Terms and Conditions for MomentPort Inc.
(US and Canada)

Last Updated: February 25, 2025

These Terms of Service (“Terms”) are a binding agreement between you (“you” or “your”) and MomentPort Inc. (“MomentPort,” “we,” “us,” or “our”). By accessing or using our services, including Ask JADA (“Services”), you agree to comply with and be bound by these Terms. “Services” refers to all offerings provided by MomentPort Inc., including but not limited to modules, features, products, applications, and related tools.
Table of Contents
  1. Scope of Services
  2. Ask JADA’s Customization and Views
  3. Beta Program Agreement for Ask JADA
  4. Eligibility and Restrictions
  5. Accounts
  6. Ownership and Licensing
  7. Privacy and Data Security
  8. Subscriptions and Payments
  9. Intellectual Property
  10. Indemnification
  11. Disclaimer of Warranties
  12. Limitation of Liability
  13. Dispute Resolution
  14. Governing Law
  15. Contact Information
1. Scope of Services
MomentPort provides AI-powered customer engagement tools, including Ask JADA. Ask JADA interacts with your customers via phone calls and text messaging, offering capabilities such as booking appointments, answering inquiries, and summarizing complex information with contextual awareness and emotional intelligence. These Terms govern your use of:
  • MomentPort’s website and associated pages; and
  • Ask JADA and other AI-powered services, applications, and products.
The Services are available only in the United States and Canada. For customers in the United States, Ask JADA servers are located in the United States. For customers in Canada, Ask JADA servers are located in Canada. The regional availability of the Services applies to you or your business based on your registered location.
2. Ask JADA’s Customization and Views
Ask JADA’s personality, tone, and views are fully customizable and programmed based on the policies, preferences, and values of your organization. This includes, but is not limited to:
  • Alignment with your company’s operational policies;
  • Adherence to your organization’s specific political or religious views, if provided; and
  • Customer interaction protocols tailored to your business requirements.
The views and responses expressed by Ask JADA represent your organization’s perspectives and are not the views or positions of MomentPort Inc. By using Ask JADA, you accept full responsibility for the customization of its interactions, ensuring compliance with applicable laws and alignment with your corporate values.
3. Beta Program Agreement for Ask JADA
Ask JADA is currently offered as a beta product (“Beta Services”). By purchasing, accessing, or using Ask JADA, you acknowledge and agree to the following Beta Program terms:

3.1. Voluntary Participation
Your use of the Beta Services is entirely voluntary. By choosing to participate, you acknowledge the risks and limitations associated with beta offerings.

3.2. "As Is" Basis and Risks
The Beta Services are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could result in:
• Failures, interruptions, or errors in functionality.
• Corruption, alteration, or loss of data or information from any connected device or service.

You acknowledge and agree that:
• All use of the Beta Services is at your sole risk.
• Data or content created within the Beta Services may not be recoverable or compatible with prior non-beta versions of the product or feature.
• Reverting to a prior non-beta version, if possible, may not restore data or content generated in the Beta Services.

3.3. Confidentiality
For closed or confidential Beta Services:
• You will be notified if any part of the Beta Services is provided on a confidential basis.
• You agree not to disclose, share, display, or make available any information related to the Beta Services without prior written consent from MomentPort Inc.

3.4. Feedback and Improvement
• You agree to provide feedback as requested. This feedback will be used to improve the Beta Services and future versions of Ask JADA.
• All feedback is provided voluntarily, and MomentPort Inc. may use it without obligation or compensation to you.

3.5. Limited Liability
To the fullest extent permitted by law:
• MomentPort Inc. disclaims all liability for damages or losses arising from your use of the Beta Services.
• This includes, but is not limited to, loss of data, revenue, or business opportunities.
4. Eligibility and Restrictions
  • Age: You must be at least 18 years old or the age of majority in your jurisdiction to use the Services.
  • Authorization: If using the Services on behalf of an organization, you confirm that you are authorized to bind the organization to these Terms.
  • Permitted Territories: The Services are available only in the United States and Canada.
  • Prohibited Uses: You may not use the Services to violate laws, infringe on intellectual property rights, or engage in abusive, harmful, or unethical activities.
5. Accounts
Account Creation: You may need to create an account to access the Services. You are responsible for maintaining the confidentiality of your account credentials.
Account Security: Notify us immediately at [email protected] if you suspect unauthorized access to your account.
Termination: We reserve the right to suspend or terminate accounts for violations of these Terms.
6. Ownership and Licensing
6.1 Your Content
You retain ownership of the content, data, or information you provide to the Services (“Input”). By providing Input, you grant MomentPort a license to use it for providing, improving, and maintaining the Services. You are solely responsible for ensuring that your Input complies with all applicable laws, including Canadian, U.S., and international regulations. MomentPort does not review, verify, or moderate Input and is not responsible for any illegal, misleading, defamatory, or non-compliant content that may result from your Input.

6.2 Ask JADA’s Responses (AI Output)
AI-generated responses or outputs (“Output”) derived from your Input are owned by you, subject to MomentPort’s rights outlined below. You acknowledge that while MomentPort’s AI systems generate Output based on your Input, you are responsible for ensuring that the Output complies with applicable laws. If the Output is illegal, non-compliant, or in violation of any law due to the nature of your Input, you accept full responsibility for any resulting consequences and liabilities.

6.3 License to Use and Share
By using the Services, you grant MomentPort a non-exclusive, worldwide, royalty-free, perpetual, and irrevocable license to use, modify, distribute, reproduce, and share the Output, including with third-party service providers and affiliates, for the purposes of AI model improvement, analytics, and service enhancements. MomentPort does not claim ownership over your Input but retains rights in any derivative improvements to its AI models that result from the Output.

6.4 Liability & Indemnification
  • Indemnification for Input and Output: You agree to indemnify, defend, and hold MomentPort Inc. harmless from any claims, liabilities, damages, fines, or legal actions arising from (i) your Input into the AI system, (ii) any use or misuse of the Output, and (iii) any violation of laws or regulations resulting from the Input or Output.
  • No Liability for Third-Party Claims: MomentPort shall bear no liability for any claims, demands, or legal actions brought against it by third parties, including but not limited to your customers, employees, partners, or affiliates, resulting from AI-generated Output based on your Input.
  • AI Output Disclaimer: MomentPort makes no representations or warranties that the Output will be accurate, compliant with laws, or suitable for any particular purpose. You are solely responsible for evaluating, verifying, and ensuring compliance with all applicable laws before using or acting upon any Output. If the AI generates potentially harmful, misleading, or non-compliant Output, you must notify MomentPort Inc. immediately. MomentPort may, at its sole discretion, review such cases and implement service adjustments but assumes no obligation to do so.
6.5 Feedback
Any suggestions or feedback provided regarding the Services may be used by MomentPort without obligation to you.
7. Privacy and Data Security
MomentPort Inc. is committed to protecting the privacy of our users and ensuring the security of all personal data (“Personal Data”) collected through our services. This section outlines how we collect, use, store, and disclose Personal Data in compliance with Canadian and U.S. laws.

7.1 Data Collection
We collect and process the following Personal Data through phone call and text message interactions:
Phone Numbers: Phone numbers are logged to facilitate communication and service delivery.
Text Message Content: Text messages sent to or received from our system are logged and stored for analysis and service improvement.
Call Transcripts: Text-based transcripts of phone call interactions are retained for training and improving our AI systems. Voice recordings are not stored.
No device or browser data is collected, as our services operate exclusively through phone calls and text messages.

7.2 Use of Personal Data
We use Personal Data to:
Train and improve our AI systems for enhanced accuracy and performance.
Monitor and improve the quality and reliability of our services.
Comply with legal obligations and protect against fraud or misuse.
By using the Services, you consent to MomentPort’s processing of your data, including storage on servers located in the United States.

7.3 Data Sharing
We may share Personal Data in the following circumstances:
Service Providers: With vendors who assist in maintaining and improving our services, such as hosting and data processing partners.
Government Authorities: To comply with legal obligations or lawful requests.
Affiliates: Within our corporate group, in accordance with this policy.

7.4 Retention and Security
Retention: Phone numbers, text messages, and call transcripts are retained for as long as necessary for operational purposes, AI training, and compliance with applicable legal obligations.
Security: We implement robust measures to protect Personal Data from unauthorized access, misuse, or loss. Despite these efforts, no system can be guaranteed entirely secure, and users should take care when providing sensitive information.

7.5 Data Protection Policies
Restricted Data: You may not provide input containing Protected Health Information (PHI) or other sensitive data unless explicitly agreed upon through a signed HIPAA Business Associate Agreement.
Data Deletion: You may request deletion of your data as required by applicable law by contacting [email protected].

7.6 Your Rights
Depending on your location, you may have rights regarding your Personal Data, such as:
Accessing or correcting your data.
Requesting deletion of your data, subject to legal and operational requirements.
Limiting or withdrawing consent for certain uses of your data.
You can exercise these rights by contacting us at [email protected]. Verification of identity may be required to ensure data security.

7.7 Updates to Privacy Practices
We may update our privacy practices to reflect changes in legal requirements or our operations. Significant updates will be communicated through amendments to this policy.
8. FEES and Payments
8.1 Implementation Fee
A one-time implementation fee is required upon registration for the Services. The amount of this fee varies depending on the selected service plan and will be specified during the checkout process.

8.2 Usage-Based Charges
Following the implementation, you will be billed based on your actual usage of the Services:
   Voice Services: Charges are incurred at a rate of $0.08 USD per minute, plus applicable taxes.
   Text Messaging (SMS) Services: Charges are incurred at a rate of $0.02 USD per message, plus applicable taxes.

Usage is calculated monthly, and invoices will be issued accordingly. All charges will be automatically applied to the credit card on file.

8.3 Payment Terms and Authorization
By providing a valid credit card or payment method, you authorize MomentPort to automatically charge all applicable fees, including but not limited to usage-based charges, implementation fees, taxes, and any other applicable fees, to your designated payment method.

You are responsible for ensuring that your payment information is accurate, current, and valid at all times. Failure to maintain updated payment information may result in service suspension or termination.

8.4 Pricing Adjustments
MomentPort reserves the right to modify its pricing at any time. Any changes will be communicated in advance and will apply to future usage, not retroactively. Charges will continue to be applied to the credit card on file unless the payment method is updated.

8.5 Taxes
All fees are exclusive of applicable taxes. You are responsible for any taxes, levies, or duties imposed by taxing authorities on your use of the Services. Applicable taxes will be automatically applied to the total charge.

8.6 Refunds
All payments are final and non-refundable, except where explicitly required by applicable consumer protection laws. Refund requests will be evaluated on a case-by-case basis and granted solely at MomentPort’s discretion. If a refund is issued, it will be credited back to the original payment method. Partial usage of the Services does not entitle you to a refund for any unused portion.

8.7 Disputed Charges
If you believe there has been an error in billing, you must contact MomentPort at [email protected] within 30 days of the invoice date to dispute the charge. Failure to do so will be deemed acceptance of the invoiced amounts. Any refunds or adjustments, if granted, will be applied to the same payment method used for the original transaction.

8.8 Payment Failure
If a charge to the credit card on file fails, MomentPort may, at its discretion:
Attempt to reprocess the payment within 7 days;
Contact you for an updated payment method;
Suspend or terminate your access to the Services if payment is not received within 10 days of the original due date.

Unresolved non-payment beyond 60 days may result in additional collection efforts, including engagement of a third-party collections agency or legal action. Any costs incurred in the collection of overdue amounts, including legal fees and administrative costs, shall be your responsibility.
9. Intellectual Property
MomentPort’s Rights: All rights to the Services, including software, trademarks, and proprietary technologies, are owned by MomentPort or its licensors.
Limited License: You are granted a revocable, non-transferable license to use the Services solely as permitted under these Terms.
10. Indemnification
You agree to indemnify and hold MomentPort harmless from claims, damages, and expenses arising out of:
• Your use of the Services;
• Your Input or Output;
• Violation of these Terms; or
• Infringement of any rights, including intellectual property or privacy rights.
11. Disclaimer of Warranties
The Services are provided on an “AS IS” and “AS AVAILABLE” basis. MomentPort disclaims all warranties, including:
• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Guarantees of uninterrupted or error-free operation.
12. Limitation of Liability
To the fullest extent permitted by law:
No Indirect Damages: MomentPort is not liable for indirect, incidental, consequential, or punitive damages, including lost profits or data loss.
Cap on Liability: Our total liability is limited to the greater of $100 CAD or the total fees paid by you in the 12 months preceding the claim.
13. Dispute Resolution
13.1 Informal Process First
Before initiating any formal dispute resolution process, you and MomentPort Inc. (“the Company”) agree to first make a good-faith effort to resolve any dispute, controversy, or claim (collectively, “Claim”) informally. Either party must contact the other party and allow a 30-day period for response and resolution. You may initiate this process by contacting us at [email protected]. This informal dispute resolution process is a condition precedent and must be satisfied before pursuing arbitration.

13.2 Arbitration Agreement
If the informal dispute resolution process does not resolve the Claim, you and the Company agree that any remaining Claim relating to the Company’s services, products, including the Services and any Output, and any use, access, or lack of access thereto, will be resolved exclusively by final and binding arbitration. Arbitration will:
Be conducted in the English language.
Take place in British Columbia, Canada, in accordance with the rules of the ADR Institute of Canada under its Arbitration Rules, which are incorporated by reference into this section.
Be administered by a single arbitrator, whose decision shall be final, binding, and enforceable in a court of law.
Unless otherwise determined by the arbitrator, the costs of arbitration shall be split equally between the parties. However, each party shall be responsible for their own legal fees, costs, and expenses incurred in connection with the arbitration.
Judgment on the arbitration award may be entered in any court of competent jurisdiction in British Columbia, Canada. The arbitrator will apply applicable substantive law consistent with Canadian law, including the laws of British Columbia, and any applicable statute of limitations.

13.3 No Class Actions or Jury Trials
All Claims must be brought on an individual basis. Neither party may participate in a class action, class arbitration, or any other representative proceeding. By agreeing to these Terms, both you and the Company waive the right to trial by jury or to participate in any form of class or collective action.

13.4 Exceptions to Arbitration
This Arbitration Agreement does not preclude either party from seeking injunctive or other equitable relief in a court of competent jurisdiction for matters related to intellectual property or confidentiality obligations.
14. Governing Law
These Terms are governed by the laws of British Columbia, Canada, and applicable federal laws of Canada.
15. Contact Information
For support, legal inquiries, or other questions, you can contact us via:
• Phone: 604-330-9583 or 202-759-0001
• Email: [email protected]
• Mailing Address:
MomentPort Inc.
401 - 255 Newport Drive,
Port Moody, BC V3H 5H1, Canada.
By using MomentPort’s Services, you confirm that you have read, understood, and agree to these Terms. If you do not agree, discontinue use of the Services immediately.