Terms of Service

1. Acceptance of Terms

By downloading, installing, accessing, or using AviChat ("the App" or "Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the App.

1.1 Onerous Clauses Acknowledgment (Express Notice)

2. Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding agreements to use our Service. By using the Service, you represent and warrant that you meet these requirements. The Service is intended for business use by labor unions and their members.

3. Description of Service

AviChat provides AI-powered chat assistance to help users understand and navigate collective bargaining agreements, workplace policies, and labor-related questions. The Service includes:

• AI-powered conversational interface utilizing large language models
• Document interpretation and explanation services
• Conversation history storage and search capabilities
• Personalized responses based on your specific collective bargaining agreements
• Analytics and usage insights for union administrators

4. User Accounts and Registration

4.1 Account Creation

Union administrators create team accounts for their organizations; individual members are invited to join their union's account. You are responsible for maintaining credential confidentiality, providing accurate information, and not maintaining multiple accounts.

4.2 Account Security

You are responsible for all activities on your account, promptly notifying us of unauthorized access, using strong passwords, enabling security features, and complying with your organization's security policies.

5. Subscription and Billing

5.1 Subscription Plans

Services are provided on a subscription basis to union organizations. Pricing is typically per-seat based on active member count and specified in your union's service agreement.

5.2 Payment Terms

Subscriptions renew automatically unless cancelled. Payment is due in advance for each billing period. We may modify pricing with 30 days' written notice. Overdue accounts may result in service suspension.

5.3 Refunds

Refunds are generally not provided for partial billing periods. Refund requests are considered case-by-case. Disputed charges must be reported within 60 days.

5.4 Suspension for Non-Payment

We may suspend Service for overdue accounts after reasonable notice.

6. Acceptable Use

6.1 Permitted Uses

Use the Service only for lawful purposes connected to legitimate union and labor-relations activities.

6.2 Prohibited Activities

You agree not to: break the law; access the Service without authorization; disrupt or overload systems; introduce malware; harass others; reverse-engineer; automate scraping; share credentials; circumvent limits; violate third-party rights; or impersonate others.

6.3 Content Standards

User content must not violate laws, infringe IP, be defamatory/obscene, violate privacy/confidentiality, or disclose third-party trade secrets.

7. Intellectual Property Rights

7.1 Our IP

All content, features, and functionality of AviChat (software, text, design, etc.) are owned by AviChat and protected by applicable IP laws.

7.2 User Content License

You retain ownership of content you submit. You grant us a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, and display your content solely to: (a) provide, secure, and maintain the Service; (b) troubleshoot, test, and improve product features; and (c) comply with law.

7.3 AI Training Data

We may use aggregated and de-identified interaction data to improve our models and services, subject to our Privacy Policy. Québec users: we will not use your personal information for model training without express consent, and cross-border transfers (if any) will be subject to privacy impact assessments and appropriate safeguards.

8. AI-Specific Terms and Limitations

8.1 AI Response Disclaimers

AI responses may contain errors and are not legal, financial, employment, or professional advice. Always verify important decisions with authoritative sources or qualified professionals.

8.2 Model Training and Improvement

We continuously improve our AI models using aggregated data. Limited human review may occur for quality assurance. Personal identifiers are removed from training datasets. Opt-out: you may opt out of model-improvement uses as described in the Privacy Policy; for Québec users, the default is opt-out unless express consent is obtained.

8.3 AI Availability

AI services rely on third-party providers and may experience interruptions. Response times and quality may vary. We do not guarantee continuous availability.

8.4 Non-Reliance for Grievance Deadlines & Escalation

The Service may reference timeframes in a collective agreement, but it does not compute or confirm grievance filing deadlines, limitation periods, or procedural cut-offs, and outputs may be incomplete or incorrect. You agree not to rely on the Service for any such deadlines.

8.5 Decision-Making Non-Reliance

You agree not to make decisions or take actions that could affect your employment, rights, deadlines, benefits, or safety based solely on outputs from the Service. You are solely responsible for verifying all information through official sources and with a union representative before acting.

9. Privacy and Data Protection

Your privacy is governed by our Privacy Policy, incorporated by reference. We comply with PIPEDA and substantially similar provincial laws. For Québec users, we implement measures required by Law 25, including governance, privacy impact assessments for cross-border disclosure, breach notification, and default privacy settings. Contact our Privacy Officer at privacy@avichat.ca.

10. Disclaimer of Warranties

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

11.1 Limitation of Damages

AVICHAT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, BUSINESS INTERRUPTION, OPPORTUNITY COSTS, SUBSTITUTE PROCUREMENT, OR DAMAGES RESULTING FROM RELIANCE ON AI-GENERATED CONTENT.

11.2 Cap on Liability

OUR TOTAL AGGREGATE LIABILITY FOR CLAIMS RELATING TO THE SERVICE SHALL NOT EXCEED THE AMOUNTS PAID FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 Essential Purpose

These limitations reflect the allocation of risk between the parties and are an essential element of the bargain.

11.4 Québec Carve-Outs (CCQ 1474)

For users in Québec, nothing in these Terms excludes or limits liability for: (a) intentional or gross fault; or (b) bodily or moral injury where such exclusion/limitation is prohibited by law. Any limitation applies only to economic loss arising from ordinary fault and shall not eliminate AviChat's essential obligations.

11.5 Missed Grievance Deadlines

To the maximum extent permitted by law, AviChat is not liable for losses, costs, or damages arising from missed grievance filing deadlines, limitation periods, or procedural cut-offs resulting from reliance on AI-generated content or the Service, provided that this Section does not limit any non-waivable statutory rights or duties under applicable labour law (including a union's duty of fair representation) and is subject in Québec to the carve-outs in Section 11.4.

12. Indemnification

You agree to indemnify, defend, and hold harmless AviChat and its affiliates, officers, directors, employees, agents, and licensors from claims, damages, and expenses (including reasonable legal fees) arising from: your use or misuse of the Service; your violation of these Terms or applicable law; your violation of third-party rights; or content you submit. This Section does not apply to the extent prohibited by applicable law (including for Québec users where indemnities may not cover gross/intentional fault of the indemnified party).

13. Data Retention and Deletion

13.1 Active Accounts

We retain data while your account remains active for Service delivery, security, and audit.

13.2 Account Termination

Upon termination, personal data is deleted within 90 days unless law requires longer retention or a legal hold applies. Aggregated/anonymized data may be retained. You may request deletion of specific categories, subject to legal exceptions.

13.3 Legal Holds & Limitation Periods

We may retain certain logs and records for the longest applicable limitation period (including three years in Québec) plus a reasonable buffer to establish, exercise, or defend legal claims.

13.4 Data Export

Before termination, you may request export of your data in standard formats.

14. Modifications to Service

We may modify, suspend, or discontinue the Service (or any part) with reasonable notice, and will comply with applicable law regarding material changes.

15. Termination

15.1 By You

You may terminate your account at any time via in-app controls or by contacting us.

15.2 By Us

We may terminate or suspend your account for material breach, illegal activity, fraud, extended non-payment (for paid accounts), or upon a lawful request from authorities.

15.3 Effect of Termination

Your right to use the Service ceases immediately. Data deletion occurs per Section 13. Terms that by nature survive will continue to apply.

16. Dispute Resolution

16.1 Informal Resolution

Before formal proceedings, parties will attempt good-faith resolution for at least 30 days.

16.2 Governing Law

These Terms are governed by the laws of Canada and the province of Ontario without regard to conflict-of-law rules.

16.3 Jurisdiction

Courts in Toronto, Canada, have exclusive jurisdiction over disputes.

16.4 Limitation Period

Any claim must be filed within one (1) year after it arose, or it is barred, except where such a contractual limitation is prohibited by law.

17. Force Majeure

We are not liable for delays or failures due to events beyond our reasonable control (e.g., acts of God, war, terrorism, pandemics, government actions, Internet or third-party failures).

18. Export Control and Compliance

You agree to comply with all applicable export/import laws and regulations.

19. Changes to Terms

19.1 Modification Rights

We may modify these Terms. Material changes will be communicated by email to admins, a prominent in-Service notice, and an updated effective date.

19.2 Acceptance of Changes

Continued use after the effective date constitutes acceptance.

20. Severability

If any provision is invalid or unenforceable, it will be interpreted to achieve its intent as closely as possible, and the remaining provisions remain in full force.

21. Entire Agreement

These Terms, our Privacy Policy, and any applicable service agreement with your union constitute the entire agreement regarding the Service and supersede prior agreements.

22. Assignment

You may not assign these Terms or your account without our prior written consent. We may assign these Terms without restriction, subject to applicable law.

23. Waiver

No waiver of any term is a continuing waiver. Failure to enforce any term is not a waiver of that term.

24. Contact Information

Email: legal@avichat.ca
Privacy: privacy@avichat.ca
Website: https://avichat.ca
Mailing Address: 69 Lynn Williams Street, Toronto, Ontario, Canada

25. Québec-Specific Terms (Prevail Over Conflicts)

a) Liability Carve-Outs (CCQ 1474). Nothing excludes or limits liability for intentional or gross fault, or for bodily or moral injury where prohibited by law. Caps/limits apply only to economic loss from ordinary fault and will not eliminate essential obligations.

b) Prescription. Contractual limitation periods do not shorten statutory three-year prescription (or other periods mandated by law).

c) Governing Law & Forum. To the extent required by law, Québec law governs, and disputes are heard in the courts of Québec in your local judicial district.

d) Adhesion Contract & Onerous Clauses. Onerous/unusual clauses (e.g., caps, exclusions, jurisdiction) are specifically brought to your attention in Section 1.1.

e) Language. A French version of these Terms will be provided and must be available for review/acceptance. In case of discrepancy for Québec users, the French version prevails unless you expressly choose the English version.

f) Privacy / Law 25. We conduct privacy impact assessments for cross-border disclosures, provide breach notifications, and obtain express consent for model-training uses of personal information.

g) Deadline Disclaimers. For users in Québec, the non-reliance and missed-deadline clauses (Sections 8.4 and 11.5) apply only to economic loss caused by ordinary fault and do not affect any rights or duties that cannot be waived under Québec law or labour statutes.

26. Language / Langue (Québec)

English: The parties acknowledge that they have requested that these Terms be drawn up in English.

27. Third-Party Beneficiaries; ALPA International

ALPA International, including its national, master, and local councils, and their respective officers, employees, and agents (collectively, "ALPA International"), does not operate or provide the Service and shall have no responsibility or liability for the Service or its outputs. The disclaimers, limitations of liability, and indemnities in Sections 8, 10–12, 16, and 11.5 apply to, and are intended for the benefit of, ALPA International as third-party beneficiaries, and ALPA International shall be entitled to enforce them.

By using AviChat, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.