Terms of service.

Acceptance of these terms.

These Terms of Service are a binding agreement between you and VYRA Data Inc. ("VYRA", "we", "us", "our"). They govern your use of our websites, our SaaS products, and any other VYRA-branded service that links to them. By accessing or using any of these, you agree to these terms. If you do not agree, do not use the services.

If you use the services for an organisation, you confirm that you have the authority to bind that organisation, and "you" then means both you and that organisation.

The date these terms last changed is shown at the top of this page. We may update them as described in "Changes to these terms" below.

Who we are and what these terms cover.

VYRA Data Inc. is a company based in Halifax, Nova Scotia, Canada. We build and run software, and we deliver professional services.

These terms cover:

• Our websites, including vyradata.com and the client sites we host on a client.vyradata.com pattern.
• Our SaaS products: Vyra Insights, Vyra Life, Vyra Code, and the VYN AI teammate.
• Any account you hold with us to use those products.

Professional-services engagements are handled differently. Website development, SEO, static Meta ads (Facebook and Instagram), app development, CRM development and implementation, and AI implementation are governed by a separate master services agreement and a statement of work signed for the project. Those documents, not these terms, set the scope, fees, and deliverables for services work. Where a signed services agreement conflicts with these terms, the services agreement controls for that engagement.

How we handle personal information is set out in our Privacy Policy, which forms part of these terms. Where these terms and the Privacy Policy both apply, read them together.

Your account and security.

Some features need an account. To hold an account you must be at least the age of majority where you live. In Nova Scotia that is 19.

You are responsible for everything that happens under your account, so protect it:

• Keep your login credentials private. Do not share them.
• Where we price by seat, one seat is for one person. Do not share a seat.
• Turn on multi-factor authentication. We strongly recommend it, and we require it on admin accounts.
• Keep your contact and billing details accurate and current.
• Tell us at security@vyradata.com as soon as you suspect any unauthorised use of your account.

Acceptable use.

You may use the services only for lawful purposes and only as these terms allow. These rules are part of our Acceptable use policy. You agree not to:

• Use the services to break any law or to help anyone else break the law.
• Post or transmit content that infringes someone's rights, defames, harasses, threatens, or discriminates against a person or group.
• Reverse engineer, decompile, or otherwise try to derive our source code, or extract or reconstruct any model weights.
• Use the services or their outputs to build or train a competing product or model.
• Probe, scan, or run vulnerability or penetration tests against the services without our written permission.
• Interfere with normal operation, launch a denial-of-service attack, or bypass or defeat rate limits, quotas, or usage controls.
• Submit personal information about other people without a lawful basis to do so.
• Submit sensitive or special-category data, such as health, biometric, or financial information, unless your contract with us authorises it.
• Send spam or any message that breaks Canada's anti-spam law (CASL) or the United States CAN-SPAM Act, including sending without valid consent or without a working unsubscribe.
• Impersonate any person or organisation, or misrepresent your identity or your affiliation.
• Use the services for high-stakes purposes such as life-safety, medical, or other critical systems without our written authorisation.
• Create or spread deepfakes or other synthetic media in a deceptive, harmful, or unlawful way.
• Use or export the services in breach of Canadian, US, or other applicable export-control or economic-sanctions laws, or from a country or by a person those laws prohibit.

We may investigate suspected violations and take action, including removing content or suspending access. Serious abuse, including any child sexual abuse material, results in immediate termination and, where required, a report to law enforcement.

AI features and AI-assisted work.

Some of our services use artificial intelligence, including the VYN AI teammate. When you are interacting with an AI rather than a person, we tell you. Our AI usage and disclosure policy explains how we use AI and what we commit to.

We protect your content:

• We do not let third-party foundation model providers train their models on your content.
• We do not train our own models on your content unless you opt in through a written agreement.
• We may use aggregated and de-identified data, which cannot be traced back to you, to run and improve the services.

Where the law requires it, synthetic outputs are marked as artificially generated. Rules like the EU AI Act set out when this applies, and we follow them for the features they cover.

AI output can be wrong, incomplete, or out of date. AI can produce output that sounds confident but is wrong or invented, so treat it as a draft, not a decision. It is not legal, medical, financial, or other professional advice, and you should not rely on it as a substitute for a qualified professional. You are responsible for reviewing AI output for your own situation before you act on it.

Public VYN provides informational AI output from approved website sources. You review any inquiry draft before choosing whether to send it. A human reads every submitted inquiry before VYRA replies.

AI is the engine. The human is the brake.

Beta and early-access features.

We sometimes release features labelled beta, preview, or early access. These are provided as-is, may be incomplete or unstable, and may change or be withdrawn at any time. Do not rely on a beta feature for anything critical. Any specific commitment we make about a beta feature will be in writing.

Payment, renewals, and cancellation.

Paid plans are billed in advance on the cadence shown at checkout, for example monthly or annually. Taxes may apply based on your location.

Some points to know:

• Where a plan renews automatically, we disclose that at checkout. You can cancel before the next renewal to stop the next charge.
• Some engagements have a stated minimum term. For example, an AI-implementation commitment may run for a minimum of 90 days before it becomes cancellable. The minimum term is disclosed before you buy.
• We may revise pricing. We give you notice, and the change takes effect at your next renewal, not in the middle of a term you have already paid for.
• If you think a charge is wrong, tell us within 30 days of the invoice and we will review it in good faith.
• Fees are non-refundable except where the law requires a refund or where these terms or your plan say otherwise.

When your access ends, you have 30 days to export your data. See "Termination" below for how this works.

Intellectual property.

VYRA owns the services, including the software, systems, designs, and the content we create, along with our trademarks and branding. These terms do not give you any right to our trademarks or branding.

You own the content and data you submit to the services. You grant us a limited licence to host, store, process, and display that content so we can run and improve the services for you. This licence lasts only as long as we need it to provide the services, plus any short period needed to delete or return your data.

A few related points:

• If you send us feedback, suggestions, or ideas, you grant us a perpetual, worldwide, royalty-free licence to use them to improve our products, with no obligation to you.
• We may create and use aggregated and de-identified data, which cannot identify you or any individual, to operate, secure, and improve the services.
• Deliverables from a professional-services engagement are assigned to you as set out in the signed services agreement, typically once you have paid the fees for that work. VYRA keeps ownership of its pre-existing frameworks, libraries, and tooling, and licenses them to you as part of the deliverable so you can use what we build.

Professional services.

Our services lines are governed by a separate master services agreement and a statement of work for each project. Those documents control scope, fees, timelines, and ownership. The points below apply across services work.

For SEO, we guarantee the deliverables and the effort described in the statement of work, such as audits, technical fixes, content, and reporting. We do not guarantee any specific ranking, traffic, or revenue. Search engines are third-party systems outside our control, and no honest provider can promise a ranking. We use methods that comply with search-engine guidelines and we do not use manipulative tactics that put your site at risk.

For ads, we act as your agent to set up and manage your campaigns and measurement tools, and we accept the relevant platform terms, including Meta's Business Tools Terms, on your behalf as your agent. You confirm that you have the necessary rights and consents for any data, pixel or conversion events, and contact lists used in your campaigns.

You own your accounts. Your ad accounts, analytics properties, and search accounts belong to you. We take delegated access at the level we need to do the work, and we hand access back when the engagement ends.

Confidentiality.

Each of us may learn confidential information about the other. Both sides agree to keep the other's confidential information private, to use it only to perform under these terms, and to protect it with reasonable care. This does not apply to information that is public through no fault of the receiver, was already known to the receiver, is independently developed, or is lawfully received from someone else. Either of us may disclose confidential information if the law requires it, after giving reasonable notice where allowed.

Disclaimers.

To the fullest extent the law allows, the services are provided as-is and as-available, without warranties of any kind, whether express or implied. We do not warrant that the services will be uninterrupted, error-free, secure from every threat, or fit for a particular purpose. You use the services at your own discretion and risk. Some warranties cannot be excluded under the law that applies to you, and nothing here removes those.

Limitation of liability.

To the maximum extent the law allows:

• Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, even if warned that such damages were possible.
• VYRA's total liability for all claims arising out of or relating to the services is capped at the greater of the fees you paid us in the 12 months before the event that gave rise to the claim, or CAD $500.

These limits do not apply to a party's indemnification obligations, breach of confidentiality, gross negligence, or wilful misconduct.

Some places do not allow some of these exclusions or limits, so parts of this section may not apply to you. In that case our liability is limited to the smallest amount the law allows.

Indemnification.

We defend you. VYRA will defend you against a third-party claim that the services, as we provide them, infringe that third party's intellectual property, and we will pay the resulting settlement or award. This does not apply, and we are not responsible, where the claim arises from:

• Your misuse of the services or use in breach of these terms.
• Combination of the services with products, data, or systems we did not provide.
• Modification of the services by anyone other than us or without our authorisation.
• Your continued use after we asked you to stop and offered a fix or workaround.

You defend us. You will defend VYRA against a third-party claim arising from your content, your data, or your use of the services in breach of these terms or the law, and you will pay the resulting settlement or award.

Where AI is involved, our protection to you mirrors, and is limited to, the protection our upstream AI providers give us. We cannot promise you more than our providers promise us, so their conditions and carve-outs pass through to you.

The party seeking defence must give prompt notice of the claim, let the other party control the defence, and cooperate reasonably.

Termination.

Either party may terminate for material breach if the breach is not cured within 30 days after written notice describing it.

We may suspend or terminate your access immediately if:

• Your payment is more than 15 days past due.
• There is a security breach or an intellectual-property breach involving your account.
• Your use creates a risk of harm to people, to the services, or to others.

When your access ends, you have 30 days to export your data, after which we may delete it in the ordinary course, unless the law requires us to keep it longer or your services agreement says otherwise. Sections that by their nature should continue, including intellectual property, confidentiality, disclaimers, limitation of liability, and indemnification, survive termination.

Dispute resolution and governing law.

These terms are governed by the laws of the Province of Nova Scotia and the federal laws of Canada that apply there, without regard to conflict-of-laws rules. The courts of Nova Scotia have exclusive jurisdiction over any dispute arising from these terms, except where mandatory consumer-protection law gives a consumer the right to sue in their local courts, in which case that right prevails.

Before starting court proceedings, both sides agree to try to resolve the dispute in good faith for 30 days after one party gives the other written notice of it.

If you are a consumer, you keep all rights given to you by the consumer-protection law that applies to you. Nothing in these terms forces you into mandatory arbitration or makes you give up the right to take part in a class action, consistent with Canadian law. This section does not limit any right you cannot waive.

Changes to these terms.

We may update these terms. When we do, we change the last-updated date at the top of this page. For changes that are material and adverse to you, we give at least 30 days advance notice by email before they take effect. If you do not accept a material adverse change, you may terminate your affected subscription before the change takes effect and receive a pro-rated refund of fees you have paid for the unused period. Continuing to use the services after a change takes effect means you accept the updated terms.

General terms.

Publicity.

We may identify you as a VYRA customer and show non-confidential work we did for you as a work sample, unless you tell us in writing that you do not want us to. Neither party may otherwise use the other's name, logo, or trademarks without written consent.

Assignment.

We may assign these terms to an affiliate or to a party that acquires our business or the relevant assets. You may not assign these terms without our written consent. Any attempt to assign against this section is void.

Notices.

We give you notice by email to the address on your account or by posting in the product, and notice is treated as received when sent or posted. You give us formal notice by email to contact@vyradata.com. Keep your account email current, because notice we send there counts even if you do not read it.

Third-party services.

The services rely on third-party providers, including foundation model providers and cloud infrastructure. Where a third party's terms apply to a feature you use, those terms pass through to you, and we will point you to them where practical. We are not responsible for third-party services we do not control.

Force majeure.

Neither party is responsible for delays or failures caused by events beyond its reasonable control, such as natural disasters, outages, network or utility failures, labour disputes, or government action. This does not excuse an obligation to pay fees already owed.

Order of precedence.

If documents conflict, this is the order that wins: first, a signed order or statement of work; then these terms; then any policy we link from these terms, including our Privacy Policy.

Consumer rights.

For consumers we can reach in Nova Scotia, we provide the pre-contract disclosures required by the Consumer Protection Act, we deliver a copy of the contract within 15 days of entering it, and we honour the cancellation rights the law gives you, including the statutory cancellation window, which extends where we have not provided the required disclosures or a copy of the contract. Nothing in these terms reduces any right that law gives you.

Entire agreement and severability.

These terms, together with any order, statement of work, our Privacy Policy, and other linked policies, are the entire agreement between us about the services and replace any earlier agreement on the same subject. If any part is found unenforceable, the rest stays in effect, and the unenforceable part is limited or removed only as far as needed.

Contact.

For general and legal questions, email contact@vyradata.com.

For privacy and data-rights requests, email privacy@vyradata.com.

For security issues and vulnerability reports, email security@vyradata.com.

You can reach us at VYRA Data Inc., Halifax, Nova Scotia, Canada.