Effective October 1st, 2024

Parties:

This Main Service Agreement ("Agreement") is entered into by and between Informanos Analytics & Artificial Intelligence Inc. ("Informanos," "we," "us," or "our"), located at 1157 Escala Crescent, Kingston, Ontario, K7P 0H6, Canada, and the Client/User ("Client," "you," or "your").

1. Acceptance of Terms

By accessing and using Informanos’ 360-degree and upward feedback platform ("Platform"), you agree to be bound by this Agreement, along with our Privacy Policy and any other applicable guidelines.

2. Platform Services

Informanos provides a platform to facilitate upward feedback reviews.

Specific services may be expanded or limited based on the package selected by the Client.

3. User Responsibilities

As a user of the Platform, you agree to:

• Provide accurate information during the setup process.

• Use the Platform only for lawful purposes and in accordance with all applicable regulations.

• Not upload or transmit any malicious or harmful content.

• Maintain the confidentiality of any login credentials and promptly notify Informanos of any unauthorized access to your account.

4. Acceptable Use Policy

You agree not to use the Platform for any unlawful purposes, including, but not limited to:

• Transmitting harmful, defamatory, or illegal content.

• Engaging in fraudulent activities.

• Infringing on intellectual property rights of others.

• Attempting to gain unauthorized access to any portion of the platform or another user's account.

• Misusing the platform to collect personal data from others without their consent.

Informanos reserves the right to suspend or terminate accounts that violate this policy.

5. Data Ownership and Use

• Client Data: You retain ownership of the feedback data and other content you submit via the Platform. Informanos will not share, sell, or use your data for any purposes outside of providing the services agreed upon unless otherwise outlined in our Privacy Policy.

• License to Use Data: By submitting data through the Platform, you grant Informanos a limited, non-exclusive, and revocable right to use, process, and analyze your data for the sole purpose of delivering the feedback services outlined in this Agreement.

• Data Security: Informanos will employ commercially reasonable measures to ensure the security of all user data in accordance with applicable laws and regulations. However, you acknowledge that no transmission over the internet is entirely secure.

6. Data Backup and Retention

• Informanos will retain feedback data for [X] years. While Informanos will perform regular backups of the data, users are responsible for maintaining their own backup copies of any data submitted to the platform.

• Informanos shall not be liable for any data loss caused by events outside its control, such as force majeure events, cyberattacks, or hardware failures.

7. Changes to Services

Informanos reserves the right to modify, update, or discontinue the Platform or any part of it, with or without prior notice. Users will be notified of any material changes that significantly impact service delivery.

Any changes that require consent (such as significant alterations to pricing or data usage) will prompt users to review and agree to the updated terms before continuing use.

8. Data Processing Agreement (DPA)

Informanos processes personal data in accordance with applicable data protection laws, including GDPR for EU residents and CCPA for California residents. Our Data Processing Agreement outlines how we handle personal data, the rights of data subjects, and the obligations of both Informanos and the Client in protecting such data.

The Client is responsible for obtaining necessary consents from individuals whose data is collected via the Platform, ensuring compliance with data protection laws applicable to their region.

9. User-Generated Content

Users are solely responsible for the content they upload or submit to the Platform, including feedback and comments. Informanos does not verify or endorse user-generated content and is not liable for any issues arising from such content, including:

• Infringement of third-party intellectual property rights.

• Defamation or harmful statements.

• Breach of confidentiality agreements by the user.

Users are encouraged to ensure that the content they upload complies with all legal and contractual obligations.

10. Anonymity of Feedback

Informanos ensures the anonymity of individuals providing feedback through the Platform. Identifiable information is not shared with the feedback recipient unless explicitly requested by the Client.

This protection is essential to fostering honest and constructive feedback and ensuring data privacy across all users.

11. Termination

• Termination by Client: You may terminate your use of the Platform at any time by providing written notice to Informanos. Termination will not affect your obligation to pay for services rendered up until the termination date.

• Termination by Informanos: Informanos may terminate your account or access to the Platform immediately if you breach this Agreement or if required to comply with legal obligations.

• Effect of Termination: Upon termination, all access to the Platform will be revoked, and any unpaid balances will be immediately due.

12. Disclaimer of Warranties

Informanos provides the Platform "as is" and disclaims any warranties of any kind, either express or implied, including any implied warranties of merchantability or fitness for a particular purpose. Informanos does not guarantee that the Platform will be error-free, secure, or uninterrupted.

13. Limitation of Liability

• Exclusion of Damages: In no event will Informanos be liable for any indirect, incidental, special, consequential, or punitive damages, even if informed of the possibility of such damages.

• Total Liability: Informanos’ total liability under this Agreement, whether in contract or tort, shall not exceed the total amount paid by the Client for the use of the Platform during the twelve (12) months prior to the event giving rise to the claim.

14. Indemnification

The Client agrees to indemnify and hold harmless Informanos from and against any and all claims, liabilities, damages, losses, or expenses, including legal fees, arising out of the Client's use of the Platform, violation of this Agreement, or infringement of third-party rights.

15. Dispute Escalation Process

Before proceeding to arbitration, both parties agree to attempt resolution through good faith negotiations. If the dispute cannot be resolved through negotiations, the parties shall engage in mediation with a neutral third-party mediator to resolve the issue. If mediation fails, the parties may submit the dispute to binding arbitration as outlined below.

16. Governing Law and Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the province of Ontario, Canada, without regard to conflict of laws principles. Any disputes arising under this Agreement shall first be attempted to be resolved amicably between the parties. If unresolved, disputes shall be submitted to binding arbitration in Ontario.

Contact Information:

Informanos Analytics & Artificial Intelligence Inc.

1157 Escala Crescent,
Kingston, Ontario, K7P 0H6
Canada
Email: privacy@informanos.com