Welcome to BuilderChat, an AI-powered chat, custom development, and consulting service provided by BuilderChat AI Inc., registered in Alberta, Canada. These Terms of Service (“Terms”) govern your use of our services, including AI chat agents, custom AI development, and consulting (collectively, the “Services”). By accessing, using, or paying for the Services, you agree to these Terms, our Privacy Policy, and, where applicable, Stripe’s legal agreements. If you do not agree, please do not use the Services.

1. Introduction

1.1 Parties

This agreement is between BuilderChat AI Inc. (“BuilderChat,” “we,” “us”) and you, the client (“you”).

1.2 Scope

These Terms apply to all users of the Services, including website visitors, subscribers, and clients receiving custom services.

1.3 Contact

For questions, contact us at info@builderchat.ca or BuilderChat, 1000, 10055-106 Street NW, Suite 348, Edmonton, AB, Canada.

2. Eligibility

2.1

You must be at least 19 to use the Services or have authorized consent from a parent/guardian or business entity.

2.2

You agree to use the Services only for lawful purposes and in compliance with these Terms.

2.3

You confirm you have the authority to enter this agreement on behalf of yourself or your organization.

3. Services Overview

3.1 Description

BuilderChat provides AI-powered chat agents to enhance user engagement on home builder websites, including answering queries, guiding navigation, providing contact information, and passing leads via agreed integrations. We also offer custom AI development and consulting, subject to separate agreements or addendums.

3.2 Packages

We offer three packages—Spec, Semi-Custom, and Custom—with features and pricing outlined at USD or CAD.

• Spec: Basic AI chat and client-directed services, provided “as-is” with no guarantees unless offered on a case-by-case basis. Yearly Packages qualify for discounted rates.
• Semi-Custom: Enhanced AI chat and client-directed services, covered by our Performance Alignment Guarantee (see Section 5). Yearly packages qualify for discounted rates.
• Custom: Customized AI chat, development, and integrations with Performance Alignment Guarantee (see Section 5).

3.3 Availability

We strive to maintain uninterrupted Services but may perform maintenance (up to 1 day/month during low-traffic periods) or experience outages. We are not liable for interruptions unless specified in the Performance Alignment Guarantee.

4. Acceptable Use

4.1

You agree not to:

• Use the Services for illegal activities or to violate third-party rights.
• Reverse-engineer, decompile, or interfere with our AI systems or software.
• Overload or disrupt the Services (e.g., excessive API calls).
• Use the Services to transmit harmful or offensive content.

4.2

Violation may result in suspension or termination of your account.

5. Performance Alignment Guarantee

5.1 Applicable Packages

Applies to Semi-Custom and Custom packages.

5.2 Process

If you are dissatisfied with performance, notify us in writing. We will pause billing and work with you to rectify issues within 7 days. If we cannot agree on a resolution, we may, at our discretion, terminate the agreement and refund prorated fees for the remaining term. No refunds are provided for prior services, including custom development.

5.3 Exclusions

Unless offered by BuilderChat, this does not apply to Spec packages, or issues caused by client actions, third parties, or force majeure (Section 12).

6. Payment Terms

6.1 Fees

You agree to pay all fees (fixed monthly/annual, per-use, or custom development) as outlined on our pricing pages or in agreements. Fees exclude taxes (e.g., GST, VAT), which you are responsible for if applicable.

6.2 Currency

Payments are in USD (US clients) or CAD (Canadian clients). Clients in other jurisdictions bear exchange rate costs as charged by Stripe or their financial institution.

6.3 Automatic Billing

You authorize automatic deductions via Stripe or other agreed methods. You must maintain valid payment information and sufficient funds. Declined payments may incur retries or suspension, and you are liable for any related fees (e.g., NSF charges).

6.4 Retainers

Custom development may require upfront retainers, non-refundable unless specified in an addendum. Delays in payment may delay services, and subscription timelines may not be adjusted.

6.5 Late Payments

Overdue payments accrue interest at 12% per annum (or the maximum permitted by law). Non-payment after 15 days’ notice may lead to suspension or termination.

6.6 Stripe Terms

Payments via Stripe are subject to Stripe’s Connect Account Agreement, General Legal Terms, and Acquirer Disclosure. We are not liable for Stripe’s actions or policies.

7. Intellectual Property

7.1 Client IP

Custom IP developed specifically for you (e.g., chat scripts) is your property upon full payment, as agreed in writing. We may not use it without your consent.

7.2 BuilderChat IP

We own all pre-existing and independently developed IP (e.g., AI окна, software, brand assets). You receive a non-exclusive, non-transferable, royalty-free license to use our IP solely for the Services during the term.

7.3 Restrictions

Unauthorized use of either party’s IP may result in liability for damages.

8. Data Privacy

8.1 Non-Storage

We do not store client website visitor or lead data unless necessary for the Services or authorized by you. Any collected data is deleted within 5 business days after use, per our Privacy Policy.

8.2 Compliance

We comply with PIPEDA, GDPR, CCPA, and other applicable laws. You may request data deletion or portability per these laws.

8.3 Breach Notification

We will promptly notify you of any inadvertent data collection or security breaches and follow your instructions for deletion.

8.4 Client Data

You warrant that any data you provide (e.g., for integrations) complies with laws and does not infringe third-party rights.

9. Termination and Cancellation

9.1 By Client

Month-to-Month: Cancel anytime with notice; services and billing cease at the next billing cycle (within 5 business days of notice). No refunds for services rendered.

Annual Plans: Notify us of dissatisfaction. We will attempt rectification per Section 5. If unresolved, you may terminate with 30 days’ notice, and we will refund prorated unused fees.

9.2 By BuilderChat

We may suspend or terminate Services immediately with notice for:

• Material breach (e.g., non-payment, misuse) not cured within 15 days.
• Data breaches compromising our systems.
• Actions harming our reputation or business.
• Regulatory changes impacting our ability to provide Services.

9.3 Mutual Termination

Both parties may terminate by written agreement.

9.4 Post-Termination

Upon termination, you must cease using the Services. We will delete or return your data per our Privacy Policy, unless required by law. Clauses on IP, confidentiality, liability, and dispute resolution survive termination.

10. Confidentiality

10.1

Both parties agree not to disclose or use the other’s confidential information (e.g., business processes, client data) except as authorized or required by law.

10.2

Obligations survive indefinitely after termination.

11. Security

11.1

We maintain industry-standard security measures to protect the Services and client data.

11.2

We will promptly notify you of security breaches and cooperate to mitigate impacts.

12. Force Majeure

12.1

Neither party is liable for delays or failures due to events beyond their control (e.g., natural disasters, cyberattacks).

12.2

The affected party must notify the other and mitigate impacts. If the event exceeds 90 days, either party may terminate without liability.

13. Liability and Indemnification

13.1 Disclaimer

The Services are provided “as-is” except as stated in the Performance Alignment Guarantee. We disclaim all warranties, express or implied.

13.2 Liability Cap

Our liability is limited to fees paid by you in the 12 months preceding a claim. Neither party is liable for indirect, incidental, or consequential damages.

13.3 BuilderChat Indemnification

We will indemnify you against claims arising from our breach, legal violations, or third-party IP infringement.

13.4 Client Indemnification

You will indemnify us against claims arising from your breach, legal violations, or misuse of the Services (e.g., providing infringing data).

13.5 Process

Indemnified parties must notify, cooperate, and allow control of defense/settlement.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of Alberta, Canada.

14.2 Arbitration

Disputes will be resolved through binding arbitration in Edmonton, Alberta, per the rules of the Canadian Arbitration Association.

14.3 Class Action Waiver

You waive the right to participate in class action lawsuits against us.

15. Modifications to Terms

15.1

We may update these Terms at our discretion. Changes will be posted at https://builderchat.ca/terms and effective 30 days after posting or upon your continued use.

15.2

We will notify you of material changes via email or website notice. If you object, you may terminate per Section 9.

16. Miscellaneous

16.1 Entire Agreement

These Terms, our Privacy Policy, and any addendums constitute the entire agreement, superseding prior agreements.

16.2 Assignment

You may not assign this agreement without our consent. We may assign it (e.g., in a merger) with notice.

16.3 Severability

Invalid provisions do not affect remaining Terms.

16.4 No Waiver

Waiving a breach does not waive future breaches.

16.5 Notices

Notices must be in writing, sent to our address (Section 1.3) or your provided contact details, including email.