Terms of Service

1. Agreement to Terms

These Terms of Service are an agreement between you and The Groundbreakers Inc., a corporation incorporated under the Canada Business Corporations Act and based in Ontario, Canada ("Groundbreakers," "we," "our," or "us"). By accessing or using the Ecosystem Navigator (the "Service"), you agree to be bound by these Terms. If you do not agree, do not use the Service.

If you use the Service for an organization, you confirm that you have authority to accept these Terms on its behalf. In that case, "you" includes that organization and its authorized users.

2. Description of Service

Groundbreakers provides an innovation ecosystem diagnostic and research platform that helps regional economic development professionals examine and strengthen local innovation ecosystems. The Service includes:

• Diagnostic assessments and questionnaires
• Generated reports and analysis
• Build sessions for inviting participants and tracking completion
• Explore and Evidence Base features for analyzing your saved reports and diagnostic sessions
• Interactive Q&A features
• Document uploads and automated extraction features
• Stakeholder briefs and exports

3. User Accounts

You must be at least 18 years old and legally capable of entering into a binding agreement to create an account or purchase a subscription. To access certain features, you must create an account. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Providing accurate and complete registration information
• Ensuring that people who use the Service through your organization are authorized to do so
• Notifying us immediately of any unauthorized use

A "Customer" is the person or organization that creates or pays for an account. An "Authorized User" is a person permitted to use that account. A "Session Organizer" creates or manages a Build session, and a "Participant" is invited to contribute to one. Customers and Session Organizers are responsible for configuring access appropriately and for ensuring that invitations, uploads, and instructions comply with applicable law and organizational policy.

4. Subscription and Payment

Free Tier: Limited features are available at no cost.

Paid Subscription: Paid subscriptions are billed annually in the currency shown at checkout. Renewals are charged in the same currency. Prices in currencies other than U.S. dollars are set from our U.S. dollar rates and may be adjusted at renewal. Applicable taxes are calculated and added at checkout. By subscribing, you authorize us and our payment processor to charge your payment method on a recurring basis until you cancel.

Cancellation: You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of your current billing period. Except where required by law, we do not provide refunds for partial subscription periods.

Price Changes: We reserve the right to change pricing with 30 days notice. Existing subscriptions will honor their current rate until renewal.

Managed Plans: A Managed plan includes the Pro features for the customer's own workspace and the number of diagnostics Groundbreakers runs on the customer's behalf stated in the quote or invoice for each plan year. Unused included diagnostics do not carry over to the next plan year and are not refundable. Additional diagnostics are billed at the rate stated in the quote. Groundbreakers' scheduling of included work depends on the customer providing timely contacts, approvals, and access.

Multi-Year Terms: Where a quote or invoice offers a multi-year term paid upfront, the stated price is fixed for that term. Prepaid multi-year terms are non-refundable except where required by law, and the discount applies only to the term paid upfront. A multi-year term billed annually fixes the annual price for the term but carries no prepayment discount.

5. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose
• Attempt to gain unauthorized access to any part of the Service
• Interfere with or disrupt the Service or servers
• Reverse engineer or attempt to extract source code
• Resell or redistribute the Service without authorization
• Submit false or misleading information
• Upload or submit content that you do not have the right to use or that violates another person's privacy, confidentiality, or intellectual property rights

6. Intellectual Property

Our Content: The Service, including the Groundbreakers framework, methodology, software, and documentation, is owned by The Groundbreakers Inc. and protected by intellectual property laws.

Your Content: You retain ownership of the data and documents you input into the Service. You confirm that you have the rights and permissions needed to provide that content. You grant us a non-exclusive, worldwide, royalty-free license to process, store, analyze, display, transmit, and create derived data from it to provide, secure, support, evaluate, and improve the Service; generate reports and other requested outputs; maintain the Evidence Base; and create the Product Intelligence Data described below. This license continues for as long as the relevant information is retained in accordance with our Privacy Policy and applicable law, including after a report is removed from your active workspace. Before submitting personal information about another person, you are responsible for providing legally required notices and obtaining an appropriate lawful basis for the uses disclosed in these Terms and the Privacy Policy.

Workspace Control and Visibility: Organization work is controlled by the applicable workspace. Creator attribution does not create personal ownership of organization work, and workspace ownership does not by itself make every artifact visible to every member. Access to source material, analysis, export, publication, resharing, and permission administration may be governed separately by the roles, grants, session settings, and other controls shown in the Service.

Generated Reports and Customer-Directed Sharing: Reports generated by the Service are licensed to you for your internal business and stakeholder-engagement purposes. An authorized user may use supported features to share a report, a selected finding, an Explore-derived output, or an approved snapshot with the audience shown in the Service. A customer-directed release may identify a person, organization, place, session, or source only when the releasing user has authority over the relevant content and has satisfied applicable privacy, confidentiality, participant-notice, and organizational requirements. You may not resell the Service or generated reports as a competing product.

Recipient Responsibilities: If you receive non-public content through the Service, you may use it only for the purpose and audience for which it was shared. You must not disclose, publish, sell, combine, or use it for another purpose unless the owning customer or another authorized rights holder permits that use or law requires it. A public link is available to anyone who receives it and may be copied. Revoking access stops future access through the Service but cannot recall copies or exports already received.

Product Intelligence and Benchmarking: Subject to our Privacy Policy and applicable law, we may retain and internally analyze complete generated reports, diagnostic responses, scores, recommendations, role and geographic context, and related source and research metadata as a restricted product-intelligence corpus ("Product Intelligence Data"). We may use Product Intelligence Data indefinitely to evaluate and improve the Service, test quality, conduct research, develop methods, and produce benchmarks, comparisons, trends, and insights across reports, roles, organization types, places, or regions.

We may analyze identifiable or linkable records internally where legally permitted, but we will not make an identifiable respondent, customer, private report, or individual response available to unrelated customers or the public. External benchmark and comparison outputs use data minimization, aggregation, de-identification, minimum cohort thresholds, suppression of small or distinctive groups, or other safeguards appropriate to the context. For example, the Service may describe patterns across a sufficiently large group of mayors or equivalent officials, or across respondents in a broad region, without naming the respondents, their organizations, their specific places, or their source reports. Internal records that remain reasonably linkable to a person are treated as personal information. We do not sell personal information.

Customer-directed sharing of an authorized named finding or publication is not an external benchmark release by Groundbreakers. Network affiliation, sponsorship, payment, shared geography, workspace ownership, or access to one artifact does not authorize access to another artifact or broader source material. Automated analysis and Explore features may use only the source material available within the requesting user's authorized scope; a derived output does not receive broader sharing rights merely because it summarizes or removes direct identifiers from its sources.

Public Local Knowledge: We may collect, normalize, store, verify, and reuse structured factual information and source provenance about publicly identified local institutions, organizations, actors, programs, facilities, infrastructure, and other ecosystem assets identified through web-search services, public sources, and licensed sources. Subject to applicable law and source terms, we may retain that local-knowledge record indefinitely to support future searches, reports, comparisons, source verification, and product improvement. This right does not authorize us to reproduce protected third-party articles, databases, or webpage content beyond the rights provided by law, licence, or the source's terms.

Confidentiality: We will treat non-public content you submit as confidential and use or disclose it only to provide, secure, support, evaluate, and improve the Service; create Product Intelligence Data and protected outputs as disclosed above; comply with law; enforce these Terms; or as you direct. This obligation does not apply to information that is public through no breach by us, was lawfully known to us without restriction, is independently developed without use of your confidential content, or is lawfully received from another source. Personal information is governed by our Privacy Policy.

7. Report Deletion and Benchmarking

You may delete saved reports from your account. Deleting a report removes it from Reports & Results, active Explore analysis, collections, public share links, and active report analysis tools. Once deleted, that report is no longer used by your Explore charts or interactive evidence queries.

Workspace deletion is not the same as deletion from our restricted internal systems. Subject to applicable law, deleting a report does not require us to delete a retained Product Intelligence Data copy of the complete report and associated diagnostic, research, or source data, or to delete operational product activity, security logs, billing records, or benchmark statistics already created in accordance with our Privacy Policy. Retained Product Intelligence Data is not available to unrelated customers as an identifiable report and is used only for the internal and protected-output purposes described above. Personal information, including de-identified information that remains reasonably linkable, continues to be subject to applicable privacy rights. A valid deletion, withdrawal, restriction, or objection request may require us to delete or stop using some retained information notwithstanding this contractual authorization. If you need broader deletion, access, or correction support, contact us at ibarker@thegroundbreakers.net.

For Build sessions, a participant report may also contribute to a session-level aggregate view controlled by the session organizer. We will handle participant privacy requests in accordance with our Privacy Policy and applicable law.

8. Third-Party Services, Sources, and Links

The Service relies on third-party hosting, authentication, payment, email, mapping, search, data, and automated-analysis providers. It may also cite or link to public and third-party sources. We do not control those sources and are not responsible for their availability, accuracy, completeness, security, or terms. Your use of a third-party service may be subject to that provider's terms. Our current principal subprocessors are listed on our Subprocessors page.

9. Service Changes, Beta Features, and Availability

We may add, modify, suspend, or discontinue features as the Service develops. We will provide reasonable notice where a material change significantly reduces paid functionality, unless immediate action is required for security, legal compliance, or service integrity. Features identified as beta, preview, experimental, or early access may be incomplete, change without notice, and should not be used for critical decisions.

We may perform maintenance and do not promise uninterrupted availability. We are not responsible for delay or failure caused by events beyond our reasonable control, including Internet or cloud-provider failures, labour disputes, natural disasters, epidemics, war, civil disorder, government action, power failures, or cyberattacks not caused by our failure to use reasonable safeguards.

10. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. We do not guarantee that the Service will be uninterrupted or error-free, that outputs will be accurate, complete, or current, or that a report or recommendation will achieve any particular outcome. Outputs may contain errors, omissions, outdated information, incorrect or incomplete citations, or statements generated from inaccurate user-supplied, public, or third-party source data.

The Service is a decision-support and exploratory diagnostic tool. It is not professional consulting advice, legal advice, financial or investment advice, engineering advice, procurement advice, planning advice, or a substitute for feasibility studies, due diligence, stakeholder consultation, statutory processes, or professional judgment. You must independently review and verify material information, sources, citations, assumptions, and recommendations, and obtain appropriate professional advice before making consequential decisions involving budgets, investments, grants, procurement, hiring, planning, public policy, or operations.

Reports identify patterns, risks, gaps, and possible actions for further investigation; they do not establish facts on the ground or guarantee legal compliance, funding eligibility, investment returns, public outcomes, or implementation success. To the maximum extent permitted by law, you accept responsibility for decisions made or actions taken in reliance on the Service, and agree that reliance without appropriate independent verification is unreasonable.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE GROUNDBREAKERS INC. AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, FUNDING, OPPORTUNITY, REPUTATION, OR ANTICIPATED SAVINGS, ARISING FROM OR RELATED TO THE SERVICE OR RELIANCE ON AN OUTPUT, WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE OR NEGLIGENT MISREPRESENTATION, STATUTE, OR ANY OTHER LEGAL THEORY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE WILL NOT EXCEED THE GREATER OF CAD $100 AND THE AMOUNT YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM.

Nothing in these Terms excludes liability or statutory rights that cannot lawfully be excluded or limited. Some jurisdictions do not permit certain exclusions or limitations, so parts of this section may not apply to you.

12. Indemnity

To the maximum extent permitted by law, you will defend and indemnify The Groundbreakers Inc. and its directors, officers, employees, and contractors against third-party claims, damages, and reasonable costs arising from content you submit, your unlawful or unauthorized use of the Service, your infringement of another person's rights, or your material breach of these Terms. This obligation does not apply to the extent a claim was caused by our breach, negligence, or wilful misconduct. We will promptly notify you of a covered claim and provide reasonable cooperation. You may not settle a claim in a way that admits fault by us or imposes an obligation on us without our written consent.

13. Suspension and Termination

We may suspend or terminate access if you materially violate these Terms, create a security or legal risk, fail to pay amounts due, or if we discontinue the Service. Where reasonably practicable, we will provide notice and an opportunity to correct a violation or export your content. We may act immediately where needed to prevent harm, comply with law, or protect the Service or other users.

14. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by email or through the Service and may require you to accept the updated Terms before continuing to use the Service. The "Last updated" date identifies the current version. Changes apply prospectively from their effective date unless law requires otherwise.

15. Governing Law

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. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada.

16. General Terms

These Terms, the Privacy Policy, any applicable Data Processing Addendum, and any signed order form or enterprise agreement are the entire agreement concerning the Service and replace prior discussions on that subject. If they conflict, a signed order form or enterprise agreement controls for its specific subject matter, followed by an executed Data Processing Addendum for personal-data processing, then these Terms, then the Privacy Policy.

If any provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will continue. A failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent, except as part of a merger or sale of substantially all of your assets. We may assign them as part of a reorganization, merger, financing, or sale of our business or assets. Notices to you may be delivered to the account email address or through the Service. Notices to us must be sent to the contact below.

Provisions that by their nature should survive termination do survive, including ownership, confidentiality, disclaimers, liability limitations, indemnity, payment obligations, governing law, and general terms.

17. Contact

Questions or legal notices concerning these Terms may be sent to: ibarker@thegroundbreakers.net

Ian Barker, MBA
Founder and Editor
The Groundbreakers Inc.
604 Mount Pleasant Road
34023
Rosedale, ON M4S 0C4
Canada