Terms of Service

By accessing and using Menerai's services, software products, and AI-powered solutions ("Services"), you ("User", "you", or "your") accept and agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not access or use our Services. Your continued use of the Services constitutes acceptance of any modifications to these Terms.

Menerai Inc. provides custom software development, AI-agent technology, cloud solutions, consulting services, and related technical services. We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time with reasonable notice when feasible.

Subject to your compliance with these Terms and applicable service agreements, Menerai grants you a limited, non-exclusive, non-transferable, revocable license to access and use our Services. Under this license, you may not:

• Modify, copy, or reverse engineer any software or materials
• Use the Services for unlawful purposes or to violate any applicable Canadian laws
• Redistribute, resell, or sublicense the Services without written authorization
• Remove copyright, trademark, or other proprietary notices
• Interfere with or disrupt the integrity or performance of our Services

You agree to use our Services only for lawful purposes and in compliance with all applicable Canadian federal and provincial laws, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA). You agree not to:

• Engage in any conduct that restricts or inhibits anyone's use of the Services
• Impersonate Menerai, its employees, or any other person or entity
• Introduce viruses, malware, or any malicious code
• Attempt unauthorized access to our systems or networks
• Use automated systems to access the Services without permission

All Services, including original content, features, functionality, software code, designs, graphics, and trademarks, are and will remain the exclusive property of Menerai Inc. and its licensors. Our Services are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property laws. Any unauthorized use of our intellectual property is strictly prohibited.

For paid Services, you agree to pay all fees according to the pricing and payment terms presented in your service agreement. Prices are quoted in Canadian Dollars (CAD) unless otherwise specified. Payment is due as specified in your invoice or agreement. All fees are non-refundable unless otherwise stated in writing or required by applicable consumer protection laws. We reserve the right to modify pricing with 30 days' notice for ongoing services. Applicable taxes, including GST/HST/PST, will be added as required by Canadian law.

Professional Services: We will provide Services in a professional and workmanlike manner consistent with industry standards.

"As-Is" Disclaimer: Except as expressly stated in a written service agreement, the Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or secure.

To the maximum extent permitted by Canadian law, in no event shall Menerai Inc., its directors, officers, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, arising out of or related to your use or inability to use the Services. Our total aggregate liability shall not exceed the amount you paid to Menerai in the 12 months preceding the claim, or CAD $100, whichever is greater. Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so these limitations may not apply to you.

You agree to indemnify, defend, and hold harmless Menerai Inc., its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from: (a) your use or misuse of the Services; (b) your violation of these Terms; (c) your violation of any rights of another party; or (d) your violation of any applicable laws or regulations.

These Terms remain in effect while you use our Services. We may suspend or terminate your access immediately, without prior notice, for any violation of these Terms or for any other reason at our sole discretion. You may terminate your use of the Services at any time by discontinuing access.

Upon termination: (a) your right to use the Services will immediately cease; (b) you must cease all use of any software or materials; (c) any provisions that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, and limitations of liability.

These Terms 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 provisions. You agree to submit to the exclusive jurisdiction of the courts located in Ontario, Canada for the resolution of any disputes. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

We reserve the right to modify these Terms at any time. If we make material changes, we will provide at least 30 days' notice by email or through a prominent notice on our website before the changes take effect. Your continued use of the Services after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must stop using the Services.

Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision shall be struck and the remaining provisions shall remain in full force.

Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.

Entire Agreement: These Terms, together with any service-specific agreements, constitute the entire agreement between you and Menerai regarding the Services.

If you have any questions, concerns, or complaints about these Terms, please contact us: