Terms of Service

1. Acceptance of Terms

These Terms of Service ("Agreement" or "Terms") constitute a legally binding agreement between Roxi Platform ("Roxi", "we", "our", or "us") and the business entity, corporation, sole proprietorship, or partnership that opens an account or accesses our services ("Customer", "User", or "you"). By subscribing to, accessing, or using the Roxi dashboard, services, workflows, API, and associated tools (collectively, the "Service"), you agree to comply with and be bound by this Agreement in full. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Strictly Commercial (B2B) Use

The Service is designed, built, and offered exclusively for business, professional, commercial, or institutional purposes. You explicitly acknowledge and represent that you are subscribing to and using the Service as a business entity or as an individual acting in a professional capacity, and not as an individual consumer for personal, household, or family use. You agree that standard consumer protection laws or regulations in any jurisdiction do not apply to your transactions, account, or use of the Service.

3. User Accounts and Security

To use the Service, you must register for a Roxi account. You agree to provide and maintain true, accurate, current, and complete information. You are solely responsible for keeping your login credentials, API keys, and account access tokens confidential and secure. You accept full responsibility for all activities, messages sent, appointments booked, and invoices issued under your account. You must notify Roxi immediately of any unauthorized use of your credentials or breach of security.

4. Multi-Channel Messaging and Spam Compliance (TCPA, CAN-SPAM, CASL)

Roxi facilitates communication via SMS, Email, Facebook Messenger, Instagram, and other channels. **You are solely and strictly liable for all communications transmitted through your Roxi account.** By utilizing these channels, you warrant and agree that:

• You have obtained explicit, verifiable, double opt-in consent from all leads, customers, or recipients prior to transmitting SMS messages or automated marketing emails, in accordance with applicable laws.
• You will strictly comply with all relevant communication regulations, including but not limited to the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Canadian Anti-Spam Legislation (CASL), and all local carrier regulations.
• You will respect and immediately process all unsubscribe request triggers, "STOP" replies, or opt-out markers.
• You will not use the Service to transmit unsolicited, deceptive, or offensive messages (spam), or to distribute malicious files or payloads.

Roxi reserves the absolute right, in its sole discretion, to suspend or terminate your account immediately and without notice or refund if we receive spam complaints, detect carrier blocking, or believe you are violating messaging compliance laws.

5. Data Ownership, Processing, and Non-Sale Commitment

You retain all ownership, intellectual property rights, and title to the client profiles, messaging records, and database leads you import or collect through the Service ("Customer Data"). Roxi acts strictly as a **Data Processor** (or service provider) processing Customer Data on your behalf to operate the Service.

**Our Non-Sale Commitment:** Roxi will **never** sell, rent, trade, or distribute your Customer Data, lead profiles, or communication transcripts to third parties for advertising, marketing, or profiling purposes.

You warrant that you have obtained all necessary legal rights, permissions, and privacy consents from your end customers/leads to permit Roxi to transmit, store, and process their data under this Agreement.

6. Third-Party Integrations (Stripe, Google, Meta)

The Service integrates with third-party networks, including Stripe, Google Business Suite, and Meta Platforms. Your activation and use of these integrations are governed solely by your separate agreements with those platforms. Roxi is not responsible for the performance, service interruptions, billing issues, API deprecations, or data policies of Stripe, Google, Meta, or any other third-party provider.

7. Disclaimer of Warranties

The service is provided on an "AS IS" and "AS AVAILABLE" basis.

To the maximum extent permitted by applicable law, Roxi and its officers, directors, employees, and affiliates explicitly disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, integration, non-infringement, quiet enjoyment, and open service channels. We do not warrant that the Service will be uninterrupted, error-free, secure, completely bug-free, or that data transmission or delivery (including SMS and email) will occur without delay, loss, or failure.

8. Limitation of Liability

This section limits our total liability. Please read it carefully.

To the maximum extent permitted by applicable law, in no event shall Roxi, its affiliates, directors, officers, employees, agents, or suppliers be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages of any kind whatsoever. This includes, without limitation, damages for loss of business profits, business interruption, loss of business information or records, system downtime, carrier spam blocks, data corruption, loss of goodwill, or the cost of procurement of substitute services, even if Roxi has been advised of the possibility of such damages.

**Total Liability Cap:** Roxi's total aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall be strictly capped and limited to **the lesser of One Hundred US Dollars ($100.00 USD) or the actual amount paid by you to Roxi in the twelve (12) months preceding the event giving rise to the claim.**

9. Customer Indemnification

You agree to defend, indemnify, and hold harmless Roxi, its affiliates, licensing partners, officers, directors, employees, and agents from and against any and all third-party claims, lawsuits, administrative proceedings, liabilities, damages, losses, costs, and expenses (including reasonable legal and attorney fees) arising from or relating to: (a) your access to or use of the Service; (b) any Customer Data you collect, process, or transmit; (c) your violation of any provision of this Agreement; or (d) your violation of any applicable law, including but not limited to the TCPA, CAN-SPAM, CASL, or privacy regulations.

10. Dispute Resolution, Arbitration, and Class Action Waiver

**Class Action Waiver:** You and Roxi agree that any dispute resolution proceedings will be conducted solely on an individual basis and **not** in a class, consolidated, or representative action. You agree to waive any right to participate in a class-action lawsuit or class-wide arbitration.

**Binding Arbitration:** Any dispute, controversy, or claim arising out of or relating to this Agreement or its breach shall be resolved by binding, individual arbitration in accordance with commercial arbitration standards, rather than in court.

11. Governing Law

This Agreement, and any disputes arising out of it, 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 laws principles. You agree to submit to the exclusive personal jurisdiction of the courts located in Toronto, Ontario, Canada for any judicial actions.

12. Changes to Terms

We reserve the right to modify this Agreement at any time. We will indicate the date of the latest update at the top of these Terms. Your continued use of the Service after any modifications constitute your binding acceptance of the updated Terms.

13. Legal Inquiries

For legal notices, complaints, compliance inquiries, or details regarding data handling, please contact us at **legal@roxi.ca**.