Terms of Service

1. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the date shown at the top of this page. If a change is material, we will make reasonable efforts to notify you, for example by email or a notice on the Site. Continuing to use the Services after a change takes effect means you accept the updated Terms. If you do not accept them, stop using the Services.

2. Who May Use the Services

The Services are intended for business and professional use. You may use them only if you are at least the age of majority where you live and are able to enter into a binding contract. If you are using the Services on behalf of a company, firm, or other organization, you represent that you have authority to bind that organization to these Terms, and “you” refers to both you and that organization.

The Services are not directed to consumers and are not intended for personal, family, or household purposes.

3. The Site and the Platform

The Site is our public marketing website. Anyone may browse it. The platform is the DataFloat application itself, and access to it is currently limited to participants we admit to our pilot program. Some sections below apply only once you have platform access, and they say so.

4. Waitlist and Pilot Applications

You may join our waitlist or apply to our pilot program through the Site. Applying does not create any obligation on our part. We review applications at our discretion and may accept or decline any application for any reason, or for no reason. Nothing on the Site is an offer to provide the platform to you.

You agree that the information you give us in an application is accurate and that you will keep it up to date if it changes in a way that matters to your participation.

5. Pilot Program

If we admit you to the pilot program, the following apply for as long as your participation continues:

• The platform is pre-release. It is under active development, may contain defects, and may change, break, or become unavailable without notice. We do not offer any uptime commitment or service level agreement during the pilot.
• Access is personal to you. Do not share your credentials, and do not give access to anyone outside your organization without our written agreement.
• Either of us can end it. You may leave the pilot at any time. We may end or suspend your participation at any time, with or without cause.
• The pilot is a paid program. The fees, the billing period, and the length of your pilot term are set out in the order form or written agreement we sign with you. Those commercial terms control if they conflict with anything in this section.
• Payment. Fees are due as stated in your order form. Amounts are exclusive of sales, use, VAT, GST, HST, and similar taxes, which you are responsible for, other than taxes on our income. If an invoice is overdue we may suspend your access after giving you reasonable notice and an opportunity to bring the account current.
• Pilot pricing is not a commitment to future pricing. The rate you agree for the pilot does not entitle you to that rate once the product becomes generally available. We will tell you before any change to what you pay takes effect, and you may end your participation rather than accept it.

6. Confidentiality of Pre-Release Materials

Through the pilot you may see features, designs, roadmaps, performance information, and other material that we have not made public. You agree to keep that material confidential, to use it only to evaluate and use the Services, and not to publish benchmarks, screenshots, or reviews of unreleased functionality without our prior written consent. This does not apply to information that is already public through no fault of yours, that you already had, or that you are legally required to disclose.

Nothing here prevents you from telling others that you are a DataFloat pilot participant, or from discussing your own experience of generally available features.

7. Connecting Accounts and Client Data

The platform connects to third-party systems such as QuickBooks Online in order to read your data and your clients' data. This section is important, because many of our users are accountants and fractional CFOs who connect books that belong to someone else.

• You represent and warrant that you have all rights, authorizations, and consents necessary to connect each account you connect, and to allow us to access, process, and store the data in it as described in our Privacy Policy and Trust & Security page.
• Where the data belongs to a client of yours, you are responsible for obtaining that client's permission and for meeting any professional, contractual, or regulatory duty you owe them.
• You retain ownership of your data and your clients' data. You grant us a limited licence to host, process, and display that data solely to provide the Services to you, and to maintain and improve them in ways that do not involve disclosing your data to others.
• We do not sell your data, and we do not use it to train artificial intelligence models. Our current data handling practices, including every third party that processes your data, are described on our Trust & Security page.
• Your use of a connected third-party system remains governed by your agreement with that provider. We are not responsible for a third-party system's availability, accuracy, or acts.

8. Acceptable Use

You agree not to:

• use the Services in violation of any law, or in violation of any professional or regulatory obligation that applies to you;
• connect data you are not authorized to connect, or upload material you do not have the right to share with us;
• attempt to gain unauthorized access to the Services, other users' accounts, or our systems, or probe or test their security except as expressly permitted by our responsible disclosure process;
• reverse engineer, decompile, scrape, or copy any part of the Services, except where that restriction is prohibited by law;
• resell, sublicense, or provide the Services to a third party as a service bureau, other than delivering your own professional services to your own clients using the platform as intended;
• interfere with the operation of the Services, including by overloading, flooding, or circumventing rate limits or other protective measures; or
• use the Services to build or train a competing product.

9. Feedback

We actively ask pilot participants for feedback, and your input shapes what we build. If you send us ideas, suggestions, feature requests, bug reports, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it for any purpose, including to develop and commercialize our products, with no obligation to compensate or credit you. You are not required to give us feedback. Please do not send us anything you consider confidential or proprietary, or anything you are not free to share.

10. Our Intellectual Property

The Services, including the software, interfaces, text, graphics, and the DataFloat name and logo, are owned by us or our licensors and are protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services for your internal business purposes and to deliver professional services to your clients. We reserve all rights not expressly granted.

Reports and other output you generate from your own data are yours to use with your clients, including where the platform lets you present them under your own branding.

11. No Professional Advice, and Your Responsibility for Output

DataFloat is a software tool, not an accountant, auditor, financial adviser, or tax adviser. Nothing produced by the Services, including dashboards, forecasts, scenarios, reports, and answers to questions you ask about your data, is accounting, audit, tax, legal, or investment advice, and none of it should be relied on as such.

Forecasts and scenario models are estimates based on historical data and assumptions. They are inherently uncertain and will not always be right. Some features use artificial intelligence, which can produce output that is incomplete, misleading, or incorrect even when it reads as confident and precise.

You are responsible for reviewing and verifying any output before you rely on it, act on it, or give it to a client. You remain solely responsible for the professional advice you give, for the accuracy of what you deliver to your clients, and for meeting the professional standards that apply to you. We are not a party to your engagement with your clients and assume no duty to them.

12. Third-Party Services and Links

The Services rely on third-party providers and may link to third-party sites. We do not control them, we are not responsible for their content or practices, and their terms and privacy policies govern your use of them. The providers that process data on our behalf are listed on our Trust & Security page.

13. Disclaimers

To the fullest extent permitted by law, the Services are provided “as is” and “as available”, without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and any warranties arising from a course of dealing or usage of trade.

We do not warrant that the Services will be uninterrupted, timely, secure, or error free, that any data will be accurate or complete, or that defects will be corrected. This is particularly true during the pilot, which is expressly pre-release.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

14. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill, or business interruption, even if advised of the possibility.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to these Terms or the Services will not exceed the greater of the amounts you paid us for the Services in the twelve months before the event giving rise to the claim, or one hundred Canadian dollars (CAD $100). You acknowledge that these limits reflect a reasonable allocation of risk between us, and that we would not provide the Services on these commercial terms without them.

Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

15. Indemnification

You agree to indemnify and hold harmless DataFloat Solutions Inc. and its directors, officers, employees, and agents from any claim, demand, loss, or expense, including reasonable legal fees, arising out of your use of the Services, your breach of these Terms, your violation of any law, or a claim that you lacked the rights or consents required to connect data under Section 7.

16. Suspension and Termination

You may stop using the Services at any time. We may suspend or terminate your access at any time if we reasonably believe you have breached these Terms, if your use poses a risk to us, other users, or third parties, or if we discontinue the Services.

If we terminate for convenience, or discontinue the Services during a term you have already paid for, we will refund the unused portion of your prepaid fees on a pro-rata basis. No refund is owed where we terminate because you breached these Terms, or where you choose to leave partway through a term for which you have already been invoiced.

On termination, your right to use the Services ends immediately. You may ask us to delete data we hold about you and any data synced from accounts you connected. Our current disconnection and deletion process is described on our Trust & Security page. Sections that by their nature should survive termination will survive, including Sections 5 (as to fees accrued), 9, 10, 11, 13, 14, 15, and 17.

17. Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it, without regard to conflict of law principles. You and we agree to the exclusive jurisdiction of the courts located in the Province of Ontario for any dispute arising out of or relating to these Terms or the Services, and each of us waives any objection to that venue.

Before starting a formal proceeding, we ask that you contact us so we can try to resolve the matter directly. Most issues can be sorted out that way.

18. General

• Entire agreement. These Terms, together with our Privacy Policy and any written agreement we sign with you, are the entire agreement between us about the Services. A signed agreement controls where it conflicts with these Terms.
• Severability. If any provision is found unenforceable, the rest stays in effect and that provision is limited to the minimum extent necessary.
• No waiver. If we do not enforce a provision, that is not a waiver of our right to enforce it later.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control.
• Relationship. These Terms do not create a partnership, joint venture, agency, or employment relationship between us.

19. Contact Us

Questions about these Terms, or any legal notice, should go to legal@datafloat.app.