Terms of Service

Acceptance

By accessing or using the Services, by signing an Order Form referencing these Terms, or by clicking “I agree” (or similar), you confirm that you have read these Terms and that you are authorized to bind the Customer entity. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Services.

These Terms are intended for business use. The Services are not directed to consumers and are not intended for use by individuals acting outside the scope of their trade, business, craft, or profession.

1. Definitions

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• “Agreement” means these Terms, any Order Form, the Data Processing Addendum, the Acceptable Use Policy, the Service Level Agreement (where provided), and any other written addenda signed or expressly incorporated by reference.
• “Customer Data” means any data, content, files, prompts, instructions, datasets, configurations, and other materials submitted to or processed through the Services by or on behalf of the Customer or its Authorized Users.
• “Output” means the content, data, code, text, media, or other results generated by the Services in response to Customer Data, Customer Inputs, and Customer configurations, including via third-party AI models.
• “Order Form” means any signed or electronically accepted ordering document, online subscription confirmation, or invoice that references these Terms and specifies subscribed plans, fees, term, and any negotiated provisions.
• “Authorized User” means an individual employee, contractor, or agent of the Customer or its Affiliates who is authorized by the Customer to access the Services and for whom a subscription has been provisioned.
• “Documentation” means the technical and product documentation made generally available by Draft&Goal at docs.dng.ai or its successor location.
• “Personal Information” means information about an identifiable individual, as defined under applicable data-protection laws including Québec’s Act respecting the protection of personal information in the private sector (“Law 25”), Canada’s PIPEDA, and the EU/UK General Data Protection Regulation.
• “Sub-processor” means any third party engaged by Draft&Goal to process Personal Information on behalf of the Customer in connection with the Services, including AI model providers and infrastructure providers.

2. The Services

Draft&Goal provides a no-code AI agent orchestration platform that enables business users to design, deploy, and operate workflows that combine large language models, data sources, and third-party connectors (the “Services”). The specific features, plans, usage limits, and entitlements are set out in the applicable Order Form and Documentation.

Subject to these Terms and timely payment of all fees, Draft&Goal grants the Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right during the Subscription Term for the Customer and its Authorized Users to access and use the Services for the Customer’s internal business purposes, including the production of Output for the Customer’s commercial activities.

Draft&Goal may release new features, updates, and modifications to the Services from time to time. Beta, preview, alpha, or early-access features are provided “as is” and may be governed by additional terms communicated at the time of access.

3. Account Registration and Authority

To access the Services, the Customer must register an account and designate one or more administrators. The Customer is responsible for: (a) the accuracy and completeness of registration information; (b) maintaining the confidentiality of credentials; (c) all activity that occurs under its account; and (d) ensuring that each Authorized User complies with these Terms.

The individual accepting these Terms on behalf of the Customer represents and warrants that they have full legal authority to bind the Customer entity. Each Authorized User must be at least 18 years old (or the age of majority in their jurisdiction).

The Customer must promptly notify Draft&Goal of any actual or suspected unauthorized use of its account or any breach of security.

4. Fees, Taxes, Renewal, and Cancellation

4.1 Fees, currency, and tax

Fees are set out in the applicable Order Form. Unless otherwise stated, fees are quoted in Canadian dollars (CAD) for Customers domiciled in Canada, in Euros (EUR) for Customers domiciled in a European Economic Area country, the United Kingdom, or Switzerland, and in U.S. dollars (USD) for Customers domiciled elsewhere.

Fees are exclusive of all applicable taxes, levies, or duties. Where Draft&Goal is required to collect Canadian goods and services tax, harmonized sales tax, or Québec sales tax (GST, HST, or QST) in respect of the Customer, those taxes will be added to invoices at the prevailing rate. The Customer is responsible for any other taxes, levies, or duties imposed in its own jurisdiction in connection with the Services, including value-added tax (VAT), digital-services taxes, and U.S. state or local sales and use taxes, except for taxes assessable solely against Draft&Goal’s net income.

For supplies to Customers established in the European Union, the United Kingdom, or Switzerland, the parties intend that the reverse-charge mechanism apply where eligible under applicable law. The Customer must provide its valid VAT or equivalent tax-identification number on the Order Form and ensure that information remains accurate.

4.2 Payment terms

Online subscriptions are billed in advance on the cycle specified at sign-up (typically monthly or annually). Enterprise subscriptions under an Order Form are payable net thirty (30) days from invoice date unless otherwise agreed. Late amounts accrue interest at the lower of 1.5% per month or the maximum rate permitted by law.

4.3 Auto-renewal and cancellation

Subscriptions automatically renew for successive terms equal to the then-current Subscription Term unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term. The Customer may cancel a self-serve online subscription at any time through the Services or by contacting ; cancellation takes effect at the end of the then-current paid term.

4.4 Refunds

Except as expressly provided in these Terms or as required by mandatory consumer-protection law (including Québec’s Consumer Protection Act where applicable), fees are non-refundable. The Customer is not entitled to a refund for partial months or unused capacity, except in the case of termination by the Customer for Draft&Goal’s uncured material breach pursuant to Section 16.

4.5 Fee changes

Draft&Goal may change subscription fees with at least sixty (60) days’ prior written notice. Fee changes take effect on the next renewal following the notice period. The Customer may decline a fee change by giving non-renewal notice before the effective date.

5. Customer Data and Inputs

5.1 Ownership

As between the parties, the Customer retains all right, title, and interest in and to Customer Data and the Output generated for the Customer through the Services. Draft&Goal claims no ownership of Customer Data or Output.

5.2 License to operate

The Customer grants Draft&Goal a limited, non-exclusive, worldwide, royalty-free license to host, process, copy, transmit, display, and otherwise use Customer Data and Customer Inputs solely as necessary to: (a) provide, maintain, secure, and support the Services; (b) prevent or address technical or security issues; and (c) comply with the Customer’s lawful instructions and applicable law. This license terminates when the relevant Customer Data is deleted from the Services in accordance with Section 16.

5.3 Customer responsibility

The Customer represents and warrants that it has all rights, consents, and authorizations necessary to submit Customer Data to the Services and to authorize Draft&Goal’s processing of it as contemplated by these Terms, including any rights necessary in respect of Personal Information and any third-party content. The Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data.

5.4 No training on Customer Data

Draft&Goal will not use Customer Data, Customer Inputs, or Output to train, fine-tune, or improve any generally available foundation model. Draft&Goal contracts with its AI model Sub-processors on terms that prohibit training on Customer Data and that require zero data retention beyond what is necessary to deliver the requested inference. The current configurations of these arrangements are documented in the Sub-processor information referenced in the Data Processing Addendum and are made available to the Customer on request.

5.5 Data residency

The hosting region for Customer Data is determined by reference to the Customer’s domicile. Customer Data of European Customers is hosted within the European Union. Customer Data of Customers domiciled elsewhere is hosted in the region identified for that Customer in the Data Processing Addendum or applicable Order Form. Specific regions, providers, and facilities are documented in the Data Processing Addendum and updated from time to time.

6. AI-Specific Terms

6.1 Nature of AI Output

The Services orchestrate large language models and other AI systems provided by Draft&Goal and by third-party Sub-processors. AI Output is generated probabilistically. It may be inaccurate, incomplete, biased, out-of-date, or otherwise unsuitable for a particular purpose. Output regarding the same input may differ between executions.

6.2 Customer responsibility for review

The Customer is responsible for evaluating Output before using or disseminating it. The Customer must implement appropriate human review, validation, and oversight, particularly where Output may inform decisions affecting individuals. The Services are not a substitute for professional advice in any field.

6.3 Prohibited uses

In addition to the general restrictions in Section 7 (Acceptable Use), the Customer must not, and must not permit any Authorized User or third party to, use the Services or Output to:

• generate or disseminate political advertising, election-related content, voter-targeting messaging, or content intended to influence the outcome of any election or referendum, except where the Customer is a duly registered political organization or its authorized agent operating in compliance with all applicable election laws, advertising rules, and disclosure requirements;
• create deepfakes, synthetic media, or any content depicting a real, identifiable individual in a manner that could reasonably be mistaken for authentic, without that individual’s documented consent;
• generate content presented as professional medical, legal, financial, or psychological advice to end consumers without appropriate human professional review and clear disclosure that the content was AI-generated;
• make or materially inform automated decisions that produce legal or similarly significant effects on individuals — including decisions regarding employment, housing, credit, insurance, education, healthcare access, or access to essential services — without meaningful human review and without complying with applicable transparency, contestation, and explainability requirements (including those under Québec Law 25 and the EU AI Act);
• generate, distribute, or facilitate the creation of child sexual abuse material, non-consensual intimate imagery, content sexualizing minors, or content that exploits or endangers minors in any form;
• develop or operate biometric identification or categorization systems in publicly accessible spaces in a manner prohibited by applicable law, including the EU AI Act;
• build mass-surveillance tools, social scoring systems, or systems designed to track or monitor individuals at scale without their knowledge and consent;
• generate content or make decisions that discriminate against individuals or groups on the basis of race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, disability, age, or other characteristics protected under applicable anti-discrimination law;
• support the development, manufacture, or deployment of weapons, including conventional weapons, weapons of mass destruction (chemical, biological, radiological, or nuclear), or autonomous weapons systems;
• interfere with, manipulate, or disrupt the operation of critical infrastructure, including energy grids, water systems, financial market infrastructure, healthcare delivery systems, or telecommunications networks;
• engage in coordinated inauthentic behavior, including the operation of bot networks, the mass creation of fake accounts or personas, or the dissemination of disinformation at scale across social or media platforms;
• generate malware, exploit code, phishing content, or other materials designed to compromise the security of computer systems, networks, or data.

6.4 Sub-processor models

The list of AI model providers and other Sub-processors used to deliver the Services is maintained at the location specified in the Data Processing Addendum and is updated from time to time. Each model provider may impose its own usage restrictions, which the Customer agrees to comply with as if set out in these Terms.

6.5 Customer Inputs containing third-party content

The Customer must not submit to the Services any input that infringes the intellectual property, privacy, or other rights of any third party, or that constitutes Personal Information for which the Customer lacks a lawful basis to process.

6.6 EU AI Act Compliance

The parties acknowledge that Regulation (EU) 2024/1689 on artificial intelligence (the “EU AI Act”) imposes obligations on providers and deployers of AI systems made available or used in the European Union, and that its obligations apply on a phased basis from August 2024.

(a) Prohibited systems. The parties agree that the use cases prohibited under Section 6.3 of these Terms include, and are intended to be consistent with, the categories of unacceptable-risk AI systems prohibited under Article 5 of the EU AI Act.

(b) High-risk AI systems. Where the Customer deploys the Platform in a use case that constitutes or involves a high-risk AI system under Annex III of the EU AI Act (including use cases involving employment, education, credit, insurance, essential services, or law enforcement), the Customer is responsible for: (i) conducting any required conformity assessment; (ii) maintaining required technical documentation and logs; (iii) implementing human oversight measures; and (iv) registering the system in the EU database where required. Draft&Goal will provide reasonable cooperation and documentation to support the Customer’s compliance obligations on written request.

(c) Transparency obligations. Where the Customer deploys the Platform in a manner that involves AI systems interacting directly with natural persons — including chatbots, virtual assistants, or AI-generated content served to end users — the Customer must ensure that affected individuals are informed they are interacting with an AI system, in accordance with Article 52 of the EU AI Act and any applicable national implementing measures.

(d) Annual review. Draft&Goal will review Section 6.3 and this Section 6.6 at least annually against EU AI Act implementing acts, delegated regulations, and guidance issued by the European AI Office, and will notify the Customer of any material changes to the prohibited or high-risk use case lists in accordance with Section 17.

6.7 Automated processing — audit and explainability support

Where the Customer uses the Platform for automated processing of personal data that is subject to GDPR Article 22, Québec Law 25, the EU AI Act, or equivalent legislation requiring transparency, human review, or contestation rights, Draft&Goal will provide workflow logs, technical documentation describing the general logic of the AI workflow (on reasonable written request and within thirty (30) days), and cooperation in support of human review of automated decisions. The Customer remains solely responsible for determining whether its use constitutes automated decision-making subject to applicable law, for providing required notices, and for implementing human oversight where required.

7. Acceptable Use

The Customer and its Authorized Users must not, and must not permit any third party to:

• use the Services in violation of applicable law, regulation, or third-party rights;
• circumvent or attempt to circumvent any access, security, or usage controls of the Services;
• reverse engineer, decompile, or disassemble the Services, except to the extent expressly permitted by applicable law notwithstanding such restriction;
• copy, modify, distribute, sell, sublicense, rent, lease, or otherwise commercially exploit the Services themselves (as distinct from Output generated for the Customer’s own business);
• use the Services to build a competing product, or to benchmark the Services for the purpose of public comparison without Draft&Goal’s prior written consent;
• scrape, harvest, or otherwise extract data from the Services other than data the Customer is entitled to access;
• introduce malicious code, conduct denial-of-service or unauthorized load-testing attacks, or otherwise interfere with the integrity or performance of the Services;
• use the Services to generate, disseminate, or facilitate content that is unlawful, defamatory, harassing, hateful, or that infringes intellectual property rights;
• use the Services in a manner that exceeds the usage limits or capacity entitlements set out in the applicable Order Form, except pursuant to overage terms agreed in writing.

Draft&Goal may suspend access in accordance with Section 16.3 in the event of a violation of this Section or Section 6.3.

8. Intellectual Property

8.1 Draft&Goal IP

As between the parties, Draft&Goal and its licensors retain all right, title, and interest in and to the Services, including all underlying software, models, infrastructure, Documentation, and the Draft&Goal name, logos, and other trademarks. No rights are granted to the Customer except those expressly set out in these Terms.

8.2 Customer IP

As between the parties, the Customer retains all right, title, and interest in and to Customer Data, Customer Inputs, and Output generated for the Customer.

8.3 Feedback

If the Customer voluntarily provides Draft&Goal with suggestions, ideas, or feedback regarding the Services (“Feedback”), the Customer grants Draft&Goal a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use and exploit such Feedback for any purpose. Feedback is provided voluntarily and is not considered confidential information of the Customer. The Customer is not obligated to provide Feedback.

9. Confidentiality

Each party (the “Receiving Party”) may have access to non-public information of the other party (the “Disclosing Party”) that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure (“Confidential Information”). Confidential Information includes Customer Data and the non-public technical and business information of Draft&Goal.

The Receiving Party will: (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) protect such information using at least the same degree of care it uses to protect its own confidential information of similar nature, and in any event no less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party other than its employees, Affiliates, advisors, and Sub-processors who have a need to know and who are bound by confidentiality obligations no less protective than those in these Terms.

The obligations in this Section do not apply to information that: (i) is or becomes publicly available without breach of these Terms; (ii) was known to the Receiving Party without restriction prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party’s Confidential Information. Disclosure compelled by law or court order is permitted, provided the Receiving Party gives prompt notice (where lawful) and reasonable cooperation in any effort to limit disclosure.

10. Privacy and Data Protection

Draft&Goal’s processing of Personal Information on behalf of the Customer is governed by the Data Processing Addendum (the “DPA”) made available at https://dng.ai/dpa, which is incorporated by reference into these Terms. The DPA is effective as of the date the Customer first accesses the Services or executes an Order Form, whichever is earlier. Draft&Goal will not process Personal Information on behalf of the Customer until a valid DPA is in place. Enterprise customers requiring a negotiated DPA may request one by contacting .

Draft&Goal’s general privacy practices for personal information it collects as a controller (for example, account, billing, and website-visitor information) are described in the Privacy Policy at https://dng.ai/privacy-policy. The Privacy Policy is incorporated by reference.

Draft&Goal has designated a Data Protection Officer (“DPO”) who serves as the person responsible for the protection of personal information for the purposes of Québec’s Law 25 and as the data-protection contact under the EU/UK GDPR and equivalent regimes. The DPO can be reached at .

10.1 Sub-processor changes

(a) Sub-processor list. The current list of Sub-processors, including AI model providers and infrastructure providers, their roles, and their processing locations, is published at https://trustcenter.dng.ai and incorporated into the DPA. Draft&Goal will update this list prior to engaging any new Sub-processor.

(b) Notification. Draft&Goal will notify the Customer of any intended addition of a new Sub-processor or material change to an existing Sub-processor by email to the Customer’s designated data protection or administrative contact at least thirty (30) days before the change takes effect (or as soon as reasonably practicable in cases of urgent security or operational necessity, with no less than seventy-two (72) hours’ notice in such cases).

(c) Objection. If the Customer has reasonable grounds to object to a new or changed Sub-processor on data protection grounds, the Customer must notify Draft&Goal in writing within fourteen (14) days of receiving the notification. The parties will negotiate in good faith to resolve the objection. If the parties cannot resolve the objection within thirty (30) days, and the change materially and adversely affects the Customer’s ability to comply with applicable data protection law, the Customer may terminate the affected Order Form on thirty (30) days’ written notice and receive a pro rata refund of pre-paid, unused fees.

(d) Deemed acceptance. If the Customer does not notify Draft&Goal of an objection within the fourteen (14)-day period, the Customer is deemed to have accepted the new or changed Sub-processor.

11. Security

Draft&Goal will implement and maintain appropriate technical and organizational measures designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction. A description of those measures is set out in the Security Exhibit and may be updated from time to time, provided that the overall level of protection is not materially diminished during the Subscription Term.

Draft&Goal will notify the Customer without undue delay, and in any event within seventy-two (72) hours of becoming aware, of any confirmed personal-data breach affecting Customer Data, in accordance with the DPA.

12. Service Availability and Support

Draft&Goal will use commercially reasonable efforts to make the Services available. Any specific availability commitments, service-credit remedies, and target response and resolution times that apply to a given Customer are set out in the Service Level Agreement attached to or referenced by the applicable Order Form (the “SLA”), where one is provided. Where service credits are specified in the SLA, those credits are the Customer’s sole and exclusive remedy for failure to meet the corresponding availability target, except where the Customer terminates for cause under Section 16.2.

Standard support is provided as described in the Documentation. Premium support tiers and named support contacts may be specified in an Order Form.

13. Warranties

13.1 Mutual. Each party represents and warrants that: (a) it has full power and authority to enter into these Terms; and (b) its performance of these Terms will not violate any agreement to which it is a party or any applicable law.

13.2 Draft&Goal. Draft&Goal warrants that during the Subscription Term: (a) the Services will perform materially in accordance with the Documentation; and (b) it will not materially decrease the security or core functionality of the Services. The Customer’s exclusive remedy for breach of this warranty is repair, re-performance, or, if Draft&Goal cannot reasonably remediate, termination of the affected portion of the Services and a pro rata refund of pre-paid, unused fees.

13.3 Disclaimer. Except for the warranties expressly stated in these Terms, the Services and Output are provided “as is” and “as available”. To the maximum extent permitted by applicable law, Draft&Goal disclaims all other warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy of Output, and uninterrupted or error-free operation. The Customer acknowledges that AI Output may be inaccurate as described in Section 6.

14. Indemnification

14.1 By Draft&Goal — Services IP indemnity. Draft&Goal will defend the Customer against any third-party claim alleging that the Services, as provided by Draft&Goal and used in accordance with these Terms, infringe such third party’s patent, copyright, trademark, or trade-secret rights, and will pay any damages and costs finally awarded or agreed in settlement. If the Services become, or are likely to become, the subject of an infringement claim, Draft&Goal may, at its option: (a) procure the right to continue use; (b) modify the Services to be non-infringing while preserving substantially equivalent functionality; or (c) terminate the affected portion and refund pro rata pre-paid, unused fees. This indemnity excludes claims arising from Customer Data or Inputs, Output, unauthorized modifications, combinations with non-Draft&Goal materials, or use in violation of these Terms.

14.2 Output — model-provider indemnity flow-through. Draft&Goal does not itself indemnify the Customer for intellectual-property claims arising from Output. Where the AI model providers used to generate Output offer their own IP indemnities or copyright-shield commitments and their terms permit, Draft&Goal will pass the benefit of those commitments through to the Customer. On reasonable written request, Draft&Goal will make available a current summary of the applicable model-provider indemnity commitments and their conditions and limitations. The Customer’s ability to claim is subject to compliance with the relevant model provider’s conditions, including safety-feature, content-filter, or use-restriction requirements.

14.3 By Customer. The Customer will defend Draft&Goal against any third-party claim arising from: (a) Customer Data or Inputs; (b) the Customer’s or its Authorized Users’ use of the Services in violation of these Terms (including Sections 6.3 and 7); or (c) Output used in a manner that violates these Terms or applicable law, and will pay any damages and costs finally awarded or agreed in settlement.

14.4 Procedure. The indemnified party must: (a) promptly notify the indemnifying party in writing; (b) give the indemnifying party sole control over defense and settlement (no settlement may impose a non-monetary obligation on the indemnified party without its consent); and (c) provide reasonable cooperation at the indemnifying party’s expense. These remedies are the indemnified party’s sole and exclusive remedy for the claims described.

15. Limitation of Liability

15.1 Cap. To the maximum extent permitted by law, each party’s total cumulative liability arising out of or related to these Terms, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the total fees paid or payable by the Customer to Draft&Goal during the six (6) months preceding the event giving rise to the liability.

15.2 Exclusion of indirect damages. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.

15.3 Carve-outs. The limitations do not apply to: (a) the Customer’s payment obligations; (b) either party’s indemnification obligations under Section 14; (c) breach of confidentiality under Section 9 (subject to a separate cap of three (3) times the amount in Section 15.1); (d) infringement or misappropriation of the other party’s intellectual property; (e) gross negligence, willful misconduct, or fraud; or (f) liabilities that cannot be limited under applicable law.

15.4 Allocation. The parties agree that these limitations are an essential element of the bargain and apply notwithstanding the failure of any limited remedy.

16. Term, Termination, and Suspension

16.1 Term. These Terms are effective on the Effective Date and continue until all subscriptions have expired or been terminated.

16.2 Termination for cause. Either party may terminate these Terms or any affected Order Form for cause if the other party: (a) materially breaches and fails to cure within thirty (30) days of written notice (or ten (10) days for non-payment); or (b) becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary bankruptcy petition, or is subject to an involuntary bankruptcy proceeding not dismissed within sixty (60) days.

16.3 Suspension. Draft&Goal may suspend access immediately and without prior notice where it reasonably believes use creates an imminent security risk, where required by law or a binding order, or where use is causing active, ongoing harm. In all other cases — including suspected violations of Sections 6 or 7 not actively causing harm, and accounts past due more than thirty (30) days — Draft&Goal will give at least forty-eight (48) hours’ prior written notice and an opportunity to cure. Draft&Goal will limit suspension to the affected portion where practicable and lift it promptly once the cause is remedied.

16.4 Effect of termination. Upon termination or expiration: (a) all rights granted to the Customer terminate; (b) the Customer must cease use of the Services; (c) unpaid fees for the period prior to termination become immediately due; and (d) Draft&Goal will, on written request made within thirty (30) days, make Customer Data available for export in a commercially reasonable format. After that period, Draft&Goal may delete Customer Data in accordance with the DPA.

16.5 Survival. Sections 1, 5.1, 8, 9, 13.3, 14, 15, 16.4, 16.5, 18, 19, 20, 21, and any other provision that by its nature should survive, will survive termination.

17. Modifications to the Terms

Draft&Goal may update these Terms from time to time. For non-material changes (clarifications, references, or changes required by law), Draft&Goal will post the updated Terms with a revised “Last Updated” date. For material changes that adversely affect the Customer’s rights, Draft&Goal will provide at least thirty (30) days’ prior notice by email to the Customer’s designated administrators or by in-product notice. The updated Terms take effect at the end of the notice period or, for online subscriptions, on the next renewal. The Customer may terminate the affected subscription before the effective date by giving non-renewal notice if it does not accept the changes.

18. Governing Law

These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

EU and UK customers. Customers domiciled in the EEA, the UK, or Switzerland may request an Order Form addendum specifying an alternative governing law and dispute resolution seat. Draft&Goal will consider such requests in good faith. In the absence of an agreed addendum, mandatory provisions of EU, UK, or Swiss law that cannot be derogated from by contract will apply notwithstanding the Québec governing law election, including the GDPR, the EU AI Act, and the Consumer Rights Directive where applicable.

19. Dispute Resolution

19.1 Informal resolution. Before initiating formal proceedings, the parties will use good-faith efforts to resolve any dispute through escalation to a senior representative of each party for at least thirty (30) days following written notice.

19.2 Arbitration. Any dispute not resolved informally will be finally settled by arbitration administered by the Canadian Commercial Arbitration Centre (CCAC) under its commercial arbitration rules. The seat is Montréal, Québec, Canada. The tribunal will consist of one arbitrator unless the amount in dispute exceeds CAD 1,000,000, in which case there will be three. Proceedings are conducted in English or French at the claimant’s election. The award is final and binding.

19.3 Class action waiver. To the maximum extent permitted by law, disputes will be conducted only on an individual basis; each party waives any right to participate in a class, collective, or representative proceeding. This waiver does not apply to representative or collective actions under the EU Representative Actions Directive, collective consumer redress that cannot be waived, or actions by a supervisory or public enforcement authority. It applies only as between Draft&Goal and the Customer as commercial counterparties.

19.4 Exceptions. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or to enforce payment obligations, without first complying with Sections 19.1 or 19.2.

20. Language

Les parties reconnaissent avoir exigé que ces Conditions, ainsi que tous les documents qui s’y rattachent, soient rédigés en anglais. The parties acknowledge having required that these Terms and all related documents be drawn up in English. A French-language version is available on request and will be provided to Québec Customers in accordance with the Charter of the French Language. In the event of inconsistency, the version the parties signed or expressly accepted prevails; absent such designation, the French version prevails for Québec-domiciled Customers and the English version prevails otherwise.

21. General

21.1 Notices. Notices to Draft&Goal must be sent to (with a copy to for operational matters and for privacy matters) and to the postal address above. Notices to the Customer will be sent to the email and postal address provided in the Order Form or account. Notices are deemed received on the next business day after email or three (3) business days after deposit in the mail.

21.2 Publicity. Draft&Goal may identify the Customer as a customer and use the Customer’s name and logo in customer lists, marketing collateral, the website, and investor materials, consistent with the Customer’s brand guidelines. The Customer may withdraw this consent prospectively at any time by written notice to . Any case study, testimonial, or quoted statement requires the Customer’s prior written approval.

21.3 Force majeure. Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications failures, third-party AI provider outages, and pandemics.

21.4 Assignment. Neither party may assign these Terms without the other party’s prior written consent, except to an Affiliate or successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all assets, with notice. Any non-permitted assignment is void.

21.5 Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, agency, or franchise relationship.

21.6 Entire agreement; order of precedence. These Terms, with the Order Form, DPA, SLA (where provided), Acceptable Use Policy, and other documents incorporated by reference, constitute the entire agreement and supersede all prior agreements on the subject. In the event of conflict, the order of precedence is: (a) the negotiated terms of the Order Form; (b) the DPA; (c) these Terms; (d) the SLA, AUP, and other referenced documents.

21.7 No waiver. A failure or delay in exercising any right is not a waiver of that right.

21.8 Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

21.9 Electronic acceptance. The parties consent to executing and delivering these Terms and related documents by electronic signature and to the use of electronic records.

21.10 No third-party beneficiaries. Except as expressly stated, these Terms do not confer any rights on any person other than the parties.

22. Contact

For questions regarding these Terms, please contact Super Nova Research Inc. (d/b/a Draft&Goal), 6795 rue Marconi, Bureau 200, Montréal (Québec) H2S 3J9, Canada.

• — legal and contractual matters
• — privacy and data-protection matters
• — product support and operational matters