Terms of Service

For the purposes of these Terms, the following terms have the meanings set out below.

"Subscription" means any paid or free subscription giving access to some or all of the Services.

"Account" means the user space created within the platform to access the Services.

"Client Data" means any information, data, statistic, indicator, file, document, or content transmitted, synchronized, connected, imported, or generated by the Client in connection with the use of the Services.

"Aggregated Data" means anonymized, consolidated, or transformed data that does not allow for the direct or indirect identification of any user or organization.

"Oryon Index™" means the entire set of methodologies, algorithms, scoring systems, evaluation mechanisms, derived indicators, weightings, calculations, scores, analytical models, and proprietary processes developed or operated by Oryon.

"Platform" means all software, interfaces, dashboards, technological infrastructure, applications, and systems operated by Oryon.

"Intellectual Property" means all patents, patent applications, trade secrets, copyrights, trademarks, industrial designs, algorithms, software, methods, interfaces, databases, artificial intelligence models, processes, concepts, and know-how belonging to Oryon.

"Services" means collectively the SaaS platform, analytics tools, dashboards, artificial intelligence services, automation systems, performance indicators, reports, analyses, and any feature offered by Oryon.

"Authorized User" means any person to whom the primary account holder grants access to the Platform in accordance with the subscribed plan.

Oryon operates a technology platform that enables organizations to centralize, connect, visualize, analyze, and interpret various business, marketing, sales, financial, and operational data from sources authorized by the user.

The Services may, among other things, enable connection to third-party platforms, the production of customized dashboards, the generation of automated reports, data analysis, the creation of performance indicators, the use of artificial intelligence features, the production of automated recommendations, and the use of the Oryon Index™.

The Services are intended to support organizations' management and decision-making activities. They do not constitute regulated professional services.

Subject to continued compliance with these Terms and payment of applicable fees, Oryon grants the user a limited, revocable, non-exclusive, non-transferable, non-assignable, and non-sublicensable license to access and use the Services solely for the user's internal business activities.

Nothing in these Terms shall be construed as granting any transfer of ownership or any intellectual property right in the Platform or in any of its components.

The user acknowledges that the Services are licensed, not sold, to the user.

Any use not expressly authorized by these Terms is strictly prohibited.

Access to the Services may require the creation of an Account.

The user agrees to provide accurate, complete, and up-to-date information upon registration and to keep that information current throughout the user's use of the Services.

Each user remains responsible for the confidentiality of their access credentials and for any activity carried out through their Account.

Depending on the subscribed plan, an Account may allow the addition of one or more Authorized Users. The primary account holder remains responsible for all actions taken by the Authorized Users associated with their organization.

Oryon reserves the right to suspend, restrict, or deactivate any Account where it reasonably considers such action necessary to preserve the security, integrity, compliance, or proper functioning of the Services.

The user agrees to use the Services in accordance with applicable laws and these Terms.

Without limiting the generality of the foregoing, the user agrees not to:

circumvent the Platform's security mechanisms;

reverse engineer, decompile, or disassemble the Services;

engage in scraping or automated data extraction;

conduct unauthorized penetration testing;

resell or redistribute the Services;

share access in violation of the subscribed plan;

use the Services to develop a competing product;

attempt to identify or reproduce the calculation mechanisms of the Oryon Index™;

use the Services for fraudulent, abusive, or unlawful purposes.

Any violation of this Article may result in the immediate suspension or termination of the Account without notice.

Access to certain features of the Services is conditional upon a valid Subscription.

The characteristics, limitations, features, data volumes, access levels, number of authorized users, and fees applicable to each plan are those displayed on the website or communicated to the Client at the time of subscription.

Oryon reserves the right to modify its plans, features, or pricing at any time. Any pricing change applicable to an active subscription will take effect at the next renewal cycle following reasonable notice to the Client.

Subscriptions are offered on a monthly, annual, or other basis as determined by Oryon.

Unless otherwise indicated, every subscription automatically renews upon expiry for a period equivalent to the one originally subscribed.

By subscribing to a plan, the Client expressly authorizes Oryon or its authorized payment provider to automatically charge applicable fees to the payment method on file.

All amounts indicated are expressed in the currency displayed at the time of subscription and exclude applicable taxes, which remain the Client's responsibility.

Oryon may offer temporary free access to certain Services as part of a promotional trial period.

Unless otherwise indicated, the free trial period is fourteen (14) days.

Oryon reserves the right to modify, suspend, limit, or withdraw any free trial offer at its sole discretion.

Upon expiry of the trial period, the user must subscribe to a paid plan to continue using the Services.

All fees paid to Oryon are final and non-refundable.

Subject to applicable mandatory laws, no refund, credit, compensation, or adjustment will be granted in connection with:

the voluntary cancellation of a subscription;

the suspension of an account;

non-use of the Services;

partial use of a subscription period;

the voluntary deletion of an account;

or any other similar situation.

The Client acknowledges that the Services are provided as access to a technology platform and that fees paid compensate, among other things, for the ongoing availability of the infrastructure, software, security systems, cloud services, and resources necessary to operate the Services.

In the event of a declined payment, expiration of a payment method, cancelled transaction, chargeback, or any other situation preventing full payment of amounts owed, Oryon may immediately suspend access to the Services without notice.

Suspension of the Account does not cancel the Client's financial obligations.

Oryon also reserves the right to recover unpaid amounts by all available legal means.

The Client remains liable for all fees, administrative costs, banking charges, or reasonable fees incurred by Oryon in connection with the collection of amounts owed.

Oryon may immediately suspend or terminate access to all or part of the Services where it reasonably believes that:

the user is in breach of these Terms;

use of the Services creates a security risk;

the user is attempting to circumvent the Platform's protection mechanisms;

the user is infringing Oryon's Intellectual Property;

the user is compromising the integrity of the Services;

a payment failure has occurred;

or where such suspension is necessary to comply with a legal or regulatory obligation.

The Client may terminate their subscription at any time in accordance with the terms set out in their account.

Any termination will take effect at the end of the already-paid period.

Termination does not give rise to any refund.

Subject to applicable legal obligations, Client Data is retained for as long as necessary to provide the Services.

Upon final closure or termination of the Account, Oryon may retain certain data for a maximum period of thirty (30) days to allow for applicable administrative, technical, security, or recovery processes.

Upon expiry of this period, the data may be permanently deleted.

The Client acknowledges that it is the Client's responsibility to carry out any backup or extraction the Client considers necessary before closing the Account.

Oryon assumes no liability for data deleted in accordance with these Terms.

Certain plans or special arrangements may include additional services such as custom integrations, advanced configurations, specific development work, connections to third-party systems, or support services.

These services may be subject to separate agreements, quotes, or additional terms.

Where authorized partners are involved in providing certain complementary services, including strategic, consulting, or support services, those partners remain responsible for their own professional services.

Oryon shall not be held liable for advice, recommendations, or services provided directly by an independent partner.

The Services may interact with platforms, software, services, or infrastructure operated by third parties, including cloud providers, advertising platforms, CRM systems, payment providers, or artificial intelligence providers.

Oryon does not control these third-party services and cannot guarantee their availability, accuracy, security, or compliance.

Any interruption, modification, limitation, suspension, or discontinuation of a third-party service may affect certain features of the Platform without giving rise to liability on the part of Oryon.

The Client acknowledges that certain features of the Services depend directly on third-party providers such as AWS, Stripe, OpenAI, advertising platforms, CRM platforms, or other systems connected by the Client.

The Client remains at all times the sole owner of all Client Data imported, synchronized, transmitted, stored, or otherwise processed in connection with the use of the Services.

Nothing in these Terms shall be construed as granting Oryon any ownership right in Client Data.

The Client nevertheless grants Oryon a limited, non-exclusive, worldwide, revocable, and royalty-free license to process, store, analyze, reproduce, transmit, and use Client Data to the extent strictly necessary to provide, secure, operate, maintain, and improve the Services.

Subject to these Terms and applicable laws, this license terminates upon deletion of Client Data in accordance with applicable retention policies.

Each party acknowledges that performance of these Terms may give it access to confidential information belonging to the other party.

Confidential information includes, without limitation, all non-public information relating to the business activities, strategies, data, technologies, operations, finances, clients, products, algorithms, software, systems, and projects of either party.

Each party agrees to preserve the confidentiality of information it receives with the same degree of care it applies to its own confidential information of a similar nature, but in no case using a standard of care lower than a reasonable level of diligence.

Neither party may disclose the other party's confidential information to third parties, except where such disclosure is necessary to perform the Services, required by law, or authorized in writing by the party concerned.

The confidentiality obligations set out in this Article will survive termination of these Terms for a period of five (5) years following the end of the contractual relationship.

The Client acknowledges that Oryon may use aggregated, anonymized, de-identified, or otherwise transformed data that does not allow for the direct or indirect identification of any individual or organization.

Such data may be used for research, development, improvement of the Services, statistical analysis, training of analytical models, platform optimization, production of industry indicators, or publication of general statistics.

No data used in this context will reasonably allow for the identification of a Client, its users, its customers, or its specific business activities.

The Services may incorporate or use artificial intelligence technologies developed by Oryon or provided by third-party technology partners.

These technologies may be used, among other things, to generate analyses, predictions, dashboards, recommendations, performance indicators, alerts, summaries, or other automated content.

The Client acknowledges that artificial intelligence technologies have inherent limitations and may occasionally produce incomplete, inaccurate, unexpected, or erroneous results.

Oryon provides analysis and decision-support tools that rely in part on artificial intelligence and on data connected by the user. Recommendations generated by the platform do not constitute professional human advice or a guarantee of performance or future results. Any decision made based on the analyses provided remains the sole responsibility of the user.

The Client remains solely responsible for validating, interpreting, and using the results generated by the Services.

Certain features of the Services may rely on technologies provided by OpenAI or other specialized providers.

As of the date of these Terms, data processed through the OpenAI API is not used to train that provider's artificial intelligence models and may be retained for a maximum period of approximately thirty (30) days for security, abuse-monitoring, and compliance purposes before being deleted in accordance with that provider's applicable policies.

Oryon does not control the infrastructure, internal policies, or security mechanisms of third-party providers and shall not be liable for any acts, omissions, or changes made by them.

The Platform, the Services, the software, interfaces, algorithms, analytical models, artificial intelligence systems, calculation methods, dashboards, charts, indicators, databases, reports, concepts, processes, visuals, works, documentation, and any improvement or evolution thereof constitute and remain the exclusive property of Oryon Data Intelligence Corp. or its licensors.

Nothing in these Terms may be construed as granting the Client any ownership right, commercial exploitation right, or reproduction right with respect to these elements.

All rights not expressly granted to the Client are reserved by Oryon.

The Client expressly acknowledges that the Oryon Index™ (Oryon's proprietary analysis and evaluation system), its evaluation mechanisms, scoring systems, analytical models, algorithms, derived indicators, current or future calculation methods, weighting criteria, evaluation variables, ranking factors, and any related improvements constitute strategic, confidential, and proprietary assets belonging to Oryon Data Intelligence Corp.

These elements may be subject to existing or future legal protections, including under copyright, trade secret, patent, patent application, trademark, unfair competition law, or any other form of intellectual property protection recognized under applicable laws.

The Client agrees not to attempt, directly or indirectly, to analyze, reproduce, infer, reconstruct, imitate, or circumvent the mechanisms used within the Oryon Index™.

Any attempt to reproduce or exploit these mechanisms without Oryon's prior written authorization constitutes a material breach of these Terms.

The Oryon™, Oryon Data™, and Oryon Index™ trademarks and trade names, whether registered or not, together with all logos, trade names, slogans, visuals, interfaces, product names, and other distinctive elements associated with the Services, remain the exclusive property of Oryon Data Intelligence Corp.

No right, license, or authorization to use these trademarks is granted to the Client other than to the extent strictly necessary for normal use of the Services.

Except with Oryon's prior written authorization, the Client may not reproduce, redistribute, market, publish, sell, sublicense, rent, or make available to third parties the dashboards, indicators, reports, analyses, interfaces, or content generated by the Services.

Elements generated by the Platform are intended exclusively for the Client's internal use in connection with its business activities.

Any external reuse, commercial redistribution, or stand-alone exploitation of results generated by the Services is prohibited without Oryon's prior written authorization.

The Client agrees not to engage, directly or indirectly, in reverse engineering, decompilation, disassembly, functional analysis, technological circumvention, or any other method intended to identify, reproduce, or understand the internal mechanisms of the Services.

The Client acknowledges that the algorithms, analytical models, software architectures, methodologies, calculation processes, and artificial intelligence systems operated by Oryon constitute trade secrets of significant economic value.

Any infringement of these trade secrets may give rise to judicial, injunctive, or other remedies, in addition to any claim for damages.

The Services are provided "as is", "as available", and "with all faults".

To the fullest extent permitted by applicable law, Oryon expressly disclaims all warranties, representations, or conditions, whether express, implied, statutory, or otherwise, including without limitation any warranty of merchantability, fitness for a particular purpose, availability, continuity, accuracy, reliability, performance, or non-infringement.

Oryon does not warrant that the Services will meet the Client's particular expectations, that results obtained through the Services will achieve specific objectives, or that the Services will operate without interruption, error, or failure.

The Client acknowledges that the Services rely, among other things, on technological infrastructure, third-party providers, cloud services, artificial intelligence systems, and external connections that are partly beyond Oryon's control.

Oryon uses commercially reasonable efforts to ensure the general availability of the Platform.

However, Oryon does not guarantee any minimum level of availability, any particular service level, or any maximum downtime.

Temporary interruptions may result, among other things, from:

updates;

maintenance operations;

technical failures;

cyberattacks;

issues affecting third-party providers;

infrastructure failures;

or circumstances beyond Oryon's control.

The Client agrees that such interruptions may occur without notice and without financial compensation.

To the fullest extent permitted by applicable law, Oryon, its officers, directors, employees, consultants, shareholders, partners, suppliers, and representatives shall not be liable for any indirect, incidental, consequential, exemplary, special, or punitive damages arising out of or relating to the use of the Services.

This exclusion applies in particular to any loss of:

revenue;

profits;

anticipated savings;

customers;

reputation;

data;

business opportunities;

business value;

or any other similar economic harm.

The Client acknowledges that the Services constitute a decision-support tool and not a system guaranteeing any particular result.

To the fullest extent permitted by law, the total and aggregate liability of Oryon Data Intelligence Corp. for any claim, cause of action, or liability arising out of or relating to the Services is limited to the amount actually paid by the Client to Oryon during the thirty (30) days immediately preceding the event giving rise to the claim.

This limitation is a fundamental element of the economic balance of these Terms.

The Client agrees to defend, indemnify, and hold harmless Oryon Data Intelligence Corp., its directors, officers, employees, partners, suppliers, subcontractors, and representatives from and against any claim, action, investigation, demand, damage, loss, liability, cost, or expense arising from:

the Client's use of the Services;

Client Data;

breach of these Terms;

infringement of a third party's rights;

any unlawful or unauthorized use of the Services;

or any activity carried out through the Client's Account.

This obligation will survive termination of these Terms.

Oryon shall not be liable for any delay, interruption, failure to perform, or inability to perform its obligations where such situation results from an event beyond its reasonable control.

Events of force majeure include, without limitation:

natural disasters;

fires;

floods;

pandemics;

labor disputes;

government actions;

wars;

acts of terrorism;

cyberattacks;

network outages;

internet interruptions;

AWS failures;

OpenAI service interruptions;

Stripe failures;

third-party provider interruptions;

or any other event reasonably beyond Oryon's control.

Oryon implements reasonable security measures consistent with generally recognized industry practices to protect Client Data.

These measures may include, among other things:

encryption of data at rest;

encryption of data in transit;

authentication mechanisms;

access controls;

logging systems;

monitoring procedures;

and periodic backups.

The Client acknowledges, however, that no computer system can be guaranteed to be completely secure.

Accordingly, Oryon does not guarantee absolute security against any intrusion, loss, corruption, or unauthorized disclosure.

Oryon may monitor use of the Services to ensure the security of its systems, prevent abuse, protect its intellectual property, and verify compliance with these Terms.

The Client agrees that Oryon may conduct reasonable reviews where it has reasonable grounds to believe that non-compliant or abusive use of the Services is occurring.

Oryon may freely assign, transfer, restructure, merge, reorganize, or otherwise transfer all or part of its rights and obligations under these Terms in connection with, among other things:

a merger;

an acquisition;

a corporate reorganization;

a fundraising;

an asset sale;

or any other business transaction.

The Client may not assign its rights or obligations without Oryon's prior written consent.

All provisions which, by their nature, should reasonably survive termination of these Terms will remain in effect after the end of the contractual relationship.

This includes, in particular, provisions relating to:

intellectual property;

the Oryon Index™;

confidentiality;

limitation of liability;

indemnification;

trade secret protection;

and governing law.

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be interpreted to the fullest extent permitted by law to reflect the parties' original intent.

The remaining provisions will remain in full force and effect.

Oryon's failure to exercise any right, remedy, or provision under these Terms does not constitute a waiver of that right or remedy.

Any waiver must be made in writing and signed by an authorized representative of Oryon.

These Terms, the Privacy Policy, the Security Policy, the Artificial Intelligence Policy, the Data Processing Agreement (DPA), and any specific agreement entered into with the Client constitute the entire agreement between the parties regarding the use of the Services.

They supersede any prior discussion, negotiation, representation, or agreement on the same subject matter.

In the event of a conflict between multiple contractual documents, the following order of priority applies:

Enterprise Agreement signed between the parties;

Data Processing Agreement (DPA);

Terms of Service;

Privacy Policy;

any other policy published by Oryon.

These Terms are governed by and construed in accordance with the applicable laws of the Province of Quebec and the federal laws of Canada applicable therein.

Any dispute, claim, or proceeding arising out of or relating to these Terms will be subject to the exclusive jurisdiction of the courts of the judicial district of Montreal, Quebec, to the exclusion of any other jurisdiction.

For any questions regarding these Terms or the Services, users may contact:

Oryon Data Intelligence Corp.

Canada

hello@oryondata.com

https://oryondata.com

By accessing or using the Services, the user acknowledges having read, understood, and accepted all of these Terms of Service.