Customer Terms of Use

1. Interpretation and Incorporated Documents

1.1 Defined Terms. Capitalized terms used in these Terms have the meanings given in Appendix A (Definitions) to these Terms (the “Definitions”), which forms part of the Agreement. Additional terms may be defined in these Terms or in an Order Form or SOW.

1.2 Incorporated Documents. The Agreement includes the following documents, each incorporated by reference (as each may be updated in accordance with the Agreement): the Definitions; Jevy’s Security Policies at https://www.getjevy.com/security; and the Subprocessor List at https://www.getjevy.com/security/subprocessors.

1.3 Order of Precedence. If there is a conflict, the following order of precedence applies: (a) the applicable Order Form or SOW (but only for that order and only where it expressly identifies the provision it overrides); (b) these Terms; and (c) the other Incorporated Documents.

2. The Service, Subscription and Access

2.1 The Service. The Service is a hosted, multi-tenant software-as-a-service platform that ingests Customer Data (including chat-log data that Customer makes available), analyzes it for trends and insights, and presents results and other Outputs, together with the related Documentation. Jevy provides the Service as described in the applicable Order Form or SOW and the Documentation.

2.2 Authorized Users and Affiliates. Customer may permit its and its Affiliates’ Authorized Users to use the Service under Customer’s account. Credentials may not be shared between individuals but may be reassigned to replacement personnel. Customer is responsible for all use of the Service under its account and credentials, and for the acts and omissions of its Authorized Users and Affiliates as if they were Customer’s own, including compliance with the Agreement. Customer remains responsible for the obligations of any Affiliate that uses the Service.

2.3 Account Administration and Security. Customer is responsible for configuring and administering its account, managing user access, permissions and credentials, and the actions taken by its administrators and Authorized Users. Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Service and will promptly notify Jevy of any suspected or actual unauthorized access or other security incident affecting its account.

2.4 Changes to the Service. Jevy may modify, enhance or discontinue features of the Service from time to time. Jevy will not materially reduce the core functionality of the Service for which Customer has paid during the then-current subscription term, and will use commercially reasonable efforts to notify Customer of a material change to the Service.

2.5 Third-Party Services. The Service may interoperate with third-party products, services or integrations selected by Customer. Jevy is not responsible for, and does not warrant, any third-party product or service, and Customer’s use of it is governed by the applicable third party’s terms. Customer is responsible for obtaining and maintaining the third-party licences, subscriptions and entitlements required for its chosen integrations.

2.6 Beta and Evaluation Features. Jevy may make beta, trial, evaluation or preview features available. These features are provided “as is”, may be changed or withdrawn at any time, are excluded from any service level or support commitment, and are not covered by the warranties or indemnities in the Agreement. Customer uses them at its own risk.

2.7 Hosting; On-Site Deployment. The standard Service is hosted and operated by Jevy. Jevy may agree, in its discretion, to provide an on-site or customer-hosted deployment of the Service, but only where that deployment is expressly identified and agreed in an applicable Order Form or SOW. Where the parties so agree, the terms for that deployment set out in that Order Form or SOW will apply to the on-site deployment and will prevail over inconsistent provisions of these Terms to the extent of the inconsistency and only for that deployment.

3. Acceptable Use

3.1 Acceptable Use. Customer will use the Service in accordance with the Agreement and the Documentation. Except as expressly agreed in writing by Jevy, Customer will not, and will not permit any Authorized User or other person to:

• modify, translate, reverse engineer, decompile, disassemble, decrypt or otherwise attempt to derive the source code or human-readable form of the Service;
• create adaptations, translations or derivative works based on the Service;
• conduct benchmark tests of all or any part of the Service;
• circumvent any user limits or other use restrictions built into the Service;
• remove any proprietary notices, ownership labels, legends or marks from the Service or any Jevy technology;
• interfere with, disrupt, damage or access without authorization the servers, networks, connections, records or other assets, tools or services of Jevy or any third party Jevy uses to provide the Service;
• access or use the Service in any sanctioned country or territory, or use any feature of the Service where that feature is prohibited or restricted;
• access the Service to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Service;
• input malicious prompts into the Service (including any generative AI features) or otherwise attempt to cause the Service to (i) generate harmful, inaccurate, illegal or offensive content, (ii) reveal confidential or personal information, or (iii) reveal or abandon its programmed instructions;
• use any generative artificial intelligence features of the Service to generate (i) medical, legal, financial or other professional advice, (ii) content that may have biased or unfair impacts on individuals, (iii) a decision about an individual that may materially affect their rights or their mental, physical, financial or emotional well-being, or (iv) any automated decision about an individual without that individual’s consent;
• make any misleading claim or suggestion that content generated by generative AI features was created by a human;
• use the Service for any activity where its use or failure could result in death, personal injury or severe physical or environmental damage, including the operation of nuclear facilities, air traffic control systems, life support systems or other mission-critical applications; or
• use the Service in a manner that: (i) infringes or violates the intellectual property rights or other rights of Jevy or any third party; (ii) violates any law or regulation, including applicable export control laws; (iii) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene or otherwise objectionable; (iv) attempts to determine or monitor the location of any individual; or (v) violates the security of any computer network, cracks any passwords or security encryption codes, runs any auto-responder or spam, runs any process while Customer is not logged in, or otherwise interferes with the proper working of the Service (including by placing an unreasonable load on its infrastructure).

3.2 Suspension. Jevy may suspend Customer’s or any Authorized User’s access to the Service, in whole or in part, where: (a) Customer’s use breaches Sections 2, 3.1 or 6.2; (b) suspension is reasonably necessary to address a security, legal or operational risk, including a risk to the Service or other customers; or (c) Fees are more than thirty (30) days overdue. Jevy will use commercially reasonable efforts to give notice and to limit the scope and duration of any suspension, and will restore access once the cause is resolved. Suspension does not relieve Customer of its payment obligations.

4. Customer Data, Chat Logs and Personal Information

4.1 Responsibility for Customer Data. As between the parties, Customer is solely responsible for the Customer Data it or its Authorized Users submit, upload, transmit or otherwise make available to the Service, including for: (a) deciding which chat logs and other data are provided to the Service; (b) the legality, accuracy, quality and integrity of that data; (c) providing all required notices and obtaining and maintaining all consents, permissions and lawful authority necessary for Jevy and its Subprocessors to process it as contemplated by the Agreement; (d) ensuring that its collection, disclosure and use of the data, and its instructions to Jevy, comply with applicable privacy, employment, communications-monitoring and other laws; and (e) configuring and using the Service appropriately for its intended purposes.

4.2 Individual Consents. Jevy does not assume responsibility for obtaining consents from, or providing notices to, the individuals whose communications or Personal Information are contained in the Customer Data. Obtaining those consents and providing those notices is Customer’s responsibility.

4.3 Sensitive Data. Customer will not submit to the Service any sensitive, special-category, regulated or otherwise high-risk data including payment card, banking or personal health information (including information subject to HIPAA or Canadian provincial health privacy laws), government identifiers or children’s information unless expressly permitted by the Agreement or agreed in writing by Jevy. Customer is responsible for any such data it submits in breach of this Section.

4.4 Reliance on Instructions. Jevy may rely on the instructions, configurations and authorizations given by Customer and its Authorized Users, and is not required to independently assess the legality of Customer’s data practices or intended uses, except to the extent required by applicable law.

5. Fees and Payment

5.1 Fees. Customer will pay the fees set out in the applicable Order Form or SOW (“Fees”). Fees for a renewal term are Jevy’s then-current list prices unless the Order Form or SOW provides otherwise.

5.2 Invoicing. Unless the Order Form or SOW states otherwise, Fees are invoiced monthly in advance and are payable within thirty (30) days of the invoice date.

5.3 Late Payment. Undisputed amounts not paid when due bear interest at 1% per month (12% per annum) from the due date until paid. Customer will not set off or withhold amounts other than a portion disputed in good faith and identified in writing before the due date.

5.4 Taxes. Fees are exclusive of all sales, use, value-added, goods and services, harmonized and similar taxes, which Customer will pay, other than taxes on Jevy’s income.

5.5 No Refunds. Except as expressly provided in the Agreement, Fees are non-refundable and prepaid Fees are not refundable for unused periods or reduced usage.

6. Intellectual Property

6.1 Jevy IP. Jevy and its licensors own all right, title and interest, including all intellectual property rights, in and to the Application and all methodologies, models, prompts, code, know-how, templates and tools used to provide it, together with all modifications, enhancements and derivative works, including any developed at Customer’s request or with Customer’s input.

6.2 Access Licence. Subject to the Agreement and payment of Fees, Jevy grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service for Customer’s internal business purposes, in accordance with the Documentation, the applicable Order Form or SOW and any applicable usage limits. The right granted is a licence to access the Service as hosted by Jevy and does not include any right to receive, possess or install the software underlying the Service, except as expressly agreed in an Order Form or SOW for an on-site deployment under Section 2.7.

6.3 Reservation of Rights. The Service is licensed, not sold. Without limiting Section 6.1, as between the parties, Jevy and its licensors own all right, title and interest, including all intellectual property rights, in and to the Service, the Application, the Documentation, the underlying platform and software, Usage and Improvement Data and Feedback, and all improvements, modifications and derivative works of any of them, whoever creates them. All rights not expressly granted in the Agreement are reserved by Jevy and its licensors, and no rights are granted by implication, estoppel or otherwise.

6.4 Customer Data and Outputs. As between the parties, Customer owns all right, title and interest in Customer Data and Outputs, excluding any Jevy IP incorporated in Outputs. Customer grants Jevy a limited, non-exclusive licence to use Customer Data solely to provide, support, secure and maintain the Application for Customer. Outputs may incorporate or reflect Jevy IP, including insights, structures, formats, templates, classifications and analytical frameworks generated by or embedded in the Application (“Incorporated Jevy IP”). Jevy retains all right, title and interest in Incorporated Jevy IP. Subject to the Agreement and payment of Fees, Jevy grants Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to use Incorporated Jevy IP solely as part of the Outputs in which it is incorporated and for Customer’s internal business purposes as permitted by the Agreement.

6.5 Usage and Improvement Data. Jevy may collect and use Usage and Improvement Data, and may anonymize and aggregate it, to operate, secure, support and improve the Application. Usage and Improvement Data is not Customer Data. Jevy will not use Customer Data to train, fine-tune or otherwise improve any artificial intelligence or machine learning model made available to any third party or other customer, and will not permit its model providers to do so.

6.6 Feedback. If Customer provides suggestions or feedback about the Application (“Feedback”), Jevy may use such Feedback without restriction, attribution or compensation. Customer will not include any third-party confidential information in Feedback, unless agreed otherwise in a SOW. Customer assigns to Jevy any rights it may have in Feedback and waives, and will cause its Authorized Users to waive, any moral rights in it.

6.7 Customer Warranty. Customer represents and warrants that it has, and will maintain, all rights, power, consents, permissions and lawful authority necessary to grant the licences granted in the Agreement and to provide Customer Data (including any Personal Information) to Jevy and to authorize Jevy and its Subprocessors to process that data to provide, secure, support and improve the Service as permitted by the Agreement, and that providing Customer Data to the Application and having it processed as contemplated by the Agreement will not infringe, violate or misappropriate any third-party right or breach applicable law. Customer is solely responsible for obtaining all rights, consents and permissions from, and making all disclosures to, Authorized Users and other individuals as required by applicable law (including disclosing in its privacy notices its use of the Application and of artificial intelligence to process Customer Data) for: (a) Customer’s use of Customer Data with the Application; and (b) Jevy to perform its obligations under the Agreement, including to collect, store, access and otherwise process Customer Data and Personal Information.

7. Confidentiality and Data Protection

7.1 Confidential Information. Each party (the “Recipient”) will use the non-public information disclosed by the other party (the “Discloser”) in connection with the Agreement that is marked or reasonably understood to be confidential (“Confidential Information”) only to perform its obligations or exercise its rights under the Agreement, will protect it using at least reasonable care, and will disclose it only to its personnel, Affiliates, advisors and subcontractors who need it and are bound by comparable obligations. Jevy’s Confidential Information includes the Application, the Documentation, Jevy’s pricing and the terms of each Order Form and SOW. These obligations do not apply to information that is or becomes public without fault of the Recipient, was lawfully known to the Recipient before disclosure, is independently developed by the Recipient, or is lawfully received from a third party without restriction. The Recipient may disclose Confidential Information where required by law, after giving the Discloser notice where legally permitted.

7.2 Return or Deletion. On termination or expiry, or on the Discloser’s request, the Recipient will return or delete the Discloser’s Confidential Information, except for copies retained as required by law or held in routine backups, which remain subject to this Section 7. This Section 7 does not limit Customer’s obligations under Sections 2, 4 and 6 with respect to the Application and Jevy’s intellectual property.

7.3 Personal Information. Each party will comply with applicable privacy laws. Customer is the organization responsible for, and is responsible for providing all notices and obtaining all consents required for, Personal Information processed through the Application. Where Jevy processes Personal Information on Customer’s behalf, it does so as a service provider in accordance with Customer’s instructions and these Terms.

7.4 Security. Jevy will maintain commercially reasonable administrative, technical and physical safeguards appropriate to its role in providing the Application, as further described in the Security Policies. Customer remains responsible for the security of its account under Section 2.3 and for the security of the Customer Environment.

8. Warranties and Disclaimers

8.1 Mutual. Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has all requisite power, authority and approvals to enter into and perform the Agreement; and (c) its entry into and performance of the Agreement have been duly authorized by it and any necessary third parties.

8.2 Jevy Warranty. Jevy warrants that it will perform its obligations in a good and workmanlike manner consistent with industry standards applicable to providers of similar software and otherwise in accordance with the Agreement.

8.3 AI Disclaimer. Without limiting Section 8.4, certain features of the Application use artificial intelligence and machine learning, including for automated workflows, natural language processing and content generation. Customer acknowledges that: (a) Outputs may not be unique to Customer and are not guaranteed to be accurate, complete, non-infringing or free of offensive or unauthorized content; and (b) AI systems have inherent limitations relating to their dependence on training data, the way they are used and prompted, and their accuracy, including the possibility of fabricated results (hallucinations). The Application is not a substitute for qualified professionals or professional judgment. Customer will exercise its own judgment, take steps to verify the accuracy of Outputs, maintain sufficient human oversight, and is responsible for all decisions it makes in reliance on Outputs.

8.4 General Disclaimer. Jevy does not warrant that the Application will be uninterrupted or error-free, that all errors can or will be corrected, or that the Application will meet Customer’s requirements or produce any particular result. Except as expressly stated in the Agreement, the Application and any other products or services provided by Jevy are provided “as is” and “as available”. To the maximum extent permitted by law, Jevy disclaims all other representations, warranties and conditions, express, implied or statutory, including implied warranties or conditions of merchantability, merchantable quality, compatibility, title, non-infringement, security, reliability, completeness, quiet enjoyment, accuracy, quality, integration and fitness for a particular purpose, and any arising from course of dealing or usage of trade. Without limiting the foregoing, Jevy makes no representation, warranty or condition that any data or information provided to Customer, including Outputs, is accurate or can or should be relied on for any purpose.

9. Indemnification

9.1 By Customer. Customer will defend, indemnify and hold harmless Jevy and its Affiliates, officers, directors, employees and representatives from and against any claim, complaint, demand, investigation, action or proceeding by a third party (including a regulator) arising from or relating to: (a) Customer Data, including any claim that it infringes the intellectual property, privacy or other rights of a third party; (b) Customer’s or its Authorized Users’ breach of Sections 3, 4, 6.2 or 6.7, or other use of the Application in breach of the Agreement; (c) the Customer Environment; (d) Customer’s breach of applicable law; or (e) the collection, storage, access or other processing of Customer Data (including Personal Information) by Jevy or its Subprocessors in accordance with the Agreement or Customer’s instructions, and will pay all resulting losses, damages, administrative monetary penalties, settlement payments, costs and reasonable legal fees finally awarded or agreed in settlement.

9.2 Conditions. The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement, and provide reasonable cooperation at the indemnifying party’s expense. No settlement may admit fault or impose a non-monetary obligation on the indemnified party without its consent. These indemnities are the indemnified party’s sole and exclusive remedy for the claims they cover.

10. Limitation of Liability

10.1 Excluded Damages. Neither party is liable for indirect, incidental, consequential, special, exemplary or punitive damages, or for lost profits, lost revenue, lost or corrupted data, loss of anticipated savings, loss of goodwill or lost business opportunity, whether in contract, tort (including negligence) or otherwise, even if advised of the possibility.

10.2 Liability Cap. Jevy’s total aggregate liability arising out of or relating to the Agreement, whether in contract, tort (including negligence) or otherwise, will not exceed the Fees paid by Customer to Jevy under the Agreement in the six (6) months immediately preceding the event giving rise to the claim. This Section 10.2 limits Jevy’s liability only and does not limit Customer’s liability, including its payment and indemnification obligations.

11. Term and Termination

11.1 Term. The Agreement begins at the start of the initial term of the first Order Form or SOW and continues until all Order Forms and SOWs have expired or been terminated (the “Term”). Each Order Form or SOW will set out its initial term and any renewal term. Unless the Order Form or SOW states otherwise, each Order Form and SOW renews automatically for successive one (1) year terms unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.

11.2 Termination for Cause. Either party may terminate the Agreement or an affected SOW immediately on written notice if the other party: (a) materially breaches the Agreement and fails to cure the breach within thirty (30) days after written notice; (b) materially breaches the Agreement and the breach cannot be cured; (c) repeatedly breaches the Agreement after written notice that a further breach will result in termination; (d) becomes bankrupt or insolvent, makes an assignment or arrangement for the benefit of its creditors, goes into liquidation (other than for a solvent reorganization or amalgamation), has a receiver, trustee or similar officer appointed over a substantial part of its assets, or undergoes any equivalent event in any jurisdiction; or (e) is unable, because of an event described in Section 13.4, to perform a material portion of its obligations for a continuous period of at least sixty (60) days.

11.3 Effect of Termination. On termination or expiry: (a) all licences granted to Customer end, and Customer will cease all use of the Application, remove it from the Customer Environment and, on request, certify that it has done so; (b) Customer remains liable for Fees accrued to the effective date of termination, and termination does not affect any other accrued rights or liabilities of either party; (c) each party will return or delete the other’s Confidential Information in accordance with Section 7.2 and, on request, certify that it has done so, except that copies held in automatic backup or archival systems need not be deleted and remain subject to the Agreement for as long as they are retained; and (d) to the extent Jevy holds any Customer Data outside the Customer Environment, Jevy will retain it for a reasonable period (or as required by law) to allow Customer to request its export, and will then delete it.

11.4 Survival. Sections 1, 6, 7, 8.4, 9, 10, 11.3, 11.4, 12 and 13 survive termination or expiry, along with any accrued rights and payment obligations.

12. Governing Law and Disputes

12.1 Governing Law. The Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the International Sales Conventions Act (Ontario) do not apply.

12.2 Jurisdiction. The parties attorn to the exclusive jurisdiction of the courts of Ontario sitting in Toronto, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

12.3 Escalation. Before commencing proceedings (other than for injunctive relief or collection of Fees), the parties will have their senior business representatives attempt in good faith to resolve the dispute within fifteen (15) business days of written notice.

13. General

13.1 Independent Contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship.

13.2 Subcontractors and Subprocessors. Jevy may engage subcontractors and Subprocessors to perform its obligations and remains responsible for their performance. Jevy’s current Subprocessors are listed on the Subprocessor List.

13.3 Assignment. Neither party may assign the Agreement without the other’s prior written consent, except that Jevy may assign the Agreement in its entirety, without consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its shares or assets. Any other purported assignment is void. Subject to the foregoing, the Agreement binds and benefits the parties and their respective successors and permitted assigns.

13.4 Force Majeure. Except for payment obligations, neither party is liable for any delay or failure to perform caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, government action, utility or telecommunications failure, internet or third-party platform outage, labour disruption, or cyberattack not caused by that party’s failure to maintain reasonable safeguards. If the event continues for more than sixty (60) days, either party may terminate the affected SOW without liability.

13.5 Publicity. Jevy may identify Customer as a customer by name and logo in its marketing materials, subject to Customer’s reasonable branding requirements and withdrawal of consent on written notice.

13.6 Notices. Notices must be in writing and are effective on delivery by hand, courier, or email to the addresses in the SOW.

13.7 Amendment and Waiver. The Agreement may be amended only in writing signed by both parties, except that Jevy may update these Terms on thirty (30) days’ notice effective at the start of Customer’s next renewal term. No failure or delay in exercising a right operates as a waiver.

13.8 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder of the Agreement will continue in full force.

13.9 Entire Agreement; Precedence. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions, representations and purchase-order terms. In the event of conflict, these Terms prevail over a SOW, except where the SOW expressly identifies the provision of these Terms it is intended to override, and then only for that SOW.

13.10 Language. The parties have expressly required that the Agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente convention et tous les documents qui s’y rattachent soient rédigés en anglais.

Agreed by the parties as of the date of the applicable SOW.

Appendix A — Definitions

These Definitions form part of these Terms and of each Agreement. If a capitalized term is not defined here, it has the meaning given in the document in which it appears.

A.1 “Affiliate”

means an entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than 50% of the voting interests.

A.2 “Application”

means Jevy’s proprietary software-as-a-service application, together with its documentation, models, tools, prompts, templates, updates and related components made available under a SOW.

A.3 “Authorized User”

means an employee or contractor of Customer or its Affiliates whom Customer permits to access the Application.

A.4 “Customer Data”

means data, content and materials that Customer or its Authorized Users provide to, or process through, the Application, including Outputs.

A.5 “Customer Environment”

means the systems, cloud tenancy, networks, accounts and third-party tooling controlled by Customer in which the Application is deployed or with which it integrates.

A.6 “Documentation”

means the user guides, help materials and technical and functional descriptions of the Service that Jevy makes available to Customer, as updated from time to time.

A.7 “Jevy IP”

means the Service, the Application, the Documentation, Usage and Improvement Data, Feedback, and all methodologies, models, prompts, code, know-how, templates and tools used to provide the Service, together with all improvements, modifications and derivative works of any of them.

A.8 “Order Form”

means an ordering document executed or accepted by the parties that references these Terms and specifies the Service ordered, usage limits, Fees and subscription term.

A.9 “Outputs”

means the results, reports, insights and other content generated by or through the Service from Customer Data, including processing performed by Jevy’s back-end systems and its Subprocessors.

A.10 “Personal Information”

has the meaning given under the Personal Information Protection and Electronic Documents Act (Canada) and other applicable privacy laws.

A.11 “Service”

means Jevy’s hosted software-as-a-service platform, including the Application and the Documentation, as made available to Customer under an Order Form or SOW.

A.12 “SOW”

means a statement of work executed by the parties that references these Terms and specifies the Application order, the Customer Environment, usage limits, Fees, term and notice contacts.

A.13 “Subprocessor”

means a third party engaged by Jevy that processes Customer Data in connection with the Service, as identified on the Subprocessor List.

A.14 “Subprocessor List”

means the list of Jevy’s Subprocessors available at https://www.getjevy.com/security/subprocessors, as updated from time to time.

A.15 “Usage and Improvement Data”

means technical, usage and performance data relating to the operation of the Application, including such data as anonymized and aggregated so that it does not identify Customer, any Authorized User or any individual, but excluding Customer Data.