Gradient Boosted Investments Inc dba 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”). The Services includes Professional Services (defined below) and any text, pictures, designs, images, videos, illustrations, music, sound, articles, publications, media, data, information, materials, and any other electronic or digital content (collectively, the “Content”) that Boosted.ai makes available at or through the Services through its website, located at https://insights.boosted.ai (the” or “Site”).

These terms of use (the “Terms of Use”, together with any order forms, proposals, draft proposals, cover pages referencing or incorporating these Terms of Use (such documents,
the “Order Form”), any attachments, exhibits, and/or amendments hereto, as amended from time to time, collectively the “Agreement”) form an Agreement between Boosted.ai and you and govern your access to and use of the Services. This Agreement is effective on the earlier of the date you first access or use the Services or enter into an Order Form (“Effective Date”).

The term “you”, “your”, or “Customer” refers to the person, or entity accessing or otherwise using the Services or any part thereof (“use” or “using” in these Terms of Use will mean any of the foregoing).

BY USING SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF SERVICES. BY USING SERVICES, CUSTOMER REPRESENTS AND WARRANTS TO BOOSTED.AI THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING SERVICES ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO BOOSTED.AI THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

SERVICES MAY NOT BE ACCESSED OR USED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

BOOSTED.AI DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING OR USING ANY OF SERVICES EXCEPT WITH  BOOSTED.AI’S PRIOR WRITTEN CONSENT.

1. Changes to these Terms of Use

(a)             Except where prohibited by applicable law, we reserve the right to change these Terms of Use by posting a new version at https://boosted.ai/boostedinsights-terms-of-use at any time. Your continued access to or use of the Services after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

2. ai Services

Provisioning of the Boosted.ai Services.

(a)             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.

(b)              Subject to the terms and conditions of the Agreement, we hereby grant you a non-exclusive, revocable, limited, non-sublicensable, non-transferable (except as permitted in Section 14(b)) right to access, view, and use our Services solely for your own internal use, during the Term.

(c)             Our Services may include data and software from third parties. Some third-party providers may require Boosted.ai to pass additional terms through to you. The third-party providers change their terms occasionally and new third-party providers are added from time to time. We may provide links to such third-party providers terms to you from time to time.  You agree to comply with all applicable third-party terms therein. We cannot guarantee the continued availability of such third party products, data, services or features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a third-party providers ceases to make the third-party providers’ products, data, features or services available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Boosted.ai. Boosted.ai is not responsible for any disclosure, Modification or deletion of Customer Data (defined below) resulting from access by such  third-party providers’ products, data, features or services or its third-party providers.

3. Restrictions on Use.

(A)      Customer must not itself, and will not permit others to:

(a)             sub-license, sell, rent, lend, lease or distribute the Services or any intellectual property rights therein or otherwise make the Services available to others;

(b)             use the Services to permit timesharing, service bureau use or commercially exploit the Services;

(c)             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;

(d)             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 or its users (the “Customer Data”) that:

(i)              contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

(ii)            Customer does not have the lawful right to create, collect, transmit, store, use or process;

(iii)          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);

(iv)           contains any Personal Information, other than Personal Information required by Boosted.ai to set up accounts for Customer; or

(v)             contains any material non-public information as defined under applicable securities laws;

(e)             download (in any way whatsoever including automatically download) print in whole or in parts)mine, scrape or index, any data that is made available to Customer as part of the Services, other than as expressly permitted by Boosted.ai in writing;

(f)              use any Content made available to Customer as part of the Services, other than as expressly permitted by Boosted.ai in writing;

(g)             use the Services to circumvent the intended features, functionality or limitations of the Services, including any content filters, safety controls, or guardrails regarding the Content that are made available to Customer as part of the Services;

(h)             run or install any computer software or hardware on the Services or network that supports or hosts the Services;

(i)              automatically connect (whether through APIs or otherwise) the data made available to Customer as part of the Services to other data, software, services or networks, other than as expressly permitted by Boosted.ai in writing;

(j)              use Boosted.ai Property (defined below) or our third-party providers’ property to train any artificial intelligence (AI) or machine learning algorithms or software or create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;

(k)             allow any third parties to access, use or benefit from Boosted.ai Property in any way;

(l)              Modify the Services;

(m)           reverse engineer, de-compile or disassemble the Services;

(n)             remove or obscure any proprietary notices or labels on the Services, including brand, copyright, trademark and patent or patent pending notices;

(o)             access or use the Services for the purpose of building a similar or competitive product or service;

(p)             perform any vulnerability, penetration or similar testing of the Services; or

(q)             use or access the Services for any purpose or in any manner not expressly permitted in this Agreement (including any Order Form).

(B)       Customer shall ensure that all use, access or receipt of the Services, third-party data providers’ products, data or services and any Boosted.ai Property pursuant to this Agreement and all its users comply with this Agreement and that no such users bring or maintain any claim against Boosted.ai, its shareholders, employees, officers, directors, affiliates, agents, contractors, successors, and assigns and those of its affiliates in respect of any matter related to or in connection with the subject matter of this Agreement.  Customer shall have a written agreement in place with all such users containing terms and conditions that ensure Customer will be able to comply with the terms of this Agreement.  Customer shall be liable for any breach by any such user of the terms herein. Customer shall promptly notify Boosted.ai of any actual or suspected unauthorized use of the Services, third-party data providers’ products, data or services and any Boosted.ai Property.

4. Suspension of Access; Scheduled Downtime; Modifications. Boosted.ai may, from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:

(a)             suspend Customer’s access to or use of the Services or any component thereof:

(i)              for scheduled maintenance;

(ii)            due to a Force Majeure Event (defined below;

(iii)          if Customer violates any material provision of the Agreement;

(iv)           to address any emergency security concerns;

(v)             if required to do so by a governmental or regulatory authority or as a result of a change in applicable laws; or

(vi)           as otherwise permitted in this Agreement; and

(b)             Modify the Services from time to time. Certain Services include updates (bug fixes, patches, maintenance releases). We reserve the right to charge for upgrades (releases or versions that include new features or additional functionality) or any application programming interfaces (“APIs”) for applicable Services. Any additional charges for selected upgrades or APIs will be set forth in a separate Order Form or confirmed by us to you. We may subject certain features or functionality to metering or other usage restrictions to maintain responsive performance.   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.

5. Professional Services

(a)             Boosted.ai will use commercially reasonable efforts to perform the professional services (“Professional Services”) set out in the Order Form.

6. Ownership; Reservation of Rights

(a)             Customer retains all ownership and intellectual property rights in and to Customer Data. For clarity and avoidance of all doubt, Customer Data does not include any Boosted.ai Property. Customer grants to Boosted.ai a nonexclusive, worldwide, royalty-free, irrevocable, transferable, sublicensable, fully paid-up right and license during the Term to access, collect, use, process, store, transfer, transmit, copy, modify, adapt, and display Customer Data to provide the Services and improve and enhance the Services and its other offerings. Customer grants to Boosted.ai a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, transferable, sublicensable, fully paid-up right and license to access, collect, use, process, store, transfer, transmit, copy, modify, adapt, and display Customer Data to produce or generate data, information or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”), Boosted.ai may: (i) use such Aggregated Data 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 Aggregated Data solely in aggregated or other de-identified form in connection with its business.

(b)             Boosted.ai or its licensors retain all ownership and intellectual property rights in and to: (i) the Services; (ii) anything developed, made available, displayed, or delivered by or on behalf of Boosted.ai under the Agreement including Aggregated Data and  any data (whether tangible or intangible) or other content, documentation, products or information that is made available or displayed to Customer as part of Customer’s access and use of the Services; and (iii) any modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations (collectively the “Modifications”) to the foregoing (i) and (ii) (collectively “Boosted.ai Property”).

(c)             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 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.

(d)             All rights not expressly granted by a party to the other party under the Agreement are reserved.

7. Privacy

Customer understands that any information about an identifiable individual (“Personal Information”) transferred to Boosted.ai’s will be treated in accordance with Boosted.ai’s privacy policy located at: https://boosted.ai/boosted-insights-privacy-policy.

8. Standard Maintenance and Support

Subject to Customer’s payment of all Fees (defined below) described in the Order Form, Customer will:

(a)             receive maintenance and updates, at Boosted.ai’s discretion, to the Services from time to time; and

(b)             have access to Boosted.ai’s standard technical support.

9. Fees and Payment

Unless otherwise set out in the Order Form:

(a)             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.

(b)             Invoicing. Boosted.ai will prepare and send to the Customer, at the current 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.

(c)             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.

(d)             Late Payment. Customer may not withhold or setoff any amounts due under the Agreement. Boosted.ai reserves the right to suspend Customer’s access 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.

(e)             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.

(f)              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.

10. Confidential Information

(a)             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.

(b)             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 precautions that the Recipient takes to protect its own Confidential Information of a similar type.

(c)             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.

(d)             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.

11. Warranty; Disclaimer; Indemnity

(a)             Customer Warranty. Customer represents and warrants to, and covenants with Boosted.ai that: (i) the Customer Data uploaded or transmitted by the Customer will not contain: (x) any material non public information (as defined under applicable securities laws); or (y) Personal Information other than Personal Information required by Boosted.ai to set up accounts for Customer; and (ii) Customer has obtained and provided, and shall continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and continues to have all necessary authority in and relating to the Customer Data (including Personal Information) for Boosted.ai to perform its obligations and exercise its rights under this Agreement in compliance with applicable laws, including applicable privacy laws, and without infringing, misappropriating or otherwise violating any intellectual property rights or other rights of any third party, and shall inform Boosted.ai immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon.

(b)             DISCLAIMERS. BOOSTED.AI STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY DATA OR THIRD-PARTY SOFTWARE. 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. 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. 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. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, SOME INFORMATION MAY CONTAIN THE OPINIONS OF THIRD PARTIES, AND BOOSTED.AI IS NOT RESPONSIBLE FOR THESE OPINIONS. YOUR DECISIONS MADE IN RELIANCE ON THE SERVICES, DATA, DOCUMENTATION OR YOUR INTERPRETATIONS OF DATA ARE YOUR OWN FOR WHICH YOU HAVE FULL RESPONSIBILITY. WE ARE NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY DECISIONS BY YOU OR ANYONE ACCESSING THE SERVICES THROUGH YOU MADE IN RELIANCE ON THE SERVICES, INCLUDING FINANCIAL, TAX AND ACCOUNTING, LEGAL, COMPLIANCE, OR ANY OTHER  PROFESSIONAL ADVICE. YOU AGREE THAT YOU USE THE SERVICES AT YOUR OWN RISK IN THESE RESPECTS. YOU ARE SOLELY RESPONSIBLE FOR THE PREPARATION, CONTENT, ACCURACY AND REVIEW OF ANY DOCUMENTS, DATA, OR OUTPUT PREPARED OR RESULTING FROM THE USE OF ANY SERVICES AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE DATA CONTAINED IN OR GENERATED BY THE SERVICES.

ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, USE OF ANY OF BOOSTED.AI PROPERTY MAY IN SOME SITUATIONS RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. CUSTOMER SHALL EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT AND CONTENT. DUE TO THE NATURE OF MACHINE LEARNING, OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND SERVICES OR ANY OTHER OF BOOSTED.AI PROPERTY MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR A THIRD PARTY. OTHER CUSTOMERS MAY ALSO ASK SIMILAR QUESTIONS AND RECEIVE THE SAME RESPONSE. RESPONSES THAT ARE REQUESTED BY AND GENERATED FOR OTHER USERS ARE NOT CONSIDERED CUSTOMER’S CONTENT.

(c)             Indemnity. Customer will defend, indemnify and hold harmless Boosted.ai, its affiliates and their respective 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 Sections 3,  11(a), or 14(j); (iii) Customer’s or its users’ use of Boosted.ai Property or any third party data in breach of this Agreement or in violation of appliable law; or (iv) 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.

12. 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:

(a)             AMOUNT. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS IN SECTION 11(C), CUSTOMER’S BREACH OF SECTIONS 3, 11(a) AND 14(j), CUSTOMER’S LIABILITY FOR UNPAID FEES, AND CUSTOMER’S BREACH OF SECTION 10, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY (OR ANY OF ITS THIRD PARTY PROVIDERS) TO THE OTHER PARTY IN CONNECTION WITH OR UNDER THE 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.

(b)             TYPE. EXCEPT FOR CUSTOMER’S LIABILITY OR OBLIGATIONS UNDER SECTION 11(C), CUSTOMER’S BREACH OF SECTIONS 3, 11(A) AND 14(J), CUSTOMER’S LIABILITY FOR UNPAID FEES, AND CUSTOMER’S BREACH OF SECTION 10, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL A PARTY (OR ITS THIRD PARTY PROVIDERS) 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.

(c)             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.

13. Term and Termination

(a)             Term. The Agreement will commence on the Effective Date as set out in the Order Form and continues until the expiration of the initial term end date set out therein (“Initial Term”), unless earlier terminated as provided herein. Unless otherwise set out in the applicable Order Form, this Agreement will automatically renew for successive periods of one (1) year (each a “Renewal Term”), unless either party provides the other party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Term. “Term” means the Initial Term and any Renewal Term.

(b)             Suspension and Termination by Booosted.ai. We may on notice terminate, suspend or limit your use of any portion or all of the Services, or Modify the terms on which it is provided, if: (i) requested to do so by a third-party provider; (ii) you become or are reasonably likely to become insolvent; (iii) there has been or it is reasonably likely that there will be: (1) a breach of security; (2) a breach of your obligations under the Agreement or another agreement between us; (3) a breach of our agreement with a third-party provider; or (4) a violation of third party rights; or (iv)  if required by applicable law or governmental or regulatory authority. Our notice will specify the cause of the termination, suspension or limitation and, if the cause of the termination, suspension or limitation is reasonably capable of being remedied, we will inform you of the actions you must take to reinstate the Services. If you do not take the actions or the cause cannot be remedied within 30 days, we may suspend, limit or terminate the Agreement in whole or in part. Fees remain payable in full during periods of suspension or limitation arising from your action or inaction.

(c)             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. Without limiting the foregoing, Boosted.ai may, in addition to other relief, terminate this Agreement immediately upon notice to Customer, if Customer is late in paying or has failed to pay any undisputed Fees.

(d)             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 6 (Ownership; Reservation of Rights), Section 7 (Privacy), Section 9 (Fees and Payment), Section 10(Confidential Information), Section 11 (Warranty; Disclaimer; Indemnity), Section 12(Limitation of Liabilities), Section 13 (d) (Survival), and Section 14 (General Provisions).

14. General Provisions

(a)             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.

(b)             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 and we may assign this Agreement to an affiliate or engage third parties, including cloud service providers, to provide Services without Customer’s consent and without prior notice to Customer. 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.

(c)             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 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.

(d)             Construction. Except as otherwise provided in the Agreement, the parties’ rights and remedies under the Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of Boosted.ai in the Agreement means the right of Boosted.ai to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.

(e)             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 (“Force Majeure Event”).

(f)              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.

(g)             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.

(h)             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.

(i)              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. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Services; and (ii) do not override or form a part of this Agreement (including any Order Form). In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (i) these Terms of Use; (ii) the applicable Order Form; and (iii) the documentation.

(j)               Export Restrictions. Customer will comply with all export laws and regulations under applicable laws that may apply to its access to or use of the Services.  Boosted.ai makes no representation or warranty that the Services (or any Content or data provided herewith) may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.

(k)             Third Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto (other than our third party providers, our licensors and the indemnified parties identified in Section 11(c) or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities pursuant to, or by reason of, this Agreement.

(l)              English Language. The parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the parties further to negotiation, and were not imposed by either party, even when drawn up by one of the parties. The parties further confirm that it is the express wish of all parties that this Agreement, all documents related to this Agreement and all communications between the parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.

15. No Investment Advice

(a)             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.

(b)             All Content on this site is information of a general nature and does not address the circumstances of any particular individual or entity. Nothing in the Site constitutes professional and/or financial advice, nor does any information on the Site constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. Boosted.ai is not a fiduciary by virtue of any person’s use of or access to the Site or Content. You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any information or other Content on the Site before making any decisions based on such information or other Content. In exchange for using the Site, you agree not to hold Boosted.ai, its affiliates or any third party service provider liable for any possible claim for damages arising from any decision you make based on information or other Content made available to you through the Site.

16. Investment Risks

(a)             The stock ratings, signals, and rankings provided by Boosted.ai are not intended to be investment advice. These ratings, signals signals, and rankings are based on Artificial Intelligence (AI) analysis, which calculates probabilities, not certainties. All the information contained on this website is for research and educational purposes and will never be considered a recommendation or advice on investment, nor will it be considered legal, tax, or any other type of advice. Any information related to investment returns refers to the periods specified in it, explicitly warning that any figure related to past results or historical returns is not a reliable indicator of future returns or results. Furthermore, the performance of any illustrative portfolios on this site is based on backtested results. Backtested performance is not an indicator of future results. All financial information contained in this website has been obtained from sources of general use and should be considered as such. There are risks associated with investing in securities. Investing in stocks, bonds, exchange traded funds, mutual funds, and money market funds involve risk of loss. Loss of principal is possible. Some high risk investments may use leverage, which will accentuate gains & losses. Foreign investing involves special risks, including a greater volatility and political, economic and currency risks and differences in accounting methods. A security’s or a firm’s past investment performance is not a guarantee or predictor of future investment performance.

Want to see Boosted Insights for yourself?

Book a Demo