These terms of use (the "Terms" or "Agreement") are a legal contract between you and AI Buddy Catalyst Labs Inc. ("AI Buddy", "DocDirector", "we", "our", or "us") and govern your access of the DocDirector web application, browser extensions, APIs, related websites, mobile apps, and any other products or services provided by AI Buddy Catalyst Labs Inc. from time to time (collectively, the "Services"). These Terms govern the use of all persons who use the Services, and are binding on any use of the Services, and apply to you from the time that you access the Services. For clarification, "you" includes terms such as "your" and "yourself".

1. Approval of the Terms

It is important that you read these Terms carefully. If you do not agree to these Terms, please do not use the Services. By accessing and using the Services, you accept, without limitation, these Terms as well as our Privacy Policy, the terms of which are incorporated herein by reference, and agree to abide by the Privacy Policy. These Terms supersede any prior agreements you may have with us regarding the Services. The most current version will be posted to the URL you are visiting now. It is your responsibility to visit this page to find any updates that may have been made to the Terms. You hereby agree that AI Buddy shall not be liable to you, your employees or employer, or any other third party for any amendments to the Terms of Use. Each time you access or use the Services, you reaffirm your acceptance of the then-current Terms and Privacy Policy.

2. Amendment

We may amend, revise, add to, or discontinue these Terms or any Service provided at any time pursuant to the privacy legislation and regulations under the Act which include but are not limited to the (a) scope of the features, (b) timing of the features, (c) software/hardware required for access to the Services, and (d) geographic locations or jurisdictions in which Services or certain features of the Services may be available.

We may amend the Terms without notice for non-material amendments at any time, and without notice. In the event of a material change, we will provide you with thirty (30) days notice of a material change ("Notice Period") to the Terms (including changes in pricing) via e-mail to the e-mail address supplied to us by you, setting out:

1. the new or amended agreement terms;
2. how such terms read formerly;
3. the date of the coming into force of the amendment;
4. the means in which you can respond and the effects of not responding;
5. the option to either terminate the agreement or retain the existing agreement unchanged; and
6. the language of this provision with reference to the applicable consumer protection legislation rules for amending these terms and making any additional requirements for amendments as prescribed by law (if any).

We highly recommend that all users read any amendments carefully. Unless explicit consent is required by the law, we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within the Notice Period, that you desire to cancel the contract or deregister or unsubscribe from access to the Services.

3. Eligibility and Account Requirements

By registering for or using the Services, you represent and warrant that:

1. You are at least 18 years of age;
2. You have the legal capacity to be bound by the Terms, and if you are acting on behalf of a company or entity, that you have the authority to bind such company or entity (in which case "you" refers to that company or entity);
3. You have read, understood and agree to be bound by these Terms as amended from time to time;
4. You have read, understood and agree to be bound by the Privacy Policy;
5. You will provide and maintain accurate account information and safeguard your login credentials;
6. You will not create more than one account per individual or entity without our express written permission; and
7. You will not create an account if you are a competitor of AI Buddy or an employee, independent contractor, director, officer, shareholder, optionholder, agent, advisor, or other representative of a competitor of AI Buddy.

4. Nature of Services and AI Disclaimer

You understand and agree that:

1. AI-Powered Output – DocDirector generates text and content using large language models ("LLMs") trained on diverse datasets. These models may produce hallucinations, outdated information, or content that is factually incorrect, incomplete, misleading, or biased.
2. Verification Obligation – You are solely responsible for reviewing, verifying, and validating all Outputs before using it for business, legal, financial, investment, medical, or other decision-making purposes.
3. No Reliance for Critical Decisions – Outputs are provided for informational and drafting purposes only and should not be considered professional advice.

5. Permitted and Prohibited Uses

You agree to only use the Services for purposes that are permitted, both by the Terms and by any applicable law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. You agree to adhere to any applicable privacy of personal information laws and regulations, including as outlined in the privacy legislation. When using the Services, you agree that you will not, in any way:

1. create, or attempt to create, a new account if your access to the Services has been suspended or terminated by us;
2. use the Services in any manner that breaches any applicable local, national or international law or regulation;
3. use the Services in any manner that may be unlawful or fraudulent, or has an unlawful or fraudulent purpose or effect;
4. use the Services in any manner that may be considered harassment to another person or entity;
5. damage, disable, overburden, and/or impair our servers, or any network connected to the Services, and/or interfere with any other party's use or enjoyment of the Services;
6. distribute, upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment;
7. distribute, upload, post, link to, email, transmit, or otherwise make available any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information;
8. disrupt the functioning of the Services;
9. distribute, upload, post, link to, email, transmit, or otherwise make available content that is infringing, defamatory, obscene, or otherwise objectionable;
10. use the Product to harm or attempt to harm minors in any way;
11. access or attempt to access the Services through any means other than the interfaces provided by us;
12. use automated tools or processes (including scrapers, scripts, robots, or web crawlers) to access or interact with the Services;
13. use or attempt to use another user's account without authorization;
14. impersonate any person or entity, or misrepresent your identity, personal information, or affiliation with any person or entity;
15. remove, alter, obscure, or attempt to remove, alter or obscure any trademarks, logos, copyright notices, or other proprietary rights notices from the Services or any content provided through them;
16. attempt to reverse-engineer, decompile, or circumvent any security features of the Services; or
17. misrepresent AI-generated output as entirely human-authored without applicable disclosures, where legally required.

Taking any of the foregoing prohibited actions (each a "Prohibited Use") by a user will result in immediate account termination in AI Buddy's sole discretion.

6. Intellectual Property

6.1 Your Inputs & Outputs

We do not retain ownership of any information you provide relating to your account ("Data"), the prompts, instructions, and uploaded materials you provide ("Inputs"), and of the resulting content generated for you ("Outputs" together with Data and Inputs, the "User Content"). You understand and agree that the ownership of User Content shall be decided between yourself and your employer, if applicable and that your User Content may be available to your employer even after the termination of your personal account.

You acknowledge and agree that (a) Outputs may be similar or identical to those generated for other users, and we make no guarantee of uniqueness; (b) you are solely responsible for reviewing and ensuring that your User Content does not infringe or misappropriate the intellectual property or other rights of any third party; and (c) to the maximum extent permitted by law, we disclaim all liability for any claims, losses, or damages arising from any allegation or finding that your User Content infringes or misappropriates the rights of any third party.

You also understand that in order for us to operate the Services, User Content may be transmitted by you or us over various public networks and in various media in compliance with our security protocols and we may make changes to User Content to meet the technological requirements of such networks and media. You are responsible for ensuring that User Content is protected and your rights in the User Content are enforced; we have no responsibility to protect or enforce your rights on your behalf with respect to User Content.

6.2 Our Technology

You acknowledge and agree that AI Buddy Catalyst Labs Inc. and its licensors own all right, title, and interest in and to (a) the Services, (b) the software, algorithms, models, and related intellectual property powering the Services, and (c) any improvements to any Services.

6.3 Limited License

We grant you a non-exclusive, non-transferable, revocable, limited license to use the Services in accordance with these Terms. This limited license is subject to full payment of the fees on your account, if any, when due. This license may be revoked upon breach of these Terms by you and is automatically revoked upon termination or expiration of this Agreement. For the avoidance of doubt, you are not authorized to resell or white-label any of the Services except as specifically authorized in a separate reseller license agreement between you and AI Buddy.

6.4 Brand Rights

AI Buddy may, now or in the future, own rights to trade-marks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the Services (each such feature being a "Brand Right" and collectively "Brand Rights"). We do not grant you any right or license to use any Brand Right other than as expressly set out in these Terms and in other licenses between you and us.

6.5 Feedback

You are not required to provide us with any comments, suggestions, recommendations, requests or any other feedback ("Feedback"). In the event that you do provide us with Feedback, we may use such feedback to improve the Services or for any other purpose. Furthermore, AI Buddy shall own such Feedback and AI Buddy and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and you hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to AI Buddy.

7. Disclaimers

7.1 No Sensitive Information

You acknowledge that the Services have not been designed to process or manage sensitive information and accordingly you agree not to use the Services to collect, manage or process sensitive information. We will not have and we specifically disclaim any liability that may result from your use of the Services to collect, process or manage sensitive information.

7.2 Services Provided As-Is

The Services are provided "as-is" without warranties of any kind, either expressed or implied. You acknowledge, agree and understand that you use the Product at your own risk. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Product. To the maximum extent permitted by law, we are not liable for damages, direct or consequential, resulting from your use of the Service, and you agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses (including but not limited to attorney fees) arising from your violation of any third-party rights to the extent that such violation arises from your use of the Service. Because the Service is not error or bug free, you agree that you will use it carefully and avoid using it in ways which might result in any loss of your or any third party property or information.

7.3 Downtime

We do not guarantee uninterrupted or error-free operation of the Services. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between you and the Services, or between you and AI Buddy. Access may be suspended for maintenance, upgrades, or unforeseen issues.

7.4 No Endorsement as to Accuracy

We accept no responsibility for the accuracy of any User Content provided by or created using the Services except as otherwise set out in these Terms. The provision or storage of User Content through the Services does not constitute our endorsement or warranty as to the compliance of such User Content with applicable privacy legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such User Content. You are responsible for ensuring that the information you have entered into our system is accurate, reliable and complete.

7.5 Monitoring and Moderation

We do not accept any liability for monitoring the Services or for unauthorized or unlawful content on the Services or use of the Services by users. Further, you understand and agree that although AI Buddy is not required to moderate your use of the Services, it may in its sole judgment review and delete any User Content in whole or in part, for any reason whatsoever, which without limitation, violate these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others.

7.6 Third-Party Links

The Services may link to third-party websites or resources. Such links are provided to you as a convenience only and do not imply an endorsement, warranty or guarantee by us of any such linked website or the company it purports to represent. We do not assume any responsibility or liability for their availability, accuracy, the related content, products or services. You are solely responsible for use of any such websites or resources and compliance with their policies.

7.7 No Warranty as to Non-Infringement

Except in the manner provided for in these Terms, we disclaim, and expressly do not provide any direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Services.

7.8 Damage to Hardware

Any material downloaded or otherwise obtained through the use of our services and products is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

7.9 Content Provided to Your Organization

If you are an individual providing User Content that is to be directed to your organization's account, you agree and acknowledge that we accept no responsibility and are not liable for any damages that may arise by the organization's use of that User Content. You further agree and acknowledge that we are not liable for any damages that may arise if the User Content is misdirected to the wrong organization for any reason, including error on your part or a flaw in the Services.

8. Fees

8.1 Payment Obligations

You agree to pay all fees and charges associated with your use of the Services as set out at the time of purchase or subscription. All fees are payable in the currency specified at checkout and are exclusive of applicable taxes, which will be added where required by law. Payments must be made using an accepted payment method (e.g., credit card, debit card, or other method as offered by AI Buddy).

8.2 Free Services

We may, in our sole discretion, make certain features or portions of the Services available to you at no charge, including as part of a trial, beta program, or promotional offer. We reserve the right, at any time and without prior notice, to modify, limit, or discontinue any such free access and to begin charging fees for continued use of those features or portions of the Services in accordance with Section 2 of these Terms (Amendment). Your continued use of the Services after such changes take effect constitutes your agreement to pay any applicable fees.

8.3 Tax

All payment is exclusive of any taxes or duties imposed by jurisdiction tax law. We are not responsible for any taxes or duties owed by you.

8.4 Billing and Renewal

Unless otherwise stated, subscriptions are billed in advance on a recurring basis (monthly, annually, or as otherwise indicated at the time of purchase). Subscriptions will automatically renew at the end of each billing period unless cancelled prior to renewal. You authorize AI Buddy to automatically charge your selected payment method at the start of each renewal term, unless you cancel in accordance with Section 12 below.

8.5 Payment Information

You may be required to provide account information for at least one valid debit or credit card through the Services ("Debit or Credit Card Information"). We will use this Debit or Credit Card Information in accordance with this Agreement and our Privacy Policy. We are not liable for any payments that are not completed because: (1) your debit or credit card account does not contain sufficient funds to complete the transactions or the transactions would exceed the credit limit or overdraft protection of the debit or credit card account; (2) you have not provided us with correct payment account information; (3) your debit or credit card has expired; or (4) of circumstances beyond our control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by your payment card brand or acquirer bank, or any other interface from an outside force).

8.6 Refund Policy

You may cancel your subscription and request a refund within fifteen (15) days of activating your subscription ("Refund Period"). Refunds will be processed to users within thirty (30) days of initiating the refund process unless otherwise notified to the user. Once the Refund Period has elapsed, no refunds will be issued for any reason to the extent permitted by applicable law. AI Buddy does not provide refunds or credits for partial subscription periods, unused Services, or downgrades, unless explicitly stated in a separate policy or agreement with AI Buddy.

9. Data Privacy

We handle your personal information according to our Privacy Policy, which forms part of this Agreement. By using the Services, you consent to such processing.

10. Limitation of Liability

You hereby agree to release, remise and forever discharge us and our directors, employees, officers, and our affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities (each and all the "Protected Parties") from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any special, indirect or consequential, incidental or exemplary damages (collectively, a "Claim"), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, or are connected with:

1. any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses;
2. your provision of any personal information provided to us subject to our legal requirements relating to the protection of personal information;
3. communications received to you through your access to the Services;
4. the posting of information on the Services or any affiliated social media, including but not limited to, User Content, written reviews, pictures, or personal information;
5. your use of or reliance upon any AI-generated content, including the Outputs;
6. the use of the Services and any related applications including third party services;
7. the use of any software related to the Services;
8. viruses, spyware, service provider failures or internet access interruptions;
9. loss of use, loss of data, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud or unauthorized access; or
10. any content relating to the use of the Services,

even if you have been advised of the possibility of such Claim, or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.

In the event that we become liable for any damages whatsoever, you agree that such damages shall be limited in the aggregate to the amount of fees or charges which you have paid for the Product in the 3 months preceding the claim.

11. Indemnification

You agree to indemnify and hold harmless the Protected Parties from any claims, damages, losses, or expenses (including, without limitation, legal fees) in whole or in part arising from or attributable to your:

1. Access to or use of the Services or reliance on Outputs;
2. Violation of these Terms; or
3. Infringement of any third-party rights.

We will not be liable if we are unable to retrieve or reset a lost password. You agree that you are solely responsible for all activities that occur under your account, whether you are aware of them or not. If you become aware of any unauthorized use of your password or account, you agree to notify us via the contact e-mail set out in Section 21 (Contact Information) as soon as possible. You agree to hold us harmless and release us from any loss or liability whatsoever that you may incur as a result of someone other than you using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.

12. Termination

12.1 Termination by You

You may terminate your relationship with us by notifying AI Buddy via the contact e-mail set out in Section 21 (Contact Information). The Services and the applicable fees shall continue until the end of your then-current subscription term. If you use the Services during a trial period and do not register for the Services after the trial period, your account will be automatically terminated at the end of the free trial period.

12.2 Termination by AI Buddy

AI Buddy reserves the right, in its sole discretion, to suspend or terminate your Account or access to the Services under the following circumstances:

12.3 For Cause

AI Buddy may immediately suspend or terminate your account if you:

1. have not adhered to any or all the provisions of the Terms (such as a failure to pay fees when due) or if it appears that you do not intend to or are unable to comply with the Terms, such determination to be made solely at our discretion;
2. if we have changed our Terms or Privacy Policy and have not received your required consent, subject to the amendment provision in this Agreement;
3. if we are required to terminate the relationship by law;
4. if we receive any notice of your misuse of the Services; or
5. if provision of the Services is no longer commercially viable for us.

12.4 Without Cause

AI Buddy may, upon reasonable notice (not less than 10 days), suspend or terminate your account for business, technical, operational, or any other reason, even if no breach has occurred.

12.5 Effect of Termination

Upon termination, all rights and licenses granted to you under this Agreement shall immediately cease. You must promptly cease all use of the Services and delete or uninstall any related software or applications from your devices. AI Buddy may, but is not obligated to, delete or retain any User Content associated with your Account, subject to applicable law and AI Buddy data retention policies, as set out in greater detail in Schedule B of our Privacy Policy.

12.6 Data Dump

At any time within the Account Data Retention Period identified in Schedule B of our Privacy Policy, you may request a copy of all of your User Content ("Data Dump"). You understand and agree that after the expiration of the Account Data Retention Period, your User Content will be permanently deleted and you will no longer have access to such Data Dump.

12.7 Data Deletion

At any time, you may request all or a portion of your User Content be deleted by emailing our Privacy Officer at aukik@aibud.ca.

13. Force Majeure

AI Buddy shall not be liable or responsible for any failure or delay in performance of its obligations under this Agreement to the extent caused by events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, epidemic or pandemic, government actions or regulations, labour disputes, strikes, lockouts, civil commotion, acts of terrorism, war, failure of utilities, telecommunications, or internet service providers, or other similar events ("Force Majeure Events").

If a Force Majeure Event occurs:

1. AI Buddy obligations affected by the Force Majeure Event shall be suspended for the duration of the Force Majeure Event;
2. AI Buddy will use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably possible; and
3. If the Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement by providing written notice to the other, without further liability (except for payment obligations accrued prior to termination).

14. Governing Law, Forum, and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein, without regard to conflict of law principles. To the fullest extent permitted by applicable law, the parties shall seek resolution exclusively through binding arbitration using a single arbitrator and the rules promulgated by an arbitration authority at AI Buddy discretion. The decision of the arbitrator shall be binding on the parties and may be entered into a court of competent jurisdiction. All such arbitration shall be conducted in Ontario.

To the extent that the above mandatory arbitration clause is invalid under applicable laws, the parties hereby consent to, and hereby agree to submit to, the exclusive jurisdiction and venue in the provincial courts of Ontario or any federal court located therein. Each party shall be responsible for its own legal fees and other expenses incurred in connection with the performance of any of its obligations hereunder, however, you agree to pay reasonable legal fees and court costs incurred by us to collect any unpaid amounts owed by you.

15. Severability

If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.

16. Headings

The insertions of headings are for convenient reference only and are not to affect the interpretation of these Terms.

17. Assignment

You may not, without our prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. We may assign this Agreement to a third party at any time in our sole discretion. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

18. Waiver

You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of AI Buddy.

19. Survival

The provisions of this Agreement relating to intellectual property, limitation of liability, disclaimers, governing law, dispute resolution, and your payment obligations shall survive termination of this Agreement for any reason.

20. Entire Agreement

This Agreement constitutes the entire agreement between us and you with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby. In the event of a conflict between these Terms and the Privacy Policy, the terms and conditions found herein shall prevail.