Terms of Service

Effective date: December 24, 2025

1. General

These Terms of Service ("Terms") govern your access to and use of the software platform and related services (the "Services") provided by Skailar.AI, a corporation incorporated under the laws of Ontario, Canada ("Skailar.AI", "we", "our", or "us").

The Services are intended for use by licensed insurance brokers, brokerages, agencies, and their authorized representatives. By accessing or using the Services, you represent that you are legally authorized to do so and agree to be bound by these Terms.

2. Agreement Hierarchy

These Terms constitute the standard agreement governing use of the Services. If you or the entity you represent have entered into a separate written agreement with Skailar.AI, the terms of that written agreement shall prevail in the event of any conflict with these Terms.

3. Description of Services

Skailar.AI provides a digital insurance brokerage portal that supports the management, analysis, and administration of insurance policies, placements, client information, and related brokerage workflows.

The Services are administrative and informational in nature only and do not replace professional judgment, regulatory obligations, or compliance responsibilities required under applicable insurance laws.

4. Permitted Use

You may use the Services only in compliance with these Terms and all applicable federal, provincial, and territorial laws, including insurance, privacy, and consumer protection laws applicable in Ontario and Canada.

You agree not to:

• Use the Services for unlawful, misleading, fraudulent, or unethical purposes;
• Reverse engineer, decompile, or attempt to extract source code or proprietary models;
• Upload or process data that infringes third-party rights or violates applicable law;
• Circumvent or interfere with security or access controls.

You are responsible for maintaining the confidentiality of your access credentials and for all activities conducted under your account.

5. Regulatory Acknowledgement (FSRA & RIBO)

5.1 Regulatory Framework

You acknowledge that insurance brokerage activities in Ontario are regulated by the Financial Services Regulatory Authority of Ontario (FSRA) and the Registered Insurance Brokers of Ontario (RIBO).

Use of the Services does not relieve you of your obligations to comply with all applicable laws, regulations, by-laws, codes of conduct, insurer requirements, or regulatory guidance.

5.2 RIBO Licensing and Compliance

You represent and warrant that:

• You, and all users accessing the Services on your behalf, hold all required RIBO licenses and registrations;
• Such licenses will be maintained in good standing at all times; and
• You will comply with all applicable RIBO By-Laws, Code of Conduct, continuing education requirements, and regulatory directives.

Skailar.AI does not verify licensing status and assumes no responsibility for monitoring or enforcing your regulatory compliance.

5.3 No Insurance, Legal, or Regulatory Advice

The Services are provided for workflow, data organization, and analytical support only.

Nothing in the Services constitutes:

• Insurance advice;
• Legal advice;
• Regulatory or compliance advice; or
• A determination of suitability, coverage adequacy, or client eligibility.

You remain solely responsible for all insurance recommendations, disclosures, documentation, suitability assessments, and compliance with RIBO, FSRA, insurer, and legal requirements.

5.4 Client Funds and Trust Accounts

Unless expressly agreed to in writing, the Services do not process, hold, transmit, or manage client funds.

You acknowledge that:

• You are solely responsible for compliance with RIBO trust account rules, premium handling, remittance, and reconciliation obligations;
• Any financial or premium information entered into the Services is for record-keeping or reporting purposes only; and
• Skailar.AI does not act as a trustee, fiduciary, broker, or custodian of client funds.

5.5 Records, Audit, and Regulatory Requests

You are responsible for maintaining all records required under RIBO regulations, including client files, disclosures, transaction records, and correspondence.

While the Services may assist with record organization:

• Regulatory record retention obligations remain your responsibility;
• System availability does not replace your obligation to maintain independent records; and
• Skailar.AI may comply with lawful requests from regulators, courts, or authorities (including RIBO or FSRA) as required by law.

5.6 Suspension for Regulatory Risk

Skailar.AI reserves the right to suspend or restrict access to the Services if we reasonably believe continued use may:

• Expose Skailar.AI to regulatory, legal, or reputational risk; or
• Involve unlawful, unethical, or materially non-compliant insurance practices.

6. Intellectual Property Rights

All intellectual property rights in and to the Services, including software, platform architecture, designs, documentation, and proprietary models, are and shall remain the exclusive property of Skailar.AI or its licensors.

No rights or licenses are granted except as expressly stated in these Terms.

7. Data and Privacy

7.1 Your Data

"Your Data" means any data, content, or information submitted to the Services by you or on your behalf, including personal information of clients.

You retain all rights, title, and interest in Your Data. By using the Services, you grant Skailar.AI a limited, non-exclusive license to process Your Data solely to provide, maintain, and improve the Services.

7.2 Privacy Compliance

Skailar.AI handles personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation.

We do not sell or share customer data for advertising or marketing purposes. Our data practices are further described in our Privacy Policy.

7.3 Client Consent

You represent and warrant that you have obtained all required consents and authorizations from clients to collect, use, and disclose personal information through the Services in compliance with PIPEDA, provincial privacy laws, and RIBO requirements.

Skailar.AI acts solely as a service provider and not as an insurance broker, agent, or intermediary.

8. Confidentiality

Each party agrees to keep confidential any non-public, confidential, or proprietary information disclosed in connection with the Services, except where disclosure is required by law or authorized in writing.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

Skailar.AI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT USE OF THE SERVICES WILL ENSURE COMPLIANCE WITH RIBO, FSRA, INSURER, OR LEGAL REQUIREMENTS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Skailar.AI's TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO Skailar.AI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL Skailar.AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA.

11. Termination

We may suspend or terminate your access to the Services if you breach these Terms or if required by law or regulation.

Upon termination, your right to use the Services will immediately cease. You may request access to Your Data for up to sixty (60) days following termination, after which data may be permanently deleted, subject to legal retention requirements.

All provisions that by their nature should survive termination shall remain in effect.

12. Governing Law and Jurisdiction

These Terms shall be 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 relating to these Terms or the Services shall be brought exclusively in the courts located in Ontario, Canada.

13. Changes to the Terms

We may update these Terms from time to time. Material changes will be communicated via email or notice within the Services. Continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

14. Contact Information

For questions regarding these Terms, please contact:

Skailar.AI
120 Chapman Street, L4G 0E2 Aurora
Ontario, Canada
Email: stealth-info@skailar.ai