Terms of Service

1. Acceptance of Terms

By accessing or using ValueMap (the "Service"), you agree to be bound by these Terms of Service ("Terms") and all documents incorporated herein, including the Privacy Policy and, where applicable, the Data Processing Agreement (DPA). If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree, do not use the Service.

2. Description of Service

ValueMap is a B2B enterprise SaaS platform that enables organizations to model, evaluate, and prioritize business initiatives using financial metrics, including Net Present Value (NPV), Internal Rate of Return (IRR), and Payback Period. The Service includes portfolio hierarchy management, scenario analysis, benefits and cost modeling, approval workflows, and related features that aim to improve the governance and orchestration of enterprise value.

3. Account Registration & Organizations

3.1 Account Creation

You must register for an account to use the Service. You agree to provide accurate, complete, and current information and to keep it updated throughout your use of the Service.

3.2 Organizations

Each company may create up to five (5) Organizations within ValueMap. An Organization is a workspace containing portfolios, products, initiatives, and associated user data. You are responsible for all activity that occurs within your Organization.

3.3 User Roles & Permissions

ValueMap assigns role-based access within each Organization, including Administrators, Contributors, and Viewers. Permissions vary by role. Administrators are responsible for managing user access and ensuring all users within the Organization comply with these Terms.

3.4 Account Security

You are responsible for maintaining the confidentiality of your credentials. Notify us immediately at support@valuemap.app if you suspect unauthorized access to your account. ValueMap is not liable for losses resulting from unauthorized account use where you have not promptly notified us.

4. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable Canadian federal or provincial law, or any other applicable regulations
• Attempt to reverse engineer, decompile, or otherwise derive source code from the Service
• Introduce malicious software, automated scripts, or bots that disrupt or damage the Service
• Use the Service to process personal data in a manner that violates applicable privacy laws, including PIPEDA
• Resell, sublicense, or otherwise commercialize access to the Service without prior written authorization from ValueMap
• Misrepresent financial data or models within the platform in a manner intended to deceive others
• Attempt to gain unauthorized access to any part of the Service or its underlying infrastructure

5. Subscriptions & Payments

5.1 Subscription Plans

Access to ValueMap is provided on a subscription basis. Plan details, including pricing, feature access, and Organization limits, are described on the ValueMap pricing page or in your executed Order Form.

5.2 Payment Terms

Fees are due in advance on the billing cycle specified in your subscription. All amounts are in United States dollars (USD) unless otherwise stated in your Order Form. All fees are non-refundable except as expressly provided in these Terms or required by applicable Canadian consumer protection law.

5.3 Taxes

Fees include applicable taxes, including GST/HST, PST, or other taxes imposed by Canadian federal, provincial, or any other applicable taxing authority in connection with the use of the Service.

5.4 Suspension for Non-Payment

We reserve the right to suspend or terminate access to the Service for overdue payments after providing you with reasonable prior written notice.

6. Data & Content

6.1 Ownership of Your Data

You retain all ownership rights to the data, models, financial projections, and content you enter into ValueMap ("Your Data"). You grant ValueMap a limited, non-exclusive license to store, process, and display Your Data solely as necessary to provide the Service to you.

You also grant ValueMap a perpetual, irrevocable, royalty-free license to use Your Data in an anonymized and aggregated format for the purposes of improving our algorithms, training machine learning models, and developing automated suggestion features.

6.2 Accuracy of Data

ValueMap provides a platform for financial modeling. The accuracy of outputs, projections, and metrics depends entirely on the data you input. ValueMap does not verify or validate Your Data and is not responsible for business decisions made based on outputs generated by the Service.

6.3 Privacy & Personal Data

ValueMap's collection and use of personal information is governed by the Privacy Policy and, for enterprise customers, the Data Processing Agreement. By using the Service, you consent to ValueMap's data practices as described therein, in accordance with Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation.

6.4 Data Backup

While ValueMap employs reasonable measures to protect and back up Your Data, you are solely responsible for maintaining independent backups of any data you consider critical.

6.5 AI Insights & Automated Suggestions

ValueMap may use your data to generate personalized insights, financial recommendations, and scenario suggestions within your Organization. Additionally, you acknowledge that ValueMap may use de-identified, anonymized data derived from your use of the Service to train artificial intelligence models. These models help provide market-segment benchmarks and industry-specific suggestions to all users. ValueMap ensures that no confidential company information or personal data is identifiable in the resulting AI models or benchmarks.

7. Intellectual Property

ValueMap and its licensors own all rights in the Service, including software, algorithms, financial modeling logic, scenario engine, user interface designs, trademarks, and documentation. Nothing in these Terms grants you any right to use ValueMap's intellectual property beyond what is necessary to use the Service as described herein.

8. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential. This obligation does not apply to information that becomes publicly available through no fault of the receiving party, was known to the receiving party prior to disclosure, or is required to be disclosed by law or court order (with prompt prior notice to the disclosing party where permitted).

9. Disclaimers

The Service is provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. ValueMap does not warrant that the Service will be uninterrupted or error-free, or that financial projections or metrics will be accurate or suitable for any particular business decision. Nothing in these Terms excludes implied warranties that cannot be excluded under applicable Canadian law.

10. Limitation of Liability

To the maximum extent permitted by applicable law, ValueMap and its affiliates, officers, directors, and employees shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or loss of business opportunity, arising out of or related to your use of the Service. ValueMap's total aggregate liability for any claims arising under or related to these Terms shall not exceed the fees paid by you in the twelve (12) months preceding the claim. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under applicable Canadian law.

11. Indemnification

You agree to indemnify, defend, and hold harmless ValueMap and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (i) your use of the Service in violation of these Terms; (ii) Your Data; (iii) your breach of any applicable law, including privacy laws; or (iv) your violation of any third-party rights.

12. Term & Termination

12.1 Term

These Terms remain in effect for the duration of your subscription or until terminated by either party in accordance with this section.

12.2 Termination by You

You may terminate your subscription at any time through the billing page in settings. Termination takes effect at the end of the current billing period. Prepaid fees are non-refundable unless required by applicable law. You may terminate your account at any time, which will be effective immediately, and there will be no refunds issued for the remainder of the current billing period.

12.3 Termination by ValueMap

We may suspend or terminate your access for material breach of these Terms, non-payment, or if required by applicable law, with reasonable prior written notice where practicable. We may terminate immediately for serious breaches, including unauthorized access, misuse, or illegal activity.

12.4 Effect of Termination

Upon termination, your right to access the Service ceases. ValueMap may permanently delete Your Data in accordance with its data retention practices, subject to any legal obligations requiring retention.

13. Modifications to Terms

We may update these Terms periodically. We will notify you of material changes via email or in-product notice at least fourteen (14) days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the changes, you may terminate your subscription before the effective date.

14. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties agree to attempt to resolve any dispute informally by contacting support@valuemap.app before commencing formal proceedings. Any unresolved disputes shall be submitted to binding arbitration in Toronto, Ontario, under the rules of the ADR Institute of Canada, except that either party may seek injunctive or other equitable relief in the courts of Ontario for intellectual property matters or to prevent irreparable harm.

For customers located in jurisdictions that do not permit mandatory arbitration for certain disputes, the mandatory arbitration clause shall not apply to the extent prohibited by applicable law, and such disputes shall be resolved in the courts of Ontario.

15. International Use

ValueMap is operated from Ontario, Canada, and is available globally. By using the Service from outside Canada, you acknowledge that your use is subject to Canadian law as set out herein. ValueMap makes no representation that the Service is appropriate or available for use in every jurisdiction. It is your responsibility to ensure your use of the Service complies with local laws.

16. General Provisions

These Terms, together with the Privacy Policy and any applicable DPA and Order Form, constitute the entire agreement between you and ValueMap regarding the Service. If any provision is found unenforceable, the remaining provisions remain in full force. Our failure to enforce any provision shall not constitute a waiver. You may not assign your rights under these Terms without ValueMap's prior written consent. ValueMap may assign its rights in connection with a merger, acquisition, or sale of assets with notice to you.

17. Contact

For questions about these Terms, contact us at support@valuemap.app or visit valuemap.app/terms.