Terms of Use

These Terms of Use ("Terms") are entered into between 2628473 Ontario Inc (doing business as ObservanceAI) ("we," "us," or "our") and you ("you" or "User"). By accessing or using the FairVC platform at https://fairvc.observanceai.com (the "Service"), you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Service.

1. Service Description

FairVC provides software workflow support for compliance operations under California's Fair Investment Practices for Venture Capital Companies Act (California Corporations Code section 27500 et seq., also known as "FIPVCC" or "AB 1287"). The Service enables covered venture capital companies to collect, process, and report demographic data as required by law.

The Service does not constitute legal advice. FairVC provides compliance workflow tooling only. You should consult qualified legal counsel regarding your specific obligations under California law. We do not guarantee that use of the Service will result in full compliance with applicable statutes or regulations.

2. Eligibility & Account Registration

To use the Service, you must be at least 18 years of age and have the legal authority to bind the entity on whose behalf you are accessing the Service. By registering an account, you represent and warrant that:

• All registration information you provide is truthful, accurate, and complete
• You will maintain the accuracy of such information throughout your use of the Service
• You are authorized to act on behalf of the venture capital company or organization you represent
• You will safeguard your account credentials and are responsible for all activity under your account

You must notify us immediately at vikas@observanceai.com if you suspect unauthorized access to your account.

3. Permitted Use

The Service is restricted to lawful, authorized compliance and reporting workflows under California's FIPVCC statute. You may use the Service to:

• Create and distribute voluntary demographic surveys to founders and fund applicants
• Collect anonymized, aggregate demographic data for statutory reporting purposes
• Generate compliance reports as required under California Corporations Code section 27500 et seq.
• Manage your organization's compliance workflow and documentation

4. Prohibited Conduct

You agree that you will not:

• Re-identify individuals: Attempt to identify, reconstruct, or reverse-engineer individual founder responses from aggregate or anonymized data
• Discriminate: Use any data collected through the Service to make investment decisions, or to discriminate against any individual or group on the basis of demographic characteristics
• Misrepresent data: Falsify, manipulate, or misrepresent any data submitted to or generated by the Service
• Unauthorized access: Access or attempt to access any portion of the Service, other accounts, computer systems, or networks connected to the Service through hacking, password mining, or any other unauthorized means
• Interfere with the Service: Disrupt, overburden, or impair the functionality of the Service or interfere with any other party's use of the Service
• Scrape or harvest: Use any automated means, including bots, scrapers, or spiders, to access the Service or collect data from it
• Circumvent security: Attempt to bypass, disable, or otherwise circumvent any security features or encryption measures implemented by the Service
• Unlawful use: Use the Service for any purpose that is unlawful or prohibited by these Terms

5. Data Handling & Privacy

Our collection and use of personal information in connection with the Service is described in our Privacy Policy. By using the Service, you also agree to the terms of our Privacy Policy.

The Service is designed with a privacy-first architecture. Key principles include:

• Encryption: All demographic survey responses are encrypted using AES-256-GCM encryption before storage
• No PII storage: The Service does not store personally identifiable information alongside demographic responses
• Aggregate reporting only: Compliance reports contain only aggregate, de-identified data as required by statute
• Data minimization: We collect only the minimum data necessary to fulfill statutory reporting obligations

Data accuracy disclaimer: We are not responsible for the accuracy, completeness, or truthfulness of data provided by survey respondents. Venture capital companies are responsible for submitting accurate compliance reports to the applicable regulatory authorities.

6. Founder Participation

Participation in demographic surveys distributed through the Service is entirely voluntary. Founders and fund applicants:

• May decline to respond to any or all survey questions without penalty
• May select "Prefer not to say" for any demographic category
• Shall not be subjected to retaliation or adverse treatment for declining to participate
• Retain all rights and protections afforded under California law regarding voluntary demographic data collection

Venture capital companies using the Service agree to communicate the voluntary nature of survey participation to all respondents and shall not condition investment decisions, application processing, or any other business action on survey completion.

7. Intellectual Property

The Service, including all content, features, functionality, software, text, graphics, logos, and trademarks, is owned by 2628473 Ontario Inc (ObservanceAI) and is protected by copyright, trademark, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for its intended purpose and in accordance with these Terms. This license does not include the right to:

• Modify, copy, or create derivative works of the Service
• Reverse engineer, decompile, or disassemble any aspect of the Service
• Remove, alter, or obscure any proprietary notices on the Service
• Sublicense, sell, resell, or otherwise commercially exploit the Service

8. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR DATA PROVIDED THROUGH THE SERVICE
• WARRANTIES THAT THE SERVICE WILL MEET YOUR SPECIFIC COMPLIANCE REQUIREMENTS OR ENSURE COMPLIANCE WITH ANY PARTICULAR LAW OR REGULATION

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OBSERVANCEAI, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of (or inability to access or use) the Service
• Any conduct or content of any third party on the Service
• Any content obtained from the Service
• Unauthorized access, use, or alteration of your transmissions or content

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US FOR THE SERVICE IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE, OR (B) ONE HUNDRED DOLLARS ($100 USD).

10. Indemnification

You agree to defend, indemnify, and hold harmless ObservanceAI, its officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use of the Service, including but not limited to any data or content submitted through the Service
• Your violation of any third-party rights, including privacy rights
• Any claim that your use of the Service caused damage to a third party

11. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Upon termination:

• Your right to use the Service will immediately cease
• We may delete your account and any associated data in accordance with our Privacy Policy and applicable data retention requirements
• Sections of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, disclaimers, limitations of liability, and indemnification

You may terminate your account at any time by contacting us at vikas@observanceai.com. We will process account deletion requests in accordance with our Privacy Policy and applicable law.

12. Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will provide notice through the Service or by other means (such as email) to give you the opportunity to review the changes before they become effective. Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the updated Terms.

We encourage you to periodically review these Terms for the latest information on our terms and conditions.

13. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may submit the dispute to binding arbitration in accordance with the rules of the ADR Institute of Canada. The arbitration shall be conducted in Ontario, Canada, in the English language.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

14. Contact Information

If you have any questions about these Terms, please contact us:

• 2628473 Ontario Inc (doing business as ObservanceAI)
• Email: vikas@observanceai.com
• Website: https://fairvc.observanceai.com/contact