Terms of Service

1. Overview

2. Advisor Accounts and Subscriptions

1. Log-In. Advisors are required to register for an account in order to use the Services (the “Account”). When you register for an Account, you may be asked to choose a username, password, and other log-information (collectively, the “Log-In Information”) which will be handled in accordance with our Privacy Policy. You must secure and protect your Log-In Information.
   
2. Account Use. You authorize us to assume that any person using the Services with the Account is you or is authorized by you. You agree to notify us immediately of any unauthorized use of your Account. You are not entitled to transfer the Account to any other person. By granting access to the Account to other persons, you represent and warrant that you will be responsible for the actions of those persons in connection with the Account. We will not be responsible for any loss that you suffer as a result of any access to your Account.
3. Payment. We offer monthly and yearly subscription plans to advisors for use of the Services. Additionally, we offer a free trial period for advisors with no more than five (5) clients. If you are on a free trial and your Account reaches over five (5) client engagements, then you will require a subscription to collect information from those other clients. If you cancel your subscription, you will still be able to access client information and data, but you will not be able to receive any further client information and data until you re-subscribe.
4. Termination of Subscription.
   i. By Advisor. Advisors may terminate a subscription at any time through the account management page. Such termination will result in the deactivation of your Account and no further access to any stored data. This data will be maintained for such period of time that we determine in our discretion (unless you request it to be deleted), in the event that you choose to re-activate your Account at a later time. If you terminate your subscription in the middle of a billing cycle, you will not receive a refund for any period you did not use in that billing cycle, unless: (A) we have materially breached these Terms of Service and failed to provide a resolution within thirty (30) days after you have notified us in writing; or (B) a refund is required by law.
   ii. By Us. Without limiting any of our rights in these Terms of Service, we may terminate an Advisor’s subscription at the end of a billing cycle for any reason by providing thirty (30) days written notice.
   

3. Form Functionality; Use of AI Features

1. Form Functionality. Advisors may utilize the form functionality on the Services to assist in the collection of client information and data (the "Form Functionality"). The Form Functionality allows advisors to create forms (the "Forms") and share them (the "Sharing Functionality") with: (a) such advisor’s own authorized users; and (b) other advisors using the Services ("Public Sharing"). Once the Forms are shared through Public Sharing, other advisors can utilize the Forms for collection of client information and data within the Services. For certainty: (i) if an advisor elects to share a Form via Public Sharing, the Form becomes part of the shared community library, and such sharing cannot be retracted by the advisor; and (ii) the Sharing Functionality may be available for use with other User Forms (defined in Section 3(b) below) in addition to the advisor Forms.
   
2. AI Features. The Services may contain certain artificial-intelligence features (the "AI Features") which allow users to upload form templates (such as PDFs, Word documents, etc.), which may include the Forms (collectively, the "User Forms"), for conversion into cloud-based experiences. Users hereby agree and acknowledge that: (a) by uploading User Forms, users consent to the Company’s use of their User Data (defined in Section 4(c)) for the purpose of developing, training, and improving machine learning models and artificial intelligence systems relating to the Services; (b) Users may elect to have their names credited on their User Forms that they have shared via Public Sharing; and (c) the Company is and will be the sole owner of all right, title and interest (including intellectual property rights) in and to any and all outputs created by AI Features. All User Data will be solely owned by the user; provided that, each user grants to the Company the right to use the User Data in accordance with Section 4(c) hereof.
3. Ownership of User Forms. Notwithstanding anything herein, the Company is and will be the sole owner of all right, title and interest (including intellectual property rights) in and to the User Forms (including the Forms). For certainty: (a) users hereby irrevocably and unconditionally grant and assign all right, title and interest (including intellectual property rights) in and to the User Forms (including the Forms) to the Company; (b) users hereby irrevocably and unconditionally waive any and all moral rights in and to the User Forms (including the Forms); and (c) users will not use the User Forms (including the Forms) independent of the Services without the Company`s prior written consent in each instance.
   

4. Proprietary Rights

1. Ownership of Services. We exclusively own and will continue to exclusively own all right, title and interest in and to the Services and all relating intellectual property rights thereto, including all improvements and derivatives thereof. Except to the limited extent expressly provided in these Terms of Service, we do not grant you any rights in or to the Services.
   
2. Right to Use. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for non-commercial purposes only, provided that you have made any applicable payments for same and otherwise comply with these Terms of Service.
3. Information and Data. When providing information and data through the use of the Services, directly or indirectly (the “User Data”), you grant us a non-exclusive right and license to use, exploit and exercise all rights in and relating to the User Data in connection with our provision of the Services. For certainty, we may use User Data to improve our Services, such as through training artificial intelligence systems utilized by our Services. In addition, you represent and warrant that for all User Data you provide:
   
   i. you own or otherwise control all necessary rights in such User Data in order to provide it to us; and
   ii. all such User Data is accurate; and
   iii. you have full right and authority to provide the User Data to us, and the use of any such User Data by us to provide the Services does not and will not violate the rights of any person.
   

5. Use of Services

1. Responsible Use. In accessing and using the Services you will not: (i) breach or circumvent any applicable laws or any third-party rights; (ii) interfere or attempt to interfere with the proper functioning of the Services; (iii) take any action that we deem to impose or to potentially impose an unreasonable large load on our Services; (iv) distribute viruses or any other technologies that may harm the Services or our interests; (v) use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose; (vi) circumvent any technical measures we use to provide the Services or take any action to violate, interfere with or undermine the security or system integrity of the Services; (vii) reproduce, copy, modify, adapt, reverse engineer, exploit for commercial purposes, license, sublicense, distribute, transmit, translate, or create derivative works of, the Services or the content therein; (viii) use our Services for the purpose of developing or operating products or services intended to be offered to third parties in competition with our Services; or (ix) take any action that would damage, harm, or diminish our reputation, goodwill, or public image.
   
2. Remedies. If we determine, in our discretion, that you are abusing the Services or failing to comply with these Terms of Service, we may, without limiting any other remedies available to us: (i) limit, suspend or terminate your Account, if applicable, and your access to the Services; and (ii) take technical and/or legal steps to prevent you from using our Services.
   

6. Disclaimer and Limitation of Liability

7. Release

8. Indemnity

9. Reliance

10. Third-Party Products and Services

1. General. Through our provision of the Services we may provide access or links to third-party websites or applications (the “Third-Party Content”). You agree that we are not responsible for any such Third-Party Content, including the accuracy, integrity, quality, legality, usefulness, and safety of such Third-Party Content, and we disclaim any and all such liability relating to Third-Party Content. Your access and use of Third-Party Content is at your own risk.
   
2. Payment Processors. Without limiting anything in these Terms of Service, we may use third party payment processors in order to facilitate any payments made in connection with the use of the Services (the “Payment Processor”). We disclaim any and all liability that may result from your use of any such Payment Processor and make no representation, warranty or guarantee with regards to the Payment Processor or its actions. Your activity on the Payment Processor`s sites or applications is governed by such Payment Processor`s terms and conditions. Any claim and dispute you may have in connection with any payments must be solely directed to such applicable Payment Processor, and you hereby release us and our directors, officers and affiliates from any and all claims, actions, demands or losses in connection with same.
   
3. Disputes. If you have a dispute with one or more third parties, you release us and our directors, officers and affiliates from any claims, demands and damages (actual and otherwise) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
   

11. Termination, Service Modifications and Changes to these Terms of Service

12. General

1. Entire Agreement. These Terms of Service incorporate by reference our Privacy Policy (collectively, the Terms of Service and the Privacy Policy are the "Agreement"). The Agreement constitutes the entire agreement between us and you with respect to the Services. To the extent of any conflict between the Terms of Service and the Privacy Policy, the Terms of Service will govern.
   
2. Assignment. We may freely assign these Terms of Service at any time, with or without consent or notice to you. You may not assign your rights or responsibilities under these Terms of Service without our prior written consent. The Terms of Service will bind your successors, heirs and permitted assigns.
   
3. Non-Waiver. Our failure to exercise or enforce any part of these Terms of Service will not operate as a waiver. Waivers will not be effective unless in writing and duly authorized by an authorized representative.
   
4. Severability. In the event that any provision of these Terms of Service is held to be invalid or otherwise unenforceable by a court of competent jurisdiction: (a) it will not affect or impair the validity of any other provisions of these Terms of Service, which will continue in full force and effect; and (b) to the maximum extent permitted by applicable law, the impugned provision will be deemed to be amended to fulfill its intended purpose as closely as possible while remaining compliance with applicable law.
   
5. Interpretation. These Terms of Service were written in the English language. If these Terms of Service are translated into another language, the English language text will in any event prevail. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word “including” or “includes” is used in these Terms of Service, it means “including (or includes) without limitation”. The words "herein," "hereof," "hereunder," and similar terms refer to these Terms of Service as a whole and not to any particular section, schedule, or other part of these Terms of Service. Where the word "user" is used in these Terms of Service, it is intended to apply to both advisors and clients, unless the context otherwise requires. Headings are for convenience only. These Terms of Service will not be interpreted for or against either party by reason of authorship.
   
6. Communications. We may send you communications, such as notifications, news, promotions and/or other information about the Services and other products. You agree that we may send these communications to you via Email or by posting them on our website. You may be able opt out of receiving certain Email communications by clicking the “opt-out” function (as applicable), or otherwise by contacting us as set out below. Use of the Services may be affected by opting out of certain communications.
   
7. Governing Law. These Terms of Service are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. You agree to submit to the exclusive jurisdiction of the courts of British Columbia. The foregoing will not limit our right to enforce these Terms of Service in any other jurisdiction if reasonably necessary or advisable in our sole discretion.
   
8. Contact Us. If you have any questions regarding the Services, or wish to opt-out of receiving any applicable communications from us, please contact us at: info@advisorflow.ca