Terms of Service | Canarie

Agreement to Terms

These Terms of Service ("Terms") constitute a binding agreement between Canarie AI, Inc. ("Canarie," "we," "us," or "our") and you or the organization you represent ("Customer," "you," or "your"). By accessing or using our platform, products, or services — including Monitor, Nexus, Pulse, Evidence, Intake, Flow, and the Dashboard — you agree to be bound by these Terms.

If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization. If you do not agree with these Terms, do not use our services.

Description of Services

Canarie provides a compliance execution platform designed for banks, credit unions, fintechs, BaaS providers, and other regulated financial institutions. The platform is organized into the following modules, which may be enabled or disabled per your subscription:

Monitor

Regulatory change monitoring. Tracks federal and state legislation, proposed rules, final rules, executive orders, and regulatory guidance from sources including the Federal Register and state legislative databases. Includes an archive and integration with Flow.

Nexus

Policy library and document management. Houses internal compliance documents — policies, procedures, disclosures, and guidelines — with versioning, governance workflows, and AI-powered gap analysis against regulatory requirements. Enables AI-assisted extraction of operational tasks from policy documents.

Pulse

Compliance task and controls execution. Manages controls with attestation, SLA-bound compliance obligations, calendar-based deadline tracking, and executive summaries. Tasks can be created manually or extracted from policy documents via Nexus.

Evidence

Audit binder and evidence management. Organizes evidence requests, builds audit binders, manages internal audit findings, tracks partner compliance documentation, and supports exam preparation with a dedicated exam view.

Intake

Compliance item triage. Receives compliance-related emails and attachments via a dedicated intake email address and routes them to Flow, Pulse tasks, or Evidence — or allows archiving and forwarding.

Flow

Regulatory change implementation workflow. A kanban-style board for tracking the lifecycle of regulatory changes from identification through implementation, with linkage to financial products, controls, deadlines, and teams.

Dashboard

Executive compliance overview. Aggregates risk scores, module health indicators, critical issues, recent activity, upcoming deadlines, and exam countdown timers across all modules into a single view.

Bank Portal & Partner Views

For BaaS sponsor banks: a partner oversight dashboard for monitoring fintech program partners, reviewing pending documentation, and tracking partner risk. Partner-facing views allow fintechs to submit compliance documentation directly to their sponsoring bank.

AI-Assisted Features

AI capabilities embedded across the platform, including regulatory applicability assessments, policy gap analysis, task extraction from documents, and regulatory change summarization. All AI-generated outputs are clearly marked and require human review before action is taken.

Professional Services

Implementation support, onboarding, and any other services provided by Canarie under a separate statement of work or order form.

Which modules are available to your organization is determined by your subscription tier and feature configuration. Canarie reserves the right to modify, discontinue, or add to the services at any time with reasonable notice.

Accounts and Access

Account Registration

To access the platform, you must create an account and provide accurate, complete information. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.

Authorized Users

Your subscription allows a defined number of authorized users within your organization. You are responsible for ensuring that all users comply with these Terms. Sharing credentials or providing access to unauthorized parties is prohibited.

Account Security

You must notify us immediately at hello@canarie.ai if you suspect unauthorized access to your account. We are not liable for losses arising from your failure to maintain account security.

Acceptable Use

You may use our services only for lawful purposes and in accordance with these Terms. You agree not to:

Use the platform for any illegal purpose or in violation of any applicable law or regulation
Upload or transmit content that is unlawful, harmful, fraudulent, or infringes any third-party rights
Attempt to gain unauthorized access to any portion of the platform or its related systems
Reverse engineer, decompile, or otherwise attempt to derive the source code of the platform
Use the services to compete with Canarie or build a substantially similar product
Scrape, harvest, or systematically collect data from the platform without written authorization
Introduce any virus, malware, or other malicious code into the platform
Interfere with or disrupt the integrity or performance of the services

Customer Data

Ownership

You retain full ownership of all data, content, and materials you upload to or create within the platform ("Customer Data"). Canarie does not claim any ownership rights over your Customer Data.

Customer Data includes, but is not limited to: policies and procedures stored in Nexus, compliance controls and attestations managed in Pulse, evidence records and audit binders in Evidence, regulatory change workflow cards in Flow, intake items processed through Intake, your institution's financial product catalog, officer and committee information, and any partner compliance documentation submitted through the Bank Portal or Partner views.

License to Canarie

By uploading Customer Data, you grant Canarie a limited, non-exclusive license to access, process, and use that data solely to provide the services described in these Terms. We do not use Customer Data to train AI models, and we do not share it with other customers or organizations.

Your Responsibilities

You are solely responsible for the accuracy, quality, and legality of your Customer Data. This includes ensuring that any documents uploaded to Nexus, any controls configured in Pulse, any evidence submitted through Evidence or Intake, and any partner documentation managed through the Bank Portal accurately reflect your institution's actual practices and obligations.

Canarie's AI-assisted features — including policy gap analysis, regulatory applicability assessments, task extraction, and regulatory change summaries — are tools to support your compliance function. They do not constitute legal advice and do not replace the judgment of qualified compliance professionals or legal counsel.

Intellectual Property

Canarie owns all rights, title, and interest in and to the platform, including all software, AI models, regulatory monitoring logic, the Monitor regulatory database and ingestion pipelines, Nexus document analysis and task extraction systems, Pulse controls and attestation frameworks, Evidence binder and audit tooling, Intake routing workflows, Flow kanban infrastructure, feature flag and configuration systems, user interface designs, documentation, and all other proprietary materials (collectively, "Canarie IP"). Nothing in these Terms transfers any ownership of Canarie IP to you.

Subject to your compliance with these Terms and payment of applicable fees, Canarie grants you a limited, non-exclusive, non-transferable license to access and use the platform and its enabled modules during the subscription term solely for your organization's internal compliance operations.

Fees and Payment

Subscription fees are as set forth in your order form or subscription agreement. Unless otherwise specified:

Fees are invoiced in advance on a monthly or annual basis
All fees are non-refundable except as expressly stated in these Terms or required by law
You are responsible for all applicable taxes
Late payments may result in suspension of access after reasonable notice
Canarie may modify pricing with at least 30 days' written notice prior to your next renewal term

Term and Termination

Term

These Terms begin on the date you first access the services and continue until your subscription is terminated.

Termination by You

You may terminate your subscription by providing written notice to hello@canarie.ai at least 30 days before your next renewal date. Termination does not entitle you to a refund of prepaid fees.

Termination by Canarie

Canarie may suspend or terminate your access immediately if you materially breach these Terms and fail to cure the breach within 10 business days of notice. We may also terminate for convenience with 30 days' written notice.

Effect of Termination

Upon termination, your access to the platform will cease. You may export your Customer Data before the termination date. We will retain your data for 30 days post-termination, after which it will be deleted in accordance with our data retention practices.

Disclaimers

The platform is provided "as is" and "as available." To the fullest extent permitted by law, Canarie disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Not Legal Advice. Canarie is a compliance operations tool, not a law firm. Nothing in the platform — including AI-generated regulatory analysis, policy mappings, or workflow recommendations — constitutes legal advice. You should consult qualified legal counsel for advice specific to your institution.

Regulatory Accuracy. While we work to keep our regulatory content current, Canarie does not guarantee the completeness, accuracy, or timeliness of any regulatory information. You are responsible for independently verifying regulatory requirements applicable to your institution.

Limitation of Liability

To the fullest extent permitted by applicable law, Canarie's total liability arising out of or related to these Terms or the services will not exceed the fees you paid to Canarie in the 12 months preceding the claim.

In no event will Canarie be liable for any indirect, incidental, special, consequential, or punitive damages — including lost profits, lost data, loss of goodwill, or business interruption — regardless of the theory of liability and even if Canarie has been advised of the possibility of such damages.

Indemnification

You agree to indemnify, defend, and hold harmless Canarie and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the services in violation of these Terms; (b) your Customer Data; or (c) your violation of any applicable law or third-party rights.

Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the services that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information").

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of the disclosing party's confidential information; or (d) is required to be disclosed by law or regulation.

Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions.

Any dispute arising out of or related to these Terms or the services will be resolved by binding arbitration administered under the rules of the American Arbitration Association, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction. The arbitration will take place in Delaware, and the language will be English.

General Provisions

Entire Agreement

These Terms, together with any order form or subscription agreement, constitute the entire agreement between you and Canarie regarding the services and supersede all prior agreements.

Modifications

We may update these Terms from time to time. We will provide at least 30 days' notice of material changes by posting an updated version with a new "Last Updated" date and notifying you through the platform or via email. Continued use after the effective date constitutes acceptance.

Severability

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

Waiver

Canarie's failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision.

Assignment

You may not assign or transfer your rights or obligations under these Terms without Canarie's prior written consent. Canarie may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Force Majeure

Neither party will be liable for delays or failures in performance caused by events beyond their reasonable control, including natural disasters, acts of government, or infrastructure failures.

Contact Us

Questions about these Terms or our services?

Canarie AI, Inc.

Email: hello@canarie.ai