TERMS OF USE

We are Alula ("Company," "we," "us," "our"), a company that operates alulaplan.ca and provides a retirement planning tool intended for use by Canadians, along with related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

You can contact us by email at alula.admin@gmail.com.

These Legal Terms are a legally binding agreement between you (whether personally or on behalf of an entity) and Alula. By accessing or using the Services, you agree that you have read, understood, and accepted all of these Legal Terms. If you do not agree, you are prohibited from using the Services and you must discontinue use immediately.

We may update these Legal Terms from time to time. The updated version will be indicated by an updated "Last updated" date at the top. Your continued use of the Services after an update constitutes acceptance of the revised Legal Terms. We encourage you to review these Legal Terms periodically.

We recommend that you save or print a copy of these Legal Terms for your records.

The Services are designed for use by Canadians. The information provided through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement within that jurisdiction or country. Those who choose to access the Services from outside Canada do so on their own initiative and are solely responsible for compliance with their local laws.

The Services do not constitute financial, investment, tax, legal, or accounting advice except as expressly provided through our Expert Review service (when launched). See Section 16.

The Services consist of, or are planned to consist of, the following:

2.1 Free retirement planning tool (currently available)

The free tier is the retirement planning tool currently available at alulaplan.ca. It is anonymous: we do not require you to create an account or provide identifying information to use it. The financial inputs you enter are processed in your browser and sent to our solver only for as long as needed to compute your plan. We do not store your inputs or your results on our servers. See our Privacy Policy for details.

The Services are currently provided free of charge to all users.

2.2 Premium tier (forward-looking)

We plan to eventually launch a paid Premium subscription that will offer additional features (which may include the ability to save scenarios, compare multiple plans, and access additional planning capabilities). Premium will require a user account.

When Premium launches, the Sections of these Legal Terms that reference Premium (including Sections 4 and 5) will become operative. We may also publish supplemental terms for Premium at that time, which will form part of these Legal Terms.

2.3 Expert Review (forward-looking)

We plan to eventually launch Expert Review, a paid add-on available exclusively to Premium subscribers. Expert Review will provide a one-time consultation with a Certified Financial Planner (CFP) employed or contracted by Alula, along with a written deliverable summarizing the discussion and any action items.

When Expert Review launches, Section 6 will become operative. Each Expert Review session will be subject to a separate engagement letter that defines the scope of the consultation and the obligations of both parties. The engagement letter and Section 6 will govern the Expert Review service, in addition to these Legal Terms.

3.1 Our intellectual property

We are the owner or licensee of all intellectual property rights in the Services, including the source code, software, the retirement planning solver and underlying methodology, databases, website design, the visual presentation and templates of any output generated by the Services, audio, video, text, photographs, and graphics on the Services (collectively, the "Content"), as well as our trademarks, service marks, and logos (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and other intellectual property and unfair competition laws) in Canada and around the world.

3.2 Your use of the Services

Subject to your compliance with these Legal Terms, we grant you a non-exclusive, non-transferable, revocable license to:

• access and use the Services for your personal, non-commercial use; and
• download, print, save, and share any retirement plan or other output the Services generate based on your inputs.

Beyond what is set out above, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without our prior written permission. To request permission, contact us at alula.admin@gmail.com.

3.3 Ownership of plans you generate

You retain ownership of any retirement plan or other output the Services generate based on your inputs. You may use, share, and publish your generated plan freely, including publicly. We ask that you do not remove or obscure any Alula branding or attribution that appears on the generated output.

We retain all rights in the underlying software, methodology, solver, and the visual presentation and template format of the output itself. Nothing in this section transfers ownership of those elements to you.

3.4 Reservation of rights

We reserve all rights not expressly granted to you in these Legal Terms. Any breach of this Section 3 will constitute a material breach of these Legal Terms and your right to use the Services may be terminated immediately.

This Section 4 applies only to Premium tier users. The free retirement planning tool does not require an account.

When Premium launches, you will be able to create a Premium account by providing accurate, current, and complete information. You agree to:

• Provide accurate registration and account information
• Maintain the security and confidentiality of your account credentials
• Promptly update your information if it changes
• Be responsible for all activity that occurs under your account
• Notify us promptly of any unauthorized access to your account

You may have only one Premium account at a time. You may not share your account credentials with anyone else. You may not impersonate another person or use another person's account.

If we suspend or terminate your account for any reason, you may not register a new account under your name, a fake or borrowed name, or the name of any third party.

This Section 5 applies only when paid tiers (Premium and Expert Review) are available. It does not apply while the Services are free.

5.1 Payment processing

When paid tiers launch, payment will be processed by a third-party payment processor (currently planned to be Stripe). Alula does not store full payment card details on its own servers. Your use of the payment processor is subject to that provider's own terms and privacy policy.

5.2 Premium subscription

Premium will be offered as an annual subscription. The price will be displayed at the point of purchase and is subject to change with reasonable notice. Applicable taxes are additional unless otherwise stated.

No auto-renewal. Premium subscriptions do not automatically renew. To continue using Premium after your subscription period ends, you must affirmatively renew. We may notify you before your subscription expires and offer renewal, but we will not charge you again without your express consent.

5.3 Money-back guarantee on Premium

We will offer a 30-day money-back guarantee on new Premium subscriptions. If you cancel your Premium subscription within 30 days of your initial purchase, we will provide a full refund, no questions asked. To request a refund, contact us at alula.admin@gmail.com from the email address associated with your account. The 30-day window applies to your initial Premium purchase only and not to any subsequent renewals.

5.4 Expert Review pricing and refunds

Expert Review will be offered as a one-time, per-session purchase available only to active Premium subscribers. The price per session will be displayed at the point of purchase.

Refunds for Expert Review sessions will be handled as follows:

• Before a CFP is assigned to your session: full refund available on request.
• After a CFP is assigned but before your session takes place: partial refund may be available, depending on the work already performed by the assigned CFP. We will assess this in good faith on a case-by-case basis.
• After your Expert Review session has been delivered (including delivery of the written summary): non-refundable, except where required by applicable law.

5.5 Price changes

We may change the price of Premium subscriptions or Expert Review sessions at any time. Price changes will not affect any subscription or session you have already purchased.

5.6 Failed payments and account suspension

If a payment fails, we may suspend or restrict access to paid features until payment is resolved.

This Section 6 applies only when the Expert Review service is available.

6.1 What Expert Review is

Expert Review is a paid one-time consultation with a Certified Financial Planner (CFP) employed or contracted by Alula. Each Expert Review session includes a live conversation between you and the assigned CFP, and a written deliverable that summarizes the conversation and any action items. The CFPs providing Expert Review are obligated to follow FP Canada's Standards of Professional Responsibility.

6.2 Engagement letter

Before each Expert Review session, you will be required to acknowledge an engagement letter that defines the scope of the consultation, the limitations of the advice, and the obligations of both parties. The engagement letter forms part of these Legal Terms with respect to the Expert Review service. If there is any inconsistency between the engagement letter and these Legal Terms with respect to a specific Expert Review session, the engagement letter governs.

6.3 Scope of advice

Expert Review provides personalized retirement planning advice based on the information you provide before and during your session. The advice is intended only for the individual user (or couple, where applicable) named in the engagement letter, and only for the financial scenario described.

The following are explicitly outside the scope of Expert Review unless we expressly agree otherwise in writing:

• Tax preparation or tax advice
• Specific investment product recommendations or securities advice
• Insurance product recommendations
• Estate planning
• Legal advice
• Advice for individuals who are not Canadian residents
• Business or corporate financial planning

The CFP may decline to address questions outside the scope of Expert Review and may refer you to a qualified third party for those topics.

6.4 Reliance on information you provide

The advice provided through Expert Review is based entirely on the information you provide. You are responsible for ensuring that the information you provide is accurate, complete, and current. We are not responsible for advice that turns out to be unsuitable because of inaccurate, incomplete, or outdated information you provided.

6.5 No ongoing relationship

Expert Review is a one-time consultation. Unless you purchase a separate Expert Review session, the CFP has no ongoing duty to monitor your circumstances, update their advice, or act on your behalf.

6.6 Professional liability and insurance

Alula carries (or will carry, before the launch of Expert Review) errors and omissions (E&O) / professional liability insurance covering the Expert Review service. See Section 18 for how this affects liability for Expert Review.

7.1 Representations

By using the Services, you represent and warrant that:

1. You have the legal capacity to agree to these Legal Terms.
2. You are not a minor in the jurisdiction in which you reside.
3. You will not access the Services through automated or non-human means (such as bots or scripts).
4. You will not use the Services for any illegal or unauthorized purpose.
5. Your use of the Services will not violate any applicable law or regulation.
6. Any information you provide to us is, to your knowledge, true, accurate, current, and complete.

If you provide information that is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your access to the Services.

7.2 Consent before use

Before using the Services, you will be asked to affirmatively confirm that you have read and agree to these Legal Terms, our Privacy Policy, and our Cookie Policy. You may not use the Services without providing this confirmation. By providing it, you agree to be bound by these Legal Terms and acknowledge the practices described in our Privacy Policy and Cookie Policy.

If these Legal Terms are updated, we may ask you to re-confirm your agreement before continuing to use the Services.

You may not access or use the Services for any purpose other than that for which we make them available. As a user of the Services, you agree not to:

• Systematically retrieve data or content from the Services to create or compile a collection, compilation, database, or directory without our written permission.
• Use the Services to compile, scrape, or otherwise extract our retirement planning methodology or solver outputs in a manner intended to enable the development of a competing product or service.
• Trick, defraud, or mislead us or other users, including any attempt to learn another user's account credentials.
• Circumvent, disable, or interfere with security-related features of the Services, including features that restrict the use or copying of any Content.
• Use any information obtained from the Services to harass, abuse, or harm another person.
• Submit false reports of abuse or misconduct, or otherwise misuse our support channels.
• Use the Services in a manner inconsistent with applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material that interferes with the operation of the Services or that disrupts other users' enjoyment of them.
• Engage in any automated use of the Services, including the use of scripts, bots, scrapers, data mining tools, or similar.
• Delete or obscure any copyright or proprietary rights notice from any Content.
• Attempt to impersonate another user or person, or use the username of another user.
• Interfere with, disrupt, or create an undue burden on the Services or the networks connected to them.
• Harass, threaten, or intimidate any of our employees, contractors, or agents.
• Attempt to bypass any measures of the Services designed to prevent or restrict access.
• Decompile, disassemble, or reverse engineer any of the software comprising the Services, except as permitted by applicable law.
• Use the Services or any Content in connection with any commercial enterprise, except for sharing your own generated retirement plan as permitted by Section 3.3.

We may invite you to submit feedback, comments, suggestions, ideas, or other information about the Services through forms on our website, email, or otherwise (collectively, "Submissions").

By making a Submission, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and distribute the Submission for any purpose, without compensation to you. You agree that we may freely use any feedback or suggestions you provide to improve the Services or for any other lawful purpose.

You represent that your Submissions are your own original work or that you have the rights to submit them, and that they do not contain confidential or proprietary information of any third party.

You will not include in any Submission any content that is illegal, harassing, hateful, defamatory, obscene, threatening, deceptive, or that infringes the rights of any third party.

Submissions made through forms on our website are visible only to us, not to other users.

We reserve the right (but not the obligation) to:

• Monitor the Services for violations of these Legal Terms.
• Take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms.
• Refuse, restrict, limit, or disable access to any portion of the Services or to any user.
• Remove or disable any content or files that, in our judgment, are excessive in size, burdensome to our systems, or otherwise problematic.
• Otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

These Legal Terms remain in full force and effect while you use the Services.

We reserve the right, in our sole discretion and without notice or liability, to deny access to and use of the Services to any person for any reason, including for breach of these Legal Terms or applicable law. We may terminate your use of or participation in the Services, or delete any content or information you have posted, at any time without warning.

If we terminate or suspend your account for any reason, you may not register a new account under your name, a fake or borrowed name, or the name of any third party.

In addition to terminating or suspending access, we reserve the right to take appropriate legal action, including civil, criminal, and injunctive remedies.

We reserve the right to change, modify, or remove the contents of the Services at any time and for any reason at our sole discretion, without notice. We have no obligation to update any information on the Services.

We cannot guarantee that the Services will always be available. We may experience hardware, software, or other problems, or need to perform maintenance, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services (or any portion of them, including individual features and tiers) at any time and for any reason without notice. You agree that we have no liability for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime, modification, or discontinuance.

Nothing in these Legal Terms obligates us to maintain or support the Services or to provide corrections, updates, or releases.

These Legal Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

If you reside in Quebec, certain provisions of the Quebec Consumer Protection Act and other Quebec consumer protection laws may apply to your use of the Services regardless of this choice of law. Nothing in these Legal Terms is intended to deprive you of any non-waivable consumer protection rights you have under the laws of your province.

14.1 Informal negotiation

Before initiating any formal proceeding, you and Alula agree to first attempt to resolve any dispute, controversy, or claim related to these Legal Terms or the Services (a "Dispute") through informal good-faith negotiations for at least 30 days. Informal negotiations begin upon written notice from one party to the other (which, for Alula, must be sent to alula.admin@gmail.com).

14.2 Court jurisdiction

If the parties are unable to resolve a Dispute through informal negotiation, the Dispute will be resolved by the courts located in the Province of Ontario, Canada. You and Alula irrevocably consent to the jurisdiction of those courts.

This does not prevent either party from seeking relief from a small-claims court of competent jurisdiction (such as the Ontario Small Claims Court) for Disputes within that court's monetary jurisdiction.

14.3 No class actions

To the fullest extent permitted by law, you and Alula agree that any Dispute will be resolved on an individual basis. Neither party will be entitled to pursue any Dispute as a class, collective, or representative action.

14.4 Exceptions

The following types of Dispute are not subject to the informal negotiation requirement:

• Disputes seeking to enforce or protect intellectual property rights.
• Disputes related to allegations of theft, piracy, invasion of privacy, or unauthorized use of the Services.
• Claims for injunctive relief.

The Services may contain typographical errors, inaccuracies, or omissions, including in descriptions, pricing, availability, and other information. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information on the Services at any time without prior notice.

16.1 General disclaimer

The Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the Services and your use of them, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We make no warranty about the accuracy, completeness, validity, reliability, or availability of any information provided through the Services, or about the Services' freedom from errors. The information provided through the Services is offered in good faith and for general informational purposes.

16.2 No financial, investment, tax, legal, or accounting advice (free retirement planning tool)

The free retirement planning tool does not constitute, and is not intended to constitute, financial, investment, tax, legal, or accounting advice. It is an informational and educational tool that produces projections and suggestions based on the inputs you provide and a set of assumptions described in the Services.

The outputs of the tool depend entirely on the accuracy of your inputs and on the assumptions used by the tool. Real-world investment returns, inflation rates, tax rules, government benefits, and personal circumstances may differ materially from the assumptions used. Past performance and projected performance are not guarantees of future results.

You should consult a qualified professional before making financial decisions based on outputs from the tool. Your use of the tool, and your reliance on any information it produces, is solely at your own risk.

16.3 Expert Review (when launched)

When Expert Review is available, it provides personalized retirement planning advice within the defined scope of each engagement. Expert Review advice is subject to the limitations described in Section 6 and the applicable engagement letter. Expert Review does not include tax preparation, specific investment product recommendations, insurance advice, estate planning, legal advice, advice for non-Canadian residents, or business or corporate financial planning, except where we expressly agree otherwise in writing.

16.4 Reliance and risk

Your use of the Services and your reliance on any information obtained through the Services is solely at your own risk. To the fullest extent permitted by law, and subject to the carve-outs in Section 18.5, we will not be liable for any loss or damage of any kind incurred as a result of the use of the Services or reliance on any information provided through the Services.

If we publish user testimonials on the Services in the future, we will do so subject to the following:

• Testimonials reflect the real-life experiences and opinions of the users who provided them. Individual experiences are personal and may not be representative of all users. Your individual results may vary.
• We will only publish a testimonial with the user's explicit prior written consent.
• We do not pay or otherwise compensate users for providing testimonials, and we do not pay reviewers to write reviews.
• We will not edit testimonials substantively. We may edit for spelling, grammar, or length, but we will not change the meaning or sentiment of the testimonial.
• Where a testimonial is published, we will only display the user's first name and province (and possibly a city or region), not their full name or other identifying details.
• The views expressed in testimonials belong solely to the individual user and do not necessarily reflect our views.

We reserve the right to decline to publish, or to remove, any submitted testimonial at our sole discretion.

Subject to applicable law, our total liability to you for any cause whatsoever, regardless of the form of action, will be limited as set out below. Different limits apply to different parts of the Services to reflect the different nature of each.

18.1 Free retirement planning tool

For any claim arising from your use of the free retirement planning tool, our total liability to you will not exceed the greater of (a) the amount you have paid us (which, for free-tier users, is zero) or (b) one hundred Canadian dollars (CAD $100).

18.2 Premium tier (when launched)

For any claim arising from your use of the Premium tier, our total liability to you will not exceed the greater of (a) the amount you have paid us for Premium in the 12 months preceding the event giving rise to the claim or (b) five hundred Canadian dollars (CAD $500).

18.3 Expert Review (when launched)

We do not contractually cap our liability for professional negligence claims arising from Expert Review advice. Such claims are subject to applicable professional standards and laws and are covered by the errors and omissions (E&O) / professional liability insurance we carry for the Expert Review service.

For claims arising from Expert Review that are not based on professional negligence (for example, claims related to billing or service availability), our total liability will not exceed the amount you paid for the Expert Review session in question.

18.4 Excluded damages

In no event will we, our directors, employees, contractors, or agents be liable to you or any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profits, lost revenue, or loss of data arising from your use of the Services, even if we have been advised of the possibility of such damages.

18.5 Carve-outs

Nothing in this Section 18 limits or excludes our liability for:

• Gross negligence
• Willful misconduct
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be limited or excluded under applicable law

Certain Canadian and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above limitations may not apply, and you may have additional rights.

You agree to defend, indemnify, and hold harmless Alula and our affiliates, officers, agents, contractors, and employees from and against any loss, damage, liability, claim, or demand (including reasonable legal fees) made by any third party arising out of:

1. Your use of the Services in breach of these Legal Terms.
2. Your breach of these Legal Terms.
3. Any breach of your representations and warranties in these Legal Terms.
4. Your violation of any third-party rights, including intellectual property rights.
5. Any harmful act toward another user of the Services.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense. We will use reasonable efforts to notify you of any such claim upon becoming aware of it.

20.1 Free retirement planning tool

The financial inputs you enter into the free retirement planning tool are not stored on our servers. We have no record of your inputs or your generated plan after your session ends. You are responsible for saving any plan you wish to keep (for example, by downloading or printing it).

20.2 Premium tier (when launched)

When Premium launches, we will store the financial scenarios and account information you provide. We perform regular backups, but you are solely responsible for the data you transmit and for any activity you have undertaken using the Services. You agree that we have no liability to you for any loss or corruption of data, and you waive any right of action against us arising from any such loss.

20.3 Service changes and data loss

We may modify, suspend, or discontinue the Services (or any portion of them) at any time, as described in Section 12. If we do, any data retained in your browser, or any data you have stored with us, may be lost or become inaccessible. To the extent permitted by law, you agree that we have no liability for any such loss.

20.4 Relationship with the Privacy Policy

This Section 20 describes the basic allocation of responsibility for user data between you and Alula for the purposes of these Legal Terms. Our Privacy Policy describes in detail how we collect, use, store, share, and protect your personal information. In the event of any conflict or inconsistency between this Section 20 and the Privacy Policy, the Privacy Policy governs with respect to the handling of personal information.

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications from us, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically (via email or on the Services) satisfy any legal requirement that the communication be in writing.

You agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed through the Services. You waive any rights or requirements under any law that requires an original signature, the delivery or retention of non-electronic records, or payments by means other than electronic means, to the extent permitted by law.

These Legal Terms (together with any policies or operating rules posted by us on the Services and, where applicable, the Privacy Policy, Cookie Policy, and any engagement letter for Expert Review) constitute the entire agreement between you and Alula regarding the Services.

Our failure to exercise or enforce any right or provision of these Legal Terms does not operate as a waiver of that right or provision.

We may assign our rights and obligations under these Legal Terms to others at any time. You may not assign your rights or obligations without our prior written consent.

We are not responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

If any provision (or part of a provision) of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision (or part) is severable from the rest, and the remaining provisions remain in effect.

There is no joint venture, partnership, employment, or agency relationship between you and us as a result of these Legal Terms or your use of the Services.

You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You waive any defenses you may have based on the electronic form of these Legal Terms or the lack of signing by the parties.

To resolve a complaint regarding the Services or to receive further information about your use of the Services, please contact us at: