These Terms of Service (“Terms”) govern your access to and use of the Vistera platform (“Platform”), operated by Vistera Technologies Corp. (“Vistera,” “we,” “us,” or “our”). By registering for or using the Platform, you agree to be bound by these Terms.

1. Acceptance of Terms

By creating an account, accessing the Platform, or submitting a request for services through Vistera, you (“Client,” “you,” or “your”) agree to these Terms and to the policies incorporated by reference, including our Privacy Policy, AI-Assisted Service Consent document, Data and Document Handling policy, and Expert Services Disclaimer. You accept these Terms by an affirmative action (creating an account or submitting an Engagement), and that action constitutes your electronic acceptance under the Electronic Transactions Act (British Columbia).

If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and references to “you” include that organization. If you do not agree to these Terms, you must not use the Platform.

2. Description of the Service

Vistera is a business-to-business (“B2B”) professional advisory platform that facilitates access to expert advice and consulting services in the following areas:

• Legal advisory services: guidance on business law, contracts, compliance, and related matters, provided by lawyers entitled to practise law in the relevant Canadian province;
• Financial and accounting advisory services: guidance on financial planning, accounting practices, tax matters, and related matters, provided by qualified financial or accounting professionals;
• Human resources and employment consulting services: guidance on employment practices, HR policy, workforce matters, and related matters, provided by qualified HR professionals.

Clients submit requests through the Platform (“Engagements”). Qualified Experts respond to and fulfill those Engagements through the Platform. The Platform also provides tools for document sharing, scheduling, video consultations, and communication between Clients and Experts.

The Platform software itself is not a law firm, accounting firm, or HR consultancy and does not itself provide advice. Legal and accounting services are delivered by professionals who are appropriately licensed or registered and regulated by their governing professional body and are subject to the professional obligations described in the Expert Services Disclaimer.

3. Eligibility and Account Types

3.1 Business Clients Only

The Platform is available exclusively to businesses and organizations. Vistera does not provide services to individuals acting in a personal or consumer capacity. By registering, you represent and warrant that:

• you are registering on behalf of a validly constituted business, corporation, partnership, or other legal entity (“Client Organization”);
• you have the legal authority to enter into these Terms on behalf of the Client Organization;
• the Client Organization’s use of the Platform is for business or commercial purposes; and
• all information you provide during registration is accurate, current, and complete.

3.2 Early Access Program

The Platform is currently in a early access phase. Access may be limited to invited participants, and features may change without notice. Early Access Clients may receive the Platform at a reduced or promotional rate during this period. We reserve the right to modify eligibility criteria, service scope, or pricing when the Platform exits the Early Access phase, with reasonable notice to existing Clients.

4. User Accounts and Responsibilities

4.1 Account Registration

You must create an account to use the Platform. You agree to provide accurate and complete information when registering and to keep your account information up to date.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials. You must promptly notify Vistera at the contact address in Section 15 if you become aware of any unauthorized use of or access to your account. Vistera is not liable for any loss or damage arising from unauthorized account access that results from your failure to safeguard your credentials, except to the extent any such liability cannot be excluded under applicable law.

4.3 Authorized Users

You may grant access to the Platform to employees or contractors acting on behalf of your Client Organization (“Authorized Users”). You are responsible for ensuring that all Authorized Users comply with these Terms. Any act or omission by an Authorized User is deemed to be an act or omission by you.

4.4 Prohibited Conduct

You agree not to:

• use the Platform for any unlawful purpose or in violation of applicable law;
• submit false, misleading, or fraudulent information or requests;
• attempt to gain unauthorized access to any part of the Platform or its underlying systems;
• use automated tools, bots, or scrapers to access or extract data from the Platform without our written permission;
• resell, sublicense, or transfer access to the Platform to any third party not within your Client Organization;
• upload or transmit content that infringes any third-party intellectual property rights, contains malware, or is otherwise harmful or offensive; or
• interfere with or disrupt the integrity, security, or performance of the Platform.

5. Expert Services

5.1 Expert Qualifications

Services through the Platform are delivered by qualified professionals (“Experts”). Experts are either employees or contractors of Vistera, or authorized independent experts who have been vetted and approved by Vistera to deliver services through the Platform. Vistera takes reasonable steps to ensure that Experts hold appropriate qualifications and credentials for the services they deliver. Vistera does not guarantee a specific outcome for any Engagement.

5.2 Nature of Advisory Services

Services provided through the Platform are professional advisory and consulting services intended to assist Client Organizations in making informed business decisions. In particular:

• Legal advisory services are delivered by lawyers entitled to practise law in the relevant province. Where a lawyer-Expert provides legal advice on a specific matter, a lawyer-client relationship arises as described in the Expert Services Disclaimer (Section 2), and solicitor-client privilege may attach to those communications.
• Financial and accounting advisory services do not constitute a public accounting engagement, an audit, a review, or a compilation engagement unless expressly stated in writing.
• HR and employment consulting services are advisory and do not constitute legal advice or legal representation in employment disputes.

5.3 Scope of Services

The specific scope of any Engagement is defined by the request submitted by the Client and confirmed by the assigned Expert. Experts will use reasonable professional judgment in responding. Services are delivered in the English language unless otherwise agreed.

5.4 No Guarantee of Specific Outcomes

Professional advice involves judgment and uncertainty. Vistera and its Experts do not warrant, guarantee, or represent that any advice, recommendation, or work product delivered through the Platform will produce a particular result, prevent a particular loss, or be free from error.

6. AI-Assisted Features

6.1 Internal Use of AI

Vistera uses artificial intelligence (“AI”) tools internally to assist Experts in the delivery of services. These tools may be used for purposes including summarizing Engagement threads and communications; analyzing documents submitted to the Platform; drafting preliminary responses or work product for Expert review; and generating summaries of recorded video consultations (where call recording is enabled with Client consent).

6.2 Human Review of All Client-Facing Output

No AI-generated content is delivered to Clients without prior review and approval by a qualified Expert. All advice, recommendations, documents, and responses that Clients receive through the Platform are reviewed, edited as appropriate, and approved by an Expert before delivery. Clients do not receive raw AI output.

6.3 AI Does Not Create a Professional Relationship

The use of AI tools in the preparation of services does not alter the nature of the services or create any professional relationship between the Client and any AI provider. The Expert who reviews and delivers the work product remains the responsible professional.

6.4 Third-Party AI Services

AI features may be powered by third-party providers. Data submitted to the Platform may be processed by those providers as part of delivering the service. Please refer to our Privacy Policy, AI-Assisted Service Consent document, and Data and Document Handling policy for further details on data processing and our third-party service providers.

7. Client Content

7.1 Ownership

You retain ownership of all documents, data, and content that you submit or upload to the Platform (“Client Content”). Submitting Client Content to the Platform does not transfer any ownership rights to Vistera.

7.2 Licence to Process

By submitting Client Content to the Platform, you grant Vistera a limited, non-exclusive licence to access, store, process, and use your Client Content solely for the purpose of:

• delivering the services you have requested;
• operating and securing the Platform, and improving it using only anonymized or aggregated data; and
• complying with applicable legal and professional obligations.

This licence terminates when the relevant Client Content is deleted or when your account is closed, subject to our data retention obligations under applicable law and professional record-keeping requirements.

7.3 Client Representations

You represent and warrant that you have all rights necessary to submit the Client Content to the Platform; that the Client Content does not infringe the rights of any third party; and that the Client Content does not contain malicious code or violate any applicable law.

7.4 Sensitive Information

You should not submit Client Content that includes personal information beyond what is necessary for the Engagement. If you submit personal information about third parties (such as employees), you are responsible for ensuring that you have the authority to share that information with Vistera under applicable privacy law, including PIPEDA, PIPA BC, and PIPA AB as applicable.

7.5 Data Retention

Data retention periods are being finalized and will be published in our Privacy Policy and Data and Document Handling policy. You may request deletion of your Client Content by contacting us as described in Section 15. We will process deletion requests within a reasonable time, subject to our obligations under applicable law and professional record-keeping requirements. Client Content will not be sold or shared with third parties for marketing purposes.

8. Intellectual Property

8.1 Platform Ownership

The Platform, including its software, design, structure, features, and underlying technology, is owned by or licensed to Vistera. These Terms do not grant you any right, title, or interest in the Platform beyond the limited right to access and use it in accordance with these Terms.

8.2 Work Product

Work product created and delivered to you by an Expert through the Platform (“Deliverables”) is provided for your business use. Unless otherwise agreed in writing:

• Deliverables are provided for the exclusive use of your Client Organization;
• you may not resell, publish, or sublicense Deliverables to third parties without prior written consent from Vistera; and
• Vistera retains any underlying methodologies, frameworks, templates, or know-how that are not specific to your Engagement.

8.3 Feedback

If you provide feedback, suggestions, or ideas about the Platform (“Feedback”), you grant Vistera a perpetual, irrevocable, royalty-free licence to use that Feedback for any purpose without compensation to you.

9. Fees and Billing

9.1 External Billing

Billing for services accessed through the Platform is handled outside the Platform by Vistera directly. The Platform does not currently process payments. Fee arrangements, invoicing, and payment terms are governed by any separate service agreement or engagement letter entered into between you and Vistera.

9.2 Early Access Pricing

During the current Early Access phase, Clients may be accessing services at a reduced or promotional rate. Vistera will provide reasonable advance notice before transitioning to standard commercial pricing.

9.3 Taxes

You are responsible for any applicable taxes, duties, or levies arising in connection with your use of the services, except to the extent that Vistera is required by law to collect such taxes.

10. Limitation of Liability

10.1 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, Vistera, its affiliates, officers, employees, Experts, and service providers will not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with your use of the Platform or the services, including but not limited to loss of profits, loss of data, loss of business opportunity, or business interruption, even if Vistera has been advised of the possibility of such damages.

10.2 Cap on Direct Liability

To the maximum extent permitted by applicable law, Vistera’s total aggregate liability to you for any claims arising out of or in connection with these Terms or the services will not exceed the total fees paid by you to Vistera in the twelve (12) months immediately preceding the event giving rise to the claim. If no fees have been paid (for example, during a no-cost beta period), the maximum aggregate liability will be CAD $500.

This cap does not apply to, and does not limit, the liability of a lawyer-Expert or accounting-Expert (or of Vistera in respect of regulated legal or accounting services) for professional negligence, to the extent that any such limitation is prohibited by the rules of the applicable professional regulator or by mandatory professional liability insurance requirements. To the extent of any inconsistency, those mandatory requirements prevail over this Section 10.2.

10.3 Non-Excludable Liability

Nothing in these Terms limits Vistera’s liability for fraud or fraudulent misrepresentation; death or personal injury caused by negligence; or any liability that cannot be excluded or limited under applicable Canadian law or under the rules of a professional regulator governing an Expert.

10.4 Proportional Responsibility

Where a loss is caused or contributed to by your own acts, omissions, or failure to follow advice, Vistera’s liability will be reduced proportionally.

11. Disclaimers

11.1 Platform Provided “As Is”

The Platform is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Vistera makes no representations or warranties of any kind, express or implied, regarding the Platform, including warranties of merchantability, fitness for a particular purpose, or non-infringement. This Section 11.1 applies to the Platform software and availability; it does not disclaim the professional standard of care owed by an Expert in delivering advisory services.

11.2 Service Availability

Vistera does not warrant that the Platform will be available at all times, error-free, or free of interruptions. We will endeavour to provide advance notice of planned downtime.

11.3 Role of the Platform

The Platform software is not itself a law firm, public accounting firm, or licensed employment agency. Professional services accessed through the Platform are delivered by appropriately regulated professionals as described in Section 2 and the Expert Services Disclaimer and should be considered alongside independent professional advice where appropriate.

11.4 Reliance on Advice

You are responsible for the decisions you make based on advice or recommendations provided through the Platform. Vistera is not responsible for any outcomes resulting from your independent business decisions, except to the extent any resulting liability cannot be excluded under applicable law or professional regulation.

12. Termination

12.1 Termination by You

Your subscription runs for an initial term of twelve [12] months and automatically renews for successive twelve [12] month terms. To stop your subscription from renewing, you must provide us with written notice of non-renewal at the address in Section 15 at least one [1] month before the end of the then-current term. If we do not receive that notice in time, your subscription renews for a further twelve [12] month term. Your subscription and these Terms remain in effect until the end of the term, and you remain responsible for all subscription fees through that date. Fees already paid or invoiced are non-refundable.

12.2 Termination by Vistera

Vistera may terminate your access to the Platform: (a) for material breach of these Terms, if you fail to cure the breach within fifteen [15] days after we give you written notice of it; and (b) immediately, on written notice, for non-payment, fraud, abuse of the Platform, or breach of our Acceptable Use Policy.

12.3 Effect of Termination

On the effective date of expiry or termination, your right to access and use the Platform ceases. Fees that have accrued through that date remain payable, and fees already paid or invoiced are non-refundable. You may request a copy of your Client Content for a reasonable period after that date (we will confirm this window in a separate data retention policy). Provisions that by their nature should survive termination will continue in effect, including Sections 7 (Client Content, to the extent of retention obligations), 8 (Intellectual Property), 10 (Limitation of Liability), 11 (Disclaimers), and 13 (Governing Law).

13. Governing Law

13.1 Canadian Law

These Terms are governed by and construed in accordance with the laws of Canada and, depending on where your Client Organization is located or where the services are principally delivered, the applicable provincial law of British Columbia, Alberta, or Ontario. Where there is uncertainty about which provincial law applies, the laws of British Columbia will govern, as Vistera’s principal place of business is in Coquitlam, British Columbia.

13.2 Dispute Resolution

The parties agree to attempt to resolve any dispute arising out of or in connection with these Terms in good faith before commencing formal proceedings. If a dispute cannot be resolved informally, it shall be submitted to the courts of competent jurisdiction located in the Province of British Columbia, and you consent to the jurisdiction of those courts for that purpose, unless you and Vistera agree in writing to an alternative dispute resolution mechanism.

13.3 Language

These Terms are written in the English language only. No French translation is provided or required. All use of the Platform, communications, and services are conducted in English.

14. Changes to These Terms

Vistera may update these Terms from time to time. When we make material changes, we will notify you by email or through the Platform at least thirty [30] days before the changes take effect, unless a shorter notice period is required by law or is necessary to address a security or legal issue. Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Platform and close your account before the effective date. The “Last updated” date at the top of this document reflects the most recent revision.

15. Contact Information

For questions about these Terms, to report a suspected breach, or to exercise any rights described in these Terms or our Privacy Policy, please contact us at:

Vistera Technologies Corp. 1030 Westwood Street, Suite 202, Coquitlam, British Columbia V3C 4E4, Canada

Email: [email protected]

Phone: +1(778)800-8866

16. General

16.1 Entire Agreement

These Terms, together with our Privacy Policy, AI-Assisted Service Consent document, Data and Document Handling policy, Expert Services Disclaimer, and any separate service agreement or engagement letter, constitute the entire agreement between you and Vistera regarding the Platform and supersede all prior communications, representations, or agreements relating to the same subject matter.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

16.3 Waiver

Failure by Vistera to enforce any provision of these Terms does not constitute a waiver of its right to enforce that or any other provision in the future.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without Vistera’s prior written consent. Vistera may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, provided it gives you reasonable notice.

16.5 Notices

Notices to you will be sent to the email address associated with your account. Notices to Vistera must be sent to the address in Section 15.