Terms of Service

These Terms of Service ("Terms") are a binding agreement between you ("you" or "Client") and ClyxAI ("ClyxAI," "we," "us," or "our") governing your access to and use of clyxai.com, our communications, and any service we deliver (collectively, the "Services"). By using the Services you accept these Terms.

1. The Services

ClyxAI designs, configures, and operates custom lead conversion systems on behalf of Clients. This may include lead qualification, automated follow-up sequences, appointment scheduling, and optional human SDR support. The specific scope, pricing, and deliverables are set out in your order form, proposal, or statement of work (the "Order"). The Order prevails over any inconsistency with these Terms.

2. Eligibility and account

You must be at least 18 years old and authorized to bind your business to these Terms. You are responsible for maintaining the confidentiality of any credentials provided to us and for all activity under your account.

3. Client responsibilities

• Provide accurate information about your business, customers, products, and pricing;
• Grant and maintain the integrations, permissions, and access required for us to deliver the Services;
• Review and approve messaging before it goes live to your leads;
• Comply with all laws applicable to your business and the communications we send on your behalf, including Canada's Anti-Spam Legislation (CASL), PIPEDA, Quebec's Law 25, and — where your leads are located outside Canada — equivalent laws such as the TCPA, CAN-SPAM, GDPR, and CCPA; and
• Ensure you have the legal right and consent to contact the leads provided to us.

4. Acceptable use

You agree not to use the Services to:

• Send unlawful, deceptive, harassing, or unsolicited communications;
• Impersonate any person or misrepresent your relationship with any person or business;
• Infringe any intellectual-property, privacy, or publicity right;
• Interfere with, attempt to reverse-engineer, or disrupt the Services; or
• Promote illegal products or activities.

5. Fees and payment

Fees are set out in your Order. Unless otherwise stated, fees are billed monthly in advance, non-refundable, and payable in Canadian dollars. Applicable taxes (GST/QST) will be added where required. Late payments accrue interest at 1.5% per month or the maximum rate allowed by law. We may suspend the Services for non-payment after reasonable notice.

6. Term and termination

These Terms apply for the period stated in your Order. Either party may terminate for material breach if the breach is not cured within 14 days of written notice. Upon termination, we will stop the Services and, on request, delete or return your data in our possession, subject to backups and legal retention requirements.

7. Intellectual property

We retain all rights in the ClyxAI platform, methodology, workflows, prompts, templates, and any software or tools we develop. You retain all rights in your brand, customer data, and content you provide. You grant us a limited, non-exclusive license to use that material solely to deliver the Services. We may reference your business name and logo as a client in marketing materials unless you request otherwise in writing.

8. Confidentiality

Each party will protect the other's confidential information using at least the same care it uses for its own, and will use it only to perform under these Terms. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law.

9. Disclaimers

The Services are provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee specific results, lead quality, booking volume, or revenue.

10. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or data. Our total aggregate liability under these Terms will not exceed the fees you paid us in the three (3) months preceding the event giving rise to the claim.

11. Indemnification

You will defend, indemnify, and hold ClyxAI harmless from any claim arising out of your data, your instructions to us, your use of the Services in violation of these Terms, or your violation of any law (including communications, privacy, and consumer-protection laws).

12. Governing law and disputes

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. Any dispute will be resolved exclusively in the courts of the judicial district of Montreal, Quebec, and you consent to that jurisdiction and venue. Nothing in these Terms prevents either party from seeking injunctive relief in any court of competent jurisdiction.

The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que ces conditions et tous les documents connexes soient rédigés en anglais.

13. Changes to these terms

We may update these Terms from time to time. The revised version will be posted here with a new "Last updated" date. Continued use of the Services after the effective date constitutes acceptance of the new Terms.

14. Contact

Questions about these Terms? Email [email protected].