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Terms and conditions

DatSOR Terms and Conditions

Effective Date: October 1st 2026. (Supersedes the version effective January 14, 2026, as amended June 15, 2026)

Welcome to DatSOR. These Terms and Conditions (“Terms“) govern your access to and use of the website located at https://datsor.com/ (the “Website“) and our AI-powered inbound sales automation platform (the “Service“), provided by 17466382 CANADA INC., operating as DatSOR.

Please read these Terms carefully. By accessing or using the Website, registering for an account, or checking the acceptance box during registration, you enter into a legally binding contract with DatSOR, governed by these Terms and our Privacy Policy at https://datsor.com/privacy-policy/. If you do not agree to these Terms, you must not access the Website or use the Service.

1. Definitions

  • “DatSOR,” “we,” “our,” or “us”: 17466382 CANADA INC., a corporation incorporated under the federal laws of Canada, Niagara Falls, Ontario, Canada.
  • “Client” or “you”: the business entity (or individual acting for business purposes) that registers for and uses the Service.
  • “End-Customer”: any individual who interacts with the Client’s WhatsApp Business, Instagram Business, or Website Chat channels through the AI Sales Agent.
  • “AI Sales Agent”: the conversational AI agent configured through the Service to qualify, engage, and manage inbound sales inquiries on the Client’s behalf, including through a shopping-cart function and multilingual conversation capabilities.
  • “Service”: the DatSOR software-as-a-service platform that connects the Client’s conversational channels, synchronizes the Client’s catalog and business information, and operates the AI Sales Agent.
  • “User Content”: business information, catalogs, pricing, FAQs, scripts, and other materials the Client uploads or provides to configure and train the AI Sales Agent.
  • “Customer Data”: the text, media, and metadata of conversations between End-Customers and the AI Sales Agent through the Service.
  • “Third-Party Services”: third-party APIs, infrastructure, and tools used by or integrated with the Service, including the WhatsApp Business Platform and Instagram APIs (Meta Platforms, Inc. and its affiliates, “Meta“), Amazon Web Services (“AWS“), Google LLC (including Google Gemini), and payment processors such as Stripe.
  • “Meta Fees”: any fee, charge, surcharge, tax, or rate imposed by Meta (or any other Third-Party Service provider) for messaging, conversations, templates, API access, or any related functionality, as they exist now or may be introduced or modified in the future.
  • “Order Form”: the plan selection made by the Client through the online checkout on the Website, or a written invoice or order executed by both parties. Each Order Form incorporates the plan description (including included features and usage limits) published on the Website’s pricing page at the time of purchase.
  • “Service Agreement”: these Terms together with the applicable Order Form.

2. Acceptance of Terms and Electronic Signature

By clicking the acceptance checkbox during account creation, you provide your binding electronic signature and form a legal contract with DatSOR. You acknowledge and agree that:

  1. Your electronic consent is valid and enforceable under applicable electronic-commerce laws, including the Ontario Electronic Commerce Act, 2000, Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), the U.S. E-SIGN Act, and equivalent laws.
  2. This Service Agreement takes effect immediately, governs your Free Trial, and continues to govern any paid subscription you later purchase.
  3. You have full legal authority to bind your business entity to these Terms.
  4. The Service is offered to businesses and for business purposes only, and not for personal, family, or household use.

3. Service Description, Scope, and AI Operations

3.1 Purpose of the Service

The Service provides a cloud-based platform using conversational AI agents to automate the qualification, engagement, and management of inbound sales inquiries received through the Client’s WhatsApp Business, Instagram Business, and Website Chat channels.

3.2 Interface and Messaging Access

DatSOR grants the Client access to a digital platform to configure the AI Sales Agent, upload User Content, and monitor Customer Data.

  • Standard (non-API) WhatsApp Business and Instagram accounts: Conversations are transmitted in real time, allowing the Client to view and take over conversations within Meta’s native applications as well as within the DatSOR interface.
  • WhatsApp “Coexistence”: Where the Client uses Meta’s Coexistence feature to operate the same number on both the WhatsApp Business app and the WhatsApp Business Platform (API), the availability, behaviour, limits, and pricing of that feature are determined solely by Meta and may change at any time. Messages sent through the API (including by the AI Sales Agent) are subject to Meta Fees under Section 6, and DatSOR does not control or guarantee how Meta treats messages sent from the native app.
  • Direct WhatsApp Business API (Cloud API) lines: If the Client connects a WhatsApp Business API line that cannot be accessed through Meta’s native applications, the Client acknowledges that those conversations can be accessed, viewed, and managed only through the DatSOR interface. Upon termination or expiration, access to these histories through DatSOR ends immediately, subject to the export right in Section 3.5.
  • Website Chat widget: Conversations do not synchronize to external messaging platforms and are viewable, managed, and archived only within the DatSOR interface.

3.3 Shopping Cart and Transactions

The AI Sales Agent may allow End-Customers to build a shopping cart based on the Client’s catalog. The Client acknowledges that:

  1. DatSOR is a technology provider only. DatSOR is not the seller, merchant of record, or party to any transaction between the Client and an End-Customer.
  2. The Client is solely responsible for the accuracy of its catalog, prices, taxes, stock, and shipping terms, for fulfilling orders, for issuing refunds, and for compliance with consumer protection and tax laws.
  3. The Service does not include a payment gateway. The AI Sales Agent only records the order; the End-Customer’s payment is arranged and collected directly by the Client, outside the Service. DatSOR does not process, hold, or guarantee any End-Customer payment, and is not responsible for non-payment, fraud, chargebacks, or payment disputes.

3.4 Multilingual Conversations and Translation

The AI Sales Agent may converse with End-Customers in the End-Customer’s language, while the Client views messages in the Client’s preferred language through the platform. Translations are generated automatically and may contain errors, omissions, or nuances lost in translation. The Client is responsible for reviewing conversations and for any commitment made on the basis of a translated message. DatSOR is not liable for misunderstandings arising from automated translation.

3.5 Data Retention, Deletion, and Export

Upon termination or expiration of the Service Agreement, DatSOR’s technical processing of messages ceases immediately.

  • Standard native accounts: The Client retains the chat histories stored locally in its own WhatsApp Business and Instagram applications.
  • Website Chat and direct WhatsApp API logs: These become inaccessible through the platform upon termination.
  • Export window: Within thirty (30) days after termination, the Client may request a one-time export of its Website Chat and/or direct WhatsApp API logs in CSV format, for archival purposes only. These files cannot be imported back into Meta’s applications.
  • Purge: DatSOR has no obligation to host, retain, or store Customer Data beyond this 30-day window. After that period, such data will be deleted or irreversibly anonymized from DatSOR’s active systems, and from backups within ninety (90) days thereafter, except where retention is required by law.

3.6 Messaging Limitations and 24-Hour Service Window

DatSOR operates through Meta’s official APIs. The Client acknowledges and agrees that:

  1. The Service is designed for inbound sales engagement. The Client shall not use the Service for bulk, unsolicited, or unauthorized proactive messaging.
  2. Meta restricts free-form (non-template) messaging to a 24-hour customer service window that opens when the End-Customer sends a message and runs from the End-Customer’s most recent message. Free-form replies attempted through DatSOR outside that window will fail. Outside the window, only messages permitted by Meta (such as approved templates) may be sent, and Meta may impose additional charges and conditions for them.
  3. Meta’s rules, categories, and limits may change at any time, and DatSOR has no control over them.

3.7 AI Limitations, “Hallucinations,” and Human Oversight

The Client acknowledges that artificial intelligence is probabilistic in nature. DatSOR does not guarantee any sales outcome, conversion rate, or the accuracy of AI outputs.

  • Inaccuracies: The AI Sales Agent may generate inaccurate, incomplete, nonsensical, or misleading information (“hallucinations”), including about prices, stock, policies, or product details.
  • Verification duty: The Client is responsible for reviewing and verifying all User Content, and for configuring, testing, and supervising the AI Sales Agent.
  • Liability exclusion: To the maximum extent permitted by law, DatSOR is not liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages (including financial loss, lost profits, lost opportunities, loss of goodwill or reputation, regulatory fines, or third-party contract disputes) arising from any statement, promise, representation, omission, error, translation, or automated decision made by the AI Sales Agent to End-Customers or any third party, regardless of subject matter (including pricing, stock, policies, product details, contract terms, or legal disclosures).
  • Client responsibility: The Client assumes sole responsibility for all communications, commitments, and transactions made or facilitated by the AI Sales Agent, and agrees to regularly monitor and supervise active conversations.

3.8 System Notifications

The platform sends automated email alerts to the Client: (a) when the AI cannot resolve an inquiry based on the User Content; (b) when an End-Customer requests a human agent; and (c) upon the successful closure of a sale, with a summary of the interaction. DatSOR does not guarantee email delivery, which depends on third-party email providers and the Client’s own systems.

3.9 Service Delivery and Provisioning

Upon successful payment or execution of an Order Form, access to the paid tier and its usage limits is provisioned automatically and digitally. The Client receives an electronic confirmation and receipt at the email address registered to the account.

4. Account Registration and Use

  1. Eligibility: You represent that you are a legally operating business or an individual of legal age of majority in your jurisdiction, acting for business purposes, and that your use of the Service does not violate any law.
  2. Accuracy: You must provide and maintain complete, accurate, and current information.
  3. Credential security: You are solely responsible for safeguarding your username, password, and Meta API credentials. Activity under your account is deemed authorized by you. You must notify us promptly of any unauthorized use.
  4. Continuous contract: By checking the consent box, you enter a single, continuous contract governing your Free Trial and all subsequent paid billing cycles.

5. Client Responsibilities

The Client agrees to, and assumes sole responsibility for:

  1. Legal compliance: Complying with all applicable data protection, marketing, and electronic communications laws, including PIPEDA, Canada’s Anti-Spam Legislation (CASL), applicable provincial laws (including Quebec’s Law 25), the EU/UK GDPR, California’s CCPA/CPRA, and Brazil’s LGPD.
  2. End-Customer consent and AI disclosure: Obtaining all required consents from, and providing all legally required disclosures to, End-Customers, including clearly informing them that they are interacting with an automated AI agent, that their conversation data and metadata are collected and processed, and that such data is shared with DatSOR as a data processor and with its sub-processors.
  3. Meta policies: Complying with the WhatsApp Business Terms, WhatsApp Business Messaging Policy, Meta Commerce Policy, Instagram Terms, and any other Meta policy, as updated from time to time.
  4. Human takeover and responsiveness: When an email alert indicates an End-Customer requested human intervention, the platform pauses automated AI responses for that contact. The Client is solely responsible for monitoring alerts and responding manually through the DatSOR dashboard or native applications, within 24 hours where necessary to keep the messaging window open.
  5. Meta account standing: DatSOR has no control over Meta’s enforcement. If Meta restricts, suspends, or bans the Client’s WhatsApp or Instagram accounts for any reason (including the Client’s scripts, business type, or policy violations), the Client’s obligation to pay all subscription fees remains in effect until the subscription is cancelled under Section 10.
  6. Prohibited content: Not using the Service to promote, sell, or discuss goods or services prohibited by Meta’s policies or applicable law, including illegal drugs, adult or sexual content, weapons, explosives, tobacco, unauthorized medical products or supplements, gambling, hate speech, or deceptive financial schemes.
  7. Acceptable use: Not using the Service to send spam, to harass, defraud or deceive, to infringe the rights of others, to interfere with or overload the Service, or to attempt unauthorized access to it.

6. Meta Fees and Changes to Third-Party Pricing

  1. Client’s sole responsibility. The Client is solely and exclusively responsible for all Meta Fees. This includes, without limitation, fees for business-initiated, marketing, utility, authentication, and service messages and templates, and any fee for messages sent by the AI Sales Agent, by a human agent, or by any automated workflow. DatSOR’s subscription fees do not include Meta Fees unless an Order Form expressly says so.
  2. Pricing is set by Meta and may change at any time. The Client acknowledges that Meta (and other Third-Party Service providers) may at any time, with or without notice, modify, introduce, or eliminate fees, pricing models, rate cards, free allowances, message categories, billing rules, or payment requirements. This includes, without limitation, changes taking effect on or after October 1, 2026, under which messages sent within the 24-hour customer service window (including AI-generated replies) may become chargeable, in whole or in part, after any free monthly allowance established by Meta, and under which Meta may require a valid payment method to be on file in order to deliver messages.
  3. No liability. DatSOR does not set, control, or influence Meta Fees and is not responsible or liable for any increase, introduction, or change in Meta Fees; for any resulting increase in the Client’s costs; for any difference between costs the Client expected and costs actually charged; or for any message that fails to be delivered because the Client lacks a valid payment method, has insufficient funds, or has exceeded a limit with Meta. No refund, credit, discount, or fee adjustment will be granted by DatSOR because of such changes.
  4. Usage drives cost. The Client understands that each message the AI Sales Agent sends may generate Meta Fees, and that conversation volume, conversation design, and the use of templates affect the Client’s total costs. The Client is responsible for monitoring its Meta usage and billing, and for configuring its WhatsApp Business Account and payment method with Meta. Any cost estimate provided by DatSOR is informational only and not a commitment.
  5. No obligation to notify. DatSOR may, but is not required to, inform the Client of changes in Meta Fees. The Client is responsible for reviewing Meta’s published pricing and notices.
  6. Right to adjust. If a change in Meta Fees or Third-Party Service terms materially affects the cost or feasibility of providing the Service, DatSOR may adjust its own fees, usage limits, or features on thirty (30) days’ notice (or shorter notice if Meta requires), and the Client may cancel before the change takes effect.
  7. Direct billing by Meta; no visibility. The Client enters its payment method directly in Meta’s platform (including its WhatsApp Business Account), and Meta charges that payment method automatically. DatSOR does not collect, invoice, resell, or reimburse Meta Fees, and has no access to, visibility of, or involvement in the amounts Meta charges the Client. DatSOR cannot verify, dispute, or resolve any Meta billing matter, and the Client must address all billing questions and disputes directly with Meta.

7. User Content and AI Training License

7.1 License to DatSOR

The Client retains ownership of its User Content. By uploading or transmitting User Content, the Client grants DatSOR a worldwide, non-exclusive, royalty-free, sublicensable (to sub-processors only, as needed to provide the Service), and transferable (only in connection with a merger or sale of DatSOR) license to host, store, reproduce, modify, and process the User Content solely to configure, operate, and calibrate the AI Sales Agent assigned to the Client’s account.

7.2 Meta Policy Alignment and AI Training Restrictions

DatSOR aligns with Meta’s WhatsApp Business Solution Terms and developer policies, and covenants that:

  • No general AI training: DatSOR does not and will not use Customer Data to train, retrain, or fine-tune any general-purpose AI model, third-party large language model, or broad machine-learning system, and requires its AI sub-processors to do the same under their contractual terms.
  • Task-specific AI: The AI systems used are task-specific and designed solely to support the Client’s own business-to-customer workflows (sales, support, and operations).
  • Environment isolation: Each Client’s AI environment is isolated. Conversations and User Content from one Client will not be used to calibrate, train, or improve the AI agent of another Client.

7.3 Service Optimization

DatSOR may use aggregated, anonymized, and de-identified technical metrics (such as latency, error logs, and message volume) to maintain and improve the platform, provided they contain no Customer Data, personal information, or proprietary business details.

7.4 Trade Secrets

DatSOR will not disclose non-public proprietary business information or trade secrets in the Client’s User Content to any third party or competitor, except to sub-processors bound by confidentiality, or as required by law.

8. Customer Data (Data Processing)

  1. Roles: For personal data of End-Customers, the Client is the controller (or equivalent) and DatSOR is the processor (or service provider). DatSOR processes Customer Data only on the Client’s documented instructions and in accordance with this Agreement.
  2. Hosting: Customer Data and User Content are hosted on cloud servers provided by AWS, located in the United States. The Client instructs DatSOR to transfer, process, and store Customer Data in those locations and acknowledges it may be subject to the laws of those jurisdictions.
  3. Security: DatSOR maintains commercially reasonable technical, physical, and organizational safeguards appropriate to industry standards for SaaS platforms.
  4. Security incidents: DatSOR will notify the Client without undue delay after becoming aware of a security incident affecting the Client’s Customer Data. The Client is responsible for any notification to End-Customers or regulators that the law requires of it as controller.
  5. Sub-processors: The Client authorizes DatSOR to engage sub-processors (including AWS, Google, and AI model providers) to deliver the Service, each bound by confidentiality and data protection obligations no less protective than these Terms. A current list is available at [URL OR ON REQUEST AT support@datsor.com].
  6. DPA: Clients subject to laws requiring specific processing terms (such as GDPR Article 28) may execute DatSOR’s standard Data Processing Addendum by contacting support@datsor.com. Once executed, it supersedes this Section 8.
  7. Regional provisions. Clients located in, or whose End-Customers are located in, the European Economic Area, the United Kingdom, Switzerland, or Quebec, Canada must contact support@datsor.com before using the Service for those End-Customers. For those Clients: (a) DatSOR will execute its Data Processing Addendum, which includes the transfer mechanisms (such as Standard Contractual Clauses) required for transferring personal data to the United States, where Customer Data is hosted; (b) the Client remains responsible, as controller, for its lawful basis for processing, End-Customer disclosures, and responses to data subject requests (with which DatSOR will reasonably assist); and (c) [a French-language version of these Terms is available on request for Clients in Quebec]. DatSOR may decline to onboard Clients in these regions until the above is in place.

9. Third-Party Dependencies and Platform Availability

  1. Dependency: The Service depends entirely on the continuous availability, stability, and compatibility of Third-Party Services (such as AWS, Meta’s APIs, and AI models). Third-Party Services are governed by their own terms, which the Client must also comply with.
  2. No liability for outages or changes: DatSOR is not responsible for downtime, message delivery failures, degradation, restrictions, or loss of functionality caused by outages, policy updates, pricing changes, API changes, rate limits, account restrictions, or the discontinuation of any Third-Party Service.
  3. No SLA; no refunds for external downtime: DatSOR does not guarantee any uptime percentage. No refunds, credits, or adjustments will be issued for downtime or suspension originating from Third-Party Services or the Client’s own providers. DatSOR will use commercially reasonable efforts to restore the Service in a timely manner.
  4. Changes to the Service: DatSOR may modify, add, or discontinue features, provided that the core functionality of the paid plan is not materially reduced during a paid billing cycle without a pro-rata remedy.

10. Fees, Billing, and Subscriptions

  1. Order Form: Access is billed on a recurring subscription basis. When the Free Trial ends, the platform is locked until the Client selects a plan and provides valid payment details. Completing checkout or paying an invoice constitutes an executed Order Form.
  2. Auto-renewal: Subscriptions are billed monthly in advance and renew automatically for successive monthly cycles unless cancelled through the platform control panel or by written notice to support@datsor.com before the next billing date. After cancellation, the Client keeps access until the end of the current paid cycle.
  3. Payments: Payments are made in U.S. dollars or the currency stated in the Order Form, by bank transfer or through authorized third-party processors (including Stripe). The Client agrees to the processors’ terms. The Client authorizes DatSOR to charge the payment method on file for all recurring fees.
  4. Usage limits: Each plan includes usage limits (such as token or message limits). If the Client exhausts its limits, the AI Sales Agent may pause automatically until the next billing cycle or until the Client upgrades. DatSOR is not liable for missed sales or paused service caused by limit exhaustion. The applicable limits are those described for the selected plan on the Website’s pricing page at the time of purchase, which form part of the Order Form; changes affecting existing subscribers are made under Sections 10.8 and 19. Usage limits are separate from, and do not include, Meta Fees (see Section 6).
  5. Taxes: Fees exclude applicable taxes and duties (including HST/GST), which the Client must pay.
  6. Late payment: Overdue amounts may bear interest at 1.5% per month (18% per annum) (or the maximum permitted by law, if lower), and DatSOR may suspend the Service under Section 13.
  7. Refunds: All fees are non-refundable, and there are no refunds or credits for partially used billing cycles, unused tokens, or early cancellation. If a technical issue prevents the Client from using the Service, or if the Client believes a billing error occurred, the Client may contact support@datsor.com within seven (7) days of the transaction, and DatSOR will review the matter in good faith.
  8. Price changes: DatSOR may change subscription prices on at least thirty (30) days’ notice, effective at the next billing cycle after the notice period.

11. Intellectual Property and Licensing Restrictions

  1. DatSOR ownership: DatSOR, its source code, algorithms, conversational structures, AI pipelines, logos, and design assets, and all modifications and derivatives, remain the exclusive property of 17466382 CANADA INC. No ownership of DatSOR’s IP is transferred.
  2. Limited license: DatSOR grants the Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Service for its internal business operations.
  3. Restrictions: The Client shall not (a) sublicense, rent, lease, resell, or distribute the Service, or operate it as a service bureau or white-label solution; or (b) reverse engineer, decompile, or attempt to extract the source code or training methodologies of the Service.
  4. Feedback: The Client grants DatSOR a perpetual, royalty-free license to use suggestions and feedback to improve the Service, without identifying the Client.

12. Confidentiality

Each party will protect non-public information disclosed by the other that is marked confidential or reasonably understood to be confidential (including User Content, Customer Data, business plans, technical specifications, algorithms, and pricing). Neither party may disclose it to a third party except to employees, consultants, or sub-processors with a need to know who are bound by confidentiality obligations, or when compelled by law (with prompt prior notice where lawful). These obligations survive termination for three (3) years, and indefinitely for trade secrets and personal data.

13. Term and Termination

  1. Term: These Terms take effect when you first access the Website, register, or check the acceptance box, and continue until terminated.
  2. Termination by the Client: The Client may terminate by cancelling its subscription as provided in Section 10.2. Cancellation takes effect at the end of the current paid billing cycle.
  3. Suspension or termination by DatSOR: DatSOR may suspend or terminate access immediately and without prior notice if the Client (a) materially breaches these Terms; (b) violates Meta’s policies or applicable law, or exposes DatSOR or its Third-Party Service relationships to legal, regulatory, or reputational risk; or (c) fails to pay amounts due within five (5) days of the due date. DatSOR may also suspend access where necessary to protect the security or integrity of the Service.
  4. Effect of termination: All licenses granted to the Client end immediately and the Client must stop using the platform. Amounts due for the current billing cycle remain payable. Sections 3.5, 5, 6, 7.2, 8, 11, 12, 15, 16, 17, 18, and 20 survive termination.

14. Free Trial

  1. Trial period: DatSOR offers a free trial of one (1) month to evaluate the Service. DatSOR may end, shorten, extend, or modify the trial at its discretion.
  2. Feedback: As consideration for the trial, the Client agrees to provide honest and constructive feedback.
  3. Trial disclaimer: DURING THE FREE TRIAL, THE SERVICE IS PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE.” DATSOR DISCLAIMS ALL WARRANTIES, INDEMNITIES, SERVICE LEVEL COMMITMENTS, AND SUPPORT OBLIGATIONS FOR THE TRIAL.
  4. Meta Fees during trial: The trial applies only to DatSOR’s subscription fees. Meta Fees incurred during the trial remain the Client’s responsibility (Section 6).

15. Disclaimers

THE CLIENT ACKNOWLEDGES THAT USE OF THE WEBSITE AND THE SERVICE IS AT THE CLIENT’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS.

DATSOR DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND COMPATIBILITY.

DATSOR DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) AI OUTPUTS, TRANSLATIONS, OR CART AND PRICE INFORMATION WILL BE ACCURATE, COMPLETE, OR LEGALLY COMPLIANT; (C) ANY DEFECT WILL BE CORRECTED; OR (D) ANY SALES, REVENUE, OR RESULTS WILL BE ACHIEVED.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATSOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUB-PROCESSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING:

  • LOSS OF PROFITS, REVENUE, OR SALES;
  • LOSS OF BUSINESS REPUTATION OR GOODWILL;
  • LOSS OR CORRUPTION OF CUSTOMER DATA OR USER CONTENT;
  • DAMAGES ARISING FROM META’S OR ANY THIRD PARTY’S SUSPENSION, RESTRICTION, OR CLOSURE OF THE CLIENT’S ACCOUNTS OR CHANNELS;
  • INCREASES IN, OR NEW, META FEES OR OTHER THIRD-PARTY CHARGES, OR MESSAGE FAILURES CAUSED BY PAYMENT OR BILLING ISSUES WITH META; AND
  • ANY ACTION OR OMISSION OF THE AI SALES AGENT.

DATSOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS SERVICE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY THE CLIENT TO DATSOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) CAD $500.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law. Any claim must be brought within one (1) year after the cause of action arises.

17. Indemnification

The Client will indemnify, defend, and hold harmless DatSOR, its affiliates, directors, officers, employees, and agents from all claims, penalties, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

  1. The Client’s use or misuse of the Website or Service;
  2. The Client’s User Content, catalog, prices, offers, or products and services, or any claim by an End-Customer or third party relating to transactions or communications conducted through the Client’s channels (including statements made by the AI Sales Agent on the Client’s behalf);
  3. A data privacy breach or security incident within the Client’s systems or caused by the Client’s credentials, or the Client’s failure to obtain required End-Customer consents or give required disclosures;
  4. The Client’s breach of consumer protection, advertising, privacy, or anti-spam laws, Meta’s policies, or these Terms; and
  5. Any Meta Fees or Third-Party charges owed by the Client.

DatSOR will give the Client prompt notice of any claim and reasonable cooperation at the Client’s expense. The Client may not settle a claim in a manner that imposes liability on DatSOR without DatSOR’s written consent.

18. Governing Law and Dispute Resolution

  1. Governing law: These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.
  2. Arbitration: Any dispute arising out of or relating to these Terms, including its existence, validity, or termination, will be finally resolved by binding arbitration under the rules of the ADR Institute of Canada. The seat of arbitration is Toronto, Ontario; the language is English. The arbitration is conducted by a single arbitrator.
  3. Courts: Subject to the arbitration clause, the parties submit to the exclusive jurisdiction of the provincial and federal courts located in Toronto, Ontario, for any matter not subject to arbitration, for enforcement of an arbitral award, and for urgent injunctive relief to protect intellectual property or confidential information.

19. Amendments

DatSOR may modify these Terms at any time. For material amendments, DatSOR will give at least thirty (30) days’ notice by email or platform notification before the new Terms take effect. Where a change is required by law or by a Third-Party Service provider (including Meta), it may take effect sooner, on the notice that is reasonably practicable. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If the Client does not accept a material change, it may cancel before it takes effect.

20. General Provisions

  1. Entire agreement: The Service Agreement and the Privacy Policy are the entire agreement between the parties regarding the Service and supersede prior agreements. If an Order Form conflicts with these Terms, the Order Form prevails only for the specific commercial terms it states.
  2. Severability: If any provision is held unenforceable, the remainder stays in effect, and the provision will be enforced to the maximum extent permitted.
  3. No waiver: Failure to enforce a right is not a waiver of it.
  4. Assignment: The Client may not assign these Terms without DatSOR’s written consent. DatSOR may assign them in connection with a merger, acquisition, or sale of assets.
  5. Force majeure: Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of Third-Party Services, internet or power failures, labour disputes, natural disasters, acts of government, or war. This does not excuse payment obligations.
  6. Independent parties: The parties are independent contractors. Nothing creates a partnership, agency, or employment relationship.
  7. Notices: DatSOR may give notices by email to the address registered to the account, or through the platform. Notices to DatSOR must be sent to support@datsor.com.
  8. Language: The parties have expressly requested that these Terms be drafted in English. Les parties ont expressément exigé que les présentes soient rédigées en anglais.
  9. Export and sanctions: The Client represents that it is not subject to applicable sanctions and will not use the Service in violation of export control laws.

21. Contact Us

For questions or legal notices regarding these Terms:

  • Entity: 17466382 CANADA INC. (DatSOR)
  • Email: support@datsor.com
  • Phone: +1 (365) 880-0712