Terms of Use

Grayson AI AGENT terms OF USE

GRAYSON AI INC. (“Grayson AI”, “we”, “our” or “us”) offers the Grayson AI Agent. The Grayson AI Agent must be accessed through integration with the software-based artificial intelligence assistance tool provided by Microsoft (“Copilot”).

PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND GRAYSON AI. THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. BY SIGNING UP FOR AN ACCOUNT, INSTALLING OR USING THE GRAYSON AI AGENT, OR OTHERWISE USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS (INCLUDING THE LINKED DOCUMENTS REFERRED TO IN THESE TERMS), AS REVISED FROM TIME TO TIME. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES. IF YOU ARE DISSATISFIED WITH THESE TERMS OR ANY OTHER TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF THE GRAYSON AI AGENT, AND ALL OTHER ASPECTS OF THE SERVICES. YOU REPRESENT THAT YOU ARE AT LEAST THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION. IF YOU ARE USING THE GRAYSON AI AGENT OR THE SERVICES ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” WILL REFER TO SUCH ORGANIZATION. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE GRAYSON AI AGENT OR THE SERVICES.

These Terms are effective at the earlier of the date (a) you click to accept these Terms, or (b) you first sign up, install, or use the Grayson AI Agent or the Services. You acknowledge the Grayson AI Privacy Statement (the “Privacy Statement”) located at Privacy Policy, as revised from time to time, and you consent and agree to our collection, use and disclosure of personal information as described in the Privacy Statement.

By agreeing to these Terms, you represent and warrant to use the Grayson AI Agent and the Services in compliance with the terms and conditions governing your use of Copilot.

Definitions.

1. “Aggregated Statistics” means the data and information collected and transmitted data by Grayson AI regarding the functions, operations, activities, environment and use of the Grayson AI Agent by you which Grayson AI may use improve or otherwise modify the Grayson AI Agent and other products and services of Grayson AI, or for other business purposes.

2. “AI Models” means the artificial intelligence models, machine learning and large language models, weighting systems, algorithms, decision trees, specifications, parameters, methods, methodologies, techniques, procedures and processes used and created by Grayson AI and integrated within the Grayson AI Agent that are not provided by Copilot.

3. “Grayson AI Agent” means Grayson AI’s proprietary artificial intelligence/machine learning agent operating through Copilot that allows you to clean, detect anomalies, forecast, and explain industrial time-series data to improve operations and performance from queries submitted, including any updates or derivatives works, if any, and including the AI Models, any supplemental software code, object code, large language models, algorithms, weightings, documentation, or other materials provided to you and any and all intellectual property rights in relation thereto.

4. “Confidential Information” means all information, data, and financial information relating to the business, commercial strategies, pricing, personnel, customers, products, or services of a party (the “Discloser”) but excludes any information that the other party (the “Recipient”) proves (i) was lawfully in the Recipient’s possession before receiving it from the Discloser; (ii) is provided in good faith to the Recipient by a third-party without breaching any rights of the Discloser or any other party; or (iii) is or becomes generally available to, or accessible by, the public through no fault of Recipient.

5. “Copilot” means your licensed instance of the software-based artificial intelligence assistance tool provided by Microsoft, designed to generate content, perform tasks, and support users by processing inputs such as text, images, or other data.

6. “Model Outputs” means any reports, results, data, research, materials or other information generated by or resulting from use of the User Data with the Grayson AI Agent.

7. “Services” means your use of and access to the Grayson AI Agent.

8. “User Data” means all information, data and materials or any other content in any media and format submitted, provided, transmitted, or otherwise made available to Grayson AI by or on behalf of you during your use of the Services.

2. Registration and Access. You must by at least 18 years old to use the Services. You must register for a Grayson AI account to use the Services. You are responsible for maintaining the confidentiality of your username and password. You agree not to disclose your username or password to any third-party. Grayson AI may reject, or require that you change, your username or password. You represent and warrant to Grayson AI that you have not misrepresented any information that you have provided to Grayson AI in connection with your account. You are solely responsible for all activities that occur under your account. You shall abide by all applicable local, provincial, national and foreign laws, treaties and regulations in connection with use of the Grayson AI Agent and the Services, including those related to data privacy, international communications and the transmission of technical or personal information. If you become aware of any unauthorized use of your account, you must notify Grayson AI immediately. It is your responsibility to update or change your account information, as appropriate.

3. Not Professional Advice. While the Grayson AI Agent has been developed for industrial time-series analysis, you acknowledge and agree that use of the Grayson AI Agent and the Model Outputs do not constitute professional advice in any capacity, including without limitation a technical, medical, legal, regulatory, financial or accounting capacity and that you remain exclusively responsible for providing all regulatory or professional advice, where applicable. Such information is not intended to be, and is not a substitute for, professional advice or judgment in any capacity, including without limitation a technical, medical, legal, regulatory, financial or accounting capacity. Notwithstanding anything to the contrary contained herein, you acknowledge and agree that Grayson AI shall have no liability related to any failure by you or your employees, consultants, contractors, agents, or any other persons involved in the provision of professional advice who are authorized to access and use the Grayson AI Agent or Model Outputs, in association with you to exercise any professional, technical or regulatory judgment, advice or expertise. In the event that the Grayson AI Agent, Model Outputs or any other report, information or data generated by the Grayson AI Agent is used in connection with any professional advice in any capacity, or in any business or industry that does not relate to industrial time-series analysis, you do so at your own risk and your own accord, and agree to accept all responsibility and liability in connection therewith.

4. Your Privacy and Personal Information. For a summary of how Grayson AI collects, uses and discloses personal information, please see Privacy Policy.

5. License. Grayson AI grants you a revocable, limited, non-exclusive, royalty-free, non-transferable, non-sublicensable license to use and access the end user functionality of the Grayson AI Agent integrated with your licensed instance of Copilot, the Services, in each case subject to and conditional on your continued compliance with the terms and conditions of these Terms. All content, functionality and features available through the Grayson AI Agent is owned by Grayson AI and its licensors.

6. Use Restrictions. You shall not: (i) reverse engineer, de-compile, hack, disable, disrupt, interfere with, disassemble, copy, decrypt, reassemble, supplement, translate, adapt or enhance Grayson AI Agent, the AI Models or any services related to the foregoing, including any hardware or software used to provide the Grayson AI Agent or any markings of Grayson AI’s proprietary rights; (ii) upload to or transmit to Grayson AI Agent any content or anything else that (if reproduced, published, transmitted or used) may violate any law including intellectual property, privacy or other laws, or give rise to civil or other liability; (iii) upload to or transmit from Grayson AI Agent any data, file, software or link that contains or redirects to a virus, Trojan horse, worm or other harmful component; (iv) access or use Grayson AI Agent in order to build a competitive product or service or to benchmark with a non-Grayson AI product or service; (v) interfere with Grayson AI Agent or any third-party’s use of Grayson AI Agent or authorize or encourage any third-party to do any of the above; (vi) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer or otherwise make available Grayson AI Agent to any third-party; (vii) frame or mirror any part of the Services or otherwise incorporate any portion of Grayson AI Agent into any product or service; or (ix) inaccurately represent that Model Outputs were human-generated.

7. Grayson AI Proprietary Rights.

7.1 Grayson AI IP. Grayson AI has and will retain exclusive title to and ownership of the Grayson AI Agent, the AI Models, and the Aggregated Statistics, all improvements, customizations and enhancements of the foregoing, and all related intellectual property rights therein (collectively, the “Grayson AI IP”). Except as expressly granted herein, no right, title or interest is granted to you in the Grayson AI IP. To the extent applicable, you assign and transfer and agree to assign and transfer and cause any employee, affiliate or contractor to assign and transfer to Grayson AI all such right, title and interest, worldwide, including all intellectual property rights, in such Grayson AI IP, and you shall unequivocally waive, and shall cause each of its employees, affiliates and contractors to unequivocally waive, any moral rights in and to the works comprised in such Grayson AI IP. The Grayson AI Agent may contain or be provided together with free or open-source software. Notwithstanding the foregoing, each item of free or open-source software contained or provided with the Grayson AI Agent is subject to its own applicable license terms, which can be found in the applicable help, notices, about or source files as required by the terms of the applicable open-source license. Copyrights to the free and open-source software are held by the respective copyright holders indicated therein.

7.2 Trademarks. Certain names, graphics, logos, icons, designs, words, titles and phrases on the Grayson AI Agent including “Grayson AI” may constitute trademarks, trade-names, trade dress and/or associated products and services of Grayson AI or its affiliates (the “Marks”), and are protected in Canada and internationally and their display on the Grayson AI Agent or the Model Outputs does not convey or create any licence or other rights in the Marks. Any use of any of the Marks, in whole or in part without prior written authorization of Grayson AI or such third-party is strictly prohibited. Other trademarks, trade names, trade dress and associated products and services mentioned on the Grayson AI Agent, the Model Outputs or otherwise through the Services, may be the trademarks of their respective owners. The display of these trademarks, trade names, trade dress and associated products and services on the Grayson AI Agent or the Model Outputs does not convey or create any licence or other rights in these trademarks or trade names. Any unauthorized use of them is strictly prohibited.

8. Aggregated Statistics. You acknowledge that the Aggregated Statistics form part of the Grayson AI IP and that Grayson AI retains all right, title and interest in and to the Aggregated Statistics. Grayson AI may, in its sole discretion, provide you with access to certain of the Aggregated Statistics from time to time. In the event Grayson AI provides you with access to any Aggregated Statistics, Grayson AI grants to you a revocable, non-exclusive, non-transferable license to use the Aggregated Statistics.

9. User Data.

9.1 Ownership. Between you and Grayson AI, you are the owner of and have exclusive rights, title and interest in and to the User Data now and in the future on a worldwide basis. You grant to Grayson AI a non-exclusive, royalty-free, fully paid-up, worldwide license to copy, reproduce, modify, develop, access, collect, store and use the User Data as necessary to: (i) provide the Services to you; (ii) to generate Aggregated Statistics and (iii) to create, develop, modify, update, and train the AI Models. You will ensure Grayson AI’s permitted use of any User Data will not violate the rights of any third-party, including any intellectual property right, privacy right, or any right under contract. As between Grayson AI and you, you are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of the User Data.

9.2 Responsibilities and Restrictions. You are exclusively responsible for all matters related to User Data, and you represents and warrants that: (i) the User Data does not infringe, violate or misappropriate any third-party intellectual property or privacy rights, or any other rights granted under applicable law or contract; (ii) the User Data is accurate, complete and without errors; (iii) you are the sole owner of the User Data or have the necessary and required consents, licenses, permits, permissions, releases, clearances, and rights to use, display, process, share, post, upload and transfer the User Data pursuant to these Terms; (iv) the User Data does not contain any illegal, defamatory, denigrating, demeaning, obscene, profane, or offensive material or content, except in pursuit of valid research purposes, and does not otherwise violate applicable laws; or (v) the User Data does not contain any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data. If Grayson AI, in its sole absolute discretion, forms the view that any User Data violates this Section 9.2, then Grayson AI reserves the right to remove such User Data and take such other action as Grayson AI deems necessary to protect the integrity and operation of the Grayson AI Agent. Any costs associated with such removal may be charged by Grayson AI to you. Grayson AI shall notify you of any removal of User Data under this Section 9.2 as soon as reasonably possible.

9.3. Feedback. You may provide feedback, suggestions, recommendations, and corrections to Grayson AI about the Services and other Grayson AI products and services or otherwise in connection with the Agreement, including by responding to surveys and questionnaires (“Feedback”). You grant to Grayson AI and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use the Feedback without restriction, or compensation to you. Grayson AI will not utilize the Feedback in a form that will not personally identify you.

10. Model Outputs. As between Grayson AI and you, any reports, results, data, research, materials or other information generated by or resulting from use of the User Data with the Grayson AI Agent, together with any intellectual property rights therein, will be owned by you. To the extent any such intellectual property and proprietary rights vest in Grayson AI under applicable laws upon creation of the Model Outputs, Grayson AI hereby assigns and transfers and agrees to assign and transfer and to cause any employee, affiliate or contractor to assign and transfer to you all such right, title and interest worldwide, including all intellectual property rights, in such Model Outputs, and shall cause each of its employees, affiliates and contractors to waive their respective moral rights in and to the works comprised in such Model Outputs. Grayson AI will have a limited, royalty free, paid up, non-exclusive, non-transferable, non sublicensable license to use, modify and access the Model Outputs. Notwithstanding the foregoing, Grayson AI: (i) expressly disclaims and provides no representations, warranties or covenants in relation to the Model Outputs, or use thereof, including any and implied warranties and conditions of fitness for a particular purposes, merchantability, non-infringement, title, completeness or accuracy; and (ii) Grayson AI will have no liability or indemnification obligations for any loss, harm, damage or claim arising out of or in connection with the Model Outputs, except for that caused by the gross negligence, wilful misconduct or fraudulent representations or actions of Grayson AI.

11. Termination and Suspension. You may stop using the Services at any time. Grayson AI may suspend, terminate or limit (in Grayson AI’s sole discretion) your access or use of the Grayson AI Agent without notice to: (i) prevent damage to Grayson AI’s system or the Grayson AI Agent; (ii) comply with any law or governmental request or order; (iii) protect Grayson AI or others from harm, and Grayson AI will notify you of such action as soon as reasonably practicable; or (iv) at the request of Copilot. Grayson AI may restore your access to or use of the Grayson AI Agent when Grayson AI determines, acting reasonably, the event has been resolved. Grayson AI will not be responsible for any loss or damages of any kind suffered by you as a result of any limitation, termination or suspension.

12. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, GRAYSON AI EXCLUDES ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. GRAYSON AI SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY AND NONINFRINGEMENT, THAT THE GRAYSON AI AGENT, THE AI MODELS, THE MODEL OUTPUTS OR THE PILOT PROGRAM WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OR THAT GRAYSON AI AGENT OR THE PILOT PROGRAM WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, RELIABLE, COMPLETE, ERROR-FREE OR FREE OF VIRUSES, NOR DOES GRAYSON AI WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET OR NETWORKS OR SYSTEMS PROVIDED BY YOU OR ANY THIRD-PARTIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GRAYSON AI OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. GRAYSON AI DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO ANY CONTENT GENERATED OR OTHERWISE MADE AVAILABLE THROUGH GRAYSON AI AGENT OR USE THEREOF, INCLUDING BUT NOT LIMITED TO THE AI MODELS AND THE MODEL OUTPUTS. GRAYSON AI FURTHER DISCLAIMS ANY RESPONSIBILITY, LIABILITY, DAMAGES, LOSSES OR CLAIMS ARISING FROM OR CONNECTION WITH COPILOT, OR ANY OTHER PRODUCTS, SERVICES, SOFTWARE, HARDWARE, DATABASES, NETWORKS, SYSTEMS, EQUIPMENT OR TECHNOLOGY PROVIDED BY YOU, MICROSOFT OR ANY OTHER THIRD-PARTY.

13. LIMITATION OF LIABILITY. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF GRAYSON AI (AND ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS AND AGENTS, AND THE PROVIDERS THIRD-PARTY SERVICES) FOR ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) (COLLECTIVELY “LOSSES”) TO YOU RELATED TO THE GRAYSON AI AGENT, THE MODEL OUTPUTS, THE AI MODELS OR THE SERVICES, OR THESE TERMS, EXCEED THE LESSER OF (A) THE DIRECT DAMAGES SUFFERED BY YOU OR (B) $100.

14. NO CLAIM FOR CERTAIN DAMAGES. IN NO EVENT WILL GRAYSON AI (OR ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS OR AGENTS, OR THE PROVIDERS THIRD-PARTY SERVICES) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF REVENUE, SAVINGS, INCOME, BUSINESS, PROFIT, GOODWILL OR REPUTATION WHATSOEVER BASED ON ANY LEGAL THEORY (INCLUDING TORT OR NEGLIGENCE), AND EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

15. Some Disclaimers, Exclusions or Limitations May Not Apply. In some circumstances, applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages. Solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.

16. Indemnity. You will indemnify and hold Grayson AI (and Grayson AI’s directors, officers, employees, partners, suppliers and agents) harmless from all Losses arising from your use of the Grayson AI Agent or the Services or your breach of any of these Terms, and from all Losses resulting from any User Data, or use thereof by Grayson AI.

17. Third-Party Services. The Grayson AI Agent and other Services may allow you to access and use services provided by third parties, including Copilot (“Third-Party Services”). Your dealings with the provider of any Third-Party Services are solely between you and the provider. Use and access of any Third-Party Services are governed by separate terms, conditions and agreements, and Grayson AI is not a party to such agreements. You are responsible for all fees and taxes that may be charged for the use of Third-Party Services. Grayson AI makes no representations or warranties with respect to, nor does it guarantee or endorse, any Third-Party Services. Grayson AI does not guarantee the continued availability of Third-Party Services, and Grayson AI may disable a Third-Party Service in Grayson AI’s sole discretion. You use any Third-Party Services at your own risk. Accordingly, Grayson AI expressly disclaims responsibility and liability for all Third-Party Services, and you agree that Grayson AI shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of your use of Third-Party Services. If you have any issues with a Third-Party Service, you must contact the provider of the Third-Party Service directly.

18. Amendments. Grayson AI reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time. If you disagree with any amendments at the time they are made aware to you, either by email or through the Grayson AI Agent, you may refuse the amendments and cease using the Grayson AI Agent and the Services. There will be no cost or penalty for doing so. If you continue to access or use the Grayson AI Agent or Services, you thereby agree to the amended Terms. You agree to review these Terms regularly to determine your rights and responsibilities.

19. Class Action Waiver. Any proceedings to resolve or litigate any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Grayson AI Agent, the AI Models, the Model Outputs, or the Services, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, will be conducted solely on an individual basis. Neither you nor Grayson AI will seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then this section will not apply to those parts.

20. Export Controls. These Terms are expressly made subject to any laws, regulations, orders or other restrictions on export from the United States of America (U.S.) or Canada of the Grayson AI Agent, the AI Models, the Model Outputs and the Services, or any information about any of them, which may be imposed from time to time by the governments of the U.S. or Canada. You shall not export the Grayson AI Agent, the AI Models, the Model Outputs or the Services, or any information about any of them without the prior written consent of Grayson AI and compliance with such laws, regulations, orders and other restrictions. You represent and warrant that (a) you are not located in a country that is subject to a U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country, and (b) you are not listed on any U.S. or Canadian government list of prohibited or restricted parties.

21. Governing Law. These Terms shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law principles.

22. General. If any provision of these Terms is unlawful, void, or unenforceable, then that provision shall be deemed severed from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions. All rights and remedies of Grayson AI granted or recognized in these Terms are cumulative, are in addition to and not in substitution for any rights or remedies at law, and may be exercised at any time and from time to time independently or in any combination. In these Terms (a) references to currency are to the lawful money of Canada, and (b) “including” (and similar variations) means including without limitation. These Terms, together with any additional service terms presented on the Grayson AI Agent (“Additional Service Terms”) represent the entire agreement between you and Grayson AI with respect to use of the Grayson AI Agent and Services, and they supersede all prior or contemporaneous terms, agreements, communications and proposals, whether electronic, oral, or written between you and Grayson AI with respect to any of the foregoing. Failure by Grayson AI to insist on strict performance of any of the terms or conditions of these Terms or any Additional Service Terms will not operate as a waiver by Grayson AI of that or any subsequent default or failure of performance. Grayson AI’s affiliates, Grayson AI’s directors, officers, employees, partners, suppliers, and agents are third-party beneficiaries of the sections titled “Disclaimer”, “Limitation of Liability”, and “Indemnity”. Microsoft is a third-party beneficiaries of these Terms. There are no other third-party beneficiaries of these Terms. You may not assign these Terms without the prior written consent of Grayson AI. Grayson AI may assign these Terms without restriction. These Terms will enure to the benefit of and will be binding on you and Grayson AI and your and its respective successors and permitted assigns.