These Terms and Conditions (the "Terms") govern your access to and use of the Probity IQ platform, websites, application programming interfaces, and related services (together, the "Service"), provided by [legal entity name] ("Probity IQ", "we", "us"). By creating an account, accessing, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.
You must provide accurate account information and keep your credentials and API keys secure. You are responsible for activity under your account and for your Authorized Users' compliance with these Terms. Notify us promptly of any unauthorized use.
As between the parties, the Customer owns its Customer Data. The Customer grants us a limited license to host, process, and use Customer Data solely to provide and maintain the Service, and as otherwise permitted in these Terms. For personal information contained in Customer Data, we act as a service provider processing it on the Customer's behalf and on its instructions, as described in our Privacy Notice and any Data Processing Agreement between the parties.
You are responsible for having the necessary rights, consents, and lawful basis to submit Customer Data to the Service, including any notice to or consent from the individuals whose information is contained in Interaction Data. You are responsible for your own compliance with laws applicable to your use of AI and of the Service.
You agree not to:
We may make an API and software development kit available subject to these Terms, the Documentation, and any rate or volume limits. API keys are confidential. We may change the API on reasonable notice, maintaining backward compatibility within a major version where practicable.
Fees, billing frequency, and plan limits are as set out in your order or subscription [insert fee and billing terms]. Fees are exclusive of applicable taxes. Late amounts may be subject to [late payment terms].
We and our licensors own all rights in the Service, including its software, design, and Documentation. We grant you a non-exclusive, non-transferable right to use the Service during your subscription. If you provide feedback, you grant us a perpetual, royalty-free license to use it to improve the Service.
Each party may receive confidential information of the other. The receiving party will protect it with reasonable care and use it only to perform under these Terms, except where disclosure is required by law.
We will use commercially reasonable efforts to make the Service available and to provide support as described in your plan [or applicable service level terms]. The Service may be temporarily unavailable for maintenance or factors beyond our control.
We will provide the Service with reasonable skill and care. Except as expressly stated, the Service is provided "as is" and "as available", and we disclaim all other warranties to the extent permitted by law. Probity IQ supports your compliance and assurance program; it does not provide legal advice and does not guarantee any particular regulatory outcome or that your AI is compliant. You remain responsible for your own legal and regulatory obligations.
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages, or lost profits or data. Our total aggregate liability arising out of or related to the Service will not exceed the fees paid or payable by the Customer in the [twelve (12) months] preceding the event giving rise to the claim. Nothing limits liability that cannot be limited by law.
You will defend and indemnify us against claims arising from your Customer Data or your use of the Service in breach of these Terms, to the extent permitted by law. [Insert any reciprocal indemnity from Probity IQ as advised by counsel.]
These Terms apply while you use the Service. Either party may terminate for material breach not cured within [30] days of notice. On termination, your right to use the Service ends. You may export your Customer Data for [a defined period], after which we will delete it in accordance with our retention practices and any agreement between us.
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in [Ontario venue], subject to any dispute-resolution terms your counsel advises.
We may update these Terms from time to time. We will post the updated Terms with a new effective date and, for material changes, provide reasonable notice. Continued use after changes take effect constitutes acceptance.
You may not assign these Terms without our consent; we may assign them in connection with a merger or sale. If any provision is unenforceable, the rest remains in effect. These Terms, with any order and applicable addenda, are the entire agreement between the parties. Notices will be sent to the contact details on file.
Questions about these Terms can be sent to hello@probityiq.com, or [legal entity name], [registered address].