Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the websites, products, and services provided by Torinit Technologies Inc. ("Torinit," "we," "us," or "our"), including torinit.com, torinit.ai, score.torinit.com, and monaro.ai (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

If you do not agree with these Terms, do not use the Services.

2. Services Overview

Torinit provides the following categories of services:

• Websites: Information about Torinit's capabilities, case studies, and resources available at torinit.com and torinit.ai
• Distributor Intelligence Score (DIS): An online assessment tool available at score.torinit.com that evaluates operational and commercial intelligence maturity for wholesale distribution organizations
• Monaro.ai: An AI-powered mechanical takeoff platform for HVAC and plumbing distributors
• AI Consulting, AI Studio, and Co-Innovation Engagements: Professional consulting services delivered under separate engagement agreements

These Terms apply to your use of the websites and online tools. Consulting engagements are governed by separate engagement agreements that take precedence over these Terms where they conflict.

3. Account Registration and Access

Certain Services may require you to provide information or create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain the security of any access credentials
• Promptly update your information if it changes
• Accept responsibility for all activity under your account

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe are being used fraudulently.

4. Distributor Intelligence Score (DIS) Assessment

4.1 Assessment Purpose — The DIS assessment is designed to provide an indicative evaluation of your organization's operational and commercial intelligence maturity. It is not a substitute for professional consulting advice, due diligence, or operational audit.

4.2 Pre-Population Data — The DIS assessment may pre-populate company information using publicly available data sources. This information is presented for your review and confirmation. Torinit does not guarantee the accuracy of pre-populated data and you are responsible for verifying and correcting it before proceeding.

4.3 Assessment Results — Your DIS score and the accompanying analysis are generated algorithmically based on your responses. The financial impact estimates included in the assessment output are directional estimates based on industry benchmarks and engagement data — they are not guarantees of achievable results. Actual outcomes from any intelligence initiative depend on factors specific to your organization.

4.4 Data Handling — Your assessment responses and results are stored to allow you to return to your results. See our Privacy Policy for details on retention and your rights regarding this data.

5. Monaro.ai Product

Use of Monaro.ai is governed by the Monaro Terms of Service and your subscription agreement. In the event of conflict between these general Terms and the Monaro-specific terms, the Monaro-specific terms prevail.

6. Intellectual Property

6.1 Torinit Property — All content, designs, code, methodologies, frameworks, tools, and materials available through the Services — including the DIS assessment methodology, the Distributor Intelligence Score framework, and the Torinit and Monaro brands — are the intellectual property of Torinit Technologies Inc. or its licensors. "Distributor Intelligence Score" and "DIS" are trademarks of Torinit Inc. (trademark pending). You may not copy, modify, distribute, sell, lease, or create derivative works from any Torinit intellectual property without our express written permission.

6.2 Client Engagement IP — Intellectual property created during consulting engagements is governed by the engagement agreement:

• AI Consulting engagements: The client owns all intellectual property created during the engagement. Torinit retains no rights to client-specific deliverables.
• AI Studio engagements: Torinit retains ownership of the intellectual property and licenses it to the client under the terms of the engagement agreement.
• Co-Innovation engagements: Intellectual property ownership is shared under the terms of the co-innovation agreement and any co-owned entity structure.

These Terms do not modify the intellectual property terms of any signed engagement agreement.

6.3 Your Content — You retain ownership of any information, data, or content you submit to the Services (including DIS assessment responses). By submitting content, you grant Torinit a limited, non-exclusive license to use that content solely for the purpose of providing the Services to you.

7. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws
• Attempt to gain unauthorized access to any part of the Services, other accounts, or systems connected to the Services
• Use automated tools (scrapers, bots, crawlers) to access the Services without our written permission
• Reverse engineer, decompile, or disassemble any part of the Services
• Interfere with or disrupt the integrity or performance of the Services
• Use the DIS assessment or any Torinit content to compete directly with Torinit's services without written permission
• Misrepresent your identity or affiliation when using the Services
• Upload or transmit viruses, malware, or other harmful code

8. Disclaimer of Warranties

9. Limitation of Liability

10. Indemnification

You agree to indemnify, defend, and hold harmless Torinit and its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your infringement of any third-party rights

11. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or related to these Terms shall first be attempted to be resolved through good faith negotiation. If negotiation fails, the dispute shall be submitted to binding arbitration in Ontario, Canada, in accordance with the arbitration rules of the ADR Institute of Canada. The language of arbitration shall be English.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

12. Termination

We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice. Upon termination:

• Your right to access and use the Services ceases immediately
• We may delete your account and associated data, subject to our data retention obligations
• Provisions that by their nature should survive termination (including intellectual property, limitation of liability, indemnification, and governing law) shall survive

13. Modifications

We may update these Terms from time to time. We will post the updated Terms on this page with a revised "Last Updated" date. For material changes, we will provide notice through our website. Your continued use of the Services after changes are posted constitutes acceptance of the updated Terms.

14. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15. Entire Agreement

These Terms, together with the Privacy Policy, Cookie Settings, AI Policy, and any applicable engagement agreements, constitute the entire agreement between you and Torinit regarding your use of the Services.

16. Contact