Terms of Service

These Terms of Service ("Terms") govern your access to and use of Agent Studio (the "Service"), a product of ViAi Technologies Inc. ("ViAi Technologies", "Company", "we", "us", or "our"), a company incorporated in British Columbia, Canada. The Service includes our website, platform, APIs, and related tools. By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Service. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to both you and that organization.

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is not directed to, and may not be used by, anyone under 18. By using the Service, you represent and warrant that you are at least 18 years old. You may use the Service only in compliance with these Terms and all applicable laws. You are solely responsible for your use of the Service and for any content, data, prompts, configurations, or agents you create, upload, or run ("Your Content").

You agree not to: (a) use the Service to build, train, or operate agents intended to harm, harass, defraud, deceive, or impersonate any person; (b) violate any law, regulation, or third party's intellectual property, privacy, or other rights; (c) reverse engineer, decompile, or attempt to extract the source code of the Service, except as permitted by law; (d) probe, scan, or test the vulnerability of the Service, or interfere with its normal operation; (e) use the Service to generate or distribute malware, spam, or unlawful content; (f) use automated means to access the Service beyond documented API usage; or (g) resell or sublicense the Service without our written consent. We may investigate and take appropriate action, including suspending or terminating your access, for any use we reasonably believe violates these Terms.

You may need to create an account to use certain features. You must provide accurate information and keep your account credentials, API keys, and connected third-party credentials secure. You are responsible for all activity that occurs under your account, whether or not authorized by you. Notify us promptly at our contact channel of any unauthorized use or suspected security breach. We are not liable for any loss or damage arising from your failure to safeguard your account.

The Service uses artificial intelligence, including large language models, to generate text, code, decisions, workflows, and other output ("AI Output"). AI Output is generated using probabilistic models and may be incomplete, inaccurate, outdated, biased, or otherwise unsuitable for your intended use, even when it appears confident or authoritative ("hallucinations"). We do not warrant or guarantee the accuracy, completeness, reliability, timeliness, or suitability of any AI Output for any purpose.

AI Output does not constitute legal, financial, medical, tax, investment, or other professional advice, and should not be relied upon as such. You are solely responsible for independently reviewing, verifying, and testing any AI Output before using, publishing, acting on, or relying on it — particularly for decisions with legal, financial, medical, safety, or other significant consequences. You should not use the Service, or any agent built with it, as the sole basis for any consequential decision without independent human review.

To the maximum extent permitted by law, we disclaim all liability for any loss, harm, cost, or damage arising from or related to AI Output, including errors, omissions, or actions taken (or not taken) in reliance on it.

The Service integrates with, and relies on, third-party large language model providers, cloud infrastructure providers, and other third-party services (collectively, "Third-Party Services") to operate, including but not limited to model providers such as OpenAI, Anthropic, and Google, as well as hosting, storage, and payment providers. We do not own, control, or operate these Third-Party Services.

We are not responsible or liable for: (a) the accuracy, availability, performance, or output of any Third-Party Service; (b) any change, deprecation, outage, price change, or discontinuation of a Third-Party Service; (c) any data handling, retention, or model-training practices of a Third-Party Service, which are governed by that provider's own terms and policies; or (d) any loss or damage arising from your or our use of a Third-Party Service. Your use of functionality that relies on a Third-Party Service may also be subject to that provider's terms, and you agree to comply with them where applicable.

The Service is a distributed system that depends on third-party infrastructure and AI model providers outside our control. We do not guarantee that the Service will be available, uninterrupted, timely, secure, or error-free. The Service may be unavailable or degraded due to maintenance, upgrades, outages at Third-Party Services, network issues, high demand, or circumstances beyond our reasonable control. Except where we have entered into a separate written service-level agreement with you, the Service is provided without any uptime or availability commitment, and we are not liable for any loss, cost, or damage resulting from downtime, delays, interruptions, or degraded performance.

We and our licensors own the Service, including our brand, software, models, workflows, and documentation. Nothing in these Terms transfers any of our intellectual property rights to you, except the limited right to use the Service as permitted here.

As between you and us, you retain ownership of Your Content. By using the Service, you grant us a limited, worldwide, non-exclusive license to host, store, process, transmit, and display Your Content solely as needed to provide, secure, and improve the Service (including sending relevant portions of Your Content to Third-Party Services as described in these Terms). We do not use Your Content to train third-party foundation models, and do not sell Your Content, without your consent. You are solely responsible for ensuring you have all rights necessary to submit Your Content to the Service and to any Third-Party Service it may be routed to.

Some parts of the Service may be paid. Fees, billing cycles, and payment terms will be presented before you commit, and may be processed by a third-party payment provider subject to that provider's terms. We may change pricing on a prospective basis with reasonable notice. Except as required by law or expressly stated in a refund policy, fees are non-refundable. You are responsible for any taxes applicable to your use of the Service, excluding taxes on our net income.

THE SERVICE, INCLUDING ALL AI OUTPUT AND THIRD-PARTY SERVICES ACCESSED THROUGH IT, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT ANY AI OUTPUT WILL BE ACCURATE OR RELIABLE. YOU USE THE SERVICE, AND ANY AI OUTPUT IT PRODUCES, ENTIRELY AT YOUR OWN RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) IN NO EVENT WILL VIAI TECHNOLOGIES INC., ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE, AI OUTPUT, OR ANY THIRD-PARTY SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

These limitations apply regardless of the legal theory on which a claim is based (contract, tort, negligence, strict liability, or otherwise) and will survive any failure of essential purpose of any limited remedy. Some jurisdictions do not allow certain limitations on implied warranties or exclusion of certain damages, so some of the above limitations may not apply to you in full; in such cases, our liability will be limited to the smallest extent permitted by applicable law.

You agree to defend, indemnify, and hold harmless ViAi Technologies Inc. and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) Your Content or any agent, workflow, or output you create, deploy, or distribute using the Service; (b) your violation of these Terms or applicable law; (c) your reliance on, or distribution of, any AI Output; or (d) your violation of any third party's rights.

We may suspend or terminate your access to the Service at any time, with or without notice, if we reasonably believe you have violated these Terms, created risk or legal exposure for us, or if required by law. You may stop using the Service and close your account at any time. Upon termination, your right to use the Service ends immediately; provisions of these Terms that by their nature should survive termination (including Sections 4, 5, 6, 7, 9, 10, 11, and 14) will survive.

We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, internet or utility failures, or outages or changes at any Third-Party Service, including AI model providers.

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles and without regard to the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising from these Terms or the Service shall be subject to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, and you consent to personal jurisdiction there.

These Terms, together with our Privacy Policy and any order forms or supplemental terms referenced herein, constitute the entire agreement between you and us regarding the Service and supersede any prior agreements. If any provision of these Terms is held unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full effect. Our failure to enforce any right or provision will not be a waiver of that right or provision. You may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets. There are no third-party beneficiaries to these Terms.

We may update these Terms from time to time. We will post the updated Terms on this page and update the "Last updated" date, and where changes are material, we will provide additional notice (for example, by email or in-product notice). Continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If you do not agree to the new Terms, you must stop using the Service.

For questions about these Terms, contact us at:

ViAi Technologies Inc.
Operating as Agent Studio HQ
British Columbia, Canada

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