Terms and Conditions

Preamble: These Terms and Master Service Agreements (MSAs)

These Terms and Conditions ("Terms") govern the access to and use of the public-facing website, demonstration ("Demo") requests, trial periods ("Trial"), and the services offered by AdvEngine Inc. ("AdvEngine", "Provider," "we," "us"). Unless and until a separate Master Service Agreement is executed as described below, these Terms constitute the legally binding agreement governing the relationship between you and the Provider, whether you are acting on behalf of a business entity or in your individual professional capacity.

Clients may enter into a separately negotiated Master Service Agreement ("MSA") with the Provider, which addresses the comprehensive security, data handling, liability, service level, and compliance requirements of institutional clients. In the event of any conflict or inconsistency between these Terms and a fully executed MSA, the terms of the MSA shall control.

1. Agreement to Terms

1.1. Introduction and Acceptance

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("User," "you"), and AdvEngine, concerning your access to and use of the website and its associated AI-powered services (collectively, the "Service"). By accessing the website, submitting a request for a Demo, registering for an account, or initiating a Trial, you acknowledge that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the Service and must discontinue use immediately. If you are accepting these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity, and "you" refers to that entity.

1.2. Scope of Agreement

As outlined in the Preamble, these Terms govern your access to and use of the website and the Service, including Demos, Trials, and paid subscriptions. These Terms address, among other things, data processing, security, intellectual property, and liability. Enterprise-level deployments of the Service are typically subject to the mutual execution of a separate Master Service Agreement (MSA), which may address the same matters in more detail or on negotiated terms, and may include additional provisions such as service level commitments (SLAs). If an executed MSA conflicts with these Terms, the MSA controls.

1.3. Modifications to Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable advance notice by email to the address associated with your account or by notice through the Service, and we will update the "Last Updated" date of the posted Terms. Non-material changes may be made by posting the revised Terms on the website. Revised Terms take effect on the "Last Updated" date shown on them and apply prospectively from that date. Your continued use of the Service after that date constitutes your acceptance of the changes. If you do not agree to the revised Terms, your remedy is to terminate your subscription and stop using the Service; ceasing use without terminating does not relieve you of accrued fees. If the change was material and you notify us within thirty (30) days after it takes effect that it adversely affects you, your termination also entitles you to request the refund described in Section 2.4.

2. The Service

2.1. Service Description

The Service is a Software-as-a-Service (SaaS) platform that uses the Provider's proprietary software, workflows, and orchestration technology, including systems for prompting, routing, tool use, retrieval, evaluation, and workflow orchestration used to coordinate AI models (collectively, "AI Harnesses"), together with artificial intelligence (AI) and machine learning models, including models provided by third parties, to automate and accelerate financial research, data analysis, and related workflows for professionals in the financial services industry, including investment banking, private equity, and asset management. The platform integrates with various internal and external data sources to generate insights, summaries, and analyses from complex financial documents and data sets.

2.2. Eligibility

The Service is offered for business and professional purposes and is not intended for personal, family, or household use. Individuals may use the Service only in a professional or business capacity, including as invited evaluators or Trial users. You represent and warrant that you are at least 18 years of age (or the age of majority in your jurisdiction, whichever is higher) and have the legal capacity to form a binding contract and comply with these Terms. The Service is not available to any users previously removed from the Service by the Provider. You may not use the Service if doing so is prohibited by applicable laws or regulations in relevant jurisdictions.

2.3. Trial Periods

Trial periods, durations, and feature sets are determined solely at our discretion and may be changed, extended, shortened, or otherwise modified at any time, for any user or group of users, with or without notice. We reserve the right to grant, deny, revoke, or alter Trial access for any reason. Any limitations, restrictions, or enhancements to Trial accounts (including but not limited to duration, available features, or eligibility) are set by us and may differ from user to user. No user or entity is guaranteed a Trial, nor is there any entitlement to a specific Trial length or experience.

2.4. Fees and Payment

If you purchase access to the Service, you agree to pay the fees set out in the applicable ordering document agreed with the Provider, such as an order form or quote signed or accepted in writing by both parties (an "Order Form"). Invoices are billing documents and do not add to or modify the contractual terms. Unless otherwise agreed in writing, fees are payable within 30 days of the invoice date, are non-refundable except as required by law or as expressly stated in these Terms, and are exclusive of taxes, duties, and similar governmental assessments ("Taxes"). All Taxes arising from your purchase or use of the Service, including sales, use, value-added, withholding, and other transaction-based Taxes, are your responsibility. Taxes based on the Provider's income, property, or employees are the Provider's responsibility. The Provider may suspend access to the Service for accounts with overdue payment, upon reasonable notice. If the Provider terminates your paid subscription other than for your breach, or permanently discontinues the Service without offering a materially comparable replacement, the Provider will refund the unused portion of any prepaid fees. For consumption-based entitlements, such as credits, the refund is based on the prepaid credits or usage remaining unconsumed at the time of termination; fees attributable to consumed credits or usage are not refundable. For fees not tied to consumption, the refund is prorated by the unused portion of the prepaid period.

2.5. User Accounts

Registration: To access certain features of the Service, such as a Trial, you may be required to register for an account. You agree to provide true, accurate, current, and complete information during the registration process and to maintain and promptly update this information as necessary.

Account Security: You are responsible for maintaining the confidentiality of your account credentials, including your password, and for all activity that occurs under your account. You must take all reasonable steps to prevent unauthorized access to your account. You agree to notify the Provider immediately of any suspected or actual unauthorized use of your account or any other breach of security. Failure to do so may result in suspension or termination of your access to the Service. The Provider is not liable for any loss or damage arising from unauthorized use of your account resulting from your failure to comply with this Section.

Account Sharing: User logins are intended for a single, named individual user. You agree and acknowledge that a user login cannot be shared or used by more than one individual. Sharing credentials compromises the integrity of the Service's access controls and constitutes a material breach of these Terms.

2.6. Modifications to the Service

The Service is a continuously evolving product. We may modify the Service from time to time, including by adding, changing, or removing features, functionality, screens, workflows, models, or data sources, at any time and without notice. In particular, where a change is driven by third-party circumstances (such as a data provider changing its terms, pricing, or availability), we may remove or replace the affected functionality or data. If a change materially reduces the core functionality of the Service under your paid subscription, your exclusive remedy is to terminate the affected subscription on written notice and receive the refund described in Section 2.4.

3. License and Acceptable Use

3.1. Grant of License

Subject to your compliance with these Terms, the Provider grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service (i) during a Trial, solely for internal evaluation purposes, and (ii) if you have an active paid subscription, for your internal business purposes, in each case in accordance with these Terms and any usage limits applicable to your account. This license is granted only for the duration of your authorized access to the Service.

3.2. Prohibited Activities

You agree not to engage in any of the following prohibited activities, which are grounds for immediate suspension or termination of your access to the Service:

• Intellectual Property Violations: Decompile, reverse engineer, disassemble, or otherwise attempt to derive or discover the source code, underlying ideas, algorithms, models, or AI Harnesses of the Service.
• Unauthorized Data Extraction and Model Training: Use any automated system, including without limitation "robots," "spiders," or "offline readers," to scrape or extract data, content, or Service-generated outputs, in bulk or otherwise, for the purpose of developing, training, or fine-tuning a service or model that competes with or substantially replicates the Service or its functionality. This restriction does not prohibit indexing or crawling of the public-facing website by search engines, in accordance with industry-standard robots.txt directives, for the purpose of making the website discoverable in search results. Nothing in these Terms grants any automated system a right to access authenticated areas of the Service, regardless of purpose.
• Illegal, Harmful, or Abusive Use: Use the Service for any illegal, fraudulent, or unauthorized purpose, or in any manner that infringes upon or violates the intellectual property rights or any other rights of the Provider or any third party. This includes transmitting any material that is harassing, defamatory, obscene, or otherwise objectionable.
• System Integrity and Security: Interfere with, disrupt, or create an undue burden on the Service or the networks or services connected to it. You may not attempt to circumvent, disable, or otherwise interfere with security-related features of the Service, including those that prevent or restrict access.

4. Client Data, AI Processing, and Security

4.1. Definitions and Ownership

"Client Data" refers to any and all information, files, documents, prompts, and other materials that you upload, input, or otherwise provide to the Service for processing. You retain all right, title, and interest in and to your Client Data. However, you grant us a limited license to use your Client Data solely for the purpose of providing the Service to you, including processing requests, maintaining your account, providing customer support, securing and maintaining the Service, and complying with applicable law. You are solely responsible for the accuracy, quality, and legality of your Client Data.

For clarity, the rights you retain and the restrictions on the Provider under these Terms apply to your Client Data as provided by you to the Service and to the Output generated for you. They do not restrict the Provider's use of information that the Provider lawfully obtains or has obtained from other sources (such as public filings, licensed data providers, or its own research) or independently develops, in each case without use of or reference to your Client Data or Output, even if that information is the same as or similar to information contained in your Client Data or Output. Nothing in this paragraph creates any right for the Provider to use your Client Data or Output itself.

"Usage Data" means telemetry, product usage, diagnostic, and similar technical data that the Provider collects or generates in connection with your use of the Service, such as feature-usage statistics, performance and reliability metrics, error and crash reports, and configuration data (for example, account identifiers and settings). Usage Data may also include aggregated, de-identified statistics about how the Service is used, such as the general types of tasks performed and the general subject matter of requests. These statistics do not identify any particular client. Apart from these statistics, Usage Data does not contain Client Data or Output, such as your prompts, documents, or generated results.

4.2. AI Model Training Policy

No Training on Client Data or Output: Client Data and Output are not used to train, retrain, fine-tune, or otherwise improve any AI model, whether the Provider's or a third party's. If you request a client-specific customization (for example, a model or template adapted to your workflows), it will be developed only as expressly agreed with you. Client Data is processed exclusively to provide the Service to you. In the course of operating the Service, the Provider may generate the aggregated Usage Data statistics described in Section 4.1; these do not identify any particular client. Our authorized subprocessors may process Client Data and Output solely to deliver and support the Service, including to generate Usage Data, and are bound by confidentiality obligations; AI model providers in particular are engaged under terms that do not permit the use of your Client Data or Output to train or improve their models. Client Data and Output are retained and deleted as described in Section 4.3 or, for clients under an executed MSA, as provided in the MSA.

4.3. Data Retention

For paying clients, Client Data and Output are retained to the extent needed to provide the Service to you or to meet legal and regulatory requirements. For Trial accounts, Client Data and Output are retained for 90 days after the end of the Trial to support account reactivation and continued evaluation, and are then deleted as described in, and subject to the exceptions in, our Privacy Policy. You may request deletion of your Client Data and Output at any time by contacting us, and we will honor such requests promptly to the extent technically possible and permitted by applicable law. Following termination of your account, Client Data and Output are deleted after the post-termination export period described in Section 7, except that copies may persist for a limited time in segregated backup systems maintained under the same confidentiality and security protections, or where retention is required by law.

4.4. Permitted Use of Usage Data

The Provider may collect and use Usage Data to operate, secure, support, and improve the Service. The Provider will not disclose Usage Data to third parties except (a) in accordance with Section 4.7 (Confidentiality), or (b) where it is aggregated and de-identified so that it does not identify you or your users and does not reveal Client Data or Output. Personal information within Usage Data is handled as described in the Privacy Policy. For clarity, nothing in this Section permits any use of Client Data or Output or limits Section 4.2 (AI Model Training Policy).

4.5. Security Commitment

The Provider will implement and maintain commercially reasonable administrative, physical, and technical safeguards, appropriate to the nature of Client Data and Output and the risks associated with their processing, designed to protect the security, confidentiality, and integrity of Client Data and Output. If the Provider confirms a security incident that results in unauthorized access to or disclosure of your Client Data or Output, the Provider will notify you without undue delay.

4.6. Privacy Policy

Our processing of personal information is described in our Privacy Policy, which provides detailed information on how we collect, use, and disclose personal information. Please review it carefully. The Privacy Policy is provided as a privacy notice and does not create warranties or service level commitments beyond those expressly stated in these Terms, an applicable Order Form, an MSA, or a DPA, except to the extent required by applicable law.

4.7. Confidentiality

"Confidential Information" means any non-public information disclosed by either party ("Disclosing Party") to the other ("Receiving Party") that is marked or reasonably understood to be confidential, including Client Data and Output (each of which is treated as your Confidential Information whether or not disclosed by you). The Receiving Party will (i) use Confidential Information only to perform under, or as expressly permitted by, these Terms, (ii) protect it using at least reasonable care, and (iii) not disclose it to third parties except to its employees, contractors, and subprocessors who have a need to know and are bound by confidentiality obligations no less protective. These obligations do not apply to information that is (a) public through no breach, (b) independently developed, (c) rightfully received from a third party without duty of confidentiality, or (d) already lawfully known to the Receiving Party without restriction. Output independently generated for another user, even if the same as or similar to your Output, is not your Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the Disclosing Party advance notice of the demand, discloses only what is legally required, and provides reasonable assistance if the Disclosing Party seeks a protective order. Upon termination, within reasonable time, each party will delete or return the other party's Confidential Information, except as required by law or for standard backups retained under confidential treatment. The obligations in this Section survive for five (5) years after termination and, for trade secrets, for as long as the information remains a trade secret.

4.8. Data protection / DPA

Personal information processing is further described in our Privacy Policy and, where required by law, governed by a Data Processing Addendum ("DPA") incorporating appropriate transfer mechanisms (e.g., EU Standard Contractual Clauses and UK IDTA). We use vetted subprocessors to provide the Service and make an up-to-date list of them available upon request. By using the Service, you authorize Provider's use of subprocessors and cross-border transfers as described in the Privacy Policy/DPA.

4.9. Third-party services, third-party data, open source, and beta features

Third-Party Services: "Third-Party Services" means external products, integrations, or data sources that you select, connect, or enable for use with the Service. Subprocessors engaged by the Provider to deliver the Service are not Third-Party Services and remain the Provider's responsibility as described in Sections 4.2 and 4.8. Third-Party Services are governed by their own terms, and the Provider is not responsible for their operation. Enabling an integration may permit data exchange as directed by you. Data received from a Third-Party Service at your direction is treated as your Client Data under Section 4, excluding technical or operational metadata generated by the Third-Party Service itself (such as connection status or diagnostic information), which is treated as Usage Data. Credentials and access tokens used to connect a Third-Party Service are treated as your Confidential Information, are used solely to establish and maintain the connection, and are not Usage Data.

Third-Party Data: Third-party data and content made available through the Service, including financial and market data and information retrieved from public web sources, is not guaranteed to be accurate, complete, timely, or continuously available. Your use of such data is subject to Section 5.3. If a specific data source requires additional restrictions on your use of its data, those restrictions apply only after the Provider has communicated them to you, for example within the Service or in an Order Form.

Open Source: The Service may include open-source software components, each governed by its own license. Nothing in these Terms limits any rights you have under those licenses. If an open-source license conflicts with these Terms with respect to a particular component, that license controls for that component only; it does not extend any rights to the Service as a whole.

Beta: Beta features are provided "as is," may be modified or discontinued at any time, and are subject to no availability or performance commitments. Section 4 (Client Data, AI Processing, and Security) applies to Beta features in full.

5. Intellectual Property Rights

5.1. Provider's Intellectual Property

You acknowledge and agree that the Service, including but not limited to its software, source code, algorithms, models, AI Harnesses, user interfaces, documentation, and all content provided by the Provider (excluding Client Data and Output as defined below), constitutes the exclusive intellectual property and confidential information of the Provider and its licensors. The Service is protected by copyright, trademark, trade secret, and other intellectual property laws.

5.2. Client's Intellectual Property

As stated in Section 4.1, you retain full ownership of your pre-existing intellectual property, including all Client Data you provide to the Service.

5.3. Ownership of Output

Ownership of Output: "Output" means content generated by the Service in response to your Client Data or your instructions. As between you and the Provider, and to the extent permitted by applicable law, you own all right, title, and interest in and to the Output, and the Provider hereby assigns to you any rights it may have in the Output. You grant the Provider a limited license to host, store, process, and display Output solely for the purpose of providing the Service to you, including operating features you enable that use Output, providing customer support, securing and maintaining the Service, and complying with applicable law. The Provider retains all ownership of the Service and its underlying models, AI Harnesses, software, algorithms, templates, methodologies, documentation, and other pre-existing or generally applicable materials ("Provider Materials"). To the extent any Provider Materials are incorporated into Output, the Provider grants you a continuing license, subject to the restrictions in these Terms (including Section 3.2), to use, display, distribute, and modify them solely as incorporated into that Output. This license does not permit you to extract Provider Materials from Output or to use Output to derive, reconstruct, or reverse engineer the Service's prompts, models, algorithms, or methodologies. For clarity, your ownership of Output does not transfer ownership of the underlying third-party datasets made available through the Service. You may use third-party data as it appears in your Output in the ordinary course of your business, subject to any source-specific restrictions communicated under Section 4.9. You may not extract, resell, or redistribute such data on a standalone basis, or use the Service to construct a competing data product.

Disclaimer of Uniqueness and Exclusivity: You acknowledge that, due to the nature of the Service, including its use of generative AI and machine learning, it may produce the same or substantially similar Output for other users who provide similar or identical inputs or prompts. Consequently, your rights in the Output may not be unique or enforceable against third parties who have independently generated similar works through the Service. The Provider makes no representation that any Output is copyrightable, exclusive, or non-infringing, and you remain responsible for reviewing Output and for your use of it.

5.4. Feedback

If you provide any feedback, comments, suggestions, bug reports, or ideas regarding the Service ("Feedback"), the Provider will own all right, title, and interest in and to such Feedback, and you hereby assign the same to the Provider and waive, to the fullest extent permitted by law, any moral rights in the Feedback. To the extent this assignment is ineffective under applicable law, you instead grant the Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose. In each case, the Provider owes you no obligation, acknowledgment, or compensation for Feedback. Feedback is provided voluntarily and, notwithstanding Section 4.7, will not be treated as your Confidential Information. Anything you communicate to the Provider, regardless of how or where you communicate it (including within Client Data), constitutes Feedback to the extent it is feedback, comments, suggestions, bug reports, or ideas regarding the Service, including its functionality, features, or improvement; to the extent it is by its nature Client Data, such as your files, financial or business information, or other content you process through the Service, it is not Feedback and remains Client Data governed by Section 4. Nothing in these Terms limits the Provider's right to independently develop, acquire, or offer products, features, or services that are similar to or competitive with any Feedback.

6. Warranties, Disclaimers, and Liability

6.1. Disclaimer of Warranties

The Provider will provide the Service with commercially reasonable skill and care, and will use commercially reasonable efforts to maintain the availability, security, and reliability of the Service. However, no technology service can be guaranteed to be perfect. In particular, the Service relies on financial and market data supplied by professional third-party data providers; while the Provider selects such providers with care, data errors occur from time to time at the source, and the Provider does not warrant the accuracy, completeness, or timeliness of any third-party data made available through the Service. Except as expressly set out in these Terms or in an applicable Order Form, MSA, or DPA, the Service is provided on an "as is" and "as available" basis, and, to the fullest extent permitted by law, the Provider disclaims all other warranties of any kind, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Provider also does not warrant that the Service will be uninterrupted, timely, or error-free, or that it will be completely free from vulnerabilities or unauthorized access. No service level commitment or performance warranty applies unless expressly set out in an applicable Order Form, MSA, or DPA.

6.2. Output Disclaimer

You acknowledge and agree that Output is produced using a combination of artificial intelligence, machine learning, and automated computational processes, and may contain errors, inaccuracies, omissions, or, where AI is involved, "hallucinations." The Output is provided for informational purposes only and is not intended to constitute financial, investment, legal, or any other form of professional advice. You are solely responsible for independently reviewing, verifying, and evaluating the accuracy, completeness, and appropriateness of any Output before relying on or using it for any purpose. Reliance on any Output is strictly at your own risk.

6.3. Limitation of Liability

To the fullest extent permitted by applicable law, the Provider and its affiliates, officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or relating to these Terms or the Service, regardless of the legal theory (warranty, contract, tort including negligence, statute, or otherwise) and even if the Provider has been advised of the possibility of such damages. The Provider's total aggregate liability for all claims arising out of or relating to these Terms or the Service is limited to the greater of (a) two hundred U.S. dollars (US$200) or (b) the total amount, if any, paid by you to the Provider for the Service in the six (6) months preceding the event giving rise to the claim. The existence of more than one claim does not enlarge this limit.

Without limiting the foregoing, the Provider will have no liability for any loss or damage arising from (i) events or circumstances beyond its reasonable control, (ii) market movements or investment performance, or (iii) any trading or investment decision made, or other reliance placed, on the Service, any Output, or any third-party data, the accuracy and completeness of which the Provider does not warrant. The limitations and exclusions in this Section apply even if any limited remedy fails of its essential purpose, apply independently of one another, and survive even if any of them is held unenforceable. Nothing in these Terms limits liability for fraud, willful misconduct, or any liability that cannot be limited by law.

6.4. Indemnification

You agree to defend, indemnify, and hold harmless the Provider and its affiliates, officers, agents, and employees from and against any third-party claims, and related liabilities, damages, losses, and expenses, including reasonable attorneys' fees, to the extent arising from (i) allegations that Client Data you provided infringes or violates the rights of a third party, (ii) your use of the Service in violation of these Terms or applicable law, (iii) your breach of these Terms, including the provisions on prohibited activities, MNPI, and regulated or sensitive data, or (iv) your fraud or willful misconduct. This indemnity does not apply to the extent a claim results from the Provider's breach of these Terms, negligence, or misconduct. The Provider will promptly notify you of an indemnified claim and provide reasonable cooperation at your expense. You may control the defense with counsel reasonably acceptable to the Provider, but you may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release the Provider without the Provider's prior written consent.

6.5. No investment advice / MNPI

The Service and any Output are for informational purposes only and do not constitute investment advice, an offer, recommendation, or solicitation to buy or sell securities. Provider is not a broker-dealer or investment adviser and does not provide personalized advice. You represent and warrant that you will not upload, input, or otherwise provide any material non-public information ("MNPI") to the Service unless expressly permitted under an executed MSA or other written agreement with the Provider, and that you have all rights and consents necessary for any Client Data you provide. You are responsible for classifying the information you submit and for ensuring that you have the authority to submit it. The Provider may suspend processing and require deletion of any data it reasonably believes was submitted in violation of this Section.

6.6. Regulated/sensitive data

Unless expressly agreed in a signed MSA, you will not submit to the Service any: (i) protected health information (as defined by HIPAA), (ii) payment card data subject to PCI DSS, (iii) government-classified information, (iv) biometric identifiers, (v) children's data subject to COPPA or equivalent laws, or (vi) any data subject to heightened sectoral, state, or international restrictions requiring specific contractual commitments beyond these Terms.

6.7. Export controls & sanctions

You represent that you are not located in, under the control of, or a national or resident of any embargoed or restricted country, and that you are not named on any U.S., Canadian, UK, EU, UN, or other applicable sanctions or restricted-party list. You will comply with all applicable export control and sanctions laws (including U.S. EAR and OFAC) and will not use the Service for any prohibited end use.

7. Term and Termination

7.1. Term

These Terms shall commence upon your first access to the Service and will remain in full force and effect while you use the Service, unless earlier terminated as provided herein.

7.2. Termination by User

You may terminate these Terms at any time by closing your account and discontinuing use of the Service. For a paid subscription, cancellation and termination are subject to the applicable Order Form, and closing your account or discontinuing use does not relieve you of payment obligations for any committed subscription term. Upon termination, you will retain access to your Client Data and Output for 30 days to allow for data export, except where continued access is prohibited by law, presents a security risk, you request immediate deletion, or the account was used for serious unlawful activity. If direct account access cannot safely be restored, the Provider may instead provide a secure export of your Client Data and Output by another reasonable method. If you need additional time or have special requirements regarding your data, please contact us and we will make reasonable efforts to accommodate your request.

7.3. Termination by Provider

The Provider reserves the right, in its sole discretion, to suspend, restrict, or terminate your access to all or any part of the Service at any time for material breach of these Terms or for violation of applicable law. Where reasonably practicable, we will provide 24 hours' notice of termination to allow for data export, except in cases involving security threats or legal violations. The Provider may also discontinue the Service or terminate a paid subscription for reasons other than your breach upon reasonable advance notice; in that event, the refund described in Section 2.4 applies.

7.4. Effect of Termination

Upon termination of your account for any reason, your right to use the Service will immediately cease, except for limited access solely to export your Client Data and Output during the post-termination export period described in this Section. You will have 30 days to export your Client Data and Output, subject to the same exceptions described in Section 7.2, after which they will be deleted in accordance with Section 4. Your obligation to pay any fees outstanding at termination survives termination. The following sections of these Terms will survive termination: Section 4 (Client Data, AI Processing, and Security), provided that the Client Data license in Section 4.1 and the Output license in Section 5.3 continue only as necessary for post-termination export, backup retention, security, legal compliance, and enforcing the agreement or resolving disputes, Section 5 (Intellectual Property Rights), Section 6 (Warranties, Disclaimers, and Liability), Section 8 (General Provisions), and any other provision that by its nature should survive termination.

8. General Provisions

8.1. Governing Law and Exclusive Venue

These Terms, and any dispute arising from or related to them, will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any legal action or proceeding arising under these Terms that is not required to be arbitrated will be brought exclusively in the provincial and federal courts located in Toronto, Ontario, and both parties irrevocably consent to the personal jurisdiction and venue of these courts.

8.2. Dispute Resolution: Mandatory Binding Arbitration and Class Action Waiver

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court.

Informal Resolution First: Before initiating arbitration, the party asserting a dispute must first send the other party a written notice describing the dispute and the requested relief (for notices to AdvEngine, by email to legal@advengine.com). The parties will attempt in good faith to resolve the dispute informally for sixty (60) days after the notice is received. If the dispute is not resolved within that period, either party may commence arbitration. Any applicable statute of limitations will be tolled while the informal resolution process is pending.

Agreement to Arbitrate: You and AdvEngine agree that any and all disputes, claims, or controversies arising out of or relating to these Terms or the Service shall be resolved exclusively through final and binding individual arbitration, and not in a court of law. This arbitration agreement is governed by the laws of the Province of Ontario, including the International Commercial Arbitration Act, 2017 (Ontario) or the Arbitration Act, 1991 (Ontario), as applicable.

Arbitration Provider, Rules, and Fees: The arbitration will be administered by the International Centre for Dispute Resolution (ICDR) pursuant to its International Arbitration Rules, including its expedited procedures where applicable, before a single, neutral arbitrator. The seat of the arbitration will be Toronto, Ontario, and hearings will be conducted in Toronto or by videoconference where the parties agree or the arbitrator so directs. The arbitration will be conducted in English. The existence and content of the arbitration, including all submissions and any award, will be treated as Confidential Information, except as necessary to enforce an award or as required by law. Payment of filing, administration, and arbitrator fees will be governed by the applicable ICDR rules. The arbitrator, and not any court, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Waiver of Jury Trial: By agreeing to arbitration, you and AdvEngine each give up the right to litigate disputes in court before a judge or jury, except as expressly provided in these Terms. In any dispute that nevertheless proceeds in court, both parties waive the right to a trial by jury to the fullest extent permitted by law.

Class Action Waiver: All claims and disputes must be arbitrated on an individual basis and not on a class, consolidated, or representative basis. You and AdvEngine each waive the right to participate in a class action lawsuit or class-wide arbitration, and the arbitrator may not consolidate the claims of more than one party or preside over any form of class or representative proceeding. If this class action waiver is found to be unenforceable as to a particular claim or request for relief, then that claim or request for relief (and only that claim or request for relief) shall be severed from the arbitration and may be brought in the courts specified in Section 8.1, and all other claims shall remain subject to arbitration.

Exceptions to Arbitration: Notwithstanding anything to the contrary in this Section 8, either party may (i) bring an individual action in a small claims court of competent jurisdiction, or (ii) seek emergency or preliminary injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, pending a final decision by the arbitrator. Seeking such relief does not waive either party's right to arbitration under this Section 8.2.

Opt-Out: You may opt out of this arbitration agreement and class action waiver by sending written notice to legal@advengine.com within thirty (30) days of first accepting these Terms, stating your name, the email address associated with your account, and your intent to opt out of arbitration. An opt-out notice is effective when sent, as described in Section 8.7. Opting out of arbitration will not affect any other provision of these Terms.

8.3. Entire Agreement

These Terms, together with any applicable Order Form, any executed MSA or DPA, and any documents expressly incorporated by reference, constitute the entire agreement between you and the Provider concerning the Service and supersede all prior or contemporaneous understandings and agreements, whether written or oral. In the event of a conflict, an executed MSA controls, a DPA controls for the data protection matters within its scope, and an applicable Order Form controls for the matters it expressly addresses; in all other respects these Terms apply. A purchase order or other procurement document that you issue is not an Order Form, and any terms it contains do not modify the agreement, unless the Provider has expressly accepted that document in writing.

8.4. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without the Provider's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void; however, if you are a business entity, you may assign these Terms to a successor in connection with a merger or sale of all or substantially all of your assets, subject to written notice to the Provider. The Provider may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, change of control, or sale of all or substantially all of its relevant assets, provided the successor assumes the Provider's obligations under these Terms.

8.5. Severability and Waiver

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. The failure of the Provider to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

8.6. Force majeure

Neither party is liable for delays or failures due to events beyond its reasonable control (including outages, denial-of-service attacks, labor disputes, acts of God, war, terrorism, civil unrest, embargoes, government actions). The affected party will, where practicable, notify the other party of the event and use reasonable efforts to mitigate its impact. This Section does not excuse your obligation to pay fees for Service already provided.

8.7. Notices and Electronic Communications

You consent to receive communications from the Provider electronically, and you agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing. The Provider may give notice to you by email to the address associated with your account or by posting through the Service. Legal notices to the Provider must be sent by email to legal@advengine.com. A notice sent by email is deemed received when sent, unless the transmission fails or the sender receives an automated delivery-failure or bounce-back notification. The party giving notice is responsible for verifying that the notice was successfully transmitted, and a notice whose transmission fails is deemed not to have been given until successfully resent, in the case of notices to the Provider, to legal@advengine.com. You are responsible for keeping the email address associated with your account accurate and current, and notices sent to that address are effective even if you no longer monitor it. If a notice to you cannot be delivered because the email address associated with your account is inaccurate or no longer in service, the Provider may give that notice by posting through the Service, and the notice is effective when posted.

8.8. Miscellaneous

The parties are independent contractors, and these Terms do not create any partnership, joint venture, agency, or employment relationship. Except as provided in Sections 6.3 and 6.4, there are no third-party beneficiaries to these Terms. Section headings are for convenience only and do not affect interpretation. In these Terms, "including" means "including without limitation."

8.9. Contact Information

For any questions about these Terms or to provide legal notice, please contact us at:

Email: legal@advengine.com