Terms of Service

1. Acceptance of Terms

By accessing or browsing our website, you agree to these Terms. This constitutes a valid and enforceable agreement under applicable law.

For specific Services provided under a separate service agreement, statement of work, or order form (each, a "Service Agreement"), your acceptance of the applicable Service Agreement — whether by signature, electronic acceptance, or click-through mechanism — will also bind you to these Terms. In the event of a conflict between these Terms and a Service Agreement, the Service Agreement shall prevail to the extent of the conflict.

If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization. If you do not agree to these Terms, you must discontinue use of our Services immediately.

2. Description of Services

Gravicity provides artificial intelligence automation services for small and medium-sized businesses, including but not limited to:

• AI Voice Agents — Automated telephone answering, lead qualification, appointment scheduling, and call handling powered by conversational AI.
• AI Chatbots — Intelligent conversational interfaces for websites, messaging platforms, and customer-facing applications.
• Workflow Automation — Custom integrations connecting business tools, automating data transfers, and eliminating manual processes.
• Lead Capture Systems — Smart forms, automated follow-up sequences, lead scoring, and CRM enrichment tools.
• Analytics Dashboards — Performance tracking, reporting, and data visualization for automated workflows and business operations.
• Custom AI Solutions — Bespoke artificial intelligence systems designed for unique business requirements.

The specific scope, deliverables, and performance criteria for your engagement will be detailed in your Service Agreement. We reserve the right to modify, enhance, or discontinue any feature or component of the Services at any time, provided that material changes to Services under an active Service Agreement will be communicated to you with reasonable advance notice.

3. User Obligations & Acceptable Use

3.1 Your Obligations

In connection with your use of the Services, you agree to:

• Provide accurate, current, and complete information as required for service delivery.
• Maintain the confidentiality of any account credentials, API keys, or access tokens provided to you.
• Comply with all applicable federal, provincial, and local laws and regulations, including but not limited to Canada's Anti-Spam Legislation (CASL), the Personal Information Protection and Electronic Documents Act (PIPEDA), and any applicable provincial privacy legislation.
• Promptly notify Gravicity of any unauthorized access to your account or any security breach of which you become aware.
• Cooperate with Gravicity in good faith to facilitate the delivery of Services, including providing timely access to necessary systems, data, and personnel.

3.2 Acceptable Use

You shall not, and shall not permit any third party to:

• Use the Services for any unlawful, fraudulent, or malicious purpose.
• Transmit, upload, or input any content that is illegal, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.
• Attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code, algorithms, or underlying architecture of any Gravicity system, workflow, or AI implementation.
• Use the Services to send unsolicited commercial communications (spam) or in violation of CASL or any equivalent legislation.
• Attempt to gain unauthorized access to any Gravicity system, network, or data.
• Introduce viruses, malware, or any code of a destructive or disruptive nature into the Services.
• Resell, sublicense, or redistribute the Services to third parties without our prior written consent.
• Use the Services in a manner that could damage, disable, overburden, or impair our infrastructure.
• Input regulated data categories (including protected health information, financial account numbers, or data subject to specific regulatory controls) into the Services without a prior written agreement specifying the additional safeguards required.

We reserve the right to suspend or terminate your access to the Services immediately upon notice if we reasonably determine that you have violated this Section.

4. Artificial Intelligence Services

4.1 AI Output Disclaimer

The Services utilize artificial intelligence technologies, including large language models, to generate outputs such as text, conversational responses, data analyses, summaries, and recommendations (collectively, "AI Outputs"). AI Outputs are provided on an "as-is" and "as-available" basis. Gravicity makes no representations or warranties regarding the accuracy, completeness, reliability, timeliness, or fitness for a particular purpose of any AI Output.

AI models, by their nature, may produce results that are inaccurate, incomplete, biased, or otherwise unsuitable for any given application. You acknowledge and agree that AI Outputs should be treated as a starting point or draft requiring human validation, not as final or authoritative information.

4.2 No Professional Advice

AI Outputs do not constitute and shall not be construed as legal, financial, medical, tax, accounting, investment, or any other form of professional advice. You should consult a qualified professional before making any decision or taking any action based on AI Outputs. Gravicity expressly disclaims any liability arising from reliance on AI Outputs as a substitute for professional judgment.

4.3 Human Review Responsibility

You are solely responsible for reviewing, verifying, and validating all AI Outputs before relying upon, publishing, distributing, or acting on them. This responsibility applies regardless of the context in which AI Outputs are used, including but not limited to customer communications, business decisions, and regulatory filings. You acknowledge that the deployment of AI systems without appropriate human oversight may result in errors, and Gravicity shall not be liable for any consequences arising from the use of unreviewed AI Outputs.

4.4 Third-Party AI Model Dependencies

The Services may rely on artificial intelligence models and infrastructure provided by third-party providers, including but not limited to Anthropic (Claude API) and OpenRouter. You acknowledge that:

• The availability, performance, and capabilities of the Services are dependent in part on these third-party providers.
• Third-party AI providers may modify, update, deprecate, or discontinue their models, APIs, or services at any time, which may affect the functionality or performance of our Services.
• Gravicity does not control and is not responsible for the internal operations, training data, biases, or limitations of third-party AI models.
• Data submitted to AI workflows may be processed by third-party AI providers in accordance with their respective terms of service and data processing agreements. Gravicity uses commercially reasonable efforts to select providers that maintain appropriate security and privacy safeguards.
• Gravicity shall not be liable for service interruptions, changes in output quality, or limitations imposed by upstream AI providers, provided that we will use commercially reasonable efforts to mitigate such impacts and communicate material changes to you.

4.5 Prohibited AI Uses

In addition to the restrictions in Section 3.2, you shall not use the AI capabilities of the Services to:

• Generate, distribute, or facilitate the creation of illegal, harmful, or deceptive content.
• Impersonate any person, entity, or organization, or misrepresent the origin of AI-generated content as human-created when disclosure is required by law or industry standard.
• Make or facilitate automated decisions that produce legal effects or similarly significant effects on individuals (including employment decisions, credit determinations, insurance underwriting, or administrative actions) without meaningful human oversight and review.
• Provide automated legal, medical, or financial advice to end users without clear disclosure of the AI nature of such advice and without appropriate professional supervision.
• Attempt to extract, replicate, or reconstruct the underlying AI models, training data, or proprietary algorithms used in the Services.
• Use the Services to develop competing AI products or services.
• Process personal data in violation of applicable data protection laws, including PIPEDA, provincial privacy legislation, the EU General Data Protection Regulation (GDPR), or any other applicable privacy framework.

5. Intellectual Property

5.1 Gravicity Platform IP

Gravicity retains all right, title, and interest in and to the Services, including but not limited to all software, code, algorithms, workflows, methodologies, templates, prompts, system architectures, documentation, designs, trademarks, and trade secrets (collectively, "Platform IP"). Nothing in these Terms or any Service Agreement grants you any ownership interest in the Platform IP. Any rights not expressly granted herein are reserved by Gravicity.

5.2 Client Data

You retain all right, title, and interest in and to the data, content, and materials you provide to Gravicity in connection with the Services ("Client Data"). You grant Gravicity a limited, non-exclusive, royalty-free license to use, process, store, and transmit Client Data solely for the purpose of performing the Services and as otherwise described in your Service Agreement and our Privacy Policy.

5.3 AI-Generated Outputs

Subject to the terms of your Service Agreement and full payment of all applicable fees, you shall own the AI Outputs generated specifically from your Client Data through the Services, to the extent such outputs are capable of being owned under applicable law. You acknowledge that:

• The legal status of ownership of AI-generated content is evolving and may vary by jurisdiction. Gravicity makes no warranty that AI Outputs will be protectable under copyright or other intellectual property laws.
• Gravicity retains all rights in the underlying prompts, system instructions, workflow logic, and methodologies used to generate AI Outputs.
• AI Outputs may not be unique. Similar or identical outputs may be generated for other clients based on similar inputs or queries.

5.4 Pre-Existing IP

Neither party gains any rights in the other party's pre-existing intellectual property by virtue of these Terms or any Service Agreement, except for the limited licenses expressly granted herein.

5.5 Feedback

If you provide suggestions, enhancement requests, or other feedback regarding the Services ("Feedback"), you grant Gravicity a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Services without restriction or obligation to you.

6. Payment Terms

6.1 Fees

Fees for the Services are as set forth in the applicable Service Agreement or invoice. All fees are quoted and payable in Canadian dollars (CAD) unless otherwise specified in writing.

6.2 Taxes

All fees are exclusive of applicable taxes. You are responsible for all applicable federal and provincial sales taxes, including the Goods and Services Tax (GST), Harmonized Sales Tax (HST), and any provincial sales tax (PST or QST) applicable to the Services. Gravicity will charge and remit applicable taxes in accordance with the Excise Tax Act (R.S.C. 1985, c. E-15) and relevant provincial tax legislation.

6.3 Invoicing & Payment

Unless otherwise stated in your Service Agreement, invoices are due within thirty (30) days of the invoice date. Overdue amounts accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is less.

6.4 Suspension for Non-Payment

Gravicity reserves the right to suspend access to the Services if any undisputed invoice remains unpaid for more than fifteen (15) days after the due date, following at least five (5) business days' written notice of such intent to suspend. Suspension does not relieve you of the obligation to pay outstanding fees.

7. Service Level Commitments

7.1 Uptime Target

Gravicity targets 99.5% monthly uptime for the Services, measured as the percentage of total minutes in a calendar month during which the core Services are materially available. This target represents a performance objective and not a guaranteed service level agreement (SLA), unless a specific SLA is included in your Service Agreement.

7.2 Scheduled Maintenance

Scheduled maintenance windows will be communicated at least forty-eight (48) hours in advance. Time during scheduled maintenance is excluded from uptime calculations.

7.3 Exclusions

The uptime target does not apply to unavailability caused by:

• Force majeure events (as defined in Section 16).
• Outages or disruptions of third-party services (including AI providers, telephony services, and hosting infrastructure).
• Actions or omissions by you or your end users, including misuse, misconfiguration, or excessive load beyond agreed capacity.
• Internet connectivity issues beyond Gravicity's reasonable control.

7.4 Incident Communication

In the event of a service disruption, Gravicity will use commercially reasonable efforts to notify affected clients promptly and provide estimated restoration timelines.

8. Security Commitments

Gravicity maintains administrative, technical, and physical safeguards designed to protect Client Data, aligned with the AICPA Trust Service Criteria (SOC 2 framework). These safeguards include, but are not limited to:

• Encryption in transit — All data transmitted between your systems and ours is encrypted using TLS 1.2 or higher.
• Encryption at rest — Client Data stored on our systems is encrypted using AES-256 or equivalent encryption standards.
• Access controls — Access to Client Data is restricted to authorized personnel on a need-to-know basis, enforced through role-based access controls and multi-factor authentication.
• Monitoring & logging — We maintain logging and monitoring of access to systems containing Client Data.
• Vendor management — Third-party service providers that process Client Data are assessed for security practices and bound by data processing agreements.
• Incident response — We maintain a documented incident response plan and will notify affected clients of confirmed security incidents within seventy-two (72) hours of confirmation, in accordance with PIPEDA breach notification requirements.

These commitments describe our current security practices and are aligned with industry standards. They do not constitute a SOC 2 certification or guarantee that no security incident will occur. Gravicity continuously evaluates and improves its security posture in response to emerging threats and evolving best practices.

9. Third-Party Service Dependencies

The Services integrate with and depend upon third-party platforms, APIs, and infrastructure providers. Current material dependencies include:

• Anthropic (Claude API) — AI language model processing.
• OpenRouter — AI model routing and inference.
• OVH / Dokploy — Application hosting and infrastructure.
• Additional integrations as specified in your Service Agreement (e.g., CRM systems, telephony providers, analytics platforms).

You acknowledge that:

• Third-party services are governed by their own terms of service and privacy policies.
• Gravicity does not warrant the availability, performance, or security of third-party services.
• Changes, outages, or discontinuation of third-party services may affect our ability to deliver the Services. In such cases, Gravicity will use commercially reasonable efforts to identify alternative solutions or notify you of any material impact.
• We maintain data processing agreements with our sub-processors and require them to uphold privacy and security standards consistent with our obligations to you.

10. Limitation of Liability

10.1 Aggregate Cap

To the maximum extent permitted by applicable law, Gravicity's total aggregate liability arising out of or in connection with these Terms, any Service Agreement, or the Services — whether in contract, tort (including negligence), strict liability, or any other legal theory — shall not exceed the total fees actually paid by you to Gravicity during the twelve (12) months immediately preceding the event giving rise to the claim.

10.2 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, in no event shall Gravicity be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to damages for loss of profits, revenue, goodwill, data, business opportunities, or anticipated savings, regardless of whether such damages were foreseeable or whether Gravicity was advised of the possibility of such damages.

10.3 Exceptions

Nothing in these Terms shall exclude or limit Gravicity's liability for:

• Death or personal injury caused by our negligence.
• Fraud or fraudulent misrepresentation.
• Gross negligence or wilful misconduct.
• Any other liability that cannot be lawfully excluded or limited under the laws of the Province of Ontario or applicable federal law.

10.4 Allocation of Risk

You acknowledge that the fees charged for the Services reflect the allocation of risk set forth in this Section and that Gravicity would not enter into these Terms without these limitations. These limitations apply regardless of the failure of essential purpose of any limited remedy.

11. Indemnification

11.1 Client Indemnification

You agree to indemnify, defend, and hold harmless Gravicity, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Services in violation of these Terms or applicable law.
• Your Client Data, including any claim that Client Data infringes or misappropriates the intellectual property rights of a third party.
• Your misuse of, or reliance upon, AI Outputs without appropriate human review.
• Any claim arising from the actions of your end users in connection with the Services.
• Your violation of any applicable data protection or privacy law.

11.2 Indemnification Procedure

The indemnified party shall: (a) provide prompt written notice of the claim; (b) grant the indemnifying party sole control over the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent.

12. Term & Termination

12.1 Term

These Terms are effective as of the date you first access or use the Services and continue until terminated in accordance with this Section. The term of any specific Service engagement is as set forth in the applicable Service Agreement.

12.2 Termination for Convenience

Either party may terminate a Service Agreement for any reason upon thirty (30) days' prior written notice to the other party. Termination for convenience does not relieve you of the obligation to pay fees incurred prior to the effective date of termination.

12.3 Termination for Cause

Either party may terminate a Service Agreement immediately upon written notice if the other party:

• Commits a material breach of these Terms or the Service Agreement and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach.
• Becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.

12.4 Effect of Termination

Upon termination: (a) all rights and licenses granted to you under these Terms and the applicable Service Agreement shall immediately cease; (b) you shall discontinue use of the Services; (c) each party shall return or destroy the other party's confidential information in its possession; and (d) Sections 4 (AI Services), 5 (Intellectual Property), 6 (Payment), 10 (Limitation of Liability), 11 (Indemnification), 13 (Data Handling on Termination), 15 (Dispute Resolution), and 19 (Governing Law) shall survive termination.

13. Data Handling on Termination

13.1 Data Return

Upon termination or expiration of a Service Agreement, Gravicity will, upon your written request made within thirty (30) days of the effective date of termination, make your Client Data available for export in a standard, commonly used format. Gravicity will use commercially reasonable efforts to complete the data return within thirty (30) days of receiving your request.

13.2 Data Deletion

Following the expiry of the thirty (30) day data return period, or earlier upon your written instruction, Gravicity will securely delete or anonymize your Client Data from our active systems within sixty (60) days. Upon request, Gravicity will provide written confirmation of deletion.

13.3 Exceptions

Gravicity may retain Client Data beyond the periods stated above to the extent required by applicable law (including tax and financial record-keeping requirements under the Income Tax Act and the Excise Tax Act), to comply with legal process, or to enforce these Terms. Any retained data will continue to be protected in accordance with our Privacy Policy and applicable law.

14. Privacy & Data Protection

Our collection, use, disclosure, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge that you have read and understood our Privacy Policy.

We comply with the Personal Information Protection and Electronic Documents Act (PIPEDA, S.C. 2000, c. 5), applicable provincial privacy legislation (including Quebec's Act respecting the protection of personal information in the private sector), and, where applicable to the processing of personal data of individuals in the European Economic Area, the General Data Protection Regulation (GDPR, Regulation (EU) 2016/679).

Where you act as a data controller and Gravicity acts as a data processor with respect to personal data processed through the Services, the parties shall enter into a data processing agreement reflecting applicable legal requirements.

15. Dispute Resolution

15.1 Good-Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Services (a "Dispute"), the parties shall first attempt to resolve the Dispute through good-faith negotiation for a period of thirty (30) days from the date one party provides written notice of the Dispute to the other.

15.2 Mediation

If the Dispute is not resolved through negotiation within the thirty (30) day period, either party may submit the Dispute to mediation administered by the ADR Institute of Canada, Inc. (or its successor) in accordance with its then-current mediation rules. The mediation shall take place in Toronto, Ontario, unless the parties agree otherwise. The costs of mediation shall be shared equally between the parties.

15.3 Litigation

If the Dispute is not resolved through mediation within sixty (60) days of the initial dispute notice (or such longer period as the parties may agree), either party may commence legal proceedings in the courts of the Province of Ontario, as set forth in Section 19.

15.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction at any time to prevent irreparable harm, including but not limited to the unauthorized use or disclosure of confidential information or intellectual property.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond the party's reasonable control, including but not limited to: acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government actions or restrictions, power outages, internet disruptions, telecommunications failures, cyberattacks, or failures of third-party infrastructure or services (collectively, "Force Majeure Events").

The affected party shall: (a) provide prompt notice to the other party of the Force Majeure Event and its expected duration; (b) use commercially reasonable efforts to mitigate the impact and resume performance; and (c) resume performance as soon as reasonably practicable after the event ceases. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Service Agreement upon written notice without liability.

17. Modification of Terms

Gravicity reserves the right to modify these Terms at any time. We will provide thirty (30) days' prior notice of material changes by posting the updated Terms on our website and, where we have your email address, by sending an email notification.

Material changes include, but are not limited to, modifications to the limitation of liability, indemnification obligations, dispute resolution procedures, or your rights regarding data and intellectual property.

Your continued use of the Services after the effective date of the modified Terms constitutes your acceptance of the modifications. If you do not agree with any modification, you must discontinue use of the Services before the effective date of the change and may terminate your Service Agreement in accordance with Section 12.2.

Non-material changes (such as typographical corrections or formatting updates) may be made without prior notice.

18. European Union Users

If you are located in the European Union or European Economic Area:

18.1 Consumer Protection

Nothing in these Terms shall affect your rights under mandatory consumer protection laws of your country of residence, including those arising under Directive 93/13/EEC on unfair contract terms and Directive 2011/83/EU on consumer rights. Where any provision of these Terms conflicts with a mandatory consumer protection provision of your local law, the local mandatory provision shall prevail.

18.2 Applicable Law

While these Terms are governed by the laws of the Province of Ontario, Canada, EU consumers retain the benefit of any mandatory provisions of the law of their country of habitual residence, in accordance with Article 6 of Regulation (EC) No 593/2008 (Rome I).

18.3 Dispute Resolution

EU consumers may bring proceedings in the courts of their country of habitual residence. You may also access the European Commission's Online Dispute Resolution (ODR) platform at https://ec.europa.eu/odr.

18.4 Data Protection

Your personal data is processed in accordance with our Privacy Policy and the EU General Data Protection Regulation (GDPR). You may exercise your data subject rights — including the rights of access, rectification, erasure, restriction of processing, data portability, objection, and the right to lodge a complaint with your local supervisory authority — as described in our Privacy Policy.

19. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Subject to the dispute resolution procedures in Section 15 and the EU consumer provisions in Section 18, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto, for the resolution of all disputes arising out of or relating to these Terms.

20. General Provisions

20.1 Entire Agreement

These Terms, together with any applicable Service Agreement, the Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between you and Gravicity with respect to the subject matter hereof. These Terms supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, relating to such subject matter.

20.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

20.3 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Gravicity's prior written consent. Gravicity may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by these Terms. Any purported assignment in violation of this Section is void.

20.4 Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce that provision or any other provision in the future. Any waiver must be in writing and signed by the waiving party.

20.5 Notices

All notices required or permitted under these Terms shall be in writing and delivered by email to the addresses specified in the applicable Service Agreement. Notices to Gravicity for legal matters shall be sent to legal@gravicity.ca. Notices are deemed received upon confirmed delivery.

20.6 Independent Contractors

The relationship between you and Gravicity is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

20.7 Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any person or entity other than the parties hereto and their permitted successors and assigns.

20.8 Language

These Terms are drafted in English. In the event of any conflict between an English-language version and a translated version, the English-language version shall prevail.

21. Contact Information

For questions about these Terms, your Service Agreement, or our Services, please contact us: