Terms of Service

Acceptance of Terms

By accessing https://askbud.ai or executing a signed order form or indicating acceptance via an online registration page (each, an “Order Form”), you agree to these Terms and Conditions (collectively, with the Order Form, the “Agreement”). If you are using the Services as an employee, contractor, or agent of a company, corporation, partnership, or similar entity, you must be authorized to sign for and bind the entity in order to accept this Agreement.

This Agreement is entered into between Askbud, a corporation incorporated in Montreal, Quebec, Canada (“Askbud”) and the entity or person placing an order via the Order Form (“Customer” or “you”). The “Effective Date” of this Agreement is the date set forth in the applicable Order Form (or if none is provided, the date that Customer first registers for the Services).

Overview

Askbud provides QR codes with AI-powered customer support and sales chatbots. When prospects scan our QR code on your products or visit your website, they are able to ask the chatbot questions (collectively, “Inputs”) and the chatbot will respond with information and CTAs (such responses, “Outputs”). The Services are powered by a combination of Askbud’s proprietary machine learning and large language models (LLMs) provided by third-party AI platforms (“Third-Party LLM Providers”).

Access to the Services

Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. Subject to Customer’s compliance with the terms of this Agreement, Askbud grants Customer a nonexclusive, limited, personal, non-sublicensable, non-transferable right to access and use the Services during the term set forth in such Order Form. Customer may only use the Services for its internal business purposes and only in accordance with Askbud’s applicable official user documentation.

Fees & Payment

Customer shall pay Askbud the applicable fees as set forth in each Order Form. Customer authorizes Askbud to charge the provided credit card for all Services. Charges are made in advance, annually or per the billing frequency in the Order Form. Past due invoices are subject to interest of the lesser of 1.5% per month or the maximum permitted by law. All Fees paid are non-refundable and not subject to set-off.

Customer Intellectual Property & Data

“Customer Materials” includes all Inputs and all data provided, uploaded, or submitted by Customer. Customer retains all right, title and interest in Customer Materials. Customer has sole responsibility for accuracy, quality, legality, and intellectual property rights of Customer Materials. DUE TO THE PUBLIC-FACING NATURE OF THE SERVICES, CUSTOMER AGREES TO NOT USE THE SERVICES TO DELIVER OR COLLECT SENSITIVE PERSONAL OR PROPRIETARY INFORMATION.

Askbud Intellectual Property

Askbud retains all right, title, and interest in the Services, software, products, works, and all related intellectual property. No rights or licenses are granted except as expressly set forth. Customer Feedback may be freely used by Askbud. Askbud may use aggregated, anonymized data for business purposes.

Third-Party Services

The Services may operate on APIs and services provided by third parties including Third-Party LLM Providers. Askbud is not responsible for the operation of Third-Party Services nor makes any representations or warranties with respect to them.

Restrictions

Customer shall not: represent Output as human-generated; reverse engineer the Services; modify or create derivative works; copy, rent, lease, or distribute the Services; use them for third-party benefit; remove proprietary notices; build competitive products; interfere with the Services; bypass access measures; or crawl or scrape any data. Customer shall use the Services in compliance with all applicable laws and shall not use them in a harmful, deceptive, threatening, or obscene manner.

Term & Termination

This Agreement begins on the date of the first Order Form and ends at expiration of the last active Order Form. Terms renew for successive one-year periods unless either party provides 30 days’ notice of non-renewal. Either party may terminate for material breach that remains uncured 30 days after notice. Askbud may suspend access if the account is more than 60 days past due.

Indemnification

Each party shall defend, indemnify, and hold harmless the other from all liabilities, claims, and expenses arising from: (i) Customer Materials or use of Services infringing third-party rights or violating law, or (ii) the Services infringing third-party intellectual property rights.

Disclaimer of Warranties

The Services are provided “as is” and “as available” without any warranty of any kind, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, title, non-infringement, or that the Services will be uninterrupted, secure, error-free or that defects will be corrected.

Limitation of Liability

To the maximum extent permitted by law, in no event shall either party be liable for any indirect, incidental, special, consequential or exemplary damages. Askbud’s liability shall not exceed the fees paid during the six-month period preceding the claim.

Governing Law

This Agreement shall be governed by the laws of the Province of Quebec, Canada. Disputes will be resolved by binding arbitration in English in Montreal, Quebec.

Miscellaneous

This Agreement represents the entire agreement between the parties. No modification is effective unless agreed in writing. Neither party is liable for failures due to causes beyond reasonable control. Customer may not assign rights without Askbud’s consent. If any provision is unenforceable, it shall be limited to the minimum extent necessary so the Agreement otherwise remains in full force.