Terms of Service

1.1. Scope

These Terms govern your access to and use of the Service, including any free trial, paid subscription, evaluation account, beta feature, or related materials Beaverly makes available.

1.2. Relationship to Orders and the DPA

Specific commercial terms — fees, subscription length, named features, support levels — are set out in a separate written order, statement of work, or online subscription flow (each an “Order”) that references these Terms. Where the Customer requires a data processing addendum for the handling of personal information, the Beaverly Data Processing Addendum (“DPA”) is available on request at security@beaverly.ai and, once executed, governs the processing of personal information.

1.3. Order of precedence

In the event of a conflict, the order of precedence is: (i) an executed Order; (ii) the DPA; (iii) these Terms; (iv) the Privacy Policy.

Capitalized terms not defined elsewhere in these Terms have the following meanings:

• “Authorized Users” — individuals authorized by Customer to use the Service under Customer’s account (for example, employees, contractors, and advisors).
• “Customer Data” — data, content, or information that Customer or its Authorized Users submit to the Service, or that the Service ingests on Customer’s behalf from third-party systems (such as GitHub, GitLab, Bitbucket, Linear, and Jira), in connection with the Service.
• “Documentation” — the user guides, API documentation, and other materials Beaverly publishes for the Service.
• “Output” — narratives, classifications, summaries, scores, and other materials generated by the Service from Customer Data.
• “Sub-processor” — a third-party service provider that processes Customer Data on Beaverly’s behalf in connection with the Service.
• “Confidential Information” — non-public business, technical, or financial information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential in the circumstances.

3.1. What Beaverly provides

Beaverly provides an AI-assisted platform that ingests engineering activity from Customer’s authorized third-party systems, applies machine-learning techniques (including semantic embedding, clustering, and relevance scoring) to detect research-and-development activity, and produces audit-ready evidence and narratives — including, where applicable, documentation supporting Scientific Research and Experimental Development (“SR&ED”) tax credit claims in Canada.

3.2. Changes to the Service

Beaverly may modify, enhance, or discontinue features of the Service from time to time, provided that any change does not materially diminish the core functionality during a paid term.

3.3. Beaverly is not a tax, legal, or accounting advisor

4.1. Eligibility

The Service is offered for business use only. To use the Service you must (i) be at least 18 years old or the age of majority in your jurisdiction; (ii) have the legal capacity and authority to enter into these Terms; (iii) not be barred from receiving the Service under Canadian, U.S., or other applicable sanctions or export-control laws; and (iv) provide and maintain accurate registration information.

4.2. Business use only — categories of data not supported

The Service is not intended for consumers, for minors, or for use in connection with protected health information, payment-card data, government-issued identifiers, or other regulated categories of sensitive data, unless expressly agreed in a separate written Order. Customer must not submit such data to the Service outside of those circumstances.

4.3. Accounts and Authorized Users

Customer must designate an account administrator and may invite Authorized Users. Customer is responsible for all activity that occurs under its account.

4.4. Credentials and SSO

Customer must keep credentials and API tokens — including third-party integration tokens for connected systems — confidential. Where Customer enables single sign-on (SSO) through Google Workspace or another identity provider, Customer remains responsible for the security and lifecycle of those identities.

4.5. Off-boarding

Customer must promptly remove Authorized Users who no longer require access — for example, when an employee or contractor leaves.

5.1. Ownership

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

5.2. License to Beaverly

Customer grants Beaverly a non-exclusive, worldwide, royalty-free licence to access, host, process, transmit, display, and use Customer Data solely to (i) provide and improve the Service for Customer, (ii) prevent or address technical or security issues, (iii) generate Output, and (iv) comply with applicable law.

5.3. Authorization for integrations

When Customer connects a third-party system to the Service, Customer represents and warrants that it has all necessary rights and consents to authorize Beaverly to access and process data from that system, including any personal information of Customer’s personnel reflected in commits, pull requests, issues, or tickets.

5.4. No model training on Customer Data

5.5. Source-code handling

5.6. Sub-processors

Beaverly uses Sub-processors to provide the Service. Beaverly’s current Sub-processors are:

Beaverly will provide reasonable advance notice of material changes to its Sub-processor list to account administrators by email.

5.7. Privacy

Beaverly’s processing of personal information is described in the Beaverly Privacy Policy, which is incorporated by reference. Where the DPA is executed, the DPA governs the processing of personal information.

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

• (a) use the Service in violation of any applicable law — including privacy, intellectual-property, export-control, sanctions, and tax law;
• (b) submit data Customer does not have the right to submit, including data of third parties that Customer is not authorized to share;
• (c) submit protected health information, payment-card data, government identifiers, or other sensitive categories of data not contemplated by these Terms or an applicable Order;
• (d) reverse-engineer, decompile, or attempt to derive the source code, models, or training data of the Service, except to the extent applicable law expressly permits;
• (e) probe, scan, or test the vulnerability of the Service, or breach or circumvent any authentication, rate-limiting, or access-control measures, except under a pre-authorized testing arrangement with Beaverly;
• (f) interfere with or disrupt the integrity or performance of the Service — including by introducing malware or by means of excessive automated requests;
• (g) use the Service to build a competing product or service, or to benchmark the Service for publication without Beaverly's prior written consent;
• (h) resell, sublicense, time-share, or otherwise commercially exploit the Service except as expressly permitted in an Order; or
• (i) use the Service to generate or distribute illegal, infringing, defamatory, harassing, or knowingly false content.

Beaverly may investigate suspected violations and may suspend or terminate access in accordance with Section 13.

7.1. Beaverly IP

As between the parties, Beaverly and its licensors own all right, title, and interest in and to the Service, the underlying software, models, algorithms, Documentation, and any improvements thereto. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer by implication, estoppel, or otherwise.

7.2. Output

Subject to Customer’s compliance with these Terms and payment of applicable fees, Beaverly grants Customer a perpetual, non-exclusive, worldwide, royalty-free licence to use the Output for Customer’s internal business purposes, including supporting SR&ED filings and similar regulatory submissions. Customer acknowledges that, given the nature of machine learning, similar Output may be generated for other customers from independently sourced data.

7.3. Feedback

If Customer provides suggestions, ideas, or feedback regarding the Service, Customer grants Beaverly a perpetual, irrevocable, royalty-free licence to use that feedback without restriction.

7.4. Trademarks

Each party retains all rights in its trademarks. Neither party may use the other’s trademarks without prior written consent, except that Beaverly may identify Customer as a customer on its website and in marketing materials unless Customer notifies Beaverly otherwise in writing.

7.5. Third-party services

The Service interoperates with third-party products and services that Customer chooses to connect. Beaverly is not responsible for the availability, accuracy, security, or terms of those third-party services. Customer’s use of third-party services is governed by the agreements between Customer and the relevant provider.

8.1. Orders govern

Fees, payment terms, and term length are set out in the applicable Order. The current commercial structure for the Service is described at beaverly.ai/pricing.

8.2. Standard terms

Unless otherwise stated in an Order: (a) fees are payable in Canadian dollars; (b) invoices are due net 30 days from the invoice date; (c) past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law; and (d) all fees are exclusive of taxes, which Customer is responsible to pay (other than taxes on Beaverly’s income).

8.3. Free trials and evaluation accounts

For free trials, evaluation accounts, and accounts provided at no cost under Beaverly’s program for software companies (see beaverly.ai/pricing), the Service is provided “as is” without warranty and may be modified, suspended, or discontinued by Beaverly at any time on reasonable notice.

9.1. Protection

Each party (the “Receiving Party”) will protect the other party’s (the “Disclosing Party”) Confidential Information with the same degree of care it uses for its own information of like importance, but in no event less than reasonable care, and will use Confidential Information only for purposes of these Terms.

9.2. Exclusions

Confidential Information does not include information that:

• (i) is or becomes publicly available without breach by the Receiving Party;
• (ii) is independently developed without use of the Disclosing Party's information; or
• (iii) is rightfully received from a third party without a confidentiality obligation.

9.3. Compelled disclosure

The Receiving Party may disclose Confidential Information as required by law or legal process, provided that — where legally permitted — it gives the Disclosing Party prompt notice and reasonable cooperation to seek a protective order.

10.1. Mutual representations

Each party represents that it has the authority to enter into these Terms and will comply with applicable laws.

10.2. Beaverly limited warranty

Beaverly warrants that during a paid subscription term the Service will perform materially in accordance with the Documentation. Customer’s exclusive remedy and Beaverly’s sole obligation for breach of this warranty is, at Beaverly’s option, to repair the Service, provide a commercially reasonable workaround, or terminate the affected Order and refund any pre-paid, unused fees for the affected period.

10.3. Security

10.4. Customer responsibilities

Customer is responsible for:

• (i) the accuracy of information Customer provides;
• (ii) managing Authorized Users and revoking access promptly when no longer required;
• (iii) the security of Customer’s credentials and SSO identities;
• (iv) compliance with the Acceptable Use Section;
• (v) the legal authority to authorize integrations and to share the data submitted to the Service; and
• (vi) prompt notification to Beaverly at security@beaverly.ai upon suspecting unauthorized access to Customer’s account.

10.5. Disclaimer

11.1. By Beaverly — IP defence

Beaverly will defend Customer against any third-party claim that Customer’s authorized use of the Service infringes that third party’s intellectual-property rights, and will indemnify Customer for damages finally awarded by a court of competent jurisdiction or agreed in settlement. Beaverly’s obligations under this Section do not apply to claims arising from (i) modifications to the Service not made by Beaverly; (ii) combination of the Service with products or data not provided by Beaverly; or (iii) Customer’s use of the Service in violation of these Terms.

11.2. By Customer

Customer will defend Beaverly against any third-party claim arising from (i) Customer Data; (ii) Customer’s breach of Section 6 (Acceptable use); or (iii) Customer’s violation of applicable law, and will indemnify Beaverly for damages finally awarded by a court of competent jurisdiction or agreed in settlement.

11.3. Procedure

The indemnifying party’s obligations are conditioned on the indemnified party (a) promptly notifying the indemnifying party of the claim; (b) giving the indemnifying party sole control of the defence and settlement, provided no settlement admits fault or imposes a non-monetary obligation on the indemnified party without consent; and (c) providing reasonable cooperation.

12.1. What we commit to

Beaverly takes reasonable measures to protect Customer Data and to operate the Service in accordance with these Terms and applicable law. Beaverly does not sell Customer Data and does not share Personal Data for cross-context behavioural advertising.

12.2. The limits of security

No system is perfectly secure. Hardware or software defects, newly disclosed vulnerabilities, sophisticated attacks, and insider misconduct can occur despite reasonable safeguards. Beaverly’s contractual liability for these events is governed by this Section 12 and any executed Order or DPA. Nothing in these Terms limits any right or remedy you may have under applicable law that cannot lawfully be limited.

12.3. Exclusion of indirect damages

12.4. Cap on liability

12.5. Exclusions from the cap

The foregoing limitations do not apply to:

• (i) Customer's payment obligations;
• (ii) either party's indemnification obligations under Section 11;
• (iii) either party's breach of Section 9 (Confidentiality);
• (iv) Customer's breach of Section 6 (Acceptable use) or Section 7 (Intellectual property); or
• (v) liability that cannot be limited under applicable law.

13.1. Term

These Terms apply from the date Customer first accesses the Service and continue until terminated in accordance with this Section.

13.2. Termination for convenience

Either party may terminate a free or trial account at any time. Paid subscriptions are governed by the term and renewal provisions in the applicable Order.

13.3. Termination for cause

Either party may terminate these Terms — or any Order — for material breach by the other party that remains uncured 30 days after written notice describing the breach in reasonable detail.

13.4. Suspension

Beaverly may suspend or restrict access immediately if (a) Customer’s use poses a security, legal, or operational risk to Beaverly or any third party; (b) Customer materially breaches Section 6 (Acceptable use); or (c) Customer has fees more than 30 days past due. Beaverly will give Customer notice where reasonably practicable.

13.5. Effect of termination

Upon termination, Customer’s right to access the Service ends. On written request received within 30 days after termination, Beaverly will make Customer Data available for export in a commercially reasonable format. After that 30-day period, Beaverly will delete Customer Data in accordance with its retention policies and the Privacy Policy.

13.6. Survival

Sections 2, 5.1, 7, 9, 11, 12, 13.5, 13.6, and 14 survive termination of these Terms.

14.1. Governing law

These Terms are governed by the laws of the Province of Ontario 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.

14.2. Dispute resolution

The parties will first attempt in good faith to resolve any dispute through informal negotiation for 30 days from written notice of the dispute. If unresolved, the parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

14.3. Contact and notices

Notices to Beaverly under these Terms must be sent to:

• By post: Beaverly AI Inc., Attn: Legal, 3219 Yonge Street, Suite #246, Toronto, ON M4N 2L3, Canada
• By email: security@beaverly.ai
• General inquiries: support@beaverly.ai · beaverly.ai/support

Notices to Customer may be sent to the email address associated with Customer’s account.

14.4. Modifications

Beaverly may update these Terms by posting an updated version with a new “Last reviewed” date. Material changes will be notified by email to account administrators or via in-product notice at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If Customer does not agree to a material change, Customer’s exclusive remedy is to terminate the affected subscription before the effective date.

14.5. Force majeure

Neither party is liable for any delay or failure to perform — other than payment obligations — caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, labour disputes, internet or utility outages, or governmental action.

14.6. Assignment

Neither party may assign these Terms without the other’s prior written consent, except that either party may assign without consent to a successor in connection with a merger, acquisition, or sale of substantially all its assets. Any prohibited assignment is void.

14.7. Entire agreement

These Terms, the Privacy Policy, any executed DPA, and any Order constitute the entire agreement between the parties and supersede prior or contemporaneous agreements on the subject matter.

14.8. Severability and waiver

If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be reformed to the minimum extent necessary. No waiver is effective unless in writing and signed by the waiving party. No failure to enforce a provision constitutes a waiver of that or any other provision.

14.9. Independent contractors; no third-party beneficiaries

The parties are independent contractors. These Terms do not create a partnership, agency, employment, or fiduciary relationship, and create no third-party beneficiary rights.

14.10. Export controls and sanctions

Customer represents that it is not located in, and will not access the Service from, a country subject to comprehensive Canadian or U.S. trade sanctions, and that it is not listed on any Canadian or U.S. denied-parties list.

14.11. Language

The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que ces conditions et tous les documents connexes soient rédigés en anglais.

14.12. Effective date

These Terms take effect on 2026-05-20.