Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and TrueNorth Data Inc. ("TrueNorth Data," "we," "us," or "our") governing your access to and use of the TrueNorth Data secure virtual data room platform, including any associated websites, applications, and services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Service.

If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "your" will refer to that organization.

2. Description of Service

TrueNorth Data provides a secure virtual data room platform. The Service enables organizations to:

• Create and manage secure data rooms for document sharing and collaboration
• Upload, store, and organize confidential documents
• Control access through granular permissions and role-based access control
• Track document activity through comprehensive audit logging
• Utilize AI document analysis features (where enabled)
• Collaborate securely with internal and external parties

Documents and the primary database are hosted in Canada (Montréal, Quebec). Some sub-processors, such as our transactional email provider, operate outside Canada; they are listed in our Privacy Policy.

3. Account Registration and Security

3.1 Account Creation

To use the Service, you must register for an account by providing accurate, current, and complete information. You agree to maintain and promptly update your account information to keep it accurate and complete.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• Enabling and maintaining multi-factor authentication (MFA) as required
• All activities that occur under your account
• Immediately notifying us of any unauthorized use of your account

3.3 Password Requirements

Passwords must meet our security requirements, including minimum length and complexity standards. You must change your password periodically as required by the Service or your organization's security policies.

4. Acceptable Use

4.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms. The Service is intended for business and professional use in connection with legitimate document management, due diligence, and secure collaboration activities.

4.2 Prohibited Conduct

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws
• Upload, store, or transmit any content that infringes intellectual property rights
• Upload malware, viruses, or other malicious code
• Attempt to gain unauthorized access to the Service or other users' accounts
• Interfere with or disrupt the Service or its underlying infrastructure
• Circumvent, disable, or interfere with security features of the Service
• Use the Service to store or process classified information, or information designated Protected B or Protected C, without prior written authorization
• Share your account credentials with others or allow others to access your account
• Use automated systems or software to extract data from the Service (scraping)
• Resell, sublicense, or provide access to the Service to third parties without authorization

5. Your Content

5.1 Ownership

You retain all ownership rights in the documents, files, and other content you upload to the Service ("Your Content"). TrueNorth Data does not claim ownership of Your Content.

5.2 License Grant

By uploading Your Content to the Service, you grant TrueNorth Data a limited, non-exclusive license to store, process, and display Your Content solely as necessary to provide the Service to you and other authorized users. This license terminates when you delete Your Content or close your account, subject to any retention requirements.

5.3 Responsibility for Content

You are solely responsible for Your Content and represent that you have all necessary rights to upload and share it. TrueNorth Data does not review, screen, or approve Your Content and is not responsible for its accuracy, legality, or appropriateness.

6. Confidentiality

TrueNorth Data acknowledges that Your Content may contain confidential and proprietary information. We agree to:

• Maintain the confidentiality of Your Content using industry-standard security measures
• Not access Your Content except as necessary to provide the Service, respond to support requests, or comply with law
• Not disclose Your Content to third parties except as permitted in our Privacy Policy or with your consent
• Ensure that our employees and contractors who may access Your Content are bound by confidentiality obligations

7. AI Features

The Service may include optional AI features for document analysis, summarization, search, and other functions. By using these features, you acknowledge and agree that:

• AI processing, when enabled, uses Google Vertex AI in the northamerica-northeast1 (Montréal) region
• AI outputs are provided for informational purposes and should be verified by qualified professionals before reliance
• TrueNorth Data does not guarantee the accuracy, completeness, or suitability of AI-generated content
• TrueNorth Data does not use your documents to train AI models. Copilot sends content to Google Cloud Vertex AI, which processes it under Google Cloud's terms for customer data.
• AI feature usage is logged for audit and compliance purposes
• Your organization administrator may enable or disable AI features

8. Subscription and Payment

8.1 Subscription Plans

Access to the Service requires a paid subscription. Subscription plans, features, and pricing are described on our website and may be updated from time to time.

8.2 Payment Terms

Subscription fees are billed in advance on a monthly or annual basis, as selected. You authorize us to charge your designated payment method for all applicable fees. All fees are in Canadian dollars unless otherwise specified.

8.3 Taxes

Fees are exclusive of applicable taxes, including GST/HST and provincial sales taxes. You are responsible for all applicable taxes.

8.4 Refunds

Subscription fees are non-refundable except as required by applicable law or as expressly stated in these Terms or your subscription agreement.

9. Intellectual Property

9.1 TrueNorth Data Property

The Service, including its design, features, functionality, and underlying technology, is owned by TrueNorth Data and protected by copyright, trademark, and other intellectual property laws. You receive no ownership rights in the Service.

9.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Service for your internal business purposes during your subscription period.

9.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, worldwide, royalty-free license to use such feedback for any purpose without obligation to you.

10. Service Availability and Support

10.1 Service Level

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. Scheduled maintenance will be communicated in advance when possible.

10.2 Support

Technical support is provided according to your subscription plan. Support is available during business hours (Eastern Time) unless otherwise specified in your subscription agreement.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TRUENORTH DATA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. YOU USE THE SERVICE AT YOUR OWN RISK.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRUENORTH DATA, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE
• ANY CONTENT OBTAINED FROM THE SERVICE
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT

IN NO EVENT SHALL TRUENORTH DATA'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT YOU PAID TO TRUENORTH DATA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless TrueNorth Data and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with your access to or use of the Service, Your Content, or your violation of these Terms.

14. Term and Termination

14.1 Term

These Terms remain in effect while you use the Service.

14.2 Termination by You

You may terminate your account at any time by contacting us or using the account closure feature in the Service. Termination does not entitle you to a refund of prepaid fees.

14.3 Termination by TrueNorth Data

We may suspend or terminate your access to the Service immediately, without prior notice, if you breach these Terms, fail to pay fees when due, or if we are required to do so by law.

14.4 Effect of Termination

Upon termination, your right to use the Service ceases immediately. You may request export of Your Content within 30 days of termination, after which it may be deleted. Provisions that by their nature should survive termination shall survive, including ownership, warranty disclaimers, indemnity, and limitations of liability.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

15.2 Jurisdiction

You agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada for resolution of any disputes arising out of or relating to these Terms or the Service.

15.3 Alternative Dispute Resolution

Before initiating litigation, the parties agree to attempt to resolve disputes through good faith negotiation for a period of at least 30 days.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable subscription agreement, constitute the entire agreement between you and TrueNorth Data regarding the Service.

16.2 Amendments

We may modify these Terms at any time by posting the revised Terms on the Service. Material changes will be communicated via email or through the Service. Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms.

16.3 Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

16.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

16.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

17. Contact Information

If you have questions about these Terms, please contact us: