Terms of Service

Luceryn (the “Service”) is a product of AQ Professional Services Inc. (“AQ”, “Luceryn”, “we”, “us”), a corporation incorporated in Ontario, Canada. These Terms of Service (the “Terms”), together with our Privacy Policy (incorporated by reference), form a binding agreement between AQ and you and, where applicable, the organization on whose behalf you use the Service (together, “you”).

You accept these Terms by doing any of the following: creating an account, checking the acceptance box at signup, signing in to the Service, or accessing or using the Service in any way. Each time you sign in or use the Service you reaffirm your acceptance of the Terms then in effect. If you use the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization and its affiliates, and “you” includes said organization. If you do not have that authority, or if you do not agree to these Terms, do not use the Service.

The Service is intended for business use by individuals at least 18 years of age. By using the Service you represent that you meet this requirement and have the full right and capacity to enter into this agreement.

“Customer Data” means the content your organization and its users submit to the Service: projects, plans, documents, contacts, tickets, messages, files, and similar material. “Authorized Users” means the individuals your organization adds to its workspace, including employees, contractors, and agents acting on its behalf; your organization is responsible for their acts and omissions. “Administrators” means Authorized Users your organization designates with workspace-management authority; AQ may rely on an Administrator's instructions as the instructions of your organization. “AI Output” means any content, analysis, score, recommendation, or other material generated by the Service's AI features.

Luceryn is a multi-tenant software-as-a-service platform for project, client, and service management, including AI-assisted features. We may add, change, or remove features over time; for a change that materially reduces the core functionality of a paid plan we will give reasonable advance notice, and your continued use after the change takes effect constitutes acceptance. We may temporarily suspend the Service for maintenance, repairs, or upgrades, and will make reasonable efforts to schedule planned maintenance outside peak hours and to give advance notice. Trials and sandbox or evaluation workspaces are provided for assessment purposes and may carry additional limits or shorter data-retention periods.

You are responsible for the accuracy of your account information, for keeping credentials and access tokens confidential, and for all activity under your organization's accounts. Credentials are personal and must not be shared. Notify us promptly at [email protected] of any suspected unauthorized access. We may require or offer multi-factor authentication and other security controls.

Account disputes. If a dispute arises within your organization (or between organizations) about ownership of or access to a workspace, AQ is not obligated to arbitrate it. We may request documentation we consider necessary to determine ownership, require joint written instructions from the disputing parties, suspend the workspace until the dispute is resolved, or act on the instructions of the party we reasonably determine to be the owner.

You agree not to misuse the Service. Without limitation, you will not: use it for unlawful purposes; attempt to access another tenant's data; probe, scan, or test the vulnerability of the Service except through our published vulnerability-disclosure process; reverse-engineer, copy, resell, sublicense, or create derivative works of the Service; scrape at scale or use the Service or its output to develop or train a competing product; upload malicious code; or send unsolicited bulk messages through it. We monitor usage patterns for abuse and may suspend access immediately where a violation could disrupt the Service, compromise other customers, or provide unauthorized access (a “security emergency”), until the issue is resolved to our reasonable satisfaction.

Your organization retains ownership of Customer Data, and AQ claims no intellectual-property rights in it. You grant AQ a non-exclusive, worldwide, royalty-free right to host, store, process, transmit, display, and back up Customer Data solely to provide and support the Service, to perform our obligations, and to exercise our rights under these Terms. We may also collect technical logs and usage information about how the Service is used, and may use aggregated, de-identified data for our lawful business purposes (such as improving the Service and publishing aggregate trends), provided it does not identify you or your Customer Data.

You, not AQ, are responsible for the accuracy, quality, legality, and appropriate use of Customer Data, and for the decisions you make based on it. Where your Customer Data includes personal information about your own clients, staff, or other individuals, you are responsible for providing any required notices to, and obtaining any required consents from, those individuals sufficient for the data to be lawfully processed in the Service, and for your own obligations to your clients. You acknowledge the inherent risk that information transmitted electronically may be intercepted by third parties despite safeguards, and accept that risk to the extent it results from factors outside AQ's reasonable control.

We employ commercially reasonable measures to protect Customer Data, including managed-platform encryption and routine backups. However, no system is infallible. To the maximum extent permitted by law, you acknowledge and agree that AQ Professional Services Inc. and Luceryn are not liable for any loss, corruption, or unavailability of Customer Data or for any consequences flowing from it, howsoever caused, including through software error, integration behaviour, third-party failure, or user action. You are responsible for maintaining independent copies of any data that is critical to your organization, including by using the Service's export features regularly.

The Service includes AI-assisted drafting, analysis, scoring, and automation. AI Output can be incomplete, inaccurate, or incorrect, and is provided as a starting point for human review, not as professional, legal, financial, or other advice. You are solely responsible for reviewing, verifying, and approving any AI Output before relying on it or acting on it. AI-initiated actions that change data are designed to require human approval; you are responsible for the approvals you give. AI Output may be similar to output generated for other customers, and no exclusivity in AI Output is granted.

The Service interoperates with third-party services you may connect (for example Microsoft 365, Slack, Jira, Salesforce, payment processing, and AI model providers) and is itself operated on third-party infrastructure. Your use of a third-party service is governed by that provider's terms, and you are responsible for your compliance with them. AQ is not responsible for the acts, omissions, outages, data handling, or security of any third-party service, and an integration's availability may change if the third party changes its platform.

Paid plans, trials, and their limits are described on our Pricing page. Subscriptions renew automatically at the end of each billing period until cancelled; cancellation takes effect at the end of the current period. Fees are billed in advance and are non-refundable except where required by law. Trials and promotional access may be modified or withdrawn at any time. We may change pricing with reasonable notice; continued use after a change takes effect constitutes acceptance. You are responsible for applicable taxes.

We may make early-access, beta, or preview features available, labelled as such. They are provided for evaluation, may be changed or withdrawn at any time without notice, may be less reliable than the generally available Service, and are provided strictly “as is”, excluded from any service commitments, and used at your own risk.

AQ owns the Service, including its software, design, algorithms, and branding, and all intellectual-property rights in them. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription for your internal business purposes. The Luceryn name and logo may not be used without our written permission. Feedback, suggestions, and ideas you provide about the Service may be used by AQ without restriction or obligation.

Each party will protect the other's non-public information with at least reasonable care, use it only as needed to perform under these Terms, and not disclose it except to personnel and providers under equivalent obligations, or where disclosure is required by law (with notice to the other party where lawful).

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by law. We do not warrant that the Service will be uninterrupted, error-free, or secure, that defects will be corrected, or that AI Output will be accurate or fit for any purpose.

To the maximum extent permitted by law: (a) neither AQ Professional Services Inc., Luceryn, nor their directors, officers, employees, or contractors will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, or data (including loss or corruption of Customer Data), even if advised of the possibility of such damages; and (b) the aggregate liability of AQ arising out of or relating to the Service or these Terms will not exceed the fees you actually paid to AQ for the Service in the twelve (12) months preceding the event giving rise to the claim, or one hundred Canadian dollars (CAD $100) if you have paid no fees.

These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, statute, or otherwise), whether or not the damages were foreseeable, and even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain exclusions; in those jurisdictions the exclusions apply to the fullest extent permitted, and nothing in these Terms excludes liability that cannot be excluded by law.

You agree to defend, indemnify, and hold harmless AQ Professional Services Inc., Luceryn, and their directors, officers, employees, contractors, and agents (the “AQ Parties”) from and against any and all claims, actions, proceedings, demands, losses, liabilities, judgments, settlements, penalties, fines, damages, costs, and expenses (including reasonable legal fees) arising from or relating to:

(a) Customer Data, including any claim that it infringes or misappropriates a third party's rights or was collected or used without required notices or consents; (b) your or your Authorized Users' use of the Service in violation of these Terms, the Privacy Policy, or applicable law; (c) your or your Authorized Users' negligent acts, omissions, or wilful misconduct; (d) any breach of your representations, warranties, or obligations under these Terms; (e) disputes between you and your clients, between you and any third party, or between your Authorized Users, including disputes over account or workspace ownership; and (f) products or services you provide to your own clients, including any use of the Service or AI Output in providing them.

Procedure. AQ will give you prompt notice of any claim subject to indemnification (a delay does not relieve your obligations except to the extent it materially prejudices the defense). You will control the defense and settlement of the claim at your own cost with counsel reasonably acceptable to AQ, and will not agree to any settlement that imposes obligations or admissions on any AQ Party without AQ's prior written consent. AQ may participate in the defense at its own expense with counsel of its choosing.

You may stop using the Service at any time. We may suspend or terminate access immediately for material breach of these Terms, for non-payment, for a security emergency, or where required to protect the Service, other customers, or third parties.

Suspension on reasonable suspicion. In addition, AQ may, in its reasonable discretion, suspend, restrict, or disable access for any account, Authorized User, or workspace where AQ reasonably suspects abuse, misuse, fraudulent or unlawful activity, a security risk, a violation of these Terms, or activity that could harm the Service, other customers, third parties, or AQ's reputation, in each case without prior notice and until the concern is resolved to AQ's reasonable satisfaction. AQ may also decline, at its discretion, to provide or reinstate the Service to any person or organization. Suspension does not relieve you of payment obligations for the affected period where the suspension results from your breach or the conduct of your Authorized Users, and, to the maximum extent permitted by law, AQ is not liable for any consequences of a suspension, restriction, or termination applied in accordance with this section.

On termination or expiry, your right to use the Service ends. For thirty (30) days following termination of a paid subscription we will make export of your Customer Data reasonably available on request, after which we may delete it in line with the Privacy Policy. Sections that by their nature should survive (including Sections 6, 7, and 12 through 21) survive termination.

We may update these Terms from time to time. When we make material changes we will give notice by email, by an in-app notice, or by updating the date at the top of this page. Your continued use of the Service, including any sign-in after a change takes effect, constitutes acceptance of the updated Terms. If you do not agree to a change, stop using the Service before it takes effect.

AQ is not liable for any failure or delay caused by events beyond its reasonable control, including infrastructure or telecommunication outages, acts of third-party providers, cyber-attacks, labour disputes, government action, or natural events.

These Terms and the Privacy Policy are the entire agreement between you and AQ regarding the Service and supersede prior discussions, except where a separately negotiated written agreement (such as an Enterprise MSA) exists, in which case that agreement controls to the extent of any conflict. The parties are independent contractors; these Terms create no partnership, joint venture, agency, or employment relationship. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder stays in effect. A failure to enforce a provision is not a waiver of it. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets. You will comply with applicable export-control and sanctions laws in connection with your use of the Service. We may provide notices to you by email to the address on your account or by in-app notice; legal notices to AQ go to [email protected].

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. The parties attorn to the exclusive jurisdiction of the courts of Ontario, subject to any mandatory consumer-protection rights in your place of residence.

Questions about these Terms: [email protected]. Support: [email protected].