Terms of service
TERMS OF SERVICE
Effective Date: November 14, 2025
THESE TERMS OF SERVICE (THE “AGREEMENT”) GOVERN CUSTOMER’S ACCESS TO AND USE OF THE SERVICES (AS DEFINED BELOW) PROVIDED BY AZYR AI INC. (“AZYR,” “COMPANY,” “WE,” “US,” OR “OUR”). BY (A) PURCHASING SERVICES THROUGH AN ONLINE ORDER FORM OR CHECKOUT PROCESS THAT REFERENCES THIS AGREEMENT, (B) CLICKING A BOX INDICATING ACCEPTANCE, OR (C) ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT.
THE INDIVIDUAL ACCEPTING THIS AGREEMENT REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND THE COMPANY OR LEGAL ENTITY IDENTIFIED IN THE APPLICABLE ORDER (“CUSTOMER”). IF SUCH INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER MUST NOT ACCESS OR USE THE SERVICES.
1. The Services
1.1 Service Description
Azyr is the owner and provider of AI-powered digital assistant software, including chatbot systems, email automation agents, integrations, configuration services, and related functionality (collectively, the “Services”). The Services may include artificial intelligence models, workflow automation tools, system integrations, documentation, onboarding materials, and related support. Customer acknowledges that the Services are cloud-based and delivered remotely. Customer will not receive access to or a copy of the underlying source code, object code, or proprietary systems used to operate the Services (collectively, the “Software”).
1.2 Installation and Onboarding Services
Certain Services require initial configuration, customization, integration, training, and deployment (the “Installation Services”). Installation Services are performed prior to or in connection with Customer’s access to the live environment of the Services and are billed as a one-time setup fee as specified in the applicable Order. Because Installation Services require allocation of technical resources, configuration time, and customization work specific to Customer’s systems, the Installation Fee is non-refundable once work has commenced.
1.3 Subscription and Access Rights
Subject to the terms of this Agreement and payment of applicable Fees, Customer may purchase a subscription to access and use the Services pursuant to one or more ordering documents, checkout screens, or invoices referencing this Agreement (each, an “Order”). Each subscription is valid for the period specified in the applicable Order (the “Subscription Period”). Customer’s access is limited to its internal business operations and authorized personnel (“Users”). Customer is responsible for all activities conducted under its account, including those of its Users.
1.4 Ownership
Azyr retains all right, title, and interest in and to the Services, the Software, documentation, improvements, updates, modifications, derivative works, and all related intellectual property rights. No implied licenses are granted under this Agreement. Except for the limited rights expressly granted herein, all rights are reserved by Azyr.
2. Fees and Payment
2.1 Fees
Customer agrees to pay all fees specified in the applicable Order (“Fees”), which may include a one-time Installation Fee and recurring subscription fees billed on a monthly or annual basis. All Fees are non-cancelable and non-refundable except as expressly stated in this Agreement. Fees are exclusive of taxes, and Customer is responsible for all applicable taxes, levies, or governmental charges associated with its purchase.
2.2 Monthly Subscriptions
If Customer purchases a monthly subscription, Fees will be billed in advance on a recurring monthly basis. Customer may cancel a monthly subscription at any time by providing notice through its account or by contacting Azyr in writing. Cancellation will prevent future billing but will not result in any prorated refund for the current billing period. Customer’s access to the services will continue until the end of the paid billing cycle.
2.3 Annual Subscriptions
If Customer purchases an annual subscription, Fees will be billed upfront for the full twelve (12) month Subscription Period. Annual subscriptions are non-cancellable and non-refundable during the active term. Customer may provide notice of non-renewal prior to the renewal date to prevent automatic renewal for a subsequent annual term. No partial refunds will be issued for early termination of an annual subscription.
2.4 Failure to Pay
If Customer fails to pay any Fees when due, within 15 days, Azyr may suspend or terminate access to the Services until payment is received. Customer remains responsible for all outstanding Fees accrued prior to suspension or termination.
3. Customer Responsibilities and Restrictions
Customer is responsible for all content, data, prompts, communications, and materials submitted to or processed through the Services (“Customer Content”). Customer represents and warrants that it has all necessary rights and permissions to use such Customer Content in connection with the Services and that its use of the Services complies with all applicable laws and regulations.
Customer agrees that it will not, and will not permit any third party to, modify, reverse engineer, decompile, copy, distribute, create derivative works of, or otherwise attempt to extract the source code of the Services. Customer will not use the Services to build a competing product or service, interfere with or disrupt the integrity or performance of the Services, or access the Services in violation of any applicable law.
4. Third-Party Services
The Services may integrate with or rely upon third-party platforms, applications, or services. Customer acknowledges that Azyr does not control such third-party services and is not responsible for their availability, functionality, or compliance with applicable laws. Customer’s use of third-party services is subject to the terms and conditions of those providers, and Azyr disclaims all liability arising from Customer’s use of such third-party services.
5. Term and Termination
This Agreement becomes effective on the Subscription Start Date specified in the applicable Order and continues for the duration of the Subscription Period and any renewals (the “Term”). Either party may terminate this Agreement if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days of written notice.
Upon termination or expiration, Customer’s access to the Services will cease. Termination does not relieve Customer of its obligation to pay any Fees accrued prior to the effective date of termination. Except as expressly provided herein, no refunds will be issued upon termination.
6. Data
Customer retains ownership of its Customer Content. Customer grants Azyr a limited, non-exclusive license to use, store, process, and transmit Customer Content solely for the purpose of providing and improving the Services.
Azyr may collect anonymized and aggregated data relating to system performance, usage metrics, and operational analytics (“Service Data”). Azyr owns all right, title, and interest in such aggregated and anonymized Service Data.
7. Confidentiality
Each party may disclose confidential or proprietary information (“Confidential Information”) to the other party. The receiving party agrees to protect such Confidential Information using reasonable care and to use it solely for purposes of performing under this Agreement. Confidential Information does not include information that becomes publicly available without breach of this Agreement or was lawfully known prior to disclosure.
8. Warranty Disclaimer
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AZYR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AZYR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AZYR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES.
AZYR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO AZYR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. General Terms
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship.
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the courts located in Ontario, Canada.
Azyr may update these Terms upon thirty (30) days’ notice by posting a revised version on its website. Continued use of the Services after such notice constitutes acceptance of the updated Terms.