Master Terms of Service

Evalyze Inc. ("Evalyze," "we," "us," or "our")

Applies to: Evalyze.ai and all related sites, apps, dashboards, APIs, extensions, and services (collectively, the "Service")

Effective date: September 2025

Last updated: September 2025

Address: 3230 Yonge Street, Toronto, ON M4N 3P6, Canada

Contact: support[@]evalyze.ai

Important Disclaimers. Evalyze is not a registered broker‑dealer, funding portal, investment adviser, law firm, or accounting firm. The Service provides informational outputs only (e.g., scores, rankings, matches, templates). We do not guarantee introductions, meetings, term sheets, or funding; we do not provide investment, legal, tax, or other professional advice. You are solely responsible for your decisions and compliance with law.

Table of Contents

  1. Acceptance of Terms

  2. The Service & Outputs (No Professional Advice)

  3. Accounts & Eligibility

  4. Subscriptions, Pricing, Trials & Money‑Back Guarantee

  5. Payments, Invoices, Taxes & Chargebacks

  6. Acceptable Use & Prohibited Conduct

  7. Public‑Data & Trademark Policy

  8. Intellectual Property; Feedback; Usage Restrictions

  9. User Content; Data Processing; AI/LLMs

  10. Third‑Party Services, Links & Integrations

  11. Availability, Support, Beta, Trials & Changes to the Service

  12. Confidentiality

  13. Security

  14. Disclaimers

  15. Limitation of Liability

  16. Indemnification

  17. Term, Suspension & Termination; Data Export & Deletion

  18. Governing Law; Arbitration; Class‑Action Waiver; Time Limit

  19. Force Majeure

  20. Export Controls, Sanctions & Anti‑Corruption

  21. Government Use; U.S. Restricted Rights

  22. Audit, Records & Compliance Cooperation

  23. Assignment

  24. Entire Agreement; Precedence; Severability; No Waiver; Interpretation

  25. Changes to Terms

  26. Notices; Electronic Communications

  27. Publicity; Attribution; Open‑Source Notices

  28. API Terms; Rate Limits; Fair Use

  29. DMCA/Copyright Policy

  30. Survival

1) Acceptance of Terms

By creating an account, connecting via API, or using any part of the Service, you agree to these Master Terms of Service (the "Terms"), our Privacy Policy, and any feature‑specific terms we present. If you use the Service on behalf of an organization, you represent you have authority to bind that organization. If you do not agree, do not use the Service.

Order of Precedence. If these Terms conflict with a separate signed agreement or Data Processing Addendum ("DPA"), the signed agreement or DPA controls. If these Terms conflict with the Privacy Policy, these Terms control on liability, remedies, dispute resolution, IP, and order‑of‑precedence.

Construction. Headings are for convenience; "including" means "including without limitation"; ambiguities are construed neutrally and not against a drafter.

2) The Service & Outputs (No Professional Advice)

2.1 Informational Outputs. Scores, rankings, investor matches, diligence summaries, outreach templates, and similar outputs are generated by software, AI/LLMs, and heuristics and are provided as‑is for informational purposes to assist professional judgment.

2.2 No Brokerage/Advisory. We are not arranging securities transactions, giving investment recommendations, or acting as a fiduciary. You must perform your own diligence and obtain your own professional advice.

2.3 Public‑Source Focus & No FCRA Use. Certain features leverage publicly available information and licensed datasets. We are not a consumer reporting agency; outputs must not be used for FCRA‑regulated decisions (e.g., employment, credit, housing, insurance).

2.4 High‑Risk Uses Prohibited. Do not use the Service for life‑critical systems, medical diagnosis, emergency services, or other high‑risk contexts.

2.5 No Guarantee of Results. We do not guarantee accuracy, timeliness, or suitability of any output, nor any business outcome (e.g., meetings, funding, acceptance into programs).

3) Accounts & Eligibility

3.1 Eligibility. You must be at least 16 and have legal capacity to contract.

3.2 Registration & Accuracy. Provide accurate information and keep it updated.

3.3 Credentials. Keep credentials confidential. You are responsible for activities under your account. Notify us immediately of unauthorized use.

3.4 Admin‑Provisioned Accounts. If your account is created under an organization’s license, its administrators may control access and are responsible for policy compliance.

3.5 One Account Per User. Unless we approve otherwise, individual users may maintain only one account.

3.6 Suspension/Verification. We may require verification and may suspend or limit access for suspected abuse, risk, or non‑payment.

4) Subscriptions, Pricing, Trials & 7‑Day Money‑Back Guarantee

4.1 Plans & Currency. Current plans and USD pricing are shown at checkout or in your order form. Taxes and third‑party fees may apply.

4.2 Trials. Trials may be limited and can be modified or ended at any time.

4.3 Auto‑Renewal. Subscriptions renew monthly or annually until cancelled. To avoid renewal, cancel at least 24 hours before term end in your account settings.

4.4 7‑Day Money‑Back Guarantee. For self‑serve, first‑time purchases made directly on Evalyze.ai, you may cancel within 7 calendar days of the initial charge and request a refund by emailing support[@]evalyze.ai from your account email. Exclusions: renewals, upgrades/downgrades, add‑on credits, overage fees, enterprise contracts/SOWs, marketplace purchases, taxes/FX/third‑party charges. We may decline repeat or abusive requests and may require you to cease use and delete outputs/exports as a condition of refund.

4.5 Refunds Beyond Guarantee. Except as above, monthly fees are non‑refundable. Annual fees may be refunded pro‑rata within 14 days of first activation at our discretion; service credits may be issued instead.

4.6 Price Changes. We may change pricing prospectively with notice; changes do not affect prepaid terms.

4.7 Credits & Expiration. Promotional or purchased credits (if offered) may have usage limits and expire on the earlier of the stated date or account termination and are non‑refundable.

5) Payments, Invoices, Taxes & Chargebacks

5.1 Billing Authorization. You authorize recurring charges to your payment method for subscription terms and any overages.

5.2 Invoices. If invoiced, payment is due within the stated terms; late amounts may incur finance charges or suspension.

5.3 Taxes. Fees are exclusive of taxes; you are responsible for applicable taxes, duties, and bank/FX fees.

5.4 Chargebacks. Filing an unwarranted chargeback may result in suspension and recovery of amounts due, including reasonable costs.

5.5 Collections. We may use collections services for delinquent accounts; you agree to pay reasonable collection costs and legal fees to enforce unpaid amounts.

6) Acceptable Use & Prohibited Conduct

You will not:
(a) share credentials outside your organization or circumvent access controls;
(b) probe, scan, or test the vulnerability of the Service without written consent;
(c) upload malware or infringing, unlawful, regulated, or confidential data without rights;
(d) use outputs to send unlawful spam or violate CASL/CAN‑SPAM/GDPR e‑privacy rules;
(e) scrape, copy, or bulk‑export data except via permitted APIs within stated limits;
(f) resell, sublicense, or provide the Service to third parties as a competing product;
(g) use the Service for FCRA‑regulated decisions or other high‑risk activities;
(h) use the Service to train or improve a competing model or dataset without our written consent;
(i) attempt to bypass rate limits, storage limits, or fair‑use thresholds;
(j) misrepresent your identity or affiliation;
(k) engage in conduct that is harassing, abusive, or unlawful.

Violation may result in immediate suspension or termination and legal action.

7) Public‑Data & Trademark Policy

7.1 Sources. We ingest publicly available information and licensed data. We do not knowingly bypass paywalls or technical measures without permission.

7.2 Marks. Third‑party names and logos ("Marks") are used nominatively to reference the source. Ownership remains with their respective owners; no endorsement is implied.

7.3 Accuracy. Public data can be incomplete or outdated; the Service and content are provided “as is.”

7.4 Takedown & Opt‑Out. Rights‑holders or individuals may email support[@]evalyze.ai. Where appropriate, we will remove, modify, or suppress within 7 days after verification.

7.5 Redistribution. You may not resell or widely redistribute raw public data from the Service without the original owner’s consent.

7.6 No Duty to Monitor. We strive for accuracy but are not obligated to monitor every source for changes.

8) Intellectual Property; Feedback; Usage Restrictions

8.1 Our IP. We (and licensors) own all right, title, and interest in the Service, including software, models, architecture, designs, documentation, and derivative works. No rights are granted except as expressly stated.

8.2 License to You. Subject to these Terms, we grant you a limited, revocable, non‑exclusive, non‑transferable license to access and use the Service during your paid/subscribed term.

8.3 Derivative Insights. Metrics, scores, rankings, matches, and analytics generated by the Service are Evalyze IP; we grant you a personal license to use outputs for your internal business purposes during your subscription.

8.4 Feedback. You grant Evalyze a perpetual, irrevocable, worldwide, royalty‑free license to use suggestions or feedback without restriction.

8.5 Restrictions. You may not reverse engineer, decompile, or create derivative works of the Service; remove proprietary notices; or benchmark for competitive purposes without consent.

8.6 Attribution. You agree not to remove or obscure any proprietary or attribution notices displayed in the Service or outputs.

9) User Content; Data Processing; AI/LLMs

9.1 Your Content. You retain ownership of content you upload (e.g., decks, data rooms, notes). You grant us a worldwide, non‑exclusive license to host, process, transmit, display, and create de‑identified/aggregated derivatives to operate and improve the Service.

9.2 Warranties. You represent you have all rights and lawful bases to provide the content and to authorize our processing, and that you will not upload special categories of data (e.g., health/biometric, precise geolocation, children’s data) or regulated payment data (PCI) except through compliant processors.

9.3 Privacy & DPA. Personal data processing is described in our Privacy Policy. For enterprise customers, a DPA may apply and will control where executed.

9.4 AI/LLMs. We may use multiple AI providers and automation tools as processors under contract to perform analysis, summarization, classification, enrichment, and similar functions. We do not permit third‑party foundation‑model providers to train their models on your personal information except as permitted by law and contract. You may opt out of our internal model‑improvement use as described in the Privacy Policy.

9.5 Human Review. Significant automated outcomes may be reviewed by a human upon request; outputs remain advisory.

10) Third‑Party Services, Links & Integrations

10.1 Integrations. The Service may integrate with third‑party tools (e.g., email, calendar, storage). Your use of those tools is governed by their terms and privacy policies.

10.2 No Liability for Third Parties. We are not responsible for third‑party services, outages, data loss, or acts/omissions of third‑party providers.

10.3 Platform Terms. You must comply with any applicable platform rules (e.g., email sender requirements) when using integrations.

11) Availability, Support, Beta, Trials & Changes to the Service

11.1 Availability. We strive for high availability but do not guarantee uninterrupted Service. Scheduled or emergency maintenance may occur.

11.2 Support. Standard support is provided during business hours via email; no SLA is provided unless expressly agreed in writing.

11.3 Beta/Trials. Beta, preview, or experimental features are provided as‑is, may be rate‑limited or withdrawn at any time, and may be subject to additional terms.

11.4 Changes to the Service. We may modify, discontinue, or deprecate features to maintain security, ensure compliance, or improve performance; material changes will be announced where appropriate.

12) Confidentiality

12.1 Definition. "Confidential Information" means non‑public information disclosed by a party, including technical, business, financial, or user data marked confidential or that should reasonably be understood as confidential.

12.2 Obligations. The receiving party will use the same care it uses to protect its own confidential information (not less than reasonable care), use it only for these Terms, and not disclose it except to employees/contractors under obligations of confidentiality.

12.3 Exclusions. Confidential Information does not include information that is publicly available, independently developed, or rightfully received without confidentiality obligations.

12.4 Compelled Disclosure. A party may disclose if required by law, with notice where legally permitted.

12.5 Return/Deletion. Upon request or termination, each party will return or destroy the other’s confidential Information, except for archival copies retained under legal holds or standard backups.

13) Security

We implement administrative, technical, and organizational safeguards appropriate to the risk (e.g., encryption in transit/at rest, role‑based access, monitoring, vendor diligence). No online service is 100% secure; you are responsible for safeguarding credentials and configurations.

14) Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, DATASETS, OUTPUTS, AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON‑INFRINGEMENT. WE DO NOT WARRANT THAT OUTPUTS WILL MEET YOUR EXPECTATIONS, BE ERROR‑FREE, OR LEAD TO ANY SPECIFIC OUTCOME.

15) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVALYZE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. IN ALL CASES, OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) US $100 OR (B) THE AMOUNTS YOU PAID TO EVALYZE FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN.

Some jurisdictions do not allow certain limitations; in those cases, the limitations apply to the maximum extent allowed by law.

16) Indemnification

You will defend, indemnify, and hold harmless Evalyze and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your content or use of the Service; (b) your violation of these Terms or law; (c) your infringement or misappropriation of third‑party rights; or (d) your outreach, processing, or other actions using outputs. We may choose our own counsel and control the defense where we are named.

17) Term, Suspension & Termination; Data Export & Deletion

17.1 Term. These Terms start when you create an account and continue until terminated.

17.2 Suspension. We may suspend or limit access immediately for suspected violations, security risks, or non‑payment.

17.3 Termination for Convenience. Either party may terminate with 30 days’ notice.

17.4 Termination for Cause. We may terminate immediately for material breach.

17.5 Effect of Termination. Access ends upon termination. We will make your user‑level content available for export for 30 days (unless legally prohibited), after which we may delete or anonymize it, subject to suppression/audit log retention and legal holds.

17.6 Deletion Timelines. Standard backups may persist for a limited period; deletion from backups occurs in the ordinary course.

17.7 Survival. Sections 2, 5, 6, 7, 8–16, 17.5–17.7, 18–30 survive termination.

18) Governing Law; Arbitration; Class‑Action Waiver; Time Limit

18.1 Governing Law. These Terms are governed by the laws of Ontario, Canada, and federal laws of Canada applicable therein.

18.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration in Toronto, Ontario, under the Arbitration Act, 1991 (Ontario). The language is English. The arbitrator may award equitable relief consistent with these Terms.

18.3 Class‑Action Waiver. Disputes must be brought on an individual basis; class, consolidated, or representative actions are waived.

18.4 Injunctive Relief. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect IP, confidential information, or Service security.

18.5 Small Claims. Either party may bring a qualifying claim in Ontario small‑claims court.

18.6 Time Limit. Any claim must be filed within one (1) year after the cause of action accrues, or be permanently barred, to the maximum extent permitted by law.

18.7 Pre‑Dispute Notice & Cure. Before starting arbitration, the complaining party must email support[@]evalyze.ai a Notice of Dispute and allow 30 days for good‑faith resolution.

19) Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (including natural disasters, war, terrorism, civil unrest, governmental action, labour disputes, failures of networks or utilities, or third‑party platform outages). The affected party will provide notice when practicable.

20) Export Controls, Sanctions & Anti‑Corruption

You represent that you are not located in, under the control of, or a national/resident of any country or entity subject to sanctions or export restrictions. You will comply with all applicable export control and sanctions laws (including Canadian, U.S., UK, and EU regimes) and with anti‑bribery/anti‑corruption laws (including the CFPOA and FCPA) and will not use the Service in violation of those laws.

21) Government Use; U.S. Restricted Rights

If you are a U.S. Government end user, the Service is provided as “Commercial Computer Software” and “Commercial Computer Software Documentation.” Use, duplication, or disclosure by the U.S. Government is subject to the restrictions in FAR 12.212 and DFARS 227.7202, as applicable.

22) Audit, Records & Compliance Cooperation

We may reasonably request information to verify your compliance with these Terms (e.g., seats, usage limits, prohibited uses). You agree to cooperate and to maintain accurate records relevant to your use for 12 months after termination. Any audit will be conducted on reasonable notice and during normal business hours.

23) Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a corporate transaction (e.g., merger, acquisition, asset sale) with notice where required by law.

24) Entire Agreement; Precedence; Severability; No Waiver; Interpretation

24.1 Entire Agreement. These Terms, the Privacy Policy, and any order forms or DPAs constitute the entire agreement and supersede prior understandings.

24.2 Precedence. Signed agreements and DPAs control over these Terms; these Terms control over the Privacy Policy on liability/dispute provisions.

24.3 Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary; the remainder remains effective.

24.4 No Waiver. Failure to enforce a provision is not a waiver of the right to do so later.

24.5 Interpretation. Headings are for convenience; ambiguities construed neutrally; the English version controls.

25) Changes to Terms

We may update these Terms from time to time. Material changes will be posted in‑product or emailed at least 30 days before taking effect. Continued use after the effective date constitutes acceptance. If you disagree, cancel before the change takes effect.

26) Notices; Electronic Communications

Notices to Evalyze: support[@]evalyze.aii and by mail to Evalyze Inc., 3230 Yonge Street, Toronto, ON M4N 3P6, Canada.

Notices to You: to the email associated with your account or via in‑product notifications.
You consent to receive electronic communications; such communications satisfy legal requirements that they be in writing.

27) Publicity; Attribution; Open‑Source Notices

27.1 Publicity. Unless you notify us in writing, we may list your name and logo as a customer in marketing materials, subject to your brand guidelines.

27.2 Attribution. We may display "Powered by Evalyze" or similar attribution in the Service and outputs.

27.3 Open‑Source. The Service may include open‑source components subject to their licenses; nothing in these Terms limits your rights under those licenses.

28) API Terms; Rate Limits; Fair Use

28.1 API Access. Access to APIs is subject to separate credentials, documentation, and quotas.

28.2 Rate Limits. You must respect rate limits; repeated violations may result in throttling or suspension.

28.3 Fair Use. We may enforce fair‑use thresholds to protect platform stability.

28.4 No Competitive Use. You may not use APIs to create a directly competing dataset or service.

29) DMCA/Copyright Policy

If you believe material on the Service infringes your copyright, send a notice to support[@]evalyze.ai with: (i) your contact info; (ii) identification of the copyrighted work; (iii) identification/URL of the allegedly infringing material; (iv) a statement of good‑faith belief; (v) a statement under penalty of perjury that the information is accurate and that you are authorized to act; and (vi) your physical or electronic signature. We may remove or disable access and, where appropriate, terminate repeat infringers.

30) Survival

The following survive termination: Sections 2, 5, 6, 7, 8–16, 17.5–17.7, 18–30, and any provisions that by their nature should survive.

Summary (Non‑Contractual)

  • USD pricing, auto‑renewal, and a 7‑Day Money‑Back Guarantee for first‑time self‑serve purchases.

  • Extensive acceptable‑use and public‑data provisions; nominative fair use of Marks; 7‑day takedown/opt‑out.

  • Strong IP, confidentiality, and security terms; as‑is disclaimers; liability cap (greater of US$100 or 12‑month fees).

  • Arbitration in Toronto, class‑action waiver, 1‑year time limit, pre‑dispute notice requirement, export/sanctions/anti‑corruption compliance, and DMCA procedure.