Terms of Use

Preamble

Welcome to Komunityoo.

Komunityoo is a cloud-based software platform ("Software as a Service" or "SaaS") developed, operated, and commercialized by Think Numeric Inc., a corporation incorporated under the Canada Business Corporations Act with its registered office located in the Province of Ontario, Canada.

Komunityoo enables Organizations to create, manage, and grow Communities within a modern, secure, and scalable digital environment.

The Platform provides, among other things, tools for user management, communications, collaboration, document management, event management, volunteer management, payments, reporting, and other services designed to support the activities of Organizations.

These Terms of Use (the "Terms") constitute a legally binding agreement between Think Numeric Inc. and any individual or Organization accessing or using Komunityoo.

By accessing the Platform or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with all policies incorporated by reference, including the Privacy Policy.

If you use Komunityoo on behalf of an Organization, you represent and warrant that you are duly authorized to accept these Terms on behalf of that Organization.

If you do not agree to these Terms, you must not access the Platform or use the Services.

Title I — definitions

Article 1 — Definitions

For the purposes of these Terms, the following terms shall have the meanings set out below.

1.1 Think Numeric Inc.

Think Numeric Inc. means the Canadian corporation that owns, publishes, operates, and provides the Komunityoo Platform.

1.2 Komunityoo

Komunityoo means the Software-as-a-Service (SaaS) platform developed, operated, and commercialized by Think Numeric Inc., including, without limitation:

• the public website;

• web and mobile applications;

• application programming interfaces (APIs);

• cloud services;

• software modules;

• and any features, services, or content made available by Think Numeric Inc.

1.3 Platform

The Platform means all Services made available under the Komunityoo name.

1.4 Services

The Services mean all features, tools, modules, applications, and services provided by Think Numeric Inc. through the Platform.

Think Numeric Inc. may enhance the Services, introduce new features, modify existing features, or discontinue certain features, subject to these Terms.

1.5 Organization

An Organization means any legal entity, non-profit organization, association, business, institution, religious organization, educational institution, municipality, community, or any other entity using Komunityoo to manage its activities and the Users authorized to access its environment.

An Organization is responsible for:

• administering its Komunityoo environment;

• managing its Users;

• defining roles and permissions;

• managing its Communities;

• establishing its internal rules and policies; and

• managing its relationships with its Users and Communities.

1.6 Community

A Community means an area administered by an Organization that brings together Users around a common purpose, mission, territory, project, or any other objective determined by the Organization.

The conditions governing membership, participation, subscriptions, fees, contributions, or access to a Community are established exclusively by the applicable Organization.

1.7 User

A User means any natural person authorized to access the Platform.

Depending on the permissions granted by an Organization, a User may act as:

• an Administrator;

• a Member; or

• in any other role established by the Organization.

1.8 Administrator

An Administrator means a User who has been granted permissions by an Organization to manage all or part of its Komunityoo environment.

Depending on the permissions assigned, an Administrator may exercise responsibilities at the Organization level, within one or more Communities, or within any other administrative area made available by the Platform.

1.9 Member

A Member means a User who is registered, invited, or otherwise authorized to participate in the activities of one or more Communities.

1.10 Account

An Account means the authentication credentials that allow a User to access the Platform.

Each Account is personal and must be used in accordance with these Terms.

1.11 Subscription

Subscription means the contractual arrangement under which an Organization is granted the right to access and use the Platform, or certain Services, subject to the applicable subscription plan and these Terms.

1.12 Subscription Plan

Subscription Plan means the pricing model, service package, features, limitations, and usage rights selected by an Organization for access to the Platform.

Think Numeric Inc. may offer different Subscription Plans, including free, paid, enterprise, or customized plans.

1.13 Content

Content means any information, document, file, image, video, audio recording, message, communication, data, text, or other material created, uploaded, imported, published, transmitted, stored, or shared through the Platform by an Organization, a Community, or a User.

1.14 Organization and Community Data

Organization and Community Data means all data, records, documents, information, files, communications, configurations, reports, and other digital content created, collected, imported, uploaded, generated, or otherwise managed within an Organization's Komunityoo environment, including the data managed by its Communities.

1.15 Personal Information

Personal Information means any information relating to an identified or identifiable natural person, as defined by the applicable privacy and data protection laws.

1.16 Account Credentials

Account Credentials means the authentication information used to access an Account, including usernames, passwords, passkeys, multi-factor authentication credentials, security tokens, or any other authentication mechanism supported by the Platform.

1.17 Administrator Permissions

Administrator Permissions means the rights assigned to an Administrator allowing the management of all or part of an Organization, one or more Communities, Users, settings, security configurations, or Platform features.

1.18 Intellectual Property Rights

Intellectual Property Rights means all present and future intellectual property rights recognized under applicable law, including copyrights, trademarks, patents, industrial designs, trade secrets, database rights, moral rights, and any other proprietary rights relating to the Platform or its components.

1.19 Artificial Intelligence Services

Artificial Intelligence Services means the artificial intelligence capabilities made available through the Platform, including features designed to assist Organizations, Communities, and Users in generating content, summarizing information, drafting communications, translating content, producing reports, answering questions, or performing any other AI-assisted functionality offered by Think Numeric Inc.

1.20 Privacy Policy

Privacy Policy means the policy published by Think Numeric Inc. describing how Personal Information is collected, used, disclosed, retained, protected, and otherwise processed in connection with the Platform.

1.21 Terms

Terms means these Terms of Use, together with any documents expressly incorporated by reference, including the Privacy Policy and any additional policies or agreements applicable to the use of the Platform.

1.22 Applicable Laws

Applicable Laws means all laws, regulations, orders, directives, codes, and legally binding requirements applicable to Think Numeric Inc., an Organization, a Community, or a User in connection with the use of the Platform.

1.23 Business Day

Business Day means any day other than a Saturday, Sunday, or statutory holiday observed in the Province of Ontario, Canada, unless otherwise specified in a separate written agreement.

1.24 Effective Date

Effective Date means the date on which these Terms become legally binding, as indicated on the first page of this document or as otherwise communicated by Think Numeric Inc.

Title II — roles and responsibilities of the parties

Article 2 — Parties

The Parties to these Terms are:

• Think Numeric Inc., as the provider, owner, operator, and publisher of the Platform;

• each Organization subscribing to or using the Platform;

• each Community created within an Organization in accordance with the permissions granted by that Organization; and

• each User authorized to access or use the Platform.

Each Party agrees to comply with these Terms according to its respective rights, obligations, and responsibilities.

Article 3 — Think Numeric Inc.

Think Numeric Inc. develops, operates, maintains, secures, and commercializes the Komunityoo Platform.

As the Platform provider, Think Numeric Inc. is responsible for:

• providing access to the Services in accordance with these Terms and any applicable Subscription Agreement;

• maintaining and improving the Platform;

• implementing reasonable administrative, physical, organizational, and technical safeguards to protect the Platform and the Organization and Community Data;

• providing customer support in accordance with the applicable Subscription Plan or separate agreement;

• processing Organization and Community Data solely as necessary to provide the Services;

• complying with the laws applicable to Think Numeric Inc. as a service provider.

Except as expressly provided in these Terms or required by applicable law, Think Numeric Inc. does not manage the internal affairs of Organizations or Communities and does not make decisions on their behalf.

Article 4 — Organizations

Each Organization is solely responsible for the administration and governance of its Komunityoo environment.

An Organization is responsible for, among other things:

• creating, managing, suspending, or deleting Communities;

• appointing and supervising its Administrators;

• defining roles, permissions, and access rights;

• protecting the Organization and Community Data under its responsibility;

• establishing and enforcing its own internal policies, rules, and governance framework;

• determining membership criteria, subscription requirements, membership fees, contributions, donations, or any other internal financial arrangements;

• ensuring compliance with the laws and regulations applicable to its activities;

• supervising the activities carried out within its Komunityoo environment.

The Organization remains responsible for the actions of its Administrators and for the management of the Communities operating within its environment.

Article 5 — Communities

A Community operates within an Organization and exercises only those responsibilities and permissions delegated to it by that Organization.

Subject to the permissions granted through the Platform, a Community may:

• manage its Members;

• organize events and activities;

• manage communications;

• administer documents and other Content;

• manage volunteer activities;

• collect membership fees, donations, registrations, or other payments when authorized by the Organization;

• administer any other Services made available through the Platform.

Each Community is responsible for:

• protecting the Organization and Community Data under its administration;

• safeguarding the Personal Information of its Members;

• complying with the Organization's policies and procedures;

• managing access rights granted to its Members;

• promptly reporting security incidents or suspicious activities to its Organization.

Community Administrators are expected to use the security features made available by the Platform and required by their Organization, including, where applicable, Multi-Factor Authentication (MFA), role-based access controls, periodic access reviews, and other security measures designed to protect Member accounts and data.

Article 6 — Users

Each User is responsible for the use of the Platform through their Account.

Users agree to:

• provide accurate and up-to-date information;

• maintain the confidentiality of their Account Credentials;

• use the Platform in accordance with these Terms;

• comply with the policies established by their Organization and, where applicable, their Community;

• respect the rights of other Users;

• protect any confidential information or Personal Information to which they have access;

• promptly report any unauthorized use of their Account or any suspected security incident.

Users remain solely responsible for the Content they create, upload, publish, or share through the Platform.

Article 7 — Organization Administrators

Organization Administrators are Users who have been granted administrative privileges by an Organization.

In addition to the obligations applicable to all Users, Organization Administrators are responsible for:

• managing the Organization's Komunityoo environment;

• creating and administering Communities;

• assigning administrative roles and permissions;

• enforcing the Organization's governance and security policies;

• reviewing administrative access on a periodic basis;

• ensuring that security features made available by the Platform are appropriately configured and used;

• overseeing compliance with the Organization's internal policies.

Organization Administrators are expected to exercise their privileges responsibly and in accordance with the principle of least privilege.

Article 8 — Community Administrators

Community Administrators are responsible for the day-to-day administration of the Communities assigned to them.

Their responsibilities include, where applicable:

• managing Members;

• administering Community Content;

• organizing events and communications;

• protecting Member information;

• managing access permissions within the Community;

• enforcing the policies established by the Organization;

• using the security features made available through the Platform, including MFA where required by the Organization;

• promptly removing or restricting access when a Member no longer requires it.

Community Administrators shall act in the best interests of their Organization and Community while respecting these Terms and all applicable laws.

Article 9 — Shared Responsibility

Komunityoo operates under a shared responsibility model.

Accordingly:

• Think Numeric Inc. is responsible for the security, operation, maintenance, and availability of the Platform.

• Each Organization is responsible for governing its environment, managing its Communities, assigning permissions, and ensuring compliance with applicable laws.

• Each Community is responsible for administering its Members and protecting the Organization and Community Data under its control.

• Each User is responsible for protecting their Account, complying with these Terms, and using the Platform responsibly.

Each Party acknowledges that the security, integrity, and proper use of the Platform depend upon the fulfillment of these respective responsibilities.

Title III — use of the platform

Article 10 — Eligibility and Access to the Platform

Access to the Platform is reserved for individuals authorized by Think Numeric Inc., an Organization, or a Community, in accordance with the permissions granted through the Platform.

Each User represents and warrants that they have the legal capacity to enter into these Terms and to use the Services in compliance with all Applicable Laws.

Where a User accesses the Platform on behalf of an Organization or a Community, that User represents and warrants that they have the authority to act on behalf of such Organization or Community.

Access to certain Services or features may be subject to:

• an active Subscription;

• specific permissions;

• additional eligibility requirements;

• or other conditions established by Think Numeric Inc. or the applicable Organization.

Article 11 — Account Creation and Management

Access to all or part of the Services may require the creation of an Account.

Depending on the Services used and the permissions configured within the Platform, an Account may be:

• created directly by the User;

• created following an invitation issued by Think Numeric Inc.;

• created following an invitation issued by an Organization;

• created following an invitation issued by a Community; or

• created by any other person or entity authorized to do so.

Each User agrees to:

• provide accurate, complete, and up-to-date information;

• maintain such information throughout the use of the Platform;

• protect the confidentiality of their Account Credentials;

• refrain from sharing their Account with another person unless expressly authorized by Think Numeric Inc. or the applicable Organization;

• promptly notify Think Numeric Inc., their Organization, or their Community, as applicable, of any unauthorized use of their Account, compromise of their credentials, or security incident affecting their Account.

Each User remains responsible for all activities carried out through their Account unless they demonstrate that such activities resulted exclusively from:

• unauthorized access beyond their reasonable control;

• a failure attributable to Think Numeric Inc.; or

• any other circumstance recognized under Applicable Laws.

Each Organization remains responsible for managing the Accounts authorized within its Komunityoo environment.

Communities may also administer the Accounts assigned to them, within the limits of the permissions delegated by their Organization.

Think Numeric Inc. may require the implementation of additional security measures, including Multi-Factor Authentication (MFA), email verification, passkeys, or any other authentication mechanism deemed appropriate to protect the Platform, Accounts, and Organization and Community Data.

Article 12 — Account Security

Each User is responsible for maintaining the security of the authentication methods associated with their Account.

Users agree to:

• use strong authentication credentials where applicable;

• protect the devices used to access the Platform;

• avoid disclosing Account Credentials to unauthorized persons;

• sign out when using shared or public devices;

• comply with the security policies established by their Organization;

• cooperate with reasonable security measures implemented by Think Numeric Inc.

Think Numeric Inc. may temporarily suspend an Account where it reasonably believes that continued access could compromise the security, integrity, or availability of the Platform, the Services, or the Organization and Community Data.

Article 13 — Authorized Use

The Platform shall be used solely in accordance with:

• these Terms;

• the Applicable Laws;

• the policies published by Think Numeric Inc.;

• the internal policies established by the applicable Organization.

Users agree to use the Platform responsibly, ethically, and in good faith, and only for the purposes for which the Services are intended.

Article 14 — Prohibited Activities

Without limiting any other restriction contained in these Terms or imposed by Applicable Laws, Users shall not:

• use the Platform for unlawful, fraudulent, or deceptive purposes;

• impersonate another individual or entity;

• upload, publish, transmit, or distribute unlawful, defamatory, abusive, hateful, discriminatory, obscene, or otherwise inappropriate Content;

• infringe the intellectual property or other legal rights of third parties;

• attempt to gain unauthorized access to the Platform, the Services, or any Organization and Community Data;

• interfere with, disrupt, or compromise the operation of the Platform;

• introduce viruses, malware, ransomware, or any other malicious code;

• use robots, bots, scrapers, crawlers, or other automated means without the prior written authorization of Think Numeric Inc.;

• circumvent security measures or access controls implemented by Think Numeric Inc. or an Organization;

• reproduce, copy, distribute, lease, sell, sublicense, or commercially exploit any part of the Platform except as expressly authorized.

Article 15 — User Content

Users remain solely responsible for the Content they create, upload, publish, transmit, or otherwise make available through the Platform.

Each User represents and warrants that such Content:

• complies with Applicable Laws;

• does not infringe the rights of any third party;

• complies with the policies established by the applicable Organization;

• does not compromise the security or proper functioning of the Platform.

Think Numeric Inc. does not exercise prior editorial control over User Content.

However, Think Numeric Inc. may remove, disable, restrict access to, or otherwise take appropriate action regarding any Content where it reasonably believes that such Content:

• violates these Terms;

• violates Applicable Laws;

• infringes the rights of a third party;

• compromises the security or integrity of the Platform;

• or is otherwise necessary to protect Think Numeric Inc., Organizations, Communities, Users, or the Platform.

Article 16 — Electronic Communications

By using the Platform, Users consent to receive electronic communications relating to the Services.

Such communications may be delivered through:

• email;

• in-platform notifications;

• mobile push notifications;

• SMS;

• WhatsApp, where supported;

• or any other communication channel made available through the Platform.

Organizations and Communities remain solely responsible for the communications they send to their Users and Members and agree to comply with all Applicable Laws governing electronic communications, privacy, and anti-spam requirements.

Article 17 — Availability and Evolution of the Services

Think Numeric Inc. uses commercially reasonable efforts to maintain the availability, reliability, and security of the Platform.

However, the availability of the Services may be affected by:

• scheduled maintenance;

• software updates;

• security improvements;

• infrastructure upgrades;

• technical incidents;

• third-party service interruptions;

• force majeure events;

• or other circumstances beyond the reasonable control of Think Numeric Inc.

Think Numeric Inc. may, at any time:

• introduce new features;

• modify or improve existing Services;

• discontinue obsolete features;

• update the Platform to address legal, regulatory, technical, or security requirements.

Where reasonably practicable, Think Numeric Inc. will provide advance notice of changes that are expected to materially affect the use of the Services.

Article 18 — Suspension or Restriction of Access

Think Numeric Inc. may suspend, restrict, or limit access to all or part of the Platform where it reasonably determines that such action is necessary to:

• protect the security, integrity, or availability of the Platform;

• protect Organization and Community Data;

• prevent fraud, abuse, or unauthorized use;

• enforce these Terms;

• comply with Applicable Laws or a lawful request from a governmental authority;

• protect the legitimate rights or interests of Think Numeric Inc., Organizations, Communities, Users, or third parties.

Where reasonably practicable and unless prohibited by law or security considerations, Think Numeric Inc. will notify the affected Organization of the reasons for such suspension or restriction.

Title IV — subscriptions, commercial services and access management

Article 19 — Subscription to Komunityoo

Access to all or part of the Services may require an active Subscription.

Unless otherwise agreed in writing, the Subscription granting access to the Platform is entered into between Think Numeric Inc. and the applicable Organization.

The features and Services available to an Organization depend on:

• the selected Subscription Plan;

• the activated modules;

• any optional services purchased;

• the permissions configured within the Platform;

• and any applicable written agreement between Think Numeric Inc. and the Organization.

Think Numeric Inc. may offer different Subscription Plans and optional services, subject to these Terms.

Article 20 — Commercial Services Provided by Think Numeric Inc.

Think Numeric Inc. may offer, among other things:

• Subscription Plans;

• optional software modules;

• implementation services;

• migration services;

• consulting services;

• training services;

• professional services;

• technical support services;

• integrations with third-party services;

• custom development services;

• and any other services related to the Platform.

Such services may be governed by separate agreements in addition to these Terms.

Article 21 — Services Offered by Organizations

Subject to the functionality available within the Platform, an Organization may provide services to its Communities and Users, including:

• memberships;

• subscriptions;

• membership fees;

• contributions;

• donations;

• fundraising campaigns;

• paid events;

• registrations;

• premium services;

• and any other services determined by the Organization.

Each Organization is solely responsible for:

• determining the terms applicable to such services;

• establishing its own pricing;

• administering its financial arrangements;

• complying with Applicable Laws relating to such activities.

Except where expressly agreed otherwise, Think Numeric Inc. is not a party to the contractual or financial relationships established between an Organization, its Communities, and their Users.

Article 22 — Management of Communities by an Organization

Each Organization may create, administer, modify, suspend, reactivate, or delete Communities within its Komunityoo environment, subject to the functionality available through the Platform.

An Organization may also determine:

• the governance of its Communities;

• eligibility criteria;

• membership requirements;

• applicable fees or subscriptions;

• access permissions;

• and any internal rules governing its Communities.

An Organization may suspend or restrict a Community where it reasonably determines that such action is necessary, including in cases involving:

• non-payment of applicable fees;

• violation of the Organization's internal policies;

• misuse of the Platform;

• unauthorized activities;

• security concerns;

• or any other reason consistent with its governance policies and Applicable Laws.

Think Numeric Inc. does not participate in such decisions except where intervention is required to protect the Platform, comply with Applicable Laws, or preserve the security or integrity of the Services.

Article 23 — Management of Members by Communities

Subject to the permissions granted by the applicable Organization, a Community may:

• invite Members;

• approve or reject membership requests;

• assign Community roles;

• manage Member permissions;

• suspend or remove Members;

• organize Community activities;

• manage Community communications;

• and administer any other functions delegated by the Organization.

Communities remain responsible for exercising such authority in accordance with:

• the policies established by the Organization;

• these Terms;

• and Applicable Laws.

Article 24 — Payment Processing

Where the Platform enables electronic payments, payment processing may be performed through independent third-party payment service providers.

The use of such payment services is governed by the terms, conditions, and privacy policies of the applicable payment provider.

Think Numeric Inc. is not a financial institution, payment processor, or money services business unless expressly stated otherwise.

Article 25 — Non-Payment

Where an Organization fails to pay amounts due under its Subscription Agreement, Think Numeric Inc. may, where appropriate and after providing reasonable notice when practicable:

• suspend all or part of the Services;

• restrict access to certain features;

• temporarily suspend the Organization's environment;

• terminate the applicable Subscription;

• or take any other action permitted under these Terms or the applicable Subscription Agreement.

Suspension for non-payment does not relieve the Organization of its obligation to pay any outstanding amounts.

Article 26 — Internal Financial Relationships

Financial relationships between Organizations, Communities, and their Users, including:

• memberships;

• subscriptions;

• donations;

• contributions;

• fundraising campaigns;

• event registrations;

• or any other financial arrangements,

are established solely by the applicable Organization.

Except where Think Numeric Inc. expressly provides a service directly, Think Numeric Inc. is not responsible for:

• determining pricing;

• collecting or managing funds on behalf of Organizations;

• enforcing payment obligations between Organizations and Communities;

• resolving disputes relating to such financial arrangements.

Article 27 — Subscription Fees and Pricing

Think Numeric Inc. may modify:

• Subscription Plans;

• pricing;

• available Services;

• usage limits;

• or commercial offerings,

provided that such changes are implemented in accordance with these Terms and any applicable written agreement.

Unless otherwise agreed, pricing changes shall apply prospectively and shall not affect Subscription Fees already paid for the current billing period.

Article 28 — Refunds

Except as required by Applicable Laws or expressly provided in a written agreement, Subscription Fees and other amounts paid to Think Numeric Inc. are non-refundable.

Organizations remain solely responsible for establishing and administering any refund policies applicable to their Communities, Members, events, or other services offered through the Platform.

Title V — data, privacy and security

Article 29 — General Principles

The protection of Organization and Community Data is a fundamental principle of the Komunityoo Platform.

Think Numeric Inc. is committed to implementing reasonable administrative, organizational, physical, and technical safeguards designed to ensure the confidentiality, integrity, availability, and resilience of the Data processed through the Services.

These Terms shall be read together with the Privacy Policy, which forms an integral part of the contractual framework governing the Platform.

Article 30 — Ownership of Data

Subject to Applicable Laws and the rights of the individuals concerned, all Data created, collected, imported, uploaded, shared, or generated within a Komunityoo environment shall remain the property of the Organization and/or its Communities, in accordance with the governance rules established by the Organization.

Users retain ownership of the Personal Information, documents, intellectual works, and other Content for which they hold the legal rights, subject to the permissions and licenses granted through their use of the Platform.

Nothing in these Terms transfers to Think Numeric Inc. any ownership rights in the Organization and Community Data or User Content.

Think Numeric Inc. retains exclusive ownership of the Platform and all related intellectual property rights, including, without limitation:

• software;

• source code and object code;

• application programming interfaces (APIs);

• user interfaces;

• system architecture;

• algorithms;

• artificial intelligence models;

• documentation;

• trademarks;

• logos;

• graphics;

• databases developed by Think Numeric Inc.; and

• any improvements, enhancements, updates, or derivative works relating to the Platform.

Article 31 — Processing of Data

Think Numeric Inc. processes Organization and Community Data only to the extent necessary to:

• provide the Services;

• operate and administer the Platform;

• maintain the security of the Platform;

• perform maintenance and technical support;

• improve the Services;

• fulfill its contractual obligations;

• comply with Applicable Laws.

Think Numeric Inc. does not sell Organization and Community Data or User Personal Information.

All processing activities are carried out in accordance with these Terms, the Privacy Policy, and Applicable Laws.

Article 32 — Responsibilities Relating to Data

Each Organization remains responsible for the governance of the Organization and Community Data processed within its Komunityoo environment.

Accordingly, each Organization is responsible for:

• the Data it collects;

• the Data imported into its environment;

• the governance of the Data managed by its Communities;

• the privacy settings it configures;

• the permissions it grants;

• compliance with Applicable Laws;

• its internal governance policies.

Each Community is responsible, within the scope of the authority delegated by its Organization, for the Data, documents, and Content under its administration.

Each User remains responsible for the information, documents, and Content that the User creates, uploads, publishes, or shares through the Platform.

Think Numeric Inc. acts solely as the provider of the Platform and processes Organization and Community Data in accordance with these Terms, the applicable Subscription Agreement, and the Privacy Policy.

Article 33 — Data Residency

Komunityoo is designed to allow Organizations to host their Organization and Community Data in a geographic region that is compatible with their operational, contractual, or regulatory requirements, to the extent such hosting options are made available by Think Numeric Inc.

When creating or configuring their Komunityoo environment, an Organization may select a country or hosting region from the options offered by Think Numeric Inc.

Each Organization is responsible for selecting a hosting region that complies with the legal, regulatory, or contractual requirements applicable to its activities.

Think Numeric Inc. shall host the Organization and Community Data in the country or region selected by the Organization or, where expressly agreed by the Organization or permitted by Applicable Laws, in another jurisdiction providing an appropriate level of legal and contractual protection.

Certain technical operations necessary for the provision of the Services, including:

• backups;

• disaster recovery;

• system monitoring;

• maintenance;

• technical support;

• security analysis;

• cloud infrastructure services;

• or services provided by authorized subcontractors,

may require limited access to Organization and Community Data from another jurisdiction, provided that such processing is authorized under Applicable Laws and protected by appropriate technical, organizational, and contractual safeguards.

Article 34 — Confidentiality

Think Numeric Inc. shall treat Organization and Community Data and User information as confidential.

Access to such Data is restricted to employees, contractors, consultants, and authorized service providers who require access to perform their duties and who are subject to appropriate confidentiality obligations.

Think Numeric Inc. shall disclose Organization and Community Data only:

• where necessary to provide the Services;

• with the authorization of the applicable Organization;

• where required by Applicable Laws or a lawful order issued by a competent authority;

• or in any other circumstance permitted under Applicable Laws.

Article 35 — Platform Security

Think Numeric Inc. maintains an information security program designed to protect the Platform and the Organization and Community Data against unauthorized access, loss, alteration, unauthorized disclosure, cyberattacks, and other security threats.

Depending on the Services used and the available technologies, such security measures may include:

• encryption of Data in transit and at rest;

• strong authentication mechanisms;

• identity and access management;

• role-based access controls;

• activity logging;

• security monitoring;

• threat detection;

• vulnerability management;

• software updates and security patches;

• backup and recovery mechanisms;

• disaster recovery procedures;

• security audits and testing;

• and any other measures deemed appropriate by Think Numeric Inc.

Think Numeric Inc. may modify or enhance its security program to reflect changes in technology, cybersecurity risks, recognized industry standards, and Applicable Laws.

Article 36 — Backups and Business Continuity

Think Numeric Inc. implements backup and business continuity measures in accordance with its internal policies and any applicable contractual commitments.

Backup schedules, retention periods, recovery objectives, and restoration procedures may vary depending on the applicable Subscription Plan or any written agreement with the Organization.

The backup services provided by Think Numeric Inc. do not relieve Organizations or Communities of any legal or regulatory obligations relating to the retention or preservation of their own records.

Article 37 — Security Incidents

Where a security incident is reasonably likely to affect the Organization and Community Data of an Organization or its Communities, Think Numeric Inc. shall implement reasonable measures to:

• assess the nature and scope of the incident;

• contain and mitigate its impact;

• protect the Platform;

• restore the Services within a commercially reasonable timeframe; and

• notify the affected Organization where required by Applicable Laws, contractual commitments, or the severity of the incident.

Each Organization remains responsible for any notifications that it is legally required to provide to its Communities, Members, Users, regulators, or other affected individuals.

Article 38 — Privacy Policy

The collection, use, disclosure, retention, and protection of Personal Information are also governed by the Think Numeric Inc. Privacy Policy.

The Privacy Policy supplements these Terms and forms an integral part of the agreement governing the use of the Platform.

By accessing or using the Platform, Organizations, Communities, and Users acknowledge that they have read and understood the Privacy Policy and agree to its application.

Title VI — intellectual property and license to use

Article 39 — Ownership of the Platform

Komunityoo is a proprietary Software-as-a-Service (SaaS) platform developed, owned, operated, and commercialized by Think Numeric Inc.

Except for the rights expressly granted under these Terms or any applicable written agreement, Think Numeric Inc. retains all rights, title, and interest in and to the Platform.

Such rights include, without limitation:

• the software;

• the source code and object code;

• web and mobile applications;

• user interfaces;

• application programming interfaces (APIs);

• databases developed by Think Numeric Inc.;

• system architecture;

• algorithms;

• artificial intelligence models;

• reports and dashboard templates;

• document templates;

• graphics;

• trademarks;

• trade names;

• logos;

• documentation;

• user guides;

• technical documentation;

• and all updates, enhancements, improvements, modifications, derivative works, and future developments of the Platform.

Nothing contained in these Terms transfers any ownership rights in the Platform to any Organization, Community, or User.

Article 40 — License to Use

Subject to compliance with these Terms and the payment of all applicable Subscription Fees, Think Numeric Inc. grants each Organization a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform solely for its internal business or organizational purposes.

Communities and Users may access and use the Platform only through the Organization that has authorized their access and solely within the scope of the permissions granted to them.

No rights are granted except those expressly provided in these Terms.

Article 41 — Restrictions on Use

Except as expressly authorized by Think Numeric Inc. or permitted by Applicable Laws, Organizations, Communities, and Users shall not:

• copy or reproduce the Platform;

• modify or create derivative works of the Platform;

• reverse engineer, decompile, or disassemble any part of the Platform;

• bypass or disable security features;

• remove proprietary notices;

• distribute, rent, lease, sublicense, or resell the Platform;

• make the Platform available to unauthorized third parties;

• use the Platform to develop or support a competing product or service;

• access the Platform for benchmarking or competitive analysis without the prior written consent of Think Numeric Inc.;

• use automated tools to extract data or functionality from the Platform except where expressly authorized.

The foregoing restrictions do not apply to Organization and Community Data owned by the applicable Organization or Community.

Article 42 — Trademarks

"Komunityoo", "Think Numeric", and all associated names, logos, trademarks, service marks, branding elements, and visual identities are the exclusive property of Think Numeric Inc. or its licensors.

Except as expressly authorized in writing, no Organization, Community, or User may use such trademarks or branding in any manner that suggests sponsorship, endorsement, partnership, or affiliation with Think Numeric Inc.

Nothing in these Terms grants any license or right to use the trademarks or branding of Think Numeric Inc.

Article 43 — Organization and Community Content

Organizations, Communities, and Users retain all intellectual property rights in the Content they create, upload, import, publish, or otherwise make available through the Platform.

To the extent necessary to provide the Services, they grant Think Numeric Inc. a worldwide, non-exclusive, royalty-free license to:

• host;

• store;

• process;

• reproduce for technical purposes;

• transmit;

• display;

• back up;

• and otherwise use such Content solely as required to operate, maintain, secure, and improve the Platform.

This license remains in effect only for the duration necessary to provide the Services and is subject to any legal retention obligations, backup procedures, or contractual commitments applicable to Think Numeric Inc.

Nothing in this Article transfers ownership of Organization and Community Content to Think Numeric Inc.

Article 44 — Feedback and Suggestions

Organizations, Communities, and Users may voluntarily submit feedback, comments, ideas, recommendations, enhancement requests, or other suggestions relating to the Platform.

Unless otherwise agreed in writing, Think Numeric Inc. may use, implement, modify, or incorporate such feedback without restriction and without any obligation to provide compensation, attribution, or royalties.

This Article does not apply to Organization and Community Data or confidential information belonging to an Organization, Community, or User.

Article 45 — Artificial Intelligence Services

The Platform may include Artificial Intelligence Services intended to assist Organizations, Communities, and Users in carrying out their activities.

Such Services may include, without limitation:

• content generation;

• drafting communications;

• document summarization;

• translations;

• reporting assistance;

• question answering;

• workflow assistance;

• and other AI-powered features.

Artificial Intelligence Services are intended solely as decision-support tools.

Organizations, Communities, and Users remain solely responsible for reviewing, validating, and approving any AI-generated output before relying upon or acting on it.

Except for Organization and Community Data submitted through the Platform, the artificial intelligence technologies, models, algorithms, prompts, methodologies, and related intellectual property used to provide such Services remain the exclusive property of Think Numeric Inc. or its licensors.

Article 46 — Customer References

Unless otherwise agreed in writing or prohibited by Applicable Laws, Think Numeric Inc. may identify an Organization as a customer of Komunityoo by displaying:

• the Organization's name;

• logo;

• or other publicly available branding,

solely for the purpose of identifying the Organization as a user of the Platform.

Think Numeric Inc. shall not disclose confidential information, Organization and Community Data, or any non-public information regarding the Organization's use of the Platform without the Organization's prior written consent.

Title VII — obligations, warranties and liability

Article 47 — Commitments of Think Numeric Inc.

Think Numeric Inc. is committed to providing, operating, maintaining, and improving the Platform in accordance with these Terms and generally recognized industry practices.

To that end, Think Numeric Inc. shall use commercially reasonable efforts to:

• operate and maintain the Platform;

• protect the confidentiality, integrity, and availability of the Platform and the Organization and Community Data;

• maintain an information security program appropriate to the risks associated with the Services;

• correct material defects within a commercially reasonable timeframe;

• provide maintenance, updates, and enhancements to the Platform;

• implement backup, disaster recovery, and business continuity measures;

• comply with the Applicable Laws governing its activities as a service provider.

Nothing in these Terms shall be interpreted as a guarantee that the Platform will operate without interruption or be free from defects at all times.

Article 48 — Responsibilities of Organizations

Each Organization is solely responsible for the governance and administration of its Komunityoo environment.

Accordingly, each Organization is responsible for:

• administering its Organization environment;

• creating, managing, suspending, or deleting Communities;

• appointing and supervising Organization Administrators;

• assigning roles and permissions;

• establishing and enforcing internal governance, privacy, and security policies;

• protecting the Organization and Community Data under its responsibility;

• configuring the security features made available through the Platform;

• ensuring compliance with the Applicable Laws governing its activities;

• supervising activities carried out within its Komunityoo environment.

Each Organization remains responsible for the actions and decisions of its Administrators and Communities.

Article 49 — Responsibilities of Communities

Each Community acts under the authority of its Organization and within the scope of the permissions delegated to it.

Accordingly, each Community is responsible for:

• administering its Members;

• managing Community Content;

• protecting the Personal Information and Organization and Community Data under its administration;

• complying with the policies established by its Organization;

• maintaining the confidentiality of the information to which it has access;

• promptly reporting security incidents or suspicious activities to its Organization.

Community Administrators are responsible for implementing and enforcing the security measures required by their Organization and supported by the Platform.

Where available and required by the Organization, such responsibilities may include:

• enabling or enforcing Multi-Factor Authentication (MFA);

• managing Member permissions;

• promptly revoking unnecessary access;

• protecting administrative accounts;

• applying the principle of least privilege;

• periodically reviewing administrative access;

• implementing other security controls established by the Organization.

Article 50 — Responsibilities of Users

Each User is responsible for the use of the Platform through their Account.

Each User agrees to:

• protect the confidentiality of their Account Credentials;

• maintain accurate and current account information;

• comply with these Terms;

• comply with the policies established by their Organization and Community;

• protect confidential information and Personal Information to which they have access;

• promptly report any unauthorized use of their Account or any security incident.

Users remain solely responsible for the Content they create, upload, publish, transmit, or otherwise make available through the Platform.

Article 51 — Shared Responsibility Model

The security and proper operation of the Platform are based on a Shared Responsibility Model.

Under this model:

• Think Numeric Inc. is responsible for the security, operation, maintenance, and resilience of the Platform and its supporting infrastructure.

• Each Organization is responsible for governing its environment, configuring security settings, assigning permissions, protecting the Organization and Community Data under its responsibility, and ensuring compliance with Applicable Laws.

• Each Community is responsible for administering its Members, protecting the information under its control, and applying the security policies established by its Organization.

• Each User is responsible for protecting their Account, authentication credentials, devices, and for using the Platform in a secure and responsible manner.

Think Numeric Inc. shall not be responsible for security incidents resulting primarily from the failure of an Organization, Community, or User to fulfill their respective responsibilities under these Terms.

Article 52 — Warranties

Think Numeric Inc. uses commercially reasonable efforts to provide reliable, secure, and high-quality Services.

Except as expressly provided in these Terms or required by Applicable Laws, the Platform and the Services are provided "AS IS" and "AS AVAILABLE."

To the maximum extent permitted by Applicable Laws, Think Numeric Inc. disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of:

• merchantability;

• satisfactory quality;

• fitness for a particular purpose;

• non-infringement;

• uninterrupted availability;

• compatibility with third-party products or services.

Think Numeric Inc. does not warrant that:

• the Platform will meet every specific requirement of an Organization or User;

• the Services will operate without interruption or error;

• all defects will be corrected immediately;

• Artificial Intelligence Services will always produce complete, accurate, or appropriate results.

Article 53 — Artificial Intelligence Services

Artificial Intelligence Services are provided solely to assist Organizations, Communities, and Users in performing their activities.

AI-generated outputs are intended as decision-support tools only.

Organizations, Communities, and Users remain solely responsible for reviewing, validating, and approving any AI-generated content before relying upon it or taking action based on such content.

Think Numeric Inc. shall not be responsible for decisions made solely on the basis of AI-generated outputs.

Article 54 — Limitation of Liability

To the fullest extent permitted by Applicable Laws, Think Numeric Inc. shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including, without limitation:

• loss of profits;

• loss of revenue;

• loss of business opportunities;

• loss of goodwill;

• loss of anticipated savings;

• business interruption;

• loss or corruption of data resulting from circumstances beyond the reasonable control of Think Numeric Inc.

Think Numeric Inc. shall not be liable for:

• decisions made by Organizations, Communities, or Users;

• disputes between Organizations, Communities, and their Members;

• Content published by Users;

• losses resulting from improper configuration of permissions or security settings by an Organization or Community;

• failures or interruptions caused by third-party service providers;

• force majeure events;

• misuse of the Platform.

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by Applicable Laws.

Article 55 — Force Majeure

Think Numeric Inc. shall not be liable for any delay or failure to perform its obligations resulting from events beyond its reasonable control, including:

• natural disasters;

• war or armed conflict;

• terrorism;

• pandemic or epidemic;

• labour disputes;

• widespread Internet or telecommunications failures;

• major cyberattacks;

• failures of cloud infrastructure providers;

• governmental actions;

• changes in Applicable Laws;

• or any other event constituting force majeure under Applicable Laws.

Article 56 — Indemnification

To the fullest extent permitted by Applicable Laws, each Organization agrees to defend, indemnify, and hold harmless Think Numeric Inc., its affiliates, officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• the Organization's breach of these Terms;

• the unlawful use of the Platform by the Organization, its Communities, Administrators, or Users;

• the Content published within the Organization's environment;

• violations of Applicable Laws;

• infringement of third-party rights;

• or any negligent or wrongful act or omission by the Organization, its Communities, or its Users.

Title VIII — suspension, termination and end of services

Article 57 — Suspension by Think Numeric Inc.

Think Numeric Inc. may suspend all or part of the Services where it reasonably determines that such action is necessary to:

• protect the security, integrity, or availability of the Platform;

• prevent fraud, abuse, or unauthorized use;

• address a material breach of these Terms;

• respond to a legal or regulatory requirement;

• protect the rights, property, or interests of Think Numeric Inc., Organizations, Communities, Users, or third parties;

• investigate suspected unlawful or fraudulent activities;

• address non-payment of applicable Subscription Fees.

Where reasonably practicable and unless prohibited by law or security considerations, Think Numeric Inc. will provide prior notice to the affected Organization or notify the Organization as soon as reasonably possible following the suspension.

Suspension does not relieve an Organization of its payment obligations or any other obligations arising under these Terms or any applicable Subscription Agreement.

Article 58 — Suspension by an Organization

An Organization may, in accordance with its own governance policies and subject to the functionality available through the Platform:

• suspend an Organization Administrator;

• suspend a Community;

• suspend a Community Administrator;

• suspend a User or Member;

• restrict access to specific Services or features;

• revoke permissions;

• temporarily or permanently remove access to its Komunityoo environment.

An Organization may take such actions for reasons including, but not limited to:

• non-payment of membership fees or subscriptions;

• violation of the Organization's policies;

• misconduct;

• security concerns;

• misuse of the Platform;

• or any other reason consistent with its internal governance and Applicable Laws.

Think Numeric Inc. does not participate in these decisions except where intervention is necessary to protect the Platform, comply with Applicable Laws, or preserve the security or integrity of the Services.

Article 59 — Suspension by a Community

Subject to the permissions delegated by its Organization, a Community may:

• suspend a Member;

• revoke Community permissions;

• restrict access to Community resources;

• remove a Member from one or more Community activities;

• enforce the policies established by the Organization.

Communities shall exercise these powers fairly, reasonably, and in accordance with the Organization's governance framework and Applicable Laws.

The applicable Organization remains responsible for the actions taken by its Communities within its Komunityoo environment.

Article 60 — Termination by an Organization

An Organization may terminate its Subscription in accordance with:

• its Subscription Agreement;

• any applicable Order Form;

• these Terms;

• or any other written agreement entered into with Think Numeric Inc.

Termination does not affect any rights, obligations, or liabilities accrued before the effective date of termination.

The Organization remains responsible for all outstanding Subscription Fees and other amounts due before termination becomes effective.

Article 61 — Termination by Think Numeric Inc.

Think Numeric Inc. may terminate all or part of the Services, or terminate an Organization's Subscription, where:

• the Organization commits a material breach of these Terms;

• Subscription Fees remain unpaid after applicable notice periods;

• fraudulent, unlawful, or abusive activities are identified;

• continued provision of the Services would violate Applicable Laws;

• continued provision of the Services would create an unacceptable security risk;

• Think Numeric Inc. is otherwise entitled to terminate under these Terms or the applicable Subscription Agreement.

Where reasonably practicable, Think Numeric Inc. will provide the Organization with an opportunity to remedy the breach before termination, unless immediate termination is necessary to protect the Platform, comply with Applicable Laws, or address significant security risks.

Article 62 — Consequences of Termination

Upon the effective date of termination:

• access to the Platform may be suspended or terminated;

• licenses granted under these Terms shall automatically terminate;

• the Organization's right to use the Services shall cease;

• Communities and Users associated with the Organization may lose access to the Platform, subject to any transition arrangements;

• Think Numeric Inc. may retain Organization and Community Data only for the period required by Applicable Laws, contractual obligations, or its documented data retention policies.

Termination shall not affect any provisions of these Terms that, by their nature, are intended to survive termination.

Article 63 — Data Export and Transition Assistance

Subject to the applicable Subscription Plan and any written agreement between Think Numeric Inc. and the Organization, Organizations may request the export of their Organization and Community Data before permanent deletion.

Where available, Think Numeric Inc. may provide:

• data export capabilities;

• transition assistance;

• migration services;

• or professional services supporting the Organization's transition to another platform.

Such services may be subject to:

• technical limitations;

• applicable fees;

• reasonable scheduling requirements;

• and the terms of the applicable Subscription Agreement or Order Form.

Following the applicable retention period, Think Numeric Inc. may permanently delete Organization and Community Data in accordance with its documented retention and deletion policies, unless continued retention is required by Applicable Laws or a written agreement.

Title IX — general and final provisions

Article 64 — Amendments to these Terms

Think Numeric Inc. may amend these Terms from time to time in order to:

• reflect changes to the Platform or the Services;

• introduce new features or functionalities;

• respond to changes in Applicable Laws or regulatory requirements;

• improve security;

• reflect changes to its business operations; or

• address any other legitimate business or operational need.

Where amendments materially affect the rights or obligations of Organizations, Communities, or Users, Think Numeric Inc. will provide reasonable notice through the Platform, by email, or by any other appropriate means, where required by Applicable Laws.

Continued use of the Platform after the effective date of the revised Terms constitutes acceptance of the updated Terms.

Article 65 — Notices

Any notice relating to these Terms may be delivered by Think Numeric Inc. through one or more of the following methods:

• electronic mail;

• in-platform notifications;

• publication on the Platform or official website;

• postal mail, where appropriate;

• or any other communication method reasonably determined by Think Numeric Inc.

Organizations are responsible for ensuring that their contact information remains accurate and up to date.

Each Organization is responsible for communicating any relevant information or notices to its Communities and Users where appropriate.

Article 66 — Assignment

Think Numeric Inc. may assign or transfer its rights and obligations under these Terms in connection with:

• a merger;

• an acquisition;

• a corporate reorganization;

• a sale of assets;

• or any similar business transaction.

An Organization may not assign or transfer its rights or obligations under these Terms without the prior written consent of Think Numeric Inc., except where such assignment is expressly permitted by Applicable Laws or an applicable written agreement.

Article 67 — Severability

If any provision of these Terms is determined by a court or other competent authority to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted by Applicable Laws.

The remaining provisions shall remain in full force and effect.

Article 68 — No Waiver

No failure or delay by Think Numeric Inc., an Organization, or a Community in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy.

Any waiver shall be effective only if made expressly in writing by the Party granting the waiver.

Article 69 — Entire Agreement

These Terms, together with:

• the Privacy Policy;

• the applicable Subscription Agreement;

• any Order Form;

• any Service Level Agreement (SLA), where applicable;

• any additional policies published by Think Numeric Inc.;

• and any other written agreement expressly incorporated by reference,

constitute the entire agreement between Think Numeric Inc. and the applicable Organization regarding the use of the Platform.

In the event of any inconsistency between these Terms and a separately negotiated written agreement, the written agreement shall prevail solely with respect to the subject matter expressly covered by that agreement.

Article 70 — Governing Law

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

The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms.

Article 71 — Dispute Resolution

The Parties agree to use commercially reasonable efforts to resolve any dispute arising out of or relating to these Terms through good-faith discussions before initiating formal legal proceedings.

If a dispute cannot be resolved within a reasonable period of time, either Party may submit the dispute to the courts of competent jurisdiction located in the Province of Ontario, Canada, unless otherwise required by Applicable Laws.

Nothing in this Article prevents Think Numeric Inc. from seeking temporary, interim, or injunctive relief before any court of competent jurisdiction where necessary to:

• protect its intellectual property;

• protect the security of the Platform;

• prevent unauthorized access to the Services;

• or preserve its legal rights.

Article 72 — Survival

The provisions of these Terms which, by their nature, are intended to survive termination or expiration shall remain in effect after termination, including, without limitation:

• confidentiality obligations;

• intellectual property rights;

• provisions relating to Organization and Community Data;

• payment obligations accrued prior to termination;

• limitations of liability;

• indemnification obligations;

• governing law;

• dispute resolution;

• and any other provision that reasonably requires continued application after termination.

Article 73 — Contact Information

Questions relating to these Terms or the Platform may be directed to Think Numeric Inc. using the contact information published on the official Komunityoo website.

Think Numeric Inc. may update its contact information from time to time without amending these Terms.