Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the websites, software, applications, artificial intelligence services, APIs, embedded assistants, administrator portals and related products and services (collectively, the “Services”) provided by Answir Inc. (“Answir”, “we”, “our”, or “us”).

Please read these Terms carefully before accessing or using the Services.

By accessing or using the Services, creating an account, entering into an Order Form, executing a subscription agreement, or otherwise using the Services, you acknowledge that you have read, understood and agree to be bound by these Terms.

If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms. In that case, references to “you” or “Customer” include both you and the organization you represent.

If you do not agree to these Terms, you must not access or use the Services.

1. PURPOSE OF THE SERVICES

Answir provides an enterprise artificial intelligence platform that enables organizations to make authorized information more accessible through conversational AI.

Depending on a customer’s configuration, the Services may allow users to:

• ask questions using natural language;
• access customer-authorized information;
• search customer knowledge bases;
• receive AI-generated responses;
• participate in live or moderated events;
• request assistance from human representatives;
• access voice-enabled functionality;
• interact with customer-specific AI assistants; and
• utilize related reporting, analytics and administrative features.

The Services are intended to improve access to information, enhance stakeholder engagement and assist organizations in communicating more efficiently with their intended audiences.

2. DEFINITIONS

For purposes of these Terms, the following definitions apply.

“Account”

An account established to access or administer the Services.

“Administrator”

An individual authorized by a Customer to configure, manage and administer that Customer’s deployment of the Services.

“AI Assistant”

A conversational artificial intelligence interface configured to respond to user inquiries using Customer-authorized information, system instructions and applicable technologies.

“AI-Generated Content”

Any text, summaries, analyses, translations, responses, recommendations, insights or other outputs generated by the Services using artificial intelligence.

“Authorized User”

Any individual authorized by a Customer to access or use the Services under that Customer’s subscription.

“Customer”

The organization purchasing, licensing, subscribing to or otherwise receiving the Services from Answir.

“Customer Content”

Any documents, information, data, knowledge bases, presentations, policies, manuals, regulatory filings, multimedia, software or other content provided, uploaded or authorized by a Customer for use within the Services.

“Documentation”

Any user guides, technical documentation, implementation materials, help articles or other documentation made available by Answir.

“Knowledge Base”

The collection of Customer Content and other authorized information sources used by an AI Assistant when generating responses.

“Order Form”

Any quotation, proposal, subscription agreement, statement of work or ordering document executed between Answir and a Customer describing the applicable Services, pricing or subscription.

“Services”

The software, websites, APIs, applications, embedded assistants, analytics, administrator dashboards, voice functionality, integrations and related products or services provided by Answir.

“Subscription”

The Customer’s licensed right to access and use the Services during an agreed subscription period.

“User”

Any person who accesses or interacts with the Services, whether or not they maintain an Account.

3. ELIGIBILITY

The Services are intended primarily for business, professional and organizational use.

You represent and warrant that:

• you are at least the age of majority in the jurisdiction in which you reside;
• you have legal capacity to enter into these Terms;
• any information you provide is accurate and current;
• you will comply with applicable laws while using the Services; and
• if acting on behalf of an organization, you are authorized to bind that organization.

The Services are not intended for use by children.

4. DESCRIPTION OF THE SERVICES

The Services may include artificial intelligence capabilities, analytics, reporting tools, administrator dashboards, integrations, APIs, accessibility features, multilingual functionality, voice interaction capabilities and other features that may evolve over time.

Because artificial intelligence technologies continue to develop rapidly, the specific features, models, interfaces and functionality available through the Services may change from time to time.

Answir may improve, modify, replace or discontinue features where reasonably necessary to maintain, secure or improve the Services.

Nothing in these Terms guarantees the continued availability of any particular feature unless expressly stated in an applicable Order Form.

5. WHAT ANSWIR IS AND IS NOT

Answir is an AI-powered information access and communications platform.

Its purpose is to help organizations make authorized information more accessible to their stakeholders through conversational artificial intelligence.

While the Services utilize advanced AI technologies, Answir does not act as:

• an investment advisor;
• a securities dealer;
• a financial planner;
• a law firm;
• an accounting firm;
• an engineering consultant;
• a medical provider;
• a regulatory authority; or
• a substitute for professional judgment.

Information made available through the Services, including AI-Generated Content, is intended to assist users in locating and understanding information.

Users remain responsible for exercising their own judgment and, where appropriate, obtaining advice from qualified professionals.

Where the Services relate to public companies or securities markets, official regulatory filings, corporate disclosures and other authoritative publications remain the definitive source of information.

6. RELATIONSHIP BETWEEN ANSWIR AND CUSTOMERS

Unless otherwise agreed in writing, Answir provides technology that enables Customers to configure and operate AI-powered information services.

Customers determine, among other things:

• what information is made available through their AI Assistant;
• who may administer their deployment;
• what knowledge sources are used;
• how their deployment is configured;
• which optional features are enabled;
• what retention settings are selected; and
• how their users interact with the Services.

Accordingly, Customers remain responsible for the content they authorize for use within their deployment and for ensuring that such content complies with applicable laws, contractual obligations and regulatory requirements.

Answir is responsible for providing and maintaining the underlying technology platform in accordance with these Terms and any applicable Order Form.

7. CHANGES TO THESE TERMS

Technology, laws and business practices continue to evolve.

Accordingly, Answir may revise these Terms from time to time.

When material changes are made, we will update the “Last Updated” date at the beginning of these Terms and, where required by applicable law or contractual obligation, provide additional notice.

Continued use of the Services following the effective date of updated Terms constitutes acceptance of those revised Terms to the extent permitted by applicable law.

8. CUSTOMER ACCOUNTS

Certain features of the Services require a Customer Account.

Customers agree to provide accurate, complete and current information when establishing an Account and to promptly update such information if it changes.

Each Customer is responsible for all activity occurring under its Account, including activity undertaken by its Authorized Users and Administrators.

Customers shall use commercially reasonable efforts to prevent unauthorized access to their Accounts and shall promptly notify Answir if they become aware of:

• unauthorized access;
• suspected credential compromise;
• unauthorized use of the Services;
• suspected security incidents; or
• any other activity that may affect the security or integrity of the Services.

9. ADMINISTRATOR RESPONSIBILITIES

Each Customer may designate one or more Administrators.

Administrators may be granted authority to configure and manage various aspects of the Customer’s deployment, including:

• user access;
• permissions;
• authentication settings;
• branding;
• Knowledge Bases;
• AI Assistant configuration;
• conversation retention settings;
• analytics;
• reporting;
• integrations;
• accessibility features;
• notification settings;
• alert rules;
• Live Multi-User Q&A Events; and
• other administrative functions made available by the Services.

Customers are solely responsible for:

• selecting their Administrators;
• monitoring Administrator activity;
• revoking Administrator access when appropriate;
• maintaining appropriate internal controls; and
• ensuring Administrators act within their authority.

Answir is entitled to rely upon instructions received from an authorized Administrator unless Answir has actual knowledge that such authority has been revoked.

10. AUTHORIZED USERS

Customers may authorize employees, contractors, consultants or other individuals to use the Services, subject to the terms of the applicable Subscription.

Customers are responsible for ensuring that all Authorized Users comply with these Terms.

Customers remain responsible for all activity conducted through their Subscription, regardless of whether the activity was undertaken by an Administrator or another Authorized User.

11. ACCOUNT SECURITY

Customers and Users are responsible for maintaining the confidentiality of their login credentials.

Users must not:

• share passwords;
• share authentication credentials;
• allow unauthorized persons to access the Services using their Account;
• circumvent authentication controls; or
• intentionally compromise account security.

Customers are responsible for implementing reasonable internal security practices appropriate to their organization, including the prompt removal of access for former employees or other individuals who are no longer authorized to use the Services.

12. AUTHORIZED USE OF THE SERVICES

Subject to these Terms and any applicable Order Form, Answir grants Customers a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable Subscription Term.

The Services may be used solely for the Customer’s legitimate internal business purposes and any external stakeholder engagement expressly contemplated by the Services.

Nothing in these Terms transfers ownership of the Services or any intellectual property rights to the Customer except for the limited rights expressly granted herein.

13. ACCEPTABLE USE

Customers and Users agree to use the Services responsibly, professionally and in accordance with applicable laws.

Users shall not use the Services in any manner that:

• violates applicable law;
• infringes intellectual property rights;
• violates privacy rights;
• breaches contractual obligations;
• interferes with the operation of the Services;
• compromises platform security;
• harms other users;
• circumvents technical restrictions; or
• otherwise exceeds the scope of rights granted under these Terms.

Customers are responsible for establishing appropriate internal policies governing their own use of the Services.

14. PROHIBITED CONDUCT

Without limiting any other provision of these Terms, Customers and Users shall not:

• reverse engineer, decompile or attempt to discover the source code of the Services except where expressly permitted by applicable law;
• copy, reproduce or redistribute the Services except as expressly authorized;
• remove proprietary notices or branding;
• interfere with the operation or security of the Services;
• introduce malware, ransomware, spyware or malicious code;
• perform unauthorized penetration testing or vulnerability scanning;
• circumvent authentication or access controls;
• access information belonging to another customer;
• attempt to bypass usage limits or technical safeguards;
• use the Services to facilitate unlawful conduct;
• knowingly upload malicious files;
• use automated means to overload or disrupt the Services;
• misrepresent the source of information;
• impersonate another person or organization;
• knowingly provide false or misleading information through the Services;
• use the Services to infringe intellectual property rights;
• use the Services to distribute unlawful, defamatory, fraudulent or abusive content; or
• encourage or assist another person in engaging in any prohibited activity.

Nothing in this Section prohibits legitimate security testing or research that has been expressly authorized in writing by Answir.

15. ARTIFICIAL INTELLIGENCE USAGE

Artificial intelligence is intended to assist Users by improving access to authorized information.

Customers acknowledge that:

• AI-generated responses are produced automatically;
• outputs may vary depending upon the information available;
• responses may occasionally contain inaccuracies or omissions;
• different wording may produce different responses;
• responses should be reviewed appropriately before being relied upon for significant decisions; and
• the Services are intended to augment, not replace, appropriate human judgment.

Customers remain responsible for determining how AI-generated information is used within their organizations.

16. CUSTOMER RESPONSIBILITIES FOR KNOWLEDGE BASES

Customers are solely responsible for the information they make available to their AI Assistant.

Accordingly, Customers represent and warrant that they have all necessary rights, permissions and authority to upload, authorize or otherwise make available Customer Content through the Services.

Customers are responsible for ensuring that Customer Content:

• is accurate to the best of their knowledge;
• is appropriate for its intended audience;
• does not infringe third-party rights;
• complies with applicable laws;
• complies with contractual obligations;
• complies with applicable securities laws and stock exchange requirements where relevant; and
• is maintained appropriately over time.

Answir is not responsible for independently verifying the accuracy, completeness or regulatory compliance of Customer Content supplied by Customers.

17. USER RESPONSIBILITIES

Users are responsible for exercising reasonable judgment when using the Services.

Users should not rely exclusively upon AI-generated responses when making financial, investment, legal, tax, accounting, engineering, medical or other significant decisions.

Where authoritative source documents exist, including regulatory filings, corporate disclosures, policies or contractual documents, Users should consult those materials where appropriate.

18. SUSPENSION OF ACCESS

Answir may temporarily suspend access to all or part of the Services where reasonably necessary to:

• protect the security of the Services;
• investigate suspected misuse;
• prevent unlawful activity;
• comply with legal obligations;
• respond to security incidents;
• perform emergency maintenance;
• address technical issues that threaten platform stability; or
• protect the rights, property or safety of Answir, its Customers or other users.

Where reasonably practicable, Answir will use commercially reasonable efforts to provide advance notice of planned suspensions affecting production Services.

Emergency suspensions may occur without prior notice where immediate action is reasonably necessary.

19. CUSTOMER CONTENT

Customers retain all right, title and interest in and to their Customer Content.

Nothing in these Terms transfers ownership of Customer Content to Answir.

Subject to these Terms and any applicable Order Form, Customers grant Answir a limited, non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process, index, retrieve, display and otherwise use Customer Content solely as reasonably necessary to:

• provide the Services;
• maintain the Services;
• secure the Services;
• improve the functionality of the Services;
• provide customer support;
• perform backups;
• generate Customer-requested analytics;
• facilitate integrations authorized by the Customer; and
• fulfill Answir’s contractual obligations.

This licence terminates upon expiration or termination of the applicable Subscription, subject to applicable retention obligations described elsewhere in these Terms and the Privacy Policy.

20. CUSTOMER REPRESENTATIONS

Each Customer represents and warrants that:

• it owns, licenses or otherwise has sufficient rights to all Customer Content made available through the Services;
• Customer Content does not knowingly infringe the intellectual property rights of any third party;
• Customer Content complies with applicable laws and regulations;
• Customer Content may lawfully be processed by Answir;
• Customer Content does not knowingly contain malicious software; and
• it has obtained any necessary consents required to make Customer Content available through the Services.

Customers remain solely responsible for maintaining the accuracy, completeness and currency of Customer Content.

21. AI-GENERATED CONTENT

The Services generate AI-assisted responses based upon Customer Content, authorized information sources and user prompts.

Customers acknowledge that:

• AI-generated content is produced automatically;
• outputs may differ between similar prompts;
• responses are probabilistic in nature;
• responses may occasionally contain inaccuracies, omissions or outdated information; and
• AI-generated content should be reviewed appropriately before being relied upon for material business decisions.

Answir continually seeks to improve the quality and reliability of AI-generated responses but does not warrant that every response will be complete, accurate or suitable for every purpose.

22. CUSTOMER RESPONSIBILITY FOR AI OUTPUTS

Customers are responsible for determining how AI-generated content is used within their organizations.

Without limiting the foregoing, Customers are responsible for:

• reviewing AI-generated information where appropriate;
• determining when human review is necessary;
• complying with applicable legal and regulatory obligations;
• ensuring public disclosures remain accurate;
• maintaining appropriate governance over AI usage; and
• determining whether additional verification is appropriate before acting upon AI-generated information.

Nothing in the Services relieves Customers of their own regulatory, fiduciary or professional responsibilities.

23. USER CONTENT

Users may voluntarily submit prompts, questions, feedback, uploaded documents, comments or other information while using the Services.

Users retain ownership of any intellectual property rights they possess in such User Content.

By submitting User Content through the Services, Users grant Answir a limited licence to process such information solely as necessary to:

• operate the Services;
• respond to requests;
• improve platform functionality;
• provide support;
• generate analytics;
• comply with applicable law; and
• fulfill the purposes described in the Privacy Policy.

24. KNOWLEDGE BASES

Each Customer controls the information included within its Knowledge Base.

Customers determine:

• which documents are uploaded;
• which information sources are connected;
• which content is removed;
• how frequently information is updated;
• who may manage the Knowledge Base; and
• which AI capabilities are enabled.

Answir does not independently review all Customer Content included within Knowledge Bases for factual accuracy, completeness or regulatory compliance.

Customers remain responsible for the information they authorize for use.

25. DATA SEGREGATION

Answir has designed its platform so that Customer deployments operate independently.

Except as expressly authorized by the applicable Customer or required by law:

• Customer Content is logically segregated from unrelated customer deployments;
• Customer Knowledge Bases remain customer-specific;
• Customer analytics remain customer-specific;
• Customer administrator permissions remain customer-specific; and
• information made available by one Customer is not intentionally used to answer questions on behalf of another Customer.

Nothing in these Terms prevents Answir from using anonymized and aggregated information that cannot reasonably identify an individual or Customer for legitimate business purposes.

26. PLATFORM ANALYTICS

As part of the Services, Answir may generate analytics relating to platform usage.

Depending upon Customer configuration, these analytics may include:

• conversation volume;
• engagement statistics;
• feature utilization;
• response times;
• satisfaction metrics;
• sentiment analysis;
• frequently discussed topics;
• accessibility feature usage;
• conversation summaries;
• administrator reporting; and
• other operational metrics.

Analytics generated specifically for a Customer remain available to that Customer in accordance with its Subscription.

Answir may also generate anonymized and aggregated analytics across the platform for purposes including product improvement, benchmarking, service planning and business analysis, provided such analytics do not identify individual Customers or Users.

27. INTELLECTUAL PROPERTY

The Services, including all software, algorithms, source code, object code, user interfaces, workflows, documentation, graphics, branding, trademarks, service marks, trade names, reports, databases, models and other materials developed or provided by Answir, are and shall remain the exclusive property of Answir or its licensors.

Except for the limited rights expressly granted under these Terms, no licence or ownership rights are transferred to Customers or Users.

Customers shall not acquire any ownership interest in the Services through use of the platform.

28. FEEDBACK

Customers and Users may voluntarily provide suggestions, comments, ideas or recommendations regarding the Services (“Feedback”).

Feedback is entirely voluntary.

To the extent permitted by applicable law, Customers grant Answir a perpetual, worldwide, irrevocable, royalty-free licence to use, modify, incorporate and otherwise exploit Feedback for any lawful purpose without compensation or attribution.

Nothing in this Section requires Customers to disclose confidential or proprietary information.

29. OPEN SOURCE SOFTWARE

Certain components of the Services may incorporate software distributed under open-source licences.

Where applicable, those components remain subject to their respective open-source licence terms.

Nothing in these Terms is intended to limit rights granted under applicable open-source licences.

30. PUBLICITY

Unless otherwise agreed in writing, Answir will not publicly identify a Customer as a customer of the Services without the Customer’s prior consent.

Where consent has been provided, Answir may identify the Customer in customer lists, case studies, presentations, marketing materials or similar promotional activities.

Either party may withdraw such consent upon reasonable written notice, except with respect to materials already published.

31. SUBSCRIPTIONS

Access to the Services is provided on a subscription basis unless otherwise agreed in writing.

The scope of each Subscription, including applicable features, usage limits, pricing, subscription term and any additional services, shall be set out in the applicable Order Form or other written agreement between Answir and the Customer.

Unless expressly stated otherwise, a Subscription grants the Customer a limited right to access and use the Services during the applicable Subscription Term and does not transfer ownership of the Services.

32. SUBSCRIPTION PLANS

Answir may offer different subscription plans, service tiers or product packages with varying functionality, usage limits and support levels.

Features available under one Subscription plan may not be available under another.

Answir may modify, replace or discontinue Subscription plans from time to time. Such changes shall not materially reduce the functionality of an active Subscription during its current Subscription Term unless reasonably necessary for security, legal compliance or technical reasons.

33. FREE TRIALS AND EVALUATION ACCOUNTS

From time to time, Answir may offer free trials, proof-of-concept deployments, demonstration environments or evaluation accounts.

Unless otherwise agreed in writing:

• trial Services are provided solely for evaluation purposes;
• trial environments may contain limited functionality;
• usage limits may apply;
• data retention periods may differ from production environments;
• support may be limited; and
• trial Services may be modified, suspended or terminated at any time.

At the conclusion of a trial, continued access to the Services may require execution of an Order Form or other commercial agreement.

Customers are responsible for exporting any information they wish to retain before expiration of a trial where export functionality has been made available.

34. FEES AND PAYMENT

Customers agree to pay all fees specified in the applicable Order Form.

Unless otherwise agreed in writing:

• fees are stated in the applicable currency;
• invoices are payable within the time specified on the invoice;
• applicable taxes are additional unless expressly stated otherwise;
• Customers are responsible for all applicable taxes, duties and governmental charges other than taxes based upon Answir’s net income.

Failure to pay undisputed amounts when due may result in suspension of the applicable Subscription after reasonable notice.

35. CHANGES TO PRICING

Answir may revise pricing for future Subscription Terms by providing reasonable advance notice prior to renewal.

Pricing changes shall not apply retroactively to an active Subscription unless expressly agreed in writing by the Customer.

Nothing in this Section prevents the parties from negotiating revised commercial terms at renewal.

36. USAGE LIMITS

Certain Subscription plans may include limits relating to:

• numbers of Authorized Users;
• AI interactions;
• storage;
• Knowledge Base size;
• APIs;
• integrations;
• administrator accounts;
• reporting functionality;
• event participation;
• or other platform resources.

Where practical, Answir will provide notice before enforcing usage limits or incurring additional charges resulting from Customer usage.

Customers may upgrade their Subscription at any time, subject to Answir’s then-current commercial terms.

37. CUSTOMER SUPPORT

Answir will provide support services consistent with the applicable Subscription plan or any separately agreed support arrangement.

Support may include:

• technical assistance;
• implementation guidance;
• platform troubleshooting;
• bug reporting;
• product documentation;
• onboarding assistance;
• knowledge base support; and
• other services described in the applicable Order Form.

Customers agree to cooperate reasonably with Answir in diagnosing and resolving reported issues.

38. UPDATES AND ENHANCEMENTS

Answir continually develops and improves the Services.

Accordingly, Answir may from time to time:

• introduce new features;
• improve existing functionality;
• modify user interfaces;
• enhance accessibility;
• improve reporting;
• enhance analytics;
• update AI models;
• improve security;
• improve integrations;
• improve performance; or
• otherwise enhance the Services.

Unless expressly agreed otherwise, such improvements form part of the Services without requiring amendment to these Terms.

39. BETA FEATURES

Answir may make certain features available on a preview, beta, pilot, early access or similar basis.

Beta Features are intended to allow Customers to evaluate new functionality before general availability.

Accordingly:

• Beta Features may be incomplete;
• functionality may change;
• performance may differ from production features;
• documentation may be limited;
• Beta Features may be withdrawn without notice; and
• Beta Features may not become generally available.

Customers use Beta Features at their own discretion.

Unless expressly agreed otherwise in writing, Beta Features are provided “as is” without additional warranties.

40. AVAILABILITY OF THE SERVICES

Answir will use commercially reasonable efforts to make the Services available on an ongoing basis.

However, Customers acknowledge that temporary interruptions may occur as a result of:

• scheduled maintenance;
• emergency maintenance;
• software updates;
• infrastructure failures;
• telecommunications disruptions;
• internet outages;
• security incidents;
• third-party service interruptions;
• force majeure events; or
• other circumstances beyond Answir’s reasonable control.

Answir will use commercially reasonable efforts to minimize planned disruptions and provide advance notice of scheduled maintenance where practical.

41. THIRD-PARTY SERVICES AND INTEGRATIONS

The Services may integrate with or rely upon third-party products, services or information sources.

Examples may include:

• authentication providers;
• payment processors;
• cloud hosting services;
• artificial intelligence providers;
• document repositories;
• market data providers;
• regulatory databases;
• communication platforms; and
• other third-party technologies.

Answir is not responsible for the availability, functionality or performance of third-party services outside Answir’s reasonable control.

The use of third-party services may also be subject to the applicable third party’s terms and privacy policies.

42. SERVICE MODIFICATIONS

Answir reserves the right to modify the Services where reasonably necessary to:

• improve functionality;
• enhance security;
• maintain compatibility;
• comply with applicable law;
• respond to technological developments;
• improve reliability;
• address operational requirements; or
• improve user experience.

Answir will use commercially reasonable efforts to avoid modifications that materially reduce the core functionality of an active Subscription during its current Subscription Term.

43. CUSTOMER COOPERATION

Customers acknowledge that successful implementation and operation of the Services requires reasonable cooperation between the parties.

Customers agree to:

• provide reasonably requested implementation information;
• designate appropriate project contacts;
• cooperate during onboarding;
• maintain appropriate internal governance;
• provide timely feedback where requested;
• notify Answir of material issues affecting implementation; and
• use commercially reasonable efforts to support successful deployment within their organization.

44. PRIVACY

Answir is committed to protecting the privacy of Customers and Users.

The collection, use, disclosure and protection of personal information is governed by Answir’s Privacy Policy, which is incorporated into these Terms by reference.

Customers acknowledge that, depending upon the nature of the Services provided, Answir may process information on behalf of Customers as a service provider, processor or equivalent role under applicable privacy legislation.

Customers remain responsible for determining the purposes for which Customer Content is collected and made available through their deployment of the Services.

45. CONFIDENTIAL INFORMATION

Each party may receive confidential or proprietary information from the other party during the course of the relationship.

For purposes of these Terms, Confidential Information includes information that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Confidential Information may include:

• business plans;
• financial information;
• software;
• source code;
• product roadmaps;
• technical documentation;
• pricing;
• customer lists;
• security information;
• Customer Content;
• Knowledge Bases;
• non-public regulatory information;
• implementation materials; and
• other proprietary information.

Each party agrees to:

• protect Confidential Information using at least reasonable care;
• use Confidential Information only for purposes related to these Terms;
• restrict disclosure to personnel and advisors with a legitimate need to know; and
• promptly notify the other party upon becoming aware of any unauthorized disclosure.

These obligations do not apply to information that:

• becomes publicly available without breach of these Terms;
• was lawfully known before disclosure;
• is independently developed without reference to the Confidential Information; or
• is lawfully obtained from another source without confidentiality obligations.

Where disclosure is required by law, court order or regulatory authority, the receiving party shall, where legally permitted, provide reasonable notice to the disclosing party prior to disclosure.

46. SECURITY RESPONSIBILITIES

Answir is responsible for maintaining reasonable administrative, technical and organizational safeguards designed to protect the Services.

Customers are responsible for:

• maintaining appropriate internal security controls;
• safeguarding account credentials;
• managing Administrator access;
• implementing appropriate authentication practices;
• securing Customer devices and networks;
• determining appropriate retention settings;
• maintaining the accuracy of Customer Content; and
• establishing internal governance regarding AI usage.

Security is a shared responsibility between Answir and its Customers.

47. DISCLAIMERS

Except as expressly provided in these Terms or an applicable Order Form, the Services are provided on an “as is” and “as available” basis.

To the fullest extent permitted by applicable law, Answir disclaims all implied warranties, conditions and representations, including any implied warranties of:

• merchantability;
• fitness for a particular purpose;
• non-infringement;
• uninterrupted availability; and
• error-free operation.

Without limiting the foregoing, Answir does not warrant that:

• every AI-generated response will be accurate;
• every response will be complete;
• every response will be suitable for every purpose;
• the Services will operate without interruption;
• every feature will remain available indefinitely; or
• the Services will satisfy every Customer requirement.

Nothing in this Section excludes warranties that cannot legally be excluded under applicable law.

48. ARTIFICIAL INTELLIGENCE DISCLAIMER

Customers acknowledge that artificial intelligence technologies generate responses probabilistically rather than deterministically.

Accordingly:

• responses may vary;
• responses may contain inaccuracies;
• responses may reflect incomplete information available within a Customer’s Knowledge Base;
• responses may require human review; and
• responses should not be relied upon as the sole basis for significant decisions.

Customers remain responsible for determining the appropriate use of AI-generated information within their organizations.

Nothing in the Services constitutes legal advice, investment advice, accounting advice, engineering advice, tax advice, medical advice or any other regulated professional advice.

49. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, Answir’s aggregate liability arising out of or relating to these Terms or the Services shall not exceed the total fees paid by the Customer to Answir under the applicable Subscription during the twelve (12) months immediately preceding the event giving rise to the claim.

To the fullest extent permitted by applicable law, neither party shall be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, including damages relating to:

• lost profits;
• lost revenue;
• loss of goodwill;
• business interruption;
• loss of anticipated savings;
• loss of opportunity;
• loss of reputation;
• loss of data; or
• procurement of substitute services,

even if advised of the possibility of such damages.

The foregoing limitations shall not apply to liability that cannot legally be limited under applicable law.

50. INDEMNIFICATION

The Customer agrees to defend, indemnify and hold harmless Answir and its directors, officers, employees and affiliates from claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising from:

• Customer Content;
• the Customer’s use of the Services in violation of these Terms;
• infringement of third-party rights by Customer Content;
• the Customer’s violation of applicable law; or
• negligent or wrongful acts or omissions of the Customer or its Authorized Users.

Answir agrees to defend and indemnify the Customer against third-party claims alleging that the Services, when used in accordance with these Terms, directly infringe a third party’s copyright, patent or trademark, provided that the Customer:

• promptly notifies Answir of the claim;
• allows Answir sole control of the defence and settlement; and
• reasonably cooperates with Answir.

If such a claim arises, Answir may, at its option:

• modify the Services;
• obtain the necessary rights;
• replace the affected functionality with substantially equivalent functionality; or
• terminate the affected Services and refund any prepaid fees attributable to the unused portion of the affected Subscription.

51. FORCE MAJEURE

Neither party shall be liable for delays or failures to perform obligations under these Terms caused by events beyond its reasonable control, including:

• natural disasters;
• fires;
• floods;
• pandemics;
• labour disputes;
• war;
• terrorism;
• civil unrest;
• governmental actions;
• widespread internet failures;
• power outages;
• failures of telecommunications providers;
• failures of cloud infrastructure providers; or
• other events beyond the reasonable control of the affected party.

The affected party shall use commercially reasonable efforts to resume performance as soon as reasonably practicable.

52. INSURANCE

Answir may maintain commercially reasonable insurance coverage appropriate to the nature of its business, including coverage that it reasonably determines to be appropriate for its operations.

Upon reasonable written request from an enterprise Customer and subject to confidentiality obligations, Answir may provide evidence of applicable insurance coverage.

53. TERM AND TERMINATION

These Terms remain in effect for as long as you access or use the Services or, where applicable, for the duration of the Customer’s Subscription.

Either party may terminate a Subscription in accordance with the applicable Order Form.

Either party may terminate these Terms immediately upon written notice if the other party:

• materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice;
• becomes insolvent or enters bankruptcy, receivership or similar proceedings;
• ceases carrying on business in the ordinary course; or
• is otherwise entitled to terminate under applicable law or the applicable Order Form.

Answir may suspend or terminate access to the Services immediately where reasonably necessary to:

• protect the security or integrity of the Services;
• comply with applicable law;
• prevent fraud or unlawful activity;
• respond to a security incident;
• protect other customers or users; or
• enforce these Terms.

Termination shall not affect any rights or obligations that accrued prior to the effective date of termination.

54. EFFECT OF TERMINATION

Upon expiration or termination of a Subscription:

• the Customer’s right to access the Services shall cease;
• Customer access credentials may be disabled;
• Customer Content shall be retained or deleted in accordance with the applicable Order Form, Privacy Policy and Answir’s data retention practices;
• each party shall remain responsible for obligations that survive termination.

Upon request and subject to the applicable Subscription and technical capabilities, Answir will use commercially reasonable efforts to assist Customers in exporting Customer Content prior to deletion.

55. SURVIVAL

The following provisions shall survive termination or expiration of these Terms to the extent necessary to give them effect:

• Intellectual Property;
• Customer Content;
• Confidentiality;
• Privacy;
• Payment obligations;
• Disclaimers;
• Limitation of Liability;
• Indemnification;
• Governing Law;
• Dispute Resolution; and
• any other provision that by its nature is intended to survive termination.

56. SECURITIES LAW AND REGULATORY COMPLIANCE

Answir is designed to assist organizations in making authorized information more accessible through artificial intelligence.

The Services are not intended to replace an organization’s disclosure controls and procedures, legal review processes, regulatory compliance programs or governance responsibilities.

Each Customer remains solely responsible for:

• complying with applicable securities laws;
• complying with stock exchange requirements;
• ensuring the accuracy of public disclosures;
• determining what information is appropriate for publication;
• maintaining appropriate disclosure controls and procedures;
• obtaining required approvals prior to public disclosure where applicable; and
• complying with all applicable legal, regulatory and contractual obligations.

Nothing in the Services should be interpreted as satisfying any statutory, regulatory or fiduciary obligation imposed upon a Customer.

57. EXPORT CONTROL AND SANCTIONS

Customers and Users agree to comply with all applicable export control, trade sanctions and import laws relating to their use of the Services.

The Services may not be used in violation of applicable Canadian, United States or other applicable export control or economic sanctions laws.

Customers represent that neither they nor their Authorized Users are prohibited from receiving the Services under applicable law.

58. ASSIGNMENT

Neither party may assign these Terms without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

Notwithstanding the foregoing, either party may assign these Terms without consent in connection with:

• a merger;
• acquisition;
• corporate reorganization;
• sale of substantially all of its assets; or
• similar corporate transaction,

provided the assignee agrees to be bound by these Terms.

Any assignment in violation of this Section shall be void.

59. INDEPENDENT CONTRACTORS

The relationship between Answir and each Customer is that of independent contracting parties.

Nothing in these Terms creates or shall be interpreted as creating:

• a partnership;
• joint venture;
• agency relationship;
• fiduciary relationship;
• franchise; or
• employment relationship.

Neither party has authority to bind the other except as expressly agreed in writing.

60. NOTICES

Any notices required under these Terms shall be provided in writing.

Notices may be delivered by:

• email;
• courier;
• registered mail;
• recognized commercial delivery service; or
• other agreed electronic means.

Legal notices to Answir shall be sent to the contact information identified at the end of these Terms or to any updated contact information published by Answir.

61. ENTIRE AGREEMENT

These Terms, together with:

• the applicable Order Form;
• any executed Subscription Agreement;
• any applicable Service Level Agreement;
• Answir’s Privacy Policy;
• any Data Processing Agreement, where applicable; and
• any documents expressly incorporated by reference,

constitute the entire agreement between the parties relating to the Services and supersede all prior discussions, proposals, representations and agreements relating to the same subject matter.

In the event of a conflict, the order of precedence shall be:

1. Executed Order Form or Master Subscription Agreement;
2. Data Processing Agreement (where applicable);
3. Service Level Agreement (where applicable);
4. These Terms of Service;
5. Privacy Policy.

62. SEVERABILITY

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

The invalid provision shall be interpreted, modified or replaced to the minimum extent necessary to make it enforceable while preserving the parties’ original intent as closely as possible.

63. WAIVER

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Any waiver must be in writing and signed by the party granting the waiver.

64. GOVERNING LAW

These Terms shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Subject to the dispute resolution provisions of any applicable Order Form, the parties irrevocably submit to the exclusive jurisdiction of the courts located in Calgary, Alberta, Canada.

65. CONTACT INFORMATION

Questions regarding these Terms may be directed to:

Answir Inc.

Tel: 1-844-ANSWIR-1

Email: [email protected]

Website: https://www.answir.ai