Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Services provided by Nvestiv Capital Corporation ("Nvestiv," "we," "us," or "our").

IMPORTANT: PLEASE READ SECTION 20 CAREFULLY. It requires you and Nvestiv to resolve disputes by confidential binding arbitration in Toronto, Ontario, instead of in court, and to bring claims only individually. It waives your right to take part in a class, collective or representative proceeding. Section 20 does not remove rights that cannot be waived under consumer protection law that applies to you.

IMPORTANT: NOTHING IN THE SERVICES IS INVESTMENT ADVICE. See Section 6.

1. Agreement and Acceptance

1.1 Agreement. By accessing or using the Services, you agree to these Terms, the Privacy Policy and the Acceptable Use Policy, including the arbitration and class-action waiver in Section 20. If you do not agree, do not use the Services.

1.2 Using the Services for an organization. If you use the Services for an organization, you agree to these Terms for that organization and confirm that you have authority to do so. In that case, "you" means both you and that organization.

1.3 Age. You must be at least 18 years old to use the Services. By using the Services, you confirm that you are.

1.4 Business use. The Services are intended for business and professional use, including private investment, fundraising, investor relations and related work. By using the Services, you confirm that you use them for those purposes.

1.5 Other documents. These Terms incorporate the Privacy Policy, the Acceptable Use Policy and any other policies or guidelines we post in the Services and refer to in these Terms. If you buy a plan or a managed service under an Order Form or the Services Agreement, that document also applies. Section 21.10 states which document controls if two of them conflict.

2. Definitions

In these Terms:

"Acceptable Use Policy" or "AUP" means our Acceptable Use Policy at https://www.nvestiv.com/acceptable-use-policy, as updated from time to time.
"Connected Account" means a third-party account or service that you connect to the Services, such as an email, calendar, CRM, accounting, storage or meeting-notes account, and any website login that you save in the Services.
"Customer" means the organization (or individual) that holds a Workspace.
"Customer Content" means everything a Customer or its Users submit, upload, connect or create in the Services, including documents, files, messages, emails, CRM records, contacts, deal data, data-room materials, financial information, investor lists, and prompts and conversations with IRIS.
"Feedback" has the meaning in Section 7.6.
"IRIS" means Nvestiv's AI assistant, available through web chat, voice, email, WhatsApp, SMS, Slack and the API.
"IRIS Network" means Nvestiv's network of people who contact IRIS, which IRIS uses to suggest introductions.
"Order Form" means an order, quote or checkout page, in the Services or signed separately, that states a plan, managed service, price or other commercial term for a Customer.
"Output" means content that the Services or IRIS generate for you, including drafts, summaries, reports, scores, verdicts, research and transcripts.
"Privacy Policy" means our Privacy Policy at https://www.nvestiv.com/privacy-policy, as updated from time to time.
"Services" means the Nvestiv website, the Nvestiv app, IRIS, our APIs (the REST API at /api/v1 and the MCP server), integrations, data rooms, shared documents, the newsroom and journals, and managed services. The Services are provided at nvestiv.com, app.nvestiv.com, share.nvestiv.com and related domains.
"Services Agreement" means the separate agreement that governs managed services, which a Customer accepts when it switches a managed service on.
"Third-Party Services" means websites, products and services that a third party provides, including Connected Accounts.
"Usage Data" means information about how the Services are used.
"User" or "you" means a person who uses the Services, and, where Section 1.2 applies, the organization that person acts for.
"Workspace" means a Customer's account space in the Services, which holds that Customer's Customer Content and Users.

The word "including" means "including without limitation."

3. Accounts and Workspaces

3.1 Signing in. We sign you in with a link that we send to your email address. Anyone who can read your email can use that link. Keep your email account secure and do not forward sign-in links.

3.2 Account information. You must give accurate and complete information when you create an account, and keep it current.

3.3 Account security. You are responsible for keeping your email account, sign-in links, API keys and other credentials confidential, and for all activity under your account. If you think someone has used your account without your permission, tell us at once at support@nvestiv.ai. We are not responsible for losses caused by your failure to keep your credentials secure.

3.4 The Workspace belongs to the Customer. A Workspace and the Customer Content in it belong to the Customer, not to the individual Users. If a User leaves the Customer's organization or loses access, the Customer keeps the Workspace and its Customer Content. Unless we agree otherwise, each person may hold one Workspace.

3.5 Roles. A Workspace has roles, currently owner, admin and worker. The owner and admins control who can access the Workspace and what each User can do. The Customer is responsible for the roles and permissions it gives, and for the acts of its Users.

4. The Services

4.1 Changes to the Services. We may change, add or remove features of the Services, or suspend or discontinue the Services or any part of them, at any time, with or without notice. We are not liable to you or any third party for any such change, suspension or discontinuation.

4.2 Free plans. Free plans have usage limits, such as a monthly limit on IRIS messages. We show the current limits in the Services or on our pricing page. We may change them at any time.

4.3 Beta features. We may offer features that we label as beta, preview, pilot or similar. Beta features may be incomplete, may change and may be withdrawn at any time. You use them at your own risk, and we do not guarantee that they will work or become generally available.

4.4 No support obligation. Unless we agree otherwise in an Order Form or the Services Agreement, we have no obligation to provide support, maintenance, updates or upgrades.

5. IRIS and AI Features

5.1 AI output can be wrong. IRIS and other AI features use AI models to produce Output. Output can be wrong, incomplete, out of date or inappropriate for your purpose, and it can differ when you ask the same question twice. Check Output before you rely on it or send it to anyone. You are responsible for how you use Output.

5.2 IRIS acts on your instructions. When you ask IRIS to act, or set up an automation that acts, you authorize IRIS to act for you as your agent. Depending on your settings and plan, IRIS can, for example:

send email from your connected mailbox;
email meeting participants to schedule meetings when you copy IRIS, signing as your AI assistant;
send investor invitations to data rooms;
post messages to Slack;
submit posts to the newsroom and journals;
browse websites, sign in with logins you saved, and fill in and submit forms; and
run background agents and automations, which can send messages and HTTP requests.

5.3 You are the sender and you are responsible. You are the sender of record of every message and action that IRIS sends or takes on your instructions, whether you gave those instructions in a conversation or through an automation. You are responsible for those messages and actions as if you had sent or taken them yourself. Before IRIS contacts anyone or records anyone for you, you must have every consent and give every notice that the law requires, including under Canada's Anti-Spam Legislation (CASL), the US CAN-SPAM Act and Telephone Consumer Protection Act, other anti-spam and telemarketing laws, WhatsApp Business policies, and laws on recording communications. You must identify the sender as the law requires and honour every opt-out request.

5.4 Approvals. Some actions need your approval, or a one-time code, before IRIS takes them. For example, IRIS sends email from your connected mailbox only after you approve the exact message. Many actions do not need approval. An approval is your instruction to take the action. You remain responsible for actions that need no approval, including those that automations take.

5.5 Connected Accounts and saved logins. When you connect an account or save a website login or cookies in the Services, you:

authorize us and IRIS to access, read, store and act in that account as needed to provide the Services you use, including to sync mail, calendars, records and files and to take the actions in Section 5.2;
confirm that you have the right to give that access, and that giving it does not breach any agreement with the third party;
agree that the third party's own terms and privacy practices apply to your use of that account, and that you are responsible for complying with them; and
agree that the third party may change or stop its service, and that we are not responsible if it does.

You may revoke access at any time by disconnecting the account or deleting the saved login in the Services, or through the third party's settings. Revocation stops future access. It does not undo actions already taken.

5.6 Browser automation. When IRIS browses websites, signs in or submits forms for you, it does so on your instructions and with your credentials. You are responsible for complying with the terms of each website, including any limits on automated access, and for the content of anything IRIS submits.

5.7 Background agents. Background agents and automations run on schedules or when events happen, without you watching them. You are responsible for how you set them up, for checking their results, and for switching them off when you no longer want them to run.

5.8 Meeting recording and analysis. If you record a meeting or import a recording or transcript, you must tell participants and get their consent where the law requires it. Meeting sentiment and credibility analysis is an AI estimate based on voice features and language. It is not a lie detector, and you must not treat it as proof of anything about a person.

6. No Investment Advice

The Services, including IRIS and its reports, scores, verdicts, summaries, research and introductions, provide information and workflow tools only. Nothing in the Services is an offer or solicitation to buy or sell a security. Nothing in the Services is investment, financial, legal, tax or accounting advice, or a recommendation of any investment, company or strategy. NVESTIV is not a registered dealer, adviser, broker or funding portal. NVESTIV does not act for you in any transaction and is not paid on any investment you make. AI outputs can be wrong or incomplete. You are responsible for your own decisions and for getting professional advice.

Content on our website and in the newsroom and journals may include forward-looking statements. These involve risks and uncertainties, and actual results may differ materially. Content is current only as of its publication date.

7. Customer Content

7.1 Ownership. As between you and us, the Customer owns its Customer Content, including Output generated for it. We claim no ownership of Customer Content.

7.2 Your licence to us. The Customer grants Nvestiv a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, process, adapt and otherwise use Customer Content as needed to provide the Services and as described in Sections 7.3 and 7.4 and the Privacy Policy. This licence ends when the Customer Content is deleted under Section 16.6, except for copies we keep under that Section.

7.3 Use of Customer Content. We process Customer Content to provide, maintain, secure and improve the Services. This includes learning from how the Services are used, so that IRIS works better for all customers. We never show one customer's Customer Content to another customer in a form that identifies the customer or any person.

7.4 No model training. We do not use Customer Content to train or fine-tune AI models, and we do not sell Customer Content or personal information.

7.5 AI providers. The Services use large language models from Google (Gemini) and TypeSafe, and voice models from ElevenLabs. We access them through paid enterprise API services. We send Customer Content to these providers only to produce the outputs the Services need. Under our agreements with them, these providers do not use Customer Content to train or improve their models. We do not train or fine-tune any AI model on Customer Content.

7.6 Staff access. Our platform administrators may view Customer Content, including IRIS messages, to operate, support and secure the Services. Every such view is logged. Managed-service reviewers see deliverables only with the Customer's consent, which the Customer may revoke.

7.7 Your responsibility for Customer Content. You confirm that you have all rights, consents and authority needed to submit Customer Content and to let us process it as these Terms describe, including personal information about your contacts, investors and other third parties. You must not upload confidential information in breach of a duty of confidentiality or a non-disclosure agreement.

7.8 Usage Data. We collect and use Usage Data to provide, secure, support and improve the Services and to understand how features are used. Usage Data can include personal information, and the Privacy Policy describes how we handle it. As between you and us, we own Usage Data. This does not give us ownership of any Customer Content.

7.9 Feedback. If you send us ideas, comments or suggestions about the Services ("Feedback"), you assign to Nvestiv all rights in that Feedback and waive any moral rights in it. Feedback is not confidential, and we may use it for any purpose without attribution or payment to you. Do not send Feedback that you consider proprietary or confidential.

8. IRIS Network, Introductions, Data Rooms, Shared Documents and Publishing

8.1 IRIS Network. When a person messages, emails or calls IRIS, that person becomes a member of the IRIS Network. IRIS keeps a profile for each member and uses it to decide whether to suggest an introduction. The Privacy Policy describes what the profile contains, how IRIS uses it and the choices members have.

8.2 Introductions. Introductions are double opt-in. IRIS asks each person first, and an introduction happens only after that person replies YES. IRIS does not tell the other person who you are until you agree. IRIS limits how often it contacts each person and does not ask again for 90 days after a person says NO. Members can ask IRIS to stop suggesting introductions at any time, and can reply STOP to stop messages on a channel. We do not promise that any introduction will be made, accepted or lead to any result. Any relationship, discussion or transaction that follows an introduction is solely between the people involved.

8.3 When you involve IRIS with others. If you copy IRIS on a conversation or ask IRIS to contact someone, we keep that conversation in your Workspace on your behalf.

8.4 Data rooms and raises. You may use the Services to run raises, operate data rooms, invite investors and track commitments and capital calls. You are solely responsible for:

the accuracy and completeness of every document, statement and figure you share;
complying with securities laws in every place where you offer or market securities, including registration and prospectus requirements, exemptions, and rules on general solicitation and advertising; and
deciding who may access your data room and what they may see.

If you show a raise verdict, score or report produced by the Services to investors, it is subject to Section 6, and you must not present it as advice or as the view of Nvestiv.

8.5 NDAs and electronic signatures. A data room may require a visitor to sign a non-disclosure agreement before entry by clicking to sign. By clicking to sign, you agree that your electronic signature is legally binding, has the same effect as a handwritten signature, and satisfies any requirement for a signature or a document in writing. You consent to the use of electronic documents and electronic signatures under the Electronic Commerce Act, 2000 (Ontario) and other laws that apply. We record the signature with a timestamp and produce a signed PDF. The NDA is an agreement between the signer and the party that set the NDA. Nvestiv is not a party to it, and we are not responsible for enforcing it.

8.6 Shared documents and data-room activity. When a person opens a data room or a document shared through Nvestiv, including at share.nvestiv.com, we record that person's session. The recording includes the pages viewed, how long each is viewed, the IP address, the device, the approximate location and the document pages rendered. We share this activity with the person or company that sent the material. If a sender requires visitors to identify themselves, the visitor's name and email address become a contact in the sender's CRM. If you share material, you are responsible for the notices and consents the law requires for your recipients.

8.7 Newsroom and journals. If you submit a post to the newsroom or journals on nvestiv.com:

you are responsible for the post, and you confirm that it is accurate, is not misleading, does not infringe anyone's rights and complies with the law and the AUP, including securities laws;
we screen posts with AI before we publish them, and we may limit how many posts you can submit each day;
we may refuse, edit for format, unpublish or remove any post at any time, for any reason, without notice; and
you grant Nvestiv a worldwide, non-exclusive, royalty-free, perpetual licence to publish, display, reproduce, distribute, format and promote the post, and to keep it in our archives, in any medium. We may end publication at any time.

9. Acceptable Use

9.1 The AUP applies. Your use of the Services must comply with the Acceptable Use Policy, which forms part of these Terms.

9.2 Key rules. Among other things, you must not:

use the Services in breach of any law, including securities, anti-spam, telemarketing, privacy and recording laws;
send messages through IRIS without the consents and opt-out handling the law requires;
use research on people produced by the Services to make decisions about credit, employment, housing or insurance, or to stalk, harass or harm anyone;
breach or try to get around security, access controls, rate limits or usage limits;
reverse engineer the Services or the AI models behind them, or attack them with prompt injection or other adversarial methods; or
upload malicious code, or content that you have no right to use.

9.3 Enforcement. If we believe you have breached the AUP, we may remove content, suspend or limit features, or suspend or terminate your access, as Section 16 describes.

10. Fees and Billing

10.1 Plans and fees. Some features need a paid plan. Prices and plan limits are shown in the Services or on our pricing page. We may change them, and a change applies from your next billing period. Free plans have usage limits.

10.2 Billing and renewal. We bill paid plans in advance through our payment provider, Stripe. Plans renew automatically for the same period until you cancel. We may bill add-on services, including managed services, on a prorated basis. You authorize us to charge your payment method for all fees and applicable taxes.

10.3 Promotions and pilots. Promotional codes, discounts and pilot fee waivers apply only on the terms stated when we give them. They end at the end of the stated period, and normal fees then apply.

10.4 Cancellation. You may cancel at any time. Cancellation takes effect at the end of the current billing period, and you keep access until then.

10.5 No refunds. All fees are non-refundable, including for partial periods, unused features, downgrades and cancellation, except where the law requires a refund.

10.6 Taxes. Fees do not include taxes. You pay all applicable taxes, including GST/HST.

10.7 Non-payment. If a payment fails, we may suspend or downgrade your account until you pay.

10.8 Billing disputes. Send billing questions and disputes to support@nvestiv.ai within 60 days of the charge. We will review them in good faith. Please contact us before you dispute a charge with your bank or card issuer.

11. Managed Services

11.1 The Services Agreement governs. Managed services include Investor Relations, Due Diligence, Marketing & PR, Analyst, Operations, Client Acquisition, Legal, Compliance and Investments services. A Customer must accept the Services Agreement before it can switch on a managed service. The Services Agreement governs each managed service, and these Terms apply to everything the Services Agreement does not cover.

11.2 Specialist review. Nvestiv specialists review managed-service deliverables. A reviewer sees deliverables only with the Customer's consent, which the Customer may revoke.

11.3 No advice. Section 6 applies to every managed service, including Legal, Compliance and Investments services, unless the Services Agreement or an Order Form expressly states otherwise for a specific service.

11.4 Fees. Managed services are billed as add-on lines under Section 10.

12. API and MCP

12.1 Keys and tokens. You may create API keys, which can be read-only or read/write, limited to a domain and given an expiry date. MCP access uses OAuth tokens, which do not expire until you revoke them. A key or token gives the same access as the account it belongs to, within its scope.

12.2 Confidentiality. Keep every key and token secret. Do not put one in client-side code, public repositories or messages. You are responsible for all activity under your keys and tokens. If a key or token is exposed or you no longer need it, revoke it at once in the Services. We are not responsible for activity under a key or token that you did not revoke.

12.3 Rate limits. We apply rate limits and usage limits to the API and MCP server, and we may change them at any time. You must not try to get around them.

12.4 Revocation. We may suspend, limit or revoke any key or token at any time, including to protect the Services or other users, or if we believe a key or token has been exposed or misused.

12.5 Changes. We may change or discontinue any API or MCP endpoint, tool or field. We will try to give reasonable notice of material changes, but we have no obligation to do so.

13. Intellectual Property and Restrictions

13.1 Licence. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for your internal business purposes during your subscription.

13.2 Restrictions. You must not, and must not let anyone else:

(a) license, sell, rent, lease, transfer, assign, distribute or commercially exploit the Services or any content in them, except Customer Content and Output that you own;
(b) modify, translate, create derivative works from, disassemble, decompile, reverse compile or reverse engineer any part of the Services;
(c) access the Services in order to build a similar or competing product or service;
(d) copy, reproduce, distribute, republish, download, display, post or transmit any part of the Services, except as these Terms expressly permit; or
(e) remove, alter or obscure any copyright, trademark or other proprietary notice.

Unauthorized use ends your rights under these Terms.

13.3 Ownership. Nvestiv or its licensors own all intellectual property rights in the Services, including software, models, prompts, designs, content, trademarks and trade secrets. These Terms do not transfer any ownership rights to you, except the limited licence in Section 13.1. We reserve all rights that we do not expressly grant.

13.4 Trademarks. "Nvestiv," "IRIS" and our logos are our trademarks. You may not use them without our prior written consent.

14. Third-Party Services and Links

14.1 Third-Party Services. The Services may link to or integrate with Third-Party Services. We do not control, endorse or take responsibility for any Third-Party Service. You use Third-Party Services at your own risk, and the third party's own terms and privacy practices apply to that use.

14.2 Third-party data. Some Output uses data from third-party and public sources, such as research databases, public records and news. We do not guarantee that this data is accurate, complete or current.

14.3 Other users. Your dealings with other users, investors, companies and members of the IRIS Network are solely between you and them. We are not responsible for any loss or harm caused by those dealings. We may, but have no obligation to, get involved in disputes between users.

15. Privacy

15.1 Privacy Policy. Your use of the Services is also governed by the Privacy Policy, which forms part of these Terms. It describes the personal information we collect, how we use and share it, how long we keep it, and your rights. If there is a conflict between these Terms and the Privacy Policy about the collection, use or disclosure of personal information, the Privacy Policy controls.

15.2 Analytics and session recording. We and our analytics providers collect information about how you use our website and the Services, and we may record and replay sessions. In the app, recordings hide the text you type. Section 8.6 describes recording in data rooms and shared documents. Our Cookie Notice at https://www.nvestiv.com/cookie-notice describes the cookies and similar technologies we use and your choices.

15.3 Where we process data. We host the Services in Germany. Our providers process data in the United States and other countries, and data may also be accessed from Canada. The Privacy Policy describes these transfers.

15.4 Customers' personal information. When we process personal information in Customer Content on a Customer's behalf, we act on that Customer's instructions. The Customer is responsible for having a lawful basis, and for giving the notices and getting the consents the law requires, for that personal information.

16. Term, Suspension and Termination

16.1 Term. These Terms apply from when you first access the Services until your access ends under this Section.

16.2 Your termination. You may stop using the Services at any time. A Customer may cancel a paid plan under Section 10.4. To close your account or Workspace, or to ask us to delete your information, email support@nvestiv.ai.

16.3 Our suspension and termination. We may suspend, limit or terminate your access to the Services, or any part of them, at any time and for any reason, including if:

you breach these Terms, the AUP or any other document that forms part of these Terms;
a payment fails;
we must do so to comply with the law or a request from a court or authority; or
we believe that your use creates a risk to the Services, to us, to other users or to third parties.

Where it is reasonable and lawful, we will tell you before or soon after we act. We are not liable to you for any suspension or termination under this Section.

16.4 Effect of termination. When your access ends, all rights and licences we granted to you end, and you must stop using the Services. Fees that are due remain payable.

16.5 Archiving is not deletion. When you delete an item inside the Services, we move it to an archive so that it can be restored. To erase it permanently, email support@nvestiv.ai.

16.6 Data after your account ends. We keep your Customer Content for 90 days so that you can ask for a copy. After that, we keep it archived for up to 12 months unless you ask us to delete it sooner by emailing support@nvestiv.ai. Then we delete or de-identify it.

16.7 Deletion requests. You may ask us to delete your personal information by emailing support@nvestiv.ai. We will verify your identity, then delete or de-identify the information within 30 days and confirm when we are done. We may keep information that we must keep by law, need to resolve a dispute or enforce our agreements, or hold in security and audit logs. We restrict access to those logs and use them only for those purposes. If your information is in a Workspace that a Nvestiv customer controls, we act on that customer's instructions, and we will send your request to that customer.

17. Disclaimers

17.1 THE SERVICES, INCLUDING IRIS AND ALL OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVESTIV AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

17.2 WITHOUT LIMITING SECTION 17.1, NVESTIV DOES NOT WARRANT THAT:

(A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE;
(B) ANY OUTPUT, AI-GENERATED CONTENT, SCORE, VERDICT, RESEARCH, THIRD-PARTY DATA OR OTHER CONTENT IS ACCURATE, COMPLETE, CURRENT OR RELIABLE;
(C) ANY ACTION THAT IRIS, AN AUTOMATION OR A BACKGROUND AGENT TAKES WILL BE CORRECT OR WILL PRODUCE THE RESULT YOU WANT;
(D) ANY INTRODUCTION, INVESTOR, COMPANY OR OPPORTUNITY WILL BE SUITABLE FOR YOU, OR THAT ANY RAISE OR TRANSACTION WILL SUCCEED;
(E) THE SERVICES ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL CODE;
(F) CUSTOMER CONTENT WILL NOT BE LOST OR DAMAGED; OR
(G) ANY THIRD-PARTY SERVICE OR CONNECTED ACCOUNT WILL CONTINUE TO WORK WITH THE SERVICES.

17.3 NVESTIV IS NOT RESPONSIBLE FOR ANY INVESTMENT, FINANCIAL, LEGAL, TAX OR BUSINESS DECISION THAT YOU OR ANYONE ELSE MAKES BASED ON THE SERVICES.

17.4 WHERE APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, THOSE WARRANTIES AND CONDITIONS ARE LIMITED TO THE MINIMUM SCOPE AND DURATION THAT THE LAW PERMITS.

18. Limitation of Liability

18.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVESTIV WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL.

18.2 NVESTIV'S TOTAL LIABILITY FOR ALL CLAIMS THAT ARISE OUT OF OR RELATE TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO NVESTIV IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM AND (B) CAD $100. THE EXISTENCE OF MORE THAN ONE CLAIM DOES NOT INCREASE THIS LIMIT.

18.3 THESE LIMITS APPLY WHATEVER THE LEGAL THEORY OF THE CLAIM, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, AND EVEN IF NVESTIV WAS TOLD THAT SUCH DAMAGES WERE POSSIBLE.

18.4 THESE LIMITS DO NOT APPLY TO LIABILITY THAT THE LAW DOES NOT ALLOW US TO LIMIT, INCLUDING LIABILITY FOR FRAUD OR WILFUL MISCONDUCT.

19. Indemnification

19.1 Your indemnity. You agree to defend, indemnify and hold harmless Nvestiv and its officers, directors, employees and agents from all claims, losses, damages, liabilities, costs and expenses, including reasonable legal fees, that arise out of or relate to:

(a) your use of the Services;
(b) your breach of these Terms, the AUP or any other document that forms part of these Terms;
(c) your breach of any law, including securities, anti-spam, telemarketing, privacy and recording laws;
(d) your Customer Content, including any claim that it infringes someone's rights or that you lacked the right or consent to submit it;
(e) any message or action that IRIS, an automation or a background agent sends or takes on your instructions; or
(f) your use of any Connected Account or Third-Party Service, including any breach of its terms.

19.2 Procedure. We will make reasonable efforts to tell you promptly of any claim we become aware of. We may take control of the defence of any claim at your expense, and you must cooperate with our defence. You must not settle any claim without our prior written consent.

20. Dispute Resolution and Arbitration

20.1 Informal resolution first. Before a party starts arbitration, it must send the other party written notice of the dispute and try in good faith to resolve it for 30 days. Billing disputes start at support@nvestiv.ai (Section 10.8). Send notices to Nvestiv as Section 21.4 describes.

20.2 Binding arbitration. Any dispute that arises out of or relates to these Terms or the Services, including their formation, validity or termination, will be finally resolved by confidential arbitration under the Arbitration Act, 1991 (Ontario). The ADR Institute of Canada will administer the arbitration under its Arbitration Rules. There will be one arbitrator. The seat is Toronto, Ontario, and the language is English. The arbitrator's award is final, and any court with jurisdiction may enter judgment on it.

20.3 Individual claims only. You and NVESTIV may bring claims only individually. Each of you waives any right to bring or take part in a class, collective or representative proceeding. The arbitrator may award relief only on an individual basis. If a court decides that this Section 20.3 cannot be enforced for a particular claim, that claim (and only that claim) will be decided by the courts of Ontario, and all other claims remain subject to arbitration.

20.4 Exceptions. Either party may ask the courts of Ontario for urgent injunctive relief, or for relief against infringement of its intellectual property. This section does not remove rights that cannot be waived under consumer protection law that applies to you.

20.5 Confidentiality. The arbitration, all submissions and evidence, and the award are confidential, except as needed to enforce or challenge the award or as the law requires.

21. General

21.1 Governing law. These Terms, and any dispute that arises out of or relates to them or the Services, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law rules. Subject to Section 20, you and Nvestiv submit to the exclusive jurisdiction of the courts of Ontario sitting in Toronto.

21.2 Changes to these Terms. We may change these Terms at any time. A change takes effect when we post it, and the "Last Updated" date shows the current version. If you use the Services after a change, you accept it.

21.3 Electronic communications. By using the Services, you consent to receive communications from us electronically, including by email, by message in the Services and by notices posted on our website. These electronic communications satisfy any legal requirement that a communication be in writing.

21.4 Notices. We may send you notices at the email address on your account or in the Services. You must send legal notices to us by email to support@nvestiv.ai, with a copy by mail or courier to Nvestiv Capital Corporation, 80 Atlantic Ave, 4th Floor, Toronto, Ontario, Canada M6K 1X9. Billing notices go to support@nvestiv.ai, and deletion and privacy requests go to support@nvestiv.ai.

21.5 Assignment. You may not assign or transfer these Terms, or any right or obligation under them, without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, reorganization or sale of assets. These Terms bind and benefit each party's permitted successors and assigns.

21.6 Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, fire, flood, pandemic, war, terrorism, civil unrest, labour disputes, government action, failures of the internet, utilities or hosting providers, failures of AI model or other third-party providers, and cyberattacks.

21.7 Severability. If any provision of these Terms is found invalid or unenforceable, it will be changed to the minimum extent needed to make it enforceable, and the remaining provisions remain in full effect.

21.8 Waiver. Our failure or delay in enforcing a provision is not a waiver of it. A waiver is effective only if it is in writing and signed by us.

21.9 Entire agreement. These Terms, together with the Privacy Policy, the AUP, and any Order Form and the Services Agreement that apply to you, are the entire agreement between you and Nvestiv about the Services. They replace all earlier agreements, proposals and understandings about the Services.

21.10 Order of precedence. If two of these documents conflict, they control in this order:

an Order Form or the Services Agreement, for the matters they cover;
these Terms;
the Acceptable Use Policy.

Despite this order, on the collection, use and disclosure of personal information the Privacy Policy controls, and a data processing agreement that we sign with a Customer controls for personal information we process on that Customer's behalf.

21.11 Export. You must comply with all export control and economic sanctions laws that apply to you. You may not export, re-export or transfer the Services, or any technical data from them, in breach of Canadian, US or other applicable export or sanctions laws, or to a person or place that those laws prohibit.

21.12 Relationship of the parties. You and Nvestiv are independent contractors. These Terms do not create a partnership, joint venture, employment or fiduciary relationship. Except as Section 5.2 describes for IRIS acting on your instructions, neither party is the agent of the other.

21.13 No third-party beneficiaries. These Terms are for the benefit of you and Nvestiv only. No other person has any right to enforce them, except the persons indemnified under Section 19.

21.14 Survival. Sections 2, 5.3, 6, 7, 8.5, 8.7, 10 (for fees due), 13.2, 13.3, 14, 16.4 to 16.7, and 17 to 21, and any other provision that by its nature should survive, survive the end of these Terms.

21.15 Headings. Headings are for convenience only and do not affect how these Terms are interpreted.

21.16 Language. These Terms are written in English. If we provide a translation, the English version controls to the extent the law permits.

22. Contact

Nvestiv Capital Corporation
80 Atlantic Ave, 4th Floor
Toronto, Ontario, Canada M6K 1X9
Phone: 1 (888) 831-9886

General legal and privacy questions: support@nvestiv.ai
Deletion and privacy-rights requests: support@nvestiv.ai
Billing questions and disputes: support@nvestiv.ai