These Terms of Service (the "Terms") form a binding agreement between forwardBrokers, operating as forwardBrokers (forwardBrokers, " "we," "us," or "our"), and the individual or entity that accesses our Website or purchases or uses our services (the "Client," "you," or "your"). By accessing the Website, signing a proposal or order form, or using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a business, you represent that you are authorized to bind that business.

1. Definitions

• "Services" means the artificial-intelligence and automation products, configurations, integrations, implementation, consulting, support, and related services that we provide, as described on our Website or in an applicable Order.

• "Order" means a proposal, statement of work, order form, subscription, or written/electronic agreement describing the Services, fees, and scope.

• "Client Data" means all data, content, and materials that you or your End Users provide to us or that we process on your behalf in connection with the Services.

• "End User" means your customers, leads, applicants, prospects, or other individuals who interact with communications or workflows operated through the Services.

• "Third-Party Services" means products or services provided by third parties (for example, messaging, AI, calendar, CRM, payment, and hosting providers) that are used with or integrated into the Services.

2. Eligibility and Accounts

The Services are intended for business use only and are not directed to consumers. You must be at least 18 years of age and capable of forming a binding contract. You are responsible for maintaining the confidentiality of any account credentials and for all activity under your account. You agree to provide accurate, current, and complete information and to keep it updated. Notify us promptly of any unauthorized use of your account.

3. Description of Services

We provide configurable AI and automation Services that may include, without limitation: automated lead response and messaging, document-collection workflows, follow-up and nurture sequences, appointment scheduling, integrations with your existing tools, and ongoing optimization and support. The specific scope, deliverables, and limitations applicable to you are set out in your Order. We may modify, enhance, or discontinue features from time to time, provided that we will not materially reduce the core functionality of a paid subscription during its then-current term without notice.

4. Client Responsibilities and Acceptable Use

You are solely responsible for your use of the Services and for all Client Data and content you transmit through them. You agree that you will:

4.1 Comply with law. Use the Services in compliance with all applicable laws, regulations, and professional/industry rules, including those administered by FSRA, RECO, and other regulators applicable to your business, and all applicable advertising, disclosure, consumer-protection, and licensing requirements.

4.2 Comply with anti-spam law (CASL). You are the sender and controller of all commercial electronic messages (including SMS, email, and chat) sent using the Services. You are solely responsible for obtaining and maintaining all required consents (express or implied), including identification and unsubscribe/opt-out mechanisms, in compliance with Canada's Anti-Spam Legislation (CASL) and any equivalent laws (e.g., U.S. CAN-SPAM/TCPA where relevant). You will not use the Services to send unsolicited, unlawful, deceptive, or harassing communications.

4.3 Handle personal information lawfully. You will obtain all necessary consents and provide all required notices to your End Users for the collection, use, disclosure, and processing of their personal information through the Services, consistent with PIPEDA and other applicable privacy laws. As between the parties, you are the organization accountable to your End Users for their personal information, and we act as your service provider/processor (see Section 9).

4.4 Provide accurate data. You will ensure that Client Data you provide is accurate and that you have the right to provide it to us.

4.5 Not misuse the Services. You will not, and will not permit any third party to: (a) use the Services for any unlawful, fraudulent, or harmful purpose; (b) infringe any intellectual property, privacy, or other rights; (c) transmit malware or interfere with the integrity or performance of the Services; (d) attempt to gain unauthorized access to the Services or related systems; (e) reverse engineer, decompile, or attempt to derive source code, except to the extent permitted by law; (f) resell, sublicense, or provide the Services to third parties except as expressly permitted; or (g) use the Services to make automated decisions about individuals without appropriate human oversight and required disclosures.

4.6 Maintain human oversight. You acknowledge the AI Disclaimer below and agree to maintain appropriate human review of automated communications and outputs.

You are responsible for any breach of these Terms by your personnel, agents, or End Users.

5. Fees, Invoicing, and Taxes

5.1 Fees. You agree to pay all fees set out in your Order, which may include one-time setup or implementation fees and recurring subscription or management fees.

5.2 Billing and renewal. Unless otherwise stated, recurring fees are billed in advance and subscriptions automatically renew for successive periods unless cancelled in accordance with Section 7. Fees are payable in Canadian dollars unless otherwise specified.

5.3 Late payment. Overdue amounts may accrue interest at the lesser of 1.5% per month (19.56% per annum) or the maximum permitted by law, and we may suspend Services for non-payment after reasonable notice.

5.4 Taxes. Fees are exclusive of applicable taxes, including HST/GST. You are responsible for all such taxes, other than taxes based on our net income.

5.5 Third-Party Service costs. Unless your Order states otherwise, fees charged by Third-Party Services (for example, messaging or AI usage fees) are your responsibility and may be billed directly to you by the third party or passed through by us.

5.6 Refunds. Except as expressly stated in an Order or required by applicable consumer-protection law, fees are non-refundable.

6. Term

These Terms begin on the date you first accept them or use the Services and continue until terminated in accordance with this Section or your Order. Subscription terms and renewals are as set out in your Order.

7. Suspension and Termination

7.1 Termination for convenience. Either party may terminate a subscription for convenience with the notice period specified in the Order (or, if none, 30 days' written notice effective at the end of the then-current billing period).

7.2 Termination for cause. Either party may terminate immediately if the other materially breaches these Terms and fails to cure within 15 days of written notice, or immediately upon insolvency or bankruptcy of the other party.

7.3 Suspension. We may suspend the Services immediately if we reasonably believe your use poses a security, legal, or operational risk, violates Section 4, or if fees are overdue.

7.4 Effect of termination. Upon termination, your right to use the Services ceases. You remain responsible for fees accrued before termination. We will, upon request made within 30 days of termination, make Client Data available for export in a commercially reasonable format, after which we may delete it in accordance with our Privacy Policy and retention practices, subject to legal requirements.

8. Intellectual Property

8.1 Our IP. We and our licensors retain all right, title, and interest in and to the Services, including all software, models, configurations, templates, workflows, designs, documentation, and know-how, and all intellectual property therein. No rights are granted except as expressly set out in these Terms.

8.2 License to you. Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term.

8.3 Your data. You retain all right, title, and interest in and to Client Data. You grant us a non-exclusive, worldwide license to host, copy, process, transmit, and display Client Data solely as necessary to provide, maintain, secure, and improve the Services and as otherwise permitted by our Privacy Policy and your instructions.

8.4 Feedback. If you provide suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

8.5 Aggregated/de-identified data. We may create and use aggregated or de-identified data derived from use of the Services for analytics, benchmarking, and improvement, provided such data does not identify you or any individual.

9. Data Protection and Privacy

9.1 Roles. With respect to personal information of your End Users that we process on your behalf, you are the accountable organization and we act as your service provider/processor. We will process such personal information only to provide the Services, in accordance with your reasonable instructions, these Terms, and our Privacy Policy.

9.2 Safeguards. We will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect personal information against unauthorized access, use, or disclosure, appropriate to its sensitivity.

9.3 Sub-processors. You acknowledge that we use Third-Party Services (including AI, messaging, hosting, and infrastructure providers) that may process Client Data. Some of these providers may store or process data outside Canada, including in the United States, where it may be subject to foreign laws. By using the Services, you authorize such processing and transfers.

9.4 Your compliance. You are responsible for ensuring you have the legal right and all necessary consents to provide Client Data (including End User personal information) to us and to have it processed as contemplated by these Terms.

9.5 Incident notification. We will notify you without undue delay after becoming aware of a confirmed breach of security safeguards affecting Client Data, consistent with applicable law.

A separate data processing addendum is available on request and, where executed, will govern in the event of any conflict on data-processing matters.

10. Third-Party Services

The Services may interoperate with or depend on Third-Party Services. We do not control and are not responsible for Third-Party Services, their availability, or their acts or omissions. Your use of Third-Party Services is governed by the applicable third party's terms, and you are responsible for complying with them and for any fees they charge. We may modify or remove an integration if a Third-Party Service changes or becomes unavailable.

11. Artificial Intelligence; No Guarantee of Accuracy

You acknowledge that the Services use artificial intelligence and automation, and that outputs may be inaccurate, incomplete, or unsuitable for a particular purpose. We do not warrant the accuracy, reliability, or fitness of AI-generated content. You are responsible for reviewing outputs, for maintaining appropriate human oversight, and for any decisions or communications made using the Services. You will not rely on the Services as a substitute for professional, legal, financial, or regulatory advice.

12. Service Availability

We aim to provide reliable Services but do not guarantee uninterrupted or error-free operation. The Services may be unavailable due to maintenance, updates, Third-Party Service outages, or events beyond our control. Any service-level commitments, if offered, will be stated in your Order.

13. Warranties and Disclaimers

EXCEPT AS EXPRESSLY STATED IN AN ORDER, THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

14.1 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 THESE LIMITATIONS APPLY TO ALL CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

15. Indemnification

You will defend, indemnify, and hold harmless forwardBrokers and its directors, officers, employees, contractors, and affiliates from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your Client Data or content; (b) your use of the Services; (c) your violation of these Terms or applicable law (including CASL, privacy, advertising, and FSRA/RECO requirements); (d) your communications with or treatment of End Users; or (e) your infringement or misappropriation of any third-party right.

16. Confidentiality

Each party may receive confidential information of the other. The receiving party will use such information only to perform under these Terms and will protect it using at least reasonable care. Confidential information does not include information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party. This Section does not limit either party's privacy obligations.

17. Changes to the Terms

We may update these Terms from time to time. We will post the updated Terms and, for material changes affecting paid Services, provide reasonable notice. Your continued use of the Services after the effective date of changes constitutes acceptance. If you do not agree to the updated Terms, you must stop using the Services.

18. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, outages, failures of Third-Party Services, telecommunications or internet failures, labour disputes, or governmental actions.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. Subject to any agreement to arbitrate, the parties submit to the exclusive jurisdiction of the courts located in Ontario. The parties agree to attempt in good faith to resolve any dispute informally before commencing proceedings.

20. General Provisions

• Entire agreement. These Terms, together with any Order and incorporated policies, constitute the entire agreement and supersede all prior understandings on the subject matter.

• Order of precedence. In the event of conflict, a signed Order prevails over these Terms with respect to its specific subject matter.

• Assignment. You may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or sale of assets.

• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.

• Waiver. Failure to enforce any provision is not a waiver.

• Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, agency, or employment relationship.

• Notices. Notices must be in writing and sent to the contact addresses on file or to inquiry@forwardbrokers.com

• Survival. Sections relating to fees, IP, confidentiality, data protection, disclaimers, limitation of liability, indemnification, and governing law survive termination.

21. Contact Us

Email: legal@forwardbrokers.com