Terms of Use

These Terms of Use (“Terms”) govern your access to and use of our websites, the Strat2gyAI platform, applications, services, integrations and related documentation (collectively, the “Services”).

The Services are operated by Strat2gy Inc., trading as Strat2gyAI (“Strat2gy”, “Strat2gyAI”, “we”, “us” or “our”).

By accessing or using our websites or Services, you acknowledge that you have read and agree to these Terms. If you do not agree to these Terms, you must not access or use the Services.

1. Scope of These Terms

These Terms apply differently depending on how you interact with Strat2gyAI.

Website use

Certain provisions apply when you browse or use our public websites, access publicly available content, contact us, or use other website functionality.

Platform use

Additional provisions apply when you sign in to or use the Strat2gyAI Platform through an organization that has authorized your access.

Where you use the Platform on behalf of an organization, the provisions concerning the Customer, Customer Agreement, Customer Data, authorized users and Platform access apply in addition to the general provisions of these Terms.

2. Your Organization and the Customer Agreement

Your access to the Platform is provided through the company or other organization that has authorized your use of the Platform (the “Customer”).

The Customer’s subscription to and use of the Platform is governed by a separate agreement between Strat2gy and the Customer, which may include a Master Services Agreement, subscription agreement, order form, data processing agreement or other contractual terms (collectively, the “Customer Agreement”).

These Terms govern your individual use of the Platform and supplement the Customer Agreement. They do not replace or modify the Customer Agreement.

If these Terms conflict with the Customer Agreement, the Customer Agreement will govern the relationship between Strat2gy and the Customer. Nothing in these Terms gives you rights beyond those granted to the Customer under the Customer Agreement.

3. Authorized Platform Users

The Platform is a business platform available only to individuals authorized by a Customer.

You may access and use the Platform only if:

• the Customer has authorized you to use the Platform;
• you are accessing the Platform on behalf of that Customer;
• you have authority to access the particular workspaces, information and functionality made available to you;
• your authorization remains current; and
• you use the Platform only for purposes permitted by the Customer and the Customer Agreement.

Your right to access the Platform exists solely because the Customer has authorized your access.

The Customer controls which individuals may use the Platform on its behalf and may grant, modify, restrict, suspend or withdraw your access at any time.

You must immediately stop accessing the Platform if your authorization ends, including if:

• your employment or engagement with the Customer ends;
• your role changes and you are no longer authorized to access the Platform;
• the Customer withdraws or restricts your authorization; or
• the Customer Agreement expires or terminates.

You must not attempt to retain or regain access after your authorization has ended.

We may verify your authorization with the Customer and may suspend your access while that authorization is being confirmed.

4. Your Account

Your account is personal to you and may not be shared or transferred.

You must:

• keep your password and authentication credentials confidential;
• comply with any multi-factor authentication or security requirements imposed by us or the Customer;
• not permit another person to use your account;
• not use another person’s account; and
• promptly report suspected unauthorized access, compromised credentials or other security incidents to the Customer and to us at support@strat2gy.com.

You are responsible for activity conducted using your account to the extent permitted by applicable law.

Where you access the Platform through a Customer-controlled identity provider or single sign-on service, the Customer may control or terminate that authentication independently of Strat2gy.

5. Website Content and License

Unless otherwise stated, Strat2gy and its licensors own all rights, title and interest in and to our websites and the content made available through them, including text, graphics, logos, designs, software, documentation and other materials.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable and revocable right to access and use our public website content for your own lawful personal or internal business purposes.

You may view, download for temporary caching purposes, and print pages from our websites for your own lawful use.

Unless expressly permitted by us, you must not:

• republish website material, including on another website;
• sell, rent or sublicense website material;
• reproduce, duplicate, copy or exploit website material for commercial purposes;
• modify website material;
• redistribute website material except where we expressly make it available for redistribution; or
• remove or alter copyright, trademark or other proprietary notices.

Where content is expressly made available for redistribution, you may use it only within the scope stated by Strat2gy.

6. Acceptable Use

You must use our websites and Platform lawfully, responsibly and in accordance with these Terms.

You must not use, or attempt to use, the Services to:

• access information, functionality, systems or accounts you are not authorized to access;
• circumvent security, authentication, access controls or usage restrictions;
• probe, scan or test vulnerabilities without our written authorization;
• introduce malware, spyware, viruses, worms, Trojan horses, logic bombs or other harmful code;
• interfere with the operation, security, availability or performance of the Services;
• scrape, data mine, harvest or systematically collect data using automated means except through interfaces expressly provided by us;
• reverse engineer, decompile or attempt to derive source code, models, architecture, prompts, algorithms or underlying technology except where applicable law expressly permits this;
• copy, reproduce, modify, distribute, sublicense, sell or otherwise make the Platform available to another person;
• use the Platform or its outputs to build, train or improve a competing product, service or artificial intelligence model;
• upload or transmit information you do not have the right to provide;
• impersonate another person or misrepresent your identity, role or authority;
• transmit unsolicited commercial communications through the Services;
• use the Services for unlawful, fraudulent, harmful or abusive purposes; or
• otherwise use the Services outside the scope of your authorization.
  

7. Customer Data

Information, documents, strategic plans, financial information, organizational information and other content submitted to the Platform by you or other users on behalf of the Customer are referred to as “Customer Data”.

As between you and Strat2gy, Customer Data is controlled by the Customer and not by you personally, except where applicable law provides otherwise.

You acknowledge that:

• the Customer determines who may access Customer Data;
• Customer administrators may access, manage, export, restrict or delete Customer Data;
• the Customer may change your permissions or remove your access;
• Strat2gy processes Customer Data in accordance with the Customer Agreement and applicable data processing terms; and
• termination of your access does not give you an independent right to obtain or retain Customer Data.

You must only submit information that you are authorized to provide to the Platform.

8. Confidential Information

The Platform may provide you with access to confidential or commercially sensitive information belonging to the Customer, Strat2gy or third parties.

This may include strategic plans, financial information, business performance, forecasts, organizational information, product roadmaps and other non-public information.

You must:

• use confidential information only for authorized business purposes;
• protect it from unauthorized access or disclosure; and
• not disclose it to anyone who is not authorized to receive it.

These obligations continue after your access to the Platform ends and are in addition to any confidentiality obligations you owe to the Customer.

9. Artificial Intelligence and Platform Outputs

The Platform uses artificial intelligence and other analytical technologies to produce summaries, analyses, recommendations, forecasts, comparisons and other information (“Output”).

AI-generated Output should be treated as a decision-support tool, not as an independent decision-maker.

You acknowledge that:

Output may contain errors. Artificial intelligence can generate inaccurate, incomplete, outdated or misleading information.

Human judgment is required. You are responsible for reviewing and evaluating Output before relying upon it or using it to make decisions.

Output is not professional advice. Unless expressly agreed otherwise in the Customer Agreement, Output does not constitute legal, investment, financial, accounting, tax, medical or other regulated professional advice.

Material decisions should not be automated solely from Output. You should not use Output as the sole basis for decisions having significant legal, financial, employment, safety or similar consequences without appropriate human review.

Output may not be unique. Similar inputs may produce similar outputs for different users.

Rights relating to Customer Data, Output and the use of data in connection with artificial intelligence systems are governed by the Customer Agreement and applicable data processing terms.

10. Intellectual Property

Strat2gy and its licensors retain all rights, title and interest in and to the Services, including the websites, Platform, software, interfaces, designs, workflows, artificial intelligence systems, models, documentation, content, trademarks and associated intellectual property.

Subject to these Terms and, where applicable, the Customer Agreement, you receive a limited, non-exclusive, non-transferable and revocable right to access and use the Services for their intended purposes.

No ownership rights in the Services are transferred to you.

Strat2gy, Strat2gyAI, our logos and related marks are trademarks or other protected brand assets of Strat2gy Inc. You may not use them except as expressly permitted by us.

If you provide suggestions, comments or feedback concerning the Services, Strat2gy may use that feedback to develop and improve its products and services without obligation or compensation to you.

11. Privacy, Security and Activity Records

Our handling of personal information is described in our Privacy Policy.

If you use the Platform through an organization, your activity within the Platform may be visible to or accessible by the Customer.

We may record information concerning access to and use of the Services, including:

• sign-in and authentication events;
• IP address, browser and device information;
• changes made within the Platform;
• administrative actions;
• security events; and
• other activity reasonably required to operate, secure and audit the Services.

We may use these records for security, administration, support, legal compliance and audit purposes and may provide relevant records to the Customer where appropriate under the Customer Agreement.

12. Third-Party Services and Links

The Services may interact with, integrate with or link to third-party products, services or websites, including identity providers, data providers, cloud infrastructure providers, artificial intelligence services and other external resources.

Third-party services and websites may be subject to their own terms and privacy policies.

We do not control third-party websites or services and are not responsible for their content, availability, security or privacy practices.

Where the Customer enables or authorizes a third-party integration, the Customer is responsible for determining whether that integration is appropriate for its use.

13. Availability and Changes to the Services

The Services may change over time as functionality, content and features are added, modified or removed.

We do not guarantee that our public websites or every feature of the Platform will always be available, uninterrupted or error-free.

Any service availability commitments, support obligations or contractual warranties provided by Strat2gy are governed by the Customer Agreement and are provided to the Customer rather than to individual users.

We may suspend or restrict access where reasonably necessary for maintenance, security, legal compliance or protection of the Services and their users.

14. Suspension and Termination

We may restrict, suspend or terminate access to the Services if:

• you breach these Terms;
• we reasonably believe your use poses a security, legal or operational risk;
• you engage in unlawful or harmful conduct;
• the Customer instructs us to suspend or terminate your Platform access;
• you cease to be an authorized Platform user;
• the Customer Agreement expires or terminates; or
• suspension or termination is required by applicable law.

We may also take reasonable technical steps to prevent continued unauthorized or abusive access.

Termination of access does not affect obligations concerning confidentiality, intellectual property, Customer Data or other provisions that by their nature should continue after termination.

15. Disclaimers

Except for obligations expressly provided to a Customer under a Customer Agreement and to the maximum extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis.

We do not warrant that:

• the websites or Platform will always be available, uninterrupted or error-free;
• every feature or item of content will remain available;
• information provided through our websites will always be complete, accurate or current;
• Platform Output will always be accurate, complete or current; or
• the Services or Output will be suitable for any particular decision or purpose.

Nothing on our public websites constitutes legal, investment, financial, accounting, tax, medical or other professional advice unless expressly stated otherwise.

Nothing in these Terms excludes or limits rights or warranties that cannot lawfully be excluded.

16. Limitation of Liability

The commercial allocation of risk between Strat2gy and a Customer, including warranties, indemnities and limitations of liability, is governed by the Customer Agreement.

To the maximum extent permitted by applicable law, Strat2gy will not be liable to you individually for indirect, incidental, special, exemplary, punitive or consequential losses, or for loss of profits, revenue, opportunity, goodwill, anticipated savings, business relationships or data arising from your use of the Services.

To the maximum extent permitted by applicable law, our aggregate liability to you personally arising from these Terms or your use of the Services will not exceed CAD $100.

Nothing in these Terms excludes liability that cannot legally be excluded.

17. Changes to These Terms

We may update these Terms from time to time to reflect changes to:

• our websites or Platform;
• our business practices;
• security requirements;
• applicable law; or
• the Services we provide.

The current version will be published on our website and may also be made available through the Platform.

If we make material changes affecting Platform users, we may provide notice through the Platform, by email or through the relevant Customer.

Where required, we may ask you to accept updated Terms before continuing to use the Platform.

18. Governing Law and Jurisdiction

These Terms are governed by the laws of Ontario, Canada, without regard to conflict-of-law principles.

Any dispute relating to these Terms or your use of the Services will be subject to the courts of Toronto, Ontario, except where applicable law requires otherwise.

Disputes concerning a Customer Agreement remain governed by the dispute provisions of that Customer Agreement.

19. General

Severability. If any provision of these Terms is held unlawful or unenforceable, it will be modified or severed to the minimum extent necessary, and the remaining provisions will continue in effect.

No waiver. Our failure to enforce a provision does not waive our right to enforce it later.

Assignment. You may not assign or transfer your rights under these Terms without our written consent. We may assign or transfer our rights and obligations in connection with a merger, acquisition, reorganization or sale of assets.

No authority. These Terms do not authorize you to act for or bind Strat2gy.

Entire agreement. These Terms, together with our Privacy Policy and, where applicable, the Customer Agreement, govern your use of the Services. For Platform users, the Customer Agreement remains controlling as described in Section 2.

20. Contact

Questions concerning these Terms or the Services may be sent to:

Strat2gy Inc.
First Canadian Place
Suite 5600
100 King Street West
Toronto, Ontario M5X 1C9
Canada

support@strat2gy.com

Privacy enquiries: privacy@strat2gy.com

Questions concerning your authorization, access permissions or your organization’s use of Strat2gyAI should normally be directed to your organization’s Strat2gyAI administrator.