Terms of Service

Welcome to Neon Cell ("Company," "we," "us," or "our"). By accessing or using our website at neoncell.ca and any related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). Please read them carefully.

1. Acceptance of Terms

By accessing the Services, you confirm that you are at least 18 years of age, have the legal authority to enter into these Terms, and agree to be bound by them. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. Services Description

Neon Cell provides enterprise AI solutions including, but not limited to, AI chatbot development, voice assistant deployment, business process automation, inbound and outbound call management, GPT and LLM integration, and AI video production services. Specific terms governing individual engagements are set out in separate service agreements or statements of work.

3. Use of Services

You agree to use the Services only for lawful purposes and in compliance with all applicable federal and provincial laws, including but not limited to Canadian anti-spam legislation (CASL), the Personal Information Protection and Electronic Documents Act (PIPEDA), and the Accessibility for Ontarians with Disabilities Act (AODA). You must not:

• Use the Services to transmit unsolicited commercial communications;
• Attempt to gain unauthorized access to any part of our infrastructure;
• Reverse-engineer, decompile, or disassemble any component of our AI systems;
• Use our Services to develop competing products without express written consent;
• Violate any intellectual property rights of Neon Cell or third parties.

4. Intellectual Property

All content, trademarks, logos, software, and AI models created or provided by Neon Cell remain the exclusive intellectual property of Neon Cell or its licensors. You are granted a limited, non-exclusive, non-transferable licence to use deliverables as specified in your service agreement. Nothing in these Terms transfers ownership of any intellectual property to you.

5. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the Services and to use such information solely to fulfil obligations under these Terms or a relevant service agreement.

6. Payment and Fees

Fees for Services are set out in the applicable proposal or statement of work. All amounts are in Canadian dollars unless otherwise stated. Invoices are due within 30 days of issue. Neon Cell reserves the right to suspend Services for overdue accounts.

7. Limitation of Liability

To the maximum extent permitted by applicable law, Neon Cell's total liability to you for any claim arising under these Terms shall not exceed the fees paid by you in the three (3) months preceding the claim. In no event shall Neon Cell be liable for indirect, incidental, special, consequential, or punitive damages.

8. Disclaimer of Warranties

The Services are provided "as is" and "as available." Neon Cell makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. AI-generated outputs are provided for informational purposes and do not constitute professional legal, financial, or medical advice.

9. Indemnification

You agree to indemnify, defend, and hold harmless Neon Cell and its officers, directors, employees, and agents from any claims, damages, or expenses (including reasonable legal fees) arising from your use of the Services or your breach of these Terms.

10. Termination

Either party may terminate a service engagement in accordance with the applicable service agreement. Neon Cell reserves the right to suspend or terminate access to the Services immediately for material breach of these Terms.

11. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute shall be resolved exclusively in the courts of Toronto, Ontario.

12. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by posting the revised Terms on our website with an updated effective date. Continued use of the Services after changes constitutes acceptance.

13. Contact

For questions about these Terms, please contact us at contactus@neoncell.ca or by phone at 647-601-7977.