Terms of Use

1. Acceptance and authority

By creating an account, clicking an acceptance button, obtaining an API key, signing an order form or using the Services, you accept the Terms. If you act on behalf of an organization, you represent and warrant that you have the authority to bind it.

If you do not accept the Terms or do not have the required authority, you must not use the Services.

2. Definitions

In the Terms:

• “Customer Application” means a website, application, portal, internal system, software agent or other solution controlled by the Customer that communicates with the Services;
• “Customer Content” means the data, instructions, documents, parameters, models, rules, formulas, business algorithms, files, inputs and other items provided or controlled by the Customer;
• “Documentation” means the technical documentation made available by Subspace;
• “Customer Model” means any business logic owned by the Customer or developed for the Customer, including its models, rules, formulas, assumptions, parameters and algorithms, including their representation compatible with the Services, excluding the Subspace Technology;
• “Result” means any output produced by the execution of a Customer Model;
• “Services” means the websites, the console, the APIs, the SDKs, Astria, the Registry and the associated services provided by Subspace;
• “Subspace Technology” means the Services, engines, software, SDKs, Documentation, interfaces, generic schemas, protocols, architectures, methods, tools, generic models, examples and know-how owned by Subspace or its licensors, together with their improvements.

3. Order of precedence

An order form, a proof-of-concept agreement, an Enterprise or OEM agreement, a service level agreement, a data processing agreement or any other written agreement signed by Subspace (a “Specific Agreement”) prevails over the Terms in the event of a conflict, but only with respect to the subject matter of the conflict.

4. Nature of the Services

Subspace provides a technology infrastructure that allows, among other things, deterministic models and calculations to be defined, stored, versioned, transmitted and executed through APIs, SDKs and related interfaces.

Subspace provides a technology tool. Subspace does not necessarily design the Customer Model, does not warrant its suitability and makes no commercial, actuarial, financial, medical, legal, regulatory or other decision on behalf of the Customer, unless expressly committed in a Specific Agreement.

The features, interfaces, limits, formats and dependencies of the Services may evolve. The specific commitments applicable to a paid offering are those of the order form or plan in effect.

5. Right of use

Subject to payment of the applicable fees and compliance with the Terms, Subspace grants the Customer, for the duration of its authorized access, a limited, revocable, non-exclusive, non-transferable and non-sublicensable right:

• to access and use the Services for its internal business activities;
• to integrate the Services into its Customer Applications in accordance with the Documentation;
• to allow its employees, contractors and authorized users to use the Customer Applications;
• to transmit or display the Results to users of the Customer Applications in the normal course of the Customer’s business.

This right does not allow the Customer to sell, lease, license or make available the console, the API keys or the Services themselves as a standalone product, nor to exploit the Services in order to offer a competing calculation engine or model execution platform. Any resale, white labelling, use on behalf of multiple independent clients or OEM integration requires written authorization or a Specific Agreement.

The Customer is responsible for all users, employees, contractors and Customer Applications that access the Services through its account.

6. Accounts and API keys

The Customer must provide accurate information and keep it up to date. The Customer is fully responsible:

• for the confidentiality of its credentials, tokens and API keys;
• for the configuration of permissions and environments;
• for all activity carried out through its account or its keys;
• for promptly revoking access that is no longer required;
• for immediately notifying Subspace of any actual or suspected unauthorized access.

Secret keys must not be embedded in public client-side code, published in a repository or disclosed to an unauthorized person. Subspace may revoke a key or require immediate rotation when a risk is detected.

7. Customer responsibility for models and results

The Customer remains solely responsible:

• for the design, selection, logic and quality of its Customer Models;
• for the accuracy, quality, legality and sufficiency of the Customer Content;
• for the independent validation of the models, assumptions, parameters, data and Results;
• for appropriate functional tests, regression tests, thresholds, tolerances and controls;
• for the interpretation and use of the Results;
• for any decision, communication, offer, refusal, price, recommendation or action based in whole or in part on a Result;
• for the compliance of its use with applicable laws, professional standards, contracts, internal policies and regulatory obligations;
• for maintaining continuity, backup, recovery and human intervention mechanisms proportionate to the risks.

Deterministic execution means that the designated logic is executed reproducibly under the applicable conditions. It does not mean that the Customer Model, its data, its assumptions or its Results are accurate, complete, appropriate or compliant.

The Customer must not use a Result for a critical decision without having implemented the validation, human oversight and controls required by law or reasonably required by the nature of the decision.

8. Regulated uses and sensitive data

Unless expressly authorized in a Specific Agreement, the Services are not certified as a medical device, a life safety system, an industrial control system, a critical infrastructure control system or a system authorized to make, on its own, a legally binding decision concerning a person.

Unless a data processing agreement or another applicable Specific Agreement is in force, the Customer must not use the Services to process in production personal information concerning its own clients, employees, insureds, borrowers, users or other third parties. This restriction does not prevent the use of business contact information strictly necessary for the administration of a Subspace account.

Even where such an agreement is in force, the Customer must not submit highly sensitive information, including passwords, social insurance numbers, biometric data, full payment card data, identifiable health information or secrets protected by specific requirements, unless its plan, the Documentation and a Specific Agreement expressly permit it.

Where the Services are used in credit, insurance, actuarial work, investment, employment, health or another regulated field, the Customer remains responsible for the required licenses, consents, notices, explanations, validations, policies and controls.

9. Customer Content and ownership of Customer Models

As between the parties, the Customer retains all of its rights in the Customer Content, the Customer Models and the Results. Representing, converting, storing, versioning or executing a Customer Model by means of the Subspace Technology does not transfer ownership of the Customer’s business logic to Subspace.

The Customer grants Subspace, for the period necessary to provide the Services, a worldwide, non-exclusive and royalty-free license to host, copy, transmit, technically transform, display and process the Customer Content solely in order:

• to provide and secure the Services;
• to execute the Customer’s instructions;
• to prevent or diagnose incidents and abuse;
• to comply with the law and with Specific Agreements.

Subspace will not use the Customer Content to train a general or shared artificial intelligence model without the Customer’s express written authorization.

The Customer represents that it holds all rights, authorizations and consents necessary in respect of the Customer Content and its processing by Subspace.

10. Subspace technology and intellectual property

Subspace and its licensors retain all rights in the Subspace Technology. No ownership right is transferred to the Customer.

Except to the extent prohibited by law or with the written authorization of Subspace, the Customer may not:

• copy or modify any unauthorized portion of the Subspace Technology;
• decompile, disassemble, reverse engineer or attempt to obtain the source code, trade secrets or internal mechanisms of the Services;
• circumvent access controls, limits, quotas, security measures or billing mechanisms;
• use the Services or their technical outputs to reproduce a substantially similar platform;
• carry out unauthorized security, load or penetration testing;
• publish benchmark, performance or availability test results relating to the Services without having given Subspace a reasonable opportunity to verify the method and the results;
• remove proprietary notices;
• use the Subspace trademarks without authorization.

The specific licenses accompanying an SDK, a code example or an open-source component prevail with respect to that item.

11. Feedback and anonymized statistics

The Customer grants Subspace the perpetual, irrevocable, worldwide and royalty-free right to use the suggestions, comments and ideas that it chooses to communicate about the Services, with no obligation to implement them or to compensate the Customer.

Subspace may produce and use aggregated technical statistics provided that they have been anonymized in accordance with applicable law, that they do not allow the Customer or any person to be identified and that they do not reveal any Customer Content, trade secret or Result belonging to the Customer.

12. Confidentiality

Each party may receive non-public information from the other party that, by its nature or in the circumstances, should reasonably be considered confidential (“Confidential Information”). The Customer Content, the Customer Models, the API keys and the Customer’s trade secrets are the Customer’s Confidential Information. The Subspace Technology, its non-public documentation, its internal mechanisms, its negotiated prices and its trade secrets are Subspace’s Confidential Information.

The receiving party must:

• use the Confidential Information solely to perform or receive the Services;
• protect it with at least a reasonable degree of care and no less than the care used for its own comparable information;
• limit access to persons and suppliers who need to know it and who are bound by confidentiality obligations;
• not disclose it, except where authorized or legally required.

These obligations do not apply to information that the receiving party can demonstrate is public without breach, was already lawfully known, was lawfully received from a third party or was independently developed. Where disclosure is legally required, the receiving party will give reasonable notice where permitted and will limit the disclosure to what is required.

The confidentiality obligations survive for five years after the end of the Services; for trade secrets, source code and security keys or secrets, they survive for as long as the information remains a trade secret.

13. Acceptable use

The Customer must not use the Services:

• in violation of a law, regulation, order or the rights of a third party;
• for any fraudulent, deceptive, abusive or unlawfully discriminatory activity;
• to introduce malicious code or to harm the Services or a third party;
• to obtain unauthorized access to a system or to data;
• to intentionally exceed or circumvent quotas;
• to resell or pool access contrary to the Terms;
• in violation of applicable rules on export controls, economic sanctions or access to regulated technologies;
• in a manner likely to compromise the security, integrity, availability or reputation of Subspace.

Subspace may investigate any suspected use and cooperate with the authorities where the law requires or permits it.

14. Third-party services and suppliers

The Services may depend on third-party suppliers or interact with third-party products. Subspace does not control those products and is not responsible for their interruptions, modifications, practices or content. Use of a third-party product may be governed by that third party’s terms.

15. Trials, free access and beta features

Any free access, promotional credit, trial, preview, experimental or beta feature is provided for evaluation purposes only, with no commitment as to availability, retention, support or future compatibility.

Subspace may modify, limit or withdraw that access at any time. Except where legally required, free credits have no monetary value, are neither transferable nor refundable and expire in accordance with the applicable offer.

The Customer must not use a beta feature or free access for a critical or production activity, unless otherwise authorized in writing.

16. Fees, taxes and payments

The Customer must pay the applicable fees, overages, minimums and taxes described in the plan, the order form or the purchase interface.

Unless otherwise indicated:

• subscriptions are billed in advance and renew automatically for successive periods of the same duration;
• usage-based fees and overages are billed in arrears;
• fees are non-refundable and partial periods are not credited;
• the Customer authorizes Subspace and its payment provider to charge the payment method on file;
• the Customer must maintain accurate billing information and a valid payment method.

Subspace may change the fees of a self-serve subscription by giving at least thirty days’ notice; the change will apply to the next renewal following that notice. The prices of a Specific Agreement are changed in accordance with that agreement.

Any overdue amount may bear interest at the lesser of 1.5% per month and the maximum permitted by law, in addition to reasonable collection costs.

17. Suspension

Subspace may immediately suspend or limit any access where it reasonably believes that:

• the Customer has breached the Terms;
• a payment is overdue;
• the use presents a risk of security, fraud, harm or liability;
• the suspension is necessary to protect the Services, Subspace, a customer or a third party;
• a law, an order or an essential supplier requires it;
• the use is abnormally high or threatens the stability of the Services.

Where reasonably possible, Subspace will notify the Customer and give it the opportunity to correct the situation. Subspace is not liable for damages arising from a suspension made in good faith in accordance with this section.

18. Term and termination

The Terms remain in effect for as long as the Customer uses the Services.

The Customer may stop using the Services or cancel its subscription using the available mechanisms. Cancellation prevents future renewal but does not give rise to a refund for a period that has begun.

Subspace may terminate:

• immediately in the event of a serious breach, abuse, security risk, illegality, insolvency or non-payment;
• for any other business reason, upon at least thirty days’ notice for a paid self-serve subscription;
• at any time and without notice for free or beta access.

At the end of the Services, the right of use ceases. The Customer must export the items it needs before the end date. Except where required by law or by a Specific Agreement, Subspace has no obligation to retain or return the Customer Content after the periods described in its Privacy Policy.

The sections that by their nature must survive remain in effect, in particular those dealing with ownership, confidentiality, amounts payable, warranty disclaimers, indemnification, limitations of liability and governing law.

19. Changes to and interruption of the Services

Subspace may modify the Services in order to improve them, secure them, comply with the law or account for technical or business changes. Subspace may perform maintenance work and assumes no service level commitment except under a Specific Agreement.

For a paid self-serve subscription, Subspace will attempt to give reasonable notice before withdrawing an essential feature, except in the case of a security emergency, a legal requirement, an impossibility related to a third party or a situation beyond its control.

20. No warranty

To the fullest extent permitted by law, the Services, the Documentation, the beta features and all Results are provided “as is” and “as available”.

Subspace excludes all warranties and conditions, whether express, implied, statutory or otherwise, including as to quality, performance, uninterrupted availability, compatibility, absolute security, absence of error, merchantability, fitness for a particular purpose, title and non-infringement.

Subspace does not warrant:

• that the Services will meet all of the Customer’s needs;
• that any error will be corrected;
• that a Customer Model or a Result is accurate, compliant or appropriate;
• that a Result will produce any particular benefit, saving, decision or business outcome;
• that the Services will replace the required controls, validations, advice or professionals.

No advice, sales statement, example, demonstration or information creates a warranty that is not expressly provided in a Specific Agreement.

21. Limitation of liability

To the fullest extent permitted by law, Subspace and its officers, employees, agents, suppliers and licensors will not be liable for indirect, incidental, exemplary, special, punitive or consequential damages, nor for loss of profits, revenue, savings, opportunity, goodwill, reputation, data, models, results or business continuity, even if advised of the possibility of such damages.

To the fullest extent permitted by law, Subspace’s total cumulative liability arising out of the Services or the Terms, for all causes and claims combined, is limited:

• for free or beta access, to CAD $100;
• for a paid self-serve service, to the total fees actually paid to Subspace for the service directly at issue during the three months preceding the first event giving rise to the claim.

The exclusions and caps apply regardless of the basis of the claim and even if a remedy fails of its essential purpose. They do not apply to the extent that their application is prohibited by a mandatory law, in particular to liability that cannot be excluded because of intentional or gross fault or of bodily or moral injury.

Each Customer acknowledges that the fees and the allocation of risk reflect these limitations.

Subject to a longer mandatory period, no claim relating to the Services may be brought more than one year after the facts giving rise to it were known or should reasonably have been known to the Customer.

22. Indemnification

The Customer must defend, indemnify and hold harmless Subspace, its affiliates, officers, employees, agents, suppliers and licensors against any third-party claim, damage, fine, penalty, judgment, settlement, cost and reasonable expense, including reasonable legal fees, arising from:

• the Customer Content, a Customer Model or a Customer Application;
• a decision or action based on a Result;
• the illegal, unauthorized or non-compliant use of the Services;
• a breach of the Terms or of the rights of a third party;
• the Customer’s failure to obtain the required consents, authorizations or licenses;
• an allegation that the Customer Content or the Customer Model infringes the rights of a third party.

Subspace will give the Customer reasonable notice of the claim and may participate in the defence with counsel of its choice. The Customer may not enter into a settlement that imposes liability, an admission, an obligation or a restriction on Subspace without its written consent.

23. Force majeure

Subspace is not liable for any delay or failure caused by an event beyond its reasonable control, including an Internet or cloud provider outage, cyberattack, power failure, disaster, labour dispute, war, terrorism, epidemic, government act or change of law. This provision does not excuse payment of amounts already due.

24. Governing law and jurisdiction

The Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of laws rules.

Subject to any mandatory provision, the competent courts of the Province of Quebec have exclusive jurisdiction. Subspace may nevertheless seek an injunction or provisional measure in any competent jurisdiction in order to protect its data, its intellectual property, its Confidential Information or the security of the Services.

25. General provisions

Subspace may update the Terms to reflect changes to the Services, the law or its business practices. The date at the top indicates the version in effect. Subspace will give reasonable notice before a material change takes effect for a paid subscription, except where an immediate change is necessary for legal or security reasons. Use of the Services after a change takes effect constitutes acceptance of the updated version. If the Customer does not accept a change, it must stop using the Services and cancel its subscription before the next renewal. A change does not retroactively reduce acquired rights or retroactively increase fees already incurred.

The Customer may not assign the Terms, its account or its rights without the written consent of Subspace. Subspace may assign the Terms in connection with a reorganization, financing, merger, sale of assets or transfer of the Services.

The Terms, together with the Specific Agreements, constitute the entire agreement concerning their subject matter. Failure to exercise a right does not constitute a waiver. If a provision is invalid, it will be limited or severed to the minimum extent necessary, without affecting the other provisions.

Headings are for ease of reading and do not affect interpretation. The words “including” and “in particular” are not limiting. Electronic communications and signatures are valid to the extent permitted by law.

26. Notices and contact

Subspace may send notices relating to the Services by email, in the console or on its website. The Customer must keep its account address up to date.