Terms of Service

These Terms of Service ("Terms") govern your access to and use of the services provided by Liability Quant Inc. ("Liability Quant," "we," "us," or "our"), including our website at liabilityquant.com and our Data Scanner application (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. 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" refers to both you individually and that organization.

If you do not agree to these Terms, you may not access or use our Services.

Liability Quant provides automated privacy risk assessment services, including:

• Website: Informational content about our privacy risk assessment methodology, research, and related educational materials.
• Data Scanner: An automated service that analyzes data samples you submit to generate privacy risk assessment reports, including risk scores and liability estimates. The Data Scanner is designed for use in technical due diligence scenarios such as M&A transactions and similar professional contexts.

The Data Scanner is a one-time service per submission. You submit data for scanning, and we provide a report. We do not maintain persistent user accounts.

By using the Data Scanner, you represent and warrant that:

• You have all necessary rights, permissions, and authority required under applicable law to submit the data for scanning, including any required consents from data subjects or data owners.
• The data you submit does not infringe any third-party intellectual property rights, privacy rights, or contractual obligations.
• You are at least 18 years of age and have the legal capacity to enter into these Terms.
• To the best of your knowledge, the data you submit does not contain Protected Health Information ("PHI") as defined under the Health Insurance Portability and Accountability Act ("HIPAA"), or you have determined that HIPAA does not apply to your submission (e.g., the data did not originate from a covered entity or business associate as defined under HIPAA).

Our Services are not HIPAA-compliant and are not designed to process PHI. Liability Quant does not enter into Business Associate Agreements. If you believe your data may contain PHI subject to HIPAA, do not submit it for scanning without first consulting qualified legal counsel.

THE REPORTS AND INFORMATION PROVIDED BY LIABILITY QUANT ARE DIRECTIONAL RISK INDICATORS ONLY AND DO NOT CONSTITUTE LEGAL ADVICE

By using our Services, you acknowledge and agree that:

• Liability Quant is not a law firm and is not acting as your lawyer, legal counsel, or legal advisor.
• No attorney-client relationship is created between you and Liability Quant by your use of the Services or receipt of any report.
• Any information in our reports regarding categories of personally identifiable information, applicable statutes, regulations, or potential legal exposure is general in nature and is not tailored legal advice for your specific situation.
• Our reports are intended to provide directional guidance and should be used as one input among many in your decision-making process.
• You should consult with qualified legal counsel before making any legal, compliance, or business decisions based on our reports.
• Our reports should not be relied upon as the sole or primary basis for any legal, regulatory, compliance, or business decisions.

Liability Quant retains all rights, title, and interest in and to the Services, including our methodology, algorithms, scoring models, report formats, website content, and all related intellectual property.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable licence to use the reports we generate for your legitimate business purposes. You may not redistribute, resell, sublicense, or publicly publish our reports without our prior written consent.

By submitting data for scanning, you agree to pay the fees associated with the report tier you have selected. Payment terms are as follows:

• Payment is due within thirty (30) days of the invoice date.
• Failure to pay any invoice when due constitutes a material breach of these Terms.
• Late payments are subject to interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower).
• You are responsible for all reasonable costs of collection, including attorneys' fees, incurred by Liability Quant in collecting overdue amounts.
• All fees are non-refundable once data processing has commenced.

Fees do not include any applicable taxes. You are responsible for paying all taxes associated with your use of the Services, excluding taxes based on Liability Quant's net income.

THE SERVICES AND ALL REPORTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED

To the maximum extent permitted by applicable law, Liability Quant expressly disclaims all warranties, including but not limited to:

• Any warranties of accuracy, completeness, timeliness, reliability, or fitness for a particular purpose.
• Any warranties that the risk scores, liability estimates, or other information in our reports will accurately predict actual privacy risk, legal exposure, or regulatory liability.
• Any warranties that our reports will prevent poor decisions, legal claims, regulatory actions, or financial losses.
• Any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

Liability Quant is not responsible for any decisions, actions, or outcomes resulting from your use of or reliance on our reports.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIABILITY QUANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU FOR THE APPLICABLE REPORT

IN NO EVENT SHALL LIABILITY QUANT BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages;
• Loss of profits, revenue, data, or business opportunities;
• Cost of procurement of substitute services;
• Business interruption or loss of goodwill;

regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if Liability Quant has been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by applicable law.

You agree to defend, indemnify, and hold harmless Liability Quant and its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms, including your lack of rights, permissions, consents or authority to submit the data you provided for scanning;
• Any third-party claims related to the data you submitted;
• Your misuse of any report provided by Liability Quant;
• Any business decisions, transactions, or actions taken based on our reports.

We treat all data you submit, including both form data and the data you submit for scanning, as confidential. As described in our Privacy Policy:

• Data samples are deleted immediately after processing is complete.
• Metadata is retained only as necessary for audit and compliance purposes.
• We will not sell your data.
• We will not share your data with third parties except as necessary to provide the Services or as required by law.

For complete information about our data practices, please review our Privacy Policy.

The governing law and jurisdiction for any dispute arising under these Terms depends on your location:

• If you are located in the United States: These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
• If you are located outside the United States: These Terms shall be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of laws principles.

Mandatory Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved by binding arbitration, rather than in court. Arbitration shall be conducted in English, and the arbitrator's decision shall be final and binding.

Each party shall bear its own costs in any arbitration proceeding; however, the prevailing party may be entitled to recover its reasonable attorneys' fees and costs from the other party.

Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Liability Quant regarding your use of the Services and supersede all prior agreements and understandings.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

No Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. Liability Quant may assign these Terms without restriction.

Force Majeure

Liability Quant shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labour disputes, government actions, or internet or telecommunications failures.

Modifications to Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last Updated" date and, where appropriate, provide additional notice. Your continued use of the Services after any changes constitutes your acceptance of the revised Terms.

Survival

Sections 4 (Not Legal Advice), 5 (Intellectual Property), 6 (Fees and Payment), 7 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 10 (Confidentiality), 11 (Governing Law), and 12 (General Provisions) shall survive any termination or expiration of these Terms.

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