Terms of Service

1. Who we are and what these Terms cover

These Terms of Service (the "Terms") are a binding agreement between Tangent49 Inc., a corporation incorporated under the Canada Business Corporations Act, carrying on business as DepthFinder ("DepthFinder", "we", "us"), and the business that creates a DepthFinder account ("Customer", "you").

These Terms govern your access to and use of the DepthFinder web application, related services, and any associated documentation (together, the "Service").

You accept these Terms by executing an Order Form or other written confirmation that refers to them, by clicking to accept them where we offer that option, or by using the Service after we have provisioned a Workspace for you and given you notice of these Terms. If you do not agree, do not use the Service.

These Terms are complete on their own. They are not connected to, and do not incorporate, any other agreement between Tangent49 Inc. and any person, including any consulting or services agreement Tangent49 Inc. may have with you or your affiliates.

2. Business use only; authority to accept

2.1 Business capacity. The Service is offered only to businesses and other organizations for use in their trade, business, or profession. By accepting these Terms you represent that you are entering into them in a business capacity and not as a consumer, and that you will not use the Service for personal, family, or household purposes.

2.2 Authority. If you accept these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization, and "Customer" and "you" refer to that organization.

2.3 Age. The Service is not directed to, and may not be used by, anyone under 18.

3. Territory

3.1 Where the Service is offered. The Service is offered to Customers located in Canada (other than Quebec), the United States, and other jurisdictions where we choose to make it available. We may restrict availability by billing address or otherwise.

3.2 Quebec. The Service is not currently offered to businesses located, established, or having a place of business in the Province of Quebec. By accepting these Terms you represent that you are not such a business. If you become established in Quebec during your subscription, you must tell us promptly, and either of us may terminate your subscription on notice, in which case §16.4 applies.

3.3 Effect of a misrepresentation. If you accept these Terms in breach of §3.2, we may terminate your account immediately. Nothing in this §3 limits any right you may have under a law that cannot be excluded by contract.

4. The Service

4.1 What DepthFinder does. DepthFinder connects to the Google Search Console properties you authorize, combines that data with third-party search and market data, and produces analysis, interpreted findings, and prioritized recommendations about your search and AI-assistant visibility.

4.2 No outcome guarantee. DepthFinder provides analysis and recommendations. We do not guarantee, and nothing in the Service should be read as a promise of, any search ranking, position, impression count, click volume, traffic level, visibility score, revenue, or other business outcome. Search engines and AI systems change how they rank and present content without notice, and results depend on many factors outside our control and yours.

4.3 Changes to the Service. We may add, change, or remove features from time to time. If a change materially reduces the core functionality of your subscription tier, we will give you at least 30 days' notice by email or in the Service, and you may cancel under §16.2 before the change takes effect without further charge.

4.4 Beta and preview features. We may label some features as beta, preview, or experimental. Those features are provided for evaluation, may be changed or withdrawn at any time, and are provided without any warranty or support commitment beyond what §12 already provides.

5. AI-generated analysis and recommendations

5.1 How output is produced. The findings, scores, verdicts, and recommendations shown in the Service ("Output") are produced using automated systems, including large language models operated by third-party providers. Output is generated from the data available to the Service at the time and is not reviewed by a person before it is shown to you.

5.2 Output may be wrong. Output may be incomplete, out of date, or incorrect. It may misinterpret data, miss context about your business that the Service does not have, or recommend an action that would be unhelpful or harmful in your circumstances.

5.3 Not professional advice. Output is informational. It is not marketing, legal, financial, or other professional advice, and it does not replace your own judgment or that of a qualified professional.

5.4 Your decisions are yours. You are responsible for evaluating any Output before acting on it, and for every change you make to your website, content, or marketing based on it. If you act on a recommendation and your search performance declines, that outcome is a risk you accept by using the Service, and it is not a breach of these Terms or a basis for a claim against us.

6. Accounts, Workspaces, and Authorized Users

6.1 Account. You must provide accurate account information and keep it current. You are responsible for keeping your login credentials confidential and for all activity under your account.

6.2 Workspaces. The Service is organized into workspaces ("Workspaces"). A Workspace is intended to hold the Connected Properties of a single business. Your subscription tier determines how many Workspaces and Connected Properties you may use.

6.3 Authorized Users. You may invite individuals to use your Workspace ("Authorized Users"). Each Authorized User must be your employee or contractor, or otherwise act on your behalf. You are responsible for your Authorized Users' compliance with these Terms and for any act or omission of an Authorized User as if it were your own. You must remove an Authorized User's access when they stop acting for you.

6.4 Personal information of Authorized Users. When you invite an Authorized User, you confirm that you are permitted to give us their name and email address and that you have told them how we use it, as described in our Privacy Policy.

7. Connected Properties

7.1 What you connect. The Service works by accessing Google Search Console properties through Google's API ("Connected Properties"). You choose which properties to connect and you may disconnect a property at any time in the Service or through your Google account.

7.2 Your authorization. For each Connected Property, you represent and warrant that either (a) you own the website or domain, or (b) the owner has authorized you to access its Search Console data and to share that data with the Service for the purposes described in these Terms.

7.3 When authorization ends. If you stop being authorized to access a Connected Property, you must disconnect it promptly. If the owner of a property tells us that you are not authorized, we may disconnect it and delete its data without liability to you.

7.4 Scope of access. We access Connected Properties using read-only permissions. We do not modify your Search Console settings or your website.

7.5 Google's terms. Your use of Google Search Console is subject to Google's own terms. Our use of data obtained through Google's API is governed by our Privacy Policy and by the Google API Services User Data Policy.

8. Third-party services and data

8.1 Dependencies. The Service depends on services we do not control, including Google's Search Console API, third-party search-data providers, AI model providers, hosting providers, and payment processors ("Third-Party Services"). The current list is published at depthfinder.ai/subprocessors.

8.2 No liability for Third-Party Services. We are not responsible if a Third-Party Service becomes unavailable, changes what it provides, changes its pricing or terms, restricts our access, or ends its relationship with us, and any of those events reduces or ends the Service's functionality.

8.3 Our right to exit. If a change to a Third-Party Service makes it impractical or uneconomic for us to continue providing the Service or a material part of it, we may modify or discontinue the affected functionality, or terminate these Terms, on 30 days' notice (or less if the change is imposed on us with less notice). If we terminate under this §8.3, we will refund any prepaid fees for the unused portion of your subscription term. That refund is your only remedy for a termination under this §8.3.

9. Subscriptions, fees, and payment

9.1 Plans and term. The Service is sold as a subscription. Plans, pricing, and what each plan includes are described at checkout or on our pricing page. Subscriptions are billed monthly or annually as you select, in advance, beginning on the date you subscribe (the "Subscription Term").

9.2 Automatic renewal. Your subscription renews automatically at the end of each Subscription Term for a further term of the same length, at the then-current price for your plan, unless you cancel before the renewal date under §16.2. For annual subscriptions we will email you a reminder at least 30 days before renewal.

9.3 Payment. You authorize Tangent49 Inc. to charge your payment method on file for all fees when due, including renewals. Payments are processed by Stripe, Inc. We do not store your full card details. You must keep a valid payment method on file.

9.4 Failed payment. If a payment fails, we will notify you and retry. If payment is not received within 14 days of the due date, we may suspend your access. If it is not received within 30 days, we may terminate your subscription, and §16.4 applies. Fees continue to accrue during a suspension.

9.5 Price changes. We may change our prices. We will give you at least 30 days' notice by email before a price change applies to you. Price changes take effect at the start of your next Subscription Term after the notice period ends. If you do not want to pay the new price, cancel before that renewal. Prices for a prepaid Subscription Term do not change during that term.

9.6 Promotional pricing. Any discount, promotional price, or coupon applies only for the period and on the conditions stated when it was offered. When a promotion ends, the then-current list price applies from your next renewal. A promotion does not create a right to renew at the promotional price.

9.7 Taxes. Fees do not include taxes. You are responsible for any GST/HST, provincial sales tax, US state or local sales tax, VAT, or similar tax that applies to your purchase, which we will calculate and collect where we are required to. If you are required to withhold any tax from a payment to us, you must increase the payment so that we receive the amount we invoiced. If you claim a tax exemption, you must give us valid documentation.

9.8 Invoiced plans. Some plans are sold under an order form signed or accepted by both of us (an "Order Form"). An Order Form may set different pricing, payment terms, term length, and renewal terms, and those provisions control over this §9 to the extent they conflict. Invoiced fees are due 30 days from the invoice date unless the Order Form says otherwise. Everything else in these Terms applies to Order Form customers.

9.9 Currency. Fees are stated and charged in the currency shown at checkout or in your Order Form. You bear any currency-conversion or bank fees your bank charges.

10. Cancellation and refunds

10.1 Cancelling. You may cancel your subscription at any time by emailing support@depthfinder.ai, or in your account settings where that control is available. Cancellation takes effect at the end of your current Subscription Term. You keep access until then. Cancelling does not entitle you to a refund except as stated in §10.2.

10.2 Refunds. Fees are non-refundable, except:

(a) Annual plans – first purchase only. If you purchase an annual subscription for the first time, you may request a full refund within 7 days of that first purchase by emailing billing@depthfinder.ai. This is available once per Customer and does not apply to renewals, upgrades, or monthly plans.

(b) Our termination. Where these Terms say we will refund prepaid fees (§4.3, §8.3, §16.3), we will do so on a pro-rated basis for the unused portion of your Subscription Term.

(c) Discretionary. We may, but are not required to, offer a refund or credit in other circumstances. Doing so once does not oblige us to do so again.

Refunds are made to the original payment method within 30 days.

11. Data and intellectual property

11.1 Your data. As between you and us, you own all data you provide to the Service and all data we retrieve from your Connected Properties on your behalf, including Search Console query, impression, click, and position data ("Customer Data"). You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, and display Customer Data as needed to provide, maintain, secure, and support the Service and as otherwise permitted by these Terms and our Privacy Policy.

11.2 Your responsibility for Customer Data. You are responsible for Customer Data and for having the rights needed to provide it to us. You must not provide Customer Data that you are not permitted to share or that would cause us to breach any law.

11.3 Aggregated and de-identified data. We may create and use data that is derived from Customer Data and Service usage but that has been aggregated across Customers and de-identified so that it does not identify you, your Authorized Users, any Connected Property, or any individual ("Aggregated Data"). We use Aggregated Data to operate, benchmark, and improve the Service and to publish general industry insights. Aggregated Data is not Customer Data, and we own it. We will not attempt to re-identify Aggregated Data, and we will not sell Customer Data or Aggregated Data that could be linked back to you.

11.4 No model training on your data. We do not use Customer Data, including Search Console data, to train or fine-tune artificial-intelligence or machine-learning models, and the commercial terms under which we use our AI providers prohibit them from doing so. This does not prevent us from using Aggregated Data as described in §11.3, including to calibrate the Service's scoring and classification methods.

11.5 Our intellectual property. We and our licensors own the Service, including its software, models, prompts, scoring methods, classifiers, interface, and documentation, and all improvements to them. Except for the rights expressly granted in these Terms, we grant you no rights in the Service. The Service and its underlying methods are our confidential information.

11.6 Output. As between you and us, you may use Output for your own business purposes. Output is generated from Customer Data and from our methods; you do not acquire any rights in those methods by receiving Output. Similar Output may be produced for other Customers with similar data.

11.7 Feedback. If you give us suggestions, ideas, or other feedback about the Service, we may use it without restriction or payment, and you grant us a perpetual, irrevocable, worldwide licence to do so.

12. Acceptable use

You must not, and must not allow anyone else to:

(a) copy, modify, translate, or create derivative works of the Service; (b) reverse engineer, decompile, or otherwise try to discover the source code, models, prompts, or methods of the Service, except to the extent a law expressly permits it despite this restriction; (c) scrape, crawl, or extract data from the Service by automated means, or access the Service by any means other than the interface we provide; (d) resell, sublicense, rent, or provide the Service to third parties as a service bureau or otherwise, except as your plan expressly allows; (e) use the Service or Output to build or train a product or service that competes with DepthFinder; (f) use the Service to violate any law, infringe anyone's rights, or send spam; (g) interfere with the Service, probe or test its security without our written permission, or circumvent any usage limit; or (h) connect a property you are not authorized to connect (see §7).

13. Warranties and disclaimers

13.1 Mutual. Each of us represents that we have the authority to enter into these Terms.

13.2 Our disclaimer. The Service and all Output are provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all warranties, conditions, and representations, express, implied, or statutory, including any implied warranty or condition of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, or non-interruption. We do not warrant that the Service will be error-free or available at any particular time, that Output will be accurate or reliable, or that any Third-Party Service will remain available.

13.3 No uptime commitment. We work to keep the Service available, but we do not offer a service-level agreement or any uptime commitment at this time. We may take the Service offline for maintenance.

13.4 Data accuracy. Search Console data and third-party search data are supplied by their providers. We do not verify them and are not responsible for errors in them.

14. Limitation of liability

14.1 Cap. To the fullest extent permitted by law, the total liability of Tangent49 Inc. and its directors, officers, employees, contractors, and suppliers to you for all claims arising out of or relating to these Terms or the Service, whether in contract, tort (including negligence), statute, or otherwise, will not exceed the total fees you paid to us under these Terms in the 12 months immediately before the event giving rise to the claim.

14.2 Excluded damages. To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or anticipated savings, or for any loss of search rankings, impressions, clicks, or web traffic, however caused and even if advised of the possibility of such loss.

14.3 Exceptions. §14.1 and §14.2 do not limit liability for (a) your payment obligations, (b) your indemnity obligations under §15, (c) a party's breach of §17 (Confidentiality), (d) your breach of §12 or §11.5, or (e) fraud, wilful misconduct, or any liability that cannot be limited by law.

14.4 Basis of the bargain. You agree that the fees reflect the allocation of risk in this §14 and that we would not offer the Service at these fees without it.

15. Indemnity

15.1 By you. You will defend, indemnify, and hold harmless Tangent49 Inc. and its directors, officers, employees, and contractors from any third-party claim, and the resulting damages, costs, and reasonable legal fees, arising from (a) your connection of a property you were not authorized to connect, (b) Customer Data you provided in breach of §11.2, (c) your or your Authorized Users' breach of §12, or (d) your use of Output.

15.2 By us. We will defend and indemnify you against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes a Canadian or US patent, copyright, or trademark. This does not apply to claims arising from Customer Data, Third-Party Services, or your combination of the Service with things we did not supply. If such a claim is made or we think one is likely, we may modify the Service, obtain a licence, or terminate the affected functionality and refund prepaid fees for the unused term. This §15.2 is your only remedy for infringement claims.

15.3 Process. The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defence and settlement (though no settlement may impose obligations on the indemnified party without its consent), and give reasonable cooperation.

16. Term, termination, and what happens to your data

16.1 Term. These Terms start when you accept them and continue until your subscription ends and your account is closed.

16.2 Termination by you. You may cancel your subscription under §10.1 and may close your account at any time by emailing support@depthfinder.ai, or in your account settings where that control is available.

16.3 Termination by us. We may terminate these Terms (a) on 30 days' notice for any reason, in which case we will refund prepaid fees for the unused term; (b) immediately if you materially breach these Terms and do not cure within 10 days of notice (or immediately if the breach cannot be cured); (c) immediately under §3.3 or §9.4; or (d) under §8.3.

16.4 Effect of termination. When your subscription ends, your access to the Service ends. We keep Customer Data for 60 days after the end of your subscription so that you can export it, then permanently delete it. During those 60 days you may request an export of the data you provided and the processed data in your Workspace, in a structured, commonly used, machine-readable format, and we will provide it within 30 days of your request. The export does not include raw responses from third-party APIs or internal model artifacts; those are internal working data, retained and deleted on the schedules described in the Privacy Policy. If you ask us to delete your account and data sooner, we will do so within 30 days of verifying the request. Residual copies in routine backups are overwritten on our hosting provider's backup rotation cycle after deletion. We may keep Aggregated Data, billing records, a record that the deletion occurred, and any data we must keep by law.

16.5 Suspension. We may suspend your or an Authorized User's access without terminating these Terms if (a) payment is overdue under §9.4, (b) we reasonably believe your use breaches §12 or threatens the security or integrity of the Service, or (c) a Third-Party Service or law requires it. We will tell you why and restore access when the cause is resolved.

16.6 Survival. Sections that by their nature should survive termination do, including §5, §11, §13, §14, §15, §16.4, §17, §18, and §19.

17. Confidentiality

17.1 Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Data is your Confidential Information. The Service, its methods, and our pricing offered under an Order Form are our Confidential Information.

17.2 The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its employees, contractors, and advisors who need to know it and are bound by comparable obligations, or as required by law (with notice to the other party where lawful).

17.3 These obligations do not apply to information that is or becomes public without breach, was already known to the receiving party, was independently developed, or was rightfully received from a third party.

18. Governing law and disputes

18.1 Governing law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Courts. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the courts of the Province of Ontario sitting in Toronto, and each party submits to their jurisdiction. We may seek injunctive relief in any court to protect our intellectual property or Confidential Information.

18.3 No class proceedings. To the fullest extent permitted by law, each party agrees to bring any claim only in its own capacity and not as a plaintiff or class member in any class, collective, or representative proceeding.

18.4 Talk first. Before starting a proceeding, a party must give the other written notice of the dispute and the parties must try in good faith to resolve it for 30 days. This does not apply to claims for injunctive relief or for non-payment.

18.5 Time limit. To the extent permitted by law, any claim against us must be started within one year after the claim arose.

19. General

19.1 Changes to these Terms. We may update these Terms. For material changes we will give you at least 30 days' notice by email or in the Service before they take effect. If you do not agree to a material change, you may cancel before it takes effect and we will refund any prepaid fees for the unused term. Continuing to use the Service after the effective date means you accept the updated Terms. Changes do not apply retroactively.

19.2 Notices. We will send notices to the email address on your account. You may send notices to us at legal@depthfinder.ai or Tangent49 Inc. o/a DepthFinder, 23 Alhambra Ave, Toronto, Ontario M6R 2S4, Canada. Notices by email are effective when sent.

19.3 Assignment. You may not assign these Terms without our written consent, not to be unreasonably withheld. We may assign these Terms, in whole or in part, without your consent to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of the assets or business to which these Terms relate, including a sale of the DepthFinder business. We will notify you of any such assignment. These Terms bind and benefit permitted successors and assigns.

19.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of Third-Party Services, internet failures, labour disputes, government action, and natural disasters. This does not excuse payment obligations.

19.5 Entire agreement. These Terms, the Privacy Policy, any Order Form, and any document expressly incorporated by reference are the entire agreement between us about the Service and replace all prior discussions and agreements. If an Order Form conflicts with these Terms, the Order Form controls for that conflict.

19.6 Severability; waiver. If any provision is unenforceable, it will be modified to the minimum extent needed to make it enforceable, and the rest of the Terms remain in effect. A failure to enforce a provision is not a waiver of it.

19.7 No third-party beneficiaries. These Terms benefit only the parties and their permitted successors and assigns. No other person, including an Authorized User or the owner of a Connected Property, has any right under them.

19.8 Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.

19.9 Export and sanctions. You represent that you are not located in, and are not owned or controlled by a person in, a country or on a list subject to Canadian or US sanctions that would prohibit us from providing the Service to you.

19.10 Language. The parties have required that these Terms and all related documents be drawn up in English. Les parties ont exigé que la présente entente et tous les documents connexes soient rédigés en anglais.

19.11 Contact. Questions about these Terms: legal@depthfinder.ai.

Tangent49 Inc., carrying on business as DepthFinder · 23 Alhambra Ave, Toronto, Ontario M6R 2S4, Canada · legal@depthfinder.ai