ThemisIQ is offered solely to businesses and organizations acting in a commercial or professional capacity. By purchasing, you represent and warrant that you are entering into this agreement for purposes related to your trade, business, or profession, and not as a consumer. Consumer rights applicable to consumer transactions may not apply to purchases made for business purposes. You further represent that you have authority to enter into this Agreement on behalf of the organization you represent.
Each module purchase grants a non-exclusive, non-transferable 12-month license to access the applicable module and generate unlimited reports during the subscription term. Access is enabled only after payment has been received in full. Bundles grant the same rights for all included modules.
Fees are the annual list prices in effect at the time of purchase. Payment is due in advance and access begins once payment has been successfully processed. Orders up to US$10,000 may be paid by card. Orders above US$10,000 are invoiced and payable by card or wire transfer. Fees exclude applicable taxes, duties, VAT, GST, HST, or similar charges, which remain the responsibility of the customer.
The license term begins when access is first provisioned and continues for twelve (12) months. Subscriptions do not renew automatically and no recurring charges are made. ThemisIQ will send a renewal reminder 30 days before expiry. Customers may renew by placing a new order. If the subscription is not renewed, access ends upon expiration of the current term. Non-renewal does not entitle the customer to a refund of fees already paid. Future auto-renewing subscriptions may be introduced. Any such subscriptions will be implemented only in accordance with applicable law and with appropriate advance notice and cancellation mechanisms.
Customers request that access to the Service begin immediately following payment. For purposes of this Agreement, performance is deemed to begin upon first login to the platform or the generation of any report. To the extent permitted by applicable law, any statutory cancellation or withdrawal rights that may otherwise apply may cease once performance begins. See Part C (Checkout Consent).
Customers may use the Service solely for their internal business purposes. Customers may not:
Unless otherwise agreed, each license is limited to a single organization.
Customers retain ownership of all information and data they submit to the Service. ThemisIQ processes customer data in accordance with its Privacy Policy and applicable privacy laws. Customers are responsible for ensuring they have appropriate authority to provide any information uploaded to the Service.
Each party agrees to maintain the confidentiality of non-public information received from the other party and to use such information solely for purposes related to the Service. Confidential information does not include information that:
The Service, including software, methodologies, algorithms, frameworks, taxonomies, prompts, templates, workflows, documentation, trademarks, and all associated intellectual property rights, remain the exclusive property of ThemisIQ. Customers retain ownership of their underlying data and reports generated using their own information. Nothing in this Agreement transfers ownership of ThemisIQ intellectual property to the customer.
Outputs provided through the Service are intended as decision-support tools only. Reports may incorporate automated methodologies, calculations, rules-based processing, and artificial intelligence technologies. Customers remain solely responsible for reviewing, validating, approving, and determining the suitability of all outputs before using them in regulatory filings, disclosures, certifications, or business decisions.
ThemisIQ may suspend or terminate access immediately where:
Termination does not relieve customers of obligations accrued before termination.
If ThemisIQ fails to provide material access to the Service purchased by the customer, ThemisIQ's sole obligation will be to restore service or provide a pro-rata refund for the portion of the subscription that could not reasonably be delivered. Nothing in this Agreement limits any rights that cannot legally be excluded.
Except as expressly stated, the Service is provided "as is" and "as available." To the maximum extent permitted by law, ThemisIQ disclaims all implied warranties. In no event shall ThemisIQ be liable for indirect, incidental, special, consequential, punitive, or lost-profit damages. The aggregate liability of ThemisIQ shall not exceed the greater of:
Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, internet outages, cyberattacks, cloud provider failures, labor disruptions, governmental actions, or other force majeure events.
Customers represent that they are not subject to sanctions or trade restrictions and will not use the Service in violation of applicable export control laws or for unlawful purposes.
The following provisions survive termination or expiration:
This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict-of-law principles.