Terms of Service

1. Eligibility and Acceptance

To use the Service, you must:

• Be at least the age of majority in your jurisdiction; and
• Have the legal capacity to enter into binding agreements.

If you use the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

You are responsible for ensuring your use of the Service complies with all applicable laws and regulations in your jurisdiction.

2. Description of the Service

Valra provides an AI-powered executive assistant platform that may integrate with third-party services such as email providers, calendar platforms, communication tools, and messaging applications.

The Service may include features such as:

• Email organization and prioritization;
• AI-generated summaries and drafts;
• Scheduling and calendar assistance;
• Reminders and task management;
• Workflow automation;
• Productivity insights; and
• Communication assistance through connected services such as WhatsApp.

The Service relies on third-party infrastructure, integrations, APIs, and artificial intelligence systems.

We may modify, improve, suspend, or discontinue all or part of the Service at any time. Where reasonably practicable, we will provide advance notice of material changes affecting active users.

3. Account Registration and Security

To access certain features, you must create an account and authorize required integrations.

You agree to:

• Provide accurate, current, and complete information;
• Maintain and promptly update your account information;
• Keep your credentials confidential;
• Notify us immediately of any unauthorized access or suspected security breach; and
• Accept responsibility for all activity occurring under your account.

You are responsible for maintaining the security of devices and third-party accounts connected to Valra.

4. Authorized Integrations

The Service may require access to third-party accounts and services that you choose to connect.

By connecting integrations, you authorize Valra to access, process, store, and transmit information necessary to provide the Service in accordance with:

• These Terms;
• Your instructions; and
• Our Privacy Policy.

You represent and warrant that:

• You have the authority to connect those accounts;
• You have all necessary rights and permissions regarding the data processed through the Service; and
• Your use of integrations complies with applicable laws, contracts, and third-party platform rules.

5. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law or regulation;
• Infringe intellectual property, privacy, or other rights;
• Send unlawful, deceptive, harassing, fraudulent, or abusive communications;
• Distribute spam, malware, or malicious code;
• Attempt unauthorized access to systems or accounts;
• Interfere with the integrity or operation of the Service;
• Reverse engineer, decompile, or attempt to extract source code except where prohibited by law;
• Use the Service for unlawful surveillance or unauthorized monitoring;
• Generate content that violates applicable laws or third-party rights; or
• Use the Service in ways that could create legal, reputational, or security risks for Valra or others.

You remain solely responsible for:

• Communications sent through your account;
• Actions initiated using the Service;
• Verifying AI-generated outputs before use; and
• Ensuring required consents are obtained from communication recipients where legally required.

6. AI-Generated Content and Automation

The Service uses artificial intelligence systems to generate summaries, drafts, suggestions, recommendations, classifications, and other outputs (“AI Output”).

AI Output may:

• Be inaccurate;
• Be incomplete;
• Contain errors;
• Reflect outdated information; or
• Be unsuitable for a specific purpose.

You are responsible for reviewing and verifying AI Output before relying on it or distributing it to others.

Unless explicitly authorized by you, Valra does not make legally binding decisions on your behalf.

We do not guarantee the accuracy, reliability, legality, or suitability of AI Output.

7. Third-Party Services

The Service depends on third-party providers, including but not limited to:

• Google;
• Microsoft;
• Meta/WhatsApp;
• OpenAI and other AI providers; and
• Cloud infrastructure providers.

Your use of third-party services is governed by the terms, conditions, and privacy policies of those providers.

Valra is not responsible for:

• Third-party systems;
• Service interruptions;
• Data loss caused by third parties;
• Changes to third-party APIs or integrations; or
• Third-party content, policies, or practices.

8. Fees, Billing, and Subscriptions

Certain features of the Service may require payment.

Applicable pricing, subscription terms, billing cycles, usage limits, and refund policies will be presented at the time of purchase or subscription.

Unless otherwise stated:

• Fees are quoted in the applicable currency;
• Fees exclude applicable taxes;
• Payments are non-refundable except where required by law; and
• Subscriptions automatically renew unless cancelled before the renewal date.

We may change pricing or introduce new fees upon reasonable advance notice.

Failure to pay fees when due may result in suspension or termination of access.

9. Intellectual Property Rights

The Service, including all software, technology, interfaces, branding, designs, documentation, and related materials, is owned by Valra or its licensors and protected by intellectual property laws.

Subject to these Terms, Valra grants you a limited, non-exclusive, non-transferable, revocable license to use the Service for its intended purposes.

Except as expressly permitted, you may not:

• Copy;
• Modify;
• Distribute;
• Sell;
• Lease;
• Sublicense; or
• Create derivative works from the Service.

You retain ownership of content and information you submit to the Service.

You grant Valra a limited license to process and use your content solely:

• To provide the Service;
• To maintain functionality and security; and
• As otherwise described in our Privacy Policy.

10. Privacy

Your use of the Service is subject to our Privacy Policy, which explains how we collect, use, disclose, and safeguard personal information.

By using the Service, you acknowledge that you have reviewed the Privacy Policy.

11. Disclaimers

To the maximum extent permitted by law, the Service is provided “as is” and “as available.”

Valra disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including implied warranties of:

• Merchantability;
• Fitness for a particular purpose;
• Non-infringement;
• Availability;
• Accuracy; and
• Reliability.

We do not guarantee that:

• The Service will be uninterrupted or error-free;
• AI Output will be accurate or suitable;
• Integrations will always remain available; or
• The Service will be completely secure.

Nothing in these Terms excludes rights that cannot legally be excluded under applicable consumer protection laws.

12. Limitation of Liability

To the fullest extent permitted by applicable law:

Valra and its directors, officers, employees, contractors, affiliates, licensors, and service providers will not be liable for:

• Indirect damages;
• Incidental damages;
• Special damages;
• Consequential damages;
• Loss of profits;
• Loss of revenue;
• Loss of business opportunities;
• Loss of goodwill;
• Loss of data; or
• Business interruption,

arising out of or related to your use of the Service.

Our total aggregate liability for all claims relating to the Service or these Terms will not exceed the greater of:

• The total amount paid by you to Valra during the twelve (12) months preceding the event giving rise to the claim; or
• One hundred Canadian dollars (CAD $100).

These limitations apply regardless of the legal theory asserted.

13. Indemnification

You agree to indemnify, defend, and hold harmless Valra and its affiliates, directors, officers, employees, contractors, and service providers from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• Your use of the Service;
• Your violation of these Terms;
• Your violation of applicable laws;
• Your content or communications; or
• Your misuse of integrations or AI Output.

14. Suspension and Termination

You may stop using the Service and close your account at any time.

We may suspend, restrict, or terminate access to the Service immediately where reasonably necessary to:

• Protect the security or integrity of the Service;
• Prevent harm or legal exposure;
• Respond to unlawful conduct;
• Comply with legal obligations; or
• Address violations of these Terms.

Upon termination:

• Your right to use the Service ends immediately; and
• We will handle personal information in accordance with our Privacy Policy.

Sections intended by their nature to survive termination will continue in effect.

15. Governing Law and Jurisdiction

These Terms are governed by the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

Subject to mandatory consumer protection rights in your jurisdiction, the courts of Nova Scotia shall have exclusive jurisdiction over disputes arising from or relating to these Terms or the Service.

16. Changes to These Terms

We may update these Terms from time to time.

The “Last updated” date reflects the latest revision.

Where changes are material, we will provide reasonable notice before the updated Terms take effect.

Your continued use of the Service after updated Terms become effective constitutes acceptance of the revised Terms.

17. General Provisions

Entire Agreement

These Terms, together with the Privacy Policy and any supplemental agreements, constitute the entire agreement between you and Valra regarding the Service.

Severability

If any provision is found unenforceable, the remaining provisions will remain in full force and effect.

No Waiver

Failure to enforce any provision is not a waiver of future enforcement rights.

Assignment

You may not assign these Terms without our prior written consent. Valra may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets.

Language

The parties have requested that these Terms be drafted in English.

Les parties ont demandé que les présentes conditions soient rédigées en anglais.

18. Contact Information

Questions regarding these Terms may be directed to:

• Valra
• Email: legal@valraai.com
• Nova Scotia, Canada