Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and Shea Sanche, carrying on business as Client Chemistry ("Client Chemistry," "we," "our," or "us"), a sole proprietorship based in British Columbia, Canada. They govern your access to and use of Client Chemistry, including our website, application, and related services (together, the "Service"). By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you do not agree, do not use the Service. If you use the Service on behalf of a firm or other organization, you represent that you are authorized to bind that organization, and "you" means that organization.

The Service is intended for use by financial advisors and other professionals in the course of their business. It is not a consumer product and is not intended for personal, family, or household use.

1. Description of Service

Client Chemistry is a communication intelligence platform built for financial advisors and the clients they serve. It enables an advisor to assess their own communication style, invite clients to complete a communication style assessment, and receive AI-generated Chemistry Reports that identify differences between the two styles and provide guidance for working together more effectively. Client Chemistry is a communication tool. It is not a financial planning, portfolio management, or advice-giving product, and it does not connect to any custodian, CRM, or financial account. Client Chemistry also offers an optional, read-only AI connection: you may generate a key that lets your own AI assistant read your client playbooks. It never exposes a client's raw assessment answers and never ingests data from your AI, CRM, or inbox. If you enable it, you are choosing to share that playbook data with your AI provider, who processes it under your own agreement with them.

2. Eligibility

• You must be at least the age of majority in your jurisdiction (19 in British Columbia) to create an account
• You must use the Service only for lawful, professional purposes and in compliance with all laws, regulations, and professional or regulatory obligations that apply to you
• You are responsible for determining whether your use of the Service is permitted under the rules of any securities regulator, self-regulatory organization, insurance regulator, or professional body to which you are subject

3. Accounts

• You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account
• You must provide accurate information and keep it current
• You must notify us immediately at info@clientchemistry.com if you suspect unauthorized access to your account
• One account per user. Sharing a single login between multiple people is not permitted. Team members must use their own accounts

4. Free Trial, Subscriptions, Billing, and Refunds

• Private beta: while Client Chemistry is in private beta, invited accounts receive free access with no payment method required. Beta access may be modified or ended when the Service launches publicly; your data is preserved
• Free trial: at public launch, new accounts will receive a 7-day free trial that includes up to 3 client reports. A valid payment method is required to start the trial. Unless you cancel before the trial ends, your paid subscription begins automatically and your payment method is charged for the first billing period
• Auto-renewal: subscriptions renew automatically at the then-current price for successive billing periods (monthly or annually, as selected) until you cancel. By subscribing, you authorize us and our payment processor to charge your payment method on each renewal. For annual plans, any promotional offer (such as a free month) applies only to the first term, and the plan renews at the standard annual price thereafter
• Cancellation: you may cancel at any time, effective at the end of your current billing period. Access continues through that period
• Refunds: except where required by law that cannot be waived, all charges are non-refundable and we do not provide refunds or credits for partial billing periods, unused time, or reports not generated
• Price changes: we may change prices or introduce new fees. We will give notice before a change takes effect, and the new price applies to your next renewal. Continuing to use the Service after a price change takes effect is your acceptance of it
• Taxes: stated prices are in US dollars unless otherwise indicated and are exclusive of taxes. You are responsible for any applicable taxes other than taxes on our net income
• Payment processing: payments are processed by Stripe. We do not store your full card number. Your use of payment features is also subject to Stripe's terms
• If you cancel or your subscription lapses, your reports and data are retained but access is suspended. Resubscribing restores access
• Fair use of "unlimited" plans: where a plan is described as including "unlimited" clients, "unlimited" means you may serve your genuine professional book of clients without a fixed per-seat cap. It does not permit automated, bulk, resold, or artificially inflated use. Because AI-generated features carry real processing costs, we may apply reasonable rate limits and monthly fair-use thresholds to generation actions, and we may throttle, suspend, or ask you to upgrade if your usage materially exceeds ordinary professional patterns or indicates automated or abusive activity

5. For Informational Purposes Only

6. No Advisory or Fiduciary Relationship; Your Professional Responsibility

• Client Chemistry is a software tool. We are not a financial adviser, investment adviser, dealer, broker, insurance agent, lawyer, or fiduciary, and we do not enter into any advisory, fiduciary, or agency relationship with you or with your clients
• We are not a party to the relationship between you and your clients. Your clients are not our clients. We owe no professional or fiduciary duty to your clients, and this Service does not create one
• You are solely responsible for the advice, recommendations, and services you provide to your clients, for your communications with them, and for compliance with all laws and regulatory and professional obligations that apply to you, including suitability, know-your-client, record-keeping, marketing, privacy, and anti-spam rules
• You are solely responsible for any decision you make or action you take based on a Chemistry Report or any other output of the Service

7. AI-Generated Content

Chemistry Reports and other outputs are generated using artificial intelligence (including Anthropic's Claude). While we design our prompts and scoring models carefully, AI-generated content may be incomplete, inaccurate, out of date, or not applicable to a specific situation, and different runs may produce different results. You should treat AI-generated content as one input among many, not as a complete or definitive characterization of any person. We make no warranty as to the accuracy, reliability, or fitness of AI-generated content for any particular purpose.

8. The AI Connection (Your Own AI)

• The AI connection is optional and off until you generate a key and enable it. It is outbound and read-only: your AI can read the finished report, archetype, and dimension scores for your firm's clients, and it can never write to or change anything in the Service
• When you connect an AI, you direct us to make that playbook data available to the AI service you choose. That service acts as your processor under your own agreement with it. We are not responsible for that service, its handling of the data, its outputs, or its availability, and your use of it is governed by your agreement with that provider, not by us
• You are responsible for keeping your keys confidential, for the AI tools you connect, and for revoking a key if it is lost or no longer needed. Access is logged and any key can be revoked at any time from your settings

9. Your Responsibility for Participant Data

• As between you and us, you are the controller of your clients' personal information and we are your processor. Our handling of that information is described in our Privacy Policy and Data Processing Agreement
• You are responsible for ensuring your clients or contacts understand and consent to participating in the assessment before you send them an invite link, and for having any legal basis required to provide their personal information to us
• You may only invite real individuals with whom you have a legitimate professional relationship. You may not use the Service to collect data from individuals without their knowledge or consent
• Participant data collected through the Service is used solely to provide the Service to your account and is not shared with other users or organizations
• Meeting content: the Service does not collect the content of your client meetings. We do not record, transcribe, or join meetings, and there is no facility to upload notes or transcripts. If you log a meeting, only the date and meeting type are stored

10. Acceptable Use

You agree not to:

• Use the Service for any unlawful, deceptive, or harmful purpose, or in violation of any regulatory or professional obligation
• Attempt to gain unauthorized access to any part of the Service, other accounts, or its systems
• Reverse engineer, decompile, or disassemble the Service, or attempt to derive source code, except to the extent this restriction is prohibited by law
• Use automated tools to scrape, harvest, or extract data from the Service, or exceed rate limits
• Resell, sublicense, or provide the Service to third parties as a service bureau
• Impersonate another person or entity, or misrepresent your affiliation
• Upload or transmit viruses, malware, or malicious code, or interfere with the integrity or performance of the Service
• Use the Service to build a competing product or to train a competing model

11. Intellectual Property; Your Data; Feedback

• The Service, including its design, code, scoring methodology, archetype framework, and all content we create, is owned by Client Chemistry and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription, subject to these Terms
• You retain ownership of the data you and your clients input ("Your Data"). You grant us a limited license to host, process, and use Your Data solely to provide, secure, and support the Service as described in these Terms, our Privacy Policy, and our Data Processing Agreement
• If you send us feedback or suggestions, you grant us a perpetual, royalty-free right to use them without obligation to you

12. Third-Party Services

The Service relies on third-party providers, including Supabase, Vercel, Anthropic, and Stripe, and may link to or interoperate with other services you choose (such as an AI assistant you connect). Those services are governed by their own terms and privacy policies. We are not responsible for third-party services, their availability, or their acts or omissions.

13. Disclaimer of Warranties

14. Limitation of Liability

15. Indemnification

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless Client Chemistry and its owner, personnel, and contractors from and against any claims, demands, actions, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Service; (b) Your Data and any personal information you provide to us, including your failure to obtain any required consent or legal basis from your clients or contacts; (c) your breach of these Terms or of any law or regulatory or professional obligation; (d) the advice, recommendations, or services you provide to your clients, and your communications and relationships with them; (e) any AI tool or other third-party service you connect to or use with the Service; and (f) any claim brought by one of your clients or contacts relating to the Service or to your use of it. We may, at our option, assume the exclusive defense and control of any matter subject to indemnification, and you will cooperate with us.

16. Dispute Resolution; Arbitration; Class-Action Waiver

Please read this section carefully. It affects how disputes between you and us are resolved and requires most disputes to be resolved by binding arbitration on an individual basis.

• Informal resolution first: before starting an arbitration, you agree to contact us at info@clientchemistry.com and try in good faith to resolve the dispute for at least 30 days
• Binding arbitration: any dispute, controversy, or claim arising out of or relating to these Terms or the Service that is not resolved informally will be finally resolved by confidential, binding arbitration administered by the Vancouver International Arbitration Centre (VanIAC) under its applicable rules, before a single arbitrator, seated in Vancouver, British Columbia, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction
• Class-action waiver: to the fullest extent permitted by law, disputes will be resolved only on an individual basis. You and we waive any right to participate in a class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate more than one person's claims or preside over any form of representative proceeding
• Carve-outs: either party may bring an individual claim in a small-claims court with jurisdiction, and either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information
• 30-day opt-out: you may opt out of this arbitration and class-action-waiver section by emailing info@clientchemistry.com within 30 days of first accepting these Terms, stating your name and that you opt out of arbitration. Opting out does not affect any other part of these Terms
• If any part of this section is found unenforceable for a particular claim, that claim will be severed and may proceed in the courts identified in the Governing Law section, while the rest of this section remains in effect

17. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. Subject to the arbitration section above, the courts located in Vancouver, British Columbia have exclusive jurisdiction, and you consent to their jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If you use the Service from the United States or elsewhere, you are responsible for compliance with local law, and any mandatory consumer-protection or other rights under the law of your jurisdiction that cannot be waived by contract continue to apply to the extent required.

18. Term and Termination

• These Terms apply while you use the Service. You may stop using the Service and cancel at any time
• We may suspend or terminate your access at any time if you violate these Terms, if we reasonably believe your use creates risk or legal exposure, if required by law, or if we discontinue the Service
• On termination, your right to use the Service ends. Data handling after termination is described in our Privacy Policy and Data Processing Agreement
• Sections that by their nature should survive termination will survive, including ownership, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law

19. Force Majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, outages or failures of third-party providers or the internet, labor disputes, changes in law, or government action.

20. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email or by posting a notice in the application before the changes take effect. Continued use of the Service after that date is your acceptance of the updated Terms. If you do not agree, stop using the Service.

21. General

• Entire agreement: these Terms, together with our Privacy Policy and Data Processing Agreement, are the entire agreement between you and us about the Service and supersede any prior agreements
• Severability: if any provision is found unenforceable, it will be limited or removed to the minimum extent necessary and the rest remains in effect
• No waiver: our failure to enforce a provision is not a waiver of it
• Assignment: you may not assign these Terms without our consent. We may assign them, including to a successor or in connection with a merger, acquisition, or sale of assets (for example, if the business is incorporated or sold)
• Notices: we may give notice to you by email or in-app. You may give notice to us at info@clientchemistry.com or at Kelowna, British Columbia, Canada
• Relationship: you and we are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship
• Headings are for convenience only and do not affect interpretation

22. Contact

For questions about these Terms, contact us at: