Terms of Service

These Terms of Service (the "Terms") constitute a legally binding agreement between you ("Client", "you") and NeoAgora ("NeoAgora", "we", "us"), the operator of the neoagora.ca platform. By creating an account, accessing or using our services, you acknowledge that you have read, understood and agreed to these Terms in their entirety.

• "Platform" means the NeoAgora software, websites, mobile interfaces, APIs, AI agents and associated services.
• "Content" means any data, text, image, document, configuration or other material uploaded, published or generated through the Platform.
• "AI Agent" means any artificial intelligence assistant, chatbot or generative tool made available on the Platform, including third-party models.
• "End User" means any person interacting with a website, chatbot or interface operated by the Client through the Platform.

NeoAgora provides a SaaS platform enabling Clients to create websites, deploy AI agents, manage members, contacts and content. Some features rely on reputable third-party service providers whose terms apply in addition to the present Terms. NeoAgora may add, modify or discontinue features at any time, with reasonable notice for material changes.

You undertake not to: (a) violate any applicable law, including consumer protection, privacy, intellectual property and anti-spam laws (CASL); (b) publish content that is illegal, defamatory, hateful, discriminatory or infringing; (c) attempt to access, probe or disrupt the Platform outside of authorized use; (d) use the Platform to send unsolicited commercial communications without proper consent and unsubscribe mechanisms; (e) reverse-engineer, resell or sublicense the Platform without our written consent; (f) use the AI Agents to generate content that violates the usage policies of our AI providers or applicable law.

You are and remain the sole owner of the Content you upload. You grant NeoAgora a limited, non-exclusive, worldwide license to host, reproduce, display and process the Content for the sole purpose of operating the service on your behalf. You represent and warrant that you have obtained all consents, rights and authorizations required by applicable law before uploading any personal information or third-party content. You are solely responsible for the Content and for any claim arising from it.

The AI Agents provide informational outputs based on probabilistic language models. They may produce inaccurate, outdated, incomplete or misleading content ("hallucinations") and must not be relied upon as professional, legal, accounting, fiscal, medical or financial advice. The Client and its End Users are solely responsible for verifying the accuracy and appropriateness of any AI-generated content before acting on it. NeoAgora disclaims any liability for decisions made on the basis of AI Agent outputs. Conversations are kept for security, quality and abuse-prevention purposes. The Client's data is used only to provide the service; NeoAgora does not use it to train AI models. The AI Disclosure sets out its providers' commitments.

Subscription fees are billed in advance on a monthly or annual basis according to the plan selected. All fees are in Canadian dollars unless otherwise specified and exclusive of applicable taxes (GST/QST/HST). Late payments may result in suspension of the account without notice and accrue interest at 1.5% per month (19.56% per year). You may cancel at any time; cancellation takes effect at the end of the current billing period and does not entitle you to a refund of fees already paid, except as required by applicable consumer protection law.

The Platform, its source code, design, pre-configured AI agents, documentation and trademarks are and remain the exclusive property of NeoAgora. You are granted a non-exclusive, non-transferable, revocable license to use the Platform strictly in accordance with these Terms and your active subscription. Any feedback, suggestion or contribution you provide may be used by NeoAgora without restriction or compensation.

The Platform is provided "as is" and "as available", without any service level guarantee. We endeavour to maintain reasonable availability but do not warrant uninterrupted, error-free or secure operation. Scheduled or emergency maintenance may occur without prior notice. The Platform depends on third-party infrastructure (cloud, AI providers, email, payment processors); NeoAgora is not liable for interruptions, failures or security incidents originating from these third parties.

To the fullest extent permitted by law, NeoAgora disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, security and uninterrupted access. You assume all risk arising from your use of the Platform and the AI Agents.

To the fullest extent permitted by applicable law, NeoAgora's aggregate liability for any and all claims arising from or relating to these Terms or the Platform shall not exceed the total amount paid by the Client to NeoAgora during the twelve (12) months preceding the event giving rise to the claim. In no event shall NeoAgora be liable for any indirect, incidental, special, consequential, punitive or exemplary damages, including loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill or reputational harm, even if advised of the possibility of such damages. Certain jurisdictions do not allow the exclusion of certain warranties or limitation of liability; in such cases, the above limitations apply to the maximum extent permitted by law.

You agree to defend, indemnify and hold harmless NeoAgora, its directors, officers, employees, suppliers and partners from and against any claim, demand, action, proceeding, liability, loss, damage, cost or expense (including reasonable legal fees) arising from or related to: (a) your Content; (b) your use of the Platform in breach of these Terms or applicable law; (c) any breach by you of privacy obligations toward your End Users; (d) any dispute with an End User, member or third party arising from your operation of services through the Platform.

NeoAgora shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, civil unrest, governmental action, labour disputes, internet failures, cyberattacks, or failures of third-party services.

NeoAgora may suspend or terminate your account immediately, without notice and without refund, if you breach these Terms, fail to pay, use the Platform unlawfully or in a manner that jeopardizes other clients, our infrastructure or our reputation. Upon termination, you will have thirty (30) days to export your data, after which your data may be permanently deleted. Sections that by their nature should survive termination (notably IP, liability, indemnification, governing law) shall survive.

We may modify these Terms at any time. Material changes will be notified by email or in-app notice at least thirty (30) days before they take effect. Your continued use of the Platform after the effective date constitutes acceptance of the revised Terms. If you do not accept the changes, your sole remedy is to terminate your subscription.

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-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The courts of the judicial district of Montreal shall have exclusive jurisdiction over any dispute, subject to the following. For Clients whose head office is located outside Quebec, any dispute that cannot be resolved amicably shall, at the Client's option, be finally settled by confidential arbitration under the rules of the ADR Institute of Canada (ADRIC), seated in Montreal, before a single arbitrator, conducted in English or French.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. These Terms, together with the Privacy Policy, the AI Disclosure and the Legal Notices, constitute the entire agreement between the parties and supersede all prior communications.

For any question regarding these Terms, please contact us at [email protected].