Terms of Service

Effective Date: 20.07.2026

These Terms of Service ("Terms") form a legal agreement between SmarterIR Technologies Inc. ("SmarterIR," "we," "our," or "us") and any individual or organization ("Customer," "you," or "your") that accesses or uses our website, software platform, investor relations tools, AI-powered features, communication services, dashboards, APIs, or any related products and services (collectively, the "Services").

If you accept these Terms on behalf of a company or other legal entity, you confirm that you have the authority to bind that organization to these Terms. If you have entered into a separate written agreement with SmarterIR, that agreement will prevail to the extent it conflicts with these Terms.

1. Customer Accounts

Access to certain Services requires an account.

You agree to:

Provide complete and accurate registration and billing information.
Keep your account information current.
Protect usernames, passwords, API keys, and other credentials.
Be responsible for all activity occurring under your account.
Notify SmarterIR promptly if you become aware of unauthorized access or any security incident affecting your account.

You are responsible for ensuring that anyone authorized to use your account complies with these Terms.

2. License to Use the Services

During your subscription term and subject to these Terms, SmarterIR grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services solely for your internal business operations.

Unless expressly authorized by SmarterIR, you may not:

Copy, distribute, rent, lease, sublicense, or sell the Services.
Modify, reverse engineer, decompile, or attempt to discover source code.
Circumvent authentication or security mechanisms.
Interfere with the operation or availability of the Services.
Conduct unauthorized penetration testing or vulnerability scanning.
Upload malware or malicious software.
Use the Services in violation of applicable laws or regulations.
Submit information you are not legally entitled to use.
Process highly regulated or sensitive personal information unless expressly authorized in writing.

3. Customer Data

As between the parties, you retain ownership of all information, documents, communications, prompts, files, investor records, disclosures, and other content you upload or create using the Services ("Customer Data").

You grant SmarterIR the limited rights necessary to store, process, transmit, display, back up, and otherwise use Customer Data solely to operate, maintain, secure, support, and improve the Services.

You represent that:

You have all required rights and permissions relating to Customer Data.
Your use of the Services complies with applicable laws.
Customer Data does not infringe the rights of any third party.

You remain solely responsible for the accuracy, legality, and completeness of Customer Data.

4. Artificial Intelligence Features

Certain Services include AI-assisted capabilities such as drafting, summarization, search, workflow automation, analytics, and question answering.

AI-generated content is produced automatically and may contain inaccuracies, omissions, outdated information, or unintended results.

You are solely responsible for reviewing, verifying, editing, and approving any AI-generated output before:

Publishing it;
Sharing it externally;
Communicating with investors;
Making regulatory filings;
Relying on it for business or legal purposes.

SmarterIR does not provide legal, financial, accounting, tax, investment, or regulatory advice.

5. Regulatory Compliance

Customers operating in regulated industries—including public companies and investor relations teams—remain solely responsible for complying with all applicable laws, including securities legislation, stock exchange requirements, disclosure obligations, anti-spam laws, record retention requirements, and privacy legislation.

SmarterIR provides technology tools only and does not determine whether any communication, disclosure, filing, or announcement satisfies legal or regulatory requirements.

6. Pricing and Payment

Subscription fees, payment schedules, renewal periods, usage limits, taxes, and other commercial terms are described in the applicable order form, invoice, quotation, or written agreement.

Unless otherwise agreed:

Fees are payable in the stated currency.
Payments are non-refundable.
Late payments may result in suspension or termination of Services after reasonable notice.
Interest or late charges may be applied where permitted by law.

7. Third-Party Products

The Services may integrate with or rely upon software, infrastructure, AI models, communication platforms, CRM systems, analytics providers, payment processors, scheduling tools, or other third-party services.

Those services are governed by their own agreements and privacy practices. SmarterIR is not responsible for products or services provided by third parties beyond our reasonable control.

8. Confidential Information

During the course of providing the Services, either party may disclose confidential business, technical, financial, or commercial information.

Each party agrees to:

Protect confidential information using reasonable care;
Use confidential information only for purposes related to these Terms;
Limit disclosure to employees, contractors, advisors, or service providers who require access and are subject to confidentiality obligations.

These obligations do not apply to information that becomes publicly available through no fault of the receiving party or that is independently developed or lawfully obtained.

9. Intellectual Property

All rights, title, and interest in the Services—including software, source code, interfaces, documentation, workflows, templates, trademarks, and related intellectual property—remain the exclusive property of SmarterIR or its licensors.

Except for the limited license expressly granted in these Terms, no ownership or intellectual property rights are transferred to you.

Any feedback, suggestions, or recommendations you voluntarily provide may be used by SmarterIR without restriction or compensation, provided your confidential information is not disclosed.

10. Privacy

Our collection and use of personal information is governed by our Privacy Policy.

Where SmarterIR processes personal information on behalf of a customer, any applicable Data Processing Addendum or similar agreement will govern that processing.

11. Suspension and Termination

SmarterIR may suspend or restrict access to the Services if reasonably necessary to:

Protect the integrity or security of the platform;
Investigate suspected misuse;
Prevent fraud or unlawful activity;
Respond to legal obligations;
Address overdue payments.

Either party may terminate the Services in accordance with the applicable subscription agreement or order form.

Upon termination, your right to access the Services ends. Customer Data will be retained, returned, or deleted in accordance with the applicable agreement and applicable law.

12. Warranty Disclaimer

Except where expressly stated in a signed written agreement, the Services are provided "as is" and "as available."

To the fullest extent permitted by law, SmarterIR disclaims all express, implied, and statutory warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, and error-free operation.

We do not guarantee that AI-generated outputs will be accurate, complete, or suitable for any specific purpose.

13. Limitation of Liability

To the maximum extent permitted by law, SmarterIR shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, business interruption, loss of goodwill, or loss of data.

Except where prohibited by law or otherwise agreed in writing, SmarterIR's total cumulative liability arising from the Services shall not exceed the total fees paid by you for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

14. Indemnification

You agree to defend, indemnify, and hold harmless SmarterIR, its directors, officers, employees, affiliates, and licensors from any claims, liabilities, losses, damages, costs, or expenses arising out of:

Your Customer Data;
Your use of the Services;
Your breach of these Terms;
Your violation of applicable law; or
Your infringement of another person's rights.

15. Governing Law

Unless otherwise provided in a separate written agreement, these Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

The parties agree that the courts located in Vancouver, British Columbia shall have exclusive jurisdiction over disputes arising under these Terms, except where either party seeks equitable or injunctive relief in another court of competent jurisdiction.

16. Amendments

SmarterIR may revise these Terms from time to time.

Updated versions will become effective upon posting unless otherwise stated. Continued access to or use of the Services after changes become effective constitutes acceptance of the revised Terms.

17. Contact Us

Questions regarding these Terms of Service may be directed to:

SmarterIR Technologies Inc.

Email: info@smarterir.com

Address: 1122 Mainland St #228, Vancouver, BC V6B 5L1, Canada