Terms of Service
KYNEXAI
Terms of Service
A service of ACL Enterprises
Effective Date: _April 2026_______________
967 Gosnell Terrace, Ottawa, Ontario, Canada | [email protected] | www.kynexai.net
1. INTRODUCTION AND ACCEPTANCE OF TERMS
These Terms of Service ("Agreement") constitute a legally binding contract between ACL Enterprises, operating under the trade name KynexAI ("KynexAI," "we," "us," or "our"), a company incorporated and operating under the laws of the Province of Ontario, Canada, and any individual or entity ("Client," "you," or "your") that accesses or uses our services, platform, website, or any digital products offered through www.kynexai.net.
By accessing our website, engaging our services, signing a service agreement, or making a payment, you confirm that you have read, understood, and agreed to be legally bound by this Agreement. If you do not agree to these terms in their entirety, you must immediately cease use of all KynexAI services and properties.
KynexAI reserves the right to update or modify this Agreement at any time. Continued use of our services following notice of any changes constitutes your acceptance of the updated terms.
2. DEFINITIONS
For clarity and consistency throughout this Agreement, the following terms are defined as:
"Services" refers to all AI-powered products, automations, and consulting offerings provided by KynexAI, including but not limited to AI agent development, SMS and messaging automation, virtual receptionist systems, social media automation (Instagram, Facebook, WhatsApp), website development, widget creation, and educational course content.
"Client" refers to any individual, sole proprietor, corporation, or other legal entity that engages KynexAI for any of the above Services.
"Platform" refers to any proprietary systems, tools, portals, sub-accounts, software, or digital infrastructure owned or licensed by KynexAI through which Services are delivered.
"AI Outputs" refers to content, messages, responses, text, data, or other materials generated by artificial intelligence systems deployed or configured by KynexAI on behalf of the Client.
"Client Data" refers to all information, content, intellectual property, customer lists, business data, or materials provided by the Client to KynexAI for the purpose of delivering Services.
3. ELIGIBILITY
To use KynexAI Services, you must meet the following eligibility requirements:
You must be at least 18 years of age.
You must have the legal authority and capacity to enter into a binding contract in your jurisdiction.
If entering this Agreement on behalf of a business or legal entity, you represent that you have the authority to bind that entity.
KynexAI Services are available internationally. However, KynexAI reserves the right to decline service to any individual or entity at its sole discretion, including where service delivery would be unlawful or impractical.
KynexAI serves both business clients and individual consumers. If you are a consumer (an individual not acting in a business capacity), certain consumer protection provisions under applicable Canadian law may apply to your use of our Services.
4. DESCRIPTION OF SERVICES
KynexAI provides the following categories of Services, subject to the pricing structure and service agreement applicable to each engagement:
4.1 AI Agent Development
Design, development, and deployment of AI-powered agents including virtual receptionists, automated lead follow-up systems, and conversational agents configured for the Client's specific business purposes.
4.2 Messaging and Communication Automation
AI-driven SMS, WhatsApp, Instagram, and Facebook automation systems designed to convert leads, schedule appointments, manage customer interactions, and support sales processes.
4.3 Website and Widget Development
Development of websites and embeddable widgets. KynexAI may, at its sole discretion, offer a basic website or widget at no charge in exchange for a genuine written or video testimonial from the Client. The provision of such complimentary services is at KynexAI's discretion and is subject to availability and scheduling.
4.4 Consulting and Strategic Advisory
AI implementation consulting, business transformation advisory, and income strategy services delivered on a project or retainer basis.
4.5 Educational Content and Courses
Online courses, digital curriculum, and educational resources, including the KynexAI AI Mastery Program and any other educational products offered through our platforms.
4.6 Platform Sub-Account Access
Where applicable, Clients may be granted access to a sub-account within KynexAI's platform for the purpose of monitoring, reviewing, and interacting with their deployed services. This access is a privilege, not a right, and may be modified or revoked in accordance with this Agreement.
5. PAYMENT TERMS
5.1 Pricing Structures
KynexAI offers Services under the following pricing models, as detailed in the applicable service agreement or order confirmation:
Performance-based pricing, where fees are charged per outcome delivered (e.g., per appointment scheduled, per qualified lead generated);
Monthly retainer agreements for ongoing access to Services, automation management, or platform support;
One-time project fees for defined deliverables such as website builds, agent configurations, or course access.
The specific pricing applicable to your engagement will be set out in your individual service agreement or invoice. KynexAI reserves the right to modify its pricing with sixty (60) days written notice to existing Clients.
5.2 Payment Processing
All payments are processed securely through Stripe. By engaging KynexAI Services and providing payment information, you authorize KynexAI to charge your designated payment method in accordance with the agreed billing schedule. Client is responsible for ensuring that valid, active payment information is maintained on file at all times.
5.3 Billing Cycles
Recurring fees are billed on the schedule specified in your service agreement (monthly, weekly, or per-performance cycle). KynexAI will provide billing summaries via email in accordance with your billing frequency.
5.4 Failed Payments and NSF Charges
In the event that a payment fails, is declined, or is returned for any reason, including insufficient funds, KynexAI will assess a non-sufficient funds (NSF) administrative fee of fifty dollars (CAD $50.00) per occurrence. KynexAI will attempt to notify the Client immediately upon payment failure. If the outstanding balance, including the NSF fee, is not resolved within fifteen (15) calendar days of the failed payment, KynexAI reserves the right to suspend all Services without further notice. If the balance remains unresolved for thirty (30) days, KynexAI may terminate the service agreement.
5.5 No Refund Policy
ALL FEES PAID TO KYNEXAI ARE NON-REFUNDABLE. Given the nature of digital services, AI deployments, and consulting work, KynexAI does not offer refunds under any circumstances, including but not limited to dissatisfaction with AI outputs, changes in the Client's business direction, or failure to utilize the Services. By engaging KynexAI, you explicitly acknowledge and accept this no-refund policy.
If you have a billing dispute you believe to be an error, you must notify KynexAI in writing at [email protected] within fifteen (15) days of the charge in question.
6. INTELLECTUAL PROPERTY
6.1 KynexAI Proprietary Assets
KynexAI retains exclusive ownership of all AI agents, automation systems, frameworks, workflows, platform configurations, prompt architectures, templates, methodologies, course content, training materials, and all other intellectual property developed, designed, or deployed by KynexAI, regardless of whether such assets were built specifically for the Client's engagement. No transfer of ownership of KynexAI's proprietary systems occurs as a result of this Agreement or any payment made by the Client.
6.2 Client Data and Content
All data, content, materials, brand assets, customer information, business processes, and intellectual property that the Client provides to KynexAI remain the sole and exclusive property of the Client. KynexAI does not claim ownership of Client Data and will use such data only for the purpose of delivering the agreed Services.
6.3 AI-Generated Outputs
Content, messages, text, images, or other materials generated by artificial intelligence systems operating within the Client's deployed environment and in response to the Client's business data are considered AI Outputs belonging to the Client. The Client is solely responsible for reviewing, approving, and ensuring the accuracy, legality, and appropriateness of all AI Outputs before use.
6.4 Course and Educational Content
All educational materials, course curricula, lesson scripts, frameworks, and learning resources created by KynexAI, including the AI Mastery Program and all derivatives, are the exclusive intellectual property of ACL Enterprises and KynexAI. Clients who purchase course access are granted a limited, non-transferable, non-sublicensable license to use the educational content for personal or internal business development only. Redistribution, resale, reproduction, or public sharing of course materials in any form is strictly prohibited.
6.5 License to Use Client Data
By engaging KynexAI's Services, the Client grants KynexAI a limited, non-exclusive license to access, process, and use Client Data solely as necessary to configure, deploy, and operate the Services on the Client's behalf.
6.6 Marketing and Case Studies
KynexAI reserves the right to use anonymized Client results, performance metrics, and general outcome summaries for internal marketing, public-facing case studies, testimonials, and promotional materials without prior Client approval, provided that no personally identifiable information or confidential business data is disclosed. Where KynexAI wishes to identify the Client by name or brand in any marketing material, prior written consent from the Client will be obtained.
7. CLIENT RESPONSIBILITIES AND ACCEPTABLE USE
7.1 General Responsibilities
By engaging KynexAI's Services, the Client agrees to:
Provide accurate, complete, and lawful information necessary for KynexAI to deliver the Services;
Ensure that all Customer data submitted to KynexAI complies with applicable privacy and data protection laws, including Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial legislation;
Maintain compliance with all laws, regulations, and industry standards applicable to your business and communications practices;
Cooperate with KynexAI's onboarding processes, provide timely feedback, and fulfill any obligations specified in the applicable service agreement;
Ensure that all contact lists, customer records, and data submitted for use within KynexAI's systems have been obtained lawfully and with appropriate consent.
7.2 Prohibited Uses
The following uses of KynexAI's platform, systems, and Services are strictly prohibited:
Using KynexAI's systems to send unsolicited commercial messages, spam, or communications that violate Canada's Anti-Spam Legislation (CASL) or any equivalent law;
Reselling, licensing, sublicensing, or redistributing KynexAI's proprietary systems, AI agents, or course content to any third party without prior written authorization;
Attempting to reverse-engineer, copy, reproduce, or recreate any KynexAI AI agent, automation workflow, prompt architecture, or platform feature;
Using the Services for any unlawful, fraudulent, deceptive, or harmful purpose;
Submitting false, misleading, or inaccurate data or representations to KynexAI;
Using the Services to harass, threaten, defame, or harm any individual or organization;
Using the Services in any way that could damage KynexAI's reputation, systems, or legal standing;
Circumventing or attempting to bypass KynexAI's security measures, platform controls, or access restrictions.
7.3 AI-Specific Acceptable Use
The Client further agrees that KynexAI's AI systems and outputs must not be used to:
Generate, distribute, or promote content that is hateful, discriminatory, violent, sexually explicit, or otherwise harmful;
Deceive consumers in ways that would constitute false advertising or misrepresentation under applicable law;
Collect, store, or process personal data in violation of applicable privacy legislation;
Impersonate any individual, business, or government entity in a deceptive or harmful manner;
Produce content that facilitates fraud, phishing, or any other unlawful scheme.
KynexAI reserves the right to immediately suspend or terminate service to any Client found to be in violation of these acceptable use provisions.
8. KYNEXAI RIGHTS AND RESERVATIONS
KynexAI reserves the following rights, exercisable at its sole discretion:
To modify, update, enhance, or discontinue any feature, tool, or component of the Services at any time, with reasonable notice to affected Clients where practicable;
To suspend a Client's access to Services immediately and without prior notice in cases of suspected misuse, violation of this Agreement, non-payment, or any activity that poses a legal, operational, or reputational risk to KynexAI;
To terminate any service agreement upon thirty (30) days written notice, or immediately for cause;
To modify pricing structures with sixty (60) days written notice to current Clients;
To update, revise, or replace the systems, platforms, or third-party tools used to deliver Services, provided that the quality and functionality of the Services are not materially diminished;
To engage subcontractors or third-party service providers to assist in delivering Services, subject to appropriate confidentiality obligations.
9. AI OUTPUT DISCLAIMER AND LIMITATIONS
THE CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES TO THE FOLLOWING:
Artificial intelligence systems, including all agents, bots, and automation tools deployed by KynexAI, are probabilistic in nature and do not operate with guaranteed accuracy, consistency, or completeness. AI Outputs may contain errors, inaccuracies, omissions, or content that does not reflect the Client's intentions.
The Client is solely responsible for reviewing, supervising, and approving all AI Outputs before they are used, distributed, communicated to customers, or acted upon in any manner. KynexAI does not warrant or guarantee any specific outcome, result, lead volume, appointment volume, conversion rate, or revenue outcome from the use of its Services.
KynexAI's AI agents are tools designed to assist the Client's business operations. They are not a substitute for human judgment, professional legal advice, compliance review, or business management. The Client assumes full responsibility for all decisions made based on AI Outputs.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
KynexAI, its officers, employees, contractors, and agents shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages arising from or in connection with the Services, including but not limited to lost profits, lost revenue, loss of data, loss of customers, reputational harm, or any other business losses, even if KynexAI has been advised of the possibility of such damages.
In any event, KynexAI's total cumulative liability to the Client for any and all claims arising under or in connection with this Agreement shall not exceed the total fees paid by the Client to KynexAI in the three (3) calendar months immediately preceding the event giving rise to the claim.
This limitation of liability applies regardless of the legal theory under which the claim is brought, including contract, tort, negligence, strict liability, or any other legal or equitable theory.
Certain jurisdictions, including Canadian consumer protection legislation, may not permit the exclusion or limitation of certain damages. In those cases, KynexAI's liability will be limited to the minimum extent permitted by applicable law.
11. CONFIDENTIALITY
Each party agrees to maintain the strict confidentiality of all non-public, proprietary, or sensitive information disclosed by the other party in the course of this engagement ("Confidential Information"). Confidential Information includes, but is not limited to, business strategies, pricing structures, client lists, technical systems, prompt architectures, financial data, and any materials designated as confidential.
Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except where required by law, court order, or regulatory authority. In such cases, the receiving party shall provide prompt written notice to the disclosing party to the extent legally permitted.
These confidentiality obligations shall survive the termination of this Agreement for a period of three (3) years.
12. TERMINATION
12.1 Termination by Either Party
Either party may terminate this Agreement, or any active service engagement under it, by providing thirty (30) days written notice to the other party. Notice must be delivered via email to [email protected] (for notice to KynexAI) or to the Client's email address on file.
12.2 Termination for Cause
KynexAI may terminate this Agreement immediately and without prior notice if the Client:
Fails to resolve a payment default within fifteen (15) days of notice;
Engages in prohibited uses as described in Section 7 of this Agreement;
Provides materially false or misleading information to KynexAI;
Engages in any conduct that poses a legal, reputational, or regulatory risk to KynexAI;
Becomes insolvent, files for creditor protection, or undergoes dissolution.
12.3 Effect of Termination
Upon termination of this Agreement for any reason:
The Client shall immediately cease use of all KynexAI systems, platforms, and sub-account access;
All fees earned and outstanding as of the termination date become immediately due and payable;
KynexAI will return all Client Data within thirty (30) days of termination and will securely delete Client Data from its systems within the same timeframe;
KynexAI's proprietary systems, AI agent configurations, platform workflows, and course content remain exclusively the property of KynexAI and may not be retained, copied, or reproduced by the Client;
Provisions regarding intellectual property, confidentiality, limitation of liability, no-refund policy, and dispute resolution shall survive termination.
13. DISPUTE RESOLUTION
13.1 Good Faith Negotiation
In the event of any dispute, claim, or controversy arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the matter through good faith negotiation. The party raising the dispute must deliver written notice to the other party specifying the nature of the dispute. The parties shall have fifteen (15) days from delivery of such notice to reach a mutually acceptable resolution.
13.2 Mediation
If the dispute cannot be resolved through negotiation within the timeframe set out above, the parties agree to submit the matter to a single, mutually agreed-upon mediator in Ottawa, Ontario. The costs of mediation shall be shared equally between the parties. Mediation is a prerequisite to any formal legal proceedings, except where injunctive or emergency relief is required.
13.3 Arbitration
If mediation does not produce a resolution within thirty (30) days of commencement, the dispute shall be submitted to binding arbitration in Ottawa, Ontario, in accordance with the applicable arbitration rules of the province of Ontario. The arbitrator's decision shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.
13.4 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties attorn to the exclusive jurisdiction of the courts of Ottawa, Ontario for any matters that proceed to litigation notwithstanding the arbitration clause above.
14. REGULATORY COMPLIANCE
The Client represents and warrants that all Customer data, contact lists, marketing campaigns, and communications conducted through KynexAI's systems comply fully with all applicable laws and regulations, including:
Canada's Anti-Spam Legislation (CASL);
Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy laws;
Consumer protection legislation applicable in the Client's province or territory of operation;
Any applicable telecommunications regulations governing the use of SMS, WhatsApp, or other messaging platforms;
All applicable data protection, marketing, and electronic communications laws in jurisdictions where the Client operates.
KynexAI shall employ reasonable technical and organizational safeguards to protect Client Data and maintain the integrity and confidentiality of all information processed through its platform.
15. GENERAL PROVISIONS
15.1 Entire Agreement
This Agreement, together with any applicable service agreements, order forms, and onboarding documentation, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and understandings, whether written or oral.
15.2 Severability
If any provision of this Agreement is found by a court or arbitrator to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
15.3 No Waiver
KynexAI's failure to enforce any provision of this Agreement at any time shall not constitute a waiver of its right to enforce that provision in the future.
15.4 Assignment
The Client may not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of KynexAI. KynexAI may assign this Agreement to a successor entity in connection with a merger, acquisition, or business reorganization.
15.5 Force Majeure
KynexAI shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, pandemic, government action, internet or infrastructure outages, or third-party platform failures.
15.6 Notices
All legal notices required under this Agreement must be delivered in writing via email to [email protected] (for notices to KynexAI) or to the Client's email address on file. Notices are deemed received upon confirmed delivery.
15.7 Amendments
KynexAI may update this Agreement from time to time. Material changes will be communicated to Clients via email or through the KynexAI website with at least thirty (30) days notice prior to the effective date of the change. Continued use of the Services following such notice constitutes acceptance of the updated Agreement.
15.8 Relationship of the Parties
Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between the parties. KynexAI is an independent contractor providing Services on a business-to-business or business-to-consumer basis.
ACKNOWLEDGEMENT AND ACCEPTANCE
By accessing KynexAI's Services, completing the onboarding process, or making payment, the Client confirms that they have read, understood, and agree to be legally bound by this Terms of Service Agreement.
KynexAI | ACL Enterprises | 967 Gosnell Terrace, Ottawa, Ontario, Canada
[email protected] | www.kynexai.net