Alfa Terms of Use

(a)

To access certain features of the Alfa Platform, you may be required to successfully sign up for a user account (an “Account”) using interfaces made available you by us, and select a username and password login credentials (the “User ID”).

(b)

After completing registration for an Account, you will be able to access your Account by using your User ID or a valid authentication method that is linked to your Account, which may include any authentication method that we make available to you from time to time (each, an “Authentication Method”). Boosted.ai makes use of third party providers to provide authentication services, we are not responsible for any error by, or other acts or omissions of, any such third party provider of authentication services. You will keep your User ID, Account and Authentication Method secure and will not grant access to or otherwise share your User ID, Account and Authentication Method with any other person. Except for access to elements of the Alfa Platform in jurisdictions that mandate the availability of account-free access to such elements of the Alfa Platform, you will only access and use the Alfa Platform using your Account or Authentication Method. You will immediately notify us if your User ID or Authentication Method is lost or stolen or if you become aware of any actual or suspected unauthorized use of your Account or Authentication Method.

(c)

You must provide us with true, accurate, current, and complete information relating to your Account. If we believe or suspect that your information is not true, accurate, current, or complete, we may deny or terminate your access to or use of the Alfa Platform. We reserve the right to disable any Account or Authentication Method issued to you at any time in our sole discretion. If we disable access to your Account or Authentication Method, you may be prevented from accessing or using the Alfa Platform or any portion thereof.

(d)

You agree to monitor and control all activity associated with your Account. Boosted.ai is entitled to act on instructions received through your Account. Boosted.ai is not responsible for any actions taken or transactions made to or from your Account by any other party using your User ID or Authentication Method. You are solely responsible for any and all use of your User ID, Authentication Method and all transactions or activities that occur under or in connection with the User ID and Authentication Method, including any charges incurred due to usage of the lost or stolen or unauthorized access to your User ID or Authentication Method. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Alfa Platform and your Account, including terminating your Account or Authentication Method or changing your User ID. We may also request additional information from you to authenticate your Account prior to authorizing transactions on your Account. You agree to be responsible for any act or omission of any persons that access the Alfa Platform under your User ID and Authentication Method that, if undertaken by you, would be deemed a violation of these Terms of Use.

(a)

Subject to the terms of this Agreement, Boosted.ai will make the Alfa Platform available to Customer for use by Customer.

(b)

Subject to the terms and conditions of the Agreement, we hereby grant you a non-exclusive, revocable, limited, non-sublicensable, non-transferable (except as permitted in Section 15(b)) right to access, view, and use the Alfa Platform and any Documentation (defined below) solely for your own internal use, during the Term.

(c)

The Alfa Platform leverages third party large language models and AI algorithms and platforms (“Third-Party Services”) to generate suggested text, information, results, images, and other materials (collectively, the “Output”) in response to your prompts (“Prompts”). Boosted.ai does not make any representations with respect to Third-Party Services or any Output provided in connection therewith. Boosted.ai is not responsible for Outputs, and you are responsible for checking Outputs for accuracy and suitability. The Outputs provided by the Alfa Platform do not reflect the views, opinions, or recommendations of Boosted.ai, our affiliates or our personnel.

(d)

The Alfa Platform may include data and software from third parties. Some third-party providers may require Boosted.ai to pass additional terms through to you. The third-party providers change their terms occasionally and new third-party providers are added from time to time. We may provide links to such third-party providers terms to you from time to time.  You agree to comply with all applicable third-party terms therein. We cannot guarantee the continued availability of such third party products, data, services or features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a third-party providers ceases to make the third-party providers’ products, data, features or services available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Boosted.ai. Boosted.ai is not responsible for any disclosure, Modification or deletion of Customer Data (defined below) resulting from access by such third-party providers’ products, data, features or services or its third-party providers.

(A)

Customer must not itself, and will not permit others to:

(a)

sub-license, sell, rent, lend, lease or distribute the Alfa Platform or any intellectual property rights therein or otherwise make the Alfa Platform available to others;

(b)

use the Alfa Platform to permit timesharing, service bureau use or commercially exploit the Alfa Platform;

(c)

use or access the Alfa Platform in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Alfa Platform;

(d)

use the Alfa Platform to create, collect, transmit, store, use or process any data, information, content, records, or files loaded, transmitted or entered into the Alfa Platform by you (the “Customer Data”) that:

(e)

download (in any way whatsoever including automatically download) print in whole or in parts, mine, scrape or index, any data that is made available to Customer as part of the Alfa Platform, other than as expressly permitted by Boosted.ai in writing;

(f)

use any Content made available to Customer as part of the Alfa Platform, other than as expressly permitted by Boosted.ai in writing;

(g)

use the Alfa Platform to circumvent the intended features, functionality or limitations of the Alfa Platform, including any content filters, safety controls, or guardrails regarding the Content that are made available to Customer as part of the Alfa Platform;

(h)

run or install any computer software or hardware on the Alfa Platform or network that supports or hosts the Alfa Platform;

(i)

automatically connect (whether through APIs or otherwise) the data made available to Customer as part of the Alfa Platform to other data, software, services or networks, other than as expressly permitted by Boosted.ai in writing;

(j)

use the Alfa Platform, Boosted.ai Property (defined below), Outputs or our third-party providers’ property to train any AI or machine learning algorithms or software or create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;

(k)

allow any third parties to access, use or benefit from Boosted.ai Property in any way;

(l)

Modify the Alfa Platform;

(m)

reverse engineer, de-compile or disassemble the Alfa Platform;

(n)

remove or obscure any proprietary notices or labels on the Alfa Platform, including brand, copyright, trademark and patent or patent pending notices;

(o)

access or use the Alfa Platform, Boosted.ai Property, or any Outputs for the purpose of building a similar or competitive product or service;

(p)

generate Outputs using inputs or Prompts designed to intentionally infringe the intellectual property rights of any third party;

(q)

perform any vulnerability, penetration or similar testing of the Alfa Platform; or

(r)

use or access the Alfa Platform for any purpose or in any manner not expressly permitted in this Agreement.

(B)

Customer shall ensure that all use, access or receipt of the Alfa Platform, third-party data providers’ products, data or services and any Boosted.ai Property pursuant to this Agreement and complies with this Agreement.

(a)

for scheduled maintenance;

(b)

due to a Force Majeure Event (defined below);

(c)

if Customer violates any provision of the Agreement;

(d)

to address any emergency security concerns;

(e)

if required to do so by a governmental or regulatory authority or as a result of a change in applicable laws;

(f)

if any Outputs are or are alleged to infringe the intellectual property rights of any person; or

(g)

as otherwise permitted in this Agreement.

(a)

Customer retains all ownership and intellectual property rights in and to Customer Data. For clarity and avoidance of all doubt, Customer Data does not include any Boosted.ai Property. Customer grants to Boosted.ai a nonexclusive, worldwide, royalty-free, irrevocable, transferable, sublicensable, fully paid-up right and license during the Term to access, collect, use, process, store, transfer, transmit, copy, modify, adapt, and display Customer Data to provide the Alfa Platform and improve and enhance the Alfa Platform and its other offerings.

(b)

Boosted.ai or its licensors retain all ownership and intellectual property rights in and to: (i) the Alfa Platform; (ii) any documentation provided by Boosted.ai in any form whatsoever, including any reports, records, specifications, requirements, user manuals, user guides, operations manuals, training materials, instructions, or plans (“Documentation”); and (iii) any modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations (collectively the “Modifications”) to the foregoing (i) and (ii) (collectively “Boosted.ai Property”).

(c)

Without limiting the generality of Section 3(b), any Documentation, reports, graphs and other results made available to the Customer through the Alfa Platform are solely for Customer’s internal use and may not be distributed to any other person without Boosted.ai’s prior written consent.

(d)

All rights not expressly granted by a party to the other party under the Agreement are reserved.

(e)

To the extent that you submit ideas, suggestions, documents, or proposals regarding the Alfa Platform to Boosted.ai (“Feedback”), you acknowledge and agree that:

(a)

receive maintenance and updates, at Boosted.ai’s discretion, to the Alfa Platform from time to time; and

(b)

have access to Boosted.ai’s standard technical support.

(a)

Except where prohibited by applicable law, pricing and availability of the Alfa Platform is subject to change at any time prior to purchase. You will pay Boosted.ai the applicable fees as described on the Site (“Fees”). Fees are non-refundable and Boosted.ai reserves the right to adjust the current Fees or to institute new Fees at any time.

(b)

To pay your Fees, you will need to provide Boosted.ai or, if applicable, a third-party payment processor (the “Payment Processor”) with the information necessary to process payment from you, including the billing information requested on the Site or the applicable Payment Processor’s platform. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to this Agreement. We are not responsible for any error by, or other acts or omissions of, any Payment Processor. You may pay for your Fees via credit card or any other manner then available on the Site or applicable Payment Processor’s platform. By submitting your payment information to us or the Payment Processor, you authorize us or the Payment Processor to charge the applicable payment method at our or their convenience (but within thirty (30) days of credit card authorization). You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. We assume that because payments require a valid credit card, only persons age 18 or over are paying Fees and providing us or the Payment Processor with the information requested during the payment process. We or the Payment Processor are not liable in the event others acting with or without your permission use your credit card or other means of payment to make purchases on the Site or the Payment Processor’s platform; however, you may report any unauthorized use to us or the Payment Processor, and we or the Payment Processor will use reasonable measures within our control to help prevent future unauthorized use of your card. We reserve the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment.

(c)

The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we, either through the Payment Processor or otherwise, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.

(d)

You must keep a valid payment method on file with us to pay for all incurred and recurring Fees.

(e)

Subscriptions to the Alfa Platform (“Subscriptions”) are automatically charged each billing period (whether weekly, monthly, annually, or another period). You may cancel your Subscription at any time, which will take effect at the end of your then-current billing period.

(f)

Tax will vary based on your jurisdiction. If you are located in the United States, if applicable, tax relates to state and local sales tax. If tax is not charged, Customer must self account for United States sales taxes on the reverse charge basis in your own jurisdiction.  If you are located in Canada, relates to your provincial tax rates. If you are located in the European Union or United Kingdom, tax represents value-added tax (VAT), which is charged in addition to the price displayed. If you are located in the European Union or the United Kingdom and are not charged VAT, this invoice relates to services which are deemed to be supplied where received and under Article 196 Council Directive 2006/112/EC the customer must self-account for VAT on the reverse charge basis in their own jurisdiction. If tax is not charged, Customer must self account your countries sales or VAT taxes on the reverse charge basis in your own jurisdiction.

(g)

Boosted.ai reserves the right to increase the Subscription price of the Alfa Platform. If the price of your Subscription changes, we will notify you, and such price change will be applicable to the next payment due at least 30 days after such notice. If the next payment due date is within 30 days of such notice, you will not be charged the updated Subscription price for such payment. You may cancel a Subscription if you do not accept any increased Subscription prices, as set out in Section 10(e) above.

(h)

Boosted.ai may make certain features of the Alfa Platform available to Customer for free (“Free Features”). Use of Free Features is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Features are provided to Customer without charge up to certain limits as described in any Documentation. Usage over these limits requires your purchase of additional resources or services. Customer agrees that Boosted.ai, in its sole discretion and for any or no reason, may terminate Customer's access to the Free Features or any part thereof. Customer agrees that any termination of Customer's access to the Free Features may be without prior notice, and Customer agrees that Boosted.ai will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Features prior to termination of Customer's access to the Free Features for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “WARRANTY; DISCLAIMER; INDEMNITY” AND “LIMITATION OF LIABILITY” SECTIONS HEREIN, THE FREE FEATURES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND BOOSTED.AI SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE FEATURES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE BOOSTED.AI'S LIABILITY WITH RESPECT TO THE FREE FEATURES SHALL NOT EXCEED USD$100.00. WITHOUT LIMITING THE FOREGOING, BOOSTED.AI, ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (I) CUSTOMER'S USE OF THE FREE FEATURES WILL MEET CUSTOMER'S REQUIREMENTS; (II) CUSTOMER'S USE OF THE FREE FEATURES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; AND (III) DATA PROVIDED THROUGH THE FREE FEATURES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO BOOSTED.AI AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER'S USE OF THE FREE FEATURES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER'S INDEMNIFICATION OBLIGATIONS HEREUNDER.

(a)

Definitions. For the purposes of the Agreement, a party receiving Confidential Information (as defined below) will be the “Recipient”, the party disclosing such information will be the “Discloser” and “Confidential Information” means Customer Data, information marked or otherwise identified in writing by a party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, Recipient should recognize as being confidential; provided that Discloser’s Confidential Information does not include: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

(b)

Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose Confidential Information of Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than the Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of Discloser except to exercise its license rights or perform its obligations under the Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each party will take reasonable precautions to safeguard the other party’s Confidential Information. Those precautions will be at least as protective as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.

(c)

Exceptions to Confidentiality. Notwithstanding Section 9(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, Recipient promptly notifies Discloser in writing of such required disclosure and cooperates with Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party’s business; or (iii) in the case of Boosted.ai, to potential assignees, acquirers or successors of Boosted.ai if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Boosted.ai.

(a)

Customer Warranty. Customer represents and warrants to, and covenants with Boosted.ai that: (i) the Customer Data uploaded or transmitted by the Customer will not contain: (x) any material non public information (as defined under applicable securities laws); or (y) Personal Information other than Personal Information required by Boosted.ai to set up an Account; and (ii) Customer has obtained and provided, and shall continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and continues to have all necessary authority in and relating to the Customer Data (including Personal Information) for Boosted.ai to perform its obligations and exercise its rights under this Agreement in compliance with applicable laws, including applicable privacy laws, and without infringing, misappropriating or otherwise violating any intellectual property rights or other rights of any third party, and shall inform Boosted.ai immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon.

(b)

(c)

Indemnity. You will defend, indemnify and hold harmless Boosted.ai, its affiliates and their respective employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Customer Data; (ii) your breach of any Sections 4,  12(a), or 15(j); (iii) your use of Boosted.ai Property or any third party data in breach of this Agreement or in violation of appliable law; (iv) your gross negligence, wilful misconduct, or fraud; (v) your use of Outputs; or (vi) your use of the Alfa Platform (or any part thereof) in combination with any third party software, application or service. You will fully cooperate with Boosted.ai in the defense of any claim defended by you pursuant to its indemnification obligations under the Agreement.

(a)

AMOUNT. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS IN SECTION 12(c), CUSTOMER’S BREACH OF SECTIONS 4, 12(a) AND 15(j), CUSTOMER’S LIABILITY FOR UNPAID FEES, AND CUSTOMER’S BREACH OF SECTION 11, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY (OR ANY OF ITS THIRD PARTY PROVIDERS) TO THE OTHER PARTY IN CONNECTION WITH OR UNDER THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER FOR THE ALFA PLATFORM IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THE AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL BOOSTED.AI’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT.

(b)

TYPE. EXCEPT FOR CUSTOMER’S LIABILITY OR OBLIGATIONS UNDER SECTION 12(c), CUSTOMER’S BREACH OF SECTIONS 4, 12(a) AND 15(j), CUSTOMER’S LIABILITY FOR UNPAID FEES, AND CUSTOMER’S BREACH OF SECTION 11, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL A PARTY (OR ITS THIRD PARTY PROVIDERS) BE LIABLE TO THE OTHER PARTY OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

(b)

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN DAMAGES AND CERTAIN DISCLAIMERS. IF THESE LAWS APPLY YOU, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

(a)

Term. The Agreement will commence on the day you first use any portion of the Alfa Platform and will remain in effect until terminated by either party in accordance with the termination provisions set out herein (the “Term”).

(b)

Termination. We may terminate this Agreement at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Alfa Platform. You may terminate this Agreement at any time and with immediate effect by requesting by email that your Account be deleted, or deleting your Account and ceasing use of the Alfa Platform. For clarity, if you terminate this Agreement and delete your Account, or your Account is deleted by us, you will no longer have access to any functionality of the Alfa Platform. For greater certainty, if you continue to use any portion of the Alfa Platform that is publicly available after this Agreement has been terminated, this Agreement will continue to apply to the extent of such use.

(c)

Survival. The following Sections, together with any other provision of the Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of the Agreement, will survive expiration or termination of the Agreement for any reason: Section 7 (Ownership; Reservation of Rights), Section 8 (Privacy), Section 10 (Fees and Payment), Section 11(Confidential Information), Section 12 (Warranty; Disclaimer; Indemnity), Section 13(Limitation of Liabilities), Section 14(c) (Survival), and Section 15 (General Provisions).

(a)

Notices. All notices shall be in writing by email and will be effective upon the day of sending by email. Notices will be sent: (i) if to Boosted.ai, to the following email address:

(b)

Assignment. You will not assign or transfer this Agreement, or transfer or subcontract any of your rights or delegate any of your obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Boosted.ai. Any purported assignment or delegation by You to any third party in violation of this Section will be null and void. Boosted.ai may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of you. This Agreement enures to the benefit of and is binding upon the parties and their respective successors and permitted assigns.

(c)

Choice of Law. The Agreement and any action related thereto will be governed exclusively by and construed in accordance with the substantive laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties will initiate any lawsuits in connection with the Agreement in the city of Toronto. The U.N. Convention on contracts for the International Sale of Goods will not apply to the Agreement. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

(d)

Construction. Except as otherwise provided in the Agreement, the parties’ rights and remedies under the Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of Boosted.ai in the Agreement means the right of Boosted.ai to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.

(e)

Force Majeure. Neither party will be liable for delays caused by any event or circumstances beyond Boosted.ai’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Boosted.ai’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure Event”).

(f)

Severability. Any provision of the Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from the Agreement and all other provisions of the Agreement will remain in full force and effect.

(g)

Waiver. A waiver of any provision of the Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(h)

Independent Contractors. Boosted.ai’s relationship to Customer is that of an independent contractor, and neither party is an agent, employee or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other party.

(i)

Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Alfa Platform; and (ii) do not override or form a part of this Agreement. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (i) these Terms of Use; and (ii) the Documentation.

(j)

Export Restrictions. Customer will comply with all export laws and regulations under applicable laws that may apply to its access to or use of the Alfa Platform.  Boosted.ai makes no representation or warranty that the Alfa Platform (or any Content or data provided herewith) may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.

(k)

Third Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto (other than our third party providers, our licensors and the indemnified parties identified in Section 12(c) or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities pursuant to, or by reason of, this Agreement.

(l)

English Language. The parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the parties further to negotiation, and were not imposed by either party, even when drawn up by one of the parties. The parties further confirm that it is the express wish of all parties that this Agreement, all documents related to this Agreement and all communications between the parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.

(a)

The Content and Outputs are for informational purposes only, you should not construe any such information or other material as legal, tax, investment, financial, or other advice. Nothing contained on our Site constitutes a solicitation, recommendation, endorsement, or offer by Boosted.ai or any third party service provider to buy or sell any securities or other financial instruments in this or in any other jurisdiction in which such solicitation or offer would be unlawful under the securities laws of such jurisdiction.

(b)

All Content on this site is information of a general nature and does not address the circumstances of any particular individual or entity. Nothing in the Site constitutes professional and/or financial advice, nor does any information on the Site constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. Boosted.ai is not a fiduciary by virtue of any person’s use of or access to the Site or Content. You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any information or other Content on the Site before making any decisions based on such information or other Content. In exchange for using the Site, you agree not to hold Boosted.ai, its affiliates or any third party service provider liable for any possible claim for damages arising from any decision you make based on information or other Content made available to you through the Site.

(a)

The stock ratings, signals, and rankings provided by Boosted.ai are not intended to be investment advice. These ratings, signals, and rankings are based on AI analysis, which calculates probabilities, not certainties. All the information contained on this website is for research and educational purposes and will never be considered a recommendation or advice on investment, nor will it be considered legal, tax, or any other type of advice. Any information related to investment returns refers to the periods specified in it, explicitly warning that any figure related to past results or historical returns is not a reliable indicator of future returns or results. Furthermore, the performance of any illustrative portfolios on this site is based on backtested results. Backtested performance is not an indicator of future results. All financial information contained in this website has been obtained from sources of general use and should be considered as such. There are risks associated with investing in securities. Investing in stocks, bonds, exchange traded funds, mutual funds, and money market funds involve risk of loss. Loss of principal is possible. Some high risk investments may use leverage, which will accentuate gains & losses. Foreign investing involves special risks, including a greater volatility and political, economic and currency risks and differences in accounting methods. A security’s or a firm’s past investment performance is not a guarantee or predictor of future investment performance.