Effective March 27, 2026Version 1.0
In these Terms of Service, the following terms have the meanings set out below:
These Terms of Service ("Terms") constitute a binding legal agreement between you and Semavex Inc., a corporation incorporated under the laws of the Province of Quebec, Canada ("Company", "Semavex", "we", "us", "our"). These Terms are version 2.0, effective March 27, 2026.
The Platform is offered exclusively to business entities. By creating a Semavex account, you represent and warrant that: (a) you are a duly authorised representative of a legal business entity; (b) you have the authority to bind that entity to these Terms; and (c) "you" and "your" in these Terms refer to the entity you represent, not to you personally.
By creating a Semavex account and checking the "I agree to the Terms of Service" checkbox during registration, you accept these Terms in full. Your acceptance is recorded with a timestamp and the version number of these Terms.
If you do not agree to these Terms, do not create an account and do not use the Platform.
Semavex is an AI-powered reporting and analytics platform. You connect your own database (PostgreSQL, SQL Server, MySQL, Snowflake, or BigQuery), and Vexon translates your natural language questions into structured query plans. Those plans are executed against your database, and the results are delivered as interactive reports, charts, and exportable files.
The Platform is provided on a best-efforts basis and is subject to the limitations of the underlying AI technology. We do not guarantee uninterrupted access, zero defects, or fitness for any particular purpose. The Company reserves the right to modify, update, or discontinue features of the Platform with reasonable notice to Clients.
Vexon uses artificial intelligence powered by Anthropic's Claude API to interpret your requests and generate query plans. AI output is inherently probabilistic and can contain errors, produce incomplete results, or misinterpret ambiguous input. You are solely responsible for reviewing all AI-Generated Content before relying on it for any business, financial, or operational decision. The Company makes no warranty regarding the accuracy, completeness, or reliability of any AI-Generated Content.
The Platform does not provide and is not a substitute for professional financial, legal, tax, investment, accounting, or regulatory compliance advice. You must not treat AI-Generated Content as professional advice of any kind. All business, financial, regulatory, and compliance decisions must be made with the assistance of qualified professional advisors independent of the Platform.
Scheduled report delivery is provided on a best-effort basis. The Company does not guarantee delivery at the exact scheduled time and is not liable for delays or failures in scheduled report delivery caused by email delivery failures, spam filtering, Client email server issues, or third-party provider outages.
The Company reserves the right to modify, update, suspend, or discontinue any feature or component of the Platform at any time. For material changes that reduce functionality, the Company will provide at least 30 days notice to affected Clients.
By using the Platform, you represent and warrant the following:
You are a validly existing legal business entity with full authority to enter into this agreement. These Terms govern a business-to-business (B2B) relationship. Consumer protection legislation does not apply to this agreement.
You must provide accurate and complete information when creating your account. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. If you suspect unauthorised access to your account, you must notify us immediately at support@semavex.ai.
By connecting a database to Semavex, you represent and warrant that you have the legal right to access that database, that granting Semavex read-level access does not violate any third-party agreement or applicable law, and that you are authorised to grant Semavex the access required to execute queries on your behalf. Connecting a database without proper authorisation is a violation of these Terms and constitutes grounds for immediate account termination.
You acknowledge that Vexon's AI outputs are generated by probabilistic models and require human review before being acted upon. You are solely responsible for reviewing, validating, and independently verifying all AI-Generated Content before relying on it for any business purpose, financial decision, or regulatory compliance obligation.
You must not use the Platform for any unlawful purpose or in violation of applicable financial services regulations, securities laws, data protection laws (including PIPEDA and Quebec's Law 25), or any other applicable legislation. You are responsible for ensuring that your use of the Platform complies with all applicable laws, industry regulations, and internal policies.
You must promptly notify the Company of any security breach, unauthorised access, or suspected compromise of your account or any database connected through the Platform.
You agree not to use the Platform to:
1. Access or attempt to access any database, system, or network that you are not authorised to access through Semavex.
2. Use the Platform to store, transmit, or process content that is illegal, defamatory, obscene, or violates the rights of any third party.
3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform or the Vexon engine.
4. Resell, sublicense, or redistribute access to the Platform or any output generated by the Platform without prior written consent from the Company.
5. Intentionally overload the Platform through excessive API calls, bulk automated requests, or denial-of-service activity.
6. Scrape, crawl, or use automated tools to extract data from the Semavex website or Platform beyond normal API usage.
7. Circumvent, disable, or interfere with any security feature of the Platform, including authentication, encryption, or access controls.
8. Use the Platform to engage in market manipulation, insider trading, or other unlawful financial activities.
9. Circumvent or attempt to circumvent the AI credit system, including manipulating credit consumption, exploiting billing logic, or using automated tools to inflate or reduce credit usage.
10. Probe, scan, or test the vulnerability of the Platform or any connected system, or breach or circumvent any security or authentication measures.
11. Process data you are not legally authorised to process, or violate any applicable data protection law including PIPEDA and Quebec's Law 25.
12. Introduce malicious code, viruses, worms, Trojan horses, or other harmful software into the Platform.
Violation of any of these prohibitions constitutes grounds for immediate suspension or termination of your account without refund.
The Company offers multiple subscription tiers (Starter, Professional, and Enterprise) with varying feature limits, user seats, and AI Credit allocations. Details of each tier are published on the pricing page and may change over time. Subscriptions auto-renew unless cancelled before the renewal date.
Subscriptions are billed either monthly or annually, depending on the plan you select. Monthly plans are billed on the same calendar day each month.
Annual plans are billed as a single upfront payment at a 15% discount from the equivalent monthly rate. Annual subscriptions are non-refundable except as provided in Section 15 (Changes to These Terms) or Section 13 (Termination Without Cause).
Plan upgrades take effect immediately, with the price difference prorated for the remainder of the current billing cycle. Plan downgrades are scheduled for the end of the current billing term and take effect at the start of the next billing cycle.
Each subscription tier includes a monthly allocation of AI Credits ("Included Credits") that reset at the start of each billing month, regardless of billing term. Unused Included Credits expire at the end of the billing month and do not roll over. Purchased Credits (top-ups) never expire and are not affected by plan changes or renewals. When Vexon processes a request, it deducts from Included Credits first; once Included Credits are exhausted, Purchased Credits are consumed. Credits are non-refundable once consumed.
All payments are processed through Stripe, Inc. By subscribing, you authorise Stripe to charge your selected payment method on each billing date. The Company does not store your full credit card number or banking details.
If a payment fails, the Company will pause all scheduled report jobs and automated queries on your account. If payment is not resolved within 30 days of the original due date, your account will be suspended. The Company reserves the right to suspend the Service for non-payment after reasonable notice.
You may cancel your subscription at any time from the account settings page. For monthly subscriptions, cancellation takes effect at the end of the current billing period with no refund for the remaining days. For annual subscriptions, cancellation takes effect at the end of the annual term with no refund for the remaining months. You will retain access to all features until the end of the paid period. AI Credit top-ups are non-refundable once credited to the wallet. The Company may, at its sole discretion, issue credits or refunds in cases of verified platform-side service failures.
All subscription fees and AI credit wallet top-ups are non-refundable. This applies to annual and monthly plans, unused credits, and cancellations before the end of a billing period.
All fees are exclusive of applicable taxes. Applicable taxes, including GST/HST, QST, and any applicable state or local taxes, are collected at checkout as required by law and are non-refundable. The Client is responsible for any taxes in their own jurisdiction not collected by the Company at checkout.
If the Company changes pricing, existing Clients will receive at least 30 days written notice before the new pricing takes effect. The new price will apply at the start of the next billing cycle following the notice period.
You own your data. This includes the content stored in your connected databases, the natural language requests you submit, and the report results generated from your data.
By using Semavex, you grant us a limited, temporary, non-exclusive, royalty-free licence to access and process your connected database solely for the purpose of executing query plans and generating reports on your behalf. This licence exists only for the duration of each query execution and does not extend beyond that scope.
The Company does not persistently store the raw data retrieved from your database. Query results are held in memory during report generation and delivered to you. We store only metadata, semantic models, embeddings, saved dashboard configurations, and query plan structures.
The Company does not use your data, your queries, or your report results to train, fine-tune, or improve any AI or machine learning model.
Client Data is processed and stored on Microsoft Azure infrastructure located in Canada (Canada Central region). Each Client's data is logically isolated from other Clients using separate database schemas (per-tenant schema isolation). The Company processes Client Data only as necessary to provide the Platform.
The Company engages the following Sub-Processors to deliver the Platform: (a) Anthropic, PBC - AI query processing; (b) Stripe, Inc. - payment processing; (c) Resend - transactional email delivery; (d) Microsoft Corporation - cloud infrastructure (Azure). Client Data is not sold, rented, or shared with third parties except as required to provide the Platform through these Sub-Processors.
The Company's collection, use, and disclosure of personal information is governed by our Privacy Policy, available at semavex.ai/privacy. The Company complies with Quebec's Act respecting the protection of personal information in the private sector (Law 25) and Canada's Personal Information Protection and Electronic Documents Act (PIPEDA).
In the event of a security incident affecting Client Data, the Company will notify the affected Client as required by applicable Canadian privacy law, including PIPEDA and Quebec's Law 25. The Company will use commercially reasonable efforts to notify affected Clients within 72 hours of becoming aware of a qualifying breach.
The Client may request deletion of their data upon termination. Client Data, including database connection credentials, semantic models, embeddings, and saved dashboard configurations, will be permanently deleted within 30 days of termination. Billing records will be retained as required by applicable law.
Semavex does not claim ownership over any data in your connected database, any report requests you submit, or any report results generated from your data. Your data is yours.
The Platform, the Vexon AI engine, all associated software, algorithms, user interfaces, documentation, branding, logos, and trademarks are the exclusive intellectual property of the Company. These Terms do not transfer any ownership of Company intellectual property to you.
Subject to these Terms and payment of applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform for your internal business purposes during the term of your Subscription.
You retain all intellectual property rights in your data, your database schemas, and any content you create or upload to the Platform. Nothing in these Terms assigns or transfers your intellectual property to the Company.
The Company does not claim ownership of AI-Generated Content produced specifically from Client Data. Reports, query outputs, charts, and analysis generated by Vexon from your data belong to you. However, the underlying algorithms, prompting logic, and processing methods used to generate that content remain the Company's intellectual property.
The Company retains the right to use anonymised, aggregated, non-identifiable usage data (such as query volume, feature usage patterns, and performance metrics) to improve the Platform. This does not include any client-specific data, report contents, database contents, or query results.
"Semavex" and "Vexon" are trademarks of the Company. You may not use these trademarks without the prior written permission of the Company.
If you provide suggestions, feature requests, bug reports, or other feedback about the Platform, the Company may use that feedback freely for any purpose without obligation or compensation to you.
You may not sublicense, resell, redistribute, or transfer access to the Platform or any output generated by the Platform to any third party without the prior written consent of the Company.
Each party agrees to keep the other's Confidential Information confidential and not to disclose it to any third party, except as required by law or as necessary to perform obligations under this agreement. Each party shall use at least the same degree of care to protect the other's Confidential Information as it uses to protect its own, but in no event less than reasonable care.
The Company's Confidential Information includes, without limitation, the Platform architecture, Vexon's prompting and processing logic, proprietary algorithms, pricing structures, business plans, and any non-public technical documentation.
Client Data is treated as the Client's Confidential Information. The Company shall not disclose Client Data to any third party except through the Sub-Processors identified in Section 7 and solely for the purpose of providing the Platform.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives the disclosing party prompt notice where legally permitted.
Confidentiality obligations under this Section survive termination of this agreement for a period of three (3) years.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF AI-GENERATED CONTENT.
THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL MEET THE CLIENT'S SPECIFIC BUSINESS, COMPLIANCE, OR REGULATORY REQUIREMENTS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
AI-GENERATED CONTENT INCLUDING SQL QUERIES, REPORTS, SUMMARIES, AND ANALYSIS PRODUCED BY VEXON IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. IT DOES NOT CONSTITUTE PROFESSIONAL FINANCIAL, LEGAL, COMPLIANCE, INVESTMENT, OR ACCOUNTING ADVICE. THE CLIENT IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND INDEPENDENTLY VERIFYING ALL AI-GENERATED CONTENT BEFORE RELYING ON IT FOR ANY BUSINESS PURPOSE, FINANCIAL DECISION, OR REGULATORY COMPLIANCE OBLIGATION.
THE COMPANY MAKES NO WARRANTY THAT AI-GENERATED CONTENT IS ACCURATE, COMPLETE, CURRENT, OR FREE FROM ERRORS. AI MODELS ARE PROBABILISTIC IN NATURE AND MAY PRODUCE INCORRECT, INCOMPLETE, OR MISLEADING OUTPUTS. THE CLIENT ASSUMES ALL RISK ASSOCIATED WITH THE USE OF AI-GENERATED CONTENT.
THE COMPANY IS NOT RESPONSIBLE FOR FINANCIAL LOSSES, REGULATORY PENALTIES, AUDIT FINDINGS, COMPLIANCE FAILURES, OR ANY OTHER CONSEQUENCES ARISING FROM DECISIONS MADE BY THE CLIENT BASED ON VEXON OUTPUTS - INCLUDING BUT NOT LIMITED TO TRADING DECISIONS, FINANCIAL REPORTING, RISK ASSESSMENTS, OR REGULATORY FILINGS.
THE COMPANY IS NOT LIABLE FOR LOSS, CORRUPTION, OR UNAUTHORISED ACCESS TO CLIENT DATA BEYOND WHAT IS REQUIRED BY APPLICABLE LAW, PROVIDED THE COMPANY HAS IMPLEMENTED REASONABLE SECURITY MEASURES CONSISTENT WITH INDUSTRY STANDARDS.
THE COMPANY IS NOT LIABLE FOR SERVICE INTERRUPTIONS, DATA LOSS, OR FAILURES CAUSED BY THIRD-PARTY PROVIDERS INCLUDING ANTHROPIC (AI PROCESSING), MICROSOFT AZURE (INFRASTRUCTURE), STRIPE (PAYMENTS), OR RESEND (EMAIL DELIVERY). DOWNTIME OF THESE SERVICES DOES NOT CONSTITUTE A BREACH BY THE COMPANY.
THE COMPANY IS NOT LIABLE FOR FAILURE TO DELIVER SCHEDULED REPORTS DUE TO EMAIL DELIVERY FAILURES, SPAM FILTERING, CLIENT EMAIL SERVER ISSUES, OR THIRD-PARTY PROVIDER OUTAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES - INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, REGULATORY FINES, COMPLIANCE PENALTIES, OR BUSINESS INTERRUPTION - REGARDLESS OF WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITIES. IN THOSE JURISDICTIONS, THE EXCLUSIONS AND LIMITATIONS ABOVE APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
The Client shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the Client's use of the Platform in violation of these Terms; (b) the Client's violation of any applicable law or regulation; (c) the Client's use of AI-Generated Content without independent validation; (d) any claim by a third party arising from the Client's use of or reliance on the Platform; or (e) infringement of any third-party intellectual property rights by the Client.
The Company shall indemnify the Client against claims that the Platform itself (excluding AI-Generated Content) infringes a third party's intellectual property rights, subject to the aggregate liability cap set out in Section 11. This indemnification does not extend to claims arising from: (a) modifications to the Platform made by the Client; (b) use of the Platform in combination with third-party products not provided by the Company; or (c) the Client's continued use of the Platform after being notified of an alleged infringement.
This agreement begins on the date the Client accepts these Terms and continues for the duration of the active Subscription.
The Client may cancel their Subscription at any time through the billing portal. Cancellation takes effect and refund terms apply as described in Section 6.
The Company may terminate or suspend the Client's account immediately, without prior notice, if the Client: (a) breaches any material provision of these Terms and fails to cure the breach within fourteen (14) days of written notice (except as described below); (b) uses the Platform for unlawful purposes; (c) engages in conduct that poses a security risk to the Platform or other Clients; or (d) becomes insolvent or subject to bankruptcy or receivership proceedings.
The Company may terminate this agreement without cause by providing sixty (60) days written notice to the Client. In such case, the Client will receive a prorated refund of any prepaid unused Subscription fees for the remainder of the annual billing term.
For breaches that do not pose an immediate security risk or involve unlawful activity, the Company will provide the Client with fourteen (14) days written notice and an opportunity to cure the breach before exercising termination rights.
Upon termination: (a) the Client's access to the Platform is revoked immediately; (b) Client Data is retained for 30 days for retrieval and then permanently deleted in accordance with Section 7; (c) all outstanding balances become due immediately; and (d) billing records are retained as required by applicable law.
The following Sections survive termination of these Terms: 1 (Definitions), 8 (Intellectual Property), 9 (Confidentiality), 10 (Warranty Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), and 14 (Governing Law, Disputes, and Language).
These Terms are governed exclusively by the laws of the Province of Quebec and the applicable federal laws of Canada, without regard to conflict of law principles.
The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Quebec, sitting in the judicial district of Montreal, for the resolution of any dispute arising under or related to these Terms.
Before initiating any formal legal proceeding, the parties agree to attempt in good faith to resolve any dispute through senior management negotiation for a period of thirty (30) days from written notice of the dispute. Notices should be sent to legal@semavex.ai.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN CLASS ACTION PROCEEDINGS, CLASS ARBITRATION, OR ANY FORM OF REPRESENTATIVE OR COLLECTIVE PROCEEDING. ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS BETWEEN THE PARTIES.
These Terms are drafted in English. The parties have expressly requested that these Terms and all related documents be drawn up in English. Les parties ont expressément demandé que les présentes conditions et tous les documents connexes soient rédigés en anglais. In the event of any conflict between an English and French version, the English version prevails, except to the extent Quebec law requires otherwise.
A French-language version of these Terms will be made available upon request and at semavex.ai/fr/terms.
Une version française de cette entente est disponible sur demande. / A French version of this agreement is available upon request.
The Company reserves the right to modify these Terms at any time. Material changes will be communicated by email to the billing contact and/or by in-app notification at least thirty (30) days before taking effect.
Non-material changes (such as formatting, clarification, or typographical corrections) may be made without prior notice.
Continued use of the Platform after the effective date of updated Terms constitutes acceptance of those changes.
If the Client does not accept material changes, they may terminate their Subscription before the effective date without penalty. For annual plans, the Company will issue a prorated refund of the unused portion of the billing term.
The Company will maintain a version history of these Terms, with each version dated and accessible at semavex.ai/terms.
Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including but not limited to: natural disasters, war, terrorism, government actions, pandemic conditions, internet infrastructure failures, cyberattacks, power outages, or failure of third-party services (including Anthropic, Microsoft Azure, Stripe, and Resend).
The affected party must notify the other party promptly and use commercially reasonable efforts to resume performance as soon as practicable.
If a force majeure event continues for more than sixty (60) days, either party may terminate this agreement without penalty by providing written notice to the other party.
These Terms, together with the Privacy Policy and any Order Form or Subscription Confirmation, constitute the entire agreement between the parties regarding the Platform and supersede all prior agreements, representations, and understandings.
In the event of conflict between these Terms and any other agreement between the parties: an Order Form or Subscription Confirmation prevails over these Terms; these Terms prevail over any Client-issued purchase order or vendor terms.
If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
Failure by either party to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
The Client may not assign or transfer rights or obligations under these Terms without prior written consent from the Company. The Company may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets, with notice to the Client.
All legal notices under these Terms must be in writing and sent by email: to the Company at legal@semavex.ai, and to the Client at their registered billing email address. Notices are deemed received on the next business day after email transmission.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
These Terms are for the benefit of the parties only and do not create rights in any third party.
For questions about these Terms, contact us at legal@semavex.ai.