Terms of Use

1. Definitions

1.1. "Platform" means the Xpert6 software-as-a-service (SaaS), including all features, interfaces, APIs, mobile applications, client portals and related services developed and operated by Cogni6 inc.

1.2. "Cogni6" or "We" means Cogni6 inc., a corporation incorporated under the laws of Quebec, with its head office in Quebec, Canada.

1.3. "Client" or "You" means any natural or legal person who creates an account on the Platform, subscribes to a subscription plan or uses the features of the Platform as a consultant, firm or practice.

1.4. "User" means any natural person authorized by the Client to access the Platform, whether an employee, collaborator, subcontractor of the Client or an end client of the Client accessing the portal.

1.5. "Client Portal" means the personalized white-label web space made available to the Client to serve their own clients. The Client Portal bears the Client's brand, logo, colours and custom domain.

1.6. "Cortex" means the artificial intelligence engine integrated into the Platform, comprising three tiers: Cortex Content (deliverable enhancement), Cortex BD (business development) and Cortex Strategy (practice analysis).

1.7. "Cortex Credits" means the consumption units associated with the use of the Cortex engine. Each subscription plan includes a monthly number of Cortex Credits. Additional credits may be purchased as top-ups.

1.8. "Generated Content" means any text, report, analysis, recommendation, document, presentation or other content produced in whole or in part by the Cortex engine at the request of the Client or its Users.

1.9. "Client Data" means all data, documents, files, methodologies, analytical frameworks, case studies, content and information imported, created or stored by the Client and its Users on the Platform.

1.10. "AI Providers" means the third-party providers of artificial intelligence models used by the Cortex engine to generate content, including but not limited to providers of large language models (LLMs).

1.11. "Tenant" means the isolated environment dedicated to the Client within the Platform, ensuring complete data separation between the different clients of Cogni6.

1.12. "Seat" or "Licence" means the right to access the Platform for one active user. The number of Seats depends on the plan subscribed to by the Client.

2. Acceptance of Conditions

2.1. By creating an account, accessing the Platform or using its features, the Client acknowledges having read, understood and accepted these terms of use in their entirety.

2.2. If the Client is acting on behalf of a legal entity (company, firm, practice), the Client represents and warrants that they have the necessary authority to bind that entity to these conditions.

2.3. Continued use of the Platform following any modification to these conditions constitutes acceptance of the modified conditions.

2.4. These conditions apply in conjunction with the Cogni6 Privacy Policy, the pricing schedule in effect and, where applicable, any data processing agreement (DPA) signed between the parties.

3. Description of the Service

3.1. Xpert6 is a white-label SaaS platform designed for business consultants. It offers, among other things, a customizable client portal, an artificial intelligence engine (Cortex), project and engagement management, an intelligent knowledge base, online booking, automated billing and business development tools.

3.2. The Platform is provided "as is" and "as available." Cogni6 undertakes to maintain the Platform in accordance with the service levels described in Section 14, but does not guarantee the complete absence of interruptions, errors or defects.

3.3. Cogni6 reserves the right to modify, add or remove features from the Platform at any time, subject to reasonable notice for substantial modifications affecting essential features already used by the Client.

4. User Accounts

4.1. The Client is responsible for the creation and management of user accounts associated with its Tenant. Each User must have an individual account. Sharing accounts between multiple natural persons is prohibited.

4.2. The Client is responsible for the confidentiality of its Users' access credentials and for all activity conducted under those accounts. In the event of suspected unauthorized access, the Client must notify Cogni6 immediately.

4.3. Cogni6 reserves the right to suspend or terminate a user account in the event of a violation of these conditions or suspicious activity jeopardizing the security of the Platform.

4.4. The Client is responsible for the accuracy and updating of its account information. Cogni6 cannot be held liable for consequences arising from inaccurate or outdated information provided by the Client.

5. Subscriptions and Billing

5.1. Access to the Platform requires a paid subscription following the 12-day free trial period. Available plans (Solo, Duo, Cabinet, Firm, Enterprise) are described on the pricing page of the website.

5.2. Billing is processed automatically via Stripe according to the chosen billing cycle (monthly, annual or biennial). Applicable taxes (GST and QST in Quebec, or equivalent taxes depending on the jurisdiction) are added to the displayed price.

5.3. In the event of non-payment, Cogni6 reserves the right to:

• Suspend access to the Platform after a grace period of 7 days following the payment failure.
• Send a formal notice by email after 14 days.
• Terminate the account after 30 days of non-payment, in accordance with Section 18.

5.4. Plan changes: The Client may upgrade to a higher plan at any time. The price difference is calculated on a pro-rata basis. Downgrading to a lower plan takes effect at the next billing cycle.

5.5. Pricing changes: Cogni6 reserves the right to modify its pricing with 60 days' notice. Existing clients benefit from the locked-in price pursuant to the Xpert6 Commitment, as long as their subscription remains active and continuous.

5.6. Free trial: The 12-day free trial includes full access to the Platform and 200 Cortex Credits. No credit card is required for the trial. Upon expiry of the trial, access to the Platform is suspended until a paid subscription is activated.

5.7. All prices displayed are in Canadian dollars (CAD), unless otherwise indicated.

6. Cortex Credits

6.1. Each subscription plan includes a monthly number of Cortex Credits. The number of credits included varies by plan and is indicated on the pricing page.

6.2. Cortex Credits are consumed with each use of the Cortex engine. The credit cost varies depending on the type of request, the complexity of the task and the volume of data processed.

6.3. Non-cumulative: Monthly Cortex Credits included in the plan are not cumulative from one month to the next. Unused credits at the end of the month expire without compensation.

6.4. Top-ups: The Client may purchase additional Cortex Credits as top-ups. Top-ups are billed immediately and purchased credits do not expire as long as the Client's subscription is active.

6.5. Transparency: Credit consumption is visible in real time in the Client's dashboard. Cogni6 undertakes to provide a clear breakdown of consumption by type of use.

6.6. Modifications: Cogni6 reserves the right to modify the credit cost of certain features with 30 days' notice, without reducing the number of credits included in existing plans.

6.7. In the event of Cortex Credit depletion, features powered by the Cortex engine are suspended until the monthly renewal or the purchase of top-ups. All other features of the Platform remain accessible.

7. Acceptable Use

7.1. The Client undertakes to use the Platform in compliance with applicable laws, these conditions and the professional best practices of their industry.

7.2. The Client is solely responsible for the content they import, publish or distribute via the Platform, including content shared with their own clients through the Client Portal.

7.3. The Client undertakes not to use the Platform to:

• Disseminate unlawful, defamatory, hateful, discriminatory, obscene content or content that infringes the rights of third parties.
• Infringe the intellectual property rights of third parties.
• Transmit malware, viruses or any harmful code.
• Attempt to access the data of other clients or compromise the security of the Platform.

8. Prohibited Use

8.1. Without limiting the scope of Section 7, the following uses are expressly prohibited:

• Using the Platform to generate content intended to deceive, manipulate or defraud third parties.
• Presenting Generated Content produced by Cortex as entirely human work without appropriate disclosure, when such disclosure is required by law or applicable professional standards.
• Using the Platform for unsolicited mass solicitation activities (spam).
• Attempting to reverse-engineer, decompile, disassemble or otherwise attempt to discover the source code of the Platform.
• Circumventing or attempting to circumvent the security, authentication or limitation mechanisms of the Platform.
• Reselling, sublicensing or redistributing access to the Platform to unauthorized third parties.
• Using the Platform in a manner that overloads the infrastructure or impairs performance for other clients.
• Collecting, storing or processing personal information via the Platform in violation of applicable privacy laws.
• Using the Cortex engine to generate legal, medical, financial or regulated professional advice without appropriate professional supervision.
• Using the Platform for activities related to terrorism, money laundering, child exploitation or any criminal activity.

8.2. Cogni6 reserves the right to immediately suspend or terminate the access of any Client or User in violation of this section, without prior notice and without refund. Consequences may include:

• Temporary or permanent suspension of the account.
• Removal of the offending content.
• Reporting to the competent authorities if required by law.
• Civil proceedings for damages caused to Cogni6 or third parties.

8.3. The Client is responsible for ensuring that all of its Users comply with these conditions. The Client will be held liable for violations committed by its Users.

9. AI-Generated Content and Disclaimers

9.1. The Cortex engine uses artificial intelligence models from third-party providers (AI Providers) to generate content. These models may produce inaccurate, incomplete, biased or inappropriate results, a phenomenon commonly referred to as "hallucination."

9.2. Obligation to verify: The Client acknowledges and accepts that they have the obligation to verify, validate and approve all Generated Content before using it, publishing it, distributing it or presenting it to their own clients. The Client must never use Generated Content without prior verification.

9.3. Limitation: Generated Content does not under any circumstances constitute legal, accounting, medical, financial or regulated professional advice. The Client who uses Generated Content in the context of professional services must exercise their own professional judgment and assume full responsibility for the final content delivered to their clients.

9.4. Source transparency: When the Cortex engine cites sources, the Client must verify the accuracy and relevance of those citations. Cited sources may be incomplete, misinterpreted or outdated.

9.5. "I don't know" mode: Cortex is designed to indicate when it does not have sufficient information to respond. However, this feature is not infallible. The Client must not rely solely on the absence of this indicator to conclude that the Generated Content is accurate.

9.6. Ownership of Generated Content: Generated Content produced from Client Data belongs to the Client, subject to the licences described in Section 10.

9.7. Dependence on AI Providers: The features of the Cortex engine depend on the availability and performance of AI Providers. Cogni6 does not guarantee the continuous availability, consistent quality or long-term continuity of AI Provider services. In the event of an AI Provider becoming unavailable, Cogni6 will make commercially reasonable efforts to restore the service or propose an alternative.

9.8. Model training: Client Data is not used to train the artificial intelligence models of AI Providers. Requests sent to AI Providers are processed in real time and are not retained by those providers after processing, in accordance with the data processing agreements in effect with each AI Provider.

10. Intellectual Property

10.1. Ownership of the Platform: The Platform, including its source code, architecture, interfaces, algorithms, documentation, trademarks and all other constituent elements, remains the exclusive property of Cogni6. Nothing in these conditions confers upon the Client any ownership right in the Platform.

10.2. Licence of use: Cogni6 grants the Client a non-exclusive, non-transferable, non-sublicensable and revocable licence to use the Platform for the duration of their subscription, for the purposes set out in these conditions.

10.3. Ownership of Client data and content: The Client retains full ownership of their Client Data and Generated Content produced from their data. By uploading data to the Platform, the Client grants Cogni6 a limited licence to:

• Host, store and process the data for the purpose of providing the service.
• Use the data as context for the Cortex engine to generate relevant content for the Client.
• Produce aggregated and anonymized statistics for the purpose of improving the Platform (without ever including identifiable data).

10.4. White label: The Client is authorized to present the Platform under their own brand to their end clients. However, the Client must not suggest that they are the developer or owner of the underlying technology when interacting with Cogni6 or informed third parties.

10.5. Third-party intellectual property: The Client warrants that they hold the necessary rights to all content they import into the Platform and that they do not infringe the intellectual property rights of third parties.

11. Client Data

11.1. The Client retains full ownership and control of their Client Data. Cogni6 acts as a processor of the data within the meaning of Law 25 and PIPEDA.

11.2. Data isolation: Each Client has an isolated Tenant. One Client's data is never accessible by another Client. Isolation is ensured at both the infrastructure and application layers.

11.3. Backup: Cogni6 performs automated daily backups of Client data. Backups are encrypted and retained for a period of 30 days. Cogni6 does not guarantee the recovery of data deleted by the Client.

11.4. Export: The Client may export their data at any time using the Platform's export features. Available export formats include CSV, JSON and PDF.

11.5. Deletion: Upon termination of the subscription, Client Data is retained for 30 days to allow for recovery (Section 18.5). After this period, data is permanently deleted from all Cogni6 systems, including backups, within a reasonable timeframe not exceeding 90 days.

12. Privacy and Personal Information Protection

12.1. The collection, use and disclosure of personal information are governed by the Cogni6 Privacy Policy and by applicable laws, including:

• Quebec's Law 25 (An Act to modernize legislative provisions as regards the protection of personal information).
• The Personal Information Protection and Electronic Documents Act (PIPEDA).

12.2. Shared responsibility: The Client who uses the Platform to process personal information of their own clients acts as the controller of that data. Cogni6 acts as a processor.

12.3. Client obligations: The Client undertakes to obtain the necessary consents from their own clients before importing their personal information into the Platform and to comply with all obligations incumbent upon them under applicable laws.

12.4. Security measures: Cogni6 implements appropriate technical and organizational security measures, including:

• AES-256 encryption at rest and TLS 1.3 in transit.
• Role-based access management and the principle of least privilege.
• Continuous monitoring and logging of data access.

12.5. Incident notification: In the event of a security incident affecting personal information, Cogni6 undertakes to:

12.6. Cogni6 undertakes to notify the Client as soon as practicable and, in any event, within 72 hours of discovering the incident.

• Take the necessary measures to limit the impact of the incident.
• Provide the Client with the information necessary for the Client to fulfil its own notification obligations.
• Cooperate with the Client and competent authorities in the investigation.

12.7. DPA: Upon request, Cogni6 will provide a Data Processing Agreement (DPA) compliant with applicable regulatory requirements.

12.8. International transfers: Certain AI Providers may process data outside of Canada. Cogni6 ensures that adequate safeguards are in place in accordance with applicable laws.

13. Confidentiality

13.1. Each party undertakes to treat as confidential all information, documents, data, processes, methodologies and know-how of the other party to which it may have access in the course of using the Platform ("Confidential Information").

13.2. Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party prior to its disclosure.
• Is independently developed by the receiving party without reference to the Confidential Information.
• Is disclosed pursuant to a legal obligation or court order.
• Is approved in writing for disclosure by the disclosing party.

13.3. Confidentiality obligations survive the termination of these conditions for a period of three (3) years.

14. Service Level Agreement (SLA)

14.1. Cogni6 undertakes to maintain Platform availability of at least 99.5 % on a monthly basis, calculated excluding scheduled maintenance periods.

14.2. Scheduled maintenance: Scheduled maintenance is performed outside peak hours (between 2:00 AM and 6:00 AM, Eastern Time) and is communicated to the Client at least 48 hours in advance by email or in-Platform notification.

14.3. Exclusions: The SLA does not apply to interruptions caused by: (a) force majeure events (Section 20), (b) unavailability of AI Providers or third-party infrastructure providers, (c) actions or omissions of the Client, (d) cyberattacks of exceptional magnitude.

14.4. Remedy: In the event the SLA is not met for two (2) consecutive months, the Client may receive a free month pursuant to the Xpert6 Commitment (see the Guarantees page).

15. Limitation of Liability

15.1. Overall cap: To the fullest extent permitted by applicable law, the total and cumulative liability of Cogni6 to the Client, regardless of cause and regardless of the form of action (contractual, tortious, quasi-tortious or otherwise), is limited to the total amount paid by the Client to Cogni6 during the twelve (12) months preceding the event giving rise to the claim.

15.2. Exclusions: Cogni6 shall under no circumstances be held liable for the following damages, even if it has been informed of the possibility of such damages:

15.3. Generated Content: The Client expressly acknowledges and accepts that Cogni6 is not liable for the accuracy, relevance, completeness or suitability of Generated Content produced by the Cortex engine. Use of Generated Content is at the Client's own risk.

• Indirect, incidental, special, consequential or punitive damages.
• Loss of profits, revenue, data, business opportunities, clientele or anticipated savings.
• Damages resulting from the use or inability to use Generated Content.
• Damages resulting from errors, inaccuracies or hallucinations in Generated Content.
• Damages resulting from acts or omissions of third parties, including AI Providers.
• Damages resulting from a service interruption by AI Providers.
• Damages resulting from the Client's failure to comply with its obligation to verify Generated Content (Section 9.2).

15.4. Risk allocation: The Client acknowledges that the limitations of liability set out in this section reflect the allocation of risks between the parties and constitute an essential element of the consideration paid by the Client. The Platform's pricing takes these limitations into account.

15.5. Application of Quebec law: The parties acknowledge that the limitations and exclusions of liability set out in this section are interpreted in accordance with the Civil Code of Quebec. Limitations found to be unenforceable by a court of competent jurisdiction shall be reduced to the maximum extent permitted by applicable law.

16. Indemnification

16.1. By the Client: The Client undertakes to defend, indemnify and hold harmless Cogni6, its officers, directors, employees, agents and subcontractors from any claim, proceeding, damage, loss, cost or expense (including reasonable legal fees) arising from or related to:

• Use of the Platform by the Client or its Users in violation of these conditions.
• Generated Content used, published or distributed by the Client without adequate verification.
• Content, data or information imported by the Client into the Platform that would violate the rights of third parties or applicable laws.
• Professional services rendered by the Client to its own clients using the features of the Platform.
• The Client's violation of its obligations regarding the protection of personal information of its own clients.

16.2. By Cogni6: Cogni6 undertakes to defend and indemnify the Client against any claim alleging that the Platform itself (excluding Generated Content and Client data) infringes a third-party intellectual property right in Canada, provided that the Client promptly notifies Cogni6 of any such claim and cooperates reasonably in the defence.

17. Triple Impact Guarantee. Conditions

17.1. Cogni6 offers a Triple Impact Guarantee consisting of:

• Unconditional 30-day refund: The Client may request a full refund within 30 days of the date of their first subscription, without justification required.
• Conditional 90-day refund: If, at the end of 90 days of active use, the Client demonstrates that the following three impacts were not achieved: (i) increased productivity in deliverable generation, (ii) improved perceived calibre of deliverables among their clients, and (iii) enhanced structuring of their business development, the Client may request a refund of 3 months of their subscription.

17.2. Conditions for the conditional refund: To be eligible for the 90-day conditional refund, the Client must demonstrate that they actively used the Platform during that period, which means at minimum:

• Have created at least 3 complete engagements on the Platform.
• Have used at least 50 % of their monthly Cortex Credits for at least 2 of the 3 months.
• Have used at least 3 different features of the Platform.

17.3. Refund requests must be submitted by email to the address indicated in Section 23. Refunds are processed within 30 business days.

17.4. The Triple Impact Guarantee applies only to the Client's first subscription and cannot be invoked in the event of re-subscription.

18. Duration, Termination and Reversibility

18.1. Duration: These conditions come into effect on the date the Client's account is created and remain in effect for as long as the Client maintains an active subscription to the Platform.

18.2. Free trial: The 12-day free trial is subject to the same conditions as the paid subscription. Upon expiry of the trial, the Client must subscribe to continue using the Platform.

18.3. Termination by the Client: The Client may terminate their subscription at any time through their account settings or by written notice. Termination takes effect at the end of the current billing period. No pro-rata refund is granted for the current billing period, except under the Triple Impact Guarantee (Section 17).

18.4. Termination by Cogni6: Cogni6 may terminate or suspend the Client's access to the Platform:

• Immediately and without prior notice in the event of a serious violation of these conditions (Sections 8 and 9 in particular), fraud, unlawful activity, breach of Platform security or persistent non-payment after formal notice.
• With 30 days' notice for any other reason, including the discontinuation of the Platform.

18.5. Data reversibility: From the effective date of termination, the Client has a period of thirty (30) days to retrieve their Client Data using the Platform's export features. After this period, Cogni6 may permanently delete the Client's Tenant data, without recourse.

18.6. Export format: Data is exportable in structured and commonly used formats (CSV, JSON, PDF). Cogni6 does not guarantee the exportability of data in proprietary formats.

18.7. Survival: Sections relating to intellectual property (10), limitation of liability (15), indemnification (16), confidentiality (13) and dispute resolution (22) survive the termination of these conditions.

19. Modifications to These Conditions

19.1. Cogni6 reserves the right to modify these conditions at any time. Modifications will be published on the Platform's website and communicated to the Client by email or by in-Platform notification.

19.2. Non-substantial modifications (corrections, clarifications, feature additions) take effect immediately upon publication.

19.3. Substantial modifications (affecting the Client's rights, liability limitations, pricing or scope of services) take effect 30 days after notification. Continued use of the Platform after that period constitutes acceptance of the modified conditions.

19.4. If the Client does not accept the substantial modifications, they may terminate their subscription in accordance with Section 18.3 before the modifications come into effect.

20. Force Majeure

20.1. Neither party may be held liable for a failure to fulfil its obligations due to a force majeure event, as defined by article 1470 of the Civil Code of Quebec, including but not limited to: natural disasters, pandemics, wars, acts of terrorism, strikes, widespread power or telecommunications outages, massive cloud provider failures, large-scale cyberattacks, governmental or regulatory decisions, or any other unforeseeable, irresistible event beyond the parties' control.

20.2. The affected party must notify the other party as soon as practicable and take reasonable measures to limit the impact of the event.

20.3. If the force majeure event persists for more than sixty (60) days, either party may terminate the subscription with a pro-rata refund for unused days.

21. General Provisions

21.1. Entire agreement: These conditions, together with the Privacy Policy, the pricing schedule and, where applicable, the DPA, constitute the entire agreement between the parties and supersede any prior agreement, oral or written, relating to the same subject matter.

21.2. Severability: If any provision of these conditions is found to be invalid, void or unenforceable by a court of competent jurisdiction, that provision shall be limited or removed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

21.3. Assignment: The Client may not assign or transfer its rights and obligations under these conditions without the prior written consent of Cogni6. Cogni6 may assign these conditions in the context of a merger, acquisition or sale of its assets, subject to notifying the Client.

21.4. Waiver: The failure of Cogni6 to exercise or delay in exercising any right under these conditions does not constitute a waiver of that right.

21.5. Relationship of the parties: These conditions do not create any partnership, employment or agency relationship between the parties. Cogni6 and the Client are and remain independent parties.

21.6. Language: These conditions are drafted in French. In the event of a translation into another language, the French version prevails.

21.7. Notifications: Any notification required under these conditions must be made by email to the addresses provided by the parties upon registration or as subsequently updated.

22. Applicable Law and Dispute Resolution

22.1. Applicable law: These conditions are governed by and interpreted in accordance with the laws of Quebec and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

22.2. Mandatory mediation: In the event of a dispute arising from these conditions, the parties undertake to attempt in good faith to resolve the dispute through mediation within sixty (60) days of written notification of the dispute. Mediation shall be conducted in Quebec, in the French language, in accordance with applicable mediation rules.

22.3. Jurisdiction: Failing resolution through mediation, any dispute shall be submitted to the exclusive jurisdiction of the courts of the judicial district of Quebec City, Province of Quebec, Canada.

22.4. Provisional measures: Notwithstanding the foregoing, each party retains the right to seek provisional or conservatory measures from any competent court to protect its intellectual property rights, data or confidentiality.

23. Contact Information

Cogni6 inc.

134, chemin de la Tourterelle, Suite A, Stoneham-et-Tewkesbury, QC G3C 1N4

Email: francis@xpert6.ca

Website: www.xpert6.ca