Terms and Conditions for GrowWise Partners Ltd.

1. Introduction

Welcome to GrowWise Partners Ltd. (“GrowWise”). We provide tax consulting services specializing in SR&ED, Digital Media and Cleantech tax credits and related professional services. By accessing our website or using our services, you agree to be bound by these Terms and Conditions (“Terms”). Please read them carefully before proceeding.

2. Services Provided

GrowWise provides the following services to individuals and businesses:

• Tax consultation and SR&ED tax credit consulting
• Preparation and review of tax filings
• Representation before tax authorities as required

3. Platform Availability

While GrowWise strives to maintain platform availability, we cannot guarantee uninterrupted 24/7 access. Services may be unavailable during scheduled maintenance or due to unforeseen events such as natural disasters or other force majeure events.

4. Privacy Policy

Our Privacy Policy is incorporated by reference into these Terms. It details how we collect, use, and protect your personal information. Please review it to understand our data handling practices.

5. Client Data

Ownership and Control

You retain full ownership of your data, including data sourced from third-party services. By using GrowWise’s services, you grant us a limited license to use, process, and store your data as necessary to provide, support, and improve our services or as required by law.

License to GrowWise

You provide GrowWise with a non-exclusive, royalty-free license to access, process, use, and distribute your data solely to deliver and enhance the services. This may include working with affiliated entities and trusted third-party service providers.

Anonymized Data

You grant GrowWise permission to create anonymized data from your information for operational and improvement purposes. Anonymized Data is data that has been altered to remove personal information, making it impossible to trace back to an individual or organization.

Use of Anonymized Data

GrowWise may use anonymized data to:

• Operate and improve our services
• Enhance, develop, or expand product offerings
• Train AI models and refine algorithms

6. Usage Information

Types of Usage Information

“Usage Information” includes:

• Analytics Data: Data about the performance and usage of our services, third-party integrations, and technology.
• Configuration Data: Information on how you configure and set up the services, including workflows and interface structures.

Purpose of Usage Data

GrowWise collects and uses Usage Information to operate, enhance, and develop our services, including for model training and business optimization purposes.

7. GrowWise AI Functions

Use of AI Functions

GrowWise may provide AI-powered functions (“AI Functions”) as part of our services. These functions involve user-provided data (“Input”) and generated responses (“Output”). You retain ownership of the Input and Output, and GrowWise will maintain confidentiality as per our Privacy Policy.

Risk and Responsibility

AI-generated content is used at your own discretion. We advise against relying on AI-generated statements without independent verification.

Restrictions on Use

You agree not to use GrowWise AI Functions or Output to:

• Develop competing AI models or algorithms
• Mislead others into believing Output is human-generated
• Make automated decisions impacting individuals without appropriate oversight
• Infringe on any intellectual property or misuse GrowWise or third-party data

8. Data Security and Backup

GrowWise implements industry-standard measures to protect your data from accidental loss, unauthorized access, or disclosure. Standard backup procedures are in place, and in case of data loss, GrowWise will make reasonable efforts to restore it from the latest backup. However, we are not responsible for loss or corruption caused by you, authorized users, or third parties.

9. Intellectual Property

GrowWise owns all rights to our services, including Usage and Analytics Data. All website content, such as text, graphics, logos, and images, is proprietary and protected under Canadian and international copyright laws.

10. Miscellaneous Terms

• Understanding and Acknowledgment: You confirm that you fully understand these Terms and all rights, responsibilities, and obligations herein.
• Entire Agreement: These Terms constitute the entire agreement and supersede any prior agreements or representations. GrowWise reserves the right to seek equitable relief for any breach.
• Governing Law: These Terms are governed by the laws of Ontario, Canada, and are subject to Ontario’s jurisdiction.
• Dispute Resolution: Any disputes shall be resolved through binding arbitration under Ontario and federal Canadian laws.
• Assignment: You may not assign this Agreement without GrowWise’s written consent. GrowWise may assign this Agreement freely.

11. Disclaimer of Warranties

GrowWise’s services are provided “as is,” without warranties of any kind. We disclaim all implied warranties, including merchantability and fitness for a specific purpose. GrowWise does not guarantee uninterrupted service, nor does it warrant the accuracy or reliability of the results.

12. Limitation of Liability

GrowWise is not liable for any indirect, incidental, punitive, or consequential damages, including loss of use, data, profits, or goodwill. Our total liability for any claim will not exceed the amount paid for services in the 12 months preceding the claim.

13. Force Majeure

GrowWise is not liable for delays or failure to perform due to unforeseen circumstances, including natural disasters, labour disputes, pandemics, or cybersecurity events.

14. Indemnification

You agree to indemnify GrowWise, its employees, directors, agents, and affiliates from all costs, claims, or expenses arising from any civil, criminal, or administrative action related to information you provided or violations of this Agreement.

15. Contact Information

For any questions about these Terms, contact us at:

• Email: contact@growwise.ai
• Phone: (647) 847-0037

16. Changes to Terms and Conditions

GrowWise reserves the right to modify these Terms at any time. Significant changes will be communicated through our website or direct communication.