Operated by GTM Software Labs, Inc. (“haloplane,” “we,” “us,” “our”). These Terms of Service form a binding agreement between GTM Software Labs, Inc., an Ontario corporation operating as haloplane, and the organization that accesses or uses the haloplane platform.
1.1 These Terms of Service (the “Terms”) form a binding agreement between GTM Software Labs, Inc., an Ontario corporation operating as haloplane, and the organization that accesses or uses the haloplane platform (the “Service”). The organization is referred to as “Customer” or “you.”
1.2 Acceptance. You accept these Terms by clicking “I Agree” (or a similar control) at sign-up, by signing an Order Form that references these Terms, or by accessing or using the Service. If you do not agree, do not access or use the Service.
1.3 Authority to bind. By accepting these Terms, the individual doing so represents that they are at least the age of majority in their jurisdiction and that they have authority to bind the organization on whose behalf they are acting. The agreement is between haloplane and that organization, and the organization is responsible for all use of the Service under its account and for all fees incurred.
1.4 Geographic restriction. The Service is not available to organizations or individuals located in the Province of Quebec. By accepting these Terms, you represent that your organization is not established in, headquartered in, or primarily operating from Quebec, and that you will not permit individuals located in Quebec to access or use the Service under your account. If we determine that you or your authorized users are located in Quebec, we may suspend or terminate your access to the Service.
1.5 Order of precedence. If you and haloplane have signed a separate written agreement (for example, a Master Services Agreement, Enterprise Order Form, or Data Processing Addendum), that signed agreement governs to the extent of any conflict with these Terms. Otherwise, these Terms, together with the documents they incorporate by reference, are the entire agreement. The documents incorporated by reference are: the Privacy Policy, the Acceptable Use Policy, the Data Processing Addendum (where applicable), and the Plan details and pricing published at haloplane.ai/pricing or in an Order Form.
“AI Features” means the components of the Service that use artificial intelligence, including large language models, to generate assessments, strategies, recommendations, summaries, and other outputs.
“Customer Data” means data, content, and materials that you or your authorized users submit to the Service, including partner data, CRM data, and account information.
“Platform Intelligence” means the de-identified data, analyses, profiles, scores, assessments, and intermediate work product generated by the Service’s AI agents in the course of processing Customer Data and producing Outputs, which are used internally by the Service and are not delivered to you as a final deliverable. Platform Intelligence includes, by way of example, partner profiles, market and product-fit analyses, qualification scores, and analytical models that the Service generates and uses across its agent pipeline. Platform Intelligence does not include Customer Data or Outputs. Personal information is de-identified before it is incorporated into Platform Intelligence that haloplane retains.
“Outputs” means the final assessments, partnership strategies, joint business plans, QBR materials, health indicators, recommendations, and other content the Service delivers to you as a result of its processing. For clarity, Outputs are the end-product deliverables surfaced to you for your review and use, and do not include Platform Intelligence.
“Credits” means the units of platform usage included in your Plan or purchased separately. Credits are consumed as you use credit-metered features of the Service, and different operations may consume different numbers of Credits based on their complexity and underlying cost.
“Plan” means the subscription tier you select, which determines your platform access, included Credit allotment, and Subscription Term. Current Plans, Credit allotments, and pricing are published at haloplane.ai/pricing.
“Subscription Term” means the committed period for which you subscribe to a Plan, as selected at sign-up or specified in an Order Form.
“Order Form” means an ordering document signed by you and haloplane, used primarily for enterprise and custom arrangements. Where an Order Form specifies pricing, Credit allotments, or Subscription Term, those terms govern over the pricing page for that Order Form.
“AI Service Providers” means the third-party foundation model, cloud hosting, and infrastructure providers we use to deliver the Service. We may change them at any time, subject to Section 5.4 and Section 5.7.
“Subprocessors” means our AI Service Providers and any other third parties that process Customer Data on our behalf to provide the Service. A current list is maintained at haloplane.ai/subprocessors.
3.1 License. Subject to these Terms and to payment of applicable fees, haloplane grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your Subscription Term, solely for your internal business purposes and in accordance with the Acceptable Use Policy.
3.2 Authorized users. You may permit your employees and contractors to use the Service through accounts you provision. You are responsible for their compliance with these Terms. Access is controlled through your authentication provider and the Service’s role-based access controls.
3.3 Service changes. We may modify, add, or remove features of the Service over time. If we make a change that materially reduces the core functionality of a paid Plan during your Subscription Term, Section 14 governs notice and your remedies.
3.4 Dependence on third-party providers. The Service depends on AI Service Providers and infrastructure outside our control. Changes, deprecations, outages, suspensions, or discontinuation by those providers, including the withdrawal of a particular model, may interrupt, degrade, or alter the Service or the availability of particular features. We are not responsible for those third-party services in themselves. We will use commercially reasonable efforts to restore affected functionality or substitute comparable functionality, and to the extent an interruption or change results from a third-party provider, our liability is limited as set out in Section 12.
3.5 Corporate accounts. If you register or use the Service with an email address belonging to an organization (for example, your employer), the Service may associate your account with that organization’s account, and the organization’s administrators may be able to control your account, including accessing its Content and suspending or removing your access. Where the organization has not already told you it may control your account, we will provide notice so you can facilitate the transfer. You represent that you are authorized to use that email address for the Service.
4.1 Nature of the AI Features. The Service uses artificial intelligence, including large language models, to analyze Customer Data and generate Platform Intelligence and Outputs. The AI Features operate probabilistically. They produce different results for similar inputs and they can produce results that are inaccurate, incomplete, or not suitable for your situation. This means the Service may produce different results each time, even from the same or similar inputs, and some results may be wrong.
4.2 Outputs are decision support. Outputs are provided to assist your judgment. They are recommendations for a human to review, and they are surfaced for approval by a person in your organization before any action is taken. You remain the decision-maker. haloplane is not a substitute for your own analysis, and the Service does not make partnership, commercial, financial, or legal decisions on your behalf.
4.3 No professional advice. Outputs do not constitute legal, financial, tax, accounting, or other professional advice. You are responsible for obtaining professional advice where appropriate.
4.4 Your verification responsibility. You are responsible for reviewing and verifying any Output before relying on it or acting on it. You should not act on an Output without independent verification appropriate to the decision at stake. haloplane is not liable for decisions you make, or actions you or third parties take, in reliance on an Output. This verification responsibility is independent of, and in addition to, the limitations set out in Section 12.
4.5 Known characteristics. You acknowledge that large language models can generate output that appears authoritative but is incorrect, sometimes called hallucination, and that this is a known characteristic of the technology rather than a defect that haloplane warrants against. Confidence indicators, where the Service provides them, are estimates and are not guarantees of accuracy. You will use commercially reasonable efforts to make your authorized users who rely on Outputs aware of these limitations.
4.6 AI Service Providers. The Service is delivered using one or more AI Service Providers. We may change, add, or replace them at any time. Where we do, we will continue to require, by contract, that they meet the commitments described in these Terms, including the data-handling commitments in Section 5. Your use of the AI Features is also subject to the acceptable use requirements of the underlying providers, which we pass through in the Acceptable Use Policy. A current list of our Subprocessors, including AI Service Providers, is at haloplane.ai/subprocessors.
5.1 Customer Data — you own it. As between you and haloplane, you own all Customer Data. You grant haloplane a non-exclusive, worldwide license to host, process, transmit, and display Customer Data as needed to provide, secure, and support the Service during your Subscription Term. haloplane uses identifiable Customer Data solely to provide, secure, and support the Service to you. haloplane does not use identifiable Customer Data for its own product improvement or for any other purpose. haloplane may use aggregated and de-identified data that does not identify you, any individual, or any organization for broader purposes, including product improvement, quality assurance, and analytical and research purposes, subject to the limits in Section 5.4.
5.2 Platform Intelligence — haloplane owns it. As between you and haloplane, Platform Intelligence is haloplane’s property and forms part of haloplane’s intellectual property under Section 6. haloplane may use, retain, and build upon Platform Intelligence for any purpose, including to improve the Service and to serve other customers. Platform Intelligence is the analytical work product of haloplane’s methodology and AI agents, not a deliverable to you, and your rights under these Terms are to the Customer Data you provide and the Outputs you receive, not to the intermediate processing that produces them. haloplane de-identifies personal information before incorporating it into Platform Intelligence that haloplane retains. For clarity, the Service may process identifiable Customer Data in real time through its agent pipeline to produce Outputs for you — that is delivery of the Service. But personal information is de-identified before any intermediate work product is retained by haloplane as Platform Intelligence. Notwithstanding haloplane’s ownership of Platform Intelligence: (i) to the extent any Customer Data (other than personal information, which is de-identified) is embedded in or identifiable within Platform Intelligence, that Customer Data remains your Confidential Information subject to Section 9, and haloplane will not disclose it to any other customer or third party; (ii) haloplane’s use of Platform Intelligence is subject to the model training restriction in Section 5.4; and (iii) haloplane will not use Platform Intelligence in a manner that reveals your Confidential Information to another customer.
5.3 Outputs — you own them. As between you and haloplane, you own the Outputs delivered to you from your Customer Data, and haloplane assigns to you all of its right, title, and interest, if any, in and to those Outputs, subject to haloplane’s ownership of the Service itself under Section 6 and of Platform Intelligence under Section 5.2. Because the AI Features are probabilistic, Outputs may not be unique, and another customer may receive similar Outputs from similar inputs; this assignment does not extend to another customer’s outputs. The parties acknowledge that the existence and scope of intellectual property rights in AI-generated content is unsettled, and that this assignment conveys whatever rights, if any, haloplane holds; haloplane does not warrant that Outputs are protectable under copyright or other intellectual property law.
5.4 Model training restriction and de-identified use. haloplane will not use your Customer Data to train, fine-tune, or improve any generally available foundation model. We require our AI Service Providers, by contract, not to train their models on your Customer Content processed through the Service, and we will only use AI Service Providers that make this commitment, so this protection continues to apply if we change providers. haloplane may use aggregated and de-identified data that does not identify you or any individual for product improvement, including quality assurance of Outputs and refinement of haloplane’s own prompts, scoring rubrics, and workflows. For clarity, haloplane’s use of Customer Data to improve the Service is limited to aggregated and de-identified data; identifiable Customer Data is used only to deliver, secure, and support the Service to you. The model training restriction in this Section applies equally to Platform Intelligence: haloplane will not use Platform Intelligence to train, fine-tune, or improve any generally available foundation model.
5.5 Privacy. Our handling of personal information is described in the Privacy Policy. We process personal information in accordance with applicable privacy law, including Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA). Where you are a controller of personal information that we process on your behalf, the Data Processing Addendum governs that processing.
5.6 Security. We maintain administrative, technical, and physical safeguards designed to protect Customer Data, including encryption of Customer Data in transit and at rest.
5.7 Subprocessors. We use Subprocessors, including our AI Service Providers and hosting and infrastructure providers, to provide the Service. We maintain a current list of Subprocessors at haloplane.ai/subprocessors. Where the Data Processing Addendum applies, we will give notice of new Subprocessors and an opportunity to object as set out there. We remain responsible for our Subprocessors’ performance of the obligations we owe you under these Terms.
6.1 Our property. The Service, including its software, models orchestration, user interface, the Unified Partnership Maturity Model and related methodology, the constitutional guardrails and rubric corpus that govern the AI Features, Platform Intelligence, and all related intellectual property, are and remain the property of haloplane and its licensors. Nothing in these Terms transfers ownership of the Service or Platform Intelligence to you.
6.2 Restrictions. You will not copy, modify, reverse engineer, decompile, or create derivative works of the Service, and you will not use the Service to build a competing product or to extract or replicate its underlying models, prompts, rubrics, or methodology. The Acceptable Use Policy contains further restrictions.
6.3 Feedback. If you give us feedback or suggestions about the Service, we may use them without restriction or obligation to you.
7.1 Subscription commitment. You select a Plan and a Subscription Term at sign-up or in an Order Form. By subscribing, you commit to the full Subscription Term. The Subscription Term is a binding commitment, and fees for the entire Subscription Term are owed regardless of whether you use the Service for the full term or consume all of your Credits.
7.2 Payment options. You may pay for your Subscription Term in one of two ways: (i) upfront in a single payment at the start of the Subscription Term, at the discounted rate published at haloplane.ai/pricing; or (ii) in monthly installments over the Subscription Term, at the monthly rate published at haloplane.ai/pricing. Where you have signed an Order Form, the payment terms in that Order Form govern. Choosing monthly installments does not create a month-to-month subscription; it is a payment schedule for a committed Subscription Term.
7.3 What a Credit is. Credits are consumed when you use credit-metered features of the Service. A single Credit is a blended unit: different operations consume different numbers of Credits based on their complexity and underlying cost, so a Credit is not tied to any one feature. We will make current Credit consumption rates available to you, and we may adjust those rates on notice as described in Section 7.10.
7.4 Credit pool. Your Plan includes a total Credit allotment for the Subscription Term, delivered as a single pool available across the entire term. Credits do not subdivide into monthly buckets and do not reset monthly. Unused Credits at the end of the Subscription Term expire and have no cash value.
7.5 Credit exhaustion and top-ups. When your included Credits are exhausted, credit-metered features of the Service pause automatically. There is no overage billing. To resume use of credit-metered features, you may purchase additional Credit packs at the rates published at haloplane.ai/pricing. Purchased Credit packs are available immediately upon purchase and expire at the end of the Subscription Term in which they are purchased, on the same basis as included Credits. Purchased Credit packs are non-refundable.
7.6 Usage visibility. We provide tools to view current Credit consumption and remaining balance, together with threshold alerts (for example at 50, 80, and 95 percent of the available allotment). These tools and alerts ship with the Service.
7.7 Fees and payment. You authorize us, or our payment processor, to charge your payment method for all fees for your Plan and any Credit purchases. Where you pay upfront, the full fee is charged at the start of the Subscription Term. Where you pay in monthly installments, each installment is charged at the start of the applicable month. Credit pack purchases are charged at the time of purchase. Except as expressly stated in these Terms or required by applicable law, all fees are non-refundable, and Credits, whether included or purchased, are non-refundable and have no cash value.
7.8 Non-payment. If a monthly installment or any other charge fails or is overdue, we may suspend access to the Service until payment is resolved. Suspension does not relieve you of your obligation to pay the remaining fees for the full Subscription Term. If payment remains unresolved for more than 30 days after the due date, we may terminate your access to the Service, and the entire remaining balance for the Subscription Term becomes immediately due and payable.
7.9 Renewal. At the end of the Subscription Term, your subscription renews automatically for a further term of the same length, at the then-current price, unless you cancel before the renewal date through the account settings or by contacting us at legal@haloplane.ai. We will provide at least 30 days’ notice before any renewal that involves a price increase, and at least 15 days’ notice of any other upcoming renewal. You may cancel at any time before the renewal date to stop the next term from beginning. Cancellation stops the next renewal; it does not terminate the current Subscription Term early or relieve you of fees owed for the current term.
7.10 Price changes. We may change Plan prices and Credit pack rates by updating the pricing at haloplane.ai/pricing. Price changes do not affect the current Subscription Term. Changes take effect on renewal, and we will give you at least 30 days’ notice before the renewal so you can decide whether to renew.
7.11 Taxes. Fees are exclusive of taxes. You are responsible for applicable taxes, including Canadian GST/HST and any other sales or use taxes, except for taxes based on haloplane’s net income.
Your use of the Service is subject to the Acceptable Use Policy, which is incorporated into these Terms and which reflects the acceptable use requirements of our AI Service Providers. Among other things, you and your authorized users will not: (i) use the Service unlawfully or to generate unlawful or harmful content; (ii) infringe others’ rights; (iii) use the Service to build or train a competing AI model or service, or to reverse engineer, scrape, or benchmark the Service; (iv) submit data you do not have the right to submit; (v) submit categories of regulated or sensitive data that we identify as prohibited, or use the Service for high-risk purposes where failure could lead to death, personal injury, or serious physical or environmental harm, in each case except where we expressly permit it; or (vi) attempt to circumvent usage limits or security controls. You are responsible for your authorized users’ compliance. We may suspend access for violations, and a change to or suspension under an AI Service Provider’s policies may require us to do so.
9.1 Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms and will protect it with at least reasonable care. Confidential information does not include information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party.
9.2 The Service, including features not yet generally released, the constitutional guardrails, rubric corpus, methodology, and Platform Intelligence, is haloplane’s confidential information. Customer Data is your confidential information.
10.1 Term. These Terms apply for as long as you have an account or use the Service, and through any Subscription Term you have purchased.
10.2 Cancellation. You may cancel your subscription to prevent renewal at the end of the current Subscription Term. Cancellation stops the next renewal but does not terminate the current Subscription Term early. Fees for the current Subscription Term are non-refundable, and remaining Credits are forfeited at the end of the Subscription Term.
10.3 Termination by haloplane. We may suspend or terminate your access for material breach of these Terms, including non-payment or violation of the Acceptable Use Policy, and for the reasons set out there. Where practical and where the breach is curable, we will give notice and an opportunity to cure.
10.4 Effect of termination. On termination, your right to access the Service ends. We will make Customer Data available for export for 30 days after termination, after which we may delete it in the ordinary course, subject to the Privacy Policy and the Data Processing Addendum. For clarity, Platform Intelligence is haloplane’s property, does not contain identifiable personal information, and is not subject to the export obligation in this Section. Termination does not relieve you of any fees owed for the Subscription Term.
10.5 Survival. Sections that by their nature should survive, including Sections 5, 6, 7.7, 7.8, 9, 11, 12, 13, and 15, survive termination.
11.1 Each party represents that it has the authority to enter into these Terms.
11.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, HALOPLANE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HALOPLANE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR FIT FOR YOUR PURPOSE. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS DISCLAIMER AND AGREE THAT IT IS REASONABLE IN THE CIRCUMSTANCES OF THIS AGREEMENT.
12.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOST OR INACCURATE DATA, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.
12.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO HALOPLANE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) TEN THOUSAND CANADIAN DOLLARS (CAD $10,000).
12.3 Carve-outs. The exclusion in 12.1 and the cap in 12.2 do not apply to: (a) your payment obligations; (b) your indemnification obligations under Section 13.1; (c) either party’s breach of confidentiality; (d) either party’s liability for fraud or willful misconduct; or (e) liability that cannot be limited under applicable law. Any indemnity haloplane provides under Section 13.2 remains inside the cap in 12.2.
13.1 By you. You will defend haloplane and its affiliates and personnel against any third-party claim arising from (a) your Customer Data or Inputs, (b) your use of the Service in violation of these Terms or applicable law, or (c) your use or distribution of Outputs, including any claim that your Customer Data, Inputs, or your use or distribution of Outputs infringes or misappropriates a third party’s intellectual property or other rights. You will indemnify haloplane for amounts finally awarded by a court or agreed by you in settlement of such a claim.
13.2 By haloplane.
(a) Default position. Except where expressly agreed in a signed Order Form, haloplane does not provide an intellectual property or other indemnity. The verification responsibility in Section 4 and the allocation in Section 13.1 apply.
(b) Optional narrow indemnity for Order Forms. Where haloplane expressly agrees in a signed Order Form to provide an IP indemnity, the following applies unless that Order Form states otherwise. haloplane will defend you against a third-party claim alleging that the haloplane platform software, as provided by haloplane and used in accordance with these Terms, infringes that third party’s intellectual property right, and will indemnify you for amounts finally awarded by a court or agreed by haloplane in settlement. This indemnity excludes, and haloplane has no obligation for, any claim arising from: (i) the Outputs; (ii) your Customer Data or Inputs; (iii) combination or use of the Service with technology, data, or content not provided by haloplane; (iv) modifications not made by haloplane; (v) continued use after haloplane notifies you to stop in connection with a claim; (vi) use you know or reasonably should know infringes; or (vii) trademark or patent claims based on use of Outputs in trade or commerce.
(c) Remedies. For a covered claim, haloplane may, at its option and expense: procure the right for you to keep using the affected part of the Service; modify it so it is non-infringing; or, if neither is commercially practicable, terminate the affected part and refund prepaid, unused fees for it. This is haloplane’s primary obligation and your primary remedy for a covered claim.
(d) Cap. Any indemnity haloplane provides under this Section 13.2 is subject to, and remains inside, the limitation of liability in Section 12. haloplane does not offer an uncapped IP indemnity or a separate higher indemnity cap.
(e) Conditions. The indemnity is conditioned on you promptly notifying haloplane of the claim, giving haloplane sole control of the defense and settlement, and cooperating reasonably, provided that haloplane will not agree to any settlement that imposes obligations on you (other than ceasing use of the affected portion of the Service) without your prior written consent.
14.1 We may update these Terms. For material changes, we will give at least 30 days’ notice by email to the account holder or by notice in the Service. Non-material changes take effect when posted.
14.2 If you do not agree to a material change, you may cancel before it takes effect and receive a prorated refund of prepaid fees for the unused portion of your current Subscription Term. Your continued use after a change takes effect is acceptance of the updated Terms.
15.1 Governing law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules.
15.2 Informal resolution first. Before starting a formal proceeding, the parties will try in good faith to resolve any dispute informally. The party raising the dispute will send the other a written notice describing it, and the parties will attempt to resolve it for at least 30 days after that notice before proceeding.
15.3 Jurisdiction. If a dispute is not resolved informally, the courts located in Ontario have exclusive jurisdiction over it, and each party submits to that jurisdiction.
16.1 Assignment. You may not assign these Terms without our consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
16.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of third-party infrastructure or model providers.
16.3 Notices. We may give notice by email to your account address or through the Service. You give notice to us at legal@haloplane.ai.
16.4 Entire agreement and severability. These Terms and the documents they incorporate are the entire agreement on this subject. If any provision is found unenforceable, the rest remains in effect.
16.5 No waiver. A failure to enforce a provision is not a waiver of it.
16.6 Export and sanctions. You will comply with applicable export control and economic sanctions laws. You will not use or access the Service, or permit it to be used, in or for the benefit of any country, region, person, or entity subject to applicable sanctions or trade restrictions, or any restricted-party or restricted-location list that applies to the Service or its underlying providers, and you will not submit data that requires a government license to be processed or exported.
16.7 Publicity. haloplane may identify you as a customer and use your name and logo to do so, on its website and in marketing materials. We will not disclose your Confidential Information in doing so. You may opt out at any time by contacting us at legal@haloplane.ai.