Terms of Service

By accessing or using ATHLIVO's products and services, you agree to be bound by these updated terms, which will take effect on the earlier of August 7, 2025, or the date you click to accept them.

These ATHLIVO Terms of Service ("Terms") form part of the binding contract between the Agency and ATHLIVO Inc., and its subsidiaries and affiliates (collectively, "ATHLIVO", "us", "we" or "our"). These Terms contain the terms and conditions that govern the use of ATHLIVO's agent platform, including our applications, websites, software, and support services (the "Platform") through which we offer products and services ("Services") to end users directly or through a third-party program. The Platform and Services are only available to users who are authorized to form legally binding contracts under Applicable Laws (defined below) in the jurisdictions in which the Platform and Services are offered or made available.

"Agency" is the organization, company, or business entity that you represent in accepting this Agreement. For example, if you are accepting this Agreement in connection with creating a new ATHLIVO account for and on behalf of a corporation, your corporation is the Agency. If you are using the ATHLIVO Platform as a representative or guest of the Agency and Administrator for the Agency's Account (each term as further defined below) your use of the Platform is subject to this Agreement.

If you are the Agency's employee, an affiliated agent ("Agent"), contractor, or guest of the Agency's business ("Guest"), and the Agency has invited you to create an account to access certain Services enabled by the Agency, this Agreement also governs your access to and use of the Platform and Services in your capacity as a user authorized by an Agency.

By signing up for the Services on behalf of an Agency, you confirm that (a) you are duly authorized to represent the legal entity under which the Agency operates and any affiliates of the Agency who will be using the Service, (b) you accept the terms of this Agreement on behalf of such legal entity and its affiliates, and (c) any references to Agency or "you" in this Agreement refer to such legal entity, its affiliates and all of the employees, contractors, or consultants of those respective parties and includes any Agent, Guest, Administrator or user of the Platform or Services in relation to the Agency Account (defined below). The Agency is responsible for all activity on the Platform that occurs under the Agency Account (defined below). You acknowledge that signing up, accessing, or using the ATHLIVO Services and/or Platform, in no way creates a relationship with ATHLIVO other than customer and user. You are not considered an employee, contractor, or partner of ATHLIVO.

Individual Services and ATHLIVO policies, promotions, and other offerings made available to the Agency are or may be subject to additional terms ("Additional Terms"). Any applicable Additional Terms are incorporated into and made part of these Terms. To the extent any Additional Terms conflict with these Terms, the Additional Terms will control with respect to the applicable subject matter. For the avoidance of doubt, any reference to the Service in these Terms will include the Additional Services.

By accessing or using the Platform, including any Services, the Agency agrees to be bound by these Terms, any Additional Terms specific to Services that the Agency may access or use, the Privacy Policy and any other policy ATHLIVO implements (collectively, this "Agreement").

1. Agency Accounts

An account must be created before the Agency can access the Platform or use the Services ("Agency Account"). The Agency Account is affiliated with and owned by the Agency and contains information relating to the Agency (e.g., client and prospective client personal information and legal documents). The Agency must authorize at least one employee or third-party representative to act as an authorized administrator for the Agency Account (each, an "Administrator"). Any person creating an Agency Account on behalf of the Agency must be at least 18 years of age and is doing so as an Administrator and understands and acknowledges that the Agency is the owner of the Agency Account.

Each Administrator will access the Agency Account through an Administrator profile ("Administrator Profile"). Each Administrator must maintain a unique and confidential username and password for their Administrator Profile. ATHLIVO may require additional identification and authentication information from each Administrator to access their Administrator Profile. The Agency is responsible for ensuring that all Administrators secure any log-in credentials, including passwords, or other authentication information that may be required by ATHLIVO to access the Administrator Profile, and keep such information strictly confidential.

In addition to Administrator Profiles, the Agency may authorize individuals to access the Agency Account through Agent or Guest profiles ("Agent Profiles" and "Guest Profiles", collectively, "Member Profiles"). [Agent Profiles are intended for active contributors (e.g., employees, contractors) who may input or modify content. Guest Profiles are intended for limited-access users (e.g., external reviewers, consultants) with restricted permissions, as determined by the Administrator]. Member Profiles may input, or have access to, information into the Platform and access the Services but are not permitted to enroll in additional Services or accept Additional Terms on the Agency's behalf. The features and data accessible to Member Profiles are limited and determined solely by the permissions assigned by an Administrator.

Depending on the permissions the Agency grants to an Administrator Profile, the applicable Administrator may be authorized to take certain actions on the Agency's behalf and on behalf of the Agency Account. Such actions include (but are not limited to) inputting information, enrolling in Services, and accepting Additional Terms on your behalf. You should regularly review the Agency's permissions granted to their Administrator Profiles, Member Profiles to ensure that only authorized individuals retain access to the Agency Account. If you are unable to remove an Administrator, Agent or Guest from the Agency Account, you must contact ATHLIVO to request such access to be revoked.

The Agency is responsible for ensuring that the Administrators, Agents and Guests comply with this Agreement. ATHLIVO may review the Agency and your Administrators' conduct for compliance purposes but is not obligated to do so.

2. Agency is Responsible for the Agency Account

The Agency is responsible for (a) the security and confidentiality of any credentials or log-in information used to access the Agency Account, (b) for securing and maintaining any confidential information accessible via the Agency Account, and (c) following instructions ATHLIVO may provide regarding the security of the Agency Account. Please follow best practices about how to protect the Agency's credentials and the Agency Account from fraud and online phishing schemes.

3. Unauthorized Third-Party Access to the Agency Account

The Agency accepts all risks of unauthorized use of the Agency's Account. You must immediately notify ATHLIVO if you believe that the Agency Account or any log-in credentials have been compromised. ATHLIVO may suspend the Agency Account, including all access to the Agency Account, if ATHLIVO has reason to believe that the Agency Account or any of the Agency's log-in credentials have been compromised.

Nothing in this Agreement obligates ATHLIVO to deliver or make available to the Agency any copies of computer programs or any of the software used to provide the Platform or Services (the "Software"), whether in object code or source code form. You agree to use the Platform and Services, including the Beta Features, only in compliance with all applicable local, national, and international laws, rules and regulations, including, without limitation, privacy and data protection laws such as the GDPR, PIPEDA, Law 25, (each defined below) and relevant Canadian provincial or U.S. state privacy laws ("Applicable Law"). The Agency shall not, and shall not agree to, and shall not disclose any confidential log-in credentials or authorize, encourage or permit any third-party to access to the Agency Account, Administrator Profile, or Member Profiles or use the Platform or Services, including any Beta Features:

• to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by ATHLIVO;
• for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used (as determined by ATHLIVO in its sole discretion);
• to attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;
• to penetration test, hack or otherwise attempt to test the security of the Software, Platform or Services;
• to duplicate, make derivative works of, reproduce or exploit any part of the Platform or Services without the express written permission of ATHLIVO;
• with any robot, spider, other automated device, or manual process to monitor or copy any content from the Platform or Services other than copying or exporting of the Customer Data; or
• to rent, lease, distribute, or resell the Software, or access or use the Software, Platform or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Platform or Service.

4. Agents and Guests

Member Profiles will enable Agents or Guests to enter, modify, or delete personal information; upload, view, access, modify and/or download certain documents and information associated with or provided by the Agency via the Agency Account (e.g. client or prospective client personal information, videos and legal documents); and use the Services and Third-Party Services (defined below) to which the Agency has granted them access, among other things (collectively, "Member-Provided Services"). The Agency is responsible for ensuring that its Agents and Guests comply with this Agreement in the course of completing such actions or accessing Member-Provided Services. The Agency may modify or restrict Agents or Guests access to Member-Provided Services.

In addition to and apart from Agent and Guest access to Member-Provided Services, once an Agent or Guest has been authorized to create their respective Member Profile, such Agent or Guest, so long as the Agency Account is active, will have access to a variety of Services and Third-Party Services provided directly to the Agent or Guest by ATHLIVO or ATHLIVO's third-party partners, and in all cases such access will be subject to this Agreement or any other Additional Terms (collectively "Member Services"). The Agency acknowledges and understands that certain Member Services will enable an Agent or Guest to share or disclose certain personal information that is provided by or accessible to the Agent or Guest with third parties.

5. Data and Privacy

You may upload content or information through the Platform, such as files, videos, legal documents, messages, and personal information. Collectively, all such content or information is referred to herein as "Customer Data."

The Agency is solely responsible for ensuring that the collection and/or processing of Customer Data is compliant with all Applicable Laws (as defined below) and regulations. The Agency represents and warrants that the Agency has received all required rights, licenses, consents and authorizations to use and make available any Customer Data uploaded or submitted to the Platform via the Agency Account, and that the Agency may instruct ATHLIVO on what to do with such Customer Data. For example, the Agency may elect to enable or disable third party integrations, manage permissions, and grant certain parties access to view or edit Customer Data submitted by other third parties. These instructions may result in the access, use, disclosure, modification or deletion of certain Customer Data. The Agency is solely responsible for responding to and resolving disputes that may arise between the Agency and any third parties relating to or based on Customer Data, the Platform, Services, or the Agency's failure to fulfill any of the foregoing responsibilities.

ATHLIVO may be subject to certain retention requirements under Applicable Laws. As a result, certain types of Customer Data may not be removed from the Platform. ATHLIVO is not responsible or liable to the Agency for removing, deleting, or failing to remove or delete such Customer Data. The Agency acknowledges and agrees that ATHLIVO is not responsible for the loss or modification of any Customer Data, and that the Agency's use of the Platform and Services is at the Agency's own risk.

The Agency understands and agrees that Customer Data transmitted, entered, or otherwise uploaded by the Agency, or on the Agency's behalf, to the Platform and Services will be processed, stored and retained in accordance with our legal obligations. With respect to the Customer Data we receive, collect, and process to provide the Agency with our products and services, ATHLIVO acts as a data processor/service provider under applicable data protection laws. When acting as a processor/service provider, ATHLIVO collects and processes Customer Data at the Agency's direction or as otherwise required or permitted under applicable data protection laws. To the extent that the Agency is subject to applicable data protection laws, ATHLIVO outlines the collection and processing of that personal information in our Data Processing Addendum (available at https://athlivo.co/data-processing-addendum). Our Privacy Policy is also incorporated into this Agreement by reference and is available at https://athlivo.co/privacy-policy.

6. Customer Data Involving Minors

The Agency acknowledges that Customer Data submitted to the Platform may include personal information relating to individuals under the age of majority, including minors as defined under applicable data protection laws. The Agency is solely responsible for ensuring that the collection, disclosure, and processing of such data complies with all Applicable Laws and regulations governing children's data, including but not limited to obtaining any necessary verifiable parental or guardian consents prior to submission to the Platform or use of Services.

The Agency represents and warrants that all such necessary consents, authorizations, and notices have been duly obtained or provided, and that ATHLIVO is lawfully authorized to process such Customer Data strictly in accordance with the Agency's documented instructions. ATHLIVO does not independently verify the age of data subjects and relies entirely on the Agency for compliance with all age-related consent and processing requirements.

ATHLIVO may, in its sole discretion, implement additional safeguards or restrictions where it becomes aware that Customer Data involves minors, but shall not be liable for the Agency's failure to comply with any applicable laws concerning the collection or processing of minor personal data.

The Agency agrees to indemnify, defend, and hold harmless ATHLIVO, its affiliates, directors, officers, employees, and agents from and against any and all losses, liabilities, claims, demands, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Agency's failure to comply with applicable laws governing the collection, use, disclosure, or processing of personal data relating to minors.

7. Responsibilities Related to the Services

The Agency is responsible for following instructions that ATHLIVO provides to the Agency with respect to the Platform and Services from time to time, and for timely providing ATHLIVO with accurate and complete information required for ATHLIVO to perform the Services.

The Agency acknowledges and understands that ATHLIVO's provision of all Services will rely on information provided to ATHLIVO by the Agency (including, but not limited to, Customer Data, public information, statistics, and client and prospective client personal information). The Agency understands and agrees that ATHLIVO is entitled to rely on all such information and is not required to independently verify or correct any such information. The Agency accepts sole responsibility for any liability arising from the Agency's failure to correct or update such information. The Agency is responsible for promptly verifying the accuracy of any content generated by ATHLIVO based on information provided by the Agency and timely notifying ATHLIVO of any inaccuracies in such content.

The Agency will promptly notify ATHLIVO of any third-party notices (including, but not limited to, notices from the relevant tax authorities or other government agencies, or insurance carriers, as applicable) that the Agency receive which could affect (a) ATHLIVO's ability to effectively provide the Services or (b) increase the likelihood that a Claim (as defined below) is brought against the Agency's or ATHLIVO in connection with the Services.

Service Plans

Certain Services are only available to Agencies that have subscribed to one of our monthly service plans, as described at Pricing ("Service Plans"). To access any paid Service Plan (including any applicable add-on services), the Agency must be enrolled in the applicable Service Plan and/or accept the corresponding Additional Terms.

All paid Service Plans include a one-time 14-day free trial. Agencies may start the free trial without providing any payment information. No Service Fees (defined below) will be charged during the free trial period. If the Agency does not upgrade to a paid Service Plan before the trial ends, the account will automatically revert to the free version without any charges or interruption of basic service.

All Service Plans are billed on a per-seat basis. Agencies that upgrade to a paid Service Plan after the trial period agree to pay the applicable Service Fees as outlined below.

Payment Obligations

The Agency agrees to pay the fees for the selected paid Services as listed at Pricing or other applicable posted or agreed-upon rates. We may also charge additional fees for exceptions processing, setup, or other special services. All such fees are collectively referred to as "Service Fees."

ATHLIVO will invoice the Agency for all applicable Service Fees. If a payment method has been provided, the Agency authorizes ATHLIVO to charge it monthly in arrears for the relevant Service Plan. If no payment method is on file or if payment is not received on time, the Agency's account will automatically downgrade to the free version. ATHLIVO does not charge interest, late fees, or penalties in such cases.

The Agency must notify ATHLIVO promptly of any invoice discrepancies. All invoices must be paid within fifteen (15) days of receipt using a payment method acceptable to ATHLIVO. Unless otherwise stated, all Service Fees are non-refundable. In the case of a refund, the Agency agrees to reimburse ATHLIVO for any applicable taxes that may be imposed by relevant government agencies.

ATHLIVO reserves the right to change Service Fees at any time with at least thirty (30) days' notice. Continued use of the Platform after such changes take effect will constitute acceptance of the new rates.

If payment is not received and the account is downgraded to the free version, ATHLIVO will not pursue debt collection, interest, or late fees. However, access to premium features will be restricted until payment is made and the account is re-upgraded.

8. Beta Features

From time to time, ATHLIVO may make available certain features, functionality, or services that are designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description ("Beta Features"). Beta Features may not be fully functional and may contain bugs, errors, or other defects. They are provided for testing and evaluation purposes only.

Beta Features are provided "AS IS" and "AS AVAILABLE" without any warranties of any kind. ATHLIVO may modify, update, or discontinue Beta Features at any time without notice. You use Beta Features at your own risk and should not rely on them for production or critical business operations.

ATHLIVO may collect feedback, usage data, and other information related to your use of Beta Features. Such information may be used by ATHLIVO to improve the Beta Features and develop new features or services. By using Beta Features, you consent to such data collection and use.

9. Switching Service Plans; Enrolling in or Removing Services

If the Agency subscribes to one of our Service Plans, the Agency may switch to a new Service Plan at any time. If the Agency upgrades Service Plans, the Agency will begin receiving access to the features and Services available under the new upgraded Service Plan immediately. Unless we state otherwise, the Service Fees for the upgraded Service Plan will be reflected on the Agency's monthly invoice at the end of the calendar month in which the Agency upgraded to the new Service Plan. If the Agency downgrades to a less expensive Service Plan, then, unless we state otherwise, the downgrade (including loss of access to any relevant features or Services) and the downgraded plan Service Fees will not take effect until the next calendar month.

10. Third-Party Services, Websites, and Resources

The Platform and Services may also contain links, integrate, pull information, or rely on data and services from third-party partners (each a "Third-Party Service"). ATHLIVO is not responsible for and does not own, control, or operate any such Third-Party Services or any material, information, or results that may be made available through any Third-Party Services. ATHLIVO makes no representations or warranties regarding the accuracy, completeness, timeliness, legality, or reliability of any data, content, or services obtained from such sources. The Agency is solely responsible for, and assume all risk from, the Agency's choice to receive, use or access any Third-Party Service. The Agency acknowledges and agrees that any data imported from such Third-Party Services may be stored or displayed within the Platform for the Agency's convenience, but ATHLIVO does not guarantee that such data is current or accurate. ATHLIVO is not responsible for verifying the correctness of any such third-party data and assumes no liability for errors, omissions, or inaccuracies.

Your use of any Third-Party Service, including any Customer Data or personal information you may share with or input into such Third-Party Service, is between you and the owner of such Third-Party Service. If you choose to authorize ATHLIVO to share Customer Data with a Third-Party Service ("Shared Customer Data") then you (a) represent you have obtained all legal rights to do so, (b) assume all risks related to such Shared Customer Data, (c) acknowledge that you are solely responsible for the accuracy of such Shared Customer Data, and (d) agree that you are solely responsible for the lawfulness of sharing such Shared Customer Data with the applicable Third-Party Service. You waive and release any Claim against ATHLIVO and its directors, officers, and employees arising out of a Third-Party Service's use of Shared Customer Data.

11. Agency's Proprietary Rights

Subject to this Agreement, the Agency grants ATHLIVO a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, only as necessary (a) to provide, maintain and update the Platform and Services; (b) to prevent or address service, security, support or technical issues; (c) to create anonymised and aggregated data that does not identify the Agency or any individual for ATHLIVO's legitimate business purposes (including analytics, benchmarking and improving the Services); (d) as required by law or as permitted under our Privacy Policy; and (e) as expressly authorized by the Agency. The Agency represents and warrants that the Agency has secured all rights in and to Customer Data as may be necessary to grant this license. The Agency is solely responsible for the accuracy, quality and legality of the Customer Data, the means by which the Agency acquired the Customer Data, the Agency's use of the Customer Data within the Platform and Services and the Agency's interoperation of any Customer Data with the Platform and Services. ATHLIVO may periodically monitor the Customer Data and the Agency's use of the Customer Data for compliance but is not obligated to do so. ATHLIVO reserves the right to remove Customer Data from the Platform and Services at any time and without notice in the event that ATHLIVO determines (in our sole discretion) that any Customer Data or use of the Customer Data is in violation of any laws, this Agreement, and any ATHLIVO policies.

12. ATHLIVO's Proprietary Rights

ATHLIVO and our licensors are the exclusive owners of:

• The Platform, Services and all content included therein (excluding Customer Data and Third-Party Services) ("ATHLIVO Content");
• Any and all modifications, enhancements, upgrades and updates to the Platform, Services, and ATHLIVO Content; and
• All copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights to the Platform, Services, and ATHLIVO Content (registered or unregistered).

All rights not expressly granted to you in this Agreement are reserved by us. This Agreement does not grant you any right to copy, transmit, transfer, modify or create derivative works of the Platform, Services, or the ATHLIVO Content, or reverse engineer, reverse compile, reverse assemble or otherwise determine or derive source code of the Platform, Services, or ATHLIVO Content, or any other right in or to the Platform, Services, or ATHLIVO Content not specifically set forth herein.

The Agency acknowledges that the Platform, Services, and ATHLIVO Content are protected by copyright, trademark, and other laws of Canada, the United States, the European Union and any other foreign countries laws that apply to you. The Agency agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated into the Platform, Services, or ATHLIVO Content.

If you send us any feedback or suggestions ("Feedback"), you give that Feedback entirely voluntarily and you grant ATHLIVO an unlimited, irrevocable, perpetual, sublicensable, transferrable, royalty-free license to use any such Feedback as we see fit in our sole discretion without obligation, compensation or restriction of any kind to you. Such Feedback may include, but is not limited to, responses to any surveys ATHLIVO conducts about the Agency's experience with the Platform or Services.

ATHLIVO grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access, use, and view the Agency-facing components of the ATHLIVO Content, Platform and Services solely as necessary for you to use the Services and in accordance with this Agreement and all applicable Additional Terms.

13. Publicity & Reference Rights

Unless the Agency notifies ATHLIVO in writing prior to, or at any time after, entering into this Agreement, ATHLIVO may identify the Agency (including use of the Agency's name, trade-mark and logo) as a customer on ATHLIVO's websites, social-media channels, pitch decks and other sales or marketing materials.

Any goodwill arising from use of the Agency's trade-marks will inure solely to the Agency. ATHLIVO shall use the Agency's trade-marks in accordance with any reasonable brand guidelines that the Agency provides in writing.

Upon reasonable request, the Agency agrees to cooperate with ATHLIVO in the development of a brief written or video case study or testimonial regarding the Agency's use of the Platform and Services; provided that ATHLIVO will not disclose any non-public Customer Data in such materials without the Agency's prior written consent.

The Agency may revoke the permission granted in this section at any time upon thirty (30) days' written notice, whereupon ATHLIVO will cease any new public use of the Agency's name and logo; existing static materials need not be recalled or destroyed.

14. No Professional or Legal Advice; No Guaranteed Outcomes

The Agency's use of the Platform and Services is entirely at the Agency's own risk. Except as and unless otherwise stated in applicable Additional Terms, you acknowledge that the Platform, Services, and ATHLIVO Content are meant for informational purposes only and are not intended to provide and should not be construed as providing any legal, regulatory, or other professional advice. You are solely responsible for ensuring the Agency's compliance with any and all Applicable Laws and regulations, and nothing in the ATHLIVO Content, Platform, or Services (including, without limitation, any communications from our customer support team regarding the Agency's use of the Platform, or Services) should be construed as, or used as a substitute for, the advice of competent legal or applicable professional counsel. ATHLIVO does not guarantee or warrant any results or outcome with respect to the Platform, Services or ATHLIVO Content.

15. Artificial Intelligence

The Platform may include features powered by artificial intelligence or machine learning technologies ("AI Features"), which may generate insights, suggestions, summaries, or other outputs based on Customer Data, third-party data, and historical patterns. These AI Features are provided solely to support the Agency's internal decision-making and are not intended to replace professional advice or human oversight. You acknowledge that AI-generated content may contain inaccuracies, outdated information, or biases, and is not guaranteed to be complete or accurate. ATHLIVO makes no warranties or representations regarding the suitability, fitness for purpose, or legal reliability of AI-generated outputs. You are solely responsible for reviewing, verifying, and validating all AI content before relying on it in any commercial, legal, or client-facing context.

ATHLIVO's AI Features are designed to assist users but do not fully automate processes that produce effects on individuals, as described in Article 22 of the General Data Protection Regulation (EU) 2016/679 ("EU GDPR") and the United Kingdom General Data Protection Regulation, which incorporates Regulation (EU) 2016/679 into UK law pursuant to section 3 of the European Union (Withdrawal) Act 2018, and includes the Data Protection Act 2018 ("UK GDPR", and together with the EU GDPR, the "GDPR"). If such features are introduced in the future, they will be subject to separate notice and consent mechanisms. Where AI Features process personal data (including data about minors), you are solely responsible for complying with all applicable data protection laws, including the GDPR, Canada's personal information Protection and Electronic Documents Act (S.C. 2000, c.5) ("PIPEDA") and Law 25 (as codified in the Act Respecting the Protection of personal information in the Private Sector, CQLR c P-39.1) in the Province of Quebec ("Law 25"), and any relevant provincial and US federal or state privacy laws. You represent and warrant that you have obtained all necessary consents and provided appropriate notices to data subjects, including (where applicable) the right to object to automated processing or request human review. Unless expressly agreed in writing, Customer Data processed by AI Features is not used to train or improve ATHLIVO's underlying AI models.

ATHLIVO processes personal data via AI Features solely as a processor or service provider, in accordance with the Agency's instructions and applicable data protection agreements. Under the GDPR, you have the right to transparency, explanation, and human intervention in relation to automated processing. Under Quebec's Law 25, you must inform individuals if their personal information will be subject to automated processing. Under the California Consumer Privacy Act (as amended by CPRA), consumers have a right to know about profiling and automated decision-making and to opt out where applicable. ATHLIVO supports compliance with these and similar requirements by offering AI Features in a transparent and non-deterministic manner, without making decisions on the Agency's behalf.

16. Termination and Suspension

The Agency may cancel the Agency Account at any time. Unless we state otherwise, the Agency's termination of the Agency Account constitutes the termination of this Agreement and any agreement the Agency has with ATHLIVO. Unless we state otherwise, ATHLIVO will not prorate and the Agency will not receive a refund for any applicable Service Fees and Agency Accounts canceled in the middle of a month will be charged the full month's fees for all Services to which you were subscribed to at the time of cancellation, provided that the Agency will still have access to the Platform and the Services until the end of the applicable month.

ATHLIVO may terminate or suspend Services (in whole or in part) immediately if you breach this Agreement, any Additional Terms, or ATHLIVO policies, or if your use of the Services is improper, substantially exceeds normal use, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorised-access issues. ATHLIVO may also terminate the Services or this Agreement for convenience at any time upon thirty (30) days' written notice to the Agency. Termination or suspension will not relieve the Agency of its obligation to pay any accrued or outstanding Service Fees, and ATHLIVO reserves the right to invoice and collect such amounts notwithstanding termination or suspension.

Upon termination of the Services, and except as otherwise stated in this Section 16 or the applicable Additional Terms, the Agency's rights to access and use all applicable Services(s) to which you are subscribed or enrolled will automatically terminate. ATHLIVO will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to ATHLIVO's termination of your Services or this Agreement. Any section of this Agreement or applicable Additional Terms or policies which by their nature should survive termination will survive, including without limitation all applicable payment obligations, privacy rights and obligations of ATHLIVO and you under ATHLIVO's Privacy Policy, use restrictions and indemnity obligations, warranty disclaimers, and limitations of liability.

17. Warranty Disclaimers

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND ATHLIVO CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND MADE BY ATHLIVO. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ATHLIVO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, ATHLIVO MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF THE SERVICES OR ANY INFORMATION OR ATHLIVO CONTENT IN OR LINKED TO THE SERVICES. ATHLIVO CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF CUSTOMER DATA OR ANY INFORMATION INPUT INTO THE PLATFORM OR SERVICES BY YOU AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH DATA AND INFORMATION. ATHLIVO DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR ATHLIVO CONTENT WILL (a) MEET THE AGENCY'S EXPECTATIONS OR REQUIREMENTS; (b) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (c) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION.

ATHLIVO makes no representations or warranties about the Platform's or Services' uptime, availability, or permissibility in any particular geographical location. From time to time, ATHLIVO may conduct scheduled or emergency system maintenance, during which time the Platform may be inaccessible and unavailable, with or without notice to you. The Platform and Services rely on third-party technology and services (e.g. web hosting services). Any change to the services offered by these third-party providers may entirely disable, reduce, or adversely affect the Agency's use of or access to the Platform and Services. No oral or written information or advice given by ATHLIVO, its agents, employees, or representatives will create a warranty or in any way increase the scope of the warranties in this Agreement.

To the extent any error results from ATHLIVO's reliance on information provided by or on behalf of you, or anyone that ATHLIVO reasonably believes to be associated with you (each, a "Resulting Error"), then ATHLIVO may attempt to correct the Resulting Error, but makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error and will not be liable for any failure to partially or fully correct such Resulting Error.

18. Compliance with Laws

You shall comply with all Applicable Laws in connection with the Agency's own activity under this Agreement. The Service and Platform can be used in ways that do not comply with Applicable Laws and it is the Agency's sole responsibility to ensure that your use and the Agency's use of the Service and the Platform, including the Beta Features, complies with and is in accordance with any Applicable Laws. In no event shall ATHLIVO be responsible or liable for the Agency's failure to comply with any Applicable Laws in connection with the Agency's use of the Platform, Services or a Beta Features.

ATHLIVO does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Laws in the jurisdictions in which you use the Platform or Services, and any statements made by ATHLIVO to you shall not constitute legal advice.

You acknowledge that ATHLIVO exercises no control over the Agency's specific professional practices implemented using the Platform and Services or the Agency's decisions as to upload Customer Data of any of the Agency's clients or prospective clients or authorized user of the Platform or Services. You further agree and acknowledge that ATHLIVO does not have a direct relationship with the Agency's clients or prospective clients and that you are responsible for all contact, questions, Customer Data updates and collection, with and from the Agency's clients or prospective clients. In addition, you are responsible for the privacy (including adopting and posting the Agency's own privacy policies governing the Agency's treatment of Customer Data), collection, use, retention and processing of the Agency's Customer Data, and providing any and all notices and information to the Agency's clients or prospective clients regarding the foregoing, in compliance with all Applicable Laws, including the collection and uploading or Customer Data of minors. ATHLIVO hereby disclaims all liability arising from the Agency's decisions and from harmful data or code uploaded to the Platform or Service, including Beta Features, by you.

19. Security Breach

In the event of an accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of, or access to, personal data, including Customer Data (a "Security Breach"), that impacts the Customer Data you maintain through the ATHLIVO Platform and Services, and which is perpetrated by anyone other than you, upon discovery of such Security Breach, ATHLIVO will: (a) initiate remedial actions that are in compliance with Applicable Laws and consistent with industry standards; and (b) as required by any Applicable Law, notify you of the Security Breach, its nature and scope, the remedial actions ATHLIVO will undertake, and the timeline within which ATHLIVO expects to remedy the Security Breach. You will also be responsible for fulfilling the Agency's obligations under any Applicable Laws.

In the event of a Security Breach, as defined by any Applicable Laws, which is perpetrated by you, the Agency's affiliates, employee, contractor or agent, or due to the Agency's failure to secure passwords or log-in credentials to access the Agency Account, the Agency will be solely responsible for the Security Breach and any and all associated costs, damages, penalties or fines arising therefrom. You will also be responsible for fulfilling the Agency's obligations under any Applicable Laws related to such Security Breach, including without limitation notification and reporting requirements.

20. Service Suspension for Maintenance & Security

ATHLIVO may from time to time temporarily suspend, throttle or restrict access to all or any part of the Platform or Services (a) to perform scheduled or emergency maintenance, upgrades or modifications, (b) to mitigate or investigate actual or suspected security incidents, denial-of-service attacks or other threats, (c) to comply with applicable law, regulation or the order of a governmental authority, or (d) as otherwise expressly permitted under this Agreement.

Where practicable, ATHLIVO will use commercially reasonable efforts to give the Agency advance electronic notice of any scheduled suspension and to schedule maintenance outside of peak business hours. The Agency acknowledges that suspensions under this Section 20 do not constitute a breach of this Agreement, and ATHLIVO will have no liability to the Agency or to any third party arising out of or relating to any such suspension. Nothing in this Section 20 limits ATHLIVO's rights under any other provision of this Agreement, including Sections 3 and 16.

21. Indemnity

In addition to the indemnity outlined in Section 6, the Agency agrees to indemnify and hold harmless ATHLIVO and its officers, directors, employees, successors, assigns, representatives, subsidiaries, affiliates, and agents (the "Indemnified Parties"), from and against any losses, damages, expenses, claims, actions, disputes, suits, proceedings, and demands (including, without limitation, reasonable legal and accounting fees) ("Claims"), without regard to merit or lack thereof arising out of or related in any way to (a) The Agency's access to, use of, or participation in the Platform and Services or ATHLIVO Content; (b) Customer Data or Shared Customer Data; (c) violation or alleged violation of this Agreement, Additional Terms of any ATHLIVO policies, or any instructions provided by ATHLIVO with respect to the Agency's use of the Platform and Services; (d) the Agency's violation or alleged violation of any third-party right; (e) the Agency's alleged violation of any Applicable Law, rule, or regulation; (f) the Agency's gross negligence, fraudulent activity, or willful misconduct; (g) ATHLIVO's or any other Indemnified Party's use of or reliance on information or data furnished by or on behalf of the Agency; (h) actions that ATHLIVO or any other Indemnified Party undertakes at the request or instruction of the Agency or anyone that ATHLIVO or any other Indemnified Party reasonably believes to be associated with the Agency or acting with authority on behalf of the Agency (each such action a "Requested Action"); or (i) ATHLIVO's or any other Indemnified Party's use of or reliance on information or data resulting from such Requested Actions.

22. Limitation of Liability

To the extent permitted by Applicable Law, ATHLIVO is not liable, and you agree not to hold ATHLIVO responsible for, any damages or losses resulting directly or indirectly from (a) Customer Data or ATHLIVO's or a third party's reliance on certain Customer Data; (b) Resulting Errors; (c) The Agency's delay in providing, or failure to provide, ATHLIVO with information necessary for its provision of the Services; (d) the Agency's violation of Applicable Law, rule, regulation or other applicable legal obligation; (e) unauthorized third-party actions taken in Agency's Account or sharing of the Agency's Account credentials; (f) the Agency's negligence; (g) any Claims that could have reasonably been avoided or mitigated by the Agency through reasonable efforts; (h) any Requested Actions; (i) the Agency's failure to properly follow ATHLIVO's instructions with respect to the Platform, ATHLIVO Content, or Services; (j) the Agency's use or inability to use the Platform or the Services; or (k) the Agency's use of, or reliance upon, third-party content or data integrated into the Platform. NEITHER ATHLIVO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR ATHLIVO CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, ATHLIVO CONTENT, THIRD PARTY CONTENT, OR THIRD-PARTY SERVICES, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ATHLIVO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO THE AGENCY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ATHLIVO'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO ATHLIVO FOR USE OF THE PLATFORM, SERVICES, OR ATHLIVO CONTENT IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM.

23. Changes to the Agreement, Platform, or Services

ATHLIVO may modify this Agreement at any time, in ATHLIVO's sole discretion, effective upon posting of an updated version of this Agreement. It is important that you review each modified version of these Terms, any Additional Terms, and ATHLIVO policies as the Agency's continued use of the Platform or Services after such changes are posted constitutes the Agency's agreement to be bound by the modified Terms, Additional Terms, or ATHLIVO policies. If you do not agree to be bound by the modified Terms, Additional Terms, or ATHLIVO policies, then you may not continue to use the Platform or Services. Because the Platform and Services evolve over time, ATHLIVO may change or discontinue all or any part of the Platform or Services at any time and without notice, and without liability to you, at ATHLIVO's sole discretion.

24. Arbitration

Except where prohibited by applicable laws, including but not limited to consumer protection laws in the applicable jurisdiction of the user, any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Services (a "Dispute") shall be resolved exclusively and finally by binding arbitration where arbitration is enforceable under applicable law: Arbitration shall be conducted in accordance with the applicable arbitration legislation in the Province of Quebec, or such other rules as the parties may agree upon in writing, before a single arbitrator appointed jointly by the parties, or failing agreement, appointed in accordance with the provisions of the Civil Code of Quebec. Arbitration proceedings shall take place in Montreal, Quebec, unless otherwise agreed by the parties. The proceedings shall be conducted in either French or English, at the election of the party initiating arbitration. The Agency acknowledges that, where enforceable, arbitration replaces the Agency's right to pursue legal claims through the courts, including the right to a jury trial and the right to participate in class actions or other representative proceedings. Nothing in this clause shall prevent either party from seeking interim, injunctive, or equitable relief in a court of competent jurisdiction, or from bringing a claim before a small claims court, where applicable. Notwithstanding the foregoing, if you are a consumer residing in Quebec, any mandatory arbitration provision contained herein shall apply only to the extent permitted by the Consumer Protection Act (Quebec) and other applicable laws. If Quebec law prohibits mandatory arbitration of consumer disputes, you retain the Agency's right to bring proceedings before the courts of competent jurisdiction in Quebec.

25. Force Majeure

ATHLIVO is not liable for any delay or failure in performance of its obligations from any cause beyond ATHLIVO's control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, failures by a third-party technology service provider, riots, fires, earthquakes, floods, pandemics, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of you, the Agency's agents, assigns or any other third party acting on the Agency's behalf.

26. General

This Agreement (including all applicable Additional Terms, ATHLIVO's Privacy Policy, the Data Processing Addendum, and any supplemental policies or terms which ATHLIVO may present for review and acceptance at the time you subscribe to the applicable Service), constitutes the entire agreement between ATHLIVO and you regarding the Platform and Services and replaces all prior agreements, oral or written, regarding this subject matter. If any part of this Agreement, Additional Terms, ATHLIVO's Privacy Policy or other policies are deemed to be unenforceable or invalid, that section will be removed without affecting the validity or enforceability of the remainder of this Agreement. You may not assign this Agreement, by operation of law or otherwise, without ATHLIVO's prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null. ATHLIVO may freely assign or transfer this Agreement without restriction. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. This Agreement shall be interpreted and construed in accordance with the laws of the province of Quebec, without regard to the conflicts of laws principles thereof.

Any notices or other communications provided by ATHLIVO under this Agreement, including those regarding modifications to this Agreement, will be given: (a) via email; or (b) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given.

ATHLIVO's failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ATHLIVO. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

27. Electronic Transmission of the Agreement

This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (a) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (b) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.

28. Contact Information

If you have any questions about this Agreement, the Platform, or the Services, you may contact ATHLIVO at:

hello@athlivo.co

Please note that ATHLIVO will not be able to accept your questions, Feedback, or complaints at ATHLIVO's physical locations.