Acceptable Use Policy

Latest Update: 2025.01.06

This Acceptable Use Policy (the “AUP”) is between the end user of our Services (“End User,” “you,” “yours”) and La Compagnie Optionality, with a registered address at 230 Hyppolite-Denaut La Prairie (Quebec), J5R6P2, Canada (“Optionality.ai,” “us,” “ours,” “we”).

This AUP enters into force upon your acceptance, when you create your account, or otherwise, when you access the Services. It remains in full force for as long as you are using the Services. If you have any questions on the AUP, you can reach out to us by e-mail at legal@optionality.ai.

1. DEFINITIONS

• Intended Purpose: The permitted purposes for using the Services include providing business intelligence data, generating reports, and supporting activities such as financial advisory, mergers and acquisitions (M&A), investment analysis, and matchmaking with investors or potential targets. The Services may also be used for other similar legitimate business purposes aligned with these objectives.
  
  
• Inputs: Any data, information, materials, or content that is retrieved, accessed, processed, or otherwise made available to Customer through the Services. Inputs included publicly available data derive from websites, databases, or open data sources.
  
• IP: all intellectual property, including, without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulas, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trade-marks and any and all proprietary rights provided under patent law, copyright law, trade-mark law, design patents or industrial design law, semiconductor chip or mask work law, or any other statutory provision or civil or common law principle applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing.
  
  
• Outputs: Include, but are not limited to, any reports, analyses, summaries, visualizations, data insights or any other results generated by or derived from the Services, whether provided directly through the applications or by API, or otherwise. Outputs also include any derivatives, adaptations or representations of such Outputs.
  
  
• Services: means the services provided to Customer byOptionality.ai, and which Customer allows you to access through an authorized account including as applicable, access and use of the Services, along with any applications, application programming interfaces (“API”), technologies, software, technical support services, documentation, and content made available to you by Optionality.ai.
  
  
• User Content: Any data or information that is inputted by an end-user while using the Services, but excluding Inputs and Outputs. User Content can include notes, contacts, and other digital assets within the Services associated with the end user.

2. YOUR ACCOUNT

You must have an account to use the Services. You are responsible for keeping your credentials confidential, and you cannot share them with anyone. If you think that your account is compromised or if you lose your credentials, you must immediately reach out to the entity that provided you access to the Services (a “Customer”). Customers are responsible for managing your account, including, the provisioning and deletion of accounts, as well as updating the credentials if compromised.

3. PROFESSIONAL USE ONLY

The Services are intended exclusively for professional use and are not designed or authorized for personal or consumer use. By accessing or using the Services, you represent and warrant that you are acting on behalf of a business or for professional purposes, in accordance with the Intended Purpose. Use of the Services for personal, non-commercial, or consumer purposes is strictly prohibited. End users must not use the Services for:

• Personal, non-commercial purposes unrelated to legitimate business activities.
• Scraping or collecting data from non-commercial or personal websites.
• Generating profiles or reports in violation of applicable laws or third-party terms of use.
• Any unlawful, fraudulent, or unethical activities.
  
  

You cannot resell, transfer, monetize, subcontract, licence, distribute or make available the Outputs to third parties except for the Intended Purpose. Nothing in this paragraph limits your right to provide a copy of the Outputs to your clients, or to use the Services as part of professional advice, as part of, pursuant to, in relation to, or to complement your professional services with third party with whom you have a professional relation.

4. DATA PROCESSING AND ARTIFICIAL INTELLIGENCE

The Inputs and Outputs are for informational purposes only and do not constitute legal, financial or investment advice. You are responsible for making all the required verification, and for any advice or recommendations made to a third party. While artificial intelligence enhances the analysis, it is not error-free and may produce unexpected or inaccurate results. We are not responsible for any claims, damages, losses, costs or expenses (including reasonable attorneys’ fees) resulting from your use of the Inputs or Outputs.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, OPTIONALITY.AI DOES NOT GUARANTEE THE CONTENT, ACCURACY, RELIABILITY, OR LAWFULNESS OF THE INPUTS OR OUTPUTS GENERATED BY THE SERVICES. OUTPUTS ARE BASED ON PUBLICLY AVAILABLE DATA AND TRAINING DATA OVER WHICH OPTIONALITY.AI HAS NO CONTROL, AND AS SUCH, OPTIONALITY.AI MAKES NO REPRESENTATIONS REGARDING THEIR CONTENT, ACCURACY, RELIABILITY, OR LAWFULNESS. OPTIONALITY.AI IS NOT RESPONSIBLE FOR VALIDATING, VERIFYING, OR INTERPRETING THE SOURCE DATA, AI-GENERATED SUMMARIES, OR ANY OTHER INPUTS OR OUTPUTS.

CUSTOMER ACKNOWLEDGES THAT THE USE OF INPUTS AND OUTPUTS IS AT ITS SOLE RISK. OUTPUTS ARE PROVIDED SOLELY FOR INFORMATIONAL PURPOSES AND SHOULD BE INDEPENDENTLY VERIFIED. OPTIONALITY.AI AND ITS REPRESENTATIVES DISCLAIM ALL LIABILITY FOR THE ACCURACY, COMPLETENESS, LEGALITY, OR USE OF THE INPUTS OR OUTPUTS.

5. PROHIBITION ON DATA SCRAPING

You agree that you will not, and you will not permit any third party to, engage in any form of data scraping, data mining, web crawling, web harvesting, or similar activity or extract or copy data from the Services, except for the Intended Purpose. This includes, but is not limited to (a) using automated tools, scripts, or similar technologies to extract, collect or copy Inputs, or Outputs, beyond what is intended or permitted by the Services; (b) attempt to gain unauthorized access to any part of the Services, or using any part of the Services in an unauthorized manner, for the purpose of extracting data; (c) bypassing or circumventing technical restrictions, access controls, or rate limits to extract or access data and (d) storing, aggregating, or redistributing data in violation of the following restrictions.

6. PERMITTED USE

You agree that you will not, and you will not allow third party, to use the Services, including any Inputs and Outputs, for other purposes than the Intended Purpose, in accordance with the law. When using the Services, you agree to:

• Ensure that you have all right, titles and interests for lawfully collecting the Inputs from public sources.
  
  
• Comply with all applicable laws, including, those applicable to the IP of a third party, and those applicable to the processing of personal data.

7. PROHIBITED USE

You are not allowed to use the Services in any manner that:

• Will disrupt third parties’ use or enjoyment of the Services, including if this use results in automated, constant, and repeated requests for data other than as intended as part of the normal use of the Services, including abnormal usage that overloads servers or causes portions of our network to be blocked (e.g., denial-of-services and distributed-denial-of-service attacks).
  
  
• Involves modifying, decompiling, disassembling, deciphering, unencrypting, seeking or otherwise reverse engineering or attempting to reconstruct or discover any source code or ideas or algorithms of any of our Services, and their underlying technology by any means whatsoever.
  
  
• Involves scanning, probing, or performing discovery on computer devices, networks, applications and/or other related digital assets for which it does not own or is not fully authorized to perform such actions, or collecting Inputs from such assets in violation of the laws, or third parties’ terms and conditions.
  
  
• Involves penetrating our security, including, without limitation, by posting or transmitting files which can contain viruses, worms, Trojan horses or contaminating or destructive features, by circumventing security measures, by attempting to access any part of the Services without proper rights and by manipulating credentials to disguise the origin of content shared through the Services.
  
  
• Results in the creation, transmission, distribution or storage of material (including User Content) in violation of a third-party IP, or that is threatening, abusive, hateful or constitutes or encourages conduct that would be considered a fraud, a criminal offence or likely to give rise to civil liability.
  
  

8. RESTRICTIONS ON PROFILING AND DATA INPUTS

Prior for using the Services to process Inputs from a public source, the end user must ensure that it has the rights to do so, and that the monitored sources’ contents are for the Intended Purposes. The Services are not intended to process sensitive personal data, and the Inputs should be legitimate commercial information that the end user intends on aggregating for professional purposes. You agree and understand that the use of the Services for profiling individuals, or in breach of privacy laws, is strictly forbidden.

9. IP

The Services, including, as between you and us, the Inputs and Outputs, are our IP. All rights not granted are reserved. You don’t have to provide us with any feedback, improvements, or ideas regarding the Services (“Feedback”). If you decide to submit Feedback, you understand that we can commercialize them without any compensation due to you.

10. DISCLAIMERS

NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAWS, WE DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, THE DOCUMENTATION, THE INPUTS, THE OUTPUTS, THE API CALLS, OR ANY CONTENT MADE AVAILABLE TO YOU THROUGH THE SERVICES. YOU ACCESS AND USE THE SERVICES AT YOUR SOLE RISKS.

UNLESS SPECIFICALLY INDICATED OTHERWISE HEREIN, THE SERVICES ARE MADE AVAILABLE TO YOU “AS IS” AND “AS AVAILABLE.” THE CONTENT MAY NOT BE RELIABLE, TRUE, ACCURATE OR OF QUALITY. WE DON’T REPRESENT NOR WARRANT THAT THE SERVICES WILL BE FIT FOR A PARTICULAR PURPOSE. YOU AGREE THAT, EXCEPT AS REQUIRED BY APPLICABLE LAWS, WE HAVE NO LIABILITY FOR ANY LOSSES THAT YOU INCUR IN RELATION WITH YOUR USE AND ACCESS OF THE SERVICES, INCLUDING, ANY INPUTS, OR OUTPUTS.

11. LIMITATION OF LIABILITY

TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT NEITHER OPTIONALITY.AI NOR ITS REPRESENTATIVES HAVE ANY DIRECT LIABILITY TO YOU WHATSOEVER, WHETHER DIRECT, INDIRECT OR WHERE APPLICABLE, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INCIDENTAL. THIS LIMITATION OF LIABILITY APPLIES TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAWS. WE MAY BE PREVENTED FROM LIMITING OUR LIABILITY UNDER APPLICABLE LAWS, SUCH AS FOR BODILY HARM AND MORAL DAMAGES, IF SO, THIS LIMITATION WILL BE TO THE FULLEST EXTENT POSSIBLE.

12. SUSPENSION; TERMINATION

In case of a breach, or imminent breach of this AUP, we can suspend your right to access and use the Services. To the extent possible, we will provide a prior written notice, or we will otherwise collaborate with the Customer who controls your account. We can also terminate this AUP upon written notice, and terminate your right to access and use the Services, in accordance with our agreement with the Customer. You can terminate this AUP by ceasing to use the Services, and request the deletion of your account from the Customer. The provisions in this AUP which by their nature must survive the termination, including any disclaimers, will survive the termination. Except as agreed upon with a Customer, we do not have any liability to you for such suspension or termination.

13. MODIFICATIONS

We can modify this AUP from time to time. When we make an adverse or material change, we will provide you with a written notice at least 10 days prior to these changes to enter into force. If you don’t agree with the changes, you can cease to use the Services, and request the deletion of your account directly with Customer.

14. GOVERNING LAWS AND JURISDICTION

The AUP is governed by the laws in the province of Quebec and the applicable federal laws of Canada. The parties agree to submit to the exclusive jurisdiction of the courts located in the judicial district of Montréal, Canada. The United Nations Convention on the International Sale of Goods is specifically excluded from the application to the AUP.

15. GENERAL

• We can assign this AUP from time to time, including in case of a sale of all or parts of our assets, a merger and acquisition, or otherwise, a corporate restructuration. You cannot assign this AUP.
  
  
• We are not responsible for any force majeure events, including any events which are beyond the reasonable control of Optionality.ai, including, a zero-day attack, a denial-of-service attacks, or otherwise, governmental changes affecting regulations on data collection and artificial intelligence.
  
  
• As between the end user and us, this AUP does not create a partnership, joint venture, or other similar relationship between the parties. Neither patty is authorized to assume or create any obligation on behalf of the other party without prior consent.