Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between you ("Subscriber," "you," or "your") and 15336732 CANADA INC. (the "Company," "we," "us," or "our"). By accessing, subscribing to, or using the Agentic Front Desk service (the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not use the Service.

2. Description of Service

Agentic Front Desk is a cloud-based, AI-powered autonomous voice receptionist that manages inbound and outbound calling, appointment scheduling, cancellation, rescheduling, waitlist management, and customer relationship management for appointment-based businesses. The Service integrates with Google Workspace (Google Sheets and Google Calendar) and Amazon Connect telephony infrastructure.

The Service is provided on a "managed SaaS" basis. The Company hosts, operates, and maintains all backend infrastructure. The Subscriber is responsible for maintaining their own Google Workspace account and the accuracy of the data within it.

3. Billing & Payments

Agentic Front Desk utilizes a dual-billing model:

• Platform Fee: A recurring monthly subscription fee for access to the Service, billed in advance on the first day of each billing cycle.
• Metered Usage: Variable charges for AI processing time, successful bookings, outbound automation events, and SMS messages, billed in arrears at the end of each billing cycle.

All payment processing is handled exclusively by Stripe, Inc. We do not directly collect, store, or process payment card information. You authorize Stripe to charge your provided payment method on our behalf for both fixed and metered portions of the Service. All fees are quoted in US Dollars (USD) or Canadian Dollars (CAD) depending on your billing region as determined at the time of onboarding.

3.1 Late Payment

Overdue balances accrue a late payment fee of 1.5% per month (18% annually or the maximum permitted by applicable law, whichever is lower) from the original invoice due date. The Company reserves the right to suspend the Service for any account with an unpaid balance exceeding thirty (30) days past due.

3.2 Disputed Charges

Disputed charges must be reported in writing within sixty (60) days of the invoice date. Charges not disputed within this window are deemed accepted and are non-refundable. The Company will investigate disputes in good faith and issue credits where appropriate.

3.3 Price Changes

The Company reserves the right to modify pricing with at least thirty (30) days' written notice before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the new pricing. You may cancel without penalty before the new pricing takes effect.

5. Service Level & Availability

While the Company targets 99.9% uptime for the core Service, the Service is provided "AS IS" and "AS AVAILABLE" without any warranty of any kind, whether express, implied, or statutory.

The Company does not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free.
• The AI will produce perfectly accurate results in all cases.
• The Service will meet your specific requirements.
• Defects in the Service will be corrected within any particular timeframe.

Service availability is dependent on third-party infrastructure providers (AWS, Google Cloud, telecommunications carriers) over which the Company has no direct control.

6. AI Accuracy & Disclaimer

The Service utilizes Large Language Models (LLMs) to interpret and respond to caller requests. While the AI is designed to operate within strict guardrails, the Company does not guarantee the accuracy, completeness, or reliability of any AI-generated response. Specifically:

• The AI may misinterpret caller intent, accents, or unclear speech.
• The AI may book appointments at incorrect times due to ambiguous instructions from the caller.
• The AI's performance is directly dependent on the accuracy and completeness of the data in your Google Sheet (service names, durations, professional schedules).

You are solely responsible for reviewing all bookings, cancellations, and schedule changes made by the AI and for maintaining accurate configuration data. The Company is not liable for business disruption, lost revenue, or client dissatisfaction resulting from AI errors.

7. Manual Calendar Bookings

Agentic Front Desk manages only appointments it has booked on behalf of your clients through the Service. Any appointments entered directly into your Google Calendar by you or your staff ("manual bookings") are treated as blocked time only — the AI receptionist will not offer those time slots to callers.

Manual bookings are not tracked by Agentic Front Desk. The AI cannot look them up, modify them, cancel them, send reminders for them, or contact affected clients on your behalf — including in the event of an Out-of-Office or emergency cancellation. You are solely responsible for managing all manually-entered appointments and for directly notifying any affected clients of scheduling changes.

8. Data Ownership & Processing

You retain full ownership of all data stored in your Google Workspace. We act strictly as a data processor and do not maintain persistent copies of your client records. Upon termination, your Google Sheets and Calendar continue to operate unaffected — simply revoke the service account's access.

For complete details on how we process data, please refer to our Privacy Policy and the Data Processing Agreement (DPA) available upon request.

8.1 Data Handling During Calls

• During the call: The AI reads caller data (name, preferences, appointment history) from your Google Sheet in real time. This is processed transiently and never written to our systems.
• Booking outcomes: Any appointment created or modified is written exclusively back to your Google Sheet and Google Calendar.
• Call audit records: Structured audit records (call timestamps, booking confirmation references, and the caller's phone number as a session identifier) are retained for up to 90 days for analytics and billing verification. These records do not contain health information, medical notes, or conversation transcripts.
• Conversation sessions: The AI's in-progress conversation state is stored temporarily in encrypted ephemeral storage and automatically deleted within 2 hours of each call ending.
• No AI training — ever: No customer data from any source is used to train, fine-tune, or improve any AI model. This is an unconditional commitment.

8.2 Data on Termination

Because we hold no health or appointment data on our systems, there is no data migration needed when you leave. Your Google Sheets and Calendar remain fully under your control. Call audit records are automatically purged within 90 days of your last call activity. All operational logs are purged within 30 days.

9. Outbound Calling & CASL Compliance

The Service includes automated outbound calling features such as appointment reminders, waitlist notifications, and reactivation calls. By enabling these features, you warrant that you have obtained all required consents under the Canada Anti-Spam Legislation (CASL), the Telephone Consumer Protection Act (TCPA), and all applicable telecommunications law for every contact the Service will dial on your behalf.

Agentic Front Desk acts solely as the executor of these calls on your behalf. You are solely liable for any regulatory violations, fines, penalties, or client complaints arising from calls placed without proper consent, and you agree to indemnify us against any such regulatory action.

10. PIN Verification

The Service uses a 4-digit PIN as a convenience identity check before processing appointment cancellations or lookups. This is not a cryptographic security guarantee. Agentic Front Desk is not liable for unauthorized access resulting from a client's PIN being shared, guessed, brute-forced, or otherwise compromised. You are responsible for PIN issuance, communication, and revocation within your client records.

11. AI Disclosure Obligation

To comply with PIPEDA transparency requirements and emerging AI disclosure laws, the Service automatically discloses to every caller that they are interacting with an automated AI agent. You must not suppress, disable, circumvent, or modify this disclosure. Bypassing the AI disclosure is a material breach of this Agreement and may expose you to regulatory liability for which the Company bears no responsibility.

12. Acceptable Use & Prohibited Services

The Service is intended exclusively for legitimate, legal, appointment-based service businesses. You agree not to use the Service for:

• Facilitating or booking transactions involving controlled substances, illegal narcotics, or drug-related paraphernalia.
• Facilitating or booking illicit services, escort services, or any form of illegal adult entertainment.
• Debt collection, telemarketing, harassment, stalking, or any purpose that violates applicable law.
• Impersonating another business, individual, or government entity.
• Transmitting malware, viruses, or other harmful code through the Service.
• Attempting to reverse-engineer, decompile, or extract the source code of the Service.
• Circumventing metered billing, rate limits, or anti-abuse protections.

Automated Moderation: The Company employs automated security scanners that monitor configuration data for prohibited keywords. We reserve the right to immediately suspend or terminate accounts found to be in violation of this policy without refund and without prior notice.

13. Intellectual Property

All intellectual property rights in the Service — including but not limited to the AI models, algorithms, software, user interfaces, documentation, branding, and trade secrets — are and shall remain the exclusive property of the Company. Nothing in this Agreement grants you any ownership interest in the Service.

You are granted a limited, non-exclusive, non-transferable, revocable license to use the Service solely for your internal business purposes during the term of your subscription.

14. Phone Number on Termination

The telephone number provisioned for your account is automatically released upon suspension or termination of the Service. You may request number portability to a compatible carrier within 30 days of termination. Portability requests must be submitted before the number is released. We cannot guarantee number availability after this window. Number porting fees (if any) are the Subscriber's responsibility.

16. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or relating to:

• Incorrect, incomplete, or misleading data in your Google Sheet.
• Failure to obtain required outbound calling consent under CASL, TCPA, or equivalent legislation.
• Violation of PIPEDA, PHIPA, HIPAA, or any other applicable privacy law.
• Misuse of the Service by you, your staff, or any person accessing the Service through your account.
• Your breach of any representation, warranty, or obligation under this Agreement.
• Any claim by a third party (including your clients) relating to the Service's operation on your behalf.

17. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or relating to this Agreement shall first be subject to good-faith negotiation for a period of thirty (30) days from the date of written notice. If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration in Ottawa, Ontario under the Arbitration Act, 1991 (Ontario). The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction.

Class Action Waiver: Both parties agree to resolve disputes on an individual basis only and expressly waive the right to participate in any class action, collective action, or representative proceeding.

18. Changes to Terms

We may update these Terms at any time. You will be notified of material changes via email with at least fourteen (14) days' notice before changes take effect. Continued use of the Service after that date constitutes acceptance. You may terminate prior to the effective date without penalty if you do not agree to the revised terms.

19. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war, terrorism, government actions, cloud infrastructure outages, Google Workspace disruptions, telecommunications carrier failures, power outages, or cyberattacks. Metered billing will be suspended for any period in which the Service is provably unavailable due to such an event.

20. Human Escalation

The Service is designed to handle common administrative tasks autonomously. For complex requests, complaints, medical emergencies, or situations requiring human judgment, the Service will provide a designated "Escalation Number" for direct human contact. We are not liable for any delays in response from your designated escalation line, nor for any consequences arising from your failure to staff or monitor said line.

21. Administrative Controls

Subscribers retain the right to instantly suspend new booking activities through the "Online Booking Status" administrative control in their Settings tab. It is the Subscriber's sole responsibility to manage this status according to their operational capacity. The Company is not liable for overbooking or scheduling conflicts that result from the Subscriber's failure to disable bookings when appropriate.

22. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

23. Entire Agreement

This Agreement, together with the Privacy Policy, Data Processing Agreement, and any applicable Order Form or Partner Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

24. Assignment

You may not assign or transfer this Agreement or any of your rights or obligations hereunder without the Company's prior written consent. The Company may freely assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

25. Waiver

The failure of the Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the Company to be effective.

26. Contact Information

For questions about these Terms, please contact us at:

15336732 CANADA INC.
Email: moonlight.consulting@outlook.com
GST/HST: 791350556 RT0001