Nvestiv General Terms of Service
Effective Date: June 1, 2025
Parties and Scope
These General Terms of Service ("Agreement") constitute a legally binding contract between Nvestiv Capital Corporation, a corporation duly incorporated and validly existing under the laws of the Province of Ontario, Canada, with its principal place of business at 80 Atlantic Ave, 4th Floor, Toronto, Ontario M6K 1X9 ("Nvestiv," "we," "our," or "us"), and the individual or entity accessing or using the Services ("Customer," "you," or "your"). This Agreement, together with the Acceptable Use Policy ("AUP"), Privacy Policy, Data Processing Agreement ("DPA"), and any exhibits or annexes hereto, governs Customer’s access to and use of all Services provided by Nvestiv, including but not limited to its CRM platform, IRIS AI Agent, DataRooms, API, and Agent-Building Platform (collectively, the "Services").
By registering for, subscribing to, or using the Services in any manner, Customer: (a) represents and warrants its authority to enter into this Agreement; (b) accepts and agrees to abide by this Agreement, including all incorporated documents; and (c) acknowledges that this Agreement is enforceable against it.
1. Definitions and Interpretation
For the purposes of this Agreement:
"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or the ability to direct or cause the direction of management or policies, whether by contract or otherwise.
"Agreement" means these General Terms of Service together with all documents expressly incorporated by reference, including the AUP, Privacy Policy, DPA, and any schedules, exhibits, or addenda.
"Acceptable Use Policy" or "AUP" means the policy located at, as may be amended from time to time, which sets forth prohibited activities, permitted uses, and enforcement mechanisms relating to the Services.
"Billing Period" means the period of service for which the Customer has prepaid subscription fees, as specified in the applicable Subscription Plan (e.g., monthly or annual).
"Customer Data" means all electronic data, text, images, videos, or other materials submitted, uploaded, or otherwise provided by or on behalf of Customer to the Services.
"Data Processing Agreement" or "DPA" means the agreement governing the processing of Personal Data in connection with the Services, available at.
"Effective Date" means the earlier of (a) the date Customer first registers for or accesses the Services, or (b) June 1, 2025.
"Nvestiv Proprietary Data" means all software, code, algorithms, designs, methodologies, documentation, and other intellectual property developed or owned by Nvestiv and used to provide the Services.
"Privacy Policy" means the policy located at, as may be amended from time to time, which describes Nvestiv’s collection, use, and disclosure of Personal Data.
"Services" means all online or hosted services, software, applications, and functionality provided by Nvestiv to Customer under this Agreement.
"Subscription Plan" means the Free, Pro, or Enterprise tier of Services described on, including associated feature sets, usage limits, and fees.
"User" means an individual authorized by Customer to access and use the Services under Customer’s account.
"User Roles" means the Owner, Admin, Member, and Read-Only roles, each conferring specific permissions and access rights as defined herein or in the Nvestiv documentation.
"You" or "Your" means Customer and, where applicable, its Users or authorized representatives.
Interpretation: Headings are for convenience only and shall not affect interpretation. Singular terms include the plural and vice versa, and references to statutory provisions include amendments.
2. License Grant and Use of Services
2.1. License Grant. Subject to Customer’s full and timely compliance with this Agreement, Nvestiv grants Customer a limited, non-exclusive, non-transferable (except as expressly permitted herein), non-sublicensable, revocable license during the Term to access and use the Services solely for Customer’s internal business operations.
2.2. Eligibility; Registration. Customer represents and warrants that it: (a) is at least eighteen (18) years of age; (b) has full power and authority to enter into this Agreement; (c) will provide accurate, current, and complete information when registering for the Services; (d) will maintain and promptly update registration information; and (e) will maintain the confidentiality of account credentials. Customer is solely responsible for all activities occurring under its account.
2.3. User Roles and Responsibilities. Customer may designate Users to one of the following roles:
Owner: Has full administrative privileges, including account configuration, billing management, and termination rights.
Admin: May manage Users and content within the account, but lacks authority to terminate service or change billing.
Member: May create, edit, and delete resources within assigned modules.
Read-Only: May view resources but cannot create, edit, or delete content. Customer shall ensure that each User complies with this Agreement and shall be liable for any violations by its Users.
2.4. Customer Data Rights. As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Nvestiv a worldwide, royalty-free right to use Customer Data solely to perform and improve the Services.
2.5. Data Segregation; Analytics. Nvestiv shall employ reasonable technical and organizational measures to isolate Customer Data from other Customers. Nvestiv may aggregate and anonymize Customer Data to derive insights and improve its offerings, provided such data cannot be traced back to any individual Customer or User.
2.6. Prohibited Conduct. Customer shall not, nor authorize any third party to: a. Reverse-engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services; b. Remove, obscure, or alter any proprietary notices or labels on the Services; c. Use the Services to develop a competing product or service; d. Store, transmit, or process infringing, obscene, threatening, or unlawful content; e. Violate the AUP or any applicable laws or regulations.
3. Fees, Billing, and Suspension
3.1. Subscription Fees. Customer shall pay the subscription fees specified for its chosen Subscription Plan, as set forth on the Pricing Page. All fees are payable in U.S. Dollars (USD) and exclusive of taxes.
3.2. Payment Terms. Fees are prepaid on a monthly or annual basis, as selected by Customer. Customer authorizes Nvestiv to automatically charge all applicable fees to the payment method on file.
3.3. Usage-Based Charges. Certain Services consume AI credits or incur usage-based fees. Customer shall pay for all overages at Nvestiv’s then-current published rates.
3.4. Late Payment; Suspension. In the event of payment failure, Nvestiv will notify Customer. If payment is not received within ten (10) days of the due date, Nvestiv may suspend Customer’s access to the Services without liability until all outstanding amounts are settled.
3.5. Taxes. Customer shall be responsible for all sales, use, value-added, and other taxes, excluding taxes based on Nvestiv’s net income.
4. Support and Service Levels
4.1. Support Services. Nvestiv provides support via info@nvestiv.com, 24 hours a day, seven days a week. Nvestiv will use commercially reasonable efforts to respond to support requests within forty-eight (48) hours.
4.2. Availability Commitment. Nvestiv aims to ensure one hundred percent (100%) availability of the Services, excluding scheduled maintenance or circumstances beyond Nvestiv’s reasonable control.
4.3. Scheduled Maintenance. Nvestiv may schedule maintenance windows, providing at least forty-eight (48) hours’ notice. Emergency maintenance may occur without notice.
5. Acceptable Use Policy
Customer agrees to comply with the AUP, which prohibits activities including but not limited to unauthorized system access, distribution of malware, bulk unsolicited communications, data scraping, and hosting illegal content. Nvestiv reserves the right to investigate and enforce the AUP by any means, including suspension of Services.
6. Intellectual Property Rights
6.1. Ownership. Nvestiv and its licensors retain all rights in the Services and Nvestiv Proprietary Data. No rights or licenses are granted other than those expressly set forth herein.
6.2. Third-Party Software. The Services may incorporate third-party or open-source components subject to their own license terms, which Customer agrees to comply with.
7. Term and Termination
7.1. Term. This Agreement commences on the Effective Date and continues until terminated as provided herein.
7.2. Termination by Customer. Customer may terminate this Agreement at any time via the Nvestiv portal. Termination takes effect at the end of the then-current Billing Period.
7.3. Termination by Nvestiv. Nvestiv may terminate or suspend Services immediately upon notice if Customer fails to cure a material breach within ten (10) days of notice, fails to pay fees when due, or as required by law.
7.4. Post-Termination Data Handling. Upon termination, Customer’s access to the Services ceases. Nvestiv will retain Customer Data for sixty (60) days to allow for export. After such period, Nvestiv may irreversibly delete Customer Data.
8. Warranties and Disclaimers
8.1. Service Warranty. Nvestiv warrants that the Services will substantially conform to published documentation. Non-conformities reported in writing will be remedied by Nvestiv at no additional charge.
8.2. Disclaimer. Except as expressly stated, the Services are provided "AS IS," "WITH ALL FAULTS," and "AS AVAILABLE," without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
9. Indemnification
Customer shall defend, indemnify, and hold Nvestiv harmless from any and all claims, liabilities, damages, losses, and expenses arising out of or relating to: (a) Customer’s breach of this Agreement; (b) Customer’s violation of law or third-party rights; or (c) Customer Data infringing any third-party intellectual property rights.
10. Limitation of Liability
10.1. Cap on Liability. Nvestiv’s aggregate liability under this Agreement shall not exceed the total fees paid by Customer in the twelve (12) months preceding the claim.
10.2. Excluded Damages. In no event shall Nvestiv be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for loss of profits, revenue, data, or use.
11. Privacy and Data Processing
Use of the Services involves processing Personal Data under the Privacy Policy and DPA. Customer consents to the collection, use, and transfer of Personal Data as described therein.
12. Cookies and Tracking Technologies
Nvestiv employs cookies and similar technologies as detailed in the Privacy Policy. Customers may manage cookie preferences via browser settings or provided opt-out mechanisms.
13. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada. All disputes shall be resolved exclusively in the courts of Ontario or through binding arbitration in Toronto under the Arbitration Act, 1991 (Ontario).
14. Miscellaneous
14.1. Force Majeure. Neither party shall be liable for delays due to events beyond reasonable control, including acts of God, war, or Internet failures.
14.2. Assignment. Customer may not assign this Agreement without Nvestiv’s prior written consent. Nvestiv may assign this Agreement without consent in connection with a merger or sale of assets.
14.3. Entire Agreement. This Agreement and incorporated documents constitute the entire agreement and supersede all prior agreements.
14.4. Severability. If any provision is invalid or unenforceable, the remainder of this Agreement remains in effect.
14.5. Waiver. No waiver shall be deemed a waiver of subsequent breaches.
14.6. Amendment. Nvestiv may amend this Agreement upon thirty (30) days’ notice. Continued use after the effective date constitutes acceptance of the amended terms.