Terms of Service

Last Updated: November 2, 2025

1. Definitions

In these Terms:

• "Elluvate", "we", "us", or "our" refers to Elluvate, a company registered in British Columbia, Canada.
• "Client", "you", or "your" refers to any individual or entity that accesses or uses our Website, Products, or Services.
• "Content" refers to all information, text, graphics, photos, designs, logos, and other materials that appear on our Website.
• "Products" means Elluvate's software-as-a-service (SaaS) platforms and applications, including but not limited to:
  • Diligence Hub - AI-powered due diligence platform
  • Batch Processor - Large-scale AI data processing platform
  • Any other software applications or tools we make available
• "Services" means professional services we provide, including but not limited to:
  • Consulting services for AI and data transformation
  • Implementation and integration services
  • Training and support services
  • Project-based custom development work
• "Platform" or "Products and Services" means collectively our Products and Services.

2. Our Products and Services

2.1 Software Products (SaaS)

We provide cloud-based software platforms on a subscription or pay-per-use basis. Our Products are accessed via web browser and include AI-powered features for data analysis, document processing, and workflow automation.

Product Availability: Products are provided "as-a-service" with no software installation required. We maintain infrastructure, apply updates, and ensure availability in accordance with our Service Level Agreement (if applicable to your subscription tier).

2.2 Professional Services

We provide consulting and implementation services on a project basis or ongoing retainer. Professional services are scoped via separate statements of work (SOW) or service agreements that supplement these Terms.

Scope of Services: Our professional services include but are not limited to:

• Strategic AI and data transformation consulting
• Technical implementation and system integration services
• Custom development and configuration of our Products
• Data migration and onboarding services
• Training and user enablement programs
• Ongoing support and optimization services

Services Agreements: Professional services are delivered pursuant to statements of work (SOW) or service agreements that supplement these Terms. Each SOW specifies:

• Scope of services and deliverables
• Timeline and milestones
• Pricing (fixed-fee, time-and-materials, or retainer)
• Payment terms and invoicing schedule
• Acceptance criteria and change management procedures
• Intellectual property ownership of custom work

In the event of conflict between these Terms and an SOW, the SOW controls for those specific services.

Services Delivery: Services may be delivered remotely or on-site as specified in the SOW. We will use commercially reasonable efforts to meet agreed timelines, but delivery dates are estimates unless explicitly guaranteed in writing.

Client Responsibilities: Timely delivery of services depends on your cooperation, including:

• Providing access to necessary systems, data, and personnel
• Making timely decisions on project matters
• Reviewing and approving deliverables within agreed timeframes
• Providing accurate and complete information

Services performed outside the scope of an SOW may result in additional fees charged on a time-and-materials basis at our then-current rates.

2.3 Combined Offerings

We may offer combined packages including both Products and Services. Specific terms for combined offerings will be outlined in your subscription agreement or SOW.

2.4 Regulatory Compliance Support Features

Our Products include features designed to support compliance with Canadian financial regulations, including but not limited to:

• Office of the Superintendent of Financial Institutions (OSFI) guidelines
• Financial Transactions and Reports Analysis Centre (FINTRAC) requirements
• Canadian Securities Administrators (CSA) rules and national instruments
• Provincial securities regulations and policies
• Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) frameworks
• Know Your Customer (KYC) and Customer Due Diligence (CDD) requirements

Regulatory Knowledge Base: Our Products may include regulatory reference materials, guidance documents, and automated cross-referencing to Canadian financial regulations. These materials are provided for informational purposes to assist your compliance processes.

IMPORTANT DISCLAIMERS:

1. Compliance Responsibility: YOU remain solely responsible for your own regulatory compliance. Our Products are tools to assist compliance efforts, not substitutes for compliance programs, policies, or professional advice.
2. Not Legal Advice: Regulatory references and analyses provided by our Products do not constitute legal, regulatory, or compliance advice. Consult qualified legal counsel and compliance professionals for advice specific to your circumstances.
3. Currency of Information: While we make reasonable efforts to maintain current regulatory information, regulations change frequently. You are responsible for verifying currency and applicability of regulatory references.
4. No Guarantee: We do not guarantee that use of our Products will result in regulatory compliance or prevent regulatory violations, fines, or enforcement actions.
5. Independent Verification: All regulatory analyses and recommendations generated by AI must be independently verified by qualified compliance professionals before implementation.

Regulatory Updates: We may update regulatory reference materials from time to time but are under no obligation to do so. Regulatory updates do not constitute legal or compliance advice regarding how changes affect your specific situation.

Modifications: We reserve the right to modify, suspend, or discontinue any part of the Products and Services at any time, with or without notice. We will not be liable to you or any third party if we exercise this right.

3. AI-Powered Products - Integral to Platform

3.1 Nature of Products

Elluvate is an AI-powered platform. All Elluvate products and services—including our AI platform applications and consulting services—utilize artificial intelligence technology as a core component of their functionality.

AI processing of your data is integral to our Products and is the primary reason customers choose Elluvate over non-AI alternatives.

3.2 Third-Party AI Processing

Our Products utilize third-party artificial intelligence services to provide core functionality. By using our Products, you acknowledge and agree that:

• (a) AI processing is integral to our Products and cannot be disabled while maintaining an active account
• (b) Your data will be transmitted to third-party AI service providers, which may be located outside of Canada, primarily in the United States
• (c) These third-party providers are contractually prohibited from using your data to train their general AI models or for purposes other than delivering our Products to you
• (d) We may change AI service providers at any time to improve functionality, performance, or cost-effectiveness without prior notice
• (e) The legal basis for this processing is contractual necessity - AI processing is essential to perform our obligations under this Agreement (GDPR Article 6(1)(b), PIPEDA Principle 4.3)

If you do not consent to AI processing by third-party providers, you must not use our Products. Alternative solutions that do not involve AI processing may be available from other vendors.

3.3 Scope of AI Processing

AI technology may be used across our Platform and Services to:

• Analyze documents, questionnaires, and uploaded content
• Generate automated insights, recommendations, and citations
• Process datasets and perform intelligent data transformations
• Enable semantic search and content discovery
• Automate workflows and enhance productivity
• Provide consulting recommendations and strategic insights

For detailed information about our AI processing practices, data handling, and your rights, see our Privacy Policy.

3.4 AI Technology Limitations and User Responsibilities

Nature of AI Technology: Artificial intelligence systems used in our Products are based on statistical models and machine learning. They are not infallible and may produce outputs that contain:

• Factual errors or "hallucinations" (confident statements that are incorrect)
• Incomplete analysis that misses material information
• Misinterpretation of context, intent, or nuance
• Outdated information if source documents are not current
• Incorrect citations to regulations, cases, or source materials
• Biases present in training data or document corpora

Not Professional Advice: AI-generated content from our Products does NOT constitute:

• Legal advice or legal opinions
• Financial or investment advice
• Accounting or tax advice
• Regulatory or compliance advice
• Medical, engineering, or other professional advice

Professional Verification Required: You acknowledge and agree that:

1. All AI-generated outputs must be independently verified by qualified professionals before relying on them for business or compliance decisions
2. You are solely responsible for reviewing, validating, and making decisions based on AI-generated content
3. For regulated activities (financial services, legal matters, regulatory compliance), you must consult licensed professionals in relevant jurisdictions
4. Elluvate provides tools to assist your analysis but does not provide professional advice or guarantee accuracy of AI outputs
5. You will implement appropriate human oversight and review processes for AI-generated content, particularly for high-stakes decisions

Liability Disclaimer: TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELLUVATE IS NOT LIABLE FOR:

• Errors, omissions, or inaccuracies in AI-generated outputs
• Decisions made based on AI-generated content
• Financial losses resulting from reliance on AI outputs
• Regulatory violations or compliance failures
• Damages arising from AI limitations or technology failures

You assume all risk associated with use of AI-generated content.

3.5 AI Training and Service Improvement

Optional Participation: Elluvate offers users the opportunity to voluntarily opt in to contribute their interactions with our AI systems to help improve service quality, accuracy, and safety for all users.

Default Setting: By default, your data is NOT used for AI training or service improvement beyond what is necessary to deliver the Products you have requested. You must explicitly opt in to participate in our AI improvement program.

What This Means If You Opt In:

• Elluvate may use your prompts, questions, AI-generated outputs, and feedback to train and improve our AI models
• Your interactions may be used to enhance AI accuracy, develop new features, and strengthen safety safeguards
• Data may be retained for up to 5 years for ongoing improvement purposes (vs. 30 days for opted-out users)
• You can withdraw consent and opt out at any time by contacting privacy@elluvate.com or adjusting your account settings

What We Do NOT Do: Regardless of your participation choice:

• We do NOT sell your data to third parties
• We do NOT use your data to train third-party AI models operated by other companies
• We do NOT share your data with competitors or use it to benefit other customers
• We do NOT use your confidential business information in ways that compromise your competitive position

No Impact on Service: Opting out of AI training does NOT affect your access to or functionality of Elluvate Products. All features remain fully available regardless of your choice.

Aggregated Data: Separately from the opt-in training program, we may use aggregated, anonymized data that cannot identify you or your organization for product analytics, service quality measurement, comparative benchmarking features, and industry insights. Aggregated data may be used to provide you with comparative metrics (e.g., how your progress compares to industry averages), best practice recommendations, and industry trend reports. This does not require opt-in consent when properly anonymized using k-anonymity techniques (minimum 5 organizations per aggregated metric).

Enterprise Customers: Enterprise and API customers (when available) are opted out by default with additional contractual protections. See our Privacy Policy for details.

For comprehensive information about our AI training program, privacy protections, and your rights, see the "AI Training and Service Improvement" section of our Privacy Policy.

4. Pricing and Payment

4.1 Product Pricing Models

Our Products use two pricing models:

• (a) Subscription Pricing: Monthly recurring fees based on selected tier (Free, Starter, Professional, Business, Enterprise). Features and usage limits vary by tier.
• (b) Pay-Per-Use (Token) Pricing: Tokens purchased in advance and consumed based on AI processing volume and complexity. Token consumption rates vary by AI model selected and processing type.
• (c) Service Pricing: Professional services are priced on a time-and-materials or fixed-fee basis as outlined in statements of work.

Current pricing is available at https://elluvate.com/pricing or within your account dashboard.

4.2 Payment Terms

All payments are processed through third-party payment processors. By making a purchase, you authorize us to charge your selected payment method.

• Subscriptions: Billed monthly in advance on your subscription anniversary date.
• Token Purchases: One-time charges processed immediately upon purchase.
• Services: Invoiced per statement of work terms (typically net 30 days).

4.3 Currency

All fees are in Canadian Dollars (CAD) unless otherwise specified in writing.

4.4 Taxes

Fees exclude applicable taxes (GST, PST, HST). You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges related to your purchases.

4.5 Refund Policy

Products (Subscriptions): You may cancel at any time. No refunds for partial billing periods. Access continues until end of paid period.

Products (Tokens): Non-refundable once purchased. Unused tokens remain in your account indefinitely unless your account is closed.

Services: Refund eligibility determined per statement of work terms.

Exceptions: Refunds may be issued at our discretion for service outages, billing errors, or other extraordinary circumstances.

4.6 Price Changes

We reserve the right to change pricing with 30 days' written notice. Price changes apply to subsequent billing periods and renewals, not current paid periods.

5. Your Account

If you create an account on our Website, you are responsible for:

• Maintaining the confidentiality of your account information, including your authentication codes.
• All activities that occur under your account.
• Notifying us immediately of any unauthorized use of your account or any other breach of security.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders at our sole discretion.

6. Intellectual Property Rights

The Website and its original Content, features, and functionality are owned by Elluvate and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Unless otherwise indicated, you may not copy, modify, reproduce, distribute, or create derivative works based upon our Content without our express written consent.

For the intellectual property rights related to Services we provide to you, please refer to the specific terms in your service agreement with us.

7. User Content

If you submit, upload, or share any content through our Website or as part of our Products and Services, you grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, store, display, reproduce, and modify such content solely for the purpose of providing our Products and Services.

You represent and warrant that:

• You own the content or have the right to use it and grant us the rights described above.
• The content does not violate the privacy rights, publicity rights, copyright, contractual rights, or any other rights of any person or entity.

8. Data Ownership

We respect your ownership of your data. As part of our core values:

• You retain full ownership of all data, models, and intellectual property developed using our Products and Services.
• We do not claim ownership of any data, content, or intellectual property provided by you for use with the Products and Services.
• We will not use your data for purposes other than providing the Products and Services to you, except as permitted by applicable law or as authorized by you.
• Upon termination of Products and Services, we will return or delete your data as specified in your service agreement with us.

9. Confidentiality

We respect the confidentiality of information shared in the course of our business relationship. "Confidential Information" includes, but is not limited to, business plans, technical data, product plans, and any other non-public information that is either designated as confidential or that a reasonable person would understand to be confidential.

We agree to:

• Use your Confidential Information only to provide the Products and Services.
• Protect your Confidential Information with the same degree of care that we use for our own confidential information.
• Not disclose your Confidential Information to third parties without your consent, except as required by law or as necessary to provide the Products and Services.

10. Prohibited Uses

You agree not to use our Website or Products and Services for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limitation, you will not:

• Use the Website in any manner that could disable, overburden, damage, or impair the site.
• Use any robot, spider, or other automatic device to access the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other harmful material.
• Attempt to gain unauthorized access to any parts of the Website.
• Use the Products and Services to develop applications intended to harm individuals or violate their rights.

11. Termination

11.1 Termination by Elluvate

We may terminate or suspend your access to our Website or Products and Services immediately, without prior notice or liability, for any reason, including breach of these Terms.

11.2 Survival

Upon termination, your right to use our Website and Products and Services will immediately cease. The following provisions of the Terms will survive termination: Intellectual Property Rights, Data Ownership, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, and Governing Law.

11.3 Your Right to Cancel

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. You retain access to the Platform until the end of the paid period.

Upon cancellation:

• Your data will be deleted within a reasonable timeframe when no longer needed for business or legal purposes
• Audit logs are retained for 7 years for regulatory compliance (PIPEDA Principle 4.5)
• You may request data deletion by contacting our Privacy Officer at privacy@elluvate.com
• Unused tokens remain in your account until closure

12. Disclaimers

Our Website and Products and Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not guarantee that our Website or Products and Services will meet your requirements, be uninterrupted, timely, secure, or error-free.

13. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Elluvate be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to your use of, or inability to use, our Website or Products and Services.

In no event will our total liability to you for all claims, damages, losses, and causes of action exceed the amount paid by you to us, if any, for the Products and Services during the twelve (12) months prior to the act giving rise to the liability.

14. Indemnification

You agree to indemnify, defend, and hold harmless Elluvate and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from or relate to:

• Your violation of these Terms.
• Your use of our Website or Products and Services.
• Your violation of any rights of another person or entity.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, Canada.

16. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Website or Products and Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use our Website or Products and Services.

17. Contact Us

If you have any questions about these Terms, please contact us at legal@elluvate.com.