Terms of Service

1. Service Description

1.1 Northscope provides a multi-dimensional analytical review of business and investment property documentation for individuals and entities evaluating potential business, investment property, or hybrid acquisitions (the "Service"). The Service is designed to assist prospective buyers in identifying risks, assessing valuation, and making more informed decisions in connection with the acquisition of a business, an investment property, or substantially all of a business's assets. The Service constitutes an independent analytical review and is intended to supplement, not replace, comprehensive professional due diligence conducted by qualified professionals.

1.2 The Service employs a proprietary multi-framework analytical methodology, which includes computational analysis, structured adversarial review, and multi-dimensional risk assessment across financial, operational, legal, commercial, and structural dimensions. This methodology is designed to surface risks, inconsistencies, and material considerations that conventional review methodologies may overlook. The structured adversarial review component subjects the transaction documentation to rigorous scrutiny from multiple analytical perspectives to stress-test assumptions and identify potential weaknesses in the acquisition thesis.

1.3 The Service includes, without limitation, the following deliverables and analytical components: independent valuation assessment based on industry-specific multiples, comparable transaction data, and financial performance metrics; structured risk identification and categorization across financial, operational, legal, regulatory, and structural dimensions; actionable recommendations with specific findings, implications, risk severity assessments, and suggested next steps for further investigation or negotiation; and analysis of deal structure, terms, and conditions where such information is made available by the Client.

1.4 Upon completion of the analysis, a comprehensive written report shall be delivered to the Client via email in Portable Document Format (PDF). The report shall contain the full findings, assessments, and recommendations generated through the analytical process described herein. Delivery shall be deemed complete upon successful transmission of the report to the email address provided by the Client at the time of order submission.

1.5 The Service employs automated analytical frameworks, including but not limited to computational models, algorithmic analysis, and structured analytical processes. The Service does not employ human analysts, licensed professionals, Certified Public Accountants, Chartered Professional Accountants, attorneys, investment advisors, or any individuals holding professional licensure of any kind in the production of its analysis. The analytical output is generated entirely through proprietary automated systems and computational methodologies. No human professional reviews, approves, certifies, or endorses any individual report or analysis prior to delivery.

2. Scope and Limitations

2.1 The Service is explicitly not legal advice and shall not be construed as a substitute for review, consultation, or representation by a qualified attorney licensed in the applicable jurisdiction. Nothing in any report, analysis, or communication from Northscope shall be interpreted as legal counsel, and no attorney-client relationship is created or implied by your use of the Service or receipt of any report or analysis hereunder.

2.2 The Service is explicitly not accounting advice and shall not be construed as a substitute for verification, review, compilation, or audit by a Chartered Professional Accountant (CPA), Certified Public Accountant (CPA), or other qualified accounting professional. No accountant-client relationship is created or implied by your use of the Service. Financial figures, ratios, and calculations presented in the report are derived from documents provided by the Client and have not been independently verified or audited.

2.3 The Service does not constitute an audit of financial statements, business records, or any other documents submitted for analysis. The analysis does not conform to Generally Accepted Auditing Standards (GAAS), International Standards on Auditing (ISA), or any other professional auditing framework. No opinion is expressed on the fairness of presentation of financial statements in accordance with Generally Accepted Accounting Principles (GAAP), International Financial Reporting Standards (IFRS), or any other accounting framework.

2.4 The Service does not provide a guarantee of authenticity of any documents submitted for analysis. Northscope does not independently verify the provenance, accuracy, authenticity, or completeness of any document, record, statement, or representation provided by the Client. The analysis presumes, without independent verification, that all documents submitted are genuine and have not been materially altered, fabricated, or presented in a misleading manner.

2.5 The Service does not include a physical inspection or on-site verification of business operations, assets, inventory, equipment, real property, or any other tangible or intangible assets of the transaction under evaluation. No representations are made regarding the physical condition, existence, or operational status of any asset identified in the documentation provided.

2.6 The Service does not include a background investigation of sellers, owners, officers, directors, key employees, or any other individuals or entities associated with the transaction under evaluation. No due diligence is performed on the personal, professional, or legal history of any individual or entity in connection with the analysis.

2.7 The analytical methodology employed by the Service is a proprietary computational analytical methodology utilizing automated frameworks and structured adversarial review. Notwithstanding any language in marketing materials, the Service website, or the report itself, the analysis is not a review performed by licensed professionals, human analysts, Certified Public Accountants, Chartered Professional Accountants, attorneys, licensed financial advisors, business valuators, or any individual holding professional licensure, certification, or designation of any kind. All analysis is generated through automated computational processes without individual human professional judgment, review, or approval.

2.8 The analysis is performed solely and exclusively on the basis of documents, records, and information provided by the Client through the Service's submission portal. Northscope does not conduct any independent verification, audit, authentication, corroboration, or external research in connection with the analysis. The quality, accuracy, and completeness of the analysis are therefore directly dependent upon, and limited by, the quality, accuracy, and completeness of the documents and information provided by the Client. Omission of material documents or information by the Client may result in an analysis that is incomplete, inaccurate, or materially misleading.

2.9 The analysis, report, and all deliverables provided hereunder may contain errors, omissions, inaccuracies, or incomplete assessments. Northscope makes no representation, warranty, or guarantee regarding the accuracy, completeness, reliability, timeliness, or fitness for any particular purpose of any analysis, report, recommendation, valuation, risk assessment, or other output generated by the Service. The Client acknowledges and agrees that the analysis is provided on an informational basis only and that the Client bears sole responsibility for independently verifying any findings, conclusions, or recommendations contained therein before taking any action in reliance thereon.

3. Payment and Pricing

3.1 The fee for the Service is $3,000 USD per analysis engagement (the "Service Fee"), payable in full via Stripe at the time of order submission and prior to the submission of any documents for analysis. Payment must be received and confirmed by Northscope's payment processing systems before the analysis process will commence. No analysis shall be initiated, and no report shall be generated or delivered, until payment has been successfully processed and confirmed in full.

3.2 Pricing for the Service is subject to change at any time and without prior notice, at the sole discretion of Northscope. Any change in pricing shall not affect orders for which payment has already been received and confirmed. The Service Fee in effect at the time of your payment shall govern the transaction, and no additional charges shall be assessed retroactively in connection with that engagement.

3.3 All fees, prices, and charges referenced in these Terms and throughout the Service are denominated in United States Dollars (USD) unless expressly specified otherwise. Where payment is submitted in a currency other than USD, currency conversion shall be performed by the payment processor (Stripe) at the prevailing exchange rate at the time of transaction processing. Northscope shall not be responsible for any exchange rate fluctuations, conversion fees, foreign transaction fees, or additional charges imposed by your financial institution or payment processor in connection with currency conversion.

3.4 Northscope reserves the right, at its sole and absolute discretion, to offer different pricing tiers, promotional pricing, volume discounts, preferred pricing, early-access pricing, or other pricing arrangements to any individual, entity, or class of customers at any time without obligation to extend equivalent pricing to any other customer. The existence or availability of any such pricing arrangement shall not entitle you to receive equivalent pricing or any adjustment to the Service Fee applicable to your engagement.

4. Refund Policy

4.1 If you are not satisfied with your report for any reason, or for no reason whatsoever, you may request a full refund of the Service Fee within seven (7) calendar days of the date of purchase by contacting support@northscope.io. No questions will be asked, and no justification or explanation is required for refund requests submitted within the applicable refund period. Refunds shall be processed to the original method of payment within a commercially reasonable timeframe following approval of the refund request.

4.2 The refund entitlement described in Section 4.1 is limited to one (1) refund per customer. For the purposes of this provision, "customer" shall be determined by Northscope based on any combination of email address, payment method, name, or other identifying information, at Northscope's sole discretion. Subsequent orders placed by a customer who has previously received a refund shall not be eligible for refund under Section 4.1, except as provided in Section 4.3.

4.3 Notwithstanding the limitation set forth in Section 4.2, delivery failures -- including but not limited to system errors, processing failures, or instances in which the Client never receives the completed report -- shall always be eligible for a full refund, regardless of whether the Client has previously received a refund in connection with a prior engagement. Delivery failure refund requests must be submitted to support@northscope.io and may be subject to verification by Northscope.

4.4 For complete details regarding refund eligibility, procedures, processing timelines, and exceptions, please refer to our full Refund Policy, which is incorporated herein by reference and forms an integral part of these Terms.

5. DISCLAIMER OF WARRANTIES

THE SERVICE, INCLUDING ALL REPORTS, ANALYSES, RECOMMENDATIONS, VALUATIONS, RISK ASSESSMENTS, AND ALL OTHER DELIVERABLES AND OUTPUTS GENERATED BY OR THROUGH THE SERVICE, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NORTHSCOPE HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

NORTHSCOPE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. NORTHSCOPE DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. NO WARRANTY IS MADE REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR USEFULNESS OF ANY ANALYSIS, REPORT, RECOMMENDATION, VALUATION, RISK ASSESSMENT, OR OTHER INFORMATION OBTAINED THROUGH THE SERVICE.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE AND EXCLUSIVE RISK. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, COMPLETENESS, AND USEFULNESS OF THE SERVICE AND ANY ANALYSIS OR REPORT GENERATED THEREBY REMAINS WITH YOU. YOU ASSUME FULL RESPONSIBILITY FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SERVICE FOR THE RECONSTRUCTION OF ANY LOST DATA.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NORTHSCOPE, THROUGH THE SERVICE, OR FROM ANY REPORT, ANALYSIS, OR OTHER DELIVERABLE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WITHOUT LIMITING THE FOREGOING, NORTHSCOPE DOES NOT WARRANT OR REPRESENT THAT ANY INFORMATION OR ANALYSIS PROVIDED THROUGH THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESS TO THE SERVICE FROM JURISDICTIONS WHERE ITS CONTENTS OR USE IS ILLEGAL OR RESTRICTED IS PROHIBITED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU. TO THE EXTENT THAT NORTHSCOPE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF NORTHSCOPE'S LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

6. Assumption of Risk

6.1 By using the Service and receiving any report, analysis, or deliverable hereunder, you expressly acknowledge, understand, and agree to each of the following:

(a) Business and investment property acquisitions are inherently complex transactions that involve substantial financial risk, including but not limited to the risk of total loss of invested capital, undisclosed liabilities, overvaluation, operational disruption, regulatory non-compliance, and unforeseen market conditions. No analytical tool, report, or methodology -- including the Service -- can eliminate, fully quantify, or comprehensively identify all risks associated with any particular acquisition or investment transaction.

(b) The Service is one analytical input among many that should be considered in connection with any acquisition decision. The Service does not constitute a comprehensive due diligence engagement, and no report or analysis generated by the Service should be treated as a substitute for thorough, independent professional due diligence conducted by qualified attorneys, accountants, financial advisors, industry specialists, and other professionals with expertise relevant to the specific transaction under evaluation.

(c) You assume all risk associated with any acquisition decision, business or property transaction, investment, or other action taken or not taken in connection with, in reliance upon, or informed by any analysis, report, recommendation, finding, or other output of the Service. You acknowledge that the ultimate decision to proceed with, modify the terms of, or decline any acquisition rests solely and exclusively with you, and that Northscope bears no responsibility whatsoever for the outcome of any such decision.

(d) Northscope expressly disclaims any and all responsibility for the outcome of any transaction, acquisition, investment, or business decision made by the Client or any third party in connection with, in reliance upon, or informed by the Service or any report, analysis, or deliverable generated hereunder. This disclaimer applies regardless of whether the analysis was accurate, complete, or relied upon by the Client in making such decision.

(e) You have been advised, and hereby acknowledge that you have been advised, to retain independent professional counsel -- including but not limited to legal counsel, a qualified accountant, a financial advisor, and any relevant industry specialists (including real estate counsel, inspectors, and appraisers where applicable) -- before making any acquisition decision or entering into any binding commitment in connection with a business or property acquisition. Your decision to proceed without retaining such independent professional counsel is made at your own risk and without any encouragement or endorsement by Northscope.

7. Your Responsibilities

7.1 By using the Service and submitting documents for analysis, you represent and warrant that you have the legal right, authority, and capacity to upload, transmit, and submit all documents provided to the Service. You represent that you are either the lawful owner of such documents or have obtained all necessary permissions, consents, and authorizations from the rightful owner to submit such documents for the purpose of analysis by Northscope. You agree to indemnify and hold harmless Northscope from any claim arising from the submission of documents that you did not have the legal right to provide.

7.2 You represent and warrant that all documents submitted to the Service are authentic, genuine, and have not been materially altered, falsified, fabricated, or presented in a manner that is misleading or deceptive. You acknowledge that the accuracy and reliability of the analysis generated by the Service is directly dependent upon the authenticity and completeness of the documents you provide, and that submission of altered, fabricated, or misleading documents may result in an analysis that is inaccurate, incomplete, or materially misleading.

7.3 You acknowledge and understand that the Service provides independent analytical review utilizing automated computational methodologies and does not constitute professional legal advice, accounting advice, financial advice, investment advice, tax advice, or any other form of advice requiring professional licensure, certification, or registration. You understand and agree that no professional-client relationship of any kind is created by your use of the Service.

7.4 You agree and commit that you will consult qualified professional advisors -- including but not limited to legal counsel, accountants, financial advisors, tax professionals, and relevant industry specialists -- before making any acquisition decision, entering into any binding commitment, or taking any material action in reliance upon or informed by the analysis, report, or recommendations provided by the Service. You acknowledge that this commitment is a material term of this Agreement and that Northscope has relied upon this commitment in providing the Service to you.

7.5 You accept full and exclusive responsibility for any and all decisions made, actions taken, or actions not taken based on, informed by, or in connection with the analysis, reports, recommendations, findings, or other outputs of the Service. You acknowledge that Northscope provides analytical information only and that the interpretation, application, and use of such information -- including any decision to proceed with, decline, or modify the terms of any acquisition -- rests solely with you.

8. Intellectual Property

8.1 All reports, analyses, methodologies, analytical frameworks, scoring systems, valuation models, risk assessment matrices, report templates, software, algorithms, trade secrets, and related materials produced by or on behalf of Northscope (collectively, the "Northscope IP") are and shall remain the sole and exclusive intellectual property of Northscope. Nothing in these Terms or in any report or deliverable shall be construed as granting, conveying, or transferring any ownership right, title, or interest in or to any Northscope IP, except for the limited license expressly set forth in Section 8.2.

8.2 Upon delivery of a report and subject to your compliance with these Terms and the payment of all applicable fees, Northscope grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to use your report solely for personal, internal decision-making purposes related to the specific acquisition under evaluation at the time of order submission. You may share your report with your legal counsel, accountant, financial advisor, or other professional advisors directly and personally engaged by you in evaluating the same transaction, provided that such sharing is for the sole purpose of obtaining professional advice in connection with the specific acquisition and that each recipient is informed of the limitations and disclaimers set forth in these Terms.

8.3 You may not redistribute, republish, resell, sublicense, publicly display, publicly perform, create derivative works from, reverse engineer, decompile, or otherwise make available any Northscope report, analysis, methodology, framework, or other Northscope IP to any third party for any commercial purpose whatsoever. You may not use any Northscope report or analysis for the purpose of developing, training, or improving any competing product or service. Violation of this Section 8.3 shall constitute a material breach of these Terms and may subject you to injunctive relief and damages as provided by applicable law.

9. Data Usage and Derived Insights

9.1 By using the Service, you acknowledge and agree that Northscope retains the right to derive anonymized, aggregated, and de-identified analytical data from materials processed through the Service. Such derived data shall not contain any information that could reasonably be used to identify any specific transaction, business, buyer, seller, or individual. Such data includes, but is not limited to:

(a) Anonymized Analytical Data

• Industry valuation multiples and pricing benchmarks
• Financial ratio distributions and performance ranges
• Risk pattern frequencies and common risk indicators
• Deal structure characteristics and terms distributions
• Other statistical and analytical insights that cannot be traced to any specific transaction, buyer, seller, or business

(b) Market Intelligence

9.2 Such anonymized analytical data may be used to:

• Improve and refine our analytical models and methodologies
• Compile market intelligence reports and benchmarking datasets
• Create derivative data products for commercial distribution
• Publish industry research, white papers, and market analyses
• Develop proprietary transaction intelligence and industry insights

(c) No Personal or Transaction Identification

9.3 Anonymized analytical data will never include:

• Business names, addresses, or identifying details of any entity
• Buyer or seller names, contact information, or personal identifiers
• Specific document contents, excerpts, or quoted material
• Any information that could reasonably be used to identify a specific transaction, business, or individual

(d) Document Handling and Data Retention

9.4 Documents and data submitted to the Service are retained for as long as reasonably necessary to provide, maintain, and improve the Service, comply with legal obligations, resolve disputes, and enforce agreements. In order to perform the analysis, document contents may be transmitted to third-party infrastructure providers via encrypted connections for processing purposes. A current list of categories of service providers is maintained in our Privacy Policy.

9.5 You may request deletion of your submitted documents by contacting support@northscope.io. Northscope will process deletion requests within a reasonable timeframe, subject to any legal retention obligations.

(e) Structured Outputs

9.6 Structured analytical outputs generated during the analysis process -- including risk scores, financial ratios, valuation assessments, and recommendation data -- become part of the anonymized analytical dataset as described in Section 9(a) above. These outputs are retained in de-identified form and are not attributable to any specific transaction.

10. Limitation of Liability

10.1 To the maximum extent permitted by applicable law, Northscope, its officers, directors, employees, agents, affiliates, successors, and assigns shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, loss of goodwill, diminution in value, cost of procurement of substitute services, or any other intangible losses, arising out of or related to your use of or inability to use the Service, your reliance on any analysis, report, recommendation, or other output of the Service, any acquisition decision or business or property transaction made in connection with our reports, any errors, omissions, or inaccuracies in any analysis or report, unauthorized access to or alteration of your documents or data, or any other matter relating to the Service, regardless of whether such damages are based on warranty, contract, tort, statute, or any other legal theory, and regardless of whether Northscope has been advised of the possibility of such damages.

10.2 In no event shall Northscope's total aggregate liability to you for all claims arising out of or relating to these Terms or the Service exceed the total amount actually paid by you to Northscope for the specific Service engagement giving rise to the claim. This limitation of aggregate liability applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall survive the termination or expiration of these Terms.

IN NO EVENT SHALL NORTHSCOPE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY DECISION MADE, ACTION TAKEN, OR ACTION NOT TAKEN BY YOU OR ANY THIRD PARTY IN RELIANCE ON, INFORMED BY, OR IN CONNECTION WITH ANY ANALYSIS, REPORT, RECOMMENDATION, VALUATION, RISK ASSESSMENT, FINDING, OR OTHER OUTPUT GENERATED BY OR THROUGH THE SERVICE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NORTHSCOPE SHALL HAVE NO LIABILITY WHATSOEVER FOR THE OUTCOME OF ANY ACQUISITION, TRANSACTION, INVESTMENT, OR BUSINESS DECISION, REGARDLESS OF WHETHER THE ANALYSIS WAS ACCURATE, COMPLETE, OR RELIED UPON IN MAKING SUCH DECISION.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), BREACH OF WARRANTY, MISREPRESENTATION, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF NORTHSCOPE HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK AND THAT SUCH LIMITATIONS ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, NORTHSCOPE'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IF ANY LIMITATION OR EXCLUSION OF LIABILITY SET FORTH IN THESE TERMS IS FOUND TO BE INVALID, ILLEGAL, OR UNENFORCEABLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF NORTHSCOPE SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICE GIVING RISE TO THE CLAIM OR (II) THE MAXIMUM AMOUNT PERMITTED BY APPLICABLE LAW, AND THE REMAINING LIMITATIONS AND EXCLUSIONS SHALL CONTINUE TO APPLY TO THE FULLEST EXTENT PERMITTED.

11. Indemnification

11.1 You agree to indemnify, defend, and hold harmless Northscope, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or related to:

• Your use of the Service or any report, analysis, or deliverable generated hereunder
• Your breach of any term, condition, representation, or warranty set forth in these Terms of Service
• Your violation of any applicable law, regulation, ordinance, or the rights of any third party
• Any acquisition decision, business or property transaction, investment, or other action or inaction undertaken in connection with, in reliance upon, or informed by our analysis, reports, or recommendations
• Documents submitted to the Service that you did not have the legal right, authority, or consent to provide
• Any claim by a third party arising from your sharing, distribution, or use of any report or analysis in a manner inconsistent with the license granted in Section 8.2

This indemnification obligation shall survive the termination or expiration of these Terms and shall apply regardless of whether Northscope was negligent or otherwise at fault in connection with the underlying claim.

12. Dispute Resolution

12.1 Any dispute, controversy, or claim arising out of or relating to these Terms of Service, the Service, any report or analysis delivered hereunder, or the breach, termination, or validity hereof (a "Dispute") shall be resolved exclusively by final and binding arbitration administered by the ADR Institute of Canada in accordance with its then-current Arbitration Rules. The seat of arbitration shall be Toronto, Ontario, Canada. The arbitration shall be conducted before a single arbitrator appointed in accordance with the applicable rules. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction. The costs of arbitration, including the arbitrator's fees and expenses, shall be borne as determined by the arbitrator, provided that each party shall bear its own legal fees and expenses unless the arbitrator determines otherwise.

CLASS ACTION WAIVER: YOU AND NORTHSCOPE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, REPRESENTATIVE, OR MULTI-PARTY ACTION OR PROCEEDING. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE OR CONSOLIDATED PROCEEDING AGAINST NORTHSCOPE. UNLESS BOTH YOU AND NORTHSCOPE EXPRESSLY AGREE OTHERWISE IN WRITING, THE ARBITRATOR SHALL NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION (EXCEPT FOR THE WAIVER ITSELF) SHALL BE NULL AND VOID WITH RESPECT TO SUCH CLAIM.

12.3 Any claim or cause of action arising out of or relating to these Terms or the Service must be commenced within one (1) year after the date on which such claim or cause of action arose or accrued, regardless of when the claimant discovered or should have discovered the facts giving rise to the claim. Any claim not brought within this one-year limitation period shall be permanently and irrevocably barred. You acknowledge and agree that this limitation period is reasonable and constitutes a material term of this Agreement. This limitation period applies to all claims and causes of action, whether sounding in contract, tort, strict liability, or otherwise.

12.4 Notwithstanding the foregoing arbitration provisions, either party may seek temporary, preliminary, or permanent injunctive relief or other equitable relief in any court of competent jurisdiction for the protection of its intellectual property rights, confidential information, or proprietary interests, without the necessity of posting a bond or other security and without proving actual damages. The seeking of such relief shall not constitute a waiver of the right to compel arbitration of any other Dispute hereunder.

13. Force Majeure

13.1 Northscope shall not be liable for any failure to perform, delay in performance, or interruption of the Service resulting from circumstances beyond its reasonable control (a "Force Majeure Event"). Force Majeure Events include, without limitation: acts of God; natural disasters including earthquakes, floods, hurricanes, and volcanic eruptions; pandemics, epidemics, and public health emergencies; government actions, orders, regulations, embargoes, or sanctions; war, armed conflict, terrorism, or civil unrest; power failures, blackouts, or electrical grid disruptions; internet disruptions, telecommunications failures, or network outages; third-party service provider outages, failures, or degradations, including but not limited to cloud infrastructure providers, payment processors, email delivery services, and API providers; cyberattacks, distributed denial-of-service attacks, ransomware, or other malicious interference; labor disputes, strikes, or work stoppages; fire, explosion, or structural failure; and any other events or circumstances beyond the reasonable control of Northscope, whether similar or dissimilar to those enumerated herein. In the event of a Force Majeure Event, Northscope shall use commercially reasonable efforts to resume performance as soon as practicable and shall not be deemed in breach of these Terms during the continuance of such event.

14. Governing Law

14.1 These Terms of Service shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the applicable federal laws of Canada, without regard to any conflict of law principles that would require the application of the laws of any other jurisdiction. Subject to the arbitration provisions set forth in Section 12, any legal action or proceeding arising under or in connection with these Terms that is not subject to arbitration shall be brought exclusively in the courts located in the Province of Ontario, and you hereby irrevocably consent and submit to the personal jurisdiction and venue of such courts for the purpose of any such action or proceeding. You waive any objection to the laying of venue in such courts and any claim that any such action or proceeding has been brought in an inconvenient forum.

15. General Provisions

15.1 Severability. If any provision of these Terms of Service, or any portion thereof, is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision or portion hereof, and all remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties to the greatest extent possible.

15.2 Waiver. The failure or delay of Northscope to exercise or enforce any right, remedy, power, or privilege under these Terms shall not operate as, or be construed as, a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege hereunder. No waiver of any provision of these Terms shall be effective unless made in writing and signed by an authorized representative of Northscope. A waiver of any provision on one occasion shall not be construed as a waiver of such provision on any subsequent occasion.

15.3 Entire Agreement. These Terms of Service, together with the Privacy Policy and Refund Policy (each as amended from time to time), constitute the entire agreement between you and Northscope with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, representations, warranties, and communications, whether oral or written, between the parties with respect to such subject matter. In the event of any conflict or inconsistency between these Terms and any other document or communication, these Terms shall control and prevail unless expressly stated otherwise in writing by an authorized representative of Northscope.

15.4 Assignment. You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without the prior written consent of Northscope. Any attempted assignment, transfer, delegation, or sublicense in violation of this provision shall be null and void. Northscope may freely assign, transfer, or delegate its rights and obligations under these Terms, in whole or in part, to any successor, affiliate, or assignee in connection with a merger, acquisition, reorganization, sale of substantially all of its assets, or any other corporate transaction, without your consent and without prior notice. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

15.5 Survival. The following provisions shall survive the termination or expiration of these Terms for any reason and shall continue in full force and effect: Section 2 (Scope and Limitations), Section 5 (Disclaimer of Warranties), Section 6 (Assumption of Risk), Section 8 (Intellectual Property), Section 9 (Data Usage and Derived Insights), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (Dispute Resolution), Section 14 (Governing Law), and this Section 15 (General Provisions). Any provision of these Terms that by its nature or express terms is intended to survive termination shall so survive.

16. Modifications

16.1 Northscope reserves the right to update, amend, or modify these Terms of Service at any time, at its sole discretion, and without prior notice to you. Material changes to these Terms will be reflected by an updated "Last updated" date at the top of this page. It is your responsibility to review these Terms periodically for changes. Your continued use of the Service following the posting of any changes or modifications to these Terms constitutes your binding acceptance of such changes. If you do not agree to any revised Terms, you must discontinue your use of the Service immediately. No amendment or modification to these Terms by you shall be effective unless expressly agreed to in writing by an authorized representative of Northscope.

17. Contact

17.1 For questions, concerns, or inquiries regarding these Terms of Service, or to request clarification regarding any provision herein, please contact us at:

support@northscope.io

All notices, requests, and communications required or permitted under these Terms shall be in writing and shall be deemed duly given when sent by email to the address specified above or to the email address associated with your account, as applicable.