1. DEFINITIONS
(a) “Affiliate” in relation to a Party means any entity which, either directly or indirectly “controls”, “is controlled by”, or “is under common control” with, the Party specified. For the purposes of this definition, “control” of an entity means that the specified Party, directly or indirectly, has the power to direct or cause the direction of the management and policies of that entity through the ownership of voting securities, by contract or otherwise.
(b) “Business Day” means Monday through Friday, excluding any days that are statutory holidays under the laws of the Province of Nova Scotia or the laws of Canada applicable therein.
(c) “Confidential Information” means all know-how, trade or other secrets, and any other information or data, directly or indirectly, disclosed by one Party and/or its Affiliates (the “Disclosing Party”), to the other Party (the “Receiving Party”) under this Services Agreement (whether verbal, written, or existing, stored, or communicated in any form or medium). This includes, without limitation, technical information and data, equipment, documents, reports, analyses, recommendations, tests, financial data, correspondence, communications, pricing, products, design and function specifications, technologies, computer programs, software, systems, features, techniques, methodologies, processes, manuals, inventions (whether or not patentable), algorithms, configurations, business information, together with copies thereof, and all information and data derived therefrom.
Confidential Information excludes information that:
(i) is or becomes publicly available through no breach of this Agreement or wrongful act of the Receiving Party;
(ii) is known to the Receiving Party without restriction prior to receiving it from the Disclosing Party;
(iii) is required to be disclosed by law, provided that prior written notice is given;
(iv) is lawfully disclosed to a Party by a third party without restriction; or
(v) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
For clarity, the algorithms underlying the Services shall be deemed Confidential Information regardless of the above exclusions.
(d) “Agiea Platform” means the Gia AI assistant and knowledge platform, together with the related web applications, browser extensions, integrations, and analytics services offered by Agiea to Customer and its Users.
(e) “Customer Data” means the information collected, received, transmitted, uploaded, stored, and/or processed by Agiea from Customer and Users in the course of providing the Services.
(f) “Fees” means the fees payable by Customer for the Services and any other services provided by Agiea in accordance with the Services Agreement.
(g) “Normal Business Hours” means 8:30 a.m. to 5:00 p.m. (Eastern Time) on Business Days.
(h) “Parties” means Agiea and Customer, and “Party” means either one of them.
(i) “Personnel” includes directors, officers, employees, agents, consultants, representatives, and other individuals employed, engaged or retained by Customer or Agiea, as the case may be.
(j) “Privacy Policy” means the privacy policy relating to the Services, published at https://www.getgia.ai/privacy-policy, as amended by Agiea from time to time on notice to Customer.
(k) “Service Schedule” means a separate document (including work orders, statements of work, and related exhibits) signed by both Parties describing the Services to be provided and other agreed-upon terms.
(l) “Services” means access to the Agiea Platform and those other services performed by Agiea under this Agreement and each Service Schedule.
(m) “Services Agreement” means the Services Agreement to which these Standard Terms and Conditions are attached, including all applicable Service Schedules.
(n) “Standard Terms and Conditions” means these standard Terms and Conditions.
(o) “Term” means the Initial Term and any Renewal Term as defined in Section 5.
(p) “User” means Customer’s Personnel authorized to use the Agiea Platform and Services.
2. SERVICES
2.1 Provision of Services
Subject to these Terms, Agiea will provide the Services as specified in one or more Service Schedules. Each Service Schedule and these Terms shall constitute a separate agreement. These Terms are incorporated by reference in every Service Schedule.
2.2 Changes in Services
Agiea may modify, discontinue, substitute, delete, or restrict any aspect of the Services upon notice. Any resulting fee changes will be reflected in an amended Service Schedule.
2.3 Control of Services
Agiea retains full control of the Services and may subcontract without Customer’s prior consent.
2.4 Concealed or Unknown Conditions
If Agiea encounters material variations in Customer Data, it may notify Customer and amend the Service Schedule to equitably adjust Fees.
2.5 Network Quality
Agiea is not liable for network failures outside of its control. Services may rely on third-party data, which Agiea does not warrant as uninterrupted or error-free.
2.6 Privacy
The Privacy Policy governs Agiea’s collection and use of personal information in connection with the Services, including information received through the Gia AI Assistant Chrome Extension. Customer shall comply with the Privacy Policy and with applicable laws regarding the collection, use, and disclosure of data that Customer provides to, or accesses through, the Services.
3. OWNERSHIP OF PROPERTY
3.1 Services
All IP rights related to the Services remain the property of Agiea and its Affiliates.
3.2 License Grant
Agiea grants Customer a non-exclusive, non-transferable license to use the Agiea Platform and Services. Customer may not reverse-engineer, sublicense, or alter notices or create derivative works from the Services.
3.3 Ownership of Customer Data
Customer retains ownership of Customer Data but grants Agiea a license to use it for providing the Services. Agiea may also use aggregated data for research and benchmarking.
3.4 Reservation of Rights
All rights not expressly granted remain with Agiea or Customer, as applicable.
4. FEES AND PAYMENT
4.1 Services Fees
Fees are as set out in the Service Schedule(s). Additional services requested by Customer are billed on a time-and-materials basis.
4.2 Expenses
Customer shall reimburse Agiea for out-of-pocket expenses incurred in service delivery.
4.3 Invoicing and Payment
Invoices are payable upon receipt unless otherwise stated in the Service Schedule.
4.4 Taxes
Customer is responsible for all applicable taxes.
4.5 Late Payments
Unpaid amounts after 30 days are subject to 1.5% monthly interest. Agiea may suspend Services for unpaid invoices.
4.6 Invoicing Disputes
Discrepancies must be reported within 30 days of invoice date. Otherwise, the invoice is deemed accepted.
4.7 Rate Adjustment
Agiea may increase Fees with 60 days’ written notice.
5. TERM AND TERMINATION
5.1 Term
This Agreement begins on the Effective Date and continues for one year (Initial Term), renewing annually unless terminated with six months’ notice.
5.2 Termination of Agreement
Either Party may terminate the Agreement with six months’ written notice, provided all Service Schedules are also terminated.
5.3 Termination of Service Schedule
Either Party may terminate a Service Schedule with six months’ notice. Fees paid to the termination date are non-refundable.
5.4 Insolvency/Bankruptcy
Either Party may terminate immediately if the other Party becomes insolvent or bankrupt.
5.5 Obligations on Termination
Upon termination, Customer must:
(i) Pay all amounts due to Agiea;
(ii) Return or destroy all Confidential Information per Section 6.3.
6. CONFIDENTIAL INFORMATION
6.1 Non-Disclosure / Non-Use
All Confidential Information remains the property of the Disclosing Party. During and after the Term, the Receiving Party shall:
(i) Keep it strictly confidential;
(ii) Disclose it only to those with a need to know and under similar obligations;
(iii) Not use it for their own purposes.
6.2 Permitted Disclosures
The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice where legally permitted, discloses only the portion of Confidential Information that is legally required, and uses reasonable efforts to obtain confidential treatment of the information disclosed.
6.3 Return or Destruction
Upon expiry or termination of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control and, on request, certify in writing that it has done so. The Receiving Party may retain copies required by applicable law or held in routine backup or archival systems, provided that such copies remain subject to the confidentiality obligations in this Section 6 for so long as they are retained.
6.4 Equitable Relief
Each Party acknowledges that a breach of this Section 6 may cause harm for which monetary damages are an inadequate remedy, and that the Disclosing Party is entitled to seek injunctive or other equitable relief in addition to any other remedy available at law.
7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
7.1 Mutual Representations
Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations under it, and that this Agreement is executed by its duly authorized representative.
7.2 Service Warranty
Agiea warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Customer’s exclusive remedy, and Agiea’s entire liability, for breach of this warranty is for Agiea to re-perform the deficient Services, or, if Agiea is unable to do so within a reasonable period, to refund the Fees paid for the deficient Services.
7.3 Artificial Intelligence Output
The Services include features that generate responses, summaries, recommendations, and other output using artificial intelligence and machine learning models. Such output is generated probabilistically, may be inaccurate, incomplete, or unsuitable for a particular purpose, and does not constitute legal, financial, tax, medical, or other professional advice. Customer is responsible for reviewing output before relying on it or acting on it, and for ensuring that its use of the output complies with applicable law and with any professional obligations that apply to Customer.
7.4 Disclaimer
Except as expressly set out in this Section 7, the Services and the Agiea Platform are provided “as is” and “as available,” and Agiea disclaims all other representations, warranties, conditions, and guarantees, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranty that the Services will be uninterrupted, secure, or error free.
8. LIMITATION OF LIABILITY
8.1 Exclusion of Indirect Damages
Neither Party is liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, or anticipated savings, or for any loss or corruption of data, arising out of or in connection with this Agreement, whether in contract, tort, negligence, strict liability, or otherwise, and whether or not the Party was advised of the possibility of such damages.
8.2 Aggregate Cap
Each Party’s total aggregate liability arising out of or in connection with this Agreement is limited to the total Fees paid or payable by Customer under the applicable Service Schedule during the twelve (12) months immediately preceding the event giving rise to the claim.
8.3 Exceptions
The limitations in Sections 8.1 and 8.2 do not apply to Customer’s obligation to pay Fees, to either Party’s breach of Section 6 (Confidential Information), to either Party’s indemnification obligations under Section 9, or to liability arising from a Party’s fraud, gross negligence, or wilful misconduct, or to any liability that cannot be limited or excluded under applicable law.
9. INDEMNIFICATION
9.1 By Agiea
Agiea shall defend Customer against any third party claim alleging that Customer’s use of the Agiea Platform in accordance with this Agreement infringes that third party’s intellectual property rights, and shall indemnify Customer against damages finally awarded or amounts payable under a settlement approved by Agiea. This obligation does not apply to claims arising from Customer Data, from Customer’s use of the Services in breach of this Agreement, or from combination of the Services with materials not supplied by Agiea where the claim would not have arisen but for that combination.
9.2 By Customer
Customer shall defend Agiea against any third party claim arising from Customer Data or from Customer’s or its Users’ use of the Services in breach of this Agreement or of applicable law, and shall indemnify Agiea against damages finally awarded or amounts payable under a settlement approved by Customer.
9.3 Procedure
The indemnified Party shall give the indemnifying Party prompt written notice of the claim, permit the indemnifying Party to control the defence and settlement, and provide reasonable cooperation at the indemnifying Party’s expense. The indemnifying Party may not settle a claim in a way that imposes a non-monetary obligation on the indemnified Party without that Party’s prior written consent.
10. GENERAL PROVISIONS
10.1 Governing Law
This Agreement is governed by and construed in accordance with the laws of the Province of Nova Scotia 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.
10.2 Dispute Resolution
The Parties shall first attempt in good faith to resolve any dispute arising out of this Agreement through discussions between senior representatives within thirty (30) days of written notice of the dispute. If the dispute is not resolved, the Parties attorn to the exclusive jurisdiction of the courts of the Province of Nova Scotia, except that either Party may seek injunctive relief in any court of competent jurisdiction.
10.3 Notices
Notices under this Agreement must be in writing and are effective when delivered by hand, by courier, or by email to the addresses set out in the Services Agreement or, for Agiea, to support@getgia.ai with a copy to the registered office address below.
10.4 Force Majeure
Neither Party is liable for any delay or failure to perform, other than an obligation to pay money, caused by an event beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labour disruption, failure of telecommunications or internet infrastructure, or governmental action.
10.5 Assignment
Neither Party may assign this Agreement without the other Party’s prior written consent, which may not be unreasonably withheld, except that either Party may assign it in whole to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the other Party.
10.6 Independent Contractors
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between them.
10.7 Severability
If any provision of this Agreement is held to be invalid or unenforceable, that provision is to be enforced to the maximum extent permissible and the remaining provisions remain in full force and effect.
10.8 Waiver
A Party’s failure or delay in exercising a right under this Agreement is not a waiver of that right, and no waiver is effective unless made in writing.
10.9 Survival
Sections 3 (Ownership of Property), 4 (Fees and Payment) in respect of amounts accrued before termination, 6 (Confidential Information), 7.4 (Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), and 10 (General Provisions) survive expiry or termination of this Agreement.
10.10 Entire Agreement
This Agreement, together with the Services Agreement and all Service Schedules, constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior discussions, proposals, and agreements, whether written or oral. In the event of a conflict, the order of precedence is: the applicable Service Schedule, then the Services Agreement, then these Standard Terms and Conditions.
10.11 Amendments
Except as otherwise expressly provided in this Agreement, no amendment is effective unless made in writing and signed by an authorized representative of each Party.
These Standard Terms and Conditions were last updated on August 26, 2026.
Gia by Agiea Inc. Gia is built by Agiea Inc., a Canadian software company based in Halifax, Nova Scotia.
Registered Office Agiea Inc. 6 Broadholme Ln Halifax, NS B3M 3B7 Canada
Contact Email: support@getgia.ai Website: getgia.ai
Corporation Number: 1615565-1 Incorporated under the Canada Business Corporations Act
