Commercial Terms

Latest Update: 2025.01.06

The Commercial Terms (along with any Order, “Terms”) are between the entity identified in an Order (“Customer,” “you,” “yours”) and La Compagnie Optionality, with a registered address at 230 Hyppolite-Denaut La Prairie (Quebec), J5R6P2, Canada (“Optionality.ai,” “us,” “we,” “our”). The Terms enter into force upon acceptance of the Order and continues until terminated as indicated herein. If you have any questions, you can reach out to us by email at legal@optionality.ai.

1. DEFINITIONS

The expressions which are not defined elsewhere in the Terms are defined below.

Affiliates: Any person or entity directly or indirectly controlling, controlled by or under common control with a party, where “control” means the legal power to direct or cause the direction of the general management of a party.
Aggregated Data: Data that no longer identifies a person nor Customer.
Anonymized Data: Customer Data, which no longer allows for the identification of an individual. For the avoidance of doubts, Anonymized Data does not include Personal Data.
API Calls: A request made by Customer to access or interact with the Services via our APIs, including, but not limited to, retrieving data or submitting data (such as Inputs or Outputs) or invoking any functionality provided by the API.
Confidential Information: Any information disclosed by a party (the “Disclosing Party”) to the other party or its Representatives (the “Receiving Party”), including all computer programs, codes, algorithms, know-how, processes, formulas, marketing plans, strategic plans, and other technical, business, financial and product development data and any other information which the Receiving Party should reasonably know is confidential to the Disclosing Party.
Customer Data: Any data information or materials provided or submitted by Customer while using the Services. Customer Data does not include the Inputs.
Documentation: The documentation and other materials made available to Customer by Optionality.ai in connection with the Services, including the specifications available Here.
Intended Purposes: The permitted purposes for using the Services include providing business intelligence data, generating reports, and supporting activities such as financial advisory, mergers and acquisitions (M&A), investment analysis, and matchmaking with investors or potential targets. The Services may also be used for other similar legitimate business purposes aligned with these objectives.
IP: All intellectual property, including, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulas, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trademarks and any and all proprietary rights provided under patent law, copyright law, trademark law, design patents or industrial design law, semiconductor chip or mask work law, or any other statutory provision or civil or common law principle applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing.
Order: An order, a quote, a purchase order, a change order or procurement document that indicates the applicable Services, the Subscription Term, and the fees payable by Customer for the Services.
Outputs: Include, but are not limited to, any reports, analyses, summaries, visualizations, data insights, and any other results generated by or derived from the Services, whether provided directly through the application or by API, or otherwise. Outputs also include any derivatives, adaptations or representations of such content.
Personal Data: Any data that can identify an individual directly or indirectly and which is collected, used or disclosed on behalf of Customer as part of the Services.
PoC Services: Any Services provided, for any period, as a proof-of-concept, beta trial, early version for evaluation, developer-only version, free trial, temporary access, or preview version. PoC Services include any temporary access to part, or all the Services provided for testing, sampling, or demos.
Inputs: Any data, information, materials, or content that is retrieved, accessed, processed, or otherwise made available to Customer through the Services. Inputs included publicly available data derive from websites, databases, or open data sources.
Representatives: A party’s Affiliates, directors, employees, agents, licensors, service providers, officers, and representatives.
Security Incident: The unauthorized access, use or disclosure of Personal Data, the loss of Personal Data, or any other breach of such information, or otherwise, a breach of our security measures leading to an unauthorized access, use or disclosure of other types of Customer Data.
Services: The services provided to Customer as described in an Order, including any subscriptions, online services, API services, connectors, and technical support.
Subscription Term: The period during which the Services will be provided or made available to Customer, as indicated in the Order.
Third-Party Services: Any integration partners, third-party applications, technologies, or services, including Customer’s IT systems, vendors, and partners.

2. PROVISION OF THE SERVICES

Procurement: Subject to the payment of the fees, during the Subscription Term, will provide the Services described in an Order.
Provisioning: Customer is responsible for provisioning end users’ access to and configuring the Services.Optionality.ai is not responsible for end users’ failure to protect the confidentiality of their credentials. Customer will promptly suspend access to compromised accounts and inform Optionality.ai of such compromission.
Optionality.ai API: During the Subscription Term, Customer, including any Authorized Affiliates, is entitled to access and use the Optionality.ai API for the number of API Calls specified in the Order. If the Customer exceeds the allocated number of API Calls, Optionality.ai reserves the right to apply overage fees as detailed in the Order. Continued access to the Optionality.ai API may be temporarily suspended until the overage fees are paid in full.
Third-Party Services: Optionality.ai makes no warranties or guarantees regarding the compatibility, availability, performance, or reliability of Third-Party Services, including integration. Customer acknowledges that any decision to use or interface with Third-Party Services is made independently and at the Customer’s own risk. Optionality.ai does not endorse, support, or assume responsibility for Third-Party Services, including their security, data handling, or compliance with applicable laws and regulations. It is solely Customer’s responsibility to perform due diligence and verify the suitability, security, and legal compliance of any third-party services for their intended use, including any data transfers to or from such Services. Optionality.ai will not be liable for any issues, damages, or losses arising from Customer’s use of Third-Party Services or any incompatibility between such Third-Party Services and our Services.
Information: Customer acknowledges that the Inputs and Outputs are for informational purposes only and do not constitute legal, financial or investment advice. Optionality.ai assists financial advisors with publicly available information to provide insights and contextual analysis. The Services leverage artificial intelligence to create Outputs, which may include summaries, analyses, or other insights based on publicly available data. While artificial intelligence enhances the analysis, it is not error-free and may produce unexpected or inaccurate results.
Service Levels: During the Subscription Term, Optionality.ai will provide technical support and maintenance services to Customer as reasonably required to ensure the functionality of the Services. Such support will be limited to email-based assistance during standard business hours and periodic updates or fixes to address critical issues. We will make commercial reasonable efforts to address technical support requests without undue delays. The Services will be available with a 99.5% uptime commitment.
POC Services: Notwithstanding anything to the contrary, PoC Services are provided “as is,” “where is,” and “as available,” and neither Optionality.ai nor its Representatives make no representations or warranties. PoC Services may contain bugs, errors, limited functionalities and may be interrupted or suspended at any time. Any interface, information, or content accessed or used within PoC Services is our Confidential Information. The PoC Services may be automatically disabled upon the expiration of the designated usage period, or at our discretion, with or without prior notice.

3. ACCEPTABLE USE POLICY

Permitted Uses: Customer will not, and will not allow end users, to use the Services in violation of the Acceptable Use Policy. Without limiting the generality of the foregoing, Customer will use the Services for the Intended Business Purposes, and in compliance with applicable laws.
Benchmarking: Customer agrees not to engage in any competitive analysis, benchmarking, or performance testing of the Services without the prior written consent of Optionality.ai. During the Term, Customer will not disparage, publicly criticize, call into disrepute, or otherwise defame or slander the Optionality.ai Platform, Optionality.ai or its Representatives, in any manner that would reasonably be expected to damage the business or reputation of Optionality.ai or its Representatives.
Prohibited Actions: Customer shall not (a) modify, reverse engineer, decompile, or disassemble the Optionality.ai Platform; (b) remove, obscure, or alter any IP notices in the Services, or in the Outputs; or (c) sell, assign, rent, lease, lend, distribute, export, license, or otherwise transfer any rights to Optionality.ai’s IP, except as expressly permitted under the Terms.
Prohibited Uses: Customer represents and warrants that it will not, and it will not allow the use of the Optionality.ai Platform in a manner that: (a) disrupt or interfere with the use and enjoyment of the Optionality.ai Platform by others, including through denial-of-service attacks; (b) create, transmit, or store material that infringes third-party IP and privacy rights, or (c) is threatening, abusive, fraudulent, or otherwise illegal; (d) results in sharing accounts or access with unauthorized parties, including through time-sharing or service bureaus; (e) results in the use of automated tools such as robots, scrapers, or data mining tools to extract, access or monitor any parts of the Services, including the Outputs, except as expressly permitted in these Terms; (f) scan, probe, or perform unauthorized discovery on any computer systems, networks, or assets; or (g) penetrate Optionality.ai’s security, including by introducing malware or exploiting vulnerabilities, without prior written authorization.
Monitoring: Optionality.ai reserves the right to monitor Customer’s use of the Services to ensure compliance with the Terms. If, in Optionality.ai’s sole discretion, such use is found to violate the Terms, or if it is determined that Customer’s use poses a threat to the security, integrity, performance, or functionality of the Services, Optionality.ai may, with or without prior notice, take immediate action to suspend or restrict Customer’s access to the Services. Optionality.ai will notify Customer of any suspension or restriction as promptly as reasonably possible, and any such suspension will be limited to the minimum extent necessary to address the issue or violation.

4. IP

Customer Data: Except as explicitly set forth herein, Customer retains all rights, title, and interest in and to Customer Data and Anonymized Data. Optionality.ai retains all rights, title, and interest in the Aggregated Data. Except as explicitly set forth herein, we retain all rights, title and interest in and to the Services, including, any improvements, modifications, or derivatives thereof.
Inputs: The Inputs, including any publicly available data accessed or retrieved through the Services, remain the property of the original data sources or licensors. Optionality.ai grants Customer a limited license to use the Inputs solely within the scope of the Intended Purposes and as permitted under these Terms. Customer may not store, aggregate, resell, or use Inputs to create derivative works outside of the Intended purposes.
Derivative Works: Customer agrees not to create any derivative works, adaptations or modifications to the Services, except where strictly necessary to use the Services for the Intended Purposes. The Outputs may not be used to enhance products, services, or solutions that compete with Optionality.ai.
Feedback: Optionality.ai will be the sole owner of any suggestions, enhancement requests, recommendations or other feedback provided by Customer to Optionality.ai, to the extent that they relate to the Optionality.ai Platform (“Feedback”). Customer hereby assigns to Optionality.ai all its rights, titles, and interests therein, and waives any non-assignable moral right therein, Optionality.ai accepting such assignment and waiver.

CONFIDENTIAL INFORMATION

Exclusions: Confidential Information does not include information which the Receiving Party can demonstrate: (a) is readily available to the public in the same form through no fault of the Receiving Party, (b) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restrictions on disclosure or (c) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to disclosure to the Receiving Party by the Disclosing Party.
Obligations: The Receiving Party may not use or disclose the Disclosing Party’s Confidential Information, except (a) as reasonably required to provide the Services and execute its obligations pursuant to the Terms; (b) to comply with applicable laws, and (c) to obtain professional advice, such as from a financial or legal counsel. Each recipient will be under a confidentiality agreement substantially similar to the one contained herein, or a similar legal obligation.
Legal Disclosure: If the Receiving Party is required by law, regulation, court order, or by a governmental or regulatory authority to disclose any Confidential Information of the Disclosing Party, the Receiving Party will, to the extent permitted by applicable law, promptly notify the Disclosing Party in writing of such requirement prior to making the disclosure. The Receiving Party will reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, in any efforts by the Disclosing Party to limit, restrict, or contest the required disclosure or to obtain a protection order or other confidential treatment of the Confidential Information. The Receiving Party will only disclose the portion of the Confidential Information which it reasonably believes is legally required to disclose.
Deletion: Upon the termination or expiration of the Terms, for any reason, the Receiving Party will securely destroy the Disclosing Party’s Confidential Information or, at the request of the Disclosing Party, return all Confidential Information in its possession. Notwithstanding the foregoing, the Receiving Party may keep copies of Confidential Information if required to comply with applicable laws or their administration, and as part of reasonable and encrypted backups for business continuity purposes.

6. LICENSING AND USAGE

API Usage: Subject to these Terms, Optionality.ai grants the Customer a limited, perpetual, non-exclusive, non-transferable, and non-sublicensable (except as explicitly permitted herein) license to use the Outputs solely for the Intended Purposes. Customer acknowledges and agrees that the Outputs may not: (a) be used, directly or indirectly, to develop, support, or enhance any product, service, or solution that competes with Optionality.ai; (b) be monetized, sublicensed, resold, or redistributed to any unauthorized third parties; (c) be used to modify, repackage, or otherwise alter them for purposes beyond the Intended Purposes; (d) be used in violation of applicable laws, regulations, or these Terms; or (e) be used to create, train, or enhance any artificial intelligence models, machine learning systems, or other data-driven products or services, unless explicitly authorized in writing by Optionality.ai.

For clarification, the Customer is prohibited from creating derivative works based on the Outputs or Intelligence Data, except where such derivative works are strictly necessary for the Intended Purposes. Under no circumstances may the Customer use Outputs or Intelligence Data in a manner that competes with Optionality.ai or undermines its business operations.Customer Data: During the Subscription Term, you grant us a limited, non-exclusive, non-transferable (except as set forth in the Terms) and revocable license to use Customer Data solely to (a) provide the Services, (b) comply with the Terms, including to execute its rights and obligations as set forth in the Terms; (c) monitor and improve the performance and security of the Services and (d) generate Aggregated Data and Anonymized Data, provided that such data no longer identifies individuals or Customer directly or indirectly. Customer is responsible for ensuring that it has all the rights, consents and approval required for us to process Customer Data pursuant to the Terms.
Outputs: Subject to the Terns, Optionality.ai grants to Customer a perpetual, non-exclusive, non-transferable, and non-sublicensable (except as explicitly permitted herein) right to use the Intelligence Data solely for the Intended Purposes. This right does not include the ability to monetize, resell, sublicence, or make the Intelligence Data available to unauthorized third parties.
Anonymized Data: We may create Anonymized Data from Customer Data in accordance with applicable laws. During the Subscription Term, Customer grants Optionality.ai a non-exclusive, royalty-free, non-sublicensable and transferable (except as set forth herein) license to use Anonymized Data (a) for improving the Services; (b) conducting research and development and (c) similar legitimate and internal business purposes, including generating Aggregated Data.

7. DATA PROCESSING

Personal Data: Optionality.ai will only process Personal Data as permitted under these Terms and will not use Personal Data for marketing purposes.
Service Providers: Before engaging any service providers to process Customer Data, Optionality.ai ensures that such service providers implement adequate measures to protect Customer Data and enter into contractual agreements that include data protection terms substantially similar to those set forth in these Terms. Upon the Customer’s written request, Optionality.ai will provide a list of service providers authorized to process Personal Data on its behalf.

Return & Deletion

Deletion by Customer: Optionality.ai will enable Customer to delete Customer Data during the Term in a manner consistent with the functionality of the Services. If Customer uses the Services to delete any Customer data during the Term and that Customer Data cannot be recovered by Customer, this use will constitute an instruction to delete the relevant Customer Data from the systems. We will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days except as set forth otherwise by applicable laws.

Return of Deletion

Data Security: Optionality.ai will implement and maintain commercially reasonable technical, organizational, and physical measures to protect Customer Data against a Security Incident (the “Security Measures”). The Security Measures include (a) technical testing of the relevant interfaces, including intrusion testing; (b) encryption for data in-transit; (c) role-based access control, (d) log monitoring and (d) privilege access management.
Privacy Impact Assessment: If Customer is required to conduct a Privacy Impact Assessment (“PIA”) under applicable privacy laws, Optionality.ai will cooperate in good faith by providing reasonably requested information in a timely manner. Optionality.ai may charge additional fees for any supplementary support provided to the Customer in connection with the PIA.
Security Incident: In the event of a Security Incident, Optionality.ai will notify you without undue delay and, in any case, within 72 hours of becoming aware of the incident. The notification will include (a) information about the likely consequences of the Security Incident, (b) a description of the measures taken or proposed to mitigate the associated risks, and (c) other relevant details to assist in compliance with applicable laws for notifying incidents.

If certain information is unavailable at the time of the initial notification, Optionality.ai will provide updates as the information becomes available. Optionality.ai will investigate the root cause and attack vectors involved in any material Security Incident and implement reasonable remediation plans to prevent its recurrence.

Violations: Each party shall promptly notify the other party in writing upon becoming aware of any breach of applicable privacy laws or any provisions of this contract related to the protection of personal data. Notification shall occur without undue delay and include sufficient detail to allow the receiving party to understand the nature and scope of the breach. The parties agree to cooperate in good faith to (a) mitigate the effects of such breaches, and (b) implement appropriate measures to prevent similar incidents from occurring in the future.
Audit Rights: Once per calendar year, upon giving Optionality.ai at least 30 days’ written notice, Customer may audit Optionality.ai’s compliance with this Section 7. We will provide the information reasonable requested in writing. Audits must be conducted by persons bound by confidentiality obligations and during regular business hours to minimize disruption to our operations. In case of any identified non-compliance, the parties will agree on a remediation plan, and Optionality.ai will provide regular updates on its completion: If an audit reveals any material non-compliance, Customer may conduct a follow-up audit within the same calendar year to verify that the remediation plan has been properly implemented.

8. FEES, TAXES

Payment: Customer will pay for the fees, and any other amounts owing under the Terms, as specified in the Order. Customer will pay for all taxes which Optionality.ai is required to collect pursuant to applicable laws. Unless specifically agreed otherwise in the Terms, the fees are non-reimbursable and non-cancellable.

Payment Terms: Unless otherwise specified in such Order, Customer will pay all fees within 30 days of the receipt of an invoice. If the fees are not paid within this delay, the interest of 1.5% monthly (or 18% annually) will be applied to any overdue fees, until the payment of such fees and corresponding interests. If the fees are not paid within 60 days after Optionality.ai provides a written notice to this effect to Customer, Optionality.ai may suspend the performance of the Services until reception of the payment for the fees overdue and the corresponding interests. If Customer does not pay the fees for a period of 90 days, upon receiving a notice to this effect by Optionality.ai, Customer will reimburse any costs and expenses (including but not limited to reasonable attorneys’ fees) incurred by Optionality.ai to collect any undisputed amount that is not paid when due. The fees due by Customer may not be withheld or offset against amounts due to Customer by Optionality.ai for any reason.
Credit Cards: If Customer opts to pay by credit card, the applicable fees will be charged automatically to the credit card on file upon the issuance of an invoice, unless otherwise specified. Customer is responsible for ensuring that valid and up-to-date credit card details are provided and maintained.
Renewal: The Order renews for a subsequent Subscription Term of the same length unless either party indicates that it does not intend to renew at least 30 days before the end of the then-current Subscription Term. Optionality.ai reserves the right to adjust the fees applicable to the subsequent Subscription Term. Any changes to the fees will be communicated to Customer in writing at least 60 days before the renewal date. If Customer does not agree to the adjusted fees, Customer may elect not to renew the Subscription Term by providing written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.
Dispute: If Customer disputes, in good faith, any portion of an invoice, Customer will provide a written notice to Optionality.ai within 30 days from the invoice date, specifying the nature and amount of the dispute. Customer will pay any undisputed portion of the invoice. The parties will work together in good faith to resolve the dispute within 30 days from the date of the written notice. If the parties are unable to resolve the dispute within the specified period, each party reserves the right to exercise any remedies available under the Terms or applicable law.

9. REPRESENTATIONS AND WARRANTIES

Mutual: Each party represents and warrants to the other that (a) the Terms has been duly executed and delivered and constitute a valid and binding agreement enforceable against such party in accordance with its terms, and (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of Terms.

Optionality.AI: We represent and warrant that the Services will be performed in a professional manner, in accordance with the Documentation.

WARRANTIES: NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS, THE SERVICES AND ANY RELATED MATERIALS, INFORMATION OR DOCUMENTATION ARE PROVIDED “AS IS,” “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPTIONALITY.AI AND ITS REPRESENTATIVES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EXCEPT AS SET FORTH IN THE TERMS, OPTIONALITY.AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED.

10. INDEMNITY

Customer agrees to indemnify, defend, and hold harmless Optionality.ai and its Representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer’s use of the Services in violation of the Terms, including the Acceptable Use Policy; and (b) any breach of the rights or licenses granted under the Term. Optionality.ai will provide Customer with prompt written notice of any claim for which indemnification is sought and will reasonably cooperate in the defence of the claim at the Customer’s expense. Customer shall not settle any claim without the prior written consent of Optionality.ai, which shall not be unreasonably withheld.

11. LIMITATION OF LIABILITY

Indirect Damages: Neither party will be liable to the other party for consequential, incidental, special, indirect or exemplary damages, including by not limited to any loss of profits, business contracts, anticipated savings, goodwill, data, productivity or revenue, or any wasted expenditure, in each case arising out of or related to the subject matter of the Terms, even if apprised of the likelihood of such damages occurring.
Limitation of Liability: Except for an indemnification claim pursuant to Section 10 (the “Excluded Claims”), to the greatest extent permitted under applicable law, neither Optionality.ai nor the Customer shall be liable to the other or their Representatives for damages exceeding the fees paid or payable by the Customer for the Services in the last 12 months, as set forth in an Order. Notwithstanding the foregoing, each party’s liability for the Excluded Claims shall be limited to twice the fees paid or payable by the Customer for the Services in the last 12 months, as set forth in an Order.
Risk Allocation: These Terms reflect the allocation of risks between the parties, as represented in the fees. Each provision limiting liability, disclaiming warranties, or excluding damages is severable and operates independently from the others. The limitations set forth in Section 11 do not apply to bodily harm, or to other matters for which a party cannot exclude its liability under applicable laws.

12. DISCLAIMERS

INPUTS AND OUTPUTS: NOTWITHSTANDING ANYTHING TO THE CONTRARY, OPTIONALITY.AI DOES NOT GUARANTEE THE CONTENT, ACCURACY, RELIABILITY, OR LAWFULNESS OF THE INPUTS OR OUTPUTS GENERATED BY THE SERVICES. OUTPUTS ARE BASED ON PUBLICLY AVAILABLE DATA AND TRAINING DATA OVER WHICH OPTIONALITY.AI HAS NO CONTROL, AND AS SUCH, OPTIONALITY.AI MAKES NO REPRESENTATIONS REGARDING THEIR CONTENT, ACCURACY, RELIABILITY, OR LAWFULNESS. OPTIONALITY.AI IS NOT RESPONSIBLE FOR VALIDATING, VERIFYING, OR INTERPRETING THE SOURCE DATA, AI-GENERATED SUMMARIES, OR ANY OTHER INPUTS OR OUTPUTS.CUSTOMER ACKNOWLEDGES THAT THE USE OF INPUTS AND OUTPUTS IS AT ITS SOLE RISK. OUTPUTS ARE PROVIDED SOLELY FOR INFORMATIONAL PURPOSES AND SHOULD BE INDEPENDENTLY VERIFIED BY CUSTOMER. OPTIONALITY.AI AND ITS REPRESENTATIVES DISCLAIM ALL LIABILITY FOR THE ACCURACY, COMPLETENESS, LEGALITY, OR USE OF THE INPUTS OR OUTPUTS.

ARTIFICIAL INTELLIGENCE: THE SERVICES LEVERAGE ARTIFICIAL INTELLIGENCE TO PROVIDE INSIGHTS AND CONTEXTUAL ANALYSIS, INCLUDING TO GENERATE OUTPUTS. THE USE OF ARTIFICIAL INTELLIGENCE IS NOT ERROR-FREE AND MAY PRODUCE UNEXPECTED OR INACCURATE RESULTS.

TERMINATION; SUSPENSION

Termination for Convenience: Either party may terminate the Terms, or an Order, for convenience upon written notice of 30 days to the other party. If an Order is terminated for convenience by Customer, all fees due until the end of the then-current Subscription Term will be become immediately payable and may be invoiced by Optionality.ai. Otherwise, Optionality.ai will reimburse Customer for the fees paid in advance for Services not yet rendered.
Termination for Cause: Either party may terminate part or all of the Terms in the event of a material breach by the other party that has not been cured within 30 days of receiving written notice of such breach from the non-breaching party. Notwithstanding the foregoing, either party may terminate the Terms immediately upon written notice to the other party if the other party:(a) commits a material breach of the Terms that is incapable of being cured, or (b) commits a material breach that cannot reasonably be cured within the 30-day notice period.
Bankruptcy: Either party may terminate the Terms immediately upon written notice to the other party if the other party: (a) becomes insolvent or is unable to pay its debts as they become due; (b) files a petition for bankruptcy, reorganization, or similar proceeding, or such a petition is filed against it and not dismissed within 90 days; (c) discontinues its business operations; or (d) has a receiver appointed or makes an assignment for the benefit of its creditors.
Effects of Termination: The following provisions of these Terms will survive termination: Sections 2.1(Provisioning), 4 (IP), 5 (Confidential Information), 6.3(Outputs and API Usage), 8 (Fees, Taxes), 10 (Indemnity), 11 (Limitation of Liability), 12 (Disclaimers), and 14 (General Provisions), as well as any other provisions that by their nature are intended to survive termination. If the Terms are terminated by Optionality.ai due to a material breach by Customer, all fees due for the remainder of the then-current Subscription Term will become immediately payable. Conversely, if the Terms are terminated due to a material breach by Optionality.ai, Customer will only be liable for fees up to the termination date.

GENERAL PROVISIONS

shall prevail unless expressly stated otherwise within the conflicting terms.

Governing Laws & Jurisdiction: The Terms will be governed by the laws of the Province of Quebec and the applicable federal laws of Canada. The parties agree to submit to the exclusive jurisdiction of the courts located in the judicial district of Montréal, Quebec. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from application to these Terms.
Entire Agreement: These Terms constitute the entire agreement between the parties regarding the subject matter herein, superseding all prior agreements, understandings, or discussions. No implied terms, conditions, commitments, or warranties exist unless expressly set forth in these Terms.
Waiver: No waiver, course of dealing, or prior conduct shall modify, interpret, supplement, or alter the Terms. If any provision of these Terms is found to be unlawful or unenforceable by judicial interpretation, it shall be deemed ineffective to the extent of such prohibition, without materially adversely affecting the remaining provisions or the rights and obligations of either party.
Partnership: These Terms do not create a partnership, joint venture, or other similar relationship between the parties. Neither party is authorized to assume or create any obligation on behalf of the other party.
Amendments: Optionality.ai reserves the right to modify these Terms from time to time. Optionality.ai will provide Customer with at least 30 days’ prior written notice of any such modification. If any modification results in a material adverse change to Customer’s rights or obligations under these Terms, Optionality.ai will expressly notify Customer of the change, and Customer will have the opportunity to object to the modification within the 30-day notice period. If Customer does not object to the modification in writing within 30 days of receiving notice, the modification will be deemed accepted, and the Terms will be considered modified accordingly
Force Majeure: Except regarding a payment obligation, neither party will be liable for any failure or delay in performing its obligations under the Terms due to circumstances beyond its reasonable control, including, but not limited to, acts of God, natural disasters, pandemics, war, terrorism, civil unrest, labour disputes, or any other extraordinary events or circumstances. The affected party will promptly notify the other party and make efforts to mitigate the impact of such an event on the other party. If the force majeure continues for more than 30 days, either party may terminate the Terms without any liability or further obligation to the other party, except for any accrued but unpaid fees due at the date of termination. The fees paid in advance corresponding to Services to be provided after the date of termination will be reimbursed in prorate of the time remaining in the Subscription Term.
Assignment: Neither Party may assign part or all of the Terms without the prior written consent of the other, provided that either party may, in case of a sale of all or parts of its assets or a merger and acquisition or restructuring of its business, assign the Terms to a successor in interest or an Affiliate, upon written notice to the other party.
Notices: Any notice required under the Terms will be in writing and will be deemed to have been duly given (a) when delivered in person; (b) when sent by confirmed email or electronic messages or (c) when sent by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties at the addresses set forth in the Order, or in the case of Optionality.ai, at legal@optionality.ai. Notice will be deemed effective upon receipt.

Commercial Terms

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