Terms of Use

Effective Date: November 4, 2025

Thanks for using our products and services ("Services"). The Services are provided by InSite Information Systems Corp. ("IIS Corp.", "we", "us", or "our"), doing business as InSite, Shift iQ, SkillsCheck and SkillsPassport located at 1055 West Hastings Street, Suite 300, Vancouver, BC V6E 4P1 Canada.

By accessing or using our Services, you ("you" or "your") agree to these Terms of Use ("Terms"). If you do not agree, you must not use the Services. These Terms form a binding legal agreement between you and us.

Our Services are diverse, so additional terms or product requirements (including age requirements) may apply to specific Services. Such additional terms will be available with the relevant Services and are incorporated into these Terms by reference if you use those Services. In the event of a conflict between these Terms and any additional terms, the additional terms will control with respect to the specific Service.

These Terms apply globally, including in North America (Canada and the United States), Europe (including under the EU General Data Protection Regulation ("GDPR") and the EU Data Act), and Australia (including under the Australian Consumer Law ("ACL")). To the extent permitted by law, these Terms are governed by the laws of British Columbia, Canada. However, nothing in these Terms limits or excludes any mandatory consumer rights or protections under applicable local laws, including but not limited to statutory guarantees under the ACL, implied warranties under U.S. state laws, or data protection rights under the GDPR or Canada's Personal Information Protection and Electronic Documents Act ("PIPEDA").

Please read these Terms carefully, along with our Privacy Policy (available at [insert URL]), which explains how we collect, use, and protect your personal data in compliance with GDPR, PIPEDA, the California Consumer Privacy Act ("CCPA"), and other applicable privacy laws.

Using Our Services

You must comply with all applicable policies, guidelines, and instructions made available within the Services, including any Acceptable Use Policy we may publish.

Do not misuse our Services. Prohibited activities include, without limitation:

• Interfering with the Services or accessing them other than through the provided interface.
• Uploading or transmitting viruses, malware, or harmful code.
• Engaging in unlawful activities, including violations of export/import controls, sanctions, or anti-corruption laws (e.g., U.S. Export Administration Regulations, Canadian Export and Import Permits Act, EU Dual-Use Regulation).
• Harassing, defaming, or impersonating others.
• Using the Services for spam, phishing, or unauthorized data scraping.

You may only use the Services as permitted by applicable law in your jurisdiction. We reserve the right to suspend or terminate your access if you violate these Terms, engage in suspected misconduct, or if required by law. In Europe, under the EU Data Act (effective September 12, 2025), business users may request data portability or switch providers with at least two months' notice, and we will facilitate such requests without undue barriers, including by providing tools for data extraction in a structured, machine-readable format.

Using the Services does not grant you ownership of any intellectual property rights in the Services or third-party content accessed through them. You may only use content from the Services if you have permission from the owner or as allowed by law (e.g., fair use/fair dealing). You must not use our branding, logos, or trademarks without written permission. Do not remove, obscure, or alter any legal notices, attributions, or digital watermarks in the Services.

The Services may display third-party content, for which the provider is solely responsible. We may review content for compliance with law or policies and remove it if it violates these Terms, but we do not guarantee review of all content.

We may send you administrative, service-related, or promotional communications. You can opt out of non-essential communications via account settings or as described in our Privacy Policy. In compliance with GDPR and CCPA, you have rights to object to processing for direct marketing.

Your Account

Certain Services require a user account ("Account"). You must provide accurate information during registration and keep it updated. You are responsible for all activity on your Account and must maintain confidentiality of login credentials. Notify us immediately of any unauthorized use at support@shiftiq.com.

You must be at least 18 years old to use the Services, or if between 13 and 18 (or the age of digital consent in your jurisdiction, e.g., 16 under GDPR), you must have parental/guardian consent. If your Account is managed by an administrator (e.g., your employer or school), additional terms may apply, and the administrator may monitor, access, or disable your Account.

We may suspend or terminate Accounts for violations, inactivity, or at our discretion with notice where required by law.

Privacy and Copyright Protection

Our Privacy Policy details how we process personal data as a data controller or processor, in compliance with GDPR, PIPEDA, CCPA, and other laws. By using the Services, you consent to our data practices as described therein, including cross-border transfers with appropriate safeguards (e.g., Standard Contractual Clauses for EU data). EU/UK users have rights to access, rectification, erasure, restriction, portability, and objection; California residents have rights to know, delete, and opt-out of sales/sharing under CCPA. To exercise these, contact us at privacy@shiftiq.com. We appoint a Data Protection Officer (DPO) as required under GDPR.

We respect intellectual property rights and respond to notices of alleged infringement under the U.S. Digital Millennium Copyright Act (DMCA), Canada's Notice and Notice regime, and equivalent laws in Europe and Australia. We terminate repeat infringers. To report infringement, submit details to support@shiftiq.com. We provide resources for rights holders at [insert URL].

Your Content in Our Services

Certain Services allow you to upload, submit, or generate content ("User Content"). You retain ownership of your User Content and all associated intellectual property rights.

By submitting User Content, you grant us and our affiliates, service providers, and licensees a worldwide, royalty-free, perpetual, irrevocable, transferable, sublicensable license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, display, and distribute it. This license is solely to operate, promote, improve, and develop the Services (including AI training where applicable, subject to opt-out rights under GDPR/CCPA). The license survives termination but is limited by any settings you apply (e.g., private sharing).

You represent and warrant that you own or have rights to submit User Content and that it complies with these Terms and law. We are not liable for User Content. You can access, export, or delete your User Content via Service tools; under GDPR and the EU Data Act, we will assist with portability requests.

Use of Artificial Intelligence in Our Services

Certain Services may incorporate artificial intelligence ("AI") technologies, including machine learning models, to analyze data, generate reports (e.g., competency assessments), provide recommendations, or enhance functionality. We use AI solely to operate, improve, and develop the Services as described in these Terms and our Privacy Policy.

AI Outputs and Accuracy**: AI-generated content, analyses, or recommendations (e.g., Skillscheck reports) are provided for informational purposes only and may contain errors, biases, omissions, or inaccuracies ("Hallucinations"). You must independently verify all AI outputs before relying on them for decisions, such as hiring or training. We make no representations or warranties regarding the accuracy, completeness, reliability, or suitability of AI outputs for any purpose. To the extent permitted by law, AI outputs are provided "as is," and we disclaim all implied warranties, including fitness for a particular purpose.

We may use anonymized or aggregated User Content and Service usage data to train, fine-tune, or improve AI models, subject to our Privacy Policy and applicable laws (e.g., GDPR opt-out rights under Article 21). You can opt out of such use via account settings or by contacting privacy@shiftiq.com. Personal data will not be used for training without explicit consent where required (e.g., under CCPA or EU AI Act).

Any AI-generated outputs based on your inputs are considered User Content under these Terms; you retain ownership, but you grant us the licenses described in the "Your Content" section. We retain all rights in our underlying AI models and do not transfer or license them to you.

Our use of AI complies with applicable laws, including the EU AI Act (e.g., risk classifications for high-risk systems like hiring assessments). You must not use AI features to: (i) discriminate unlawfully; (ii) generate harmful, illegal, or deceptive content; or (iii) circumvent safeguards. We reserve the right to monitor AI usage for compliance and disable features if violations occur.

AI functionalities may evolve, and we may notify you of material changes via the mechanisms in the "About These Terms" section.

About Software in Our Services

Services may include downloadable software or apps that auto-update for security and functionality. You can manage update settings where available.

We grant you a limited, worldwide, royalty-free, non-exclusive, non-sublicensable, non-transferable license to use the software solely for accessing and using the Services as permitted. You may not copy, modify, reverse engineer, decompile, disassemble, or create derivatives except as allowed by law (e.g., interoperability under EU Software Directive). This license ends upon termination.

Any open-source components are subject to their licenses; we provide notices where applicable.

Under the EU Data Act, users may extract and port non-personal data generated by the Services.

Modifying and Terminating Our Services

We may update, suspend, or discontinue Services (or features) at any time, with notice where feasible. In Australia, under ACL, we will not terminate in a way that unfairly prejudices consumers. For business users in Europe, termination follows the EU Data Act's notice periods and data handover requirements.

You may stop using the Services anytime. We may terminate or suspend your access for violations, with notice unless immediate action is needed for security/law. Upon termination, you must cease use, and we will (where required, e.g., under GDPR/PIPEDA) provide reasonable access to export your data for a limited period.

Our Warranties and Disclaimers

We provide the Services with reasonable care and skill, aiming for 99.9% uptime for paid Professional Services and Technical Support Plans.

Except as expressly stated, the Services are provided "as is" and "as available," without warranties of any kind, express or implied. To the maximum extent permitted by law, we disclaim all warranties, including merchantability, fitness for purpose, and non-infringement.

However, where mandatory under law (e.g., ACL consumer guarantees in Australia, or EU consumer rights), Services will conform to statutory standards. For clarity:

• In Australia, nothing excludes ACL guarantees for services to be rendered with due care/skill.
• In the EU, consumers have a 14-day withdrawal right for distance contracts (excluding custom software).

Liability for Our Services

To the extent permitted by law, our total aggregate liability (including affiliates, suppliers) for any claim under these Terms is limited to the amount you paid us in the 12 months preceding the claim (or CAD $100 if no payment). We are not liable for indirect, consequential, special, punitive, or exemplary damages, including lost profits, data loss, or business interruption.

This limit does not apply to:

• Gross negligence, willful misconduct, or fraud.
• Death, personal injury, or tangible property damage.
• Mandatory liabilities under GDPR (e.g., data breaches), ACL (e.g., consumer guarantees), or PIPEDA.

In Europe and Australia, liability caps respect local minimums (e.g., three times the annual fee under some EU laws).

Business Uses of Our Services

If using the Services for or on behalf of a business or organization, that entity agrees to these Terms. The entity must indemnify, defend, and hold harmless us and our affiliates, officers, directors, employees, and agents from all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from its use of the Services, User Content, or violations of these Terms.

About These Terms

We may update these Terms to reflect legal changes, Service updates, or business needs. We'll notify you via email, in-app notice, or the Services page at least 14 days in advance (or immediately for legal/safety reasons). Continued use after changes constitutes acceptance; otherwise, stop using the Services. For EU consumers, material detrimental changes require opt-in consent where required.

Additional terms prevail over conflicts. These Terms (with Privacy Policy and SLAs) form the entire agreement. No third-party beneficiaries except as stated.

Our failure to enforce a term does not waive it. If a term is invalid, the rest remains effective.

Governing Law and Dispute Resolution

These Terms are governed by the laws of British Columbia, Canada, without conflict principles. However, mandatory local laws apply (e.g., GDPR for EU data matters). For disputes, you and we agree to first attempt good-faith negotiation for 30 days. If unresolved, disputes shall be resolved by binding arbitration under the International Chamber of Commerce (ICC) Rules in Vancouver, BC (or remote), except for injunctive relief or small claims. EU/AU consumers may use local courts for mandatory rights. You waive class actions.

For questions, contact us at support@shiftiq.com or via our Contact Us page.