Terms of Use

Last updated: June 2026

These terms of use and annexes, together with any applicable Additional Agreements (as defined below) and with any additional terms they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of: (a) any website provided by us to you and which (i) enable, store and/or enhance the Content (as defined below), Output (as defined below), data or information of Third-Party Provider (as defined below), and (ii) provide the ability to receive and enhance the Content, Output, data or information of Third-Party Provider, including our website available at firstprinciples.com (such website, the “FirstPrinciples Website”); (b) any text, pictures, media, data, information, and content and information derived therefrom, that is obtained and/or generated by FirstPrinciples or distributed or made available to FirstPrinciples by the FirstPrinciples Website and/or Third-Party Providers and that FirstPrinciples makes available to you via the FirstPrinciples Website excluding any Output (collectively, the “Content”); and (c) all other content or offerings as more particularly described on the FirstPrinciples Website. The foregoing (a) through (c) is collectively referred to as the “FirstPrinciples Solution” throughout these Terms of Use. These Terms of Use constitute a legal agreement and are entered into by and between you and the FirstPrinciples (“FirstPrinciples”, “us”, “we”, “our”). The term “you” or “User” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the FirstPrinciples Solution (“use” or “using” in these Terms of Use will mean any of the foregoing).

The FirstPrinciples Solution includes user-facing products currently referred to as “Theo Collaborator”, a chat-based research planning tool that allows Users to interact with an artificial intelligence advisor to build, refine and execute structured scientific research plans, “Theo Conjecture”, and any other user-facing products, features or sub-products that FirstPrinciples may develop or offer under the “Theo” brand from time to time, whether currently existing or developed in the future (collectively, the “Theo Products”), each built on top of the underlying artificial intelligence capabilities developed by FirstPrinciples and the FirstPrinciples Entities. The FirstPrinciples Solution may include automated tools to detect anomalies, inconsistencies, or potential issues in research data, methodology, or outputs. You acknowledge that any such automated analysis is provided for informational purposes only and is not a substitute for independent verification, peer review, institutional review, or professional judgment. You are solely responsible for reviewing and validating any findings, alerts, or suggestions generated by such tools before relying on them.

BY USING THE FIRSTPRINCIPLES SOLUTION, CLICKING TO ACCEPT THESE TERMS OF USE, OR SIGNING IN TO THE FIRSTPRINCIPLES WEBSITE IN ANY WAY, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION PROVIDED BY YOU TO US THROUGH THE FIRSTPRINCIPLES SOLUTION IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE AND WILL IMMEDIATELY CEASE ANY FURTHER ACCESS OR USE OF THE FIRSTPRINCIPLES SOLUTION.

IF YOU ARE USING THE FIRSTPRINCIPLES WEBSITE OR ANY OTHER FIRSTPRINCIPLES SOLUTION ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT TO US THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS OF USE. IF YOU DO NOT MEET THIS REQUIREMENT, YOU MUST NOT ACCESS OR USE THE FIRSTPRINCIPLES SOLUTION.

THESE TERMS OF USE DO NOT ALTER IN ANY WAY THE TERMS OR CONDITIONS OF ANY OTHER AGREEMENTS YOU MAY HAVE WITH US IN RESPECT OF ANY PRODUCTS, APPLICATIONS, SERVICES OR OTHERWISE

PLEASE NOTE THAT THESE TERMS OF USE CONTAIN PROVISIONS THAT GOVERN CLAIMS BETWEEN FIRSTPRINCIPLES AND YOU. PLEASE SEE SECTION 11 (DISCLAIMER), SECTION 12 (LIMITATION OF LIABILITY) AND SECTION 13 (INDEMNIFICATION) FOR MORE DETAILS.

The provision of the FirstPrinciples Solution by us pursuant to these Terms of Use is distinct from and is not considered part of the data, information, or services provided by Third-Party Providers, which are provided by the applicable Third-Party Provider, respectively, and governed by the rules, policies and procedures of the applicable Third-Party Provider, respectively, and the relevant agreements entered into between User and such Third-Party Provider, if any.

If you have any questions or comments regarding these Terms of Use, or if you believe that FirstPrinciples has not complied with these Terms of Use, please contact us using the Contact Us section of the FirstPrinciples Website. We will do our best to address your questions or concerns.

Changes to these Terms of Use and the FirstPrinciples Solution
1. Except where prohibited by applicable law, we reserve the right, at our discretion, to amend any element of these Terms of Use at any time by posting an amended version of these Terms of Use to the FirstPrinciples Website. If you do not agree to the amended version of these Terms of Use, you must stop using the FirstPrinciples Website. Otherwise, your continued access to or use of the FirstPrinciples Website indicates your acceptance of the amended Terms of Use. If you are a consumer residing in Québec and you have created an Account (as defined below) for the use of the FirstPrinciples Solution, you will receive an email notice of amendments to these Terms of Use at least 30 days before the amendments come into force and you can refuse the amendment by closing your Account without cost, penalty or cancellation indemnity within 30 days after the amendments come into force.
2. We reserve the right, at our discretion, to discontinue or suspend your access to or use of the FirstPrinciples Solution or any component thereof or terminate these Terms of Use and your Account: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; (iii) to address any emergency security concerns; (iv) to modify the FirstPrinciples Solution; (v) if required to do so or permitted by applicable law; (vi) if our relationship with a third-party service provider or third party product provider that provides servers, data, content, materials, software or other technology that it uses to provide the FirstPrinciples Solution terminates or requires FirstPrinciples to change the way it provides the FirstPrinciples Solution; or (vii) any other reason as provided herein. You may need to update third party software from time to time, at your sole cost and expense, in order to use the FirstPrinciples Solution.
3. We do not commit to any service levels, uptime, availability, support response times, maintenance windows, error correction, feature delivery, data backup or data recovery obligations for the FirstPrinciples Solution unless we expressly agree to them in writing. We may perform maintenance, updates, upgrades, modifications, suspensions, interruptions or changes to the FirstPrinciples Solution at any time, and the FirstPrinciples Solution may be unavailable or degraded as a result.
4. Unless we expressly state otherwise in an order form, paid plan, checkout flow, Additional Agreement or other terms that you accept, no fees will be payable under these Terms of Use in exchange for the licences granted under these Terms of Use or for access to a Beta Release. If we make any free, freemium, paid, subscription, usage-based or other version of the FirstPrinciples Solution available, your access to and use of that version may be subject to additional or replacement terms, fees, taxes, billing rules, renewal terms, cancellation rules, limits or payment-provider terms that we specify at the time.
Your User ID and Account
1. Some parts of the FirstPrinciples Solution may require your using login credentials (the “User ID”) and the available interfaces therein including any profile (an “Account”).
2. Where applicable, after completing registration for an Account, including any click-to-accept, onboarding or account activation step we require, you will be permitted to access and use the applicable FirstPrinciples Solution. You will keep your User ID and Account secure and will not grant access to or otherwise share your User ID and Account with any other person. Nothing herein shall be interpreted to require you use an Account, subscription or membership in a jurisdiction that prohibits such requirements. You will immediately notify us if your User ID is lost or stolen or if you become aware of any actual or suspected unauthorized use of your Account.
3. You must provide us with true, accurate, current, and complete information relating to your Account. If we believe or suspect that your information is not true, accurate, current, or complete, we may deny or terminate your access to or use of the FirstPrinciples Solution. We reserve the right to disable any Account issued to you at any time in our sole discretion. If we disable access to your Account, you may be prevented from accessing or using the FirstPrinciples Solution or any portion thereof.
4. You agree to monitor and control all activity associated with your Account. FirstPrinciples is entitled to act on instructions received through your Account. FirstPrinciples is not responsible for any actions taken or transactions made to or from your Account by any other party using your User ID. You are solely responsible for any and all use of your User ID, and all activities that occur under or in connection with the User ID. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the FirstPrinciples Solution and your Account, including terminating your Account or changing your User ID. We may also request additional information from you to authenticate your Account prior to authorizing transactions on your Account. You agree to be responsible for any act or omission of any persons that access the FirstPrinciples Solution under your User ID that, if undertaken by you, would be deemed a violation of these Terms of Use.
5. We may make available beta, pilot, preview, early access, evaluation, limited availability or other pre-release versions of the FirstPrinciples Solution or any feature, functionality, product or service (each, a “Beta Release”). Any Beta Release is part of the FirstPrinciples Solution for purposes of these Terms of Use and will be made available only to Users that we invite or approve, and subject to any onboarding requirements, testing windows, user limits, usage limits, geographic restrictions, feature restrictions, product or functionality changes or other conditions that we specify.
6. You may access and use a Beta Release solely for internal, non-production evaluation, testing, research or educational purposes by the individual Users or entity that we approve. You will not disclose, share, transfer, resell, sublicense or otherwise make available access to a Beta Release to any other person, firm or entity, or publicize the availability of a Beta Release, except with our prior written permission.
7. You acknowledge and agree that Beta Releases are experimental, unlaunched, under development, may be fine-tuned or materially changed over time, may not be complete or fully functional, and may contain bugs, errors, omissions, inaccuracies, interruptions, downtime or other issues. We may add, remove, suspend, restrict, modify, fine-tune or discontinue any Beta Release, any feature or functionality of a Beta Release, the scope of the offering or any access condition at any time without notice or liability to you.
8. Unless we expressly permit otherwise in writing, you will not use a Beta Release, including any chat interface, to create, collect, transmit, store, use or process any User Data or other information that is confidential, sensitive, restricted, regulated, subject to professional secrecy or privilege, subject to legal or contractual restrictions, production data, personal information other than personal information required by FirstPrinciples to set up an Account for you, or material non-public information as defined under applicable securities laws.
9. We may monitor, collect, use, process, store, analyse, record and review prompts, inputs, chat messages, chat histories, conversation transcripts, uploaded materials, interactions, Outputs, usage information, logs, diagnostics, telemetry, performance information, session recordings, analytic events, error reports, data points and Feedback relating to any Beta Release for purposes of providing, operating, securing, testing, evaluating, developing, training, fine-tuning and improving artificial intelligence models, the FirstPrinciples Solution and other products and services, conducting internal research, analytics and business purposes, supporting the FirstPrinciples Solution and enforcing the terms applicable to the FirstPrinciples Solution, subject to our Privacy Policy where applicable.
10. You will not rely on any Beta Release or Output from a Beta Release for production use, publication, legal, medical, financial, academic, research, professional or other advice, or to make or assist with decisions that may affect the rights, interests, health, safety or wellbeing of any person, unless you have independently reviewed and verified the applicable Output and your use is otherwise permitted under these Terms of Use and all applicable laws.
11. We do not commit to any minimum or maximum period for any Beta Release. We may continue, suspend, extend, shorten or end any Beta Release at any time and may transition your Account, access, User Data, Output or related settings to a generally available, free, freemium, paid, subscription or other version of the FirstPrinciples Solution, subject to any additional or replacement terms, fees, limits, consents or notices that we specify. If you do not agree to the terms applicable to any post-beta version, you must stop using the FirstPrinciples Solution.
Third-Party Content, Websites or Services
1. The FirstPrinciples Solution may provide or publish links or access to third party content, third party data, websites, services or data or services information, software, services or other items that are part of or otherwise used in connection with any FirstPrinciples Solution (“Third-Party Provider”), other than FirstPrinciples, or you may be required to use third party content, third party data, websites, services or Third-Party Providers’ property to use the FirstPrinciples Solution including to submit your User Data (as defined below). We may also allow you to access the FirstPrinciples Solution from third party systems or access and use Third-Party Providers’ property. FirstPrinciples does not represent that it has reviewed any third party content, third party data, third party websites, services or Third-Party Providers’ property and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with such third party content, third party data, websites, services or Third-Party Providers’ property are the property of their respective owners. FirstPrinciples does not endorse any third party content, data, websites, services, Third-Party Providers’ property or systems, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, systems, data, websites, services, or Third-Party Providers’ property are not under FirstPrinciples’ control, and if you choose to access any such content, websites, services or Third-Party Providers’ property, submit your User Data or access the FirstPrinciples Solution from such systems, you do so entirely at your own risk. Your interactions with organizations or individuals found on or through the FirstPrinciples, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that to the fullest extent permitted by applicable law FirstPrinciples is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings (including any disclosure, modification or deletion of User Data resulting from access to User Data by such third party content, Third-Party Providers’ property, third party data, websites, or services, or their providers).
2. User agrees and acknowledges that to the extent User is accessing or using any portion of the FirstPrinciples Solution provided by a Third-Party Provider, such Third-Party Provider may enforce its rights against User as an intended third-party beneficiary of these Terms of Use, even though such Third-Party Provider is not a party to these Terms of Use. User will, where applicable, and as required to receive certain portions of the FirstPrinciples Solution, be responsible for obtaining and maintaining written approval from each Third-Party Provider whose approval is required for receipt and use of such FirstPrinciples Solution, Output, Third-Party Providers’ products or services and/or enter into separate agreements with FirstPrinciples and/or Third-Party Providers, as applicable (“Additional Agreements”). User will comply with any conditions, restrictions, or limitations imposed in the Additional Agreements, which are incorporated by reference into these Terms of Use as if set forth in their entirety herein and form an integral part of these Terms of Use, including without limitation with the acknowledgments, notices, reporting and audit requirements set forth therein. Failure of User to comply with the provisions of this Section will constitute a material breach of these Terms of Use. User further acknowledges and agrees that FirstPrinciples may provide the entity name of User to a Third-Party Provider that is providing any portion of the FirstPrinciples Solution used by User, as required, upon request by such Third-Party Provider.
User Data
1. Except as expressly set forth in these Terms of Use, nothing in these Terms of Use assigns or grants to FirstPrinciples any right, title or interest, including any intellectual property rights, in and to, the data, information (including names and email addresses), records, files, content, prompts, chat messages, chat histories, conversation transcripts, uploaded materials, research plans, code, inputs and other material that you load, submit, post, publish, display, transmit or enter into the FirstPrinciples Solution, or that you otherwise provide to us or to other Users or persons through the FirstPrinciples Solution (collectively, the “User Data”). You are responsible for maintaining, protecting, and making backups of all User Data. To the extent permitted by applicable law, FirstPrinciples will not be liable for any failure to store, or for loss or corruption of any User Data.
2. You grant to us, our affiliates and other entities that are under common ownership or control with us (collectively, “FirstPrinciples Entities”), our service providers, and each of our and their respective licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable and sublicensable licence to access, collect, use, process, store, disclose, transmit, copy, reproduce, modify, display, create derivative works from and otherwise exploit User Data, Feedback and, to the extent you have or obtain any rights in it, Output to: (i) provide, operate, secure, troubleshoot and support the FirstPrinciples Solution; (ii) develop, train, fine-tune, validate, test, enhance, improve and make available artificial intelligence and machine learning models, the FirstPrinciples Solution and FirstPrinciples’ other products and services; (iii) conduct internal research, analytics, measurement, security, compliance and business purposes; and (iv) produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). You acknowledge and agree that we and the FirstPrinciples Entities may monitor, collect, create, process, store, transmit, disclose and otherwise use any usage information, logs, diagnostics, telemetry, performance information, session recordings, analytic events, interactions, model signals and other data points generated through or relating to your access to or use of the FirstPrinciples Solution, including any Beta Release, for internal research, analytics, product-development, model-development, security, compliance and business purposes during and after the Term, subject to our Privacy Policy where applicable. We, the FirstPrinciples Entities and our service providers, and each of our and their respective licensees, successors and assigns are free to create, process, store, transmit, disclose and otherwise use Aggregated Data during and after the Term (as defined below) for any purpose and without obligations of any kind. Aggregated Data is not User Data.
Privacy; Electronic Communications
1. You understand that your personal information will be collected, used, disclosed, transferred, stored, or otherwise processed in accordance with Section 4 above and our privacy policy, found at https://firstprinciples.com/privacy-policy as amended by us as provided therein from time to time (the “Privacy Policy”).
2. We may communicate with you by telephone, e-mail, text message or by posting notices on the FirstPrinciples Solution as provided in our Privacy Policy. These communications may include service, transactional, administrative, account, security, legal and operational communications relating to the FirstPrinciples Solution. We will only send commercial electronic messages, including marketing or promotional electronic messages, with your consent or as otherwise permitted by applicable law. You may not opt out of non-marketing communications that are necessary for the administration, security or operation of the FirstPrinciples Solution or your Account.
3. We may use cookies, pixels, analytics tools, session recording, session replay, screen recording, heat map, diagnostic and similar technologies in connection with the FirstPrinciples Solution, including to understand how Users interact with the FirstPrinciples Solution, measure performance, improve user experience, develop and improve the FirstPrinciples Solution and support security, fraud prevention, troubleshooting and enforcement. These technologies may collect or record information about your interactions with the FirstPrinciples Solution, including pages or screens viewed, clicks, cursor movement, scrolling, navigation paths, session duration, referrer URLs, device and browser information, approximate location and interactions with interface elements. We may disclose this information to the FirstPrinciples Entities and service providers that help us provide analytics, diagnostics, session recording, product improvement and related services, subject to our Privacy Policy where applicable.
Confidentiality

We do not guarantee the security of data transmitted in connection with your use of the FirstPrinciples Solution. You acknowledge that in the course of using the FirstPrinciples Solution, you may come into contact with our confidential information, including non-public information about any Beta Release, feature, functionality, documentation, screenshots, performance, security measures, limitations, availability, test results, Feedback or planned product or service offering. You agree to protect and keep confidential such confidential information and disclose it only as necessary to comply with these Terms of Use or with any applicable laws compelling disclosure. You will not disclose, publish, post, benchmark, demonstrate or otherwise make available to any third party any such confidential information, except with our prior written permission. You agree that upon expiration or termination of these Terms of Use, you will destroy, return or delete any such confidential information in your possession.

Ownership; Reservation of Rights
1. FirstPrinciples Solution and all of its features and functionality, including all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection and arrangement, are owned by us, our licensors or other providers of such material and are protected in all forms by intellectual property laws, including copyright, trademark, patent, trade secret and any other proprietary rights.
2. You must not use our marks without our prior written permission. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on the FirstPrinciples Solution belong to their respective owners. Use of any such property, except as expressly authorized, will constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.
3. Subject to the terms and conditions of these Terms of Use, we grant you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable and revocable right during the Term to access and use the FirstPrinciples Solution, including to download, retrieve and display Content solely in connection with using the FirstPrinciples Solution, in accordance with these Terms of Use.
4. Nothing in these Terms of Use grants you any rights in the FirstPrinciples Solution, other than as necessary to enable you to access the FirstPrinciples Solution. You agree not to adjust or to try to circumvent or delete any copyright, trademark, or other intellectual property notices contained on the FirstPrinciples Solution and in particular, in any digital rights or other security technology embedded or contained within any content available on the FirstPrinciples Solution. You agree not to remove any watermarks, labels or other legal or proprietary notices included in the FirstPrinciples Solution.
5. FIRSTPRINCIPLES MAKES NO CLAIM TO OWNERSHIP OF OUTPUTS. YOU ACKNOWLEDGE AND AGREE THAT CERTAIN JURISDICTIONS DO NOT RECOGNIZE INTELLECTUAL PROPERTY OWNERSHIP IN OUTPUTS, OR OUTPUTS AND AS A RESULT FIRSTPRINCIPLES MAKES NO REPRESENTATION OR WARRANTY THAT YOU OR ANY PERSON WILL HAVE OWNERSHIP OF SUCH OUTPUTS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT OUTPUTS MAY NOT BE UNIQUE AND THAT THE FIRSTPRINCIPLES SOLUTION MAY GENERATE THE SAME OR SIMILAR OUTPUTS FOR OTHER USERS.
Your Responsibilities; Prohibited Uses
1. You will not use the FirstPrinciples Solution in violation of these Terms of Use or in violation of any applicable law. You will:
  1. use the FirstPrinciples Solution, Output (including any e-print content and metadata), third party content, third party data, websites, or services, solely for research or educational purposes;
  2. use best efforts to prevent unauthorized access to or use of the FirstPrinciples Solution;
  3. promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your Account or User ID, including any loss, theft, or unauthorized disclosure or use of your Account or User ID;
  4. comply with any rate limits, usage limits, or authorization mechanisms or restrictions of the FirstPrinciples Solution and/or applicable Third-Party Provider;
  5. not disclose or provide access to the FirstPrinciples Solution or any portion thereof to any person, firm or entity; or
  6. not, directly or indirectly and will not permit others to:
    1. A) license, sub-license, sell, rent, lend, lease, distribute or redistribute the FirstPrinciples Solution or any portion or components thereof in any manner (including, but not limited to, via or as part of any Internet site) or any intellectual property rights therein or otherwise make the FirstPrinciples Solution available to others;
    2. B) (I) attempt to breach, violate or circumvent or breach, violate or circumvent any security or authentication measures; (II) restrict, disrupt or disable services to Users, hosts, servers or networks; (III) illicitly reproduce TCP/IP packet headers; (IV) disrupt network services and otherwise disrupt our ability to monitor the FirstPrinciples Solution; (V) use any robot, spider, scraper or other automated or manual process or means to access the FirstPrinciples Solution or our Third-Party Providers’ property; (VI) use the FirstPrinciples Solution, or FirstPrinciples Solution or our Third-Party Providers’ property for any monitoring or copying of any material on the FirstPrinciples Solution or our Third-Party Providers’ property: (VII) access or use the FirstPrinciples Solution or our Third-Party Providers’ property to: (1) train any artificial intelligence (AI) or machine learning algorithms or software or create any derivative works, compilations or collective works; or (2) in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or violates any applicable law; (VIII) violate the restrictions in any robot exclusion headers on the FirstPrinciples Solution or our Third-Party Providers’ property or bypass or circumvent other measures employed to prevent or limit access to the FirstPrinciples Solution or our Third-Party Providers’ property; (IX) introduce any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful; (X) attack the FirstPrinciples Solution via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; (XI) take any action that imposes, or may impose, at our discretion, an unreasonable or disproportionately large load on the FirstPrinciples Solution or our Third-Party Providers’ property; or (XII) otherwise attempt to interfere with the proper working of the FirstPrinciples Solution;
    3. C) use or access the FirstPrinciples Solution in violation of any applicable law or intellectual property right, or in a manner that threatens the normal operation, availability, security or functionality of the FirstPrinciples Solution or our Third-Party Providers’ property;
    4. D) use the FirstPrinciples Solution to create, collect, transmit, store, use or process any User Data or other information: (I) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (II) that you do not own or otherwise have all rights, licences, consents, permissions and authorizations necessary to create, collect, transmit, store, use and process, and to permit FirstPrinciples, its affiliates and service providers to access, collect, use, process, store, disclose, transmit, copy, reproduce, modify, display, create derivative works from and otherwise exercise the licences and rights granted under these Terms of Use, including for artificial intelligence training, model improvement and product-development purposes; or (III) in a manner that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
    5. E) attempt to gain unauthorized access to the FirstPrinciples Solution, or bypass any measures we may use to prevent or restrict access to the FirstPrinciples Solution, including by performing any vulnerability, penetration or similar testing of the FirstPrinciples Solution;
    6. F) distribute, remix, adapt, build upon or copy the Output, content (including any e-prints), create adaptations, translations or derivative works based on the FirstPrinciples Solution, content (e-prints), Output or our Third-Party Providers’ property, in whole or in part, without the permission of FirstPrinciples and the applicable copyright holder or decompile, disassemble, reverse engineer or otherwise exploit any part of the FirstPrinciples Solution, content (including any e-prints), Output or our Third-Party Providers’ property;
    7. G) access or use the FirstPrinciples Solution or our Third-Party Providers’ property for the purpose of building a similar or competitive product or service including to access or use the FirstPrinciples Solution or any result generated by the FirstPrinciples Solution in response to a search or other use thereof (each an “Output”) to power a chatbot or to otherwise enable functionality that would be competitive with the FirstPrinciples Solution;
    8. H) violate the terms of use of any third-party website, Additional Agreements or any other licence terms of any Third-Party Providers;
    9. I) remove or obscure any proprietary notices or labels on the FirstPrinciples Solution, including brand, copyright, trademark and patent or patent pending notices;
    10. J) encourage or engage in any other conduct that restricts or inhibits any other User’s access or use of the FirstPrinciples Solution, or which, as determined by us, may harm the FirstPrinciples Solution or users of the FirstPrinciples Solution or expose them to liability;
    11. K) use the FirstPrinciples Solution except in accordance with these Terms of Use and the responsible use guidelines in Exhibit A attached hereto (“Responsible Use Guidelines”);
    12. L) use the FirstPrinciples Solution for any activities where the use or failure of the FirstPrinciples Solution would reasonably be expected to result in death, serious personal injury, or severe environmental or property damage (such as the creation or operation of weaponry);
    13. M) download any e-print from the FirstPrinciples Solution or any Third-Party Provider, or any portion thereof, unless you comply with all applicable terms of use and licence terms (including Additional Agreements (as applicable)) for such e-print;
    14. N) download (in any way whatsoever, including by automatically downloading) or print, in whole or in part, any Content, Output, or e-prints (including from Third-Party Providers) unless permitted by us via the FirstPrinciples Solution and/or you comply with all applicable terms of use and licence terms (including Additional Agreements (as applicable));
    15. O) mine, scrape or index the FirstPrinciples Solution, Output, data or information of Third-Party Provider, or any portion thereof, other than as expressly permitted by FirstPrinciples and/or Third-Party Providers (including under Additional Agreements as applicable);
    16. P) use the FirstPrinciples Solution to transmit or provide any User Data or otherwise provide any data that contains any personal information, other than personal information required by FirstPrinciples to set up an Account for you; or
    17. Q) use the FirstPrinciples Solution to transmit or provide any User Data or otherwise provide any data that contains any material non-public information as defined under applicable securities laws;
    18. R) automatically connect (whether through application programming interfaces or otherwise) the data made available to you as part of the FirstPrinciples Solution to other data, software, services or networks, other than as expressly permitted by FirstPrinciples in writing;
    19. S) use FirstPrinciples Solution, Output or any Third-Party Providers’ property (including content, materials, data, materials or files) to train any artificial intelligence (AI) or machine learning algorithms or software or create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
    20. T) use the FirstPrinciples Solution, Output, data or information of Third-Party Provider, or any portion thereof, for constructing, creating or calculating the value of any index or indexed products;
    21. U) use the FirstPrinciples Solution, Output, data or information of Third-Party Provider, or any portion thereof, as part of User’s intranet or other internal network (it being understood that this clause (U) will not prohibit any use of Content or Output that is explicitly permitted pursuant to any agreement for Third-Party Provider to which User is a party);
    22. V) create archival or derivative works based on the FirstPrinciples Solution, Output, data or information of Third-Party Provider, or any portion thereof. User will take all precautions that are reasonably necessary to prevent any unauthorized distribution or redistribution of the FirstPrinciples Solution, Output, data or information of Third-Party Provider, or any portion thereof;
    23. W) use the FirstPrinciples Solution for any commercial personal, family or household use; or
    24. X) use or access the FirstPrinciples Solution or our Third-Party Providers’ property for any purpose or in any manner not expressly permitted in these Terms of Use.
2. Without limiting the foregoing, you warrant and agree that your use of the FirstPrinciples Solution, Third-Party Providers’ information, data, products, services, Output and any User Data will not:
  1. in any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy;
  2. in any manner violate the terms of use of any third-party website that is linked to the FirstPrinciples Website or other FirstPrinciples Solution, including but not limited to, any third-party social media website.
  3. include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in FirstPrinciples’ sole discretion;
  4. involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code;
  5. involve, provide, or contribute any false, inaccurate, or misleading information;
  6. include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with the standards that we may require or make available to you;
  7. impersonate or attempt to impersonate the FirstPrinciples, a FirstPrinciples employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);
  8. transmit, or procure the sending of, any advertisements or promotions or sales, or encourage any other commercial activities, including any “spam”, “junk mail”, “chain letter”, contests, sweepstakes or other sales promotions, barter, or advertising or any other similar solicitation;
  9. cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
  10. do or promote any act or omission that is illegal or unethical, or that advocates, promotes, or assists any unlawful, illegal or unethical act or omission; or
  11. give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.
Feedback

To the extent that you submit ideas, suggestions, documents, or proposals regarding the FirstPrinciples Solution to us (“Feedback”), you acknowledge and agree that:

the Feedback does not contain confidential or proprietary information and we are not under any obligation of confidentiality with respect to the Feedback; and
we will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to you for such use.

Attribution

If you access or use the Theo Products under a paid subscription, plan or licence, you are not required to provide any credit or attribution to FirstPrinciples for your use of the Theo Products or any Output generated by or with the assistance of the Theo Products. If you access or use the Theo Products under a free, trial or unpaid tier, you are encouraged, to the best of your ability, to provide credit to FirstPrinciples when publishing, presenting or otherwise disclosing research findings or other work product that was materially assisted by the use of the Theo Products. Any such credit or attribution is voluntary and you may determine, in your sole discretion, the form, placement and manner of any credit or attribution you choose to provide.

Malicious Code and Security

The downloading and viewing of Content are done at your own risk. We do not guarantee or warrant that the FirstPrinciples Solution is compatible with your computer system or mobile device or that the FirstPrinciples Solution, or any links from the FirstPrinciples Solution, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system or mobile device that may be necessary as a result of your use of the FirstPrinciples Solution.

Disclaimer

YOUR USE OF THE FIRSTPRINCIPLES SOLUTION AND ANY SERVICES OR ITEMS FOUND THROUGH THE FIRSTPRINCIPLES SOLUTION IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FIRSTPRINCIPLES SOLUTION IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE FIRSTPRINCIPLES SOLUTION OR ANY CONTENT, THIRD PARTY PROVIDERS’ PROPERTY, SERVICES OR ITEMS FOUND THROUGH THE FIRSTPRINCIPLES SOLUTION OR VIA ANY THIRD-PARTY PROVIDERS’ PRODUCTS OR SERVICES, WILL BE COMPLETE, SECURE, SUITABLE, ACCURATE, RELIABLE, AVAILABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE FIRSTPRINCIPLES SOLUTION, THIRD-PARTY PROVIDERS’ PRODUCTS OR SERVICES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES, CONTENT, OUTPUT, THIRD-PARTY PROVIDERS’ PRODUCTS OR SERVICES, OR DATA AVAILABLE FOR DOWNLOADING FROM THE FIRSTPRINCIPLES SOLUTION AND/OR THIRD-PARTY PROVIDERS’ PRODUCTS OR SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE, OR THAT SUCH FILES, CONTENT, OUTPUT, THIRD-PARTY PROVIDERS’ PRODUCTS OR SERVICES, OR DATA WILL BE SUITABLE, ACCURATE OR RELIABLE FOR USE IN ACADEMIC PUBLICATIONS OR PEER REVIEWS. WE NOR THIRD-PARTY PROVIDERS DO NOT, AND WILL HAVE NO DUTY OR OBLIGATION TO VERIFY, MONITOR, CONTROL OR REVIEW ANY INFORMATION, CONTENT, OUTPUT AND/OR DATA DISPLAYED VIA THE FIRSTPRINCIPLES SOLUTION OR THIRD-PARTY PROVIDERS’ PRODUCTS OR SERVICES. USER ACKNOWLEDGES AND AGREES THAT: (I) IT IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, TIMELINESS, AND COMPLETENESS OF ANY AND ALL INFORMATION, CONTENT, OUTPUT AND/OR DATA DELIVERED TO IT VIA FIRSTPRINCIPLES SOLUTION; AND (II) IT HAS DETERMINED, BASED ON ITS OWN EVALUATION, THAT THE FIRSTPRINCIPLES SOLUTION AND EACH AGREEMENT ARE SUITABLE FOR AND SATISFACTORY TO USER, AND USER HAS NOT RELIED ON ANY STATEMENT, REPRESENTATION OR WARRANTY MADE BY FIRSTPRINCIPLES OR THIRD-PARTY PROVIDERS IN MAKING SUCH DETERMINATION. USER IS SOLELY AND ENTIRELY RESPONSIBLE FOR USER’S USE OF THE FIRSTPRINCIPLES SOLUTION AND YOUR COMPUTER, INTERNET AND DATA SECURITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE FIRSTPRINCIPLES SOLUTION OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY WEBSITE LINKED TO IT. THE FIRSTPRINCIPLES SOLUTION IS PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOUR USE OF THE FIRSTPRINCIPLES SOLUTION IS AT YOUR OWN RISK AND TO THE EXTENT PERMITTED BY APPLICABLE LAWS, WE DO NOT HAVE ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR YOUR USE OF THE FIRSTPRINCIPLES SOLUTION. YOU UNDERSTAND THAT: (A) THE NATURE OF AI MODELS IS NOT INTENDED, AND CANNOT BE, RELIED UPON WITHOUT INDEPENDENT VERIFICATION; AND (B) IT IS NOT FIRSTPRINCIPLES’ RESPONSIBILITY TO VALIDATE AND INSTRUCT YOU OR ANY OTHER PERSON TO VALIDATE THE OUTPUTS OR RESULTS OF THE FIRSTPRINCIPLES SOLUTION, INCLUDING ALL OUTPUTS, BEFORE RELYING ON SUCH RESULTS AND OUTPUTS, NOR IS IT FIRSTPRINCIPLES’ RESPONSIBILITY TO ENSURE THAT ALL PERSONS THAT RECEIVES SUCH RESULTS AND OUTPUTS UNDERSTANDS SUCH LIMITATIONS. WE ARE BASED IN ONTARIO, CANADA. THE FIRSTPRINCIPLES SOLUTION OR OUTPUT IS NOT INTENDED FOR USE IN ANY JURISDICTION WHERE ITS USE IS NOT PERMITTED. IF YOU ACCESS THE FIRSTPRINCIPLES SOLUTION OR ANY OUTPUT FROM OUTSIDE CANADA, YOU DO SO AT YOUR OWN RISK. YOU ARE RESPONSIBLE FOR COMPLIANCE WITH LAWS INCLUDING LOCAL LAWS OF YOUR JURISDICTION.

WITHOUT LIMITING THE FOREGOING, ANY BETA RELEASE IS MADE AVAILABLE FOR LIMITED EVALUATION AND TESTING ONLY AND MAY CONTAIN BUGS, ERRORS, OMISSIONS OR OTHER ISSUES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FIRSTPRINCIPLES MAKES NO REPRESENTATION OR WARRANTY THAT ANY BETA RELEASE WILL BE MADE GENERALLY AVAILABLE, WILL OPERATE WITHOUT INTERRUPTION, WILL MEET YOUR REQUIREMENTS, WILL BE COMPATIBLE WITH ANY SYSTEM OR DATA, OR WILL REMAIN AVAILABLE IN THE SAME FORM OR AT ALL.

IF YOU ARE A CONSUMER, NOTHING IN THESE TERMS OF USE EXCLUDES OR LIMITS ANY STATUTORY WARRANTY, GUARANTEE, RIGHT, REMEDY OR COOLING-OFF PERIOD THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE CONSUMER PROTECTION LEGISLATION. IF YOU ARE A CONSUMER RESIDING IN QUÉBEC, THE FOREGOING DOES NOT LIBERATE US FROM THE CONSEQUENCES OF OUR OWN ACTS OR THOSE OF OUR REPRESENTATIVES.

Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FIRSTPRINCIPLES, THE FIRSTPRINCIPLES ENTITIES, THIRD-PARTY PROVIDERS, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “FIRSTPRINCIPLES PARTIES”) BE LIABLE TO YOU FOR ANY: (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AGGRAVATED OR PUNITIVE DAMAGES; OR (B) LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS, CORRUPTION OR RECOVERY OF DATA, LOSS OF OUTPUT, COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE FIRSTPRINCIPLES SOLUTION, ANY BETA RELEASE, THE WEBSITE, ANY LINKED THIRD-PARTY WEBSITES, OR ANY WEBSITE CONTENT, MATERIALS, POSTING, OUTPUT, USER DATA, INFORMATION OR ITEMS MADE AVAILABLE THROUGH OR IN CONNECTION WITH ANY OF THE FOREGOING, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, EVEN IF WE WERE NOTIFIED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT ANY OF THE FIRSTPRINCIPLES PARTIES HAS ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE FIRSTPRINCIPLES SOLUTION OR ANY BETA RELEASE, THE TOTAL AGGREGATE LIABILITY OF THE FIRSTPRINCIPLES PARTIES FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF: (I) THE AMOUNTS PAID BY YOU TO FIRSTPRINCIPLES FOR THE FIRSTPRINCIPLES SOLUTION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (II) CAD $100. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY WHETHER OR NOT THE DAMAGES WERE FORESEEABLE, WHETHER OR NOT ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL ANY OF THE FIRSTPRINCIPLES PARTIES BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ANY EVENT OR CIRCUMSTANCES BEYOND OUR OR THEIR REASONABLE CONTROL, INCLUDING INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOUR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOUR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, PANDEMICS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES. NOTHING IN THESE TERMS OF USE EXCLUDES OR LIMITS LIABILITY TO THE EXTENT THAT LIABILITY MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IF YOU ARE A CONSUMER RESIDING IN QUÉBEC, THE FOREGOING DOES NOT LIBERATE US FROM THE CONSEQUENCES OF OUR OWN ACTS OR THOSE OF OUR REPRESENTATIVES.

Indemnification

YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE FIRSTPRINCIPLES PARTIES FROM AND AGAINST ANY CLAIMS, CAUSES OF ACTION, DEMANDS, RECOVERIES, LOSSES, DAMAGES, FINES, PENALTIES OR OTHER COSTS OR EXPENSES OF ANY KIND OR NATURE, INCLUDING REASONABLE LEGAL AND ACCOUNTING FEES, INCLUDING IN EACH CASE AS A RESULT OF A CLAIM OR ACTION BY A THIRD PARTY, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USER DATA, INCLUDING ANY CLAIM THAT YOUR USER DATA OR THE COLLECTION, USE, PROCESSING, STORAGE, DISCLOSURE, TRANSMISSION, COPYING, MODIFICATION, DISPLAY, CREATION OF DERIVATIVE WORKS FROM, TRAINING ON OR OTHER USE OF YOUR USER DATA AS PERMITTED UNDER THESE TERMS OF USE VIOLATES APPLICABLE LAW OR INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES THE RIGHTS OF ANY PERSON; (B) YOUR USE OF ANY OUTPUT, INCLUDING YOUR RELIANCE ON, MODIFICATION OF, PUBLICATION OF OR PROVISION OF ANY OUTPUT TO ANY PERSON; (C) YOUR USE OF THE FIRSTPRINCIPLES SOLUTION, INCLUDING ANY BETA RELEASE OR CHAT INTERFACE; (D) YOUR BREACH OF ANY PROVISION OF THESE TERMS OF USE AND ANY TERMS REFERENCED HEREIN (INCLUDING RESPONSIBLE USE GUIDELINES); (E) YOUR VIOLATION OF ANY ADDITIONAL AGREEMENTS, THIRD PARTY TERMS OF USE OR LICENCE TERMS AND CONDITIONS; (F) YOUR VIOLATION OF ANY APPLICABLE LAWS OR THE RIGHTS OF A THIRD PARTY (INCLUDING INTELLECTUAL PROPERTY RIGHTS, PRIVACY RIGHTS, MORAL RIGHTS OR RIGHTS OF PUBLICITY); OR (G) YOUR UNAUTHORIZED DISCLOSURE, PUBLICATION OR USE OF THE FIRSTPRINCIPLES SOLUTION, ANY BETA RELEASE OR ANY CONFIDENTIAL INFORMATION. FIRSTPRINCIPLES RESERVES THE RIGHT, AT YOUR COST, TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENCES.

Term and Termination; Survival
1. These Terms of Use will commence on the day you first use the FirstPrinciples Solution and will remain in effect until terminated by either party in accordance with the provisions of these Terms of Use (the “Term”). We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the FirstPrinciples Solution. Without limiting the foregoing, your right to receive and use those portions of the FirstPrinciples Solution provided by FirstPrinciples pursuant to licences granted to FirstPrinciples by Third-Party Providers is subject to automatic termination without liability on the part of FirstPrinciples if such licences are terminated for any reason. You may terminate these Terms of Use at any time and with immediate effect by deleting your Account, if account deletion functionality is made available to you, or ceasing use of the FirstPrinciples Solution. Termination of these Terms of Use will terminate the provision of the FirstPrinciples Solution by FirstPrinciples to User and User’s use of and all access to the FirstPrinciples Solution. Upon termination of these Terms of Use for any reason set forth herein by either party, User will cease all use of and access to the FirstPrinciples Solution and delete any copies of Content, Output or other materials made available through the FirstPrinciples Solution except to the extent User is otherwise permitted under these Terms of Use or required by applicable law or regulatory document retention obligations. We may retain, delete, de-identify or otherwise process User Data, Output, Feedback, usage information, logs, diagnostics, telemetry, analytics, backups and records following termination in accordance with these Terms of Use, our Privacy Policy and applicable law. Notwithstanding the foregoing, if User continues to use any portion of the FirstPrinciples Solution that is publicly available after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use.
2. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: the terms applicable to Beta Releases that by their nature should survive, Sections 3 (Third-Party Content, Websites or Services), 4 (User Data), 5 (Privacy; Electronic Communications), 6 (Confidentiality), 7 (Ownership; Reservation of Rights), 9 (Feedback), 10 (Attribution), 11 (Malicious Code and Security), 12 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 15(b) (Term and Termination; Survival), and 16 (General Provisions).
General Provisions
1. Choice of Law. Except as restricted by applicable laws or if you are a consumer residing in Québec, these Terms of Use will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. If you are a consumer residing in Québec, these Terms of Use will be governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of law. Except as restricted by applicable laws or if you are a consumer residing in Québec, any action or proceeding arising out of or relating to the FirstPrinciples Solution and under these Terms of Use will be initiated in Toronto, Ontario, Canada and each party irrevocably submits to the exclusive personal jurisdiction and venue of such courts sitting therein. Notwithstanding the foregoing, this choice of jurisdiction does not prevent us from seeking remedies with respect to a violation of intellectual property rights or breach of confidentiality in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use.
2. Entire Agreement. These Terms of Use (including any Responsible Use Guidelines) constitute the entire agreement between you and us in connection with the subject matter of these Terms of Use and supersede all prior or contemporaneous agreements, representations or other communications between you and us with respect to the FirstPrinciples Solution. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of us in these Terms of Use, mean our right to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain our decision to you.
3. Waiver. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
4. Severability. Any provision of these Terms of Use found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
5. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
6. English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

‍

Exhibit A
Responsible Use Guidelines

Last Updated: June 2026

The FirstPrinciples Solution may not be used for any of the following purposes. The description for each disallowed use case is illustrative but not exhaustive; FirstPrinciples reserves the right to terminate access to the FirstPrinciples Solution for violation of these Responsible Use Guidelines.

Violence and threats:

Violence/Incitement: Actions that threaten, encourage, or incite violence against anyone, directly or indirectly.
Self-harm: Promoting or glorifying acts of self-harm, such as cutting, eating disorders like anorexia or bulimia, and suicide.
Sexual exploitation: Promoting or celebrating sexual exploitation, including the sexualization of minors.
Hate speech: Promoting hatred or glorifying abuse against people based on characteristics like race, ethnicity, national origin, religion, disability, disease, age, sexual orientation, gender, or gender identity.

Antisocial and antidemocratic uses:

Harassment: Bullying, threatening, shaming, or doxxing.
Insensitivity: Belittling victims of serious physical or emotional harm.
Intentional sowing of division: Sharing of divisive generated content in order to turn a community against itself.
Harmful belief perpetuation: Perpetuating racism, or sexism.
Applications that aim to characterize identity: Attempting to characterize gender, race, or ethnicity.
Graphic depictions: Distribution of sexually explicit acts, torture, or abuse.
Political manipulation: Attempting to influence political decisions, or opinions.

Deceit:

Fraud: Catfishing, phishing, or attempting to circumvent the law.
Spam: Sending unsolicited email and messages, or manipulating search engines.
Misrepresentation: Representing raw generations as coming from humans, using supervised generations with false identities, or a single person using generations with many identities that appear to be independent.
Misinformation: Creating or promoting harmful false claims about government policies, or public figures, including applications founded on unscientific premises.
Synthetic media and impersonation: Creating, editing or distributing deepfakes, synthetic voice, synthetic images, synthetic video or other deceptive generated content in a manner that misleads people about a person’s identity, statements, actions or endorsement.

Attacks on security or privacy:

Security breaches: Spearphishing.
Privacy violations: Model attacks to extract personal information.
Safeguard circumvention: Attempting to bypass, disable, evade or test the limits of safety filters, usage limits, monitoring, access controls, technical restrictions or other protective measures of the FirstPrinciples Solution or any third-party system.
Credential, system or data abuse: Credential theft, unauthorized access, data exfiltration, malware, phishing, vulnerability exploitation, evasion of detection or instructions that materially facilitate such activity.
Re-identification and surveillance: Re-identifying de-identified or anonymized information, building profiles about individuals, tracking individuals, or conducting surveillance without appropriate legal authority, consent and safeguards.

Unsafe unsupervised uses:

Social media: Posting content to social platforms in an automated way.
No transparency: Applications that do not disclose that the content is generated through automated means.

Decision-making:

AI-based social scoring for general purposes done by public authorities; using Output toward larger decision-making systems that will influence actions, decisions, or policies without a human in the loop.

Classification of individuals:

Applications that classify and/or profile people based on protected characteristics, or infer those characteristics from text written about them or by them.
Biometric identification and surveillance: Identifying, verifying, tracking or profiling individuals using face, voice, gait, behavioural, biometric or similarly sensitive characteristics without appropriate legal authority, consent and safeguards.

Other:

Intentional manipulative redirection of attention: This includes tactics such as sharing positive generated content in order to direct attention away from harmful actions that individuals may otherwise take notice of.
Plagiarism: Tools that promote academic dishonesty.

Research integrity and scientific safety:

Fabrication and research misconduct: Fabricating, falsifying or misrepresenting research data, citations, sources, methods, authorship, peer review, grant materials, academic work or other scientific records.
Scientific validation and professional judgement: Presenting Output as experimentally validated, peer-reviewed or accepted scientific fact without appropriate independent verification, qualified scientific review, replication where applicable, and disclosure of material limitations, assumptions and uncertainty.
Unsafe scientific, biological, chemical or physical-sciences assistance: Generating, optimizing or troubleshooting protocols, experimental plans, instructions or workflows that materially facilitate the creation, acquisition, modification, enhancement or deployment of weapons, pathogens, toxins, controlled substances, hazardous materials, harmful energy systems or other harmful biological, chemical, radiological, nuclear or physical systems.
Hazardous equipment and experimental systems: Designing, constructing, optimizing, troubleshooting or operating high-energy, high-voltage, high-pressure, cryogenic, vacuum, laser, radiation, accelerator, reactor, aerospace, propulsion, explosive or similarly hazardous systems without appropriate qualified supervision, institutional approvals, safety controls, training and legal authorization.
Dual-use and regulated technologies: Using the FirstPrinciples Solution to develop, optimize, evade controls for, or materially assist nuclear, radiological, directed-energy, surveillance, targeting, aerospace, propulsion, weapons, export-controlled or similarly regulated technologies, except where the use is lawful, appropriately authorized and subject to qualified human oversight and safeguards.
Autonomous or unsupervised real-world execution: Using Output to initiate, control or execute laboratory, clinical, field, physical-world, procurement or deployment activities without appropriate qualified human review, institutional approvals, safety controls, risk assessments, training and legal authorization.
Human, animal and environmental research: Designing, conducting or assisting research involving human participants, animals, environmental release, field deployment or regulated samples without required ethics review, informed consent, permits, institutional approvals and safety controls.

Usages which appear to violate our guidelines should be reported within 24 hours to FirstPrinciples by contacting us at contact@firstprinciples.org.

Terms of Use

Exhibit AResponsible Use Guidelines

Exhibit A
Responsible Use Guidelines