Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your use of the NordiQ Apps platform and related services provided by Wisteria Inc. ("we," "our," "us"). By accessing or using our services, you agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, please do not use our services. These Terms constitute a legally binding agreement between you (or the organization you represent) and Wisteria Inc.

2. Description of Services

NordiQ Apps is a business-to-business (B2B) platform that provides:

• NordiQ Archive: AI-powered encrypted document management and archiving system with intelligent search, automatic tagging, real-time logging, and full audit trail capabilities.
• NordiQ ERP: Tailored business application development with full source code ownership.
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Our services are designed for enterprise use and include advanced security features, multi-tenant data isolation, compliance tools, and integration capabilities.

3. User Accounts and Registration

3.1 Account Creation

To use our services, you must create an account or be granted access by your organization's administrator. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must:

• Use strong passwords and enable two-factor authentication when available
• Immediately notify us of any unauthorized use of your account
• Log out of your account at the end of each session
• Not share your account credentials with others

3.3 Organization Accounts

For enterprise accounts, the organization's administrator has the authority to manage user access, configure security settings, and control data within the account. Individual users must comply with their organization's policies regarding use of the platform.

4. Acceptable Use Policy

4.1 Permitted Uses

You may use our services only for lawful business purposes in accordance with these Terms. Our services are intended for:

• Document management and archiving
• Customer relationship management
• Business process automation
• Compliance and audit trail maintenance

4.2 Prohibited Uses

You agree not to:

• Use the services for any illegal or unauthorized purpose
• Violate any applicable laws or regulations
• Infringe upon the rights of others, including intellectual property rights
• Upload or transmit malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the operation of our services
• Use automated tools to access our services without permission
• Reverse engineer, decompile, or attempt to extract source code
• Resell or redistribute our services without authorization

5. Data Ownership and Privacy

5.1 Your Data

You retain all rights, title, and interest in and to your data, content, and information uploaded to or stored within our services. We do not claim ownership of your data.

5.2 Data Processing

By using our services, you grant us the limited right to access, store, and process your data solely for the purpose of providing the services described in these Terms. Our data processing practices are described in detail in our Privacy Policy.

5.3 Data Security

We implement industry-standard security measures to protect your data, including:

• End-to-end encryption for data in transit and at rest
• Multi-factor authentication options
• Regular security audits and penetration testing
• Isolated database instances for each client
• Comprehensive audit logging

5.4 Data Backup and Recovery

We maintain automated backup systems to ensure data availability and recovery capabilities. However, you are responsible for maintaining your own backups of critical data.

6. Subscription and Billing

6.1 Subscription Plans

Our services are offered through various subscription plans with different features and usage limits. Pricing and plan details are available on our website and may be updated periodically.

6.2 Payment Terms

Subscription fees are billed in advance on a recurring basis (monthly or annually) and are non-refundable except as explicitly stated in these Terms. You authorize us to charge your designated payment method for all applicable fees.

6.3 Price Changes

We reserve the right to modify our pricing with at least 30 days' written notice. Price changes will apply to subsequent billing cycles. Continued use of our services after price changes constitutes acceptance of the new pricing.

6.4 Suspension for Non-Payment

We may suspend access to our services if payment is not received within 30 days of the due date. We will provide notice before suspension and opportunity to cure the payment default.

7. Intellectual Property Rights

7.1 Our Intellectual Property

The NordiQ Apps platform, including all software, algorithms, user interfaces, and documentation, is protected by copyright, trademark, and other intellectual property laws. We retain all rights to our intellectual property.

7.2 License to Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use our services for your internal business purposes during the subscription term.

7.3 Custom Development Services

For custom development projects, you will own all rights to the source code and intellectual property we create specifically for your project, as outlined in the applicable service agreement.

7.4 Feedback and Suggestions

Any feedback, suggestions, or improvements you provide regarding our services may be used by us without restriction or compensation to you.

8. Service Availability and Support

8.1 Service Level

We strive to maintain high service availability but do not guarantee uninterrupted access. We may perform scheduled maintenance with advance notice when possible.

8.2 Technical Support

Technical support is provided via email and our support portal during business hours (Monday-Friday, 9 AM - 5 PM EST). Enterprise customers may have access to enhanced support options.

8.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services with reasonable advance notice. We will work to minimize disruption to your business operations.

9. Limitation of Liability

9.1 Disclaimer of Warranties

Our services are provided "as is" and "as available" without warranties of any kind, whether express or implied. We disclaim all warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

9.2 Limitation of Damages

To the maximum extent permitted by law, our total liability for any claims arising from or related to these Terms or our services shall not exceed the amount paid by you for our services in the twelve (12) months preceding the claim.

9.3 Exclusion of Certain Damages

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities.

10. Indemnification

You agree to indemnify, defend, and hold harmless Wisteria Inc., its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses arising from:

• Your use of our services in violation of these Terms
• Your violation of any applicable laws or regulations
• Your infringement of any third-party rights
• Your data or content uploaded to our services

11. Termination

11.1 Termination by You

You may terminate your account at any time by providing written notice. Termination will be effective at the end of your current billing period. You remain responsible for all charges incurred up to the termination date.

11.2 Termination by Us

We may terminate your access to our services immediately if you violate these Terms or for any reason with 30 days' written notice.

11.3 Data Retrieval

Upon termination, you will have 30 days to retrieve your data. After this period, we may delete your data from our systems in accordance with our data retention policies.

12. Compliance and Legal Requirements

12.1 Regulatory Compliance

Our services are designed to support compliance with various regulations including GDPR, PIPEDA, SOC 2, and HIPAA. However, you are responsible for ensuring your use of our services complies with all applicable laws and regulations in your jurisdiction.

12.2 Export Controls

You agree to comply with all applicable export control laws and regulations and will not export or re-export our services to prohibited countries or individuals.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Canada, without regard to conflict of law principles.

13.2 Dispute Resolution

Any disputes arising from these Terms shall be resolved through binding arbitration in Canada, in accordance with the rules of a recognized Canadian arbitration association.

13.3 Class Action Waiver

You agree that any arbitration or legal proceeding shall be conducted on an individual basis and not as part of a class action or collective proceeding.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and Wisteria Inc. regarding your use of our services.

14.2 Modifications

We may modify these Terms at any time by posting the updated Terms on our website. Material changes will be communicated via email or through our services with at least 30 days' notice.

14.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.4 Assignment

You may not assign or transfer your rights under these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.5 Force Majeure

Neither party shall be liable for any failure to perform due to causes beyond their reasonable control, including but not limited to natural disasters, governmental actions, or network failures.

15. Contact Information

If you have questions about these Terms or our services, please contact us:

For privacy-related inquiries, please contact our Data Protection Officer at general@nordiqarchive.com.