Terms of Service

2. Definitions

For the purposes of these Terms:

• "Service" means the Konsyra platform, including all features, tools, content, and functionality we provide.
• "Report" means any Know Your Product (KYP) documentation, analysis, or summary generated through the Service.
• "User Content" means any data, information, or materials you submit to the Service, including report inputs, configurations, and customizations.
• "AI-Generated Content" means any content produced by artificial intelligence systems as part of Report generation.
• "Advisor" means a financial advisor, Approved Person, or investment professional using the Service.
• "Firm" means a dealer member, investment dealer, or advisory firm subject to securities regulation.
• "CIRO" means the Canadian Investment Regulatory Organization, or any successor regulatory body.
• "KYP" means Know Your Product obligations as established by applicable securities regulations.
• "Konsyra Property" means the Service, its design, features, functionality, underlying technology, AI models, algorithms, templates, report formats, documentation, and any modifications, improvements, or derivative works thereof.

3. Service Description

Konsyra is a software platform that uses artificial intelligence to help generate research summaries for Know Your Product (KYP) documentation covering securities including stocks, exchange-traded funds (ETFs), and mutual funds. The Service is designed to assist financial advisors in their due diligence processes.

4. Eligibility

To use the Service, you must:

• Be at least 18 years of age;
• Have the legal capacity to enter into a binding agreement;
• If using for professional purposes, be a licensed financial professional or be authorized by such a professional or Firm to use the Service on their behalf;
• Not be prohibited from using the Service under applicable laws or regulations;
• Comply with all applicable laws, regulations, and professional standards in your jurisdiction.

By using the Service, you represent and warrant that you meet all eligibility requirements. We reserve the right to refuse service, terminate accounts, or cancel orders at our discretion.

5. User Accounts

Account Creation: To access certain features of the Service, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

Account Security: You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

Single-User License: Each account is licensed for use by a single individual. You may not share your account credentials or allow others to access your account.

Enterprise Use: If you are accessing the Service on behalf of a Firm or organization, you shall ensure that all users within your organization comply with these Terms. You are liable for any breach of these Terms by any user accessing the Service through your account or enterprise license. You must promptly notify us of any actual or suspected unauthorized use of the Service.

Account Termination: We reserve the right to suspend or terminate your account at any time for violation of these Terms, suspected fraudulent activity, or for any other reason at our sole discretion, with or without notice.

6. Subscriptions and Payment

Plans: The Service offers various subscription plans (including Free and Pro tiers) with different features, report allowances, and pricing. Current plan details are available on our pricing page. We reserve the right to modify plans, features, and pricing at any time with notice to affected subscribers.

Billing: Paid subscriptions are billed in advance on a monthly basis in Canadian dollars (CAD). By subscribing, you authorize us to charge your designated payment method for recurring subscription fees.

Payment Processing: Payments are processed by Stripe, Inc. ("Stripe"), a third-party payment processor. By providing payment information, you agree to Stripe's terms of service and privacy policy.

Report Overages: Pro plan subscribers who exceed their monthly report allowance may continue generating reports at the then-current per-report rate, which will be charged to your payment method.

Taxes: All prices are exclusive of applicable taxes. You are responsible for paying any taxes associated with your use of the Service.

Failed Payments: If your payment method fails or is declined, we may suspend your access to paid features until payment is resolved. You remain responsible for all fees due during any suspension caused by payment failure. We reserve the right to charge reasonable costs of collection on overdue amounts.

7. Cancellation and Refunds

Cancellation: You may cancel your subscription at any time through your account settings or by contacting support. Cancellation takes effect at the end of your current billing period, and you will retain access to paid features until then.

No Refunds: Cancellation takes effect at the end of your current billing period. Remaining usage under the current billing cycle will not be refunded and will remain available until the end of the existing billing cycle. Subscription fees, report overage charges, completed batch processing fees, and any reports already generated are non-refundable.

8. Acceptable Use

Permitted Uses: You may use the Service to:

• Generate KYP documentation to support your due diligence processes;
• Research and analyze securities within our coverage universe;
• Export and incorporate reports into your compliance workflows after appropriate review;
• Use reports as a starting point for client communications after verification and approval.

Prohibited Uses: You may NOT:

• Use Reports as final compliance documentation without review and verification;
• Represent AI-Generated Content as your own original analysis without disclosure;
• Use the Service to generate misleading or fraudulent documentation;
• Resell, redistribute, or commercially exploit the Service or Reports without authorization;
• Attempt to reverse engineer, decompile, or extract source code from the Service;
• Use automated tools (bots, scrapers) to access the Service beyond intended functionality;
• Circumvent usage limits, security measures, or access controls;
• Transmit malware, viruses, or other harmful code;
• Violate any applicable laws, regulations, or professional standards;
• Infringe upon the intellectual property rights of others;
• Use the Service for purposes of competitive benchmarking, monitoring availability or performance, or building a competing product or service;
• Access or use the Service if you are a direct competitor of Konsyra, except with our prior written consent;
• Use any Konsyra content, Reports, templates, or output to train, fine-tune, or develop any artificial intelligence or machine learning model, algorithm, or system;
• Create derivative works, compilations, or databases from Reports or Service output for any purpose other than your own internal use.

Your Representations and Warranties: By submitting any data to the Service, you represent and warrant that:

• Any data you submit does not contain material non-public information as defined under applicable securities laws;
• You will not submit personal information of your clients or any third parties except as strictly required for report generation;
• You have obtained all necessary consents, rights, and authorizations for any data you submit to the Service;
• You will immediately notify Konsyra if any such consents are withdrawn or can no longer be relied upon.

9. AI-Generated Content Disclaimer

10. Intellectual Property

Konsyra Property: The Service, including its design, features, functionality, underlying technology, AI models, algorithms, templates, report formats, documentation, and any modifications, improvements, or derivative works thereof (collectively, "Konsyra Property"), is owned by Konsyra or its licensors and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works from Konsyra Property without our express written permission.

Your Content: You retain ownership of User Content you submit to the Service. By submitting User Content, you grant us a limited, non-exclusive license to process and store such content solely for the purpose of providing the Service to you.

Report Ownership: You own the Reports generated using your inputs, subject to these Terms. However, the underlying templates, formats, AI models, and generation methods remain Konsyra Property. Reports generated through the Service are for your internal use and may not be distributed to third parties without your independent review, verification, and approval of all content therein.

Feedback: If you provide suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use and incorporate such feedback without compensation or attribution.

Reservation of Rights: All rights not expressly granted to you under these Terms are reserved by Konsyra.

11. Data and Privacy

Your use of the Service is subject to our Privacy Policy, which describes how we collect, use, store, and protect your information. By using the Service, you consent to the data practices described in the Privacy Policy.

No Training on Your Data: We do not use your User Content or generated Reports to train our AI models. Your data is processed solely to provide the Service to you.

Data Retention: We retain Reports and account data in accordance with our Privacy Policy and to support your recordkeeping obligations. See our Privacy Policy for specific retention periods.

12. Third-Party Services

The Service integrates with and relies upon third-party services, including but not limited to cloud infrastructure providers, AI model providers, payment processors, and data sources. Your use of the Service is subject to the availability and functionality of these third-party services.

We are not responsible for the actions, content, or data processing practices of third-party services. Your use of third-party services through our platform may be subject to additional terms and conditions. See our Privacy Policy for information about our subprocessors.

13. Service Availability

We strive to provide reliable access to the Service but do not guarantee uninterrupted availability. The Service may be unavailable due to scheduled maintenance, unscheduled outages, third-party service disruptions, or circumstances beyond our control.

No SLA: Unless separately agreed in a written enterprise agreement, we do not provide service level agreements (SLAs) or uptime guarantees.

Modifications: We may modify, suspend, or discontinue the Service or any part thereof at any time, with or without notice. We will make reasonable efforts to notify you of significant changes affecting your use.

Suspension of Access: We may suspend your access to the Service, in whole or in part: (a) for scheduled or emergency maintenance; (b) if you violate any material provision of these Terms; (c) to address emergency security concerns; (d) if required by law, regulation, or governmental authority; or (e) due to a Force Majeure event. Subscription fees remain payable during any suspension arising from your actions or inactions.

14. Limitation of Liability

Some jurisdictions, including Quebec, do not allow the exclusion or limitation of certain damages or certain disclaimers. If these laws apply to you, some or all of the above limitations may not apply, and you may have additional rights.

15. Indemnification

You agree to indemnify, defend, and hold harmless Konsyra, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Service or Reports;
• Your violation of these Terms;
• Your violation of any applicable laws, regulations, or professional standards;
• Your failure to properly review, verify, or validate AI-Generated Content;
• Any regulatory action, compliance failure, or audit finding related to your use of Reports;
• Any claim by a third party (including clients, regulators, or your Firm) arising from your use of the Service;
• Your User Content or any content you distribute that was derived from the Service.

16. Disclaimer of Warranties

17. Governing Law

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

Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the courts of the Province of Ontario, and you hereby consent to the personal jurisdiction of such courts.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

18. Dispute Resolution

Informal Resolution: Before initiating any formal legal proceedings, you agree to first contact us at legal@konsyra.com to attempt to resolve any dispute informally. We will attempt to resolve the dispute through good faith negotiation within thirty (30) days.

Formal Proceedings: If informal resolution is unsuccessful, either party may pursue formal legal proceedings in accordance with the Governing Law section above.

Time Limitation: Any claim arising out of or related to these Terms must be brought within one (1) year of the event giving rise to the claim, or the claim is permanently barred.

19. Modifications to Terms

We reserve the right to modify these Terms at any time. For material changes, we will provide at least thirty (30) days' notice via email to your registered email address or through prominent notice on the Service.

Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using the Service and may cancel your subscription.

Non-material changes (such as clarifications or corrections) may be made without notice. We recommend reviewing these Terms periodically.

20. Termination

Termination by You: You may terminate your account at any time by canceling your subscription and contacting support to delete your account.

Termination by Us: We may suspend or terminate your account immediately, without notice, for: (a) violation of these Terms, (b) suspected fraudulent or illegal activity, (c) non-payment, or (d) any other reason at our sole discretion.

Effect of Termination: Upon termination: (a) your right to use the Service immediately ceases, (b) we may delete your account and associated data in accordance with our Privacy Policy. The following provisions shall survive termination or expiration of these Terms: Section 9 (AI-Generated Content Disclaimer), Section 10 (Intellectual Property), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 16 (Disclaimer of Warranties), Section 17 (Governing Law), Section 18 (Dispute Resolution), and Section 21 (General Provisions).

Data Export: You may export your Reports before termination. After termination, we are not obligated to maintain or provide access to your data, except as required by law or our data retention policies.

21. General Provisions

Entire Agreement: These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Konsyra regarding the Service and supersede all prior agreements and understandings.

Construction: The terms "include" and "including" mean "include without limitation" and "including without limitation." Section headings are for reference only and have no substantive legal effect.

Notices: Any formal notices under these Terms will be effective when delivered by email to your registered email address (for notices to you) or to support@konsyra.com (for notices to us). Notices will be deemed received on the date of confirmed delivery.

Severability: If any provision of these Terms is held to be unenforceable or invalid, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative.

Assignment: You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms freely in connection with a merger, acquisition, or sale of assets.

No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights.

Independent Contractors: Our relationship is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other.

Force Majeure: We shall not be liable for any failure to perform due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet service disruptions.

Export Compliance: You agree to comply with all applicable export and import laws and regulations. You will not access or use the Service from any jurisdiction where such access or use is prohibited by law.

English Language: The parties confirm that it is their express wish that these Terms and all related documents be drawn up in English only. Les parties confirment que c'est la volonté expresse des parties que les présentes conditions et tout document s'y rattachant soient rédigés en anglais uniquement.

22. Contact Information

For questions about these Terms of Service, please contact us at: