1. Agreement and Scope
1.1 These Terms of Service (the "Terms") govern access to and use of the NORTIQ GTM OS platform, applications, websites, and related services (the "Services") provided by NORTIQ Ai Corp. ("NORTIQ", "we", "us"), with its principal place of business at 2336 Awenda Drive, Oakville, ON L6H 7J7, Canada.
1.2 By executing an order, statement of work, or online checkout that references these Terms (each, an "Order"), or by using the Services, the customer identified in the Order ("Customer") agrees to these Terms. If you accept on behalf of an organization, you represent you have authority to bind that organization. The Services are for business use only and not for consumer or household use.
1.3 Order of precedence. The Order prevails over these Terms to the extent of direct conflict. Section 7 (Data Processing and Security) prevails over any conflicting privacy/data terms in other documents between the parties.
1.4 Privacy Policy. The NORTIQ Privacy Policy [www.nortiq.ai/privacy] is incorporated by reference. If there is any conflict between the Privacy Policy and Section 7 of these Terms, Section 7 controls.
2. Accounts, Access, and Third-Party Services
2.1 Accounts. Customer is responsible for its users' accounts, configurations, permissions, and activity, and for maintaining the confidentiality of credentials.
2.2 Third-party services. Customer may enable integrations with third-party platforms ("Connected Applications"). NORTIQ does not control and is not responsible for Connected Applications. Customer's use of Connected Applications is governed by those third parties' terms.
2.3 Service changes. NORTIQ may update, modify, or discontinue features; material adverse changes will be communicated via the admin console or email.
3. Services, AI Features, and Outputs
3.1 Outputs. The Services may use automated systems, including AI models, to generate outputs, recommendations, or insights ("Outputs"). Outputs are probabilistic and may be inaccurate or incomplete. Customer must independently verify critical results. Outputs are not legal, employment, financial, medical, or other professional advice.
3.2 Evaluation features. Any evaluation, beta, preview, labs, or free-tier features ("Evaluation Services") are provided as is, may be modified or withdrawn at any time, and are excluded from any uptime or support commitments.
4. Fees, Taxes, and Renewal
4.1 Fees and payment. Fees are set out in the Order and are non-cancelable and non-refundable except as expressly stated. Invoices are due net 30 days. Late amounts may accrue 1.5% monthly interest (or the maximum permitted by law).
4.2 Taxes. Fees exclude taxes. Customer is responsible for all applicable taxes and withholdings (other than taxes on NORTIQ's net income).
4.3 Renewal and price changes. Subscriptions renew as specified in the Order. Price changes may apply upon renewal with prior notice.
5. Customer Content and License
5.1 Customer Content. "Customer Content" means data, text, audio, video, prompts, documents, configurations, and other material input to or generated for Customer by the Services (including recordings and transcripts where enabled).
5.2 License to NORTIQ. Customer grants NORTIQ a non-exclusive, worldwide license to host, process, transmit, and display Customer Content solely to provide, secure, and support the Services, to prevent fraud/abuse, and to comply with law.
5.3 Ownership. Except as stated in Section 7, NORTIQ acquires no ownership rights in Customer Content. Customer is responsible for having all rights and lawful bases required for its use with the Services.
6. Acceptable Use and Customer Responsibilities
6.1 Intended use; human oversight. The Services assist with sales enablement and coaching. Customer must ensure human review of all Outputs and must not use Outputs as the sole basis for decisions that produce legal or similarly significant effects on individuals (including hiring, firing, discipline, promotion, or compensation).
6.2 Prohibited uses. Customer and its users shall not: (a) violate law or third-party rights; (b) upload special-category or sensitive data (including payment card, health, biometric, or children's data) unless expressly permitted in an Order; (c) submit illegal, defamatory, discriminatory, harassing, or deceptive content; (d) attempt to bypass rate limits or security controls; (e) reverse-engineer or attempt to extract models, weights, or datasets; (f) benchmark or publish performance tests without NORTIQ's prior written consent; (g) use the Services to create a substantially similar service or to compete with NORTIQ; (h) deploy the Services for unlawful surveillance or solely automated decisions without required human review and notices; or (i) interfere with others' use of the Services.
6.3 Recording and transcription; consent; retention default. If Customer enables recording, transcription, or analysis of communications, Customer is solely responsible for obtaining all required notices and consents (including all-party consent where applicable), configuring features to comply with law, disabling recording for non-consenting participants, and setting retention appropriate to its obligations. Unless Customer configures otherwise, the default retention period for recordings and transcripts is thirty (30) days.
6.4 Credentials and configurations. Customer is responsible for secure administration of accounts, single sign-on, multi-factor authentication, and role-based access controls, and for promptly notifying NORTIQ of suspected unauthorized use.
6.5 Suspension. NORTIQ may suspend or restrict access if the Services are used in violation of this Section or in a way that creates legal, security, or privacy risk. Access will be restored when the issue is remedied.
7. Data Processing and Security (Controller/Processor Terms)
7.1 Roles. For personal information provided by or on behalf of Customer, Customer is the "controller"/"business" and NORTIQ is the "processor"/"service provider." NORTIQ processes Customer Personal Data only on Customer's documented instructions as set out in these Terms and the Order.
7.2 Purpose limitation; service-provider status. NORTIQ processes Customer Personal Data solely to provide, secure, and support the Services; to prevent fraud/abuse; and to comply with law. NORTIQ will not sell or share Customer Personal Data for cross-context behavioral advertising and will not use Customer Personal Data for advertising or to train public or shared AI models.
7.3 No training on Customer Content by default. NORTIQ does not use Customer Content to train foundation models made available to other customers without Customer's express written agreement. NORTIQ may use aggregated or de-identified data to improve safety, security, and performance.
7.4 Subprocessors; provider-friendly notice method; objections. Customer authorizes NORTIQ to engage subprocessors reasonably necessary to provide the Services. NORTIQ remains responsible for subprocessors and imposes written data-protection obligations no less protective than this Section. NORTIQ maintains a public list of current subprocessors at [www.nortiq.ai/privacy]. NORTIQ may update that list from time to time; notice of a new or replacement subprocessor is deemed given when the updated list is posted. If Customer objects on reasonable data-protection grounds, Customer's sole remedy is to terminate the affected service or feature within thirty (30) days after posting; no other rights or remedies apply.
7.5 Security measures. NORTIQ will maintain administrative, technical, and organizational measures designed to protect Customer Personal Data, including encryption in transit and at rest, access controls, logging and monitoring, vulnerability management, and incident response. Upon request, NORTIQ will provide current SOC 2 Type II and/or ISO 27001 evidence or summaries under NDA.
7.6 Security incidents (risk-reduced). NORTIQ will notify Customer without undue delay after confirming a Security Incident affecting Customer Personal Data in NORTIQ's possession or control. NORTIQ will provide information reasonably available to assist Customer in meeting applicable notification duties, but Customer is responsible for any regulator or individual notifications. Notification may be delayed if a law-enforcement authority determines notice would impede an investigation. NORTIQ will not be deemed aware of a Security Incident until confirmed by NORTIQ's security team after a good-faith investigation. Incidents originating in Customer's systems or Connected Applications do not trigger NORTIQ's notice obligations.
7.7 International transfers. Customer Personal Data may be processed in Canada, the United States, and other jurisdictions where NORTIQ or its subprocessors operate. NORTIQ will implement appropriate safeguards required by applicable law for cross-border transfers. If EU/UK Standard Contractual Clauses or other transfer tools are required, the parties will execute them and they are incorporated by reference when signed.
7.8 Data subject/consumer requests. Taking into account the nature of processing, NORTIQ will provide reasonable assistance to Customer in responding to verified data subject or consumer requests that Customer is legally obligated to address. NORTIQ will not respond directly except as required by law or instructed by Customer.
7.9 Retention and deletion (90-day default). NORTIQ retains Customer Personal Data only as long as necessary to provide the Services and comply with law. Unless Customer configures otherwise, (a) chat/prompt/output history and (b) recordings/transcripts (if enabled) are retained for thirty (90) days and then purged from active systems. Security, diagnostic, and audit logs may be retained for up to twelve (12) months. Upon termination or upon Customer's written request, NORTIQ will delete or return Customer Personal Data, subject to permitted retention in encrypted system backups that are securely deleted on a scheduled cycle.
7.10 Audits. In lieu of on-site audits, NORTIQ will provide third-party assessments, SOC/ISO evidence, security summaries, and responses to reasonable security questionnaires. Any additional audits will be limited to systems processing Customer Personal Data, subject to confidentiality, conducted on reasonable notice, and at Customer's cost.
7.11 Government requests. NORTIQ will not disclose Customer Personal Data to a government authority except where legally compelled. Where lawful, NORTIQ will notify Customer before disclosure and will limit disclosure to what the law requires.
7.12 Automated decision-making and profiling. The Services provide assistive analytics and recommendations and do not make decisions that are solely automated with legal or similarly significant effects on individuals. Customer must provide any notices and human-review safeguards required by applicable law.
7.13 Model and hosting choice. NORTIQ may select and change AI models, cloud regions, infrastructure, and subprocessors in its discretion, provided NORTIQ continues to meet the commitments in this Section. Customer has no right to require a particular provider.
8. Confidentiality
Each party will protect the other's Confidential Information using commercially reasonable safeguards and will use it only to perform under these Terms. Carve-outs apply for information that is public, received from a third party without duty, independently developed, or disclosed under legal compulsion.
9. Intellectual Property; License; Feedback
9.1 NORTIQ IP. NORTIQ and its licensors own all right, title, and interest in and to the Services, underlying models, software, and documentation.
9.2 License to Services. Subject to these Terms and the Order, NORTIQ grants Customer a non-exclusive, non-transferable, time-limited right for Customer's authorized users to access and use the Services for Customer's internal business purposes.
9.3 Feedback. Customer grants NORTIQ a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestions or feedback provided by Customer, without identifying Customer as the source.
10. Compliance; Export; Anti-Corruption; Sanctions
Customer will comply with applicable laws (including anti-bribery, export, and sanctions) and will not permit access from embargoed jurisdictions or by prohibited parties.
11. Indemnities
11.1 Customer indemnity. Customer will defend and indemnify NORTIQ and its affiliates from and against all third-party claims, damages, fines, costs, and expenses (including reasonable legal fees) arising out of: (a) Customer Content; (b) Customer's breach of Section 6 or Section 7; (c) unlawful recording or monitoring or failure to obtain legally required notices or consents; or (d) Customer's use of Outputs in violation of these Terms.
11.2 NORTIQ IP indemnity. NORTIQ will defend Customer against third-party claims alleging that Customer's authorized use of the Services (as delivered by NORTIQ) directly infringes a third party's patent, copyright, or trademark, or misappropriates a trade secret, and will pay final judgments or settlements approved by NORTIQ. If such a claim arises, NORTIQ may: (i) procure the right for Customer to continue using the Services; (ii) modify or replace the Services to be non-infringing; or (iii) terminate the affected Service and refund prepaid, unused fees. This Section does not apply to claims arising from Customer Content, combinations not supplied by NORTIQ, use contrary to documentation, or continued use after notice of alleged infringement. This Section states Customer's exclusive remedy for IP infringement.
12. Disclaimers
THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, NORTIQ DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
13. Limitations of Liability
13.1 Exclusion of certain damages. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data, even if advised of the possibility.
13.2 Aggregate cap. Each party's aggregate liability arising out of or relating to these Terms is capped at the amounts paid or payable by Customer to NORTIQ for the Services giving rise to the claim in the twelve (12) months preceding the event first giving rise to liability. The foregoing cap does not apply to Customer's payment obligations or to liability that cannot be limited by law.
13.3 Evaluation Services micro-cap. For Evaluation Services, NORTIQ's total liability is capped at USD $10,000.
13.4 Time limit. Any claim must be brought within twelve (12) months after it accrues.
14. Term, Termination, and Effects
14.1 Term. These Terms commence on the Effective Date of the first Order and continue until all subscriptions expire or are terminated.
14.2 Termination for cause. Either party may terminate an Order for material breach not cured within thirty (30) days of written notice. NORTIQ may terminate immediately for persistent or egregious violations of Section 6 or Section 7.
14.3 Effect; data return/deletion. Upon termination, Customer must stop using the Services and pay all amounts due. Upon request, NORTIQ will make available a final export of then-current Customer Content, and will delete Customer Personal Data pursuant to Section 7.9. The standard retrieval period is thirty (30) days from termination.
15. Suspension
NORTIQ may suspend access for non-payment, security threats, suspected unauthorized access, legal risk, or violation of these Terms, and will restore access when the issue is resolved.
16. Changes to Terms
NORTIQ may update these Terms from time to time. Material changes will be notified via the admin console or email and become effective on the stated effective date. Continued use after the effective date constitutes acceptance.
17. Governing Law; Venue; Injunctive Relief
These Terms are governed by the laws of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the provincial and federal courts in Toronto, Ontario. Either party may seek injunctive relief for actual or threatened misuse of its Confidential Information or intellectual property.
18. Notices
Notices must be in writing. NORTIQ will send notices to Customer's admin email or billing address on file. Customer will send notices to: legal@[your-domain] and to NORTIQ Ai Corp., 2336 Awenda Drive, Oakville, ON L6H 7J7, Canada.
19. Assignment; Subcontracting
Customer may not assign these Terms without NORTIQ's prior written consent (not to be unreasonably withheld). NORTIQ may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. NORTIQ may subcontract obligations, remaining responsible for subcontractors.
20. Force Majeure
Neither party is liable for delays or failures due to events beyond its reasonable control.
21. Entire Agreement; Severability; Waiver; Interpretation
These Terms (with the Order) are the entire agreement on the subject matter and supersede prior or contemporaneous agreements and communications. If any provision is unenforceable, it is modified to the minimum extent necessary and the remainder remains in effect. No waiver is effective unless in writing. "Including" means "including without limitation."
22. Definitions
"Connected Applications" means third-party software, platforms, or services integrated with the Services.
"Confidential Information" means non-public information disclosed by a party that is designated confidential or would reasonably be understood to be confidential.
"Customer Content" has the meaning in Section 5.1 and includes "Inputs" (prompts, instructions, files) and "Outputs" (content generated by the Services for Customer).
"Customer Personal Data" means personal information in Customer Content that NORTIQ processes on behalf of Customer.
"Evaluation Services" has the meaning in Section 3.2.
"Order" has the meaning in Section 1.2.
"Security Incident" means unauthorized access to Customer Personal Data in NORTIQ's possession or control that results in loss, disclosure, or alteration.