Please read these Terms & Conditions (“Terms”, “Agreement”) carefully before using the Broxon platform (“Service”, “Platform”) operated by Broxon (“we”, “us”, “our”). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
1. Definitions
For the purposes of this Agreement, the following definitions apply:
- “Service” refers to the Broxon platform, including all features, tools, APIs, and interfaces made available to you.
- “User” refers to any individual or business that creates an account and accesses the Service.
- “Connected Account” refers to any Facebook Page or Instagram Business account linked to your Broxon account via Meta OAuth.
- “AI Agent” refers to the automated conversational agent powered by Retell AI that responds to inbound messages on your behalf.
- “Subscription” refers to the paid plan that grants access to the Service and its features.
- “Content” refers to any messages, data, text, or information processed through the Service.
- “Applicable Law” refers to the laws of the Province of Ontario and the federal laws of Canada applicable therein.
2. Description of Service
Broxon is a Software-as-a-Service (SaaS) platform that enables businesses to automate customer conversations on Facebook Messenger and Instagram Direct Messages. The Service allows Users to:
- Connect Facebook Pages and Instagram Business accounts via Meta’s official OAuth authorization flow.
- Deploy AI-powered conversational agents that respond automatically to inbound direct messages.
- Configure and manage agent behaviour through the Broxon dashboard.
- Monitor message queue activity, connected account status, and subscription details.
The Service integrates with Meta’s Messenger Platform and is subject to Meta’s Platform Policies. Users are solely responsible for ensuring their use of the Service complies with all applicable Meta policies.
3. Eligibility & Account Registration
(a) Eligibility. You must be at least 18 years of age and capable of entering into a legally binding agreement to use the Service. By registering, you represent and warrant that you meet these requirements.
(b) Account Accuracy. You agree to provide accurate, current, and complete information during registration and to keep your account information updated at all times. Broxon reserves the right to suspend or terminate accounts based on inaccurate or misleading information.
(c) Account Security. You are responsible for maintaining the confidentiality of your account credentials. You agree to notify us immediately at support@broxon.ca of any unauthorized use of your account. We are not liable for any loss resulting from unauthorized access due to your failure to safeguard credentials.
(d) One Account Per User. Each User may maintain only one active account unless expressly authorized otherwise by Broxon in writing.
4. Subscriptions & Payment
(a) Subscription Plans. Access to the Service is granted through a paid Subscription. The available plans, features, and pricing are displayed on the Broxon pricing page and may be updated from time to time at our sole discretion. We will provide reasonable notice of any pricing changes.
(b) Billing. Subscriptions are billed on a recurring basis (monthly or annually) in advance. By providing a payment method, you authorize Broxon to charge your payment method for the applicable Subscription fees on each renewal date.
(c) Taxes. All fees are exclusive of applicable taxes. You are responsible for all taxes, duties, or levies imposed by any governmental authority on the fees paid for the Service, including applicable Canadian federal and provincial taxes (GST/HST).
(d) No Refunds. ALL SUBSCRIPTION FEES ARE NON-REFUNDABLE. No refunds or credits will be issued for partial months of service, unused features, or early cancellation. If you cancel your Subscription, you will continue to have access to the Service until the end of your current billing period, after which your access will terminate.
(e) Failed Payments. If a payment fails, we reserve the right to suspend or downgrade your account until payment is successfully processed. Continued failure to pay may result in termination of your account.
5. Acceptable Use & Prohibited Conduct
You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not use the Service to:
- Send spam, unsolicited messages, or bulk promotional content not initiated by the recipient.
- Impersonate any person, business, or entity, or misrepresent your affiliation with any organization.
- Transmit any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable.
- Violate any applicable law or regulation, including consumer protection, privacy, or anti-spam laws (including Canada’s Anti-Spam Legislation, CASL).
- Circumvent, disable, or interfere with security features of the Service or Meta’s platform.
- Use the Service to conduct phishing, social engineering, or any fraudulent activity.
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service.
- Resell, sublicense, or otherwise transfer access to the Service to third parties without prior written consent.
- Use the Service to collect personal information from users without their knowledge or consent.
- Engage in any activity that places an unreasonable or disproportionately large load on the Service’s infrastructure.
Broxon reserves the right to investigate and take appropriate legal or administrative action, including immediate suspension or termination, against any User who violates these provisions.
6. Meta Platform & Third-Party Integrations
(a) Meta Compliance. The Service relies on Meta’s Messenger Platform APIs. Your use of any Meta-integrated features is additionally subject to Meta’s Terms of Service and Platform Policies. You are solely responsible for ensuring your Connected Accounts and messaging activities comply with Meta’s policies.
(b) Permission & Authorization. By connecting a Facebook Page or Instagram Business account, you represent that you have the legal authority to grant Broxon the permissions requested during the OAuth authorization flow, including the ability to send messages on behalf of that Page.
(c) Third-Party Services. The Service may integrate with third-party services including, but not limited to, Retell AI for conversational AI capabilities and Redis for message queue management. Broxon is not responsible for the availability, accuracy, or conduct of any third-party service. Your use of third-party services is governed by the respective third party’s terms and privacy policies.
(d) Service Interruptions. Broxon is not liable for any interruption or degradation of the Service caused by changes to Meta’s APIs, policies, or platform infrastructure, or by any third-party service outage.
7. Intellectual Property
(a) Broxon IP. All right, title, and interest in and to the Service, including all software, design, trademarks, logos, and content created by Broxon, are and will remain the exclusive property of Broxon. Nothing in these Terms grants you any license to use Broxon’s intellectual property except as expressly set forth herein.
(b) Your Content. You retain all ownership of Content you transmit through the Service. By using the Service, you grant Broxon a limited, non-exclusive, royalty-free license to process and transmit your Content solely for the purpose of providing the Service to you.
(c) Feedback. If you submit suggestions, ideas, or feedback about the Service, you grant Broxon an irrevocable, perpetual, royalty-free license to use and incorporate such feedback without any obligation to you.
8. Privacy & Data Protection
Your privacy is important to us. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the practices described in the Privacy Policy.
Broxon complies with Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. If you are located in the European Economic Area, additional rights may apply under the General Data Protection Regulation (GDPR).
You are responsible for obtaining any necessary consents from your end users before processing their personal information through the Service, including their messages and profile data.
9. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Service that is designated as confidential or that reasonably should be understood to be confidential. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.
10. Disclaimer of Warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BROXON EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Broxon does not warrant that the Service will be uninterrupted, error-free, or free of viruses or other harmful components. Broxon does not warrant the accuracy, completeness, or reliability of any AI-generated responses produced by the Service.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BROXON AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE.
IN NO EVENT SHALL BROXON’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO BROXON IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).
Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.
12. Indemnification
You agree to indemnify, defend, and hold harmless Broxon and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
- Your use of the Service in violation of these Terms;
- Your violation of any applicable law or regulation, including Meta’s Platform Policies or CASL;
- Your Content or the messages sent through your Connected Accounts;
- Any claim by a third party arising from your use of the AI Agent feature.
13. Term & Termination
(a) Term. These Terms commence on the date you first access or use the Service and remain in effect until terminated by either party.
(b) Termination by You. You may terminate your account at any time by cancelling your Subscription through the dashboard or by contacting us at support@broxon.ca. Termination takes effect at the end of your current billing period.
(c) Termination by Broxon. Broxon may suspend or terminate your access to the Service immediately, without prior notice, if you breach any provision of these Terms, if required by law, or if we discontinue the Service.
(d) Effect of Termination. Upon termination, your right to access the Service ceases immediately (or at end of billing period where applicable). We may delete your account data in accordance with our data retention policy. Sections 7, 10, 11, 12, 15, and 16 shall survive termination.
14. Modifications to the Service & Terms
Broxon reserves the right to modify, suspend, or discontinue any part of the Service at any time with or without notice. We also reserve the right to update these Terms at any time. We will notify you of material changes by posting the updated Terms on this page and updating the “Last updated” date. Your continued use of the Service after any changes constitutes your acceptance of the revised Terms.
15. Governing Law & Dispute Resolution
(a) Governing Law. These Terms 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 law principles.
(b) Dispute Resolution. Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation. If not resolved within 30 days, the dispute shall be submitted to binding arbitration in Toronto, Ontario, under the applicable arbitration rules, except that either party may seek injunctive relief in a court of competent jurisdiction.
(c) Jurisdiction. For any claims not subject to arbitration, you consent to the exclusive jurisdiction of the courts located in Toronto, Ontario.
16. General Provisions
(a) Entire Agreement. These Terms, together with the Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between you and Broxon with respect to the Service and supersede all prior agreements and understandings.
(b) Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
(c) Waiver. Broxon’s failure to enforce any provision of these Terms shall not be construed as a waiver of our right to enforce that provision in the future.
(d) Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Broxon may assign its rights and obligations freely, including in connection with a merger, acquisition, or sale of assets.
(e) Force Majeure. Broxon shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, strikes, or failures of third-party services such as Meta’s platform or cloud infrastructure providers.
17. Contact Us
If you have any questions about these Terms & Conditions, please contact us: