Terms of Service

OOUA — TERMS OF SERVICE (BETA)

IMPORTANT — PLEASE READ CAREFULLY. THIS IS A BINDING AGREEMENT.

These Terms of Service ("Terms") govern your access to and use of the Signal Index platform, including the Construction OS ("CONOS") product and all related features, websites, and services (collectively, the "Platform").

The Platform is provided by Tahseen Huda and David Illes, carrying on business as "Ooua" (the "Provider," "we," "us," or "our"). The Provider intends to incorporate as a corporation. Upon incorporation, all rights, obligations, and protections under these Terms will automatically assign to and be assumed by that corporation, and references to the Provider will mean that corporation.

By checking the acceptance box, creating an account, or using the Platform, you ("you," "your," or "User") agree to be bound by these Terms. If you do not agree, do not access or use the Platform.

1.1 The Platform is provided as pre-release, beta software. It is made available on an "AS IS" and "AS AVAILABLE" basis, with all faults and without warranty of any kind.

1.2 To the fullest extent permitted by law, the Provider disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, reliability, and non-infringement.

1.3 You acknowledge the Platform may contain bugs, errors, inaccuracies, incomplete features, and interruptions in availability, and may produce incorrect outputs or calculations. The Provider does not warrant that the Platform will be uninterrupted, secure, error-free, or that any data or output will be accurate or complete.

2.1 The Platform may display financial figures, cost tracking, profit and loss summaries, tax-related amounts (including HST), project data, scores, intelligence, and other outputs. ALL such outputs are provided for informational and organizational convenience only.

2.2 You must NOT rely on the Platform as your sole or primary basis for any financial, accounting, tax, legal, regulatory, investment, employment, or business decision. Outputs may be inaccurate or incomplete.

2.3 You are solely responsible for independently verifying all information before acting on it, and for consulting qualified professionals (such as accountants, bookkeepers, tax advisors, and lawyers) for decisions in their respective domains. The Provider is not an accounting, tax, legal, or financial advisory service and provides no professional advice.

2.4 You assume all risk and responsibility for any decision you make or action you take based on the Platform.

3.1 To the fullest extent permitted by applicable law, the Provider and its owners, directors, officers, employees, and contractors will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any loss of profits, revenue, data, business, goodwill, or anticipated savings, arising out of or relating to your use of (or inability to use) the Platform, even if advised of the possibility of such damages.

3.2 To the fullest extent permitted by law, the Provider's total aggregate liability arising out of or relating to these Terms or the Platform will not exceed the greater of (a) the total fees you paid to the Provider in the three (3) months immediately preceding the event giving rise to the claim, or (b) CAD $50.

3.3 During the beta period, the Platform is provided free of charge. You acknowledge that the absence of fees is part of the consideration for the limitations of liability in these Terms.

3.4 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or for matters that may not lawfully be limited.

4.1 The Platform, including its features, design, interface, workflows, functionality, structure, pricing, underlying methods, and any non-public information you observe through your access (collectively, "Confidential Information"), is the confidential and proprietary property of the Provider.

4.2 You agree to keep the Confidential Information strictly confidential and not to disclose, publish, share, or make it available to any third party without the Provider's prior written consent.

4.3 You shall NOT, directly or indirectly: (a) copy, reproduce, republish, or distribute any part of the Platform; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or underlying ideas of the Platform; (c) create any derivative, competing, or substantially similar product or service based on or using the Platform or Confidential Information; (d) share, sell, sublicense, rent, lease, or transfer your account or access credentials to any other person; (e) allow any unauthorized person to access or use the Platform through your account; (f) use the Platform to build, train, or inform any machine learning model or competing dataset; (g) remove, obscure, or alter any copyright, trademark, or proprietary notice.

4.4 These confidentiality obligations survive termination of your access and continue for so long as the information remains non-public.

4.5 You acknowledge that any breach of this Section may cause irreparable harm to the Provider for which monetary damages would be inadequate, and that the Provider is entitled to seek injunctive relief in addition to any other remedies.

5.1 The Platform and all associated intellectual property — including all software, source code, designs, text, graphics, logos, the "Signal Index," "CONOS," and "Ooua" names and branding, features, and all content created by the Provider — are and remain the exclusive property of the Provider and its owners. All rights reserved.

5.2 These Terms grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform solely for your own internal business evaluation and use during the beta period, subject to these Terms. No other rights are granted.

5.3 You retain ownership of the data and content you input into the Platform ("Your Data"). You grant the Provider a license to host, store, process, and use Your Data as necessary to operate and improve the Platform and as described in our Privacy Policy.

6.1 The Provider handles personal information in accordance with applicable Canadian privacy law, including the Personal Information Protection and Electronic Documents Act (PIPEDA), and in accordance with our Privacy Policy, which is incorporated into these Terms by reference.

6.2 By using the Platform, you consent to the collection, use, and storage of personal and business information as described in the Privacy Policy.

6.3 The Provider uses commercially reasonable measures to protect your data but, given the beta nature of the Platform, does not guarantee absolute security. You are responsible for maintaining the confidentiality of your login credentials.

7.1 The Provider may suspend, restrict, or terminate your access to the Platform at any time, for any reason or no reason, with or without notice, at its sole discretion.

7.2 The Provider may modify, suspend, or discontinue any part of the Platform at any time, including ending the beta program.

7.3 Upon termination, your right to use the Platform ceases immediately. Sections relating to confidentiality, intellectual property, limitation of liability, and disclaimers survive termination.

8.1 The Provider may update these Terms from time to time. Material changes will be communicated by posting an updated version with a new effective date, and where practicable, by notice through the Platform. Continued use after changes take effect constitutes acceptance.

9.1 These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

9.2 You agree to the exclusive jurisdiction of the courts of the Province of Ontario for any dispute arising out of or relating to these Terms or the Platform.

10.1 If any provision of these Terms is found unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be limited or modified to the minimum extent necessary.

10.2 These Terms constitute the entire agreement between you and the Provider regarding the Platform and supersede any prior agreements.

10.3 The Provider's failure to enforce any provision is not a waiver of its right to do so later.

10.4 You may not assign these Terms without the Provider's consent. The Provider may assign these Terms, including to its incorporated entity or any successor.

By checking "I have read and agree to the Terms of Service and Privacy Policy" and creating an account, you confirm that you have read, understood, and agree to be bound by these Terms.