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TERMS OF USE

PLEASE READ THESE TERMS CAREFULLY. BY SUBSCRIBING TO OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.

1. Overview These Terms of Service ("Terms") govern your access to and use of our Agentic AI Support Solution (the "Service"), offered by Kloudlyn Technologies Inc. ("Company," "we," "our").

2. Subscription and Use Clients may purchase annual subscriptions that include:

  • Access to chat and voice AI support agents
  • Initial discovery and implementation services
  • Optional limited trial services
  • Optional professional services

3. Client Responsibilities Clients agree to:

  • Provide accurate information
  • Use the Service in accordance with applicable laws
  • Not use the Service for unlawful, harmful, or abusive activities

4. Intellectual Property All content, software, and materials used in the Service are owned by the Company or its licensors (“Company Materials”). No rights are transferred except as explicitly granted. Clients will own all the proprietary materials provided by Clients to the Company (“Client Materials”).

5. Data and Confidentiality We treat all Client Materials as confidential. Clients remain the controller of personal data processed by the Service. We implement appropriate security safeguards and will not use client data for any purpose other than providing the Service.

6. Trial Subscriptions Trial subscriptions may be limited in duration and features. We reserve the right to terminate trial access at any time.

7. Payment and Renewal Annual fees are payable upfront or as agreed in writing. Subscriptions are renewed automatically unless canceled with ninety (90) days prior written notice.

8. Termination Either party may terminate the subscription:

  • With cause, if the other party materially breaches the Terms and fails to cure within 30 days.
  • Without cause, by providing ninety (90) days' notice before the renewal date (if agreed in the commercial agreement)

9. Limitation of Liability THE COMPANY SHALL NOT, UNDER ANY CIRCUMSTANCES WHATEVER, BE LIABLE FOR: (i) LOSS OF PROFITS; (ii) LOSS OF BUSINESS; (iii) DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES; (iv) LOSS OF ANTICIPATED SAVINGS; (v) LOSS OF CONTRACTS; (vi) LOSS OF USE; (vii) LOSS OR CORRUPTION OF DATA OR INFORMATION; OR (viii) ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PURE ECONOMIC LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICE IS LIMITED TO THE SUBSCRIPTION FEES PAID IN THE PRECEDING THREE (3) MONTHS FROM THE DATE OF SUCH CLAIM.

10. Disclaimers The Service is provided “as is.” We do not guarantee accuracy, reliability, or uptime of the AI output, and clients are responsible for reviewing responses before relying on them.

11. Governing Law These Terms are governed by the laws of the Province of Ontario, Canada, unless otherwise agreed in writing. The courts of the Province of Ontario, Canada, shall have the exclusive jurisdiction; however, the Company may bring a claim in any jurisdiction if the Company deems such action necessary to protect its intellectual property rights, including claims or actions to enforce judgments or orders in such jurisdiction.

11. Miscellaneous

 Force Majeure Event. The Company shall not be liable to Clients for any loss or damage which may be suffered as a direct or indirect result of the Company being delayed, prevented or hindered in the performance of any of its obligations under this agreement by reason of a Force Majeure Event. Force Majeure Event shall mean, any circumstances beyond the reasonable control of the Company including (but not limited to) act of God, act of war, law or action taken by a government, epidemic or pandemic, riot, strike, lock-out, trade dispute or labor disturbance, accident, break-down of plant or machinery, fire or flood, unusual physical or electrical stress or any failure or fluctuation in electrical power, air-conditioning or humidity controls or other factors which are subjected to the Service.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be addressed to the parties at the addresses set forth on the commercial agreement (or to such other addresses that may be designated by the receiving party from time to time in writing). Notices shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service or sent by e-mail (except for legal or termination notices) to the relevant party’s email address specified on the commercial agreement (or any other e-mail address notified by one party to the other in writing for this purpose).

Audit. Upon reasonable written notice and no more than once every calendar year, the Company may audit the Clients’ use of the Service to ensure that Clients’ use of the Service is in compliance with the Terms and the terms of the commercial agreement. Any such audit shall not unreasonably interfere with Clients’ normal business operations.

Independent Contractor. This agreement does not create any joint venture, partnership, agency, or employment relationship between the parties. The Company’s business partners and other third parties, including any third parties with which the Service has integrations or those that are retained by Clients to provide consulting services, implementation services or applications that interact with the Service, are independent of the Company and are not the Company’s agents. The Company is not liable for, bound by, or responsible for any problems with the Service or Client Materials and data arising due to any acts of any such business partner or third party, unless the business partner or third party is providing Service as the Company’s subcontractor on an engagement ordered under this agreement and, if so, then only to the same extent as the Company would be responsible for their resources under this agreement. Except as expressly provided in this agreement, a person who is not a party to this agreement shall not have any rights to enforce any term of this agreement.

Entire Agreement. This agreement, together with any other documents incorporated herein by reference, and related commercial agreement, exhibits and schedules, constitutes the sole and entire agreement of the parties to this agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

Amendments. Except as otherwise provided in the agreement, this agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this agreement or, in the case of waiver, by the party or parties waving compliance.

Change Requests. If Clients are looking for modifications to the Service, a request for a change (“Change Request”) may be made at any time during the term of the agreement subject to the agreed Change Control Procedure. In the event of a Change Request being made, the Company shall investigate and make recommendations in respect of the said Change Request and provide a written proposal that covers scope, cost, impact and timeline relative to the scope. For the purpose of this section, the Change Control Procedure means the Company’s standard change management procedure, unless otherwise agreed in writing by the parties. Any Change Request shall be agreed in writing by both parties. 

Publicity. The Company may issue a press release announcing the relationship with Clients and may use their name or logo in sales presentations or marketing materials to identify Clients as the Company’s customers.

Language. This agreement is deemed to be an English language agreement, and its interpretation is to be governed by said language. In the event of the agreement being translated into another language, this English language agreement will be the controlling version for any dispute or interpretation.

Severability. If any term or provision of this agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Assignment. Clients shall not assign or transfer their rights or obligations in connection with this agreement without the prior written consent of the Company. The Company may assign or transfer its rights or obligations in connection with this agreement to its affiliates or legal successors.

Counterparts. This agreement may be executed in multiple counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

Changes to the Terms. The Company may update these Terms. Continued use of the Service constitutes acceptance of the updated Terms.

Contact Us. For inquiries about these Terms, contact: legal@kloudlyn.ai