Terms and Conditions

Last Modified: 6/26/2025

1. ACCEPTANCE OF TERMS

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“User” or “you”) and 99 Ravens AI Ltd. (“99 Ravens,” “we,” “our,” or “us”), a corporation organized under the laws of Ontario, Canada. By accessing or using our AI-powered platform “Raven” (the “Software” or “Service”), you acknowledge that you have read, understood, and agree to be bound by these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SOFTWARE.

2. DEFINITIONS
  • “Account” means the user account you create to access the Software
  • “Background IP” means each party’s pre-existing intellectual property
  • “Confidential Information” means proprietary and/or confidential information related to the business of the disclosing party
  • “Software” or “Service” means 99 Ravens’ AI-powered platform for marketing strategy evaluation and optimization
  • “User Content” means any content, data, or materials you upload, input, or provide to the Software
  • “Work Product” means any materials, outputs, or deliverables generated as a direct result of your use of the Software
3. RELATIONSHIP TO OTHER AGREEMENTS

These Terms serve as the baseline user agreement for all Software users. Your organization may have entered into a separate Master Services Agreement or other written agreement with 99 Ravens that governs the commercial relationship, data handling, and service levels. In case of any conflict between these Terms and your organization’s agreement with 99 Ravens, your organization’s agreement will control the commercial and technical aspects, while these Terms will continue to govern individual user conduct and responsibilities not specifically addressed in that agreement.

4. ORGANIZATIONAL AGREEMENTS

Your use of the Software may be governed by a Master Services Agreement or other contract between 99 Ravens and your organization. You should contact your organization’s administrator or legal department if you have questions about the specific terms that apply to your organization’s use of the Software. Individual users remain bound by the user conduct provisions in these Terms regardless of any organizational agreement.

5. SOFTWARE LICENSE AND ACCESS
5.1 License Grant

Subject to your compliance with these Terms, 99 Ravens grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely for your internal business purposes.

5.2 Account Creation and Security
  • You must create an account to access the Software
  • You are responsible for maintaining the confidentiality of your account credentials
  • You must not share your account with others or allow unauthorized access
  • You must notify us immediately of any unauthorized use of your account
  • You represent that all information provided during account creation is accurate and complete
5.3 Permitted Use

You may use the Software to:

  • Develop and evaluate marketing strategies
  • Generate marketing content and analyses
  • Access industry data and insights provided through the platform
  • Collaborate with team members within your organization
5.4 Prohibited Use

You agree not to:

  • Reverse engineer, decode, or attempt to copy the Software’s underlying logic or workflow
  • Use the Software for any unlawful purpose or in violation of any applicable laws
  • Upload any viruses, malicious code, or harmful content
  • Attempt to gain unauthorized access to any part of the Software or related systems
  • Use the Software to infringe upon any third party’s intellectual property rights
  • Share your account credentials or allow unauthorized access to your account
  • Use the Software in any way that could damage, disable, or impair the service
6. USER CONTENT AND DATA
6.1 Your Content Ownership

You retain ownership of all User Content you upload to the Software, including but not limited to marketing strategies, campaign information, brand guidelines, and other business documents.

6.2 Content Restrictions

You agree not to upload or provide:

  • Personal identifiable information (PII) of individuals who are not users of the Service
  • Any personal information of individuals under 18 years of age
  • Sensitive personal information including government-issued identifiers, financial account information, health information, or biometric data
  • Any content that violates applicable laws or third-party rights
  • Any content containing viruses, malware, or other harmful code
6.3 License to Your Content

You grant 99 Ravens a limited, royalty-free license to use your User Content solely for the purpose of providing the Software and related services. This license ends when you delete the content or terminate your account.

6.4 Data Storage and Security
  • Your data is stored in an isolated cloud environment unique to your organization
  • We implement appropriate technical and organizational security measures
  • Your data can only be accessed by authorized users in your organization and authorized 99 Ravens personnel for support purposes
7. INTELLECTUAL PROPERTY
7.1 99 Ravens’ Ownership

99 Ravens retains all ownership rights in the Software, including any updates, improvements, or new features. This includes all underlying algorithms, models, and proprietary methods.

7.2 Your Work Product

You retain ownership of Work Product you create using the Software. Work Product includes reports, analyses, strategies, and other materials generated through your use of the Software.

7.3 System Telemetry

99 Ravens may collect and retain anonymized usage data, including user interaction patterns, feature usage statistics, and system performance metrics (“System Telemetry”). This data will not include your proprietary business content.

7.4 Feedback

Any feedback, suggestions, or ideas you provide about the Software may be used by 99 Ravens to improve the platform without any obligation to you.

8. THIRD-PARTY SERVICES AND DATA
8.1 Third-Party Partners

The Software may integrate data or services from third-party partners (“Third-Party Partners”) who may pay 99 Ravens for the right to do so. Access to such services may be subject to additional terms and conditions from those providers, which you agree to review and accept when prompted.

8.2 Data Sharing with Third-Party Partners

Certain Third-Party Partner services may require sharing of aggregated, anonymized usage data. We will obtain appropriate consent before sharing any data that could identify you or your organization. Third-Party Partners do not have direct access to your account data unless specifically authorized.

8.3 Third-Party Partner Availability

99 Ravens does not guarantee the continued availability of any Third-Party Partner services and is not responsible for their accuracy, reliability, or performance.

9. PRIVACY AND CONFIDENTIALITY
9.1 Privacy Policy

Your privacy is important to us. Our collection and use of your information is governed by our Privacy Policy, which is incorporated by reference into these Terms.

9.2 Confidentiality

Both parties agree to maintain the confidentiality of each other’s confidential information. You agree to protect 99 Ravens’ proprietary methods, algorithms, and business information. We agree to protect your User Content and business information in accordance with our Privacy Policy and Security Policy.

9.3 Data Protection

We comply with applicable data protection laws, including PIPEDA and GDPR where applicable. Your User Content will not be used to train foundation AI models, though general usage patterns may inform improvements to the Software.

10. FEES AND PAYMENT
10.1 Free Access

99 Ravens may provide free access to certain features of the Software. We reserve the right to modify or discontinue free access at any time.

10.2 Paid Services

If you upgrade to paid services, additional terms regarding fees, billing, and payment will apply. You will be provided with clear pricing information before any charges are incurred.

10.3 Usage Limits

We may implement usage limits or throttling to maintain system performance and stability. Specific usage limits applicable to your organization are defined in your organization’s agreement with 99 Ravens. Excessive usage may result in temporary restrictions on your account.

11. WARRANTY DISCLAIMER

THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. 99 Ravens makes no warranties regarding the Software’s function, performance, accuracy, or reliability.

You acknowledge that the Software uses non-deterministic AI models that may produce inaccurate or unrepeatable results. The advice and outputs provided by the Software should be used as directional guidance and verified through appropriate business judgment.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • 99 Ravens’ total liability to you shall not exceed the amount you paid to us in the 12 months preceding the claim
  • We shall not be liable for any indirect, incidental, special, consequential, or punitive damages
  • We shall not be liable for any loss of profits, data, or business opportunities
13. INDEMNIFICATION

You agree to indemnify and hold harmless 99 Ravens and our directors, officers, employees, and agents from any claims, damages, or losses arising from:

  • Your use or misuse of the Software
  • Your violation of these Terms
  • Your violation of any third party’s rights
  • Your User Content
14. TERM AND TERMINATION
14.1 Term

These Terms remain in effect while you use the Software.

14.2 Termination by You

You may terminate your account at any time by following the account closure process in the Software.

14.3 Termination by Us

We may suspend or terminate your access to the Software:

  • For violation of these Terms
  • For non-payment of fees (if applicable)
  • For extended periods of inactivity
  • At our discretion with 30 days’ notice
14.4 Effect of Termination

Upon termination:

  • Your access to the Software will cease
  • Your User Content will be deleted within 30 days
  • Provisions that by their nature should survive will continue in effect
15. ACCOUNT MANAGEMENT
15.1 User Accounts and Access Management
  • User accounts are typically managed through your organization’s administrator
  • New user requests should be directed to your organization’s designated administrator or to info@99ravens.ai
  • Your organization’s administrator controls your access permissions and can modify or terminate your access
  • You are responsible for maintaining the security of your individual login credentials
15.2 Data Retention

Upon account closure or service termination, we will delete your User Content within thirty (30) days, except as required by law, for legitimate business purposes, or as specified in your organization’s agreement with 99 Ravens.

15.3 Child Accounts

If your organization provides you access through a “Child Account” (a sub-account managed by a reseller), your access may be subject to additional restrictions and your account may be managed by that reseller rather than directly by your organization.

16. COMPLIANCE AND SECURITY
16.1 Security Requirements

You agree to:

  • Maintain secure passwords and authentication credentials
  • Report any security incidents or suspected unauthorized access immediately
  • Comply with our Security Policy when accessing the Software
  • Use the Software only from secure networks and devices
16.2 Export Controls

You agree to comply with all applicable export control laws and regulations when using the Software.

17. MODIFICATIONS TO TERMS

We may modify these Terms from time to time to reflect changes in our services, legal requirements, or business practices. We will provide notice of material changes by:

  • Posting updated Terms on our website
  • Sending email notification to your registered email address
  • Providing notice within the Software

Continued use of the Software after changes take effect constitutes acceptance of the updated Terms.

18. AGENCY AND RESELLER RELATIONSHIPS

Your organization may access the Software through an agency or reseller relationship. In such cases, 99 Ravens’ primary contractual relationship is with that agency or reseller. Questions about billing, service levels, or account management should typically be directed to your organization’s designated contact or the agency/reseller, as applicable.

19. GENERAL PROVISIONS
19.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms for specific services, constitute the entire agreement between you and 99 Ravens regarding the Software.

19.2 Governing Law

These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict of law principles.

19.3 Dispute Resolution

Any disputes arising from these Terms shall first be addressed through good faith negotiation. If unresolved within 30 days, disputes shall proceed to mediation in Toronto, Ontario, Canada. If mediation fails, disputes shall be resolved through binding arbitration under the Commercial Arbitration Act of Canada.

19.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

19.5 No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.

19.6 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

19.7 Force Majeure

Neither party will be liable for delays or failures due to circumstances beyond their reasonable control, including natural disasters, war, cyber-attacks, or government actions.

20. CONTACT INFORMATION

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

99 Ravens AI Ltd.
 276 Wright Avenue
 Toronto, Ontario, M6R 1L5
 Canada

Email: info@99ravens.ai
 Website: www.99ravens.ai

By using the 99 Ravens Software, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.