Terms of Service

1. Our services and your agreements

We provide business information, assessments, reports, consulting, automation, integration and related AI services, including subscriptions to agents, apps and coaching. Available Portal functions can include account administration, assessment assistance, reports, booking, support communication, billing and, when enabled, voice or avatar interactions and single sign-on. Availability depends on the service, account, organization and applicable agreement.

You can purchase a Portal subscription without entering a separately signed service agreement. For an online purchase, these Terms, any service-specific terms expressly accepted with the purchase, and your accepted electronic order form the contract for that service. The order identifies the service, quantity, charges, billing interval and other purchase-specific details.

An electronic order controls the service, quantity, price, billing interval and other commercial details it expressly identifies. Service-specific terms control conflicting provisions of these Terms only for the service they expressly cover. An order does not otherwise amend these Terms unless it expressly identifies the provision being amended.

For bespoke engagements or other agreed arrangements, we may enter a Master Service Agreement, Statement of Work, signed order form or other separately agreed service contract with you or your organization (a "Service Agreement"). Its expressly agreed terms control over conflicting provisions of these Terms for the services it covers. Any applicable Data Processing Agreement governs the personal-data processing within its scope and controls over conflicting general provisions on that processing, subject to mandatory law.

An authorized online order or add-on change can update the selected services and their disclosed commercial details under this framework without new manually signed paperwork. It does not override a Service Agreement's confidentiality, ownership, liability or other negotiated legal provisions unless the parties expressly agree that amendment through the agreement's amendment process. If an order is outside a Service Agreement's scope, these Terms and the accepted order terms govern it. A feature description or link to another webpage does not, by itself, amend your contract.

2. Eligibility and organizational authority

The Services are intended for business use. You must be at least 16 years old and have the legal capacity and authority to enter the applicable agreement. Do not use the Services where applicable law prevents you from doing so.

If you act for an organization, you must be authorized to provide its information, use the Services for the relevant purpose and make any commitments you accept on its behalf. Having a work email address does not, by itself, authorize you to bind your employer.

3. Accounts and access

Some Services are available to guests; others require an account, verified email address, organization membership or particular permission. You must provide accurate registration information and keep relevant contact details current.

Keep your credentials and sign-in links secure, use accounts only as authorized, and notify us promptly if you suspect unauthorized access. You are responsible for your use of the Services and for access you knowingly authorize, subject to any responsibility allocated differently by applicable law or a Service Agreement.

An organization may manage access to its workspace and assign roles to its users. Your permissions determine which records and features you can use. You must not access another person's or organization's information without authorization.

4. Third-party sign-in and single sign-on

When you or your organization use a third-party sign-in provider or enterprise single sign-on, including SAML where enabled, that provider authenticates your identity and supplies the information needed for the configured sign-in flow. Our handling of personal information is described in the Privacy Policy.

Your organization may configure its identity service and manage who can access its Portal workspace. Its administrator or identity provider may disable your sign-in or change the access available through that organization. You must be authorized to connect or administer an organization's identity service.

Access can be affected by the identity provider's availability, the organization's configuration and changes to your identity account. Contact your organization or us, as appropriate, for access assistance. Disabling an identity account or losing SSO access does not by itself delete all information held in the Services. Retention and privacy requests are handled as explained in the Privacy Policy and any applicable Service Agreement.

5. Acceptable use

You must use the Services lawfully and within the permissions provided. You must not:

• Gain or attempt to gain unauthorized access to an account, workspace, report, system or record.
• Introduce malicious software, interfere with operation or security, or circumvent access restrictions, service limits or verification controls.
• Test system vulnerabilities without our prior written authorization.
• Use the Services to deceive, impersonate, harass, infringe rights or facilitate unlawful activity.
• Submit information you are not entitled to provide, or disclose another person's confidential or personal information without appropriate authority.
• Scrape, extract or automate access in a way that breaches access controls, overloads the Services or violates an applicable agreement.
• Reverse engineer protected software or remove proprietary notices, except where applicable law gives you a right that cannot be restricted by contract.

Use designated methods for information the relevant feature is designed to receive. Do not submit passwords, payment-card security codes, government identification numbers, health records or similarly sensitive information through general questions, chat or free-text fields unless we have expressly agreed an appropriate use and method.

6. Information and material you submit

"User Content" means information and material you submit or make available through the Services, including assessment answers, business descriptions, prompts, messages, authorized files, profile images and voice-derived submissions.

You retain the rights you hold in your User Content. You are responsible for having the permissions needed to provide it and to allow us to process it for the relevant service, including appropriate authority for personal information about others.

You give us permission to host, store, reproduce, transmit, format and process User Content to operate the features you use, respond to requests, provide support, secure the Services and perform the applicable Service Agreement. This includes processing by providers engaged for those purposes, subject to applicable privacy obligations and agreements.

This permission does not transfer ownership of your content to us or give us an unrestricted right to publish confidential content or use it for unrelated purposes. Personal-information use, optional processing choices and retention are explained in the Privacy Policy. Any additional content rights or confidentiality requirements in a Service Agreement continue to apply.

Choose carefully what you include in a profile image or other material intended for sharing. Relevant visibility is explained by the feature and the Privacy Policy.

7. Reports, AI outputs and platform materials

Assessments and AI-assisted features can produce summaries, scores, findings, recommendations, plans and other outputs based on information supplied to the Services. Your access to particular reports depends on your role, organization, feature and agreement. Receiving a guest summary does not grant access to internal preparation material or a separate client report.

Subject to a Service Agreement, you may access, download and use outputs made available to you for your organization's internal business purposes and discuss them with authorized colleagues and advisers. Protect any personal, confidential or third-party material they contain. Specific deliverable ownership, licensing or external distribution rights in a Service Agreement take precedence.

We retain our rights in the platform, software, templates, methodologies, branding and other material we or our licensors provide. Your permitted use of an output does not transfer those underlying rights. AI outputs may be similar to outputs provided to others, and these Terms do not promise that an output is unique or independently eligible for intellectual-property protection.

You may provide voluntary product feedback. We may use that feedback to improve our products, subject to applicable privacy and confidentiality obligations. This does not create permission to reuse confidential assessment content as unrestricted feedback.

8. AI, voice and professional judgment

AI-assisted responses and reports can contain incomplete, inaccurate or unsuitable information. Their usefulness depends on the information supplied and the context in which they are used. Review outputs before relying on them or using them to make decisions, and verify material facts with appropriate sources or qualified professionals.

When voice or live-avatar features are enabled and you choose to use them, speech recognition and generated responses can introduce further errors. Review the resulting information and any saved answers. These features may involve third-party speech, AI or avatar providers as described in the Privacy Policy.

General website content and automated outputs do not constitute legal, tax, accounting, investment or other regulated professional advice. This does not reduce any specific obligation we have expressly accepted in a Service Agreement. No result, business outcome, regulatory determination or certification is guaranteed merely by completing an assessment or following a recommendation.

9. Bookings, communications and sharing

A "call" means a phone call or an online meeting with audio or video.

Provide accurate attendee and scheduling information when requesting or booking a call. The available confirmation, rescheduling and cancellation process applies to the relevant booking. A booking does not, by itself, create a paid engagement or change a Service Agreement.

Where a feature gives you a choice to associate an assessment with a booking, that choice governs the offered association. General acceptance of these Terms does not replace that separate choice.

We send communications needed to provide requested services and administer the relationship, including appropriate account, verification, report, booking, billing and security messages. Marketing choices and unsubscribe handling are described in the Privacy Policy. Accepting these Terms does not, by itself, constitute consent to optional marketing.

10. Fees and paid services

You may subscribe to available agents, apps and coaching, and request add-on activations, changes or cancellations through the Portal. Only a person with authority to make purchases for the account or organization may authorize a paid order or change. General workspace access does not itself provide that authority.

Before you confirm a paid order or change, the applicable order terms identify the service and quantity, price and currency, taxes or their calculation, billing interval, any usage-based charges, renewal arrangements, and when the change takes effect. They also explain cancellation, access after cancellation, and any proration or refund treatment. A recurring subscription renews only on the terms disclosed and accepted when it is ordered. An undisclosed paid service or renewal is not authorized merely by using the Portal.

Local-currency amounts shown in the assessment are approximate references, converted using exchange rates from ExchangeRate-API and fixed when each assessment starts. Sonique's prices are always set and charged in US dollars.

You agree to pay the charges you authorize under that order and any applicable Service Agreement. Accepted electronic orders and change confirmations record the services and commercial details you have chosen under these Terms. A separate manually signed agreement is not required for each activation or cancellation.

You can cancel renewal of a self-service subscription or add-on at any time. Access continues until the end of the current paid subscription period, and no further renewal charge is taken for the cancelled subscription or add-on. Voluntary cancellation during a paid period does not automatically entitle you to a prorated refund, subject to mandatory rights and any expressly agreed remedy or exception.

Stopping use or pausing a feature's operation does not itself cancel billing. A control presented as subscription cancellation submits cancellation under these Terms and the disclosed order terms. Cancelling an add-on does not automatically cancel other subscriptions or an agreed bespoke engagement. Coaching booking, rescheduling and no-show rules, where applicable, are disclosed separately from subscription cancellation terms.

Where the Services allow payment details to be supplied through a payment provider, you must be authorized to use that payment method. You must keep billing information accurate. The Privacy Policy explains relevant payment-provider processing.

We will notify you of a material change to recurring prices or renewal terms before it takes effect and obtain renewed acceptance where required. Such a change does not retroactively alter an accepted charge or override a price commitment in a Service Agreement. Applicable order terms govern payment failures, subject to section 12 and mandatory law. Nothing in this section removes a cancellation, refund or other right that applicable law requires.

11. Providers, security information and availability

We use providers to help deliver features such as hosting, identity, payments, scheduling, messaging and AI processing. We may also link to independently operated websites or tools. Applicable third-party terms can govern your direct use of those independent services. Our own obligations under applicable law and your Service Agreement continue to apply.

The Security & Trust page provides further information about our security practices, assurance work and service-status resources. Its progress statements and operational status information are informational; they do not by themselves create an additional contractual guarantee, delivery date, service-level agreement or service-credit entitlement. Any expressly agreed service commitment remains governed by your Service Agreement.

Features can be unavailable during maintenance, incidents or changes to supporting services. We do not promise uninterrupted access unless an applicable agreement expressly provides a particular commitment. Published status information must be read with its stated scope; Portal-access measurements do not necessarily describe every feature or the marketing website.

12. Suspension, termination and data requests

We may restrict or suspend access when reasonably necessary to address a security risk, unlawful activity, material misuse or a breach of applicable terms. Where practical and appropriate, we will explain the issue and provide an opportunity to resolve it. Urgent action may be necessary to protect users or systems. Any specific notice or remedy requirements in a Service Agreement continue to apply.

You may stop using the Services. Cancel a self-service subscription or add-on through the applicable process described in section 10 and its order terms. Terminating a bespoke engagement may require the process in its Service Agreement. Your organization may separately remove your workspace access; that action does not, by itself, cancel its paid services.

Ending access does not necessarily erase every record immediately. Data requests and retention are handled under the Privacy Policy, applicable law and relevant agreements. Clauses intended to continue after use ends—including applicable ownership, payment, confidentiality, liability and dispute provisions—survive to the extent relevant.

13. Disclaimers and mandatory rights

Except for express commitments in a Service Agreement, the Services are provided on an "as is" and "as available" basis to the extent permitted by applicable law. We do not warrant that all content or outputs will be error-free, suitable for every purpose or continuously available. To that same extent, implied warranties and conditions are excluded.

Nothing in these Terms excludes an express commitment in a Service Agreement or a right, remedy, warranty or liability that applicable law does not allow the parties to exclude or limit.

14. Limitation of liability

Subject to section 13 and the exceptions below, neither party is liable to the other for indirect, incidental, punitive, special or consequential loss arising out of or relating to these Terms, whether the claim is in contract, negligence or another legal theory.

Each party's aggregate liability for the affected Services is limited to the greater of CAD 1,000 and the applicable fee amount below (the "General Cap"):

• For subscriptions and add-ons, the fees paid or payable for the affected Services during the 12 months before the first event giving rise to the claim. During a subscription's first year, use the annual equivalent of its agreed fixed recurring charges in force immediately before that event, plus variable usage charges actually incurred before that event. This calculation does not create a minimum subscription commitment or authorize future charges.
• For a consulting or coaching project purchased for a project fee, the total fees paid or payable for that affected project. Recurring coaching subscriptions follow the subscription calculation above.
• For affected Services supplied entirely without charge and independently of a paid subscription or project, the General Cap is CAD 1,000.

If a claim concerns multiple affected Services, count their applicable fees once each. Exclude taxes and separately itemized pass-through expenses. All claims under these Terms and the applicable data-processing terms share these aggregate limits. For the fee calculation, use the earliest event giving rise to any claim included in that aggregate. Related claims arising from the same events do not create separate caps.

For a party's breach of its contractual confidentiality, security or personal-data-processing obligations, its liability is subject to a higher aggregate ceiling of twice the General Cap. Ordinary claims remain subject to the General Cap, and all ordinary and higher-cap claims combined cannot exceed that higher ceiling. Reasonable, necessary direct costs of restoring affected data or carrying out legally required breach response are not excluded merely because they concern data loss; they count toward the applicable ceiling. The higher ceiling does not add a separate allowance for each document, incident or legal theory.

The exclusions and caps do not limit payment obligations for authorized charges, fraud, wilful misconduct or liability that applicable law does not permit the parties to limit. They do not restrict individuals' mandatory data-protection rights or a regulator's powers. Different liability provisions expressly agreed in an applicable Service Agreement or Data Processing Agreement control for their covered services or processing; otherwise, claims under the applicable data-processing terms share these aggregate limits to the extent permitted by law.

15. Third-party claims arising from misuse

To the extent permitted by law, you will indemnify Sonique against reasonable defence costs, amounts finally awarded by a court, and settlements you approve, to the extent arising from a third-party claim based on your unlawful use of the Services, material breach of section 5, or submission of User Content in violation of another person's rights. This obligation does not apply to the extent the claim results from our breach, negligence or unlawful conduct.

We will notify you promptly of a claim; a delay reduces your obligation only to the extent it materially prejudices your defence. You may control the defence using competent counsel and we will provide reasonable cooperation at your expense. You may not settle in a way that admits fault on our behalf, imposes a non-monetary obligation on us or fails to release us from the covered claim without our consent. We may participate with separate counsel at our own expense, and will not settle a claim at your expense without your consent. Consent under this paragraph will not be unreasonably withheld. This section is subject to the applicable limits and exceptions in section 14. Any different indemnity terms in a Service Agreement control for its covered services.

16. Governing law and disputes

Unless an applicable Service Agreement provides otherwise, these Terms are governed by the laws of Ontario and the federal laws of Canada applicable there. Subject to mandatory rights and any controlling agreement, disputes concerning these Terms will be brought before the courts in Toronto, Ontario.

This section does not remove protections or access to a competent court or regulator that applicable law requires. Privacy complaints may also be raised through the routes explained in the Privacy Policy.

We may provide translations of our website, Portal, and these Terms as a courtesy. Translations may be machine-generated and may contain errors. Unless applicable law requires otherwise, if a translation differs from the English version, the English version prevails.

17. Changes and contact

We may update these Terms as the Services or applicable requirements change. We will identify the effective date and provide notice of material changes through an appropriate service notice or direct communication. Where renewed acceptance is required, we will request it. Changes do not amend a Service Agreement except through its agreed amendment process.

If you do not agree to a change, stop using the affected Services and follow any applicable contractual cancellation process. Continuing use after a properly notified effective date constitutes acceptance only to the extent permitted by applicable law and the relevant agreement.

For questions about these Terms:

Sonique Ltd., trading as Sonique AI General and service questions: inquiries@soniqueai.io Privacy and security: security@soniqueai.io Mailing address: 18 King Street East, Suite 1400 Toronto, Ontario M5C 1C4 Canada

For information about personal data and privacy requests, see our Privacy Policy.