Terms of Service

Last Updated: September 01, 2025

1. Definitions

Capitalized terms not defined elsewhere in this Agreement have the meaning given to them in Attachment A.

2. Ordering and Term

A. Ordering Services

Customer may order Services by submitting electronically an Order in the format provided by FrontSail AI on the FrontSail AI website (https://frontsail.ai) or, for subsequent orders, via the Customer Dashboard. The Order will identify the Services requested by Customer together with: (i) the price for each Service; (ii) scheduled Start Date; and (iii) any additional products or features included.

An Order will become binding when it is executed by the Customer and accepted by FrontSail AI. FrontSail AI may accept an Order by commencing performance of the requested Services.

B. Services

FrontSail AI provides AI-powered voice agent services for businesses, including but not limited to:

• AI Voice Agent Services: Automated phone answering, call handling, appointment scheduling, and customer inquiry management powered by artificial intelligence.
• Call Recording and Transcription: Recording of calls handled by AI agents, with transcription and summary generation.
• Integration Services: Connection of AI voice agents with Customer's existing business systems, calendars, CRM platforms, and other third-party applications.
• Analytics and Reporting: Call analytics, performance metrics, and reporting dashboards.
• Custom Configuration: Setup and customization of AI voice agents to match Customer's business requirements.

C. Term of this Agreement

The Term of this Agreement will commence on the Effective Date and continue until the last Order is terminated or expires, unless terminated earlier in accordance with its terms.

D. Services Term and Automatic Renewal

The Services' term will begin on the Start Date of the initial Order and continue for the initial term set forth in the initial Order ("Initial Term"). Upon expiration of the Initial Term, recurring Services will automatically renew for successive periods of the same length as the Initial Term (each a "Renewal Term") unless either Party gives notice of non-renewal at least thirty (30) days before the expiration of the Initial Term or the then-current Renewal Term.

3. Invoicing and Payment

A. Prices and Charges

All prices are identified in Canadian dollars (CAD) unless otherwise specified. Additional charges may result if Customer activates additional features, exceeds usage thresholds, or purchases additional Services. Customer will be liable for all charges resulting from use of the Services on its Account.

FrontSail AI will provide notice of any proposed increase in charges no later than thirty (30) days before the end of the Initial Term or then-current Renewal Term, and any such increase will be effective on the first day of the next Renewal Term.

B. Billing and Payment

All Services must be purchased via valid credit or debit card at the time of purchase, unless alternative payment arrangements have been agreed upon in writing. Recurring charges are billed in advance, and usage-based and one-time charges are billed monthly in arrears.

Unless otherwise stated, payment is due in full within thirty (30) days of the invoice date. Any payment not made when due will be subject to a late payment fee equivalent to the lesser of (i) one and a half percent (1.5%) per month; or (ii) the highest rate allowed by applicable Law.

FrontSail AI may suspend or terminate the Services for non-payment if any fees or charges are not paid within thirty (30) days of the due date.

C. Taxes

All rates, fees, and charges are exclusive of applicable Taxes, for which Customer is solely responsible.

D. Billing Disputes

If Customer disputes any portion of FrontSail AI's charges, Customer must provide written notice within thirty (30) days of the invoice date. Customer's dispute will not excuse Customer's obligation to pay the undisputed portion of the invoice.

4. Provision of the Service

A. General Terms

FrontSail AI will provide the Services as described in the applicable Order and service documentation. FrontSail AI may enhance, replace, and/or change the features of the Services, but it will not materially reduce the core features, functions, or security of the Services during the Term without Customer's consent.

B. AI Voice Agent Services

FrontSail AI's AI voice agents are designed to handle incoming phone calls on behalf of Customer's business. Customer acknowledges and agrees that:

C. Customer Support

FrontSail AI will provide customer support to Customer via email and the support channels specified on the FrontSail AI website. Customer must provide all first-tier support to Customer's own end customers and callers.

D. Subcontracting

FrontSail AI may provide any of the Services through its Affiliates or subcontractors, provided that FrontSail AI will bear the same degree of responsibility for acts and omissions as it would bear if such acts were performed by FrontSail AI directly.

5. Use of the Service

A. Service Requirements

The Services are dependent upon Customer's maintenance of sufficient Internet access, phone systems, and related infrastructure. FrontSail AI will not be responsible for any deficiencies in the provision of the Services if Customer's infrastructure does not meet the requirements communicated by FrontSail AI.

B. Acceptable Use Policy

Customer and its End Users may use the Services only in compliance with this Agreement and applicable Law. Customer may not use the Services in any manner that:

• Violates any applicable local, provincial, federal, or international law or regulation
• Infringes upon the intellectual property rights of any third party
• Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable
• Involves the transmission of unsolicited mass communications or spam
• Interferes with or disrupts the Services or connected networks
• Attempts to gain unauthorized access to any portion of the Services
• Uses the Services for any illegal purpose
• Misrepresents the nature of the AI voice agent or attempts to deceive callers
• Uses the Services to collect sensitive personal information without appropriate safeguards
• Resells or redistributes the Services without FrontSail AI's prior written consent

C. Customer Responsibilities

Customer is responsible for:

• Providing accurate and complete information during account setup
• Configuring AI voice agents appropriately for Customer's business needs
• Ensuring compliance with all applicable laws, including privacy laws and call recording consent requirements
• Informing callers that calls are handled by AI and may be recorded
• Obtaining any necessary consents from callers as required by applicable law
• Reviewing AI agent performance and providing feedback for improvement
• Maintaining the security of Account credentials
• Complying with industry-specific regulations applicable to Customer's business

D. Call Recording Consent

Customer acknowledges that call recording laws vary by jurisdiction. Customer is solely responsible for ensuring compliance with applicable call recording laws. FrontSail AI provides a recording disclosure at the beginning of calls, but Customer must verify that this disclosure meets the legal requirements in all applicable jurisdictions.

6. Termination

A. Termination for Cause

Either Party may terminate this Agreement by giving written notice if the other Party:

1. Breaches any material term and fails to cure within thirty (30) days after receipt of written notice;
2. At the written recommendation of a government or regulatory agency following a change in applicable Law; or
3. Upon the commencement of insolvency, receivership, or bankruptcy proceedings.

B. Termination for Convenience

Customer may terminate this Agreement at any time by providing thirty (30) days' written notice. Early termination fees may apply as set forth in Section 6(C).

C. Effect of Termination

• If Customer terminates due to FrontSail AI's material breach, Customer will not be liable for fees for the terminated period, and FrontSail AI will provide a pro-rata refund of prepaid and unused fees.
• If terminated for any other reason, Customer must pay all amounts that have accrued prior to termination, as well as all sums remaining for the current Term.
• Upon termination, FrontSail AI will retain Customer Content for thirty (30) days, during which Customer may request export. After this period, FrontSail AI may delete all Customer Content.

7. Intellectual Property

A. Limited License

Subject to Customer's compliance with this Agreement, FrontSail AI grants to Customer a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and any Software provided as part of the Services.

Customer will not, and will not allow others to:

• Sublicense, resell, distribute, or assign its rights under this Agreement
• Modify, adapt, or create derivative works of the Software
• Reverse engineer, decompile, decrypt, or disassemble the Software
• Use the Services for benchmarking or competitive analysis
• Create any competing software or services
• Remove any copyright or proprietary notices

B. Intellectual Property Rights

FrontSail AI's Rights: The limited license granted does not convey any ownership rights. All rights not expressly granted are reserved by FrontSail AI and its licensors. The AI models, algorithms, voice synthesis technology, and other technology underlying the Services are proprietary.

Customer Rights: Customer retains title to all IP Rights owned by Customer. Customer grants FrontSail AI a limited license to use Customer's branding as necessary to provide the AI voice agent Services.

C. AI Training and Improvement

8. Confidentiality

A. Restrictions on Use or Disclosure

During the Term and for at least two (2) years thereafter, each Party shall hold the other Party's Confidential Information in confidence, using at least as great a standard of care as it uses to protect its own Confidential Information.

B. Exceptions

Restrictions do not apply to information that: is independently developed; is lawfully received from another source; becomes publicly available without breach; or was already known to the Receiving Party.

9. Data Protection

A. Data Privacy

FrontSail AI will use information in accordance with the Privacy Policy. FrontSail AI may update the Privacy Policy from time to time with thirty (30) days' notice.

B. Data Security

FrontSail AI will take commercially reasonable precautions to safeguard Customer's Account, Account Data, and Customer Content against unauthorized use, disclosure, or modification.

C. Data Processing

Where FrontSail AI processes personal data on behalf of Customer, FrontSail AI acts as a data processor. FrontSail AI will process personal data only in accordance with Customer's instructions and applicable data protection laws, including PIPEDA.

D. Data Location

Customer data is stored and processed using reputable cloud providers. Data may be stored or processed in various jurisdictions where our service providers operate.

10. Limitation of Liability

A. Excluded Damages

B. Direct Damages Cap

EXCEPT AS SET FORTH HEREIN, THE TOTAL CUMULATIVE LIABILITY OF EACH PARTY WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE PREVIOUS TWELVE (12) MONTHS.

C. Exceptions

Limitations do not apply to: Customer's payment obligations; infringement of IP Rights; gross negligence, fraud, or willful misconduct; breach of Acceptable Use Policy; or indemnification obligations.

11. Indemnification

A. Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless FrontSail AI from third-party claims arising from:

• Customer's violation of applicable Law
• Use of Services in breach of the Acceptable Use Policy
• Customer Content
• Failure to obtain necessary consents for call recording or AI disclosure
• Failure to comply with industry-specific regulations

B. FrontSail AI Indemnification

FrontSail AI agrees to indemnify Customer from third-party claims that the Services infringe any Canadian patent, copyright, or trademark, except where arising from Customer modification, unauthorized use, or Customer Content.

12. Warranties

A. FrontSail AI Warranty

FrontSail AI warrants that it will provide the Services using a commercially reasonable level of skill and care, in material compliance with all applicable Laws.

B. Customer Warranty

Customer represents that: it has authority to enter this Agreement; its use will comply with applicable Laws; it has obtained necessary consents; and Customer Content does not infringe third-party rights.

C. Disclaimer of Warranties

13. Dispute Resolution

A. Good Faith Attempt

In the event of any Dispute, each Party will appoint a representative to confer in good faith before bringing legal action.

B. Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada, excluding choice of law rules.

C. Venue

Any action must be brought exclusively in the courts located in the Province of Ontario, Canada. Each Party consents to the exclusive jurisdiction of such courts.

D. Limitations

Except for actions for non-payment or indemnification, no claim may be brought more than two (2) years after the cause of action has accrued.

14. Miscellaneous

A. Relationship of the Parties

The Parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, franchise, or agency relationship.

B. Assignment

Neither Party may assign this Agreement without the other's written consent, except to an Affiliate or successor in a merger, acquisition, or sale of assets.

C. Notices

D. Force Majeure

Neither Party will be liable for failure to perform due to events beyond reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, governmental action, or third-party infrastructure failures.

E. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings or agreements.

F. Amendments

FrontSail AI may update this Agreement from time to time with thirty (30) days' notice. If any update would be materially detrimental to Customer, Customer may object within ten (10) days. If the Parties cannot reach agreement, either Party may terminate the affected Services without penalty.

G. Severability

If any provision is held invalid, the remainder of this Agreement will remain in full force and effect.

H. Survival

Rights and obligations that by their nature would continue beyond termination will survive, including payment obligations, warranty disclaimers, indemnities, limitations of liability, and confidentiality obligations.

Attachment A - Definitions

Capitalized terms used in this Agreement have the following meanings:

• "Account" means the account established with FrontSail AI and associated with Customer.
• "Account Administrator" means the person(s) authorized to control settings and make purchases for the Account.
• "Account Data" means business contact information, logs, metadata, configuration data, and records of Services purchased.
• "Affiliate(s)" means an entity that controls, is controlled by, or is under common control with a Party (50%+ ownership).
• "AI Voice Agent" means FrontSail AI's AI-powered automated phone answering and call handling system.
• "Confidential Information" means information that should reasonably be considered confidential, including business plans, customer lists, pricing, and trade secrets.
• "Customer Content" means calls, recordings, transcripts, messages, and materials provided by Customer.
• "Customer Dashboard" means the online portal for managing the Account.
• "Effective Date" means the date of the initial Order or first access to the Services.
• "End User" means individuals to whom Customer makes the Services available, including employees and contractors.
• "Force Majeure Event" means events beyond a Party's reasonable control.
• "Initial Term" has the meaning in Section 2(D).
• "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and related rights.
• "Law" means any applicable law, statute, regulation, or governmental order.
• "Order(s)" means requests for Services describing type and quantity.
• "Renewal Term" has the meaning in Section 2(D).
• "Services" means all services provided under this Agreement.
• "Software" means any software, applications, or APIs provided as part of the Services.
• "Start Date" means the date identified in the Order or when access is activated.
• "Taxes" means all applicable taxes, duties, and fees.
• "Term" means the Initial Term plus any Renewal Terms.

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FrontSail AI Inc.
Waterloo, Ontario, Canada

© 2025 FrontSail AI Inc. All Rights Reserved.

This Terms of Service was last updated on September 01, 2025.