These Terms of Service and Master Services Agreement, together with any Order Form, proposal, invoice, statement of work, subscription plan, checkout page, service description, acceptable use standards, privacy policy, data processing addendum, and any other document expressly incorporated by reference, collectively form the "Agreement" between 10368504 Canada Inc., doing business as Autonomous Blue, with a principal place of business in Ontario, Canada, together with its affiliates, successors, assigns, contractors, licensors, service providers, and permitted agents, collectively, the "Provider," and the person or entity purchasing, subscribing to, accessing, or using the Services, the "Customer."
By clicking to accept, signing an Order Form, paying an invoice, subscribing, creating an account, logging into any dashboard, connecting any integration, or otherwise using any part of the Services, Customer agrees to be bound by this Agreement.
If the individual accepting this Agreement is acting on behalf of a corporation, partnership, sole proprietorship, trust, association, or other organization, that individual represents and warrants that they have full authority to bind that entity to this Agreement.
If Customer does not agree to this Agreement, Customer must not access or use the Services.
01.Definitions
1.1"AI Services" means all artificial intelligence, machine learning, large language model, conversational automation, synthetic voice, AI texting, AI email drafting, AI workflow, AI decision support, prompt-based, predictive, generative, or related automated features made available by Provider, including without limitation Autonomous Blue and any associated voice agent, intake assistant, conversational scheduling system, AI workflow layer, or AI-enhanced automation.
1.2"CRM Services" means all customer relationship management, lead capture, contact management, pipeline management, messaging, automation, reporting, calendar, workflow, campaign, or white-labeled software-as-a-service features made available by Provider, including Autonomous Blue CRM and related modules.
1.3"Hosting Services" means all website hosting, funnel hosting, landing page hosting, DNS coordination, server provisioning, content deployment, infrastructure support, uptime monitoring, maintenance, security, backup, web environment, or related managed infrastructure services provided by Provider.
1.4"Customer Data" means all data, content, text, files, images, recordings, contacts, phone numbers, emails, call transcripts, prompts, lead information, workflows, documents, websites, source files, credentials, databases, settings, messages, and other materials submitted to, collected through, stored in, transmitted through, or generated within the Services on behalf of Customer, excluding Provider Materials.
1.5"Provider Materials" means all software, code, systems, interfaces, prompts, workflows, dashboards, templates, designs, documentation, methods, processes, know-how, branding, trade names, technical architecture, platform logic, and all related intellectual property rights owned by or licensed to Provider.
1.6"Order Documents" means any proposal, order form, invoice, quote, statement of work, pricing sheet, service package, support plan, or checkout page accepted by Customer.
1.7"Third Party Services" means any service, platform, API, infrastructure provider, model provider, registrar, carrier, payment processor, or software vendor that interoperates with or underlies the Services, including without limitation telephony providers, messaging networks, hosting providers, LLM providers, email providers, calendar providers, analytics providers, CRM vendors, and domain registrars.
1.8"End User" means any caller, lead, prospect, patient, customer, employee, contractor, recipient, or other person with whom Customer or Customer's systems communicate or interact using the Services.
1.9"Applicable Law" means all laws, regulations, rules, orders, codes, standards, carrier rules, platform policies, industry requirements, and governmental directives applicable to the Services or Customer's use of them.
1.10"Subscription Term" means the initial and renewal period during which Customer is authorized to use the applicable Services.
02.Scope and Structure of Services
2.1The Services may include one or more of the following product categories:
a.AI Services, including AI voice, AI intake, AI calling, AI SMS, AI scheduling, AI follow-up, AI workflow automation, AI message drafting, AI copilots, AI routing, and AI-enhanced communications.
b.CRM Services, including lead capture, contact records, pipelines, automations, messaging, calendars, campaigns, reporting, templates, forms, and white-labeled platform functionality.
c.Hosting Services, including website hosting, managed infrastructure, landing pages, domain and DNS coordination, deployment support, backups, patching, uptime management, and related technical administration.
2.2The specific Services purchased by Customer are those described in the applicable Order Documents.
2.3If there is a conflict between this Agreement and a signed Order Document, the signed Order Document controls only to the extent of the direct conflict and only for the specific purchased Services covered by that Order Document.
2.4Provider may update, improve, modify, replace, reconfigure, suspend, or discontinue features, integrations, layouts, workflows, providers, or components of the Services from time to time, provided that Provider does not intentionally remove the core paid functionality of an active subscription without reasonable cause.
03.Business Use, Authority, and Eligibility
3.1The Services are intended primarily for commercial and business use.
3.2Customer represents and warrants that it is using the Services for lawful business purposes and not for unlawful, personal, consumer, household, or family use unless expressly authorized by Provider in writing.
3.3If any Customer is deemed to be a consumer under any non-waivable law, this Agreement shall apply only to the maximum extent permitted by such law, and all non-waivable statutory rights shall remain preserved.
3.4Customer represents and warrants that all information submitted to Provider is true, accurate, current, and complete, and that Customer will promptly update any information that becomes inaccurate.
04.Acceptance, Online Contracting, and Records
4.1Customer agrees that a click-through acceptance, checkbox acceptance, electronic signature, invoice payment, dashboard login, or continued use of the Services after notice of this Agreement constitutes valid electronic acceptance and has the same legal effect as a handwritten signature.
4.2Customer agrees that electronic records, audit logs, login records, billing records, service logs, confirmation emails, support messages, and checkout records may be used by Provider to demonstrate acceptance, authorization, usage, and agreement to this Agreement.
4.3Customer is responsible for maintaining its own copies of this Agreement, Order Documents, invoices, consent records, and service notices.
05.Account Ownership, Users, and Administrative Responsibility
5.1Customer is responsible for all activity occurring within its accounts, workspaces, subaccounts, users, phone numbers, domains, sites, automations, templates, and connected integrations.
5.2Customer is solely responsible for assigning user permissions appropriately and for promptly revoking access for former employees, contractors, agencies, or unauthorized users.
5.3Customer shall maintain the confidentiality of usernames, passwords, access tokens, API keys, phone verification credentials, domain registrar credentials, and all similar credentials.
5.4Provider may rely on instructions from Customer's designated administrators and shall have no obligation to independently verify internal authority allocations within Customer's organization.
5.5Customer is responsible for reviewing user actions, templates, automations, call flows, AI prompts, campaign settings, and outbound messaging rules configured in its environment.
06.Compliance Responsibilities of Customer
6.1Customer is solely responsible for ensuring that its use of the Services complies with all Applicable Law in every jurisdiction in which Customer operates or contacts End Users.
6.2Without limiting the foregoing, Customer is solely responsible for compliance with all laws and requirements relating to:
a.telemarketing, robocalls, prerecorded or artificial voice calls, call recording, text messaging, MMS messaging, email marketing, spam prevention, and do-not-contact requirements
b.TCPA, state telemarketing laws, state recording laws, CASL, CAN-SPAM, carrier rules, and messaging registration requirements
c.privacy, data protection, data breach notification, disclosure, transparency, consent, and retention obligations
d.consumer protection, auto-renewal, deceptive advertising, negative option billing, and subscription cancellation rules
e.any industry-specific obligations applicable to Customer's business, including health, finance, legal, insurance, employment, education, or regulated professional activity
f.all carrier, registry, and platform requirements, including but not limited to A2P 10DLC, The Campaign Registry, CTIA-aligned requirements, telephony provider rules, and platform content restrictions
6.3Customer shall not use the Services in any way that is unlawful, deceptive, misleading, abusive, harassing, fraudulent, defamatory, invasive of privacy, discriminatory, infringing, or otherwise improper.
6.4Customer shall obtain, maintain, and be able to prove all legally required notices, permissions, and consents necessary for Customer's use of the Services.
6.5Customer shall maintain accurate internal suppression lists, unsubscribe lists, do-not-contact lists, and consent evidence.
6.6Customer shall promptly comply with all opt-out, revocation, unsubscribe, objection, deletion, access, correction, and withdrawal requests applicable to its communications or data handling.
07.General Payment, Billing, Taxes, and Renewals
7.1Customer shall pay all fees described in the applicable Order Documents, including subscription fees, setup fees, implementation fees, support fees, usage fees, overages, pass-through carrier fees, registration fees, infrastructure fees, taxes, and other charges.
7.2Unless expressly stated otherwise in writing, all fees are non-refundable, earned upon payment, and not subject to setoff.
7.3Recurring services renew automatically for successive renewal terms equal to the initial term unless either party provides written non-renewal notice at least thirty (30) days before renewal, or unless a different period is stated in the applicable Order Documents.
7.4Customer authorizes Provider to charge Customer's designated payment method for all recurring and non-recurring charges due under this Agreement.
7.5If any payment fails, is disputed, is reversed, is charged back, or is declined, Provider may immediately suspend or terminate access to any or all Services, recover all outstanding amounts, and charge Customer for any related processing, chargeback, collection, or administrative costs to the extent permitted by law.
7.6Unless expressly stated otherwise in writing, prices exclude taxes, duties, sales tax, HST, GST, VAT, telecom surcharges, carrier fees, registry fees, compliance fees, regulatory fees, and similar governmental or third party charges. Customer is solely responsible for all such amounts other than taxes based solely on Provider's net income.
7.7Customer agrees that Provider may change pricing for renewals or ongoing services by giving advance notice reasonably consistent with applicable law and the applicable subscription cycle.
7.8Where a plan includes pooled usage, messaging allowance, storage allowance, minutes, seats, emails, or segments, such allowances expire at the end of the relevant billing cycle unless otherwise expressly stated and do not roll over.
7.9Usage above included limits may be billed automatically at Provider's then-current rates or at the rates stated in the applicable Order Documents.
08.Chargebacks, Collections, and Administrative Recovery
8.1Customer agrees not to initiate unwarranted chargebacks, payment reversals, or payment disputes for properly billed Services.
8.2If Customer initiates a chargeback or reversal, Provider may suspend Services immediately while the matter is under review.
8.3In addition to any unpaid balance, Customer shall remain liable for any chargeback fees, processor penalties, administrative time, legal fees, third party collection costs, and restoration costs incurred by Provider as a result of Customer's payment dispute, to the extent permitted by law.
09.Third Party Services and Dependencies
9.1Customer acknowledges that the Services may rely on Third Party Services beyond Provider's control.
9.2Provider is not responsible for outages, delays, service degradation, API failures, content filtering, registration denials, deplatforming, data loss, pricing changes, or policy changes caused by any Third Party Service.
9.3Provider may switch, modify, remove, or suspend integrations or Third Party Services when reasonably necessary for technical, legal, compliance, security, or commercial reasons.
9.4Customer is solely responsible for complying with all applicable Third Party Service terms, policies, acceptable use rules, registration requirements, and documentation requirements.
9.5Provider makes no guarantee that any specific third party integration or upstream platform will remain available, unchanged, approved, or interoperable.
10.Data Rights, Privacy, and Security
10.1As between Customer and Provider, Customer retains ownership of Customer Data.
10.2Customer grants Provider a non-exclusive, worldwide, royalty-free, revocable license to host, process, store, transmit, display, reformat, duplicate, back up, and technically adapt Customer Data as reasonably necessary to provide, administer, maintain, improve, secure, support, and enforce the Services and this Agreement.
10.3Provider will use commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services, but no system can be guaranteed completely secure.
10.4Customer is solely responsible for determining whether Customer Data may legally be collected, uploaded, stored, transmitted, processed, or used in connection with the Services.
10.5Customer is solely responsible for its own privacy notices, website disclosures, cookie notices, consent flows, internal privacy policies, retention practices, and regulatory filings, if any.
10.6Provider may use subprocessors, contractors, hosting vendors, model vendors, telephony providers, registrars, and service partners as reasonably necessary to provide the Services.
10.7Customer acknowledges that Customer Data may be processed in Canada, the United States, and other jurisdictions where Provider or its subprocessors operate.
10.8To the extent applicable law requires a controller-processor, business-service provider, or similar allocation, Customer acknowledges that Customer generally determines the purposes of Customer's data collection and use, and Provider generally acts on Customer's behalf in providing the Services.
10.9Provider may retain service logs, billing logs, technical logs, diagnostic logs, security logs, and metadata as reasonably necessary for security, support, auditing, legal compliance, fraud prevention, product maintenance, and dispute resolution.
10.10Customer shall not upload or process any data through the Services that Customer is not legally permitted to disclose, process, transfer, or use.
11.Confidentiality
11.1Each party may receive non-public information of the other party that should reasonably be understood as confidential.
11.2The receiving party shall use the disclosing party's confidential information only as necessary to perform under this Agreement and shall not disclose it except to those who need to know and are bound by confidentiality obligations.
11.3Confidential information does not include information that becomes public without breach, was already known lawfully, is received lawfully from a third party without restriction, or is independently developed without use of the disclosing party's confidential information.
11.4Either party may disclose confidential information where required by law, subpoena, regulatory request, or court order, provided that where legally permitted the receiving party gives reasonable notice to the disclosing party.
12.Intellectual Property
12.1Provider and its licensors retain all right, title, and interest in and to the Provider Materials and the Services.
12.2Except for the limited use rights expressly granted in this Agreement, no rights are granted to Customer by implication, estoppel, or otherwise.
12.3Subject to Customer's compliance with this Agreement and payment of all amounts due, Provider grants Customer a limited, non-exclusive, non-transferable, revocable right during the applicable Subscription Term to access and use the purchased Services for Customer's internal business purposes.
12.4Customer shall not copy, decompile, reverse engineer, modify, resell, sublicense, white-label, mirror, scrape, republish, distribute, or create derivative works from the Services or Provider Materials except to the extent expressly authorized in writing.
12.5Customer retains ownership of Customer's trademarks, logos, and pre-existing materials. Customer grants Provider a limited license to use them solely as necessary to provide the Services.
12.6Unless Customer opts out in writing, Provider may identify Customer by name and logo in a factual client list, case study list, or portfolio, provided no confidential information is disclosed.
13.Suspension, Restriction, and Enforcement
13.1Provider may suspend, limit, throttle, restrict, or terminate any Service, account, number, site, domain connection, integration, or feature immediately, with or without notice, if Provider reasonably believes:
a.Customer has breached this Agreement
b.Customer's use is unlawful or creates legal, security, carrier, spam, compliance, fraud, deliverability, reputational, or infrastructure risk
c.payment is overdue or disputed
d.a Third Party Service requires suspension
e.suspension is necessary to investigate abuse, preserve system integrity, prevent harm, or protect other customers
13.2Provider shall not be liable for any loss, damage, downtime, lead loss, message loss, revenue loss, data loss, or business interruption resulting from a good-faith suspension or restriction under this Section.
14.Term and Termination
14.1This Agreement begins on the earliest of Customer's acceptance, payment, or use of the Services and continues until terminated in accordance with this Agreement.
14.2Either party may terminate for material breach if the other party fails to cure such breach within ten (10) days after written notice, except where immediate termination is permitted under this Agreement.
14.3Provider may terminate immediately for illegal activity, fraud, spam, serious compliance risk, repeated carrier complaints, repeated chargebacks, abusive behavior, or serious security risk.
14.4Upon termination or expiration:
a.Customer's access rights end
b.Provider may disable accounts, sites, workflows, numbers, and integrations
c.all outstanding fees become immediately due
d.Provider may delete, anonymize, or purge Customer Data after thirty (30) days or such other period as stated in writing, unless longer retention is required by law or necessary for legitimate business or dispute resolution purposes
e.Customer is solely responsible for exporting any needed Customer Data before termination or deletion
15.Warranties Disclaimer
15.1To the maximum extent permitted by law, the Services and all related materials are provided on an "as is" and "as available" basis.
15.2Provider disclaims all warranties and conditions, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted availability, security, regulatory sufficiency, or results.
15.3Provider does not warrant that the Services will be uninterrupted, error-free, carrier-approved, platform-approved, fully lawful in every jurisdiction for every use case, free from bugs, or suitable for Customer's particular business, risk tolerance, or industry.
16.No Professional Advice
16.1The Services do not constitute legal, tax, accounting, compliance, employment, insurance, financial, medical, or other regulated professional advice.
16.2Customer is solely responsible for obtaining qualified professional advice before relying on any workflows, outputs, campaigns, messaging, subscription practices, data handling practices, or automation decisions created through the Services.
17.Indemnification
17.1Customer shall defend, indemnify, and hold harmless Provider, its affiliates, officers, directors, employees, contractors, licensors, subprocessors, and agents from and against all claims, demands, actions, investigations, fines, penalties, settlements, judgments, losses, liabilities, costs, and expenses, including reasonable legal fees, arising from or relating to:
a.Customer's use of the Services
b.Customer Data
c.Customer's communications, campaigns, calls, texts, emails, automations, call recordings, disclosures, or subscription practices
d.Customer's violation of any Applicable Law, carrier rule, registry requirement, or third party policy
e.Customer's products, services, offers, claims, promotions, pricing, or operational decisions
f.any allegation that Customer failed to obtain or honor required consent, opt-out, unsubscribe, or disclosure obligations
g.any claim arising from Customer's AI use, automation use, or alleged misuse of synthetic voice, AI-generated content, or automated decision-making
17.2Provider may participate in any defense with counsel of its choosing at Customer's expense where Provider reasonably believes separate representation is appropriate.
18.Limitation of Liability
18.1To the maximum extent permitted by law, Provider's total aggregate liability arising out of or relating to this Agreement or the Services shall not exceed the total fees actually paid by Customer to Provider for the specific Services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim.
18.2To the maximum extent permitted by law, Provider shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, or for any loss of profits, revenue, data, leads, contracts, customers, opportunities, goodwill, business interruption, subscription revenue, or anticipated savings, even if advised of the possibility.
18.3Without limiting the foregoing, Provider shall not be liable for losses arising from AI errors, hallucinations, automation failures, missed messages, filtered messages, call blocking, carrier restrictions, registrar actions, hosting outages, third party platform changes, or Customer's own operational decisions.
18.4The parties acknowledge that these limitations form an essential basis of the bargain between them.
18.5Nothing in this Agreement excludes liability that cannot lawfully be excluded.
19.Consumer Law and Non-Waivable Rights Savings Clause
19.1If any Customer is treated as a consumer under Applicable Law, any provision of this Agreement that would be prohibited, unenforceable, or void under non-waivable consumer protection law shall apply only to the maximum extent permitted by such law.
19.2Any waiver of rights, mandatory arbitration requirement, class action restriction, disclaimer, cancellation term, auto-renewal term, or limitation of liability shall be interpreted narrowly where necessary to remain enforceable.
19.3If any applicable law grants Customer non-waivable cancellation rights, disclosure rights, refund rights, or forum rights, those rights shall prevail to the extent required by law.
20.Governing Law, Venue, and Dispute Resolution
20.1This 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 rules, unless mandatory law requires otherwise.
20.2Before commencing formal proceedings, the parties shall attempt in good faith to resolve any dispute informally within thirty (30) days after written notice of dispute.
20.3Subject to Section 19, any dispute not resolved informally shall be finally resolved by confidential binding arbitration in Toronto, Ontario, before a single arbitrator, in English.
20.4Notwithstanding the foregoing, Provider may seek injunctive, equitable, or emergency relief in any court of competent jurisdiction to protect intellectual property, confidential information, systems, accounts, domains, payment rights, or security.
20.5Either party may bring an eligible claim in Small Claims Court where legally permitted.
20.6To the maximum extent permitted by law, disputes shall be brought only on an individual basis and not as a class, collective, representative, or consolidated action.
21.Force Majeure
21.1Provider shall not be liable for delay, failure, degradation, or interruption caused by events beyond its reasonable control, including internet failure, cloud outages, widespread telecom outages, cyberattacks, denial of service events, acts of government, natural disasters, labor disputes, utility failure, war, civil unrest, epidemics, pandemics, carrier disruptions, registrar failures, or failures of Third Party Services.
22.General Provisions
22.1This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes prior discussions on that subject, except for applicable Order Documents.
22.2If any provision is held invalid or unenforceable, the remainder shall remain in full force and effect.
22.3Customer may not assign this Agreement without Provider's prior written consent. Provider may assign this Agreement to an affiliate, successor, purchaser, or financing party.
22.4Failure to enforce any provision shall not constitute a waiver.
22.5The parties are independent contractors and nothing herein creates a partnership, joint venture, franchise, fiduciary, agency, or employment relationship.
22.6Sections which by their nature should survive shall survive termination, including payment, confidentiality, intellectual property, indemnity, limitation of liability, dispute resolution, and data handling provisions.
23.AI Services Terms — Autonomous Blue, AI Voice, AI SMS, AI Automation, and AI Workflows
23.1 Scope of AI Services
23.1.1AI Services may include conversational AI, synthetic voice, AI phone answering, AI outbound calling, AI message generation, AI SMS, AI email generation, AI intake, AI lead qualification, AI calendar handling, AI follow-up, AI routing, AI summarization, AI workflow generation, AI prompt execution, AI content generation, AI-assisted escalation, AI-assisted reporting, and AI-enhanced decision support.
23.1.2AI Services may operate autonomously, semi-autonomously, or with human review, depending on configuration.
23.1.3Customer acknowledges that AI Services are probabilistic systems and may generate incorrect, incomplete, delayed, unsafe, misleading, or inconsistent outputs.
23.2 Mandatory Human Oversight
23.2.1Customer shall implement meaningful human oversight over all AI Services.
23.2.2Customer shall not rely on AI Services as the sole basis for legal, financial, medical, employment, credit, housing, insurance, emergency, or other high-stakes decisions.
23.2.3Customer is solely responsible for reviewing and approving any AI-generated statement, script, appointment, quote, recommendation, escalation, offer, or workflow before relying on it in a material business context.
23.2.4Provider strongly recommends that Customer configure clear handoff triggers, escalation rules, exception queues, and human review checkpoints for all material communications and decisions.
23.3 AI Disclosure and Transparency Obligations
23.3.1Customer is solely responsible for determining and complying with any law, rule, or platform policy requiring disclosure that an End User is interacting with an AI system, automated system, synthetic voice, bot, or machine-generated content.
23.3.2Customer shall provide clear, timely, and legally sufficient disclosures wherever required, including on calls, chats, forms, texts, or websites.
23.3.3Customer shall not conceal the non-human nature of the AI Services where disclosure is legally required or where concealment would be deceptive or misleading.
23.3.4Customer shall not falsely represent AI-generated content as expert-certified, human-authored, legally reviewed, medically reviewed, or otherwise professionally validated unless that representation is true and documented.
23.4 AI Voice, Calling, and Synthetic Speech
23.4.1Where AI Services generate or deliver artificial, synthetic, cloned, transformed, or machine-generated voice content, Customer acknowledges that such use may be regulated as artificial or prerecorded voice calling.
23.4.2Customer shall obtain and maintain all legally required consents before placing AI-enabled calls, prerecorded calls, or artificial voice calls.
23.4.3Customer shall not use AI voice to impersonate any real person, deceive recipients about identity, spoof or conceal origin unlawfully, or create misleading urgency, fraud, or political deception.
23.4.4Customer is solely responsible for call scripting, disclosure sequencing, recording consent, state law compliance, opt-out language, emergency routing, and escalation procedures.
23.4.5Provider does not guarantee that AI voice will be human-like, uninterrupted, correctly transcribed, emotionally appropriate, or accepted by carriers, platforms, or recipients.
23.5 AI Texting, AI Emailing, and AI Outreach
23.5.1Customer shall not use AI Services to generate or transmit unlawful marketing, spam, non-consensual messages, or deceptive outreach.
23.5.2Customer is solely responsible for ensuring that any AI-generated message complies with all applicable texting and email laws and with carrier and platform rules.
23.5.3Customer shall review AI-generated templates, message cadences, triggers, and campaign logic before activation.
23.5.4Provider is not responsible for spam complaints, unsubscribe complaints, message filtering, account restrictions, blocklisting, or lost deliverability caused by Customer content, consent quality, frequency, or configuration.
23.6 AI Hallucinations, Errors, and Risk Allocation
23.6.1Customer acknowledges that AI systems may hallucinate or otherwise generate false or misleading outputs that appear confident or persuasive.
23.6.2Provider shall have no liability for any AI-generated error, including without limitation:
a.missed or duplicate appointments
b.inaccurate business hours
c.inaccurate pricing
d.incorrect product or service descriptions
e.incorrect legal, medical, tax, or compliance statements
f.incorrect summaries or transcripts
g.missed escalations
h.inappropriate tone or phrasing
i.incorrect language translation
j.false statements about inventory, availability, or service scope
23.6.3Customer assumes all responsibility for verifying outputs before use in any context where inaccuracy could cause legal, financial, operational, reputational, or personal harm.
23.7 AI Automation Authority Boundaries
23.7.1Customer shall define and limit what actions AI Services may autonomously trigger.
23.7.2Unless expressly configured and approved by Customer, AI Services are not authorized to create binding legal commitments, finalize contracts, alter pricing, issue refunds, provide guaranteed promises, or make regulated representations on Customer's behalf.
23.7.3If Customer allows AI Services to initiate actions, including scheduling, messaging, tagging, routing, record creation, or offer presentation, Customer assumes the risk of those automated actions.
23.7.4Provider shall not be responsible for any losses caused by customer-approved AI autonomy levels, workflow rules, or trigger logic.
23.8 No Emergency or Critical Use
23.8.1AI Services are not emergency systems.
23.8.2Customer shall not use AI Services as a substitute for emergency dispatch, medical triage, crisis response, legal representation, urgent risk management, or any critical safety function where failure or delay could result in injury, death, legal harm, or major operational harm.
23.8.3Customer shall implement clear notices and escalation mechanisms if there is any chance End Users may attempt to use AI Services for urgent or emergency needs.
23.9 Sensitive, Regulated, and High-Risk Uses
23.9.1Customer shall not use AI Services to make or materially influence decisions about employment, credit, insurance, housing, education access, healthcare diagnosis, legal advice, law enforcement, biometric surveillance, or similarly high-risk uses unless Customer independently confirms lawful authority, regulatory compliance, and suitable human oversight.
23.9.2Customer shall not use AI Services for discriminatory profiling, unlawful exclusion, or biased screening.
23.9.3Customer is solely responsible for any fairness testing, impact assessment, risk documentation, or internal governance required by law or policy for Customer's specific use case.
23.10 AI Inputs, Prompts, and Data Handling
23.10.1Customer retains ownership of its prompts, business rules, scripts, and Customer Data input into AI Services, subject to the rights granted in this Agreement.
23.10.2Customer shall not input into AI Services any data that Customer is not legally authorized to disclose or process.
23.10.3Customer is solely responsible for reviewing and controlling what categories of data are submitted to AI Services.
23.10.4Customer acknowledges that AI interactions may generate logs, transcripts, metadata, summaries, and diagnostic data used to operate and support the Services.
23.10.5Provider may use de-identified or aggregated service data, metadata, performance data, and technical interaction data to maintain, secure, and improve the Services, provided that Provider will not knowingly use Customer's confidential business content to train public global models without Customer's consent.
23.11 AI Outputs and Intellectual Property
23.11.1Subject to Customer's compliance with this Agreement and payment of all fees, Provider grants Customer a broad right to use the specific outputs generated for Customer by the AI Services for Customer's internal business use and commercial operations.
23.11.2Provider does not represent or warrant that AI-generated output is protectable by copyright, free of third party claims, original, exclusive, or non-infringing.
23.11.3Customer is solely responsible for reviewing AI output for infringement, factual accuracy, legal sufficiency, and commercial suitability before use.
23.12 AI Model and Provider Changes
23.12.1Customer acknowledges that upstream AI models, voice vendors, API providers, and moderation systems may change over time without notice to Provider.
23.12.2Provider may change model providers, prompts, routing logic, fallback systems, safety layers, or voice engines to preserve functionality, reduce risk, improve performance, or comply with third party requirements.
23.12.3Provider does not guarantee identical results over time, even for identical prompts, scripts, or configurations.
23.13 Monitoring, Logs, and Quality Control
23.13.1Provider may monitor AI interactions, call logs, transcripts, prompt flows, and system events for security, support, debugging, abuse prevention, quality assurance, and compliance investigation.
23.13.2Customer shall promptly investigate and, where appropriate, suspend or modify any AI workflow that appears to be malfunctioning, misleading, non-compliant, or harmful.
23.13.3Provider may disable AI functions, prompts, campaigns, or voice capabilities where Provider reasonably believes they create legal, reputational, or operational risk.
23.14 No Guarantee of Conversion or Business Results
23.14.1Provider does not guarantee that AI Services will increase sales, improve show rates, reduce staffing needs, improve conversions, reduce response time, improve deliverability, or produce any specific commercial result.
23.14.2Any examples, demos, projections, performance statements, or pilot results are illustrative and not guaranteed outcomes.
23.15 AI-Specific Indemnity Triggers
23.15.1Without limiting Section 17, Customer's indemnity obligations specifically include all claims arising from:
a.failure to disclose AI interaction where required
b.synthetic voice use without valid consent
c.deceptive or misleading bot impersonation
d.allegedly false, harmful, defamatory, or discriminatory AI statements
e.alleged unauthorized recording or monitoring
f.reliance on AI output in regulated or high-stakes contexts
g.automated commitments, bookings, offers, or promises made through Customer-configured AI flows
24.CRM Services Terms — Autonomous Blue CRM, Messaging, Automation, and White-Labeled SaaS
24.1 Scope of CRM Services
24.1.1CRM Services may include contact records, pipelines, lead management, calendars, reminders, internal notes, campaign tools, forms, texting, calling, email tools, workflows, triggers, task assignment, opportunity tracking, reporting, templates, tags, team permissions, customer portals, automations, and related features.
24.1.2CRM Services may be white-labeled, customized, or integrated with other systems.
24.1.3Customer acknowledges that CRM Services may rely on Third Party Services and may be subject to those vendors' rules, limitations, and service interruptions.
24.2 Customer Responsibility for CRM Configuration
24.2.1Customer is solely responsible for reviewing, testing, approving, and maintaining its own CRM setup, including fields, automations, message templates, triggers, pipeline stages, user permissions, forms, calendars, task rules, and integrations.
24.2.2Provider may assist with configuration, but Customer remains solely responsible for business logic, compliance logic, messaging logic, campaign content, and operational decision-making.
24.2.3Customer shall test workflows thoroughly before using them in live production environments.
24.3 Messaging, Consent, and Outreach Compliance
24.3.1Customer shall not use CRM Services to send communications without the legally required level of consent.
24.3.2Customer is solely responsible for collecting and recording opt-in evidence, consent scope, source details, date stamps, opt-out handling, and revocation history.
24.3.3Customer shall include legally required sender identification, business identification, opt-out or unsubscribe language, and any required disclaimers in communications.
24.3.4Customer shall maintain suppression lists and must ensure that opt-outs propagate across relevant campaigns and communication channels where required by law or policy.
24.4 A2P 10DLC, Registration, and U.S. Business Texting
24.4.1Where Customer uses U.S. application-based long-code business texting, Customer acknowledges that registration with the applicable A2P 10DLC ecosystem, including Brand and Campaign registration where required, is mandatory.
24.4.2Customer is solely responsible for the accuracy and completeness of all information submitted for such registration, including legal entity information, tax information, address information, use case descriptions, sample messages, opt-in methods, help language, and opt-out methods.
24.4.3Provider is not liable for campaign rejection, low trust score, content filtering, throughput restriction, message blocking, enforcement action, or carrier penalties resulting from Customer information, Customer content, Customer use case, or Customer non-compliance.
24.4.4Customer shall not engage in snowshoeing, number cycling, duplicate campaign evasion, or any other tactic intended to evade carrier or registry controls.
24.4.5Customer shall not submit misleading or inaccurate registration information or use one approved campaign for materially different traffic than was approved.
24.5 Phone Numbers, Sender IDs, and Deliverability
24.5.1If Provider assists Customer with provisioning, hosting, or connecting numbers, the continued availability of such numbers depends on carrier, vendor, and registration compliance.
24.5.2Customer is solely responsible for all use of its numbers, sender identities, caller IDs, messaging services, and routing assets.
24.5.3Provider does not guarantee deliverability, call completion, inbox placement, message throughput, domain reputation, sender reputation, or number reputation.
24.5.4Carriers, spam filters, mailbox providers, registries, and telephony vendors may block, flag, slow, suspend, or reject traffic for reasons outside Provider's control.
24.6 Call Recording and Monitoring
24.6.1Customer is solely responsible for complying with all call recording, wiretap, privacy, and consent laws applicable to recording, monitoring, transcription, or summarization.
24.6.2Provider is not responsible for determining whether one-party, two-party, or all-party consent is required in any jurisdiction.
24.6.3Customer shall provide all required disclosures before recording or monitoring.
24.7 Email Sending and Anti-Spam Rules
24.7.1Customer shall not use CRM Services to send unlawful spam or deceptive email.
24.7.2Customer is solely responsible for list hygiene, unsubscribe handling, identity disclosures, subject line accuracy, consent, sender authentication, and lawful campaign practices.
24.7.3Provider does not guarantee inbox placement, sender reputation, or avoidance of spam filtering.
24.8 Templates, Campaigns, and Content Control
24.8.1Customer is solely responsible for all templates, campaigns, automations, subject lines, offers, disclosures, and message content sent through the CRM Services.
24.8.2Provider is not responsible for typos, legal inaccuracies, misleading claims, prohibited offers, or regulatory violations in Customer-created or Customer-approved content.
24.9 User Conduct and Internal Operations
24.9.1Customer is responsible for all actions taken by Customer's staff, contractors, agencies, and users in the CRM environment.
24.9.2Customer shall ensure that internal users do not misuse the CRM Services for harassment, scraping, fraudulent activity, unlawful outreach, data exfiltration, or policy-violating campaigns.
24.10 Data Export, Migration, and Lock-In Avoidance
24.10.1Customer may export available Customer Data using tools made available by Provider or the underlying platform, subject to technical limits, billing status, and security controls.
24.10.2Provider is not responsible for the completeness, formatting, timing, or external usability of exports required by Customer after termination.
24.10.3Any migration, rebuild, cleanup, or third party transfer service requested by Customer may be subject to additional fees and separate scope.
24.11 CRM-Specific Suspension Rights
24.11.1Provider may immediately disable campaigns, numbers, messaging, calling, automations, or users if Customer's use threatens sender reputation, violates carrier or platform rules, creates spam complaints, or exposes Provider to legal or reputational harm.
24.11.2Provider may require Customer to pause campaigns, revise language, update opt-in methods, change workflows, or submit compliance evidence before restoring service.
25.Hosting Services Terms — Managed Web, Servers, Sites, and Infrastructure
25.1 Scope of Hosting Services
25.1.1Hosting Services may include one or more of the following: website hosting, funnel hosting, page deployment, domain coordination, DNS assistance, SSL installation assistance, patching, backups, monitoring, uptime support, staging environments, security updates, performance optimization, and incident response.
25.1.2Unless expressly stated in writing, Hosting Services are managed commercial hosting services and not custom mission-critical infrastructure guarantees.
25.2 Shared and Dedicated Environments
25.2.1Unless expressly stated otherwise in writing, Customer acknowledges that Hosting Services may be delivered in shared, virtualized, containerized, cloud, or reseller environments.
25.2.2Shared resources may be subject to fair-use controls, resource balancing, abuse mitigation, and vendor capacity limits.
25.2.3If Customer purchases dedicated or premium infrastructure, the specific scope and limits shall be stated in the applicable Order Documents.
25.3 No Absolute Uptime Guarantee
25.3.1Provider will use commercially reasonable efforts to maintain service availability.
25.3.2Unless a separate signed service level agreement expressly states otherwise, Provider does not guarantee uninterrupted uptime, zero downtime, or zero service degradation.
25.3.3Planned maintenance, vendor issues, registrar issues, DDoS events, DNS propagation, SSL issuance delays, CDN issues, software conflicts, plugin failures, code changes, or third party outages may affect availability.
25.4 Customer Website Content and Code Responsibility
25.4.1Customer is solely responsible for all content, images, files, scripts, plugins, code, integrations, embeds, forms, tracking pixels, marketing claims, and legal disclosures on Customer's websites or hosted assets.
25.4.2Provider is not responsible for legal compliance of Customer site content, including privacy notices, cookies, health claims, earnings claims, accessibility compliance, or consumer law disclosures unless expressly contracted in writing.
25.4.3Customer shall not host malware, phishing tools, unlawful content, infringing content, cryptomining scripts, attack infrastructure, illegal downloads, or any content or code that creates security or reputational risk.
25.5 Domain Names and DNS
25.5.1If Provider assists with domain or DNS configuration, Customer remains solely responsible for domain ownership, registrar access, renewal payment, and correct registrant information unless otherwise agreed in writing.
25.5.2Provider is not liable for domain expiration, registrar lockouts, transfer denials, DNS propagation delays, third party registrar outages, or loss caused by Customer's failure to maintain access or renewals.
25.6 Backups and Restoration
25.6.1Provider may maintain backups as a courtesy or as part of a purchased service tier, but Provider does not guarantee that any backup is complete, current, recoverable, or sufficient for Customer's specific needs.
25.6.2Customer shall maintain its own independent backups of all critical content, code, media, databases, and business records.
25.6.3Restoration requests may be subject to labor fees, technical feasibility, backup retention windows, and third party constraints.
25.7 Security and Abuse Controls
25.7.1Provider may apply firewalls, security controls, access restrictions, scanning tools, patching measures, version controls, resource throttling, or temporary blocks to preserve platform integrity.
25.7.2Customer shall promptly patch or authorize patching of outdated, vulnerable, or unsupported components where required to preserve security.
25.7.3Provider may isolate, disable, or suspend any site, environment, or server instance reasonably believed to be compromised, malicious, abusive, vulnerable, or at risk of being exploited.
25.8 Resource Limits and Fair Use
25.8.1Customer shall not use Hosting Services in a manner that unreasonably consumes CPU, memory, bandwidth, disk I/O, inode counts, or similar infrastructure resources beyond the intended use of the purchased plan.
25.8.2Provider may throttle, suspend, or require an upgrade where Customer's usage exceeds normal commercial expectations for the purchased environment.
25.9 Maintenance and Change Control
25.9.1Provider may perform updates, migrations, patching, rebooting, dependency changes, infrastructure changes, or security remediation as reasonably necessary.
25.9.2Customer acknowledges that such maintenance may temporarily affect site behavior, integrations, caching, plugin compatibility, or frontend rendering.
25.9.3Provider is not responsible for failures caused by outdated customer code, unsupported plugins, incompatible third party tools, or custom code conflicts introduced by Customer or Customer's vendors.
25.10 Launches, Migrations, and Deployments
25.10.1Customer is solely responsible for final review and approval of all websites, funnels, landing pages, or deployed assets before launch.
25.10.2Provider is not responsible for post-launch performance, conversion rate, third party ad approval, SEO outcome, or legal compliance outcome unless expressly agreed in writing.
25.10.3Customer shall review all forms, checkout flows, pricing, domain routing, SSL, tracking, cookie banners, privacy notices, and consent flows before going live.
25.11 Hosting-Specific Suspension Rights
25.11.1Provider may suspend, isolate, or terminate Hosting Services immediately where necessary to stop attacks, prevent abuse, protect infrastructure, respond to complaints, satisfy vendor requirements, or address unlawful content.
25.11.2Provider may remove or disable content that creates urgent legal, reputational, infrastructure, or security risk.
26.Marketing, Telecom, and Messaging Compliance
26.1Customer shall not send commercial electronic messages into, from, or within Canada unless Customer complies with applicable CASL requirements, including consent requirements, identification information, and working unsubscribe mechanisms.
26.2Customer shall not use any AI voice, artificial voice, prerecorded voice, or automated calling workflow without the level of consent required by applicable law. Customer acknowledges that current FCC guidance treats AI-generated voices as falling within the TCPA artificial or prerecorded voice framework.
26.3Customer shall not use the Services to send deceptive, misleading, or non-consensual recurring subscription or negative option offers, and shall provide cancellation mechanisms that are clear and reasonably easy to use in compliance with applicable law.
27.Privacy Rights and Non-Waiver
27.1Nothing in this Agreement is intended to require any person to waive privacy rights that cannot lawfully be waived.
27.2Where applicable privacy law grants an End User the right to access, delete, correct, limit, or object to certain uses of personal information, Customer remains primarily responsible for responding to those requests unless otherwise expressly agreed in writing.
27.3Customer shall not instruct Provider to process personal data in a manner that would violate Applicable Law.
28.Notices
28.1Formal legal notices under this Agreement must be sent to:
Provider: partner@autonomousblue.com
Customer: the email and mailing address on file in Customer's account or applicable Order Documents.
28.2Billing notices, compliance notices, suspension notices, support communications, and renewal notices may be sent electronically.
29.Updates to this Agreement
29.1Provider may update this Agreement from time to time.
29.2Non-material changes become effective upon posting.
29.3Material changes affecting active paid subscriptions will take effect on the date stated in the notice or updated Agreement, subject to Applicable Law and Section 19.
29.4Customer's continued use of the Services after the effective date of an update constitutes acceptance of the revised terms, except to the extent Customer has a non-waivable right to reject or cancel.
30.Contact and Acceptance
By using the Services, Customer acknowledges that it has read, understood, and agrees to this Agreement in full.
Email: partner@autonomousblue.com