Introduction

These Terms of Service (“Terms”) govern your access to and use of the UPSKaiLL platform and services (the “Service”). The Service is operated by UPSKaiLL AI Technologies Inc., a corporation incorporated under the laws of Canada (the “Canadian Parent”), and its wholly owned subsidiary UPSKaiLL Inc., a corporation incorporated under the laws of the State of Delaware (the “US Subsidiary,” and together with the Canadian Parent, “UPSKaiLL,” “we,” “us,” or “our”).

Your agreement is with: (a) UPSKaiLL AI Technologies Inc., if you are accessing the Service from Canada; or (b) UPSKaiLL Inc., if you are accessing the Service from the United States. If you are accessing from another jurisdiction, your agreement is with UPSKaiLL AI Technologies Inc. Regardless of contracting entity, both companies are bound by these Terms and our Privacy Policy.

By creating an account or using the Service, you agree to be bound by these Terms. If you do not agree, you may not access or use the Service.

These Terms apply to all visitors, users, and others who access or use the Service (“users” or “you”). They are intended to comply with applicable law in Canada (including Quebec) and, where relevant, the United States.

These Terms should be read together with our Privacy Policy, which is incorporated by reference.

1. Acceptance of Terms

By clicking “I Agree,” creating an account, or otherwise accessing or using the Service, you represent that:

you have read, understood, and agree to be bound by these Terms and our Privacy Policy;
you are at least 18 years of age (see Section 3 regarding minimum age);
if you are using the Service on behalf of an organization, you have the authority to bind that organization to these Terms; and
you comply with all applicable laws and regulations.

If you do not agree to all of these Terms, you may not access or use the Service.

2. Description of Service

UPSKaiLL is an AI-powered career development and learning platform that provides personalized learning journeys, career coaching, skills assessments, and job-matching services. The Service uses artificial intelligence — a combination of UPSKaiLL’s own proprietary, in-house technology (including our skills-matching engine and emerging-roles taxonomy) and third-party AI models (specifically Google Gemini and Anthropic Claude, accessed via API) — to generate recommendations, learning plans, and career insights tailored to each user.

The features and functionality of the Service may change over time. We will provide prominent notice within the Service of any material changes.

3. Eligibility and Minimum Age

The Service is intended for users who are at least 18 years of age. By using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into a binding agreement. We do not knowingly collect personal information from individuals under the age of 18. If we learn that a user under the age of 18 has provided personal information, we will promptly delete that information and terminate the associated account.

The 18-year minimum age applies globally. Users in jurisdictions where the age of majority exceeds 18 must meet the higher threshold applicable in their jurisdiction.

4. User Accounts

To access certain features of the Service, you must create an account. When creating an account, you agree to:

provide accurate, current, and complete information during registration;
maintain and promptly update your account information to keep it accurate;
maintain the security and confidentiality of your login credentials;
accept responsibility for all activities that occur under your account; and
notify us immediately of any unauthorized use of your account at support@upskaill.ai.

You may not create an account on behalf of another person without their authorization. You may not transfer your account to another person without our prior written consent.

5. AI-Powered Features and Automated Processing

5.1 AI as the Core of the Service

Artificial intelligence is fundamental to how the Service works. The Service uses Google Gemini (Google LLC) and Anthropic Claude (Anthropic PBC), accessed via API under Data Processing Agreements, to generate career recommendations, learning plans, coaching conversations, skills assessments, and other content (collectively, “AI Outputs”).

You acknowledge and agree that:

AI Outputs are advisory in nature — they are designed to inform and support your career decisions, not to make those decisions for you;
all AI Outputs are provided for informational and educational purposes only and do not constitute professional career, legal, financial, medical, or other regulated advice;
AI Outputs may not always be accurate, complete, or suited to your individual circumstances — you are responsible for critically evaluating them before acting on them;
you, and not UPSKaiLL or any AI system, are the final decision-maker with respect to your career, learning choices, and any applications you submit; and
UPSKaiLL does not guarantee any specific career outcome as a result of using the Service.

We encourage you to verify any material career-related information through appropriate professional or human channels before making significant decisions.

5.2 AI Profiling and Advisory Nature of Outputs

The Service uses automated processing and profiling — analyzing your profile data, skills, experience, and interactions — to generate personalized recommendations and assessments. This constitutes profiling under applicable privacy laws (including Quebec Law 25 and certain US state laws) and is disclosed as such in our Privacy Policy.

AI Outputs are purely advisory and informational. Under no circumstances do they constitute, or should they be treated as, decisions made solely on the basis of automated processing. AI Outputs have no legal or binding effect — they do not determine any outcome, alter any legal right, create any obligation, or substitute for your own judgment. You, and only you, retain full and final decision-making authority over your career, your learning, and any actions you take. You are always free to disregard any AI Output entirely.

5.3 Questions About AI Outputs

If you have questions about an AI Output, believe it does not accurately reflect your circumstances, or think it may be based on incorrect information in your profile, contact our support team:

support@upskaill.ai

We will review the matter with you. This is a standard customer support process — not a privacy rights mechanism — and is separate from your rights under our Privacy Policy.

5.4 AI Provider Terms and Acceptable Use

By using the Service, you agree to use it in a manner consistent with the acceptable use policies of our AI providers:

Anthropic’s Usage Policy (applicable to content processed by Claude): https://www.anthropic.com/legal/aup
Google’s Generative AI Prohibited Use Policy (applicable to content processed by Gemini): https://policies.google.com/terms/generative-ai/use-policy

Your data is shared with these providers solely to generate AI Outputs in the course of providing the Service to you. Neither Anthropic nor Google uses your data to train their respective models. UPSKaiLL has entered into Data Processing Agreements with each provider that restrict their use of your data accordingly. See our Privacy Policy for details.

5.5 No AI Training on Your Data

UPSKaiLL does not use your personal data to train, fine-tune, or improve AI models — whether our own or those of our AI providers. Where UPSKaiLL uses data to improve the functionality of the Service or its internal tools, it does so using only aggregated, de-identified data — your personal information is not used for this purpose.

6. Acceptable Use

6.1 General Prohibitions

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service to:

violate any applicable federal, provincial, territorial, or state laws, regulations, or third-party rights;
upload or transmit malicious code, viruses, or any other harmful technology;
attempt to gain unauthorized access to the Service, other accounts, or related systems or networks;
use the Service for any fraudulent, misleading, or deceptive purpose;
interfere with or disrupt the integrity, security, or performance of the Service;
reverse-engineer, decompile, disassemble, or attempt to derive the source code of any part of the Service;
scrape, crawl, or otherwise extract data from the Service by automated means without our prior written consent;
circumvent, or attempt to circumvent, any usage allowance, rate limit, or fair-use provision applicable to your subscription plan or to the free trial or public demo (see Section 10.6);
impersonate any person or entity, or falsely represent your affiliation with a person or entity;
collect or harvest personal information about other users without their consent; or
use the Service in any way that discriminates against individuals on the basis of any ground protected under applicable human rights legislation, including but not limited to the Canadian Human Rights Act, the Ontario Human Rights Code, or equivalent provincial, territorial, or US state legislation (including race, national or ethnic origin, color, religion, age, sex, sexual orientation, gender identity or expression, marital status, family status, genetic characteristics, or disability).

6.2 AI Input Restrictions

Because the Service routes your inputs to third-party AI systems (Google Gemini and Anthropic Claude), the following additional restrictions apply to any content you submit to, or through, the AI-powered features of the Service. You agree not to:

Input personal information about third parties — such as another person’s name, contact details, work history, or other identifying information — without that person’s knowledge and consent. Your profile and career data are your own to share; other people’s information is not.
Attempt to manipulate, bypass, or “jailbreak” the AI systems — including by crafting inputs designed to override safety guidelines, extract system prompts, cause the AI to produce content it would otherwise refuse, or circumvent any content moderation built into the Service or its AI providers.
Input content that is unlawful, harassing, defamatory, obscene, or that infringes the intellectual property or privacy rights of any third party.
Input confidential or proprietary information belonging to a third party (such as an employer’s trade secrets or a client’s confidential data) without authorization to share it with an AI system.
Use AI Outputs in a way that is intentionally misleading — for example, submitting AI-generated résumés, cover letters, or assessment responses to third parties while knowingly misrepresenting them as entirely your own unassisted work, where that misrepresentation is material to the third party’s decision.

7. Intellectual Property

7.1 UPSKaiLL Intellectual Property

The Service and its original content, features, functionality, design, and underlying technology are and remain the exclusive property of UPSKaiLL and its licensors, protected by copyright, trademark, and other applicable intellectual property laws. Nothing in these Terms grants you any right, title, or interest in or to the Service other than the limited right to use the Service as expressly set out herein.

7.2 Your Content

You retain ownership of any content you provide to the Service, including your profile information, documents, and messages (“Your Content”). By providing Your Content, you grant UPSKaiLL a non-exclusive, worldwide, royalty-free, sublicensable licence to use, reproduce, process, adapt, and display Your Content solely for the purposes of:

providing the Service to you;
improving the features and functionality of the Service in a manner that does not involve using your personal data to train AI models (see Section 5.5); and
complying with applicable law.

This licence terminates when you delete Your Content or your account, subject to the data retention provisions in our Privacy Policy.

7.3 Feedback

If you submit suggestions, ideas, or feedback about the Service (“Feedback”), you grant UPSKaiLL a perpetual, irrevocable, royalty-free licence to use that Feedback for any purpose without compensation to you. Feedback does not include Your Content.

8. Data and Privacy

Your use of the Service is governed by our Privacy Policy, which is incorporated into these Terms by reference. Our Privacy Policy explains in detail:

the categories of personal information we collect and why;
how we use and share your personal information, including with AI providers and partner organizations;
cross-border data transfers and the safeguards in place;
how long we retain your data;
your rights as a resident of Canada, Quebec, California, or other applicable jurisdictions; and
how to contact our Privacy Officer.

By using the Service, you acknowledge that you have read and understood our Privacy Policy. If you have privacy-related questions or wish to exercise your rights, contact our Privacy Officer at privacy@upskaill.ai.

UPSKaiLL AI Technologies Inc. is the accountable organization for privacy compliance under Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA) and Quebec’s Act Respecting the Protection of Personal Information in the Private Sector (Law 25). UPSKaiLL Inc. (the US subsidiary) is accountable for compliance with applicable US state privacy laws including the California Consumer Privacy Act (CCPA) / California Privacy Rights Act (CPRA).

9. Third-Party Services and Partner Organizations

9.1 Third-Party Integrations

The Service may integrate with or contain links to third-party websites, services, or content (including AI providers, OAuth login providers such as Google and LinkedIn, and analytics services). UPSKaiLL does not control and is not responsible for the content, privacy policies, or practices of any third-party services. We encourage you to review the terms and privacy policies of any third-party services you choose to connect.

9.2 Partner Organizations

Certain features may involve content, job postings, learning opportunities, or career resources provided by partner organizations. When you apply for an opportunity or connect with a partner through the Service, relevant profile information will be shared with that partner as described in our Privacy Policy.

UPSKaiLL acts as an intermediary and does not:

guarantee the accuracy or completeness of partner-provided information;
guarantee the outcome of any application or engagement with a partner; or
endorse any specific partner organization or opportunity unless explicitly stated.

Partner organizations that use the Service for recruitment or talent-matching purposes are required, as a condition of their use, to comply with all applicable human rights and employment non-discrimination laws.

10. Subscriptions, Fees, and Cancellation

10.1 Subscription Plans

The Service is offered on paid subscription plans only (no ongoing free tier). New users may access the Service via a 7-day free trial prior to their first paid billing period. Details of available plans are set out on our website and at the point of purchase. The following terms apply to all paid subscriptions:

PRO Plan: USD $29/month or $264/year (approx. $22/month); CAD $34/month or $312/year (approx. $26/month). ULTRA Plan: USD $59/month or $528/year (approx. $44/month); CAD $74/month or $660/year (approx. $55/month). A limited-time Founding Member rate may also be available. Full plan details, features, and any current promotional rates are set out at upskaill.ai/pricing and are presented to you at the point of purchase.
Billing: Fees are billed in advance on the billing cycle you select (monthly or annual) and are charged to your payment method on file at the start of each billing period.
Taxes: Prices are exclusive of applicable taxes (including GST/HST in Canada and applicable US sales tax). Taxes are calculated based on your billing address and added to your invoice.
7-Day Free Trial: New users receive a 7-day free trial. You will not be charged during the trial period. If you do not cancel before the trial ends, your chosen subscription plan will activate and your payment method will be charged. You may upgrade to a paid subscription at any time during or after your trial to unlock full plan features immediately.

10.2 Cancellation

You may cancel your subscription at any time through your account settings or by contacting support@upskaill.ai. Cancellation takes effect at the end of your current billing period — you will retain access to paid features until that date. After cancellation, your account will be deactivated. There is no ongoing free tier.

10.3 Refunds

Subscription fees are generally non-refundable once a billing period has commenced, except:

where required by applicable law (including mandatory refund rights under consumer protection legislation in your province or state);
where we have made a material error in billing; or
at our sole discretion in exceptional circumstances.

To request a refund, contact support@upskaill.ai within 14 days of the charge.

Quebec residents: The Consumer Protection Act (CQLR c P-40.1) may grant you rights to cancel a contract for services and receive a refund that differ from or exceed what is stated above. Nothing in these Terms limits or waives those statutory rights.

10.4 Price Changes

We may change subscription pricing at any time with at least 30 days’ prior notice by email or in-Service notification. If you do not agree to a price change, you may cancel your subscription before the new price takes effect and will not be charged at the new rate.

10.5 Failed Payments

If a payment fails, we will notify you and may attempt to retry the charge up to three times over three business days. If payment is not successfully processed within that period, your access to the Service will be suspended immediately until payment is made or your subscription is cancelled. You are responsible for keeping your payment information current.

10.6 Plan Limits and Fair Use of Unlimited Features

Some subscription plans include stated monthly usage allowances (for example, a maximum number of coaching and tutoring conversations per billing period). Applicable allowances are described at upskaill.ai/pricing and presented to you at the point of purchase.

Where a plan or feature is described as “unlimited,” this means it is not subject to a fixed numerical allowance for ordinary, personal, interactive use by the individual account holder. Unlimited features remain subject to this fair-use provision.

Fair-use guideline. The Service, including live voice coaching, is designed for real-time, personal use by one person. As a guideline, usage that substantially exceeds what a highly engaged individual could plausibly generate through personal use — for example, more than thirty (30) hours of live voice-session time in a single calendar month, or a sustained pattern of usage several times the typical usage of active subscribers on the same plan — may be flagged for review as potentially inconsistent with fair use. Exceeding the guideline is not itself a breach of these Terms; it is the point at which we may review whether use remains personal and interactive.

The following are always inconsistent with fair use:

sharing account credentials, or use of one account by more than one individual;
accessing the Service by automated, scripted, or programmatic means, or using the Service as a backend or data source for another product or service;
reselling, sublicensing, or commercially redistributing access to the Service or AI Outputs;
bulk-generating content, assessments, or coaching outputs on behalf of third parties; and
creating multiple accounts to circumvent trial limits, demo limits, or plan allowances.

How we enforce this. If your usage is flagged for review, we will contact you first at the email address on your account and work with you in good faith — in many cases the right answer will simply be confirming that heavy use is genuine personal use, or discussing a plan better suited to your needs. We may temporarily limit the rate or volume of your access while we review. We will suspend or terminate access only in accordance with Section 14.1, including its notice-and-remedy process, except in cases of fraud, credential sharing, or automated abuse, where we may act immediately. We will never charge you retroactive or “overage” fees for exceeding a fair-use guideline.

Nothing in this Section limits any non-waivable rights you hold under applicable consumer protection legislation, including, for Quebec residents, the Consumer Protection Act (CQLR c P-40.1).

11. Disclaimers

The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, UPSKaiLL and its affiliates, officers, employees, agents, partners, and licensors expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

UPSKaiLL does not warrant that:

the Service will be uninterrupted, timely, secure, or error-free;
any errors or defects in the Service will be corrected;
AI-generated content or recommendations will be accurate, complete, or suitable for your purposes; or
the Service will meet your specific requirements or expectations.

Some jurisdictions do not allow the exclusion of implied warranties. In such jurisdictions, the above exclusions apply to the fullest extent permitted by law.

12. Limitation of Liability

To the maximum extent permitted by applicable law, UPSKaiLL and its affiliates, officers, employees, agents, partners, and licensors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, data, goodwill, use, or other intangible losses, arising out of or related to:

your access to or use of (or inability to access or use) the Service;
any conduct or content of any third party on the Service;
any content obtained from the Service, including AI-generated content; or
unauthorized access, use, or alteration of your transmissions or content.

In no event shall UPSKaiLL’s total liability to you for all claims arising from or related to the Service exceed the greater of (a) the amount you paid UPSKaiLL in the twelve months preceding the claim, or (b) one hundred Canadian dollars (CAD $100).

13. Indemnification

You agree to indemnify, defend, and hold harmless UPSKaiLL and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable legal fees) arising out of or relating to:

your violation of these Terms;
your use of the Service in a manner not authorized by these Terms;
Your Content; or
your violation of any applicable law or the rights of any third party.

14. Termination

14.1 Termination by UPSKaiLL

We may suspend or terminate your access to the Service immediately, with or without notice, if we determine that:

you have breached these Terms or our Privacy Policy;
your use of the Service poses a risk to the security, integrity, or performance of the Service or to other users; or
we are required to do so by applicable law.

Where reasonably practicable, we will give you advance notice of termination and an opportunity to remedy the breach before termination takes effect. In cases involving security, fraud, or illegal activity, we may terminate immediately without prior notice.

14.2 Termination by You

You may delete your account at any time through your account settings. Upon deletion, your access to the Service will cease immediately. Your personal information will be handled in accordance with our Privacy Policy (including the 30-day deletion window described therein).

14.3 Effect of Termination

Upon termination for any reason, all licences granted to you under these Terms will immediately terminate. Sections 7 (Intellectual Property), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), and 16 (Dispute Resolution) survive termination.

15. Governing Law

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

Users accessing the Service from outside Canada acknowledge that data may be transferred to and processed in Canada in accordance with our Privacy Policy.

For US users, to the extent required by applicable state law, the governing law for disputes involving UPSKaiLL Inc. (the US subsidiary) shall be the laws of the State of Delaware.

16. Dispute Resolution

16.1 Good-Faith Negotiation

Before initiating any formal dispute resolution process, the parties agree to first attempt to resolve any dispute, claim, or controversy arising from or related to these Terms or the Service through good-faith negotiation. A party wishing to initiate this process must send written notice describing the dispute and the relief sought to support@upskaill.ai. The parties will have 30 days (or a longer period if mutually agreed) to resolve the dispute informally.

16.2 Arbitration

If a dispute is not resolved through negotiation within the period above, it shall be finally resolved by binding arbitration administered by the ADR Institute of Canada, Inc. (“ADRIC”) in accordance with its Arbitration Rules. The arbitration shall be conducted in English (or French at the election of a Quebec-resident claimant), with the seat of arbitration in Toronto, Ontario, unless otherwise agreed. The award of the arbitrator shall be final and binding on the parties.

This arbitration agreement does not apply to:

claims that can be heard in Small Claims Court (or the equivalent in your jurisdiction);
applications for injunctive or other emergency equitable relief to protect intellectual property rights; or
disputes brought by residents of Quebec — see Section 16.3 below.

16.3 Quebec Residents

Notwithstanding Section 16.2, residents of Quebec are not subject to mandatory arbitration. Disputes involving Quebec residents shall be resolved by the competent courts of the Province of Quebec, in accordance with Quebec law (including the Consumer Protection Act, CQLR c P-40.1, where applicable). Nothing in these Terms is intended to limit the rights of Quebec consumers under applicable Quebec legislation.

16.4 Class Action Waiver (for Users in the United States)

For users accessing the Service from the United States, you and UPSKaiLL agree to bring any dispute on an individual basis only, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of a class or representative proceeding. If this waiver is found unenforceable, the entire arbitration agreement in Section 16.2 shall be null and void with respect to that proceeding.

17. Changes to These Terms

We reserve the right to modify these Terms at any time. If a revision is material, we will:

provide prominent notice within the Service at least 5 business days before the change takes effect;
specify the nature of the change and the new effective date; and
for changes that materially affect your rights or obligations (including how we use your data), request your affirmative re-acceptance before the change takes effect.

If you continue to use the Service after the effective date of a non-material change, you are deemed to have accepted the updated Terms. If you do not agree to a material change, you may close your account before the change takes effect without penalty.

We will maintain an archive of prior versions of these Terms, available upon request.

18. Accessibility

UPSKaiLL is committed to making the Service accessible to all users, including individuals with disabilities, in accordance with applicable accessibility standards. In Canada, we strive to comply with the Accessible Canada Act (ACA) and, where applicable, the Accessibility for Ontarians with Disabilities Act (AODA) and equivalent provincial legislation. For users in the United States, we strive to meet the requirements of the Americans with Disabilities Act (ADA) and align with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA standards.

If you experience any accessibility barriers when using the Service, please contact us at support@upskaill.ai so we can work to address them.

19. General Provisions

19.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between you and UPSKaiLL with respect to the Service and supersede all prior agreements and understandings.

19.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

19.3 Waiver

No failure or delay by UPSKaiLL in exercising any right under these Terms shall constitute a waiver of that right.

19.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. UPSKaiLL may assign these Terms or any of its rights or obligations without restriction, provided that in the event of a business transfer we will notify you as described in our Privacy Policy.

19.5 Language

These Terms are made available in English at upskaill.ai/terms and in French at upskaill.ai/fr/terms. In the event of any inconsistency between the two versions, the English version shall prevail except as required by law (including in Quebec, where French-language rights are governed by the Charter of the French Language, CQLR c C-11).

19.6 Force Majeure

UPSKaiLL shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labour disputes, governmental action, or Internet or infrastructure outages.

20. Contact Us

For questions about these Terms:

General inquiries: support@upskaill.ai
Privacy-related questions and rights requests: privacy@upskaill.ai (subject: “Attention: Privacy Officer”)
Website: www.upskaill.ai

French version: These Terms are available in French at upskaill.ai/fr/terms and upon request as required under Quebec law. Email privacy@upskaill.ai to request the French version.