TERMS OF SERVICE

Effective Date: May 29, 2026
Last Updated: May 29, 2026

1. AGREEMENT TO THESE TERMS

These Terms of Service (“Terms”) form a legally binding agreement between you — whether individually or on behalf of an entity (“you”, “your”, or “Customer”) — and Actuality Live Inc. (“Actuality”, “we”, “us”, or “our”), governing your access to and use of our website, platform, software, and related services (collectively, the “Services”).

By creating an account, accessing, or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “you” and “Customer” refer to that entity. Where you and Actuality have signed a separate written agreement (for example, a Master Services Agreement or Order Form), that agreement controls to the extent it conflicts with these Terms.

2. DEFINITIONS

• “Customer Content” means all materials, documents, data, prompts, files, and other information you or your authorized users upload, submit, or generate through the Services, including RFPs, proposals, resumes, project records, and personnel information.
• “AI Features” means functionality within the Services that uses artificial intelligence, machine learning, or large language models to generate, draft, summarize, classify, match, or otherwise process content.
• “Output” means content produced by the AI Features in response to Customer Content or your instructions.
• “Authorized Users” means individuals you permit to access the Services under your account.
• “Services” has the meaning given in Section 1.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

To use the Services you must:

• Be at least 18 years old;
• Provide accurate, current, and complete registration information and keep it updated;
• Maintain the confidentiality of your account credentials and be responsible for all activity under your account; and
• Be authorized to act on behalf of any entity you register.

You are responsible for the acts and omissions of your Authorized Users, and for ensuring they comply with these Terms. Notify us promptly at hello@actuality.live of any unauthorized use of your account. We may suspend or terminate accounts that violate these requirements.

4. SUBSCRIPTIONS, FEES, AND PAYMENT

Subscription Plans. The Services are offered under subscription tiers described at the time of purchase or in an applicable Order Form. Plan features, limits, and pricing are as set out at purchase.

Billing and Auto-Renewal. Subscriptions are billed in advance and automatically renew for successive terms (annually, unless otherwise stated) unless you cancel before the end of the then-current term. By subscribing, you authorize us to charge your payment method on a recurring basis until you cancel.

Cancellation. You may cancel at any time through your account or by contacting hello@actuality.live. Cancellation takes effect at the end of your current paid term, and you will retain access until then.

Refunds. Except where required by applicable law, fees are non-refundable, and we do not provide refunds or credits for partial periods.

Late Payments. We provide a 30-day grace period for late payments. Overdue amounts may accrue interest at 1.5% per month (or the maximum permitted by law, if lower), and you are responsible for reasonable costs of collection, including legal fees. If payment remains outstanding after the grace period, we may suspend or terminate your access. All fees are payable in U.S. dollars unless otherwise stated, are non-cancellable, and are calculated without set-off or deduction.

Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, GST/HST, and similar taxes, excluding taxes on our net income.

Price Changes. We may change pricing for future terms. We will give you at least 30 days' notice before any price increase takes effect at your next renewal, so that you have the opportunity to cancel before renewing. We reserve the right to correct any pricing errors or inaccuracies, even after an order is submitted, and to refuse or cancel any order.

5. ACCEPTABLE USE

You agree to use the Services lawfully and to comply with all applicable laws and regulations. You will not, and will not permit anyone to:

• Submit false, misleading, fraudulent, defamatory, or unlawful information;
• Upload content you do not have the right to upload, or that infringes any intellectual property, privacy, or other right;
• Use the Services to harass, abuse, threaten, or harm any person;
• Reverse engineer, decompile, disassemble, scrape, or attempt to derive the source code, models, or underlying structure of the Services, except to the extent this restriction is prohibited by law;
• Use any robot, spider, scraper, or automated means to access or extract data from the Services other than through functionality we provide;
• Resell, sublicense, or use the Services to build or train a competing product or service;
• Circumvent, disable, or interfere with security or access-control features;
• Introduce malware, viruses, or any harmful code, or otherwise disrupt the integrity or performance of the Services;
• Attempt to gain unauthorized access to the Services, other accounts, or our systems; or
• Use the Services in any manner that violates the rights of others or applicable law.

We may, but are not obligated to, monitor use of the Services and may remove content or suspend accounts engaged in prohibited conduct.

6. CUSTOMER CONTENT AND DATA

Your Ownership. As between you and Actuality, you retain all right, title, and interest in and to your Customer Content. We claim no ownership over it.

License to Us. You grant Actuality a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and create derivatives of Customer Content solely as necessary to provide, maintain, secure, and support the Services for you and your Authorized Users, and as otherwise instructed by you. This license ends when the relevant Customer Content is deleted, except for residual backup copies retained for a limited period or as required by law.

No Use of Your Content to Train AI Models. Actuality does not use Customer Content to train, fine-tune, or develop generalized or foundation AI or machine-learning models, and we do not permit our AI subprocessors to do so. Any use of de-identified or aggregated data to improve the Services is limited to operational and usage metadata and never exposes your Customer Content. (See our Privacy Policy for details.)

Usage and Aggregated Data. Actuality may collect, generate, and use technical, operational, and usage data relating to your use of the Services, and may create de-identified and aggregated data derived from such usage (collectively, “Usage Data”). Actuality owns all Usage Data and may use it for any lawful business purpose, including to operate, secure, analyze, benchmark, and improve the Services, provided that Usage Data is rendered non-identifying and does not reveal the substance of your Customer Content.

Your Responsibilities. You represent and warrant that you have all rights and consents necessary to upload Customer Content and to authorize our processing of it, including any personal information it contains. You are responsible for the accuracy, quality, and legality of your Customer Content.

7. AI FEATURES AND AI-GENERATED OUTPUT

You are interacting with AI. The Services use large language models and other AI to generate draft content. Outputs are machine-generated and probabilistic — they may be inaccurate, incomplete, outdated, or unsuitable for a given purpose, and identical inputs may produce different results.

Human review is required. Output is provided as a drafting aid only. You are solely responsible for reviewing, verifying, editing, and approving all Output before relying on it or submitting it to any client, agency, or third party (including in any RFP or proposal response). Output does not constitute professional, legal, engineering, architectural, or financial advice.

Ownership of Output. As between you and Actuality, and to the extent permitted by law, you own the Output generated from your Customer Content. You acknowledge that, under the laws of certain jurisdictions, purely machine-generated content may not be eligible for copyright or other intellectual-property protection, and Actuality makes no representation that Output is protectable or non-infringing. Because AI generates content based on patterns, similar or identical Output may be generated for other users.

Third-Party AI Providers. The AI Features rely on third-party model providers. Your use of the AI Features is also subject to those providers' applicable usage policies, and we contract for terms that prohibit the use of your Customer Content to train their models.

8. INTELLECTUAL PROPERTY RIGHTS

Our IP. Actuality and its licensors retain all right, title, and interest in and to the Services, including all software, AI models and configurations, website design, text, graphics, and the “Actuality” name, logos, and marks (the “Marks”). Except for the limited rights expressly granted to you, no rights are transferred to you.

License to You. Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during your subscription term.

Restrictions. You may not copy, modify, distribute, sell, license, publicly display, or create derivative works of any part of the Services or Marks except as expressly permitted. We reserve all rights not expressly granted.

9. FEEDBACK

If you provide suggestions, ideas, or other feedback about the Services (“Feedback”), you grant Actuality a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that Feedback for any purpose, without obligation or compensation to you. Feedback is provided voluntarily and is not your Confidential Information.

10. THIRD-PARTY INTEGRATIONS

The Services may integrate with third-party software and platforms (for example, project-management, design, or email tools such as Procore, Revit, Gmail, or Outlook). Your use of any third-party service is governed by that third party's terms and privacy practices. Actuality is not responsible for third-party services, their availability, or their handling of your data, and we do not endorse them.

11. CONFIDENTIALITY

Each party may have access to the other's non-public information (“Confidential Information”). The receiving party will use the disclosing party's Confidential Information only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and contractors who need to know it and are bound by confidentiality obligations. Customer Content is your Confidential Information. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or rightfully obtained from a third party, and do not prevent disclosures required by law (with prompt notice where permitted).

12. BETA FEATURES

We may offer features identified as “beta,” “preview,” “early access,” or similar (“Beta Features”). Beta Features are provided “AS IS,” may contain errors, may change or be discontinued at any time, and are excluded from any service commitments and warranties. Use them at your own discretion.

13. TERM, SUSPENSION, AND TERMINATION

These Terms remain in effect while you use the Services.

Suspension. We may suspend or restrict your access to the Services, in whole or in part, immediately and without liability, if we reasonably determine that: (a) you have breached or are likely to breach these Terms; (b) your account is overdue after the 30-day grace period; (c) your use poses a security, legal, or operational risk to Actuality, the Services, or others; or (d) suspension is required by law or by a third-party provider. We will use reasonable efforts to notify you where practical, but advance notice is not required.

Termination. We may terminate these Terms or your access, with or without cause and with or without notice, including for any breach or suspected breach, misuse of the Services, non-payment, or unlawful conduct. You may terminate by cancelling your subscription as described in Section 4; cancellation takes effect at the end of your then-current term.

Effect of Termination. Upon termination, your right to use the Services ceases immediately. We will make Customer Content available for export for up to 30 days after termination, after which we may delete it, subject to legal and backup-retention requirements. Except where expressly required by law, all fees are non-refundable and any unpaid fees become immediately due. Sections that by their nature should survive (see Section 19) survive termination.

14. DISCLAIMERS

THE SERVICES, INCLUDING ALL AI FEATURES AND OUTPUT, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, ACTUALITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR FIT FOR YOUR PURPOSES. YOU USE THE SERVICES AND RELY ON OUTPUT AT YOUR OWN RISK.

15. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW:

• NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY.
• ACTUALITY, ITS AFFILIATES, AND ITS SUPPLIERS HAVE NO LIABILITY WHATSOEVER ARISING FROM OR RELATING TO AI FEATURES OR OUTPUT, INCLUDING ANY INACCURACY, ERROR, OR OMISSION IN OUTPUT OR ANY RELIANCE ON IT (INCLUDING IN ANY RFP OR PROPOSAL RESPONSE).
• ACTUALITY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, FROM ALL CAUSES AND UNDER ALL THEORIES, WILL NOT EXCEED THE AMOUNTS YOU ACTUALLY PAID TO ACTUALITY FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100) IF YOU HAVE PAID NOTHING.

This cap applies to all claims in the aggregate and is not increased by multiple claims. The cap does not limit (and nothing in these Terms limits): (a) your obligation to pay fees; or (b) liability that cannot be excluded or limited under applicable law (such as liability for fraud or, where non-excludable, gross negligence or willful misconduct).

Time Limit on Claims. Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim accrues, or it is permanently barred, except where applicable law prohibits such a limitation.

The parties acknowledge that the fees reflect this allocation of risk and that these limitations are an essential basis of the bargain. Some jurisdictions do not allow certain limitations; in those cases, the limitations apply to the maximum extent permitted.

16. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Actuality and its affiliates, and their respective officers, directors, employees, agents, and suppliers (the “Indemnified Parties”), from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your or your Authorized Users' access to or use of the Services; (b) your Customer Content, including any claim that it infringes, misappropriates, or violates any intellectual property, privacy, or other right, or any applicable law; (c) Output you use, distribute, or rely on; (d) your breach of these Terms or of any representation or warranty in them; or (e) your violation of any law or third-party right.

We may, at our option and your expense, assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate fully. You may not settle any claim in a way that imposes any obligation or admission on an Indemnified Party without our prior written consent.

No Warranty of Non-Infringement. Without limiting Section 14, Actuality provides no indemnity and makes no warranty regarding infringement; the Services and Output are provided “AS IS,” and you assume all risk that the Services or Output may be alleged to infringe third-party rights.

17. DATA PROTECTION

Our processing of personal information is described in our Privacy Policy. For customers subject to data-protection laws (such as the GDPR, CCPA/CPRA, PIPEDA, or Quebec's Law 25), a Data Processing Addendum (“DPA”) is available on request at hello@actuality.live and, once executed, is incorporated into these Terms.

18. EXPORT CONTROL AND SANCTIONS

The Services may be subject to export-control and economic-sanctions laws, including those of the United States (such as the U.S. Export Administration Regulations and regulations administered by the Office of Foreign Assets Control) and Canada. You represent and warrant that you are not located in, and will not access or use the Services from, any country or region subject to comprehensive sanctions, and that you are not a person with whom dealings are prohibited under applicable sanctions or export-control laws. You will not export, re-export, or transfer the Services in violation of those laws.

19. FORCE MAJEURE

Actuality is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, strikes, governmental action, pandemics, cyberattacks, or failures of internet, hosting, or third-party service providers.

20. GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law. These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules.

Informal Resolution. Before initiating arbitration, the parties agree to attempt in good faith to resolve any dispute informally for at least 30 days after written notice.

Binding Arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Delaware. Judgment on the award may be entered in any court of competent jurisdiction.

Exceptions. Either party may seek injunctive or equitable relief, or bring a claim to protect its intellectual property, in a court of competent jurisdiction. Claims may also be brought in small-claims court where eligible.

Class Action Waiver. To the fullest extent permitted by law, disputes will be resolved individually, and you waive any right to participate in a class, collective, or representative action.

Severability of this Section. If any part of this Section is held unenforceable, that part will be severed and the remainder enforced; if the class-action waiver is held unenforceable as to a particular claim, that claim will proceed in court.

21. MODIFICATIONS TO THE SERVICES

We may modify, suspend, or discontinue any part of the Services, temporarily or permanently, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance, except as expressly provided in a separate written agreement.

22. CHANGES TO THESE TERMS

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by posting the updated Terms with a new “Last Updated” date or by email). Your continued use of the Services after the changes take effect constitutes acceptance.

23. SURVIVAL

The following survive termination: Definitions; Customer Content and Data (Section 6); AI Features and Output (Section 7); Intellectual Property; Feedback; Confidentiality; Disclaimers; Limitation of Liability; Indemnification; Export Control; Governing Law and Dispute Resolution; Survival; and Miscellaneous.

24. MISCELLANEOUS

• Entire Agreement. These Terms, the Privacy Policy, any DPA, and any Order Form or written agreement between the parties constitute the entire agreement and supersede prior understandings on their subject matter.
• Severability. If any provision is found unenforceable, the remaining provisions remain in full effect.
• Waiver. Failure to enforce any provision is not a waiver of it.
• Assignment. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Notices. We may provide notices to you by email or through the Services. You may contact us at hello@actuality.live.
• Electronic Communications. You consent to receive communications and agreements electronically, which satisfy any legal requirement that they be in writing.
• No Agency. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
• Headings. Headings are for convenience only.

25. CONTACT

Questions about these Terms? Contact us at:

Actuality Live Inc.
2337 Sutton Drive, Burlington, Ontario, Canada
Email: hello@actuality.live