Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Prospera AI Inc. ("Prospera," "we," "us," or "our") governing your access to and use of Sophie, our AI-powered wealth management platform (the "Service"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

For Enterprise Customers: If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. In such case, "you" and "your" refer to such entity.

Description of Service

2.1 Sophie Platform

Sophie is an AI-powered platform designed to assist wealth management advisors in serving their clients. Key capabilities include:

• Conversational AI interface for natural language interactions with client data
• Document processing and financial data extraction from PDFs and other file formats
• Behavioral analysis and client profiling to enhance advisor-client relationships
• Automated report generation and financial insights
• Secure storage and retrieval of client information with multi-tenant isolation
• Integration capabilities with third-party tools and services (where applicable)

2.2 Service Availability

Target Availability: Prospera targets 99.9% uptime for the Service, measured monthly. "Uptime" excludes scheduled maintenance windows (announced at least 48 hours in advance), force majeure events, and issues caused by factors outside our reasonable control.

Scheduled Maintenance: We may perform scheduled maintenance during low-traffic periods (typically weekends or late evenings in North American time zones). We will provide advance notice for any maintenance expected to impact Service availability.

2.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time. We will provide reasonable advance notice (typically 30 days) for material changes that negatively impact functionality. No notice is required for improvements, bug fixes, or security updates.

Account Registration and Access

3.1 Account Creation

To use Sophie, you must create an account by providing accurate and complete information. You agree to:

• Provide truthful, current, and complete registration information
• Maintain and promptly update your account information to keep it accurate and current
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized access or security breach

3.2 User Roles and Permissions

Sophie supports multiple user roles with different permissions. You are responsible for assigning appropriate roles to users within your organization. Prospera is not liable for unauthorized access resulting from overly permissive role assignments.

3.3 Account Termination

You may terminate your account at any time by contacting support@myprospera.ai. Upon termination:

• Your access to the Service will be disabled immediately
• Your data will be deleted within 30 days (or immediately upon written request)
• You will be billed for any usage through the end of your billing period
• Backup data will age out per our retention policies (see Privacy Policy)

We may suspend or terminate your account if you violate these Terms, engage in fraudulent activity, or pose a security risk to other users.

Acceptable Use and Restrictions

4.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms. Specifically, you may:

• Use Sophie to manage client relationships and provide wealth management advisory services
• Upload and process client documents and financial data as necessary for advisory services
• Generate reports, analyses, and insights for your clients
• Integrate Sophie with your existing workflows and tools (where technically supported)

4.2 Prohibited Activities

You may NOT use the Service to:

• Violate any applicable law, regulation, or third-party right
• Upload or transmit malware, viruses, or any malicious code
• Attempt to gain unauthorized access to any part of the Service or other users' accounts
• Reverse engineer, decompile, or disassemble any portion of the Service
• Use the Service to provide services to third parties without our prior written consent
• Scrape, crawl, or spider the Service using automated tools
• Circumvent or disable any security features or usage limits
• Engage in any activity that interferes with or disrupts the Service
• Upload data that you do not have the legal right to process
• Use the Service in any manner that could damage Prospera's reputation or brand

4.3 Content Responsibility

You are solely responsible for all data, content, and information you upload to Sophie ("Customer Content"). You represent and warrant that you own or have all necessary rights to Customer Content, it does not violate any applicable laws, you have obtained all necessary consents, and it does not contain any illegal, harmful, or infringing material.

Intellectual Property Rights

5.1 Prospera's Intellectual Property

The Service and all related technology, software, algorithms, trademarks, and content (excluding Customer Content) are and remain the exclusive property of Prospera AI Inc. These Terms do not grant you any ownership rights in the Service.

License Grant: Subject to your compliance with these Terms, Prospera grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the term of your subscription.

5.2 Customer Content Ownership

You retain all ownership rights in your Customer Content. By uploading Customer Content to Sophie, you grant Prospera a limited license to store, process, and transmit it as necessary to provide the Service; use it to generate AI-powered insights for you; and create de-identified, aggregated analytics to improve the Service.

Important: We do NOT use Customer Content to train third-party AI models or to provide services to other customers.

5.3 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant Prospera a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to you.

Fees, Payment, and Subscription

6.1 Subscription Plans

Sophie is offered on a subscription basis. Pricing and plan details are available at myprospera.ai/pricing or as specified in your enterprise agreement.

6.2 Payment Terms

• Invoices are issued monthly or annually depending on your subscription plan
• Payment is due within 15 days of invoice date (net-15 terms)
• Accepted payment methods: credit card, ACH transfer, wire transfer (for enterprise customers)
• Overdue payments may incur a late fee of 1.5% per month or the maximum allowed by law
• Prospera reserves the right to suspend access for accounts with overdue balances exceeding 30 days

6.3 Price Changes

• Annual subscribers: Price changes take effect upon renewal
• Monthly subscribers: 30 days advance notice before price changes
• Enterprise customers: Price changes governed by contract terms

6.4 Refund Policy

• Monthly subscriptions: No refunds for partial months; cancel anytime to avoid future charges
• Annual subscriptions: Refunds available within 30 days of initial purchase only
• Enterprise agreements: Refund terms as specified in the Master Service Agreement

6.5 Taxes

All fees are exclusive of applicable taxes (GST, HST, sales tax, VAT, etc.). You are responsible for paying all taxes associated with your subscription, except for taxes based on Prospera's net income.

Data Protection and Privacy

7.1 Privacy Policy

Our Privacy Policy describes how we collect, use, store, and protect your data. Key principles:

• We encrypt all data in transit (TLS 1.3) and at rest (AES-256)
• We do NOT sell or share your data with third parties for marketing purposes
• We do NOT use customer data to train third-party AI models
• We provide customers with full control over their data (access, correction, deletion)
• We comply with GDPR, CCPA, PIPEDA, and Quebec Law 25 privacy regulations

7.2 Data Processing Agreement

For enterprise customers and customers subject to data protection regulations, we offer a Data Processing Agreement (DPA). To execute a DPA, contact legal@myprospera.ai.

7.3 Security Incidents

In the event of a data breach or security incident affecting your data, Prospera will notify you within 72 hours of becoming aware of the incident, provide details about the nature and scope, describe measures taken to contain and remediate, and cooperate with any regulatory reporting obligations.

Service Level Agreement (SLA)

8.1 Uptime Commitment

Prospera commits to maintaining 99.9% uptime for the Service, measured monthly.

8.2 Service Credits

8.3 Support

• Email Support: Monday–Friday, 9 AM – 6 PM Eastern (response within 24 business hours)
• Priority Support: Available for Enterprise customers (response within 4 hours for critical issues)
• Emergency Hotline: Available for Enterprise customers for production-down scenarios (24/7)

Warranties and Disclaimers

9.1 Limited Warranty

Prospera warrants that the Service will perform substantially in accordance with the documentation provided. If the Service does not conform to this warranty, your sole remedy is for Prospera to correct the non-conformance or terminate your subscription and refund any prepaid fees for the unused portion.

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Important: Sophie is a tool to assist wealth management advisors, not a replacement for professional judgment. AI-generated recommendations should be reviewed and validated by qualified professionals before being used in client interactions or investment decisions.

Limitation of Liability

10.1 Consequential Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROSPERA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES.

10.2 Liability Cap

Prospera's total liability shall not exceed the greater of: the total fees paid by you in the 12 months preceding the event giving rise to liability, or CAD TBD.

10.3 Exceptions

These limitations do NOT apply to liability for death or personal injury caused by gross negligence, fraud, your obligations to pay fees, your breach of intellectual property rights, your violation of applicable law, or any liability that cannot be excluded by law.

10.4 Allocation of Risk

You acknowledge that the fees charged reflect this allocation of risk. Without these limitations, Prospera would not be able to offer the Service at the current pricing.

Indemnification

You agree to indemnify, defend, and hold harmless Prospera and its affiliates from any third-party claims arising from your use of the Service in violation of these Terms, your Customer Content, your violation of applicable law, or any claim by your clients related to your use of Sophie.

Confidentiality

12.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other, including business plans, technical data, customer lists, pricing, and security practices.

12.2 Obligations

Each party agrees to keep Confidential Information strictly confidential, use it only for performing under these Terms, not disclose it to third parties without consent, and return or destroy it upon request or termination.

12.3 Exceptions

Confidential Information does not include information that was publicly available, known prior to disclosure, independently developed, rightfully received from a third party, or required to be disclosed by law.

Term and Termination

13.1 Term

These Terms commence when you first access the Service and continue until terminated.

13.2 Termination by Customer

You may terminate your subscription at any time by canceling through your account settings or contacting support@myprospera.ai. Termination takes effect at the end of your current billing period.

13.3 Termination by Prospera

• Immediately for cause (breach, non-payment, illegal activity, security risk)
• With 30 days written notice for convenience (free or trial accounts)
• With 60 days written notice for convenience (paid enterprise accounts)

13.4 Effect of Termination

Upon termination, your access terminates immediately, Customer Content will be deleted within 30 days, you must pay outstanding fees, and you may request a data export within 30 days.

13.5 Survival

Sections 5, 7, 9, 10, 11, 12, and 15 survive termination of these Terms.

Changes to Terms

We may update these Terms from time to time. When we make material changes, we will post updated Terms with a new effective date, notify registered users via email at least 30 days before the changes take effect, and provide enterprise customers with 60 days notice per contractual obligations.

Dispute Resolution and Governing Law

15.1 Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

15.2 Jurisdiction and Venue

Any legal action shall be brought exclusively in the courts located in Toronto, Ontario, Canada.

15.3 Dispute Resolution

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute informally by providing written notice and negotiating in good faith for 30 days.

15.4 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

General Provisions

• Entire Agreement: These Terms, the Privacy Policy, and any executed DPA constitute the entire agreement.
• Severability: If any provision is found invalid, the remaining provisions remain in effect.
• Waiver: Failure to enforce any provision does not constitute a waiver.
• Assignment: You may not assign these Terms without our written consent.
• Force Majeure: Neither party is liable for failures due to causes beyond reasonable control.
• Notices: All notices must be in writing and delivered by email or certified mail.
• Relationship: The parties are independent contractors.

Contact Information