Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you, whether personally or on behalf of a legal entity ("you," "User," or "Advisor"), and Astrabyte Technologies Inc., a corporation incorporated under the laws of Ontario, Canada ("Astrabyte," "we," "us," or "our"), governing your access to and use of the AdvisorIQ platform and all related services (collectively, the "Service"). By creating an account, accessing, or using the Service, you represent that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Data Processing Agreement, and our AI Usage Disclaimer, each of which is incorporated herein by reference.

2. Description of the Service

AdvisorIQ is a retrieval-augmented generation ("RAG") research assistant designed exclusively for licensed financial advisors. The Service enables advisors to submit natural-language research queries and receive AI-generated responses sourced from publicly available regulatory filings (such as SEC EDGAR and SEDAR+ documents), financial news, macroeconomic data, and advisor-uploaded documents. All AI-generated responses include citations to the underlying source materials.

3. Eligibility and User Representations

By using the Service, you represent and warrant that:

• You are at least eighteen (18) years of age and possess the legal capacity to enter into these Terms;
• You are a licensed, registered, or otherwise authorized financial professional (including but not limited to RIAs, CFPs, portfolio managers, dealing representatives, or advising representatives) in good standing with the applicable regulatory authority in your jurisdiction;
• You have obtained all necessary and informed consents from your clients before inputting, uploading, or otherwise providing their personal or financial data to the Service;
• You will use the Service strictly in compliance with all applicable laws, rules, and regulations, including without limitation the Canadian Securities Administrators ("CSA") regulations, CIRO (formerly IIROC) rules, provincial securities legislation, the U.S. Investment Advisers Act of 1940, SEC rules, FINRA rules, and GDPR where applicable;
• You will not use the Service to process data of individuals who have not provided appropriate consent;
• You will not upload documents that you do not have the legal right to use or that contain material subject to third-party intellectual property restrictions that would prohibit such use.

4. Account Registration and Security

To access the Service, you must create an account by providing accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at research@advisoriq.dev if you become aware of any unauthorized access to your account.

Firms with multiple advisor seats are responsible for ensuring that each authorized user maintains their own account credentials and that access is promptly revoked for any individual who leaves the firm or no longer requires access.

5. Subscription Plans and Fees

The Service is offered on a subscription basis. Subscription plans, pricing, usage limits, and included features are described on our pricing page and may be updated from time to time.

• Auto-renewal: All paid subscriptions automatically renew at the end of each billing period (monthly or annual) at the then-current rate unless cancelled in accordance with Section 8 prior to the renewal date.
• Payment: All fees are billed in advance on a monthly or annual basis as selected at the time of purchase. Payment is processed securely through our PCI-compliant payment processor. We do not store your credit card information.
• Per-seat billing: Team and Enterprise plans are billed on a per-seat basis. Adding seats mid-billing cycle will result in a pro-rata charge for the remainder of the current billing period. Removing seats takes effect at the start of the next billing period.
• Taxes: All fees are exclusive of applicable taxes, levies, or duties unless otherwise stated. You are responsible for all applicable taxes associated with your subscription, excluding taxes based on Astrabyte's net income.
• Overdue payments: If any payment is more than thirty (30) days overdue, Astrabyte reserves the right to suspend your access to the Service until all outstanding amounts are paid in full. Reinstatement of access will occur promptly upon receipt of full payment.
• Changes to pricing: We may modify our pricing with at least thirty (30) days' written notice. Price changes will take effect at the start of your next billing cycle following the notice period.

6. Free Tier and Trial Terms

AdvisorIQ offers a free tier and may from time to time offer trial periods for paid subscription plans. The following terms apply:

• Free plan: The Free plan is available at no cost for as long as you maintain an active account. No credit card is required to use the Free plan. The Free plan is subject to usage limits (including but not limited to client capacity and monthly query volume) as described on our pricing page. Astrabyte reserves the right to modify Free plan limits with thirty (30) days' notice.
• Paid plan trials: If a trial period is offered for any paid plan, the duration and terms of the trial will be specified at the time of enrollment. At the end of a trial period, your subscription will not automatically convert to a paid plan unless you affirmatively select and confirm a paid subscription. No credit card is required to begin a trial unless otherwise stated at enrollment.
• Early Adopter promotions: From time to time, Astrabyte may offer promotional pricing or special terms for early adopters. Such promotions are governed by the specific terms communicated at the time of enrollment. Upon expiration of the promotional period, your subscription will revert to standard pricing as described on our pricing page, with at least thirty (30) days' advance notice.
• Beta features: Astrabyte may make certain features available on a beta or preview basis. Beta features are provided "as-is" with no service level commitment and may be modified, suspended, or discontinued at any time without notice. Your use of beta features is voluntary and at your own risk.

7. Plan Changes (Upgrades and Downgrades)

You may change your subscription plan at any time through the Service settings, subject to the following terms:

• Upgrades: Plan upgrades take effect immediately. You will be charged a pro-rata amount for the remainder of your current billing period based on the difference between your current plan and the new plan. Subsequent billing periods will be charged at the full rate of the new plan.
• Downgrades: Plan downgrades take effect at the start of your next billing period. You will retain access to your current plan's features until the end of the current billing period. Before your downgrade takes effect, you must ensure that your data and usage are within the limits of the new plan.
• Data over plan limits: If your data or usage exceeds the limits of your new plan after a downgrade takes effect, your account will be placed in read-only mode until you either reduce your data to within the new plan's limits or upgrade to a plan that accommodates your current usage. Astrabyte will not delete your data without providing at least thirty (30) days' written notice and an opportunity to export or adjust your data.

8. Refund and Cancellation Policy

This section governs cancellations, refunds, service credits, and billing disputes for all paid subscriptions. AdvisorIQ is a fully automated software-as-a-service product with no human-driven or manually delivered services.

• Cancellation: You may cancel your subscription at any time through the Service settings or by sending written notice to research@advisoriq.dev. Upon cancellation, your access to paid features will continue through the end of your current billing period. Cancellation stops future charges but does not generate a refund for the current or any prior billing period.
• Refund policy: All fees are non-refundable. No refunds will be issued for any reason, including but not limited to cancellation, downgrade, or unused time remaining in a billing period. This no-refund policy applies to all subscription plans, whether billed on a monthly or annual basis, and takes effect immediately upon payment. There is no refund window.
• Service credits: If the Service is unavailable for more than twenty-four (24) consecutive hours (excluding scheduled maintenance as described in Section 14), you may be eligible for a service credit equal to the pro-rata daily fee for each full day of downtime. Service credits must be requested in writing to research@advisoriq.dev within thirty (30) days of the incident. Credits will be applied to future invoices only and are not redeemable for cash refunds. The maximum aggregate service credit in any calendar month shall not exceed thirty percent (30%) of that month's subscription fees.
• Billing disputes: If you believe you have been incorrectly charged, you must contact research@advisoriq.dev within sixty (60) days of the date of the disputed charge. Astrabyte will investigate and respond within fifteen (15) business days. Filing a chargeback or payment dispute with your financial institution without first contacting Astrabyte may result in suspension of your account pending resolution.

9. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party right;
• Upload or transmit any malicious code, viruses, or harmful content;
• Attempt to gain unauthorized access to the Service, other user accounts, or our infrastructure;
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
• Use automated means (bots, scrapers, or crawlers) to access the Service without our prior written consent;
• Resell, sublicense, or redistribute the Service or any AI-generated outputs to third parties as a standalone product;
• Use the Service in any manner that could damage, disable, overburden, or impair its operation.

10. Intellectual Property

The Service, including its software, design, user interface, documentation, and all related intellectual property, is and remains the exclusive property of Astrabyte Technologies Inc., protected by Canadian, United States, and international copyright, trademark, and other intellectual property laws.

Your data: You retain all ownership rights in your input data, uploaded documents, and Client Data. You grant Astrabyte a limited, non-exclusive license to process your data solely as necessary to provide the Service.

AI-generated outputs: Research responses, pre-meeting briefs, and other outputs generated by the Service are provided for your use in your advisory practice. Astrabyte does not claim ownership of AI-generated outputs. However, these outputs are derived in part from publicly available sources and our proprietary systems, and Astrabyte makes no representation that outputs are original works or free from third-party intellectual property claims.

11. Confidential Information

Each party (the "Receiving Party") acknowledges that in connection with these Terms it may receive or have access to information that is confidential to the other party (the "Disclosing Party"). "Confidential Information" means any non-public information disclosed by either party, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, proprietary technology, software, algorithms, business plans, financial information, pricing terms, client data, and user data.

The Receiving Party agrees to: (a) protect the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use the Disclosing Party's Confidential Information for any purpose other than to exercise its rights or perform its obligations under these Terms; and (c) not disclose the Disclosing Party's Confidential Information to any third party except to its employees, contractors, or agents who need to know such information and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that it gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonably cooperates with the Disclosing Party's efforts to obtain protective treatment. The obligations under this section shall survive termination of these Terms for a period of three (3) years.

12. Data Handling and Privacy

Your use of the Service is subject to our Privacy Policy and, where applicable, our Data Processing Agreement. We do not sell, share, or disclose your data to third parties. We do not use your data, your clients' data, your uploaded documents, or your query history to train or improve any AI or machine learning models. For complete details on our data practices, please refer to our Privacy Policy.

13. Compliance Audit Trail

The Service maintains an immutable audit log of all research queries, AI-generated responses, citations, and related metadata. These records are retained for a minimum of seven (7) years to support your regulatory compliance obligations. You may export your audit trail at any time in PDF or CSV format. The audit trail is designed to assist with your recordkeeping obligations, but you remain solely responsible for maintaining all records required by your applicable regulatory authority.

14. Service Availability

Astrabyte uses commercially reasonable efforts to maintain the availability of the Service. While not a guarantee, our target is 99.5% monthly uptime, measured as the percentage of total minutes in a calendar month during which the Service is operational, excluding scheduled maintenance windows.

• Scheduled maintenance: Astrabyte will provide at least forty-eight (48) hours' advance notice of scheduled maintenance via email or in-app notification. Scheduled maintenance will be performed during low-usage windows whenever practicable. Scheduled maintenance periods are not counted toward downtime for the purposes of calculating uptime or service credits.
• Emergency maintenance: In the event of critical security vulnerabilities, data integrity issues, or system stability threats, Astrabyte may perform emergency maintenance without advance notice. Astrabyte will notify affected users as soon as reasonably practicable during or after emergency maintenance.
• Service credits: Service credit eligibility for extended downtime is governed by the terms set forth in Section 8 (Refund and Cancellation Policy).
• No SLA guarantee: The uptime target stated in this section is a goal, not a contractual guarantee. Astrabyte shall not be liable for any failure to meet the stated uptime target except as expressly provided in the service credit terms of Section 8.

15. Third-Party Services and Data Sources

The Service integrates with and relies upon third-party data sources, services, and infrastructure to deliver its functionality. You acknowledge and agree to the following:

• Third-party data: The Service retrieves and processes data from third-party sources including, but not limited to, SEC EDGAR, SEDAR+, the Federal Reserve Economic Data ("FRED") database, financial news APIs, and prediction market data providers. Astrabyte does not control, verify, or guarantee the accuracy, completeness, timeliness, or availability of any third-party data. Changes to third-party data formats, access policies, or availability may affect the Service's functionality.
• Payment processing: Payment for the Service is processed by Paddle (Paddle.com Market Limited or its affiliates), our authorized payment processor and merchant of record. Your use of payment services is subject to Paddle's terms and conditions in addition to these Terms. Astrabyte is not responsible for errors, outages, or security incidents attributable to the payment processor.
• Third-party outages: Interruptions, degradations, or discontinuations of third-party services are not considered downtime of the Service for the purposes of Section 14 (Service Availability) or Section 8 (Refund and Cancellation Policy). Astrabyte shall use commercially reasonable efforts to mitigate the impact of third-party outages but is not liable for any loss or damage resulting therefrom.
• No endorsement: Reference to any third-party service, product, or data source does not constitute an endorsement by Astrabyte. You are responsible for reviewing and complying with the terms and conditions of any third-party services you access through or in connection with the Service.

16. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ASTRABYTE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, ASTRABYTE DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, OR FREE FROM "HALLUCINATIONS" (FABRICATED OR MISLEADING CONTENT); (C) THE CITATIONS PROVIDED WILL BE EXHAUSTIVE OR REFLECT THE MOST CURRENT AVAILABLE INFORMATION; OR (D) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS OR COMPLIANCE OBLIGATIONS.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ASTRABYTE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, REGULATORY FINES OR PENALTIES, OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ASTRABYTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, ASTRABYTE'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO ASTRABYTE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18. Indemnification

You agree to indemnify, defend, and hold harmless Astrabyte Technologies Inc., its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Service; (b) any financial advice, recommendations, or communications you provide to your clients, whether or not derived from AI-generated outputs; (c) your breach of these Terms; (d) your violation of any applicable law or regulation; or (e) your infringement of any third-party rights.

19. Suspension and Termination

We may suspend or terminate your access to the Service immediately and without prior notice if: (a) you breach any provision of these Terms; (b) we are required to do so by law or regulatory order; (c) we reasonably believe your use of the Service poses a security risk; or (d) your account is inactive for more than twelve (12) consecutive months.

• User-initiated termination: You may terminate your account at any time by cancelling your subscription through the Service settings or by sending written notice to research@advisoriq.dev. Cancellation and refund terms are governed by Section 8.
• Data portability: Upon termination (whether initiated by you or by Astrabyte), you may export all of your data, including client records, uploaded documents, and query history, within thirty (30) days of the termination date. After the thirty-day period, Astrabyte will delete your data in accordance with our Privacy Policy.
• Firm and team accounts: If a firm administrator terminates the firm's account, all advisor seats associated with that firm will also be terminated. Individual seat removals within a firm are handled by the firm administrator and do not affect other seats or the firm's account.
• Audit log retention: Immutable audit logs are retained in accordance with Section 13, regardless of account termination. These logs are not subject to user-initiated deletion.

20. Governing Law 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.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration administered in Toronto, Ontario, Canada, in accordance with the Arbitration Act, 1991 (Ontario). The language of the arbitration shall be English.

Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction in Ontario, Canada, to prevent irreparable harm pending the outcome of arbitration.

21. Electronic Communications and Notices

By creating an account or using the Service, you consent to receive communications from Astrabyte electronically, including via email, in-app notifications, and notices posted within the Service. You agree that all agreements, notices, disclosures, and other communications that Astrabyte provides to you electronically satisfy any legal requirement that such communications be in writing.

• Notices to you: Official notices from Astrabyte will be sent to the email address associated with your account. Notices are deemed received on the date the email is sent, provided that no delivery failure notification is received.
• Notices to Astrabyte: Official notices to Astrabyte must be sent to research@advisoriq.dev. Notices are deemed received on the first business day following the date the email is sent.
• Current contact information: You are responsible for keeping the email address associated with your account current and accurate. Astrabyte is not liable for any failure to receive notice resulting from an outdated or incorrect email address on your account.

22. Modifications to These Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will provide at least thirty (30) days' notice by email or by posting a prominent notice within the Service. The "Effective Date" at the top of this page indicates when the current version became effective. Your continued use of the Service after the effective date of any revised Terms constitutes your acceptance of those changes. If you do not agree with the revised Terms, you must discontinue use of the Service.

23. General Provisions

• Entire agreement: These Terms, together with the Privacy Policy, Data Processing Agreement, and AI Usage Disclaimer, constitute the entire agreement between you and Astrabyte regarding the Service and supersede all prior agreements and understandings.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: The failure of Astrabyte to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. Astrabyte may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Force majeure: Astrabyte shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, pandemic, or failures of third-party infrastructure.

24. Contact Us

For questions, concerns, or notices regarding these Terms, please contact us at:

Astrabyte Technologies Inc.
Toronto, Ontario, Canada
research@advisoriq.dev