Version 2025-06-11 (supersedes all prior versions)

Welcome to SimplyAsk.ai.  By accessing or using our websites (https://simplyask.ai or https://symphona.ai) or our AI-automation platform, Symphona (together, the “Services”), you agree to be bound by these Terms of Service (the “Terms”).  Please read them carefully.

Throughout these Terms, “SimplyAsk.ai”, “we”, “us” and “our” refer to SimplyAsk.ai Inc.; “you” and “your” refer to the individual or entity that uses the Services; and you and we are referred to collectively as the “Parties.”

1. INTRODUCTION & ACCEPTANCE

1.1  By clicking “I Agree”, creating an account, or otherwise using the Services you (a) confirm that you have read and understood these Terms and our Privacy Policy; (b) represent that you are at least eighteen (18) years old and have authority to accept these Terms; and (c) agree to bind yourself and all End Users under your control to these Terms.

1.2  If you have executed a separate written Software License Agreement, master services agreement or similar contract with SimplyAsk.ai that expressly governs your use of the Services (an “Enterprise Agreement”), the Enterprise Agreement will prevail over any directly conflicting provision of these Terms, including without limitation the liability cap in Section 14.

2. DEFINITIONS

• “CASL” means Canada’s Anti-Spam Legislation.
• “End User” means any individual you permit to access the Services.
• “Personal Information” has the meaning given in our Privacy Policy.
• “Safety-Critical Application” means any use of the Services—or any workflow, model, integration or solution created with the Services—where a malfunction, error, delay or inaccuracy could reasonably be expected to result in death, personal injury, catastrophic property damage or severe environmental harm (e.g., medical diagnosis, life-support, autonomous-vehicle control, air-traffic control, nuclear operations, emergency-response dispatch, weapons systems).
• “Symphona Explore” means the pay-as-you-go plan automatically assigned to users who register at https://app.symphona.ai/register and are not covered by an Enterprise Agreement.
• “Upstream Provider” means any third-party service or infrastructure that we integrate with or rely on to operate the Services.

3. ELIGIBILITY & BUSINESS USE

3.1  You must be at least eighteen (18) years old and legally competent.

3.2  You represent and warrant that you are acquiring the Services exclusively for business or commercial purposes and not primarily for personal, family or household use. To the maximum extent permitted by applicable law, you irrevocably waive any statutory or common-law consumer-protection rights that might otherwise apply. The Services are offered and provided solely to business users.

4. ACCOUNT REGISTRATION & SECURITY

4.1  You must provide accurate, current and complete information when creating an account and keep that information up-to-date.

4.2  Our electronic records that a particular set of credentials clicked “I Agree”, accepted a banner, or otherwise signified assent constitute conclusive evidence of acceptance by the individual or entity associated with those credentials.

4.3  You are solely responsible for (a) safeguarding all authentication credentials, and (b) all activity that occurs through your account, whether authorised or not.  You must promptly notify us at support@simplyask.ai of any unauthorized use or suspected breach.

5. LICENCE GRANT

Subject to your continued compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the Services for your internal business purposes.  No other rights are granted.

6.  FEES & PAYMENT (Applies only to Symphona Explore)

6.1  Pricing: Usage-based pricing is published at https://simplyask.ai/symphona/pricing and is incorporated by reference. We may change pricing on thirty (30) days’ written notice.

6.2  Payment Authorization: You authorize us (or our payment processor) to charge all fees, plus applicable taxes, to the payment method on file when due. All fees are non-refundable.

6.3  Late Payment: Overdue amounts accrue interest at 1.5 % per month or the maximum rate allowed by law, whichever is lower, plus reasonable costs of collection.

6.4  Suspension for Non-Payment: We may suspend or terminate access to the Services if any undisputed amount is not paid when due.

6.5  Invoices & Receipts: We issue invoices monthly and email receipts to the address in your account profile.

7.  ACCEPTABLE-USE REQUIREMENTS

7.1  Prohibited Conduct: You must not, and must not allow any third party to:

1. sublicense, sell, lease, lend, time-share or otherwise commercially exploit the Services;
2. copy, modify, translate, create derivative works of, decompile or reverse-engineer the Services except to the extent such restriction is prohibited by law;
3. use the Services to develop or operate products or services that compete with the Services;
4. bypass or breach any security device or protection used by the Services;
5. upload, store, process, display, transmit or distribute content that is unlawful, harmful, defamatory, obscene, hateful, exploits minors, infringes intellectual-property or privacy rights, or incites violence;
6. engage in fraud, money-laundering, terrorist financing, phishing, distribution of counterfeit or stolen goods, or other illegal activity;
7. transmit malware, ransomware, viruses or other malicious code;
8. conduct penetration testing, vulnerability scanning or similar security testing without our prior written consent;
9. send unsolicited commercial email or SMS in violation of any anti-spam law, including CASL;
10. interfere with or overload the Services or our infrastructure;
11. use bots, crawlers or scrapers without our prior written consent;
12. upload personal data subject to heightened protection (e.g., PHI under HIPAA, cardholder data under PCI-DSS) without our prior written consent; or
13. misrepresent or mask the origin of any data or request.

7.2  Export Controls & Sanctions: You represent that neither you nor any End User is (i) located in, or a national of, a country subject to Canadian, U.S., U.K. or EU embargoes or sanctions, nor (ii) listed on any sanctions-related list of prohibited parties.  You will not export, re-export or grant access to the Services in violation of export-control laws.

7.3  AI-Specific Restrictions: When using any AI feature of Symphona you must not:

1. override or disable guard-rails intended to block disallowed content;
2. request or use outputs that facilitate wrongdoing, including weapons manufacture;
3. violate advertising, consumer-protection, export-control or hate-speech laws with AI outputs;
4. rely on outputs as factual, legal or medical advice without appropriate human review; or
5. remove required notices that content was AI-generated.

7.4  Compliance Monitoring & Government Orders:

1. We may monitor use of the Services to verify compliance with these Terms. We may immediately, without notice, throttle, suspend or terminate access, or delete or quarantine data, if we reasonably believe you have breached these Terms or if necessary to protect the Services or any third party.
2. If we receive a subpoena, court order or other compulsory request regarding your use of the Services, we will (to the extent legally permitted) give you prompt notice. You will reimburse our reasonable costs (including legal fees and staff time at CAD $250/hr) incurred in responding.

8.  USER CONTENT & DATA RIGHTS

8.1  User-Generated Content: You retain ownership of your content but grant us a worldwide, royalty-free, sublicensable licence to host, use, reproduce, display, modify and distribute such content as necessary to operate, improve and promote the Services. You also grant us a perpetual, royalty-free licence to the design and implementation of any solutions configured within the Services.

8.2  Aggregated / Anonymised Data: We may collect and analyse aggregated, anonymised or otherwise unidentifiable data derived from your use of the Services for product development, analytics and benchmarking.

8.3  Feedback: You grant us a perpetual, irrevocable, worldwide, royalty-free right to use, modify, and incorporate into the Services any feedback or suggestions you provide without any obligation or compensation to you.

9.  INTELLECTUAL-PROPERTY RIGHTS

The Services and all related intellectual property are owned by SimplyAsk.ai or its licensors and are protected by Canadian and international laws. Except for the limited licence in Section 5, no rights, title or interest in or to the Services are granted.

10.  DATA PROTECTION & SECURITY

10.1  Our Responsibilities: We will maintain commercially reasonable administrative, physical and technical safeguards and will notify you without unreasonable delay (and in any event within seventy-two (72) hours) after confirming unauthorized access to your Personal Information in our possession or control, to the extent required by applicable law.

10.2  Your Responsibilities: You are solely responsible for (a) the legality of all data, content, emails and SMS you upload or transmit (including compliance with CASL); (b) configuring and managing your own backup, retention and access-control settings; and (c) promptly installing any updates or patches we make available.  If a security incident is caused by your breach of these Terms, you will bear all reasonable investigation and remediation costs.

10.3  Data Transfers: You acknowledge that the Services are hosted on infrastructure that may reside outside Canada. We will ensure that any Personal Information is protected by security safeguards comparable to those required by British Columbia’s Personal Information Protection Act (“PIPA”) and the federal Personal Information Protection and Electronic Documents Act (“PIPEDA”). You consent to such cross-border transfers.

11.  SERVICE AVAILABILITY; UPSTREAM PROVIDERS; BETA FEATURES

11.1  We strive for high availability but do not guarantee uninterrupted or error-free operation.  We may modify, suspend or discontinue the Services (in whole or in part) at any time without liability.

11.2  You acknowledge that the Services interface with Upstream Providers.  WE MAKE NO WARRANTY AND ASSUME NO LIABILITY WHATSOEVER FOR THE SERVICES OF ANY UPSTREAM PROVIDER.  Any service credits or remedies offered by an Upstream Provider will be passed through to you as your sole remedy upon request.

11.3  We may offer optional beta, preview or pre-release features (“Beta Features”).  Beta Features are provided “AS IS” with no warranty, support or service-level commitment and may be changed or discontinued at any time.

11.4  We may modify, replace or discontinue any feature, function or component of the Services provided that such change does not materially diminish the core functionality. If a material diminution occurs, your sole remedy is to terminate your usage for a prorated refund of any prepaid, unused subscription fees.

12.  WARRANTIES & DISCLAIMERS

12.1  AS-IS Disclaimer: THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.  TO THE FULLEST EXTENT PERMITTED BY LAW WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ANY LIABILITY FOR BUGS, ERRORS OR INACCURACIES IN THE SERVICES.

12.2  Sole Responsibility: You alone are responsible for any decision, action or inaction taken in reliance on any output or through the operation of the Services.

12.3  No Professional Advice: Any AI-generated or automated output is for informational purposes only and does not constitute professional, legal, medical or accounting advice. You are solely responsible for verifying all outputs and any reliance thereon.

12.4  Safety-Critical Exclusion: THE SERVICES ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR, AND WE EXPRESSLY DISCLAIM ALL LIABILITY ARISING FROM, ANY SAFETY-CRITICAL APPLICATION.  THIS DISCLAIMER APPLIES EVEN IF WE PROVIDE SERVICES, DELIVERABLES OR GUIDANCE UNDER A STATEMENT OF WORK THAT FACILITATES OR ENABLES A SAFETY-CRITICAL APPLICATION. IF YOU ELECT TO USE, OR DIRECT US TO IMPLEMENT, THE SERVICES IN A SAFETY-CRITICAL APPLICATION, YOU DO SO SOLELY AT YOUR OWN RISK. YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR AFFILIATES AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES) ARISING OUT OF OR RELATING TO SUCH USE, WHETHER BROUGHT BY YOU, YOUR CUSTOMERS, END USERS OR ANY THIRD PARTY. THIS EXCLUSION SHALL NOT BE WAIVED, AMENDED OR OVERRIDDEN BY ANY STATEMENT OF WORK, PURCHASE ORDER, CHANGE REQUEST, EMAIL, CLICK-THROUGH OR OTHER DOCUMENT OR COMMUNICATION, REGARDLESS OF WORDING TO THE CONTRARY. FOR CLARITY, NOTHING IN THIS SAFETY-CRITICAL EXCLUSION AFFECTS THE LIABILITY CAP AND DAMAGE EXCLUSIONS SPECIFIED IN THESE TERMS OR PREVAILING AGREEMENTS, ALL OF WHICH REMAIN FULLY ENFORCEABLE.

12.5  Open-Source Components: The Services may include or link to open-source components distributed under their own licences. All such components are provided ‘AS IS’ and subject only to their applicable licence terms.

13. GENERAL INDEMNIFICATION

You will defend, indemnify and hold harmless SimplyAsk.ai, its affiliates and their respective officers, directors, employees and agents from and against all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to:

1. your content, solution configuration or End User data within the Services;
2. your or any End User’s breach of these Terms or applicable law (including, without limitation, CASL, privacy or export-control law);
3. any allegation that data, materials or instructions supplied by you infringe or misappropriate a third party’s rights; or
4. any output from the Services which is defamatory or otherwise unlawful.

14.  LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR LIABILITY ARISING FROM OUR WILFUL MISCONDUCT OR GROSS NEGLIGENCE WHERE SUCH EXCLUSION IS PROHIBITED, IN NO EVENT WILL SIMPLYASK.AI OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, LOSS OR CORRUPTION OF DATA, GOODWILL OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (i) THE FEES YOU PAID US FOR THE SERVICES IN THE THREE (3)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (ii) TEN CANADIAN DOLLARS (CAD $10). THESE LIMITS APPLY REGARDLESS OF THE LEGAL THEORY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.  PUBLICITY

Unless you notify us in writing to the contrary, you grant us a non-exclusive, worldwide, royalty-free licence to identify you as a customer and display your name and logo in our websites, case studies, investor decks and similar materials.  You may revoke consent for future materials on thirty (30) days’ written notice; existing materials need not be modified or recalled.

16.  TERM & TERMINATION

Either Party may terminate these Terms for any reason without notice.  We may also suspend or terminate your access immediately for cause, including any breach of Section 7, or if required to comply with law or protect the Services.  Upon termination (a) your right to use the Services ceases, (b) all accrued fees become immediately due, and (c) Sections 7, 8, 10–15, 18 and any other clauses intended to survive will do so.

17.  CHANGES TO THE TERMS

We may modify these Terms at any time by posting the revised version to our website or notifying you by email or in-product notice.  Changes are effective as of the stated “Version” date.  Your continued use of the Services after the effective date constitutes acceptance.

18.  GOVERNING LAW; DISPUTE RESOLUTION

18.1  These Terms are governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules.

18.2  Any dispute, controversy or claim arising out of or relating to these Terms shall be finally resolved by binding arbitration administered by the Vancouver International Arbitration Centre under its Rules. The seat of arbitration is Vancouver, British Columbia; the language is English. The Parties agree that, to the fullest extent permitted by law, any arbitration or litigation shall be conducted solely on an individual basis and not as a class or representative action.

18.3  Injunctive Relief: Notwithstanding Sections 18.1 and 18.2, either Party may apply to a court of competent jurisdiction for interim, interlocutory or permanent injunctive or other equitable relief to prevent the unauthorized use or disclosure of its Confidential Information or the infringement of its Intellectual Property Rights, without first commencing arbitration and without the requirement to post security.

19.  MISCELLANEOUS

19.1  Force Majeure: We are not liable for delay or failure to perform due to causes beyond our reasonable control (e.g., natural disasters, government acts, terrorism, labour disputes, internet failures, power outages). Payment obligations are not excused.

19.2  Assignment: We may assign these Terms without restriction. You may not assign or transfer these Terms without our prior written consent; any unauthorized assignment is void.

19.3  Entire Agreement, Severability, Waiver: These Terms constitute the entire agreement between the Parties regarding the Services and supersede all prior or contemporaneous agreements.  If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in full force.  Our failure to enforce any right is not a waiver of future enforcement.

19.4  Third-Party Links & Services: We are not responsible for third-party sites or services and you access them at your own risk.

19.5  Limitation Period: Any claim arising out of or relating to these Terms or active Enterprise Agreements must be brought within twelve (12) months after the cause of action accrues, failing which the claim is permanently barred.

20.  CONTACT

Questions or notices under these Terms should be sent to support@simplyask.ai or: SimplyAsk.ai Inc., Suite 900, 2025 Willingdon Ave, Burnaby, BC, V5C 0J3 Canada.

By clicking “I Agree”, executing an agreement that references these Terms, or otherwise accessing or using the Services, you acknowledge that you have read, understood and agree to be bound by the foregoing Terms.