Terms and Conditions

1.Definitions

In these Terms and Conditions, the following definitions apply:

• "A4B", "we", "our", or "us" means A4B Software Solutions Inc., a corporation incorporated in Ontario, Canada.
• "Services" means all software products, platforms, APIs, and professional services provided by A4B, including A4B AI Agents (including Sophia AI), Dealership Document Scanning & OCR, Driver's Licence Verification, and Finance Manager Dashboard.
• "Client" or "you" means the business entity or individual who subscribes to the Services under a service agreement or by creating an account.
• "End-User" means any individual who interacts with the Services through a Client's deployment, including customers of the Client.
• "Client Data" means all data, including personal information, that a Client uploads to, processes through, or generates using the Services.
• "A4B Platform" means the software infrastructure, APIs, and cloud systems operated by A4B.
• "Personal Information" has the meaning given to it under PIPEDA and includes any information about an identifiable individual.
• "Third-Party Services" means platforms and APIs operated by third parties integrated with the A4B Platform, including Meta (WhatsApp Business Cloud API, Facebook Ads), Twilio, AWS, and Google Cloud.
• "Subscription Fee" means the recurring fee payable by the Client for access to the Services, as set out in the applicable service agreement or A4B's current pricing schedule.

2.Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between A4B Software Solutions Inc. and the Client. By:

• creating an account on the A4B Platform;
• signing a service agreement that incorporates these Terms; or
• accessing or using any A4B Service;

the Client agrees to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference and available at a4b.ca/legal/policy.

If you are accepting these Terms on behalf of a corporation or other legal entity, you represent and warrant that you have the authority to bind that entity. If you do not have such authority, you must not accept these Terms.

3.Description of Services

3.1A4B AI Agents (Including Sophia AI)

A4B provides configurable AI-powered virtual agent services that interact with End-Users via SMS, RCS, WhatsApp, voice calls, and other supported channels. AI agents are deployed by Clients to perform tasks such as collecting contact information, scheduling appointments, and managing business workflows. Clients are solely responsible for configuring agents in compliance with applicable law and for ensuring appropriate consents are obtained from End-Users prior to initiating any communication through an AI agent.

3.2Dealership Document Scanning & OCR

A4B provides automated document ingestion and optical character recognition (OCR) services for automotive dealerships and other business clients. Clients upload documents through the A4B Platform, and A4B returns structured extracted data. Clients are responsible for ensuring they have authority to upload and process any documents containing third-party personal information.

3.3Driver's Licence Verification

A4B provides identity verification services that use AWS Rekognition to process images of government-issued photo identification documents uploaded by the Client or End-User. This service is subject to the following conditions:

• Clients must obtain express, informed consent from each individual whose identification document is being verified, prior to submission of that document to the A4B Platform.
• Clients must inform each individual that their licence image will be stored by A4B for up to 30 days and then permanently deleted.
• Licence images may not be used for any purpose other than identity verification.
• Clients must not upload identification documents belonging to individuals who have not provided consent.
• Misuse of this service to process identification documents without consent may constitute an offence under PIPEDA, applicable provincial privacy laws, and potentially criminal law.

3.4Finance Manager Dashboard

A4B provides a business intelligence dashboard for finance managers at automotive dealerships. Clients are responsible for the accuracy and lawfulness of the data they input into the dashboard, including any personal information of their employees or customers.

4.Account Registration and Security

To access the Services, Clients must create an account and provide accurate, current, and complete registration information. Clients are responsible for:

• Maintaining the confidentiality of their account credentials.
• Restricting access to their account to authorized personnel only.
• All activities that occur under their account.
• Notifying A4B immediately at privacy@a4b.ca of any unauthorized access or security breach.

A4B reserves the right to suspend or terminate accounts that show signs of unauthorized access, fraudulent activity, or violation of these Terms.

5.Fees, Payment, and Subscription

5.1Subscription Fees

Access to the Services is subject to payment of the applicable Subscription Fee as set out in A4B's current pricing schedule or the Client's service agreement. Fees are quoted in Canadian dollars unless otherwise stated.

5.2Billing and Payment

• Subscription Fees are billed in advance on a monthly or annual basis, as selected by the Client.
• Payment is due on the first day of each billing period. A4B uses PCI-DSS compliant third-party payment processors; A4B does not store raw payment card data.
• Failure to pay Subscription Fees within 10 days of the due date may result in suspension of Services. Failure to pay within 30 days may result in termination of the account.

5.3Taxes

Subscription Fees are exclusive of applicable taxes, including HST/GST. Clients are responsible for all applicable taxes arising from their use of the Services.

5.4Refunds

Subscription Fees are non-refundable except as required by applicable law, or as expressly agreed in writing by A4B. Prorated refunds for mid-period cancellations are not provided unless otherwise specified in a service agreement.

5.5Fee Changes

A4B reserves the right to change Subscription Fees upon not less than 30 days' prior written notice to the Client. Continued use of the Services after the effective date of a price change constitutes acceptance of the new fees.

6.Client Obligations and Acceptable Use

6.1General Obligations

By using the Services, Clients agree to:

• Use the Services only for lawful business purposes and in compliance with all applicable laws and regulations, including PIPEDA, CASL, TCPA, and applicable provincial privacy laws.
• Ensure that all personal information uploaded to or processed through the Services was collected lawfully and with the required consent.
• Maintain accurate and up-to-date contact and account information.
• Cooperate with A4B in any audit or investigation relating to compliance with these Terms or applicable law.

6.2Messaging Compliance Obligations

Clients who use AI agent, SMS, RCS, WhatsApp, or voice call features represent, warrant, and agree that:

• They have obtained all legally required consents from End-Users (express consent under CASL for Canadian recipients; prior express written consent under TCPA for US recipients) before initiating any outbound communication through the A4B Platform.
• They will maintain records of all consents obtained and produce such records to A4B or regulatory authorities upon request.
• They will honor all opt-out requests from End-Users promptly and ensure their opt-out status is reflected in their systems to prevent re-messaging.
• They will not send communications that constitute spam, harassment, or unsolicited commercial messages.
• They will comply with WhatsApp's Business Policy, Twilio's Messaging Policy, Meta's advertising standards, and any carrier requirements applicable to their messaging use case.
• They have registered their messaging campaigns with applicable A2P 10DLC programs for US traffic if required by Twilio and US carriers.

6.3Prohibited Uses

Clients must not use the Services to:

• Process, store, or transmit personal information in violation of applicable privacy law.
• Conduct identity verification without the express informed consent of the individual whose document is being verified.
• Send commercial electronic messages without the required consent under CASL or TCPA.
• Engage in deceptive, fraudulent, harassing, abusive, or unlawful communications with End-Users.
• Violate any third-party platform terms of service (including Meta's and Twilio's policies).
• Attempt to reverse-engineer, decompile, or disassemble the A4B Platform.
• Introduce malicious code, viruses, or any software that may damage A4B's systems.
• Resell or sublicense the Services without A4B's prior written consent.
• Collect, process, or use sensitive personal information (including health data, financial account numbers, or Social Insurance Numbers) through the AI agent services, except as expressly agreed with A4B in writing.

7.Data Ownership and Data Processing Responsibilities

7.1Client Data Ownership

Clients retain all ownership rights in Client Data. A4B does not claim any ownership over Client Data. A4B processes Client Data solely as a data processor acting on the Client's instructions, except where A4B acts as a data controller in its own right (e.g., in relation to its own Client relationship management data).

7.2A4B as Data Processor

Where A4B processes End-User personal information on behalf of a Client, A4B acts as a data processor and the Client acts as the data controller. The Client, as data controller, is responsible for:

• Having a lawful basis for collecting and processing End-User personal information.
• Providing required privacy notices to End-Users.
• Responding to End-Users' access, correction, and deletion requests in relation to their personal information.
• Ensuring their privacy practices comply with applicable law.

A4B will process End-User personal information only in accordance with the Client's documented instructions and the requirements of this Agreement and our Privacy Policy.

7.3Data Processing for Driver's Licence Verification

Given the sensitive nature of government-issued identification data, Clients acknowledge and agree that:

• A4B processes licence images and extracted identity data solely to deliver the verification result to the Client. A4B does not retain, use, or disclose this data for any other purpose.
• The Client is solely responsible for their downstream use of verification results, including compliance with applicable identity verification laws.
• A4B's 30-day image deletion schedule is automatic and final. Clients should not rely on A4B for any longer-term storage of identification images.

7.4Licence Grant

The Client grants A4B a limited, non-exclusive, royalty-free licence to process Client Data solely for the purpose of providing the Services. A4B may use anonymized or aggregated data derived from use of the Services (which does not constitute personal information) for the purpose of improving its products and services.

8.Intellectual Property

All rights, title, and interest in the A4B Platform, software, documentation, AI models, brand, and associated intellectual property remain the exclusive property of A4B Software Solutions Inc. These Terms do not convey any ownership rights to the Client.

Clients are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Services solely for their internal business purposes during the term of their subscription, subject to compliance with these Terms.

Clients retain all intellectual property rights in their own data, brand assets, and content uploaded to the Platform.

9.Confidentiality

Each party agrees to keep confidential all non-public information of the other party ("Confidential Information") disclosed in connection with the Services, and to use Confidential Information only for the purpose of performing obligations or exercising rights under these Terms. Each party will protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information, but not less than a reasonable standard of care.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) must be disclosed by law or court order, provided the disclosing party gives prompt written notice to the other party where legally permissible.

10.Warranties and Representations

10.1A4B Warranties

A4B represents and warrants that:

• It has the authority to enter into these Terms.
• The Services will perform materially in accordance with A4B's documentation.
• A4B will comply with applicable Canadian and US privacy laws in its processing of personal information.
• A4B will maintain appropriate security safeguards as described in the Privacy Policy.

10.2Client Warranties

The Client represents and warrants that:

• It has the authority to enter into these Terms and to bind itself (and, if applicable, its organization) to these Terms.
• It has obtained all required consents from End-Users before initiating any communication or data processing through the Services.
• Its use of the Services will comply with all applicable laws and regulations.
• It has not and will not upload to the Platform any personal information that it does not have the legal right to process.

10.3Disclaimer of Warranties

11.Limitation of Liability

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the above limitations apply to the maximum extent permitted by law.

The Client acknowledges that the Subscription Fee reflects the allocation of risk set out in this Section, and that A4B would not have entered into these Terms on different terms.

12.Indemnification

The Client agrees to indemnify, defend, and hold harmless A4B, its officers, directors, employees, and agents from and against any claims, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or related to:

• The Client's breach of these Terms.
• The Client's violation of applicable law, including PIPEDA, CASL, TCPA, or applicable provincial privacy statutes.
• The Client's failure to obtain required consents from End-Users before using AI agent, messaging, or identity verification features.
• The Client's misuse of Driver's Licence Verification results.
• Any claim by an End-User or regulatory authority arising from the Client's use of the Services.
• Violations of WhatsApp's Business Policy or Twilio's Messaging Policy caused by the Client's messaging campaigns.

A4B will notify the Client promptly of any claim for which indemnification is sought, provided that failure to notify will not relieve the Client's indemnification obligations except to the extent the Client is materially prejudiced by the failure to notify.

13.Third-Party Services and Platforms

The Services integrate with third-party platforms including Meta (WhatsApp Business Cloud API, Facebook Ads), Twilio, AWS, and Google Cloud. The Client acknowledges and agrees that:

• Use of Third-Party Services is subject to those providers' own terms of service, privacy policies, and acceptable use policies.
• A4B is not responsible for the availability, performance, or policies of Third-Party Services.
• A4B may be required to suspend or modify features of the Services if a Third-Party Service provider changes its terms, suspends access, or takes enforcement action.
• Meta may suspend or restrict a Client's WhatsApp Business Account if the Client's messaging practices violate Meta's Business Policy. A4B is not liable for such suspension.
• Twilio may suspend message delivery if a Client's messaging traffic violates Twilio's Messaging Policy or applicable carrier requirements. A4B is not liable for such suspension.

Clients are responsible for independently reviewing and complying with the terms of all Third-Party Services used in connection with the A4B Platform.

14.Term and Termination

14.1Term

These Terms commence on the date the Client creates an account or signs a service agreement and continue until the subscription is terminated in accordance with this Section.

14.2Termination by Client

The Client may terminate their subscription at any time by providing written notice to A4B at privacy@a4b.ca. Termination will take effect at the end of the current billing period, and no refunds will be issued for the remaining portion of the paid billing period.

14.3Termination by A4B

A4B may terminate or suspend the Client's access to the Services immediately and without notice if the Client:

• Breaches any material provision of these Terms, including Sections 6 (Acceptable Use) or 7 (Data Responsibilities), and fails to remedy the breach within 10 days of written notice.
• Engages in fraudulent, abusive, or illegal activity.
• Fails to pay Subscription Fees within 30 days of the due date.
• Causes harm to A4B's systems, reputation, or Third-Party Service relationships.

A4B may also terminate these Terms for convenience upon 30 days' written notice to the Client, in which case A4B will provide a prorated refund of prepaid fees for the unused portion of the subscription.

14.4Effect of Termination

Upon termination:

• The Client's access to the Services will be disabled.
• A4B will retain Client Data for 30 days after termination, during which the Client may request an export of their data. After 30 days, Client Data will be deleted from A4B's systems, subject to any legal hold obligations.
• All outstanding fees become immediately due and payable.
• Provisions of these Terms that by their nature should survive termination will survive, including Sections 8 (IP), 9 (Confidentiality), 10.3 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), and 16 (Governing Law).

15.Privacy

A4B's collection, use, and disclosure of personal information is governed by our Privacy Policy, available at a4b.ca/legal/policy, which is incorporated into these Terms by reference. Clients acknowledge that they have read and understood the Privacy Policy. In the event of any conflict between these Terms and the Privacy Policy with respect to personal information, the Privacy Policy prevails.

16.Governing Law and Dispute Resolution

16.1Governing Law

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

16.2Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, for the resolution of any dispute arising out of or in connection with these Terms, provided that either party may seek interim or interlocutory relief in any court of competent jurisdiction.

16.3Dispute Resolution

Before commencing any legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of 30 days from the date one party provides written notice of the dispute to the other. If the dispute is not resolved within that period, either party may pursue legal remedies.

17.General Provisions

17.1Entire Agreement

These Terms, together with the Privacy Policy and any applicable service agreement signed by the parties, constitute the entire agreement between A4B and the Client with respect to the Services and supersede all prior agreements, representations, and understandings.

17.2Amendments

A4B may amend these Terms at any time by posting revised Terms at a4b.ca/legal/terms and providing 14 days' prior written notice to registered Clients for material changes. Continued use of the Services after the effective date constitutes acceptance of the amended Terms.

17.3Assignment

Clients may not assign or transfer any rights or obligations under these Terms without A4B's prior written consent. A4B may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees to be bound by these Terms.

17.4Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable.

17.5Waiver

A4B's failure to enforce any right under these Terms does not constitute a waiver of that right. Any waiver must be in writing and signed by an authorized representative of A4B.

17.6Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond that party's reasonable control, including natural disasters, government actions, telecommunications failures, or acts of third-party providers (including AWS, Google Cloud, Meta, or Twilio outages).

17.7Language

These Terms are written in English. The parties agree that the English version governs in the event of any conflict with a translation, except where required by law.

17.8Contact

For notices, questions, or concerns regarding these Terms, please contact: