Last Updated: JUNE, 2025

IMPORTANT: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. PLEASE READ THIS DOCUMENT IN ITS ENTIRETY.

These Terms of Service (“Terms”) govern your subscription to and use of the Phanz platform and related services (“Platform” or “Services”). By registering, creating an account, or using the Platform, you acknowledge that you (1) have read and understand these Terms, (2) are of legal age and authority to bind yourself or your business, and (3) agree to these Terms. Your use of the Platform is also governed by our Privacy Policy and Data Processing Agreement.

1. Use of Platform

1.1 Eligibility & Restrictions

You must be at least 18 years old to use the Platform. You may not use the Platform if you are a competitor of Phanz or intend to access the Platform for competitive purposes.

1.2 Account Ownership

Account ownership is tied to the individual or business entity registering the account. Disputes over account ownership may require documented proof.

1.3 Intended Use

You and your clients may only use the Platform for lawful business purposes, and you are responsible for your own terms with your customers. You agree to require your customers to accept terms at least as restrictive as these Terms.

1.4 Compliance

You are solely responsible for your compliance with all applicable laws and regulations, including data privacy, telemarketing, and communication laws (such as TCPA, CAN-SPAM, etc.), and must secure all required licenses and permissions.

1.5 Privacy

By using the Platform, you consent to Phanz’s use and disclosure of information as described in our Privacy Policy. You are required to provide your own Privacy Policy and obtain necessary consents from your customers.

1.6 Login Credentials

You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.

1.7 Communication Services

If you use communication features (SMS, email, calls), you are responsible for all content sent and compliance with applicable communication laws.

1.8 Third Party Services

You may access or integrate with third-party services at your own risk. Phanz is not responsible for the operation, security, or compliance of any third-party service.

1.9 Updates & International Use

Phanz may modify or update the Platform at any time. Access from outside your primary jurisdiction is at your own risk and you must comply with all applicable export control laws.

1.10 Artificial Intelligence

You are responsible for ensuring that your use of AI features complies with applicable laws and with the AI Acceptable Use Policy attached at the end of these Terms.

2. Customer Accounts and Subaccounts

2.1 Responsibility

When creating or managing customer accounts or subaccounts, you are responsible for all interactions, support, and disputes with your customers. Phanz may terminate your account if you fail to provide adequate support or resolution.

2.2 Pricing Policy

If applicable, you must comply with any minimum advertised pricing (MAP) policy set by Phanz. No lifetime licenses unless pre-approved.

3. Code of Conduct

You agree not to use the Platform for any unlawful, harmful, abusive, or prohibited purpose as described in Exhibit A at the end of these Terms.

4. Payment

4.1 Fees, Billing, and Refunds

All fees (subscriptions, surcharges, add-ons) are due as described in your account or invoice. No refunds except as required by law or explicitly provided in your agreement with Phanz. You are responsible for any taxes or government charges.

4.2 Late Payments and Account Cancellation

Accounts with unpaid fees may be suspended or terminated.

5. Intellectual Property

5.1 Platform Content

All rights to the Platform and its content are owned by Phanz or its licensors. You may not copy, modify, distribute, or create derivative works except as expressly allowed.

5.2 Trademarks

You may not use Phanz’s name or marks without written permission except as permitted for your account.

5.3 User Content & Feedback

By submitting content or feedback, you grant Phanz and its service providers a non-exclusive license to use, reproduce, and display such content for platform operation.

6. Disclaimer & Limitation of Liability

THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. PHANZ AND ITS LICENSORS DISCLAIM ALL IMPLIED WARRANTIES. YOUR SOLE REMEDY FOR ANY CLAIM IS A REFUND OF FEES PAID IN THE LAST THREE (3) MONTHS.

IN NO EVENT WILL PHANZ OR ITS LICENSORS BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

7. Indemnification

You agree to defend, indemnify, and hold harmless Phanz against any claim arising from your use of the Platform or your customers’ use.

8. Termination

Phanz may suspend or terminate your account at any time for violation of these Terms or for any lawful business reason. Upon termination, your rights to the Platform cease immediately.

9. Governing Law & Dispute Resolution

These Terms are governed by the federal laws of Ontario and Canada. All disputes will be resolved by binding arbitration [or small claims court as permitted], on an individual basis. No class actions are permitted.

10. Contact Information

All notices should be sent to:

Phanz, Inc.
Attn: Legal
2459 Du Domaine Street
Navan, Ontario K4B 1H9
Email: [email protected]

11. Amendments

Phanz may update these Terms at any time by posting the revised version. Continued use of the Platform constitutes acceptance.

12. Definitions

“Platform” means the Phanz SaaS application and all related services provided by Phanz under these Terms.

“User,” “you,” and “your” refer to the person or entity registering or using the Platform.

(Add any others as needed.)

Exhibit A – Code of Conduct

The following are considered Prohibited Uses of the Platform. Engaging in a Prohibited Use is a material breach of these Terms for which Phanz may immediately suspend or terminate your Platform Account in accordance with these Terms:

- Use of the Platform in any way that violates any applicable law or regulation.

- Use of the Platform in a country that prohibits or restricts the use of Artificial Intelligence.

- Use of the Platform to exploit, harm, or attempt to exploit or harm anyone in any way.

- Use of the Platform to send, receive, upload, download, use, or re-use any material that does not comply with these Terms.

- Use of the Platform to transmit, or procure the sending of any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

- Impersonating or attempting to impersonate Phanz, a Phanz employee, another user or any other person or entity.

- Engaging in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform.

- Engaging in any conduct that may, as determined by Phanz, harm Platform users or Phanz, or expose either to liability.

- Use of the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform.

- Use of any robot, spider or other automatic device, process or means to access the Platform for any purpose.

- Use of any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without Phanz’s prior written consent.

- Use of any device, software or routine that interferes with the proper working of the Platform.

- Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

- Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform.

- Attacking the Platform via a denial-of-service attack or a distributed denial-of-service attack.

- Otherwise attempting to interfere with the proper working of the Platform.

- Child sexual exploitation or abuse content.

- Sexually explicit content.

- Generation of hateful, harassing, or violent content.

- Abusive or fraudulent conduct (including spam, scams, phishing, or malware).

- Compromising cybersecurity systems or gaining unauthorized access to violate the integrity of any user, network, computer or communications system, software application, or network or computing device.

- Violating any natural person’s rights, including privacy rights as defined in applicable privacy law.

- Appropriating confidential or personal information.

- Impersonating a human by presenting results as human-generated.

- Engaging in disinformation campaigns or astroturfing.

- Plagiarizing or engaging in other forms of academic dishonesty.

- Engaging in illegal or highly regulated activities, including but not limited to gambling, payday lending, cryptomining, unauthorized legal/medical/financial advice, law enforcement or military applications, or unauthorized political campaigning.

Exhibit B – Artificial Intelligence Acceptable Use Policy

- AI features of the Platform may not be used in any manner contrary to relevant laws, regulations, and industry standards, including but not limited to data protection and privacy regulations (e.g., GDPR, CCPA), financial guidelines (e.g., PCI DSS), or in violation of intellectual property rights or geographical restrictions.

- AI features may not be used to discriminate, intimidate, defame, harass, or for any unlawful or unethical behavior.

- AI features may not provide individualized advice requiring a licensed professional, including but not limited to medical, financial, tax, or legal advice. Users must be notified when interacting with an AI-based system.

- Assets created through generative AI must be professional and respectful. Offensive or abusive language is strictly prohibited.

- You must protect the confidential and sensitive information of your users and customers.

- AI features may not be used in any manner which is prohibited by these Terms or the Code of Conduct.