TERMS OF USE

Last updated: June 2026

1. Definitions

The following terms, when capitalized, shall have the meanings set out below throughout these Terms:

“Client” means the organization that subscribes to the Service.

“Primary Administrator” means the person authorized by the Client to manage general account settings, access, security options, and the activation or deactivation of optional features.

“Authorized User” means any individual authorized by the Client to access the Service.

“Client Content” means any data, text, document, note, assessment, attachment, indicator, configuration, personal information, or other content transmitted, entered, imported, generated, uploaded, or otherwise processed by the Client or its Authorized Users in connection with the Service.

“AI Feature” means the text-editing assistance feature of the Service enabling, in compatible fields, translation, correction, rephrasing, improvement, summarization, structuring, or other writing assistance using a third-party language model. The AI Feature does not include the AI Compliance Module or the online support channel.

“Third-Party Provider” means any external provider used by Planivore to provide, host, secure, authenticate, analyze, invoice, support, or operate the Service, including any artificial intelligence service provider such as OpenAI.

“AI Compliance Module” means the optional, paid module enabling the Client to upload documents (policies, regulations, reports, contracts, or others) into Planivore’s secure infrastructure in order to query them using natural-language requests via a vector-search (RAG) architecture. Documents uploaded to this module are not transmitted in their entirety to an external third-party AI service provider.

2. Eligibility and Authority

You must have the legal capacity required to enter into a valid agreement. If you use the Service on behalf of a legal person, public body, educational institution, municipality, non-profit organization, or any other organization, you confirm that you are authorized to accept these Terms on behalf of that organization.

3. Service Description

The Service enables organizations to structure, track, document, analyze, and communicate the progress of strategic plans, action plans, indicators, projects, accountability reports, and related content. Certain features may be offered on a standard, optional, beta, trial, add-on module, or integration basis.

Planivore may modify, improve, suspend, withdraw, or replace all or part of the Service, including any feature, interface, integration, usage limit, or technological component, subject to applicable obligations toward the Client.

4. Accounts and Access

Each Authorized User must use personal, accurate, and current access credentials. The Client is responsible for:

• the accuracy of information provided when creating or managing accounts;
• the confidentiality of passwords and any other authentication mechanism;
• the acts, omissions, and activities carried out from its Authorized Users’ accounts;
• promptly revoking access that is no longer authorized.

You agree to notify Planivore immediately of any unauthorized use, security breach, loss of credentials, or suspected unauthorized access.

5. Authorized Use

The Client and Authorized Users may use the Service solely for their internal, professional, administrative, or legitimate organizational purposes, in accordance with:

• these Terms;
• applicable laws and regulations;
• the Client’s internal policies;
• technical, documentary, or contractual limitations communicated by Planivore.

It is prohibited to use the Service in a manner that would:

• contravene any law or third-party right;
• attempt to gain unauthorized access to a system, account, network, or data;
• circumvent security, limitation, billing, or access-control measures;
• introduce malicious code, harmful scripts, or any content that could compromise the Service;
• use the Service to develop or train a competing product by substantially reproducing its features, structure, or logic;
• transmit defamatory, fraudulent, hateful, misleading, obscene, or otherwise unlawful content.

6. Client Content and Responsibilities

The Client retains its rights in its Client Content. Subject to these Terms, the Client grants Planivore a non-exclusive, worldwide, royalty-free licence, limited to the duration required, to host, copy, transmit, process, display, back up, technically analyze, and otherwise use the Client Content to the extent required to:

• provide the Service;
• maintain the security, integrity, and performance of the Service;
• perform backups, restores, migrations, tests, diagnostics, and technical improvements;
• comply with its legal, regulatory, and contractual obligations.

The Client represents and warrants that it holds all rights, authorizations, consents, and legal bases required to transmit and have the Client Content processed in connection with the Service.

The Client remains solely responsible for:

• the legality, accuracy, quality, relevance, and integrity of the Client Content;
• selecting the persons who may access the Service;
• the use made of the Service and the results obtained;
• decisions made based on the Service or content generated or processed by the Service.

7. Privacy and Personal Information

The collection, use, disclosure, retention, and protection of personal information are governed by Planivore’s Privacy Policy, as updated from time to time. By using the Service, you acknowledge having read that policy.

The Client acknowledges that, depending on the context of use, it may act as a data controller, company, institution, or organization that determines the purposes of processing personal information of its own users, employees, citizens, partners, administrators, members, or other data subjects. The Client remains responsible for obtaining the necessary authorizations, consents, or legal bases for its own use of the Service.

8. Optional Features

Certain features of the Service may be displayed in the interface even if they have not been activated for the Client’s account. Where an optional feature is not activated, it may appear for informational or demonstrational purposes but remain inaccessible or greyed out.

The Primary Administrator may be required to accept specific terms, an annex, a notice, or specific settings to activate certain features. Activating such a feature constitutes confirmation that the Client accepts the applicable specific terms.

9. AI Features

9.1  Writing Assistance

The Service may include an AI Feature enabling, in compatible fields, translation, correction, rephrasing, improvement, or other assistance with drafting content.

The AI Feature is optional. It remains disabled until the Client’s Primary Administrator has expressly activated it and, where applicable, has accepted the applicable annex or additional terms.

When the AI Feature is activated:

• certain excerpts of Client Content may be transmitted to a third-party AI provider to perform the requested function;
• the AI Feature is provided as assistance only;
• generated outputs may be inaccurate, incomplete, ambiguous, biased, unsuitable for context, or non-compliant with the Client’s requirements;
• any generated output must be reviewed, validated, and approved by an authorized person before being used, communicated, published, or integrated into any decision-making process;
• the Client remains solely responsible for the submission of content, the verification of results, and any decision, action, or omission based on those results.

The Client and Authorized Users agree not to use the AI Feature to submit:

• information whose disclosure to a third party would be prohibited by law, contract, or confidentiality obligation;
• sensitive personal information, except where strictly necessary, legally permitted, and authorized under the rules applicable to the Client;
• unlawful, discriminatory, misleading, defamatory, or otherwise prohibited content.

Planivore may impose usage limits, audit logs, warnings, blocks, filters, or suspensions applicable to the AI Feature.

9.2  AI Compliance Module

The AI Compliance Module is an optional, paid module enabling the Client to upload documents into a dedicated environment in order to query them using natural-language requests.

In this module:

• uploaded documents are indexed and stored within Planivore’s secure infrastructure;
• queries are processed using a vector-search (RAG) architecture hosted within Planivore’s environment;
• uploaded documents are not transmitted in their entirety to an external third-party AI service provider;
• the Client remains solely responsible for the content of uploaded documents, their suitability for its purposes, and compliance with third-party rights, including copyright and confidentiality obligations.

Activation of the AI Compliance Module is subject to separate acceptance of the applicable specific terms and the fees set out in the relevant subscription.

10. Third-Party Providers

Planivore may engage Third-Party Providers for all or part of the Service, including for hosting, authentication, billing, payments, technical support, analytics, security, communications, or the AI Feature. Planivore selects its providers based on reasonable criteria, but cannot guarantee the complete absence of incidents, interruptions, or changes at these providers.

Planivore also uses Anthropic’s services to power its online support assistant, which processes messages submitted through the support channel in order to generate responses based on Planivore’s internal knowledge base. This assistant does not access Client Content. At the start of each support chat session, users receive a notification indicating that responses may be generated with the assistance of artificial intelligence. Use of this channel is described in the Privacy Policy.

11. Availability and Support

Planivore makes reasonable efforts to keep the Service available and secure. However, the Service is provided on an “as is” and “as available” basis. Interruptions, slowdowns, maintenance operations, errors, or failures may occur.

Unless otherwise specifically agreed contractually, Planivore does not guarantee any particular level of availability, response time, or uninterrupted continuity.

12. Fees, Billing, and Renewal

Where the Service is offered on a subscription basis, the Client agrees to pay all applicable fees, taxes, and amounts according to the offer, proposal, purchase order, quote, contract, or agreed pricing schedule.

Unless otherwise indicated, subscriptions renew automatically for successive periods equivalent to the initial period or agreed cycle, unless a party gives a non-renewal notice in accordance with the applicable contract.

Any payment delay may result in interest charges, suspension of certain features, suspension of access, or termination of the Service, subject to applicable contractual commitments.

Unless otherwise required by mandatory law, fees paid are non-refundable.

13. Planivore’s Intellectual Property

The Service, its structure, appearance, code, documentation, templates, methods, interfaces, databases not derived from Client Content, graphics, logos, trademarks, texts, and other intellectual property elements belong to Planivore or its licensors and are protected by applicable law.

No intellectual property rights are transferred to the Client, except the limited right to use the Service in accordance with these Terms and the applicable contract.

14. Feedback

If you transmit to Planivore comments, suggestions, improvement ideas, or recommendations regarding the Service, you grant Planivore a non-exclusive, irrevocable, worldwide, perpetual, royalty-free right to use that feedback to improve its products and services, without obligation of compensation.

15. Suspension and Termination

Planivore may suspend or restrict access to the Service, in whole or in part, with or without reasonable notice depending on the circumstances, including in the event of:

• actual or suspected violation of these Terms;
• risk to the security of the Service or other clients;
• non-payment;
• legal, regulatory, or judicial obligation;
• abusive, fraudulent, or unlawful use;
• risk related to the AI Feature or a Third-Party Provider.

Upon termination or expiry, the Client’s access rights end, subject to any data-retrieval periods, transition arrangements, or specific commitments set out in the applicable contract.

16. Disclaimer of Warranties

To the fullest extent permitted by law, the Service is provided without warranty of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, performance, compatibility, absolute security, or freedom from errors.

Without limiting the foregoing, Planivore does not warrant that:

• the Service will meet the Client’s particular needs;
• the Service will be uninterrupted, timely, secure, or error-free;
• reports, calculations, translations, corrections, rephrasing, recommendations, or other generated outputs will be accurate, complete, or compliant with any normative framework;
• the AI Feature will produce an adequate result for any given use.

17. Limitation of Liability

To the fullest extent permitted by law, Planivore, its directors, officers, employees, subcontractors, partners, and providers shall not be liable for indirect, consequential, exemplary, special, punitive, or incidental damages, nor for any loss of revenue, profit, savings, goodwill, data, business opportunity, or reputation, even if advised of the possibility of such damages.

Without limiting the foregoing, Planivore shall not be liable for consequences arising from:

• the Client Content;
• any decision made based on the Service or an output generated by the AI Feature;
• any act or omission of a Third-Party Provider;
• unauthorized access resulting from the Client’s systems or practices;
• a temporary unavailability of the Service.

To the extent that Planivore’s liability is nonetheless established, its total cumulative liability shall be limited to the amounts paid by the Client to Planivore for the applicable Service during the twelve months immediately preceding the event giving rise to the claim.

18. Indemnification

The Client agrees to indemnify and hold harmless Planivore, its directors, officers, employees, representatives, affiliated companies, and providers against any claim, demand, proceeding, loss, damage, judgment, cost, or expense, including reasonable legal fees, arising from:

• the Client Content;
• use of the Service by the Client or its Authorized Users;
• violation of these Terms;
• violation of any law, regulation, or third-party right.

19. Amendments

Planivore may amend these Terms from time to time. The current version will be published on its website or otherwise communicated. Unless otherwise indicated, amendments take effect upon publication. Continued use of the Service after amendments come into force constitutes acceptance of the updated version.

20. Governing Law and Jurisdiction

These Terms are governed by the laws in force in the Province of Québec and the federal laws of Canada applicable therein, without regard to conflict of laws rules.

Subject to any contrary mandatory provision and any applicable written agreement, the courts of the judicial district of Montréal, Québec, shall have exclusive jurisdiction to hear any dispute arising out of or relating to these Terms.

21. Severability and Entire Agreement

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be deemed severed without affecting the validity of the remaining provisions.

These Terms, together with the Privacy Policy, any applicable annex, and any contract, quote, purchase order, or specific agreement concluded with the Client, constitute the entire agreement between the parties with respect to the Service.

22. Contact Information

For any questions regarding these Terms or the Service, please contact us at:

Company Planivore

General enquiries info@planivore.app

Privacy vieprivee@planivore.app

Phone +1 514-248-2228

Website https://planivore.app/

23. Data Processing Agreement for European Clients (GDPR – Art. 28)

This section applies where the Client is established in the European Union or the United Kingdom, or where the processing of personal data is subject to Regulation (EU) 2016/679 (GDPR). In this context, Planivore acts as a data processor within the meaning of Article 28 of the GDPR, and the Client acts as a data controller.

23.1 Planivore’s obligations as data processor

Planivore undertakes to:

• process personal data only on documented instructions from the Client as data controller, including with regard to transfers of personal data to third countries;
• ensure that persons authorized to process the data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
• implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk;
• not engage any sub-processor without prior written authorization from the Client, subject to the Third-Party Providers already disclosed in the Privacy Policy and these Terms, the Client is deemed to have consented to existing sub-processors as at the date of the agreement;
• assist the Client in responding to requests from data subjects exercising their rights;
• assist the Client in meeting its obligations regarding security, breach notification, and data protection impact assessments (DPIA);
• delete or return all personal data at the end of the provision of services, at the Client’s choice;
• make available to the Client all information necessary to demonstrate compliance with the obligations of this section.

23.2 Sub-processors

Third-Party Providers currently used by Planivore (including for hosting, authentication, billing, and AI features) are disclosed in the Privacy Policy. Planivore will notify the Client of any changes to these sub-processors with reasonable notice, giving the Client the opportunity to object. Planivore imposes equivalent data protection obligations on sub-processors.

24. Automated Decisions and Profiling

The Service is designed to assist organizations in their strategic planning and does not automatically make decisions producing legal effects or significantly affecting natural persons. Any decision-support or AI-generated suggestion feature constitutes assistance to human decision-making and not an automated decision within the meaning of Article 22 of the GDPR or equivalent provisions of Québec’s Act 25.

If the Client uses the Service in a context where automated decisions within the meaning of applicable law could be made regarding natural persons (e.g., in human resources, access to services, or performance evaluation), it is the Client’s responsibility to ensure compliance with applicable legal obligations, including information requirements, human review, and data subjects’ rights.

25. Provisions Specific to United States Residents

These Terms are governed by Québec law. However, to the extent that mandatory laws of the Client’s U.S. state of residence apply to certain privacy matters, the corresponding rights will be honoured in accordance with our Privacy Policy (Section 18). U.S. Clients acknowledge that the Service is hosted primarily in Canada and that Canadian privacy laws (Act 25, PIPEDA) apply to the processing of their data.

25.1 Dispute resolution for U.S. clients

In the event of a dispute with a Client established in the United States, the parties agree to attempt in good faith to resolve the matter amicably within 30 days before commencing any judicial proceedings. Without prejudice to the contractual forum established in Section 20, Planivore reserves the right to consent to an alternative forum for U.S.-based clients, where applicable, by written agreement.