BROKER AGENTX INC.

These Terms and Conditions of Service (“Agreement”) constitute a legally binding contract between you (“User,” “you,” or “your”) and Broker Agentx Inc., a corporation incorporated under the laws of Ontario, Canada (“Company,” “we,” “us,” or “our”), governing your access to and use of the Broker Agentx platform and all associated services, software, and content (collectively, the “Service”).

By clicking “I Agree,” creating an Account, accessing the Service, or redeeming a trial or promotional code, you confirm that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy (available at www.brokeragentx.com/privacy). If you do not agree to these Terms, you must not access or use the Service.

1. Definitions

In this Agreement, the following terms have the meanings set out below:

• “Account” means a registered user profile that grants access to the Service.
• “Authorized User” means any individual who accesses the Service under a valid Account, including the Account holder and any users provisioned under a multi-seat Subscription.
• “Confidential Information” means any non-public technical, business, or operational information disclosed by one party to the other in connection with the Service that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
• “Order Form” means any written or electronic agreement, quote, or purchase order that references this Agreement and specifies the Subscription tier, seat count, fees, and term applicable to an Enterprise engagement.
• “Service” means the Broker Agentx AI-powered software platform, including all workflow modules, dashboards, APIs, integrations, documentation, and support services made available by the Company.
• “Subscription” means a paid, recurring license to access the Service under a designated pricing tier.
• “Subscription Fees” means all charges payable by you in connection with a Subscription, as set out in your selected plan or applicable Order Form.
• “User Content” means any data, documents, files, or information uploaded, submitted, or transmitted by you or on your behalf through the Service.
• “Trial Period” means a complimentary access period granted to eligible new users prior to the commencement of a paid Subscription, the duration and conditions of which are specified at the time of registration or code redemption.

2. Eligibility and Account Registration

2.1 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts under the laws of your jurisdiction. The Service is intended for commercial use by licensed insurance brokers, brokerage principals, and related insurance industry professionals. By registering, you represent and warrant that you meet these requirements and that your use of the Service complies with all applicable laws and regulatory requirements governing your profession.

2.2 Account Registration

To access the Service, you must create an Account by providing accurate, complete, and current information. You are solely responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account. You agree to notify us promptly at support@brokeragentx.com of any unauthorized access to or use of your Account.

2.3 Account Integrity

Accounts are personal and non-transferable. You may not share your credentials with any individual not designated as an Authorized User under your Subscription. Creating multiple Accounts to circumvent access restrictions, trial terms, or promotional eligibility is a material breach of this Agreement and may result in the immediate suspension or termination of all associated Accounts without notice or refund.

3. Trial Access

3.1 Availability

The Company may, at its discretion, offer eligible new users a complimentary Trial Period prior to the commencement of a paid Subscription. The availability, duration, and applicable features of any Trial Period are as communicated to you at the time of registration or code redemption and are subject to change without notice. Unless otherwise stated in writing by the Company, each user is entitled to one Trial Period only.

3.2 Trial Conditions

During a Trial Period, you are granted a limited, non-exclusive, revocable right to access the Service for evaluation purposes only. The following conditions apply:

• Trial access is provided on an “as-is” and “as-available” basis without any representation, warranty, or service level commitment of any kind.
• You may not use the Service during a Trial Period for production workloads on behalf of clients without transitioning to a paid Subscription.
• Promotional codes issued in connection with a trial are single-use, non-transferable, and may not be shared, sold, or redistributed. Any such code is valid only for the individual to whom it was issued.
• Upon expiry of a Trial Period, access to Service features will be suspended until you subscribe to a paid plan. User Content submitted during the Trial Period will be retained for thirty (30) days following expiry, after which it may be permanently deleted.
• The Company reserves the right to modify, suspend, or discontinue any trial offer at any time and to revoke trial access if abuse, misrepresentation, or a violation of these Terms is detected.

4. Subscriptions, Billing, and Payment

4.1 Subscription Plans

Following the expiry of any Trial Period, continued access to the Service requires a paid Subscription. Current pricing tiers and applicable features are set out at www.brokeragentx.com/pricing and are subject to change in accordance with Section 4.6. Enterprise engagements are governed by the terms of a separately executed Order Form.

4.2 Billing and Auto-Renewal

Subscriptions are billed on a recurring monthly or annual basis, as selected at the time of purchase. Your Subscription will automatically renew at the end of each billing period at the then-current rate unless you cancel prior to the renewal date. By subscribing, you authorize the Company to charge your designated payment method for each renewal period without further notice.

4.3 Payment Processing

All payments are processed through Stripe, Inc., a third-party payment processor. By providing payment information, you agree to Stripe’s applicable terms of service. The Company does not store payment card data on its own systems. You are responsible for ensuring that your payment information is accurate and up to date.

4.4 Failed Payments

If a payment cannot be collected when due, the Company will make reasonable attempts to process the charge and will notify you by email. If payment remains outstanding following such attempts, access to the Service may be suspended until the outstanding balance is resolved. You remain liable for all unpaid fees during any period of suspension.

4.5 Cancellation

You may cancel your Subscription at any time through your Account settings or by contacting support@brokeragentx.com. Cancellation is effective at the end of the then-current billing period. You will retain access to the Service until that date. The Company does not provide prorated refunds for unused portions of a prepaid billing period except as required by applicable law.

4.6 Fee Changes

The Company reserves the right to modify Subscription Fees at any time. Changes to fees applicable to your Subscription will be communicated by email to your address on file no less than thirty (30) days before taking effect. Your continued use of the Service following the effective date of a fee change constitutes acceptance of the revised fees. If you do not accept the revised fees, you may cancel your Subscription before the change takes effect.

4.7 Taxes

All Subscription Fees are exclusive of applicable taxes, levies, and duties, including harmonized sales tax (HST) and goods and services tax (GST) as applicable under Canadian law. You are responsible for paying all applicable taxes associated with your Subscription.

5. Acceptable Use

5.1 Permitted Use

Subject to your compliance with this Agreement and payment of applicable Subscription Fees, the Company grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service solely for your internal business purposes in connection with your licensed insurance brokerage activities.

5.2 Prohibited Conduct

You agree not to, and agree not to permit any third party to:

• Use the Service for any purpose that is unlawful or prohibited by this Agreement, including any violation of applicable securities, privacy, or insurance regulatory laws.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, model weights, or architecture of the Service or any component thereof.
• Reproduce, redistribute, sublicense, sell, resell, rent, lease, transfer, assign, or otherwise exploit the Service for the benefit of any third party without the Company’s prior written consent.
• Use automated scripts, bots, crawlers, or data extraction tools to access or collect data from the Service other than through authorized integrations.
• Upload or transmit any User Content that infringes the intellectual property rights of any third party, contains malicious code, or is defamatory, fraudulent, or otherwise unlawful.
• Use the Service to develop, train, benchmark, or improve any competing product, AI model, or service.
• Circumvent, disable, or interfere with any security feature, access control, authentication mechanism, or usage limitation of the Service.
• Represent AI-generated outputs from the Service as independently verified professional advice without independent review and approval.

6. Intellectual Property

6.1 Company IP

The Service and all of its components, including but not limited to the underlying software, AI models, algorithms, workflow logic, interfaces, designs, trademarks, trade names, and documentation, are and remain the exclusive property of Broker Agentx Inc. and its licensors. This Agreement does not convey to you any ownership interest in or to the Service or any Company intellectual property. All rights not expressly granted herein are reserved by the Company.

6.2 User Content

You retain all right, title, and interest in and to your User Content. By submitting User Content to the Service, you grant the Company a limited, non-exclusive, royalty-free licence to host, process, store, and display your User Content solely as necessary to provide the Service to you. The Company will not use your User Content to train AI models or disclose it to third parties except as described in our Privacy Policy or as required by law.

6.3 Feedback

If you provide the Company with suggestions, ideas, enhancement requests, or other feedback regarding the Service (“Feedback”), you grant the Company a perpetual, irrevocable, royalty-free, worldwide licence to use and incorporate such Feedback into the Service or any other Company product or service without any obligation of compensation, attribution, or confidentiality to you.

7. Data Privacy and Security

7.1 Privacy Policy

The collection, use, and disclosure of personal information in connection with the Service is governed by our Privacy Policy, available at www.brokeragentx.com/privacy, which is incorporated into this Agreement by reference. By using the Service, you consent to the practices described in the Privacy Policy. The Company complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation.

7.2 Security Measures

The Company implements reasonable technical and organizational measures designed to protect User Content and personal information from unauthorized access, use, disclosure, alteration, or destruction. However, no method of electronic transmission or storage is completely secure, and the Company cannot guarantee absolute security. You are responsible for maintaining the security of your Account credentials and for notifying the Company promptly of any suspected security incident.

7.3 Third-Party AI Infrastructure

The Service relies on third-party large language model providers to deliver certain AI-powered features. User Content submitted to the Service may be processed by these providers subject to their applicable data processing agreements, which the Company maintains. Under the Company’s current service agreements with these providers, User Content is not used to train third-party foundation models. Details of such sub-processors are available upon request.

8. Confidentiality

Each party agrees to hold the other party’s Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. Each party agrees to use the other party’s Confidential Information solely for the purposes of this Agreement. This obligation does not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (d) must be disclosed pursuant to applicable law or court order, provided the receiving party gives the disclosing party prompt written notice and reasonable assistance in seeking a protective order. This Section survives termination of this Agreement for a period of three (3) years.

9. Disclaimers and Limitation of Liability

9.1 No Professional Advice

The Service is an AI-assisted productivity tool. All outputs generated by the Service, including without limitation underwriting narratives, policy summaries, coverage analyses, submission drafts, and risk assessments, are provided for drafting and informational purposes only. They do not constitute and must not be relied upon as legal, insurance, financial, or professional advice. You are solely responsible for independently reviewing, verifying, and approving all AI-generated outputs before they are communicated to clients, submitted to carriers, or relied upon for any professional purpose.

9.2 Service Availability

The Service is provided on an “as-is” and “as-available” basis. The Company makes no representations or warranties of any kind, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, accuracy, completeness, title, or non-infringement. The Company does not warrant that the Service will operate without interruption, error, or vulnerability, or that any defects will be corrected.

9.3 Limitation of Liability

To the maximum extent permitted by applicable law, the Company’s aggregate liability to you for all claims arising out of or relating to this Agreement or the Service, whether in contract, tort, statute, or otherwise, shall not exceed the greater of: (a) the total Subscription Fees actually paid by you to the Company in the three (3) months immediately preceding the event giving rise to the claim; or (b) one hundred Canadian dollars (CAD $100).

In no event shall the Company be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of business opportunity, or reputational harm, even if the Company has been advised of the possibility of such damages and regardless of the theory of liability.

9.4 Essential Basis

You acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. The Company would not have entered into this Agreement without these limitations.

9.5 Indemnification

You agree to indemnify, defend, and hold harmless the Company and its directors, officers, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Service in violation of this Agreement; (b) your User Content; (c) your violation of any applicable law or regulation; or (d) your infringement of any third-party intellectual property or other rights.

10. Term and Termination

10.1 Term

This Agreement commences on the date you first access the Service or create an Account and continues until terminated in accordance with its terms.

10.2 Termination by You

You may terminate this Agreement at any time by cancelling your Subscription in accordance with Section 4.5 and ceasing all use of the Service. Termination does not entitle you to any refund except as expressly set out in this Agreement.

10.3 Termination or Suspension by the Company

The Company may suspend your access to the Service immediately and without notice, or terminate this Agreement with written notice, if: (a) you materially breach this Agreement and fail to cure such breach within ten (10) days of written notice (where cure is possible); (b) you engage in conduct that is fraudulent, abusive, or otherwise harmful to the Company, its users, or third parties; (c) required by applicable law, court order, or regulatory authority; or (d) the Company ceases to offer the Service. The Company may permanently terminate your Account without notice in cases involving fraud, IP infringement, or serious misconduct.

10.4 Effect of Termination

Upon termination of this Agreement: (a) all rights and licences granted to you under this Agreement immediately cease; (b) you must cease all use of the Service; (c) User Content will be retained for thirty (30) days following termination to permit export, after which it may be permanently deleted; and (d) all accrued payment obligations survive. Sections 1, 6, 7, 8, 9, 11, and 12 survive any termination or expiry of this Agreement.

11. Governing Law and Dispute Resolution

11.1 Governing Law

This Agreement and all matters arising out of or relating to it shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict of law principles.

11.2 Negotiation

In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement or the Service (“Dispute”), the parties shall first attempt to resolve the matter through good-faith negotiation. Either party may initiate this process by delivering written notice to the other party describing the Dispute in reasonable detail. If the Dispute is not resolved within thirty (30) days of such notice (or such longer period as the parties may agree in writing), either party may proceed to arbitration as set out below.

11.3 Arbitration

Any Dispute not resolved through negotiation shall be finally resolved by binding arbitration administered by the ADR Institute of Canada, Inc. in accordance with its Arbitration Rules. The arbitration shall be conducted in Toronto, Ontario, in the English language, before a single arbitrator. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

11.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in Ontario where necessary to prevent irreparable harm, pending the resolution of a Dispute through arbitration.

11.5 Consumer Rights

Nothing in this Section limits any rights you may have under applicable Ontario consumer protection legislation.

12. General Provisions

12.1 Entire Agreement

This Agreement, together with the Privacy Policy and any applicable Order Form, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, representations, and agreements, whether written or oral.

12.2 Amendments

The Company may amend this Agreement from time to time. Material amendments will be communicated by email to the address on file and/or by notice within the Service no less than fourteen (14) days before taking effect. Your continued use of the Service after the effective date of any amendment constitutes your acceptance of the revised Agreement. If you do not accept an amendment, your sole remedy is to cancel your Subscription before the amendment takes effect.

12.3 Severability

If any provision of this Agreement is held by a court or arbitrator to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

12.4 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any breach or default shall not be deemed a waiver of any subsequent breach or default of the same or any other provision.

12.5 Assignment

You may not assign, transfer, or delegate this Agreement or any of your rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement without your consent in connection with a merger, amalgamation, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is null and void.

12.6 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure results from circumstances beyond that party’s reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, epidemics, government action, cyberattacks, or failures of third-party infrastructure providers. The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance.

12.7 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates any employment, partnership, joint venture, agency, franchise, or representative relationship between the parties.

12.8 Language

The parties have expressly agreed that this Agreement and all related documents be drafted in the English language. Les parties ont expressément convenu que la présente convention et tous les documents s’y rattachant soient rédigés en langue anglaise.

13. Notices and Contact

All formal legal notices to the Company under this Agreement must be in writing and delivered by email with confirmation of receipt, or by prepaid registered mail, to:

Broker Agentx Inc.
Redfern Avenue, Hamilton, Ontario, Canada
Email: support@brokeragentx.com
Website: www.brokeragentx.com

For routine support inquiries, please contact us at support@brokeragentx.com. We aim to respond to all support requests within two (2) business days.

14. Acceptance

By clicking “I Agree,” creating an Account, or accessing the Service, you acknowledge that you have read this Agreement in its entirety, that you understand its terms, and that you agree to be legally bound by it. If you are accepting on behalf of a corporation or other legal entity, you represent that you have the authority to bind that entity to this Agreement.

— End of Terms and Conditions —

Broker Agentx Inc. • Hamilton, Ontario, Canada • www.brokeragentx.com