These terms of service and all materials and links referred to herein (the “Agreement”) are a binding contract entered into by and between you (“Customer” or “you”/”your”) as identified in an applicable Order and Boast (as defined under this Agreement) (“Boast” or “we”/”us”/”our”) Collectively, you and Boast are each a “Party” and together are the “Parties”. The Parties hereby agree to abide by and comply with the terms and conditions of this Agreement.
“You” means the entity that you represent in accepting the terms of this Agreement. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, “you” and “your” will refer to that company or other legal entity.
Other definitions of terms used in this Agreement are set forth in Appendix A at the end of this Agreement.
1. Acceptance
This Agreement governs your access to, and use of, the Services and offerings further identified in an applicable Order. It captures Boast’s engagement to assist the Customer in preparing and submitting to the Canada Revenue Agency (“CRA”) or to the Internal Revenue Service (the “IRS”), as applicable, an investment tax credit (“ITC”) claim for the Scientific Research & Experimental Development (“SR&ED”), or Research & Experimentation Tax Credit (“R&D Tax Credit”) expenditures available with the applicable tax authorities.
By mutually executing one or more Orders with Boast or by accessing or using the Services, you have indicated that you understand this Agreement and accept all of its terms.
You represent and warrant that (i) you have full legal authority to bind your organization to this Agreement; (ii) you have read and understand the terms of this Agreement; and (iii) you agree to the terms of this Agreement on behalf of the Party you represent. Each time that you access or use Boast’s website or Services you signify that you have read, understand, and agree to be bound by the terms of this Agreement. If you do not agree to these terms, you must discontinue using our website and Services.
For information about how Boast collects, uses and discloses personal information, please review our Privacy Policy, as amended from time to time. Boast’s Privacy Policy is hereby incorporated into and made a part of this Agreement by this reference.
2. Provision and Use of Services
2.1 Provision of Services. Subject to your compliance with the terms and conditions of this Agreement, during the Term (as defined below) Boast will provide you with the Services, and you may access and use the Services solely for your internal business purposes within the usage limits specified for each applicable Order.
2.2 Authorized Users. The Services may only be accessed and used by your employees and independent contractors that you authorize (“Authorized Users”). The log-in credentials for each Authorized User are for a single individual only and cannot be shared or used by more than 1 person. You are responsible for all actions taken under an Authorized User’s account and under your organization’s account. You agree to immediately notify Boast of any suspected or actual unauthorized use of the Services of which you become aware.
2.3 Restrictions. You, on behalf of yourself and your Authorized Users, agree not to: (1) copy, modify, alter, decompile or reverse engineer the Services (including the business practices, source code, object code, and underlying structure and algorithms thereof); (2) resell or otherwise make the Services available to any third party; (3) use the Services either directly or indirectly to support any activity that is illegal or that violates the proprietary rights of others; (4) interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services); (5) deactivate, impair, or circumvent any security or authentication measures of the Services; (6) use the Services or their outputs to train, calibrate, or validate, in whole or in part any other systems, programs or platforms, or for benchmarking, software-development, or other competitive purposes; or (7) permit any third parties to do any of the above. You are responsible for the use of the Services by your Authorized Users and their compliance with this Agreement, and agree that any breach of this provision would result in irreparable harm to Boast.
2.4 Your Responsibilities.
Our role will be to prepare technical reports with assistance from you and your representatives, while you retain the ultimate responsibility of the such reports. A senior member of your organization or investment staff should approve any report before submission to the tax authorities. The Customer is responsible for the preparation of the required forms and filing of the tax return(s).
As part of the Services, Boast may suggest tax credits, tax refunds or tax rebates, incentive programs, promotions, benefits, Claims or other projects you may qualify for and wish to apply for, and/or participate in. You acknowledge and agree that it is your decision, in your sole discretion, whether to apply for, and/or participate in, any such programs, and you are solely responsible for any impact your application for, or participation in, such projects or Claim may have on your business, employees, customers, or partners.
To ensure the success of our Services, you agree to:
Provide Access to Tax Authority Accounts: Upon signup, provide prompt access to your relevant tax authority accounts to allow us to provide the Services.
Provide Accurate Information: Give us complete and accurate information relevant to your tax claims. Upon request, provide prompt access to your tax accounts for our review.
Report Notices from Tax Authorities: Notify us within 5 working days of receiving any notices of assessment or reassessment from tax authorities.
Collaborate on Technical Reports: Work with us to prepare technical reports, but remember, you have the final responsibility for their accuracy.
Approve Reports: Have a senior member of your team approve reports before submitting them to tax authorities.
File Tax Returns: Prepare and file your tax returns independently. This is your responsibility.
Decide on Participation in Tax Programs: We may suggest tax programs you qualify for. However, the decision to apply and any consequences for your business are solely your responsibility.
Cooperate and Meet Deadlines: Follow our instructions and timelines to maximize your chances of success. You must participate in good faith, as determined by Boast.
File Complete Tax Returns on Time: Meet all filing deadlines. Boast is not responsible if you miss a deadline or file incompletely and your claim is rejected. You remain obligated to pay Boast according to the agreed-upon schedule.
Understand Boast’s Role: We provide guidance but do NOT offer investment, legal, accounting, or tax advice.
Deadlines and Obligations Unaffected by Extensions: If you extend your tax filing deadline, you must still repay any Funding Advance according to the original schedule, regardless of when you receive tax credits or other benefits.
Secure Data Sharing: All data must be shared and uploaded through the secure channels provided by the Boast Platform. You must not send personal or sensitive information via unsecured or unencrypted methods, such as email.
2.5 Nature of Services. Where Boast assists you in the preparation of a complete technical report for submission relating to your tax credit and/or claim, our engagement cannot be relied on to uncover errors or irregularities in the underlying information incorporated in the tax return, should any exist. However, we will inform you of any such matters that come to our attention.
Boast cannot guarantee that the tax authorities will accept the Customer’s research & development activities as qualifying activities, or that they will approve all the Customer’s claimed expenditures as qualifying expenditures. However, the claims and reports will be prepared based on Boast professional judgment and software tooling in order to optimize the likelihood that the identified activities constitute qualifying activities and that all the appropriate costs relating to those activities have been identified. Notwithstanding any other provision of this Agreement, in no event will you have any right to a full or partial refund of any Claim Fees if all or part of the Estimated Claim Value or if our estimate in the tax documents we provide to you to assist you with your tax filings is not sustained by any applicable tax authority, court, or other governmental/regulatory body.
2.6 Third Party Services. If you choose to grant a Third-Party Service any access to your Boast account, you are solely responsible for that Third-Party Service having access to your data and connections contained therein, and for any/all actions that the Third-Party Service may take on behalf of your Boast account. Your use of any Third-Party Services is subject to the terms applicable to such Third-Party Service.
The Services may provide access to third party websites, services, and software. Your use or interaction with any such websites, services, or software is entirely at your own risk. Boast does not control such third parties, websites, services, or software. Boast is not responsible or liable for any loss or damage of any kind incurred by you or anyone else as the result of interactions or dealings with such third parties, websites, services, or software. In the event that Boast does become liable, the limitations set out in this Agreement will also apply with respect to any damages incurred by reason of any website, services, software, or content provided by any third party and received by you.
2.7 Platform. Boast will use commercially reasonable efforts to make the Services available. Boast does not guarantee 24×7 availability of the Services (or any part of it). Customer acknowledges that the Services will be unavailable during: (i) downtime and scheduled upgrades; and (ii) unavailability caused by circumstances beyond Boast’s reasonable control, including Force Majeure Events (as defined below).
2.8 Updates and Scheduled Downtime. Boast may update any aspect of the Services at any time in its sole discretion, provided however, that no such update will result in a material diminution of the functionality of the Services. Boast may schedule downtime for maintenance and upgrades to the Services without prior notice, but will use reasonable efforts to provide advance notice where practicable.
2.9 Responsibility for Data Storage and Backup. Customer is solely responsible to back up all Customer Data on Customer’s local system, including all data, files and records that Customer submits to or receives from Boast. Boast is not responsible for back ups and does not promise that the Services perform regular data backups. Any Customer Data collected by Boast will only be accessible to Customer during the term of this Agreement and for a period of 30 days following the termination of this Agreement, upon request.
2.10 Internet Security Disclaimer. Customer acknowledges and agrees that Boast exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity to the Services. Customer acknowledges that the Internet is inherently risky, and Customer assumes responsibility for its access to and use of the Services over the Internet.
2.11 Subcontractors. Customer acknowledges and agrees that Boast may retain the services of independent consultants, providers, or contractors (“Subcontractors”) from time to time to provide, or to assist Boast in providing, the Services. Any Subcontractors used by Boast to provide the Services shall remain under the direction and control of Boast, and Boast shall be fully and personally liable for all acts or omissions of the Subcontractors.
3. Customer Data.
3.1 Customer Data. As between you and Boast, you control all right, title and interest in and to your Customer Data. You hereby grant to Boast a non-exclusive license to access, process, use, copy, modify, create derivative works based on, and distribute your Customer Data to provide the Services, including through affiliated entities and third-party service providers, to you and your Authorized Users. You are solely responsible for the content of your Customer Data. You represent and warrant that (1) you have, and will continue to have, during the term of this Agreement, all necessary rights, authority and licenses for the access to and use of your Customer Data as contemplated by this Agreement and the software and systems on or through which you have requested us to provide services; and (2) Boast’s use of the Customer Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligation between you and any third party. The Data Processing Addendum set forth in Appendix B is hereby incorporated herein by reference.
3.2 Security; Backup. Boast will maintain (and will require its third-party service providers to maintain) reasonable administrative, physical and technical safeguards intended to protect the Customer Data against accidental loss and unauthorized access or disclosure, in accordance with applicable industry standards. Boast will follow its standard archival procedures for Customer Data. In the event of any loss or corruption of Customer Data, Boast will use its commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Boast. Boast will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by you or by any Authorized User or third party. Boast’s efforts to restore lost or corrupted Customer Data pursuant to this Section will constitute Boast’s sole liability and your sole and exclusive remedy in the event of any loss or corruption of customer data in connection with the Services.
4. Fees & Payment.
4.1 Fees.
- Claim Fees. You will pay the fees and charges stated in each Order for use of the Services with respect to each Claim (“Claim Fees”) for each taxation year. The Claim Fee for each Claim will be specified in the applicable Order and is payable and charged in accordance with each Order. The Order may also include success fees or supplemental fees for additional services provided during the Term.
- Upfront Payment: A portion of the Claim Fees may be required as an upfront payment upon signing the Order. This upfront payment reflects Boast’s immediate commencement of work to prepare and file your Claim. It is a non-refundable commitment fee for the initiation and preparation of your Claim and is not contingent on the filing or approval of the final Claim. Any upfront payment is due and payable upon signing the Order and is not subject to refund or offset under any circumstances, including, but not limited to, your decision not to file the final Claim, cessation of business operations, or any change in ownership or control.
- Platform Fee. Boast may charge a non-refundable annual fee for access to its cloud-based platform, software tools, and analytics offerings (“Platform Fee“). If this fee applies to your services, it will be specified in the applicable Order. The Platform Fee amount, due date, and payment terms will also be included in the Order.
4.2 Payment Terms.
- Invoicing. All invoices are payable upon receipt. Accounts unpaid 15 days after the invoice date will bear interest at 18% per annum, or the maximum amount permitted by law, calculated and compounded monthly. All amounts are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). You are responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made to us, other than any taxes based on Boast’s net income. Taxes you are responsible for include, but are not limited to, sales tax, VAT, and any property tax related to your business. Additionally, you agree to pay or reimburse any costs (including attorney’s fees) Boast incurs to collect overdue payments from you.
- Non-Refundable Fees. All Fees, including any upfront payment, are non-refundable and are owed for the value and work provided by Boast from the moment you sign up for the Services, regardless of the outcome of the Claim or any changes in your business status.
4.3 Preliminary Non-Binding Estimates. Upon your signing up for a Claim Service, Boast may present to you a preliminary estimate or target of the tax credits, tax refunds, saving benefits and any cash advances you may be eligible for. Any such estimates are non-binding and subject to revision.
4.4 Fee Calculation for Tax Credit Claims. The Claim Fees for each Claim will be calculated as a percentage of the value of the actual tax credit approved by the relevant tax authority for each Claim. The applicable percentage for calculating the Claim Fees for each Claim will be set forth on the applicable Order (the “Fee Percentage”).
You must provide to us all relevant notice(s) of assessment/reassessment within 5 working days of their issuance by a tax authority.
4.5. Funding Advances. As part of a Claim, Boast may provide a Funding Advance to qualified customers under its QuickFund program or a successor program. The cash advance amount that you may receive in connection with each tax credit Claim and the day that you will receive access to each Funding Advance will be specified in a separate agreement.
You will be responsible for paying back the Funding Advance for each Claim based on the payback schedule for such Funding Advance mutually agreed to between you and Boast. In the event this Agreement is terminated or cancelled, any outstanding Funding Advance amounts will become immediately due and payable, unless otherwise governed by the terms of the separate Funding Advance Agreement.
4.6 Fee Dispute Resolution.
- Informal Resolution. If you have a question or concern about the Fees charged, please contact our team at [email protected]. We will work with you in good faith to address your concern and seek a mutually agreeable resolution.
- Escalation. If the informal resolution process is unsuccessful within fifteen (15) business days, either party may request mediation by a mutually agreed-upon third-party mediator. The cost of mediation will be shared equally by the parties.
- Binding Determination: If mediation fails to resolve the dispute within thirty (30) days, the dispute may be submitted to binding determination by a neutral third party. The determination process will be a low-cost, quick process suitable for our business: e.g., small claims court, online dispute resolution platform, or a single arbitrator through a less formal process than the full arbitration clause.
- Determination of Dispute Suitability. If a dispute is not suitable for the informal or mediation process in Boast’s sole discretion, the dispute will be addressed using the process described in the section labelled “Dispute Resolution and Arbitration,” if Boast determines, in its reasonable discretion, that the issues involved make it unsuitable for informal resolution or mediation.
5. Term and Termination.
5.1 Term and Renewals. This Agreement shall be for a fixed term as agreed upon by both Parties and described in an applicable Order (the “Term”). At the end of the fixed Term, this Agreement shall be renewed automatically on the same terms, unless either Party notifies the other party of its intention not to renew no later than ninety (90) days prior to the expiration of the then-current Term. Orders will specify services, pricing, and other terms specific to the engagement. If an Order does not specify its own renewal terms, it will automatically renew for successive one-year periods (“Renewal Terms“) unless either Party submits a written termination notice at least ninety 90 days before the end of the then-current Term or Renewal Term. If an Order specifies different renewal terms, those Order-specific terms will govern. Boast will endeavor to contact you before the expiry of an Order’s Term or Renewal Term to discuss any changes, but failure to do so will not impact the renewal or termination of the Agreement or of an Order according to their respective terms. Prices included in individual Orders are subject to change at the beginning of any Order Renewal Term. Individual Orders may also contain specific terms regarding other matters. If an Order has such terms, those Order-specific terms will supersede the general provisions of this Agreement.
5.2 Termination for Breach. Each party will have the right to terminate this Agreement if the other party breaches this Agreement and fails to cure such breach within 10 business days after written notice thereof.
5.3 Effects of Cancellation. If you cancel any tax credit Order, you will be required to pay in full the amount of any Funding Advance provided in such Order within 30 days after cancellation.
5.4 Early Termination Fee. In the event the Customer wishes to terminate this Agreement or an active Order prior to the end of the Term, the Customer agrees to pay Boast the pre-determined termination compensation fee described in the Order for each year remaining on the Term (the “Early Termination Fee”). This amount takes into account: (1) any discount provided to the Customer for agreeing to a multi-year term, calculated as the difference between the discounted fee and the standard fee that would have applied without such discount, for the period of the agreement that has been in effect, and (2) the reasonable return Boast would have realized over the remainder of the Term. This fee also compensates Boast for its commitment of resources based on the agreed Term and for the lost opportunity to engage with other Customers. The Parties agree that the Early Termination Fee is not a penalty but rather is an amount of liquidated damages, being an amount the Parties reasonably believe represent the amount of loss or damages that would be incurred in the event of an early termination, or a lesser amount. The Early Termination Fee shall be due and payable within thirty (30) days of the termination date.
5.5 Additional Remedies. Without limiting other available remedies, Boast reserves the right to suspend or disable your and your Authorized Users’ access to the Services if any undisputed amounts payable under this Agreement become more than 30 days past due. Boast also reserves the right to suspend or disable access to the Services if Boast determines (in its sole discretion) that: (1) your or any Authorized User’s use of the Services disrupts, harms, or poses a security risk, or may cause harm, in each case to Boast, the Services or any third party; or (2) you or any Authorized User has used, or is using, the Services in breach of this Agreement.
5.6 Effect of Termination. Upon any expiration or termination of this Agreement, your (and your Authorized Users’) right to access and use the Services will automatically terminate. Boast will have no liability for any costs, losses, damages, or liabilities arising out of or related to Boast’s exercise of its termination rights under this Agreement. Any payment obligations as of the expiration or termination will remain in effect. All Sections of this Agreement which by their nature should survive termination will survive termination, including accrued rights to payment, confidentiality obligations, proprietary rights, indemnification, warranty disclaimers, content licenses, and limitations of liability.
5.7 Termination by Boast. Boast reserves the right to terminate this Agreement or any active Order at any time by providing the Customer with thirty (30) days’ prior written notice. Boast may terminate this Agreement or any active Order immediately and without prior notice in the event of a material breach of this Agreement by the Customer. In the event of termination by Boast, whether for convenience or for default, Boast will refund any unearned fees paid in advance by the Customer, prorated for the period of the Term remaining after the effective termination date. For the purposes of this section, a “material breach” includes, but is not limited to: 1. Failure to make any required payments when due; 2. Engaging in fraudulent, misleading, or harmful activities, or any other behaviour of a similar nature; or 3. Any other breach that is not cured within 10 business days of written notice.
6. Confidentiality and Your Data.
6.1 General. Each party understands that the other party may need to disclose certain non-public information relating to the disclosing party’s business that is marked or identified as “confidential” at the time of disclosure, or that is described in this Agreement as confidential (“Confidential Information”) in connection with the use and/or performance of the Services. Customer Data is your Confidential Information. Boast Confidential Information includes the non-public portions of the Services and any related documentation and pricing information of Boast. During the term of this Agreement and for three (3) years thereafter, each party agrees to take reasonable precautions to protect the disclosing party’s Confidential Information from unauthorized disclosure, not to use such Confidential Information except as authorized or as necessary to perform its obligations under this Agreement, and to not disclose (without the disclosing party’s prior authorization, including any such authorization given under this Agreement) to any third person any such Confidential Information (other than on a need to know basis to the receiving party’s employees, consultants and service providers who are subject to confidentiality obligations that are at least as protective of the disclosing party’s Confidential Information as this Agreement), or as specifically permitted under this Agreement. Confidential Information does not include any information that the receiving party can show: (1) through no fault of the receiving party, is or becomes generally available to the public, (2) was in its possession or was known prior to receipt from the disclosing party, (3) was rightfully disclosed to it without restriction by a third party, or (4) was independently developed without use of any Confidential Information of the disclosing party. For the avoidance of doubt, Confidential Information does not include any information regarding the tax treatment or tax structure of any transaction. The receiving party may disclose Confidential Information if the disclosure is necessary to comply with a valid court order or subpoena (in which case the receiving party will, unless prohibited by law or legal process, promptly notify the disclosing party and cooperate with the disclosing party if the disclosing party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or limit the nature or scope of the information to be disclosed). Upon request following termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy all copies of the disclosing party’s Confidential Information in its possession or control, except that the receiving party may retain a copy of the disclosing party’s Confidential Information to monitor its compliance under this Agreement and to comply with applicable regulatory requirements. For purposes of clarity, Boast may retain any de-identified information or Analytics Data generated using Customer Data.
6.2 Your Data: You retain ownership of your Customer Data, including Customer Data from your accounts with Third-Party Services that passes through the Services. By transmitting Customer Data through the Services, you hereby grant Boast a worldwide, non-exclusive, and limited term license to access, use, process, copy, store, distribute, perform, transmit, export, and display Customer Data and to access your account and your user’s separate subaccounts, as reasonably necessary: (i) to provide, maintain, operate, and update the Services and to provide support for the Services; (ii) to prevent or address service, security, support, or technical issues; or (iii) as required by law.
6.3 Generation of Anonymized Data: You expressly grant Boast the right to access, use, and manipulate Customer Data for the purpose of creating Anonymized Data in accordance with applicable laws and regulations.
6.4 Use of Anonymized Data and Improvements: Boast is authorized to use Anonymized Data for the purposes of: (i) ensuring the effective delivery and operation of the Services; (ii) enhancing, updating, or expanding any existing or future products or offering; and (iii) creating and improving algorithms, models, or other computational tools utilized in the services. Boast may also use Anonymized Data to operate, enhance, and improve Boast’s systems and proprietary technology, and to develop or commercialize Boast products or services through model training.
Despite any other provisions of this Agreement, Boast may collect, analyze, and use Usage Information to operate, enhance, improve, and develop Boast products or services, including through model training, and otherwise in connection with our business.
7. Proprietary Rights.
7.1 Boast Intellectual Property. As between Boast and you, Boast owns all worldwide right, title and interest in and to the Services, the Usage Data, and Analytics Data, including all Intellectual Property Rights therein. For purposes of this Agreement, “Intellectual Property Rights” means patent rights (including patent applications and disclosures), trademarks, copyrights, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.
7.2 Feedback. You may provide ideas, suggestions, or recommendations regarding the Services (“Feedback”). Boast welcomes Feedback. If you provide Feedback, we may use it without restriction or compensation to you.
8. Warranty.
THE SERVICES ARE PROVIDED AS “AS IS,” WITHOUT WARRANTY OF ANY KIND. BOAST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BOAST OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. BOAST DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED.
You assume sole responsibility and liability for results obtained from the use of the Services and for conclusions drawn from such use. Boast will have no liability for any claims, losses, or damages caused by errors or omissions in any Customer Data or any results produced by the Services based upon Customer Data.
9. Limitation of Liability.
IN NO EVENT WILL BOAST BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, WHETHER OR NOT FORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT BOAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. BOAST’S TOTAL AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE AMOUNTS PAID TO Boast BY YOU FOR THE SERVICES DURING THE 12 MONTH PERIOD PRIOR TO THE FIRST CLAIM FOR LIABILITY HEREUNDER.
The Parties agree that the limitations and exclusions contained in this Limitation of Liability Section and elsewhere in this Agreement will survive and apply even if any exclusive remedy specified in this Agreement is found to have failed of its essential purpose.
10. Boast AI Functions.
From time to time, Boast may include Boast AI Functions as part of the Services where you provide information (“Input”) and receive output generated and returned by the Boast Al Functions based on the Input (“Output”, and together with Input, “Al Content”). Other customers will not have access to improvements, enhancements, or models that display your raw Input or Customer Data that identifies you or your users or customers. Boast will keep your Input confidential in accordance with the “Confidentiality and Your Data” Section of this Agreement.
When you use such Boast AI Functions, as between the Parties and to the extent permitted by applicable law, you control the AI Content. You are solely responsible for your AI Content, including compliance with applicable laws and this Agreement. Other users providing similar Input to Boast Al Functions may receive the same or similar Output, but will not be able to see your Input. Responses received by other users are not your AI Content.
You understand and agree that any information obtained through using Boast AI Functions is at your sole risk. Do not rely on factual assertions in Output without independent fact-checking. Do not rely on designs, workflows/processes, or code in Output without independent review of functionality and suitability for your needs.
You may not use Boast AI Functions or Output: (1) to develop foundation models or other large-scale models that compete with Boast or the Boast AI Functions; (2) to mislead any person that Output from the Services was solely human-generated; (3) in a manner that violates any technical documentation, usage guidelines, or parameters; (4) to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision; or (5) in a manner that infringes, violates, or misappropriates any of our rights or the rights of any third party.
11. Indemnification.
You agree to indemnify and hold Boast and its licensors, suppliers, vendors, partners, and affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your violation of this Agreement, (b) any liens by third parties on your account, and (c) your use of the Services in any manner inconsistent with this Agreement.
12. Force Majeure.
Boast will not be in breach of this Agreement if its performance is prevented or delayed for circumstances beyond its reasonable control, including but not limited to acts of God, inclement weather, flood, lightning or fire, strikes or other labor disputes or industrial action, act or omission of government or other competent authority, terrorism, war, riot, or civil commotion, pandemic, unavailability of supply or power outage, hackers, viruses, disruption in transmission, or disruption in telecommunications services.
13. General.
Assignment and Successors: You may not assign or transfer this Agreement, or any rights or obligations granted hereunder, by operation of law or otherwise, without Boast’s prior written consent, and any attempt by you to do so, without such consent, will be void. Notwithstanding the foregoing, in the event of your acquisition, merger, consolidation, or any other form of restructuring or change in control, you shall ensure that the acquiring or surviving entity assumes all obligations under this Agreement, including the responsibility for payment of all outstanding and future invoices. Boast may freely assign this Agreement without your consent. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed email transmission. All notices or approvals will be sent to the addresses set forth in the applicable Order or to such other address as may be specified by either party to the other in accordance with this General Section.
The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both Parties.
If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect.
This Agreement, together with the Orders, is the complete and exclusive understanding and agreement between the Parties regarding its subject matter, and supersedes any and all prior or contemporaneous agreements, proposals, understandings or communications between the Parties, oral or written, regarding its subject matter, unless you and Boast have executed a separate agreement governing use of the Services.
Any terms or conditions contained in any purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Boast and will be deemed null.
The Parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
14. Modification of Terms.
We may modify the terms of this Agreement from time to time. Unless we indicate otherwise, modifications will be effective as of the date they are posted on this page or any successor page. Your continued use of a Service after the effective date of any modifications to the terms means that you agree to the Agreement as modified.
15. Boast Contracting Entity.
Where Customer should direct notices, what Law governs this Agreement, and which courts have exclusive jurisdiction will depend on the Boast contracting entity identified on the applicable Order. This Agreement will be construed in accordance with the applicable governing law below, without regard to choice or conflicts of law rules, and the Parties hereby consent to personal jurisdiction and venue therein. The Parties agree that this Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act (UCITA).
| Boast contracting entity: | Address for Notices: | Governing Laws: | Courts with jurisdiction: |
| Boast Capital LP | 333 Seymour Street, 8th Floor Vancouver, BC, V6B 5A6 | Province of British Columbia | Courts of British Columbia in the City of Vancouver |
| Boast Capital Inc. | PO Box 2449Blaine WA 98230 | State of Delaware | Courts of Delaware |
16. Dispute Resolution and Arbitration. In the event of any controversy or claim arising out of or relating to this Agreement, the Parties shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both Parties. If the Parties do not reach settlement within a period of sixty (60) days of either Party sending written notice of a dispute or controversy, any unresolved controversy or claim arising out of or relating to this Agreement shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The Parties will appoint a single arbitrator. Arbitration will take place in the city where the courts have jurisdiction according to the above table. All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.
17. Contact Information. If you have any questions regarding this Agreement, you may contact Boast at [email protected].
Last updated: April 1, 2024
Appendix A
Definitions
“Anonymized Data” refers to Customer Data or metrics that have been processed to remove or obscure any personally identifiable information, in such a way that the data cannot be reverse-engineered to identify the Customer or any individual. Anonymized Data may include information that was originally identifying but has been aggregated or anonymized such that it cannot be used to identify an individual or business, or has been segregated from other identifying information.
“Agreement” means this Customer Agreement, together with the Data Processing Addendum set forth in Appendix B.
“Boast AI Functions” mean Boast Services and capabilities that utilize artificial intelligence, machine learning, or similar technologies.
“Claim” means any Services we provide related to a tax credit, incentive, benefit, or any other program or project you are enrolled in.
“Customer Data” means any and all data provided and used by you in connection with the Services.
“Estimated Claim Value” means Boast’s estimate of the total value of tax credits or tax refunds, tax liability reductions, and other benefits and/or savings you will receive from any Claim prepared by Boast.
“Funding Advance” means a cash advance Boast may provide to you based on a number of factors, including your compliance with Boast’s underwriting process, and estimates of future benefits you will receive with respect to such Claim by using the Services.
“Order” refers to a document, electronic form, invoice, or other written or electronic communication issued by Boast and accepted by the Customer, which outlines the specific Services to be provided, such as quantity, price, delivery dates, and other relevant details. Acceptance may be indicated through a signature, payment, electronic confirmation, or use of the Services. This definition is intended to encompass various forms of agreement, including those not requiring a formal signature. Any Order is incorporated into and forms part of this Agreement.
“Services” means Boast’s cloud-based platform and services, and analytics offerings, as well as the associated time of Boast personnel who assist you in reviewing and applying for tax credits and incentive programs, and other benefits and services. Services also include technology provided by Boast, that are detailed on Boast’s website available located at: https://boast.ai/ or any successor page.
“Third-Party Services” means any third-party service, connection, site, platform, application, software, or integration that interoperates with the Services.
“Usage Information” means (a) analytics data, including metadata, relating to the provision, use, and performance of various aspects of the Services, Third-Party Services integrations, and related systems and technologies, including information concerning your use of the various Services and functionality offered by Boast, and analytics and statistical data derived therefrom (“Analytics Data”) and (b) configuration data, including field mapping/naming and actions, steps, and structures of workflows, tables, and interfaces (“Configuration Data”).
Appendix B
Data Processing Addendum
This Data Processing Addendum (“DPA”) forms part of the attached Customer Agreement (the “Agreement”) between you (“Customer”) and Boast.
1. Subject Matter and Duration.
1.1 Subject Matter. This DPA reflects the Parties’ commitment to abide by Data Protection Laws concerning the Processing of Customer Personal Data in connection with Boast’s performance of its obligations under the Agreement. All capitalized terms that are not expressly defined in this DPA will have the meanings given to them in the Agreement. If and to the extent language in this DPA conflicts with the Agreement, this DPA shall control.
1.2 Duration and Survival. This DPA will become legally binding upon its execution by both Parites. Boast will Process Customer Personal Data until the relationship terminates as specified in the Agreement. Boast’s obligations and Customer’s rights under this DPA will continue in effect so long as Boast Processes Customer Personal Data.
2. Definitions.
2.1 “Customer Personal Data” means Personal Data Processed by Boast on behalf of Customer.
2.2 “Data Protection Laws” means all applicable data privacy, data protection, and cybersecurity laws, rules and regulations to which the Customer Personal Data are subject.
2.3 “Personal Data” shall have the meaning assigned to the terms “personal data” and/or “personal information” under Data Protection Laws.
2.4 “Process” or “Processing” means any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.
2.5 “Security Incident(s)” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data attributable to Boast.
2.6 “Third Party(ies)” means Boast’s authorized contractors, agents, vendors and third-party service providers (i.e., sub-processors) that Process Customer Personal Data.
3. Data Use and Processing.
3.1 Processing Customer Personal Data. Boast and its Third Parties shall Process Customer Personal Data only as specifically authorized by this DPA, the Agreement, or any applicable Order.
3.2 Authorization to Use Third Parties. To the extent necessary to fulfill Boast’s contractual obligations under the Agreement, Customer hereby authorizes (i) Boast to engage Third Parties and (ii) Third Parties to engage sub-processors. The list of Boast sub-processors is available upon written request to the Customer Contact person described in your Order.
3.3 Boast and Third-Party Compliance. Boast agrees to enter into a written agreement with Third Parties regarding such Third Parties’ Processing of Customer Personal Data that imposes on such Third Parties data protection and security requirements for Customer Personal Data.
3.4 Personal Data Inquiries and Requests. Where required by Data Protection Laws, Boast agrees to provide reasonable assistance and comply with reasonable instructions from Customer related to any requests from individuals exercising their rights in Customer Personal Data granted to them under Data Protection Laws (e.g., access, rectification, erasure, data portability, etc.). If a request is sent directly to Boast, Boast shall notify Customer without undue delay.
3.5 Sale of Customer Personal Data Prohibited. Boast shall not sell Customer Personal Data as the term “sell” is defined by the CCPA. Boast shall not disclose or transfer Customer Personal Data to a Third Party or other parties that would constitute “selling” as the term is defined by the CCPA.
3.6 Data Protection Impact Assessment and Prior Consultation. Where required by Data Protection Laws, Boast agrees to provide reasonable assistance at Customer’s expense to Customer where, in Customer’s judgment, the type of Processing performed by Boast requires a data protection impact assessment and/or prior consultation with the relevant data protection authorities.
3.7 Demonstrable Compliance. Boast agrees to provide information that is reasonably necessary to demonstrate compliance with this DPA upon reasonable request.
3.9. Information Security Project. Boast agrees to implement commercially reasonable technical and organizational measures designed to protect Customer Personal Data consistent with Data Protection Laws.
3.10. Security Incidents. Upon confirming the existence of a Security Incident, Boast agrees to provide written notice without undue delay and within the time frame required under Data Protection Laws. Where possible, such notice will include all available details required under Data Protection Laws for Customer to comply with its own notification obligations to regulatory authorities or individuals affected by the Security Incident.
3.11. Audits. Where Data Protection Laws afford Customer an audit right, Customer (or its appointed representative) may, not more than once annually, carry out an audit of Boast’s Processing of Customer Personal Data by having Boast complete a data protection questionnaire of reasonable length. Any such audit shall be subject to Boast’s security and confidentiality terms and guidelines.
3.12. Data Deletion. At the expiry or termination of the Agreement, Boast will, upon Customer’s request, delete or return all Customer Personal Data (excluding any back-up or archival copies which shall be deleted in accordance with Boast’s data retention schedule), except where necessary to monitor compliance with surviving contractual provisions, or where Boast is required to retain copies under applicable laws or regulatory requirements, in which case Boast will isolate and protect that Customer Personal Data from any further Processing except to the extent required by applicable laws.
4. Processing Details.
Subject Matter: The subject matter of the Processing is the Services pursuant to the Agreement.
Duration: The Processing will continue until the expiration or termination of the Agreement.
Categories of Data Subjects: Data subjects whose Personal Data will be Processed pursuant to the Agreement.
Nature and Purpose of the Processing: The purpose of the Processing of Customer Personal Data by Boast is the performance of the Services.
Types of Customer Personal Data: Customer Personal Data that is Processed pursuant to the Agreement.
