Terms of Service

1. Acceptance of these Terms

1.1 These Terms of Service (the “Terms”) form a binding agreement between Agilio IT Consulting Inc., a corporation incorporated under the Business Corporations Act (Ontario) with its principal place of business in Ontario, Canada (“Agilio”), and the individual or organization accessing or using the Service (“Customer”, “you”, or “your”). “PaperVault” is a brand and trade name of Agilio, and the Service is made available at papervault.ca. All references in these Terms to “PaperVault”, “we”, “us”, or “our” mean Agilio IT Consulting Inc. By clicking “I Agree”, creating an account, or accessing or using the Service, you accept these Terms. If you do not agree, you must not access or use the Service.

1.2 If you accept these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization, and “Customer” refers to that organization.

1.3 The Service is intended for business use by persons who are at least the age of majority in their jurisdiction. The Service is not directed at, and may not be used by, individuals under 18 years of age.

1.4 These Terms incorporate by reference: (a) our Privacy Policy; (b) our Data Processing Agreement (“DPA”), where applicable; (c) any Order Form or subscription plan selected by Customer; and (d) our Acceptable Use provisions in Section 7. In the event of conflict, an executed Order Form prevails, followed by the DPA, followed by these Terms.

2. Definitions

3. The Service and accounts

3.1 Access; licence only. Subject to these Terms and payment of applicable fees, PaperVault grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the subscription term, for Customer's internal business purposes only. The Service is licensed on a subscription basis, not sold. Customer's subscription is a right to access the Service as hosted by PaperVault; it does not include delivery of, or any right to receive, possess, copy, or use, the software, source code, object code, models, algorithms, databases, or infrastructure underlying the Service, whether during or after the subscription term.

3.2 Accounts; credential security. Customer must provide accurate and complete registration information and keep it current. Customer and its Authorized Users are solely responsible for safeguarding all account credentials, including passwords, API keys, tokens, and multi-factor authentication devices, and for all activity occurring under Customer's account, whether or not authorized by Customer. Customer will: (a) use strong, unique passwords and enable the strongest authentication features made available by the Service, which include multi-factor authentication, passkeys, single sign-on (SSO), and magic-link sign-in; (b) not share credentials or permit more than one individual to use the same Authorized User credentials; and (c) notify PaperVault immediately at legal@agilio.ca upon becoming aware of any loss, theft, or compromise of credentials or any unauthorized access to its account. Customer acknowledges that phishing, social engineering, malware on Customer's systems, and similar techniques target users rather than the Service itself, and that PaperVault will never ask Customer for its password. To the maximum extent permitted by law, PaperVault is not responsible or liable for any loss, damage, disclosure of Customer Content, or unauthorized activity arising from the compromise of Customer's or an Authorized User's credentials through phishing, social engineering, malware or keylogging on Customer's devices, credential reuse, or Customer's failure to safeguard credentials, except to the extent such compromise results from PaperVault's breach of its security obligations under Section 10.3. Actions taken through the Service using valid credentials are deemed authorized by Customer until PaperVault has received notice of compromise under clause (c) and has had a reasonable opportunity to act on it.

3.3 Authorized Users. Customer is responsible for Authorized Users' compliance with these Terms. Any act or omission of an Authorized User is deemed an act or omission of Customer.

3.4 Modifications to the Service. We may improve, modify, or update the Service, provided that we will not materially degrade the core functionality of a paid subscription during its then-current term.

3.5 Beta features. We may offer features identified as beta, preview, or early access. Beta features are provided “as is”, may be modified or discontinued at any time, and are excluded from any service commitments.

3.6 Compliance screening. PaperVault serves customers in regulated industries and maintains a financial-crime and sanctions compliance program. Customer acknowledges and agrees that, at onboarding and at any time thereafter at PaperVault's sole discretion, PaperVault may screen Customer, its directors, officers, beneficial owners, and Authorized Users against applicable sanctions, anti-money-laundering (AML), and watch lists, including without limitation: lists administered under the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Canada), and the Criminal Code (Canada); the U.S. Office of Foreign Assets Control (OFAC) Specially Designated Nationals and consolidated lists; Financial Action Task Force (FATF) high-risk and monitored jurisdiction designations; and other government, regulatory, or law-enforcement lists that PaperVault reasonably considers relevant. In connection with such screening, PaperVault may request, and Customer will promptly provide, information and documentation reasonably required to verify Customer's identity, ownership, and control (including beneficial ownership information), consistent with know-your-customer and know-your-business practices. If a screening returns a potential or positive match, or if Customer fails to provide requested information, PaperVault may suspend Customer's account immediately and without prior notice, pending clarification. PaperVault will notify Customer of the suspension (except where prohibited by law) and specify the information required and a reasonable deadline of not less than fifteen (15) days for its submission. If Customer does not provide the required information by the stated deadline, or if the match is confirmed, PaperVault may terminate the account under Section 12.3 without refund. Screening-related personal information is handled in accordance with our Privacy Policy. Nothing in this Section obliges PaperVault to provide the Service where doing so would, in PaperVault's reasonable determination, violate applicable law or expose PaperVault to regulatory risk.

4. Subscriptions, fees, and payment

4.1 Fees. Customer will pay the fees specified in the applicable Order Form or plan selection. Except as expressly stated in these Terms, fees are non-refundable and are exclusive of applicable taxes (including HST/GST/PST), which Customer is responsible for, other than taxes on PaperVault's income.

4.2 Billing and auto-renewal. Subscriptions renew automatically for successive terms equal to the initial term unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term. Customer authorizes PaperVault and its payment processors to charge the payment method on file for recurring fees.

4.3 Payment processing. Payments are processed by third-party payment processors. PaperVault does not store full payment card numbers. Customer's use of payment services may be subject to the processor's terms.

4.4 Late payment; suspension. Overdue amounts may bear interest at the lesser of 1.5% per month (19.56% per annum) or the maximum rate permitted by law. If any invoice remains unpaid fifteen (15) days after notice, we may suspend access to the Service until amounts are paid in full.

4.5 Price changes. We may change fees effective upon renewal, with at least thirty (30) days' prior notice.

4.6 Refunds. Except as expressly provided in these Terms (including Sections 15.2 and 18.1) or as required by applicable law, all fees are non-refundable and non-creditable once paid. Without limiting the foregoing, no refund or credit is provided for partial subscription periods, unused features or capacity, periods during which Customer did not use the Service, or accounts suspended or terminated for Customer's breach of these Terms.

4.7 Downgrades and mid-term cancellations. Customer may downgrade its plan or cancel its subscription at any time through the Service or by notice to PaperVault. A downgrade or cancellation takes effect at the start of the next billing cycle: Customer retains access to the then-current plan until the end of the billing period already paid for, and no refund or credit is provided for the prorated unused portion of that period. Upon a downgrade taking effect, features, storage, and usage limits are reduced to those of the new plan, and Customer is responsible for exporting or removing any Customer Content exceeding the new plan's limits before the downgrade takes effect; PaperVault may restrict access to, or require removal of, content or usage exceeding the new plan's limits.

5. Customer Content: ownership, licence, and responsibility

5.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Content. Nothing in these Terms transfers ownership of Customer Content to PaperVault.

5.2 Licence to PaperVault. Customer grants PaperVault a limited, non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, process, display, and create technical derivatives (such as indexes, previews, and extracted metadata) of Customer Content solely as necessary to: (a) provide, maintain, secure, and support the Service; (b) comply with applicable law; and (c) exercise our enforcement rights under Section 8. This licence terminates upon deletion of the applicable Customer Content, subject to Section 12.5 (post-termination retrieval and deletion) and routine backup cycles.

5.3 Customer representations and warranties. Customer represents and warrants, on a continuing basis, that:

• Customer owns or has obtained all rights, licences, consents, and permissions necessary to upload Customer Content to the Service and to grant the licence in Section 5.2;
• Customer Content, and PaperVault's processing of it as contemplated by these Terms, does not and will not infringe, misappropriate, or violate any third party's copyright, trademark, patent, trade secret, moral rights, privacy rights, publicity rights, or other rights;
• where Customer Content includes personal information of any individual, Customer has a lawful basis (including all required notices and consents) under applicable privacy and data protection laws, including the Personal Information Protection and Electronic Documents Act (Canada) and any applicable provincial legislation, to collect, use, and disclose that information to PaperVault for processing as contemplated by these Terms;
• where Customer uses the Service to process, screen, or analyze information about its own clients, end users, applicants, screened subjects, or other individuals — including through compliance-screening, document-processing, or other current or future modules — all such processing is initiated and instructed solely by Customer; Customer has provided all notices to, and obtained all consents and authorizations from, those individuals required by applicable law for that processing, including any disclosure of their information to the data sources identified in the DPA; and Customer acknowledges that PaperVault acts solely as a contracted tool executing tasks on Customer's instruction and has no direct relationship with, or independent obligations to, those individuals except as imposed by law;
• Customer Content and Customer's use of the Service comply with all applicable laws, including export control, sanctions, anti-money-laundering, and financial services regulations applicable to Customer's business.

5.4 Customer responsibility. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Content, for the means by which it was acquired, and for its use of AI Output. PaperVault does not review Customer Content for compliance with law or these Terms, and has no obligation to do so.

5.5 Backups. The Service is not intended as Customer's sole system of record or archival repository. Customer is responsible for maintaining independent copies of Customer Content as required by its own legal, regulatory, and business obligations.

6. AI Features

6.1 Description. The Service includes AI Features that process Customer Content to provide functionality such as document classification, data extraction, and compliance workflow assistance. Customer may enable or use AI Features at its option where the Service so provides.

6.2 No training on Customer Content. PaperVault does not use Customer Content or AI Output derived from Customer Content to train, fine-tune, or improve any machine-learning or artificial-intelligence models, whether PaperVault's own models or those of any third party, and PaperVault contractually requires its AI subprocessors not to do so.

6.3 AI subprocessors. AI Features may be delivered using third-party AI service providers identified in our Subprocessor List. Customer Content submitted to AI Features is processed by such providers solely to deliver the requested functionality and subject to confidentiality and data protection obligations consistent with these Terms and the DPA.

6.4 Nature of AI Output; no professional advice. AI Output is generated by probabilistic systems and may be inaccurate, incomplete, or unsuitable for Customer's purposes. AI Output does not constitute legal, compliance, regulatory, financial, or other professional advice, and PaperVault is not a law firm, accounting firm, or regulated advisor. Customer is solely responsible for reviewing and verifying AI Output before relying on it, and for its own compliance with laws and regulations applicable to Customer. Customer's regulatory obligations remain Customer's own and are not transferred to or assumed by PaperVault.

6.5 Restrictions on Customer's AI use. Customer will not, and will not permit any third party to: (a) use the Service or any content obtained from it to develop, train, or improve any machine-learning or AI model; (b) scrape, crawl, or bulk-extract data from the Service; or (c) access the Service by automated means other than through documented APIs within published limits.

7. Acceptable use and prohibited content

7.1 Customer will not, and will not permit any Authorized User or third party to, upload, store, process, transmit, or share through the Service any content that:

• is illegal under any applicable law, or that promotes, facilitates, or provides instructions for illegal activity;
• constitutes child sexual abuse or exploitation material of any kind (PaperVault will report such material to relevant authorities, including as required by An Act respecting the mandatory reporting of Internet child pornography by persons who provide an Internet service (Canada), and will cooperate with law enforcement);
• infringes, misappropriates, or violates any third party's intellectual property rights, including copyrighted works that Customer is not authorized to reproduce or store;
• contains software viruses, malware, ransomware, or any other malicious code, or is designed to interfere with, damage, or gain unauthorized access to any system or data;
• violates any person's privacy, confidentiality, or data protection rights, including personal information that Customer is not lawfully entitled to process;
• violates export control, economic sanctions, or anti-terrorism laws of Canada, the United States, or any other applicable jurisdiction;
• is defamatory, harassing, or threatening, or promotes violence or hatred against any person or group.

7.2 Illegal content triggering immediate termination. Without limiting Section 7.1, uploading, storing, or transmitting any of the following categories of illegal content is a fundamental breach of these Terms and will result in immediate suspension and termination of Customer's account under Section 12.3, without any refund and without any cure period, and, where required or permitted by law, referral to law enforcement or other competent authorities:

• Child sexual abuse and exploitation material: any content that sexually depicts, exploits, or endangers a minor, in any form, including apparently synthetic or AI-generated material. PaperVault will report such material and related account information to the Canadian Centre for Child Protection and/or law enforcement as required by applicable law, including An Act respecting the mandatory reporting of Internet child pornography by persons who provide an Internet service (Canada);
• Terrorism and violent extremism: content that constitutes terrorist propaganda, incites or instructs acts of terrorism, or provides material support to a listed terrorist entity under the Criminal Code (Canada) or equivalent foreign law;
• Stolen or unlawfully obtained data: data or documents obtained through hacking, unauthorized access, theft, or breach of confidence, including stolen personal information, payment card data, credentials, or trade secrets of third parties;
• Content facilitating financial crime: documents or data used to further fraud, forgery, identity theft, money laundering, terrorist financing, tax evasion, or market manipulation, including forged or counterfeit identity, financial, or government documents;
• Pirated and counterfeit materials: unauthorized copies of copyrighted works distributed or stored at commercial scale, and materials facilitating trade in counterfeit goods;
• Malicious code and cybercrime tools: malware, ransomware, exploits, or tools designed to commit offences under sections 342.1 or 430(1.1) of the Criminal Code (Canada) or equivalent laws;
• Sanctions and export violations: content whose storage, processing, or transmission would breach Canadian, United States, or other applicable economic sanctions, export control, or anti-terrorism laws;
• Illegal trade: content facilitating trafficking in narcotics, weapons, human beings, or other contraband;
• Non-consensual intimate images and criminal harassment material: intimate images distributed without consent, and content constituting criminal harassment, extortion, or uttering threats under applicable law;
• Obscene or hate materials: content that is obscene, or that wilfully promotes hatred or advocates genocide, within the meaning of the Criminal Code (Canada).

PaperVault may preserve and disclose Customer Content and account information relating to any of the above to the extent required or permitted by law, including in response to lawful demands from law enforcement, and such preservation and disclosure will not constitute a breach of these Terms or of any confidentiality obligation. The determination of whether content falls within a category above may be made by PaperVault acting reasonably and in good faith, and does not require a criminal conviction or judicial finding.

7.3 Customer will not, and will not permit any third party to:

• sell, resell, rent, lease, sublicense, or provide the Service to third parties except as expressly permitted in writing by PaperVault;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent such restriction is prohibited by law;
• circumvent or attempt to circumvent any security measure, usage limit, or access control of the Service;
• tamper with, probe, disrupt, or otherwise interfere with the Service or its integrity, including attempting to exploit vulnerabilities, injecting malicious inputs (including inputs designed to manipulate or subvert AI Features), manipulating identifiers or API requests to access another customer's data, falsifying records or audit trails within the Service, or interfering with billing, metering, or compliance-screening functions or results;
• misuse any feature of the Service for a purpose for which it was not intended, including automated abuse, bulk account creation, or use of the Service to test attacks intended for other systems;
• use the Service to build a competing product or service, or copy any feature, function, or user interface of the Service;
• perform vulnerability scanning, penetration testing, or load testing of the Service without PaperVault's prior written consent;
• use the Service in violation of applicable law.

8. Enforcement; intellectual property infringement claims

8.1 Enforcement rights. PaperVault has the right, but not the obligation, to review, remove, disable access to, or refuse to process any Customer Content that PaperVault reasonably believes violates these Terms or applicable law, and to suspend or terminate accounts engaged in violations. PaperVault assumes no duty to monitor Customer Content, and no failure to remove content constitutes an endorsement or waiver.

8.2 Unilateral suspension. PaperVault may suspend Customer's access to the Service, in whole or in part, immediately and without prior notice, if PaperVault reasonably determines that:

• Customer's account or use of the Service poses a security risk to the Service, to PaperVault, to other customers, or to any third party, including compromised credentials or indicators of unauthorized access;
• Customer Content or Customer's use violates Section 5.3, 6.5, or 7, or otherwise exposes PaperVault to civil or criminal liability;
• Customer's account is being used for fraudulent, deceptive, or unlawful activity, or in connection with a payment that is disputed, charged back, or reasonably suspected to be fraudulent;
• Customer's use materially degrades the Service or imposes excessive load or abusive traffic on the platform, including circumvention of usage limits;
• suspension is required by applicable law, court order, or a request from a governmental, regulatory, or law-enforcement authority;
• amounts remain unpaid as described in Section 4.4;
• a compliance screening under Section 3.6 returns a potential or positive match, or Customer fails to provide information requested under Section 3.6; or
• Customer is or becomes subject to economic sanctions, or is located in an embargoed jurisdiction.

PaperVault will, where lawful and practicable, give notice of the suspension and, where the cause is curable, an opportunity to cure. PaperVault will restore access promptly once the ground for suspension is resolved. Suspension does not relieve Customer of its payment obligations, and fees continue to accrue during any suspension caused by Customer.

8.3 Infringement notices. PaperVault responds to notices of alleged copyright and other intellectual property infringement. Rights holders may submit a notice to PaperVault's designated agent at copyright@papervault.ca including: (a) identification of the work claimed to be infringed; (b) identification and location of the allegedly infringing material within the Service; (c) the notifier's contact information; (d) a statement of good-faith belief that the use is not authorized by the rights holder, its agent, or the law; and (e) a statement, under penalty of perjury where applicable, that the information is accurate and the notifier is authorized to act for the rights holder.

8.4 Process. Upon receipt of a compliant notice, PaperVault may forward the notice to the affected Customer, remove or disable access to the identified material, suspend the account, or take other appropriate action. Where Canadian law applies, PaperVault will comply with the notice-and-notice regime under the Copyright Act (Canada). Where the United States Digital Millennium Copyright Act applies, PaperVault will follow a notice-and-takedown process, and repeat infringers' accounts will be terminated in appropriate circumstances.

9. PaperVault intellectual property; no transfer of ownership

9.1 Ownership. PaperVault (Agilio IT Consulting Inc.) and its licensors own and retain all right, title, and interest in and to the Service and the PaperVault platform, including all software (in source code and object code form), applications, APIs, AI Features, models, algorithms, architectures, databases and database structures, user interfaces, designs, workflows, documentation, know-how, trade secrets, trademarks (including the PaperVault and Agilio names and logos), trade dress, and all modifications, enhancements, improvements, and derivative works of any of the foregoing, together with all intellectual property rights therein anywhere in the world, whether registered or unregistered.

9.2 Licence, not sale; no transfer. Customer's purchase of a subscription, and payment of any fees, grants Customer only the limited access rights expressly set out in Section 3.1. For certainty, no subscription, fee, Order Form, or use of the Service, of any duration or amount:

• transfers to Customer any ownership interest in, or title to, the Service, the platform, or any software, source code, object code, or other technology or intellectual property of PaperVault;
• entitles Customer to receive, access, review, escrow, or audit any source code or object code of the Service, or any technical documentation other than end-user documentation made generally available;
• grants Customer any licence to install, host, or operate the Service or any part of it on Customer's own or any third party's infrastructure; or
• creates any joint ownership in any improvement, enhancement, or derivative work of the Service, including any developed in response to Customer's feedback, requests, or configurations, all of which are owned exclusively by PaperVault.

9.3 Reservation of rights; no implied licences. All rights not expressly granted to Customer in these Terms are reserved by PaperVault and its licensors. No licence or other right is granted by implication, estoppel, exhaustion, or otherwise. Customer will not remove, alter, or obscure any proprietary notices on or in the Service, and will not register, use, or challenge any trademark, domain name, or trade name confusingly similar to PaperVault's or Agilio's marks.

9.4 Feedback. If Customer provides suggestions or feedback regarding the Service, PaperVault may use it without restriction or obligation, and any resulting improvements to the Service are owned by PaperVault, provided PaperVault does not identify Customer as the source without consent.

9.5 Usage data. PaperVault may collect and use technical and usage data about the operation of the Service (excluding Customer Content) to operate, secure, and improve the Service, and may use such data in aggregated or de-identified form that does not identify Customer or any individual.

10. Privacy, data protection, and confidentiality

10.1 Privacy Policy and DPA. PaperVault processes personal information in accordance with its Privacy Policy and applicable law, including the Personal Information Protection and Electronic Documents Act (Canada). Where PaperVault processes personal information within Customer Content on Customer's behalf, the DPA applies and governs such processing, including subprocessing, security measures, breach notification, and deletion.

10.2 Data location. Information about the location of data storage and processing, and about PaperVault's subprocessors, is set out in the Privacy Policy, the DPA, and the Subprocessor List, as updated from time to time in accordance with the DPA.

10.3 Security; encryption; restricted personnel access. PaperVault implements and maintains administrative, technical, and physical safeguards designed to protect Customer Content against unauthorized access, use, disclosure, alteration, and destruction, appropriate to the sensitivity of the information. Without limiting the foregoing: (a) Customer Content is encrypted in transit and at rest using industry-standard encryption; (b) PaperVault personnel, including support and engineering staff, cannot read, open, or download the contents of Customer's documents in the ordinary course, and access to Customer Content is restricted on a least-privilege, need-to-know basis and logged; (c) decryption keys for Customer Content are held exclusively by a limited number of designated executive officers of Agilio, and are used to decrypt Customer documents only: (i) at Customer's express request or with Customer's express consent, for support or troubleshooting of Customer's own content; or (ii) to comply with a valid legal demand or to cooperate with authorities as described in Section 10.5; and (d) each such decryption event is documented. Automated processing of Customer Content by the Service (including AI Features, indexing, and abuse-detection systems) is performed programmatically and does not constitute personnel access or manual decryption. Enforcement of Section 7 is conducted through automated systems, metadata, and account-level information, except where clause (c) applies. A description of PaperVault's current security practices is available on our Trust Center or on request, and detailed security and breach-notification obligations applicable to personal information are set out in the DPA.

10.4 Confidentiality. Each party (the “Receiving Party”) will protect the non-public information disclosed by the other party (the “Disclosing Party”) that is designated confidential or that reasonably should be understood to be confidential (“Confidential Information”) using at least the same degree of care it uses for its own similar information, and no less than reasonable care. The Receiving Party will use Confidential Information only to perform under these Terms and will not disclose it except to personnel, advisors, and subcontractors bound by obligations at least as protective. Customer Content is Customer's Confidential Information. These obligations do not apply to information that is or becomes public without breach, was lawfully known without restriction, is independently developed, or is required to be disclosed by law (with notice to the Disclosing Party where lawful). Confidentiality obligations survive for five (5) years after termination, and indefinitely for trade secrets and Customer Content.

10.5 Legal process and cooperation with authorities. Customer acknowledges and agrees that PaperVault is subject to the laws of Canada and other applicable jurisdictions and may be legally compelled to disclose Customer Content and account information. Upon receipt of a judicial decision, court order, subpoena, search warrant, production order, or other legally binding demand issued by a court or competent governmental, regulatory, or law-enforcement authority (a “Legal Demand”), PaperVault will disclose the Customer Content, account information, and related records specified in the Legal Demand, including by decrypting Customer documents as described in Section 10.3(c), to the extent required to comply. Customer expressly acknowledges and accepts this scenario as a condition of using the Service. In connection with any Legal Demand: (a) PaperVault will review the demand for facial validity, and may, in its sole discretion, object to, seek to narrow, or decline to comply with a demand that PaperVault reasonably considers facially invalid, overbroad, or not legally enforceable against PaperVault in Canada (including a foreign order lacking a recognized enforcement mechanism in Canada), but PaperVault has no obligation to Customer to challenge, contest, or appeal any demand, and makes no representation that it will do so; (b) PaperVault will notify Customer of the Legal Demand and the scope of disclosure before or promptly after compliance, except where notification is prohibited by law, by the terms of the demand (including a non-disclosure or sealing order), or where PaperVault reasonably believes notification would compromise an investigation or create a risk of harm; (c) PaperVault may preserve Customer Content and account information subject to a preservation demand notwithstanding any deletion request or the data-deletion timelines in Section 12.5; and (d) compliance with a Legal Demand, including disclosure and decryption, does not constitute a breach of these Terms, of Section 10.3 or 10.4, or of any other confidentiality, privacy, or security obligation of PaperVault. Where disclosure of personal information is involved, PaperVault will act in accordance with applicable privacy law, including the Personal Information Protection and Electronic Documents Act (Canada). Customer is responsible for its own legal obligations regarding its documents, including any obligation to notify its own clients or regulators of a disclosure.

11. Third-party services

The Service may interoperate with third-party products or services that Customer elects to use (including payment processors, identity providers, and integrations). Customer's use of third-party services is governed by the applicable third party's terms, and PaperVault is not responsible for third-party services. PaperVault's subprocessors are addressed in the DPA and Subprocessor List.

12. Term, suspension, and termination

12.1 Term. These Terms commence on Customer's acceptance and continue until all subscriptions expire or are terminated.

12.2 Termination for cause. Either party may terminate these Terms or an affected Order Form if the other party materially breaches and fails to cure within thirty (30) days of written notice, or immediately upon the other party's insolvency, bankruptcy, or assignment for the benefit of creditors.

12.3 Unilateral termination by PaperVault. In addition to Section 12.2, PaperVault may terminate these Terms, an affected subscription, or Customer's account immediately upon notice if:

• Customer breaches Section 5.3 (content representations), 6.5 (AI use restrictions), or 7 (acceptable use and prohibited content), and in particular uploads any category of illegal content listed in Section 7.2, which results in immediate termination without a cure period and, where applicable, reporting to authorities;
• a ground for suspension under Section 8.2 continues for fifteen (15) days or more, or recurs after prior suspension;
• PaperVault finds evidence that Customer or an Authorized User has tampered with, probed, attempted to compromise, or interfered with the Service, its security features, or its integrity, or has otherwise misused the Service in breach of Section 7.3, in which case PaperVault may immediately block the account and terminate it, and may preserve related logs and records for investigation and, where appropriate, referral to law enforcement;
• Customer engages in fraud, misrepresentation, or abusive conduct toward PaperVault, its personnel, or other customers;
• Customer initiates a payment chargeback for validly invoiced fees rather than raising a dispute under Section 16;
• a compliance screening match under Section 3.6 is confirmed, or Customer fails to provide the information required under Section 3.6 by the deadline stated in PaperVault's notice;
• continued provision of the Service to Customer would violate applicable law or sanctions, or PaperVault is directed to cease provision by a competent authority; or
• Customer's account is a free, trial, or beta account, in which case PaperVault may terminate or discontinue it at any time on reasonable notice.

Termination under this Section 12.3 for Customer's fault does not entitle Customer to any refund or credit, and all fees for the remainder of the then-current term become immediately due and payable.

12.4 Termination for convenience. Customer may cancel a subscription as described in Sections 4.2 and 4.7. Unless otherwise stated in an Order Form, fees paid are non-refundable upon cancellation, and no prorated refund or credit is provided for the unused portion of a billing period.

12.5 Effect of termination; data retrieval and deletion. Upon expiry or termination: (a) Customer's access rights end; (b) for thirty (30) days following termination (except termination for Customer's breach of Section 7.2 (illegal content), in which case no export right applies to the offending content and PaperVault may withhold export entirely where required by law or a law-enforcement request), Customer may export Customer Content using the Service's export functionality or may request a machine-readable export; and (c) after such period, PaperVault will delete Customer Content within ninety (90) days, except as retained in routine backups (which are overwritten in the ordinary course) or as required by law. Sections 4 (for accrued fees), 5.3, 5.4, 6.4, 6.5, 8, 9, 10.4, 10.5, 13, 14, 15, 16, and 17 survive termination.

13. Warranties and disclaimers

13.1 Mutual. Each party represents that it is validly existing and has the authority to enter into these Terms.

13.2 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICE, AI FEATURES, AND AI OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAPERVAULT DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PAPERVAULT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE. NO ADVICE OR INFORMATION OBTAINED FROM PAPERVAULT OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13.3 PaperVault provides a technology platform only. Use of the Service does not ensure or certify Customer's compliance with any law, regulation, or standard applicable to Customer, and PaperVault assumes no responsibility for Customer's regulatory obligations.

14. Limitation of liability

14.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA (OTHER THAN PAPERVAULT'S OBLIGATIONS UNDER THE DPA), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PAPERVAULT FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

14.3 Exceptions. The exclusions and cap above do not apply to: (a) Customer's indemnification obligations under Section 15; (b) Customer's payment obligations; (c) a party's breach of Section 10.4 (Confidentiality) or infringement or misappropriation of the other party's intellectual property; (d) Customer's breach of Sections 5.3, 6.5, or 7; or (e) liability that cannot be limited by applicable law, including liability arising from fraud, wilful misconduct, or gross negligence.

14.4 Allocation of risk. The parties agree that the limitations in this Section 14 reflect a reasonable allocation of risk and form an essential basis of the bargain, and will apply even if any limited remedy fails of its essential purpose.

15. Indemnification

15.1 By Customer. Customer will defend, indemnify, and hold harmless PaperVault, its affiliates, and their respective directors, officers, employees, and agents from and against any third-party claims, demands, proceedings, and governmental or regulatory investigations, and all resulting damages, penalties, fines, costs, and expenses (including reasonable legal fees), arising out of or relating to: (a) Customer Content, including any claim that Customer Content or its processing by PaperVault as contemplated by these Terms infringes or violates any third-party right or any law; (b) Customer's breach of Sections 5.3, 6.5, or 7; (c) Customer's or its Authorized Users' use of the Service in violation of these Terms or applicable law; or (d) any dispute between Customer and its own clients, regulators, or other third parties concerning Customer's business.

15.2 By PaperVault. PaperVault will defend Customer against any third-party claim alleging that the Service, as provided by PaperVault and used in accordance with these Terms, infringes a third party's Canadian or United States copyright, trademark, or trade secret, and will indemnify Customer for damages and reasonable legal costs finally awarded against Customer or agreed in settlement for such claim. If such a claim arises or is likely, PaperVault may, at its option: (a) procure the right for Customer to continue using the Service; (b) modify or replace the affected component; or (c) terminate the affected subscription and refund prepaid, unused fees. This Section states PaperVault's entire liability and Customer's exclusive remedy for infringement claims. PaperVault has no obligation for claims arising from Customer Content, combinations with materials not provided by PaperVault, modifications not made by PaperVault, or use in violation of these Terms.

15.3 Procedure. The indemnified party will give prompt written notice of the claim, grant the indemnifying party sole control of the defence and settlement (provided any settlement fully releases the indemnified party without admission of fault or payment by it), and provide reasonable cooperation at the indemnifying party's expense.

16. Dispute resolution and arbitration

16.1 Informal resolution. Before commencing any proceeding, a party will give the other written notice describing the dispute, and the parties will attempt in good faith to resolve it through discussions between senior representatives for at least thirty (30) days from the notice.

16.2 Binding arbitration. Except as set out in Section 16.4, any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, existence, or validity thereof, that is not resolved under Section 16.1 will be finally resolved by confidential, binding arbitration administered by the ADR Institute of Canada, Inc. under its Arbitration Rules, or such other administrator as the parties agree. The arbitration will be conducted by a single arbitrator, seated in Toronto, Ontario, in English, under the Arbitration Act, 1991 (Ontario). Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award any relief available in a court of competent jurisdiction, subject to the limitations in these Terms.

16.3 Class action waiver. To the maximum extent permitted by applicable law, all disputes will be arbitrated or litigated only on an individual basis. Neither party will participate in a class, collective, consolidated, or representative proceeding against the other, and the arbitrator has no authority to conduct a class or consolidated arbitration. If this Section 16.3 is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court under Section 17, and this Section will be severed only to that extent.

16.4 Carve-outs. Nothing in this Section 16 prevents either party from: (a) seeking interim, interlocutory, or injunctive relief from a court of competent jurisdiction to protect its intellectual property or Confidential Information, or to prevent unauthorized access to the Service; (b) bringing a proceeding to collect undisputed fees in a court of competent jurisdiction, including small claims court where the claim qualifies; or (c) making a report or complaint to a regulator or law-enforcement authority.

16.5 Costs. Unless the arbitrator determines otherwise, the parties will share equally the fees of the arbitrator and the administering institution, and each party will bear its own legal costs. The arbitrator may award costs to the prevailing party where the arbitrator determines the other party's claims or conduct were unreasonable.

16.6 Limitation period. To the extent permitted by applicable law, including the Limitations Act, 2002 (Ontario), any claim must be commenced within two (2) years after the day the claim was discovered or ought reasonably to have been discovered.

17. Governing law and jurisdiction

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 16, the parties attorn to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto, for any matter not subject to arbitration.

18. General provisions

18.1 Changes to these Terms. We may update these Terms from time to time. For material changes, we will give at least thirty (30) days' notice by email or in-Service notice before the changes take effect. Changes apply upon the start of Customer's next renewal term or, for material changes during a term, upon the effective date stated in the notice; if a material change adversely affects Customer, Customer may terminate the affected subscription by notice before the effective date and receive a pro-rata refund of prepaid, unused fees. Continued use of the Service after the effective date constitutes acceptance.

18.2 Notices. Notices to PaperVault must be sent to legal@agilio.ca and to Agilio IT Consulting Inc. at 133-290 King Street East, Kitchener, Ontario N2G 2L3. Notices to Customer may be sent to the email address associated with the account and are deemed received on the business day after sending.

18.3 Assignment. Customer may not assign these Terms without PaperVault's prior written consent, not to be unreasonably withheld. PaperVault may assign these Terms in connection with a merger, amalgamation, reorganization, or sale of all or substantially all of its assets or the business to which these Terms relate, with notice to Customer. Any prohibited assignment is void.

18.4 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, internet or utility failures, and acts of government, provided the affected party uses reasonable efforts to mitigate.

18.5 Severability; waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will continue in effect. A waiver is effective only if in writing and does not waive any subsequent breach.

18.6 Relationship; no third-party beneficiaries. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship, and confer no rights on any third party except the indemnified parties described in Section 15.1.

18.7 Entire agreement. These Terms, together with the documents incorporated by reference and any Order Forms, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, understandings, and representations. Terms in any Customer purchase order or similar document are void and of no effect.

18.8 Language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

18.9 Contact. Questions about these Terms may be directed to legal@agilio.ca.