Terms & Conditions

These Terms and Conditions (the “Terms”) govern your access to and use of the website, application, and related services (collectively, the “Service”) provided by Affirmaitive Inc. (“Company,” “we,” or “us”). By creating an account or otherwise using the Service, you (the individual or entity using the Service) agree to be bound by these Terms. If you are using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case “you” refers to that entity. If you do not agree with these Terms, you must not access or use the Service.

SECTION 01

Acceptance of Terms

By accessing or using any part of the Service, you acknowledge that you have read, understood, and agree to comply with these Terms, as well as our Privacy Policy (which is incorporated by reference). These Terms form a binding legal agreement between you and the Company.

Important: You must accept these Terms in order to create an account or use the Service. If you do not agree, you are not authorized to use the Service.

SECTION 02

Changes to Terms

We may modify or update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms on our website or through other communications. It is your responsibility to review the Terms periodically.

Continued use of the Service after updated Terms become effective constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Service.

SECTION 03

Eligibility and Accounts

3.1 Eligibility

You must be at least the age of majority in your jurisdiction (usually 18 years or older) to use the Service. By using the Service, you represent and warrant that you meet this age requirement and are otherwise legally qualified to enter into and form contracts under applicable law. The Service is intended for use by individuals and businesses; if you are using the Service on behalf of a company or organization, you further represent that you have the authority to bind that entity to these Terms

3.2
Account Registration

To access certain features of the Service, you may be required to create an account. When registering an account, you agree to: (a) provide true, accurate, current, and complete information as requested (including a valid email address and identification details, if required); and (b) maintain and promptly update your account information to keep it true, accurate, and complete. You must not impersonate someone else or create an account using someone else’s information or a name that you are not legally authorized to use.

3.3 Account Security:

You are responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. You must safeguard your password and not share it with any unauthorized person. If you suspect any unauthorized use of your account or any other breach of security, you must notify us immediately. The Company will not be liable for any loss or damage arising from your failure to keep your account secure.

3.4
Account Responsibility:

You are responsible for all use of the Service under your account, including any content or data you or any users of your account input or generate. If you are an organization, you are responsible for ensuring that all persons who access the Service through your account are aware of and comply with these Terms.

SECTION 04

Subscription Plans and Fees

4.1
Fees:

Certain features or usage of the Service may require payment of fees. If you choose to access paid features, you agree to pay all applicable fees and charges. Fees, rate plans, and billing details are described within the Service or during the account upgrade process. All fees are stated in USD or relevant currency and are exclusive of taxes (unless stated otherwise). You are responsible for paying any taxes or surcharges imposed on your use of the Service or on the fees.

4.2 Billing and Payment:

By subscribing to a paid plan or providing a payment method, you authorize the Company (or our designated payment processor) to charge the specified fees to your payment method on a recurring basis (e.g. monthly or annually, depending on the plan you select). Payment Processing: We use a third-party payment processor to handle billing (e.g., credit card processing). While we may facilitate the processing of payments, the actual payment processing is performed by a third-party provider, and you agree to abide by the terms and conditions of that payment processor. We do not store full payment card details on our own systems; those are handled by the payment processor for your security.

4.3 Subscription Term and Renewal:

Paid subscriptions will automatically renew at the end of each billing cycle (e.g., at the end of the month or year) unless you cancel your subscription before the next billing date. The renewal will be for the same duration as the expiring subscription term and at the then-current subscription fee, unless otherwise noted. You will be charged in advance for each renewal term using the payment method we have on file for you.

4.4 Cancellation:

You may cancel your paid subscription at any time through your account settings or by contacting customer support. If you cancel, you will continue to have access to the paid features until the end of your current billing period. No refunds will be provided for partial periods or unused features of the Service, except where required by law. It is your responsibility to cancel before renewal if you do not want to be charged for the next period.

4.5 Changes in Fees:

The Company reserves the right to change the subscription fees or introduce new fees for additional features upon reasonable notice to you. Fee changes will take effect at the start of the next subscription period following the notice. If you do not agree to a fee change, you may cancel your subscription before the new fees take effect; otherwise, your continued use of the Service after the fee change constitutes your agreement to pay the updated amount.

4.6
Free Usage and Trials:

The Company may, at its discretion, offer limited free access or promotional trial periods for certain features. Such free or trial access, if provided, is subject to these Terms. The Company reserves the right to modify or terminate any free or trial offer at any time. (Note: If no trial or free tier is offered, this section may be inapplicable.)

SECTION 05

Acceptable Use and User Conduct

By using the Service, you agree to comply with the following rules and not to misuse the Service:

5.1
Lawful Purposes Only:

You may use the Service only for lawful purposes and in compliance with all applicable laws and regulations. You must not use the Service to create, transmit, or store any content that is illegal, fraudulent, harassing, defamatory, obscene, pornographic, hateful, or that violates any law or regulation.

5.2
Prohibited Conduct:

You agree that you will not, and will not permit anyone else to:

a. Violate Laws or Rights: Use the Service in any manner that violates any applicable law, regulation, or the rights of others (including intellectual property rights and privacy rights).

b. Abusive Behavior: Input or generate any content through the Service that is harmful, violent, incites violence, harassing or discriminatory (including on the basis of race, religion, gender, etc.), or otherwise objectionable or that encourages illegal or harmful conduct.

c. Malicious Activity: Use the Service to distribute viruses, malware, or any other harmful code, or to engage in activities that could harm the Service or disrupt other users’ use of the Service (such as launching a denial-of-service attack or attempting to overload the Service).

d. Unauthorized Access: Attempt to gain unauthorized access to the Service or related systems or networks, or probe, scan, or test the vulnerability of any system or network, or breach security or authentication measures without proper authorization.

e. Reverse Engineering: Copy, modify, create derivative works of, decompile, or reverse engineer any part of the Service or any technology used in the Service, except as permitted by law.

f. Circumventing Restrictions: Bypass or circumvent measures we may use to prevent or restrict access to the Service or certain features (including attempting to exceed usage limits or quotas, or using the Service in a manner intended to avoid incurring fees).

5.3
Content Standards:

If you publish, communicate, or generate content using the Service (for example, if the Service allows you to share AI-generated content or other posts), you are solely responsible for ensuring that such content complies with these Terms and any applicable content guidelines we may provide. We do not endorse any content generated by users and we may, but are not obligated to, monitor or remove content that we deem to violate these Terms.

5.4
Suspension or Termination for Violations:

Violation of this Acceptable Use policy may result in suspension or termination of your access to the Service, at our sole discretion. We reserve the right (but assume no obligation) to investigate any alleged violations and to take appropriate legal action. You may also be subject to legal consequences if your misuse of the Service violates law or infringes rights of any other person.

Full Policy Available

For more details, please review our Acceptable Use Policy.

SECTION 06

Third-Party Services

6.1
Integration with Third-Party Services:

The Service may integrate with or utilize third-party services, products, or content that are not owned or controlled by the Company. Examples may include, without limitation, third-party payment processors, cloud hosting providers, analytics services, or AI platform providers that supply underlying machine learning models.

6.2 Third-Party Terms:

Your use of third-party services or content may be subject to that third party’s terms and conditions and privacy policy. For example, if the Service uses an external payment processor to handle transactions, you will be subject to that processor’s terms for payment processing; or if the Service uses a third-party AI engine to generate content, your use of generated content may be subject to additional usage policies of that provider.

6.3 No Control Over Third Parties:

The Company does not endorse and is not responsible or liable for the availability, accuracy, quality, or content of services provided by third parties. We provide no warranties or representations and assume no responsibility for any third-party services. Any exchange of data or interaction between you and a third-party service, including payments and delivery of services, is solely between you and that third party. If any third-party service ceases to make its programs or services available to us on reasonable terms, we may cease providing those features to you without entitling you to any refund, credit, or other compensation.

6.4
Data Sharing::

By using the Service, you acknowledge and agree that the Company may share certain data (including your personal information or content) with third-party service providers as necessary to operate the Service (for example, sharing payment information with a payment processor to complete a transaction, or sending your input queries to an AI engine to generate a response). Any third-party data sharing will be conducted in accordance with our Privacy Policy and applicable law. We do not sell your personal information to third parties, but we do engage third parties as processors or sub-processors under strict data protection obligations to assist in delivering the Service.

SECTION 07

Intellectual Property Rights

Company Property:

The Service (including all content, software, code, algorithms, models, user interfaces, text, graphics, logos, and other materials provided by the Company) is the intellectual property of the Company and its licensors. All rights, title, and interest in and to the Service, including any improvements or modifications, are owned by the Company or its licensors. The Company grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Service for your own internal business or personal use, in accordance with these Terms. You acquire no ownership or proprietary rights in the Service or any part of its content (excluding content that you or other users provide) by using the Service or paying any fees.

User Inputs and Outputs:

As between you and the Company, you retain all right, title, and interest in and to (i) your original ideas, concepts, assumptions, and data submitted to the Service (“User Inputs”), and (ii) the business plans, summaries, pitch decks, reports, analyses, validation outputs, and other venture-related artifacts generated for you through the Service based on your User Inputs (“User Outputs”). Subject to your compliance with these Terms, you may use, reproduce, modify, and commercialize such User Outputs for your lawful business purposes.

Affirmaitive Methodology:

Notwithstanding the foregoing, you acknowledge and agree that the Company exclusively owns and retains all right, title, and interest in and to the Service and all underlying and embedded intellectual property, including without limitation: (a) strategic frameworks, venture methodologies, evaluation models, and scoring systems; (b) prompt structures, orchestration logic, agent workflows, and system architecture; (c) financial modeling logic, benchmarks, and analytical rules; (d) templates, schemas, and proprietary structures; and (e) the Validate Score™, OPA™ orchestration system, and multi-agent pipeline (collectively, the “Affirmaitive Methodology”).

Restrictions:

Ownership of User Outputs does not include any rights in the Affirmaitive Methodology. You may not, directly or indirectly, extract, reverse engineer, replicate, adapt, or reuse any portion of the Affirmaitive Methodology to build, train, improve, or support any competing product, service, platform, or internal tool, whether for commercial or non-commercial purposes.

Trademarks:

The Company’s logo, and any other product or service names or slogans displayed on the Service are trademarks or service marks of the Company or its partners. You are not permitted to use any such trademarks without the prior written consent of the Company. All other trademarks appearing on the Service are the property of their respective owners.

No Rights Implied:

Except for the limited use rights expressly granted in these Terms, no other rights are granted, whether by implication, estoppel, or otherwise. The Company reserves all rights not expressly granted to you. You will not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices incorporated in or accompanying the Service.

SECTION 08

User Content

Your Content:

In the course of using the Service, you may provide or upload certain content, data, or materials to the Service (for example: text, images, information, or other inputs that you submit in order to receive AI-generated outputs, or any feedback, posts, or messages you send through the Service). All such content that you provide, upload, or input to the Service is considered “User Content.” You retain any ownership rights that you hold in the User Content. The Company does not claim ownership of your original User Content.

License to Company:

You retain ownership of your User Content, including Startup Content, venture materials, and AI-generated outputs created through your use of the Services. By submitting or generating User Content through the Services, you grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use such User Content solely as necessary to operate, maintain, and provide the Services to you in accordance with these Terms. We may use anonymized, aggregated, or de-identified information derived from User Content to analyze, maintain, and improve the performance, reliability, and functionality of the Services. Such improvement activities will not involve the use of identifiable Startup Content to train publicly available or shared foundation AI models. We do not use your identifiable Startup Content to train public or general-purpose AI models, and we do not permit third-party AI providers to use your identifiable content for training their publicly available models. We also do not combine identifiable venture-specific content from one user with that of another user in a manner that results in cross-pollination of confidential or proprietary information. Our handling of User Content is further described in our Privacy Policy. In the event of any inconsistency relating to data protection practices, the Privacy Policy shall govern. Without limiting the foregoing, the Company may anonymize and aggregate User Content and usage data to improve, refine, and develop the Service, including analytical models, scoring systems (such as the Validate Score™), and platform functionality. The Company does not disclose identifiable User Inputs or specific business plans to other users or third parties, except as permitted under the Privacy Policy or required by law. Anonymized and aggregated data does not identify you or your business and may be retained and used by the Company as part of its proprietary data assets

Your Responsibilities for User Content:

You represent and warrant that you have all necessary rights, licenses, and permissions to submit the User Content to the Service and to grant the license above. You agree not to upload or submit any User Content that: (a) is subject to third-party intellectual property rights (e.g., copyrighted material) or confidential information unless you have obtained all necessary rights and consents; (b) contains personal data of others or regulated data (like sensitive personal, financial, or health information) unless processed in compliance with applicable privacy laws; or (c) otherwise violates any of the Acceptable Use restrictions in Section 5 of these Terms. You are solely responsible for your User Content and the consequences of sharing or publishing it via the Service. The Company is not responsible for any public display or misuse of your User Content by you or others.

Removal of User Content:

The Company reserves the right (but has no obligation) to monitor, review, or remove any User Content at our sole discretion, at any time, and without prior notice to you, if we believe it violates these Terms, or for any other reason. However, the Company is not responsible for any failure or delay in removing such material. You are responsible for keeping backup copies of your User Content; we are not liable for any loss of User Content.

Feedback:

If you choose to provide us with ideas, suggestions, recommendations, or proposals regarding the Service (“Feedback”), you acknowledge and agree that the Company is free to use or act upon that Feedback in any manner without any restriction or obligation to you. Feedback is entirely voluntary and we may use it to improve the Service or for any other purpose, without any compensation to you. Any improvements or modifications to the Service based on your Feedback are the sole property of the Company.

SECTION 09

Ownership of User Outputs

As between you and us, you retain all rights, title, and interest in and to your User Content and any outputs generated through your use of the Services based on your inputs (“User Outputs”), subject to the limited license granted below. We do not claim ownership of your Startup Content, venture materials, business plans, pitch decks, financial summaries, or other materials generated specifically for you through the Services.

License to Operate the Service

By submitting User Content, you grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, process, and use such User Content solely as necessary to provide, maintain, and improve the Services in accordance with these Terms and our Privacy Policy.
We may use anonymized, aggregated, or de-identified information derived from User Content to improve system performance and functionality. Such use will not include identifiable Startup Content and will not involve training publicly available or shared foundation AI models on your identifiable content.
We do not use your identifiable Startup Content to train public or general-purpose AI models, nor do we combine identifiable venture-specific content from one user with that of another user in a manner that results in cross-pollination.

Ownership of Affirmaitive Methodology

We retain all rights, title, and interest in and to the Services, including the platform architecture, workflows, orchestration logic, prompts, templates, frameworks, scoring systems, validation logic, underlying AI integrations, and related methodologies (collectively, the “Affirmaitive Methodology”).
Nothing in these Terms transfers ownership of the Affirmaitive Methodology to you. Your rights are limited to using the Services and the User Outputs generated for you in accordance with these Terms.

SECTION 10

AI-Generated Content

Use of AI to Generate Content

The Service may use artificial intelligence or machine learning algorithms (potentially provided by third-party AI platforms) to generate content or outputs based on your prompts, instructions, or other User Content. For example, the Service might produce text, analysis, images, or other results (collectively, “AI-Generated Content”) in response to your requests. By using the Service, you understand and agree that the AI-Generated Content is generated automatically by computational models and not by human authors.

License and Ownership of Outputs:

As between you and the Company, you own the User Outputs generated for you through the Service. For clarity, such ownership applies solely to the business-level artifacts and content generated based on your User Inputs and does not extend to the Service, the underlying artificial intelligence systems, models, algorithms, templates, prompt structures, or the Affirmaitive Methodology. The Company and its licensors retain all intellectual property rights in and to the Service and the technologies used to generate User Outputs. Any rights not expressly granted to you are reserved by the Company.

No-Code Prototypes; Hosted Access Access Only

The Service may enable you to generate functional or semi-functional no-code or low-code prototypes, workflows, or interfaces (“Prototypes”) based on your User Inputs and configurations.
You acknowledge and agree that Prototypes are provided solely as a hosted feature of the Service. Except for your ownership of your underlying design concepts, business logic, and content reflected in such Prototypes, no ownership interest in any source code, object code, components, libraries, APIs, integrations, infrastructure, or technical implementations is transferred to you.
The Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use Prototypes only through the Service and only for your internal business or evaluation purposes, subject to these Terms. You may not export, download, self-host, sublicense, decompile, replicate, or otherwise use Prototypes or their underlying technical elements outside the Service without the Company’s prior written consent.

Future Custom Services

Nothing in these Terms restricts our ability to offer custom development services, export functionality, dedicated deployments, integrations, enterprise configurations, or other professional services under a separate written agreement, statement of work (SOW), or master services agreement (MSA). Any such services shall be governed exclusively by the terms of the applicable written agreement.

No Exclusivity or Assignment

You acknowledge that the Services operate using automated systems and general analytical frameworks that are designed to assist a wide range of users. As a result, similar or comparable outputs may be generated for different users based on similar inputs, industry patterns, or widely known business concepts. Such similarity does not mean that we reuse, disclose, or incorporate any specific user’s identifiable Startup Content, venture data, or proprietary materials into another user’s outputs. Each user’s content is processed independently and in isolation in accordance with our Privacy Policy. Nothing in these Terms grants you exclusive rights to any general ideas, methodologies, templates, structures, or commonly known business concepts reflected in the outputs generated by the Services.

Responsibility for AI-Generated Content

You are solely responsible for how you use and rely on the AI-Generated Content. The Company makes no guarantees that the AI-Generated Content will be accurate, reliable, legally permissible, or suitable for any purpose. The content is generated based on patterns in training data and your input; it may be incomplete, outdated, factually incorrect, offensive, or otherwise problematic. You should independently verify the accuracy and appropriateness of any AI-Generated Content before using it, especially for high-stakes or public purposes.

Compliance and Usage Restrictions

You agree not to use AI-Generated Content in violation of any applicable laws or regulations, and not to represent the AI-Generated Content as human-generated or as professional advice if it is not. If the Service’s output is used to assist with content that will be made public or used in important decision-making, you must disclose that it was AI-generated when appropriate and ensure compliance with any legal or ethical guidelines (for instance, some jurisdictions require labeling of AI-generated content). You also agree to abide by any usage guidelines or policies we may provide regarding AI outputs (such as limitations on using the Service for certain sensitive applications, or requirements imposed by our AI technology providers).

AI Output Acceptable Use

The AI may be constrained by content guidelines to prevent misuse (for example, restrictions on generating hate speech, violent or sexual content, or other prohibited material). You agree not to attempt to use the AI output in a manner that violates the Acceptable Use restrictions in Section 5 or any content policy we implement. The Company may in its discretion refuse or restrict processing of certain prompts that we deem violate these Terms or applicable policies.

AI Model and Data

You acknowledge that the AI-Generated Content is produced by machine learning models that operate probabilistically. No AI model is 100% accurate or unbiased. The outputs you receive may reflect biases or limitations present in the training data or algorithm design. The Company does not guarantee that the AI will produce content that is unique or free of bias. By using the Service, you accept that there may be instances of incorrect information or biases in the AI-Generated Content, and you agree that you will not hold the Company liable for any such issues (subject to the limitations of liability in Section 12).

Inappropriate or Harmful Output

If you believe the AI-Generated Content is inappropriate, offensive, or harmful, please stop using such content immediately and, if necessary, contact us to report the issue. We are continuously working to improve the safety and accuracy of our AI, but we rely on user feedback. The Company is not responsible for any offense or harm arising from content that you or others generate through the Service.

Third-Party AI Providers

If the Service uses third-party AI engines or models, those providers may have their own terms or usage policies. We may require you to agree to additional terms or flow-down restrictions as necessary to comply with our third-party providers’ requirements. We will inform you if such additional terms apply. For example, if the Service uses an API from an AI provider, you may be required to comply with that provider’s usage policies (such as OpenAI’s usage policies) regarding allowed content and purposes. Your use of the Service constitutes your agreement to comply with any such third-party requirements that we communicate to you.

SECTION 11

Third-Party Providers and Supplemental Policies

Use of Third-Party Providers

We may rely on third-party service providers, infrastructure providers, AI providers, and other vendors (collectively, “Third-Party Providers”) to deliver certain features or functionality of the Services.

Third-Party Terms and Policies

Certain aspects of the Services may be subject to additional terms, policies, or usage requirements imposed by such Third-Party Providers. By using the Services, you agree to comply with any such applicable terms, policies, or usage requirements.

Third-Party Providers & Policies Page (If Applicable)

From time to time, we may publish an up-to-date list of material Third-Party Providers and applicable supplemental policies on a dedicated webpage (the “Third-Party Providers & Policies Page”). Where such a page is made available, you agree to comply with any applicable usage restrictions or requirements described on the Third-Party Providers & Policies Page, as updated from time to time.

Updates to Third-Party Arrangements

We may add, remove, or replace Third-Party Providers in the ordinary course of business. Any such changes will be effective when implemented and do not require an amendment to these Terms unless otherwise required by law.

Compliance and Suspension

You acknowledge that certain Third-Party Providers impose technical, security, or usage limitations that are necessary for the operation of the Services. You agree not to use the Services in a manner that would violate the applicable terms or policies of such Third-Party Providers, including any safety, content, or acceptable use restrictions. We may suspend or limit access to features of the Services where required to comply with Third-Party Provider obligations or to prevent violations of applicable policies.

SECTION 12

Disclaimers of Warranties

We want you to use Affirmaitive responsibly. The Service and all content (including User Content and AI-Generated Content) are provided on an “AS IS” and “AS AVAILABLE basis, without warranties of any kind, either express or implied. The use of the Service (including relying on any output or content obtained through the Service) is at your own risk.

To the maximum extent permitted by applicable law, the Company and its affiliates, licensors, and service providers disclaim any and all warranties and conditions, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that may arise out of course of dealing or usage of trade. We make no guarantee that the Service will be uninterrupted, secure, or error-free, or that any content (including AI-Generated Content or advice) will be accurate, reliable, complete, or meet your expectations.
Specifically, and without limiting the generality of the foregoing:

The Company does not warrant that the AI-Generated Content will be correct, reliable, or suitable for any particular use. All outputs are generated by algorithms that have inherent limitations (see Section 9 above for more on those limitations).

The Company does not guarantee that the Service will detect or filter all inappropriate or harmful content, or that it will prevent all misuse. We are not responsible for content that you may find offensive or for the actions of other users.

The Company does not warrant that any information (including any suggestions or recommendations provided by the Service) is professional advice. For example, if the Service provides a response that appears to be legal, financial, medical, or other expert advice, you should not rely on it as if it were professional advice. Always seek the advice of a qualified professional for verification or before making significant decisions.

No oral or written information or advice given by the Company, or via the Service, shall create any warranty not expressly stated in these Terms.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you. In such case, the scope and duration of any such warranty will be the minimum permitted under applicable law.

SECTION 13

Limitation of Liability

AI Support Agents; User Responsibility

The Service may include, now or in the future, AI-powered support agents capable of generating outputs or performing actions at your direction, including drafting communications, preparing outreach materials, or executing workflow steps (“AI Agents”).
You acknowledge and agree that:

AI Agents operate solely based on your inputs, configurations, and approvals;

you are responsible for reviewing, validating, and approving all outputs or actions generated by AI Agents prior to use or transmission; and

any actions taken through AI Agents are deemed taken by you, not by the Company.

The Company shall not be liable for any errors, inaccuracies, omissions, hallucinations, miscommunications, or unintended consequences arising from AI Agent outputs or actions, including without limitation mis-sent communications or third-party responses, to the maximum extent permitted by law.

Indirect Damages

To the fullest extent permitted by law, in no event will the Company or its directors, officers, employees, agents, partners, suppliers, or affiliates be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or any loss of profits, revenues, data, goodwill, or other intangible losses, arising out of or related to your use of or inability to use the Service, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not the Company has been informed of the possibility of such damage. For the avoidance of doubt, this limitation applies to any claims arising from or relating to AI-Generated Content, Prototypes, or AI Agent outputs or actions.

Cap on Liability

To the fullest extent permitted by law, the total aggregate liability of the Company and its affiliates for any claim arising out of or relating to these Terms or the Service shall not exceed the amount you paid to the Company for the Service in the six (6) months immediately preceding the event giving rise to the claim (or, if no fees have been paid, $100 USD). Each provision of these Terms that provides for a limitation of liability is intended to and shall allocate the risks between the parties under these Terms. This allocation is reflected in the pricing of the Service (if any fees were charged), and is an essential element of the basis of the bargain between you and the Company. You agree that the limitations of liability set forth in this Section 11 will survive any termination or expiration of these Terms, and apply even if any limited remedy specified in these Terms is found to have failed its essential purpose.

Exceptions

Nothing in these Terms shall limit or exclude liability for gross negligence, willful misconduct, or fraud, or any other liability that cannot be excluded or limited under applicable law. Additionally, because some jurisdictions do not allow the exclusion or limitation of certain damages, in such jurisdictions, the liability of the Company shall be limited to the maximum extent permitted by law.

SECTION 14

Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, and licensors, from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) arising out of or in any way connected with:

your violation of these Terms or of any applicable law or regulation;

your User Content or your use of any AI-Generated Content (including any actions you take based on the outputs, and any content you develop or distribute using outputs from the Service);

your violation of any rights of any third party, including intellectual property, confidentiality, privacy, or proprietary rights; or

your misuse of the Service

including claims arising from your use of AI-Generated Content, Prototypes, or AI Agents, and any actions taken or decisions made in reliance thereon.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you (in which case you agree to cooperate with our defense of that claim). You agree not to settle any such matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

SECTION 15

Termination and Suspension

By You

You may stop using the Service and/or cancel your account at any time. If you wish to delete your account, you may do so through the account settings or by contacting us. Please note that simply uninstalling an application or stopping use of the Service may not automatically terminate your account or cancel recurring payments; you must actively cancel or delete your account to stop being charged, as outlined in Section 4.4.

By Company

The Company may, at its sole discretion, suspend or terminate your account or access to the Service at any time (or suspend/terminate the Service as a whole), with or without notice, if we believe that: (a) you have violated any provision of these Terms or otherwise engaged in illegal or improper use of the Service; (b) your use of the Service creates risk for us or other users, could subject us to liability, or could be fraudulent; (c) you fail to pay any fees on time (if applicable); or (d) we choose to discontinue the Service (in whole or in part). We will make a reasonable attempt to notify you of the reason for termination or suspension, either prior to or after taking action, but we are not obligated to do so.

Effect of Termination

Upon any termination of these Terms or suspension/termination of your access to the Service:

(i) your right to use the Service will immediately cease, and you must stop all use of the Service;

(ii) any licenses granted to you under these Terms will end;

(iii) you will no longer have access to your account (and we may delete your account data, content, or information, unless we are required by law to retain it or have another lawful basis to do so, per our Privacy Policy). If we terminate your account in its entirety without cause (and not due to your breach or misconduct), and you have a prepaid subscription, we may provide a pro-rated refund for the remaining unused portion of your subscription term. However, no refund will be provided if termination is for cause, such as a violation of these Terms.

Survival

Any provision of these Terms that by its nature should survive termination (including but not limited to provisions governing ownership of intellectual property, disclaimers, limitation of liability, indemnity, and governing law) will remain in effect even after termination of these Terms or of your account.

SECTION 16

Governing Law and Dispute Resolution

Governing Law

These Terms and any dispute arising out of or related to these Terms or the Service will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of laws principles. Notwithstanding the foregoing, if you are a consumer residing outside of Canada/Ontario, you may have additional rights or protections under the mandatory laws of your country of residence, which will apply to you to the extent required by law.

Jurisdiction and Venue

Subject to any mandatory arbitration provision or other dispute resolution mechanism below (if applicable), you and the Company agree to submit to the personal and exclusive jurisdiction of the courts located in [Ontario, Canada] (or the appropriate provincial courts within Ontario, or if federal jurisdiction is applicable, the Federal Court of Canada), for the purpose of litigating all such disputes. You and the Company waive any objections to jurisdiction or venue in such courts, including objections based on inconvenient forum. (If arbitration or alternative dispute resolution is preferred by the Company, the following section can be added or replace the above jurisdiction clause):

Any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Service that cannot be resolved informally or through negotiation shall be finally resolved by binding arbitration administered by the Arbitration Act 1991 Ontario. The arbitration will be conducted in Ontario in the English language. The arbitrator’s award shall be final and binding on all parties, and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own costs in the arbitration, and share equally the fees and costs of the arbitrator and administering institution, unless the arbitrator rules otherwise. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information. (The inclusion of an arbitration clause is optional and should reflect the Company’s preference. If arbitration is not desired, the parties will rely on courts as per Section 14.2.)

SECTION 17

Miscellaneous

Entire Agreement

These Terms, together with any additional agreements or policies expressly incorporated by reference (such as our Privacy Policy and any applicable Supplemental Terms for certain features), constitute the entire agreement between you and the Company regarding the Service, and supersede all prior and contemporaneous understandings, agreements, representations, or communications, whether written or oral, regarding the subject matter. No amendment or modification of these Terms will be binding unless in writing and accepted by the Company (for example, by a written amendment signed by an authorized representative of the Company, or by the Company posting an updated version of these Terms).

No Waiver

The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights under these Terms. No waiver of any term of these Terms will be effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. The invalid provision will be deemed modified to the least degree necessary to remedy the invalidity while retaining the original intent of the parties, or if that is not possible, it will be severed from these Terms.

Assignment

You may not assign or transfer these Terms (or any of your rights or obligations hereunder) without the prior written consent of the Company. Any attempted assignment by you in violation of this section is void. The Company may freely assign or transfer these Terms or any of its rights or obligations, in whole or in part, without your consent and without notice to you. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

Relationship of Parties

These Terms do not create any partnership, joint venture, agency, franchise, or employment relationship between you and the Company. You and the Company are independent contractors, and neither party has the authority to bind the other or act on behalf of the other.

SECTION 18

Enterprise Agreements

If you enter into a separate written agreement with us, including but not limited to a master services agreement, enterprise subscription agreement, or statement of work (each, an “Enterprise Agreement”), the terms of that Enterprise Agreement shall control to the extent of any conflict with these Terms. These Terms apply to all users unless superseded by an executed Enterprise Agreement.

No Third-Party Beneficiaries

Except as expressly provided in these Terms, there are no third-party beneficiaries to this agreement. These Terms are for the benefit of the parties (and permitted assigns) only and not for any other person or entity.

Force Majeure

The Company shall not be liable for any delay or failure to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond our reasonable control, including, but not limited to, acts of God, natural disasters, acts of government, war, civil unrest, acts of terror, labor disputes, technical failures (such as internet or power outages), or failures or delays of common carriers or third-party service providers. In such event, we will use reasonable efforts to resume performance as soon as practicable.

Headings and Interpretation

Section headings in these Terms are for convenience only and have no legal or contractual effect. Words like “including” or “such as” shall be construed as illustrative and not limiting. In case of any ambiguity in these Terms, they shall not be construed in favor of or against either party simply by virtue of authorship.

Language

These Terms are written in the English language, and the English version of these Terms will control. Any translations of these Terms are provided for convenience only, and in the event of a conflict between the English version and a translation, the English version will prevail.

SECTION 19

Contact Information

If you have any questions, concerns, or feedback about these Terms or the Service, please contact us at.
We will attempt to respond to any inquiries in a timely manner. Your feedback is important to us, and we encourage you to contact us if you need any clarification regarding these Terms or if you have any other questions about the Service

Get in Touch

Email us directly or use the contact form on our website.

info@affirmaitive.com

By using the Service, you acknowledge that you have read these Terms, understand them, and agree to be bound by them.
Thank you for choosing AFFIRMAITIVE!