Terms of Service and End User Licence Agreement

Last updated: October 7, 2026

1. Agreement and Definitions

1.1 Parties. These Terms of Service and End User Licence Agreement (the "Terms") are a binding agreement between Ockham Labs Inc., a corporation incorporated under the laws of Canada ("Ockham", "we", "us"), and the person or entity that accepts them ("Customer", "you"). Ockham Labs Inc.'s registered address is 4222 Dixie Rd, Unit #145, Mississauga, Ontario L4W 1M6, Canada, and its legal notices email is hello@ockhamlabs.ai.

1.2 What the Terms cover. The Terms apply to Pulselake, available at pulselake.co, and to every related service, website, API, connector, software and document that we make available under the Pulselake name (together, the "Services"). Section 4 describes them. Other Ockham products have their own terms. The Services run on a common Ockham platform that is shared with other Ockham products. Your sign-in, workspace, team, billing, credits, support and the underlying systems may be shared across them, and features of another product may appear in your Account. If you use another Ockham product, its terms govern that use.

1.3 Acceptance. You accept the Terms by (a) ticking the box or clicking the button that says you agree, (b) signing an Order Form that refers to them, (c) connecting an AI assistant or other application to Pulselake, or (d) accessing or using the Services, whichever happens first. We keep a record of the version you accepted and when. If you accept for an organization, you confirm that you have authority to bind it, and "Customer" means that organization.

1.4 Business use only. The Services are for businesses, researchers and professionals. You confirm that you will use them only for business, commercial, research or professional purposes, and that you are not a consumer under any consumer protection Law. If you cannot confirm that, do not use the Services.

1.5 Who these Terms do not cover. Respondents and Participants do not accept these Terms and get no rights under them. Your dealings with them are your responsibility (section 5).

1.6 Order of precedence. If documents conflict, this order applies: (a) a written agreement signed by Ockham that expressly replaces these Terms; (b) an Order Form; (c) these Terms; (d) the Documentation and policies.

1.7 Changes to the Terms. We may update the Terms at any time by posting the new version or notifying you. A change takes effect on the date stated. For a change that materially reduces your rights, that date will be at least 14 days after posting, unless the change is required by Law or addresses a security or legal risk. If you do not agree, your only remedy is to stop using the Services and cancel under section 9. Using the Services after the effective date means you accept the update.

1.8 Definitions. In these Terms:

• "AI Feature" means any feature that uses a machine-learning or generative model, including simulations, personas, AI interviewers and moderators, conversational and voice surveys, transcription, summaries, sentiment, scoring and reports.
• "AI Output" means anything an AI Feature produces, including Synthetic Output.
• "Authorized User" means an individual or automated account that uses the Services through your Account, including employees, contractors, team members, client users and AI assistants you connect.
• "Beta Feature" means any feature or model we label beta, preview, experimental, early access, research-use or similar, or make available for evaluation.
• "Customer Content" means all briefs, questions, personas, audience definitions, media, files, survey definitions, responses, recordings, transcripts, prompts and other content that you, your Authorized Users, Respondents or Participants submit to or create through the Services, excluding Usage Data.
• "Documentation" means the guides and specifications we publish for the Services.
• "Law" means any statute, regulation, rule, order or other binding requirement of a governmental authority.
• "Order Form" means an order, quote, online checkout or plan selection that identifies the Services, fees and term.
• "Participant" means a real individual who joins a focus group, interview or other live session that you run through the Services.
• "Personal Information" means information about an identifiable individual.
• "Respondent" means a real individual who responds to, or is the subject of, a survey, assessment or other research activity that you run through the Services.
• "Study" means a simulation, survey, session or other research run that you start in the Services.
• "Synthetic Output" means simulated personas, actors, audiences, responses, reactions, behaviours, trajectories, signals, scores and reports that a model generates, as opposed to data collected from real individuals.
• "Third-Party Service" means any product, service, model, platform, connector or content that Ockham does not own and operate, including those in Schedule 2 and those you choose to connect.
• "Usage Data" means technical and operational data about use and performance of the Services, such as logs, traces, device details, IP addresses, approximate location, feature usage and billing events.

1.9 Interpretation and language. "Including" means "including without limitation". The Terms will not be read against us because we drafted them. The parties have expressly required that these Terms be drawn up in English. Les parties ont expressément exigé que les présentes conditions soient rédigées en anglais.

2. Accounts

2.1 Eligibility. You must be at least 18 years old and able to form a binding contract. You may not use the Services if any Law, including sanctions and export control Law, bars you from doing so.

2.2 Registration. You must give accurate registration details and keep them current. You may not create accounts by automated means, or create more than one account to obtain extra free runs or credits.

2.3 Authorized Users. You may let Authorized Users use the Services within the limits of your plan or Order Form. You are responsible for every Authorized User and for everything done through your Account, whether or not you authorized it.

2.4 Access credentials. You are solely responsible for protecting passwords, API keys, connector authorizations, Study links, invitation links and any other means of accessing your Account or your Studies. You must use multi-factor authentication where we offer it, and remove access promptly when it is no longer needed. Tell us as soon as you suspect unauthorized access.

2.5 Connected assistants and applications. If you connect an AI assistant, agent or other application to Pulselake, it acts as you. You are responsible for what it does, including Studies it starts and credits it spends, and for the terms of the application you connect.

2.6 Your administrators. Your administrators may view, manage, act as, suspend or remove Authorized Users in your Account and their content. You are responsible for your internal rules on that access and for telling Authorized Users about it.

3. Licence and Restrictions

3.1 Licence to the Services. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the term to access and use the Services for your internal business and research purposes. That includes running Studies for your own clients as part of a wider service you provide to them, where your plan allows client work.

3.2 Licence to connectors and software. Where we provide a connector, plug-in, script or other software for use with the Services, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the term to use it only to access the Services. It is licensed, not sold.

3.3 Licence to outputs. Subject to these Terms, section 4 and any Third-Party Service terms, you may use the reports and AI Outputs that your Studies produce for your internal business and research purposes, and may share them with your clients and stakeholders with the disclosures section 4.3 requires. We make no promise that AI Outputs are unique to you or can be protected by intellectual property rights.

3.4 Restrictions. You will not, and will not allow anyone else to:

• copy, modify, translate or create derivative works of the Services;
• rent, lease, lend, sell, sublicense, white-label or resell the Services, or offer them to third parties as a standalone or hosted service, unless an Order Form expressly permits it;
• reverse engineer, decompile, disassemble or try to obtain the source code, model weights, prompts, persona datasets or underlying configuration of the Services, except to the extent Law does not allow this restriction;
• extract, scrape or bulk-export personas, audience data or outputs in order to recreate the Services or their datasets;
• use the Services or AI Outputs to build, train or improve a competing product or model;
• access the Services by automated means other than the APIs, connectors and tools we provide for that purpose;
• bypass, probe or test the security, quotas, run limits, credits, access controls or billing of the Services;
• publish benchmark or performance results of the Services without our prior written consent;
• remove or alter any proprietary notice or any label that marks output as simulated; or
• use the Services in breach of Schedule 1 or any Law.

3.5 High-risk uses. The Services are not designed for uses where failure could lead to death, personal injury or serious harm, such as medical, clinical, safety or emergency decisions. You will not use them for those purposes.

3.6 Beta Features. Beta Features are provided for evaluation. They may contain errors, may change or disappear at any time, may carry extra limits on permitted use, and are provided "as is" with no warranty, service commitment or support. Do not rely on them for important decisions.

3.7 Updates. We may update, replace or remove any part of the Services, including models, personas and Study types, at any time. Results from the same Study may differ after an update.

3.8 Reservation of rights. We and our licensors keep all rights not expressly granted in these Terms.

4. The Pulselake Services

4.1 What Pulselake does. Pulselake is a research platform. Depending on your plan, it includes:

• Surveys and experience research. Surveys, assessments, forms and quizzes with real Respondents, with question logic, quotas, distribution by link, email or embedding, and scoring.
• AI-led interviews. One-to-one text, voice or video conversations in which an AI interviewer questions real Respondents and asks its own follow-up questions, at any scale.
• Focus groups. Live group sessions with real Participants, run by you or by an AI moderator, with recording and transcription.
• Simulation research. Persona Research, in which simulated personas each answer your questions independently, for uses such as audience discovery, market research, concept testing, preference analysis, and website or prototype evaluation. World Simulation, in which simulated actors interact over a number of rounds and their reactions spread and change. Neural Response, in which a model estimates response signals to a video for audience profiles you choose.
• Sample and recruitment. Access to Respondents and Participants through third-party panels.
• Analysis and reports. Transcription, summaries, themes, sentiment, scoring, benchmarks, dashboards, reports and exports.
• Automation and connections. Workflows, triggers, integrations, APIs and connectors, including connectors that let an AI assistant design and run Studies for you.

4.2 Synthetic Output is not real research. Persona Research, World Simulation and Neural Response produce Synthetic Output. Personas and actors are simulated. They are not real people, survey respondents or customers. A World Simulation result is one plausible path, not a forecast. Neural Response gives model estimates, and is not a measurement of any person's brain, body, attention or emotion. Synthetic Output is not a prediction or a statistical finding, is not representative of any population, may reflect model bias and error, and varies between runs. It does not replace research with real people. You alone decide how far to rely on it.

4.3 Honest use of results. You will not present Synthetic Output as responses from real people, as measured data, as a poll or survey of real people, as validated or representative research, or as a prediction of a real outcome. Whenever you share Synthetic Output or anything based on it, you will say clearly that it is simulated. You will not use it in advertising claims, regulatory filings, legal proceedings, investor materials or published research as evidence of what real people think or do.

4.4 Personas, audiences and datasets. Personas and audiences come from models, from datasets we hold or license, and from descriptions you give. Match counts, strata and audience sizes are approximate. You will not try to identify any real person from a persona or dataset. You will not build a persona of a real, identifiable individual without that person's consent, and never of a private individual or a minor.

4.5 Neural Response and other research-use features. Some features rely on models that are licensed to us for limited purposes. Where we mark a feature as research-use, non-commercial or similar, you may use it and its output only for that purpose, and you must give the acknowledgment we ask for before each run. Those features may have daily run limits per user, may be free or charged, and may be withdrawn without notice.

4.6 Briefs and media you provide. You confirm that you have all rights and consents for the briefs, questions, personas, documents, links, images, videos and other material you provide, including for it to be analyzed by models and sent to the providers that run them. Do not upload anything that is confidential to someone else or that you are not allowed to share.

4.7 Surveys, assessments and scoring. You decide who is invited, what is asked, how responses are scored and who sees the results. Scores, typologies, profiles, segments and benchmarks are tools for your own analysis. They are not validated psychometric, clinical or employment instruments unless we say so in writing. A survey agreement or consent text that you write is your document, and we do not review it. The Services may not keep proof that a Respondent accepted it, so keep your own records.

4.8 Voice, video and other sensitive collection. Features that capture voice, audio, video, files, signatures, location, demographics or conversational answers may only be used where Law allows and after you have given notice and obtained any consent required. Some of them send data to Third-Party Services in Schedule 2 for speech, transcription and analysis. You must tell Respondents so, and tell them when they are talking to an AI.

4.9 Interviews, focus groups and recording. For AI-led interviews and focus groups, you are responsible for recruiting Respondents and Participants, for the consent text shown to them, and for obtaining each person's consent to recording, transcription, AI analysis and any AI interviewer or moderator. You must comply with all Law on recording communications. You will not run a session with anyone who has not consented or who is under 18. A Participant who withdraws is excluded from analysis, but their recording and transcript may remain until deleted. Handling withdrawal and deletion requests is your responsibility.

4.10 Links and tokens. Anyone who holds a Study link, invitation link, token or webhook address can use it and may submit false, unwanted or harmful content. Treat them as secrets. You are responsible for who receives them and for checking what is submitted. We may block or limit submissions.

4.11 Runs, limits and credits. Credit and time estimates are approximate. Credits are used when a Study starts and are not returned if it fails, is stopped, or gives results you do not like, unless we choose to return them. We may limit the number, size, length and frequency of Studies, and may stop a Study that exceeds what we allow. Plan quotas may cause new responses to be rejected, and we are not responsible for responses that were not collected.

4.12 Ethics and review. You are responsible for any ethics, institutional, professional or regulatory review that your research needs, and for following the research and marketing codes that apply to you.

4.13 AI interviewers and moderators. An AI interviewer or moderator works from the guide and objectives you give, and generates its own questions, follow-ups and remarks. It may misunderstand a person, go off topic, or say something inaccurate or inappropriate. It is not a counsellor or adviser and will not respond to an emergency. You are responsible for the guide, for the topics you allow, for reviewing sessions, and for not using it with vulnerable people or on sensitive subjects without proper safeguards.

4.14 Sample, panels and incentives. If you buy sample or recruitment through the Services, Respondents and Participants come from third-party panel providers under their rules. We do not guarantee the number, speed, incidence, identity, attention or honesty of anyone who takes part, or that quotas will fill. Fees for sample that has been fielded are non-refundable. You will not try to identify or re-contact panel members except as the panel's rules allow. If you offer incentives, prizes or rewards, you are responsible for providing them, for any tax, and for compliance with contest, sweepstakes and gift Law.

4.15 Response quality. We do not verify who Respondents and Participants are. Any fraud, duplicate, bot or quality check in the Services is an aid only. You are responsible for cleaning and validating your data.

4.16 Distribution, embedding and branding. You are responsible for where and to whom you distribute or embed a Study, and for the names, logos, branding and domains you use, which you must have the right to use. You will not use a Study to impersonate another person or organization, or to collect passwords or other login details.

4.17 Workflows and integrations. Workflows, triggers and integrations can send Customer Content to other systems and can create, change or delete records and send messages there, such as in a CRM, messaging, storage or ticketing tool. Anything they do under your configuration is your act, and you are responsible for the consequences. We may change, limit or remove an integration at any time.

4.18 Templates, benchmarks and shared content. Templates, question libraries, frameworks and benchmarks, whether from us or from other users, are provided for convenience and are not validated for your purpose. If you publish a template or framework for others, you confirm that you have the right to do so, and we may remove it at any time.

5. Customer Content, Respondents, Privacy and Security

5.1 Ownership and licence. As between you and Ockham, you own Customer Content. You grant Ockham and its service providers a non-exclusive, worldwide, royalty-free licence, during the term and for the periods in section 5.11, to host, store, copy, transmit, display, analyze and process Customer Content as needed to provide, secure, support and bill for the Services, to enforce these Terms, and to comply with Law.

5.2 You are responsible for Customer Content. You are solely responsible for Customer Content and for all results, conclusions, decisions and actions based on the Services. You confirm that you have all rights, notices and consents needed to collect Customer Content, to give it to us, and to have us and our service providers process it as these Terms describe.

5.3 You decide what is collected, and why. You choose the questions, the audience, the media you record, the AI Features you switch on and the people you invite. We do not review Customer Content and do not decide why you collect or use Personal Information.

5.4 Privacy roles. As between you and Ockham, you are the organization that is accountable for, and in control of, the Personal Information in Customer Content, including that of Respondents and Participants. Ockham processes it as your service provider, on your instructions, which are these Terms, your configuration of the Services, and your use of them.

5.5 Respondents and Participants. They are your contacts, not ours. You must give them every notice, obtain every consent, and honour every right that Law requires. That includes notice of recording, transcription, AI analysis, AI moderators, the service providers in Schedule 2, and any transfer of their information to another country. You must handle their requests and complaints. We have no contract with them and owe them no duty.

5.6 Content you must not submit. Unless an Order Form signed by us says otherwise, you will not collect or submit through the Services: government-issued identification numbers; payment card or bank account numbers; health records or protected health information; biometric data used to identify a person; or Personal Information of anyone under 16 without verifiable consent of a parent or guardian, and never of a child under 13.

5.7 Privacy Policy. Our Privacy Policy at https://www.pulselake.co/privacy describes how we handle Personal Information that we collect for ourselves, such as account, billing, login and Usage Data. Personal Information in Customer Content is handled under this section 5.

5.8 Security efforts. We will use commercially reasonable administrative, technical and physical safeguards that we consider appropriate for the Customer Content we hold. We do not promise that any safeguard will be effective, that the Services are secure, or that Customer Content will not be accessed, lost, altered or disclosed without authorization. We make no statement about any certification, audit, encryption standard or isolation guarantee unless it is in an Order Form signed by us. You are responsible for the security of your Account, links, devices and connected applications, and for the roles and permissions you set.

5.9 Data location and transfers. The Services use cloud and Third-Party Services that may store or process data in Canada, the United States and other countries. You agree to those locations and transfers, and you are responsible for any notice or consent that Law requires. We will keep data in a specific country only if an Order Form signed by us says so.

5.10 Security incidents. If we confirm that Customer Content in our control has been accessed or disclosed without authorization, and Law requires us to notify you, we will do so without undue delay by email to your Account or notice contact, with the information we then have. Our notice or help is not an admission of fault or liability. You are responsible for deciding whether to notify regulators, Respondents, Participants and others, for the cost of doing so, and for your own incident records.

5.11 Retention, export and deletion.

• During the term, we keep Customer Content, including recordings and transcripts, as the Services are configured to keep it.
• The Services are not a system of record. Export and keep your own copies.
• After your Account ends, you may export Customer Content for 30 days, unless the Account was suspended for breach, non-payment, or a security or legal risk. After that we may delete it, with no obligation to keep or return it.
• Copies in backups, logs, archives and Third-Party Services may remain for up to 90 days after deletion from active systems, or longer where Law requires.
• The tools in the Services may not remove every copy of a person's data. If you need deletion that you cannot do yourself, ask us, and we will help where we reasonably can, at your cost.

5.12 Requests from individuals. If an individual asks us about Personal Information in Customer Content, we may refer them to you and pass you the request. You are responsible for responding.

5.13 Messages you send. If you use the Services to send invitations or other electronic messages, you are the sender. You are responsible for compliance with Canada's Anti-Spam Legislation, the CAN-SPAM Act and similar Law, including consent, sender identification and unsubscribe.

5.14 Disclosure required by Law. We may disclose Customer Content where we believe in good faith that Law, a court order, a warrant or a regulator requires it. Where permitted, we will tell you.

5.15 Usage Data. We collect and use Usage Data, including login records, IP addresses and approximate location, to operate, secure, support, bill for, analyze and improve the Services and to detect abuse. Usage Data is ours, subject to our Privacy Policy.

5.16 Support and operational access. You consent to our personnel accessing your Account and Customer Content (a) when your administrator or user approves a support access request, for the window approved, and (b) as needed to operate, secure and fix the Services, prevent abuse and comply with Law.

5.17 Data processing terms. If Law requires a data processing agreement between us, we will enter into our standard one on request. It forms part of these Terms, and its liability terms are subject to section 10.

6. AI Features and Human Judgment

6.1 How AI Features work. AI Features use models run by us or by Third-Party Services. When you use one, the briefs, questions, personas, media, responses, recordings, transcripts and other Customer Content it needs are sent to the provider that runs it. In conversational and voice surveys this can include a Respondent's earlier answers, name and email, and their voice. Schedule 2 lists the providers we use now.

6.2 Outputs may be wrong. AI Outputs are generated automatically. They may be inaccurate, incomplete, biased, offensive, out of date, or the same as outputs given to others. Transcripts may contain errors. Sentiment labels, summaries, themes, scores and recommendations are drafts for a researcher to review. They are not professional, legal, financial, medical or psychological advice. You must review AI Outputs before you rely on or share them.

6.3 Decisions about people. You will not use the Services or AI Outputs as the sole basis for any decision that has a legal or similarly significant effect on an individual, such as decisions about hiring, promotion, termination, pay, credit, insurance, housing, education, health or benefits. Any such decision needs meaningful human review by you. You are responsible for telling individuals when AI or automated tools are used on their information, as Law requires.

6.4 AI disclosure. You will tell Respondents and Participants when they are interacting with an AI Feature or an AI moderator, and you will not switch off or hide a disclosure that the Services give.

6.5 Model providers. We do not control how Third-Party Services retain, use or train on the data they receive. Their terms govern. We may change, replace or remove models and providers at any time, and results may change as a result.

6.6 Your own choices. A recommendation of a Study type, audience, sample size or question is a suggestion only. You approve the design of each Study before it runs, and the design is your responsibility.

7. Third-Party Services

7.1 Third-Party Services. The Services depend on and connect to Third-Party Services, including cloud hosting, model, voice, video, payment, email and monitoring providers, respondent panels, and any assistant, survey tool or application that you connect. Their own terms govern them, and you must follow those terms. We do not control them, are not responsible for them, and make no promise about their availability, security, accuracy, pricing or continued support.

7.2 Subprocessors. You authorize us to use the service providers in Schedule 2 and to add or replace service providers at any time. We will update Schedule 2 from time to time. Our responsibility for them is limited as section 10 says.

7.3 Imports and connections. If you connect another survey tool, storage service or application to import or export data, you confirm that you have the rights and consents to do so, and you authorize us to use the credentials you provide for that purpose.

7.4 Panels and recruitment. If you use a third-party panel or recruiter to find Respondents or Participants, your arrangement is with that provider. We do not vouch for who responds, or for the quality or honesty of responses.

7.5 Provider actions. If a provider suspends, limits or withdraws a service or a model, or changes its licence, parts of the Services may stop working or may become unavailable for some uses. We are not liable for that.

8. Fees, Credits and Payment

8.1 Fees. You will pay the fees in your Order Form, plan or pricing page, in the currency shown there. Fees are non-refundable unless these Terms expressly say otherwise. Usage-based fees, overages and add-ons are charged as incurred.

8.2 Subscriptions and renewal. Subscriptions renew automatically for successive terms of the same length, at the then-current price, unless you cancel before the renewal date in the Account settings or by written notice. Cancellation takes effect at the end of the current term.

8.3 Credits. Studies and AI Features are charged in credits. Free credits and free runs have no cash value and expire on the date shown, which for credits is 30 days after issue unless we say otherwise. Paid credits are non-refundable, non-transferable, and expire 12 months after purchase. Section 4.11 says when credits are used. The estimate shown before a Study is approximate, and the credits actually used may differ. We may change credit prices, the credits a feature uses, and free allowances, for future use, at any time.

8.4 Client billing. If you allocate credits to, or charge, your own clients through the Services, you are the seller. We are not a party to those transactions. You are responsible for pricing, tax, refunds, chargebacks and disputes.

8.5 Price changes. We may change prices on 30 days' notice. A change applies from your next renewal or billing period. If you do not accept it, you may cancel before it takes effect.

8.6 Payment and taxes. Payment is by the methods we offer, processed by third-party payment providers. You authorize us and them to charge your payment method for all fees when due and to retry failed payments. Fees do not include taxes. You will pay all sales, use, value-added, goods and services, harmonized sales and similar taxes, other than taxes on our income.

8.7 Late payment. Overdue amounts bear interest at 1% per month (12% per year), from the due date until paid, and you will pay our reasonable costs of collection, including legal fees. We may suspend the Services under section 9 if any amount is overdue.

9. Suspension, Changes and Termination

9.1 Our right to suspend. We may suspend, limit or disable all or part of the Services, or any Account, Authorized User, Study, session, link, connector or integration, at any time, immediately, and with or without notice, if we decide in our discretion that it is appropriate. Reasons include: a suspected breach of these Terms or Schedule 1; non-payment; a security, fraud or abuse risk; a complaint from a Respondent, Participant or other person; a request or order from a court, regulator or law enforcement; an action by a model or other provider; risk to the Services, other customers or third parties; unusual cost or load; or operational or legal reasons. We will try to give notice where practicable, but need not. Suspension may stop running Studies and live sessions and may make Customer Content unreachable.

9.2 Our right to change and discontinue. We may change, replace, limit or stop any Service, feature, Study type, model, persona dataset, plan, quota, free allowance or Beta Feature at any time. If we discontinue a paid Service entirely, we will give at least 30 days' notice, unless a shorter period is needed for legal, security or third-party reasons, and we will refund prepaid fees and unused paid credits for the period after discontinuation. That refund is your only remedy.

9.3 Term. These Terms start when you accept them and continue until your last Account or Order Form ends.

9.4 Termination by you. You may stop using the Services and cancel your Account at any time in the Account settings or by notice to us. You remain liable for fees through the end of the current term, and fees paid are not refunded.

9.5 Termination by us. We may terminate these Terms, an Order Form, or your access to any Service (a) for any reason or no reason on 30 days' notice, with a refund of prepaid fees for the period after termination, or (b) immediately on notice if you breach these Terms or Schedule 1, fail to pay when due, become insolvent, or if we believe continuing creates a legal, security or reputational risk.

9.6 Effect of termination. On termination, your licences end and you must stop using the Services. Unused free credits and free runs are cancelled. We may delete Customer Content under section 5.11. Your obligations under sections 4.3 and 4.5 continue to apply to any AI Output you keep. Sections 4.3, 4.5, 5.11, 9.6, 9.7 and 10 to 12, and any other terms that by their nature continue, survive.

9.7 No liability. We are not liable to you or anyone else for any suspension, change, discontinuation or termination made in line with these Terms, or for any resulting loss of data, access, revenue or business.

10. Disclaimers and Limitation of Liability

10.1 "As is". TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, AI OUTPUTS, SYNTHETIC OUTPUT, REPORTS, DOCUMENTATION, BETA FEATURES AND ALL OTHER MATERIALS WE PROVIDE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. WE AND OUR LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

10.2 No promise of results, security or availability. WITHOUT LIMITING 10.1, WE DO NOT WARRANT THAT THE SERVICES OR AI OUTPUTS WILL MEET YOUR REQUIREMENTS, BE AVAILABLE AT ANY TIME OR WITHOUT INTERRUPTION, BE SECURE, ACCURATE, COMPLETE, UNBIASED OR ERROR-FREE, OR ACHIEVE ANY RESULT. WE DO NOT WARRANT THAT SYNTHETIC OUTPUT REFLECTS, REPRESENTS OR PREDICTS WHAT ANY REAL PERSON, AUDIENCE OR MARKET THINKS OR WILL DO; THAT ANY STUDY, SESSION, RECORDING OR TRANSCRIPT WILL COMPLETE OR BE CAPTURED; THAT ANY RESPONSE COMES FROM A GENUINE OR HONEST RESPONDENT; OR THAT ANY CUSTOMER CONTENT WILL BE PRESERVED OR KEPT FROM LOSS, CORRUPTION, ACCESS OR DISCLOSURE. NO SERVICE LEVEL, UPTIME COMMITMENT, SUPPORT OR RESPONSE TIME APPLIES UNLESS AN ORDER FORM SIGNED BY US SAYS SO.

10.3 Third parties. WE MAKE NO WARRANTY ABOUT THIRD-PARTY SERVICES, MODELS, DATASETS, PANELS, CONNECTED APPLICATIONS OR TELECOMMUNICATIONS, OR ABOUT THE ACTS OF OTHER USERS, RESPONDENTS OR PARTICIPANTS.

10.4 Excluded losses. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER OCKHAM NOR ANY OF ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS OR SUBCONTRACTORS, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (TOGETHER, THE "OCKHAM PARTIES") WILL BE LIABLE FOR ANY OF THE FOLLOWING, EVEN IF ADVISED OF THE POSSIBILITY OR IF IT WAS FORESEEABLE, AND WHETHER THE CLAIM IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE:

• (a) LOSS OF REVENUE, PROFIT, BUSINESS, CONTRACTS, GOODWILL, REPUTATION OR ANTICIPATED SAVINGS;
• (b) ANY BUSINESS, PRODUCT, PRICING, MARKETING, INVESTMENT, HIRING OR OTHER DECISION MADE IN RELIANCE ON AI OUTPUTS, SYNTHETIC OUTPUT, SCORES OR REPORTS;
• (c) LOSS, CORRUPTION OR UNAVAILABILITY OF, OR UNAUTHORIZED ACCESS TO OR DISCLOSURE OF, DATA, INCLUDING CUSTOMER CONTENT, RECORDINGS AND PERSONAL INFORMATION;
• (d) COSTS OF NOTIFYING INDIVIDUALS OR REGULATORS, CREDIT MONITORING, FORENSIC OR LEGAL SERVICES, AND ANY FINE, PENALTY OR REGULATORY ORDER;
• (e) CLAIMS BY RESPONDENTS, PARTICIPANTS, YOUR CLIENTS, YOUR AUTHORIZED USERS, DATA SUBJECTS OR OTHER THIRD PARTIES;
• (f) FAILED, INCOMPLETE OR UNSATISFACTORY STUDIES, LOST RESPONSES, DOWNTIME, DELAY, OR ANY SUSPENSION, CHANGE, DISCONTINUATION OR TERMINATION UNDER THESE TERMS;
• (g) COSTS OF REPLACEMENT SERVICES OR OF REPEATING RESEARCH; OR
• (h) ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES.

10.5 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE OCKHAM PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICES, UNDER ANY LEGAL THEORY, WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID TO US FOR THE SERVICES IN THE THREE (3) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY, OR CAD $100 IF YOU PAID NOTHING OR LESS THAN THAT AMOUNT, INCLUDING WHERE YOU USED FREE CREDITS, FREE RUNS OR A BETA FEATURE. THE CAP IS ONE CUMULATIVE LIMIT FOR ALL CLAIMS TOGETHER, NOT A LIMIT PER CLAIM OR PER EVENT.

10.6 What the limits do not cover. Sections 10.4 and 10.5 do not limit liability that Law does not allow to be limited or excluded, including liability for fraud or wilful misconduct. Where a Law prevents part of this section from applying, the rest applies to the fullest extent that Law permits.

10.7 Exclusive remedy. For a failure of the Services, your sole and exclusive remedy, and our entire liability, is, at our option, to re-run the affected Study, return the credits it used, or refund the fees you paid us for the affected Service for the period of the failure.

10.8 Time limit. Any claim against an Ockham Party must be started within one (1) year after the cause of action arises, or it is barred, to the full extent Law permits.

10.9 Protection of others. The Ockham Parties who are not parties to these Terms are intended third-party beneficiaries of sections 7 and 9 to 11, and may rely on and enforce them. Respondents, Participants and your clients are not beneficiaries of these Terms, and we owe them no duty.

10.10 Risk allocation. You acknowledge that this section 10 is a reasonable allocation of risk, that our fees reflect it, and that we would not provide the Services without it. You have not relied on any statement, sample, demonstration or marketing material from us that is not in these Terms.

11. Indemnity, Intellectual Property and Confidentiality

11.1 Your indemnity. You will defend, indemnify and hold harmless the Ockham Parties from and against all claims, demands, investigations and proceedings brought by a third party or governmental authority, and all resulting losses, damages, liabilities, settlements, fines, penalties, costs and expenses (including reasonable legal fees), arising out of or relating to: (a) Customer Content, or our processing of it as these Terms permit; (b) your collection, use or disclosure of Personal Information, including any failure to give notice, obtain consent or honour rights; (c) claims by Respondents, Participants, your clients, your Authorized Users or data subjects; (d) your use, publication or presentation of AI Outputs and Synthetic Output; (e) messages, invitations, incentives and Studies that you send or run; (f) your workflows, integrations and connected applications; (g) your breach of these Terms, Schedule 1 or any Law; or (h) a dispute between you and a Third-Party Service. This section is not subject to the limits in section 10.

11.2 Procedure. We will give you prompt notice of a claim. A delay relieves you only to the extent it materially prejudices you. You will control the defence and settlement, but may not settle in a way that admits fault for us or imposes obligations on us without our written consent, which we will not unreasonably withhold. We may take part with our own lawyers at our own expense.

11.3 Our indemnity. We give no indemnity under these Terms.

11.4 Our IP. Ockham and its licensors own all rights in the Services, the Documentation, and our models, prompts, personas, persona datasets, Study designs, templates, question libraries, scoring methods and report formats, and in all improvements and derivatives of them, whoever suggests or makes them. Nothing in these Terms transfers any of that to you.

11.5 Your IP. You keep ownership of Customer Content and of the methodologies, frameworks, questionnaires and branding that you bring to the Services. Using them to configure the Services does not give us ownership of them. We may use them only as needed to provide the Services to you. Your rights in AI Outputs are set out in section 3.3.

11.6 Feedback. If you give us suggestions or other feedback about the Services, we may use it for any purpose, without payment, credit or confidentiality, under a perpetual, irrevocable, worldwide, royalty-free licence that you now grant.

11.7 Aggregated and de-identified data. We may create aggregated or de-identified data from Customer Content and Usage Data, and use it for any lawful purpose, including to operate, secure, benchmark and improve the Services, as long as it does not identify you, any Authorized User, or any Respondent or Participant. We own that data.

11.8 Content you publish. If you publish a template, framework or other item for other users, you grant us and those users a non-exclusive, worldwide, royalty-free licence to use, copy, adapt and display it, unless you specify other terms when publishing. We may review, reject, remove or change the visibility of any item at any time.

11.9 Confidentiality. Each party will use the other's non-public information that is marked or reasonably understood to be confidential only to exercise its rights and perform its obligations under these Terms, will protect it with reasonable care, and will share it only with personnel, service providers and advisers who need it and are bound to protect it. This does not apply to information that is public through no fault of the recipient, already known to it, received from a third party without restriction, or developed independently. A party may disclose where Law requires, after notice where permitted. These duties last three years after the Terms end, and longer for trade secrets. Our handling of Customer Content is governed by section 5.

11.10 Publicity. We may identify you as a customer by name and logo unless you tell us in writing not to.

12. Governing Law, Disputes and General Terms

12.1 Governing law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Informal resolution. Before starting a proceeding, each party will give the other written notice of the dispute and try in good faith to resolve it for 30 days.

12.3 Arbitration. Any dispute not resolved under 12.2 will be finally resolved by binding arbitration before one arbitrator in Toronto, Ontario, in English, under the Arbitration Act, 1991 (Ontario) or, where it applies, the International Commercial Arbitration Act, 2017 (Ontario). If the parties cannot agree on an arbitrator within 10 days of notice, either may ask the Ontario Superior Court of Justice to appoint one. The arbitrator sets the procedure, may award costs, and must give written reasons. The award is final and binding, with no appeal. The arbitration is confidential, except as needed to enforce the award or as Law requires.

12.4 Individual claims only. Each party may bring claims only in its own capacity, and not as a plaintiff or class member in any class, collective or representative proceeding.

12.5 Courts. Either party may go to the courts of Ontario for an injunction or other urgent relief to protect its intellectual property or confidential information, and to enforce an award. Each party submits to the exclusive jurisdiction of those courts for those purposes.

12.6 Force majeure. Neither party is liable for a failure or delay caused by something beyond its reasonable control, including natural disaster, war, labour dispute, government action, power or network failure, failure of a model provider, cloud provider or other Third-Party Service, or cyberattack. This does not excuse a payment obligation.

12.7 Assignment. You may not assign or transfer these Terms without our written consent. We may assign or transfer them, in whole or in part, to an affiliate or to a successor in a merger, acquisition, reorganization, financing or sale of assets.

12.8 Notices. We may give you notice by email to the address on your Account, by posting in the Services, or on our website. You may give us notice at hello@ockhamlabs.ai. Email notices are treated as received on the next business day after sending.

12.9 Export and sanctions. You will comply with all export control and sanctions Law. You confirm that you are not on any restricted-party list and will not use the Services for a prohibited end use or in a prohibited jurisdiction.

12.10 Electronic records. These Terms, Order Forms and notices may be accepted, signed and delivered electronically, and our records of your acceptance are evidence of it.

12.11 Entire agreement and severability. These Terms, the Schedules and any Order Form are the entire agreement about the Services and replace all earlier discussions and agreements about them, except a signed agreement under section 1.6(a). If a provision is found unenforceable, it will be read down as far as needed, and the rest stays in effect.

12.12 Waiver and relationship. A waiver is effective only if it is in writing and signed. A delay in enforcing a right is not a waiver. The parties are independent contractors.

12.13 Third parties. Except for the Ockham Parties under section 10.9, no one other than the parties has any right under these Terms.

12.14 Contact. Questions about these Terms: hello@ockhamlabs.ai. Privacy questions: our privacy officer at hello@ockhamlabs.ai.

Schedule 1: Acceptable Use Policy

You will not, and will not allow anyone else to, use the Services to:

• break any Law, or infringe or violate any intellectual property, privacy, publicity or other right;
• collect, use or share Personal Information without the notices, consents and legal basis that Law requires, or in a deceptive way;
• collect the kinds of content that section 5.6 says not to submit, or collect passwords or other login details;
• run research with anyone under 18 without the consents Law requires, or with children under 13 at all;
• record, transcribe or analyze anyone who has not consented;
• hide from a person that they are dealing with an AI;
• send unsolicited, deceptive or unlawful messages, or run a fake survey, a push poll, a phishing page, or a sales pitch disguised as research;
• impersonate any person or organization;
• present Synthetic Output as data from real people, as a poll, or as a prediction of a real result, or remove a label that marks output as simulated;
• simulate, profile or build a persona of a real, identifiable private individual, or try to identify a real person from a persona, a dataset or a panel;
• create or spread disinformation, or deceive or manipulate voters, consumers or investors;
• make a decision that section 6.3 says needs human review without that review;
• upload or generate content that is unlawful, defamatory, harassing, hateful, sexually exploitative or violent, or that promotes self-harm;
• distribute malware, or try to access any account, system or data that you are not authorized to access;
• get around quotas, run limits, free allowances, credits, billing, access controls or safety features, or create multiple accounts to do so;
• use a research-use or non-commercial feature for any other purpose; or
• help or encourage anyone else to do any of the above.

We may investigate suspected violations, stop Studies, remove content, and report unlawful activity to authorities. A violation allows us to act under section 9.

Schedule 2: Subprocessors and Third-Party Services

We use the providers below to deliver the Services and may add or change providers under section 7.2. Which of them receive your data depends on the features you use. Where these providers store or process data is described in section 5.9.