Terms of Service

Effective Date: August 20, 2026 Last Updated: August 20, 2026

These Terms of Service ("Terms") govern access to and use of Invictus CRM, including the website, software, applications, features, integrations, and related services (collectively, the "Platform").

The Platform is operated by Team Invictus Services Inc. ("Invictus", "we", "us", or "our).

By creating an account, starting a trial, subscribing to the Platform, or otherwise accessing or using the Platform, you ("Subscriber", "you", or "your") agree to these Terms.

If you are using the Platform on behalf of an insurance agency, MGA, brokerage, corporation, partnership, or other organization (the "Agency"), you represent that you have authority to bind that organization to these Terms.

1. DEFINITIONS

For purposes of these Terms:

1.1 "Agency"

Means the insurance agency, MGA, brokerage, business, or other organization that establishes a Platform account.

1.2 "Agency Administrator"

Means an individual authorized by the Agency to administer its Platform account, including managing users, permissions, subscriptions, and Agency Data.

1.3 "Advisor"

Means an insurance advisor, agent, employee, contractor, representative, or other authorized individual using the Platform under an Agency account.

1.4 "Agency Data"

Means information, records, documents, notes, files, client information, lead information, policy information, signatures, and other content submitted, uploaded, entered, or otherwise provided to the Platform by or on behalf of an Agency or its authorized users.

1.5 "Account Data"

Means information necessary to establish and administer an account, including names, email addresses, account credentials, Agency information, subscription information, and related administrative information.

1.6 "Subscription"

Means the paid or trial subscription under which an Agency is authorized to use the Platform.

1.7 "Subscriber"

Means the Agency or other entity that enters into these Terms.

1.8 "User"

Means an individual authorized by a Subscriber to access the Platform.

2. ACCEPTANCE OF THESE TERMS

By creating an account or using the Platform, you agree to these Terms.

If you do not agree to these Terms, you must not access or use the Platform.

If you are accepting these Terms on behalf of an Agency, you represent and warrant that you have authority to do so.

3. ELIGIBILITY AND AUTHORIZED USE

3.1 Business use

The Platform is intended primarily for use by insurance agencies, MGAs, advisors, brokers, and related businesses.

3.2 Authorized users

An Agency may permit its authorized Advisors and other personnel to use the Platform subject to these Terms.

3.3 Account responsibility

The Agency is responsible for:

• selecting authorized Users
• maintaining appropriate user permissions
• removing Users who are no longer authorized
• protecting account credentials
• ensuring that Users comply with these Terms

3.4 No account sharing

Users must not share login credentials with other individuals.

Each individual should use their own account where individual user accounts are provided.

4. AGENCY DATA AND DATA OWNERSHIP

4.1 Agency ownership

As between Invictus and the Agency, the Agency retains its rights and interests in Agency Data.

Invictus does not acquire ownership of Agency Data merely because the Agency stores or processes that information through the Platform.

4.2 Limited license to operate the Platform

The Agency grants Invictus a limited, non-exclusive, worldwide license to host, store, reproduce, transmit, process, display, and otherwise use Agency Data solely as reasonably necessary to:

• provide the Platform
• maintain and secure the Platform
• provide customer support
• perform backups
• prevent fraud and abuse
• troubleshoot technical issues
• comply with applicable law
• otherwise perform our obligations under these Terms

This license does not transfer ownership of Agency Data to Invictus.

4.3 No sale of Agency Data

Invictus does not sell Agency Data.

Invictus does not rent Agency Data or use Agency Data for third-party advertising or marketing unrelated to providing the Platform.

4.4 No intentional cross-Agency access

Invictus is designed to logically separate Agency Data between customer accounts.

Invictus does not intentionally permit one Agency to access another Agency's Agency Data.

An Agency may not attempt to access another Agency's information or circumvent the Platform's access controls.

4.5 Aggregated and de-identified information

Invictus may generate and use aggregated or de-identified information concerning Platform usage, provided that such information is processed in a manner designed not to reasonably identify a particular Agency, User, or individual.

Such information may be used for:

• analytics
• service improvement
• security
• performance monitoring
• product development
• business planning

5. CONFIDENTIALITY

5.1 Confidential information

Each party may receive confidential information belonging to the other party.

Confidential information includes non-public business, technical, financial, security, customer, and operational information.

5.2 Protection

Each party agrees to use reasonable measures to protect the other party's confidential information and not disclose it except as permitted by these Terms or required by law.

5.3 Exceptions

Confidential information does not include information that:

• is publicly available through no breach of these Terms
• was already lawfully known
• is independently developed without use of confidential information
• is lawfully received from another source without confidentiality restrictions

6. PRIVACY

Invictus processes personal information in accordance with its Privacy Policy, which forms part of the contractual framework governing the Platform.

The Privacy Policy explains:

• information collected by Invictus
• purposes for collection
• use and disclosure
• service providers
• security practices
• retention
• access and correction
• deletion
• privacy complaints
• other applicable privacy matters

Where applicable, the parties may also enter into a separate Data Processing Agreement ("DPA") governing Agency Data processed through the Platform.

7. AGENCY RESPONSIBILITIES

7.1 Legal compliance

The Agency is responsible for determining and complying with laws and regulations applicable to its own business and use of the Platform.

This may include:

• privacy legislation
• insurance licensing requirements
• professional standards
• regulatory requirements
• record-retention obligations
• electronic-commerce requirements
• electronic-signature requirements
• requirements imposed by an MGA, brokerage, insurer, regulator, or professional organization

7.2 Client relationships

Invictus does not have a direct relationship with the Agency's insurance clients merely because their information is stored in the Platform.

The Agency remains responsible for its relationships with its clients.

7.3 Client consent

The Agency is responsible for obtaining any consent, authorization, notice, or other legal basis required for the collection, use, disclosure, storage, or processing of information that the Agency places into the Platform.

7.4 Accuracy

The Agency is responsible for the accuracy, quality, legality, and completeness of Agency Data.

7.5 Prohibited information

The Agency must not upload information to the Platform where doing so would violate applicable law, contractual obligations, or the rights of another person.

8. ACCOUNT SECURITY

8.1 Credentials

Users must keep their credentials confidential.

8.2 Multi-factor authentication

Where multi-factor authentication ("MFA") is available, Agencies are responsible for determining which Users must enable it and for implementing appropriate security practices.

Invictus may require MFA for certain accounts or administrative functions.

8.3 Security incident

The Agency must promptly notify Invictus if it reasonably believes that:

• an account has been compromised
• credentials have been stolen
• unauthorized access has occurred
• Agency Data may have been accessed without authorization

8.4 Agency security

The Agency is responsible for reasonable security practices on its own devices, networks, browsers, email systems, and User accounts.

9. ADVISOR AND USER PERMISSIONS

9.1 Agency control

The Agency Administrator controls User invitations and permissions within the Agency account.

9.2 User access

Users may access Agency Data only to the extent authorized by the Agency.

9.3 Former Users

The Agency is responsible for promptly disabling or removing Users who are no longer authorized.

9.4 Invictus administration

Invictus personnel may have limited administrative access to Platform infrastructure where reasonably necessary to operate, secure, maintain, troubleshoot, or support the Platform, subject to applicable security and privacy controls.

10. FREE TRIAL

10.1 Trial period

New eligible Agencies may receive a 14-day free trial, unless otherwise stated at signup.

10.2 Trial limitations

Certain features, usage limits, or functionality may be restricted during a trial.

10.3 Cancellation

An Agency may cancel during the trial without being charged for the trial.

10.4 Conversion to paid subscription

Where billing information has been provided and the Agency does not cancel before the trial ends, the subscription may automatically convert to the applicable paid Subscription.

The applicable price and billing frequency will be disclosed before or during signup.

11. SUBSCRIPTIONS AND FEES

11.1 Subscription fees

Paid subscriptions are charged according to the pricing displayed by Invictus at the time of purchase.

11.2 Per-seat pricing

Where the applicable plan uses per-Advisor pricing, fees may automatically adjust based on the number of active Advisor accounts.

11.3 Proration

Additional seats may be prorated for the remainder of the applicable billing period.

The exact billing treatment will be presented through the Platform's billing interface.

11.4 Taxes

Applicable sales, value-added, or similar taxes may be added to subscription charges where required by law.

11.5 Payment processor

Payments may be processed through third-party payment providers, including Stripe.

Invictus generally does not directly store complete payment-card information when payment processing is handled by the applicable payment provider.

12. AUTOMATIC RENEWAL

Unless cancelled before the end of the applicable billing period, a paid Subscription automatically renews for the next billing period.

You authorize the applicable payment processor to charge the payment method associated with your account.

13. PRICE CHANGES

Invictus may change subscription pricing.

Where required by applicable law or where otherwise stated in your Subscription, Invictus will provide reasonable advance notice of material price increases.

Unless otherwise stated, a price change will apply beginning with the next applicable renewal period.

14. CANCELLATION

14.1 Customer cancellation

An Agency may cancel its Subscription through the applicable Platform billing controls or by contacting Invictus.

14.2 Effective date

Unless otherwise required by law, cancellation becomes effective at the end of the current paid billing period.

14.3 No automatic refund

Except where required by law or expressly stated by Invictus, cancellation does not create a right to a refund for unused time in a billing period.

15. FAILED PAYMENTS

If payment cannot be successfully processed, Invictus may:

• notify the Agency
• retry the payment
• restrict certain functionality
• suspend access
• terminate the Subscription

Invictus will provide reasonable opportunity to resolve payment issues where appropriate.

16. ACCEPTABLE USE

You agree not to:

• use the Platform for unlawful purposes
• attempt to access another Agency's account or information
• circumvent authentication or security controls
• probe, scan, or test the Platform for vulnerabilities without authorization
• interfere with Platform operations
• introduce malware, viruses, or malicious code
• use the Platform to attack another system
• reverse engineer the Platform except where prohibited by applicable law
• copy or reproduce the Platform except as expressly permitted
• resell the Platform without authorization
• use automated means to abuse Platform resources
• upload information you do not have the right to use
• use the Platform to violate privacy or data-protection laws
• impersonate another person or organization
• attempt to obtain unauthorized access to Platform infrastructure

17. ELECTRONIC SIGNATURES

The Platform may provide electronic-signature functionality.

Invictus provides technical functionality for collecting, storing, and managing electronic signatures.

The Agency remains responsible for determining:

• whether an electronic signature is legally appropriate
• whether required consent or notice has been obtained
• whether a particular document can legally be signed electronically
• whether additional authentication, identity verification, witnessing, or recordkeeping requirements apply

Invictus does not provide legal advice concerning the enforceability of a particular electronic signature or transaction.

18. THIRD-PARTY SERVICES

The Platform may depend on third-party services and infrastructure providers, including cloud hosting, database, authentication, payment, email, analytics, security, and other service providers.

Examples may include:

• Google Firebase
• Stripe
• Resend

Third-party services may have their own terms and privacy policies.

Invictus remains responsible for selecting and managing its service providers in accordance with its applicable contractual and privacy obligations, but cannot guarantee the uninterrupted operation of third-party infrastructure.

19. PLATFORM SECURITY

Invictus implements administrative, technical, and organizational measures designed to protect the Platform and Agency Data.

Depending on the applicable service architecture, these measures may include:

• encryption in transit
• encryption at rest where supported
• access controls
• authentication controls
• MFA
• logging
• monitoring
• backup procedures
• vulnerability management
• logical separation of customer environments/data

No internet-based service can be guaranteed to be completely secure.

Accordingly, Invictus does not represent or warrant that the Platform will be immune from every security vulnerability, cyberattack, unauthorized access, or data breach.

20. SECURITY INCIDENTS AND BREACHES

If Invictus determines that a security incident has affected Agency Data in a manner requiring notification under applicable law or contractual obligations, Invictus will provide notice in accordance with applicable legal requirements and the applicable DPA, where one is in effect.

The notice may include, to the extent reasonably available:

• the nature of the incident
• categories of information affected
• known or reasonably suspected consequences
• measures taken to contain the incident
• measures being taken to prevent recurrence

The Agency remains responsible for determining whether and how it must notify its own clients, regulators, insurers, MGAs, or other parties based on its own legal and contractual obligations.

21. BACKUPS

Invictus may maintain backups of Platform data for operational, security, disaster-recovery, and business-continuity purposes.

Backups may persist for a limited period after Agency Data is deleted from active production systems.

The Agency should not treat Invictus as its sole archival or regulatory recordkeeping system unless expressly agreed in writing.

22. DATA EXPORT

Following cancellation or termination, an Agency may request an export of its Agency Data, subject to reasonable technical limitations and applicable contractual terms.

Unless otherwise agreed, export requests should be made within 30 days following termination or cancellation.

Invictus may provide exports in formats reasonably supported by the Platform.

23. DATA DELETION

Following termination or expiration of the applicable retention period, Invictus may delete Agency Data from active production systems.

Deletion may be subject to:

• legal retention requirements
• regulatory requirements
• legitimate security records
• billing records
• backup-retention cycles
• other legally permissible retention requirements

The Agency remains responsible for maintaining copies of records that it is legally required to retain.

24. INTELLECTUAL PROPERTY

24.1 Invictus ownership

Invictus and its licensors retain all rights, title, and interest in:

• the Platform
• software
• source code
• object code
• interfaces
• designs
• workflows
• documentation
• trademarks
• logos
• visual elements
• technology
• inventions
• improvements
• other intellectual property relating to the Platform

24.2 No transfer

Except for the limited right to use the Platform during an active Subscription, these Terms do not transfer ownership of Invictus intellectual property to the Subscriber.

24.3 Feedback

If you provide suggestions, recommendations, or feedback regarding the Platform, Invictus may use that feedback without compensation, provided that doing so does not disclose your Confidential Information or Agency Data.

25. AVAILABILITY AND SERVICE CHANGES

Invictus will use commercially reasonable efforts to maintain the Platform.

However, the Platform may occasionally be unavailable due to:

• maintenance
• upgrades
• security events
• infrastructure failures
• third-party outages
• telecommunications failures
• force majeure events
• circumstances outside Invictus's reasonable control

Invictus may modify, update, improve, or discontinue features from time to time.

Where reasonably practical, Invictus will provide notice of material changes that materially affect customer use.

26. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

INVICTUS DOES NOT WARRANT THAT:

• THE PLATFORM WILL ALWAYS BE AVAILABLE
• THE PLATFORM WILL BE ERROR-FREE
• ALL DEFECTS WILL BE CORRECTED
• THE PLATFORM WILL MEET EVERY CUSTOMER REQUIREMENT
• THE PLATFORM WILL BE COMPATIBLE WITH EVERY DEVICE OR SYSTEM; OR
• THE PLATFORM WILL BE COMPLETELY SECURE

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded under applicable law.

27. NO INSURANCE, LEGAL, TAX, OR COMPLIANCE ADVICE

Invictus CRM is software.

Invictus does not provide:

• insurance advice
• financial advice
• legal advice
• tax advice
• regulatory advice
• professional compliance advice

The Agency and its Advisors remain responsible for professional decisions and advice provided to their clients.

Invictus does not review or approve insurance recommendations, policy recommendations, client communications, or professional advice entered into or generated through the Platform.

28. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVICTUS AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVICTUS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

(A) THE FEES PAID BY THE AGENCY TO INVICTUS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) CAD $100.

The precise liability cap and its exceptions should be reviewed by your lawyer.

In particular, counsel should determine whether separate treatment is appropriate for:

• confidentiality
• privacy obligations
• security obligations
• indemnification
• intellectual-property infringement
• fraud
• gross negligence
• willful misconduct
• liabilities that cannot legally be limited

29. INDEMNIFICATION

To the maximum extent permitted by law, the Agency agrees to defend, indemnify, and hold harmless Invictus and its directors, officers, employees, and agents from third-party claims arising from:

• the Agency's unlawful use of the Platform
• Agency Data where the claim arises from the Agency's violation of applicable law
• the Agency's violation of these Terms
• professional advice or services provided by the Agency or its Advisors
• unauthorized use of the Platform by the Agency or its Users resulting from the Agency's failure to maintain appropriate account security

The scope and procedure for indemnification should be reviewed by counsel.

30. SUSPENSION

Invictus may temporarily suspend an account where reasonably necessary to:

• protect Platform security
• prevent fraud or abuse
• investigate suspected unauthorized access
• comply with law
• address non-payment
• address a material breach
• protect other customers or the Platform

Where reasonably practical, Invictus will provide notice and an opportunity to resolve the issue.

31. TERMINATION BY INVICTUS

Invictus may terminate an account or Subscription where:

• the Subscriber materially breaches these Terms
• required payment remains unpaid
• the Subscriber engages in unlawful activity
• continued access presents a material security risk
• the Subscriber attempts to compromise the Platform
• required by law
• the Platform is discontinued

Where reasonably practical, Invictus will provide advance notice of termination for breach and an opportunity to cure the breach.

32. EFFECT OF TERMINATION

Upon termination:

• the Agency's right to access the Platform ends
• outstanding payment obligations remain due
• applicable confidentiality obligations survive
• intellectual-property provisions survive
• liability provisions survive
• data export/deletion provisions apply
• any other provisions intended by their nature to survive will continue

33. GOVERNING LAW

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

Any dispute-resolution mechanism or court jurisdiction provision should be finalized with legal counsel based on the Company's actual corporate structure and customer locations.

34. DISPUTE RESOLUTION

Before commencing formal legal proceedings, the parties should make reasonable efforts to resolve disputes through good-faith discussions.

Invictus may establish additional dispute-resolution procedures in a future version of these Terms, subject to applicable law.

35. CHANGES TO THESE TERMS

Invictus may update these Terms from time to time.

For material changes, Invictus will provide reasonable notice through the Platform, email, or another appropriate method.

The updated Terms will identify their effective date.

Where applicable law requires affirmative acceptance of updated terms, Invictus will obtain such acceptance.

36. ASSIGNMENT

The Agency may not transfer or assign its rights or obligations under these Terms without Invictus's prior written consent, except where permitted by applicable law.

Invictus may assign these Terms in connection with:

• a merger
• acquisition
• corporate reorganization
• sale of substantially all assets
• similar corporate transaction

37. SEVERABILITY

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in effect to the maximum extent permitted by law.

38. ENTIRE AGREEMENT

These Terms, together with:

• the Privacy Policy
• applicable DPA
• applicable Subscription terms
• other documents expressly incorporated by reference,

constitute the agreement between the parties concerning use of the Platform.

39. NO WAIVER

Failure to enforce a provision of these Terms does not constitute a waiver of the right to enforce that provision later.

40. CONTACT

Questions concerning these Terms should be directed to:

Team Invictus Services Inc. Invictus CRM

Website: invictuscrm.com

Legal/Terms Contact: support@invictuscrm.com

Privacy Contact: support@invictuscrm.com