Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and 1001660987 Ontario Inc. ("OmnionAI," "we," "us," "our"), governing your access to and use of the OmnionAI AI phone-receptionist service, websites, dashboards, and related software (collectively, the "Service"). By checking the acceptance box and creating an account, or by otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Data Processing Addendum. If you do not agree, do not access or use the Service. If you are using the Service on behalf of a business or other entity, you represent and warrant that you are authorized to bind that entity, and "you" refers to that entity.

1. The Service

OmnionAI provides an AI-powered virtual receptionist that answers inbound phone calls on your behalf, captures caller information, triages and routes messages, and (where you enable it) schedules appointments and sends notifications. The Service depends on third-party providers for telephony, speech, language models, calendar, email, and payments. The Service is provided to you as a convenience and productivity tool only; it does not replace a human receptionist, professional judgment, or your own legal and operational responsibilities.

2. Accounts and eligibility

You must provide accurate, complete account information and keep your credentials secure. You are responsible for all activity that occurs under your account, whether or not authorized by you, and you will notify us promptly at security@omnionai.tech of any suspected unauthorized access. You must be at least 18 years old and capable of forming a binding contract. OmnionAI may configure the Service from information you provide, but you remain responsible for the accuracy and final approval of your services, prices, policies, disclosures, booking rules, and escalation instructions, and for reviewing the receptionist's behavior on an ongoing basis.

3. Acceptance of these Terms

When you create an account, you are required to check a box confirming that you have read and agree to these Terms and the Privacy Policy. That action constitutes your electronic signature and forms a binding contract. You may not use the Service unless and until you have accepted these Terms. Your continued use of the Service after any changes take effect also constitutes acceptance of the then-current Terms.

4. Your responsibilities and acceptable use

• Call recording, monitoring, and consent. The Service transcribes calls and may, where you enable it, record them. You are solely responsible for providing any legally required notice to, and obtaining any required consent from, callers and all other parties, including under "all-party" / two-party consent laws that apply in some jurisdictions. You authorize OmnionAI to play a disclosure on your behalf and you agree to keep that disclosure enabled and accurate wherever notice or consent is required. You must not edit the disclosure so that it is misleading or so that it no longer describes what actually happens on the call. You assume all responsibility and liability for recording, monitoring, storing, and using calls and call data.
• Disclosure that the caller is speaking with AI. A growing number of jurisdictions require that a person be told, or be told on request, that they are interacting with an artificial voice or automated system. You are responsible for determining what your jurisdiction and your callers' jurisdictions require, and for configuring the Service accordingly using the disclosure settings we provide. The Service will always answer truthfully if a caller asks whether they are speaking with a person.
• Telemarketing and messaging laws. You are solely responsible for compliance with all applicable laws governing calls and messages, including the U.S. TCPA and state equivalents, Canada's CASL, and the CRTC Unsolicited Telecommunications Rules, including any requirement to maintain a do-not-call list and to obtain consent before placing calls using an artificial or pre-recorded voice.
• No outbound calling campaigns. The Service is licensed to you to answer your own inbound calls. You may not use it, or any feature of it, to place outbound telemarketing, solicitation, survey, collection, or bulk-dialing calls, or to broadcast pre-recorded or artificial-voice messages, without our prior written authorization and your own documented compliance program.
• Lawful use. You will not use the Service for any fraudulent, harassing, abusive, deceptive, infringing, or unlawful purpose, to impersonate any person or entity, to transmit malware, to attempt to gain unauthorized access, to probe or load-test the Service, to circumvent usage limits, or to violate the rights of any third party.
• No reverse engineering or benchmarking. You will not copy, modify, decompile, reverse engineer, or create derivative works of the Service, nor use it to build a competing product, nor publish benchmark or performance results without our prior written consent.
• Accurate configuration and review. You are responsible for the accuracy of the business information, prices, availability, and instructions you provide, and for reviewing the receptionist's outputs (bookings, leads, messages, summaries, transcripts) before relying on or acting on them.
• Your callers. As between you and OmnionAI, you are the party that controls your callers' personal information and are responsible for your relationship with, and any disclosures to, your callers.

5. Roles, caller data, and the limits on our use of it

You are the controller; we are your processor. With respect to personal information about your callers that the Service processes on your behalf, you are the "controller" (and, where the term applies, the "business"), and OmnionAI acts solely as your "processor" (and, where the term applies, your "service provider"). We process that information only on your documented instructions, which comprise these Terms, the Data Processing Addendum, and the configuration you set in your dashboard.

Restrictions we accept. We will not, and we have no right to:

• sell or share caller personal information, as those terms are defined under applicable U.S. state privacy laws;
• retain, use, or disclose caller personal information for any purpose other than performing the Service for you, or otherwise outside the direct business relationship between you and us;
• combine caller personal information with personal information we receive from another source, except as permitted by applicable law to perform the Service; or
• use the content of your calls, or any transcript, embedding, or other derivative of it, to train, fine-tune, or improve any general-purpose model, whether ours or a third party's.

We may create and use aggregated and de-identified data that cannot reasonably be used to identify you, your callers, or your business, for the purpose of operating, securing, and improving the Service. We will not attempt to re-identify that data.

You may take reasonable and appropriate steps to confirm that we use caller personal information consistently with your obligations, and to stop and remediate any unauthorized use, as set out in the Data Processing Addendum.

6. Promotions

We do not offer a free trial. Your recurring subscription begins when you complete Stripe Checkout. White-glove onboarding is included and has no separate setup fee. From time to time we may offer promotional discounts — which could include a discounted or complimentary introductory period — redeemable only by entering a valid promotion code at checkout. Any such promotion applies only if a code is entered, is subject to its own stated terms and eligibility, may be changed or withdrawn at any time, and does not otherwise change the automatically recurring, non-refundable nature of your subscription described below. Unless you cancel before your next billing date, your subscription renews automatically and your payment method is charged the then-current fee for your plan on the recurring interval shown at checkout, without further notice.

7. Fees, billing, and subscriptions

Paid plans are billed in advance on an automatically recurring basis at the interval shown at checkout (for example, monthly). Prices are stated in the currency shown at checkout and exclude applicable taxes, which are your responsibility. Plans may include a set amount of usage (such as included minutes); usage beyond the included amount may incur overage charges at the rates shown for your plan. You authorize us and our payment processor (Stripe) to store your payment method and to charge it for all fees, taxes, and overages when due, and to do so on a recurring basis until you cancel. If a charge fails, we may retry it and may suspend the Service until payment is received. Except where required by non-waivable law, all fees are non-refundable and we do not provide refunds or credits for partial periods, unused minutes, or downgrades. We may change pricing on prospective notice; changes take effect at your next billing cycle. Activation and launch timing depends on your business, third-party integrations, and responsiveness; no fixed launch date exists unless we agree to one in writing.

Included minutes and service at the limit. Each paid plan includes a set monthly allotment of call minutes. If you use all of your included minutes (and any prepaid top-up balance) during a billing month, the Service pauses for the rest of that period or until you add minutes: your AI stops answering calls, and incoming callers will reach an unanswered line (no message is taken) until service is restored. You can restore service at any time by buying top-up minutes or upgrading your plan, which resumes call answering automatically. To the extent permitted by law, we are not responsible for calls that are missed, unanswered, or not captured while the Service is paused.

Top-up minutes. You may buy additional ("top-up") minutes at any time, subject to a minimum purchase (currently US$10). Top-up minutes are credited at your plan's then-current per-minute rate, charged as a one-time payment at purchase, and are non-refundable except where required by non-waivable law. They remain available while your subscription is active and are used only after your monthly included minutes are exhausted.

Auto-recharge. If you turn on auto-recharge, you authorize OmnionAI and our payment processor (Stripe) to automatically charge your stored payment method, on an off-session and repeating basis and without further notice, in the amount you select, each time your balance runs low, in order to add top-up minutes and keep your Service running. These charges continue until you turn auto-recharge off, which you may do at any time in your dashboard. You are responsible for keeping a valid payment method on file; if an auto-recharge charge fails, the Service may pause (your AI stops answering calls) until a payment succeeds.

Phone numbers. Any phone number we assign to you is provided through our telephony provider and is licensed to you for use with the Service only while your subscription is active. You do not own the number, and we do not guarantee that a specific number will remain available or be portable to another carrier. If your subscription ends, is cancelled, or is suspended for non-payment, we may release or reclaim the number, after which it may be reassigned and calls to it will no longer reach you. You are responsible for informing your callers of any number change.

8. Cancellation, suspension, and termination

You may cancel at any time; cancellation takes effect at the end of the then-current billing period and you retain access until then. We may suspend, restrict, or terminate your access to the Service, in whole or in part, at any time and without liability, for non-payment, suspected fraud or abuse, violation of these Terms or applicable law, or to protect the Service, other users, or third parties. Upon termination, your right to use the Service ends immediately. We will delete or return Customer Data as described in the Data Processing Addendum. Sections that by their nature should survive termination (including Sections 4, 5, 7 as to amounts owed, 13, 14, 15, 16, 17, 18, 19, 20, 22, and 25) will survive.

9. Third-party services

The Service integrates with and depends on third-party providers (including, without limitation, telephony, AI/voice, language-model, calendar, email, and payment providers). Your use of those integrations may be subject to their own terms. We do not control and are not responsible or liable for the acts, omissions, availability, performance, outages, errors, security, pricing, or content of any third-party provider, and any such failure does not entitle you to any refund or credit.

10. AI limitations — no professional advice

You understand and agree that the Service uses automated telephony, speech recognition, text-to-speech, and large language models that are probabilistic and can mishear, misinterpret, omit, fabricate, delay, or produce inaccurate, incomplete, or unintended results, and that calls may be missed, dropped, misrouted, or not connected. The Service does not provide legal, medical, financial, accounting, or other professional advice, and nothing it says should be relied upon as such. You are solely responsible for reviewing and verifying all outputs before relying on or acting on them. We do not warrant or guarantee that the Service will answer or capture every call, message, lead, or appointment, will correctly identify emergencies or urgency, or will be accurate, complete, secure, error-free, or uninterrupted. The Service is not an emergency service and is not a substitute for 911 or any emergency, medical, crisis, or life-safety line. It cannot be relied upon to place, receive, route, or escalate emergency calls, and you must not configure or represent it as an emergency-response channel. You are responsible for ensuring that you and your callers have a separate, working means of reaching emergency services.

11. Assumption of risk; your responsibility

You knowingly and voluntarily assume all risks associated with using an automated, AI-based receptionist in place of, or alongside, a human. To the maximum extent permitted by law, OmnionAI is not responsible or liable for, and you release us from, any loss or damage arising from or relating to: missed, dropped, delayed, or misrouted calls or messages; inaccurate, incomplete, or fabricated responses, bookings, quotes, transcripts, or summaries; failure to detect or escalate an emergency or urgent matter; reliance on any output without your review; lost or missed customers, leads, sales, business, revenue, goodwill, or opportunities; scheduling, pricing, or commitment errors; or your or your callers' actions taken in reliance on the Service. You are responsible for maintaining your own backup means of receiving and handling calls and for independently confirming anything important.

12. Availability; no service-level commitment

We do not offer a service-level agreement, an uptime commitment, or service credits. The Service may be unavailable or degraded at any time, including for maintenance, third-party outages, capacity limits, suspension under Section 8, or a pause under Section 7. Any availability figure, response time, or performance characteristic mentioned in marketing material, a proposal, or a conversation is an estimate and is not a warranty or a contractual commitment unless we state otherwise in a signed writing.

13. Intellectual property

We and our licensors own all right, title, and interest in and to the Service and its software, models, and content, including all intellectual property rights. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Service during your paid subscription, subject to these Terms.

You retain ownership of the business content and data you provide ("Customer Data"). You grant us a worldwide, royalty-free, non-exclusive license to host, process, transmit, and display Customer Data solely as needed to operate, secure, and support the Service for you and to comply with law. That license is limited by Section 5 and ends when we delete or return Customer Data under the Data Processing Addendum. You represent that you have all rights necessary to provide Customer Data and to authorize this use.

Feedback. If you send us suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or compensation. Feedback is given voluntarily and is not your confidential information.

Beta and preview features. We may make features available that are labelled beta, preview, early access, or similar. Those features are provided as-is, may be changed or withdrawn at any time, are excluded from any commitment in these Terms, and should not be relied on in production.

14. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential, including Customer Data, our non-public pricing and product plans, and security information. Each party will use the other's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will limit access to those who need it and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without a duty of confidence, is independently developed without use of the disclosing party's information, or is rightfully received from a third party. A party may disclose Confidential Information where required by law, giving the other party reasonable advance notice where legally permitted. These obligations survive for three (3) years after termination, and for as long as the information remains a trade secret.

Health information. The Service is not designed or offered for collecting, storing, or transmitting regulated health information, including protected health information ("PHI") under HIPAA (United States) or personal health information under PHIPA or similar Canadian law. OmnionAI is not a HIPAA business associate and does not offer a Business Associate Agreement (BAA). If you are a healthcare provider or otherwise subject to health-privacy law, you must not use the Service to collect health information from callers, and you are solely responsible for your own regulatory compliance, including any caller disclosures and consents required in your industry.

15. Security

We maintain technical and organizational measures designed to protect Customer Data, described in the Data Processing Addendum. We do not represent that the Service has been certified against any security standard, and we do not currently hold SOC 2, ISO 27001, or equivalent certification. You are responsible for securing your own account credentials and devices, for managing who in your organization has access, and for the security of any endpoint (such as a webhook URL) that you configure to receive data from the Service. If we become aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data, we will notify you without undue delay in accordance with the Data Processing Addendum.

16. Disclaimers

The service, including all software, AI outputs, and related materials, is provided "as is" and "as available," with all faults, and without warranties or conditions of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, OmnionAI and its suppliers and licensors disclaim all warranties and conditions, including any implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title, accuracy, quiet enjoyment, and non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the service will be uninterrupted, timely, secure, accurate, or error-free, or that it will meet your requirements. No advice or information, whether oral or written, obtained from the service creates any warranty not expressly stated here.

17. Limitation of liability

To the maximum extent permitted by law, in no event will OmnionAI or its owners, officers, employees, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, customers, business, or anticipated savings, arising out of or relating to the service or these Terms, whether based in contract, tort (including negligence), strict liability, or any other theory, and whether or not we were advised of the possibility of such damages.

To the maximum extent permitted by law, OmnionAI's total aggregate liability for all claims arising out of or relating to the service or these Terms will not exceed the greater of (a) the total amount you actually paid us for the service in the three (3) months immediately preceding the event giving rise to the claim, or (b) one hundred Canadian dollars (CA$100). If that limit is held unenforceable, the limit will instead be the total amount you actually paid us in the twelve (12) months immediately preceding the event; and if that limit is also held unenforceable, our liability will be limited to the smallest amount permitted by applicable law.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence. These limitations are an essential part of the agreement between you and us and apply even if a limited remedy fails of its essential purpose.

18. Indemnification

You will defend, indemnify, and hold harmless OmnionAI and its owners, officers, employees, suppliers, and licensors from and against any and all claims, demands, investigations, regulatory proceedings, damages, liabilities, penalties, fines, losses, and costs (including reasonable legal fees) arising out of or relating to: (a) your access to or use of the Service; (b) your Customer Data, configuration, scripts, disclosures, prices, or instructions; (c) the recording, monitoring, or handling of calls or messages, or any failure to give a required notice or obtain a required consent, including any consent required for call recording, call monitoring, or interaction with an artificial or automated voice; (d) any claim by a caller or other third party relating to your use of the Service; (e) your violation of these Terms or of any applicable law (including call-recording, consent, privacy, telemarketing, and messaging laws); or (f) your infringement or misappropriation of any third-party right. We will give you prompt notice of any claim, reasonable cooperation at your expense, and control of the defense, except that you may not settle any claim in a way that imposes an obligation or admission on us without our written consent.

19. Dispute resolution — informal resolution, arbitration, and class waiver

19.1 Talk to us first. Before starting any proceeding, you agree to contact us at legal@omnionai.tech with a short written description of the dispute and the relief you seek, and to negotiate in good faith for at least thirty (30) days. This step is a condition precedent to commencing arbitration or litigation.

19.2 Binding individual arbitration. Except as set out in Section 19.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved under Section 19.1 will be finally resolved by binding arbitration on an individual basis, rather than in court, before a single arbitrator. Where you are resident in Canada, the arbitration will be seated in Toronto, Ontario and administered under the ADR Institute of Canada's Arbitration Rules. Where you are resident in the United States, the arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, and the Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration may be conducted by videoconference or on written submissions. The arbitrator may award the same individual relief a court could, and the award may be entered in any court of competent jurisdiction.

19.3 Class action and jury waiver. You and OmnionAI each waive any right to a jury trial and agree that all claims will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, representative, or private-attorney-general proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding. If this Section 19.3 is found unenforceable as to a particular claim, then the entirety of Section 19.2 will be void as to that claim only, and that claim will proceed in the courts identified in Section 22 — it will not proceed as a class arbitration.

19.4 Exceptions. Nothing in this Section prevents either party from (a) bringing an individual claim in small claims court where it qualifies, (b) seeking urgent injunctive or equitable relief from a court to protect intellectual property, confidential information, or to stop unauthorized access, or (c) exercising any right that cannot lawfully be waived. Where applicable consumer-protection law makes a pre-dispute arbitration agreement unenforceable, this Section does not apply to you to that extent.

19.5 Your right to opt out. You may reject this arbitration agreement by emailing legal@omnionai.tech with your account email and the words "arbitration opt-out" within thirty (30) days of first accepting these Terms. Opting out affects nothing else in these Terms and will not affect your account or pricing in any way.

19.6 Costs. We will pay the arbitration filing, administration, and arbitrator fees to the extent they exceed what you would have paid to file the same claim in a court of competent jurisdiction, unless the arbitrator determines your claim was frivolous. Each party otherwise bears its own legal fees, except where a statute or the arbitrator provides otherwise.

20. Time limit on claims

To the maximum extent permitted by law, any claim or cause of action arising out of or relating to the Service or these Terms must be commenced within one (1) year after the claim or cause of action arose; otherwise it is permanently barred.

21. Force majeure

We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet, telecommunications, hosting, power, or third-party provider failures, outages, or attacks.

22. Governing law and jurisdiction

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to Section 19 and to any non-waivable rights you may have under the law of your place of residence, you and we agree to the exclusive jurisdiction of, and venue in, the courts located in Toronto, Ontario, and waive any objection to that forum.

23. Export controls and sanctions

You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive economic sanctions, that you are not a person listed on any applicable restricted-party list, and that you will not use or make the Service available in violation of applicable export-control or sanctions laws.

24. Changes to these Terms

We may update these Terms from time to time. Material changes will be posted here with an updated effective date and, where required, with additional notice to the email on your account at least fourteen (14) days before they take effect. Your continued use of the Service after changes take effect constitutes your acceptance of the updated Terms. If you do not agree to a material change, your remedy is to cancel under Section 8 before it takes effect. Changes to Section 19 will not apply retroactively to a dispute of which we had notice before the change.

25. Miscellaneous

These Terms, together with the Privacy Policy, the Data Processing Addendum, and any order or plan details, are the entire agreement between you and us regarding the Service and supersede all prior agreements, proposals, and representations, whether oral or written. If any provision is found unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions remain in full force. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them freely (for example, in connection with a merger, acquisition, or sale of assets). There are no third-party beneficiaries to these Terms, including your callers. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Electronic notices. You consent to receive notices, agreements, and disclosures from us electronically, through the Service or to the email address on your account, and agree that this satisfies any legal requirement that such communications be in writing. Notices to us must be sent to legal@omnionai.tech.

26. Contact

1001660987 Ontario Inc., Ontario, Canada.
General and legal: legal@omnionai.tech · Support: support@omnionai.tech · Privacy: privacy@omnionai.tech · Security: security@omnionai.tech