Boosted.ai (“Boosted.ai”, “us”, “we”, “our”) is the developer and owner of its proprietary software-as-a-service solution, ‘Boosted Insights’, to: (1) facilitate Customer’s use of artificial intelligence to assist with investment decision making; (2) enable Customer to create customized financial models; and (3) make available user accounts for the Customer (collectively the “Services”). Boosted.ai makes available the Services through its website, located at https://insights.boosted.ai (the “Website”).
the “Order Form”), form an agreement between Boosted.ai and you and govern your access to and use of the Services (the “Agreement”).
Boosted.ai SaaS Services
- Provisioning of the Boosted.ai SaaS Services. Subject to Customer’s compliance with the Agreement and subject to the description of Services, quantity, number of accounts, number of live models and other details and limitations described on the Order Form, including the payment of all fees described in the Order Form, Boosted.ai will make the Services available to Customer for use by Customer.
- Restrictions on Use. Except as permitted in Section 2(a), Customer must not itself, and will not permit others to:
- sub-license, sell, rent, lend, lease or distribute the Services or any intellectual property rights therein or otherwise make the Services available to others;
- use the Services to permit timesharing, service bureau use or commercially exploit the Services;
- use or access the Services in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Services;
- use the Services to create, collect, transmit, store, use or process any data, information, content, records, or files loaded, transmitted or entered into the services by the Customer (the “Customer Data”):
- that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
- that Customer does not have the lawful right to create, collect, transmit, store, use or process; or
- that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
- Modify the Services;
- reverse engineer, de-compile or disassemble the Services;
- remove or obscure any proprietary notices or labels on the Services, including brand, copyright, trademark and patent or patent pending notices;
- access or use the Services for the purpose of building a similar or competitive product or service;
- perform any vulnerability, penetration or similar testing of the Services; or
- Suspension of Access; Scheduled Downtime; Modifications. Boosted.ai may, at its discretion:
- suspend Customer’s access to or use of the Services or any component thereof
- for scheduled maintenance;
- if Customer violates any material provision of the Agreement; or
- to address any emergency security concerns; and
- Modify the Services. For greater certainty, Customer is required to accept all patches, bug fixes and updates made by or on behalf of Boosted.ai to the Services. If the Customer does not want to accept any patch, fix or update for security or privacy reason, it may terminate the Agreement without any penalty upon giving prompt notice.
- Boosted.ai will use commercially reasonable efforts to perform the Professional Services set out in the Order Form.
Ownership; Reservation of Rights
- Customer retains all ownership and intellectual property rights in and to Customer Data. Customer grants to Boosted.ai a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit Customer Data to provide the Services. Boosted.ai may collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and during and after the term of the Agreement, Boosted.ai may: (i) use such data and information to improve and enhance the Services and for other development, diagnostic and corrective purposes (including developing and training models) in connection with the Services and other Boosted.ai offerings; and (ii) create training data and use and disclose such data solely in aggregated or other de-identified form in connection with its business.
- Boosted.ai or its licensors retain all ownership and intellectual property rights in and to: (i) the Services; (ii) anything developed or delivered by or on behalf of Boosted.ai under the Agreement; and (iii) any modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations (collectively the “Modifications”) to the foregoing (i) and (ii).
- Without limiting the generality of Section 2(b), any reports, graphs and other results made available to the Customer through the Services are solely for 4 Toronto | New York www.boosted.ai Customer’s internal use and may not be distributed to any other person other than Customer’s employees without Boosted.ai’s prior written consent.
- All rights not expressly granted by a Party to the other Party under the Agreement are reserved.
Standard Maintenance and Support
Subject to Customer’s payment of all fees described in the Order Form, Customer will:
- receive maintenance and updates, at Boosted.ai’s discretion, to the Services from time to time; and
- have access to Boosted.ai’s standard technical support.Fees and Payment
Fees and Payment
Unless otherwise set out in the Order Form:
- Fees. Without limiting this Section 7, Customer agrees to pay Boosted.ai the fees described in Order Form (the “Fees”) in accordance with the terms set out herein. All Fees are identified in US Dollars..
- Invoicing. Boosted.ai will prepare and send to the Customer, at the thencurrent contact information on file with Boosted.ai, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 days of the invoice date.
- Disputed Invoices or Charges. If Customer believes Boosted.ai has charged or invoiced Customer incorrectly, Customer must contact Boosted.ai no later than 30 days after having been charged by Boosted.ai or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
- Late Payment. Customer may not withhold or setoff any amounts due under the Agreement. Boosted.ai reserves the right to suspend Customer’s access 5 Toronto | New York www.boosted.ai to the Services until all due amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.
- Taxes. The Fees set out in the Order Form do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with the Agreement, other than taxes based on the net income or profits of Boosted.ai.
- Suspension. Any suspension of the Services by Boosted.ai pursuant to the terms of the Agreement will not excuse Customer from its obligation to make payments under the Agreement on a non-disputed invoice.
- Definitions. For the purposes of the Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means Customer Data, information marked or otherwise identified in writing by a Party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, Recipient should recognize as being confidential; provided that Discloser’s Confidential Information does not include: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
- Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose Confidential Information of Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than the Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of Discloser except to exercise its license rights or perform its obligations under the Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take reasonable precautions to safeguard the other Party’s Confidential Information. Those precautions will be at least as protective as the 6 Toronto | New York www.boosted.ai precautions that the Recipient takes to protect its own Confidential Information of a similar type.
- Exceptions to Confidentiality. Notwithstanding Section 8(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, Recipient promptly notifies Discloser in writing of such required disclosure and cooperates with Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of Boosted.ai, to potential assignees, acquirers or successors of Boosted.ai if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Boosted.ai.
- No publication. Unless consented to in writing in advance by Customer, or as otherwise permitted in accordance with Section (b), Boosted.ai will not: (a) publish or distribute any release, announcement, or external disclosure of any nature relating to the Agreement or its subject matter to the public; (b) use or display the name, logo, trademark or other similar intellectual property of Customer; or (c) otherwise refer to or disclose the fact that Customer is a client of Boosted.ai to the public.
Warranty; Disclaimer; Indemnity
- Customer Warranty. Customer represents and warrants to, and covenants with Boosted.ai that the Customer Data uploaded by the Customer will not contain any Material Non Public Information and will only contain information about an identifiable individual (“Personal Information”) in respect of which Customer has provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable Boosted.ai to provide the Services, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to Boosted.ai and to or from all applicable third parties.
- GENERAL DISCLAIMER. BOOSTED.AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THE 7 Toronto | New York www.boosted.ai AGREEMENT, THE SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY BOOSTED.AI TO CUSTOMER (INCLUDING ALL THIRD PARTY PRODUCTS AND SERVICES) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BOOSTED.AI HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, SECURITY, RELIABILITY, COMPLETENESS, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, BOOSTED.AI EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION (INCLUDING ALL THIRD PARTY INFORMATION) PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
- Indemnity. Customer will defend, indemnify and hold harmless Boosted.ai, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations or warranties under the Agreement; or (iii) use of the Services (or any part thereof) by Customer in combination with any third party software, application or service. Customer will fully cooperate with Boosted.ai in the defense of any claim defended by Customer pursuant to its indemnification obligations under the Agreement.
Limitation of Liabilities
The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
- AMOUNT. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS IN SECTION 9(c), CUSTOMER’S LIABILITY FOR UNPAID FEES AND BREACH OF SECTION 7, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY IN CONNECTION WITH OR UNDER THE 8 Toronto | New York www.boosted.ai AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THE AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL BOOSTED.AI’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT.
- TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
- THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN DAMAGES AND CERTAIN DISCLAIMERS. IF THESE LAWS APPLY YOU, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.
Term and Termination
Unless otherwise set out in the Order Form:
- Term. The Agreement will commence on the Effective Date as set out in the Order Form and continue until the Initial Term End Date set out therein. At the Initial Term End Date, the Agreement will renew in accordance with the terms set out in the Order Form.
- Termination for Cause. Either Party may, in addition to other relief, suspend or terminate the Agreement if the other Party commits a material breach of any provision of the Agreement and fails within 30 calendar days after receipt of notice of such breach to correct such material breach.
- Survival. The following Sections, together with any other provision of the Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of the Agreement, will survive expiration or termination of the Agreement for any reason: Section 4 (Ownership; Reservation of Rights), Section 5 (Privacy), Section 7 (Fees and Payment), Section 8(Confidential Information), Section 9 (Warranty; Disclaimer; Indemnity), Section 10 (Limitation of Liabilities), Section (c) (Survival), and Section 12 (General Provisions).
- Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be in writing and sent: (i) if to Boosted.ai, the address set out in the Order Form; and (ii) if to the Customer, the address set out in the Order Form. Either Party may change its contact information by providing the other Party written notice of the Party’s new contact information.
- Assignment. Neither Party will assign the Agreement to any third party without the other Party’s prior written consent. Notwithstanding the foregoing, either Party may assign its rights or obligations under the Agreement, in whole or in part, without the other Party’s consent, in connection with a corporate reorganization or the transfer or sale of all or substantially all of the Party’s business or assets to a third party which shall be vetted by the other party in accordance with the regulatory guidelines which govern the other party, whether by merger, sale of stock, sale or donation of assets or otherwise. Any assignment in violation of this Section will be void. The Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
- Choice of Law. The Agreement and any action related thereto will be governed exclusively by and construed in accordance with the substantive laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with the Agreement in the city of Toronto. The U.N. Convention on Contracts for the International Sale of Goods will not 10 Toronto | New York www.boosted.ai apply to the Agreement. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
- Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond Boosted.ai’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Boosted.ai’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites.
- Severability. Any provision of the Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from the Agreement and all other provisions of the Agreement will remain in full force and effect.
- Waiver. A waiver of any provision of the Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
- Independent Contractors. Boosted.ai’s relationship to Customer is that of an independent contractor, and neither Party is an agent, employee or partner of the other. Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.
- Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter of the Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral.
- Amendments. No amendment, supplement, modification, waiver, or termination of the Agreement and, unless otherwise expressly specified in the Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. 11 Toronto | New York www.boosted.ai
- English Language. It is the express wish of the Parties that the Agreement and all related documents be drawn up in English. C’est la volonté expresse des Parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
NO INVESTMENT ADVICE
- The Content is for informational purposes only, you should not construe any such information or other material as legal, tax, investment, financial, or other advice. Nothing contained on our Site constitutes a solicitation, recommendation, endorsement, or offer by Boosted.ai or any third party service provider to buy or sell any securities or other financial instruments in this or in any other jurisdiction in which such solicitation or offer would be unlawful under the securities laws of such jurisdiction.
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