Terms & Conditions

Terms & Conditions

Software as a Service Agreement

Effective March 16th 2026

This Software as a Service (SaaS) Agreement, including the Order Form which by this reference is incorporated herein (this “Agreement”), is a binding agreement between Matador.IA Inc. (“Company”) and the person or entity identified on the Order Form as the user of the Services (“Customer”) effective as of the Effective Date. Company and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

COMPANY PROVIDES THE SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY SIGNING THE ORDER FORM YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, COMPANY WILL NOT AND DOES NOT LICENCE THE SERVICES TO CUSTOMER AND YOU MUST NOT USE THE SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR CUSTOMER’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENCE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT.

WHEREAS, Company provides access to the Services to its customers; 

AND WHEREAS, Customer desires to access the Services, and Company desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.
   1. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.
   2. “Automation” means any automated process, workflow, or function provided by the Services that executes tasks or operations without direct human intervention.
   3. “Erroneous Output” means any incorrect, incomplete, or unintended result, action, or output produced by the Services or any Automation, including but not limited to errors in data processing, incorrect message delivery, unintended message recipients, duplicate messages, or failure to execute intended actions.
   4. “Confidential Information” has the meaning set forth in 6.
   5. “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services, including but not limited to Recorded Communications and Transcripts as defined in Section 9(a)(i). 
   6. “Documentation” means Company’s user manuals, handbooks, and guides relating to the Services provided by Company to Customer either electronically or in hard copy form/end user documentation relating to the Services available at: NOT AVAILABLE AT THE MOMENT.
   7. “Effective Date” means the date on which the Customer accepts this Agreement and the Order Form, thereby agreeing to be legally bound by the terms of this Agreement.
   8. “Feedback” has the meaning set forth in Section 7(c).
   9. “Fees” has the meaning set forth in Section 5(a).
   10. “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
   11. “Initial Term” has the meaning set forth in Section 11(a).
   12. “Losses” has the meaning set forth in Section 9(a)(i).
   13. “Notice” has the meaning set forth in Section 12(c).
   14. “Order Form” means the order form filled out and submitted by or on behalf of Customer, and accepted by Company, for the Services.
   15. “Company IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Company IP does not include Customer Data.
   16. “Renewal Term” has the meaning set forth in Section 11(a).
   17. “Service Suspension” has the meaning set forth in Section 2(e).
   18. “Services” means the software-as-a-service offering as described in the Order Form relating to this Agreement, which Services may include call recording and transcription features that enable Customer to record telephone calls, video calls, or other communications (“Recorded Communications“) and to generate written transcripts of such Recorded Communications (“Transcripts“).
   19. “Term” has the meaning set forth in Section 11(a).
   20. “Third-Party Claim” has the meaning set forth in Section 9(a)(i). 
2. Access and Use. 
   1. Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all the terms and conditions of this Agreement, Company hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(j)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Company shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. 
   2. Documentation Licence. Subject to the terms and conditions contained in this Agreement, Company hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 12(j)) licence to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
   3. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   4. Reservation of Rights. Company reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Company IP.
   5. Suspension. Notwithstanding anything to the contrary in this Agreement, Company may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Company reasonably determines that (A) there is a threat or attack on any of the Company IP, (B) Customer’s or any Authorized User’s use of the Company IP disrupts or poses a security risk to the Company IP or to any other customer or vendor of Company, (C) Customer, or any Authorized User, is using the Company IP for fraudulent or illegal activities, (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) Company’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Company has suspended or terminated Company’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Company shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Company shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. 
3. Customer Responsibilities.
   1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use all reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. 
   2. Customer is further responsible for actively monitoring and managing the access to the Services by Authorized Users and ensuring that all use of the Services by Authorized Users complies with the terms and conditions set forth in this Agreement. Customer shall promptly notify Company of any unauthorized access or use of the Services or any other breaches of security. Customer agrees to provide reasonable assistance to Company in the investigation and remediation of any unauthorized access or use or other breaches of security. Customer is responsible for ensuring that Authorized Users are aware of and comply with the terms of this Agreement, including any use restrictions and obligations related to the confidentiality and security of the Services. Customer shall take all reasonable steps to prevent any unauthorized access to, or use of, the Services and shall promptly report to Company any unauthorized access or use of which it becomes aware. For clarity, Customer is solely responsible for managing consents, including but not limited to obtaining prior express written consent from individuals before sending text messages, making calls, sending emails, or recording communications, maintaining records of such consents, and promptly removing individuals from Customer’s contact list upon request or revocation of consent. Customer shall maintain and manage its own do-not-call lists, opt-in and opt-out records, call recording consent records, and shall be solely responsible for ensuring compliance with all applicable consent management requirements, regardless of any integration or functionality provided by the Services to assist with such management. Customer acknowledges that Company does not automatically detect or sync changes made to Customer’s internal systems or third-party integrations regarding opt-in/opt-out status, do-not-call lists, or call recording consent status. Customer is solely responsible for ensuring that any changes to consent status, opt-in/opt-out records, call recording consent records, or do-not-call lists are properly updated both within Customer’s own systems and the Services, regardless of where such changes originate. Company shall not be liable for any failures, delays, or errors in updating such information or any resulting non-compliance with applicable laws, including but not limited to laws governing call recording and transcription. Customer shall ensure that all communications sent via the Services, and all recordings and transcriptions made via the Services, are compliant with relevant laws and regulations and do not violate the rights of any third parties.
   3. Compliance with Anti-Spam Laws. Customer agrees to comply with the Telephone Consumer Protection Act (“TCPA”), Canada’s Anti-Spam Legislation (“CASL”), and all other applicable federal, state, provincial, and local laws and regulations, as applicable to this Agreement, regarding spam and telecommunications, including those relating to advertising, marketing, and other forms of communication. Customer shall obtain and maintain all necessary consents, approvals, and authorizations required under such laws and regulations to send texts, make calls, or send emails to its end users, customers, or any third party in the course of using the Services.
   4. Regulatory Compliance – Customer’s Sole Responsibility. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS, AND LEGAL REQUIREMENTS RELATED TO CALL RECORDING, CALL TRANSCRIPTION, AND THE USE OF RECORDED COMMUNICATIONS AND TRANSCRIPTS, INCLUDING BUT NOT LIMITED TO: (A) all applicable federal, provincial, state, territorial, municipal, and foreign laws governing the recording of telephone calls, video calls, or other communications, including one-party consent laws, two-party consent laws, all-party consent laws, and any other consent requirements; (B) applicable privacy laws and regulations; (C) requirements to provide notice to all parties to a communication that the communication is being recorded; (D) requirements to obtain prior express consent from all parties to a communication before recording such communication; (E) requirements to maintain records of consents obtained; (F) requirements to provide access to, correction of, or deletion of recorded communications and transcripts upon request; (G) requirements related to the storage, retention, security, and disposal of recorded communications and transcripts; (H) requirements related to cross-border data transfers; (I) any other applicable laws, regulations, rules, or legal requirements related to the recording, transcription, storage, use, or disclosure of communications. 
   5. Customer Obligations. Customer shall: (A) implement and maintain appropriate policies, procedures, and technical measures to ensure compliance with all applicable call recording and transcription laws and regulations; (B) provide clear, conspicuous, and legally adequate notice to all parties to any communication that such communication may be recorded and transcribed; (C) obtain all necessary consents, authorizations, and permissions required under applicable law before recording any communication; (D) maintain complete and accurate records of all notices provided and consents obtained; (E) implement appropriate security measures to protect recorded communications and transcripts from unauthorized access, use, or disclosure; (F) respond promptly and appropriately to any requests from individuals to access, correct, or delete their recorded communications or transcripts; and (G) ensure that all Authorized Users are trained on and comply with applicable call recording and transcription laws and Customer’s policies and procedures. 
4. Service Availability and Support.
   1. Service Availability and Repair Commitment. Subject to the terms and conditions of this Agreement, Company shall use commercially reasonable efforts to ensure that the Services are available to Customer. In the event that the Services become unavailable to Customer, Company undertakes to commence repair of the Services within forty-eight (48) hours following receipt of written notice from Customer regarding such unavailability. Company shall use diligent efforts to repair the Services as rapidly as possible. Provided that Company commences repair of the Services within the said forty-eight (48) hour period, Company shall not be liable for any damages, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of the unavailability of the Services.
   2. Support. This Agreement does not entitle Customer to any support for the Services.
5. Fees and Payment. 
   1. Fees. Customer shall pay Company the fees (“Fees“) as set forth in the Order Form without off-set or deduction. Customer shall make all payments hereunder in the currency set forth in the Order Form on or before the due date set forth in the Order Form. If Customer fails to make any payment when due, without limiting Company’s other rights and remedies: (i) Company may charge interest on the past due amount at one and one-half percent (1.5%) per month; (ii) Customer shall reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for 5 days or more, Company may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
   2. Fees Adjustment for Renewal Term. Notwithstanding any provision to the contrary contained herein, the Parties acknowledge and agree that the Fees payable by Customer for the Services are subject to adjustment by Company at its sole discretion following the conclusion of the Initial Term or any subsequent successive Renewal Term. For any Renewal Term, Company shall provide Customer with written notice of any such fee adjustment at least 15 days prior to the commencement of any such Renewal Term. Any Renewal Term may be subject to an updated Order Form, which will take precedence over any existing Order Form, and shall govern the terms of the Services for the duration of such Renewal Term. 
   3. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all applicable sales tax, goods and services tax, value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, state, territorial, or local governmental entity on any amounts payable by Customer hereunder, other than any taxes imposed on Company’s income.
   4. Payment Terms. Fees are billed monthly in advance, with billing on the 1st of each month. Partial months of service shall be prorated based on the number of days the Services are operational. Provider shall issue monthly invoices to Customer, and all such invoices shall be due and payable immediately upon issuance. Payments shall be made via Automated Clearing House (ACH) transfer or electronic funds transfer (EFT), as specified by Company. Customer is responsible for maintaining accurate payment information and hereby authorizes Company to collect all amounts due in accordance with these payment terms. All fees are non-cancelable and must be paid without setoff, deduction, or withholding.
6. Confidential Information. 
   1. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is/and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). 
   2. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. 
   3. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. 
   4. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. 
   5. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. 
   6. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire 3 years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Intellectual Property Ownership; Feedback. 
   1. Company IP. Customer acknowledges that, as between Customer and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to the Company IP. 
   2. Customer Data. Company acknowledges that, as between Company and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Company a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Company to provide the Services to Customer. Without limiting the generality of the foregoing, Company may use Customer Data to (a) maintain and improve the performance and functionality of the Services, (b) diagnose and resolve problems with the Services, and (c) enhance the Services to better suit Customer’s needs and the needs of other customers.
   3. Data Analytics. Notwithstanding anything to the contrary in this Agreement, Company may collect, use, and store non-personally identifiable data derived from Customer Data and Customer’s use of the Services (the “Aggregated Statistical Information“). Company may use Aggregated Statistical Information for its own business purposes, including but not limited to, the provision of enhanced and additional functionalities within the Services, service improvement, and the development of new products and services, provided that such information does not identify Customer or any individual. Company may not sell, lease, or in any way provide access to the Aggregated Statistical Information to any third party, except as aggregated with such information from other customers in a manner that does not identify Customer or any individual directly.
   4. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Company IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), Company is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Company on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.
   5. Customer Authorization and Licence Grant regarding Call Recordings and Call Transcriptions. Customer hereby grants Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence to access, use, reproduce, modify and adapt all Recorded Communications and Transcripts for the limited purpose of: (A) improving the accuracy, functionality, and performance of the Services; (B) developing, training, and enhancing artificial intelligence, machine learning, and natural language processing technologies; (C) creating aggregated or anonymized data sets for research, development, or commercial purposes; and (D) benchmarking and quality assurance. This licence shall survive the termination or expiration of this Agreement.
8. Limited Warranty and Warranty Disclaimer. 
   1. Company does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in this Agreement. The remedies set forth in this Agreement are Customer’s sole remedies and Company’s sole liability under the limited warranty set forth in this Section 8(a). 
   2. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE COMPANY IP, INCLUDING ANY AUTOMATION AND AI TECHNOLOGIES, IS PROVIDED “AS IS” AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT AUTOMATIONS AND AI TECHNOLOGIES MAY PRODUCE UNEXPECTED, INACCURATE, INAPPROPORIATE, OR ERRONEOUS OUTPUT AND COMPANY MAKES NO WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR EFFECTIVENESS OF ANY AUTOMATION. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, TESTING, AND VALIDATING ANY AUTOMATION OR AI TECHNOLOGIES BEFORE USE AND ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF AUTOMATIONS. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE COMPANY IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 
   3. Company may utilize third-party data and services, including artificial intelligence (“AI”) technologies and Automations, in connection with the provision of the Services to Customer. While Company endeavors to select reputable third-party providers, Company makes no representations or warranties regarding the performance, reliability, or availability of any third-party data or services, including AI services. Customer acknowledges that AI technologies and Automations may produce unexpected, inaccurate, or inappropriate outputs and that the Services may be subject to limitations, delays, and other problems inherent in the use of such AI, Automations, and third-party data and services. Company shall not be responsible for any delays, delivery failures, unexpected, inaccurate, or inappropriate outputs related to AI technologies (“AI Hallucinations”), or other damage or loss resulting from such problems. Customer is solely responsible for reviewing, validating, and determining the appropriateness of any AI-generated and Automation-related content or recommendations before use. Customer further acknowledges that Company does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Company is not responsible for any delays, delivery failures, or other damage resulting from such problems.
   4. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY AI TECHNOLOGIES, AUTOMATIONS, THIRD-PARTY DATA OR SERVICES, INCLUDING ANY WARRANTY THAT THIRD-PARTY DATA OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR THAT SUCH THIRD-PARTY DATA OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Customer’s use of any third-party data or services is at its own risk, and Customer shall be solely responsible for any damages or loss resulting therefrom.
   5. Company Disclaimers and Limitations regarding Call Recording and Call Transcription. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING: (A) The legal sufficiency or adequacy of any consent mechanisms, notice provisions, or compliance measures implemented by Customer; (B) Customer’s compliance with any applicable laws or regulations related to call recording or transcription; (C) The accuracy, completeness, or reliability of any transcripts generated by the Services; (D) The availability or functionality of call recording or transcription features; (E) The security or confidentiality of recorded communications or transcripts, except as expressly set forth in Section 6; or (F) Any legal or regulatory requirements applicable to Customer’s use of call recording or transcription features.
   6. REPRESENTATION AND WARRANTY – CUSTOMER COMMUNICATION PLATFORM. FOR THE DURATION OF THE TERM, CUSTOMER HEREBY REPRESENTS AND WARRANTS THAT THE USE OF ANY CUSTOMER COMMUNICATION PLATFORM OR TEXTING PLATFORM FOR SMS MARKETING OR INBOUND AND OUTBOUND MESSAGES IS STRICTLY LIMITED TO THE SYSTEMS, SERVICES, AND TECHNOLOGIES PROVIDED BY COMPANY. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY UTILIZATION OF ALTERNATIVE SYSTEMS, SERVICES, OR TECHNOLOGIES, OUTSIDE THE AUTHORIZED PLATFORMS SUPPLIED BY COMPANY, IS UNDERTAKEN ENTIRELY AT CUSTOMER’S OWN RISK AND PERIL. COMPANY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY ARISING FROM CUSTOMER’S USE OF NON-COMPANY PLATFORMS OR SERVICES. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL LEGAL CONSEQUENCES, DAMAGES, OR LIABILITIES RESULTING FROM SUCH UNAUTHORIZED USE.
9. Indemnification. 
   1. Company Indemnification. 
      1. Company shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable legal fees) (“Losses“) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim“) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, provided that Customer promptly notifies Company in writing of the claim, cooperates with Company, and allows Company sole authority to control the defense and settlement of such claim. 
      2. If such a claim is made or appears posasible, Customer agrees to permit Company, at Company’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Company determines that neither alternative is reasonably available, Company may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. 
      3. This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; (B) modifications to the Services not made by Company; (C) Customer Data; (D) any output, recommendation, or decision generated by the artificial intelligence components of the Services; (E) call recordings, call transcriptions, or any content derived from Customer’s use of call recording or transcription features; or (F) any claims related to unauthorized recording or transcription of communications. 
   2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Company’s option, defend Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or wilful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Company or authorized by Company in writing; (iv) modifications to the Services not made by Company; (v) use of the Services in violation of the TCPA, CASL, or any other anti-spam laws, or Customer’s failure to obtain, maintain, and properly document the necessary consents, opt-ins, opt-outs, do-not-call lists, and authorizations under such laws; (vi) reliance on or implementation of any output, recommendation, or decision generated by the AI or Automation components of the Services; (vii) Customer’s use of call recording or transcription features, including any failure to comply with applicable laws and regulations governing call recording, transcription, or electronic surveillance under any applicable applicable privacy, wiretapping, or electronic surveillance laws; (viii) Customer’s failure to provide adequate notice to, or obtain required consents from, any party whose communications are recorded or transcribed; (ix) any claims by third parties related to the recording, transcription, storage, use, or disclosure of their communications; (x) any regulatory investigations, enforcement actions, fines, penalties, or sanctions related to Customer’s call recording or transcription practices; (xi) any breach of privacy rights, publicity rights, or confidentiality obligations arising from Customer’s use of call recording or transcription features; (xii) any claims related to the accuracy, completeness, or use of transcripts generated by the Services; (xiii) Customer’s retention, storage, or disposal of recorded communications or transcripts in violation of applicable laws or regulations; or (xiv) Company’s negligence, provided that Customer may not settle any Third-Party Claim against Company unless Company consents to such settlement, and further provided that Company will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice. 
   3. Sole Remedy. THIS 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL COMPANY’S LIABILITY UNDER THIS 9 EXCEED THE AMOUNTS SET OUT IN THIS AGREEMENT AND ANY ORDER FORM. 
10. Limitations of Liability. 
    1. IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (e) COST OF REPLACEMENT GOODS OR SERVICES; OR (f) DAMAGES ARISING FROM ANY INACCURATE, INCOMPLETE, OR ERRONEOUS OUTPUT, RECOMMENDATION, OR DECISION GENERATED BY THE ARTIFICIAL INTELLIGENCE OR AUTOMATION COMPONENTS OF THE SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO COMPANY UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
    2. Specific Limitations for Call Recording and Transcription Features. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, OR EXPENSES (INCLUDING LEGAL FEES) ARISING FROM OR RELATED TO: (A) Customer’s failure to comply with any applicable laws or regulations related to call recording or transcription; (B) Customer’s failure to provide adequate notice or obtain required consents; (C) Any claims by third parties related to the recording or transcription of their communications; (D) Any regulatory investigations, enforcement actions, fines, or penalties related to Customer’s call recording or transcription practices; (E) The accuracy, completeness, or reliability of any transcripts; (F) Any unauthorized access to, use of, or disclosure of recorded communications or transcripts, except to the extent caused solely by Company’s gross negligence or willful misconduct; (G) Any interruption, suspension, or termination of call recording or transcription features; or (H) Customer’s use of recorded communications or transcripts for any purpose.
    3. Class Action Waiver. EACH PARTY HEREBY WAIVES ANY RIGHT TO ASSERT THE ADJUDICATION OF ANY DISPUTE, CLAIM, OR CONTROVERSY, WHETHER BASED ON CONTRACT, TORT, STATUTORY, OR ANY OTHER LEGAL THEORY, AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, OR TO PARTICIPATE AS A MEMBER OF A CLASS OR AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY WITH RESPECT TO ANY SUCH DISPUTE, CLAIM OR CONTROVERSY.
11. Term and Termination. 
    1.  Term. This Agreement becomes effective on the date of signature by both Parties (the “Effective Date”). The initial term for the provision of Services and billing purposes shall commence 30 days after the Effective Date (the “Billing Commencement Date”) and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for a period as set forth in the applicable Order Form from the Billing Commencement Date (the “Initial Term”). This Agreement will automatically renew for successive periods as set forth in the applicable Order Form terms from the end of the Initial Term or the then-current Renewal Term, unless either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term“). Each Renewal Term shall be measured from the anniversary of the Billing Commencement Date. The Parties may, upon mutual agreement, amend or extend any Renewal Term pursuant to any Order Form. 
    2. Termination. In addition to any other express termination right set forth in this Agreement:
       1. Company may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 30 days after Company’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or 6;
       2. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
       3. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, liquidator or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Company IP and, without limiting Customer’s obligations under 6, Customer shall delete, destroy, or return all copies of the Company IP and certify in writing to the Company that the Company IP has been deleted or destroyed. Customer acknowledges and agrees that Company may retain Recorded Communications and Transcripts for product improvement, analytics, training of artificial intelligence models, and other business purposes as set forth in the Release Agreement, notwithstanding termination or expiration of this Agreement, subject to Company’s obligations under applicable privacy laws. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
    4. Cancellation Communication. Any and all communications pertaining to the cancellation of this Agreement by Customer must be sent exclusively via email to cancel@matador.ai. Such emails must include the Customer’s account information, the effective date of requested cancellation, and a clear statement of the Customer’s intent to cancel this Agreement. The Company will acknowledge receipt of the cancellation request within 48 hours of receiving the email. Only communications sent to this email address will be considered valid for the purposes of cancelling this Agreement.
    5. Survival. This Section 11(d) and 1, 5, 6, 7, Section 8(b), 9, 10, and 12 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
12. Miscellaneous. 
    1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. 
    2. Order of Precedence. In the event of any inconsistency between the statements made in the body of this Agreement, the related Order Forms, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; (ii) second, the Order Form(s) related to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
    3. Notices. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (other than routine communications having no legal effect) (each, a “Notice“) in writing and addressed to the other Party at the email addresses set forth on any Order Form related to this Agreement.
    4. Force Majeure. In no event shall Company be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Company’s reasonable control, including but not limited to acts of God, epidemics, pandemics, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    5. Amendments and Modifications. 
       1. Terms of Service: Company may amend this Agreement from time to time by posting an amended version at its website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Company written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Renewal Term following the Proposed Amendment Date (unless Customer first terminates this Agreement in accordance with the terms in this Agreement). Customer’s continued use of the Services following the effective date of an amendment will confirm Customer’s consent to it. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
       2. Privacy Policy: Company may revise its privacy policy at any time by posting a new version of either at its website, and such new version will become effective on the date it is posted; provided if such amendment materially reduces Customer’s rights or protections, notice and consent will be subject to the requirements above in this Section.
    7. Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    8. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    9. Governing Law.  This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Quebec and the federal laws of Canada applicable therein.
    10. Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Quebec, District of Montreal, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding.
    11. Arbitration for Anti-Spam Laws. In the event of a dispute arising out of or relating to alleged non-compliance with anti-spam laws, Customer agrees to work in good faith to resolve the dispute amicably. If the parties are unable to resolve such disputes amicably within 30 days, the dispute shall be resolved by binding arbitration in accordance with the arbitration provisions set forth in this Agreement. Any dispute, controversy, or claim arising out of, relating to, or in connection with this section, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the Province of Quebec in accordance with the Civil Code of Procedure of Quebec, before one arbitrator. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The decision of the arbitrator shall be final and binding upon the Parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each Party shall bear its own costs and expenses and an equal share of the arbitrator’s fees and administrative fees of arbitration, unless the arbitrator determines that one Party is the prevailing Party, in which case the arbitrator may award to that prevailing Party reasonable attorney fees and costs, and the arbitrator’s fees and administrative fees of arbitration.
    12. Assignment. Customer may not assign or otherwise transfer any of its rights or delegate or otherwise transfer any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Company. Any purported assignment, transfer, or delegation in violation of this Section will be null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. 

ANNEX – LIABILITY RELEASE AGREEMENT

This Liability Release Agreement (this “Release Agreement”) is made effective as of the Effective Date, by and between Matador.IA Inc. (“Company”) and _______________ (“Customer”). 

WHEREAS, Company provides a software-as-a-service offering that includes the ability for Customer to send broadcast text messages to its end users, customers, or any third party (the “Text Messaging Services”);

AND WHEREAS, Customer desires to use the Text Messaging Services provided by Company and acknowledges the importance of complying with the Telephone Consumer Protection Act (“TCPA”), Canada’s Anti-Spam Legislation (“CASL”), and all other applicable federal, state, provincial, and local laws and regulations pertaining to spam, telecommunications, data privacy, and cybersecurity (collectively, “Applicable Laws”);

NOW, THEREFORE, in consideration of the mutual covenants set forth in the Agreement and this Release Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Compliance with Laws and Data Management.  Customer hereby represents and warrants that it will (a) comply with the TCPA, CASL, and all other applicable laws and regulations regarding spam and telecommunications; (b) obtain, maintain, and properly document all necessary consents, approvals, and authorizations required under such laws and regulations to send texts, make calls, or send emails to its end users, customers, or any third party; (c) ensure that all communications sent via the Text Messaging Services are compliant with relevant laws and regulations and do not violate the rights of any third parties; (d) maintain and update its do-not-call lists and manage all opt-in and opt-out requests in compliance with applicable laws, and maintain and manage its do-not-call lists, opt-in, and opt-out records with any integration or functionality, whether in Company’s internal systems or elsewhere; (e) independently verify and validate any output, recommendation, or decision generated by the artificial intelligence components or automations of the Services before implementation or reliance; and (f) maintain responsibility for all data quality, accuracy, and compliance with applicable laws regardless of any integration or automation features provided by Company.
2. Release and Indemnification. Customer hereby releases and agrees to indemnify, defend, and hold harmless Company and its directors, officers, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses (including reasonable attorneys’ fees), arising out of or in connection with Customer’s use of the Text Messaging Services, including but not limited to, any claims alleging violations of the TCPA, CASL, or any other applicable laws and regulations.
3. Confidentiality and Data Privacy. Customer acknowledges that in the course of using the Text Messaging Services, it may have access to confidential information and personal data. Customer agrees to keep such information confidential and to comply with all applicable data protection and privacy laws relating to the handling of such information.
4. Liability and AI and Automation Disclaimer. Company does not assume any liability for Customer’s failure to comply with the terms of this Release Agreement, the Agreement, or any applicable laws and regulations. Customer acknowledges that it uses the Text Messaging Services and any artificial intelligence components and automation features at its own risk and is solely responsible for any legal consequences or liabilities that may arise as a result of such use. “Erroneous Output” means any automated output, recommendation, decision, action, or communication generated by the Services that: (i) contains incorrect information; (ii) is inappropriately timed or targeted; (iii) fails to reflect current opt-in/opt-out status; (iv) violates applicable laws or regulations; or (v) causes unintended consequences in Customer’s operations or relationships with end users. Company shall not be liable for any Erroneous Output or consequences thereof, including but not limited to violations of TCPA, CASL, or other applicable laws, customer complaints, or business losses. Any artificial intelligence components or automation features may, from time to time, produce an Erroneous Output. Customer is solely responsible for reviewing, validating, and approving any automated processes or outputs before implementation or reliance.
5. Miscellaneous. This Release Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, this Release Agreement shall be instituted exclusively in the courts of the Province of Quebec, District of Montreal.

This Release Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A signed copy of this Release Agreement delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Release Agreement.

 

IN WITNESS WHEREOF, the parties have executed this Release Agreement as of the Effective Date.

 

[Company Signature]

 

[Customer Signature]