Terms of Service

These Terms of Service are issued by the Company. The Company's full identity, address, and legal contact details appear at the bottom of this page. These Terms govern access to and use of the Platform by any customer organization and by the individuals acting on its behalf. Together with the Privacy Policy and any additional applicable contractual document, they form the entire agreement between the Company and the Customer. Please read them carefully before using the Service.

> In short: by using the Service, your organization and you agree to these rules. They cover what the Service does, what you can and cannot do with it, who owns what, how billing works, and what happens if either party ends the relationship.

Table of contents

1. Definitions
2. Acceptance and capacity to contract
3. Description of the Service
4. Accounts, registration, and responsibilities
5. Acceptable use
6. Intellectual property
7. Subscription, billing, and termination by the Customer
8. Service availability
9. Termination by the Company
10. Disclaimer and limitation of liability
11. Indemnification
12. Governing law and dispute resolution
13. Changes to these terms

1. Definitions

> In short: a few terms recur throughout this document — here is what they mean.

For the purposes of these Terms, the following terms have the meaning assigned to them below, whether used in the singular or the plural:

• "Customer" means the organization that creates an account on the Platform, subscribes to it, or otherwise uses it in the course of its activities, and on whose behalf Users act.
• "User" means any individual authorized by the Customer to access the Service on its behalf, including its employees, agents, or contractors.
• "Service" or "Platform" means the multi-tenant cloud platform operated by the Company, including its artificial-intelligence-powered conversational agents (text and voice), its interfaces, its applications, and any related functionality.
• "Customer Content" means any data, document, or information that the Customer or its Users upload, enter, connect, or generate through the Service, excluding AI-Generated Content as defined below.
• "AI-Generated Content" means any text, response, summary, transcript, or other output produced by the Service's artificial intelligence features.
• "Third-Party Accounts" means any external account (professional network, instant messaging, email, calendar, etc.) that the Customer chooses to connect to the Service through a third-party gateway.
• "We," "our," or "the Company" means the company operating the Service, whose full identity appears at the bottom of this page.
• "You" means, depending on context, the Customer or the User.

2. Acceptance and capacity to contract

> In short: by creating an account or using the Service, you confirm that you have the right to do so and to bind your organization.

2.1 By accessing or using the Service in any manner, the Customer and each User acting on its behalf agree to be bound by these Terms, as well as by the Privacy Policy and any other document incorporated by reference.

2.2 The individual who accepts these Terms on behalf of an organization represents and warrants that they hold the authority necessary to bind that organization. If they do not hold that authority, they must not accept these Terms or use the Service on that organization's behalf.

2.3 The Service is intended for professional and organizational use. Any individual who accesses the Service as a User must have reached the legal age required to enter into a valid contract under the laws applicable in their province or territory of residence.

2.4 If the Customer has entered into a master agreement, order form, or other separate written contract with the Company specifically governing use of the Service, and that document contains provisions inconsistent with these Terms, the provisions of that written document prevail, but only to the extent of the inconsistency.

3. Description of the Service

> In short: the Service is a cloud platform where each customer organization operates in its own space, with AI conversational agents (text and voice) that help with day-to-day work — but their responses are not infallible and must be validated by a human before being treated as final.

3.1 The Service is a multi-tenant software-as-a-service (SaaS) platform that allows each Customer to manage its activities through a space of its own. The Customer registers for it, configures it, and uses it for its operations; its Users access it on its behalf.

3.2 The Service includes artificial-intelligence-powered features, including conversational agents in text mode and voice mode, intended to assist the Customer and its Users with various tasks. The Customer expressly acknowledges and agrees that:

• AI-Generated Content relies on language models and automated systems that may produce incomplete, inaccurate, out-of-context, or otherwise erroneous responses;
• AI-Generated Content does not constitute professional advice, nor legal, financial, or medical advice, and must never be treated as such without independent human validation;
• it is the responsibility of the Customer and its Users to exercise their own judgment, verify the accuracy of AI-Generated Content, and validate its relevance before relying on it or communicating it to third parties, particularly where that content affects decisions important to the Customer, its customers, or its partners;
• the Company does not warrant that the AI features will be error-free, available at all times, or suited to any particular purpose.

3.3 The Service also allows the Customer, at its discretion, to connect Third-Party Accounts (professional networks, instant messaging, email, calendar) through a third-party gateway, in order to enrich the available features. This connection remains entirely optional and is the Customer's choice. Use of these Third-Party Accounts also remains subject to the terms of use specific to each such third-party service, over which the Company exercises no control.

3.4 The Company may, at its discretion and in the ordinary course of its business, evolve, improve, modify, or remove features of the Service, without notice, except where such a change substantially reduces the value of the Service for the Customer during the current subscription period, in which case reasonable notice is given.

4. Accounts, registration, and responsibilities

> In short: the Customer is responsible for its account, its Users, and what they do on the Platform.

4.1 To use the Service, the Customer must create an account and provide accurate, complete, and up-to-date information. The Customer agrees to keep this information current throughout the term of the contractual relationship.

4.2 The Customer is responsible for managing its Users' access, including granting, modifying, and revoking access rights, as well as for the confidentiality of the login credentials used to access the Service.

4.3 The Customer is responsible for all activity carried out on its account by its Users, as well as for their compliance with these Terms. The Customer agrees to promptly notify the Company of any unauthorized access to, or security breach affecting, its account of which it becomes aware.

4.4 The Customer remains solely responsible for the legality, accuracy, and relevance of the Customer Content it uploads, enters, or generates through the Service, as well as for obtaining any consent or authorization required to process that content, particularly where it includes personal information about third parties.

4.5 Each User agrees to use the Service only within the scope of their mandate with the Customer and in accordance with these Terms.

5. Acceptable use

> In short: do not use the Service for illegal content, to harm others, to circumvent our security measures, or to abuse the AI features.

5.1 The Customer and its Users agree not to use the Service, including its artificial intelligence features, to:

a) create, store, transmit, or distribute content that is illegal, defamatory, hateful, discriminatory, fraudulent, or otherwise contrary to public order;

b) infringe the intellectual property rights, privacy rights, or any other right of a third party;

c) attempt to circumvent, disable, or otherwise compromise the Service's security measures, access controls, or data isolation mechanisms;

d) attempt to gain unauthorized access to the systems, data, or accounts of another Customer of the Platform;

e) use the Service's AI features to generate or distribute disinformation, misleading content, phishing, or spam, or to impersonate a natural or legal person;

f) submit content to the conversational agents intended to extract their internal instructions, circumvent their security limits, or divert their intended operation;

g) reverse-engineer, decompile, or attempt to extract the source code or underlying models of the Service, except to the extent expressly permitted by applicable law despite this prohibition;

h) resell, sublicense, or make the Service available to unauthorized third parties, except under a separate written agreement with the Company;

i) introduce malicious code, viruses, or any mechanism intended to disrupt the Service's operation;

j) use the Service in a manner likely to compromise its availability, integrity, or performance for other Customers of the Platform.

5.2 The Company reserves the right to investigate any suspected use in violation of this section and to take appropriate action, including suspension or termination of access, in accordance with Section 9.

6. Intellectual property

> In short: your data remains yours; the Platform itself remains ours.

6.1 Customer Content. Customer Content remains the exclusive property of the Customer. The Customer grants the Company a limited, non-exclusive, worldwide, royalty-free license to use, host, reproduce, and process Customer Content, solely to the extent reasonably necessary to operate, provide, maintain, secure, and improve the Service, and to fulfill its contractual obligations to the Customer. This license terminates upon termination of the account, subject to the exceptions described in Section 9 regarding data retention.

6.2 Platform. The Service, including its architecture, source code, interfaces, models, documentation, and any improvement or derivative thereof, remains the exclusive property of the Company or its licensors. Nothing in these Terms transfers any ownership right in the Service to the Customer. The Customer is granted only a limited, non-exclusive, non-transferable, and revocable right to access and use the Service, for the duration of its subscription and in accordance with these Terms.

6.3 AI-Generated Content. Subject to any third-party rights that may subsist in certain underlying elements used by the artificial intelligence models, AI-Generated Content produced specifically for the Customer in the course of its use of the Service may be used by the Customer in accordance with these Terms. The Customer acknowledges that similar output may be generated for other Customers from similar requests, and that the Company does not guarantee any exclusivity over this content.

6.4 Feedback. If the Customer sends the Company comments, suggestions, or ideas for improvement regarding the Service, the Company may freely use them to improve the Service, without any obligation to compensate the Customer.

6.5 Trademarks. Nothing in these Terms grants the Customer any right to use the Company's trademarks, logos, or other distinctive signs without prior written authorization.

7. Subscription, billing, and termination by the Customer

> In short: some tiers of the Service are paid; payments are processed by a specialized third-party provider; you may cancel your subscription according to the terms of your plan.

7.1 Certain features of the Service are offered subject to a paid subscription, according to the pricing plans in effect at the time of subscription. Applicable fees are disclosed to the Customer before any purchase is confirmed.

7.2 Payment processing is entrusted to a specialized third-party provider, PCI-DSS Level 1 certified, whose services meet the industry security standards applicable to payment card data processing. The Company does not directly retain the Customer's full payment card information; it is processed and stored by that third-party provider, in accordance with its own terms and policies, available separately.

7.3 Unless otherwise indicated at the time of subscription, subscriptions are billed in advance, on a recurring basis, according to the frequency chosen by the Customer (monthly or annual, among others). The Customer authorizes the Company, through its payment processing provider, to charge the payment method on file at each due date, until the subscription is terminated in accordance with this section.

7.4 Except as otherwise provided in a separate written agreement, amounts already paid are non-refundable, including upon termination during a billing period. Failure to pay may result in suspension or termination of access to the Service, in accordance with Section 9.

7.5 The Customer may cancel its subscription at any time through its account settings or by any other method indicated by the Company. Cancellation takes effect at the end of the current billing period, unless otherwise agreed, and does not give rise to any pro-rated refund of amounts already paid, unless otherwise required by law.

7.6 The Company reserves the right to modify its pricing, subject to reasonable notice given to the Customer before any such modification takes effect on its subsequent renewal.

8. Service availability

> In short: we aim for high availability, but we do not guarantee a specific rate outside of a separate contractual agreement that expressly provides for one.

8.1 The Company uses commercially reasonable efforts to keep the Service accessible and functional, and aims for a high level of availability. However, except under a separate written agreement expressly providing for a service level commitment ("SLA") with a specific availability rate, the Company does not guarantee any particular availability rate.

8.2 The Service may be temporarily interrupted or slowed due to planned maintenance, updates, security patches, unforeseen outages, failures of third-party cloud infrastructure providers, or circumstances beyond the Company's reasonable control. Where possible, the Company endeavors to notify the Customer in advance of planned interruptions likely to significantly affect its use of the Service.

8.3 The Service is hosted in North America, through third-party cloud infrastructure providers recognized in the industry. The Company selects and oversees these providers with reasonable care, but cannot guarantee the total absence of interruption arising from their systems.

9. Termination by the Company

> In short: we may suspend or terminate an account for serious breach, non-payment, or risk to the Platform; your data remains accessible for export for a reasonable period after the account ends.

9.1 The Company may suspend or terminate the Customer's access to the Service, in whole or in part, in the following cases:

a) a material breach by the Customer or a User of these Terms, including of Section 5 (Acceptable Use), not cured within a reasonable time following notice;

b) failure to pay amounts due, not cured within a reasonable time following notice;

c) use of the Service presenting a real risk to the security, integrity, or availability of the Platform, of other Customers, or of the Company itself;

d) a legal or regulatory obligation requiring the Company to stop providing the Service to the Customer;

e) the Company's general cessation of operation of the Service or a substantial component thereof, subject to reasonable notice to the Customer in this last case.

9.2 In the event of a serious breach presenting an immediate risk, the Company may suspend access without prior notice, but will inform the Customer as soon as possible following the suspension.

9.3 Upon termination of the account, for any reason, the Customer's right of access to the Service ends. The fate of the Customer's data following termination — retention, export, and deletion timelines and procedures — is governed by the applicable Data Retention Policy, which notably sets out how the integrated system for data export, deletion, and correction requests made available to the Customer and its Users operates.

9.4 Termination does not extinguish obligations that, by their nature, are intended to survive the end of the contractual relationship, including those relating to payment of amounts due, intellectual property, limitation of liability, and indemnification.

10. Disclaimer and limitation of liability

> In short: the Service is provided "as is"; our liability, to the extent permitted by law, is capped and excludes certain types of damages, including those related to AI-Generated Content used without human validation.

10.1 To the fullest extent permitted by applicable law, the Service is provided "as is" and "as available," without warranty of any kind, express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, non-infringement, or continuous, uninterrupted, or error-free operation.

10.2 The Company does not warrant that AI-Generated Content will be accurate, complete, reliable, or suited to any particular purpose. The Customer assumes full responsibility for decisions made in reliance on AI-Generated Content, particularly where that content has not undergone prior human validation.

10.3 To the fullest extent permitted by applicable law, neither the Company nor its directors, officers, employees, or agents will be liable to the Customer or any User for indirect, incidental, special, punitive, or consequential damages, including loss of profits, revenue, data, goodwill, or business opportunities, arising from the use or inability to use the Service, even if the Company has been advised of the possibility of such damages.

10.4 To the fullest extent permitted by applicable law, the Company's total liability to the Customer, for all claims arising out of these Terms or the use of the Service, will not exceed the total amount paid by the Customer to the Company during the twelve (12) months preceding the event giving rise to the claim.

10.5 Nothing in this section limits or excludes any liability that cannot be limited or excluded under applicable laws of Québec or Canada, including in the case of gross or intentional fault.

11. Indemnification

> In short: each party answers for the damage its own serious breach causes the other.

11.1 The Customer agrees to defend, indemnify, and hold harmless the Company, its directors, officers, employees, and agents from any claim, loss, liability, damage, or reasonable expense (including reasonable legal fees) arising from: a) a breach of these Terms by the Customer or one of its Users; b) the Customer Content, including any allegation that such content infringes a third party's rights or violates applicable law; c) use of a Third-Party Account connected by the Customer.

11.2 The Company agrees to defend, indemnify, and hold the Customer harmless from any third-party claim alleging that the Service, in the form provided by the Company and used in accordance with these Terms, directly infringes a third party's intellectual property right, subject to the usual exclusions, particularly where the claim arises from a modification of the Service by the Customer, a combination with elements not provided by the Company, or a use not in compliance with these Terms.

11.3 The party seeking indemnification under this section must promptly notify the other party of the claim, allow it reasonable control of the defense, and provide it with reasonable cooperation, at its own expense.

12. Governing law and dispute resolution

> In short: these Terms are governed by the laws of Québec and applicable federal Canadian law, and any dispute falls under the courts of Québec.

12.1 These Terms are governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

12.2 Any dispute, controversy, or claim arising out of or relating to these Terms or the use of the Service falls under the exclusive jurisdiction of the competent courts of the Province of Québec, and the Customer irrevocably consents to the jurisdiction of those courts.

12.3 Before initiating any formal proceeding, the parties agree to make a good-faith attempt to resolve any dispute amicably by contacting the details provided below.

13. Changes to these terms

> In short: we may update these Terms from time to time; significant changes will be communicated to you before they take effect.

13.1 The Company may modify these Terms from time to time, in particular to reflect the evolution of the Service, legal or regulatory requirements, or industry practices.

13.2 In the event of a material modification, the Company will notify the Customer by a reasonable means (including by email to the address associated with the account, or by a notice displayed within the Service) before that modification takes effect. The date of the last update is indicated on this page.

13.3 The Customer's continued use of the Service after a modification takes effect constitutes acceptance of that modification. If the Customer does not accept a material modification, it must stop using the Service and may cancel its subscription in accordance with Section 7.

13.4 For any question concerning these Terms, please use the contact details below.