Terms of Service

1. Acceptance of Terms

By accessing or using Suprvisr AI's products, services, websites, applications, or any related tools (collectively, the “Services”), you agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

We may update these Terms from time to time to reflect changes to our business, technology, or legal requirements. When we make material changes, we will post an updated version on our website and notify you by you, or your administrator's email. Your continued use of the Services after the updated Terms become effective constitutes your acceptance of those changes.

If you are using the Services on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Violations of Terms of Service

You agree to use the Services in compliance with all applicable laws and these Terms. Any use of the Services in violation of these Terms may result in suspension or termination of your access, without prior notice, at the sole discretion of Suprvisr AI Inc.

The following activities, without limitation, are considered violations of these Terms:

1. Unauthorized Access or Use
   • Attempting to access, copy, or modify any part of the platform, APIs, or underlying code without authorization.
   • Accessing data or accounts belonging to other clients, partners, or Suprvisr AI Inc. without permission.
2. Misuse of AI Services
   • Using the platform to generate or disseminate unlawful, harmful, defamatory, discriminatory, or misleading content.
   • Circumventing built-in safeguards or governance controls designed to ensure compliant AI use.
3. Security Interference
   • Introducing viruses, malware, or any other harmful code.
   • Engaging in activities that disrupt or degrade the availability, security, or performance of the Services.
4. Resale or Redistribution Without Authorization
   • Reselling or sublicensing the Services without an authorized partner or reseller agreement with Suprvisr AI Inc.
   • White labelling the platform without a written, executed agreement.
5. Non-Compliance with Applicable Laws
   • Using the Services for any activity that violates Canadian federal, provincial, or municipal laws, including data privacy laws such as PIPEDA.

Suprvisr AI Inc. reserves the right to investigate suspected violations and may cooperate with law enforcement or other relevant authorities when required. Violations may lead to immediate suspension or permanent termination of access, as well as potential legal action.

3. User Responsibilities

As a user of Suprvisr AI Inc.'s Consulting & AI Governance Platform (the “Services”), you agree to:

1. Provide Accurate Information
   • Ensure that all registration, billing, and account information you provide is complete, accurate, and up to date.
   • Promptly update your account details if there are changes.
2. Maintain Account Security
   • Keep your login credentials confidential and secure.
   • Notify Suprvisr AI Inc. immediately if you suspect unauthorized access to your account.
   • You are solely responsible for all activities that occur under your account.
3. Use the Services as Intended
   • Access and use the Services only for lawful purposes and in accordance with these Terms.
   • Follow all governance controls and compliance features built into the platform, particularly when generating or distributing AI-assisted content.
4. Respect Data Privacy & Permissions
   • Only upload, share, or process data you have the legal right to use.
   • Comply with all applicable Canadian privacy and data protection laws, including PIPEDA, when using the Services.
5. Abide by Reseller & Partner Agreements (If Applicable)
   • If you are an authorized partner or reseller, follow the terms outlined in your agreement with Suprvisr AI Inc.
   • Avoid any unauthorized rebranding, redistribution, or modification of the Services.
6. Cooperate with Investigations
   • Respond promptly to requests from Suprvisr AI Inc. regarding compliance reviews, suspected violations, or security concerns.

Failure to meet these responsibilities may result in suspension, termination, or other actions as described in the Violations of Terms of Service section.

4. Feedback Training

Suprvisr AI Inc. continuously works to improve the quality, accuracy, and relevance of its AI models. When you provide feedback on an AI Assistant response using the “thumbs up” or “thumbs down” buttons within the Services, you consent to the collection and use of the following information for training and improvement purposes:

• The message you rated.
• Relevant conversation context necessary to understand the message.
• Any written comments or additional feedback you voluntarily provide.

All data collected for feedback training is anonymized and stripped of any personally identifiable information (PII) prior to use. We do not associate this feedback with your account, organization name, or any identifiable user details.

The anonymized data may be used to:

• Refine AI model responses.
• Improve compliance and governance features.
• Enhance the accuracy, reliability, and contextual understanding of the Services.

Feedback is optional, but providing it helps Suprvisr AI Inc. deliver a better, more effective Workplace AI experience for Canadian businesses.

5. Service Interruption

While Suprvisr AI Inc. strives to provide reliable and uninterrupted access to the Services, we cannot guarantee that the Services will be available at all times. Access may be temporarily suspended or limited without prior notice due to:

1. Scheduled Maintenance— Regular updates, upgrades, or improvements to ensure security, performance, and feature enhancements. Where possible, we will schedule maintenance during off-peak hours and provide advance notice.
2. Unplanned Outages— Service disruptions caused by hardware or software failures, network issues, cyberattacks, or unforeseen events.
3. Force Majeure Events— Circumstances beyond our reasonable control, including but not limited to natural disasters, acts of government, labour disputes, internet service provider failures, or other emergencies.
4. Partner or Reseller Dependencies— Interruptions resulting from third-party platforms, partners, or resellers that form part of your service arrangement.

Suprvisr AI Inc. will make reasonable efforts to restore Services as quickly as possible following an interruption. However, we are not liable for any damages, losses, or costs incurred as a result of downtime, limited functionality, or service degradation.

If you are a reseller or partner, your own service commitments to your clients remain your responsibility during any interruption unless otherwise stated in your agreement with Suprvisr AI Inc.

6. Data Processing

Suprvisr AI Inc. processes data solely for the purposes of delivering, maintaining, and improving the Services, in accordance with these Terms and applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA).

We may process the following categories of data:

• Customer Data— Information, files, and other content you or your organization upload, input, or generate through the Services.
• Operational Data— System logs, usage statistics, and technical diagnostics required to operate and secure the Services.
• Feedback Data— Input you provide via in-platform feedback features, including “thumbs up/down” ratings, comments, and related context, which is anonymized before use for training and quality improvements.

We process data to:

• Deliver core platform functionality and consulting services.
• Provide AI governance controls and compliance features.
• Ensure security, system stability, and fraud prevention.
• Enhance platform performance and user experience.
• Fulfil contractual obligations with customers, partners, and resellers.

All customer data is stored and processed exclusively within Canada unless otherwise agreed in writing, ensuring compliance with Canadian data residency requirements.

We do not sell or rent customer data. Data may only be disclosed to:

• Authorized employees, contractors, or partners who require access to perform their duties and are bound by confidentiality obligations.
• Third-party service providers engaged to support the Services, who must adhere to equivalent data protection standards.
• Regulatory authorities or law enforcement where required by law.

Where possible, Suprvisr AI Inc. anonymizes or aggregates data before using it for analytics, product improvement, or research. Anonymized data cannot be linked back to an individual user or organization.

You retain ownership of all Customer Data. Upon request or account termination, Suprvisr AI Inc. will delete or return Customer Data in accordance with our data retention policy, unless retention is required by law.

7. Acceptable Use

You agree to use the Services provided by Suprvisr AI Inc. in a lawful, responsible, and respectful manner. The following activities are prohibited and constitute a breach of these Terms:

• Illegal or Unlawful Activity— Using the Services for any activity that violates Canadian federal, provincial, or municipal laws.
• Infringement of Rights— Uploading, sharing, or generating content that infringes on the intellectual property, privacy, or other rights of any person or organization.
• Malicious Activity— Introducing malware, viruses, or any code intended to disrupt, damage, or interfere with the Services.
• Circumventing Governance Controls— Attempting to disable, bypass, or manipulate AI governance and compliance features built into the platform.
• Unauthorized Access— Gaining or attempting to gain unauthorized access to any systems, accounts, or data.
• Resource Abuse— Using the Services in a manner that imposes excessive or unreasonable demand on system resources.
• Prohibited Content Generation— Using AI models to create, promote, or distribute harmful, discriminatory, defamatory, or misleading content.
• Prohibited AI-Generated Imagery— Using the Services to generate, upload, store, or distribute any AI-generated images that:
  • Infringe upon or misappropriate any third party's intellectual property rights, including but not limited to copyrights, trademarks, trade dress, or rights of publicity;
  • Depict, simulate, or suggest sexually explicit, pornographic, or obscene content;
  • Depict, simulate, or suggest the sexual exploitation or abuse of minors (child sexual abuse material, or “CSAM”) in any form whatsoever — any such use will result in immediate termination of your account and referral to law enforcement authorities;
  • Depict minors in any sexualized, violent, degrading, or otherwise inappropriate context;
  • Create non-consensual intimate imagery or realistic depictions of identifiable individuals (“deepfakes”) without the express written consent of the depicted individual;
  • Depict or promote graphic violence, gore, terrorism, or self-harm;
  • Constitute or promote hate speech, discrimination, or harassment based on race, ethnicity, national origin, religion, gender, sexual orientation, disability, or any other protected characteristic; or
  • Violate any applicable federal, provincial, state, or international law or regulation.
• Improper Resale or Distribution— Reselling, sublicensing, or white-labelling the Services without an authorized agreement with Suprvisr AI Inc.

We reserve the right to monitor usage to ensure compliance with this Acceptable Use policy. Violations may result in warnings, suspension, termination of access, and potential legal action.

7.1 User Liability for AI-Generated Content

You are solely responsible for all content generated through your use of the Services, including but not limited to AI-generated images, text, and other media. You acknowledge and agree that:

• You bear full legal responsibility for any AI-generated content created, stored, or distributed through your account, regardless of whether such content was produced automatically or at your direction.
• You must review and verify all AI-generated images and content before use, distribution, or publication to ensure compliance with these Terms, all applicable laws, and the rights of third parties.
• You represent and warrant that any prompts, inputs, reference images, or other materials you provide to the Services do not infringe the intellectual property or other rights of any third party.
• No ownership claim by Suprvisr AI Inc.— While you retain rights to AI-generated content as described in Section 12, Suprvisr AI Inc. makes no representations or warranties regarding the originality, uniqueness, or non-infringing nature of any AI-generated output.

7.2 Indemnification for AI-Generated Content

You agree to indemnify, defend, and hold harmless Suprvisr AI Inc., its officers, directors, employees, agents, partners, and licensors from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of AI image generation or other content generation features of the Services;
• Any AI-generated content created, stored, or distributed through your account;
• Any allegation that AI-generated content produced through your use of the Services infringes upon the intellectual property, privacy, or other rights of any third party;
• Any violation of applicable laws, regulations, or these Terms arising from your use of AI-generated content; or
• Any claim by a third party related to AI-generated imagery depicting that party without consent.

This indemnification obligation will survive the termination or expiration of these Terms and your use of the Services.

8. Fair Usage

Suprvisr AI Inc. is committed to providing reliable and efficient Services to all customers. To ensure equitable access and maintain system performance, we apply a Fair Usage Policy.

You agree to use the Services, including AI-assisted queries and token consumption, in a manner that is reasonable and consistent with the typical usage patterns of Canadian businesses. Examples of unreasonable usage include, but are not limited to:

• Excessive query volume within a short period that impacts service availability or performance for other users.
• Generating content or requests at a rate that significantly exceeds normal business needs.
• Automated or scripted usage that circumvents normal platform controls without prior written authorization.

If your usage is deemed unreasonable, Suprvisr AI Inc. reserves the right to temporarily suspend, throttle, or limit your access to certain features or increase response times. In such cases, we will make reasonable efforts to notify you and, where possible, work with you to adjust usage patterns.

Continued excessive or abusive usage after notification may result in suspension or termination of Services in accordance with these Terms.

9. Payment Terms

Subscription Plans

The Suprvisr AI Inc. platform is offered under a subscription-based pricing model. Standard subscription options include:

• Monthly Per-User Pricing— Billed monthly in advance based on the number of active user accounts.
• Annual Per-User Pricing— Billed annually in advance based on the number of active user accounts.

The subscription fee is determined by your selected plan, the number of users, and any applicable add-ons or services. Fees are non-refundable except as required by law or otherwise agreed in writing.

Direct Business Agreements

Some businesses operating directly with Suprvisr AI Inc. may have separate payment terms, as outlined in their signed agreement. Unless otherwise specified, payment for these arrangements is Net 30 days from the date of invoice.

Resellers & Partners

Authorized resellers and partners are subject to Net 30 days payment terms unless different terms are specified in their Master Services Agreement (MSA) or partner contract with Suprvisr AI Inc. In such cases, the MSA or partner contract will take precedence.

Changes to Subscription

You may add or remove users during the subscription term. Additional users will be billed at the applicable per-user rate for the remainder of the billing period. Reductions in user count will take effect in the next billing cycle.

Late Payments

Late payments may result in suspension of Services until payment is received. Suprvisr AI Inc. reserves the right to charge interest on overdue amounts at the lesser of 1.5% per month or the maximum amount permitted by law, as well as recover any costs of collection.

Taxes

All fees are exclusive of applicable sales taxes, which will be added to your invoice as required by Canadian law.

10. Disputed Invoicing

If you believe an invoice issued by Suprvisr AI Inc. is incorrect, you must notify us in writing within 10 business days of the invoice date, clearly identifying the disputed amount and the reason for the dispute.

• Undisputed Amounts— You must pay all undisputed portions of the invoice by the due date, even if part of the invoice is in dispute.
• Resolution Process— Suprvisr AI Inc. will work with you in good faith to investigate and resolve the dispute promptly.
• Outcome— Any adjustments resulting from the resolution will be applied as a credit to your account or refunded, as appropriate.

Failure to raise a dispute within the specified time frame will be deemed acceptance of the invoice as issued.

11. Provision and Activation of Services

Suprvisr AI Inc. will provision and activate the Services in accordance with your selected subscription plan, partner agreement, or signed contract.

• Activation Timeline— Service activation typically occurs within a reasonable time after receipt of payment, completion of account setup requirements, and, if applicable, execution of an MSA or partner contract.
• Access Credentials— Upon activation, Suprvisr AI Inc. will provide administrative access credentials to the designated account owner or technical contact.
• Configuration & Integration— Where applicable, initial configuration, integrations, and onboarding will be performed according to the agreed scope of work.
• Reseller and Partner Activations— If you obtain the Services through an authorized reseller or partner, activation will follow the timelines and processes outlined in their agreement with you, provided such timelines do not conflict with Suprvisr AI Inc.'s own platform readiness requirements.
• Pre-Activation Requirements— Suprvisr AI Inc. may require certain information, approvals, or technical prerequisites to be completed before activation can occur. Failure to provide these in a timely manner may delay service availability.

Services are deemed “provisioned” once Suprvisr AI Inc. has made them accessible via your account, regardless of whether you have begun active use.

12. Intellectual Property

All rights, title, and interest in and to the Services, including the platform, software, AI models, algorithms, user interface, designs, trademarks, trade names, logos, and all related technology, are and will remain the exclusive property of Suprvisr AI Inc. and its licensors.

• Limited License to Use— Subject to these Terms, Suprvisr AI Inc. grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for your internal business purposes.
• Restrictions— You may not copy, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Services, except to the extent permitted by law.
• Generated Content— Except as otherwise agreed in writing, content you create using the Services remains your property; however, you grant Suprvisr AI Inc. a non-exclusive, royalty-free license to store, process, and transmit such content solely as necessary to operate the Services.
• Trademarks— “Suprvisr AI,” “Workplace AI for Canadian Businesses,” and any associated logos or marks are trademarks of Suprvisr AI Inc. and may not be used without our prior written consent.
• Third-Party Components— The Services may incorporate third-party software or services, which remain the property of their respective owners and are subject to their own license terms.

No rights or licenses are granted to you except as expressly stated in these Terms.

13. Warranties & Disclaimers

Suprvisr AI Inc. will provide the Services in a professional and workmanlike manner, consistent with generally accepted industry standards.

No Other Warranties— Except as expressly stated in these Terms, the Services are provided on an “as is” and “as available” basis, without any other warranties or conditions, whether express, implied, statutory, or otherwise.

No Guarantee of Specific Results— We do not warrant that the Services will meet your exact requirements, operate without interruption, be error-free, or achieve any specific business outcome.

AI-Generated Output— AI-generated content is produced based on patterns in data and may not always be accurate, complete, or free from bias. You are responsible for reviewing and validating any AI-generated output before relying on it for decision-making.

Third-Party Services— Where the Services rely on third-party components, platforms, or integrations, Suprvisr AI Inc. does not guarantee their continued availability or performance. Such third-party services are subject to their own terms and conditions.

Some jurisdictions do not allow limitations on certain warranties, so the above limitations may not apply to you to the extent prohibited by law.

14. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Suprvisr AI Inc., its directors, officers, employees, contractors, partners, or licensors be liable for:

• Any indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, goodwill, data, or business opportunities.
• Any damages or losses resulting from your use of, or inability to use, the Services; any interruption, suspension, or termination of the Services; errors, inaccuracies, or omissions in AI-generated output; or unauthorized access to or alteration of your data.

Our total aggregate liability for any claim will not exceed the total amount you paid to Suprvisr AI Inc. for the Services in the three (3) months preceding the event giving rise to the claim.

These limitations will apply even if we have been advised of the possibility of such damages and regardless of the failure of any agreed remedy to achieve its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you to the extent prohibited by law.

15. Customer-Initiated Termination

You may terminate your subscription or agreement with Suprvisr AI Inc. at any time by providing written notice to your account manager or to info@suprvisr.ai.

• Notice Period (Subscriptions)— For monthly subscription accounts, termination will take effect 30 days after written notice is received. For annual subscription accounts, termination will take effect at the end of the current billing cycle unless otherwise agreed in writing.
• Annual Subscription Adjustments— If you terminate an annual per-user subscription before the end of the annual term, you will be responsible for paying the difference between the annual per-user rate already paid and the equivalent monthly per-user rate for each month elapsed in the subscription term. This adjustment ensures Suprvisr AI Inc. is made whole as if the subscription had been billed monthly from the start.
• Contracted Consultation Agreements (Non-Subscription) — If you terminate a fixed-term contract or consultation agreement before its agreed completion date, you will be responsible for paying any applicable early termination fee as outlined in your signed contract, plus all fees for work completed up to the date of termination.
• Outstanding Balances— All outstanding fees and charges become immediately due upon termination. Your account must be paid in full before termination is processed.
• Data Retrieval— You are responsible for exporting or requesting a copy of your Customer Data prior to termination. Upon termination, Suprvisr AI Inc. will retain Customer Data for 30 days (unless a longer retention period is required by law or otherwise agreed) to allow retrieval. After this period, data will be permanently deleted in accordance with our Data Processing policy.
• Effect of Termination— Upon termination, all licenses, access credentials, and rights to use the Services will immediately cease.

Termination of your account does not relieve you of obligations incurred prior to the effective termination date, including payment obligations and early termination fees where applicable.

16. Suprvisr AI Inc.–Initiated Termination

Suprvisr AI Inc. may suspend or terminate your access to the Services, in whole or in part, at our sole discretion under the following circumstances:

• Material Breach of Terms— If you violate these Terms of Service, including but not limited to violations of our Acceptable Use, Fair Usage, or Payment Terms policies.
• Non-Payment— If payment is not received within 15 days after the due date, following a payment reminder.
• Fraud or Misuse— If we determine that your use of the Services involves fraudulent activity, illegal content, or any misuse that may harm Suprvisr AI Inc., our partners, or other users.
• Security Risks— If your use of the Services poses a security risk to the platform or to other users.
• Discontinuation of Service— If Suprvisr AI Inc. discontinues the Services in whole or in part, for any reason, we will provide at least 30 days' written notice (unless prohibited by law or due to urgent security/legal requirements).

Notice & Opportunity to Remedy— Where reasonable, we will provide written notice of the violation or issue and give you an opportunity to remedy it within 10 business days before suspension or termination takes effect, except in cases involving severe violations, illegal activity, or urgent security threats, where immediate termination may be applied.

Early Termination Fees (For Cause)— If Suprvisr AI Inc. terminates your subscription or agreement for cause (including but not limited to non-payment, breach, or misuse):

• Annual Subscriptions— You will be responsible for paying the difference between the annual per-user rate paid and the equivalent monthly per-user rate for each month elapsed in the subscription term, effectively making Suprvisr AI Inc. whole as if you had paid monthly from the start.
• Contracted Consultation Agreements— You will be responsible for paying any applicable early termination fee as specified in your signed contract, plus all fees for work completed up to the termination date.

Effect of Termination— Upon termination, all rights granted to you under these Terms will immediately cease. You remain responsible for any outstanding fees up to the termination date, and any prepaid amounts will not be refunded unless required by law or agreed in writing.

Data Access After Termination— We will retain your Customer Data for 30 days after termination to allow retrieval, unless otherwise required by law or stated in your agreement. After this period, data will be permanently deleted in accordance with our Data Processing policy.

17. Security and Incident Response

Suprvisr AI Inc. takes the security of our platform, infrastructure, and customer data seriously. We implement technical, administrative, and physical safeguards designed to protect against unauthorized access, use, disclosure, alteration, or destruction of Customer Data.

Security Measures— Our security program includes, but is not limited to:

• Data encryption in transit and at rest.
• Role-based access controls and authentication measures.
• Regular vulnerability assessments and patching.
• Network monitoring and intrusion detection systems.
• Employee training on data security and privacy best practices.

Customer Responsibilities— You are responsible for maintaining the confidentiality of your account credentials, ensuring secure access to your systems, and promptly notifying Suprvisr AI Inc. of any suspected compromise of your account.

Incident Response— In the event of a confirmed security incident that affects your Customer Data, Suprvisr AI Inc. will:

1. Promptly investigate and contain the incident.
2. Notify affected customers without undue delay once the scope and impact are understood, and in accordance with applicable Canadian privacy laws, including PIPEDA.
3. Provide information on the nature of the incident, the data affected, and any recommended steps you should take.
4. Take corrective actions to prevent recurrence and mitigate future risk.

Cooperation— You agree to cooperate with Suprvisr AI Inc. in any investigation or remediation efforts following a security incident, including providing necessary information and following reasonable security guidance.

While we take reasonable steps to secure the Services, no method of transmission or storage is completely secure, and we cannot guarantee absolute security of data.

18. Governing Law & Jurisdiction

These Terms of Service, and any disputes, claims, or proceedings arising out of or related to them or the use of the Services, will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

You agree that any legal action or proceeding between you and Suprvisr AI Inc. will be brought exclusively in the courts located in Ontario, Canada, and you hereby irrevocably submit to the personal jurisdiction of those courts for that purpose.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or the Services.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

19. Onboarding Obligations

To ensure a smooth and timely activation of the Services, both Suprvisr AI Inc. and the customer have specific onboarding responsibilities.

Customer Obligations— You agree to:

• Provide all necessary business, technical, and administrative information required for account setup, including authorized user details and configuration preferences.
• Identify a primary point of contact to coordinate onboarding activities with Suprvisr AI Inc.
• Complete any prerequisite actions, such as system compatibility checks, permissions configuration, or third-party integrations, as communicated by Suprvisr AI Inc.
• Participate in any scheduled onboarding or training sessions to ensure your team can effectively use the Services.
• Provide timely feedback during onboarding to resolve configuration issues or adjustments.

Suprvisr AI Inc. Obligations— We agree to:

• Assign an onboarding specialist or account manager to guide you through the setup process.
• Provide clear documentation, guidance, and, where applicable, training resources to assist with configuration and usage.
• Configure the Services in accordance with your selected plan, contract terms, and any approved customizations.
• Notify you promptly of any issues or delays that may impact onboarding timelines.

Onboarding Timelines— Onboarding timelines will be mutually agreed upon at the start of the process. Delays in providing required information, resources, or approvals on your part may result in a delayed service launch without liability to Suprvisr AI Inc.

Failure to meet onboarding obligations may impact service availability and may not constitute grounds for termination without applicable early termination fees as outlined in these Terms.

20. Confidentiality

Both parties agree to protect the confidentiality of all Confidential Information disclosed in connection with the Services.

Definition of Confidential Information— “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. This includes, but is not limited to, business plans, customer data, technical specifications, financial information, trade secrets, and proprietary software or processes.

Exclusions— Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms;
• Was known to the Receiving Party before disclosure;
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
• Is rightfully received from a third party without restriction.

Obligations— The Receiving Party will:

• Use the Confidential Information solely for the purposes of fulfilling its obligations under these Terms;
• Restrict disclosure of the Confidential Information to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those in these Terms;
• Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, and at least a reasonable standard of care.

Compelled Disclosure— If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it will (where legally permissible) provide prompt written notice to the Disclosing Party to allow it to seek protective measures.

Survival— The confidentiality obligations in this section will survive for three (3) years after the termination or expiration of these Terms, except for trade secrets, which will remain protected for as long as they remain trade secrets under applicable law.

21. Miscellaneous & Final Provisions

Entire Agreement— These Terms of Service, together with any applicable Master Services Agreement, partner or reseller agreements, and referenced policies (including our Privacy Policy), constitute the entire agreement between you and Suprvisr AI Inc. regarding the Services and supersede all prior agreements, understandings, or communications, whether written or oral.

Amendments— Suprvisr AI Inc. may update or amend these Terms from time to time to reflect changes to our Services, business, or legal requirements. We will provide notice of material changes through email, in-platform notifications, or by posting the updated Terms on our website. Continued use of the Services after the effective date of changes constitutes acceptance of the updated Terms.

Assignment— You may not assign or transfer these Terms, in whole or in part, without our prior written consent. Suprvisr AI Inc. may assign these Terms without restriction as part of a merger, acquisition, corporate reorganization, or sale of assets.

No Waiver— Any failure or delay by Suprvisr AI Inc. to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Severability— If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

Force Majeure— Neither party will be liable for any failure or delay in performance caused by events beyond their reasonable control, including but not limited to acts of God, government actions, labor disputes, internet or telecommunications failures, or natural disasters, provided that the affected party takes reasonable steps to mitigate the impact.

Notices— All formal notices under these Terms must be in writing and delivered by email to info@suprvisr.ai or to the primary business contact provided by the customer, unless otherwise specified in a signed agreement.