Terms of Use

1. Acceptance, Eligibility and Authority

1.1 Agreement. These Terms govern access to and use of the Inacsys Circular Industry Cloud at inacsys.com and related subdomains (the "Platform") operated by Inacsys Inc. ("Inacsys," "we," "us," or "our"). The person using the Platform and the business they represent are collectively the "Customer" or "you."

1.2 Eligibility. The Platform is intended for businesses and their authorized representatives engaged in, or seeking to engage in, industrial trade involving recyclable paper and plastic materials. You must be at least 18 years old or the applicable age of majority and your business must be lawfully organized and, where applicable, licensed or registered for the activities for which you use the Platform.

1.3 Authority. If you accept these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity.

1.4 Verification. Inacsys may request information reasonably necessary to verify a business, its representatives, licensing, sanctions status, or other compliance matters. Inacsys may decline, restrict, suspend, or terminate access where reasonably necessary to protect the Platform, other users, or comply with law.

2. Definitions

"Customer Content" means information, data, listings, specifications, documents, photographs, messages and other materials submitted by or on behalf of Customer.

"Platform Data" means technical, operational, usage, security, telemetry, and other data generated through operation of the Platform, excluding Customer Content except where expressly converted into aggregated or de-identified information.

"Derived Data" means aggregated, statistical, benchmarked, or de-identified information derived from operation of the Platform that does not reasonably identify Customer or an individual.

"Kiwi" means Inacsys' AI-assisted matching and decision-support functionality.

"Transaction" means a sale, purchase, exchange, shipment, or other commercial arrangement between Customers.

"Managed Transaction Service" means an expressly enrolled service in which Inacsys or an authorized partner assumes a contracting, facilitating, payment, logistics, or other execution role as expressly stated in a separate addendum.

3. Platform Role — Standard Functionality

3.1 Technology Platform. Unless a separate Managed Transaction Services Addendum expressly applies, the Platform is technology infrastructure that helps businesses discover, evaluate, communicate, and negotiate potential Transactions, including listing creation, AI-assisted matching, bidding, negotiation tools, and buyer-risk indicators.

3.2 No Transaction Party. For Standard Functionality, Inacsys is not a buyer, seller, owner, broker, dealer, agent, freight forwarder, customs broker, escrow agent, insurer, lender, credit bureau, financial institution, or other party to a Transaction between Customers. A Transaction is solely between the relevant Customers.

3.3 No Title, Possession, Inspection or Certification. Inacsys does not take title to or possession of Customer materials and does not independently inspect, test, certify, grade, weigh, value, insure, warrant, or guarantee any material or listing.

3.4 No Payment Responsibility. Inacsys does not process, hold, settle, guarantee, or transmit Customer-to-Customer payments unless and until a payment service is expressly activated and governed by separate terms.

3.5 No Guarantee. Inacsys does not guarantee the accuracy, completeness, legality, availability, quality, grade, quantity, origin, importability, exportability, creditworthiness, solvency, reliability, delivery, payment, or performance of any Customer or Transaction.

3.6 No Reliance. Customers must independently verify all material facts and obtain professional legal, tax, customs, environmental, regulatory, financial, credit, insurance, and other advice appropriate to their Transaction.

4. Managed Transaction Services

4.1 Separate Agreement Required. No Managed Transaction Service is available or deemed accepted unless Customer expressly enrolls under a written Managed Transaction Services Addendum or Order Form.

4.2 Specific Role. The applicable addendum will identify Inacsys' precise role, territory, authorized partners, fees, payment arrangements, title and risk of loss, logistics, insurance, quality procedures, regulatory responsibilities, indemnities, liability limits, and dispute mechanism.

4.3 No Implied Role. Marketing materials, Platform functionality, communications, matching activity, or participation by Inacsys personnel will not by themselves create an agency, brokerage, partnership, fiduciary, escrow, or principal relationship.

5. Customer Responsibilities

Customer is solely responsible, for Standard Functionality, for: (a) accuracy and legality of all Customer Content; (b) identity, authority, licensing, sanctions status, and due diligence concerning counterparties; (c) verifying material quality, grade, weight, specifications, origin, packaging and suitability; (d) contractual terms; (e) payment and credit decisions; (f) delivery and logistics; (g) customs, import/export controls and waste-shipment laws, including applicable Basel Convention, OECD, EU, Canadian, U.S., Indian, Chinese and other domestic requirements; (h) permits, registrations and certifications; and (i) taxes, reporting and recordkeeping.

6. Listings and Customer Content

6.1 Ownership. Customer retains ownership of Customer Content.

6.2 Licence. Customer grants Inacsys a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit, display, format, process, and otherwise use Customer Content solely as reasonably necessary to provide, secure, administer, maintain, and improve the Platform and the services expressly requested by Customer.

6.3 AI Use. Inacsys may use Customer Content to provide personalized or transaction-specific matching and decision-support. Inacsys will not use identifiable Customer Confidential Information or proprietary Customer Content to train a general-purpose model for unrelated third-party benefit unless expressly authorized in writing or permitted by the applicable Customer agreement.

6.4 Derived Data. Inacsys owns Platform Data and Derived Data and may use Derived Data for analytics, benchmarking, research, product development, security, and improvement, provided it does not reasonably identify Customer or an individual.

6.5 Customer Representations. Customer represents that it has all rights, permissions and lawful bases necessary to submit Customer Content and authorize the foregoing licence.

7. Contact Masking and Anti-Circumvention

Where Inacsys masks counterparty contact details, Customer will not circumvent the Platform by identifying, contacting, or transacting with an introduced counterparty outside the Platform for the purpose of avoiding applicable fees or established transaction processes while details remain masked and for 12 months after a match is revealed. This restriction does not prohibit a relationship demonstrably existing independently before the Platform introduction.

8. Fees

Any applicable fee will be disclosed in writing before it becomes enforceable. Managed Transaction fees will be governed by the applicable addendum. Taxes, duties, and third-party charges are Customer's responsibility unless expressly stated otherwise.

9. Acceptable Use

Customer must not use the Platform to: (a) trade prohibited or unlawfully transported materials; (b) evade waste-import restrictions; (c) engage in sanctions evasion, money laundering, terrorist financing, narcotics, arms, human trafficking, WMD proliferation, fraud, or other unlawful activity; (d) post false or misleading information; (e) misstate specifications, quantity, origin, quality, identity, authority, or company information; (f) impersonate Inacsys or another user; (g) scrape, crawl, reverse engineer, extract, reproduce, benchmark for a competing service, or attempt to obtain Platform source code, models, weights, prompts, training data, or security information; (h) attempt unauthorized access or interfere with Platform availability; (i) send unsolicited bulk commercial communications using Platform data; (j) violate privacy, confidentiality, or IP rights; or (k) probe or test Platform vulnerabilities without prior written authorization.

9.1 Enforcement. Inacsys may remove content, withhold matches, restrict features, suspend or terminate accounts, preserve evidence, or report conduct to regulators or law enforcement where appropriate. This list is illustrative and does not limit Inacsys' rights to address conduct that creates material legal, security, safety, or operational risk.

10. Intellectual Property

10.1 Inacsys Ownership. Inacsys owns the Platform, software, Kiwi, models, algorithms, workflows, interfaces, designs, documentation, trademarks, service marks, logos, and underlying technology, including improvements and derivative developments created by or for Inacsys.

10.2 Limited Licence. Subject to these Terms, Inacsys grants Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform for Customer's internal lawful business purposes during the applicable account term.

10.3 Restrictions. Customer will not copy, modify, create derivative works of, distribute, sell, sublicense, lease, resell, commercially exploit, reverse engineer, decompile, disassemble, extract, or attempt to discover the source code, model weights, prompts, training data, or non-public architecture of the Platform.

11. Confidentiality

11.1 Confidential Information. Each party will protect the other party's non-public business, technical, pricing, financial, customer, supplier, transaction, security, and trade-secret information using at least reasonable care and will use it only for the purposes permitted by these Terms.

11.2 Exclusions. Confidential Information excludes information that is or becomes public without breach, was lawfully known before disclosure, is independently developed without use of the information, or is lawfully received from a third party without confidentiality restriction.

11.3 Required Disclosure. A party may disclose Confidential Information when legally required, provided it gives advance notice where legally permitted and reasonably cooperates with protective measures.

11.4 Equitable Relief. Unauthorized use or disclosure of Confidential Information, trade secrets, Platform IP, Customer data, or security information may cause irreparable harm. Either party may seek appropriate injunctive or equitable relief in addition to other remedies.

12. AI and Buyer-Risk Disclaimers

12.1 Decision Support Only. Kiwi outputs, matching suggestions, risk indicators, classifications, summaries, scores, recommendations, and other automated outputs are decision-support tools only.

12.2 No Accuracy Warranty. AI outputs may be incomplete, inaccurate, biased, outdated, unavailable, or unsuitable for a particular purpose and may change over time.

12.3 No Automated Reliance. Customer will not rely solely on Kiwi or any automated output for credit, sanctions, legal, regulatory, customs, environmental, quality, safety, pricing, insurance, payment, or other material decisions.

12.4 Buyer Risk. Buyer-risk or credit indicators are not guarantees of solvency or performance and are not, unless expressly stated in a separate agreement, a consumer or commercial credit report, insurance product, lending decision, or financial advice.

13. Warranties and Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, KIWI, CUSTOMER MATCHING, LISTINGS, CONTENT, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." INACSYS DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

14. Limitation of Liability

14.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INACSYS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATED TO THE PLATFORM OR A TRANSACTION.

14.2 Customer Transactions. Inacsys has no liability for disputes, losses, claims, or damages arising from Customer-to-Customer Transactions, including quality, grade, weight, title, delivery, payment, fraud, customs, sanctions, import/export, environmental, regulatory, or contractual disputes.

14.3 Aggregate Cap. For Standard Functionality, Inacsys' aggregate liability for all claims arising out of or relating to the Platform will not exceed the greater of CAD $100 and the fees actually paid by Customer to Inacsys for the Platform during the 12 months preceding the event giving rise to the claim.

14.4 Carve-outs. Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law. Any liability that cannot legally be limited will be limited to the minimum extent permitted by law. The parties may agree different liability terms in a written enterprise or Managed Transaction agreement.

14.5 No Third-Party Beneficiary. Except as expressly stated in a written agreement, no third party is entitled to enforce these Terms.

15. Customer Indemnification

Customer will defend, indemnify, and hold harmless Inacsys and its directors, officers, employees, contractors, affiliates, and service providers from claims, losses, damages, penalties, liabilities, and reasonable legal fees arising out of or related to: (a) Customer's breach of these Terms; (b) Customer Content; (c) Customer's Transaction or dispute with another Customer; (d) Customer's violation of trade, export, customs, sanctions, environmental, waste-shipment, privacy, or other law; (e) fraud, misrepresentation, negligence, or misconduct by Customer or its users; or (f) infringement or misappropriation of third-party rights by Customer Content.

Inacsys will promptly notify Customer of a claim where practicable. Inacsys may participate with counsel of its choice. Customer may not settle a claim in a manner that admits liability by or imposes obligations on Inacsys without Inacsys' prior written consent.

16. Customer Release

For Standard Functionality, Customer releases and discharges Inacsys from claims arising solely from the acts, omissions, representations, performance, non-performance, products, materials, payments, delivery, or regulatory conduct of another Customer, except to the extent caused by conduct of Inacsys that cannot lawfully be excluded.

17. Suspension and Termination

Inacsys may suspend, restrict, or terminate access for breach, suspected fraud, security risk, legal or regulatory risk, sanctions concerns, misuse, non-payment, or conduct reasonably likely to harm the Platform, other users, or Inacsys. Notice may be provided where practicable and lawful.

Customer may terminate its account at any time. Accrued payment obligations, confidentiality, IP restrictions, anti-circumvention, indemnification, limitations of liability, dispute provisions, and provisions intended by their nature to survive will survive termination.

18. Data Export and Deletion

Subject to applicable law, security requirements, legal holds, and retention obligations, Customer may request an export of Customer Content during the account term and for 30 days following termination. After that period, Inacsys may delete Customer Content, except information it is permitted or required to retain under the Privacy Policy, applicable law, legal hold, dispute resolution, audit, tax, security, or compliance requirements.

19. Privacy and Data Processing

Use of personal information is governed by the Inacsys Privacy Policy. Where Inacsys processes personal information on Customer's behalf as a processor/service provider, the parties may enter into a Data Processing Addendum. Customer is responsible for providing required notices and obtaining required permissions for personal information it uploads to the Platform.

20. No Professional Advice

The Platform and its outputs do not constitute legal, tax, accounting, customs, environmental, regulatory, financial, investment, insurance, credit, engineering, safety, or other professional advice.

21. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, terrorism, labour disputes, government action, sanctions, internet or infrastructure failures, cyber incidents not caused by the affected party's failure to use reasonable safeguards, utility outages, or failures of third-party providers.

22. Export Controls and Sanctions

Customer represents that it is not subject to applicable Canadian, U.S., EU, UN, or other sanctions that would make its use of the Platform unlawful and will not use the Platform in violation of applicable sanctions, export controls, import restrictions, waste-shipment rules, or other trade laws. Inacsys may restrict or terminate activity where it reasonably believes such laws may be implicated.

23. Dispute Resolution

23.1 Governing Law. These Terms are governed by Ontario law and applicable federal laws of Canada, without regard to conflict-of-law rules.

23.2 Good-Faith Negotiation. Before commencing arbitration, a party will provide written notice describing the dispute. Senior representatives will attempt in good faith to resolve the dispute within 30 days.

23.3 Arbitration. Subject to the carve-outs below, unresolved disputes between Customer and Inacsys will be finally resolved by binding arbitration administered by the International Chamber of Commerce under its Rules then in effect, seated in Toronto, Ontario, Canada, in English. Unless the parties agree otherwise or the applicable rules require otherwise, disputes reasonably estimated below CAD $250,000 will be heard by one arbitrator; disputes at or above CAD $250,000 may be heard by three arbitrators.

23.4 Costs. The tribunal may allocate arbitration costs and reasonable legal fees based on the circumstances, including the parties' conduct and relative success.

23.5 Confidentiality. Proceedings, submissions, evidence, and awards will be confidential except as necessary to enforce an award, comply with law, or protect or exercise legal rights.

23.6 Injunctive Relief. Either party may seek urgent interim or injunctive relief from a court of competent jurisdiction to prevent imminent harm involving IP, Confidential Information, privacy/security, fraud, or other urgent misconduct without waiving arbitration of the underlying dispute.

23.7 Small Claims. Inacsys may pursue collection of undisputed unpaid fees below CAD $10,000 through a competent court or small-claims process where available.

23.8 No Class Proceedings. To the maximum extent permitted by law, claims must be brought individually and not as a class, consolidated, collective, or representative proceeding.

23.9 Customer-to-Customer Claims. Disputes between Customers are not subject to this arbitration clause and must be resolved between the relevant Customers.

24. General

24.1 Entire Agreement. These Terms, the Privacy Policy, applicable Order Form, DPA, and Managed Transaction Services Addendum constitute the agreement concerning the Platform and supersede prior Platform terms.

24.2 Order of Precedence. If documents conflict, the following order applies unless the later document expressly states otherwise: (1) Managed Transaction Services Addendum for the applicable managed transaction; (2) signed Enterprise Agreement or Order Form; (3) DPA for data-processing matters; (4) these Terms; (5) Privacy Policy for privacy matters; and (6) incorporated policies.

24.3 Assignment. Customer may not assign these Terms without Inacsys' prior written consent. Inacsys may assign them without consent in connection with merger, financing, reorganization, corporate restructuring, or sale of assets.

24.4 Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain effective.

24.5 No Waiver. Failure to enforce a provision is not a waiver.

24.6 Independent Contractors. Nothing creates a partnership, joint venture, franchise, fiduciary, employment, or agency relationship except as expressly provided in a Managed Transaction Services Addendum.

24.7 Notices. Notices will be sent to the email or physical address on file, unless applicable law requires another method.

25. Changes to Terms

Inacsys may update these Terms. Material changes will be communicated by reasonable advance notice through the Platform or email. Unless otherwise stated, changes apply prospectively and not to a Transaction already completed. Continued use after the effective date constitutes acceptance to the extent permitted by law. Inacsys will maintain reasonable versioning records.

26. Contact

Inacsys Inc.
15 Wellesley St W Unit 201
Toronto, Ontario M4Y 0G7 Canada
support@inacsys.com