Vincdata Technologies Inc.

Terms of Use (Canada)

Effective upon: September 24, 2026 (replaces the version dated September 9, 2026)
Last updated: September 24, 2026

1. Introduction

Vincdata Technologies Inc. (“VincData”, “us”, “we”, or “our”), provides QcHelper, a Windows desktop AI assistant for construction quality control that indexes project documents locally and answers plain-English questions with cited sources using VincData’s private AI platform (the “Application”), and operates a website at www.qchelper.ca (the “Website”). The Website provides information about the Application and VincData’s services. We have implemented these Terms of Use to govern your use of the Application, the Website, and any related software, applications, and any information and content relating to the foregoing, including without limitation HTML, software, code, data, text, documents, images, photographs, videos, icons, and designs (collectively, the "Content").

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE APPLICATION, THE WEBSITE, OR THE CONTENT, YOU INDICATE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE. If you do not agree to these Terms of Use, then you have no right to access or use the Application, the Website, or the Content. If these Terms of Use are being entered into by a corporation or other legal entity, you represent that you have the authority to enter into these Terms of Use to bind such entity and its affiliates to these Terms of Use as its authorized representative, in which case the terms “you” or “your” refer to such entity and its affiliates as well as you. These Terms of Use apply whether you access the Application or Website as an individual user or on behalf of a corporate or other organizational licensee.

The Application, the Website, and the Content are not intended for use by minors (being individuals who are not of legal age in the jurisdiction in which they reside). If you are a minor, you should only use the Application, the Website, and the Content with the permission and under the supervision of a parent or guardian.

The Application is not available to residents of Quebec. If you are a resident of Quebec, you may not access or use the Application.

2. Use of the Application

The Application is a Windows desktop AI assistant designed for construction and industrial professionals, including quality managers, quality control inspectors, document control staff, and field engineers. You may use the Application to index your project documents (including specifications, drawings, procedures, line lists, and related files in PDF (including scanned drawings processed via optical character recognition, which requires the Tesseract OCR engine), Word (.docx), Excel (.xlsx), PowerPoint (.pptx), plain text, Markdown, CSV, TSV, and image files (indexed by file name and any text that can be read from the image)) on your local machine and to receive AI-generated answers to plain-English questions about those documents, with citations to source documents that can be verified with one click. Older .doc, .xls, and .ppt formats are not supported. The Application parses documents locally on your workstation and stores the search index locally. In order to build the search index and answer questions, the Application transmits the full extracted text of your documents, sent in segments, and rendered page images where a question is about a page, table, diagram or drawing (up to four pages per question, from any PDF), over an encrypted connection (TLS 1.2 or higher) to VincData’s self-hosted servers located in Canada. When generating answers, your questions, recent conversation messages (up to the last 30 messages), and the names and project-relative folder paths of source documents are also transmitted; a question asking what files exist sends the list of file names and your project’s folder structure. That content is processed in memory to produce the index or the answer; it is not stored on VincData’s servers, not disclosed to third-party AI providers, and not used to train AI models. The original document files remain on your device and are not uploaded to VincData, with one exception: if you ask a question about a photograph or image, that image file itself is sent so it can be examined. If such a question does not name an image, the most recently indexed image in your project may be sent. Network traffic transits Cloudflare’s network in encrypted form, and sign-in is provided by Supabase, which stores your account and acceptance records but never document content. Limited fragments may appear transiently in error logs, which are deleted within approximately 30 days.

You acknowledge that: (a) the Application provides AI-generated answers based on the documents you index, with citations to source documents, and you are solely responsible for verifying the accuracy of any answers against the cited source documents before relying on them; (b) VincData does not guarantee the completeness or accuracy of any AI-generated answers; (c) the Application is designed to indicate when information is not contained in your indexed documents rather than providing unsourced answers, but this functionality is not guaranteed; (d) the Application is intended to assist with, not replace, professional judgment in construction quality control and document management; and (e) you are solely responsible for ensuring that your use of the Application complies with any confidentiality, security, or document control requirements applicable to your project documents.

Except as described in this section, VincData does not upload, store, or retain the contents of your project documents. The original document files remain on your device and are not uploaded to VincData, with one exception: if you ask a question about a photograph or image, that image file itself is sent so it can be examined. If such a question does not name an image, the most recently indexed image in your project may be sent. When your documents are indexed (including after optical character recognition completes) and when generating answers, document text is transmitted to VincData’s self-hosted servers in Canada but is processed in memory only to produce the index or the answer; it is not stored on VincData’s servers, not disclosed to third-party AI providers, and not used to train AI models. Network traffic transits Cloudflare’s network in encrypted form, and sign-in is provided by Supabase, which stores your account and acceptance records but never document content.

The Application includes a revision-awareness feature that gives lower weight to documents stored in folders named “superseded”, “obsolete”, “archive”, or “old”, and may indicate this in an answer. This feature is provided for convenience only and does not verify revision status or warn you when opening an earlier revision. You remain solely responsible for ensuring that you are working from current document revisions; always confirm the current revision against your document control system.

The Website is a marketing and informational resource that provides information about the Application and VincData’s services. The Website does not permit self-service downloads or sign-ups; access to the Application is provided only through a licence agreement with VincData, which may be granted to you as an individual or to your organization as a corporate licensee.

3. Use of the Website

You may browse the Website to learn about the Application’s features, capabilities, and use cases. You may also use the Website to submit enquiries to VincData regarding licences, trials, or other services. All information provided on the Website is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase a licence to the Application.

4. Subscription and Access

Access to the Application is provided only pursuant to a licence agreement with VincData, which may be granted to you individually or to your organization as a corporate licensee. VincData may from time to time offer a private beta period, during which access is provided on an invite-only basis to individual beta testers who are Canadian residents (excluding Quebec residents), who may receive guided onboarding on their own documents. To use the Application, you must have a valid VincData account and an active authorization under an applicable licence agreement. Subject to any licence agreement between you and VincData, VincData reserves the right to limit, suspend, or terminate your access to the Application or the Website at any time, for any reason, in its sole discretion.

If you are participating in a private beta period, access to the Application is provided free of charge under a beta trial licence agreement; no fees are charged during the beta. Following the conclusion of any beta period, continued access will require a commercial licence agreement with VincData, which may be offered on either an individual or corporate basis. If you are an authorized user under a corporate licence, your access may be subject to additional terms and conditions agreed between VincData and your organization.

5. Fees and Payment Terms

During any beta period, no payment information is collected. IF AND WHEN COMMERCIAL PRICING IS INTRODUCED, YOU WILL BE RESPONSIBLE FOR PROVIDING VALID PAYMENT DETAILS AND FOR THE TIMELY PAYMENT OF ALL FEES YOU HAVE AGREED TO PAY FOR USE OF THE APPLICATION.

We may email you about your account and the trial; any marketing email would include an unsubscribe link.

Unless we agree or state otherwise in writing, all fees and charges are nonrefundable.

6. Privacy Policies

Our privacy policy is available within the Application and at https://qchelper.ca/privacy. Your access to and/or use of the Application and the Content is subject to the privacy policy. You acknowledge that you have read such privacy policy, and you hereby consent to the collection, use, and disclosure of your personal information (which may also be referred to as your “personal data”, or similar, depending on the policy) for the purposes therein identified. You also grant us permission to anonymize or combine your account and usage record information with that of others in a way that does not identify you or any individual personally for purposes of improving the Application or the Content.

7. Warranties

You represent and warrant to us that:

  1. (a) you have the power and authority to accept and agree to these Terms of Use;
  2. (b) you will only index documents that you are authorized to use in the Application;
  3. (c) you will not violate any federal, provincial, territorial, or local laws, rules, or regulations, or infringe the rights of any third party, including any intellectual property, privacy, or publicity-related rights, in connection with your access to or use of the Application, the Website, and the Content;
  4. (d) the exercise by us of the rights granted by you hereunder will not cause us to violate any applicable laws, rules, or regulations, or to infringe the rights of any third party; and
  5. (e) all account information provided by you will be complete, accurate, and up-to-date when provided, and updated as necessary to ensure that it remains complete, accurate, and up-to-date.

8. License to Use

Subject to your compliance with these Terms of Use, we grant you a limited non-exclusive, non-transferable, non-assignable, and non-sublicensable licence to access and use the Application, the Website, and Content. This licence is granted for the sole purpose of enabling you to use and enjoy the benefit of the Application, the Website, and the Content as provided by VincData, in the manner permitted by these Terms of Use. If you are accessing the Application as an authorized user under a corporate licence agreement, this licence is subject to the terms and conditions of that agreement.

9. Service Limitations

Certain circumstances may limit the availability or effectiveness of the Application, the Website, or the Content, including:

  1. (a) System Requirements - The Application requires Windows 10/11 (64-bit). An internet connection is required for signing in, starting the Application, indexing documents, and receiving AI-generated answers. The Application checks for updates at start-up and installs required updates automatically; an outdated version cannot be used.
  2. (b) Service Interruptions - The Application, the Website, and the Content can be interrupted for any reason that disrupts internet access, including in the event of:
    • • electrical power outages
    • • natural disasters
    • • electronic interference
    • • an outage affecting the data transport service
    • • compatibility issues
    • • equipment failures relating to your equipment or our equipment, including hardware or software failures or misconfiguration affecting us, our offices, data centres, and/or any of our service providers
    • • an outage at a service provider we rely on

10. Acknowledgements

YOU AFFIRM THAT YOU HAVE READ THE FOREGOING AND ACKNOWLEDGE THAT:

  1. (a) WE DO NOT AND CANNOT GUARANTEE THAT THE APPLICATION, THE WEBSITE, OR THE CONTENT WILL BE CONTINUOUS OR ERROR-FREE. FOR EXAMPLE, THE APPLICATION, THE WEBSITE, AND THE CONTENT WILL NOT BE AVAILABLE UNDER CIRCUMSTANCES SET FORTH ABOVE;
  2. (b) IF YOUR INTERNET ACCESS OR YOUR ACCESS TO THE APPLICATION IS SUSPENDED OR TERMINATED, YOU MAY NOT BE ABLE TO USE SOME OR ALL OF THE APPLICATION, THE WEBSITE, OR THE CONTENT; AND
  3. (c) YOU ARE EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF THE APPLICATION, THE WEBSITE, OR THE CONTENT. ABUSE OF THE APPLICATION, THE WEBSITE, OR THE CONTENT MAY SUBJECT YOU TO CIVIL AND CRIMINAL FINES AND PENALTIES.

11. International Users

The Application, the Website, and the Content are controlled and operated within Canada and are not intended for use outside of Canada. You are hereby prohibited from accessing or using the Application, the Website, or the Content from any territory where the Application, the Website, or the Content (or any portion thereof) is illegal. If you choose to access the Application, the Website, or the Content from a location outside of Canada, you do so at your own risk and you are solely responsible for compliance with applicable laws, rules, and regulations, including export laws and any regulations and local laws regarding online conduct and content.

12. Information and Account

If you opt to use the Application, the Website, or any of the Content, you agree to provide accurate, current, and complete personal information about yourself or others as required, and to promptly correct, update, or complete this personal information as required. You acknowledge and agree that you have obtained or will obtain on a timely basis any and all consents required for us to collect, use, and disclose personal information pursuant to our privacy policy noted above. You acknowledge and agree that we will have no liability associated with or arising from your failure to obtain appropriate consents from others for such collection, use, or disclosure of their personal information, or the failure to maintain and update personal information, including but not limited to your failure to receive any information with respect to the Application, the Website, or any of the Content.

You agree and authorize us to take any necessary steps in order to verify the personal information you provide. If there are reasonable grounds to suspect any or all of the information you provide is inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your current and future access to and use of the Application and the Content.

If an account is created for you in the Application, the Website, or the Content (an “Account”):

  1. (a) you agree to use your legal name and, as applicable, your legal business name;
  2. (b) you are solely responsible for your Account, including without limitation the confidentiality and security of your Account and all passwords related to your Account, and any and all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission;
  3. (c) you agree not to share access to your Account with anyone else; and
  4. (d) you agree to immediately notify us of any unauthorized use of your Account or any other breach of security with respect to your Account, and you agree to provide assistance to us, as requested, to remedy any breach of security related to your Account.

13. Access

Subject to any licence agreement between you and VincData, certain areas of the Application, the Website, or the Content (including without limitation any areas reserved for those who have created an Account) may be restricted from access by you at any time, for any reason, without notice to you, in our sole and absolute discretion.

14. Conduct

You must comply with all applicable laws and regulations, and take all other required and appropriate actions in connection with your use of the Application, the Website, and the Content.

You agree not to do any of the following:

  1. (a) use the Application, the Website, or the Content for any illegal purpose in violation of any applicable municipal, provincial, territorial, federal or international law;
  2. (b) use the Application, the Website, or the Content in a way that could harm, damage, or disrupt the Application, the Website, the Content, our goods/services, or our business;
  3. (c) use the Application, the Website, or the Content in a way that would adversely impact use of the Application, the Website, or the Content by other users;
  4. (d) message, submit, upload, request, deliver, provide, or transmit any text, graphics, images, messages, information, or other material that: (i) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of privacy; (ii) violates, or constitutes any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is unlawful, abusive, tortious, pornographic, libellous, defamatory, obscene, hateful, vulgar, offensive, or racially or ethnically objectionable; (iv) promotes discrimination, exploitation, bigotry, racism, hatred, harassment, or harm against any individual or group; (v) is violent, abusive, or threatening, or promotes violence, harassment, or actions that are threatening to any living thing; or (vi) promotes illegal or harmful activities or substances;
  5. (e) collect, use, disclose, or store personal information about any other individuals without their consent;
  6. (f) upload or otherwise disseminate any computer viruses, malware, or software that may damage the property of another;
  7. (g) reverse engineer, or attempt to reverse engineer or disassemble any Content;
  8. (h) use the Application, the Website, or the Content for any purpose for which it is not designed or intended, including without limitation any unauthorized advertising, marketing, or commercial solicitation purposes;
  9. (i) act as agent for VincData, or bind or make any representations on behalf of VincData;
  10. (j) violate the security of the Application, the Website, or the Content through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network;
  11. (k) violate any applicable law or regulation or any person’s legal rights; or
  12. (l) encourage or enable any other individual or other person to do any of the foregoing.

You are responsible for the content you provide through the Application, the Website, or the Content, and you agree to act professionally and responsibly.

We reserve the right to delete or remove any content that may breach these Terms of Use, and to remove, suspend, or block any user or Account that engages in any breach of applicable law or these Terms of Use, or that otherwise does not meet our service requirements.

If you believe that another person or entity has violated these Terms of Use, abused the Application, the Website, or the Content, or otherwise acted inappropriately, you may report the matter to us at contact@vincdata.ca. We reserve the right, but assume no obligation, to investigate and take appropriate action in response to such reports. Regardless of our action or inaction, in no event will we be liable for the acts or omissions of any user or any third party.

We reserve the right to investigate and prosecute violations of any and all reports, complaints and claims, or otherwise suspected misconduct or violations of the law to the fullest extent of the law.

Without limiting the foregoing, you acknowledge that we have the right, but not the obligation, at any time and without prior notice, to monitor access to or use of the Application, the Website, or the Content, to access, review, preserve and disclose any account and usage record information, or to remove or disable access to any Content, if we believe in good faith that it is reasonably necessary: (i) to comply with any law or regulation or satisfy any legal process or governmental request (for example, a subpoena, warrant, order or other requirement of a court, administrative agency or other governmental body); (ii) to respond to claims asserted against us; (iii) to enforce and to ensure a user’s compliance with the Terms of Use, including the investigation of potential violations; (iv) to conduct risk assessments, and prevent, detect and investigate incidents of fraud, security and technical issues; (v) to protect our rights, property or safety, or that of our users or members of the public; and (vi) for the purpose of operating and improving the Application, the Website, and/or the Content (including for customer support purposes). VincData does not retain your document content or review it, as it is processed in memory only.

You agree to cooperate with and assist us or our representative in good faith, in any such investigations, including by providing us with such information as we may reasonably request.

15. Restrictions

You agree that you will not:

  1. (a) during any beta period, copy, paste, or input any outputs generated by the Application into any other artificial intelligence tool or service, and at any time use any outputs generated by the Application to train, develop, or improve any artificial intelligence model or any product or service that competes with the Application;
  2. (b) conduct or publish any benchmark tests, performance evaluations, or comparative analyses of the Application, or use any information about the Application to develop or assist in developing any product or service that competes with the Application, without VincData’s prior written consent; or
  3. (c) during any beta period, use the Application for any commercial or production purpose; the beta trial is provided for evaluation purposes only.

16. Intellectual Property

The Application, the Website, the Content, and any portion thereof are protected by copyright, trademark, trade secret, and other proprietary and intellectual property rights and laws. Such laws may be violated by unauthorized access and/or use of the Application, the Website, or the Content. Users of the Application, the Website, or the Content are solely responsible for ensuring that they comply with any applicable intellectual property laws, including without limitation copyright, trademark, and patent laws. We do not grant any licence or other authorization to you under or to any of our trademarks or other copyrightable material or other intellectual property, unless we otherwise expressly agree in writing. Except as expressly provided in these Terms of Use, the Application, the Website, and the Content may not be copied, reproduced, distributed, posted, downloaded, displayed, presented, transmitted, republished, modified, or otherwise exploited or used in any form or by any means without our prior express written consent.

For information about obtaining consent to use any Content, please contact us at contact@vincdata.ca.

Your content must be your own, or authorized by the third party owner of that content, and must not infringe on or violate any third party’s rights.

Names, words, logos, designs, graphics, titles, phrases, trademarks, and the like displayed in the Application, on the Website, or in the Content may constitute our registered or unregistered trademarks, or those of third parties that have granted us a licence to use such marks.

For information about obtaining consent to use such trademarks, contact us at contact@vincdata.ca.

17. Third Party Content and Services

We are not responsible for and do not endorse, authorize, approve, certify, maintain, or control the content of any third party goods or services that may be referred to in, used by, or linked to, the Application, the Website, or the Content. We do not make any representation or warranty of any kind, express or implied, regarding any third party goods or services, including, without limitation: (i) any representation or warranty regarding the legality, use, accuracy, currency, reliability, completeness, efficacy, timeliness, applicability, performance, security, or availability of any information or content on or in such third party goods or services; (ii) any representation, warranty or condition regarding the merchantability and fitness for a particular purpose of any third party goods or services; or (iii) any representation or warranty that the operation of such third party goods or services will be uninterrupted or error free, that defects or errors in such third party goods or services will be corrected, or that such third party goods or services will be free from viruses or other harmful components.

We are not responsible or liable for any loss or damage caused as a result of your use of any third party goods or services referred to in, provided through, used by, or linked to, the Application, the Website, or the Content, nor are we responsible for the privacy practices of such third parties.

18. Feedback

We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about the Application, the Website, and the Content ("Feedback"). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future modifications of the Application, the Website, the Content, and/or advertising and promotional materials relating thereto. You hereby grant to us a perpetual, worldwide, fully transferable, irrevocable, royalty-free licence to use, reproduce, modify, create material enhancements or improvements from, distribute, and display the Feedback in any manner and for any purpose. You irrevocably waive and release all moral rights or similar rights that may exist in any Feedback you provide.

19. Confidentiality

If you are participating in a beta trial, you agree to keep confidential any non-public information about the Application, including its features, functionality, performance, and any other technical or business information disclosed to you by VincData in connection with the beta trial (“Confidential Information”). You will not disclose Confidential Information to any third party without VincData’s prior written consent. VincData will not disclose your participation in the beta trial to your employer or any other third party without your consent. Notwithstanding the foregoing, “Confidential Information” does not include information that: (a) is or becomes publicly available through no fault of you; (b) was known to you prior to disclosure by VincData without obligation of confidentiality; (c) is received by you from a third party without breach of any obligation of confidentiality; or (d) is independently developed by you without use of or reference to Confidential Information. Your obligations under this section will continue for five years from the date of disclosure of the applicable Confidential Information; provided, however, that your obligations with respect to trade secrets will continue for so long as such information remains a trade secret under applicable law.

20. Artificial Intelligence

The Application uses artificial intelligence (“AI”) to generate answers to your questions based on the documents you have indexed. The following describes how AI is used within the Application:

  1. (a) How AI Works in the Application. In order to build the search index and answer questions, the Application transmits the full extracted text of your documents, sent in segments, and rendered page images where a question is about a page, table, diagram or drawing (up to four pages per question, from any PDF), over an encrypted connection (TLS 1.2 or higher) to VincData’s self-hosted servers located in Canada. When you submit a question, your question, recent conversation messages (up to the last 30 messages), and the names and project-relative folder paths of source documents are also transmitted; a question asking what files exist sends the list of file names and your project’s folder structure. That content is processed in memory to produce the index or the answer; it is not stored on VincData’s servers, not disclosed to third-party AI providers, and not used to train AI models. The original document files remain on your device and are not uploaded to VincData, with one exception: if you ask a question about a photograph or image, that image file itself is sent so it can be examined. If such a question does not name an image, the most recently indexed image in your project may be sent. Network traffic transits Cloudflare’s network in encrypted form, and sign-in is provided by Supabase, which stores your account and acceptance records but never document content. Limited fragments may appear transiently in error logs, which are deleted within approximately 30 days.
  2. (b) No Third-Party AI Providers. All AI processing is performed on our own infrastructure. We do not use third-party or public cloud AI providers to process your questions or documents. Your document content is not shared with any external AI services.
  3. (c) Local Document Storage. The original document files and the search index created by the Application remain on your device and are not uploaded to VincData, with one exception: if you ask a question about a photograph or image, that image file itself is sent so it can be examined. If such a question does not name an image, the most recently indexed image in your project may be sent. When you submit a question, the excerpts, file names and project-relative folder paths, conversation messages and page images (or an image file you ask about) needed to answer it are sent to VincData as described in paragraph (a) above.
  4. (d) AI-Generated Answers. The answers provided by the Application are generated by AI based on the documents you have indexed. You are solely responsible for verifying the accuracy of any AI-generated answers against the cited source documents before relying on them. We do not guarantee the completeness or accuracy of any AI-generated answers. The Application is designed to indicate when information is not contained in your indexed documents rather than providing unsourced answers, but this functionality is not guaranteed. The Application is intended to assist with, not replace, professional judgment in construction quality control and document management.
  5. (e) No Automated Decision-Making. The Application does not engage in automated decision-making or profiling that produces legal effects or similarly significantly affects you. AI-generated answers are informational outputs intended to assist your review of indexed documents and are not automated decisions.
  6. (f) Engineering Disclaimer. The Application is not a substitute for professional engineering services. Outputs generated by the Application must not be relied upon for engineering, quality-control, or safety decisions without independent verification by a qualified professional. VincData does not provide engineering services through the Application.

21. Disclaimers

Your use of the Application, the Website, and the Content is at your own risk. The Application, the Website, and the Content are provided "as is", without warranties or conditions of any kind, whether express or implied. To the fullest extent possible under applicable law, we disclaim all warranties and conditions, whether express or implied, statutory or otherwise, including without limitation implied warranties or conditions of merchantability and fitness for a particular purpose or use and warranties or conditions of title, non-infringement or other non-violations of rights.

We do not warrant or make any other representations regarding the use, accuracy, currency, completeness, timeliness, efficacy, applicability, performance, security, availability or reliability of the Content, the Application, the Website, the results from use of the Application, the Website, or the Content, or otherwise regarding the Content or the information, content, or other subject matter on any websites linked in the Application, the Website, or the Content. We are not responsible or liable for any false or misleading statements made by any user of the Application, the Website, or the Content.

Unless otherwise expressly stated, nothing contained in the Application, the Website, or the Content shall be construed as providing advice to you.

22. Limitation of Liability

Under no circumstances shall we (including our affiliates, officers, directors, employees, agents, and successors) be liable to you or to any third party for any indirect, general, special, consequential, incidental, compensatory (whether expectation or consequential), liquidated, pecuniary, punitive, aggravated, or nominal damages or losses, or any other damages or losses of any kind whatsoever, including without limitation damages relating to negligence; telecommunication failures; Application, Website, or Content maintenance; internet delays or limitations; errors, mistakes, or omissions or inaccuracies in the Content; loss; corruption; security or theft of data; viruses; spyware; lost revenue or profits; lost or damaged data; or economic loss; regardless of the cause of action, arising directly or indirectly from the Application, the Website, or the Content, including without limitation the access or use of, or the inability to access or use, any or all of the Application, the Website, or the Content. Notwithstanding anything to the contrary contained herein, but subject to the last sentence of Section 34, our aggregate liability to you for any direct damages arising from or related to these Terms of Use (for any cause whatsoever and regardless of the form of action) will at all times be limited to five thousand Canadian dollars (Cdn$5,000) in the aggregate for all claims. The foregoing limitations shall apply to the fullest extent permitted by law in the applicable jurisdiction.

23. Indemnity

In the event you breach these Terms of Use, you agree to indemnify, defend and hold harmless VincData and our affiliates, and VincData and our affiliates’ respective officers, directors, employees, agents, and successors (collectively, “VincData Parties”) from and against any liabilities, costs, demands, causes of action, damages and expenses (including reasonable legal fees and disbursements) (collectively, “Losses”) that arise from your breach of any of the provisions of these Terms of Use.

You agree that, at our option, you will conduct the defense of any such claim or action; provided that, notwithstanding our election that you conduct the defense: (i) we may nevertheless participate in such defense or settlement negotiations and pay our own costs associated therewith; and (ii) you will not enter into any settlement or other compromise without our prior written approval (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.

24. Basis of the Bargain

You acknowledge and agree that the warranty, disclaimers, and limitations of liability set forth above are essential elements of the basis of the bargain between us and you, and will survive and apply even if your remedies are found or alleged to have failed of their essential purpose.

25. Exclusions

Nothing in these Terms of Use is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages, or exclusion of liability for loss or damage from death or personal injury. Accordingly, only the above limitations in these Terms of Use that are lawful in your jurisdiction will apply to you, and our liability will be limited to the maximum extent required by law.

26. Dispute Resolution

Any dispute, claim or controversy arising out of or relating to these Terms of Use, or the Application, the Website, or the Content, shall be governed by the laws of the Province of Alberta and the laws of Canada applicable therein. You agree to submit and attorn to the exclusive jurisdiction of the Courts of the Province of Alberta, Canada for the resolution of any such disputes. Notwithstanding the foregoing, each party shall retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other proprietary or intellectual property rights.

27. Termination

You may cease using the Application and uninstall it at any time. We may terminate these Terms of Use, including any licences contained or granted herein, by email notice to you, or immediately if you breach these Terms of Use or any applicable licence agreement. Upon termination, you must cease to access and/or use the Application, the Website, and the Content, uninstall the Application, and use the Delete All Data function to remove your data. This includes, without limitation, the obligation to destroy all content and all related documentation and all copies thereof which you obtained from the Application, the Website, and the Content, whether under these Terms of Use or otherwise, and the obligation to take any additional or alternative reasonable steps that we may direct in respect of the termination.

28. Modifications and Updates to the Application and the Content

We reserve the right, in our sole discretion, to modify or discontinue offering the Application, the Website, and/or the Content, in whole or in part, including any features, functionality, tools or content thereof, at any time, for any reason or no reason, with or without notice to you. We also retain the right to impose limits on your use and storage of the Content at our sole discretion at any time without prior notice to you.

You agree that we have no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions.

29. Amendment

We may amend these Terms of Use at any time. Any amendments will be presented to you within the Application, and you must accept them before continuing to use the Application. Your acceptance will be recorded with the document version and timestamp. VincData may also post amended Terms of Use on the Website. The date of the version of these Terms of Use is stated at the top of the page.

30. Electronic Communications

When you use the Application, the Website, or the Content (as applicable), or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices in the Application, on the Website, and, if applicable, certain of the Content. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

31. Severability

If any provision of these Terms of Use is held to be unenforceable, in whole or in part, by an applicable court of law, such holding will not affect the validity of the other provisions of the Terms of Use.

32. No Waiver

At no time do we waive our rights to enforce any terms or conditions as set out in these Terms of Use, even if any provision of the Terms of Use has been previously breached or unenforced.

33. Governing Law

These Terms of Use and the access to and use of the Application, the Website, and the Content shall be governed by the laws of the Province of Alberta and the laws of Canada applicable therein, without regard to its conflict of law provisions. You agree to submit and attorn to the exclusive jurisdiction of the Courts of the Province of Alberta, Canada.

34. Entire Agreement

These Terms of Use, including our privacy policy applicable to you and any applicable licence agreement, including a beta trial licence agreement, constitute the entire and exclusive understanding and agreement between you and us regarding your access to and use of the Application, the Website, and the Content and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and us and regarding the subject matter hereof. If you have entered into a licence agreement with VincData for the Application, including a beta trial licence agreement, the terms of that agreement will govern your use of the Application to the extent of any conflict with these Terms of Use.

35. Assignment

You may not assign, transfer, delegate or sublicense any of your rights or obligations under these Terms of Use, including by operation of law or merger or consolidation, without our express prior written consent, which may be granted or withheld in our sole discretion. Any attempted assignment, transfer, delegation or sublicense without the foregoing consent will be null and void. We may assign, transfer, delegate and/or sublicense our rights and obligations under these Terms of Use, in whole or in part, in our sole discretion, without restriction.

Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and assigns.

36. No Agency

Except as otherwise expressly set forth herein, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

37. Survival of Terms

Any provisions of these Terms of Use that contemplate performance or observance subsequent to the expiration or termination of these Terms of Use shall survive such expiration or termination.

38. Remedies

Except as expressly set forth in these Terms of Use, the exercise by a party of any of its remedies under the Terms of Use will be without prejudice to its other remedies available under contract, at law, in equity or otherwise.

39. Headings

The headings in these Terms of Use are for reference purposes only and do not limit or otherwise affect the meaning or interpretation of any of the provisions hereof.

40. Third-Party Beneficiaries

Except as otherwise expressly set forth herein, these Terms of Use do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.

41. Contact Us

For more information about these Terms of Use or any information or questions regarding the Application, the Website, or the Content, please contact us at contact@vincdata.ca or privacy@vincdata.ca, or by mail at: Vincdata Technologies Inc., 6510 Gateway Blvd NW, Edmonton AB T6H 5Z5, Canada, Attention: Director.