Terms of Service

Xavarro AI provides AI automation consulting services, including but not limited to:

• Business process analysis and automation strategy development
• Custom AI solution design and implementation
• System integration and workflow automation
• AI tool selection and deployment consultation
• Training and ongoing support services

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We will make reasonable efforts to notify you of material changes that may affect your use of the Services.

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or the organization you represent. By using our Services, you represent and warrant that you meet these eligibility requirements.

Certain Services may require you to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access

You are responsible for maintaining the confidentiality of your account login credentials. You agree not to share your credentials with third parties. We are not liable for any loss or damage arising from your failure to protect your account information.

We reserve the right to investigate and take appropriate action against anyone who violates this Acceptable Use Policy, including:

• Removing or disabling access to content that violates these Terms
• Suspending or terminating accounts without prior notice
• Reporting violations to law enforcement authorities
• Taking legal action to protect our rights and interests

If you become aware of any violation of this Acceptable Use Policy, please report it to support@xavarro.com.

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, software, methodologies, and documentation, are owned by Xavarro AI or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your internal business purposes. This license does not include the right to:

• Copy, modify, or create derivative works of our content or Services
• Distribute, sublicense, or transfer your rights to others
• Use our intellectual property for commercial purposes without authorization
• Remove or alter any copyright, trademark, or proprietary notices

"Xavarro AI" and our logos are trademarks of Xavarro AI. You may not use these trademarks without our prior written permission. All other trademarks mentioned in connection with our Services are the property of their respective owners.

If you provide us with feedback, suggestions, or ideas about our Services, you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, implement, and commercialize such feedback without any obligation to you.

You retain all rights, title, and interest in and to any data, content, or materials you provide to us in connection with our Services ("Client Data"). You grant us a limited license to use Client Data solely for the purpose of providing Services to you.

We will treat Client Data as confidential and will not disclose it to third parties except:

• As necessary to provide Services to you
• With your prior written consent
• As required by law or legal process
• To our service providers bound by confidentiality obligations

You represent and warrant that:

• You have the right to provide Client Data to us
• Client Data does not violate any laws or third-party rights
• You have obtained all necessary consents for us to process Client Data

Fees for our Services will be specified in separate service agreements, proposals, or statements of work. Unless otherwise stated:

• All fees are in Canadian dollars (CAD) and are non-refundable
• Payment is due within 30 days of invoice date unless otherwise agreed
• Late payments may incur interest charges of 1.5% per month or the maximum allowed by law
• We may suspend Services for non-payment after reasonable notice

Unless otherwise agreed in writing, you are responsible for reimbursing reasonable out-of-pocket expenses incurred in connection with providing Services, including travel, software licenses, and third-party services.

Fees do not include applicable taxes. You are responsible for all sales, use, value-added, and other taxes, except for taxes based on our net income.

We warrant that we will provide Services in a professional and workmanlike manner consistent with industry standards. This is your sole and exclusive warranty.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement
• Warranties that the Services will be uninterrupted, error-free, or secure
• Warranties regarding the accuracy, reliability, or completeness of content

Our Services may integrate with or rely on third-party services, platforms, or AI technologies. We do not warrant the performance, availability, or suitability of these third-party services. Your use of third-party services is subject to their respective terms and conditions.

IN NO EVENT SHALL XAVARRO AI, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption or downtime
• Cost of substitute services

THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR $10,000, WHICHEVER IS LESS.

The limitations in this section do not apply to:

• Our indemnification obligations
• Violations of our intellectual property rights
• Fraud, gross negligence, or willful misconduct
• Death or personal injury caused by our negligence
• Liability that cannot be excluded or limited under applicable law

You may terminate your use of our Services at any time by providing written notice. Termination does not relieve you of obligations to pay fees incurred prior to termination.

We may suspend or terminate your access to our Services immediately without notice if:

• You violate these Terms or our Acceptable Use Policy
• You fail to pay fees when due
• Your use of Services poses a security or legal risk
• We are required to do so by law

Upon termination:

• Your right to access and use the Services will immediately cease
• We will cease providing Services to you
• You remain obligated to pay all outstanding fees
• Provisions that by their nature should survive will continue (e.g., confidentiality, limitation of liability, indemnification)

Upon termination, we will make Client Data available for download for a period of 30 days, after which we may delete such data unless otherwise required by law.

Before filing a formal dispute, you agree to contact us at support@xavarro.com to attempt to resolve the dispute informally. We will work in good faith to resolve disputes amicably.

These Terms 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 provisions.

Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts of the Province of Ontario, Canada, and you consent to personal jurisdiction and venue in such courts.

For disputes exceeding $10,000 CAD, either party may elect binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules. The arbitration will be conducted in Ontario, Canada, and judgment may be entered in any court of competent jurisdiction.

YOU AND XAVARRO AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

These Terms, together with our Privacy Policy and any service agreements, constitute the entire agreement between you and Xavarro AI regarding the Services and supersede all prior agreements and understandings.

We may modify these Terms at any time by posting the revised Terms on our website. Material changes will be communicated via email or prominent notice. Your continued use of Services after changes become effective constitutes acceptance of the modified Terms.

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision. If any provision is found invalid or unenforceable, the remaining provisions will continue in full force and effect.

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

Neither party will be liable for failure to perform obligations due to causes beyond its reasonable control, including natural disasters, war, terrorism, riots, pandemics, government actions, or internet service failures.

These Terms do not create any agency, partnership, joint venture, or employment relationship between you and Xavarro AI.

Notices to you may be sent to the email address you provided. Notices to us should be sent to support@xavarro.com. Notices are effective upon receipt.

You agree to comply with all applicable export and import control laws and regulations in your use of the Services.