Terms and conditions

Last updated: May 4th, 2026 Please read these terms and conditions carefully before using Our Service.

Terms of Service

Super Nova Research Inc.

Operating as Draft&Goal

Version 2.0 – 4th of May 2026

These Terms of Service (the “Terms”) form a binding agreement between Super Nova Research Inc., a corporation incorporated under the laws of Canada with its principal place of business at 6795 rue Marconi, Bureau 200, Montréal (Québec) H2S 3J9, Canada, doing business as Draft&Goal (“Draft&Goal”, “we”, “us”, or “our”), and the entity or person identified in the applicable Order Form, online sign-up, or other ordering document (the “Customer”, “you”, or “your”).

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 [email protected]; 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 the following to support the Customer’s compliance obligations:

(a) Workflow logs. Draft&Goal will make available, through the Platform or on written request, logs of workflow executions sufficient to identify the inputs processed, the model or pipeline used, and the output generated, to the extent technically available and subject to the applicable retention periods in the DPA.

(b) Documentation. Draft&Goal will provide, on reasonable written request and within thirty (30) days, technical documentation describing the general logic of the AI workflow as configured by the Customer, the data categories processed, and the intended purpose of the automated processing, in sufficient detail to support the Customer’s data protection impact assessments, Article 22 notices to individuals, and any regulatory enquiries.

(c) Human review support. Where an individual exercises a right to human review of an automated decision made using the Platform, Draft&Goal will cooperate with the Customer in making available the information described in (a) and (b) above to support that review.

(d) Customer responsibility. The Customer remains solely responsible for determining whether its use of the Platform constitutes automated decision-making subject to applicable law, for providing required notices to affected individuals, 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 [email protected]. . The DPA addresses, at a minimum: roles of the parties; processing instructions; security measures; Sub-processor management; international transfers (including Standard Contractual Clauses for transfers from the EEA, the UK, and Switzerland; the Québec privacy impact assessment requirements of Law 25; and equivalent mechanisms for other jurisdictions); data-subject request assistance; personal-data breach notification; audit rights; and return or deletion of Personal Information.

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 for matters under the EU/UK General Data Protection Regulation and equivalent regimes. The DPO can be reached at [email protected]. The Customer, individual data subjects, and supervisory authorities may contact the DPO regarding any matter relating to the processing of Personal Information.

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 Sub-processor 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 for the terminated period.

(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 at [URL TBD] 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 against the Customer, or agreed in settlement, arising from such claim. If the Services become, or in Draft&Goal’s opinion are likely to become, the subject of an infringement claim, Draft&Goal may, at its option: (a) procure for the Customer the right to continue using the Services; (b) modify the Services to be non-infringing while preserving substantially equivalent functionality; or (c) terminate the affected portion of the Services and refund the pro rata pre-paid, unused fees.

Draft&Goal has no obligation under this Section 14.1 for claims arising from: (i) Customer Data or Customer Inputs; (ii) Output (which is addressed in Section 14.2); (iii) modifications to the Services not made by Draft&Goal; (iv) combination of the Services with materials not provided by Draft&Goal where the claim would not have arisen but for such combination; or (v) use of the Services 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 intellectual-property indemnities or copyright-shield commitments to enterprise customers, and where the terms of those commitments permit, Draft&Goal will pass the benefit of those commitments through to the Customer. On the Customer’s reasonable written request, Draft&Goal will make available a current summary of the model-provider indemnity commitments applicable to the Services, including the conditions and limitations imposed by each provider. The Customer’s ability to claim under any such commitment is subject to the Customer’s compliance with the conditions imposed by the relevant model provider, including any 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 Customer Inputs, including allegations that they infringe third-party rights or violate applicable law; (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 by the Customer in a manner that violates these Terms or applicable law, and will pay any damages and costs finally awarded against Draft&Goal, or agreed in settlement, arising from such claim.

14.4 Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control over the defense and settlement, except that no settlement may impose any non-monetary obligation on the indemnified party without its prior written consent; and (c) provide reasonable cooperation at the indemnifying party’s expense. The remedies in this Section 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 under these Terms 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 in Sections 15.1 and 15.2 do not apply to: (a) the Customer’s payment obligations; (b) either party’s indemnification obligations under Section 14; (c) breach of confidentiality obligations 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 rights; (e) gross negligence, willful misconduct, or fraud; or (f) liabilities that cannot be limited or excluded under applicable law.

15.4 Allocation

The parties agree that the limitations in this Section 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 these Terms and fails to cure the breach within thirty (30) days of written notice describing it (or ten (10) days for non-payment); or (b) becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is the subject of an involuntary bankruptcy proceeding not dismissed within sixty (60) days.

16.3 Suspension

Draft&Goal may suspend the Customer’s access to the Services, in whole or in part, on the following terms:

Immediate suspension without prior notice. Draft&Goal may suspend access immediately and without prior notice where: (a) it reasonably believes the Customer’s use of the Services creates an imminent risk to the security, integrity, or availability of the Services, of Draft&Goal’s infrastructure, or of any third party; (b) Draft&Goal is required to do so to comply with applicable law, a binding order of a court or regulator, or a written request from law-enforcement authorities; or (c) the Customer’s use is causing active, ongoing harm to Draft&Goal, to other customers, or to third parties (including active attacks, active exfiltration, or active distribution of unlawful content).

Suspension on 48 hours’ notice and opportunity to cure. In all other cases, including suspected violations of Sections 6 or 7 that are not actively causing harm, and accounts that remain past due for more than thirty (30) days, Draft&Goal will provide at least forty-eight (48) hours’ prior written notice to the Customer’s designated administrative or notices contact, identifying the basis for the proposed suspension and providing the Customer with an opportunity to cure or to discuss the matter. If the Customer cures or reasonably addresses the issue within the notice period, Draft&Goal will not proceed with the suspension.

In all cases, Draft&Goal will limit any suspension to the affected portion of the Services where reasonably practicable rather than the Customer’s entire account, and will lift the suspension promptly once the cause has been 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) any unpaid fees for the period prior to termination become immediately due; and (d) Draft&Goal will, on the Customer’s written request made within thirty (30) days, make Customer Data available for export in a commercially reasonable format. After this thirty (30)-day 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 the Customer 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. Notwithstanding the foregoing, Customers domiciled in the European Economic Area, the United Kingdom, or Switzerland may request an Order Form addendum specifying an alternative governing law and dispute resolution seat more appropriate to their jurisdiction. Draft&Goal will consider such requests in good faith and, where agreed, the governing law and dispute resolution provisions of the relevant addendum will supersede Sections 18 and 19 for that Customer only. 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 Quebec governing law election, including without limitation 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 arising out of or relating to these Terms through escalation to a senior representative of each party for at least thirty (30) days following written notice of the dispute.

19.2 Arbitration

Any dispute that is not resolved informally will be finally settled by arbitration administered by the Canadian Commercial Arbitration Centre (CCAC) (or such other Québec-seated institution as the parties may agree) under its commercial arbitration rules in effect at the time of the demand. The seat of arbitration 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 arbitrators. The proceedings will be conducted in English or French, at the claimant’s election, with translation available at the requesting party’s expense. The award is final and binding and may be enforced in any court of competent jurisdiction.

19.3 Class action waiver

To the maximum extent permitted by applicable law, all disputes between the parties will be conducted only on an individual basis. Each party waives any right to participate in a class, collective, or representative proceeding against the other party.

This waiver does not apply to:

(a) representative or collective actions brought by or on behalf of data subjects under the EU Representative Actions Directive (Directive 2020/1828/EU) or any national implementing legislation;

(b) collective redress mechanisms available to consumers under applicable EU, UK, or Member State law that cannot be waived by contract; or

(c) any action by a supervisory authority, regulatory body, or public enforcement authority acting in the public interest.

For the avoidance of doubt, this Section applies only as between Draft&Goal and the Customer as commercial counterparties. It does not affect the rights of any individual data subject or end user of the Customer’s deployment of the Platform.

19.4 Exceptions

Either party may seek injunctive or other 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 of these Terms is available upon request and will be provided to Québec Customers in accordance with the Charter of the French Language. In the event of any inconsistency between the English and French versions, the version that the parties have signed or expressly accepted will prevail; absent such designation, the French version will prevail for Québec-domiciled Customers and the English version will prevail otherwise.

21. General

21.1 Notices

Notices to Draft&Goal must be sent to [email protected] (with a copy to [email protected] for operational matters and [email protected] 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 in the Customer’s account. Notices are deemed received on the next business day after sending by email or three (3) business days after deposit in the mail.

21.2 Publicity

Draft&Goal may identify the Customer as a customer of Draft&Goal and use the Customer’s name and logo in customer lists, marketing collateral, the Draft&Goal website, and investor materials, in each case in a manner consistent with the Customer’s brand guidelines. The Customer may withdraw this consent prospectively at any time by written notice to [email protected]. 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 that either party may assign these Terms to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, with notice to the other party. 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, together with the Order Form, the DPA, the SLA (where provided), the Acceptable Use Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on the subject. In the event of conflict, the order of precedence is: (a) the negotiated terms of the Order Form (only as to the specific provisions negotiated); (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 under these Terms 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 deemed modified to the minimum extent necessary to make it enforceable.

21.9 Electronic acceptance

The parties consent to executing and delivering these Terms and any related documents by electronic signature and to the use of electronic records, in accordance with applicable electronic-commerce legislation.

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

[email protected] — legal and contractual matters

[email protected] — privacy and data-protection matters

[email protected] — product support and operational matters

Appendix A — Drafting Notes and Operational Follow-ups

This appendix is not part of the Terms. It records points that require deliberate decisions by counsel or by Draft&Goal leadership before publication, and operational items that need to be in place for the Terms to function as intended.

A.1 Items requiring counsel review

  • Confirm CCAC (or alternative Québec-seated institution such as ADR Chambers or ICDR Canada) as the arbitral institution; confirm class-action waiver enforceability under Québec law for B2B contracts; confirm seat (Montréal) is acceptable to French enterprise counterparties.
  • Confirm Bill 96 / Charter of the French Language compliance: French version of the Terms must be produced and made available to Québec Customers prior to acceptance.
  • Align the Data Processing Addendum with Law 25 (privacy impact assessment, automated decision transparency, cross-border transfer disclosures), GDPR (SCCs Module 2, UK IDTA, Swiss equivalent), and equivalent regimes.
  • Confirm enforceability of the 6-month liability cap and carve-out structure under Québec law and applicable foreign laws.
  • Confirm the political-content carve-out in Section 6.3 is compatible with Canadian and French election-advertising rules and with current customer activities.

A.2 Documents to produce before publication

  • Data Processing Addendum (DPA), including specific Sub-processor list with regions and roles, SCCs / IDTA / Swiss appendix, transfer-impact assessment summary, and breach-notification procedure.
  • Acceptable Use Policy as a standalone document referenced from Section 7 (the AUP can expand on Section 6.3 over time without requiring full Terms revisions).
  • Security Exhibit summarizing technical and organizational measures, audit posture, and certifications planned or in progress.
  • Order Form template incorporating: contracting entity, currency, term, fees, named notices contacts (administrative and procurement/legal), data residency election, SLA tier (where applicable), negotiated deviations from these Terms.
  • Privacy Policy update to reflect the DPO designation, Law 25 disclosures, automated-decision-making information, and current Sub-processor categories.
  • Sub-processor information page (or DPA appendix) listing AI model providers and infrastructure providers, with notification mechanism for changes.

A.3 Operational items needed for the Terms to function as drafted

  • Evidence pack for the “no training, zero retention” commitment in Section 5.4: collected confirmations from each AI model Sub-processor (Anthropic, OpenAI, Mistral, Azure OpenAI, Bedrock, others as applicable), with screenshots or contract excerpts of the relevant configurations. Owner: Frederic / Vincent Terrasi.
  • Model-provider indemnity matrix referenced in Section 14.2: a maintained internal document summarizing each provider’s copyright shield or IP indemnity, including conditions, model coverage, and limits. Owner: Vincent Terrasi or designated AI-platform owner.
  • DPO operational scope: brief Frederic on Law 25 and GDPR obligations of the role; set up monitoring and ticketing for [email protected] with response SLAs aligned to the 30-day Law 25 access-request deadline.
  • Real-uptime measurement and status page so that, when an SLA is published in the future, the committed availability number is grounded in observed performance.
  • Suspension workflow: documented internal process for who can call a suspension under Section 16.3, what evidence is required, who sends the 48-hour notice, what counts as cure, and how named notices contacts are reached for enterprise customers. Owner: Customer Delivery (David Séjourné).
  • Logo-use consent registry: single source of truth listing customers who have consented to logo use, where each logo currently appears, and a takedown workflow if a customer withdraws consent. Owner: Growth (Vincent Guérin) with Customer Delivery support.
  • EU VAT invoicing: confirm with accountants that invoices to EU Customers carry the reverse-charge mention (Article 196 of Directive 2006/112/EC or local equivalent) and capture VAT IDs on Order Forms. Owner: Helen.
  • U.S. sales-tax monitoring under post-Wayfair economic-nexus rules; consider Avalara, TaxJar, or Anrok as US revenue grows. Owner: Helen.
  • Pilot-billing alignment: confirm that the cyber and E&O insurance policies respond to claims arising during paid pilot engagements, not only full subscriptions. Owner: Helen with insurance broker.

A.4 Migration plan from the 2024 Terms to v2

Affirmative acceptance from all existing customers is required before the 2024 Terms can be retired. The migration is staged as follows.

Self-serve and pilot customers — in-app click-through. Build a click-through modal in the application that displays the new Terms on next login, requires the user to confirm authority and accept on behalf of the customer entity, and logs the user identity, IP address, and timestamp. Until acceptance, the account is read-only or blocked. Owner: Vincent Guérin (Growth) with engineering support.

Named enterprise customers — written amendments. For Turo, La Poste, TotalEnergies, Publicis, Groupon, and any other negotiated accounts, send a written amendment or fresh Order Form referencing the new Terms to the contracting contact (procurement or legal email, not day-to-day product user) via DocuSign. Plan for 30–90 days to receive signatures. Owner: David Séjourné (Customer Delivery) with Helen.

Indicative timeline. Counsel sign-off (T+0) → build acceptance flow (2 weeks) → internal testing (1 week) → staggered rollout, self-serve first (4–6 weeks) → enterprise outreach and signatures (60–90 days). Full migration realistically completes 3–4 months from publication. Target: full migration completed before seed close so the data room reflects clean current Terms across the customer base.

CRM hygiene. Use the migration as an opportunity to refresh customer records: confirm contracting contacts, dormant accounts, acquisitions or restructurings of existing customers, and the consent status for logo use. Owner: Vincent Guérin with Customer Delivery.

Project ownership. A migration of this scope drifts without a single named owner. Default recommendation is for David Séjourné to own end-to-end with Vincent Guérin owning the in-app flow and Helen owning the contractual record.

A.5 Future revision triggers

  • Creation of a U.S., E.U., or other foreign contracting entity — requires updating Sections 4.1 and 22 to allow Customers to contract with the appropriate entity, and may require revisiting Section 18 (governing law) for foreign-entity Customers.
  • Crossing approximately 50 employees or onboarding sensitive data categories (health, biometric, financial regulated data) — revisit DPO independence and consider splitting the DPO role from operational infrastructure responsibility.
  • Publication of a formal SLA — update Section 12 to reference the published SLA and remove the “commercially reasonable efforts” placeholder.
  • Material change to AI Sub-processor stack (new model provider, change in retention or training defaults) — update Section 5.4 evidence pack and the Sub-processor list, and notify customers per the DPA.
  • Annual review of Section 6.3 prohibited-uses list against evolving AI legislation (EU AI Act implementing acts, U.S. state AI laws, equivalent regimes).

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