1. Acceptance of Terms
Welcome to Adivor! These Terms of Service (“Terms”) govern your access to and use of the website https://adivor.ca (the “Site”) and the services offered by Agroware Inc., doing business as Adivor (“Adivor,” “we,” “us,” or “our”). By accessing or using the Site or our services, you (“you” or “Client”) agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Site or our services.
2. Description of Services
Adivor provides a range of artificial intelligence (AI) related services, including but not limited to:
(Hereinafter collectively referred to as “Services”)
3. Client Responsibilities
3.1. Accurate Information: You agree to provide accurate, current, and complete information when engaging with Adivor, including during registration, project initiation, and throughout the provision of Services.
3.2. Compliance with Laws: You are responsible for ensuring that your use of the Site and our Services complies with all applicable federal, provincial, and local laws and regulations in Canada, including those related to data privacy, intellectual property, and export control.
3.3. Necessary Resources: Depending on the nature of the Services, you may be required to provide Adivor with access to data, systems, personnel, or other resources necessary for the successful delivery of the Services. You agree to provide such resources in a timely and cooperative manner.
3.4. Payment: You agree to pay all fees and charges associated with the Services as agreed upon in a separate Statement of Work (SOW), proposal, or other written agreement.
3.5 Ethical use of AI: You are responsible for the ethical use of any AI solution developed in a joint effort with Adivor. You pledge to avoid any usage of the developed solutions that can be harmful to any particular individual or group or to society as a whole.
4. Adivor’s Responsibilities
4.1. Professional Services: Adivor agrees to provide the Services with reasonable care, skill, and diligence, in a professional manner consistent with industry standards.
4.2. Confidentiality: Adivor will treat your confidential information with the same degree of care that it uses to protect its own confidential information,1 as further detailed in our Privacy Policy.
4.3. Intellectual Property: Unless otherwise agreed in a separate written agreement, Adivor retains ownership of all pre-existing intellectual property rights in its tools, technologies, and methodologies used in the provision of Services. Any new intellectual property developed specifically for you during the provision of Services will be addressed in a separate agreement.
5. Fees and Payment
5.1. Fees: Fees for Services will be outlined in a separate SOW, proposal, or other written agreement.
5.2. Payment Terms: Unless otherwise specified, invoices are due within thirty (30) days of the invoice date. Late payments may be subject to interest charges.
5.3. Taxes: You are responsible for all applicable taxes, including but not limited to Goods and Services Tax (GST), Harmonized Sales Tax (HST), and Provincial Sales Tax (PST).
6. Intellectual Property
6.1. Adivor’s Intellectual Property: All intellectual property rights in the Site, its content, and Adivor’s pre-existing tools, technologies, and methodologies remain the sole property of Adivor or its licensors.
6.2. Client’s Intellectual Property: You retain ownership of your pre-existing intellectual property.
6.3. Deliverables: Ownership of any deliverables created specifically for you under a SOW will be determined in the applicable SOW. Unless otherwise stated, Adivor grants you a non-exclusive, non-transferable license to use such deliverables solely for your internal business purposes.
7. Confidentiality
7.1. Definition: “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”),2 whether orally or in writing, that is designated as confidential3 or that, under the circumstances surrounding disclosure, ought to be treated as confidential.4
7.2. Obligations: The Receiving Party agrees to: (a) protect the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care that it uses to protect its own confidential information5 of like kind (but in no event less than reasonable care);6 (b) not use the Disclosing Party’s Confidential Information for any purpose outside the scope of these Terms or any applicable SOW; and (c) not disclose the Disclosing Party’s Confidential Information to any third party except its employees, contractors, and agents who need to know such information for the purpose of fulfilling the Receiving Party’s obligations under these Terms or any applicable SOW and who are bound by confidentiality obligations at least as restrictive as those contained herein.
7.3. Exceptions: The Receiving Party’s obligations under this Section 7 will not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party without an obligation of confidentiality;7 (c) is rightfully received by the Receiving Party from a third party without an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.8
7.4 Compelled Disclosure: The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.9
8. Term and Termination
8.1. Term: These Terms shall commence on the date you first access or use the Site or our Services and shall continue until terminated as set forth herein.
8.2. Termination for Convenience: Either party may terminate these Terms or any active SOW for convenience upon thirty (30) days’ written notice to the other party.
8.3. Termination for Cause: Either party may terminate these Terms or any active SOW for cause immediately upon written notice if the other party: (a) breaches any material provision of these Terms or any applicable SOW and fails to cure such breach within fifteen (15) days after written notice of the breach; (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) engages in any conduct that materially harms the reputation or business of the other party.
8.4. Effect of Termination: Upon termination of these Terms or any SOW: (a) you shall immediately cease all use of the Site and the applicable Services; (b) you shall pay Adivor all outstanding fees and charges accrued up to the date of termination; and (c) each party shall return or destroy all Confidential Information of the other party in its possession or control.
9. Disclaimer of Warranties
9.1. No Implied Warranties: The Site and Services are provided “as is” and “as available” without any warranties of any kind, either express or10 implied. Adivor disclaims all warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and11 non-infringement.
9.2. No Guarantee of Results: Adivor does not guarantee any specific results from the use of the Site or its Services. The success of any AI project depends on various factors, including but not limited to the quality of data, the complexity of the problem, and the Client’s commitment to the project.
10. Limitation of Liability
10.1. Exclusion of Damages: To the fullest extent permitted by applicable law, in no event shall Adivor be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses,12 arising out of or relating to your access to or use of the13 Site or Services, even if Adivor has been advised of the possibility of such damages.
10.2. Liability Cap: In no event shall Adivor’s aggregate liability for all claims arising out of or relating to these Terms or your use of the Site or Services exceed the amount of fees paid by you to Adivor under the applicable SOW during the twelve (12) month period preceding the date the claim arose.
11. Indemnification
You agree to indemnify, defend, and hold harmless Adivor, its officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’14 fees) arising out of or relating to: (a) your use of the Site or Services; (b) your violation of these Terms;15 (c) your violation of any rights of a third party; or (d) your negligence or willful misconduct.
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 Ontario and the federal16 laws of Canada applicable therein, without regard to its conflict of law provisions.
12.2.17 Dispute Resolution: Any dispute arising out of or relating to these Terms or your use of the Site or Services shall be resolved through binding arbitration in Toronto, Ontario, in accordance with the rules of the ADR Institute of Canada. The language of the arbitration shall be English. The arbitrator’s decision shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having18 jurisdiction thereof.19
13. General Provisions
13.1. Entire Agreement: These Terms, together with any applicable SOWs and our Privacy Policy, constitute the entire agreement between you and Adivor with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether oral or written, between20 you and Adivor.
13.2. Waiver: No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.21
13.3. Severability: If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.22
13.4. Assignment: You may not assign these Terms or any of your rights or obligations hereunder without Adivor’s prior written consent. Adivor may freely assign these Terms or any of its rights or obligations hereunder.
13.5. Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when23 delivered in person, upon the first business day following deposit in the mail, postage prepaid, certified or registered, return receipt requested, addressed as follows:
If to24 Adivor: Agroware Inc. (d.b.a. Adivor) [Address Line 1] [Address Line 2] [City, Province, Postal Code] Canada Attention: Legal Department
If to you: At the email or physical address you provided during registration or project initiation.
Or to such other address as either party may designate in writing from time to time.
13.6 Relationship of the Parties: The parties are independent contractors. These Terms do not create a partnership, joint venture,25 agency, or employment relationship between the parties.
13.7. Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including but not limited26 to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents,27 strikes, or shortages of transportation facilities, fuel, energy, labor, or materials28 (a “Force Majeure Event”).
13.8. Survival: Sections 6 (Intellectual Property), 7 (Confidentiality), 8.4 (Effect of Termination), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Governing Law and Dispute Resolution), and 13 (General Provisions) shall survive any termination or expiration of these Terms.
14. Changes to these Terms
We may update these Terms from time to time. The updated version will be indicated by an updated “Revised” date and the updated version will be29 effective as soon as it is accessible. If we make material changes to30 these Terms, we may notify you either by prominently posting a notice of such changes or by directly sending you a notification. We encourage you to review31 these Terms frequently to be informed of how we are managing the agreement between us.
15. Contact Us
If you have any questions about these Terms, please contact us:
