Protektant Platform Terms and User Protections

1.1 Who these Terms apply to

These Terms apply to any individual or entity that accesses or uses the Service, including visitors, account holders, Knowledge Holders, Indigenous Nation users, public authority users, corporate users, subscribers, administrators, invited users, API users, testers, and any other authorized or attempted user of the Service.

1.2 Binding agreement

These Terms form a binding agreement between you and TKI. If you use the Service on behalf of an Indigenous Nation, government, company, public authority, institution, or other entity, you represent and warrant that you are authorized to bind that entity, and “you” includes both you and that entity.

1.3 Additional incorporated documents

These Terms should be read together with the Protektant Privacy Policy, Cookie Policy, Refund Policy, and any other policy or supplemental terms that expressly apply to the Service or to a specific feature, account type, workflow, transaction, or user role.

1.4 If you do not agree

If you do not agree to these Terms, you must not access or use the Service.

2.1 Minimum age

The Service is not directed to children under 13. You may use the Service only if you are at least 13 years old and otherwise legally able to enter into this agreement. If you are between 13 and the age of majority in your jurisdiction, you may use the Service only with any consent, supervision, and authorization required by applicable law and by your parent, guardian, school, Nation, organization, or other responsible authority, as applicable.

2.2 Authority for organizational use

If you create, manage, or use an account for an Indigenous Nation, Indigenous government, public authority, company, institution, project, or other organization, you represent and warrant that you are authorized to do so and that your use of the Service is within the scope of your actual authority.

2.3 Accurate information

You must provide accurate, current, and complete account, registration, billing, and contact information, and you must promptly update it if it changes.

2.4 Compliance with law

You must use the Service in compliance with applicable law, these Terms, all applicable supplemental agreements, and any reasonable written instructions or policies issued by TKI in connection with security, access control, billing, support, or platform integrity.

3.1 Supplemental Agreements

Certain uses of the Service are governed by additional terms, notices, consents, click-through agreements, order forms, onboarding agreements, confidentiality agreements, API terms, mobile testing terms, enterprise terms, or other service-specific or role-specific agreements (each, a “Supplemental Agreement”).

Supplemental Agreements may include, by way of example only, Nation onboarding agreements, subscription agreements, data governance agreements, confidentiality agreements, implementation statements of work, support plans, or feature-specific terms accepted in product.

3.2 Order of precedence

If there is a conflict between these Terms and a Supplemental Agreement, the Supplemental Agreement controls for the subject matter it expressly governs. These Terms continue to apply to all other matters.

3.3 Policies incorporated by reference

The Protektant Privacy Policy, Cookie Policy, and Refund Policy are incorporated into these Terms by reference. If there is a conflict between these Terms and the Refund Policy on a refund-specific issue, the Refund Policy controls. If there is a conflict between these Terms and the Privacy Policy on a privacy-specific issue, the Privacy Policy controls, except to the extent a Supplemental Agreement expressly governs the same privacy or data issue.

4.1 Account responsibility

You are responsible for all activity that occurs under your account, credentials, tokens, API keys, device sessions, and authentication factors, whether or not authorized by you, unless and to the extent caused by TKI’s own breach of these Terms or applicable law.

4.2 Credential security

You must keep your login credentials, authentication devices, recovery codes, API keys, and other access credentials confidential and secure. You must not share credentials, lend accounts, or permit unauthorized access to the Service.

4.3 Multi-factor authentication and verification

TKI may require multi-factor authentication, identity verification, administrator approval, role verification, or additional access controls for some or all accounts, features, projects, or data categories. You agree to comply with these requirements as a condition of access.

4.4 Unauthorized access and compromise

You must notify TKI immediately if you know or suspect any unauthorized access, credential compromise, policy violation, suspicious activity, or security incident relating to your account or the Service.

4.5 Organizational administrators

If you are an administrator for an organization, Nation, project, or workspace, you are responsible for managing users, permissions, and access within your administrative scope. TKI may rely on administrative actions taken through the Service unless clearly notified of an error, misuse, or compromise.

5.1 Access is permission-based

Access to the Service and to any data, content, records, workflows, APIs, dashboards, or outputs is limited to the permissions, licenses, authorizations, settings, and role assignments that apply to your account and use case.

5.2 No access beyond authority

You must not access, attempt to access, facilitate access to, or use any data, content, feature, system area, or workflow unless you are expressly authorized to do so by TKI and, where applicable, by the relevant Indigenous Nation, Knowledge Holder, subscriber, administrator, or data owner.

5.3 Respect for governance, privacy, and confidentiality controls

You must respect all privacy settings, permission controls, masking rules, confidentiality designations, export restrictions, and governance decisions implemented within the Service or imposed through a Supplemental Agreement.

5.4 Shared and delegated access

You may not create unofficial shared accounts, pass-through access, or backdoor access paths unless TKI has expressly authorized them in writing or in-product.

7.1 User Content

“User Content” means any data, files, text, images, audio, video, documents, records, forms, submissions, comments, messages, prompts, configuration choices, support materials, or other content that you upload, submit, transmit, enter, generate, store, or make available through the Service.

7.2 Your ownership

As between you and TKI, you retain ownership of your User Content, subject to any rights, licenses, permissions, consents, and operational controls expressly granted under these Terms, the Privacy Policy, or a Supplemental Agreement applicable to that User Content.

7.3 Your responsibility for User Content

You represent and warrant that you have all rights, permissions, consents, legal bases, and authority necessary to submit, use, disclose, and permit processing of your User Content through the Service for the purposes for which you use the Service.

7.4 Baseline license to operate the Service

You grant TKI a non-exclusive, worldwide, royalty-free license to host, store, back up, reproduce, transmit, encrypt, process, adapt, format, display, perform, and otherwise use your User Content solely to the extent reasonably necessary to:

1. provide, operate, secure, maintain, support, and improve the Service for you and other authorized users;
2. authenticate users, enforce permissions, and administer accounts, subscriptions, and access rights;
3. prevent fraud, abuse, unauthorized access, and security incidents;
4. comply with law, legal process, and lawful governmental requests;
5. enforce these Terms and any applicable Supplemental Agreement; and
6. perform any other purpose expressly authorized by you or clearly disclosed in a policy, notice, workflow, or Supplemental Agreement applicable to that User Content.

7.5 Additional content-specific rights may apply

For some content types, workflows, or user roles, additional or different licenses, permissions, processing rules, governance terms, ownership allocations, or confidentiality obligations may apply under a Supplemental Agreement, accepted workflow, or policy that expressly governs that content. Those additional or different terms control for that subject matter.

7.6 No transfer of Nation sovereignty or special rights by implication

Nothing in these Terms alone transfers ownership of Indigenous Nation data, Traditional Knowledge, Ecological Knowledge, governance records, or other protected materials to TKI or to any other user, except as expressly provided in a Supplemental Agreement, accepted workflow, policy, or consent that specifically applies to that content and use case.

7.7 Moderation and removal

TKI may, but is not obligated to, review, refuse, remove, disable, quarantine, or preserve User Content if TKI reasonably believes it violates these Terms, a Supplemental Agreement, applicable law, a security policy, or the rights of any person or entity, or if doing so is necessary to protect the Service or any user.

7.8 Metadata, logs, and service-generated operational data

As between you and TKI, TKI owns and may use service-generated metadata, audit logs, telemetry, performance data, error logs, security events, service analytics, and other operational data generated by or about the Service, provided that TKI’s use of such data remains subject to applicable law, the Privacy Policy, and any applicable Supplemental Agreement.

7.9 De-identified and aggregated analytics

TKI may generate and use de-identified, aggregated, and statistical information derived from use of the Service for security, capacity planning, billing validation, service analytics, fraud prevention, operational integrity, compliance, and product improvement, provided that such information does not identify you or disclose your protected content except as permitted by applicable law or a Supplemental Agreement.

7.10 No training of general-purpose models on protected content without express authorization

Unless a Supplemental Agreement, product feature notice, or explicit consent flow clearly states otherwise, TKI will not use your protected User Content to train publicly shared or general-purpose artificial intelligence models.

8.1 Privacy Policy

TKI’s collection, use, disclosure, storage, and protection of personal information and other covered data are governed by the Protektant Privacy Policy, as updated from time to time.

8.2 Cookie Policy

TKI’s use of cookies and similar technologies is governed by the Protektant Cookie Policy, as updated from time to time.

8.3 Service communications

You agree that TKI may send you transactional, legal, security, administrative, operational, and support communications by email, in-product message, SMS where authorized, or other reasonable electronic means. These communications are part of the Service and may be necessary for account security, billing, support, compliance, and operation of the Service.

8.4 Optional marketing communications

If TKI sends marketing communications, you may opt out using the unsubscribe mechanism provided or by contacting TKI, subject to any communications that are necessary for the operation or administration of the Service.

9.1 Paid Services

Some parts of the Service may require payment, subscription, plan enrollment, usage-based fees, processing fees, implementation fees, support fees, or other charges. If you purchase or use a paid Service, you agree to pay all applicable amounts when due.

9.2 Billing and payment processors

TKI may use third-party payment processors and billing providers. Your payments may be subject to the third party’s terms and processing requirements in addition to these Terms.

9.3 Taxes

Unless expressly stated otherwise, fees are exclusive of applicable taxes, duties, levies, withholdings, and government charges. You are responsible for all applicable taxes except taxes based on TKI’s net income.

9.4 Subscription terms and renewals

If a paid Service renews automatically or includes recurring billing, the applicable pricing, interval, renewal mechanics, cancellation rules, and billing details will be presented at checkout, in your order, in your plan terms, or in a Supplemental Agreement.

9.5 Refunds

Refund eligibility, refund exclusions, grace periods, and refund procedures are governed by the Protektant Refund Policy and any applicable Supplemental Agreement. Where access to protected subscription content, data, or paid features makes a charge non-refundable under the Refund Policy, those rules apply.

9.6 Non-payment

If you fail to pay amounts due, TKI may suspend or terminate access to the applicable paid Service, downgrade features, restrict exports, revoke entitlements, charge lawful late amounts where permitted, or take other reasonable steps to collect amounts owed.

10.1 TKI ownership

The Service, including all software, source code, object code, interfaces, user interface elements, workflows, dashboards, documentation, templates, schemas, taxonomies, prompts, models, reports, visuals, graphics, designs, audio, video, compilations, metadata structures, system architecture, service marks, trade names, trademarks, logos, and all related intellectual property rights, are owned by TKI or its licensors and are protected by applicable law.

10.2 Limited license to you

Subject to your compliance with these Terms and any applicable Supplemental Agreement, TKI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal, authorized, lawful use in accordance with the permissions, plans, and purposes for which the Service is made available to you.

10.3 No transfer of rights

Except for the limited license expressly granted above, no right, title, or interest in or to the Service is transferred to you. No implied license is granted.

10.4 Marks and branding

You may not use TKI’s names, product names, logos, trademarks, service marks, or other brand features without TKI’s prior written consent, except for truthful, referential use permitted by law.

12.1 Third-party services

The Service may interoperate with, link to, embed, or rely on third-party services, infrastructure, payment processors, identity providers, app stores, cloud providers, communications tools, mapping tools, analytics tools, or other third-party components. TKI is not responsible for third-party services except to the extent expressly stated in a Supplemental Agreement or required by applicable law.

12.2 Third-party terms

Your use of third-party services may be subject to separate terms, privacy policies, or technical requirements imposed by the applicable third party.

12.3 App stores

If you download a mobile application for the Service through an app store or platform provider, your use of that application may also be subject to the app store’s rules. TKI, not the app store provider, is responsible for the Service unless mandatory law or the store terms provide otherwise.

14.1 No guaranteed uninterrupted availability

TKI will use commercially reasonable efforts to operate the Service, but the Service may be unavailable from time to time for maintenance, upgrades, testing, security work, incident response, third-party outages, force majeure events, or reasons beyond TKI’s reasonable control.

14.2 Maintenance, updates, and modifications

TKI may modify, update, improve, patch, restrict, or discontinue any aspect of the Service at any time, including features, integrations, interfaces, workflows, APIs, or supported devices, if TKI reasonably determines that doing so is necessary or appropriate for security, compliance, supportability, technical evolution, business needs, or platform integrity.

14.3 Support and service levels

Unless a Supplemental Agreement expressly provides otherwise, TKI does not commit to any specific uptime, service level, support response time, support scope, or feature retention period.

14.4 Service notices

TKI may provide operational, maintenance, outage, incident, or change notices through the Service, by email, on a status page, or by other reasonable means.

15.1 Security, integrity, and compliance monitoring

TKI may monitor use of the Service, preserve and review logs, and investigate activity relating to the Service as reasonably necessary to operate the Service, protect platform integrity, enforce these Terms, prevent fraud, investigate misconduct, respond to legal process, verify billing or refund eligibility, or comply with law.

15.2 No general duty to monitor

TKI is not obligated to monitor all activity or content, and failure to monitor does not waive any right or remedy.

15.3 Cooperation

You agree to reasonably cooperate with TKI in connection with investigations of suspected misuse, security incidents, fraud, payment disputes, access disputes, or violations of these Terms or a Supplemental Agreement.

16.1 Suspension or restriction by TKI

TKI may suspend, restrict, or disable your access to some or all of the Service immediately, with or without prior notice, if TKI reasonably believes:

1. you breached these Terms or a Supplemental Agreement;
2. your use poses a security, privacy, legal, confidentiality, or operational risk;
3. your account, credentials, or environment may be compromised;
4. payment is overdue;
5. a third-party provider, legal obligation, court order, or government authority requires or reasonably supports suspension; or
6. suspension is necessary to protect the Service, TKI, users, Indigenous Nations, data owners, or third parties.

16.2 Termination by you

You may stop using the Service at any time. If you want to terminate a paid subscription, organization account, or other continuing service arrangement, you must follow the applicable cancellation procedures in the Service or in the relevant Supplemental Agreement.

16.3 Termination by TKI

TKI may terminate these Terms or your access to the Service if the grounds for suspension are not cured within a reasonable time, if the issue is not curable, if required by law, or if TKI discontinues the Service or the relevant offering.

16.4 Effect of suspension or termination

Upon suspension or termination, your right to access and use the affected portion of the Service stops immediately to the extent stated by TKI or required by the applicable circumstances. TKI may preserve or delete data in accordance with applicable law, the Privacy Policy, recordkeeping obligations, backup cycles, and any applicable Supplemental Agreement.

16.5 Survival

Any provision of these Terms that by its nature should survive suspension or termination survives, including provisions relating to payment obligations, intellectual property, acceptable use, feedback, monitoring, disclaimers, limitations of liability, indemnity, dispute resolution, notices, and interpretation.

17.1 General disclaimer

Except as expressly stated in a Supplemental Agreement, the Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, TKI disclaims all warranties, representations, conditions, and guarantees of any kind, whether express, implied, statutory, or collateral, including implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, completeness, availability, and uninterrupted or error-free operation.

17.2 No professional advice

The Service and any outputs, reports, forms, templates, visualizations, recommendations, alerts, or summaries generated or displayed by the Service are not legal advice, regulatory advice, fiduciary advice, environmental advice, consultation advice, or professional advice of any kind, unless a Supplemental Agreement expressly states otherwise. You are responsible for obtaining independent advice where appropriate and for your own decisions, actions, and compliance obligations.

17.3 Third-party services and connectivity

TKI does not warrant the performance, security, availability, or compatibility of any third-party service, internet connection, device, browser, operating system, payment processor, or external integration.

18.1 Indirect damages excluded

To the maximum extent permitted by applicable law, TKI and its directors, officers, employees, contractors, affiliates, licensors, suppliers, and service providers will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, business opportunity, goodwill, anticipated savings, reputation, data, or business interruption, arising out of or related to the Service or these Terms, even if advised of the possibility of such damages.

18.2 Aggregate liability cap

To the maximum extent permitted by applicable law, the total aggregate liability of TKI and its directors, officers, employees, contractors, affiliates, licensors, suppliers, and service providers arising out of or related to the Service or these Terms will not exceed the greater of:

1. one hundred Canadian dollars (CAD $100); and
2. the total amount paid by you directly to TKI for the specific paid Service giving rise to the claim in the twelve (12) months immediately preceding the event giving rise to the claim.

18.3 Basis of the bargain

You acknowledge that the disclaimers and limitations in these Terms are a fundamental basis of the bargain between you and TKI and that TKI would not provide the Service on the same terms without them.

18.4 Non-waivable rights

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law. If you have non-waivable rights under consumer protection, privacy, or other mandatory law, these Terms do not limit those rights except to the extent permitted by law.

20.1 First step: contact us

Before starting a formal legal proceeding, you agree to contact TKI and attempt in good faith to resolve the dispute informally by sending notice in accordance with Section 22.1. Each party will use reasonable efforts to resolve the dispute informally within thirty (30) days after notice.

20.2 Supplemental dispute terms control where applicable

If a Supplemental Agreement includes a dispute resolution, arbitration, jurisdiction, venue, injunctive relief, or governing law provision, that provision controls for the subject matter it expressly governs.

20.3 Governing law

Subject to Section 20.2 and to any mandatory law that applies notwithstanding this choice, these Terms and any non-contractual disputes arising out of or related to them are governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of laws principles.

20.4 Venue

Subject to Section 20.2 and to any mandatory law that applies notwithstanding this clause, the parties attorn to the exclusive jurisdiction of the courts located in Ottawa, Ontario, for any dispute arising out of or related to these Terms or the Service.

20.5 Injunctive relief

Nothing in these Terms prevents TKI from seeking urgent injunctive, equitable, or other protective relief in any court of competent jurisdiction for actual or threatened misuse of the Service, intellectual property infringement, unauthorized access, confidentiality breach, security breach, or other conduct likely to cause irreparable harm.

21.1 Updates

TKI may update these Terms from time to time to reflect changes to the Service, security practices, law, business operations, product offerings, or risk management requirements.

21.2 Notice of material changes

If TKI makes a material change to these Terms, TKI will provide notice by posting the updated Terms on the Service, by email, through an in-product notice, or by another reasonable method. Unless a shorter period is required for legal, security, fraud-prevention, or operational reasons, material changes will take effect no sooner than thirty (30) days after notice.

21.3 Continued use

Your continued access to or use of the Service after the effective date of updated Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.

22.1 How to send notice to TKI

Unless a Supplemental Agreement expressly provides a different notice method, notices to TKI under these Terms must be sent to:

22.2 How TKI may send notice to you

TKI may send notices to you using the email address associated with your account, by in-product message, by posting within the Service, by posting on a status or legal page, or by any other reasonable method. You are responsible for keeping your contact information current.

22.3 When notice is effective

Electronic notice is effective when sent or posted, unless the notice expressly states a later effective date.

23.1 Entire agreement

These Terms, together with the Privacy Policy, Cookie Policy, Refund Policy, and any applicable Supplemental Agreement, constitute the entire agreement between you and TKI regarding the Service, and supersede prior or contemporaneous understandings regarding the same subject matter, except to the extent a Supplemental Agreement expressly preserves or replaces prior terms for a specific subject matter.

23.2 No waiver

No failure or delay by TKI in exercising any right or remedy under these Terms will operate as a waiver of that right or remedy.

23.3 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law.

23.4 Assignment

You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations under them without TKI’s prior written consent. TKI may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, reorganization, sale of assets, financing, change of control, or to an affiliate.

23.5 Force majeure

TKI is not liable for any delay, failure, or interruption resulting from causes beyond its reasonable control, including natural disasters, fire, flood, war, terrorism, civil disturbance, labour disruption, internet or telecommunications failure, third-party service outage, governmental action, epidemic, pandemic, or power failure.

23.6 Relationship of the parties

These Terms do not create any partnership, joint venture, fiduciary relationship, employment relationship, agency relationship, or franchise relationship between you and TKI.

23.7 Third-party beneficiaries

Except as expressly stated in these Terms, these Terms do not create any third-party beneficiary rights.

23.8 Interpretation

Headings are for convenience only and do not affect interpretation. The words “including,” “include,” and similar terms mean “including without limitation.” Any ambiguity will not be construed against a party solely because that party drafted the provision.

23.9 Language

These Terms may be made available in more than one language. Subject to applicable law, the version presented to and accepted by you governs. If TKI designates an official bilingual version for legal purposes, that designated version governs.

23.10 Contact

Questions about these Terms may be sent to contact@protektant.com.