Terms & Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and GNOSIS Ethical Intelligence ("GNOSIS," "we," "us," or "our"), governing your access to and use of the website located at www.gnosisethical.com (the "Website"), the GNOSIS accountability infrastructure platform (the "Platform"), and all related services, features, content, and applications offered by GNOSIS (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Services.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "your" will refer to that organization.

2. Description of Services

GNOSIS provides an accountability infrastructure platform designed for high-risk environments. Our Services include, but are not limited to:

• Preemptive compliance and predictive risk modeling tools.
• Accountability infrastructure for capturing, structuring, and preserving workplace documentation.
• Case management, accommodation tracking, and workforce analytics.
• Demo access, evaluation environments, and consultation services.
• Informational content, whitepapers, and industry insights.

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

3. Eligibility

You must be at least 18 years of age to use our Services. By using the Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms. If you are under 18, you may not use the Services under any circumstances.

4. User Accounts

4.1 Account Registration

Certain features of the Services may require you to create an account. When you create an account, you agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete.

4.2 Account Security

You are responsible for safeguarding your account credentials, including your password, and for any activities or actions under your account. You agree to immediately notify GNOSIS of any unauthorized use of your account or any other breach of security. GNOSIS will not be liable for any loss or damage arising from your failure to comply with this section.

4.3 Account Termination

We reserve the right to suspend or terminate your account and access to the Services at our sole discretion, without notice, for conduct that we determine violates these Terms, is harmful to other users, third parties, or the business interests of GNOSIS, or for any other reason.

5. Acceptable Use Policy

You agree not to use the Services to:

• Violate any applicable local, provincial, national, or international law, regulation, or ordinance.
• Infringe upon or violate the intellectual property rights, privacy rights, or other rights of any third party.
• Transmit any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
• Transmit any unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, or pyramid schemes.
• Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Interfere with or disrupt the Services or servers, networks, or systems connected to the Services.
• Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services through hacking, password mining, or any other means.
• Use any automated system, including but not limited to robots, spiders, scrapers, or offline readers, to access the Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Collect or harvest any personally identifiable information from the Services without authorization.
• Use the Services for any commercial purpose not expressly permitted by GNOSIS.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software used in the provision of the Services.

6. Intellectual Property Rights

6.1 Ownership

The Services and all content, features, and functionality thereof, including but not limited to all text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the design, selection, and arrangement thereof (collectively, "Content"), are the exclusive property of GNOSIS or its licensors and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

6.2 Limited License

Subject to these Terms, GNOSIS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes. This license does not include the right to: (a) modify or copy the Content; (b) use the Content for any commercial purpose or public display; (c) attempt to decompile or reverse engineer any software contained in the Services; (d) remove any copyright or other proprietary notations from the Content; or (e) transfer the Content to another person or "mirror" the Content on any other server.

6.3 Trademarks

"GNOSIS," "GNOSIS Ethical Intelligence," "Accountability Infrastructure," and all related names, logos, product and service names, designs, and slogans are trademarks of GNOSIS or its affiliates. You may not use such marks without the prior written permission of GNOSIS. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.

7. User Content

You may submit content, data, or information through the Services ("User Content"). You retain all rights in your User Content and are solely responsible for its legality, reliability, accuracy, and appropriateness.

By submitting User Content, you grant GNOSIS a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, process, adapt, modify, and display such User Content solely for the purpose of providing, improving, and developing the Services. This license terminates when you delete your User Content or your account, except where your User Content has been shared with others who have not deleted it, or where retention is necessary for legal or legitimate business purposes.

8. Confidentiality

Each party agrees to hold in confidence all Confidential Information disclosed by the other party. "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the receiving party.

GNOSIS implements industry-standard security measures to protect the confidentiality and integrity of data processed through the Platform, as further described in our Privacy Policy.

9. Payment Terms

Certain Services may be offered on a subscription or fee basis. If you subscribe to a paid Service, you agree to pay all applicable fees as described at the time of purchase. All fees are exclusive of applicable taxes, which you are responsible for paying.

GNOSIS reserves the right to change its pricing at any time. Any price changes will be communicated to you in advance and will take effect at the start of the next subscription period. If you do not agree with the new pricing, you may cancel your subscription before the new pricing takes effect.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GNOSIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

GNOSIS does not warrant that: (a) the Services will be uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Services will be accurate or reliable; (c) the quality of any products, services, information, or other material obtained through the Services will meet your expectations; or (d) any errors in the Services will be corrected.

The Services are not intended to constitute legal advice, compliance advice, or professional consulting services. You should consult qualified professionals regarding your specific compliance, legal, and regulatory needs.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GNOSIS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of, or inability to access or use, the Services;
• Any conduct or content of any third party on the Services;
• Any content obtained from the Services;
• Unauthorized access, use, or alteration of your transmissions or content;
• Any errors, mistakes, or inaccuracies in the Services.

IN NO EVENT SHALL GNOSIS'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO GNOSIS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

12. Indemnification

You agree to defend, indemnify, and hold harmless GNOSIS, its directors, officers, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Services; (c) your User Content; (d) your violation of any third-party right, including any intellectual property right, publicity, confidentiality, or privacy right; or (e) your violation of any applicable law, rule, or regulation.

13. Force Majeure

GNOSIS shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond GNOSIS's reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, labor disputes, shortages of transportation, facilities, fuel, energy, labor, or materials, failure of telecommunications or information systems infrastructure, hacking, internet or power failures, or governmental actions.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Newfoundland and Labrador, Canada, and the federal laws of Canada applicable therein, without regard to its conflict of law provisions.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall first be submitted to good faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may submit the dispute to the exclusive jurisdiction of the courts of the Province of Newfoundland and Labrador, Canada.

You agree that any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

15. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity of any provision shall not affect the validity and enforceability of the remaining provisions.

16. Waiver

No waiver by GNOSIS of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of GNOSIS to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

17. Entire Agreement

These Terms, together with the Privacy Policy and any other agreements or policies referenced herein, constitute the entire agreement between you and GNOSIS with respect to the Services and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and GNOSIS relating to the Services.

18. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without GNOSIS's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. GNOSIS may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

19. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of these Terms and, where required by applicable law, provide additional notice. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop using the Services.

20. Contact Information

If you have any questions about these Terms, please contact us at: