1. Who the agreement is with

These Terms of Use are an agreement between Hanna Active Intelligence Inc. (“Hanna”, “we”, “us”) and either the organisation identified in an order form or the individual who creates a Hanna account (“Customer”), together with each person authorised to use its workspace (“User”). They cover Hanna Workspace, Hanna for Wealth, HannaWorks, myHanna, the Hanna mobile apps and hanna-ai.com. Our registered office is at 100 Mural St, Richmond Hill, ON L4B 1J3, Canada. “Service” means the Hanna software, websites, interfaces, documentation and enabled features we provide.

2. Acceptance and authority

A Customer accepts these terms by signing an order form that incorporates them, or by completing an explicit acceptance step when creating an account. A User accepts the user obligations through the explicit in-app acceptance process. A person accepting for an organisation represents that they have authority to bind it. Simply viewing these terms does not create an account or record acceptance. Access is for persons of legal age with the necessary organisational authorisation; supervised client intake and signing recipients have only the access expressly offered to them.

3. Order of precedence

A mutually signed enterprise agreement takes precedence over these terms to the extent of a conflict. A signed data processing addendum governs conflicts about the processing of Customer Personal Information. An order form governs the purchased scope, fees, duration and service levels. These terms govern other matters. The Privacy Notice explains information practices; it does not substitute for the Customer’s own privacy notices or consents. No marketing statement creates an additional service level, guarantee or warranty unless expressly included in a signed agreement.

4. Access and permitted use

Subject to the agreement and payment of applicable fees, Hanna grants Customer a limited, non-exclusive, non-transferable right to access the purchased Service for its lawful internal business purposes during the subscription term. Customer may authorise employees and contractors within purchased limits and is responsible for their compliance, except to the extent a failure is caused by Hanna. No intellectual property ownership is transferred. Client-facing access, APIs, exports and integrations are permitted only as supported and authorised for the Customer’s deployment.

5. Accounts and security

Provide accurate account information, use individual accounts, protect credentials and recovery methods, and promptly remove access when a person no longer needs it. Customer manages the authority and data scope of its Users and connected services. Do not share passwords or permit access outside the purchased or approved scope. Notify us promptly of suspected compromise and cooperate in reasonable containment. Hanna remains responsible for its own security obligations; this section does not transfer those obligations to Customer.

6. Customer information and permissions

Customer retains its rights in the files, records, prompts, communications and other material it supplies (“Customer Content”). Customer grants Hanna a limited right to host, process, transmit and reproduce that content only as necessary to provide, secure and support the Service, follow lawful Customer instructions, and comply with law, subject to the Privacy Notice and any data processing agreement. Customer must have the rights, consents and other lawful authority required to supply and use the content, connect systems, monitor communications and issue instructions. Do not upload unnecessary sensitive information. Hanna does not acquire ownership of Customer Content through this licence.

7. AI output and professional judgment

The Service uses automated systems and may use generative AI. Output can be incomplete, outdated, incorrect, inconsistent or misleading, even when it appears confident or cites a source. Sources may be unavailable, misinterpreted or insufficient. Customer and Users must verify material facts, calculations, source documents, dates, assumptions and suitability before relying on or distributing output. Hanna is a software provider under this agreement, not the Customer’s investment adviser, dealer, fiduciary, lawyer, accountant, insurer or tax professional. The Service does not create any such professional relationship. Obtain qualified advice where required.

8. Financial planning, KYP and CFR

This section applies where the Service is used for financial planning or advice. Plans, projections, simulations, comparisons, suitability indicators, cost estimates and probabilities depend on inputs, assumptions, model limitations and available data. They are illustrative decision-support tools, not promises of performance, tax outcomes or future results. Customer remains responsible for know-your-client, know-your-product, suitability, conflicts, disclosure, client-focused reforms, professional standards and applicable securities requirements. No flag, product comparison or generated rationale replaces the required assessment by an appropriately authorised professional. Confirm current product information and the firm’s approved shelf before making a recommendation.

9. Compliance, surveillance and monitoring

This section applies where compliance or monitoring features are enabled. Compliance checks, scores, alerts and monitoring findings are review aids. They do not establish legal compliance, regulatory approval or misconduct. Coverage depends on supported rules, transaction types, source quality, system access and successful capture. An empty queue is not an all-clear; missing or inaccessible content may lead to false positives or false negatives. Review evidence and limitations before investigating, communicating allegations or taking action against a person. Customer determines lawful monitoring scope, provides required notices and approvals, and fulfils recordkeeping and supervisory obligations. Hanna is not endorsed or certified by CIRO or another regulator merely because its guidance is referenced.

10. Chat, reports and documents

Review every draft, report, summary, form, signature request and external communication before use. Check recipients, attachments, personal information and permissions. Templates and generated language may not meet a particular legal or regulatory need. Electronic signatures and audit trails do not establish capacity, authority or validity for every document type or jurisdiction. Customer is responsible for choosing an appropriate signing process, confirming signer authority and retaining authoritative executed copies and records required by law.

11. Automations and communications

Customer must define appropriate triggers, scope, limits and approval steps for each enabled automation. Review and test a workflow before enabling it, monitor activity, and stop it if it behaves unexpectedly. Customer is responsible for authorised instructions and for maintaining required human supervision of consequential decisions or actions. Email, calendar, voice, SMS and outreach features may act through connected accounts when enabled. Customer must meet consent, identification, unsubscribe, call-recording and other communications requirements that apply to its use. We do not authorise unsolicited or unlawful outreach.

12. Third-party services

Back-office systems, AI providers, email, calendars, market data, e-signature systems and other external services may be subject to separate terms, fees, availability and data-handling practices. Connect only accounts you are authorised to use and review the permissions requested. Disconnecting can interrupt dependent workflows and does not erase copies already held by the external provider. Hanna remains responsible for its selected subprocessors to the extent required by law and the agreement; Customer is responsible for its independently selected services and instructions. A third-party outage or data change may affect the Service.

12A. Google sign-in and connected Google accounts

You may sign in to Hanna with your Google account. When you do, Hanna receives your name, email address and profile picture from Google to create and secure your account. If you choose to connect Gmail, Google Calendar or Google Contacts, Hanna requests only the permissions shown on Google's consent screen and uses that data only to provide the features you turn on, such as showing, searching, summarising and drafting email, sending email you approve, and managing calendar events.

Hanna's use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy (https://developers.google.com/terms/api-services-user-data-policy), including the Limited Use requirements. We do not sell Google user data, use it for advertising, or use it to train generalised AI or machine-learning models. Our Privacy Notice at https://hanna-ai.com/privacy explains this in detail.

You can disconnect Google at any time in Hanna's settings or at https://myaccount.google.com/permissions. Disconnecting stops further access and deletes the stored access tokens and cached Google content; you can also ask us to delete any remaining Google-derived data by writing to connect@hanna-ai.ca.

13. Acceptable use

Do not use the Service to break the law, infringe rights, deceive others, fabricate records, conceal misconduct, manipulate markets, discriminate unlawfully, harass, distribute malicious code or obtain unauthorised access. Do not bypass access controls, attempt to extract another customer’s information, interfere with service availability, defeat reasonable limits, resell unauthorised access or use automated extraction beyond supported interfaces. Do not reverse engineer except where applicable law permits it despite this restriction. Security research must stay within written authorisation; report suspected vulnerabilities privately without accessing or exposing other people’s data. No part of these terms prevents protected disclosures or lawful reporting to a regulator.

14. Intellectual property and output

Hanna and its licensors retain rights in the Service, software, designs, documentation and underlying technology. Customer may use output for its permitted business purposes, subject to applicable law and third-party rights. As between Customer and Hanna, Hanna assigns any rights it may have in output to Customer to the extent legally assignable, excluding pre-existing Hanna technology and third-party material. AI output may not be unique or protectable. Feedback may be used to improve the Service, but this permission does not authorise disclosure of Customer confidential information.

15. Confidentiality and privacy

Each party must protect the other’s non-public information using reasonable care, use it only for the agreement, and disclose it only to people and service providers who need it and are subject to appropriate duties. Exceptions cover information lawfully public, already known, independently developed or rightfully received without a duty of confidence. Legally compelled disclosure is permitted; provide notice where lawful and reasonably cooperate with protective measures. Personal information is also governed by applicable privacy law and any data processing agreement. Confidentiality duties continue while information remains confidential.

16. Fees, renewal and cancellation

Fees, currency, applicable taxes, payment dates, included usage, renewal terms and cancellation notice are those expressly stated in the accepted order form. There is no automatic renewal or cancellation charge unless clearly disclosed and agreed there. Notify us promptly of a good-faith billing dispute; parties will work reasonably to resolve it. Undisputed overdue amounts may lead to suspension after notice and a reasonable opportunity to pay. Prepaid fees are non-refundable except as required by law, the order form or the termination provisions below. No fees are created by viewing this website.

17. Availability, changes and support

The Service may need maintenance and may depend on third-party systems. Availability commitments, support hours, response targets, recovery objectives and credits apply only if stated in an order form or service-level agreement. We may make reasonable updates and will give reasonable notice of material reductions to purchased functionality where practicable. We will not knowingly remove a material purchased capability during a committed term without a reasonably comparable replacement, agreed adjustment or a right to terminate the affected service and receive a refund for unused prepaid fees. Emergency security changes may take effect sooner.

18. Warranties and disclaimers

Each party represents that it has authority to enter the agreement. Hanna will provide the Service with reasonable skill and care and materially in accordance with agreed documentation. Customer should report a material failure with sufficient detail, and Hanna will have a reasonable opportunity to correct it. If it cannot be corrected within a reasonable time, Customer may terminate the materially affected Service and receive a proportionate refund of unused prepaid fees. Except for express commitments in the agreement and rights that cannot lawfully be excluded, the Service and AI output are provided “as is” and “as available”; no guarantee is made of uninterrupted access, error-free output, investment return, examination readiness or a particular business outcome.

19. Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, consequential, special, exemplary or punitive loss, or lost profits or anticipated savings, arising from the agreement. Subject to the following exceptions, each party’s aggregate liability under the agreement is capped at the fees paid or payable for the affected Service during the twelve months before the event giving rise to the claim. For an unpaid trial or a free account, the cap is CAD 100. The cap and exclusions do not limit liability that cannot lawfully be limited, fraud, wilful misconduct, Customer’s payment obligations, or unauthorised infringement or misuse of the other party’s intellectual property. Confidentiality and personal-information breaches, gross negligence, and indemnity obligations require the treatment specified in the final negotiated agreement; these terms do not waive statutory privacy remedies.

20. Third-party claims

Subject to the agreed liability provisions and applicable law, Customer will defend Hanna against a third-party claim arising from Customer Content that infringes rights, Customer’s unlawful use, or instructions Customer lacked authority to give, and pay damages finally awarded or agreed in settlement. This does not cover claims caused by Hanna’s breach, negligence or misconduct. Hanna will defend Customer against a third-party claim that the unmodified Service, used as authorised, infringes a Canadian copyright or trademark, excluding Customer Content, unauthorised combinations or modifications, and use after notice to stop. Hanna may obtain rights, modify or replace the affected feature, or terminate it with a refund of unused prepaid fees. The protected party must promptly notify the other, allow reasonable control of the defence and provide reasonable cooperation. No settlement may admit fault or impose non-monetary duties on the protected party without its consent.

21. Suspension and termination

Either party may terminate for a material breach that remains uncured thirty days after written notice, or sooner if the breach cannot be cured. Hanna may suspend only the affected access where reasonably necessary to address an immediate security threat, unlawful activity or material harm, and will give notice when lawful and practicable and restore access when the reason is resolved. Customer may end a subscription according to its order form. On termination, access rights end, accrued payment obligations remain, and Customer may export its records. For business and regulated deployments, Customer Content, including client records, documents, communications and audit trails, is retained for seven (7) years from its creation or last update, consistent with Canadian financial-services record-keeping obligations, and is then securely deleted, with backups expiring on their normal rotation. Legal holds and longer mandatory retention periods may extend retention, with continued safeguards. An individual account holder may delete their account and ask us to delete their personal content at any time, subject to retention the law requires.

22. Disputes and governing law

The governing law is the law of Ontario and the federal laws of Canada applicable there, with disputes heard by competent courts in Ontario, unless a signed agreement or mandatory law requires otherwise. Parties will first attempt good-faith resolution through their designated contacts, without delaying urgent protective relief or statutory deadlines. No mandatory arbitration, class-action waiver or waiver of non-excludable consumer, privacy or other statutory rights is imposed by these terms.

23. Changes, notices and general provisions

We identify a version and effective date for these terms and will notify Customers of material changes before they apply, obtaining fresh acceptance where required. Continued use will not be used as a substitute for acceptance where law requires an affirmative choice. Formal notices go to the contacts in the order form; general enquiries may be sent to connect@hanna-ai.ca. Neither party may assign the agreement without consent except as part of a lawful corporate reorganisation or sale with a successor able to meet the obligations, subject to any data-transfer requirements. Neither party is liable for delay beyond reasonable control, but payment, confidentiality, security and data-protection obligations remain to the extent applicable. Invalid provisions are severed only as permitted by law; delay in enforcing a right is not a waiver. The agreement creates no partnership or agency. Provisions intended to survive termination, including payment, confidentiality, ownership and lawful liability limitations, survive.