TERMINAL TERMS (2026:9)
Version 2026:9 - Last Updated: September 4, 2026
By executing an Order Form and/or accessing or using the Software, you expressly acknowledge that you understand these Terminal Terms and accept all of its terms and conditions. If you are accessing the Software on behalf of an organization, you represent that you have the authority to bind the organization to these Terms.
Order Forms are automatically deemed to include all the terms and conditions of these Terminal Terms; provided that whenever the provisions of the Order Form expressly conflict with these Terminal Terms, the conflicting provisions of the Order Form control and shall take precedence over the conflicting provisions of these Terminal Terms.
1. DEFINITIONS
1.1 In this document, unless the context otherwise requires:
“Administrator” means a person or persons assigned by the Client to have the authority to act as the administrator of the subscription on behalf of the Client.
“Applicable Law” means all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws, rules, regulations, permits, licenses, authorizations, directions and agreements with all applicable government authorities, agencies, bodies or departments, having jurisdiction over these Terminal Terms or the supply or use of the Services.
“Business Day” means any day other than a Saturday, Sunday, or a statutory or civic holiday observed in Ontario, Canada. “Business Hour” means the hours of 9:00 am to 5:00 pm Eastern Time on a Business Day.
“Client” means the individual or organization who is bound by the terms of the Order Form and these Terminal Terms.
“Client Data” means any data or content inputted into the Software by the Client or any of its Users.
“Cloud Providers” has the meaning given in Section 5.1 (Hosting and Support) below.
“Effective Date” means the date the Order Form is last signed by a Party.
“Fees” means the fees payable by Client pursuant to the Order Form, these Terminal Terms, and any applicable Schedules.
“Order Form” means (i) an executed written order form; or (ii) an online order to subscribe to the Services from the Provider, in each case that is entered into between the Client and the Provider, including any Schedules, addenda and supplements thereto.
“Permissioned Platform” means, where applicable, the specific website(s), application(s), or other platform(s) identified in the applicable Order Form through which Client is authorized to access or display Provider Data obtained through the Services.
“Personal Information” means any information relating to identifiable individuals, the collection, use or disclosure of which is regulated by Privacy Laws.
“Privacy Laws” means any applicable federal, provincial and local laws, regulations and rules governing the collection, use and disclosure of information relating to identifiable individuals, including the Personal Information Protection and Electronic Documents Act (Canada) and provincial equivalents.
“Professional Services” means the professional services as more particularly described in the Order Form and any additional Schedules.
“Provider Data” means any data or content made available through the Software by the Provider and/or its licensors, including any output generated and returned by the Services.
“Schedule” means a schedule attached to these Terminal Terms, or which may be added hereafter by written agreement of the parties.
“Services” means, collectively, the Fiscal.ai Terminal, any Professional Services, and any related support, as identified in the applicable Order Form.
“Software” means the Fiscal.ai Terminal (including the Provider Data) licensed to Client, and the number of User licenses purchased pursuant to the Order Form.
“Term” shall have the meaning given in Section 14.1.
“User” means an individual user who is permitted to use the Software and has agreed to these Terminal Terms, including an Administrator, and any clients, end-users, employees, or contractors of Client authorized to use the Services.
“User Content” means content featured, displayed, communicated, or transmitted through the Services that is created or uploaded by Users, excluding Client Data.
“Website” means the Fiscal.ai website made available at www.fiscal.ai or its subdomains, owned by the Provider.
2. LICENSE TO SOFTWARE AND LICENSE RESTRICTIONS
2.1 License Grant. Subject to the Order Form and these Terminal Terms, and Client’s timely payment of Fees, the Provider grants Client and its authorized Users a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Fiscal.ai Terminal solely for legitimate business purposes during the Term, in accordance with the Order Form, these Terminal Terms, and any applicable Documentation.
2.2 License Restrictions. Except as set forth in these Terminal Terms, the Order Form, or any applicable Schedule, Client and its Users shall not, and shall not permit any third party to:
(a) make or distribute copies of the Fiscal.ai Terminal;
(b) alter, decompile, reverse engineer, or disassemble the Fiscal.ai Terminal;
(c) sell, rent, share, lease, distribute, or sublicense the Fiscal.ai Terminal;
(d) modify the Fiscal.ai Terminal or create derivative works based on it;
(e) use the Services to breach any third party’s rights or to violate Applicable Law;
(f) access or use the Services to build, train, or improve a product or service competitive with the Fiscal.ai Terminal or any other Provider offering;
(g) use the Services in a manner constituting excessive or abusive usage, as determined by the Provider in its reasonable discretion;
(h) use automated or programmatic methods, including scraping, to extract data or output from the Services other than through the Provider’s documented API under a separate Data Feed API subscription, or MCP Connectors under a separate MCP Connectors subscription, as applicable;
(i) permit Users to share login credentials; or
(j) remove or obscure any proprietary notices displayed within the Software.
2.3 Client Responsibility for Users. Client is responsible for all activity occurring under its Users’ accounts, including former employees or contractors who retain access due to Client’s failure to timely deactivate their account, and shall ensure all Users comply with these Terminal Terms.
2.4 Audit Rights. During the Term and for twelve (12) months thereafter, the Provider may, no more than once in any twelve (12)-month period and upon at least thirty (30) days’ prior written notice, audit Client’s use of the Services to verify compliance with these Terminal Terms, including the number of Users and the scope of Client’s Permissioned Use Case. Audits will be conducted during normal business hours in a manner that does not unreasonably interfere with Client’s business operations, and Client shall provide reasonable cooperation. The Provider will bear the costs of any such audit unless the audit reveals a material breach of these Terminal Terms, in which case Client will reimburse the Provider for its reasonable audit costs, without prejudice to the Provider’s other rights and remedies.
2.5 Modification of the Services. The Provider may modify, update, or discontinue any feature or functionality of the Services at any time, provided that the Provider will use commercially reasonable efforts to notify Client in advance of any modification that materially reduces the core functionality of the Services. The Provider will have no liability for any such modification, update, or discontinuation.
3. USER ACCOUNTS AND TRIAL
3.1 Registration. Upon agreeing to an Order Form, Client’s initial Administrator may register for a User account and, subject to the Order Form, add additional Administrators and authorize additional Users. An Administrator may deactivate any User at any time.
3.2 Trial. If Client agrees to a trial pursuant to an Order Form (a “Trial”), the Services are made available on a trial basis until the end of the trial period specified in the Order Form (the “Trial Period”). During the Trial Period, the Services are provided “as-is” with no warranty, support, or service level commitment.
3.3 Eligibility and Account Security. By registering for a User account, User represents that User is at least eighteen (18) years of age, or the age of majority in User’s jurisdiction of residence, and has the legal capacity to enter into these Terminal Terms. Each User is responsible for: (a) providing accurate, current, and complete information when registering for and maintaining a User account; (b) maintaining the confidentiality and security of User’s password and account credentials; and (c) all activity that occurs under User’s account, whether or not authorized by User. User shall promptly notify the Provider of any known or suspected unauthorized use of User’s account. Where Client is an individual acting in a personal capacity rather than as an employee or contractor of a corporate Client, Client is the User for purposes of this Section 3.3, and no Administrator or corporate Client stands between Client and the Provider with respect to these obligations.
3.4 Free Trial; Automatic Conversion to Paid Subscription. Where Client registers for a free trial of the Services through the Website (a “Free Trial”), Client may be required to provide valid payment card information at the time of registration. The Free Trial will continue for the period specified at the time of registration (typically seven (7) days) (the “Free Trial Period”), unless Client cancels before the end of the Free Trial Period as instructed on the Website. IF CLIENT DOES NOT CANCEL BEFORE THE END OF THE FREE TRIAL PERIOD, CLIENT AUTHORIZES THE PROVIDER TO AUTOMATICALLY CHARGE CLIENT’S PAYMENT CARD THE FEES FOR THE SUBSCRIPTION PLAN SELECTED AT REGISTRATION, AND THE FREE TRIAL WILL AUTOMATICALLY CONVERT TO A PAID SUBSCRIPTION ON THAT BASIS. The Provider may, in its discretion, make available general information regarding the status or expiration of the Free Trial Period through the Website, in-product notifications, or other means, but is under no obligation to provide Client with any specific or direct reminder before conversion. Client may cancel the Free Trial at any time before conversion, without charge, using the cancellation method described on the Website. Once converted, the subscription is governed by these Terminal Terms and renews in accordance with Section 14.1 (Term) unless terminated under Section 14.2 (Termination).
3.5 EU/EEA/UK Right to Cancel. If Client is a consumer located in the European Union, European Economic Area, or United Kingdom, Client may cancel a new paid subscription within fourteen (14) days of the date it begins, for any reason, by notifying the Provider in accordance with Section 14.2 or by emailing info@fiscal.ai. If Client cancels within this 14-day period, the Provider will refund Client on a pro-rated basis for the unused portion of the subscription, less any amount for use of the Services up to the date of cancellation. This Section 3.5 does not apply where Client is acting as a business.
4. PROFESSIONAL SERVICES
4.1 Scope and Changes. If Client wishes to request a change to Professional Services described in an Order Form, or Professional Services outside the scope of an existing Order Form, the parties will work in good faith toward executing a new Schedule describing the additional or modified Professional Services and any associated Fees.
4.2 Performance Standard. The Provider shall perform Professional Services in accordance with the Order Form, these Terminal Terms, and any applicable Schedule, in a timely, diligent, and professional manner consistent with industry standards, subject to Client’s timely cooperation. Unless expressly described as a firm deadline in an Order Form or Schedule, all schedules and timeframes for Professional Services are estimates only.
5. HOSTING AND SUPPORT
5.1 Hosting. The Provider will cause the Software to be hosted on cloud infrastructure maintained by one or more reputable third-party providers (“Cloud Providers”) and will be responsible for contracting with and paying the applicable Cloud Providers.
5.2 Backups. The Provider will create, or cause to be created, a backup of the Software (including Client Data) no less frequently than once every twenty-four (24) hours. Upon Client’s request, the Provider will provide Client with a copy of the most recent backup available.
6. REPRESENTATIONS AND WARRANTIES; CLIENT RESPONSIBILITIES
6.1 Mutual Representations and Warranties. Client represents and warrants that its use, and its Users’ use, of the Services will be consistent with these Terminal Terms and will comply with Applicable Law, and that Client has the right to enter into these Terminal Terms and the Order Form and to perform its obligations hereunder.
6.2 Data Integrity Representation. The Provider represents and warrants that, to its knowledge, the Provider Data does not contain material non-public information or information obtained in breach of a third-party confidentiality obligation. The Provider further represents that it maintains policies and internal controls reasonably designed to identify and prevent the inclusion of such information in the Provider Data. This representation survives termination of these Terminal Terms for two (2) years and is subject to the limitation of liability set out in Section 12.
6.3 Client Responsibilities. Client is responsible for its own Internet access and equipment necessary to access the Services, and is solely responsible for providing, updating, and maintaining Client Data. Client shall be solely responsible for all inputs made through the Services and for all use of Client Data, and agrees to indemnify the Provider from any loss resulting from Client’s or its Users’ breach of these Terminal Terms, as further described in Section 13.
6.4 Communication. The Provider is entitled to rely on communication from any designated Administrator or other authorized Client representative when servicing the subscription, including requests to add Users or otherwise increase the scope of Client’s Order Form.
7. ACCEPTABLE USE
Client and its Users may not, among other things:
(a) use the Services for any illegal, harmful, or abusive purpose;
(b) violate the security or integrity of any network, system, or the Services;
(c) interfere with or disrupt the Services or attempt to gain unauthorized access to any part of the Services;
(d) launch or facilitate a denial-of-service attack against the Software;
(e) remove any proprietary notices;
(f) represent output generated using artificial intelligence features of the Services as being human-generated;
(g) send unsolicited mass communications through the Services;
(h) submit or process, through the Services, any information that constitutes inside information or is otherwise restricted from disclosure under applicable securities, market abuse, or insider dealing laws; or
(i) take any action that risks harm to others or to the security, availability, or integrity of the Services. The Provider reserves the right, but not the obligation, to investigate any suspected violation of this Section 7.
8. FEES, EXPENSES AND PAYMENT
8.1 Fees. Client shall pay the Provider the Fees described in the Order Form. Except as otherwise specified, payment obligations are non-cancelable and Fees paid are non-refundable, and a subscription tier or User quantity may not be decreased during the then-current subscription term. Additional Users may be added upon Client’s written request (email acceptable) to the Provider’s Sales Representative, and the associated Fee increase will be invoiced on a pro-rated basis from the date such Users are added.
8.2 Invoices and Payments. The Provider shall invoice Client in accordance with the Order Form. Unless otherwise specified in the Order Form, Client shall pay each invoice within five (5) calendar days of receipt. Where Client purchases Services with automatic renewals, Client authorizes the Provider to charge the payment method on file on the first day of each billing period. Client is responsible for the accuracy of any payment method information provided to the Provider or its third-party payment processor, and for maintaining the confidentiality and security of such payment information. If Client fails to make any payment when due: (i) the Provider may charge interest at 1.5% per month on overdue amounts, up to 18% per annum or the highest rate permitted by law, if lower; and (ii) if such failure continues for 30 days following written notice, the Provider may suspend Client’s access to the Services until past due amounts are paid, without liability to Client.
8.3 Taxes. All Fees are exclusive of taxes. Client is responsible for all applicable sales, goods and services, harmonized sales, value-added, use, excise, or similar taxes not otherwise included in the Fees, other than taxes imposed on the Provider’s income.
8.4 Fee Changes. The Provider may increase the Fees applicable to any Order Form upon renewal, or otherwise from time to time, by providing Client at least forty-five (45) days’ written notice (which notice may be provided by invoice, email, or posting in accordance with Section 16.7). Client’s continued use of the Services on or after the effective date of the fee change constitutes acceptance of the increased Fees. If Client does not agree to the increased Fees, Client’s sole remedy is to terminate the affected Order Form prior to the effective date of the change.
8.7 Refund Policy. (a) Monthly Plans. Purchases and renewals of a monthly subscription plan are non-refundable. Cancellation prevents future renewals but does not refund the then-current billing period. (b) Annual Plans. A purchase or renewal of an annual subscription plan is eligible for a refund if Client submits a refund request within thirty (30) days of the applicable purchase or renewal date. (c) Free Trial Conversions. Where a Free Trial converts to a paid subscription in accordance with Section 3.4, the refund policy applicable to the resulting charge is the policy set out in Section 8.7(a) or 8.7(b), as applicable, based on the billing cycle Client selected at conversion. (d) Discounted and Student Plans. The refund policy in Section 8.7(a) or 8.7(b) applies to discounted or student pricing plans on the same basis as standard pricing plans, based on the billing cycle selected. (e) Verification. Before reviewing or processing any refund request, the Provider may require Client to confirm the request from the email address associated with Client’s account. (f) Processing. Approved refunds are typically returned to the original payment method within five (5) to ten (10) business days. (g) Exclusions. Notwithstanding the foregoing, refunds under this Section 8.7 are not available where Client has breached these Terminal Terms.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Provider Intellectual Property. Except for licenses expressly granted in these Terminal Terms, the Provider and its licensors retain all Intellectual Property Rights in and to the Fiscal.ai Terminal and the Provider Data.
9.2 Work Product. Unless otherwise provided in the Order Form, the Provider owns all work product resulting from Professional Services and licenses it to Client on the terms set out in the Order Form.
9.3 Client Data. As between the parties, Client is the sole owner of Client Data, subject to a non-exclusive, royalty-free license granted to the Provider to use, host, and process Client Data solely to provide, support, and improve the Services.
9.4 User Content. As between the parties, each User is the sole owner of the User Content that User creates or uploads, subject to a non-exclusive, royalty-free license granted to the Provider to use, host, and process such User Content solely to provide, support, and improve the Services.
9.5 Portfolio Data. Where a User connects an investment portfolio to the Fiscal.ai Terminal, Client grants the Provider a perpetual, irrevocable, worldwide, royalty-free license to use the resulting data regarding such portfolio (“Portfolio Data”), provided that any public disclosure of Portfolio Data by the Provider shall be presented in aggregated and anonymized form such that it cannot reasonably be attributed to Client or any identifiable User.
9.6 Feedback. Client and its Users grant the Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any feedback Client or its Users provide regarding the Services, without restriction and without obligation to Client.
9.7 Third-Party/Open Source Software and Sites. The Fiscal.ai Terminal may contain third-party or open-source software subject to third-party licenses (“Third-Party Licenses”). Without limitation, certain financials and estimates within the Provider Data are provided by S&P Market Intelligence LLC and its suppliers, which shall have exclusive proprietary rights in such data. By accepting these Terminal Terms, Client also accepts any applicable Third-Party Licenses, which are incorporated herein by reference. To view Third-Party Licenses, contact info@fiscal.ai. The Fiscal.ai Terminal may also contain links to third-party websites or content (“Third-Party Sites”). Client and each User access any Third-Party Site at their own risk; the Provider does not endorse, control, or accept responsibility for the content, policies, or practices of any Third-Party Site, and a link does not imply the Provider’s affiliation with or sponsorship of it.
10. USE OF CLIENT NAME AND LOGO (PUBLICITY)
The Provider may use Client’s name, logo, and trademarks in marketing and promotional materials to identify Client as a customer of the Services only with Client’s prior written approval for each specific use, unless Client’s Order Form specifies otherwise.
11. SUPPORT
11.1 Enterprise Support. The Provider will provide support relating to the Services to Client and its Users on a commercially reasonable efforts basis during the Provider's standard business hours, without any specific response time or other service level commitment.
11.2 Sole Remedy. The Client's exclusive remedy, for any support-related issue is for the Provider to use commercially reasonable efforts to correct the underlying issue.
12. DISCLAIMER AND LIMITATION OF LIABILITY
EXCEPT AS SET OUT IN THE ORDER FORM OR THESE TERMINAL TERMS, THE SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION.
THE PROVIDER IS NOT A TAX, LEGAL, FINANCIAL, OR INVESTMENT ADVISOR. THE SERVICES ARE NOT INTENDED TO PROVIDE TAX, LEGAL, FINANCIAL, OR INVESTMENT ADVICE, AND NO CONTENT AVAILABLE THROUGH THE SERVICES CONSTITUTES A RECOMMENDATION THAT ANY SECURITY OR INVESTMENT STRATEGY IS SUITABLE FOR ANY PERSON.
12.1 No Indirect, Etc. Damages. Under no circumstances will either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, goodwill, or data, or cost of procurement of substitute goods or services, in each case regardless of the theory of liability and even if advised of the possibility of such damages.
12.2 Limitation of Aggregate Liability. The liability of either party for any claim arising out of or resulting from these Terminal Terms shall not exceed the greater of (a) the Fees paid or payable by Client to the Provider in the three (3) months preceding the event giving rise to the claim.
12.3 Exceptions. The exclusions in Section 12.1 and the cap in Section 12.2 do not apply to (a) Client’s payment obligations; (b) Client’s indemnification obligations under Section 13; (c) Client’s breach of Section 2.2 or Section 7; or (d) liability that cannot be excluded or limited under Applicable Law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
12.4 Claim Notification. Client must notify the Provider in writing of any claim arising out of these Terminal Terms without undue delay, and in any event within twelve (12) months from the date Client became aware, or reasonably should have become aware, of the circumstance giving rise to the claim.
12.5 No Third-Party Beneficiaries. No User or other third party is intended to have, or will have, any right or cause of action against the Provider under or in connection with these Terminal Terms, whether as a third-party beneficiary or otherwise.
12.6 Beta and Pre-Release Features. The Provider may make features or functionality available to Client on a trial, beta, or pre-release basis (“Beta Features”), which are provided “as is” without any warranty and may be modified or discontinued at any time without liability. Sections 12.1 and 12.2 apply to Beta Features notwithstanding any exceptions set forth in Section 12.3.
13. INDEMNIFICATION
13.1 No Indemnity by the Provider. The Provider does not provide any defence, indemnification, or similar obligation to Client under these Terminal Terms.
13.2 Indemnity by Client. Client agrees to defend, indemnify, and hold the Provider, its directors, officers, employees, agents, contractors, and affiliates harmless from any losses the Provider may incur in connection with any third-party claim relating to or resulting from (a) any breach by Client or its Users of these Terminal Terms; (b) Client Data or User Content; or (c) Client’s or its Users’ negligence or willful misconduct.
13.3 Indemnity by Users. Each User individually agrees to defend, indemnify, and hold the Provider harmless from any losses the Provider may incur in connection with any third-party claim relating to or resulting from that User’s breach of these Terminal Terms.
13.4 Procedure. Each party must promptly notify the other party in writing of any potential indemnification claim and give the indemnifying party sole control of defence and settlement, provided that the indemnifying party will not agree to a settlement imposing a non-financial obligation on or admission of guilt of the other party, and provide reasonable cooperation at the indemnifying party’s expense.
14. TERM
14.1 Term. The term of these Terminal Terms (“Term”) shall commence on the Subscription Commencement Date set out in the Order Form and will continue for the length of time described in the Order Form as the Initial Term (“Initial Term”). Thereafter, subject to the Order Form, these Terminal Terms will automatically renew for successive terms equal to the length of the Initial Term (“Renewal Terms”), unless terminated in accordance with these Terminal Terms and the Order Form.
14.2 Termination.
(a) Prior to Renewal. Client may terminate the Order Form and these Terminal Terms by providing written notice to the Provider thirty (30) days prior to the end of the then-current Term.
(b) Breach. Either party may terminate if the other party materially breaches these Terminal Terms, including failure to pay when due, and fails to cure within thirty (30) days after notice.
(c) Insolvency. Either party may terminate upon written notice if the other party becomes subject to bankruptcy or insolvency proceedings, has a receiver appointed, or cannot pay its debts when due.
(d) Convenience. The Provider may terminate the Order Form and these Terminal Terms at any time and for any reason upon not less than thirty (30) days’ prior written notice to Client.
14.3 Suspension and Termination of Individual User Access. The Provider may, in its sole discretion and without notice or liability, suspend, restrict, or terminate any individual User’s license or access to the Services at any time, including where the Provider reasonably believes such action is necessary to protect the security, availability, or integrity of the Services, or to enforce these Terminal Terms. This Section 14.3 does not limit Client’s remedies under Section 14.2 with respect to termination of these Terminal Terms as a whole.
14.4 Effect of Termination. Upon expiration or termination for any reason, all licenses and rights granted to Client will terminate, and Client must cease using the Services. Upon Client’s request made within thirty (30) days of termination, the Provider will provide a copy of Client Data in a standard format then used by the Provider, and, upon Client’s further request, will delete all Client Data from the Provider’s active systems, except to the extent retention is required by Applicable Law or is contained in the Provider’s standard backup archives, which will be deleted in the ordinary course in accordance with the Provider’s standard backup retention schedule and remain subject to the confidentiality obligations of these Terminal Terms until so deleted. If Client does not request a copy of Client Data within thirty (30) days of termination, the Provider may delete Client Data in its ordinary course without further notice to Client.
15. CONFIDENTIALITY
15.1 Confidential Information. From time to time during the Term, either party may disclose information about its business affairs, products, intellectual property, trade secrets, and other sensitive or proprietary information (“Confidential Information”). Confidential Information does not include information that (a) is in the public domain; (b) was known to the receiving party at the time of disclosure; (c) is rightfully obtained from a third party on a non-confidential basis; or (d) is independently developed by the receiving party. The receiving party shall not disclose Confidential Information except to employees who need to know it to perform this Agreement, and may disclose it as required by law, provided notice is given where lawful.
15.2 Duration. The obligations of non-disclosure will expire five (5) years from the date first disclosed; provided that obligations relating to trade secrets survive for as long as such information remains subject to trade secret protection under Applicable Law.
15.3 Data Processing Agreement. The data processing agreement set out in Appendix 2 (the “DPA”) applies to any personal data (as defined under Privacy Laws) included in Client Data or otherwise processed by the Provider in connection with these Terminal Terms. For clarity, the Provider may also process certain Personal Information pertaining to Client or its Users as an independent controller (for example, Administrator contact information used to service the subscription), in which case the Provider's general privacy notice, available at https://fiscal.ai/privacy-policy, applies to that Personal Information instead of the DPA.
16. GENERAL
16.1 Governing Law. These Terminal Terms shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein and treated in all respects as an Ontario contract.
16.2 Survival. Any terms which by their nature extend beyond termination shall survive, including Section 6.2 (Data Integrity Representation), Section 9 (Intellectual Property Rights), Section 12 (Disclaimer and Limitation of Liability), Section 13 (Indemnification), Section 14.4 (Effect of Termination), Section 15 (Confidentiality), and applicable provisions of Section 16 (General).
16.3 Dispute Resolution. Disputes will first be referred to a good-faith negotiation between management representatives. Disputes not resolved within thirty (30) days will be finally resolved by arbitration under the National Arbitration Rules of the ADR Institute of Canada, seated in Toronto, Ontario, in English, without prejudice to either party’s right to seek injunctive or other equitable relief.
16.4 Relationship. The relationship between Client and the Provider is that of independent contractors. Nothing herein creates an employment, partnership, or joint venture relationship, or empowers either party to bind the other.
16.5 Force Majeure. Neither party will be liable for delay or failure to perform (except payment obligations) due to causes beyond its reasonable control, including acts of God, war, civil unrest, epidemics, governmental action, or failure of third-party utilities or infrastructure, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.
16.6 Currency. Unless otherwise specified in the Order Form, all references to amounts of money refer to United States (USD) currency.
16.7 Notices. The Provider may provide notice to Client by emailing the Administrator, posting a notice on the Website or within the Software, or via a support or helpdesk ticket; Client is responsible for periodically reviewing such notices. Client may provide notice to the Provider by email to info@fiscal.ai or by submitting a support ticket.
16.8 Successors and Assigns. These Terminal Terms bind and benefit the parties and their respective successors and permitted assigns. The Provider may assign these Terminal Terms in its sole discretion in connection with a merger, sale, or sale of substantially all of its assets. Client may not assign these Terminal Terms without the Provider’s prior written consent.
16.9 Severability. Any provision prohibited or unenforceable in any jurisdiction will be ineffective to that extent and severed, without affecting the remaining provisions or the provision’s validity in any other jurisdiction.
16.10 Entire Agreement. These Terminal Terms, the Order Form, and any Schedules constitute the entire agreement between the parties and supersede all prior negotiations, proposals, and understandings.
16.11 Waiver. No term is deemed waived, and no breach excused, unless the waiver is in writing and signed by the waiving party. Waiver of one breach does not waive any other or subsequent breach.
16.12 Language. The parties have required that these Terminal Terms and all related documents be drawn up in the English language. Les parties aux présentes ont exigé que le présent contrat et tous autres contrats, documents ou avis afférents aux présentes soient rédigés en langue anglaise.
16.13 Modification of Terms. The Provider may modify these Terminal Terms at any time by posting a notice on the Website or within the Software, or by emailing the Administrator, in accordance with Section 16.7. Client’s continued use of the Services on or after the effective date of any such modification constitutes acceptance of the modified terms.
16.14 Compliance with Laws; Sanctions; Anti-Corruption. Client shall comply with all Applicable Law, including export control and sanctions laws. Client represents that it and its Users are not subject to sanctions or listed on any restricted party list maintained by Canada, the United States, the United Nations, or the European Union, and will not use the Services in or for the benefit of embargoed or comprehensively sanctioned countries or parties. Each party represents that it has not offered, given, or received any bribe, kickback, or improper payment in connection with these Terminal Terms, and shall comply with all Applicable Law relating to anti-corruption and anti-bribery.
16.15 Questions. If you have any questions regarding these Terminal Terms or your use of the Services, please contact us at Stratosphere Technology Inc. (info@fiscal.ai).
16.16 Computation of Time. Unless otherwise expressly stated, any period of days referenced in these Terminal Terms or an Order Form is calculated by excluding the day of the triggering event and including the last day of the period; if the last day falls on a day that is not a Business Day, the period is extended to the next Business Day.
16.17 Non-Solicitation. During the Term and for twelve (12) months thereafter, Client shall not, directly or indirectly, solicit for employment or engagement any employee or contractor of the Provider who was involved in the delivery of the Services to Client, other than through a general solicitation not specifically directed at such individual.
APPENDIX 1
DATA PROCESSING AGREEMENT
This Data Processing Agreement (the “DPA”) forms part of, and is incorporated by reference into, these Terminal Terms. Capitalized terms used but not defined in this DPA have the meanings given in these Terminal Terms; terms defined under Privacy Laws that are used in this DPA have the meaning given under Privacy Laws even where not capitalized here, such as “personal data,” “processing,” and “controller.”
1. General
Client instructs the Provider, and the Provider agrees, to process certain personal data in accordance with this DPA for the purpose of providing the Services under these Terminal Terms. Client is, or will be regarded as, the controller of such personal data, and the Provider is, or will be regarded as, the processor of such personal data.
2. Client Obligations
Client must: (a) ensure there is a valid legal basis for the processing of personal data under these Terminal Terms, and maintain a record of such basis; (b) notify the Provider of any correction, update, or deletion of personal data that is subject to the Provider's processing; (c) document, and upon the Provider's request inform the Provider of, the categories of data subjects and categories of personal data processed; (d) provide the Provider with documented processing instructions (see Sub-Appendix A); and (e) comply with Privacy Laws.
3. Provider Obligations
The Provider must: (a) process personal data only in accordance with Privacy Laws, this DPA, and Client's documented instructions; (b) notify Client without undue delay if the Provider lacks instructions for a specific processing situation, or reasonably believes an instruction provided by Client would violate Privacy Laws; (c) inform Client, where practicable and before doing so, if the Provider is required by Privacy Laws to process personal data in a manner that deviates from Client's instructions, except where prohibited from giving such notice on important public interest grounds; (d) ensure personnel authorized to process personal data have received appropriate training and are bound by confidentiality obligations; (e) refer any data subject, regulatory, or third-party request concerning personal data covered by this DPA to Client, and provide reasonable assistance, at Client's reasonable expense, to help Client meet its obligations under Privacy Laws, including facilitating data subjects' rights; (f) upon request and at Client's reasonable expense, provide reasonable assistance with data protection impact assessments or regulator consultations required under Privacy Laws; and (g) to the extent required by Privacy Laws, permit Client or its authorized third-party representatives (subject to confidentiality obligations) to audit the Provider's compliance with this DPA during normal business hours, upon at least seven (7) days' prior notice, no more than once per calendar year unless otherwise required by a supervisory authority.
4. Subprocessors
Client provides the Provider a general authorization to engage subprocessors to process personal data under this DPA. The Provider will impose data protection obligations on each subprocessor that are substantially equivalent to those in this DPA and remains fully liable to Client for each subprocessor's performance of those obligations. The Provider will maintain a current list of subprocessors engaged in providing the Services, available at [insert subprocessor list URL], and will notify Client of any new subprocessor added to that list (other than removals). Client may object to a newly added subprocessor within fifteen (15) days of such notice, based solely on reasonable data protection concerns under Privacy Laws. If the parties cannot resolve the concern in good faith, Client's sole remedy is to terminate the affected Order Form, with a refund of any prepaid, unused Fees for the terminated portion of the Term.
5. Cross-Border Transfers
Client agrees the Provider may process and store personal data in Canada and/or the United States, consistent with Section 5.1 (Hosting) of these Terminal Terms. Where the Provider transfers personal data to any other jurisdiction, it will ensure an appropriate transfer mechanism is in place as required under Privacy Laws.
6. Security and Breach Notification
The Provider will implement appropriate technical and organizational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. The Provider will notify Client of any personal data breach affecting Client's personal data without undue delay, and in any event within seventy-two (72) hours of becoming aware of the breach, and will provide reasonable assistance and information to support Client's investigation of the breach.
7. Term and Termination
This DPA is effective as of the Effective Date and remains effective for as long as the Provider processes personal data on Client's behalf, including after expiration or termination of these Terminal Terms, for so long as the Provider continues such processing. Upon termination of these Terminal Terms, the Provider will, in accordance with Client's instructions, return or delete the personal data in its possession or control; if Client has not specified its preference within thirty (30) days of termination, the Provider may delete such personal data. Upon Client's request, the Provider will confirm in writing that such personal data has been deleted.
8. Liability
The Provider will indemnify and hold Client harmless from third-party claims against Client arising from or relating to the Provider's breach of its obligations under this DPA, provided Client notifies the Provider promptly upon becoming aware of such a claim. The Provider's liability under this DPA is subject to the limitation of liability set out in Section 12 of these Terminal Terms, which applies to this DPA as if set out herein.
9. Governing Law and Venue
The governing law and dispute resolution provisions set out in Sections 16.1 and 16.3 of these Terminal Terms apply to this DPA as if set out herein. Where a dispute concerns personal data relating to individuals in more than one country, the dispute will be resolved having regard to the personal data laws of each relevant country.