Effective Date: December 16, 2024

These Terms of Service, along with any other terms and policies referenced herein, and incorporated by reference, form an integral part hereof, as amended from time to time ("Terms"), constitute a legally binding agreement as of the Effective Date, governing your access, use, registration, and receipt of:

• The YCANARY website located at YCANARY.com and any related website owned or operated by YCANARY Inc. ("Sites");
• YCANARY Services (as defined below) through the Sites, cloud, a mobile application, or through any other means; and/or
• YCANARY Additional Services (as defined below) and any ancillary services or products provided in connection with the Services.

These Terms are between YCANARY Inc. ("YCANARY," "us," "we," or "our") and you, either individually, or on behalf of your employer or any other entity which you represent ("you" or "your").

If you are using the Services on behalf of an organization, you hereby represent that:

• You have full legal authority to bind your employer or such entity (as applicable) to these Terms; and
• After reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity, and these Terms shall bind your employer or such entity (as applicable).

PLEASE NOTE: You are deemed as an authorized representative of your employer or entity (as applicable) if you:

• Use your employer or entity email address in registering for the Services; or
• Act as an Admin User for your employer or entity.

By accessing or using the Services, Additional Services, or Sites, you acknowledge that these Terms are binding, and you affirm and signify your consent to these Terms by either:

• Clicking a button or checking a checkbox for the acceptance of these Terms; or
• Registering for, using, or accessing the Services, Additional Services, or Sites, whichever occurs earlier (the date of such registration or acceptance being the "Effective Date").

IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ENTITY, PLEASE DO NOT ACCEPT THESE TERMS OR ACCESS OR USE THE SERVICES OR THE SITES.

To access and use certain features of our Services, including trials and subscriptions, you must create an account with YCANARY Inc. (“Account”). By registering, you confirm that the information provided is accurate, complete, and current. Failure to maintain accurate information may result in the suspension or termination of your Account.

You are responsible for safeguarding your Account credentials, including your password, and for any actions or activities performed under your Account. You agree to:

• Keep your password confidential and not share it with any third party;
• Notify us immediately of any unauthorized access or suspected breach of security; and
• Be solely responsible for all activities occurring under your Account, whether performed by you or others.

You may not create an Account using:

• The name or identifier of another person or entity without proper authorization;
• A name or trademark subject to rights of another entity or individual; or
• Any name that is offensive, vulgar, or otherwise inappropriate.

To ensure the security of your Account, we may require verification of your identity. This process may include requests for additional information or documentation. In case of lost access or ownership disputes, YCANARY reserves the right to request verification to restore access or resolve such issues at our sole discretion.

Each Account may have multiple users with designated roles, including administrators (“Admins”) and standard users. Admins are responsible for managing the Account, including:

• Adding or removing users;
• Assigning roles and permissions;
• Managing access to data, features, and integrations; and
• Making subscription changes, such as upgrades or downgrades.

Account owners and Admins are responsible for ensuring appropriate usage of the Services by all users under their Account. This includes monitoring user activities, managing permissions, and ensuring compliance with these Terms. Actions taken by any user on your Account are considered authorized actions by you.

Our Services may offer different types of users (e.g., Administrator, Staff Admins, Clients) with varying access levels and privileges. The permissions for each user type are determined by the selected subscription plan and the Account’s settings. It is the Account Admin’s responsibility to assign appropriate roles to users and manage their permissions accordingly.

YCANARY reserves the right to suspend or terminate your Account if there is evidence of misuse, unauthorized activity, or violations of these Terms. Account access may also be restricted or modified at the request of the Admin or upon our detection of suspicious activity.

The Services allow you to create, upload, post, share, and otherwise make available content, including but not limited to, text, files, images, reports, and other materials (collectively, “User Content”). You are solely responsible for the User Content you submit or make available through the Services, including ensuring its legality, reliability, and appropriateness.

You retain ownership of any User Content submitted to the Services. By submitting User Content, you grant YCANARY Inc. and its service providers a worldwide, non-exclusive, royalty-free, transferable license to access, use, copy, modify, adapt, display, distribute, and perform such User Content for the following purposes:

• To operate, provide, and improve the Services.
• To comply with legal obligations or respond to valid legal processes.
• To address fraud, security, or technical issues, or enforce these Terms.

You represent and warrant that:

• You own the User Content or have obtained all necessary rights and permissions to use it and grant the licenses stated herein.
• Your User Content does not violate any intellectual property, privacy, publicity, or other rights of third parties, and complies with applicable laws.
• Your User Content does not include sensitive data, such as personal health information protected by laws like HIPAA or payment card information protected under PCI DSS, unless expressly permitted by YCANARY.

YCANARY reserves the right to review, monitor, and remove any User Content that it deems, in its sole discretion, to violate these Terms, is objectionable, or poses a risk to the Services.

The Services and YCANARY’s platforms may include features that allow you to submit comments, information, or other materials that are visible to other users or the public (collectively, “Public User Submissions”). By submitting Public User Submissions, you grant YCANARY Inc. a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and transferable license to access, use, copy, modify, adapt, display, distribute, publish, and otherwise exploit such submissions for any purpose, including but not limited to, improving the Services, promoting YCANARY’s products, or other lawful business purposes.

You acknowledge that you have all necessary rights to grant this license, and that your Public User Submissions do not violate the rights of any third party or any applicable laws. YCANARY reserves the right to monitor, edit, or remove Public User Submissions that violate these Terms or are otherwise objectionable, in its sole discretion.

YCANARY Inc. is not responsible for User Content posted, shared, or otherwise made available through the Services by other users. By using the Services, you may encounter User Content that is inaccurate, misleading, offensive, or otherwise objectionable. You agree that YCANARY is not liable for any such content.

You acknowledge and agree not to submit any data that is subject to specialized privacy laws (e.g., GDPR special categories, HIPAA data) unless the Services and your subscription plan explicitly support such data, and you have entered into any required agreements with YCANARY.

The Services, Sites, and all related materials—such as software, source code, databases, APIs, designs, text, images, videos, graphics, trademarks, service marks, logos, and other content—are the exclusive property of YCANARY Inc. and its licensors (“YCANARY Materials”). These materials are protected by copyright, trademark, and other intellectual property laws of the United States and international laws and treaties.

Except as explicitly provided in these Terms, no part of the Services or YCANARY Materials may be copied, reproduced, modified, distributed, published, transmitted, displayed, or exploited in any form or by any means without prior written consent from YCANARY.

Subject to compliance with these Terms, YCANARY grants you a non-exclusive, non-transferable, revocable, limited license to access and use the Services solely for your internal business purposes. You may view and download materials available on the Services solely for your personal, non-commercial use, provided you do not alter or remove any proprietary notices.

You agree not to:

• modify, adapt, translate, or create derivative works of the Services or YCANARY Materials;
• reverse engineer, decompile, disassemble, or attempt to derive the source code of any YCANARY Materials;
• sell, license, distribute, or make the YCANARY Materials available to any third party without YCANARY’s prior written consent;
• remove, obscure, or alter any proprietary rights notices affixed to or contained in the Services or YCANARY Materials;
• use the Services or YCANARY Materials to create or enhance a competing product or service.

You may provide feedback, suggestions, or ideas regarding the Services (“Feedback”). You acknowledge that such Feedback is non-confidential and becomes the exclusive property of YCANARY Inc. YCANARY is free to use, disclose, and exploit this Feedback without restriction or compensation to you, and you irrevocably assign all rights to such Feedback to YCANARY.

YCANARY reserves all rights not expressly granted to you in these Terms. No licenses or rights are granted to you by implication, estoppel, or otherwise, except for those expressly set forth in these Terms.

YCANARY Inc. employs reasonable technical, administrative, and organizational measures designed to protect your data against unauthorized access, disclosure, alteration, or destruction. Detailed information about our security practices is available on our Security Page, which we may update periodically to reflect evolving standards and technologies.

Your access to and use of the Services are subject to our Privacy Policy, which outlines how we collect, use, process, and share your data. By using the Services, you acknowledge that you have read and agreed to our Privacy Policy, which is incorporated into these Terms by reference.

The Services are operated and hosted in the United States. By accessing or using the Services from outside the United States, you consent to the transfer, processing, and storage of your data in the United States or any other country where YCANARY or its service providers maintain facilities.

YCANARY may collect and use aggregated, anonymized, or de-identified data derived from your use of the Services (“Anonymous Data”) for purposes such as improving our products and services, conducting analytics, and marketing. This data does not identify you or any individual and is owned by YCANARY.

If you access the Services from regions with data privacy laws that differ from those of the United States, you acknowledge and agree that your continued use of the Services constitutes consent to the transfer and processing of your data under U.S. jurisdiction and in compliance with our Privacy Policy and applicable U.S. laws.

Customers agree to pay all fees associated with their selected subscription plan (“Fees”) as outlined in the applicable order or agreement. Unless otherwise stated, Fees are quoted in US dollars and are exclusive of applicable taxes, which shall be borne by the customer. A valid payment method, such as a credit card or PayPal, is required to process payments. By providing payment information, you authorize us or our payment processor to charge all applicable Fees through your selected method on a recurring basis according to the chosen Billing Cycle (monthly or annually).

Subscriptions automatically renew at the end of each Billing Cycle under the same terms unless canceled prior to the renewal date. For annual plans, cancellation must occur at least 30 days before the renewal date unless stated otherwise. Customers can cancel their subscription by providing written notice.

We reserve the right to adjust Fees for subscription plans or previously free features to reflect new functionalities or cost adjustments. Customers will receive at least 30 days' notice before any fee change takes effect, allowing time to cancel their subscription before the new rates apply. Continued use of the service after a fee change constitutes agreement to the revised charges.

In the event of a payment failure, we may retry payment attempts, suspend access, or terminate the account. Outstanding payments may incur late fees of 1.5% per month or the maximum allowable rate under applicable law, whichever is lower. Customers are responsible for all costs associated with collection efforts, including legal fees, if applicable.

Promotional pricing or discounts apply only to the initial subscription term unless otherwise stated. Upon renewal, the subscription will default to the standard rates unless explicitly specified otherwise.

If a customer is not satisfied with their initial purchase of the Services (“Initial Purchase”), they may terminate their subscription within 30 days of the Initial Purchase (“Refund Period”) by providing written notice. Upon termination during the Refund Period, a prorated refund will be issued for any unused and unexpired pre-paid Fees, in the same currency as the original payment (“Refund”). Refunds apply only to the Initial Purchase and exclude additional purchases, upgrades, modifications, or renewals, even if made during the Refund Period. Refunds do not account for currency exchange rate changes or third-party fees (e.g., wire transfer fees). After the Refund Period, all Fees are non-refundable and non-cancellable.

If we determine that a refund request has been made in bad faith or as an illegitimate attempt to avoid payment for Services received, we reserve the right to reject the request. Upon termination under this section, all outstanding payment obligations for used services must be settled promptly.

Certain Services may be explicitly designated as non-refundable. In such cases, no refund or termination rights apply.

A chargeback, declined payment, or rejection of due Fees (“Chargeback”) constitutes a breach of payment obligations. In the event of a Chargeback, the customer’s access to Services may be suspended, disabled, or terminated at our discretion. To resume access, full payment of outstanding Fees, including any costs or handling fees associated with the Chargeback, must be made.

Additionally, we reserve the right to recover any fees or expenses incurred due to the Chargeback, including processing charges by payment processors, and pursue any other remedies permitted under these Terms or applicable law.

YCANARY Inc. may, at its sole discretion, offer part or all of its Services on a free, no-obligation trial basis or under a free subscription plan for a limited duration with restricted functionality (“Trial Services”). The duration of the Trial Services will be specified within the Services, in an Order Form, or through separate written communication. Unless terminated earlier by YCANARY Inc. or the customer, the Trial Services will expire at the end of the stated trial period.

If billing information is required to sign up for the Trial Services, no charges will be incurred until the trial period concludes. Upon trial expiration, unless canceled by the customer, the applicable subscription fees will be automatically charged. YCANARY Inc. reserves the right to modify, limit, or cancel Trial Services at any time, with or without prior notice, and without liability to the customer.

From time to time, YCANARY Inc. may introduce features or functionality in testing or experimental stages (“Beta Features” or “Pre-Released Services”). Such services will be clearly identified as Beta or Pre-Released. These services are still under development, may not function as intended, may contain bugs, and may be subject to interruptions.

Beta Features and Pre-Released Services are provided solely for evaluation purposes and may not be made generally available. YCANARY Inc. makes no commitment to include these features in future releases and may modify or discontinue them without prior notice or liability.

All Trial Services, Beta Features, and Pre-Released Services are governed by these Terms, subject to the following provisions:

• These services are provided on an “As-Is,” “With All Faults,” and “As Available” basis without any warranties, express or implied.
• YCANARY Inc.’s indemnity obligations (as applicable) will not apply to these services.
• To the extent permitted by law, the total aggregate liability of YCANARY Inc. for Trial Services, Beta Features, or Pre-Released Services will not exceed USD $100.

YCANARY Inc. continuously improves its Services to provide maximum value to its customers. As part of this process, we reserve the right to make changes to feature access, functionality, or subscription components. Where reasonably possible, we will provide at least 30 days' prior notice of any significant changes and offer alternatives to minimize disruption to your business.

These Terms remain in effect from the Effective Date and continue until the conclusion of all subscriptions (paid or unpaid) under the Customer’s account unless terminated earlier in accordance with these Terms.

Either party may terminate these Terms and any associated Services upon written notice if the other party:

• is in material breach of these Terms and, if the breach is curable, fails to remedy it within a reasonable period (not less than 10 days) following written notice from the non-breaching party; or
• ceases its business operations, becomes insolvent, or is subject to bankruptcy or similar proceedings that are not dismissed within 45 days.

The Customer may terminate their subscription by canceling the Services by providing written notice. Termination does not relieve the Customer of their obligation to pay any outstanding fees unless such termination occurs within a refund period as agreed in writing. Unless explicitly agreed otherwise, termination will take effect at the end of the current subscription term, with no refund for pre-paid fees.

YCANARY Inc. reserves the right to suspend Customer accounts, user profiles, or access to the Services in the following circumstances:

• If we believe that the Services are being used in a way that poses a security risk, causes harm, or imposes liability on YCANARY Inc. or any third party.
• If we believe the Services are being used in violation of these Terms or applicable law.
• If payment obligations under these Terms are overdue or likely to become overdue.
• If there is a breach of the Acceptable Use Policy or other applicable agreements.

Suspension does not waive YCANARY Inc.'s right to pursue further remedies under these Terms or applicable law.

Upon termination or expiration of these Terms:

• All Customer subscriptions and rights to access the Services will cease immediately.
• The Customer is solely responsible for exporting any data from their account prior to termination. In the event of termination, YCANARY Inc. may, at its discretion, provide a limited “Read-Only Mode” to enable data export. However, we are under no obligation to maintain this mode and may terminate it at any time without notice.
• Any Customer data not exported or deleted before termination may be permanently deleted by YCANARY Inc., with no liability for such deletion.

Provisions of these Terms that by their nature should survive termination, including but not limited to sections relating to confidentiality, indemnification, limitations of liability, governing law, and fees owed, shall remain in effect even after termination.

“Confidential Information” means any non-public, proprietary, or sensitive information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with these Terms and the Services. This includes, but is not limited to, business strategies, marketing plans, technical data, product designs, customer information, financial information, software, and other materials that are marked or identified as confidential or that should reasonably be understood to be confidential due to the nature of the information or circumstances of disclosure.

Confidential Information does not include information that:

• (a) becomes publicly available without breach of any obligation owed to the Disclosing Party;
• (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
• (c) is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information; or
• (d) is lawfully obtained from a third party without breach of any obligation owed to the Disclosing Party.

The Receiving Party agrees to:

• (a) Protect the Disclosing Party’s Confidential Information with at least the same level of care it uses to protect its own Confidential Information, but no less than a reasonable standard of care.
• (b) Use Confidential Information solely for the purpose of fulfilling its obligations or exercising its rights under these Terms.
• (c) Limit access to the Confidential Information to employees, agents, or service providers who need it for the permitted purpose, provided such persons are bound by confidentiality obligations at least as protective as those set forth in these Terms.

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall, to the extent legally permissible:

• (a) Provide the Disclosing Party with prompt written notice of the requirement to enable the Disclosing Party to seek a protective order or other remedy;
• (b) Cooperate with the Disclosing Party in seeking such remedy; and
• (c) Disclose only the portion of Confidential Information legally required to be disclosed.

If the Receiving Party discloses or uses (or threatens to disclose or use) Confidential Information in violation of these Terms, the Disclosing Party may seek injunctive relief in addition to any other available remedies. Both parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm that cannot be adequately compensated by monetary damages.

The obligations of confidentiality in this section shall survive termination or expiration of these Terms for a period of five (5) years, except for trade secrets, which shall remain protected indefinitely or for as long as they qualify as trade secrets under applicable law.

The Services and the Sites, including all associated content, are provided on an "AS IS," "WITH ALL FAULTS," and "AS AVAILABLE" basis. YCANARY Inc. and its affiliates, licensors, subcontractors, and vendors (including third-party service providers) expressly disclaim all representations, warranties, and conditions of any kind, 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 arising out of course of dealing, usage, or trade.

YCANARY Inc. does not warrant that:

• The Services or Sites will operate uninterrupted, secure, error-free, or available at any specific time or location;
• Defects or errors will be corrected;
• The Services, Sites, or any associated servers or systems are free from viruses, malware, or other harmful components; or
• The results obtained from the use of the Services will meet your specific requirements, expectations, or purposes.

YCANARY Inc. does not guarantee the security, accuracy, or reliability of any data processed through the Services. Additionally, the company disclaims liability for any delays, failures, or losses caused by third-party services, providers, or events outside its reasonable control.

YCANARY Inc. makes no representation or warranty that:

• The Services or Sites will be compatible with your devices, operating systems, browsers, software, or tools, or that they will remain so;
• The Services or Sites are suitable for any specific activity, legal compliance, or operational context applicable to you;
• Any content, reports, or insights obtained through the Services will be accurate, complete, or error-free.

Some jurisdictions do not allow the exclusion of certain warranties or limitations on implied warranties, so the disclaimers and limitations set forth in this section may not apply to you. In such cases, the warranties are limited to the maximum extent permitted by applicable law.

To the fullest extent permitted by applicable law, YCANARY Inc., its affiliates, licensors, subcontractors, agents, and vendors (including third-party service providers) shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, goodwill, anticipated savings, or data, whether incurred directly or indirectly, arising from:

• (a) Your access to or use of the Services or inability to access or use them;
• (b) Any unauthorized access to, or alteration, theft, corruption, loss, or destruction of your data, content, or transmissions;
• (c) Any third-party conduct, content, or information obtained through the Services;
• (d) Errors, defects, interruptions, or any other performance issues; and
• (e) Any other matter relating to the Services, even if YCANARY Inc. has been advised of the possibility of such damages.

Except for any indemnity obligations as outlined in Section - Indemnification or your payment obligations under these Terms, in no event shall YCANARY Inc.’s total aggregate liability under or in connection with these Terms, the Services, or your use of the Sites, exceed the total fees paid by you to YCANARY Inc., if any, in the twelve (12) months immediately preceding the event giving rise to such liability. This limitation of liability is cumulative and applies to all claims, damages, and causes of action, regardless of the theory of liability.

Certain jurisdictions do not allow the exclusion of certain types of damages or limitations on liability. In such cases, the liability of YCANARY Inc. and its affiliates, subcontractors, agents, and vendors shall be limited to the maximum extent permitted by applicable law.

YCANARY Inc. makes no representations or warranties that the use of the Services is lawful, appropriate, or permitted in any specific jurisdiction. You are solely responsible for ensuring that your use of the Services complies with all applicable local, state, federal, and international laws, regulations, and ordinances, including those related to data protection, privacy, and export controls. Any use of the Services in violation of applicable laws is strictly prohibited.

You acknowledge and agree that the warranty disclaimers and liability limitations set forth in these Terms have been negotiated as an essential part of the agreement between you and YCANARY Inc. These terms represent a fair and reasonable allocation of risks and responsibilities. Both parties have relied on these provisions in agreeing to enter into this relationship, and they are integral to the pricing and availability of the Services.

The Customer agrees to indemnify, defend, and hold harmless YCANARY Inc., its affiliates, officers, directors, employees, and agents (the "YCANARY Indemnified Parties") from and against any and all claims, damages, losses, liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or in connection with:

• Customer’s or its Users’ breach of these Terms or violation of applicable laws, including but not limited to data protection, privacy, and intellectual property laws;
• claims asserting that Customer Data infringes or misappropriates a third party’s intellectual property, privacy, or publicity rights; or
• Customer’s use of the Services in a manner not authorized under these Terms.

YCANARY Inc. agrees to defend, indemnify, and hold harmless the Customer, its affiliates, officers, directors, and employees (the "Customer Indemnified Parties") from and against any third-party claims alleging that the Customer’s authorized use of the Services infringes or misappropriates any valid U.S. copyright, trademark, or registered patent (an "IP Claim"). YCANARY Inc. will indemnify the Customer Indemnified Parties against Losses finally awarded in such IP Claim by a court of competent jurisdiction or agreed to in a settlement approved by YCANARY Inc.

YCANARY Inc.’s obligations under this section shall not apply if:

• the Services are modified by the Customer or any third party, but only to the extent the IP Claim would have been avoided without such modification;
• the Services are combined with other products, services, or technologies not provided by YCANARY Inc., but only to the extent the IP Claim would have been avoided without such combination; or
• the claim arises from Customer Data or any other materials provided by the Customer.

If YCANARY Inc. believes that the Services, or any part thereof, may infringe third-party intellectual property rights, it may, at its sole discretion:

• procure the right for the Customer to continue using the Services;
• replace or modify the infringing component to make it non-infringing while maintaining equivalent functionality; or
• terminate the Customer’s use of the infringing component and provide a prorated refund of any prepaid Fees for the unused portion of the Subscription Term.

The indemnifying party’s obligations under this section are subject to the following conditions:

• The indemnified party must promptly provide written notice of the claim, provided that failure to do so shall not relieve the indemnifying party of its obligations except to the extent that the defense is materially prejudiced by such delay;
• The indemnifying party shall have sole and exclusive control over the defense and settlement of the claim, provided that it shall not settle any claim in a manner that imposes liability, admission of fault, or other material obligations on the indemnified party without its prior written consent, which shall not be unreasonably withheld; and
• The indemnified party must provide reasonable assistance and cooperation at the indemnifying party’s expense and refrain from any actions that may prejudice the defense or settlement of the claim.

Each party represents and warrants that it is not currently named on any U.S. government list of prohibited or restricted parties, including but not limited to the U.S. Department of Commerce’s Entity List, the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List, or any other relevant government list that may restrict access to goods, services, or technologies. Each party further represents that it is not owned or controlled by, nor acting on behalf of, any such restricted or prohibited parties.

The Customer agrees to comply with all applicable U.S. and international export control laws and regulations, including the U.S. Export Administration Regulations (EAR) and the U.S. International Traffic in Arms Regulations (ITAR), as well as all applicable economic sanctions and embargoes administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and other regulatory bodies. Customer agrees that it will not directly or indirectly export, re-export, distribute, or otherwise transfer any part of the Service, or any underlying technology, to any country, entity, or individual subject to sanctions or embargoes imposed by the United States or any applicable jurisdiction, or in violation of any export control laws.

Customer agrees not to access, use, or export the Service in any manner that would violate any applicable U.S. or international trade, export control, or economic sanctions laws. This includes, but is not limited to, the provision of access to the Service to individuals or entities located in or operating from countries or regions subject to U.S. or international sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and Crimea.

YCANARY Inc. reserves the right to monitor compliance with these obligations and may suspend or terminate the Customer’s access to the Service if YCANARY Inc. reasonably believes the Customer is in violation of any of the provisions set forth in this section. Customer agrees to immediately notify YCANARY Inc. in writing if it becomes aware of any potential violations of any export control or sanctions laws related to its use of the Service.

The Customer agrees to indemnify, defend, and hold harmless YCANARY Inc. and its affiliates, officers, directors, and employees from and against any claims, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to the Customer’s violation of this section, including any violation of export control laws, sanctions, or embargo regulations.

YCANARY Inc. reserves the right to modify, update, or change these Terms at any time, in our sole discretion. This may include, but is not limited to, updates due to legal, regulatory, technical, or operational reasons, the introduction of new features, or to correct any errors or omissions in the Terms.

In the event of material changes to these Terms, YCANARY Inc. will make reasonable efforts to notify the Customer. Notifications may be provided via email, within the Service, or by other means we deem appropriate, based on the nature and extent of the changes. For clarity, a material change is one that significantly alters your rights or obligations under these Terms, as determined by YCANARY Inc. at its sole discretion.

The revised Terms will take effect as specified in the notification, which may be immediately or after a notice period. If a material change occurs, we will aim to provide at least 30 days' notice before the new terms become effective. The effective date of the current version of the Terms is reflected at the beginning of the document.

By continuing to access or use the Service after the changes take effect, you agree to be bound by the updated Terms. If you do not agree to the revised Terms, you must cease using the Service and the platform immediately. Failure to discontinue use after such changes will be deemed as your acceptance of the new Terms.

Except as provided below, if a dispute arises between you and YCANARY Inc. (the “Parties”) that cannot be resolved through informal negotiations, the dispute will be resolved through binding arbitration. You understand that without this provision, you would have the right to sue in court and have a jury trial. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and, if applicable, the AAA's Supplementary Procedures for Consumer-Related Disputes. Arbitration will be conducted in Delaware, and the arbitration fees and arbitrator compensation will be governed by the AAA Consumer Rules, where applicable.

The arbitration may take place in person, by phone, or online, as determined by the arbitrator. The arbitrator will make a decision in writing, which will include the reasons for the decision if requested by either party. The arbitrator shall follow applicable law, and any award may be challenged in court if the arbitrator fails to do so.

Notwithstanding the above, the following disputes are not subject to binding arbitration:

• Disputes seeking to enforce or protect, or concerning the validity of, any intellectual property rights of a party;
• Disputes related to allegations of theft, piracy, invasion of privacy, or unauthorized use;
• Claims for injunctive relief.

If a dispute proceeds in court rather than arbitration, the dispute shall be resolved in the state or federal courts located in Delaware. You consent to the personal jurisdiction of those courts and waive any defenses of lack of personal jurisdiction or improper venue.

Any arbitration under this section shall be limited to the dispute between the parties individually. To the fullest extent permitted by law, no arbitration shall be joined with any other proceeding, and there is no right for any dispute to be arbitrated on a class-action basis or to utilize class action procedures.

No dispute may be brought by either party more than one (1) year after the cause of action arises. If this provision is found to be illegal or unenforceable, the affected dispute shall be resolved in a court of competent jurisdiction as provided above.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to any principles of conflicts of law. This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, if otherwise applicable.

The Service may contain links to third-party websites or services that are not owned or controlled by YCANARY Inc. YCANARY Inc. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that YCANARY Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any third-party websites or services.

We strongly recommend that you read the terms and conditions and privacy policies of any third-party websites or services that you visit.

YCANARY Inc. provides services that incorporate artificial intelligence (“AI”) features, tools, and functionalities to enhance user experience, optimize workflows, and support decision-making processes. By accessing or using these AI services, you agree to comply with this Section 20, which is incorporated into and forms part of YCANARY Inc.'s Terms and Conditions.

AI services provided by YCANARY may include text generation, analytics, content suggestions, and other automated functionalities (“AI Features”). You may input data or prompts (“Input”) and receive AI-generated outputs such as text, recommendations, or other content (“Output”). While YCANARY strives to ensure the quality and usefulness of these Outputs, you acknowledge that:

• AI-generated Outputs may not always be accurate, reliable, or free from errors.
• Outputs are not unique and may resemble responses provided to other users.
• You are solely responsible for verifying the accuracy and appropriateness of any Outputs before use.

Your use of YCANARY's AI Features must comply with all applicable laws and regulations and must not:

• Violate intellectual property rights, privacy rights, or other third-party rights;
• Generate, distribute, or utilize harmful, unlawful, or misleading content; or
• Breach YCANARY Inc.’s Acceptable Use Policy.

YCANARY reserves the right to suspend or terminate access to AI Features for any misuse or breach of these terms.

20.4.1 Data Collection

YCANARY may collect and process data related to your use of AI Features, including Inputs and Outputs, solely for the purposes of improving and delivering AI functionalities.

20.4.2 Data Privacy

YCANARY Inc. affirms that Inputs and Outputs provided by users under paid subscription plans will not be used to train its machine learning models. However, for users on free-tier accounts, such information may be utilized to enhance and refine YCANARY’s AI functionalities, in accordance with applicable data protection laws. YCANARY Inc. does not make any representations or warranties regarding how third-party services integrated with or accessible through its platform may use data provided by users. Furthermore, YCANARY Inc. disclaims any liability arising from the data practices or policies of such third-party services.

20.4.3 Monitoring

To prevent misuse and ensure the integrity of AI Features, YCANARY may monitor interactions with its AI Features in compliance with applicable privacy laws.

YCANARY’s platform may integrate or provide access to third-party AI tools or services (“Third-Party AI Services”). Use of such services is subject to the terms and conditions of the respective third-party providers. YCANARY is not responsible for the performance, availability, or accuracy of any Third-Party AI Services.

AI Features are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, YCANARY disclaims all warranties, express or implied, regarding its AI Features, including but not limited to any warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and reliability. Use of AI Features is at your own risk.

To the fullest extent permitted by applicable law, YCANARY shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of data, revenue, or profits, arising from the use of AI Features. In no event shall YCANARY’s total liability for all claims related to AI Features exceed the amount you paid for access to such features, or $100, whichever is greater.

YCANARY reserves the right to modify, suspend, or terminate AI Features at any time without prior notice. Continued use of AI Features after modifications indicates your acceptance of the updated terms.

Any feedback you provide related to YCANARY’s AI Features may be used to improve its services, without obligation or compensation to you.

If any provision of these Terms is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect, unaffected and enforceable to the maximum extent permitted by law. These Terms represent the entire agreement between YCANARY Inc. and you concerning the Services, and supersede any prior agreements, communications, or understandings, whether written or oral, relating to the subject matter herein.

You may not assign or transfer any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of YCANARY Inc., and any attempt to do so without such consent shall be null and void. YCANARY Inc. may assign or transfer its rights and obligations under these Terms without restriction, including, but not limited to, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns.

If you have any questions about these Terms, please contact us.