DEFINITIONS

"Account" means the administrative profile created when you register to use the Services, together with all sub-accounts, user seats, credentials, and settings associated with that profile.

"Acceptable Use Policy" or "AUP" means the policy governing permissible and impermissible conduct while using the Services, incorporated into these Terms by reference.

"Aggregated Data" means data or information derived from Customer Content or usage of the Services that has been de-identified and combined with data from other customers so that neither you nor any individual can be identified.

"Beta Features" means any functionality of the Services that AutoCaller AI designates as "beta," "preview," "early access," or a similar label, which may be modified or discontinued at any time.

"Billing Cycle" means the recurring monthly period for which subscription fees are charged, starting on the date you first subscribe.

"Business" refers to the company or other legal entity on whose behalf the Services are used.

"Call Minutes" or "Minutes" means the metered units of outbound or inbound call time consumed under a Plan. Minutes are billed separately from the base subscription at per-minute rates applicable to your selected Plan.

"Confidential Information" means any non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including trade secrets, business plans, customer lists, and technical information.

"Customer Communications" means any telephone call, text message, voicemail, e-mail, or other communication initiated, transmitted, or recorded through the Services under your Account.

"Customer Content" means all data, scripts, prompts, audio files, contact lists, text, images, or other materials uploaded to, input into, or generated through the Services by you or your end users.

"Effective Date" means the date identified at the top of these Terms (or, if blank, the earlier of the date you first access the Services or the date you accept an Order Form).

"Enterprise Plan" means the highest-tier subscription plan described on the AutoCaller AI pricing page or in an Order Form.

"Indemnitees" or "AutoCaller AI Parties" means Chang Strategic Ltd, its parent and affiliate companies, and each of their respective officers, directors, employees, agents, contractors, and licensors.

"AutoCaller AI Marks" means the "AutoCaller AI" name, logos, product names, service names, designs, and slogans used by AutoCaller AI.

"AutoCaller AI Technology" means the platform, software, source code, algorithms, AI models, telephony infrastructure, documentation, and other technology that comprise or support the Services, and all improvements or derivatives thereof.

"Order Form" means any ordering document, online checkout page, or other written instrument (including renewals and amendments) that references these Terms and sets out the specific Plan, pricing, and other commercial details agreed between you and AutoCaller AI.

"Payment Method" means the credit card you provide to pay subscription fees, taxes, and per-minute call usage fees.

"Plan" or "Subscription Plan" means any of the subscription tiers currently offered by AutoCaller AI—such as Starter or Elite—or any successor or replacement plans that AutoCaller AI may introduce.

"Privacy Policy" means the AutoCaller AI privacy statement located at autocallerai.ca/privacypolicy, as updated from time to time.

"Registration Data" means the information you provide during Account creation, such as name, company name, e-mail address, and phone number.

"Services" means AutoCaller AI’s AI-powered voice-calling platform, including its web and mobile applications, APIs, software, documentation, and any related products or services provided by Chang Strategic Ltd.

"Term" refers to the duration of the contractual relationship between you and AutoCaller AI under these Terms.

"Third-Party Components" means open-source or proprietary software components included in the Services and licensed by third parties under their own license terms.

"Third-Party Service" means any application, platform, plug-in, carrier, or other service not owned or controlled by AutoCaller AI that interoperates with the Services at your direction.

1. ACCEPTANCE OF TERMS

1.1 Binding Agreement

These Terms and Conditions ("Terms") form a legally binding contract between you and Chang Strategic Ltd, a British Columbia-based corporation doing business as AutoCaller AI ("AutoCaller AI," "we," "us," or "our"), governing your access to and use of AutoCaller AI’s AI-powered voice-calling platform, APIs, applications, websites, and related services (collectively, the "Services"). By using the Services in any capacity—including through an online dashboard, CRM integration, or signed Order Form—you acknowledge and agree to be bound by these Terms and our Privacy Policy.

1.2 Authority and Capacity

If you are accessing the Services on behalf of a business entity, you represent and warrant that you: (a) have authority to bind that entity to these Terms; (b) are at least 18 years old; and (c) have provided accurate and complete information. In that case, "you" refers to the business entity.

1.3 Rejection of Terms; Prohibited Use

If you do not agree to these Terms, or if you lack authority to bind the entity you represent, you may not use the Services. Unauthorized access or use constitutes a material breach.

2. SERVICE DESCRIPTION

2.1 Overview

AutoCaller AI is a cloud-based, AI-powered voice automation platform developed by Chang Strategic Ltd to help businesses automate and scale outbound and inbound calling operations. The Services leverage proprietary AI voice models, telephony infrastructure, and customizable call flows to execute and analyze high-volume conversations with human-like responsiveness.

2.2 Core Features

Subject to these Terms, AutoCaller AI enables you to:

a. Outbound Calls – Initiate AI-driven outbound phone calls for use cases such as cold prospecting, appointment reminders, payment collections, lead qualification, and customer surveys.

b. Inbound Handling – Receive inbound calls via dedicated or ported numbers and route them through intelligent agents, voicemail, or live representative transfers.

c. Custom Call Flows – Design complex conversation paths using our visual flow builder or APIs, incorporating logic, data validation, CRM lookups, and webhook triggers.

d. Live Transfers – Transfer calls (warm or cold) to designated numbers or endpoints. Optional whisper prompts and call recording are available.

e. Multi-Channel Notifications – Trigger automated SMS, email, or webhook responses based on call outcomes and intent recognition.

f. Training & QA Tools – Use synthetic voice interactions for team onboarding, role-play scenarios, script testing, and compliance auditing.

g. Analytics & Reporting – Access live dashboards, sentiment scores, keyword tracking, call recordings, and exportable reports through the web portal or API.

2.3 User Control & Configuration

You are solely responsible for uploading, configuring, and managing scripts, prompts, call lists, call flow logic, schedules, and business rules (collectively, “Configurations”). AutoCaller AI performs calls based strictly on your Configurations and bears no responsibility for their legality, accuracy, or commercial efficacy.

2.4 Service Updates

We reserve the right to improve, update, or discontinue any Service component at our sole discretion. If any update materially reduces core functionality, we will provide 30 days’ advance notice, and your exclusive remedy will be to discontinue use of the affected feature or terminate your subscription.

2.5 Beta Features

Some features may be labeled as “Beta,” “Early Access,” or similar. These are provided “AS IS” with no warranties, support commitments, or performance guarantees, and may change or be discontinued at any time.

2.6 Service Limitations

a. No Emergency Calling – The Services cannot be used for emergency calls (e.g., 911) and are not a substitute for traditional telephony.

b. Carrier & Region Limitations – Certain destinations, carriers, or phone numbers may be restricted, delayed, or subject to surcharges based on regulatory or technical limitations.

c. Fair Usage – To maintain platform stability, AutoCaller AI may rate-limit or block accounts exhibiting excessive or abusive call volumes, spam behavior, or violation of applicable laws.

2.7 Third-Party Services

The Services may integrate with or rely on third-party CRMs, calendars, carriers, or plugins. Your use of such third-party tools is governed by those providers’ terms. AutoCaller AI disclaims all liability arising from your use of third-party products, even when used in conjunction with our Services.

3. ACCOUNT REGISTRATION

3.1 Eligibility

To use AutoCaller AI, you must be a legal business entity or an authorized agent of one. You represent and warrant that: (a) you are at least 18 years of age, (b) you have the authority to bind the business you represent, and (c) all information provided during registration is truthful, current, and complete.

3.2 Registration Data

You agree to:

(a) provide accurate, current, and complete information as prompted during the sign-up process ("Registration Data");

(b) promptly update Registration Data to maintain accuracy; and

(c) assume all risks associated with outdated, incomplete, or false Registration Data, including loss of access or functionality.

3.3 Account Credentials

You are responsible for safeguarding your username, password, API keys, and any other account credentials. You accept full responsibility for all actions taken under your Account, whether authorized or not.

3.4 Business Use Only

Accounts are for internal business use only. AutoCaller AI may not be used for personal, consumer, or household purposes unless expressly permitted in writing. You shall not resell, sublicense, or share access to your Account except with authorized team members.

3.5 Security Breach Notification

If you become aware of any actual or suspected unauthorized access to your Account or Credentials, you must notify us immediately at [email protected]. You agree to fully cooperate in any security investigation and remediation efforts.

3.6 Suspension and Termination

AutoCaller AI reserves the right to suspend, deactivate, or permanently terminate your Account if:

(i) Registration Data is found to be inaccurate, misleading, or fraudulent;

(ii) we suspect unauthorized, abusive, or unlawful use of the Service; or

(iii) you violate these Terms or applicable law.

3.7 Effect of Termination

Upon termination:

All rights granted to you under these Terms immediately terminate.

You must stop using the Services.

You must destroy or return all proprietary information obtained through your Account.

3.8 Survival

Sections 3.3 (Account Credentials), 3.5 (Security Breach Notification), 3.6 (Suspension and Termination), and 3.7 (Effect of Termination) shall survive account termination.

4. SUBSCRIPTION PLANS & BILLING

4.1 Plan Tiers

AutoCaller AI offers multiple subscription plans to meet different business needs, including Starter and Elite plans. Each plan provides platform access and features at a flat monthly subscription rate. All Plans are subject to these Terms and any additional terms outlined on our pricing page or in an executed Order Form.

4.2 Per-Minute Billing

Minutes are not bundled with subscription fees and are billed separately based on your Plan tier:

Starter Plan: $0.22 per minute

Elite Plan: $0.15 per minute

You will be charged for each completed outbound or inbound call minute. Minute rates may vary based on volume or updated pricing published by AutoCaller AI. Unused minutes are not refundable.

4.3 Fees, Billing Cycle, and Payment Method

a. Fees. Subscription fees and per-minute usage charges are exclusive of taxes and billed in the currency selected at checkout.

b. Billing Cycle. Your Billing Cycle starts on the date of your initial subscription and recurs monthly unless canceled. All charges for the upcoming cycle are billed in advance.

c. Auto-Renewal. Subscriptions automatically renew each month unless you cancel through your Account settings prior to the renewal date.

d. Payment Method. You authorize AutoCaller AI to charge your Payment Method for all applicable fees, taxes, and usage charges. You are responsible for maintaining valid payment credentials.

e. Failed Payments. If your payment is declined, AutoCaller AI may suspend or terminate access to the Services and accelerate unpaid amounts, making them immediately due.

4.4 No Refunds

All payments are final. AutoCaller AI does not issue refunds for subscription charges, partial billing periods, unused services, or unused minutes.

4.5 Plan Upgrades and Downgrades

a. Immediate Effect. Plan changes take effect immediately upon confirmation. You will be charged the full monthly fee of the new Plan at that time.

b. No Proration. We do not prorate charges or credits for Plan changes made mid-cycle.

c. Minute Usage. All minutes are billed separately and independently of Plan upgrades or downgrades.

4.6 Taxes

You are responsible for all taxes, duties, or government charges imposed in connection with your use of the Services, excluding taxes based on AutoCaller AI’s net income.

5. ACCEPTABLE USE POLICY

The following Acceptable Use Policy ("AUP") is incorporated into and forms part of these Terms. Violations of this AUP may result in suspension or termination of your Account, as outlined in Section 3.6.

5.1 Lawful Use

You must use the Services in full compliance with all applicable local, provincial, national, and international laws and regulations, including:

Canada’s Anti-Spam Legislation (CASL)

U.S. Telephone Consumer Protection Act (TCPA)

Federal Trade Commission (FTC) and Federal Communications Commission (FCC) regulations

Any equivalent foreign regulations applicable to your use case

You may not use the Services for any illegal, harmful, abusive, or unauthorized purpose.

5.2 Consents and Permissions

Before initiating any call, text message, or other communication using the Services, you must obtain all legally required consents from the intended recipient. You are solely responsible for confirming you have the right to contact each party using the communication methods employed.

5.3 Prohibited Conduct

You agree not to:

Upload or transmit content that is unlawful, defamatory, harassing, obscene, misleading, or otherwise objectionable;

Use the Services to offer or promote illegal products or services (e.g., unlicensed financial services, controlled substances);

Impersonate another individual or entity or misrepresent your affiliation;

Interfere with the integrity, performance, or security of the Services;

Attempt to bypass security or authentication measures;

Send spam, initiate denial-of-service attacks, or engage in excessive traffic patterns that degrade platform performance;

Infringe upon the intellectual property or privacy rights of any third party.

5.4 Compliance with Telemarketing Laws

You are solely responsible for complying with all laws related to outbound calling, including:

Maintaining and honoring "Do Not Call" (DNC) lists

Including opt-out options where legally required

Providing all required pre-recorded or artificial voice disclosures

Honoring time-of-day and frequency restrictions in applicable jurisdictions

5.5 Recording Calls

If you choose to record calls using AutoCaller AI, you are responsible for complying with all consent laws in applicable jurisdictions. This includes ensuring that participants are notified of and agree to the recording where legally required.

5.6 Enforcement

AutoCaller AI may, at its sole discretion:

Monitor usage to ensure compliance with this AUP;

Investigate any suspected violations;

Remove or disable access to non-compliant content;

Suspend or terminate accounts in breach of this policy;

Cooperate with legal authorities in investigations or regulatory actions.

5.7 Indemnity

You agree to defend, indemnify, and hold harmless AutoCaller AI, its parent company Chang Strategic Ltd, and their officers, directors, employees, and agents against any claims, liabilities, or costs arising out of your violation of this AUP.

6. CUSTOMER RESPONSIBILITIES & LIABILITY

This section clarifies your responsibilities and limitations of AutoCaller AI’s liability in relation to your use of the Services.

6.1 Control of Communications

You maintain full control over, and assume all responsibility for:

The timing, recipients, and content of all outbound and inbound communications;

Any Customer Content, including voice recordings, call scripts, prompts, contact lists, and configurations;

Ensuring that such communications and content comply with all applicable laws, regulations, and industry standards.

6.2 Legal Compliance

You agree to:

a. Comply with all laws and industry guidelines applicable to telemarketing, lead generation, data processing, and communication (e.g., TCPA, CASL, CAN-SPAM, GDPR);

b. Obtain all required consents from contacts and data subjects prior to placing calls, sending texts, or recording conversations;

c. Maintain and enforce appropriate "Do Not Contact" suppression lists;

d. Provide any mandatory disclosures, opt-out notices, and rights to withdraw consent;

e. Store all necessary documentation proving compliance with your legal obligations.

6.3 No Liability for Customer Communications

AutoCaller AI does not originate, review, or approve Customer Content or Customer Communications. Accordingly, AutoCaller AI disclaims all liability related to:

The accuracy, legality, or suitability of any communication or script;

Any consequences from your failure to obtain proper consent;

Any misuse of the Services or violations of applicable law.

6.4 Indemnification

You agree to indemnify and hold harmless AutoCaller AI, its parent company Chang Strategic Ltd, and their affiliates, directors, officers, employees, contractors, and agents from any claims, damages, losses, penalties, or expenses (including legal fees) resulting from:

Your use of the Services;

Any content or communication you transmit through the platform;

Your breach of these Terms or any applicable laws.

6.5 Cooperation and Notice

If AutoCaller AI receives notice of a claim or investigation involving your use of the Services, you agree to:

Cooperate fully in responding to the issue;

Provide accurate information as needed;

Reimburse AutoCaller AI for any reasonable legal costs or penalties arising from your actions.

6.6 Survival

Your obligations under this Section 6 survive the expiration or termination of this Agreement.. Your use of such third-party tools is governed by those providers’ terms. AutoCaller AI disclaims all liability arising from your use of third-party products, even when used in conjunction with our Services.

7. DISCLAIMER OF WARRANTIES

7.1 "AS IS" / "AS AVAILABLE"

The Services, including all associated AI-generated outputs, recordings, analytics, and Beta Features, are provided strictly "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS." To the maximum extent permitted by law, AutoCaller AI disclaims all warranties—express, implied, statutory, or otherwise—including, but not limited to:

Implied warranties of merchantability, fitness for a particular purpose, or non-infringement;

Any warranty arising from usage in trade, course of dealing, or performance;

Any warranty that the Services will be uninterrupted, secure, error-free, virus-free, or fully compatible with your environment.

7.2 No Performance Guarantee

AutoCaller AI does not guarantee any specific business outcome, commercial benefit, or call conversion rate. You assume full responsibility for evaluating the Services and determining their suitability for your needs.

7.3 Third-Party Dependencies

Performance of the Services may depend on third-party carriers, networks, APIs, browser technologies, and device hardware. AutoCaller AI is not liable for any issues, failures, or limitations caused by these external systems or providers.

7.4 Informational Tools

Any suggestions, tips, performance scores, or script recommendations provided within the platform are informational only. You are solely responsible for determining whether to rely on or implement such information.

7.5 Jurisdictional Limitations

Some jurisdictions do not allow limitations on implied warranties. If such law applies to you, then some disclaimers in this Section may not apply, and AutoCaller AI’s liability will be limited to the greatest extent permitted under that applicable law.. Your use of such third-party tools is governed by those providers’ terms. AutoCaller AI disclaims all liability arising from your use of third-party products, even when used in conjunction with our Services.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Certain Damages

To the fullest extent permitted by applicable law, AutoCaller AI and its parent company Chang Strategic Ltd, including all officers, directors, employees, agents, contractors, and licensors, will not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages. This includes but is not limited to loss of revenue, profits, business, customers, goodwill, or data, even if we have been advised of the possibility of such damages.

8.2 Liability Cap

To the maximum extent permitted by law, the total cumulative liability of AutoCaller AI for all claims arising out of or related to these Terms or the Services, whether in contract, tort, or otherwise, shall not exceed the greater of:

The total subscription and usage fees paid by you to AutoCaller AI in the twelve (12) months preceding the event giving rise to the claim, or

$500 USD.

8.3 Basis of the Bargain

You acknowledge that the limitations of liability in this Section are an essential part of the bargain and a fundamental element of the basis upon which AutoCaller AI offers its Services. These limitations apply even if any limited remedy fails of its essential purpose.

8.4 No Enlargement of Limitation

Multiple or successive claims will not enlarge the limitation set forth in Section 8.2. Any claim or cause of action arising from or related to your use of the Services must be filed within one (1) year after such claim or cause of action arises or it will be permanently barred.

8.5 Exceptions

Nothing in this Section limits or excludes liability for:

Death or personal injury caused by gross negligence;

Fraud or fraudulent misrepresentation;

Any liability that cannot be excluded or limited by applicable law.

9. INDEMNIFICATION

9.1 Your Indemnity Obligations

You agree to indemnify, defend, and hold harmless AutoCaller AI, its parent company Chang Strategic Ltd, and their officers, directors, employees, contractors, licensors, and agents (collectively, the "Indemnitees") from and against any and all third-party claims, demands, actions, proceedings, liabilities, damages, losses, settlements, fines, penalties, costs, and expenses (including reasonable legal and expert fees) arising out of or related to:

Your access to or use of the Services;

Your violation of these Terms or any applicable law, regulation, or third-party right;

Your content, configurations, call campaigns, recordings, or communications initiated via the Services;

Any breach of privacy, telemarketing, intellectual property, or consumer protection laws;

Any data breach, unauthorized access, or misuse of your Account caused by your failure to secure your credentials.

9.2 Indemnification Procedure

AutoCaller AI will:

Promptly notify you in writing of any claim subject to this indemnity (failure to provide prompt notice will not relieve you of your obligations except to the extent you are materially prejudiced);

Permit you to assume full control of the defense and settlement of the claim, using legal counsel reasonably acceptable to AutoCaller AI;

Cooperate with you in the defense and provide reasonable assistance (at your cost).

You may not settle any claim without AutoCaller AI’s prior written consent if the settlement (i) admits fault by AutoCaller AI, (ii) imposes monetary liability not fully covered by you, or (iii) imposes non-monetary obligations on AutoCaller AI.

9.3 Exclusive Remedy

This indemnity is the Indemnitees’ sole and exclusive remedy for any third-party claims related to your use of the Services, except where otherwise required by law.

10. DATA PRIVACY

10.1 Privacy Policy Incorporated

AutoCaller AI’s Privacy Policy, available at autocallerai.ca/privacypolicy, is incorporated into these Terms by reference. By using the Services, you acknowledge that you have read and agree to the terms of the Privacy Policy.

10.2 Data We Collect

AutoCaller AI may collect the following types of data:

Account & Contact Information: Name, company name, email address, mailing address, phone number, and user credentials.

Billing Information: Payment method, transaction history, and tax-related details (collected and stored securely via a PCI-compliant processor).

Service Usage Data: Call metadata (e.g., time, duration, caller/callee numbers), call recordings, transcriptions, call outcomes, and configurations.

Technical Data: Device type, IP address, browser details, diagnostics, and crash logs.

Cookies and Analytics: Information collected via cookies and tracking technologies to analyze platform performance, prevent fraud, and personalize user experience.

10.3 Purpose of Data Use

We process personal and usage data to:

Deliver and maintain the Services;

Authenticate users and secure your Account;

Process payments and detect fraud;

Monitor and improve service functionality and performance;

Comply with legal obligations and resolve disputes.

10.4 Sharing and Disclosure

AutoCaller AI does not sell customer or contact data. We share data only:

With subprocessors and service providers under strict confidentiality agreements;

As required by applicable law or legal process;

With your explicit consent or at your direction.

10.5 International Transfers

By using the Services, you authorize AutoCaller AI to store and process data in Canada, the United States, or any other jurisdiction where we or our service providers operate. Where legally required, we rely on appropriate safeguards such as Standard Contractual Clauses.

10.6 Security Measures

AutoCaller AI uses industry-standard security protocols including:

Encryption at rest and in transit;

Multi-factor authentication for administrative access;

Access logging and role-based access controls;

Routine third-party penetration testing and monitoring.

However, no online service can be 100% secure. You acknowledge that you use the platform at your own risk.

10.7 Data Retention and Deletion

We retain personal data only as long as necessary to:

Provide the Services;

Comply with legal obligations;

Resolve disputes and enforce agreements.

Upon request or account termination, we will delete or anonymize data within 30 days, unless retention is legally required.

10.8 Your Responsibilities

You are responsible for:

Providing privacy disclosures to your contacts and end users;

Obtaining all legally required consents for call recording and data processing;

Not uploading or storing sensitive data (e.g., credit card numbers, health records) unless you are authorized to do so.

10.9 Data Subject Rights

Individuals may request access, correction, deletion, or restriction of their personal data. We will respond in accordance with applicable laws. Requests regarding Customer Content may be forwarded to you as the data controller.

11. INTELLECTUAL PROPERTY

11.1 Ownership of Services

All rights, title, and interest in and to the Services, including the AutoCaller AI platform, software, user interface, algorithms, voice models, source code, documentation, APIs, analytics, and all related technologies or improvements (collectively, the "AutoCaller AI Technology") are and shall remain the sole and exclusive property of Chang Strategic Ltd. You are granted only a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the Term in accordance with these Terms.

11.2 Customer Content

You retain all rights to your Customer Content. However, by submitting, uploading, or configuring Customer Content within the platform, you grant AutoCaller AI a non-exclusive, royalty-free, worldwide license to use, copy, reproduce, process, transmit, display, and distribute your Customer Content solely as necessary to provide the Services.

11.3 Aggregated and De-Identified Data

AutoCaller AI may generate and use Aggregated Data derived from your use of the Services (including call performance, engagement metrics, and usage patterns) for analytics, benchmarking, product improvement, and marketing, provided that such data cannot be used to identify you or your customers.

11.4 Scripts and Prompts Provided by AutoCaller AI

Any scripts, prompts, call flows, or AI-generated content created, improved, or customized with the assistance of AutoCaller AI or its team, whether delivered via onboarding, consultation, AI modules, or training tools, remain the intellectual property of Chang Strategic Ltd.

You are granted a limited, non-transferable license to use such materials solely within your own AutoCaller AI Account for business purposes. However, you agree that AutoCaller AI retains the unrestricted right to:

Reuse, refine, and incorporate these materials into its Services;

Offer similar or identical content to other customers;

Develop derivative works or enhancements based on usage insights.

You may not resell, redistribute, or commercially exploit these materials outside the scope of your subscription without prior written consent.

11.5 Restrictions

You shall not:

Reverse engineer, decompile, or disassemble any part of the Services;

Remove, alter, or obscure proprietary notices or branding;

Use any automated means to extract or harvest data from the platform;

Access or use the Services for competitive benchmarking or to build a competing product.

12. CONFIDENTIALITY

12.1 Definition

"Confidential Information" means all non-public, proprietary, or sensitive information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party")—whether orally, visually, electronically, or in writing—that is designated as confidential or should reasonably be understood to be confidential under the circumstances. This includes, without limitation: business plans, pricing, financials, customer lists, call strategies, technical documentation, source code, scripts, prompts, and product roadmaps.

12.2 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

Was lawfully known before disclosure by the Disclosing Party;

Became publicly available without breach of these Terms;

Was independently developed by the Receiving Party without reference to or use of the Disclosing Party’s information;

Was disclosed to the Receiving Party by a third party lawfully and without confidentiality restrictions.

12.3 Obligations

The Receiving Party agrees to:

Maintain the confidentiality of all Confidential Information using the same degree of care it uses to protect its own similar information, but in no event less than reasonable care;

Not disclose Confidential Information to any third party except to its affiliates, employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations no less protective than these Terms;

Use Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms.

12.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information if required by law, subpoena, or court order, provided that (to the extent legally permissible) it gives the Disclosing Party prompt written notice to contest or limit such disclosure.

12.5 Return or Destruction

Upon termination of these Terms, or upon written request of the Disclosing Party, the Receiving Party must promptly return or destroy all Confidential Information in its possession, except to the extent retention is required by law or necessary for ongoing rights and obligations.

12.6 Survival

The obligations of confidentiality in this Section 12 survive the termination or expiration of these Terms for a period of five (5) years, or for trade secrets, indefinitely as long as the information remains a trade secret.

13. TERMINATION

13.1 Term

These Terms remain in effect from the Effective Date until terminated by either party in accordance with this Section.

13.2 Termination by You

You may terminate your subscription at any time by:

Canceling through your account dashboard, or

Emailing a written cancellation request to [email protected].

Termination will be effective at the end of your current Billing Cycle. You remain responsible for all fees incurred during that Billing Cycle. No refunds will be issued for unused services or minutes.

13.3 Termination by AutoCaller AI

We may suspend or terminate your access to all or part of the Services immediately, with or without notice, if:

You breach any material provision of these Terms;

You fail to pay any undisputed amount when due;

You violate the Acceptable Use Policy;

Your usage creates a legal, regulatory, or operational risk;

We are required to do so by law, regulation, or court order.

13.4 Effect of Termination

Upon termination:

Your access to the Services will cease;

All rights and licenses granted to you will terminate;

Any outstanding payments will become immediately due;

AutoCaller AI may delete or anonymize Customer Content within thirty (30) days, unless retention is legally required.

13.5 Survival

The following provisions shall survive termination: Sections 3.3 (Account Credentials), 4.4 (Fees), 4.5 (No Refunds), 5 (Acceptable Use Policy), 6 (Customer Responsibilities & Liability), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnification), 10 (Data Privacy), 11 (Intellectual Property), 12 (Confidentiality), 13.5 (Survival), and any other provision that by its nature should reasonably survive termination.

14. GOVERNING LAW & DISPUTE RESOLUTION

14.1 Governing Law

These Terms and any dispute or claim arising from or relating to them shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without giving effect to any conflict of laws principles that would result in the application of the laws of another jurisdiction.

14.2 Venue

Any legal action or proceeding arising under or in connection with these Terms shall be brought exclusively in the courts of British Columbia, and each party irrevocably submits to the personal jurisdiction and venue of those courts.

14.3 Informal Resolution

Before initiating any formal legal action, both parties agree to first attempt to resolve the dispute through good faith discussions. If the dispute is not resolved within thirty (30) days, either party may pursue legal remedies as permitted by these Terms.

14.4 Injunctive Relief

Notwithstanding Section 14.3, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent actual or threatened misuse of its intellectual property or Confidential Information.

14.5 Class Action and Jury Trial Waiver

To the fullest extent permitted by applicable law, each party waives any right to participate in any class action, class arbitration, or representative action. Each party also waives its right to a jury trial in any legal proceeding related to these Terms.

14.6 Compliance with Laws

You agree to comply with all applicable local, provincial, federal, and international laws, including those related to marketing, consumer protection, privacy, telecommunication, and data transfer, in connection with your use of the Services.

15. CHANGES TO TERMS

15.1 Right to Modify

AutoCaller AI reserves the right to update or modify these Terms at any time to reflect changes in our business, legal or regulatory requirements, or functionality of the Services. Updated versions will be posted at www.autocallerai.ca with a revised effective date.

15.2 Notice of Material Changes

If a change materially affects your rights or obligations, we will notify you via email (to the account administrator email on file) and/or in-app notification at least thirty (30) days before the change takes effect.

15.3 Continued Use Constitutes Acceptance

By continuing to access or use the Services after the effective date of a revised version of the Terms, you agree to be bound by the updated Terms. If you do not agree to the revised Terms, your sole remedy is to stop using the Services and cancel your subscription before the changes become effective.

16. MISCELLANEOUS

16.1 Entire Agreement

These Terms (including the Privacy Policy and any additional agreements, addenda, or Order Forms referencing these Terms) constitute the entire agreement between you and AutoCaller AI and supersede all prior understandings or agreements, oral or written.

16.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remainder will remain in full force and effect.

16.3 Waiver

Failure to enforce any provision of these Terms will not be deemed a waiver of future enforcement.

16.4 Assignment

You may not assign or transfer these Terms or your rights without prior written consent from AutoCaller AI. We may freely assign these Terms without restriction.

16.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, natural disasters, strikes, governmental action, or Internet disruptions.

16.6 Relationship

The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

16.7 Notices

Legal notices must be sent to:
Chang Strategic Ltd (dba AutoCaller AI)
5788 Gilbert Rd, Richmond, BC, Canada
Email: [email protected]

16.8 Export Compliance

You agree to comply with all applicable export control laws and regulations. You may not use, export, or re-export the Services in violation of any applicable law.

16.9 No Third-Party Beneficiaries

Except as expressly provided, these Terms do not create any rights for any third party.