TERMS OF SERVICE
Updated: Nov 17 2025
These Terms of Service ("Terms") constitute a legal agreement between you, the client ("Client," "you," or "your"), and [Your Full Legal Company Name] ("Company," "we," "us," or "our"), a company duly incorporated under the laws of [Province/Canada], concerning your access to and use of our AI Digital Avatar services, software, and related offerings (collectively, the "Services").
By accessing or using any part of the Services, you agree to be bound by these Terms. If you do not agree to all the Terms, you may not access or use the Services.
1. Definitions
Client Data: Any data, information, or material provided or submitted by Client to the Services, including any data processed by the Digital Avatars on behalf of Client.
Company IP: All intellectual property rights, including patents, copyrights, trademarks, trade secrets, and other proprietary rights, in and to the Services, Digital Avatars, underlying AI models, software, documentation, and all modifications or derivatives thereof.
Digital Avatar(s): The artificial intelligence-powered digital human representations provided by the Company as part of the Services.
Order Form: A mutually executed document (physical or electronic) specifying the Services subscribed to by the Client, the subscription term, fees, and any other specific terms applicable to those Services.
Services: The AI Digital Avatar platform, software, tools, APIs, and associated support, consulting, and integration services provided by the Company to the Client as described in an Order Form.
Users: Client's employees, agents, or authorized third parties who are permitted by Client to access and use the Services under these Terms.
2. Services
2.1. Provision of Services: Subject to these Terms and the terms of any applicable Order Form, Company grants Client a non-exclusive, non-transferable, revocable right to access and use the Services during the subscription term for Client's internal business purposes.
2.2. Consulting & Integration: Where specified in an Order Form, the Company will provide consulting and integration services to assist Client in deploying and optimizing the Digital Avatars within Client's existing workflows.
2.3. Modifications to Services: We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will use commercially reasonable efforts to provide advance notice of any material changes that may impact Client's use of the Services.
3. Client Responsibilities
3.1. Account Access: Client is responsible for maintaining the confidentiality of any login credentials and for all activities that occur under its accounts. Client must notify the Company immediately of any unauthorized use.
3.2. Compliance: Client agrees to use the Services in compliance with all applicable local, provincial, national, and international laws and regulations, including without limitation, privacy laws (e.g., PIPEDA, provincial privacy legislation), consumer protection laws, and laws regarding unsolicited communications.
3.3. Acceptable Use: Client shall not:
* Use the Services for any unlawful, infringing, or fraudulent purpose.
* Use the Services to generate or disseminate content that is illegal, defamatory, harassing, or otherwise objectionable.
* Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Services or Digital Avatars.
* Interfere with or disrupt the integrity or performance of the Services.
* Attempt to gain unauthorized access to the Services or Company's systems.
* Use the Services to train or develop any competing AI model or service.
3.4. Client Data: Client is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data. Client represents and warrants that it has all necessary rights and consents to provide the Client Data to the Company for processing through the Services.
4. Fees and Payment
4.1. Fees: Client agrees to pay all fees for the Services as specified in the applicable Order Form. Fees are non-cancellable and non-refundable, except as expressly provided in these Terms.
4.2. Invoicing and Payment: Unless otherwise specified in an Order Form, fees will be invoiced [monthly/quarterly/annually] in advance and are due within [number] days of the invoice date. All payments shall be made in [Canadian Dollars (CAD)].
4.3. Taxes: All fees are exclusive of any applicable taxes (e.g., GST/HST, QST), which shall be the sole responsibility of the Client.
4.4. Late Payment: Overdue invoices may be subject to interest at the rate of [e.g., 1.5% per month or the maximum rate permitted by law], whichever is lower, plus collection costs.
5. Intellectual Property
5.1. Company IP: All rights, title, and interest in and to the Company IP belong exclusively to the Company. These Terms do not grant Client any ownership interest in the Services or Company IP.
5.2. Client Data: Client retains all rights, title, and interest in and to the Client Data. Client grants the Company a limited, non-exclusive, royalty-free license to use Client Data solely for the purpose of providing and improving the Services to Client and as otherwise permitted by these Terms and the DPA.
5.3. Feedback: If Client provides any feedback, suggestions, or ideas regarding the Services ("Feedback"), Client grants the Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into its products and services without any obligation or compensation to Client.
6. Confidentiality
6.1. Definition: "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, trade secrets, business plans, technical information, pricing, and Client Data.
6.2. Obligations: The Receiving Party will: (a) protect the confidentiality of the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own similar information, but no less than reasonable care; (b) not use any Confidential Information for any purpose outside the scope of these Terms; and (c) not disclose Confidential Information to any third party, except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as stringent as those contained herein.
6.3. Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation.
6.4. Required Disclosure: The Receiving Party may disclose Confidential Information if required by law or court order, provided it gives the Disclosing Party prompt notice (if legally permissible) to allow the Disclosing Party to seek a protective order.
7. Data Protection
7.1. Privacy Policy: The Company's collection, use, and disclosure of personal information are governed by its Privacy Policy, available at [Link to your Privacy Policy], which is incorporated into these Terms by reference.
7.2. Data Processing Agreement (DPA): To the extent that the Services involve the processing of personal information on behalf of the Client, a separate Data Processing Agreement (DPA) will be executed between the Company and the Client, which will define the parties' roles, responsibilities, and specific terms governing such processing in compliance with applicable privacy laws.
8. Warranties and Disclaimers
8.1. Company Warranty: We warrant that the Services will perform materially in accordance with the documentation provided. Your sole remedy for a breach of this warranty is that we will use commercially reasonable efforts to correct the non-conforming Services.
8.2. Client Warranty: Client warrants that it has the full power and authority to enter into these Terms and perform its obligations hereunder.
8.3. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
9. Limitation of Liability
9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OR INABILITY TO USE THE SERVICES.
9.2. OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO THE COMPANY FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. Indemnification
Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) Client's use of the Services in violation of these Terms; (b) Client Data, including any claim that Client Data infringes or violates the intellectual property or privacy rights of a third party; or (c) Client's breach of any applicable laws or regulations.
11. Term and Termination
11.1. Term: These Terms commence on the date Client first accepts them and remain in effect until all subscriptions under all Order Forms have expired or been terminated. Each Order Form will specify its own subscription term.
11.2. Termination for Cause: Either party may terminate these Terms and any related Order Forms immediately if the other party: (a) materially breaches these Terms and fails to cure such breach within [e.g., thirty (30)] days after receiving written notice thereof; or (b) becomes insolvent or subject to bankruptcy proceedings.
11.3. Effect of Termination: Upon termination of these Terms or an Order Form: (a) Client's right to access and use the Services will immediately cease; (b) Client shall pay any unpaid fees accrued prior to the effective date of termination; and (c) sections relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law shall survive.
12. Governing Law and Dispute Resolution
12.1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Province of [Your Province, e.g., Ontario], Canada, and the federal laws of Canada applicable therein, without regard to its conflict of law principles.
12.2. Jurisdiction: The parties agree to submit to the exclusive jurisdiction of the courts located in [Your City, e.g., Toronto], [Your Province, e.g., Ontario], Canada, for the resolution of any disputes arising out of or relating to these Terms.
13. General Provisions
13.1. Entire Agreement: These Terms, together with any applicable Order Forms and the Privacy Policy, constitute the entire agreement between Client and Company regarding the Services and supersede all prior or contemporaneous understandings and agreements.
13.2. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.3. Waiver: No waiver of any provision of these Terms shall be effective unless in writing and signed by both parties.
13.4. Assignment: Client may not assign or transfer these Terms, in whole or in part, without the Company's prior written consent. The Company may assign these Terms without Client's consent.
13.5. Notices: All notices required or permitted under these Terms shall be in writing and sent to the addresses specified in the Order Form or to the Company's registered office address.
13.6. Force Majeure: Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes, pandemics, strikes, or power outages.
Contact Information:
If you have any questions about these Terms of Service, please contact us at:
info@xbittech.ca
