Version 2026-10-13
This Jaisun AI Platform Service Agreement (the "Agreement") governs the Client's access to and use of the Jaisun AI Platform (the "Service") provided by Sunwire Inc. ("Sunwire," "we," "us," or "our").
By clicking to accept this Agreement, placing an order, creating an account, or using the Service, the customer identified in the applicable order or account ("Client," "you," or "your") agrees to be bound by this Agreement.
If the person accepting this Agreement is doing so on behalf of an organization, that person represents and warrants that they have authority to bind that organization.
1.1 Platform. Jaisun AI is a business artificial-intelligence platform that may include chat-based assistants, document and file analysis, shared organizational knowledge bases, workflow automation, and optional voice, SMS, email, integrations, and agent-based capabilities.
1.2 Users and Workspace. The Service is provided to Client through a logically separated workspace. Access is limited to Client's authorized users and is subject to the subscription plan, user limits, usage allowances, and other terms shown in the applicable order, checkout flow, or account settings.
1.3 Changes to the Service. Sunwire may update, improve, modify, replace, or discontinue features of the Service from time to time. Sunwire will not materially reduce the core functionality of a paid subscription during its current committed term without reasonable notice, except where necessary for security, legal compliance, or third-party provider requirements.
1.4 Beta and Preview Features. Features identified as beta, preview, pilot, early access, or similar are provided for evaluation purposes. They may change, be withdrawn, or be unavailable without notice, and may have reduced support commitments.
2.1 Subscription Fees. Client will pay the subscription fees, implementation fees, usage charges, taxes, and other amounts shown in the applicable order, invoice, or checkout flow.
2.2 Usage Allowances and Overage. Certain plans include a monthly artificial-intelligence usage allowance. Usage may be measured by model consumption, requests, processing volume, communications, storage, or another metric disclosed in the applicable plan. Usage above included allowances may be billed at the then-current published or agreed overage rates.
2.3 Spending Controls. Where available, Client may configure usage or spending limits in the Service. Client is responsible for configuring those limits appropriately. Sunwire may throttle, suspend, restrict, or require prepayment for usage that exceeds an allowance, spending limit, payment threshold, or reasonable usage pattern.
2.4 Payment Terms. Payment, invoicing, late payment, credit, suspension, renewal, cancellation, and term-commitment terms are governed by the applicable order and Sunwire's general Terms and Conditions, which are incorporated into this Agreement by reference.
2.5 Taxes. Fees are exclusive of applicable taxes, including HST, GST, PST, sales taxes, withholding taxes, and similar governmental charges. Client is responsible for all applicable taxes other than taxes based on Sunwire's net income.
3.1 Client Ownership. As between the parties, Client retains all right, title, and interest in Client Content. "Client Content" means information, prompts, messages, files, documents, knowledge-base materials, contact information, audio, recordings, and other data submitted to or made available through the Service by or on behalf of Client.
3.2 Limited Licence to Sunwire. Client grants Sunwire a limited, non-exclusive right to host, copy, transmit, process, display, and otherwise use Client Content only as necessary to:
3.3 No Training on Client Content. Sunwire will not use Client Content to train generalized artificial-intelligence models, except where Client has expressly opted in through a written agreement or an explicit feature-level consent mechanism.
3.4 Client Responsibility for Content. Client represents and warrants that it has all rights, permissions, notices, consents, and legal authority necessary to submit Client Content to the Service and permit the processing described in this Agreement.
3.5 Sensitive Information. Client must not submit highly sensitive information unless the Service plan and configuration are expressly designed and approved for that use. This includes, without limitation:
4.1 Privacy Compliance. Each party will comply with applicable privacy and data-protection laws in connection with its use of the Service, including the federal Personal Information Protection and Electronic Documents Act and applicable Ontario privacy legislation.
4.2 Roles. To the extent Client Content includes personal information:
4.3 Client Notices and Consents. Client is responsible for providing all required notices and obtaining all required consents from individuals whose personal information, voice, contact information, communications, or recordings are submitted to or processed through the Service.
4.4 Security Measures. Sunwire will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Service and the information processed. No service, network, or transmission method can be guaranteed completely secure.
4.5 Security Incidents. If Sunwire becomes aware of a confirmed unauthorized access to Client Content in its control that creates a material risk of significant harm, Sunwire will notify Client without unreasonable delay and provide reasonably available information to support Client's legal obligations.
4.6 Data Location and Transfers. The Service may use infrastructure and subprocessors located in Canada, the United States, or other jurisdictions, depending on the plan, feature, model, and third-party provider selected. Client acknowledges that use of the Service may involve cross-border processing of Client Content.
5.1 Third-Party Processing. Depending on the selected plan, model, or feature, Client Content may be transmitted to third-party artificial-intelligence model providers, communications providers, cloud infrastructure providers, or integration providers to generate a response or perform a requested task.
5.2 Provider Terms. Certain third-party features may be subject to additional provider terms, technical limits, acceptable-use rules, or geographic restrictions. Sunwire will use commercially reasonable efforts to select business-appropriate provider configurations, but cannot control the independent acts, omissions, availability, or policy changes of third-party providers.
5.3 Client-Connected Services. If Client connects the Service to a third-party account, application, mailbox, phone system, CRM, storage location, or other system, Client authorizes Sunwire to access and process the relevant data solely to provide the requested integration or workflow. Client is responsible for its permissions and configuration of those connected services.
6.1 AI Output May Be Inaccurate. Artificial-intelligence output may be incomplete, inaccurate, misleading, non-current, biased, or unsuitable for a particular purpose. The Service may generate materially different results from similar prompts.
6.2 Human Review Required. Client is solely responsible for reviewing and validating output before relying on it, distributing it, implementing it, making business decisions from it, or using it in communications with customers, employees, regulators, or the public.
6.3 Not Professional Advice. The Service does not provide legal, financial, tax, accounting, medical, employment, insurance, cybersecurity, engineering, or other professional advice. Client must obtain qualified professional advice where appropriate.
6.4 High-Risk Decisions. Client must not use the Service as the sole basis for decisions that produce legal, financial, employment, healthcare, housing, insurance, credit, safety, or similarly significant effects on an individual.
6.5 Voice, SMS, and Email Features. Client is responsible for ensuring that use of voice, SMS, email, outbound calling, recordings, marketing, and automated communications complies with all applicable laws, including consent, identification, disclosure, recordkeeping, anti-spam, telemarketing, and privacy requirements.
Client will not, and will not permit any user or third party to:
Sunwire may investigate suspected violations and may suspend or restrict access where reasonably necessary to protect the Service, Client, Sunwire, other customers, or third parties.
8.1 Sunwire Property. Sunwire and its licensors retain all right, title, and interest in the Service, software, documentation, platform design, models, workflows, improvements, branding, and related intellectual property.
8.2 Client Property. Client retains its rights in Client Content and its pre-existing intellectual property.
8.3 Output Rights. Subject to Client's compliance with this Agreement and applicable law, Sunwire assigns to Client any rights Sunwire may have in output generated specifically for Client through the Service. This assignment does not apply to:
Client acknowledges that similar or identical output may be generated for other users.
8.4 Feedback. If Client provides suggestions, ideas, or feedback about the Service, Sunwire may use it without restriction or compensation, provided Sunwire does not publicly identify Client as the source without consent.
9.1 Each party may receive confidential information from the other. Confidential information includes non-public business, technical, financial, operational, security, customer, and product information that a reasonable person would understand to be confidential.
9.2 Each party will protect the other party's confidential information using at least reasonable care and will use it only as necessary to perform or exercise rights under this Agreement.
9.3 Confidential information does not include information that the receiving party can demonstrate:
9.4 A party may disclose confidential information where required by law, provided it gives advance notice where legally permitted and reasonably cooperates with efforts to seek confidential treatment.
10.1 Suspension. Sunwire may suspend or limit Client's access to the Service where reasonably necessary due to:
Where practical, Sunwire will provide notice and an opportunity to remedy the issue before suspension.
10.2 Termination. Either party may terminate this Agreement as permitted in the applicable order or general Terms and Conditions. Sunwire may terminate immediately for a material breach that is incapable of cure, or if Client fails to cure a material breach within a reasonable period after written notice.
10.3 Data Retrieval. During an active subscription and for a reasonable period after termination, Client may export Client Content using available Service functionality, subject to payment of all outstanding amounts and technical limitations. Sunwire may delete Client Content after the applicable retention period unless retention is required by law or agreed in writing.
11.1 Service Warranty. Sunwire will provide the Service using commercially reasonable care and skill.
11.2 Disclaimer. Except as expressly stated in this Agreement, the Service is provided on an "as available" and "as is" basis. To the maximum extent permitted by applicable law, Sunwire disclaims all warranties, conditions, representations, and guarantees, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, accuracy, and error-free operation.
11.3 No Guaranteed Outcome. Sunwire does not warrant that the Service will generate accurate, complete, compliant, legally sufficient, commercially successful, or suitable output for Client's intended purpose.
12.1 Exclusion of Indirect Damages. To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunity, loss of goodwill, loss of anticipated savings, loss of data, or business interruption, even if advised of the possibility of those damages.
12.2 Liability Cap. To the maximum extent permitted by applicable law, Sunwire's total aggregate liability arising out of or relating to this Agreement, the Service, or Client's use of the Service will not exceed the fees paid or payable by Client to Sunwire for the Service during the twelve (12) months immediately preceding the event giving rise to the claim.
12.3 Exceptions. Nothing in this Agreement limits liability that cannot legally be limited or excluded under applicable law.
12.4 Allocation of Risk. The parties acknowledge that the fees reflect the allocation of risk in this Agreement and that the limitations in this section are fundamental to the parties' agreement.
13.1 Client will indemnify, defend, and hold harmless Sunwire and its directors, officers, employees, contractors, affiliates, and licensors from claims, losses, damages, liabilities, costs, and reasonable legal fees arising from or relating to:
13.2 Sunwire will promptly notify Client of an indemnified claim and provide reasonable cooperation at Client's expense. Client may not settle a claim in a manner that imposes liability, admission, or obligation on Sunwire without Sunwire's prior written consent.
14.1 Governing Law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles.
14.2 Venue. The parties irrevocably attorn to the exclusive jurisdiction of the courts located in Ontario for any dispute arising from or relating to this Agreement.
14.3 Order of Precedence. If there is a conflict between this Agreement, an applicable order, and Sunwire's general Terms and Conditions, the following order applies unless the order expressly states otherwise:
14.4 Changes to this Agreement. Sunwire may update this Agreement from time to time. For material changes affecting an active paid subscription, Sunwire will provide reasonable advance notice through the Service, by email, or by another reasonable method. Continued use after the effective date of the revised Agreement constitutes acceptance, unless Client terminates the affected Service before that date in accordance with the applicable terms.
14.5 Assignment. Client may not assign or transfer this Agreement without Sunwire's prior written consent. Sunwire may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, sale of assets, or similar corporate transaction.
14.6 Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including internet or telecommunications failures, third-party provider outages, power interruptions, cyberattacks, labour disputes, natural disasters, government actions, or acts of war.
14.7 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.
14.8 Entire Agreement. This Agreement, the applicable order, Sunwire's general Terms and Conditions, and any incorporated privacy or data-processing terms form the entire agreement regarding the Service and supersede prior discussions or understandings on that subject.
14.9 Electronic Acceptance. Electronic acceptance, including checkbox acceptance, account creation, order placement, or continued use of the Service, is intended to create a legally binding agreement and may be used as evidence of acceptance.
Sunwire's general Terms and Conditions and the Jaisun AI Privacy Policy are incorporated by reference.