Terms of Service

1. Agreement and Acceptance

These Terms of Service ("Terms", "Agreement") govern your access to and use of the services of Anchorbase Inc. ("Anchorbase", "we", "our", "us"), including data-extraction, robotic-process-automation ("RPA"), and data-transfer functionality that moves information from your systems of record into payment terminals, gateways, ERPs, CRMs, or other platforms (collectively, the "Services"), including any beta, preview, or experimental features.

By creating an account, accessing, or using the Services, you ("Customer", "you") agree to these Terms and represent that you have authority to bind the entity you represent. If you have executed a written Master Services Agreement ("MSA") with Anchorbase, that MSA prevails where inconsistent; these Terms supplement it.

2. Scope of Services

2.1 General Scope

Anchorbase provides automation tools that allow Customers to extract, transform, and transfer data between systems you lawfully control or have authorization to access, and to execute RPA actions based on your configuration.

2.2 Third-Party Dependencies and Service Stability

Customer acknowledges that the Services function by interacting with third-party applications, websites, and systems of record ("Third-Party Platforms") that are not controlled by Anchorbase. The Services may employ techniques such as screen scraping, robotic process automation (RPA), and emulation of user actions to extract and transfer data. Customer expressly accepts that:

• (a) Volatility: Third-Party Platforms may update their user interfaces, security controls (including CAPTCHA, multi-factor authentication, or bot-detection mechanisms), or terms of service at any time without notice, which may cause the Services to break, pause, or function incorrectly ("Integration Breakage");
• (b) No Liability for Breakage: Anchorbase shall not be liable for any Integration Breakage, data loss, synchronization latency, or transaction errors caused by modifications to Third-Party Platforms; and
• (c) Maintenance: Anchorbase will use commercially reasonable efforts to update the Services to restore functionality following an Integration Breakage, but makes no guarantee that such restoration will be immediate or possible.

Anchorbase does not monitor, interpret, or enforce Third-Party Platform terms of service and makes no representation regarding Customer's compliance with such terms. Anchorbase does not bypass technical access controls and relies solely on Customer-provided credentials, permissions, and configurations.

2.3 Non-Financial Status

Anchorbase is not a bank, payment processor, money services business, or financial institution of record and does not hold funds, settle transactions, or provide merchant-processing services unless expressly agreed in writing.

2.4 Data Verification

Customer remains solely responsible for verifying the accuracy, completeness, and legality of all data processed through the Services and for any resulting transactions or actions.

3. User Responsibilities and Authority

(a) Agency and Authorization

By providing login credentials, API keys, session tokens, or other access mechanisms for any Third-Party Platform to Anchorbase, or by configuring the Services to access such platforms, Customer:

• (i) Appointment of Agent: Expressly appoints Anchorbase as its non-exclusive, limited agent and legal proxy to access, view, and manipulate Customer's accounts on such Third-Party Platforms solely for the purpose of providing the Services. This agency automatically terminates upon termination of this Agreement;
• (ii) Warranty of Rights: Represents and warrants that it possesses all necessary rights, licenses, and permissions to authorize Anchorbase to access the Third-Party Platforms on its behalf, and that Customer is responsible for determining whether its use of the Services complies with any applicable Third-Party Platform terms and applicable law; and
• (iii) Credential Security: Acknowledges that it is solely responsible for the security of the credentials used by the Services and for any actions taken by the Services while acting under Customer's identity.

(b) Prohibited Use

You will not instruct or configure the Services to:

• Access systems or data you are not authorized to access;
• Bypass authentication, security, or rate-limiting controls;
• Use the Services to infringe intellectual-property, privacy, or data-protection rights;
• Violate applicable law;
• Introduce malware or otherwise interfere with system performance; or
• Misrepresent your identity or affiliation when using the Services.

(c) Customer Systems & Data

You are solely responsible for the configuration, security, and backup of your own systems and data before and after automation.

(d) Verification of Results

Anchorbase provides automation tools "as is." Data obtained or transferred may be inaccurate, incomplete, or outdated. Automated actions may be irreversible once executed on third-party systems, and Customer assumes all risk of such execution. You must verify all results before reliance.

(e) PCI-DSS and Payment Data

Anchorbase acts solely as a technical bridge for data transmission. Anchorbase does not store, process, or transmit full Primary Account Numbers (PAN) or sensitive authentication data subject to the Payment Card Industry Data Security Standard ("PCI-DSS"). Anchorbase may process non-sensitive payment metadata, tokens, or transaction identifiers that do not constitute cardholder data. Customer acknowledges that Anchorbase is not a payment processor, bank, or money services business. Customer retains sole responsibility for its own compliance with PCI-DSS and for the security of its payment gateways and systems of record.

4. Accounts and Access

You must provide accurate registration information and keep credentials secure. You are responsible for all activity under your account. Anchorbase may log, audit, and monitor usage for security, compliance, and operational purposes and may suspend or terminate access if it suspects misuse, security risks, or legal non-compliance.

5. Fees and Payment

Fees, billing cycles, and payment methods are set in your order or subscription plan. Anchorbase may adjust pricing or plan features with thirty (30) days' notice. Late payments accrue interest at the maximum rate permitted by law. Fees are exclusive of taxes and non-refundable unless required by law.

6. Service Changes and Termination

6.1 Service Modification

Anchorbase may update, enhance, suspend, or discontinue any feature, API, or component of the Services at any time, with or without notice, and may modify pricing or usage limits upon thirty (30) days' notice. Continued use after such notice constitutes acceptance.

6.2 Termination

Either party may terminate this Agreement for convenience with thirty (30) days' written notice or immediately for material breach. Anchorbase may suspend or terminate access immediately if: (a) you violate these Terms or any law; (b) your use poses a security or reputational risk; or (c) payment is overdue.

6.3 Effect of Termination

Upon termination, your right to use the Services ceases. Anchorbase may delete or deactivate Customer Data thirty (30) days after termination unless retention is required by law. You must cease use and delete Anchorbase Confidential Information. Anchorbase will have no liability for deletion of data following termination.

7. Confidentiality

Each party must protect the other's Confidential Information, use it only to perform this Agreement, and disclose it solely to personnel under equivalent obligations. These obligations survive for two (2) years post-termination.

8. Intellectual Property

All technology, software, documentation, designs, and know-how used to provide the Services are and remain the exclusive property of Anchorbase or its licensors. No ownership rights are transferred; only a limited, revocable licence is granted for lawful internal use. Anchorbase may use aggregated and anonymized data derived from use of the Services for product improvement and analytics.

9. Independent Contractor Status

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary, or employment relationship. Except as expressly provided in Section 3(a), neither party is an agent of the other and neither may bind the other.

10. Warranties and Disclaimers

10.1 Warranty

Anchorbase warrants it will perform the Services with reasonable skill and care consistent with industry standards.

10.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". ANCHORBASE MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ACCURACY, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPECIFICALLY, ANCHORBASE DOES NOT WARRANT THAT: (I) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (II) DATA SCRAPED OR TRANSFERRED WILL BE ACCURATE; OR (III) THE SERVICES WILL MAINTAIN COMPATIBILITY WITH ANY THIRD-PARTY SYSTEM OF RECORD. YOU ASSUME ALL RISK OF RELIANCE ON AUTOMATED OR SCRAPED DATA.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ANCHORBASE NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, REVENUE, BUSINESS, OR GOODWILL) ARISING FROM THIS AGREEMENT OR THE SERVICES, INCLUDING ANY LOSS OF FUNDS, DUPLICATE PAYMENTS, BANKING FEES, OR TRANSACTIONAL ERRORS.

11.2 Liability Cap

ANCHORBASE'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to defend, indemnify, and hold harmless Anchorbase and its officers, directors, employees, and agents from any claim, loss, or expense (including legal fees) arising out of: (a) your use of the Services; (b) your breach of these Terms; (c) violation of law or third-party rights; (d) data or systems you connect to the Services; or (e) any claim by a Third-Party Platform alleging that your use of the Services violates its terms or results in unauthorized access.

13. General Provisions

13.1 Force Majeure

Neither party shall be liable for delay or failure due to causes beyond reasonable control.

13.2 Amendments

Anchorbase may amend these Terms with at least thirty (30) days' notice.

13.3 Governing Law

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, and the parties submit to the exclusive jurisdiction of the courts located in Alberta, Canada.

13.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties.