Standard Terms
INNOVASIUM INC.
Version 2026-2.0 · Effective: January 1, 2026 · innovasium.com/terms
These Standard Terms ("Terms") are an agreement between Innovasium Inc. ("Innovasium", "we", "us") and the entity identified in an estimate or statement of work ("Client", "you"). These Terms apply to every engagement unless a separately executed Master Services Agreement governs that engagement, in which case the MSA controls.
Acceptance. You accept these Terms when you sign an Innovasium estimate, pay any invoice issued under an estimate, or otherwise authorize us to commence work.
Incorporated documents. Where applicable, these Terms incorporate by reference the Innovasium Data Processing Addendum at innovasium.com/dpa (the "DPA") and, for engagements identified in the estimate as Healthcare Engagements, the Innovasium Healthcare Addendum at innovasium.com/healthcare (the "Healthcare Addendum").
A. Services
A.1 Scope. We will perform the services and deliver the work product described in the applicable estimate or statement of work (the "Services" and "Work Product"). Innovasium has discretion over staffing and over the technical means of delivery, including AI model selection.
A.2 Cooperation. You will provide the access, content, approvals, and personnel cooperation reasonably needed for us to perform. Our delivery dates are conditional on your timely cooperation.
A.3 Changes. Changes to scope, schedule, or fees are effective only when documented in writing (including email) and agreed by both parties.
A.4 Out of Scope. Work beyond scope is performed only on written agreement and is billed at our then-current time-and-materials rates.
B. AI Services and AI Output
B.1 Definitions."AI Services" means any feature of the Work Product that uses one or more AI models or foundation models to generate outputs based on inputs. "AI Output" means content generated by an AI Service in response to inputs. "Foundation Model Provider" means the operator of a foundation model accessed by an AI Service, whether directly or via a managed service such as AWS Bedrock (which may invoke foundation models in other AWS regions via Cross-Region Inference where the model is not natively hosted in the primary data region).
B.2 AI Output Disclaimer. AI Output is provided as generated. We make no warranty that AI Output is accurate, complete, current, suitable for any purpose, or free from bias, error, or fabrication. AI Output may differ for the same or similar inputs and is not professional advice.
B.3 Model Selection. We have discretion to select, change, and interchange foundation models used in delivering AI Services. On reasonable written request, we will provide a summary of the foundation models then in use.
B.4 Customer Inputs. We will not, and our agreements with Foundation Model Providers will not permit them to, use your inputs or AI Output to train, fine-tune, or improve foundation models for the benefit of other customers. We may use inputs and AI Output to provide and improve the AI Services, detect misuse, and comply with law.
B.5 Prohibited AI Uses. You will not use AI Services to make decisions with material legal effects on individuals without meaningful human review, generate medical/legal/financial advice presented as professionally validated, generate unlawful or harmful content, reverse engineer foundation models, or violate any Foundation Model Provider acceptable use policy.
B.6 End-User Terms. If you make AI Services available to end users, you will maintain end-user terms and a privacy policy that:
- disclose AI involvement and limitations,
- prohibit unlawful use,
- disclose how inputs are processed and where data may be transferred, and
- include effective warranty disclaimers and liability limits for AI Output.
C. Intellectual Property
C.1 Innovasium Property. We retain all rights to:
- our software products and platforms (listed at innovasium.com/products ),
- our tools — reusable components, libraries, prompts, agent orchestration logic, and other materials we develop or license for use across engagements ("Tools"), and
- any improvement or enhancement of any of the foregoing, whether developed before, during, or after an engagement.
C.2 Client Property. You retain all rights to content, materials, branding, and data you provide to us or input into the Work Product ("Client Content"). Subject to your payment of all fees, we assign to you all right, title, and interest in the Work Product, excluding our Innovasium Property, Tools, AI Output, and materials of Foundation Model Providers and third-party services.
C.3 Licence to You. Subject to your compliance with these Terms and payment of fees, we grant you a perpetual, non-exclusive, non-transferable licence to use our Innovasium Property and Tools as embedded in the Work Product, for your internal business purposes. You will not extract, reverse engineer, sublicense, or use them to develop a competing product.
C.4 Licence to Us. You grant us a non-exclusive licence to use source code created in the Work Product to improve our products and reuse in other engagements, without disclosing your Confidential Information or using your trademarks except as permitted.
C.5 Trademarks and Publicity. You grant us a limited licence to use your name and logo to perform the Services and (unless you object in writing) to identify you as a client in our portfolio and marketing materials. Any feedback you provide may be used by us without restriction.
D. Fees
D.1 Fees and Invoicing. Fees are as set out in the applicable estimate. We invoice monthly to completion unless the estimate specifies otherwise. Pre-approved out-of-pocket expenses are reimbursed at cost.
D.2 Taxes. Fees are exclusive of HST, GST, and other applicable taxes, which you are responsible for paying.
D.3 Payment Terms. Invoices are due 30 days after receipt. Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law. We may suspend Services for invoices unpaid more than 45 days; delivery dates are extended by the duration of any suspension.
E. Confidentiality
E.1 Confidential Information. Each party may share non-public information identified as confidential or that a reasonable person would understand to be confidential, including the terms of any engagement, business plans, technical information, source code, prompts, and Client Content ("Confidential Information"). Confidential Information excludes information that is publicly available, independently developed without use of Confidential Information, rightfully received from a third party without confidentiality obligations, or required to be disclosed by law.
E.2 Obligations. The receiving party will use Confidential Information only to perform under the engagement, protect it with reasonable care, and disclose it only to its personnel and contractors who need to know and are bound by substantially similar obligations. Confidentiality obligations survive for four (4) years after termination.
F. Data Privacy
F.1 Personal Information processed in the course of the Services is governed by the DPA, which is incorporated into these Terms by reference. The DPA addresses processor roles, sub-processors, security, breach notification, data residency (default AWS US-East-1, configurable per engagement), and cross-border transfer disclosures.
G. Healthcare Engagements
G.1 If the applicable estimate identifies the engagement as a Healthcare Engagement (meaning the Work Product processes Health Information or supports the delivery of healthcare services), the Healthcare Addendum applies and is incorporated into these Terms by reference. The Healthcare Addendum addresses PHIPA agent designation, HIPAA posture, clinical decision support disclaimers, and Health Information breach notification.
H. Warranties
H.1 Our Warranty. We warrant that the Services will be performed in a competent, professional, and workmanlike manner, and that the Work Product (excluding AI Output, which is governed by Section B.2) will substantially conform to the specifications described in the applicable estimate.
H.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF DATA. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
H.3 Your Warranties. You represent that:
- Client Content does not infringe any third-party rights and is not unlawful,
- you have all rights and consents required for us to process Client Content in performing the Services, and
- you will maintain end-user terms and a privacy policy that comply with applicable law.
I. Indemnification
I.1 By Innovasium. We will defend you against any third-party claim that the Work Product (excluding AI Output, Client Content, third-party products, and Foundation Model Provider materials) infringes a copyright, trademark, trade secret, or patent registered or recognized in Canada or the United States, and pay damages finally awarded, provided you promptly notify us, allow us to control the defence, and reasonably cooperate.
I.2 By Client. You will defend us against any third-party claim arising from:
- Client Content,
- your breach of these Terms,
- your use of the Work Product inconsistent with these Terms or applicable law, or
- any content uploaded or input by you or your users.
I.3 AI Output Carve-Out. We do not indemnify you for any claim arising from AI Output, including claims relating to foundation model training data or model outputs generated in response to inputs.
J. Limits on Liability
J.1 Cap. Our total aggregate liability arising out of any engagement is limited to the amounts you paid us under the applicable estimate in the 12 months preceding the event giving rise to the claim.
J.2 Excluded Damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.
J.3 Excluded Items. We have no liability for third-party products, Foundation Model Provider materials, AI Output (subject to the warranty disclaimers above), client modifications to the Work Product, or goods or services we did not provide.
J.4 Non-Excludable. Nothing here excludes liability that cannot be excluded under applicable law (e.g., for fraud or for death or personal injury caused by negligence).
K. Term and Termination
K.1 Term. Each engagement begins on the effective date of the applicable estimate and continues until completion or earlier termination.
K.2 For Breach. Either party may terminate for material breach not cured within 30 days after written notice (5 days for non-payment).
K.3 For Convenience. Either party may terminate on 30 days' written notice. You remain responsible for fees for work performed through termination.
K.4 Survival. Sections B.2, C, D, E, F, G, H, I, J, and L survive termination.
K.5 Transition. On request and at your expense, we will provide reasonable transition assistance for up to 90 days after termination.
L. Miscellaneous
L.1 Independent Contractors. The parties are independent contractors. No agency, partnership, or employment relationship is created.
L.2 Force Majeure. Neither party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, pandemics, cyberattacks, and third-party service outages.
L.3 Assignment. Neither party may assign these Terms without the other's consent, except either party may assign to an affiliate or as part of a merger or sale of substantially all assets.
L.4 Notices. Notices must be in writing and may be delivered by email to the addresses on file.
L.5 Governing Law. These Terms are governed by the laws of Ontario and the federal laws of Canada applicable therein. The courts of Ontario have exclusive jurisdiction, subject to each party's right to seek injunctive relief in any court of competent jurisdiction.
L.6 Entire Agreement. These Terms, together with the applicable estimate, the DPA, and (where applicable) the Healthcare Addendum, constitute the entire agreement between the parties for the engagement and supersede prior discussions. In conflict, the estimate controls for scope/fees/delivery dates; these Terms control otherwise; the DPA and Healthcare Addendum control for their subject matter.
L.7 Updates. We may update these Terms from time to time. The current version is at innovasium.com/terms. Updates apply to new engagements; existing engagements continue under the version in effect on the date of the applicable estimate.
L.8 Severability; No Waiver. If any provision is unenforceable, the remaining provisions continue. Failure to enforce any provision is not a waiver.
L.9 Insurance. We maintain commercial general liability insurance with limits not less than CAD $2,000,000 per occurrence; certificates available on request.
