Deep Insight Analytics Inc., also referred to as “DIA”, “we”, “us”, or “our”, offers legal technology solutions. This document outlines the Terms of Service (“Terms”) that dictate your access and utilization of DIA’s offerings, which include our artificial intelligence capabilities (“AI Services”), websites, applications, add-ons, plugins, features, and other related services as defined in any agreed-upon order form (together referred to as the “DIA Services” or “Services”). The complete “Subscription Agreement” is comprised of these Terms, any associated pricing structures, and any order forms related to the DIA Services that are mutually agreed upon by both you, the “User”, and DIA.

 Your usage of the DIA Services, whether registered or not, signifies your agreement to abide by these Terms. If you’re entering this agreement on behalf of an organization or another legal entity, you confirm your authority to represent and bind such an entity. If you lack this authority, or if you disagree with these Terms, please refrain from accessing or using our Services.

 If you access DIA Services for the purposes of an assessment or a product trial, termed here as “Evaluation”, then this usage is governed by these Terms. Even though other clauses might suggest differently, Services accessed during an Evaluation are provided “as-is” and come with no guarantees, warranties, or conditions of any kind. Any data or content you upload during this period might be irretrievably lost once the Evaluation concludes. Should you decide to continue using the Services post-Evaluation, be aware that these Terms continue to apply.

1)     Services, Restrictions and Customer Obligations

a)      Provided you adhere to these Terms, DIA gives you and your approved users a limited, non-transferable, non-sublicensable, and revocable privilege to access and utilize the Services. This use must align with our documentation and comply with all relevant local, regional, national, and international laws and regulations, and is strictly for your internal business operations. To engage with our Service, you need to be 18 years or older. You confirm that you fulfill this age criterion and possess the capability to accept these Terms.

2)     Registration

a)      To access and use the DIA Services, you will be required to register an account with DIA by completing a registration form and designating a user ID and password. When registering an account with DIA, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the DIA Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the DIA Services (or any portion thereof).

b)     You are responsible for maintaining the confidentiality of the user ID and password and are fully responsible for all activities that occur under your account. You agree to immediately notify DIA of any unauthorized use of your account or any other breach of security. DIA cannot and will not be liable for any loss or damage arising from any unauthorized use of your account. By providing us with your email address, you agree to receive all required notices electronically, to that email address.

3)     Term and Termination

a)      Your use of our Services signifies the beginning of these Terms, which will persist until either party ends them as outlined herein. Both parties reserve the right to conclude these Terms at their discretion, at any moment, by providing written notification to the opposite party, taking into account the stipulations in Section 6(C). DIA can inform the User of termination through an email sent to the contact details given during registration. The User can notify DIA of termination by reaching out to the DIA Services support team at support@insight-analytics.ai.

b)     If in DIA’s sole judgment you fail, or if DIA suspects that you have failed, to comply with any provision of these Terms, DIA may terminate these Terms at any time without notice. For clarity, any such termination will terminate any and all of your existing Subscription Agreements. 

c)      All provisions included in Sections 3-13 (inclusive) will survive any termination of these Terms.

4)     Intellectual Property Rights

a)      User Data and Content

i)       These Terms do not bestow any implied or explicit rights to one party regarding the other’s intellectual property or content, unless directly mentioned within these Terms. Between both entities, the User retains all intellectual property rights pertaining to the User Content, as described in 4(a)(ii), whereas DIA possesses all intellectual property rights related to the Services. This encompasses software, products, support, documentation, aggregated data, statistics, and other associated materials, which also includes any alterations and derived versions of the mentioned items.

ii)      “User Content” means any and all information, content and data that a User submits to, uploads to, or uses with, the Services. DIA does not claim ownership of your User Content. You are solely responsible for your User Content. You assume all risks associated with use of your User Content. You hereby represent and warrant that your User Content does not violate any User obligations as specified in these Terms nor does your User Content violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights. We take no responsibility and assume no liability for any of your User Content.

b)      Feedback

i)       In the event User provides DIA with any suggestions, ideas, improvements or other feedback with respect to any aspect of the Services (“Feedback”), DIA shall own such Feedback without compensation to User, attribution of any kind, or any other obligation to User.

5)     Confidentiality

 Covered under separate NDA between DIA and USER.

6)     Fees

a)      Subscription Fees

i)       Parts of our Services might be offered on a subscription model that renews automatically, termed a “Subscription” for the Services, incurring recurring charges known as “Subscription Fees.” For the most recent details about our Subscription Fees, please refer to our Subscription Terms at https://www.insight-analytics.ai/terms-of-service/, which are hereby included in this agreement. At our discretion, we might either offer or withdraw any part of the Services on a subscription basis. We also reserve the right to introduce or modify Subscription Fees at our sole discretion. When these fees are introduced or modified, we will update our online Subscription Terms. Any updates to these online Subscription Terms will be effective in the Subscription Term that follows the notification of the change, as outlined in this Agreement. However, if we’ve provided a specific subscription duration and associated fees, those fees will remain valid for that specified period. Unless you decide to cancel or the subscription gets suspended, discontinued, or terminated based on these Terms, your Subscription will auto-renew for periods equivalent to the original term (each of these periods, including the initial and subsequent ones, is termed a “Subscription Term”).

b)     Payments

i)       When you purchase a Subscription to the Services, you acknowledge and agree that we and/or our third-party payment processors are authorized to charge you for:

(1)   the Subscription Fees identified in the applicable Subscription Agreement;

(2)   sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of DIA; and

(3)   any other charges you may incur in connection with your purchase and use of the Services.

ii)      You acknowledge and agree that the amount billed may vary due to promotional offers, changes in the Subscription Fees in accordance with these Terms, and/or changes in applicable taxes, and you authorize us to charge your payment method for the changed amounts.

iii)    Unless otherwise specified in a relevant Subscription Agreement, Subscription Fees are due immediately and must be paid upfront at the commencement of each Subscription Term. You commit to settling all Subscription Fees using your credit card, debit card, or other designated payment methods. It’s essential to furnish us with an up-to-date and valid method of payment. Initiating a payment signifies your consent for us to share your payment data with third parties to finalize the transaction and debit your chosen payment method. Currently, our payments are processed via Stripe, and by availing our Services, you accept Stripe’s Services Agreement, which can be viewed at https://stripe.com/us/legal. Overdue payments will incur a service charge of either 1.5% of the owed amount monthly or the highest permissible rate under the law, whichever is lower, in addition to collection costs. If your payment isn’t successfully processed within fourteen (14) days from the initiation of the transaction, we reserve the right to either cancel or suspend your Subscription and Service access at our discretion.

c)       Cancellation Procedure

i)       You may cancel your Subscription(s) at any time, however you remain liable for the Subscription Fees until the Subscription terminates at the end of the Subscription term. In order to cancel your Subscription, you must notify us at least three (3) days before the start of the next Subscription Term using the appropriate functionalities of the Services or by contacting us at support@insight-analytics.ai. You will continue to have access to the Services through the end of the Subscription Term.

d)     No Refunds

i)       SUBSCRIPTION FEES ARE NON-REFUNDABLE EXCEPT AS OTHERWISE EXPRESSLY AGREED IN WRITING. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT BE REFUNDED FOR ANY UNUSED TIME IN YOUR SUBSCRIPTION TERM OR ANY PRE-PAYMENTS MADE FOR SERVICES IN THE EVENT THAT: (I) YOU CANCEL OR TERMINATE YOUR SUBSCRIPTION OR (II) WE SUSPEND OR TERMINATE YOUR SUBSCRIPTION OR THIS AGREEMENT FOR YOUR BREACH OF THESE TERMS.

7)     Privacy and Security

a)      Privacy.

i)       User’s access to the Services is via the DIA website, which is owned and operated by DIA. As such, a User’s interaction with the Services and website, and any information that may be collected by the Services and website, is governed by the Privacy Policy which may be updated from time to time. User agrees to receive announcements from DIA regarding the operation of the Services as well as marketing and other non-critical Service-related communications from time to time.

b)     Security of User Content

i)       Without limiting the following, DIA shall maintain commercially reasonable physical, technical and administrative safeguards for protection of the security, confidentiality and integrity of User Content. User acknowledges that the structure of the systems used in connection with the Services makes it technically possible for a limited number of DIA personnel to access User Content. DIA personnel will only access User Content subject to the confidentiality restrictions in Section 5 (“Confidentiality”) hereof, and with the consent of User or to the extent reasonably required (i) to perform the Services on behalf of User; (ii) to investigate or correct a system error or otherwise improve the Services; (iii) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (iv) to comply with any applicable law, regulation, subpoena, discovery request or court order; (v) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; or (vi) to verify compliance with the provisions hereof; or (vii) to enforce/protect the rights and properties of DIA.   

ii)  Our document chat application is intended for non-confidential communication only, and users should not transmit or store any information deemed confidential through our platform. Additionally, we do not accept liability for any claims arising from the use of our service in regions with varying jurisdictional laws, as users remain solely responsible for ensuring compliance with applicable local regulations. However, we offer customized enterprise solutions tailored to meet these requirements upon request and execution of a separate Enterprise License Agreement. Users seeking such features must contact our sales team for more details and eligibility criteria.

8)     Representations & Warranties

a)      Each party represents and warrants that these Terms constitutes a valid and binding obligation and is enforceable against it in accordance with these Terms.

b)     Disclaimer

i)       EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 8, DIA DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, DIA MAKES NO WARRANTY THAT (I) THE SERVICES, INCLUDING THE DIA TECHNOLOGY, THE REPORTS, OR ANY OTHER SERVICES OR DELIVERABLES PROVIDED HEREUNDER (COLLECTIVELY, THE “MATERIALS”) WILL MEET THE REQUIREMENTS OF USER OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE OR DATA NOT PROVIDED BY DIA, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE, RELIABLE OR ERROR-FREE, OR (IV) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY DIA, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES.

ii)      THE CONTENT PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICES IS DESIGNED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED. WHILE SUCH CONTENT MAY CONCERN ISSUES RELATED TO PROFESSIONAL SERVICES, SUCH CONTENT IS NOT PROFESSIONAL SERVICES ADVICE.  YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT INCLUDED ON THIS SITE OR IN CONNECTION WITH THE SERVICES WITHOUT SEEKING THE ADVICE OF A COMPETENT PROFESSIONAL IN THE APPLICABLE SUBJECT MATTER.  WE EXPRESSLY DISCLAIM ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT OF OR IN CONNECTION WITH THE SERVICES.  DIA’S PROVISION OF THE SERVICES, THE MATERIALS MADE AVAILABLE ON THE SERVICES AND ANY INFORMATION PROVIDED BY OUR REFERENCE ATTORNEYS (AND ANY OTHER DIA REPRESENTATIVES) ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. USER ACKNOWLEDGES AND AGREES THAT THEY DO NOT, AND ARE NOT INTENDED TO, CONSTITUTE LEGAL ADVICE AND DO NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP.

c)      AI Services

i)       You and your end users are responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of AI Services. AI Services use machine learning models that generate predictions based on patterns in data. Output generated by a machine learning model is probabilistic and should be evaluated for accuracy as appropriate for your use case, including by employing human review of such output.

9)      Liability

a)      EXCEPT FOR DAMAGES ARISING FROM A PARTY’S FRAUD,WILLFUL MISCONDUCT, VIOLATION OF APPLICABLE LAW OR INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL (I) DIA BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, DATA LOSS OR USAGE, OR LOSS OF OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II)  DIA’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICES, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, EXCEED ONE HUNDRED DOLLARS ($100).

b)     To the extent any liability of a party cannot be disclaimed, excluded or limited as aforesaid under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law.

10)  Changes to Agreement

a)      DIA may amend these Terms from time to time by posting the revised terms of this Agreement on DIA’s website and/or by providing written notice of such amendment to User (which notice may be provided via email to User contact listed is the Registration Data). Any revised terms of this Agreement will take effect from the date of posting or notice to User, unless otherwise specified in such posting or notice. User should check DIA’s website frequently for any such revisions. User’s continued use of the Services shall be deemed to constitute its acceptance of any such revised terms.

11)  Inactivity or Cancellation or Termination of Subscription

a)      Upon a prolonged period of inactivity, or any cancellation or termination of User’s Subscription to the Services, DIA will have no obligation to maintain or provide access to User Content. If a User account is inactive for one hundred and twenty (120) days, DIA reserves the right to delete or destroy all copies of User Content without providing notice, unless legally prohibited. Furthermore, DIA reserves the right to delete or destroy all copies of User Content in the normal course of operation any time after the expiry of thirty (30) days after the cancellation or termination of User’s subscription to the Services. User Content cannot be recovered once they are deleted or destroyed.

12)  Third Party Websites

a)      The DIA Services may have links to third-party websites, content providers, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any of these third party websites, materials, products, or services. If you access a third-party website from DIA Services, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of those sites. You relieve DIA from any and all liability arising from your use of third-party websites, services, or content.

13)  General Provisions

a)      Relationship of the Parties

i)       The relationship of the parties under these Terms is one of independent contractors and does not create an agency, partnership, franchise, joint venture, fiduciary or employment relationship between the parties.

b)     Force Majeure

i)       Neither party shall be in default if its failure to perform or delay in performing any obligation under these Terms (other than payment obligations) is caused any condition beyond the party’s reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances.

c)      Assignment

i)       Neither party may assign a Subscription Agreement or any Subscription, in whole or in part, without the other party’s prior written consent, not to be unreasonably withheld; provided, however, that DIA may assign a Subscription Agreement without User’s consent to any entity that acquires all or substantially all of the business or assets of DIA related to the Services, whether by merger, reorganization, acquisition, sale, operation of law, change in control or otherwise. Any assignment made in conflict with this provision shall be void. These Terms are binding upon and will inure to the benefits of each of the parties and their respective successors and assigns. Nothing in these Terms is intended or shall be construed to give any person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect to these Terms.

d)      Waiver

i)       No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right unless expressly acknowledged and agreed to by both parties in writing. A waiver of rights under these Terms will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

e)     Execution; Severability

i)       If any provision of these Terms, or portion thereof, is found to be invalid, unlawful or unenforceable to any extent, such provision shall be replaced with another provision consistent with the purpose and intent of these Terms, and the remaining provisions of these Terms shall remain in effect. In the case of any conflict or inconsistency between the provisions of your Subscription Agreement and the provisions of these Terms, these Terms shall govern.

f)       Governing Law and Jurisdiction

i)       You agree that: (i) the Services shall be deemed solely based in Canada; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over DIA, either specific or general, in jurisdictions other than Canada. These Terms shall be governed by the internal substantive laws of the Province of British Columbia, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interprovince commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to these Terms shall be governed by the laws of the Province of British Columbia. You agree to submit to the personal jurisdiction of the federal and provincial courts located in Vancouver, British Columbia for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Vancouver, British Columbia is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

g)      Publicity Rights

i)       We may identify you as a User in our promotional materials. We will promptly stop doing so upon your request sent to support@insight-analytics.ai.

h)     Entire Agreement.

i)       These Terms, together with any amendments and any additional agreements you may enter into with us in connection with our Service, will constitute the entire agreement between you and us concerning our Service. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us or your use of our Service

ii)      Contact.

(1)   If you have any questions about these Terms, please contact us at support@insight-analytics.ai.

(2)   ERRORS IN THE MATERIALS WILL BE CORRECTED. THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY DIA, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES.