valueIQ Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of the cloud services, software, applications, and related offerings (collectively, the "Services") provided by valueIQ Technologies Inc. ("valueIQ," "we," "us"), a corporation incorporated under the laws of British Columbia, Canada. By accessing or using the Services, you agree to be bound by these Terms. If you're accepting on behalf of an organization, you confirm you're authorized to bind that organization, and "you" refers to that organization.

If your organization has signed a separate Order Form or master agreement referencing these Terms, Section 16.1 explains how the two work together.

2. Definitions

A handful of terms are used throughout this document and defined here. Everything else is defined once, in bold, where it's first used.

1. 2.1 "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means owning more than 50% of the voting interests.
2. 2.2 "Data Protection Laws" means the data protection and privacy laws applicable to the processing of Personal Data under these Terms, including as further defined in the DPA.
3. 2.3 "Documentation" means valueIQ's user and technical documentation for the Services, as updated from time to time.
4. 2.4 "Fees" means the subscription and other charges payable for the Services, as shown at checkout, in your Account, or in an Order Form.
5. 2.5 "Order Form" means a signed ordering document that references these Terms and sets out negotiated commercial terms for an account.
6. 2.6 "Personal Data" has the meaning given in the DPA or, if none is in place, in applicable Data Protection Laws.
7. 2.7 "User" means an individual you authorize to use the Services under your Account.

3. Eligibility, Accounts, and Access

1. 3.1 License Grant. Subject to your compliance with these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes.
2. 3.2 Eligibility. You must be at least 18 and able to form a binding contract. The Services are intended for business use.
3. 3.3 User Accounts. Create an Account with accurate, current information. You're responsible for everything that happens under it and for keeping your login credentials confidential — notify us promptly at security@valueiq.ai of any compromise or unauthorized use. You can invite Users to your Account and you're responsible for their compliance with these Terms and the Acceptable Use Policy. Login credentials are personal to each User.

4. Fees, Billing, and Payment

1. 4.1 Plans and Fees. The Services are offered on the plans at https://www.valueiq.ai/value-sales-pricing (or your Order Form), which sets out each plan's Fees, included Credits — the usage allowance consumed as you and your Users take actions in the Services — and features. As of this draft: a Free plan at no charge, no payment method required; Professional and Teams, billed monthly by credit card; and Enterprise, custom-priced, available only under an Order Form and typically invoiced annually. If you're on an Order Form, it governs billing over this Section 4 where the two conflict.
2. 4.2 Payment Method. On a paid self-serve plan, you authorize us — or our payment processor, Stripe — to charge your card or payment method on file when Fees are due; we don't store your full card number. Self-serve subscriptions renew monthly and automatically until you cancel under Section 5, and you authorize each renewal charge without further confirmation.
3. 4.3 Credits. Each plan includes a monthly Credit allowance, consumed at the rates on the pricing page. Unused Credits roll over one additional month, then expire; you can buy top-ups where offered. Credits are non-refundable, including on cancellation or downgrade, except as Section 4.4 or the law requires.
4. 4.4 Refunds and Payment Disputes. Fees are otherwise non-refundable except as these Terms state or the law requires — email billing@valueiq.ai within 30 days if you think you were charged in error. If a payment fails, we'll retry and notify you; after 7 days of failure we may suspend your Account until you pay, without releasing you from the obligation to pay.
5. 4.5 Price Changes. We can change prices. For an active self-serve subscription, a change takes effect at your next renewal with at least 30 days' notice; if you don't agree, cancel first under Section 5.1. Enterprise accounts follow their Order Form instead.
6. 4.6 Exceeding Limits. Over your plan's Credits or other limits (like Teams seats)? We may ask you to top up, upgrade, or pay overage at our current rates.
7. 4.7 Taxes. Fees exclude tax. You're responsible for sales, use, GST/HST, VAT, and similar taxes on your purchase — not taxes on our income.

5. Term, Cancellation, and Suspension

1. 5.1 Cancellation by You. Cancel anytime from Account settings or by emailing billing@valueiq.ai. It takes effect at the end of your current billing period — you keep access, and won't be charged again, after that. No refund for the current period beyond Sections 4.4 and 4.5.
2. 5.2 Termination for Breach. Either of us may terminate immediately for the other's material breach not cured within 30 days of written notice, or for insolvency, dissolution, or a bankruptcy proceeding not dismissed within 60 days.
3. 5.3 Suspension. We may suspend your access: (a) Immediately, for a payment failure under Section 4.4, if the law requires it, or as the Acceptable Use Policy's own suspension provisions permit; (b) On 30 days' notice, for any other material breach of these Terms you don't cure in that time. (An Acceptable Use Policy breach follows that Policy's own, faster cure period instead.)
4. 5.4 Effect of Termination. Your access ends. For 30 days after, you can request access to your Customer Content by emailing support@valueiq.ai. After 30 days, we delete it from production systems and from backups on our normal rotation. You still owe Fees accrued before termination.
5. 5.5 Survival. Sections 1, 2, 4.3, 4.4, 4.7, 8.2, 9.4, 9.5, 9.6, 10, 11, 12.5, 13, 14, 15, and 16 survive termination.

6. Service Availability and Support

1. 6.1 Availability. The Services are provided "as available." We don't guarantee uninterrupted or error-free operation — Section 13 covers what we do and don't warrant about uptime.
2. 6.2 Support. Reach us at support@valueiq.ai during business hours. If your Order Form commits to specific service levels or response times, that governs instead of this Section 6.

7. Acceptable Use

1. 7.1 Acceptable Use Policy. Your use of the Services — and any User's or Connected AI Assistant's — must follow the Acceptable Use Policy, incorporated here by reference: https://www.valueiq.ai/acceptable-use. It covers prohibited content and conduct, agentic-AI-specific restrictions (circumventing guardrails, prompt injection, unauthorized third-party connections), and Free-plan account integrity.
2. 7.2 Core Prohibitions. In addition to the Acceptable Use Policy, you won't: reverse engineer, decompile, or attempt to derive the source code or model weights of the Services; use the Services to develop a competing product; test the Services' security without our written authorization; or resell, sublicense, or make the Services available to an unauthorized third party.
3. 7.3 Compliance. Use of the Services must comply with the Documentation and any use limitations we provide.

8. Customer Content and Output Ownership

1. 8.1 License to Us. We may access, use, process, copy, transmit, store, and display Customer Content — the content and data you or your Users submit to or generate within the Services — only as needed to provide and maintain the Services, and to create Aggregated Data under Section 10.3.
2. 8.2 Your Rights and Responsibility. As between us, you own Customer Content. You're responsible for its content, accuracy, and legality, and for having the right to submit it. Business and commercial financial information — deal values, pricing, revenue, and the like about an organization rather than a person — is exactly what the Services are for and isn't restricted. Regulated personal data we're not set up for (special categories, health information, payment card numbers, government IDs, biometric data, children's data) shouldn't be submitted unless we've agreed in writing.
3. 8.3 Output Ownership. As between us, you also own Output — the reports, value models, business cases, analyses, and other material the Services generate — subject to our and our licensors' rights in the Services. Output isn't guaranteed unique; we may generate similar Output for other customers.

9. Artificial Intelligence, Agents, and Connected AI Assistants

*This Section governs the AI and agentic features of the Services, in addition to the rest of these Terms.*

1. 9.1 How It Works. The Services use AI models, including models run by third-party Model Providers, to generate Output and take Agent Actions — things an Agent does in your workspace, like creating, editing, or deleting records, with a degree of autonomy rather than a separate instruction for every step — in response to your data and instructions ("Input"). Output is generated probabilistically — it may be inaccurate or incomplete, and similar Input can produce different Output at different times.
2. 9.2 AI-Specific Restrictions. You won't use the AI features to: make a decision with a legal or similarly significant effect on someone — credit, employment, housing, insurance, education, healthcare, essential services — without meaningful human review; falsely attribute Output to a human where disclosure is legally required; circumvent an Agent's guardrails or rate limits; or process a category of regulated data we're not set up to handle.
3. 9.3 Nature of AI. Because of how AI models work, Output may be incorrect or incomplete — the Services provide recommendations for your review, not automated decisions made on your behalf.
4. 9.4 Your Responsibility. Review Output before relying on it, and keep human oversight proportionate to what's at stake in the decisions it informs.
5. 9.5 Configuring Agents. You control which Agents you turn on and which Agent Actions need confirmation before they run. If you give an Agent more autonomy than we recommend, or turn off a confirmation control we enable by default, you're responsible for what happens as a result. Agent Actions stay inside your valueIQ workspace unless you connect a third-party tool under Section 9.6.
6. 9.6 Connected AI Assistants. You can connect a third-party AI tool — a Connected AI Assistant, like Claude, ChatGPT, or Cursor — to your workspace, including through our MCP server. You make the connection using your own credentials; we don't send your data to it except through a connection you've authorized. It can read and write the Customer Content the authorizing User can already access, nothing more. You confirm you're authorized to connect it and that doing so complies with its provider's own terms, and you're responsible for how it and its provider handle your data, same as if it were your own. We don't control it and aren't responsible for it; we may suspend a connection we reasonably believe creates a security, legal, or service-integrity risk.
7. 9.7 Model Changes. We may change, upgrade, or replace the AI models or Model Providers behind the Services, as long as we don't materially reduce core functionality. We'll give at least 30 days' notice of a change we expect to materially affect your use, and update the Subprocessor List (Section 12.3).
8. 9.8 Regulatory Roles. As between us, valueIQ provides the AI system that makes up the Services, and you deploy it for your own use. You're responsible for your own obligations as deployer under applicable law — impact assessments, notices, human-oversight requirements — and we'll give you the information we reasonably can to help. Don't use the Services in a way that would make them a high-risk AI system under applicable law without our written agreement first.
9. 9.9 Beta Features. Anything marked beta, preview, or trial is "as is," isn't covered by Section 13's warranties, and can change or disappear anytime.

10. Feedback, Usage Data, and Machine Learning

1. 10.1 Feedback. We own suggestions, feature requests, or other feedback you or a User gives us about the Services ("Feedback"). You assign us all rights in it, and we can use it freely, without obligation to you.
2. 10.2 Usage Data. We may collect and analyze Usage Data — information about how the Services are used, like login activity, feature usage, and performance data, as opposed to the content of Customer Content itself — and use it freely to operate, maintain, and improve the Services and promote valueIQ's products, provided any external disclosure is aggregated and doesn't identify you.
3. 10.3 Aggregated Data. We may create and use Aggregated Data — data derived from Customer Content that has been aggregated across customers and de-identified so it doesn't identify you, any User, or any individual, and doesn't disclose your business, pricing, or Confidential Information — to operate, secure, and improve the Services. We own it, and we won't try to re-identify it. Section 10.4 governs using it to train a model.
4. 10.4 Default Training Rights. We may use aggregated and de-identified Usage Data, Feedback, and Aggregated Data to develop, train, or improve artificial intelligence or machine learning models, provided we never use them to train a third-party Model Provider's model.
5. 10.5 No Training on Your Content. We will not use Input, Output, or Customer Content to train any model — ours or a Model Provider's — unless you separately authorize it in a written agreement.
6. 10.6 Non-Training Improvement. We may use Input, Output, and Usage Data to provide, maintain, and improve the Services generally (for example, fixing bugs or improving orchestration) — this doesn't include training the underlying Models, which stays governed by Section 10.5.
7. 10.7 Data Protection Laws Still Apply. Nothing in this Section 10 reduces our obligations under applicable Data Protection Laws.

11. Confidentiality

1. 11.1 Each of us protects the other's Confidential Information — non-public information a reasonable person would understand as confidential, including Customer Content and the terms of any Order Form — with at least the care we use for our own, and shares it only with people who need it to perform under these Terms and are bound to confidentiality at least this protective.
2. 11.2 This doesn't cover information that's public through no fault of the receiving party, that party already had without restriction, that it gets from a third party without restriction, or that it develops independently. Either of us can disclose Confidential Information if the law requires it, giving the other reasonable advance notice where legally possible.
3. 11.3 This obligation runs 3 years after these Terms end, and indefinitely for trade secrets.

12. Privacy and Security

1. 12.1 Privacy Policy. Our Privacy Policy — https://www.valueiq.ai/privacy — describes how we handle personal data, including account and billing information, and is incorporated here by reference. Privacy questions or requests go to privacy@valueiq.ai.
2. 12.2 Data Processing Agreement. If we process Personal Data in your Customer Content on your behalf and Data Protection Laws require a processing agreement, request and execute our standard Data Processing Addendum (DPA) at https://www.valueiq.ai/dpa. Once executed, it's incorporated into these Terms and governs that processing.
3. 12.3 Subprocessors. The Subprocessor List — https://www.valueiq.ai/subprocessors — identifies our current subprocessors, including Model Providers, maintained under the DPA.
4. 12.4 Security Incidents. We maintain safeguards designed to protect Customer Content. If we learn of a breach of our security leading to accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to your Customer Content, we'll notify you without undue delay, within 72 hours, and keep you posted as we investigate.
5. 12.5 Audit and Certification. On request, once a year at most, we'll provide a completed security questionnaire.

13. Representations, Warranties, and Disclaimers

1. 13.1 Mutual. Each of us warrants that we have the legal authority and corporate standing to enter into these Terms and will comply with laws applicable to us in doing so.
2. 13.2 Your Warranty. You warrant that Customer Content, and your use of it, won't violate the law or infringe anyone's rights, and that you have the authority to enter into these Terms.
3. 13.3 Our Warranty. We warrant that (a) the Services will perform substantially per the Documentation, and (b) we won't materially reduce the Services' general functionality during your subscription. If (a) isn't met, tell us in writing and we'll work to fix it free; if we can't in a reasonable time, cancel the affected subscription for a refund of prepaid, unused Fees. This is your only remedy for this warranty.
4. 13.4 Disclaimer. EXCEPT AS SECTIONS 13.1–13.3 STATE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DON'T GUARANTEE THE SERVICES WILL BE SAFE, SECURE, ERROR-FREE, OR UNINTERRUPTED, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DON'T WARRANT THAT OUTPUT, RECOMMENDATIONS, OR AGENT ACTIONS ARE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR DECISION. YOU'RE SOLELY RESPONSIBLE FOR RELYING ON OUTPUT.

14. Indemnification

1. 14.1 Ours to You. We'll defend you against a third-party claim that the Services or their Output infringe a valid patent or copyright, or misappropriate a trade secret, and pay damages finally awarded or agreed in settlement — except where the claim comes from your data or instructions, unauthorized modification, use outside these Terms or the Documentation, combination with something we didn't provide, a Connected AI Assistant, or beta features. If a claim looks likely, we can get you the right to keep using the Services, modify them to be non-infringing, or terminate the affected subscription and refund unused prepaid Fees. This is our whole liability, and your only remedy, for IP infringement.
2. 14.2 Yours to Us. You'll defend us against a third-party claim arising from Customer Content, your breach of the Acceptable Use Policy or Section 7, or a Connected AI Assistant you authorized, and pay damages finally awarded or agreed in settlement.
3. 14.3 Process. Whoever's indemnified gives prompt notice, lets the other side control defense and settlement, and cooperates reasonably. No settlement that admits fault by, or imposes a non-indemnified obligation on, the other side without their consent.

15. Limitation of Liability

1. 15.1 NEITHER OF US IS LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR GOODWILL, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY.
2. 15.2 General Cap. EXCEPT AS SECTION 15.3 OR 15.4 PROVIDES, EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE FEES YOU PAID IN THE 12 MONTHS BEFORE THE CLAIM.
3. 15.3 Enhanced Cap. FOR (A) A CONFIDENTIALITY BREACH, (B) A SECURITY INCIDENT CAUSED BY OUR BREACH OF SECTION 12, AND (C) INDEMNITY OBLIGATIONS UNDER SECTION 14, EACH PARTY'S TOTAL LIABILITY IS LIMITED TO 2X THE FEES YOU PAID IN THE 12 MONTHS BEFORE THE CLAIM — A SINGLE HIGHER LIMIT, NOT ADDITIONAL TO SECTION 15.2.
4. 15.4 Exceptions. THESE LIMITS DON'T APPLY TO FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; YOUR PAYMENT OBLIGATIONS; YOUR BREACH OF THE ACCEPTABLE USE POLICY; OR ANYTHING THE LAW WON'T LET US LIMIT.
5. 15.5 LIABILITY FROM AGENT ACTIONS OR OUTPUT FALLS UNDER THE GENERAL CAP IN 15.2, NOT THE ENHANCED CAP IN 15.3.

16. General Terms

1. 16.1 Relationship to Other Agreements. If you've signed a separate Order Form or master agreement with valueIQ that references these Terms, that agreement governs where it conflicts with these Terms, and these Terms fill any gaps it leaves.
2. 16.2 Modifications. We'll give at least 30 days' notice by email of a material, adverse change before it takes effect; other changes take effect on posting. Using the Services after a change takes effect means you accept it — if you don't, cancel first under Section 5.1.
3. 16.3 Entire Agreement. These Terms (with any DPA, the Privacy Policy, the Acceptable Use Policy, and any Order Form) are the whole agreement between us and replace anything earlier, including the prior Cloud Services Agreement, for any Account created or renewed on or after the Effective Date above.
4. 16.4 Governing Law. British Columbia law and applicable Canadian federal law govern, without regard to conflict-of-laws rules. The courts of British Columbia in Vancouver have exclusive jurisdiction, except either party may seek injunctive relief anywhere to protect its IP or Confidential Information.
5. 16.5 Assignment. Neither of us may assign these Terms without the other's written consent, except we may assign them to an Affiliate or in a merger, reorganization, or asset sale, on notice to you.
6. 16.6 Independent Contractors. We're independent contractors — not agents, partners, or joint venturers.
7. 16.7 No Third-Party Beneficiaries. These Terms don't benefit anyone but the parties.
8. 16.8 Force Majeure. Neither of us is liable for delay from events beyond our reasonable control — except your payment obligations.
9. 16.9 Export Controls. You confirm you're not subject to Canadian, US, UK, or EU trade sanctions, and won't use the Services in violation of export control or sanctions law.
10. 16.10 Notices. Notices to us go to legal@valueiq.ai. Notices to you go to the email on your Account, or by registered or certified mail. We may also notify you through the Services.

17. Contact Information