TERMS OF USE

Welcome to Small Guy AI, provided by Small Guy AI and its subsidiaries, affiliates, and other related entities (“**Small Guy AI**,” “**we**,” “**our**,” or “**us**”). These Small Guy AI Terms of Service (“**Terms**” or “**Agreement**”) govern your use of our software applications, platform, and related services (the “**Software**”), any systems and data facilities we use to provide the Software (the “**Network**”), and any websites, subdomains, or services owned or controlled by Small Guy AI that provide access to the Software and Network, including any mobile application, if made available and downloaded by you (collectively, the “**Service**”).

To access or use the Service, you must agree to and comply with these Terms at all times.

These Terms form a legal contract between you—the individual or representative authorized to bind a single company, organization, or entity (“**you**” or “**Subscriber**”)—and Small Guy AI regarding your use of the Service. For purposes of these Terms, “you” and “Subscriber” also include the Subscriber’s authorized end users of the Service. Depending on the context, Small Guy AI may have different roles with respect to different end users, and “you” as used in these Terms will apply to the appropriate end user under the circumstances.

Please read these Terms carefully. By accessing the Service, creating an account, starting a trial, subscribing, or executing an order form, statement of work, online checkout, or other subscription agreement for the Service (each, an “**Order**”), you confirm that you have read, understood, and agree to be bound by these Terms, which incorporate by reference:

* the provisions of these Terms of Service;

any *Data Processing Addendum (“DPA”)** or similar written agreement you and Small Guy AI agree to in writing (if applicable);

* the applicable quotation, pricing sheet, Order, or service agreement issued by Small Guy AI;

the *Small Guy AI Privacy Policy** (“**Privacy Policy**”); and

* any additional guidelines, policies, or future modifications to any of the foregoing that we may issue from time to time.

If you are using or creating an account for the Service on behalf of a company, organization, or other legal entity (the “**Subscribing Organization**”), you represent and warrant that: (i) you are an authorized representative of that Subscribing Organization with authority to bind it to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the Subscribing Organization.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS OF LIABILITY AND DISCLAIMERS.

(If you wish to include arbitration/class action language, have counsel tailor it to your jurisdiction and customer base.)

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## 1) License Grant

Subject to these Terms and any applicable Order, Small Guy AI grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Service solely for your internal business purposes. You may not sublicense, resell, lease, or commercially exploit the Service or any component of it unless expressly authorized in writing by Small Guy AI.

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## 2) The Small Guy AI Service and Features

Subject to these Terms, we agree to provide the Service as described in your Order. We are not obligated to provide services or perform tasks not expressly set out in these Terms or an applicable Order.

Depending on your plan and configuration, the Service may include AI-powered and automation features such as:

* Voice AI / AI receptionist / AI answering service functionality (call handling, FAQs, lead capture, routing)

* AI appointment setting and scheduling workflows

* AI chatbot and web-based conversational tools

* Social media assistance (responses and engagement workflows on supported platforms)

* Text and email automation (confirmations, reminders, follow-ups, newsletters, renewals, reactivation)

* CRM and calendar integrations and workflow automation

* Reporting and analytics related to communications and workflow performance

We may update, add, modify, or remove features from time to time. Some features may be subject to additional terms (“**Feature Terms**”) provided in writing, in-product, or linked from our legal pages. If Feature Terms conflict with these Terms, the Feature Terms will control for that specific feature.

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## 3) Third-Party Provider Agreements

The Service may integrate with or rely on third-party providers (e.g., telephony, SMS, email delivery, calendar tools, CRM platforms, social platforms, hosting infrastructure). Your relationship with those providers may be governed by separate terms (“**Provider Agreements**”).

If any term of a Provider Agreement conflicts with these Terms, the Provider Agreement will control with respect to that third-party provider’s products or services. Small Guy AI does not make warranties or guarantees regarding third-party services and is not responsible for changes, outages, policy updates, or limitations imposed by third parties.

YOUR USE OF THIRD-PARTY PRODUCTS AND SERVICES IS AT YOUR OWN RISK. We disclaim liability for losses or damages arising from third-party products, services, or your reliance on them.

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## 4) Modifications to the Terms

We may change, update, or replace these Terms at our discretion. When we make material changes, we will update the “Last Updated” date and may provide notice via the Site or the Service. Your continued use of the Service after changes become effective constitutes acceptance of the updated Terms. If you do not agree to the changes, your remedy is to stop using the Service and, if applicable, cancel your subscription according to your Order.

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## 5) Support and Onboarding

We may provide support through email, chat, phone, documentation, or other channels described on our Site. Some support levels or onboarding services may require additional fees or an applicable Order.

Your ability to receive full benefit of the Service depends on your timely cooperation and the accuracy and completeness of information you provide (e.g., business hours, service list, FAQs, policies, routing rules, approved messaging).

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## 6) Data Processing (Subscriber Data)

The Service enables you to submit, store, access, and process business information and data relating to you, your customers, leads, prospects, or contacts (“**Subscriber Data**”). Subscriber Data may include personal information such as names, phone numbers, email addresses, appointment details, and message content.

Important: Small Guy AI is not intended for storing or processing private health information (PHI) or regulated medical records. You agree not to upload or provide sensitive regulated health information through the Service.

Your use of the Service may require us to collect and use Subscriber Data to provide the Service. Our Privacy Policy and any applicable DPA describe how we handle data.

### 6.1 Subscriber Data Ownership and Roles

As between you and Small Guy AI:

* You own and control your Subscriber Data.

* Small Guy AI processes Subscriber Data to provide the Service and as otherwise permitted by these Terms, the Privacy Policy, and any applicable DPA.

### 6.2 Subscriber Data License Grant

By submitting Subscriber Data or granting us access to it, you represent that you have all rights and permissions needed, and you grant Small Guy AI and its subcontractors/service providers the rights necessary to provide, operate, and improve the Service.

You agree we may collect and use data derived from Subscriber Data in an aggregated and/or de-identified form for analytics, service improvements, and benchmarking, provided it does not identify you or your end users.

### 6.3 Your Responsibilities for Subscriber Data

You represent, warrant, and agree that:

* You obtained Subscriber Data lawfully and have all required rights and consents.

* Your Subscriber Data does not violate applicable laws or third-party rights.

* You will not upload malware, harmful code, or disruptive content.

* You will comply with all applicable privacy and marketing laws (including consent and opt-out requirements for texting/email).

* You are responsible for the content and legality of communications you send (or cause to be sent) using the Service.

### 6.4 Use and Disclosure of Subscriber Data

We use Subscriber Data to provide the Service, including integrations you enable, and as described in the Privacy Policy and any applicable DPA. We may disclose Subscriber Data:

* as you direct or as necessary to provide the Service,

* to authorized subprocessors/service providers under contractual safeguards,

* when required by law or valid legal process.

### 6.5 Data Subject Requests

If we receive a request from an individual relating to personal information processed through your account, we may notify you (unless prohibited by law) and, where reasonably feasible, assist you in responding, consistent with applicable law and your agreements.

### 6.6 Security and Breach Notification

We implement reasonable technical and organizational measures designed to protect Subscriber Data. If we become aware of a data breach involving Subscriber Data, we will notify you as required by applicable law and consistent with our incident response procedures.

### 6.7 Backups

You are responsible for maintaining appropriate backups of your Subscriber Data outside the Service where needed. We may maintain backups for operational resilience, but we do not guarantee restoration in all scenarios.

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## 7) Subscriber Obligations

### 7.1 Accounts and Security

To use some features, you may need an account (“**Account**”). You agree to provide accurate information and keep it updated. You are responsible for safeguarding credentials and for all activity under your Account, including actions by your staff or contractors. If you suspect unauthorized use, notify us immediately.

### 7.2 System Access and Integrations

You may connect the Service to third-party systems (CRMs, calendars, social platforms, etc.). You represent that you have the necessary permissions and authority to grant Small Guy AI access to those systems for the purpose of providing the Service. If you lose that authority, you must disable the integration.

### 7.3 Compliance with Laws (Messaging, Telephony, Marketing)

You are solely responsible for using the Service in compliance with all applicable laws, including privacy, consumer protection, telemarketing, and anti-spam rules (e.g., CASL and other consent requirements). You represent that you have obtained all required consents to contact customers via phone, SMS, and email.

If you enable call recording or transcription features (if offered), you are responsible for ensuring that any required notices and consents are provided under applicable law.

### 7.4 Minimum Technical Requirements

You are responsible for maintaining the devices, software, and internet connectivity required to use the Service. Some features may not function properly if minimum requirements are not met.

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## 8) Restrictions on Use; Unlawful Activity

You agree not to:

* use the Service for unlawful, deceptive, or harmful purposes,

* attempt to reverse engineer, scrape, or disrupt the Service,

* resell or sublicense the Service without written permission,

* transmit malware or harmful content,

* use the Service to violate third-party terms (e.g., social platform policies).

We may suspend or terminate access if we reasonably believe your use violates these Terms, applicable law, or threatens the security or integrity of the Service.

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## 9) Ownership; Proprietary Rights

The Service, including all software, workflows, templates, visual interfaces, designs, and Small Guy AI materials (“**Small Guy AI Materials**”), are owned by Small Guy AI or its licensors and are protected by intellectual property laws. Except for the license granted in these Terms, no rights are granted to you.

You agree not to copy, modify, distribute, sell, or create derivative works from Small Guy AI Materials except as permitted in writing.

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## 10) Payment Terms; Charges and Taxes

### 10.1 Subscription Fees and Monthly Billing

You agree to pay subscription fees and any setup or professional service fees set forth in your Order. Unless otherwise stated, subscription fees are billed in advance on a recurring basis (e.g., monthly).

### 10.2 Automatic Renewal

Unless cancelled in accordance with your Order, subscriptions automatically renew for successive billing periods, and you authorize us (and/or our payment processor) to charge your payment method for recurring fees, applicable taxes, and permitted charges.

### 10.3 Fees, Taxes, and Surcharges

You are responsible for applicable taxes and government charges. Some usage-based fees (e.g., telephony/SMS/email delivery) may be billed based on consumption where applicable and described in your Order.

### 10.4 Past Due Payments

If payment fails or becomes past due, we may suspend the Service until payment is received. You remain responsible for all amounts owed.

### 10.5 Cancellation Policy

Cancellation terms (notice period, end-of-term obligations, refunds if any) are governed by your Order. Unless otherwise stated in writing or required by law, fees are non-refundable once billed.

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## 11) Term; Termination

### 11.1 Term

These Terms remain in effect while you use the Service or have an active subscription, unless terminated.

### 11.2 Termination for Convenience

You may terminate by cancelling according to your Order anytime with 30 days notice. We may terminate with notice as permitted by law and contract terms.

### 11.3 Termination for Cause

Either party may terminate for material breach if not cured within a reasonable notice period.

### 11.4 Effects of Termination

Upon termination, your right to access the Service ends. You remain responsible for outstanding fees. Data export and deletion practices are described in the Privacy Policy and any DPA and may be subject to technical feasibility and legal requirements.

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## 12) Confidentiality

Each party may receive non-public information from the other (“**Confidential Information**”). Each party agrees to protect Confidential Information using reasonable care and to use it only as needed to perform under these Terms. Exceptions apply for information that is public, independently developed, lawfully received from a third party, or required to be disclosed by law.

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## 13) Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, SMALL GUY AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not guarantee that the Service will be uninterrupted, error-free, or that AI-generated outputs will be accurate or suitable for your particular use case.

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## 14) Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SMALL GUY AI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION.

OUR TOTAL LIABILITY FOR CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID TO SMALL GUY AI FOR THE SERVICE IN THE ONE MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR A DIFFERENT AMOUNT IF REQUIRED BY LAW OR SPECIFIED IN YOUR ORDER).

Some jurisdictions do not allow certain limitations; in that case, liability is limited to the maximum extent permitted.

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## 15) Indemnification

You agree to defend, indemnify, and hold harmless Small Guy AI and its officers, directors, employees, contractors, and affiliates from claims, damages, liabilities, and expenses (including reasonable legal fees) arising from:

* your use of the Service,

* your Subscriber Data and communications sent using the Service,

* your violation of these Terms or applicable law,

* your failure to obtain required consents.

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## 16) Governing Law; Venue

These Terms are governed by the laws of [Ontario, Canada] without regard to conflict of laws rules. Any dispute shall be brought in the courts located in [Orangeville, Ontario], unless otherwise required by law or specified in your Order.