TERMS OF USE

Last Updated: November 30, 2025

1. Introduction

These Terms of Use (“Agreement”) govern your access to and use of the AI software, platforms, tools, and related services (“Services”) provided by FluvioAI Inc. (“FluvioAI,” “we,” “us,” or “our”).

By accessing or using our Services, you (“Client,” “User,” or “you”) agree to be bound by this Agreement.

2. Ownership

FluvioAI retains all ownership, intellectual property rights, and proprietary interest in the Services, including all software, algorithms, AI models, code, documentation, workflows, and enhancements.

No ownership rights are transferred to you through your use of the Services.

Feedback or suggestions you provide become the exclusive property of FluvioAI.

FluvioAI also retains ownership of all improvements resulting from system optimization that do not incorporate identifiable client data.

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3. License to Use the Services

Upon payment of applicable fees, FluvioAI grants you a revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use the Services solely for your internal business purposes.

Definitions

• Training Data: Data provided by the Client to configure or train the Service.

• Production Data: Data submitted to the Service during normal operation.

• Output Data: Information generated by the Service from Production Data.

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4. Client Use Restrictions

Clients agree not to:

• Copy, reverse engineer, decompile, modify, or create derivative works of the Services

• Access or attempt to access source code

• Circumvent any security or authentication measures

• Use the Services to develop or support competing products

• Upload or transmit malicious code

• Use the Services with data for which they lack lawful authority

• Sell, lease, sublicense, transfer, or distribute the Services unless FluvioAI provides express written consent

Clients represent and warrant that they have the necessary rights to provide all Training Data and Production Data used in connection with the Services.

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5. Termination

By FluvioAI

FluvioAI may terminate this Agreement if:

• The Client fails to pay any fees within 30 days of the due date, or

• The Client materially breaches any provision of this Agreement.

By Client

Clients may terminate this Agreement with 90 days’ written notice.

Effect of Termination

Upon termination:

• All outstanding fees remain payable

• The Client must immediately stop using the Services

• The Client must delete or destroy all FluvioAI materials

• FluvioAI may disable access without further notice

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6. Disclaimer & Assumption of Risk

The Services are provided “as is” and “as available.”

Clients acknowledge that:

• AI outputs may contain errors, omissions, or inaccuracies

• AI systems may behave unpredictably

• Services must not be used for high-risk, safety-critical, or life-critical decisions

Clients are solely responsible for validating and verifying outputs.

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7. Warranty Disclaimer

FluvioAI disclaims all warranties — express, implied, statutory, or otherwise — including, without limitation:

• Merchantability

• Fitness for a particular purpose

• Non-infringement

• Accuracy, reliability, or suitability

• Continuous or error-free operation

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8. Limitation of Liability & Indemnity

To the fullest extent permitted by law:

• FluvioAI is not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, data, revenue, or business.

• The Client agrees to indemnify and hold harmless FluvioAI from claims arising from:

o Misuse of the Services

o Breach of this Agreement

o Unauthorized use of data

o Violations of applicable laws

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9. Data Residency and Cross-Border Processing

FluvioAI may store or process data solely in data centres located in Canada or the United States, using reputable cloud providers.

Such processing occurs only to:

• Deliver the Services

• Maintain, support, and secure the Services

• Perform troubleshooting and system operations

FluvioAI will not transfer Client data outside Canada or the United States.

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10. No Use of Client Data for External AI Training

FluvioAI will never use Client data — including Training Data, Production Data, Output Data, metadata, logs, or recordings — for:

• Training publicly available AI models

• Training multi-tenant or general-purpose AI models

• Improving AI models used by other customers

• Data resale, data mining, or unrelated analytics

FluvioAI may only use data to:

• Operate the Client’s dedicated AI instance

• Perform security, debugging, quality control, and maintenance

• Improve accuracy and performance solely for the Client’s own use case

Client data is logically segregated from all other customers.

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11. Governing Law

This Agreement is governed by the laws of Ontario, Canada, and any disputes shall be heard exclusively in the courts located in Toronto, Ontario.

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12. Notices

Notices may be delivered via email or registered mail to the following addresses:

Email: sales@fluvioai.com

Address: 5127 Tomken Rd, Mississauga, ON, L4W 1P1