Terms of Service

By accessing or using the Claivi platform, creating an account, connecting a channel, subscribing to any plan, or clicking "I agree," you ("Customer", "you", "your") enter into a binding agreement with Claivi Technologies Inc. ("Claivi", "we", "our", "us") under these Terms of Service ("Terms").

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

These Terms include the Claivi Privacy Policy, Cookie Policy, and Data Processing Agreement, each incorporated by reference. If you enter into a separate signed agreement with Claivi covering the same subject matter, that agreement prevails to the extent of any conflict.

"Workspace" means your dedicated Claivi environment containing your conversations, knowledge base, settings, and team members.

"Resolved Conversation" means a customer thread received through a connected channel that contains at least one message exchanged in each direction (customer → workspace and workspace → customer).

"AI Output" means any content generated, suggested, or drafted by artificial intelligence within the Claivi platform.

"Connected Channel" means any third-party messaging platform (Instagram, Telegram, WhatsApp, email, web widget) that you authorize Claivi to access.

"Customer Data" means all data, content, and information you submit or collect through Claivi, including messages, knowledge base content, and settings.

"Subscriber" means a Customer on a paid plan.

Claivi is an AI-assisted customer-support platform. The service connects to channels you authorize, processes incoming customer messages through a tiered pipeline (deterministic matching, embedding search, AI fallback), and surfaces conversations in a unified dashboard for your team to review and reply.

We may add, modify, or deprecate features, channels, and billing options over time. Material changes that reduce existing functionality are announced at least 30 days in advance. Non-material changes take effect immediately upon notice.

Third-party channels: Claivi acts as a middleware connecting your workspace to third-party platforms (Meta/Instagram, Telegram, WhatsApp). We are not responsible for the availability, security, privacy practices, or terms of those platforms. You must comply with their terms of service, including Meta Platform Terms and WhatsApp Business Terms.

• Ownership of Customer Data: You retain all right, title, and interest in Customer Data. Claivi obtains no ownership rights beyond the limited license to process data solely to operate the service.
• Accuracy: You are responsible for the accuracy, quality, and legality of Customer Data and the means by which you acquired it.
• Compliance: You are responsible for complying with laws applicable to your business and your use of Claivi, including privacy laws (PIPEDA, GDPR, CCPA), anti-spam laws (CASL, CAN-SPAM), and the terms of any connected channels.
• Credentials: You must maintain the confidentiality of your login credentials. Enable two-factor authentication (available free). Notify us immediately at security@claivi.com of any unauthorized access. You are responsible for all activity under your account.
• Team members: Workspace owners control access for operators and viewers. You are responsible for your team's compliance with these Terms.

You may not, and may not permit others to, use Claivi to:

• Send unsolicited bulk messages, spam, or messages that violate CASL, CAN-SPAM, GDPR, or any applicable anti-spam or anti-marketing law.
• Impersonate Claivi, another business, or any individual.
• Upload, store, or transmit any data that contains: passwords, full credit card numbers, government-issued IDs (passports, driver’s licenses, SIN/SSN, ITIN), financial account numbers, or special categories of personal data (health records, biometric data, political opinions, religious beliefs, trade union membership, sexual orientation).
• Upload, store, or transmit malware, viruses, ransomware, or any malicious code.
• Scrape, mirror, extract, or attempt to access another tenant’s data.
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Claivi platform, except as expressly permitted by applicable law.
• Interfere with or disrupt the integrity, security, or performance of the service or its infrastructure.
• Exceed documented rate limits or API usage guidelines — excessive usage may result in throttling or suspension.
• Use the service for any illegal activity or in violation of any applicable law.
• Facilitate or encourage any of the above.

We may suspend or terminate accounts that violate this Acceptable Use Policy, that put the platform or other customers at risk, or that are used in connection with illegal activity. We will provide notice and an opportunity to cure where reasonably possible.

Restricted industries: You may not use Claivi in connection with adult content, gambling, cannabis/THC products (except where legally licensed), firearms, or any other high-risk industry without prior written approval from Claivi.

Claivi uses artificial intelligence to generate draft replies. This section governs the use and risks of AI-generated content.

• AI Output is a draft: AI-generated replies are suggestions only. You are responsible for reviewing, editing, and approving all AI Output before sending it. AI Output may contain errors, omissions, inaccuracies, or inappropriate content.
• No professional advice: AI Output does not constitute legal, medical, financial, or professional advice. You may not rely on AI Output as such.
• No guarantee of accuracy:We do not guarantee the accuracy, completeness, reliability, or appropriateness of AI Output. AI systems can produce incorrect or misleading information ("hallucinations").
• Customer responsibility: You assume all risk and liability arising from your use of AI Output, including content sent to your customers. You must implement appropriate human oversight.
• PII redaction: Claivi automatically redacts common PII patterns before sending messages to AI providers. You acknowledge that redaction is best-effort and not guaranteed to catch all PII. Do not include sensitive data in messages.
• No model training: Your data is not used to train or improve global AI models. We use zero-retention API configurations with our AI providers wherever available.

You may opt out of AI fallback entirely in workspace settings, relying only on deterministic FAQ matching and human replies.

Plans & pricing: Paid plans are billed monthly or annually based on the number of Resolved Conversations. Current pricing is displayed at claivi.com/pricing. Pricing is subject to change with 30 days' notice to Subscribers.

Billing cycle: Monthly plans are billed on the first day of each billing period. Annual plans are billed once per year. All fees are non-refundable except as expressly stated in these Terms.

Overage: If usage exceeds your plan's Resolved Conversation limit, overage fees will be billed at the rate stated on the pricing page. We will notify you before the first overage charge.

Cancellation: You may cancel your subscription at any time from the dashboard settings. Access continues until the end of the current billing period. No pro-rated refunds for partial periods will be issued, except where required by applicable law or where we have materially breached these Terms.

Payment processing: Payments are processed securely by Stripe. We do not store full payment card numbers. By providing payment information, you authorize Stripe to charge the applicable fees.

Late payment: Fees not paid within 15 days of the due date will accrue interest at 1.5% per month (or the maximum rate permitted by law). We may suspend access to paid features after 30 days of non-payment.

Taxes: Fees are exclusive of taxes. You are responsible for all applicable taxes, including HST/GST (Canada), state/local sales tax (US), and VAT (EU/UK). If you are tax-exempt, provide a valid exemption certificate.

We target 99.9% monthly uptime for the dashboard API, excluding scheduled maintenance (announced at least 48 hours in advance) and force majeure events. Current system status is available at status.claivi.com.

THIS IS A TARGET, NOT A CONTRACTUAL GUARANTEE. No service credits, refunds, or liability shall arise from failure to meet this target except as expressly stated in a signed Enterprise SLA between the parties.

For Instagram/third-party channel replies, latency targets depend on Meta's API and external providers. We do not guarantee response times for third-party channels.

• Customer IP: Customer Data remains your property. AI Output generated for your account is owned by you to the fullest extent permitted by law.
• Claivi IP: The Claivi platform, software, algorithms, models, brand, design, trademarks, and documentation are the exclusive property of Claivi or its licensors.
• License to operate: You grant Claivi a non-exclusive, royalty-free, worldwide license to process, store, transmit, and display Customer Data solely to provide the service to you. This license terminates within 30 days of account deletion.
• Feedback: If you provide suggestions, feature requests, or feedback, we may use it without restriction or obligation to you.

Confidential Information means non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the circumstances. Customer Data is Customer's Confidential Information.

• Each party agrees to hold the other’s Confidential Information in strict confidence and not to disclose it to any third party except as necessary to perform its obligations under these Terms.
• Each party agrees to use the other’s Confidential Information only for the purposes of these Terms.
• Confidential Information does not include information that is or becomes publicly available without breach, was rightfully known before disclosure, or is independently developed without use of Confidential Information.
• On termination, each party must return or destroy the other’s Confidential Information within 30 days, subject to legal holds.
• This section survives termination for 3 years.

11.1 Customer indemnification of Claivi

Customer agrees to defend, indemnify, and hold harmless Claivi, its affiliates, employees, officers, directors, and contractors from and against any third-party claim, demand, loss, liability, damage, or expense (including reasonable legal fees) arising out of or related to:

• Customer Data or Customer’s use of the service in violation of these Terms or applicable law.
• Customer’s violation of the terms of any Connected Channel (including Meta Platform Terms, WhatsApp Business Terms, Telegram Terms of Service).
• Customer’s violation of any applicable anti-spam, privacy, or consumer protection law (including CASL, CAN-SPAM, PIPEDA, GDPR, CCPA).
• Any claim that Customer Data infringes a third party’s intellectual property or privacy rights.
• Any dispute between Customer and its end customers arising from messages sent through Claivi.

11.2 Claivi indemnification of Customer

Claivi will defend, indemnify, and hold Customer harmless from and against any third-party claim that the Claivi platform (excluding AI Output) infringes a valid copyright, patent, or trademark registered in Canada or the United States, provided that Customer promptly notifies Claivi of the claim and cooperates in the defense. If such a claim is made or appears likely, Claivi may, at its option: (a) modify the platform to be non-infringing, (b) obtain a license, or (c) terminate the subscription and refund pre-paid, unused fees.

This indemnification does not apply to: AI Output, Customer Data, use of the platform in violation of these Terms, or modifications not made by Claivi.

THE CLAIVI PLATFORM, AI OUTPUT, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLAIVI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

CLAIVI DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) AI OUTPUT WILL BE ACCURATE, RELIABLE, OR APPROPRIATE; (C) THE QUALITY OF ANY PRODUCT OR SERVICE PURCHASED OR OBTAINED THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; (D) ERRORS OR DEFECTS WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLAIVI OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Cap on liability: CLAIVI'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, IS LIMITED TO THE FEES PAID BY YOU TO CLAIVI IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• Excluded damages: IN NO EVENT SHALL CLAIVI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF CLAIVI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• AI Output: CLAIVI SHALL HAVE NO LIABILITY ARISING FROM AI OUTPUT, INCLUDING ANY INACCURACY, ERROR, OMISSION, OR INAPPROPRIATE CONTENT.
• Third-party channels: CLAIVI SHALL HAVE NO LIABILITY FOR THE ACTS, OMISSIONS, OR FAILURES OF THIRD-PARTY CHANNELS (META, TELEGRAM, WHATSAPP) OR FOR ANY SUSPENSION OR TERMINATION OF YOUR ACCESS TO THOSE PLATFORMS.
• Exclusions from cap: NOTHING IN THESE TERMS LIMITS CLAIVI'S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) GROSS NEGLIGENCE OR WILFUL MISCONDUCT; (D) ANY LIABILITY THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

THE LIABILITY LIMITATIONS IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND SURVIVE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Claivi respects intellectual property rights and complies with the Digital Millennium Copyright Act (DMCA) and similar laws. If you believe that content on Claivi infringes your copyright, please notify our Designated Copyright Agent:

Your DMCA notice must include: (1) identification of the copyrighted work claimed to be infringed; (2) identification of the infringing material and its location; (3) your contact information; (4) a statement of good faith belief that use is not authorized; (5) a statement under penalty of perjury that the information is accurate and you are authorized to act; and (6) your physical or electronic signature.

Claivi has a policy of terminating accounts of repeat infringers in appropriate circumstances.

Voluntary termination: You may terminate your account at any time by deleting your workspace from the dashboard settings. Paid subscriptions continue until the end of the current billing period.

Termination for breach: Either party may terminate these Terms if the other party materially breaches and fails to cure within 30 days of written notice. Claivi may terminate immediately for: (a) breach of Acceptable Use Policy (Section 5); (b) violation of applicable law; (c) activities that pose a security or legal risk to Claivi or other customers.

Effects of termination: Upon termination: (a) your right to access the service ceases; (b) Customer Data is deleted within 30 days, subject to legal holds for up to 7 years for billing records; (c) outstanding fees become immediately due; (d) Sections 9 (IP), 10 (Confidentiality), 11 (Indemnification), 12 (Warranties), 13 (Liability), 18 (Arbitration), and 19 (Governing Law) survive termination.

Neither party shall be liable for any delay or failure in performance (except for payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemic, public health emergency, government action or regulation, labor disputes, supply chain disruption, cyber-attack (including DDoS), failure of third-party infrastructure or services (including cloud providers, CDN, payment processors, and messaging platforms), power outage, internet disruption, or any event that is unforeseeable and unavoidable.

The affected party must provide prompt notice and use reasonable efforts to mitigate the impact. Performance is suspended for the duration of the force majeure event. If the event continues for more than 60 days, either party may terminate the affected services without penalty.

We may modify these Terms from time to time. Material modifications will be communicated:

• By email to workspace owners at least 30 days before the effective date.
• By a notice in the dashboard upon login for 14 days.
• By updating the "Last updated" date at the top of this page.

If you do not agree to the modified Terms, you may terminate your account before the effective date. Continued use after the effective date constitutes acceptance of the modified Terms.

18.1 Binding arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. YOU AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE (INCLUDING THEIR INTERPRETATION, BREACH, TERMINATION, ENFORCEMENT, OR VALIDITY) SHALL BE RESOLVED EXCLUSIVELY BY BINDING, CONFIDENTIAL ARBITRATION ADMINISTERED BY THE INTERNATIONAL CENTRE FOR DISPUTE RESOLUTION (ICDR) UNDER ITS EXPEDITED PROCEDURES. THE ARBITRATION SHALL BE CONDUCTED IN TORONTO, ONTARIO, IN THE ENGLISH LANGUAGE, BEFORE A SINGLE ARBITRATOR.

The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement. The arbitrator's decision shall be final and binding and may be entered in any court of competent jurisdiction. Each party shall bear its own legal fees and costs, and the arbitrator's fees shall be split equally; provided that if you demonstrate that the costs of arbitration would be prohibitive as compared to the costs of litigation, Claivi will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.

18.2 Class action waiver

YOU AND CLAIVI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS ACTION WAIVER IS HELD TO BE UNENFORCEABLE IN A PARTICULAR JURISDICTION, THEN THE ENTIRETY OF THIS ARBITRATION SECTION (18) SHALL BE NULL AND VOID IN THAT JURISDICTION, AND THE DISPUTE SHALL BE RESOLVED IN THE COURTS OF ONTARIO (SECTION 19).

18.3 Exceptions

Notwithstanding the foregoing, either party may bring: (a) an individual action in small claims court in Toronto, Ontario if the claim qualifies; (b) a claim for intellectual property infringement (including copyright, trademark, patent, or trade secret) in any court of competent jurisdiction; or (c) a claim for emergency injunctive relief to prevent irreparable harm in any court of competent jurisdiction.

18.4 Opt-out

You may opt out of this arbitration agreement by sending written notice to legal@claivi.com within 30 days of first accepting these Terms, stating your full name, email address, and intent to opt out. Opting out does not affect any other provision of these Terms.

These Terms and any dispute arising out of or related to them shall be 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. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

If the arbitration agreement in Section 18 is found to be unenforceable in whole or in part, the parties irrevocably submit to the exclusive jurisdiction of the courts of Toronto, Ontario for the resolution of any dispute.

• Entire agreement: These Terms, together with the incorporated policies (Privacy, Cookies, DPA), constitute the entire agreement between you and Claivi regarding the service and supersede all prior agreements, understandings, and communications.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.
• Waiver: The failure of either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
• Notices: Notices to you may be sent by email to the email address on your account or by posting on the dashboard. Notices to Claivi must be sent to legal@claivi.com or to the address below. Email notice is deemed received 24 hours after sending.
• Assignment: You may not assign or transfer these Terms, in whole or in part, without Claivi's prior written consent. Claivi may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, with 30 days' notice.
• Relationship: The parties are independent contractors. These Terms do not create an employment, partnership, joint venture, agency, or fiduciary relationship.
• Export compliance: You represent that you are not located in a country subject to a Canadian or US government embargo and that you are not listed on any restricted party list. You agree to comply with all applicable export and import control laws.
• Language: These Terms are drafted in English. Translated versions are for convenience only. In the event of any conflict, the English version prevails.