Terms and Conditions.

1. Commercial and B2B Application

Commercial Use Only: This Service is built and intended exclusively for business, commercial, and professional use. It is designed to serve commercial enterprises, including but not limited to medical practices, clinics, professional consultants, and skilled trades.

Exclusion of Consumer Protection: By entering into these Terms, you represent and warrant that you are acting in a professional or business capacity. You acknowledge that consumer protection legislation (such as the Ontario Consumer Protection Act or the Quebec Consumer Protection Act) does not apply to this commercial contract.

2. Billing, Subscriptions, and Payments

Prices, Currency, and Taxes: All prices are shown and charged in Canadian dollars ($CAD) unless stated otherwise. Applicable sales taxes are calculated and added at checkout where applicable.

Prepaid Terms and Co-Terminated Add-ons: When you purchase a multi-year Base Plan, the term is paid in full upfront. Any optional add-on modules purchased subsequently are co-terminated with your active Base Plan. Add-ons are prorated from the purchase date to the Base Plan's expiry date, charged in full upfront, and expire simultaneously with the Base Plan.

30-Day Cancellation of Prepaid Terms: Provided your account has not been suspended or terminated for a breach of the Acceptable Use Policy (Section 3), you may cancel the service within thirty (30) days of the initial purchase date. If you cancel within this 30-day window, your account will be assessed a charge equal to one (1) month of the Base Plan and one (1) month of any co-terminated add-ons at our standard, undiscounted month-to-month rates. The remaining balance of your prepaid funds will be refunded. If the Base Plan is cancelled, all co-terminated add-ons automatically terminate.

No Refunds (After 30 Days): After thirty (30) days from the initial purchase date, the term is locked. All prepaid charges for the Base Plan and any co-terminated add-ons are strictly final and non-refundable for the duration of the term, including for unused time, unused credits, account inactivity, or mid-term cancellation.

End of Prepaid Term & Service Pause: Prepaid multi-year terms do not automatically renew for subsequent multi-year terms. Upon expiration, your account transitions to a month-to-month subscription at our then-current standard rates, provided a valid credit card is on file. If no valid payment card is on file at expiration, your service will automatically pause (inbound and outbound calls will cease). During a pause, your phone numbers, routing, and configurations are retained. Service immediately resumes and converts to a monthly subscription upon adding a valid payment method.

Irreversible Account Closure: If an account remains paused for ninety (90) days without valid payment, it is permanently closed. Upon closure, all dedicated phone numbers are permanently released, all third-party integration credentials are revoked, and all routing configurations are destroyed. Account closure is irreversible.

Payment Processor: Payments are securely processed through Stripe or an equivalent third-party payment processor we may use from time to time. By purchasing a plan, tier, add-on, upgrade, or prepaid term, you authorize us and our payment processor to charge your selected payment method. We do not control Stripe's separate payment-processing terms, banking delays, card-network rules, fraud checks, dispute process, or chargeback process.

Service Records: Our internal records use operational account or service statuses (such as active, cancelling, cancelled, suspended, expired, refunded, disputed, or disabled). These labels are operational records only and do not change your legal rights under these Terms or applicable law. If there is a conflict between the operational label shown in the system and these Terms, these Terms govern.

3. Acceptable Use Policy (AUP)

General Prohibited Use 3.1

You must not use the Service for any unlawful, fraudulent, deceptive, harmful, abusive, or unauthorized purpose. You must not:

• (a) violate any law, regulation, industry rule, carrier rule, privacy rule, anti-spam rule, telemarketing rule, or third-party right;
• (b) reverse engineer, decompile, copy, scrape, crawl, probe, scan, overload, interfere with, or attempt to bypass the Service, its security controls, rate limits, infrastructure, APIs, or source code;
• (c) upload malware, harmful code, unlawful content, infringing content, deceptive content, or unauthorized data;
• (d) use the Service to impersonate any person or organization, mislead recipients, conceal the origin of communications, or send deceptive communications;
• (e) use the Service to send unlawful marketing, spam, unsolicited messages, unauthorized automated calls, unauthorized SMS messages, or unlawful reminders;
• (f) use the Service for emergency response, clinical triage, medical diagnosis, urgent-care routing, crisis handling, or any safety-critical function.

Outbound Calling, SMS, and Automated Communications 3.2

The Service may allow automated outbound communications, including SMS callbacks, missed-call follow-ups, scheduling reminders, voice calls, AI-assisted calls, and similar communications.

Consent Responsibility: You are solely responsible for obtaining, recording, storing, and proving all legally required consents before any outbound communication is sent through your account.

Legal Compliance: You must ensure that all outbound communications sent through your account comply with all applicable laws, including the CRTC Unsolicited Telecommunications Rules, Canada's Anti-Spam Legislation (CASL), the Telephone Consumer Protection Act (TCPA), Do Not Call rules, carrier rules, privacy laws, and any other law that applies to the recipient, sender, message type, or jurisdiction.

List and Opt-Out Hygiene: You must maintain accurate consent records, opt-out records, suppression lists, and call/message logs. You must promptly honour all opt-out, unsubscribe, revocation-of-consent, do-not-call, and suppression requests. You must not upload or use purchased, rented, scraped, stale, unverified, or non-compliant contact lists.

Targeting and Content: You are solely responsible for the legality of your call lists, contact lists, customer lists, client profiles, consent records, message content, call scripts, timing, frequency, and recipient targeting.

Customer Data and Contact Lists 3.3

Rights and Authority: You represent and warrant that you have all rights, permissions, consents, notices, and legal authority needed to upload, transmit, store, stream, process, or use any data through the Service. This includes customer data, patient data, guest data, client profiles, phone numbers, email addresses, booking data, contact lists, call recordings, transcripts, prompts, and other information submitted to the Service.

Data Submission Restrictions: You must not submit personal information, personal health information, confidential information, or third-party data unless you have the legal right to do so and have provided all required notices and obtained all required consents.

Medical, Health, and Clinic Use 3.4

Administrative Tool Only: The Service is an administrative automation tool only. The Service is not a medical device, clinical triage tool, emergency-response system, medical advice tool, diagnosis tool, treatment tool, patient-monitoring tool, crisis service, or substitute for professional medical judgment.

Prohibited Configurations: You must not configure the Service to handle medical emergencies, urgent symptoms, crisis calls, clinical triage, test-result interpretation, prescription instructions, diagnosis, treatment decisions, or any communication that requires clinical judgment.

Emergency Interception: You are solely responsible for instructing your patients, clients, callers, staff, and end users that the Service cannot handle emergencies. You must clearly tell callers and patients that, in an emergency or urgent medical situation, they must not rely on the Service and must call 911, go to the nearest emergency department, or contact the appropriate emergency service directly.

Clinical Duties: You are solely responsible for clinical follow-up, patient communications, appointment scheduling decisions, staff review, patient safety, and compliance with all health-sector laws and professional rules. We do not assume any doctor-patient, provider-patient, fiduciary, clinical, professional, or health-care relationship with your patients, clients, callers, or end users.

PHIPA and Health Privacy 3.5

Compliance Baseline: If you are a health information custodian, clinic, regulated health professional, health-care organization, or service provider subject to health privacy laws, you are solely responsible for determining your legal obligations and configuring the Service in a compliant manner.

PHIPA Mandate: You must not use the Service to collect, use, disclose, store, or process personal health information unless you have confirmed that your use complies with applicable health privacy laws, including Ontario's Personal Health Information Protection Act, 2004 (PHIPA) and Québec's Law 25, where applicable.

Operational Policies: You are responsible for ensuring that your notices, consents, agreements, internal policies, staff training, access controls, retention settings, and patient-facing communications are legally compliant. Where required, you must enter into any additional data processing, service provider, confidentiality, or health privacy agreement we require before using the Service with personal health information.

Suspension for AUP Breach 3.6

We may immediately suspend, restrict, disable, or terminate your access to the Service, without notice and without refund, if we reasonably determine that:

• (a) you breached this Acceptable Use Policy;
• (b) your use creates legal, regulatory, privacy, security, operational, carrier, reputational, or safety risk;
• (c) your communications may violate telemarketing, anti-spam, privacy, health, consumer protection, or telecommunications laws;
• (d) your use may cause harm to patients, callers, recipients, third parties, the Service, or our providers; or
• (e) suspension is required by law, a regulator, a court, a carrier, a payment processor, or a third-party provider.

Remedies: Suspension or termination does not limit any other right or remedy available to us.

4. Service Availability and Third-Party Dependencies

Reasonable Efforts: We will use commercially reasonable efforts to maintain the availability and operational readiness of the Service. We do not guarantee uninterrupted service, error-free service, call completion, message delivery, specific uptime, specific response times, or service credits unless we expressly agree in a separate written service-level agreement.

Availability Carve-Outs: Availability commitments do not apply to downtime, delay, failure, degradation, or error caused by:

• (a) scheduled maintenance, upgrades, database work, security updates, or emergency maintenance;
• (b) telecommunications providers, SMS providers, voice providers, cloud providers, internet providers, AI model providers, payment processors, domain providers, or other third-party systems;
• (c) Twilio, AWS, downstream AI models, carrier networks, recipient devices, recipient phone settings, spam filters, blocked numbers, or local phone infrastructure;
• (d) your phone system, call-forwarding rules, PBX settings, SIP settings, voicemail settings, staff workflows, account configuration, scripts, prompts, integrations, data, or user error;
• (e) force majeure events, cyberattacks, network failures, legal restrictions, carrier filtering, or events outside our reasonable control.

5. Universal Data Retention Policy

To minimize security vulnerabilities and enforce data minimization standards across all business sectors, the platform operates a universal data retention schedule segmented strictly by data type, not by client industry. Retention is enforced by automated jobs that run in production on a weekly schedule and can be audited via dry-run. The retention periods set out below are the binding schedule; the full technical breakdown — including the deletion scripts, sub-processors, and the automated lifecycle — is published in our Privacy Policy and our Data Handling Guide, which are incorporated into these Terms by reference. Where this Section summarizes a retention period, the detailed published schedule governs.

Call Recordings and Transcripts (Aggressive Purging): Raw call audio is streamed in real time and is not permanently stored on our servers. Where call recording is enabled for your account, recordings are held by our telephony provider (Twilio) and permanently deleted after 90 days. Verbatim text transcripts of calls are permanently deleted from active systems after 90 days. This is the data class with the shortest retention, to reduce data-at-rest liability.

AI Summaries, Metadata, and Appointments (Medium Retention): Extracted AI call summaries contain no direct personal identifiers and are retained for operational analytics. Call logs and communication metadata (timestamps, numbers, durations, outcomes) are retained for 12 months, after which the caller phone number is anonymized; the de-identified record is retained for analytics. Appointment records are retained for 12 months after completion and then deleted. Workflow execution data is purged after 90 days.

Billing, Consents, and Audit Trails (Long Retention): Business invoices, payment transaction records, and the timestamped, versioned logs of your clickwrap acceptance of these Terms are retained for a mandatory minimum period — six (6) years for billing records — to satisfy Canadian tax legislation (CRA) and to maintain a legally defensible audit trail.

Data is deleted automatically on the per-data-type schedule above, measured from each record's own date, by automated retention jobs that run on a weekly schedule. Deletion is by data type and record age, and applies regardless of whether your account is active, paused, cancelled, suspended, or irreversibly closed. Cancelling, a full refund, a chargeback, or a trial expiring without conversion stops future billing and disables access; new data stops being collected and already-collected data is then deleted under the schedule above. When an account is irreversibly closed, all third-party integration credentials and routing configurations are immediately destroyed, and dedicated phone numbers are permanently released. Partial refunds do not pause service. Billing records and the timestamped logs of your clickwrap acceptance of these Terms are retained for the minimum legal period stated above regardless of account status.

6. Limitation of Liability

Cap on Total Liability: To the maximum extent permitted by applicable law, the cumulative liability of iHospitality Inc., its owners, directors, officers, employees, contractors, and suppliers for any single claim or series of claims arising out of your use of the Service, shall be strictly capped at the total fees paid by you to the Service during the three (3) month period immediately preceding the event giving rise to liability.

Exclusion of Consequential Damages: In no event shall we be liable for any indirect, special, incidental, consequential, punitive, or exemplary damages, including but not limited to lost business revenues, lost profits, missed appointments, downstream professional liability claims, or loss of commercial data, even if we were advised of the possibility of such damages.

7. Indemnity for Communications, Health Use, and Customer Data

You agree to defend, indemnify, and hold harmless iHospitality Inc., its owners, directors, officers, employees, contractors, suppliers, licensors, processors, and service providers from and against all claims, demands, complaints, investigations, penalties, fines, damages, losses, liabilities, settlements, costs, and expenses, including reasonable legal fees, arising out of or related to:

• (a) your use of the Service;
• (b) your Customer Content, contact lists, call lists, scripts, prompts, instructions, settings, integrations, or account configuration;
• (c) any outbound call, SMS, email, reminder, callback, missed-call follow-up, AI-assisted communication, or automated communication sent through your account;
• (d) any alleged breach of the CRTC Unsolicited Telecommunications Rules, Canada's Anti-Spam Legislation, the Telephone Consumer Protection Act, Do Not Call rules, carrier rules, privacy laws, health privacy laws, consumer protection laws, or similar laws;
• (e) your failure to obtain, document, maintain, or honour consent, opt-out, unsubscribe, suppression, or do-not-call requests;
• (f) your use of the Service in a medical, clinic, dental, wellness, health, or patient-facing setting;
• (g) any allegation of delayed care, missed communication, missed appointment, failed reminder, failed call routing, failed escalation, downstream health outcome, or patient harm caused by your configuration, workflows, staff actions, contact data, scripts, or use of the Service;
• (h) your breach of PHIPA or any other privacy or health-sector law;
• (i) your breach of these Terms or the Acceptable Use Policy;
• (j) your violation of any third-party right.

This indemnity applies even if the claim is brought by a patient, client, customer, caller, recipient, regulator, carrier, payment processor, platform provider, or other third party. This indemnity does not apply to the extent a claim is finally determined by a court to have been caused by our fraud, wilful misconduct, or liability that cannot be excluded under applicable law.

8. Governing Law and Disputes

Jurisdiction: These Terms shall be governed by, interpreted, and enforced 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. Any legal action or dispute arising under these Terms shall be resolved exclusively within the courts located in Ottawa, Ontario.