Civia Inc. dba GovAI, a Canadian corporation ("GovAI") makes available the GovAI Platform as described in more detail at the website GovAI.com. These terms of use (the "Terms") govern individuals and entities (each a "Customer") who subscribe to a free trial, "freemium" or other limited usage subscription to the GovAI Platform. IMPORTANT: THESE TERMS DO NOT APPLY TO PAID SUBSCRIPTIONS TO THE SERVICES THAT ARE GOVERNED BY GOVAI'S MASTER SUBSCRIPTION AGREEMENT, AND ARE SUPERSEDED BY THE TERMS OF GOVAI'S MASTER SUBSCRIPTION AGREEMENT WHERE ENTERED INTO BETWEEN GOVAI AND ANY CUSTOMER. BY ACCESSING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THESE TERMS.
GovAI and Customer are each referred to as a "Party" and together as the "Parties". Capitalised terms used in these Terms are defined either in the body of these Terms or in Section 9 below.
1. Use of the Service
1.1. Limited License. Subject to the terms of these Terms, where Customer subscribes to the Services GovAI grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable limited right to access and use the Service and Documentation for Customer's internal use (including for, governmental, public-sector and organizational purposes). Such subscription may be limited to the time period or other restrictions as communicated at the time of subscription. As part of such right, Customer may permit its directors, officers, employees, contractors and other personnel under Customer's direction or control ("Customer Personnel") to access and use the Service. Customer's use of the Service remains subject to any user, account, feature, capacity or usage restrictions set out in these Terms and the Documentation. Customer Personnel are collectively referred to as "users". The scope of use granted to any Customer under these Terms is determined solely by GovAI at it's sole discretion, and may be limited or revoked by GovAI at any time without notice. Either party may terminate the subscription under these Terms at any time, at which time Customer must immediately cease all use of the Services.
1.2. Restrictions. Customer shall not and shall not permit anyone to, directly or indirectly, (i) modify, translate, adapt, disassemble, reverse assemble or engineer, reverse compile or decompile, or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service and/or any Documentation (except to the extent expressly permitted by GovAI or authorized within the Service); (ii) copy, sublicense, distribute, assign, re-license, sell, lease, transfer, or otherwise use the Service for time-sharing or otherwise for the benefit of a third-party; (iii) copy, sublicense, distribute, assign, re-license, sell, lease, transfer or otherwise make the Service available to a third party, except to Customer Personnel as expressly permitted under these Terms; (iv) frame or mirror any content forming part of the Service; (v) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy or publicity rights; (vi) use the Service to send or store means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs ("Malicious Code"); (vii) have access to the Service to interfere with or disrupt the integrity or performance of the Service or the data contained therein; (viii) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (a) build a competitive offering or product, and/or (b) copy any ideas, features, functions or graphics of the Service; and/or (ix) remove any identifying marks, logos, labels, or other proprietary notice from the Service.
1.3. Customer Responsibilities. Customer will (a) be responsible for its users' compliance with these Terms and the, Documentation, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer's use of Customer Data with the Services, and the interoperation of any Integrations with which Customer uses Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify GovAI promptly of any such unauthorized access or use, and (d) use Services only in accordance with these Terms and the Documentation, and (e) comply with terms of service of any Integration with which Customer uses Services.
1.4. Output Use and Assessment. Customer is responsible for its use of outputs generated by or through the Services (each an "Output" and collectively, "Outputs"), including determining whether Output is appropriate for that use. Customer must not (and must not permit anyone else to): (i) use Output in a manner that Customer knows, or reasonably should know, violates third-party rights or applicable law; or (ii) represent that Output is human generated or approved or endorsed by GovAI or its subcontractors. Output is generated by artificial intelligence, including by using technology provided by third-party subcontractors ("AI Tools"). GovAI makes no warranty as to the accuracy, completeness or reliability of Output or that it does not violate third-party rights or law. Due to the nature of the Service, (i) Output may not be unique or exclusive to Customer and its users, (ii) the same or similar input may yield differing Output, and (iii) Output does not represent GovAI's or its subcontractors' views.
1.5. Agents and Assistants. Agents (which may also be referred to as "assistants" or similar terms) are AI Tools that users may direct to take certain actions on behalf of Customer ("Agents"). These actions are not Output. Agents may be created by Customer, provided by GovAI, or provided by third parties as Integrations. Customer is responsible for its configuration and use of Agents, including determining what inputs Agents may access, whether any actions Agents may take are appropriate for that use and appropriately supervising such actions. Customer must not use Agents in a manner that either violates third-party rights or applicable law or is intended, or would reasonably be expected, to do so.
2. Customer Data
2.1. Customer License. Customer grants GovAI a non-exclusive, worldwide, royalty-free, fully paid-up license to access, collect, use, analyze, store and process Customer Data solely to provide, operate, secure and support the Service for Customer, including making Customer-specific configurations and improvements.
2.2. Integrations. Customer may authorize the Service to connect to Customer systems, third-party services, data sources, application programming interfaces (APIs), tools, model context protocol (MCP) and other integration protocols ("Integrations"). Customer authorizes GovAI to access, retrieve, transmit, process and, where configured, submit Customer Data to and/or through such Integrations in the provision of the Services and to perform Customer-authorized actions.
2.3. Personal Data. To the extent Customer Data includes Personal Data (as defined in the DPA), GovAI will process that information in accordance with these Terms, the GovAI Data Processing Addendum https://govai.com/legal/dpa ("DPA").
2.4. Restrictions on use. For the avoidance of doubt: (a) the license contemplated herein shall not permit GovAI to create aggregated data sets (whether anonymized, de-identifying, statistical or otherwise) derived from Customer Data for purposes of training the GovAI Platform or any Third-Party AI Models used by the GovAI Platform, (b) Customer Data will not be used to train the AI models of the GovAI Platform or any Third-Party AI Models, and (c) GovAI shall opt out of, and maintain commercially reasonable controls to prevent, the use of Customer Data for training or improving any Third-Party AI Models where such opt-out mechanisms are made available by the applicable provider.
2.5. Usage Data Subject to section 2.4, GovAI shall have the right to collect and analyze anonymized and de-identified data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (collectively, the "Usage Data"). GovAI shall be the exclusive owner of all intellectual property rights in such Usage Data and without limiting the foregoing will be free to use Usage Data: (i) to improve and enhance the Service; (ii) for other development, diagnostic and corrective purposes in connection with the Service and other GovAI offerings; and (iii) for marketing, educational, and promotional purposes, provided Usage Data do not contain any Confidential Information of Customer or identify Customer or any Personal Data.
3. Proprietary Rights
3.1. Customer Data. As between GovAI and Customer, Customer owns all right, title and interest in and to Customer Data.
3.2. Service and Documentation. All Intellectual Property Rights in and to the Service and Documentation shall, at all times, remain exclusively with GovAI and its licensors. Customer shall acquire no right whatsoever to all or any part of the Service except the right to use the Service in accordance with the terms of these Terms and GovAI and its licensors reserve all rights not expressly granted to Customer.
3.3. Feedback. Customer may from time to time provide to GovAI reasonable feedback with respect to the Service, including without limitation information on usability and evaluation of the Service and Documentation ("Feedback"). Customer agrees that any such Feedback, as well as any other know-how, developments, improvements, or data concerning the Service that Customer may suggest or provide to GovAI (collectively, "Improvements") will be the sole property of GovAI and may be used by GovAI for any purposes GovAI sees fit.
4. Customer Obligations
4.1. General. Customer agrees to: (i) comply and cause Customer Personnel to comply with its confidentiality obligations, and all other obligations set out in these Terms; (ii) be responsible for all activities that occur through its accounts and Customer-configured deployments; (iii) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (iv) use commercially reasonable efforts to prevent unauthorized access to, or use of the Service, and notify GovAI promptly of any such unauthorized access or us; (v) use the Service solely for Customer's authorized governmental, public-sector and organizational purposes, and comply with applicable law.
4.2. Fair Usage. Customer will use the Service in accordance with the following fair usage principles:
4.2.1. Excessive or Abusive Usage. Customer shall not use the Service in a manner that is excessive, abusive or inconsistent with the subscription. Prohibited use includes: (a) automated high-volume generation unrelated to Customer's bona fide operations; (b) use for the benefit of third parties (c) attempts to circumvent usage, capacity or technical restrictions; or (d) usage patterns that materially degrade the Service for GovAI or other customers.
4.2.2. Remedial Measures. GovAI may at any time: (a) implement technical limits, including rate limiting or throttling; or (b) disable Customer's use of the Service.
5. Confidentiality
5.1. Definitions. As used in this Section 5, "Confidential Information" shall mean and include information disclosed by GovAI or Customer (the "Disclosing Party") to the other (the "Recipient") during the term would be considered confidential by someone exercising reasonable business judgment. Confidential Information includes the Service (and the results of any testing or evaluation of the Service), Documentation, and any other related information furnished by GovAI to Customer, including, without limitation, all Intellectual Property Rights, information, pricing plans, know-how, product plans, technical information and specifications.
5.2. Compliance and Obligations. The Recipient agrees to keep confidential any and all Confidential Information of Disclosing Party and shall take reasonable steps it takes to protect its own Confidential Information. Recipient shall only disclose such Confidential Information (i) to its Customer Personnel, agents, or representatives who have a need to know such information, for the purpose of performing their obligations under these Terms, and who have entered into confidentiality agreements and are bound by confidentiality obligations no less protective as these Terms, or (ii) to the extent required by applicable law or during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of these Terms, provided that the Recipient shall give the Disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.
5.3. Freedom of Information Requests and Public Records Laws. Notwithstanding the obligations in this Section 5, the Customer may be subject to applicable public records laws, including but not limited to the Freedom of Information Act (FOIA) or similar state or provincial legislation, which may require disclosure of certain information. If the Customer receives a request for the disclosure of Confidential Information under such laws, the Customer shall promptly notify GovAI of the request and, to the extent legally permissible, allow GovAI to seek a protective order or other appropriate remedy to protect the Confidential Information. If GovAI fails to obtain such remedy, the Customer may disclose the requested Confidential Information in accordance with applicable law, and such disclosure will not constitute a breach of these Terms.
5.4. Exceptions. Confidential Information shall not include information which: (i) is or later becomes publicly available without breach of these Terms, or is disclosed by the Disclosing Party without any obligation of confidentiality; (ii) is known to the Recipient at the time of disclosure by the Disclosing Party, (iii) is independently developed by the Recipient without use of Confidential Information, (iv) becomes known or available to the Recipient without restriction from a source having the lawful right to disclose such information; (v) is generally known or readily ascertainable by Parties of ordinary skill in the business of the Recipient; or (vi) is software code in either object code or source code form that is licensed under an open source license.
6. Indemnification
6.1. Indemnification by Customer. To the extent permitted by applicable law, Customer shall defend and indemnify GovAI against a third-party claim alleging that Customer Data, as provided to GovAI and used in accordance with these Terms, infringes that third party's intellectual property rights, or arising directly from Customer's unlawful use of the Service. Customer shall have no obligation under this Section to the extent the claim results from GovAI's modification or misuse of Customer Data, GovAI's breach of these Terms, or the operation of the Service itself.
7. Warranties and Disclaimers
7.1. General Warranties. Each party represents, warrants to the other party that: it has all requisite power and authority and approvals to execute, deliver and perform its obligations under these Terms; .
7.2. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET OUT ABOVE, THE SERVICE AND DOCUMENTATION (IF ANY) UNDER THESE TERMS ARE PROVIDED "AS IS" AND 'WHERE IS" AND GOVAI EXPRESSLY EXCLUDES AND DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. GOVAI DOES NOT REPRESENT OR WARRANT THAT THE GOVAI PLATFORM WILL PRODUCE ACCURATE OR RELEVANT CONTENT OR OUTPUT FOR THE CUSTOMER OR USERS, THAT THE AGENTS WILL PERFORM CORRECTLY OR OTHERWISE PERFORM WITHOUT INTERRUPTION OR ERROR. WHILE MAINTAINING REASONABLE DATA SECURITY MEASURES CONSISTENT WITH ITS OBLIGATIONS UNDER THESE TERMS, GOVAI CANNOT GUARANTEE THAT THE GOVAI PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION, OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE UPON SUCH HACKING OR INTRUSION. GOVAI DOES NOT REPRESENT THAT THE OUTPUT GENERATED BY THE GOVAI PLATFORM WILL BE SATISFACTORY IN ANY WAY TO CUSTOMER. GOVAI HAS NO CONTROL OVER THE OPERATION OF THE THIRD-PARTY AI MODELS IT ACCESSES AS PART OF ITS PROCESSING ACTIVITIES, THE OUTPUTS THEY GENERATE, OR THE CONTINUED AVAILABILITY OF ANY THIRD-PARTY AI MODELS.
8. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFIT OR REVENUE BY THE OTHER, OR FOR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT OR ECONOMIC DAMAGES INCURRED OR SUFFERED BY THE OTHER PARTY ARISING AS A RESULT OF OR RELATED TO THESE TERMS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. THE TOTAL LIABILITY OF GOVAI FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS, OR TO ANY ACT OR OMISSION OF GOVAI, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED BY CUSTOMER AND SHALL NOT EXCEED $100.
9. Definitions
As used herein: "Customer Data" means any information, materials or content transmitted to, from or through the Service by or on behalf of Customer, Customer Personnel, or members of the public interacting with a customer-configured public-facing service; Customer Data excludes Feedback.
"Documentation" means, any written or electronic technical documentation, including user manuals, reference materials and/or release notes (if any) that is made available with the Service, and which may be updated and amended from time to time;
"Integrations" has the meaning given to it in section 2.2;
"Intellectual Property Rights" means, all proprietary rights, patents, trademarks, tradenames, trade dress, trade secrets, authorship (including expressions, designs, copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation, all industrial and other intellectual property rights, and all modifications, translations or adaptations, improvements or developments in and of the foregoing, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered, all registrations, rights to register or apply for registration, renewals, reversions, all waivers and assignments of moral rights, all assignments of model and property releases, and all rights to enforce such rights or interest, in any work, including without limitation, the structure, sequence and organization of the same, worldwide and in perpetuity;
"GovAI Platform" or "Service" means the software-as-a-service platform provided by GovAI under these Terms, including its user interfaces, APIs, dashboards, administrative tools, and features made available under the applicable subscription, but excluding Third-Party AI Models.;
"Third-Party AI Models" means any third-party AI or large language model services integrated with or accessed by the GovAI Platform
10. General Provisions
10.1. Entire Agreement. These Terms , and all other applicable schedules, exhibits, and addenda to these Terms, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. Any Data Processing Addendum entered into between the Parties is incorporated into these Terms solely as supplementary privacy and data-processing terms and does not override these Terms unless expressly stated in a written amendment signed by both Parties. The parties agree that any term or condition (including without limitation Customer's pre-printed terms of purchase or terms of purchase incorporated by reference) stated in a Customer purchase order or in any other Customer order documentation shall be of no effect and shall not form part of any legally binding agreement between the parties.
10.2. Relationship. The Parties are independent contractors and nothing in these Terms shall create, or be construed to create, an employment or agency relationship between GovAI and Customer.
10.3. Governing Law and Venue. These Terms shall be governed by and construed in accordance with the laws of British Columbia without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the courts of competent jurisdiction in Vancouver, British Columbia, and each Party irrevocably submits to the personal jurisdiction and venue of those courts.
10.4. Waiver. The delay or failure of either Party to exercise any rights under these Terms will not constitute, or be deemed to constitute, a waiver or forfeiture of such rights. No waiver shall be valid unless it is in writing and signed by the Party against whom such waiver is sought.
10.5. Assignment. The rights, duties, and privileges of Customer to these Terms shall not be transferred or assigned by it, in whole or in part, without the prior written consent of the GovAI. Notwithstanding the foregoing, GovAI will have the right to assign these Terms in connection with the sale of substantially all of its assets to a third party or in the event of a change of control.
10.6. Severability. In case any one or more of the provisions of these Terms should be held invalid, illegal, or unenforceable, each such provision shall be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remaining provisions contained in these Terms shall not in any way be affected or impaired.
10.7. No Third-Party Beneficiaries. Nothing in these Terms confers any rights or remedies on any person or entity other than the Parties.
10.8. Headings. All headings contained in these Terms are included as a matter of convenience and shall not be deemed part of these Terms for purposes of interpretation.
10.9. Language. The Parties have required that these Terms and all documents and notices resulting from it be drawn up in English.
10.10. Force Majeure. Except with respect to the Customer's payment obligations, neither Party shall be responsible for its failure to perform to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, epidemics or pandemics, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a Party's possession or reasonable control, provided that such Party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.
10.11. Export. Customer acknowledges and agrees that the Service may be subject to export and import controls under the regulations of Canada, the United States, and other countries, and Customer shall comply with all export and import control regulations of such countries. Customer shall not use the Service for any purposes prohibited by export laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. Customer shall be responsible for procuring all required permissions for any subsequent export, import, or use of the Service.
10.12. Surviving Provisions. The following provisions shall survive any termination or expiration of a subscription under these Terms: Sections 1.2 to 1.5 and Sections 2-10.