Terms of Service

Welcome to Molay Inc. ("Molay," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website, services, and any consulting engagements with Molay. By accessing our website or engaging our services, you agree to be bound by these Terms.

Molay Inc. is a British Columbia corporation with its principal place of business in Vancouver, BC, Canada. These Terms are governed by the laws of British Columbia and the federal laws of Canada applicable therein.

1. Definitions

• "Services" means the AI consulting, data engineering, analytics, and related professional services provided by Molay.
• "Client" or "you" refers to any individual or organization that engages Molay for Services or accesses our website.
• "Deliverables" means any work product, documentation, software, reports, or other materials created by Molay in connection with the Services.
• "Confidential Information" means any non-public information disclosed by either party to the other in connection with the Services.
• "Statement of Work" or "SOW" means a written document describing the specific Services, Deliverables, timelines, and fees for a particular engagement.

2. Services and Engagement

2.1 Scope of Services

Molay provides AI and data consulting services including but not limited to: Retrieval-Augmented Generation (RAG) solutions, data pipeline development, analytics and business intelligence, and AI strategy consulting. The specific scope of Services for each engagement will be defined in a mutually agreed-upon Statement of Work.

2.2 Professional Standards

We will perform all Services with reasonable skill and care, in accordance with generally accepted industry standards and practices. Our team members are experienced professionals with expertise in enterprise data and AI solutions.

2.3 Client Cooperation

You agree to provide timely access to necessary information, systems, personnel, and resources required for Molay to perform the Services. Delays caused by Client will not be attributed to Molay.

3. Fees and Payment

3.1 Fees

Fees for Services will be set forth in the applicable Statement of Work. Unless otherwise specified, fees are quoted in Canadian Dollars (CAD) or United States Dollars (USD) and are exclusive of applicable taxes.

3.2 Payment Terms

Payment terms will be specified in the Statement of Work. Unless otherwise agreed, invoices are due within thirty (30) days of the invoice date. Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

3.3 Taxes

You are responsible for all applicable taxes, including GST/HST for Canadian clients and any applicable withholding taxes for international clients. Where required, Molay will add applicable taxes to invoices.

4. Intellectual Property

4.1 Client Materials

You retain all ownership rights in your pre-existing materials, data, and intellectual property provided to Molay for the performance of Services.

4.2 Deliverables

Subject to full payment of all fees, ownership of custom Deliverables will transfer to you as specified in the Statement of Work. Unless otherwise agreed, Molay retains ownership of its pre-existing tools, methodologies, frameworks, and general knowledge ("Molay IP"), and grants you a non-exclusive license to use any Molay IP incorporated into the Deliverables.

4.3 Feedback and Improvements

Molay may use general knowledge, skills, and experience gained during the engagement, as well as any non-confidential feedback provided by Client, to improve its services and methodologies.

5. Confidentiality

5.1 Confidentiality Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to third parties except as necessary to perform the Services or as required by law. This obligation survives termination of the engagement for a period of five (5) years.

5.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party; or (d) is rightfully obtained from a third party without restriction.

6. Data Protection and Privacy

Molay is committed to protecting the privacy and security of personal information in accordance with applicable data protection laws, including:

• Canada: Personal Information Protection and Electronic Documents Act (PIPEDA), Personal Information Protection Act (BC PIPA), and Canada's Anti-Spam Legislation (CASL)
• European Union: General Data Protection Regulation (GDPR) for European clients
• United States: Applicable state privacy laws including CCPA/CPRA for California residents

Where Molay processes personal data on your behalf, we will enter into a Data Processing Agreement as required by applicable law. Please refer to our Privacy Policy for details on how we handle personal information.

7. Warranties and Disclaimers

7.1 Limited Warranty

Molay warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. If Services do not conform to this warranty, your exclusive remedy is for Molay to re-perform the non-conforming Services at no additional charge, provided you notify us within thirty (30) days of delivery.

7.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, MOLAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AI AND DATA SOLUTIONS INVOLVE INHERENT UNCERTAINTIES, AND MOLAY DOES NOT GUARANTEE SPECIFIC OUTCOMES OR RESULTS FROM THE SERVICES.

8. Limitation of Liability

8.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

Molay's total cumulative liability under these Terms or any Statement of Work shall not exceed the fees paid by you for the specific Services giving rise to the claim during the twelve (12) months preceding the claim.

9. Indemnification

You agree to indemnify and hold harmless Molay, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your provision of inaccurate or incomplete information; (c) your violation of any applicable law; or (d) any third-party claims related to your use of the Deliverables, except to the extent caused by Molay's gross negligence or willful misconduct.

10. Term and Termination

10.1 Term

These Terms apply to all Services provided by Molay. Individual engagements are governed by the applicable Statement of Work.

10.2 Termination for Convenience

Either party may terminate a Statement of Work upon thirty (30) days' written notice. Upon such termination, you shall pay for all Services rendered and expenses incurred through the termination date.

10.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice; or (b) becomes insolvent or subject to bankruptcy proceedings.

10.4 Effect of Termination

Upon termination, Molay will deliver all completed Deliverables for which payment has been received. Provisions regarding confidentiality, intellectual property, limitation of liability, and indemnification shall survive termination.

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

11.2 Dispute Resolution

The parties agree to first attempt to resolve any dispute through good faith negotiations. If negotiations are unsuccessful within thirty (30) days, either party may pursue mediation in Vancouver, British Columbia. If mediation is unsuccessful, disputes shall be resolved by binding arbitration administered by the British Columbia International Commercial Arbitration Centre (BCICAC) in accordance with its rules.

11.3 Jurisdiction

For any matters not subject to arbitration, the courts of British Columbia, sitting in Vancouver, shall have exclusive jurisdiction. You consent to the personal jurisdiction of such courts.

12. International Clients

12.1 European Union Clients

For clients in the European Union, we comply with GDPR requirements including data processing agreements, appropriate safeguards for international data transfers, and respect for data subject rights. Standard Contractual Clauses (SCCs) are available upon request for data transfers.

12.2 United States Clients

For clients in the United States, applicable state laws may provide additional consumer protections. Nothing in these Terms limits rights that cannot be waived under applicable consumer protection laws.

12.3 Export Compliance

You agree to comply with all applicable export and import laws and regulations, including Canadian export controls and U.S. Export Administration Regulations (EAR), in connection with the Services and Deliverables.

13. AI and Technology Specific Terms

13.1 AI Solutions

AI solutions developed by Molay are tools to assist decision-making and should not be relied upon as the sole basis for critical decisions without appropriate human oversight. You are responsible for ensuring that use of AI solutions complies with applicable laws and regulations in your jurisdiction.

13.2 Third-Party Services

Our Services may integrate with third-party platforms, APIs, or services (e.g., cloud providers, AI model providers). Your use of such third-party services is subject to their respective terms of service. Molay is not responsible for the availability, performance, or terms of third-party services.

13.3 Data Quality

The quality and accuracy of AI and analytics solutions depend on the quality of input data. You are responsible for ensuring the accuracy, completeness, and legality of data provided to Molay.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any applicable Statement of Work and referenced policies, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications.

14.2 Amendment

Molay may update these Terms from time to time. Material changes will be communicated via our website or direct notice. Continued use of our Services after changes constitutes acceptance.

14.3 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Assignment

You may not assign these Terms or any rights hereunder without Molay's prior written consent. Molay may assign these Terms to a successor in connection with a merger, acquisition, or sale of assets.

14.5 No Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

14.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, pandemics, war, terrorism, government actions, or failures of third-party services.

15. Contact Information

For questions about these Terms of Service, please contact us: