Skip to content

Terms of Service

Effective Date: March 28, 2026

1. Agreement and Electronic Acceptance

These Terms of Service ("Terms") constitute a binding legal agreement between Logixa Technologies Inc. (operating as "Logixa AI," "we," "us," or "our") and you ("Client"). By signing a service order, creating an account, clicking "I agree," checking an acceptance box, or using the Platform in any way — including continued use after receipt of these Terms — you agree to these Terms in full. Electronic acceptance, including clicking a button or checkbox, constitutes a valid and binding signature with the same legal force and effect as a handwritten signature under applicable electronic commerce legislation.

If you are entering into these Terms on behalf of an entity, you represent and warrant that you have full authority to bind that entity and that the entity accepts these Terms.

If you do not agree to these Terms in full, you must not use the Platform.

2. Services

Logixa AI provides a managed Voice AI and telephony platform including AI phone answering, IVR, call routing, transcription, analytics, and related services (the "Services"). Specific services and pricing are set out in your service order.

We reserve the right to modify, suspend, discontinue, or add to the Services at any time with reasonable notice. Feature changes that do not materially degrade the core service do not constitute grounds for termination or refund.

3. Nature of AI Services — Critical Acknowledgments

By using the Platform, you expressly acknowledge and irrevocably agree to all of the following:

3.1 AI outputs are not guaranteed. The Platform uses artificial intelligence to process, respond to, and route telephone calls. AI-generated outputs — including spoken responses, transcripts, intent classifications, call summaries, routing decisions, and any information communicated to Callers — are generated probabilistically and may be inaccurate, incomplete, inappropriate, misleading, offensive, or wrong. We make no warranty of any kind regarding the accuracy, appropriateness, or fitness of any AI-generated output.

3.2 AI may say unexpected things. You acknowledge that AI systems can and do produce unexpected, incorrect, or inappropriate outputs including factually wrong information, misunderstandings of caller intent, failure to follow instructions, or responses that do not reflect your business policies. Logixa AI is not responsible for any such output and is not liable for any consequence arising from it, including but not limited to caller dissatisfaction, lost business, reputational harm, regulatory complaints, or any third-party claim.

3.3 AI is not a replacement for human judgment. The Platform is intended to augment your business operations, not to replace human oversight. You are solely responsible for monitoring AI performance, reviewing call logs and transcripts, and determining whether the AI is performing appropriately for your business. We strongly recommend regular review of call recordings and transcripts.

3.4 No uptime guarantee. We do not guarantee that the Platform will be available at any particular time or for any duration. The Platform may be unavailable due to scheduled maintenance, unscheduled outages, upstream provider failures, telecommunications disruptions, or other causes. We do not commit to any specific uptime percentage, service level, or response time unless expressly stated in a separate written SLA signed by an authorized officer of Logixa AI.

3.5 Calls may be missed or mishandled. The Platform may fail to answer calls, drop calls, misroute calls, fail to transfer calls to a human operator, or otherwise fail to handle calls as intended. You acknowledge that such failures may occur and agree that Logixa AI is not liable for any business, revenue, reputational, or other loss arising from missed, dropped, misrouted, or mishandled calls.

3.6 No guarantee of business outcomes. Logixa AI makes no representation or warranty that use of the Platform will result in increased revenue, improved customer satisfaction, reduced missed calls, or any other business outcome.

3.7 Data dependency. The accuracy and quality of AI outputs depends in part on the accuracy and quality of data, scripts, instructions, and integrations you provide. Logixa AI is not responsible for AI errors caused, contributed to, or exacerbated by inaccurate, incomplete, or outdated information provided by you or by third-party systems you have integrated with the Platform.

4. Client Representations and Warranties

You represent and warrant to Logixa AI, on a continuing basis throughout the term of these Terms, that:

  • You have full legal capacity and authority to enter into and perform your obligations under these Terms
  • Your use of the Platform is and will remain lawful in all applicable jurisdictions
  • The scripts, instructions, configuration data, and other information you provide to us do not and will not infringe any third-party intellectual property, privacy, or other rights
  • You have the legal right, and have obtained all required consents and authorizations, to record telephone calls made to and from your business in your jurisdiction
  • You are not subject to any sanctions, export restrictions, or debarment that would prohibit you from entering into this agreement or using the Services

Breach of any representation or warranty in this Section entitles us to terminate these Terms immediately and pursue all available remedies, and triggers your indemnification obligations under Section 14.

5. Fees, Billing, and Payment

  • Fees. All fees are in Canadian dollars (CAD) as set out in your service order.
  • Billing. Monthly subscription fees are billed in advance. Overages are billed at month-end.
  • Payment. You authorize us to automatically charge your payment method on file for all amounts owing without further authorization.
  • Late payment. Accounts more than seven (7) days past due may be suspended without notice. Interest accrues on overdue amounts at 2% per month (26.82% annually), compounded monthly, or the maximum rate permitted by law. We may engage collection agencies and you agree to pay all reasonable collection costs.
  • No refunds. All fees are non-refundable except as expressly required by applicable law. Unused minutes, credits, or prepaid amounts are not refundable. Service interruptions, AI errors, missed calls, downtime, or AI performance issues do not entitle you to any credit, refund, or fee reduction unless expressly agreed in writing by an authorized officer of Logixa AI.
  • Fee changes. We may change fees at any time with 30 days' notice. Continued use constitutes acceptance.
  • Taxes. You are responsible for all applicable taxes, levies, and duties arising from your use of the Services, excluding taxes on our net income.

6. Minimum Commitment and Cancellation

Your service order sets out any applicable minimum commitment period. Cancellation prior to the end of a minimum commitment does not relieve you of the obligation to pay all fees for the remainder of that period. After the minimum commitment, either party may cancel with 30 days' written notice.

7. Acceptable Use

You agree not to use the Platform to violate any law, harass or harm any person, transmit unsolicited communications in violation of CASL, impersonate any person, interfere with the Platform or our infrastructure, or use the Platform for any unintended purpose. We may suspend or terminate access immediately for any violation.

8. Client Responsibilities

You are solely responsible for:

  • Ensuring all required notices, consents, and disclosures are provided to Callers under applicable law before calls are processed
  • Compliance with PIPEDA, CASL, and all other applicable laws
  • The accuracy and completeness of all configuration instructions, scripts, and information provided to us
  • Monitoring AI performance and reviewing call recordings and transcripts on an ongoing basis
  • Promptly notifying us of any AI output you believe is inappropriate, incorrect, or harmful
  • All activity under your account

Logixa AI is a technology and managed services provider. We do not provide legal, medical, financial, or other professional advice. Compliance with applicable law is your responsibility entirely.

9. Pre-Sales Representations Disclaimer

These Terms, together with your signed service order, constitute the entire agreement between the parties. No representation, statement, promise, demonstration, or projection made by any employee, contractor, ISO, reseller, sales agent, or other representative of Logixa AI — whether oral or written, before or after the date of these Terms — constitutes a warranty, guarantee, or part of this agreement unless expressly set out in a signed service order or written amendment executed by an authorized officer of Logixa AI.

10. No Oral Modifications

These Terms may not be modified, amended, supplemented, or waived except by a written instrument signed by an authorized officer of Logixa AI. No oral agreement, email, chat message, or other informal communication constitutes a modification of these Terms regardless of who made the statement or in what context.

11. Beta and Experimental Features

Features designated as "beta," "preview," "experimental," "early access," or similar are provided with absolutely no warranty of any kind and are excluded entirely from any service level or uptime commitment. We may modify, suspend, or permanently discontinue any beta feature at any time without notice, liability, or compensation.

12. Disclaimer of Warranties

The Platform and all Services, including all AI-generated outputs, call handling, transcripts, intent classifications, routing decisions, and any information communicated to Callers or Clients, are provided "as is" and "as available" without warranty of any kind.

To the fullest extent permitted by applicable law, Logixa AI expressly disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement; any warranty that the Platform will be uninterrupted, error-free, available, or secure; any warranty that AI-generated outputs will be accurate, complete, appropriate, or fit for any purpose; any warranty that calls will be answered, routed, handled, or transferred correctly; and any warranty that the Platform will meet your requirements or produce any particular business result.

13. Limitation of Liability

13.1 No consequential damages. In no event will Logixa AI, its directors, officers, employees, contractors, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including but not limited to lost profits, lost revenue, lost business opportunities, loss of customers or goodwill, reputational harm, business interruption, loss arising from missed or mishandled calls, loss arising from AI errors or AI producing incorrect output, or any third-party claim arising from AI-generated content. This exclusion applies even if Logixa AI has been advised of the possibility of such damages.

13.2 Liability cap. Our total cumulative liability for any and all claims arising out of or relating to these Terms or the Services will not exceed the total fees paid by you to Logixa AI in the three (3) months immediately preceding the event giving rise to the claim.

13.3 One-directional exclusion. The exclusion of consequential damages in Section 13.1 applies only in favour of Logixa AI. If you breach these Terms, fail to pay amounts owing, misuse the Platform, or trigger your indemnification obligations, Logixa AI may pursue all available remedies including consequential and indirect damages without limitation.

13.4 Essential basis. You acknowledge that the limitations in this Section reflect a reasonable and negotiated allocation of risk and are an essential element of the basis of the bargain. Logixa AI would not provide the Services at the pricing offered without these limitations.

14. Indemnification

You agree to indemnify, defend, and hold harmless Logixa Technologies Inc. and its directors, officers, employees, contractors, ISOs, and agents from and against any and all claims, damages, losses, regulatory fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:

  • Your use of the Platform or Services
  • Your violation of these Terms or any applicable law
  • Your failure to obtain required consents or provide required notices to Callers
  • Any claim by a Caller or third party arising from AI-generated content communicated during a call
  • Any claim arising from a missed call, dropped call, misrouted call, or service outage
  • Any content, scripts, instructions, configuration, or data you provided to us
  • Any reliance by you or any third party on AI-generated output
  • Any integration, API connection, or third-party data feed you enabled or provided

15. Insurance

You agree to maintain, at your own expense, throughout the term of these Terms and for a period of not less than two (2) years following termination, commercial general liability insurance in an amount not less than $1,000,000 CAD per occurrence. You will provide us with evidence of such insurance upon request.

16. Intellectual Property, Feedback, and Benchmarking

16.1 Our IP. All software, algorithms, AI models, data structures, trademarks, and other intellectual property constituting the Platform are and remain the sole property of Logixa Technologies Inc.

16.2 Your content. You retain ownership of configuration data, scripts, and business information you provide. You grant us a non-exclusive, worldwide, royalty-free, perpetual license to use, reproduce, process, and store such content to deliver and improve the Services.

16.3 Derived data. We own all anonymized data, aggregated datasets, AI performance data, and derived insights generated through operation of the Platform.

16.4 Feedback. Any feedback, suggestions, feature requests, or recommendations you provide are provided on a non-confidential, royalty-free basis. You irrevocably assign to Logixa AI all rights in all Feedback.

16.5 No benchmarking. You may not, without our prior written consent, conduct, publish, or share any performance benchmark, stress test, or comparative evaluation of the Platform.

16.6 No reverse engineering. You may not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, architecture, training methodology, model weights, or underlying logic of any component of the Platform.

17. Telephone Recording and AI Disclosure Compliance

You acknowledge that recording telephone conversations and deploying AI in customer-facing communications may be subject to federal and provincial laws. You agree to comply with all applicable requirements and to indemnify Logixa AI from any claim arising from your failure to do so. Logixa AI provides the technical means; legal compliance is solely your responsibility.

18. Confidentiality

Each party agrees to keep the other's confidential information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or to fulfill obligations under these Terms. This obligation survives termination for a period of five (5) years.

19. Non-Solicitation

During the term and for twelve (12) months following termination, you agree not to directly or indirectly solicit, recruit, hire, or engage any employee, contractor, or agent of Logixa AI who was involved in providing services to you. A violation entitles Logixa AI to liquidated damages equal to six (6) months of the applicable individual's annual compensation.

20. Publicity and Marketing Rights

You grant Logixa AI the right to identify you as a client and to use your business name, trade name, and logo in our marketing materials, website, case studies, sales presentations, and investor materials. You may opt out by providing written notice to legal@logixa.ai.

21. No Third-Party Beneficiaries

These Terms are for the sole benefit of Logixa AI and you. Nothing in these Terms is intended to confer upon any other person or entity any right, benefit, or remedy, including any Caller who interacts with AI services deployed through the Platform.

22. Force Majeure

Logixa AI is not liable for any delay or failure in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, pandemics, telecommunications failures, internet outages, third-party infrastructure provider failures, power failures, cyberattacks, government actions, or labor disputes. Our obligations are suspended for the duration of the force majeure event.

23. Export Controls and Sanctions Compliance

You represent and warrant that you and all users of your account are not subject to any trade sanctions, export controls, or embargo administered by the Government of Canada, the United States, the European Union, or any other applicable authority. We reserve the right to immediately suspend or terminate your access if we reasonably believe you are in violation of this section.

24. Termination

24.1 By you. You may terminate in accordance with Section 6.

24.2 By us. We may suspend or terminate immediately and without notice for breach, non-payment, violation of Section 4, or any conduct we determine poses risk to our platform, other clients, or third parties.

24.3 Effect of termination. Upon termination, your access ceases immediately. Fees owed through the date of termination remain payable in full. We may retain your data per our Privacy Policy. Sections 3, 4, 12, 13, 14, 16, 18, 19, 21, and 25 survive termination indefinitely.

25. Dispute Resolution, Arbitration, and Class Action Waiver

25.1 Mandatory arbitration. All disputes, claims, or controversies arising out of or relating to these Terms, the Platform, or the Services shall be finally resolved by binding private arbitration administered by the ADR Institute of Canada under its National Arbitration Rules. The arbitration shall be conducted in Ontario, Canada, in the English language, before a single arbitrator. The arbitrator's decision shall be final and binding.

25.2 Class action waiver. All claims must be brought in your individual capacity and not as a plaintiff or class member in any class action, collective action, or representative proceeding. You expressly waive any right to participate in a class action or class-wide arbitration against Logixa AI.

25.3 Jury trial waiver. To the fullest extent permitted by applicable law, both parties irrevocably waive any right to a trial by jury.

25.4 Waiver of injunctive relief. You waive any right to seek injunctive, equitable, or other non-monetary relief against Logixa AI. Your sole remedy is monetary damages, subject to the caps and exclusions in Section 13.

25.5 Shortened limitation period. Any claim must be commenced within six (6) months of the date on which the claimant knew or reasonably should have known of the facts giving rise to the claim.

25.6 Governing law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada. To the extent any dispute is not subject to arbitration, the parties consent to the exclusive jurisdiction of the courts of Ontario.

26. General

  • Entire agreement. These Terms, your service order, and any ISO Agreement constitute the entire agreement and supersede all prior agreements.
  • Severability. If any provision is found unenforceable, the remainder continues in full force.
  • No waiver. Failure to enforce any right is not a waiver of that right.
  • Assignment. You may not assign these Terms without our prior written consent. We may assign freely.
  • Relationship. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship.

27. Contact

Logixa Technologies Inc.
Niagara Falls, Ontario, Canada
legal@logixa.ai