FUSIVE INC.

TERMS OF SERVICE

Effective Date: April 1, 2025

These Terms of Service ("Agreement") constitute a legally binding contract between Fusive Inc., a corporation incorporated under the laws of Canada ("Fusive", "we", "us", or "our"), and the organization or individual ("Client", "you", or "your") accessing or using the Fusive platform and services ("Services"). The current version of this Agreement is always available at https://fusive.ai/legal/terms.

BY CLICKING "I AGREE", COMPLETING THE SIGNUP PROCESS, OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY UPDATES MADE IN ACCORDANCE WITH SECTION 12. If you do not agree, do not access or use the Services.

If you are accepting this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to this Agreement. By completing the signup process and submitting payment, the organization on whose behalf the account is created is deemed to have authorized and ratified this Agreement, regardless of whether the individual completing signup had express internal authorization to do so. The act of payment using organizational funds or a payment method associated with the organization constitutes the organization's acceptance of this Agreement.

1. DEFINITIONS

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

"AI Agents" means the artificial intelligence agents and tools made available through the Services, including autonomous agents, co-agents, and any AI-assisted features.
"AI Output" means any content, analysis, recommendation, suggestion, plan, guidance, or action generated or taken by AI Agents.
"Autonomous Agent" means an AI Agent configured to take actions, execute tasks, or make decisions with limited or no human review at each step.
"Client Data" means any data, content, or information submitted by you or your users to the Services.
"Documentation" means any guides, policies, and materials made available by Fusive regarding the Services.
"Subscription" means your paid subscription plan for access to the Services.
"Third-Party AI Providers" means the third-party artificial intelligence model providers whose technology underlies or powers the AI Agents.
"Users" means individuals authorized by you to access the Services under your account.

2. ACCESS TO SERVICES

2.1 Grant of Access

Subject to your compliance with this Agreement and timely payment of all applicable fees, Fusive grants you a limited, non-exclusive, non-transferable right to access and use the Services during your Subscription term, solely for your internal business purposes.

2.2 Account Responsibilities

You are responsible for:

Maintaining the confidentiality of your account credentials;
All activity that occurs under your account;
Ensuring that your Users comply with this Agreement;
Promptly notifying Fusive of any unauthorized access to your account.

2.3 Authorized User and Admin Actions

The Services include role-based access controls that grant different levels of permission to different users, including administrative users ("Admins") who may have elevated access to platform features, agent configuration, billing management, user management, and other functions. You acknowledge and agree that:

Fusive is not responsible for any action taken by any user accessing the Services with valid credentials, including Admins, regardless of whether that action was authorized, intended, or appropriate within your organization;
You are solely responsible for managing who has Admin access and what actions Admins take within your account;
Actions taken by Admins, including deleting agents, modifying configurations, approving workflows, or changing billing settings, are deemed authorized by the Client and Fusive bears no liability for their consequences;
If an Admin takes an action that harms your organization — whether through error, misunderstanding, or misuse — that is an internal matter between you and the Admin, not a claim against Fusive;
You are responsible for promptly revoking access for any user whose authorization has changed or who poses a risk to your account.

2.4 Acceptable Use

You agree not to use the Services to:

Violate any applicable law or regulation;
Infringe the intellectual property rights of any third party;
Transmit harmful, offensive, or unlawful content;
Reverse engineer, decompile, or attempt to extract the source code of the Services;
Resell or sublicense access to the Services without Fusive's prior written consent;
Interfere with or disrupt the integrity or performance of the Services.

3. ARTIFICIAL INTELLIGENCE — IMPORTANT LIMITATIONS AND DISCLAIMERS

3.1 Nature of AI Output

THE SERVICES INCORPORATE ARTIFICIAL INTELLIGENCE TECHNOLOGY THAT GENERATES OUTPUT BASED ON STATISTICAL PATTERNS IN TRAINING DATA. AI OUTPUT IS PROBABILISTIC, GENERATIVE, AND INHERENTLY UNPREDICTABLE IN NATURE. IT MAY BE INCOMPLETE, INACCURATE, OUTDATED, BIASED, OFFENSIVE, INCONSISTENT, OR OTHERWISE UNSUITABLE FOR YOUR PARTICULAR CIRCUMSTANCES. FUSIVE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, SAFETY, OR FITNESS FOR PURPOSE OF ANY AI OUTPUT.

AI SYSTEMS, INCLUDING THOSE POWERING THE SERVICES, ARE KNOWN TO SOMETIMES GENERATE OUTPUTS THAT ARE FACTUALLY INCORRECT, FABRICATED, OR MISLEADING — A PHENOMENON COMMONLY REFERRED TO AS "HALLUCINATION." AI AGENTS MAY ALSO MAKE ERRORS IN REASONING, DRAW INCORRECT CONCLUSIONS, OR PROVIDE GUIDANCE THAT IS INAPPROPRIATE FOR YOUR SPECIFIC SITUATION. THESE ARE KNOWN AND INHERENT CHARACTERISTICS OF CURRENT AI TECHNOLOGY AND ARE NOT DEFECTS IN THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING AI OUTPUT BEFORE RELYING ON IT FOR ANY PURPOSE.

3.2 Third-Party AI Providers

The AI capabilities within the Services are powered in whole or in part by third-party artificial intelligence model providers. Fusive does not own, control, or operate the underlying AI models. As a result:

Fusive cannot guarantee the consistency, accuracy, or behaviour of AI Output across sessions or over time;
AI Output may vary materially for similar inputs;
Third-party AI providers may change, update, or discontinue their models at any time, which may affect the behaviour of the Services;
Fusive is not responsible for the outputs, errors, omissions, or failures of Third-Party AI Providers.

While Fusive implements guardrails, filters, and configuration controls intended to reduce the likelihood of harmful, inappropriate, or misleading AI Output, these measures do not and cannot guarantee that all AI Output will be appropriate, accurate, or aligned with your expectations or values. You acknowledge and accept this inherent limitation.

Fusive reserves the right to change, substitute, or discontinue the use of any Third-Party AI Provider or underlying AI model at any time, without prior notice, for reasons including but not limited to: changes in Third-Party AI Provider pricing, availability, or model quality; the availability of newer or more capable models; or Fusive's operational and commercial requirements. Such changes may affect the behaviour, quality, or characteristics of AI Output and may affect Pulse consumption rates as described in Section 4.6.

3.3 Not Professional Advice

AI OUTPUT DOES NOT CONSTITUTE AND MUST NOT BE RELIED UPON AS:

Legal advice or the opinion of a lawyer;
Financial, investment, accounting, or tax advice;
Medical, health, or clinical advice;
Professional engineering, architectural, or technical advice;
Human resources or employment law advice;
Advice about securities, commodities, derivatives, or other financial instruments — Fusive is not a broker-dealer or registered investment adviser and the Services must not be relied upon to buy, sell, or hold any security or financial instrument;
Any other form of regulated professional advice or service.

You should always consult a qualified, licensed professional before making decisions in regulated areas or decisions that carry material legal, financial, health, or safety consequences.

3.4 Client Responsibility for Decisions

YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL BUSINESS DECISIONS, ACTIONS, AND OUTCOMES ARISING FROM OR RELATED TO YOUR USE OF AI OUTPUT. Fusive is a technology platform provider, not a business advisor, consultant, or professional services firm. The fact that AI Output suggests, recommends, analyzes, or appears to endorse a course of action does not constitute a recommendation or endorsement by Fusive, nor does it transfer responsibility for that decision to Fusive.

You acknowledge and agree that:

You will independently evaluate all AI Output before acting on it;
You will apply your own professional judgment and seek appropriate professional advice where required;
Fusive bears no responsibility for any harm, loss, liability, or damage arising from your reliance on AI Output;
The use of AI technology carries inherent, material risks and limitations that you accept by using the Services;
AI Output that appears confident, detailed, or authoritative is not a guarantee of accuracy or appropriateness;
Your responsibility for decisions includes both decisions you make directly based on AI Output AND decisions made or actions taken on your behalf by Autonomous Agents that you have enabled or configured — enabling an Autonomous Agent to act does not reduce or transfer your responsibility for the outcome of those actions.

3.5 Autonomous Agent Actions

The Services may allow you to enable Autonomous Agents that take actions, execute workflows, send communications, create or modify records, or interact with third-party systems on your behalf with limited or no human review at each step. YOU ACKNOWLEDGE AND AGREE THAT:

You are solely responsible for configuring, enabling, supervising, and overseeing any Autonomous Agent you activate;
Fusive is not responsible for any action taken by an Autonomous Agent, including actions that are unintended, erroneous, harmful, or contrary to your expectations;
You are solely liable for any consequences, losses, or third-party claims arising from actions taken by Autonomous Agents under your account;
You will implement appropriate human oversight and review processes before enabling Autonomous Agents in any context involving material business, financial, legal, or operational risk;
Fusive does not review, approve, or supervise the actions of Autonomous Agents in real time;
You must not use Autonomous Agents to make automated decisions without meaningful human review in high-risk domains, including but not limited to: credit or lending decisions; employment, hiring, or performance decisions; housing or tenancy decisions; insurance underwriting; legal proceedings or compliance determinations; medical or clinical decisions; or any other domain where automated decision-making is restricted or regulated under applicable law.

By enabling Autonomous Agents, you assume all risks associated with automated, AI-driven actions and release Fusive from any liability arising therefrom.

3.6 No Guarantee of Results

Fusive makes no representation that use of the Services will produce any particular business outcome, improvement, revenue, cost saving, or other result. Past performance of AI Output is not indicative of future results.

3.7 Regulatory Compliance

You are solely responsible for ensuring that your use of the Services and your reliance on AI Output complies with all applicable laws, regulations, and professional standards in your jurisdiction, including any industry-specific requirements applicable to your business.

3.8 Fusive Platform Agents

The Services include AI agents operated by Fusive to assist clients with platform use, onboarding, support, and operational guidance ("Platform Agents"). Platform Agents are subject to the same limitations, disclaimers, and exclusions of liability that apply to all AI Output under this Section 3. Specifically:

Platform Agents may make errors, provide inaccurate information, or give guidance that is unsuitable for your specific circumstances;
Platform Agents are not a substitute for qualified professional advice;
Fusive is not responsible for any loss, harm, or decision that arises from your reliance on guidance provided by a Platform Agent;
Platform Agents may behave unpredictably and their outputs may vary across sessions;
The fact that a Platform Agent is operated by Fusive does not make its outputs more reliable, authoritative, or warranted than any other AI Output.

YOU ACKNOWLEDGE THAT PLATFORM AGENTS, LIKE ALL AI SYSTEMS, ARE CAPABLE OF MAKING MISTAKES, AND THAT FUSIVE IS NOT LIABLE FOR ANY SUCH MISTAKES OR FOR YOUR RELIANCE ON PLATFORM AGENT OUTPUT. ALL LIMITATIONS OF LIABILITY, DISCLAIMERS, AND CLIENT RESPONSIBILITIES SET OUT IN THIS AGREEMENT APPLY EQUALLY TO PLATFORM AGENTS AND TO CLIENT-CONFIGURED AI AGENTS.

3.9 Memory Stores and Data Loss

The Services maintain AI memory stores that AI Agents may read from and write to in order to provide context-aware responses and continuity across interactions. These memory stores are subject to the following limitations and disclaimers:

AI Agents may read, write, modify, or delete information in memory stores as part of normal operation. These actions are automated and Fusive does not review or approve individual memory read or write operations;
AI Agents may make errors in reading or writing memory, including unintentionally modifying or deleting information that you did not intend to be modified or deleted;
Fusive is not responsible for any loss, corruption, unintended deletion, or modification of information in memory stores caused by AI Agent actions, system errors, or any other cause;
You are solely responsible for maintaining your own backups of any information you consider critical. The Services are not a primary backup or archival system;
Fusive does not guarantee the completeness, accuracy, or continuity of information stored in memory stores;
Loss of or changes to memory store contents do not entitle you to a refund, credit, or compensation of any kind.

YOU ACKNOWLEDGE THAT THE USE OF AI AGENTS WITH READ AND WRITE ACCESS TO MEMORY STORES CARRIES AN INHERENT RISK OF UNINTENDED DATA MODIFICATION OR LOSS, AND THAT FUSIVE IS NOT LIABLE FOR ANY SUCH LOSS OR MODIFICATION REGARDLESS OF CAUSE.

3.10 SOP Requests and Workflow Approvals

The Services include a workflow approval mechanism through which AI Agents may request authorization to take specific actions ("SOP Requests"). When an authorized user approves a SOP Request, that approval constitutes the Client's explicit authorization for the AI Agent to execute the described action. YOU ACKNOWLEDGE AND AGREE THAT:

Approval of a SOP Request by any authorized user constitutes the Client's binding authorization of the action described in that request;
Fusive is not responsible for reviewing, validating, or second-guessing the accuracy or completeness of information presented in a SOP Request;
You are solely responsible for reviewing SOP Requests carefully before approving them;
Fusive bears no liability for any outcome, harm, or loss resulting from the execution of a Client-approved SOP Request, whether or not the action was accurately described or fully understood by the approving user;
The fact that an AI Agent described or initiated a SOP Request does not make Fusive responsible for the consequences of the Client's approval decision.

3.11 Agent Identity and Third-Party Interactions

AI Agents may be configured with names, personas, and communication styles by the Client. When AI Agents interact with or on behalf of the Client, including with the Client's own customers or external parties, the Client is solely responsible for:

How AI Agents are configured, named, and represented to third parties;
Ensuring that AI Agents do not misrepresent themselves as human, as licensed professionals, or as any person or entity they are not;
Ensuring that third parties interacting with Client-configured AI Agents are aware they are interacting with an AI system, to the extent required by applicable law;
Any harm, loss, or liability suffered by third parties arising from interactions with Client-configured AI Agents;
Compliance with all applicable laws governing AI disclosure, automated decision-making, and consumer communications in your jurisdiction.

Fusive is not responsible for how the Client configures, deploys, or represents AI Agents to third parties, or for any harm caused to third parties by Client-configured AI Agents.

3.12 Third-Party System Integrations

AI Agents may be configured or permitted to interact with third-party systems, services, platforms, and data sources on the Client's behalf. With respect to such integrations, you acknowledge and agree that:

You authorize AI Agents to interact with third-party systems only to the extent you have configured and permitted such interactions;
Fusive is not responsible for the availability, reliability, security, or behavior of any third-party system;
Fusive is not responsible for any damage, data loss, unauthorized access, or unintended consequences caused to or within third-party systems by AI Agent actions;
You are solely responsible for ensuring that AI Agent interactions with third-party systems comply with the terms of service and applicable laws governing those systems;
Third-party systems may change or become unavailable, which may affect the behavior of AI Agents — Fusive bears no responsibility for such impacts.

3.13 Service Interruption During Agent Operations

AI Agents, including Autonomous Agents, may be executing tasks or interacting with external systems at the time of a service interruption, including interruptions caused by Pulse budget exhaustion, scheduled or unscheduled downtime, or technical failure. In such cases:

AI Agent operations may terminate mid-task, potentially leaving external systems or records in a partial or incomplete state;
Fusive is not responsible for the state of any external system, record, or process that results from an AI Agent operation being interrupted for any reason;
You are solely responsible for implementing safeguards, monitoring, and recovery procedures to manage the risk of interrupted AI Agent operations;
Pulse budget exhaustion that causes an AI Agent to stop mid-task does not entitle you to a refund, credit, or compensation, and Fusive is not liable for any resulting harm.

4. FEES AND PAYMENT

4.1 Subscription Fees

You agree to pay all fees associated with your selected Subscription plan. Fees are as set out at the time of your subscription and may be updated by Fusive with notice as set out in Section 12.

4.2 Payment Terms

Fees are billed in advance on a recurring basis in accordance with your Subscription plan. All fees are due and payable as set out in your subscription confirmation.

4.3 Taxes

You are responsible for all applicable taxes, duties, and levies arising from your use of the Services, excluding taxes based on Fusive's net income.

4.4 Late Payment

Fusive reserves the right to suspend or terminate access to the Services for non-payment of fees. Fusive may charge interest on overdue amounts at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is less.

4.5 No Refunds or Credits

ALL FEES PAID TO FUSIVE ARE NON-REFUNDABLE AND NON-CREDITABLE UNDER ANY CIRCUMSTANCES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. FUSIVE DOES NOT OFFER SERVICE LEVEL AGREEMENTS, UPTIME GUARANTEES, OR CREDITS OF ANY KIND. This no-refund policy applies without exception to, including without limitation:

Fees paid for any period during which you did not use the Services or used them less than anticipated;
Fees paid for any period during which the Services were partially or fully unavailable due to scheduled or unscheduled maintenance, technical failure, third-party provider outages, force majeure, or any other cause;
Fees paid for any period during which the Services experienced degraded performance, reduced functionality, slower response times, or any other reduction in service quality;
Fees paid for any period during which AI Output did not meet your expectations, preferences, or requirements;
Fees paid for any period during which an AI Agent produced output you consider inaccurate, inappropriate, unhelpful, or contrary to your values or intentions;
Fees paid for any period during which an Autonomous Agent took an action you did not anticipate or approve of;
Fees paid for any remaining unused portion of a billing period following cancellation or termination of your Subscription for any reason;
Fees paid for any period following an immediate cancellation request — cancellations take effect at the end of the current billing period and no pro-ration of charges will be made under any circumstances;
Fees paid for any period during which Pulse consumption rates changed due to AI model changes;
Fees paid for any period during which memory store data was lost, modified, or deleted;
Fees paid for any period during which an AI Agent operation was interrupted mid-task for any reason.

FUSIVE PROVIDES NO SERVICE LEVEL AGREEMENT AND MAKES NO GUARANTEE OF SERVICE AVAILABILITY, UPTIME, OR CONTINUITY. THE SERVICES ARE PROVIDED ON AN AS-AVAILABLE BASIS. ANY PERIOD OF UNAVAILABILITY, HOWEVER CAUSED AND HOWEVER LONG IN DURATION, DOES NOT ENTITLE YOU TO A REFUND, CREDIT, FEE REDUCTION, OR ANY OTHER FORM OF COMPENSATION WHATSOEVER.

NO FUSIVE EMPLOYEE, AGENT, REPRESENTATIVE, OR PLATFORM AGENT HAS AUTHORITY TO COMMIT TO A REFUND, CREDIT, OR SERVICE LEVEL GUARANTEE ON BEHALF OF FUSIVE. ANY SUCH COMMITMENT, IF MADE, IS NOT BINDING ON FUSIVE AND WILL NOT BE HONOURED.

The quality, accuracy, or behaviour of AI Output — including output that you find offensive, unhelpful, incorrect, or inconsistent with Fusive's intended design — does not entitle you to a refund, credit, or fee reduction of any kind. You acknowledge that variability in AI Output is an inherent characteristic of the technology and not a defect in the Services.

4.6 Pulse Usage and AI Model Changes

The Services measure AI usage through a unified unit called a Pulse. Pulses are consumed each time you or your users interact with AI Agents. The rate at which Pulses are consumed is determined by a conversion ratio that translates the underlying AI model's token usage into Pulses.

Because different AI models have different token costs, the Pulse conversion ratio varies by model. Fusive sets and may adjust these conversion ratios at its sole discretion. You acknowledge and agree that:

Pulse consumption rates are not fixed and may change if Fusive changes the underlying AI model powering any AI Agent;
Fusive may change the AI model used to power AI Agents at any time, including in response to changes in Third-Party AI Provider pricing, model availability, or Fusive's assessment of model quality and suitability;
A change in AI model may result in a higher or lower Pulse consumption rate per interaction, depending on the cost structure of the new model;
Fusive will endeavour to communicate material changes to Pulse consumption rates through in-platform notices or email, but is not obligated to provide advance notice of model changes that do not materially affect your overall Subscription fees;
Changes to Pulse consumption rates resulting from AI model changes do not entitle you to a refund, credit, or adjustment of any kind.

The Pulse system is designed to provide a consistent and predictable unit of measure across all AI interactions regardless of the underlying model. Fusive's goal is to maintain reasonable Pulse consumption rates as it evolves the AI models powering the Services, but cannot guarantee that rates will remain constant over time.

5. DATA AND PRIVACY

5.1 Input Responsibility

You are solely responsible for all inputs, prompts, data, and content you or your Users submit to the Services (collectively, "Inputs"). By submitting Inputs to the Services, you represent and warrant that:

You have all rights, licenses, consents, and permissions necessary for Fusive to process the Inputs in order to provide the Services;
Your Inputs do not violate any applicable law, regulation, or third-party right, including intellectual property rights, privacy rights, or confidentiality obligations;
You will not submit Inputs that contain confidential information belonging to third parties without authorization;
You will not submit personal information about third parties without the required consents under applicable privacy law.

Fusive is not responsible for any Inputs submitted by you or your Users. If Inputs infringe third-party rights or violate applicable law, you are solely liable for any resulting claims, damages, or penalties.

5.2 Client Data

You retain all rights, title, and interest in your Client Data. By submitting Client Data to the Services, you grant Fusive a limited, non-exclusive license to process Client Data solely to provide the Services to you.

5.3 Data Portability and Access Requests

You may request access to or an export of your Client Data at any time while your Subscription is active by contacting Fusive at the address set out in Section 16. Fusive will use commercially reasonable efforts to fulfill such requests within a reasonable timeframe. Please see Section 11.6 for specific requirements and notice periods applicable to data export requests made in connection with account termination.

Individual users also have the right to request access to their personal information as described in Fusive's Privacy Policy.

5.4 Privacy

Fusive's collection and use of personal information is governed by its Privacy Policy, which is incorporated into this Agreement by reference. You represent and warrant that you have obtained all necessary consents to submit Client Data to the Services.

5.5 Data Security

Fusive implements commercially reasonable technical and organizational measures to protect Client Data. However, no method of transmission or storage is completely secure, and Fusive does not guarantee absolute security.

5.6 Multi-Tenant Architecture

The Services operate on a shared, multi-tenant infrastructure in which multiple client organizations use the same underlying platform. Fusive implements logical data isolation controls to prevent one tenant's data from being accessed by another. However, you acknowledge and agree that:

Fusive does not guarantee absolute isolation between tenants in all circumstances;
In the event of a platform error, misconfiguration, or security incident that results in unintended cross-tenant data exposure, Fusive's liability is limited by the general limitations of liability set out in Section 9;
You must not attempt to access, probe, or interact with data belonging to any other tenant;
Fusive will notify affected clients of any confirmed cross-tenant data exposure as required by applicable privacy law.

5.7 Provider Operational Access

Fusive personnel may access Client Data, including memory store contents, conversation logs, and account configurations, on a strictly limited and confidential basis for the following operational purposes:

Diagnosing and resolving technical issues or support requests;
Monitoring and maintaining the security, integrity, and performance of the Services;
Complying with applicable legal obligations;
Investigating suspected violations of this Agreement or the Acceptable Use Policy.

Such access will be limited to what is reasonably necessary for the operational purpose, will be subject to Fusive's internal confidentiality obligations, and will be logged. This clause supplements and is consistent with Fusive's Privacy Policy. Fusive will not use Client Data accessed for operational purposes for any commercial purpose unrelated to providing the Services.

5.8 Data Processing

To the extent the Services involve the processing of personal information on your behalf, the parties agree to comply with applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy laws. If you require a separate Data Processing Agreement, please contact Fusive.

6. INTELLECTUAL PROPERTY

6.1 Fusive IP

Fusive retains all rights, title, and interest in and to the Services, including all underlying technology, AI models, software, interfaces, documentation, and all intellectual property rights therein. No rights are granted to you except as expressly set out in this Agreement.

6.2 Feedback

If you provide Fusive with feedback, suggestions, or ideas regarding the Services, you grant Fusive a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without obligation to you.

6.3 AI Output Ownership

Subject to your compliance with this Agreement, AI Output generated through your use of the Services is owned by you. Fusive makes no claim of ownership over AI Output generated by your account.

7. CONFIDENTIALITY

Each party agrees to keep confidential all non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Each party agrees to use Confidential Information only for the purposes of this Agreement and to protect it with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.

8. WARRANTIES AND DISCLAIMERS

8.1 Mutual Warranties

Each party represents and warrants that it has the legal authority to enter into this Agreement and that this Agreement constitutes a valid and binding obligation.

8.2 Service Warranty

Fusive warrants that it will provide the Services in a professional manner consistent with generally accepted industry standards. As your sole remedy for breach of this warranty, Fusive will use commercially reasonable efforts to correct any non-conformity brought to its attention. THIS WARRANTY DOES NOT APPLY TO AI OUTPUT, WHICH IS SUBJECT TO THE DISCLAIMERS IN SECTION 3.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN SECTION 8.2, THE SERVICES AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. FUSIVE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FUSIVE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. FUSIVE DOES NOT WARRANT THAT AI OUTPUT WILL BE ACCURATE, APPROPRIATE, CONSISTENT, OR SUITABLE FOR ANY PURPOSE.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FUSIVE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF FUSIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FUSIVE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO FUSIVE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 AI and Autonomous Agent Claims

WITHOUT LIMITING THE FOREGOING, FUSIVE WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM ARISING FROM OR RELATED TO:

Your reliance on AI Output for any purpose;
Any business decision made by you or your Users based on AI Output;
The accuracy, completeness, appropriateness, or suitability of AI Output for any purpose;
AI Output that is offensive, inappropriate, inaccurate, inconsistent, or contrary to your expectations or values;
The behaviour, outputs, errors, or failures of Third-Party AI Providers;
Changes to Third-Party AI Provider models that affect AI Output;
Any action taken by an Autonomous Agent under your account, whether or not such action was anticipated, authorized, or desired by you;
Any failure of Fusive's guardrails, filters, or configuration controls to prevent a particular AI Output or Autonomous Agent action;
Any failure to seek qualified professional advice in connection with a decision informed by AI Output;
Any unintended cross-tenant data exposure resulting from platform errors, misconfigurations, or security incidents, subject to applicable law;
Any damage, data loss, or unintended consequences caused to or within third-party systems by AI Agent actions authorized or enabled by you;
Any harm resulting from the interruption of AI Agent operations mid-task, including due to Pulse budget exhaustion or service downtime;
Any actions taken by authorized users or Admins within your account, including actions taken with valid credentials that were not intended or authorized by your organization;
The consequences of any SOP Request approval made by an authorized user within your account.

9.4 Essential Basis

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

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Fusive and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services; (b) your reliance on AI Output; (c) any business decision made by you or your Users in connection with the Services; (d) any action taken by an Autonomous Agent under your account; (e) your violation of this Agreement; (f) your violation of any applicable law or third-party right; (g) Client Data submitted by you; (h) any SOP Request approved by an authorized user within your account; (i) any action taken by an authorized user or Admin within your account; (j) any harm caused to third parties by Client-configured AI Agents; (k) any AI Agent interaction with a third-party system that you authorized or enabled; or (l) any claim by a third party arising from how you have configured, deployed, or represented AI Agents.

11. TERM AND TERMINATION

11.1 Term

This Agreement commences on the date you first access the Services and continues for the duration of your Subscription, unless earlier terminated in accordance with this Section.

11.2 Termination for Convenience

You may request cancellation of your Subscription at any time through your account settings or by contacting Fusive. A cancellation request submitted during a billing period will be treated as a notice of cancellation effective at the end of that billing period. Your access to the Services and your data will continue until the end of the then-current billing period. No refunds will be issued for any unused portion of a billing period except as required by applicable law.

11.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) ceases to carry on business.

11.4 Effect of Termination

Upon termination of your Subscription at the end of the applicable billing period:

Your right to access the Services ceases immediately;
You remain liable for all fees incurred prior to termination;
Each party will return or destroy the other party's Confidential Information upon request;
Sections 3, 4.5, 6, 7, 8, 9, 10, 11.4, and 15 survive termination.

11.5 Data Deletion on Termination

Upon termination of your Subscription, Fusive will permanently delete your Client Data, including company memory, agent memory, conversation logs, user records, agent configurations, and all other tenant runtime data associated with your account. Deletion will occur promptly following the effective date of termination.

The following categories of records will be retained by Fusive following termination for legal, compliance, and operational purposes:

Billing records, invoices, and payment history, retained for the period required by applicable tax and financial record-keeping law;
Legal acceptance records, including the record of your agreement to these Terms of Service, the Privacy Policy, and the Acceptable Use Policy, retained for a minimum of six (6) years;
Records required to be retained by applicable law or regulation.

DELETION IS PERMANENT AND IRREVERSIBLE. FUSIVE DOES NOT MAINTAIN BACKUPS OF CLIENT DATA THAT CAN BE RESTORED AFTER TERMINATION. ONCE YOUR DATA HAS BEEN DELETED, IT CANNOT BE RECOVERED UNDER ANY CIRCUMSTANCES, INCLUDING IN THE EVENT OF RESUBSCRIPTION.

11.6 Data Export Before Termination

If you wish to obtain a copy of your Client Data, you must submit a data export request to Fusive before your Subscription terminates. Fusive will use commercially reasonable efforts to fulfill data export requests, subject to the following conditions:

Export requests must be submitted with at least ten (10) business days' notice before the effective date of termination to allow Fusive a reasonable opportunity to prepare and deliver the export;
Export requests submitted with less than ten (10) business days' notice may not be fulfilled before the termination date, and Fusive is not liable for any resulting data loss;
Fusive will provide Client Data in a commercially reasonable format at Fusive's discretion;
Data export is available only while your Subscription remains active. Fusive cannot fulfill data export requests submitted after the termination date;
Fusive may charge a reasonable fee for data export requests that require significant manual effort, and will notify you of any such fee before proceeding.

YOU ARE SOLELY RESPONSIBLE FOR REQUESTING AND RETAINING ANY DATA YOU WISH TO PRESERVE BEFORE YOUR SUBSCRIPTION TERMINATES. FUSIVE STRONGLY RECOMMENDS SUBMITTING A DATA EXPORT REQUEST WELL IN ADVANCE OF YOUR TERMINATION DATE. FUSIVE IS NOT RESPONSIBLE FOR ANY LOSS ARISING FROM YOUR FAILURE TO REQUEST A TIMELY EXPORT.

12. SERVICE CHANGES

Fusive's Services are evolving and will change over time. Fusive may add, remove, modify, or discontinue features, capabilities, or aspects of the Services at any time. Fusive will endeavour to provide reasonable advance notice of material reductions in functionality, but is not obligated to do so in all circumstances, including where changes are required for security, legal compliance, or operational reasons.

Fusive is not liable for any loss, inconvenience, or damage arising from changes to or discontinuation of any feature or aspect of the Services. If Fusive discontinues the Services entirely, Fusive will provide reasonable advance notice where practicable.

13. BETA FEATURES

Fusive may offer features, tools, or capabilities on a pre-release, beta, or evaluation basis ("Beta Features"). Beta Features are provided "as is" without warranty of any kind and may be modified, suspended, or discontinued at any time without notice. Beta Features are not suitable for production or mission-critical use. Fusive is not responsible for any loss, damage, or inconvenience arising from your use of or reliance on Beta Features. Fusive's general disclaimers and limitations of liability apply with full force to Beta Features.

14. CHANGES TO THIS AGREEMENT

Fusive reserves the right to modify this Agreement at any time. The current version of this Agreement is always available at https://fusive.ai/legal/terms (the "Terms URL"). Fusive will provide notice of material changes by email to the address associated with your account, or by posting a notice within the Services, at least thirty (30) days before the changes take effect.

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Agreement. If you do not agree to the changes, you must stop using the Services and terminate your Subscription before the effective date of the changes.

You are responsible for reviewing the Agreement periodically. Fusive recommends bookmarking the Terms URL and reviewing it whenever you receive a notice of change. Prior versions of the Agreement will be archived and available upon request.

15. GENERAL PROVISIONS

15.1 Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

15.2 Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties will first attempt to resolve the dispute through good faith negotiation for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, it will be submitted to binding arbitration administered under the Arbitration Act, 1991 (Ontario). The arbitration will be conducted by a single arbitrator, in English, in Toronto, Ontario. The arbitrator's decision will be final and binding. Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.

15.3 Class Action Waiver

Each party waives any right to bring or participate in a class action, collective action, or representative proceeding arising out of or related to this Agreement.

15.4 Entire Agreement

This Agreement, together with any applicable order forms, subscription confirmations, and the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings.

15.5 Severability

If any provision of this Agreement is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

15.6 Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

15.7 Assignment

You may not assign this Agreement or any of your rights or obligations hereunder without Fusive's prior written consent. Fusive may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement is binding on and inures to the benefit of the parties and their permitted successors and assigns.

15.8 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, failures of third-party infrastructure, or changes to Third-Party AI Provider models or services.

15.9 Notices

Legal notices under this Agreement must be in writing and delivered to Fusive at its registered office address or such other address as Fusive may designate. Notices to you will be sent to the email address associated with your account.

15.10 Language

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

16. CONTACT

If you have any questions about this Agreement, please contact Fusive Inc. at:

Fusive Inc.

Federal Corporation, Canada

legal@fusive.ai