Terms of Service

Effective Date: March 10, 2026 · Last Updated: April 14, 2026

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1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the LexFlag website, applications, and related services (collectively, the "Service") operated by Lexonica Inc., a corporation incorporated under the laws of Canada with its registered office in the Province of New Brunswick ("Lexonica," "Company," "we," "us," or "our").

By accessing, registering for, or using the Service in any manner, you confirm that you have read, understood, and agree to be legally bound by these Terms and our Privacy Policy. If you do not agree, you must not use the Service.

If you use the Service on behalf of an organization, you represent and warrant that you have full legal authority to bind that organization to these Terms.

2. Definitions

  • "User" means any individual or entity that accesses or uses the Service.
  • "User Content" means any data, text, documents, entity profiles, screening reports, vendor information, company data, or other materials submitted, uploaded, generated, or stored through the Service.
  • "Third-Party Services" means any services, platforms, APIs, AI providers, data providers, sanctions databases, payment processors, or websites not owned or controlled by Lexonica.

3. Eligibility, Compliance, and Restrictions

Age Requirement

You must be at least 16 years old to use the Service. If you are under the age of majority in your jurisdiction, you may use the Service only with the consent and supervision of a parent or legal guardian.

Legal Compliance

You are solely responsible for ensuring that your access to and use of the Service complies with all applicable laws, regulations, and professional or contractual obligations in your jurisdiction, including but not limited to anti-money laundering (AML), know-your-customer (KYC), sanctions, export control, and data protection laws.

The Service provides tools designed to assist you with screening, risk assessment, and due diligence workflows. However, these tools are supplementary aids and do not replace your independent obligation to maintain compliance programs, conduct independent due diligence, or obtain professional advice as appropriate for your regulatory environment. The availability of compliance-related features within the Service does not constitute a representation or guarantee that your use of the Service will satisfy any particular legal or regulatory requirement.

Sanctions and Export Controls

You represent that you are not located in, ordinarily resident in, or subject to comprehensive economic or trade sanctions administered by Canada, the United States, the European Union, or the United Nations, and that your use of the Service complies with all applicable export control and sanctions laws. Lexonica reserves the right to restrict or terminate access to the Service to comply with applicable laws or regulatory requirements.

4. Account Registration and Security

Certain features require account registration. You agree to provide accurate, current, and complete information and to keep your account details up to date.

You are solely responsible for:

  • Maintaining the confidentiality of your login credentials
  • All activity occurring under your account
  • Promptly notifying Lexonica of any unauthorized access or security breach

Lexonica is not responsible for losses or damages arising from unauthorized account use, except to the extent required by applicable law.

5. Description of the Service

LexFlag is a software platform that provides AI-powered risk assessment, entity screening, vendor due diligence, and compliance analysis tools. The Service screens entities against sanctions databases, adverse media sources, court records, financial databases, company registries, and other data sources to produce risk assessment reports.

Commercially Reasonable Efforts

Lexonica uses commercially reasonable efforts to maintain the quality, availability, and timeliness of the Service and the data sources it relies upon. This includes regularly updating screening databases, monitoring third-party data feeds for availability, and implementing quality controls on automated outputs.

No Guarantee of Accuracy or Completeness

Notwithstanding the above, Lexonica does not guarantee the accuracy, completeness, timeliness, or reliability of screening results, risk assessments, or any information provided through the Service. Screening results are intended as a supplementary resource for your own analysis and decision-making and must not be relied upon as the sole basis for any legal, compliance, business, or financial decision. You should always corroborate Service outputs with independent sources and qualified professional advice.

No Regulatory Compliance Guarantee

The Service does not guarantee regulatory compliance. Users remain solely responsible for their own compliance obligations, due diligence requirements, and risk management decisions. The Service is designed to assist — not replace — your compliance program.

No Reliance

You acknowledge and agree that you do not rely on the Service — or any output, report, score, assessment, or information generated by the Service — as a substitute for your own independent judgment, due diligence, professional advice, or compliance determinations. The Service provides informational outputs only. All decisions, actions, and outcomes arising from or based on your use of the Service are made at your sole risk and responsibility.

6. Automated and AI-Assisted Features

The Service includes features that rely on automated systems, artificial intelligence, and third-party data sources.

You acknowledge and agree that:

  • Lexonica does not train or develop AI models using User Content
  • AI-generated or AI-assisted outputs — including risk scores, screening findings, and entity analyses — are produced by automated systems and may contain errors
  • Automated screening may produce false positives (incorrectly flagging a clean entity) or false negatives (missing actual risk indicators)
  • You are solely responsible for reviewing, verifying, and independently validating all screening results and AI-generated content before making any decisions

Known Limitations of AI and Automated Outputs

Without limiting the generality of the foregoing, you understand that AI and automated outputs are subject to the following inherent limitations:

  • Data freshness — screening databases and third-party data sources are updated periodically, not in real time; results may not reflect the most recent regulatory designations, delistings, or changes
  • Name matching — automated name-matching algorithms may fail to match transliterated names, aliases, common names, or names with non-Latin characters, leading to missed matches or incorrect matches
  • Jurisdictional coverage — data sources vary in geographic and regulatory scope; not all jurisdictions, sanctions regimes, or enforcement databases may be represented
  • Entity disambiguation — the Service may not distinguish between different individuals or entities sharing the same or similar names
  • AI hallucination — AI models may generate plausible-sounding but factually incorrect information, including fabricated connections, incorrect risk explanations, or inaccurate entity details
  • Context limitations — AI-generated risk assessments are based on pattern recognition and available data; they do not incorporate non-public information, context-specific knowledge, or professional judgment

Lexonica assumes no responsibility or liability for decisions, actions, or outcomes resulting from reliance on automated or AI-assisted features. All AI outputs are provided on an "as is" basis and must be independently verified by qualified personnel before any compliance, legal, or business decision is made.

7. No Professional Advice

The Service is provided for informational and analytical purposes only and does not constitute professional advice.

Lexonica does not provide legal, regulatory, compliance, financial, tax, anti-money laundering, sanctions, or risk management advice. Screening results and risk assessments are not legal opinions and should not be treated as such. You are solely responsible for obtaining independent professional advice before making decisions based on information obtained through the Service.

No Fiduciary or Advisory Relationship

Your use of the Service does not create any fiduciary, advisory, agency, partnership, joint venture, or employment relationship between you and Lexonica. Lexonica does not act as your fiduciary, agent, advisor, compliance officer, or legal representative in any capacity. No communication, output, or interaction through the Service shall be construed as creating such a relationship.

8. User Content

Ownership

You retain ownership of your User Content. Lexonica does not claim ownership of entity profiles, screening data, reports, or other materials you submit or generate through the Service.

License to Operate the Service

You grant Lexonica a limited, non-exclusive, royalty-free license to host, store, process, reproduce, and display User Content solely as necessary to operate, maintain, and provide the Service.

User Representations

You represent and warrant that:

  • You have all rights necessary to submit User Content
  • Your User Content does not violate any laws or third-party rights
  • You are solely responsible for the accuracy, legality, and consequences of your User Content
  • You will not submit information about individuals or entities in violation of applicable data protection or privacy laws

9. Intellectual Property

Lexonica's Ownership

The Service — including its software, source code, object code, algorithms, machine-learning models, APIs, user interfaces, designs, text, graphics, logos, trademarks, trade names, domain names, and all related documentation — is and remains the exclusive property of Lexonica Inc. or its licensors and is protected by Canadian and international intellectual property laws, including copyright, trademark, patent, and trade secret laws.

Limited License to Use the Service

Subject to your compliance with these Terms, Lexonica grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business or personal purposes during the term of your account. This license does not include any right to:

  • Copy, modify, adapt, translate, or create derivative works of any part of the Service
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Service
  • Remove, alter, or obscure any proprietary notices, labels, or marks on the Service
  • Use Lexonica's trademarks, logos, or trade names without prior written consent

Feedback

If you provide Lexonica with any suggestions, ideas, feature requests, enhancement proposals, bug reports, or other feedback regarding the Service ("Feedback"), you hereby assign to Lexonica all right, title, and interest in such Feedback. Lexonica may use, reproduce, modify, and incorporate Feedback into the Service or any other product or service without restriction, attribution, or compensation. You waive any moral rights you may have in Feedback to the extent permitted by applicable law. Nothing in this section obligates Lexonica to implement any Feedback.

Custom Tools Developed on Request

Lexonica may offer Users the ability to request the development of custom tools, features, or configurations tailored to their specific industry, workflow, or compliance needs ("Custom Tools"). By submitting such a request, you provide functional specifications, business requirements, and descriptive input that guide the development process.

All Custom Tools — whether offered free of charge or made available through a paid subscription — are created by Lexonica and constitute original works of authorship within the meaning of applicable copyright law, including the Copyright Act (R.S.C., 1985, c. C-42) of Canada, the Copyright Act of 1976 (17 U.S.C. § 101 et seq.) of the United States, and Directive 2001/29/EC of the European Parliament and of the Council (the EU Copyright Directive). Under these laws, copyright vests in the author — the person or entity that creates the original expression. Ideas, concepts, methods of operation, and functional requirements are not protectable by copyright; only the original expression embodied in source code, software architecture, user interface design, algorithms, and related materials is protected.

Accordingly, all intellectual property rights in Custom Tools — including but not limited to copyright, trade secrets, and any other proprietary rights in the source code, object code, design, architecture, and documentation — are and remain the exclusive property of Lexonica Inc. Your submission of a tool request does not create a work-made-for-hire relationship, a joint authorship arrangement, or any assignment or transfer of intellectual property rights. Lexonica retains the right to use, modify, sublicense, and make available any Custom Tool to other users of the Service or in any other context, at its sole discretion.

Your subscription grants you a non-exclusive, non-transferable, revocable license to use the Custom Tool within the Service in accordance with these Terms. It does not confer any ownership, redistribution, or modification rights over the underlying code or any component thereof.

User-Created Tool Configurations

The Service may allow Users to create, configure, and customize their own tools through the platform's self-service interface ("User-Created Tools"). When creating a User-Created Tool, you provide configuration inputs such as tool names, descriptions, AI context instructions, field definitions, matching criteria, and other parameters.

You retain ownership of your configuration inputs to the extent they constitute User Content under Section 8 of these Terms. However, a User-Created Tool is not a standalone software product. It is a configuration of Lexonica's proprietary platform engine, and the following remain the exclusive intellectual property of Lexonica Inc.:

  • The underlying software engine, matching algorithms, AI orchestration logic, and data processing pipelines that power the tool
  • The user interface components, API integrations, and platform infrastructure through which the tool operates
  • Any output templates, report formats, scoring methodologies, or analytical frameworks provided by the Service

A User-Created Tool may only be used within the Service and cannot be extracted, exported, reproduced, or operated independently of the platform. Your right to use a User-Created Tool is subject to these Terms and your active account status. Lexonica does not claim ownership of your configuration inputs themselves, but reserves all rights in the platform technology that interprets and executes those configurations.

10. Acceptable Use and Prohibited Conduct

You agree not to use the Service to:

  • Violate any applicable law, regulation, or third-party right
  • Submit false, misleading, or fraudulent information
  • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying technology of the Service
  • Scrape, crawl, spider, or use any automated means to access the Service or extract data, except as expressly permitted by these Terms or a written agreement with Lexonica
  • Use the Service to build a competing product or service, or to benchmark the Service for competitive purposes
  • Share, transfer, sell, or sublicense your account credentials or access to any third party
  • Circumvent, disable, or interfere with any security features, access controls, rate limits, or usage restrictions of the Service
  • Introduce viruses, malware, or other harmful code into the Service
  • Use the Service in a manner that could damage, overburden, impair, or compromise the Service's infrastructure or other users' access
  • Attempt to gain unauthorized access to any part of the Service, other users' accounts, or Lexonica's systems or networks
  • Use screening results to harass, defame, discriminate against, or cause harm to any individual or entity

Lexonica reserves the right to investigate suspected violations and to suspend or terminate access to the Service without prior notice for any violation of this Section, without liability to you.

11. Third-Party Services and Content

The Service may display, link to, or integrate with Third-Party Services, including sanctions databases, news sources, court record providers, company registries, and AI providers.

Lexonica does not control, endorse, or verify Third-Party Services or content and is not responsible for their availability, accuracy, legality, or your interactions with them. Your use of Third-Party Services is entirely at your own risk. Data obtained from third-party sources may be incomplete, outdated, or contain errors.

12. Payments, Subscriptions, and Renewals

Billing and Renewal

Subscription fees are charged in advance on a recurring monthly basis through our payment processor, Stripe, and renew automatically unless canceled prior to the renewal date. Prices exclude applicable taxes unless expressly stated. By subscribing, you authorize Stripe to charge your payment method for the subscription fee and any applicable taxes.

California Auto-Renewal Law (ARL) Disclosures

For users located in California:

  • Subscriptions renew automatically unless canceled before the renewal date.
  • You may cancel at any time through your account settings or by contacting customer support.
  • The renewal price and billing frequency are clearly disclosed at checkout prior to purchase.
  • A confirmation email containing the subscription terms will be sent after purchase.

Refunds

Payments are non-refundable except where refunds are required by applicable law, including mandatory consumer protection or digital content laws.

Plan Changes (Upgrades and Downgrades)

You may upgrade or downgrade your subscription plan at any time through your account settings. Plan changes take effect immediately. When you change plans, Stripe calculates prorated charges: you will receive a credit for the unused portion of your current billing period, and be charged the prorated amount for your new plan. The net difference (credit or charge) will be applied to your next invoice. Your feature usage limits will reset to those provided by your new plan. Unused quotas from your previous plan do not carry over.

Cancellation

You may cancel your subscription at any time through your account settings. Upon cancellation, you will retain full access to all paid features until the end of your current billing period. Your subscription will not renew, and no further charges will be made. After your billing period ends, your account will automatically revert to the free plan. If your existing content exceeds the limits of the free plan, you will retain read-only access to all existing content but will not be able to create new items until you are within the plan limits or upgrade to a higher plan.

Reactivation

If you have cancelled your subscription but your billing period has not yet ended, you may reactivate your subscription at any time through your account settings. Upon reactivation, your subscription will continue as normal and renew automatically at the end of the billing period.

13. Privacy and Data Protection

Lexonica's collection, use, and protection of personal information are governed by its Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and agree to the Privacy Policy.

Lexonica is committed to complying with applicable data protection laws, including PIPEDA (Canada), GDPR (EEA/UK), and CCPA/CPRA (California). In furtherance of this commitment, Lexonica provides:

  • A Data Processing Agreement (DPA) that details how Lexonica processes personal data on behalf of customers, including sub-processor disclosures, breach notification commitments, and audit rights
  • Consent mechanisms at registration (Terms of Service acceptance and age confirmation checkboxes) and a cookie consent banner, with all consent events recorded in a verifiable audit log
  • Self-service data portability via a "Download My Data" feature in account settings, enabling users to export their personal data in a machine-readable format
  • Account deletion functionality with right-to-erasure audit trail logging
  • Email verification (double opt-in) for all new accounts

Where you submit personal data of third parties (e.g., entities being screened) to the Service, you represent that you have a lawful basis for doing so under applicable data protection laws and that you have provided any required notices to, or obtained any required consents from, such third parties.

14. Electronic Communications

By creating an account, you consent to receive electronic communications from Lexonica, including:

  • Transactional emails — account verification, password resets, screening report notifications, subscription confirmations, payment receipts, and billing alerts
  • Service communications — security alerts, maintenance notices, changes to the Service, and updates to these Terms or our Privacy Policy
  • Product updates — information about new features, data source additions, and service improvements

These communications are part of your relationship with Lexonica and are not marketing messages. You agree that these electronic communications satisfy any legal requirement that such communications be in writing. You may not opt out of transactional or service communications while maintaining an active account.

Lexonica does not send unsolicited commercial marketing emails. If Lexonica introduces optional marketing communications in the future, they will require separate, explicit opt-in consent in compliance with the Canadian Anti-Spam Legislation (CASL, S.C. 2010, c. 23) and other applicable electronic communications laws.

15. Availability and Changes to the Service

The Service is provided on an "AS IS" and "AS AVAILABLE" basis, subject to mandatory consumer rights under applicable law. Lexonica does not guarantee uninterrupted, secure, or error-free operation.

Lexonica may modify, suspend, or discontinue any aspect of the Service at any time, acting reasonably and in compliance with applicable law.

Beta and Experimental Features

Certain features of the Service may be designated as "beta," "preview," "experimental," or "early access" (collectively, "Beta Features"). Beta Features are provided for evaluation purposes only and without any warranty, service level commitment, or support obligation of any kind. Beta Features may be modified, suspended, or removed at any time without notice. Lexonica assumes no liability for any loss or damage arising from your use of or reliance on Beta Features, and the limitations and disclaimers in Sections 16 and 17 apply with full force to Beta Features.

Security

While Lexonica implements commercially reasonable security measures as described in its Privacy Policy, Lexonica does not guarantee that the Service will be secure or free from unauthorized access, data breaches, vulnerabilities, viruses, or other security threats. You are responsible for maintaining the security of your own systems, devices, and credentials used to access the Service.

16. Disclaimers

To the maximum extent permitted by applicable law, Lexonica disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and availability.

Without limiting the foregoing, Lexonica makes no warranty that screening results are complete, current, or error-free, or that the Service will detect all relevant risk indicators for any given entity.

Nothing in these Terms limits statutory consumer rights that cannot be excluded under applicable law.

17. Limitation of Liability

To the maximum extent permitted by applicable law:

Exclusion of Indirect Damages

Lexonica Inc., including its directors, officers, shareholders, employees, contractors, agents, affiliates, successors, and assigns (collectively, "Lexonica Parties"), shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of business opportunities, loss of data, loss of profits, reputational harm, regulatory fines or penalties, cost of procurement of substitute services, or business interruption — however caused and under any theory of liability — arising from your use of or reliance on the Service or its outputs, even if Lexonica has been advised of the possibility of such damages.

Aggregate Liability Cap

Lexonica's total aggregate liability to you for all claims arising out of or relating to these Terms or the Service, under any theory of law (whether in contract, tort, strict liability, or otherwise), shall not exceed the greater of: (a) the total fees actually paid by you to Lexonica in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred Canadian dollars (CAD $100).

Informational Service

You acknowledge that the Service provides informational and analytical outputs only, that you do not rely on the Service as a substitute for independent professional judgment, and that all decisions based on Service outputs are made at your sole risk. This acknowledgment forms part of the basis upon which Lexonica agrees to provide the Service under these Terms.

Basis of the Bargain

You acknowledge that the fees charged for the Service reflect the allocation of risk set forth in this Section 17 and that Lexonica would not enter into these Terms without these limitations. The limitations in this section apply regardless of whether the limited remedies fail of their essential purpose.

Nothing in this section excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence. For the purposes of these Terms, "gross negligence" and "willful misconduct" shall be interpreted narrowly under the applicable governing law and shall not include ordinary negligence, errors in judgment, or the inherent limitations of automated systems and AI-generated outputs as described in Section 6.

18. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Lexonica Inc. and its directors, officers, shareholders, employees, contractors, and affiliates (collectively, "Indemnified Parties") from any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and costs of investigation) arising out of or relating to:

  • Your use or misuse of the Service, including any actions taken or decisions made in reliance on Service outputs
  • Your User Content, including any claim that your User Content infringes or violates any third-party right
  • Decisions made based on screening results, risk assessments, or AI-generated outputs provided by the Service
  • Your violation of these Terms, applicable law, or any third-party rights
  • Your interactions with third parties in connection with the Service
  • Any regulatory investigation, enforcement action, or penalty arising from your failure to comply with applicable compliance obligations

This indemnification obligation does not apply to the extent a claim arises directly from Lexonica's gross negligence or willful misconduct (as narrowly defined in Section 17). Lexonica will provide you with prompt written notice of any claim subject to indemnification and will cooperate reasonably in the defense at your expense. Lexonica reserves the right to assume exclusive control of the defense of any matter subject to your indemnification, at your expense.

This indemnification obligation shall survive termination of your account and these Terms.

19. Termination

You may terminate your account at any time.

Lexonica may suspend or terminate access to the Service immediately for legitimate business, security, legal, or compliance reasons, subject to applicable law.

Upon termination:

  • Your right to use the Service ceases immediately
  • Certain data may be retained as required by law, backups, fraud prevention, or dispute resolution

20. Governing Law

These Terms are governed by the laws of the Province of New Brunswick and the federal laws of Canada, without regard to conflict-of-laws principles.

21. Dispute Resolution and Arbitration

Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact Lexonica at tim@lexonica.com with a written description of the dispute, including your name, account email, and the relief sought. Both parties agree to attempt good-faith informal resolution for at least thirty (30) days from the date the dispute notice is received. Most disputes are resolved during this period.

Binding Arbitration

Except where prohibited by applicable consumer protection laws (including in the European Union, the United Kingdom, and Quebec), if the dispute is not resolved through informal resolution within the thirty (30) day period, either party may initiate binding arbitration. The arbitration shall be administered in New Brunswick, Canada, in English, by a mutually agreed-upon arbitrator or, failing agreement, by a recognized arbitration provider.

Class Action Waiver

To the maximum extent permitted by law, you waive the right to participate in any class, collective, or representative action. All disputes must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Small Claims Exception

Notwithstanding the above, either party may bring an individual action in small claims court in the Province of New Brunswick (or the jurisdiction where you reside, if permitted by applicable law) for disputes within that court's jurisdictional limits.

30-Day Right to Opt Out

You may opt out of the arbitration and class action waiver provisions in this Section 21 by sending written notice to tim@lexonica.com within thirty (30) days of first accepting these Terms. Your notice must include your name, account email address, and a clear statement that you wish to opt out of arbitration. If you opt out, Lexonica also will not be bound by the arbitration provisions with respect to disputes with you. The opt-out does not affect any other provisions of these Terms.

22. Limitation Period

To the maximum extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms or the Service must be filed within one (1) year after the date on which the claim or cause of action arose, regardless of when the claimant became aware of it. Any claim not filed within this period is permanently barred. This limitation applies to all claims, whether based in contract, tort, statute, or any other legal theory.

This contractual limitation period does not apply where a shorter or longer limitation period is mandated by applicable law and cannot be contractually modified (e.g., certain consumer protection claims).

23. Force Majeure

Lexonica is not liable for failure or delay caused by events beyond its reasonable control, including third-party service failures, AI provider outages, data source unavailability, internet disruptions, natural disasters, war, government actions, or labor disputes.

24. Modifications to Terms

Lexonica may modify these Terms from time to time. For material changes, Lexonica will provide notice by email to registered users or by prominently posting notice within the Service at least fifteen (15) days before the changes take effect, unless an earlier effective date is required by law or is necessary to address an immediate security or fraud concern.

Continued use of the Service after the effective date of any modification constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must discontinue use of the Service before the effective date. Your sole remedy for disagreement with any modification is to stop using the Service and, if applicable, cancel your subscription.

25. Assignment and Survival

Lexonica may assign or transfer these Terms in connection with a merger, acquisition, corporate reorganization, financing, or sale of assets. You may not assign these Terms without Lexonica's prior written consent.

Sections relating to intellectual property (Section 9), user content licenses (Section 8), acceptable use (Section 10), disclaimers (Section 16), limitation of liability (Section 17), indemnification (Section 18), governing law (Section 20), dispute resolution (Section 21), limitation period (Section 22), entire agreement (Section 27), no third-party beneficiaries (Section 28), and compliance obligations shall survive termination.

26. Severability and Waiver

If any provision of these Terms is held unenforceable, it shall be modified to the minimum extent necessary or severed, without affecting the remaining provisions. Failure to enforce any right shall not constitute a waiver.

27. Entire Agreement

These Terms, together with the Privacy Policy and Data Processing Agreement, constitute the entire agreement between you and Lexonica Inc. with respect to the Service and supersede all prior or contemporaneous communications, proposals, representations, understandings, and agreements — whether oral, written, or electronic — relating to the Service.

No statement, representation, warranty, or commitment made by any Lexonica employee, agent, or representative outside of these Terms shall be binding upon Lexonica unless expressly incorporated into these Terms by written amendment. Marketing materials, blog posts, support correspondence, sales presentations, and product documentation are provided for informational purposes only and do not form part of this agreement.

28. No Third-Party Beneficiaries

These Terms are intended solely for the benefit of you and Lexonica Inc. Nothing in these Terms is intended to, or shall be construed to, confer any rights, benefits, or remedies upon any third party, including but not limited to:

  • Individuals or entities that are the subject of screening, risk assessment, or due diligence conducted through the Service
  • Customers, clients, vendors, or counterparties of any User
  • Regulatory authorities or enforcement agencies
  • Competitors or market participants

No third party may enforce any provision of these Terms under any applicable third-party beneficiary or similar legislation.

29. Notices

Legal notices from you to Lexonica must be sent by email to tim@lexonica.com with a clear subject line indicating the nature of the notice (e.g., "Legal Notice," "Arbitration Opt-Out," "Data Subject Request"). Notices are deemed received on the business day following the date of sending.

Lexonica may send notices to you via the email address associated with your account or by posting within the Service. Notices sent by email are deemed received on the date of sending; notices posted within the Service are deemed received when you next access the Service after the date of posting.

30. Contact Information

For questions about these Terms of Service, please contact us:

Lexonica Inc.
New Brunswick, Canada
Email: tim@lexonica.com
Website: LexFlag

Appendix A — U.S. Arbitration Addendum

This Arbitration Addendum applies to users located in the United States, to the extent permitted by applicable law.

Any dispute, claim, or controversy arising out of or relating to the Service or these Terms shall be resolved exclusively by final and binding arbitration under the Federal Arbitration Act (FAA), administered by a recognized arbitration provider. Arbitration shall be conducted on an individual basis. You waive any right to participate in a class, collective, or representative action.

The informal resolution requirement (Section 21), the 30-day opt-out right (Section 21), and the small claims exception (Section 21) also apply to this Addendum.

Nothing in this Addendum limits rights that cannot be waived under applicable consumer protection laws, including the right to seek public injunctive relief where permitted by law.

Appendix B — Consumer vs Business Terms

Consumer Use

If you use the Service for personal, non-commercial purposes, you are considered a consumer and benefit from mandatory consumer protection rights that cannot be excluded or limited under applicable law.

Business / Professional Use

If you use the Service on behalf of an employer, organization, or for commercial purposes, you represent that you have authority to bind that entity, and consumer protection statutes shall not apply to the maximum extent permitted by law.

Appendix C — Platform and Payment Processor Compliance

The Service is designed to comply with the requirements of third-party platforms and payment processors, including Stripe, Apple, and Google. Certain billing, renewal, refund, and dispute processes may be governed by additional terms imposed by such providers.

In the event of a conflict between these Terms and mandatory platform rules, the applicable platform rules shall control solely to the extent required.

Appendix D — Version Française (Québec)

These Terms of Service may be provided in French to comply with applicable laws in Quebec. In the event of a discrepancy between the English and French versions, the French version shall prevail for residents of Quebec, to the extent required by law.

A complete French version is available at https://lexflag.com/fr/conditions.

By using LexFlag, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.