Terms of Service

TERMS OF SERVICE

These Terms of Service ("Terms") govern your access to and use of the Symbiogent website, software platform, and services (collectively, the "Services") provided by Evodant Group Inc., a corporation incorporated in Canada and registered as a provincial corporation in Manitoba ("Company," "we," "us," or "our").

BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

1. INTRODUCTION AND ACCEPTANCE OF TERMS

1.1 Agreement Formation

These Terms, together with our Privacy Policy, Data Processing Addendum (if applicable), and any Service Order or Order Form (collectively, the "Agreement"), constitute a legally binding agreement between you and the Company regarding your use of the Services.

1.2 Entity Representation

If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" shall refer to both you individually and the organization.

2. USER ELIGIBILITY AND ACCOUNT RESPONSIBILITIES

2.1 Eligibility Requirements

You must be at least 18 years of age and have the legal capacity to enter into contracts in your jurisdiction. The Services is intended for business use only and is not available to individual consumers for personal use.

2.2 Account Registration

To access the Services, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.3 Account Security

You agree to:

• Use strong passwords and implement appropriate security measures

• Notify us immediately of any unauthorized use of your account

• Restrict access to authorized personnel only

• Log out from shared or public computers

2.4 Account Suspension

We reserve the right to suspend or terminate accounts that violate these Terms, fail to pay fees when due, or pose security risks to the Services.

3. DESCRIPTION OF SERVICES

3.1 Core Services

The Services provides the following services:

• Content Analysis: AI-powered analysis of uploaded text, documents, and other content

• Monitoring Services: Automated monitoring of specified content sources and social media platforms

• Dashboard and Reporting: Interactive dashboards and customizable reports based on AI analysis

• Data Insights: Machine learning-driven insights and trend analysis

• API Access: Application programming interfaces for integration with your systems

3.2 Service Availability

We strive to maintain 99.5% uptime but do not guarantee uninterrupted service. Scheduled maintenance will be communicated in advance when possible.

3.3 Service Updates

We may modify, update, or discontinue features of the Services at any time. Material changes that significantly reduce functionality will be communicated to you with reasonable advance notice.

4. ACCEPTABLE USE POLICY

4.1 Permitted Uses

You may use the Services solely for legitimate business purposes in compliance with all applicable laws and these Terms.

4.2 Prohibited Uses

You agree not to:

• Upload or process content that is illegal, harmful, threatening, abusive, defamatory, or violates third-party rights

• Use the Services to monitor individuals without proper legal authority or consent

• Attempt to reverse engineer, decompile, or extract the underlying algorithms or models

• Use the Services to develop competing AI services or products

• Circumvent usage limits, security measures, or access controls

• Share account credentials or allow unauthorized access

• Upload malware, viruses, or other malicious code

• Violate any applicable privacy, data protection, or surveillance laws

• Use the Services for any unlawful monitoring or surveillance activities

4.3 Content Standards

All content uploaded to the Services must comply with applicable laws and must not:

• Infringe intellectual property rights

• Contain personal information of individuals without appropriate legal basis

• Include classified, confidential, or proprietary information of third parties without authorization

• Violate any court orders, regulatory requirements, or legal obligations

5. DATA USAGE AND OWNERSHIP

5.1 Your Data Ownership

You retain all ownership rights in the content, data, and information you upload to the Services ("Your Data"). We do not claim ownership of Your Data.

5.2 License to Process Your Data

You grant us a non-exclusive, worldwide, royalty-free license to access, use, process, and analyze Your Data solely for the purpose of:

• Providing the Services to you

• Improving and maintaining the Services' functionality

• Ensuring security and preventing abuse

• Complying with legal obligations

5.3 Data Processing Limitations

We will not:

• Use Your Data to train our AI models for general use

• Share Your Data with third parties except as necessary to provide services or as required by law

• Retain Your Data longer than necessary for service provision and legal compliance

5.4 Aggregated and Anonymized Data

We may use aggregated, anonymized, and de-identified data derived from Services usage for business analytics, service improvement, and research purposes, provided such data cannot be used to identify you or your organization.

5.5 Data Security

We implement industry-standard security measures to protect Your Data, including encryption in transit and at rest, access controls, and regular security assessments.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Services Ownership

The Services, including all software, algorithms, machine learning models, user interfaces, and documentation, is owned by the Company and protected by intellectual property laws. All rights not expressly granted are reserved.

6.2 Limited License to You

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the term of your subscription.

6.3 Trademarks

"Symbiogent," "Evodant," and related marks are trademarks of Evodant Group Inc. You may not use our trademarks without prior written consent.

6.4 Feedback

Any feedback, suggestions, or improvements you provide regarding the Services may be used by us without compensation or attribution to you.

7. SERVICE AVAILABILITY, UPDATES, AND LIMITATIONS OF LIABILITY

7.1 Service Level Targets

We target 99.5% uptime for the Services, calculated monthly, excluding scheduled maintenance periods.

7.2 Service Updates

We may update the Services to improve functionality, security, and performance. Updates will not materially diminish the core functionality of your subscribed services.

7.3 DISCLAIMER OF WARRANTIES

THE SERVICES IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

7.4 LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY

• WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION

• THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

8. PAYMENT TERMS AND SUBSCRIPTION STRUCTURE

8.1 Subscription Fees

Services access is provided on a subscription basis as specified in your Service Order. Fees are due in advance and are non-refundable except as expressly provided in these Terms.

8.2 Payment Terms

Unless otherwise specified, invoices are due within thirty (30) days of the invoice date. Late payments may incur interest charges at the rate of 1.5% per month or the maximum permitted by law, whichever is less.

8.3 Taxes

You are responsible for all applicable taxes, duties, and governmental assessments related to your use of the Services, except for taxes based on our income.

8.4 Subscription Renewal

Subscriptions automatically renew for successive terms equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days before the current term expires.

8.5 Suspension for Non-Payment

We may suspend access to the Services if payment is more than ten (10) days overdue, with prior written notice.

9. TERMINATION AND ACCOUNT SUSPENSION

9.1 Termination by You

You may terminate your subscription at any time by providing written notice. Termination will be effective at the end of your current billing period, and no refunds will be provided for unused portions of prepaid subscriptions.

9.2 Termination by Us

We may terminate or suspend your access immediately for:

• Material breach of these Terms that remains uncured after thirty (30) days written notice

• Non-payment of fees after appropriate notice

• Violation of acceptable use policies

• Illegal use of the Services

• Insolvency or cessation of business operations

9.3 Effect of Termination

Upon termination:

• Your access to the Services will cease immediately

• You remain liable for all fees incurred prior to termination

• We will provide a reasonable period for you to export Your Data if necessary

• Provisions regarding confidentiality, intellectual property, and limitations of liability will survive

10. DISPUTE RESOLUTION, GOVERNING LAW, AND JURISDICTION

10.1 Governing Law

These Terms are governed by the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to conflict of law principles.

10.2 Jurisdiction and Venue

Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts located in Winnipeg, Manitoba, Canada. Both parties consent to the jurisdiction and venue of such courts.

10.3 Dispute Resolution Process

Before initiating formal legal proceedings, the parties agree to attempt good faith negotiations to resolve any disputes, including executive-level discussions if necessary.

10.4 Class Action Waiver

Any disputes must be brought on an individual basis. You waive any right to participate in class action lawsuits or class-wide arbitrations against the Company.

11. MODIFICATIONS TO THE AGREEMENT

11.1 Amendment Process

We may modify these Terms from time to time. Material changes will be communicated via email or through the Services with at least thirty (30) days advance notice.

11.2 Acceptance of Changes

Continued use of the Services after the effective date of changes constitutes acceptance of the modified Terms. If you do not agree to the changes, you may terminate your subscription.

11.3 No Other Modifications

These Terms may only be modified as described above or through a written agreement signed by authorized representatives of both parties.

12. CONTACT INFORMATION FOR LEGAL INQUIRIES

For legal inquiries, notices, or questions regarding these Terms, please contact us at:

Legal Department
Evodant Group Inc.
23 – 845 Dakota St. #328
Winnipeg, Manitoba, Canada
R2M 5M3
Email: legal@symbiogent.ai
Phone: +1 (204) 202-3194

For general support inquiries, please contact: contact@symbiogent.ai

13. MISCELLANEOUS

13.1 Entire Agreement

These Terms, together with the Privacy Policy and any Service Orders, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.

13.2 Severability

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

13.3 Assignment

You may not assign these Terms without our written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

13.4 Force Majeure

Neither party will be liable for delays or failures in performance due to causes beyond their reasonable control, including natural disasters, governmental actions, or telecommunications failures.

13.5 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, or agency relationship.

13.6 Notices

Notices must be in writing and sent to the addresses specified in your account or as otherwise communicated. Email notices are deemed received 24 hours after transmission.

13.7 Survival

Provisions relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law will survive termination of these Terms.