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These Terms form an agreement between 1001801092 ONTARIO INC., operating as Call Me Booked, a corporation incorporated under the laws of the Province of Ontario (Ontario corporation number 1001801092), with its registered office at 6-2160 Highway 7, Suite 746, Vaughan, ON L4K 1W6, carrying on business under the name Call Me Booked, registered in Ontario as a business name (business identification number 1001801279) (“Call Me Booked”, “we”, “us”), and the business that signs up for the Service (“Client”, “you”). By creating an account, signing an order form or using the Service, you agree on behalf of your business to these Terms, our Data Processing Addendum and the plan details you accept at sign-up. If an order form signed by both parties conflicts with these Terms, the order form wins.

The Service is for businesses only. By accepting these Terms you confirm that you are using the Service for the purposes of your business and not for personal, family or household purposes, and that the person accepting these Terms is authorized to bind that business.

1. The service

Call Me Booked provides AI-assisted call answering, call sorting, estimate booking, missed-call text-back, estimate drafting, invoice auditing, customer-reactivation messaging, reporting and an Android crew app for your staff, for home-improvement and exterior businesses (the “Service”). Features available to you depend on your plan. We may improve and change the Service over time; we will not materially reduce the core features of your plan during a paid term without notice.

The Service is available only to businesses in the trades we support at sign-up, and currently only to businesses located in Canada (outside Québec).

Free missed-call check. These Terms also apply to a free missed-call check. For the check's stated period, the AI answers only the calls you forward to the check line: it takes messages and texts back callers who hang up, and never books anyone. Urgent messages are emailed to you. The check line is released a few days after the check ends unless you sign up, and recordings, transcripts and messages from the check are deleted 30 days after it ends unless you sign up.

2. Accounts and users

• You are responsible for the people you invite and the roles you give them (owner, office staff, estimator or crew).
• Keep passwords confidential and tell us promptly about any unauthorized use.
• You must provide accurate business information, including your legal name for carrier registration.
• If you ask estimators or crew members to share their location, including the optional work-hours location (on plans that include it, in the crew app or on our website), you are responsible for telling them in writing how their location is used and how long it is kept, getting each person's agreement, using it only for scheduling and assigning work, telling customers when to expect the crew, and checking visit start and end times, and having any written policy or assessment the law requires (for example, Ontario requires employers with 25 or more employees to have a written policy on electronic monitoring, and Québec requires a privacy impact assessment). Crew location data, including location history and visit times, must not be used for discipline or performance ranking. Each crew member can stop sharing at any time.

3. Important limits of an AI service

• Not an emergency service. The Service is for sales and scheduling calls and does not handle emergencies. It is not a substitute for 911, your gas utility or other emergency services, and it does not assess whether a situation is safe. If a caller mentions possible danger, the assistant tells them to hang up and call 911, takes a message and flags it to you as urgent. It does not give safety advice, book the call or send anyone, and it cannot guarantee that anyone will respond. The Service is not monitored in real time by us. The assistant may misunderstand callers, fail to answer, or fail to deliver a message. You remain responsible for your customer relationships, for responding to urgent requests, for configuring the urgent-call settings the Service offers, and for telling your customers how to reach you in an emergency.
• Supported trades. You will use the Service only for the trades you selected at sign-up, and not for heating, plumbing, electrical, gas, restoration or other emergency work.
• Urgent messages. You are responsible for following up on every message the Service flags as urgent, and for keeping your urgent contacts current in the Service.
• AI can make mistakes. Classification, transcription, scheduling and drafted content may contain errors. You are responsible for reviewing estimates, invoices and campaigns before they are sent. Nothing binding (such as an estimate) is sent to a customer without your approval. The assistant books estimate visits (and, in storm mode, storm inspection visits) without asking you first, within the hours, service area and booking rules you set, and it may offer times that open up to customers waiting on your standby list. A booked visit is an appointment, not a contract for any work, other than the estimate visit and any estimate-visit fee you set. You are responsible for checking your schedule, bookings, standby list and storm-mode bookings regularly, and for correcting any errors, such as a wrong time, address or type of visit.
• Dependence on others. The Service relies on third-party services that we do not control, including phone and messaging carriers, internet providers, AI model providers, calendar services, payment processors, mapping and address services, weather-warning feeds and email delivery services (“Third-Party Services”). Calls and messages travel over carriers and internet providers. If the AI is unavailable, the Service falls back to voicemail and, where it can, an instant text alert to you. If our own systems are down, callers hear a short apology and are asked to leave a message or call back (and to call 911 in an emergency), and those calls may not appear in your dashboard or trigger alerts. We do not guarantee that every call or message will be delivered. To the extent the law allows, we are not liable for outages, delays, errors or changes (including changes to features, terms or prices) of any Third-Party Service, or for any loss they cause. A Third-Party Service that you choose to connect, such as your own calendar, Stripe account or job software, is also governed by your own agreement with its provider.
• Very busy times. To keep the Service working for everyone, we may limit how many calls the AI answers at the same time. When a limit is reached, further calls go to a voicemail greeting and get your usual text-back where it applies, and you are told about each one. Calls already with the AI carry on.
• No prices or promises from the assistant. The assistant does not quote prices, discuss insurance coverage or promise timelines, warranties or financing; it books estimates and takes messages. The only fee it mentions is the estimate-visit fee you set. Keep your service area, hours and that fee accurate. You are responsible for what you and your staff tell customers.
• Your prices, discounts and documents. You are responsible for your prices, price changes, discounts and offer codes; for any regular price, sale or offer you show customers being true and allowed where you work; for including every mandatory fee in the prices you show; and for the content of the quotes, invoices, change orders, payment schedules and inspection reports you send through the Service. The Service shows only the prices and discounts you set up and never sets or suggests your prices. An inspection report records what you observed on the date shown; it is not an assessment of insurance coverage.
• Home-contract notice and payment reminders (Ontario, where the app offers them). If you mark a quote as agreed at the customer's home, the Service can add to it the cancellation statement prescribed by the regulation under Ontario's Consumer Protection Act, 2002, copied word for word. You decide which contracts need it, and you remain responsible for meeting that Act and any other law that applies to your contracts, including giving your customer a copy. Invoice and holdback reminders are reminders only. The Service doesn't track legal deadlines under the Construction Act (Ontario) or any other law, and none of these features is legal advice.

4. Your responsibilities for calls and messages

• Your phone number and call forwarding. You keep your own phone number. To use the Service, you forward calls from your number to the Call Me Booked number we provide. You control call forwarding with your phone provider and can turn it off at any time; any charges for forwarding are between you and your phone provider. Callers reaching us through forwarding hear our standard greeting, including that the call is answered by an automated assistant and recorded. Where the app offers a daily line check, we place a short automated test call to your number to confirm calls still reach the Service, and tell you if they don't. Before you cancel, turn off forwarding, or calls to your number will not be answered after your service ends.
• You authorize us to answer, record and transcribe calls to your Call Me Booked number and to tell callers that they are speaking with an AI assistant and that the call is recorded.
• Recording notices. The Service plays a notice at the start of every call it answers, including voicemail, that the call is recorded and transcribed, and you may not disable or shorten it. When the assistant transfers a call to you or your staff, the person answering first hears that the call is recorded, and recording stops at the transfer unless you choose to keep it. You are responsible for notices and consents for any recording you make outside the Service, and you will tell your employees and crew in writing that calls transferred to them through the Service may be recorded.
• You control your messaging. You decide whether to use each type of automated message, who receives it and what it says, and you can switch each type off in Settings. You are the sender of every call and message made through the Service on your behalf, and before turning on any message type you will obtain every consent the law requires. Our consent and scheduling tools help you comply but do not make us the sender or shift your obligations to us.
• You confirm that you have the consent required by Canada's Anti-Spam Legislation (CASL), the CRTC Unsolicited Telecommunications Rules and other laws that apply to you for the contacts you upload. For each contact you upload, you will tell us whether you have express or implied consent, how and when it was obtained and, for implied consent, the date of the last purchase, contract or inquiry. Contacts without this information are treated as service-only and receive no marketing messages. We block sends our records show are not permitted, but you remain responsible for the accuracy of the consent information you provide.
• You will cooperate with carrier registration and verification for business calling and texting.
• You will not use the Service for unlawful, deceptive, harassing or spam communications.
• Lead call-back (Growth and Pro, where the app offers it, off until you switch it on). When a lead asks by text to be called, the assistant phones them on your behalf, says it is your automated assistant and that the call is recorded, and offers an estimate visit. It calls only leads who asked, at most twice per request, within permitted calling hours, and never calls anyone who has asked not to be called. Minutes used count against your plan. You are responsible for registering with the National Do Not Call List operator where the law requires it, and for giving us an office number answered by a person, which the assistant gives callers.
• Outbound AI calls. If you use any feature in which the assistant places calls on your behalf (such as lead call-back), you will register with and subscribe to the National Do Not Call List, obtain and keep express consent for each number, and comply with the CRTC Unsolicited Telecommunications Rules. We will not place a call that our checks show is not permitted.
• Insurance. While you are a paying Client, you will maintain, at your own cost, commercial general liability insurance suitable for your business with limits of at least CAD $2,000,000 per occurrence, and provide a certificate of insurance on request. If your order form requires it, you will have Call Me Booked added to that policy as an additional insured.

5. Your business is yours

You alone are responsible for your business and for the work you do for your customers, including:

• your prices, estimates, quotes and invoices;
• the quality, safety and timing of your work (your workmanship), and any warranty you give;
• the licences, permits, registrations and insurance that your business and your work require;
• safety on your job sites and at your customers' properties;
• your employees, subcontractors and anyone else who works for you, including their training, supervision and conduct; and
• your contracts with your own customers.

Every contract for your work is between you and your customer. We are not a party to it and have no obligations under it.

The Service's checklists, inspection reports, assignment rules (such as which team member is sent to a visit), reports and similar features are tools to help you run your business. They are not professional, technical, safety, legal, insurance or financial advice, and they do not check or verify anyone's licences, insurance, qualifications or skills, or the quality of any work. Details you enter about your business, such as your licence, insurance or workers' compensation coverage, are shown to customers (and may be mentioned by the assistant) as you entered them; we do not check them, and you are responsible for keeping them accurate.

Your website. If you switch on your website, you are responsible for everything you put on it, including your text, photos and reviews: that you have the right to use it, that anyone shown in a photo agreed, and that reviews are real reviews your customers left, copied without change. You allow us to host and show that content for you while your website is on. We may remove content, or switch your website off, if we reasonably believe it breaks the law, these Terms or someone else's rights, and we will tell you why.

6. Fees and payment

• Prices. Our plans and prices are shown on our pricing page and in the plan summary you accept at sign-up. Prices are in Canadian dollars and do not include applicable taxes. Subscription fees are billed in advance: monthly, or yearly if you choose a yearly plan.
• You can pay by payment card or, where the app offers it, by pre-authorized debit from a Canadian bank account. By saving a payment card or accepting a pre-authorized debit agreement, you authorize us to charge it automatically for your subscription, applicable taxes and any additional minutes, until you cancel. Charges start on your First Charge Date (below), or on the day your calls go live if the free period doesn't apply to you. Invoices and receipts are available in the app under Billing.
• Pre-authorized debit. If you choose to pay from a Canadian bank account, you accept a business pre-authorized debit (PAD) agreement under Payments Canada Rule H1, which our payment processor (Stripe) presents and confirms for us by email. We debit your account when each invoice becomes due: your plan fee, any additional minutes and applicable taxes, as set out in this section. You'll receive an email each time we make a debit. A debit can take up to 5 business days to clear; a payment counts as made when it is submitted, and if it is returned unpaid, it is a failed payment (below). You may cancel the PAD agreement at any time by changing your payment method in the app under Billing or by contacting us; cancelling it does not cancel your plan, so add another payment method to keep the Service running. We may assign the PAD agreement to a company that takes over these Terms under section 18, with the notice described there. You have certain recourse rights if any debit does not comply with the PAD agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with the PAD agreement. To obtain more information on your recourse rights, contact your financial institution or visit payments.ca.
• When you are first charged. We do not charge you until 30 days after your business's calls first go live on the Service (your "First Charge Date"); the time before it is the "free period". Before the First Charge Date we don't charge you anything: no subscription fee, no setup fee and no charge for additional minutes. A valid payment card, or pre-authorized debit where the app offers it, is required to go live; saving it is not a charge, although your card issuer or Stripe may run a card check or verify your bank account. We will show your First Charge Date and the amount before you add your card and in the app under Billing, and we will email you when your calls go live and 7 days and 2 days before your First Charge Date. Before the First Charge Date, AI call minutes are limited to 200 (or your plan's included minutes, if fewer) and no additional minutes are available; minutes covered by storm surge cover (below) don't count against that limit. Once it is reached, the AI stops answering until the First Charge Date: calls ring your office and then go to your voicemail, and callers who hang up still get a text back. Unless you cancel, your first charge for the plan you chose (with applicable taxes, and after any discount) is made on the First Charge Date. Yearly plans are first charged the full yearly price on the First Charge Date, and the yearly term starts then. If you cancel before the First Charge Date, in the app under Billing, the Service ends on that date and you will not be charged. After the First Charge Date, your subscription renews and can be cancelled as described in section 7. We also email you 30 days before each yearly renewal. Each business may receive the free period only once: if the business, its owners, or its main phone number, legal name, payment card or bank account have had one or an account before, we may decline it or charge from go-live. Days in the free period don't count as paid months for referral rewards. We may change or end the free period for new sign-ups at any time; that doesn't affect a free period already started.
• Founding offer (where the app offers it). If your business joined our waitlist and is one of the first 50 businesses from the waitlist to go live on the Service with a card by 11:59 p.m. Toronto time on January 31, 2027, you get 15% off the list price of your monthly plan for your first 12 billed months, starting on your First Charge Date. If a founding business cancels before its First Charge Date, its place is released and may be taken by the next waitlist business to go live by that deadline. Months when your account is paused are not billed months and do not count toward the 12. The discount applies only to the monthly plan price, not to pause fees, additional minutes or taxes, and does not apply to yearly plans. If you switch to a yearly plan, the discount ends; if you switch to another monthly plan, it continues on that plan's list price. It cannot be combined with any other discount. After your 12th billed month, the list price then in effect applies. The app tells you if you are a founding business.
• Yearly plans. Yearly plans are charged up front for 12 months at 11 times the monthly price. A yearly plan is paid in advance for the whole year. Included AI call minutes still reset each month.
• Each plan includes the number of AI call minutes per month shown on your order form or the plan summary you accepted at sign-up. Additional minutes are billed monthly in arrears at the rate shown there (on a yearly plan, on a separate monthly invoice).
• Storm surge cover. If Environment and Climate Change Canada issues a hail, severe thunderstorm or wind warning for an area that includes your business address, AI call minutes used in the 72 hours after it is issued don't count against your included minutes, up to 500 minutes per warning and 3 warnings in any 12 months. On the Pro plan these limits are 144 hours, 1,000 minutes per warning and 6 warnings in any 12 months. Our records of warnings and their times decide whether a call is covered. We may change these limits with notice under section 16. Spending caps still apply. During the free period, minutes covered by storm surge cover don't count against the free period's minute limit either, within the same limits. Call Me Booked isn't affiliated with or endorsed by the Government of Canada.
• Storm-area postcards (Pro, where the app offers it). You can order postcards delivered by Canada Post to homes in postal areas you choose. Postcards are printed and mailed by our print-and-mail provider. The price is shown before you approve and charged when you approve, plus tax. Once an order is sent to print it can't be cancelled or refunded, unless the postcards aren't mailed, in which case we refund the price in full. You're responsible for the postcard's wording and any offer on it, and we may refuse an order whose wording breaks the law or these Terms. Delivery dates are Canada Post's estimates.
• Spending cap (optional). If you set a monthly cap on additional-minute charges, the AI stops answering once the cap is reached, until your next billing month or until you raise or remove the cap. While it's stopped, calls go to your voicemail, whose greeting tells callers to call 911 if anyone is in danger, and callers who hang up still get a text back. The cap is checked every few minutes, so the final charge can be slightly above it.
• Off-season pause (optional). On a monthly plan you can pause the Service for up to 4 months in each calendar year, for the pause fee shown in your plan summary instead of your subscription fee. While paused we keep your answering number, voicemail and missed-call text-back, and your plan includes 50 AI call minutes a month; everything else resumes when the pause ends. A pause can't start before your First Charge Date. Paused months don't count as paid months for referral rewards.
• Promo codes, credits and referral rewards are discounts we may offer from time to time. A promo code reduces the plan fee only (never additional minutes or taxes) for the period stated when you apply it. Credits reduce your next invoices. We may end an offer at any time without affecting discounts already applied.
• Referral rewards (where the app offers it). If a business signs up with your referral link (a "referred business") and chooses a yearly plan, you receive one free month once the referred business has paid its first yearly payment in full and 30 days have passed without that payment being refunded. A referred business on a monthly plan doesn't earn a reward. Your free month is added to the end of your current term if you are on a yearly plan, or credited against your next plan fee if you are on a monthly plan. A free month covers the plan fee only, never additional minutes or taxes, and has no cash value. Only one referral reward is given for each referred business, ever, and rewards are only for businesses you refer directly (not businesses they refer). No reward is given if the referred business is not a separate legal business from you; shares an owner, email address, phone number, payment card, bank account or business address with you; or was our client or had a free period before. We may review a referral and withhold a reward that does not meet these conditions, or where the link was shared in breach of these Terms. If the qualifying payment is refunded later or charged back, a free month already used is not charged back. You must be a client in good standing when a reward is given. We may change or end the referral programme at any time by notice in the app; rewards already earned are honoured.
• Sharing your link. Share your referral link only with people you know or who have agreed to hear from you, and tell them that you get a free month if they sign up with your link (the share text in the app says so). Don't send it in bulk or unsolicited emails or texts, don't buy or use contact lists to share it, and don't present yourself as Call Me Booked. You are responsible for the messages you send. We send a referred business at most one message about your referral. If we find a link has been shared in breach of this paragraph, we may cancel rewards for that link.
• Included extras. Starter and Growth include one post-storm campaign in each 12 months from your first charge; unused campaigns don't carry over. Review requests are included on every plan except Answer.
• Onboarding, including a setup call with us, is included unless your order form says otherwise.
• Fees exclude applicable taxes (such as HST). Where we are required to collect a tax, we add it to your invoice.
• If a payment fails, we retry it and tell you. If it is not fixed within 14 days of our notice, we may suspend the Service until it is paid. We will email you before we suspend it.
• Card payments from your customers. If you connect your own Stripe account to take card payments on invoices, deposits or payment links, those payments are made to your Stripe account under your agreement with Stripe. We do not receive, hold or take a fee from that money. Refunds, disputes and chargebacks are handled by you in your Stripe account, and card payments are not counted as revenue in your Call Me Booked revenue report.
• Financing for your customers. If you add a financing partner's link, your customers can open it from their quote and their signed copy. Any financing is between your customer, you and your partner, under your own agreement with that partner. We are not a lender or broker; we don't arrange, offer or recommend credit; we receive nothing from your partner; and we are not responsible for the partner's decisions, rates, fees, disclosures or site. You are responsible for following your partner's rules and the consumer protection and credit laws that apply to your business.

7. Term and cancellation

• Monthly subscriptions renew each month and yearly subscriptions renew each year, until cancelled.
• After your First Charge Date, either party may cancel a monthly plan with 30 days' written notice; you can also cancel in the app under Billing, which counts as written notice. If you cancel before your First Charge Date, the Service ends on that date and you are not charged (section 6). Remember to turn off call forwarding with your phone provider when your service ends (section 4). Fees already paid are not refunded except where the law requires or as stated in section 16, section 18 or our Data Processing Addendum.
• If you cancel a yearly plan partway through its year, the Service continues until the end of the year you paid for and the plan does not renew; the unused part of the yearly payment is not refunded. If we end the Service for a reason other than your breach, we refund the unused whole months of your yearly payment.
• You can switch a yearly plan to monthly billing in the app under Billing: the switch takes effect when the year you paid for ends. Switching from monthly to yearly takes effect straight away, and we credit the unused part of the current month.
• We may suspend or end the Service immediately for serious breaches, such as unlawful messaging, a breach of section 11 (Acceptable use) or non-payment not fixed within 14 days of our notice.
• For 60 days after your service ends you can download your data in the app, or ask us to export it. We then delete it within 90 days of the end of your service, except where the law requires us to keep it. Your own business phone number always stays yours. The Call Me Booked number we provided and any tracking numbers are kept for those 60 days and then released; ask us before then if you want to keep using any of them with another phone provider.

8. Your data

• You own your data, including your customer records, call recordings and transcripts. You give us permission to use it only to provide, secure and support the Service, and as described in our Privacy Policy.
• We process your customers' personal information as your service provider under our Data Processing Addendum, which forms part of these Terms and applies automatically to every Client. It sets out our security measures, limits our use of that information to providing the Service to you, lists our subprocessors, requires us to notify you of any security incident affecting it without undue delay, and requires us to return or delete it when the Service ends.
• Conversation Data means the audio, transcripts, summaries, messages and related content of communications between you and your callers or customers that pass through the Service. We process Conversation Data only on your behalf, only on your instructions and only to provide the Service to you. We will not: (a) use Conversation Data to train, fine-tune or improve any artificial-intelligence model; (b) sell or disclose it, except to the subprocessors in our list of subprocessors under written terms at least as protective as these; (c) combine it across clients, except to produce counts that contain no message content, cannot identify any caller or customer, and are drawn from at least five clients; or (d) access it except to provide support you ask for (support access you allow in Settings, for up to 24 hours), to keep the Service secure, or as required by law, with every access logged and shown to you.
• We may use anonymized statistics, which cannot identify you or any person and are never built from the content of calls or messages, to operate and improve the Service.
• Comparisons with similar businesses: your monthly figures (such as the share of calls answered) may be combined with those of other clients in the same trade and area to show each client typical and top-quarter figures. A comparison is shown only when it combines at least 5 other businesses, and no client ever sees another business's own figures or name.

9. Confidentiality

Each party will protect the other's non-public information with reasonable care and use it only for this agreement, except where disclosure is required by law.

10. Intellectual property

We own the Service, including its software, prompts, model configurations and documentation. You receive a non-exclusive, non-transferable right to use the Service for your business during your subscription, subject to section 11. Suggestions you give us may be used freely to improve the Service.

11. Acceptable use

In addition to your obligations in section 4, you will not, and will not allow anyone else to:

• resell, sublicense, rent or lend the Service, or make it available to anyone other than your own business and the people you invite to your account;
• copy, modify or create derivative works of the Service, or decompile, disassemble or reverse engineer it, or otherwise try to obtain its source code, prompts or model configurations, except to the extent the law allows this despite this restriction;
• probe, scan or test the security of the Service, or try to get around its security or access controls, without our prior written permission;
• use the Service, or what you learn about how it works, to build or help build a competing product or service; or
• get around any limit on your use of the Service, such as your plan's features or included minutes, or limits on the number or rate of calls, messages or requests.

A breach of this section is a serious breach for the purposes of section 7, so we may suspend or end the Service. Where the breach involves only some of your users, we may instead suspend only their access.

12. Warranties and disclaimers

We will provide the Service with reasonable skill and care. We do not promise any particular uptime, availability or response time, and no service level or service credit applies, unless an order form signed by both parties sets one out. Except as stated in these Terms, the Service is provided “as is” and, to the extent the law allows, we exclude all other representations, warranties and conditions, whether express or implied by statute (including sale of goods legislation), common law, civil law or otherwise, including those of merchantable quality, fitness for a particular purpose and uninterrupted or error-free operation.

13. Limitation of liability

13.1 Exclusion of indirect loss. Neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, jobs, bookings, business opportunity, data or goodwill, however caused, even if advised of the possibility.

13.2 Cap. The total aggregate liability of Call Me Booked and its Related Parties, taken together, for all claims arising out of or relating to these Terms, the Data Processing Addendum or the Service, whether in contract, tort (including negligence), under statute or otherwise, will not exceed the greater of (a) the fees you paid or are required to pay us for the Service in the 12 months before the event first giving rise to liability, and (b) CAD $5,000.

13.3 Exclusions. Sections 13.1 and 13.2 do not limit (a) your obligation to pay fees, (b) your obligations under section 14.1, (c) our obligations under section 14.2, which are limited as set out there, (d) liability for fraud or wilful misconduct, or (e) any liability that cannot be limited by law. Nothing in these Terms excludes or limits liability for bodily or moral injury, or for intentional or gross fault, where the law does not permit it.

13.4 These limits are an agreed allocation of risk reflected in our prices, and apply even if a limited remedy fails of its essential purpose.

13.5 Time limit for claims. You and we agree that these Terms are a business agreement within the meaning of section 22 of the Limitations Act, 2002 (Ontario). Any claim arising out of or relating to these Terms, the Data Processing Addendum or the Service must be started within one (1) year after the day on which the claiming party first knew, or reasonably ought to have known, of the claim, and the limitation periods under that Act are varied accordingly. For a claim for indemnity under section 14, the year starts when the third-party claim is made against the party seeking indemnity. This section does not apply to claims for unpaid fees.

13.6 Related parties. “Related Parties” means our affiliates and our and their directors, officers, employees, agents and contractors. Each Related Party may rely on and enforce sections 13.1 to 13.5 as if it were a party to these Terms, and we accept the benefit of those sections on behalf of, and as trustee for, each Related Party. The cap in section 13.2 is a single aggregate cap shared by Call Me Booked and all Related Parties, and does not increase with the number of persons against whom claims are made.

14. Indemnity

14.1 You will defend, indemnify and hold harmless Call Me Booked and its Related Parties from and against all third-party claims, and all resulting losses, damages, fines, penalties, costs and reasonable legal fees, arising out of or relating to (a) your services, work and products, including your estimates, workmanship and job sites; (b) your prices, discounts, offer codes, sale or regular-price claims and mandatory fees; (c) your quotes, estimates, invoices, change orders, payment schedules, contracts and inspection reports, and any financing your customers obtain through a partner you link to; (d) information you or your users provide, including information the assistant repeats on your behalf, such as licence and insurance details; (e) messages sent to your customers and leads, including messages sent without the required consent, and your compliance with anti-spam, privacy, consumer protection and licensing laws; (f) your failure to follow up on messages taken by the Service, including those flagged as urgent; (g) claims by your employees, contractors or anyone else who works for you, including claims about sharing their location through the Service or about recording calls outside the Service; or (h) your breach of these Terms; except to the extent the claim arises from our breach of these Terms or the Data Processing Addendum, our negligence or wilful misconduct, or our violation of applicable law.

14.2 We will defend and indemnify you against third-party claims that the Service's software, used as permitted, infringes their Canadian or US intellectual property rights. This does not cover content or data you provide, content generated at your direction, or combinations with products we did not supply. Our total liability under this section 14.2 is limited to the greater of the fees paid or payable by you in the 12 months before the claim and CAD $10,000.

14.3 A party seeking indemnity will give the other party prompt written notice of the claim (a delay reduces the other party's obligations only to the extent it is prejudiced), allow it to control the defence and settlement with counsel reasonably acceptable to the party seeking indemnity, and cooperate at the other party's expense. The party controlling the defence will not settle a claim in a way that admits fault on the other party's part or imposes an obligation on it without its prior written consent. The party seeking indemnity may take part with its own counsel at its own cost.

15. Events beyond a party's control

Neither party is liable for a delay or failure to perform its obligations that is caused by events beyond its reasonable control, such as outages or failures of phone or messaging carriers, internet or cloud hosting providers, or AI model providers; cyberattacks; power failures; fire, flood, storms, earthquakes and other natural events; epidemics; war, terrorism or civil unrest; and laws, orders or other actions of any government or regulator. The affected party will make reasonable efforts to limit the effects and to resume performance. This section does not excuse either party's obligation to pay amounts when due, including your fees. If an event prevents the Service for more than 30 days in a row, either party may end the agreement by notice, and we refund unused whole months prepaid.

16. Changes to these Terms

We may update these Terms. We will give at least 30 days' notice by email of material changes. If a change materially disadvantages you, you may cancel before it takes effect, and on a yearly plan we will refund the unused whole months you prepaid. Otherwise, continuing to use the Service after the effective date means you accept the change.

17. Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The courts of Ontario have exclusive jurisdiction, except that either party may seek urgent injunctive relief in any court with jurisdiction.

18. General

Entire agreement. This agreement (with any order form, the plan details you accepted at sign-up and the Data Processing Addendum) is the entire agreement between us about the Service. If a provision is unenforceable, the rest remains in effect.

Assignment. You may not assign or transfer these Terms without our written consent, except to a successor in a merger, amalgamation or sale of all or substantially all of your business, on notice to us. We may assign or transfer these Terms, in whole or in part, without your consent, to an affiliate (a business that controls us, that we control, or that is under common control with us), to a new corporation formed to carry on the Call Me Booked business, or to a successor in a merger, amalgamation or sale of all or substantially all of our business or of the part of it that provides the Service. We will give you at least 30 days' notice by email before the transfer takes effect. From the date in that notice: (a) the new company takes our place under these Terms, the Data Processing Addendum and your plan, and agrees to be bound by them; (b) we are released from obligations that arise after that date; (c) your payment authorization, plan, price, billing date, credits, answering number and data continue with the new company without any action by you; and (d) nothing else in these Terms changes because of the transfer. If you don't want to continue with the new company, you may cancel before the transfer takes effect, and on a yearly plan we will refund the unused whole months you prepaid. These Terms bind and benefit each party's permitted successors and assigns.

Survival. Sections 6 (Fees and payment, for amounts owed), 7 (its last bullet: your data and answering number after your service ends), 8 (Your data), 9 (Confidentiality), 10 (Intellectual property), 12 (Warranties and disclaimers), 13 (Limitation of liability), 14 (Indemnity), 17 (Governing law) and 18 (General), and any other provision that by its nature should continue, survive the end of this agreement; the Data Processing Addendum continues for as long as it says.

Notices. Notices to us must be sent by email to support@callmebooked.com and by mail or courier to 1001801092 ONTARIO INC., operating as Call Me Booked, 6-2160 Highway 7, Suite 746, Vaughan, ON L4K 1W6, or to any other notice address we publish on our website. Notices to you will be sent to the email address of the account owner on file. A notice sent by email is effective on the next business day after it is sent.

Language. These Terms are written in English. Any translation is provided for convenience, and the English version governs.