Terms of Service

(a) Age. If you are under 18 years of age (or the age of legal majority where you live), you may not use our Services.

(b) Authorization. If you register for, access or use our Services, or accept an Order Form, on behalf of another person or entity, (i) all references to “you” throughout these Terms (other than in Section 1(a)) will include that person or entity, (ii) you represent that you are authorized to enter into these Terms on that person’s or entity’s behalf, and (iii) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us. If you are an entity using any Services pursuant to these Terms, you are responsible for your employees’, contractors’ and representatives’ use of the Services, including ensuring they comply with these Terms.

(c) Business use. Our Services are designed for businesses and professionals. Public demonstrations may be used free of charge only to evaluate the Services. Use of the Services in production for commercial purposes requires an Order Form.

(d) Prohibited uses. Your access to and use of the Services and your use of any Output (defined below) must comply with these Terms and all applicable laws. Without limiting the foregoing, you may not use the Services, or permit anyone else to use them, to:

• violate any law or regulation, including privacy, consumer protection, anti-spam (including Canada’s Anti-Spam Legislation), telemarketing (including the CRTC Unsolicited Telecommunications Rules and the National Do Not Call List), call-recording and human rights laws;
• place automated or pre-recorded calls or send commercial electronic messages without the consent, identification and unsubscribe mechanisms required by law;
• impersonate any person or organization, or misrepresent that a person is speaking when an AI agent is speaking where disclosure is required by law or requested by the caller;
• clone, synthesize or imitate the voice or likeness of an identifiable person without that person’s documented consent and our written agreement;
• provide medical, dental, veterinary, legal, financial or other regulated professional advice, or replace a clinical assessment, legal conflict check, coverage decision or professional sign-off;
• act as, or be relied on for, an emergency service or to obtain emergency assistance;
• make decisions about a person’s eligibility for credit, employment, housing, insurance or similar opportunities without meaningful human review;
• harass, threaten, defraud or unlawfully discriminate against anyone, or generate content that is unlawful, defamatory, obscene or sexually exploits minors;
• attempt unauthorized access to the Services or to any account, system or network, bypass usage limits or security measures (including Cloudflare Turnstile), or probe, scan or test the vulnerability of the Services without our written permission;
• upload or transmit viruses, malicious code or any material designed to disrupt, damage or overload the Services;
• reverse engineer, decompile, scrape or extract the prompts, models, workflows or source code of the Services, or use the Services or Output to build a competing product; or
• resell, sublicense or provide the Services to third parties except as permitted in an Order Form.

You may provide certain information to Augova in connection with your access to or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. You agree to receive communications from Augova relating to the Services using the email address, telephone number or other contact information you provide in connection with the Services. You represent and warrant that any information that you provide to Augova in connection with the Services is accurate. For information about how we collect, use, share, and otherwise process information about you, please review our Privacy Policy.

In addition, where you agree to these Terms on behalf of an entity, you agree that the Data Processing Addendum governs Augova’s processing of any personal information contained within any content you input to our Services or that we process on your behalf (for example, information provided by your callers or customers). You acknowledge that Augova may process personal information relating to the operation, support, or use of our Services for our own business purposes, such as billing, account management, technical support, security, fraud prevention, service improvement and compliance with law. Augova does not use personal information contained in your Content to train AI models unless you agree to it in writing.

We may require that you create an account, or connect an account you hold with a third party (such as a Google or Microsoft calendar, spreadsheet or email account), in order to use some or all of our Services. You may not share or permit others to use your individual account credentials. You will promptly update any information contained in your account if it changes. You must maintain the security of your account, as applicable, and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You may revoke our access to a connected account at any time through the third party’s account controls or by contacting us; revoking access may stop the related features of the Services from working.

(a) Inputs and Outputs. You, and people who interact with an AI agent or workflow we operate for you, may transmit or otherwise provide data and information as input to our Services (“Input”). Input may include, without limitation, speech and audio during a call, text, documents, business records, scripts, knowledge-base material, routing rules, or any other content provided to us through the Services. When Input is provided to the Services, the Services may generate and return audio, text, transcripts, summaries, extracted fields, bookings, records, messages or other results based on that Input (“Output”) (Input and Output, collectively, the “Content”). If you choose to make any of your information publicly available through the Services or otherwise, you do so at your own risk.

(b) AI agents and voice. Some of our Services answer or place telephone calls, hold website voice conversations, or act on information on your behalf using AI. You are responsible for approving the information, scripts, voices, routing rules and permitted actions used for your agents and workflows, and for keeping that information current. Before a call or messaging workflow goes live, the parties must agree the notices given to callers (including that they are speaking with an AI agent), any recording and transcription settings, consent arrangements, retention periods and human handoff routes. An appointment request or order captured by an agent is not confirmed unless your booking or ordering process confirms it. A handoff feature does not guarantee that a person will be available to take the call.

(c) Rights to your Content

(i) Except as expressly set forth herein, as between you and Augova, you retain all rights in and to your Input.

(ii) For the avoidance of doubt, Output may be generated by, but does not include, the artificial intelligence models, voice models, large language models, prompts, workflows and software used by Augova or its providers to deliver the Services (the “Models”). Except as expressly set forth herein, as between you and Augova, you retain all rights in and to your Output.

(d) License to your Content. You hereby grant to Augova a license to use, reproduce, store, modify, adapt, translate, transmit, and display your Content solely to provide, maintain, secure and support the Services for you, to comply with law, and as otherwise instructed by you. Such license shall be:

• nonexclusive (which means you can license your Content to others),
• royalty-free and fully paid (which means there are no monetary fees for this license),
• worldwide (which means it is valid anywhere in the world, so that we can use providers located outside Canada as described in our Privacy Policy),
• sub-licensable to our service providers and subcontractors only to the extent needed to deliver the Services, and
• for as long as we hold your Content under the Order Form, the Data Processing Addendum and our retention practices, after which it ends.

We will not use your Content to train AI models, or commercialize your Content or any voice contained in it on a standalone basis, without your written permission. We may use de-identified and aggregated information about the performance and use of the Services (which does not identify you or any individual) to operate and improve the Services.

(e) Necessary rights. You may not provide Input or create Output for which you do not have all the rights, notices and consents necessary to grant us the license described above. You represent and warrant that the Content, and our use of the Content in accordance with these Terms, will not violate any rights of any person or entity, or cause injury to any person or entity.

(f) Sensitive information. You may not provide any Input that includes personal health information (as defined by Ontario’s Personal Health Information Act, 2004 or similar laws), payment card data, government identification numbers, passwords, or other sensitive information, except as permitted by an Order Form and Data Processing Addendum that specifically provide for that information and the safeguards that apply to it. Do not submit such information through a public demonstration or website form; use fictional or properly anonymized information instead.

(g) Accuracy of Output. AI may misunderstand speech, omit context, produce inaccurate or incomplete information, or fail to complete a requested action. You are responsible for checking important Output and for confirming consequential actions through the responsible person or source system before relying on them.

(h) Data deletion. You may request that we delete your personal information as required under applicable law. Please see our Privacy Policy for more information. Deletion of Content processed for a business customer follows the applicable Order Form, the Data Processing Addendum and the instructions of that business.

(i) Moderation. We do not undertake to review all Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any Content. Although we have no obligation to screen, edit, or monitor Content, we may:

(i) delete or remove Content or refuse to process any Content at any time, with or without notice, for any violation of applicable law or these Terms;

(ii) suspend your access to all or part of the Services, temporarily or permanently, if the Content is reasonably likely, in our reasonable determination, to violate applicable law or these Terms;

(iii) take any action with respect to the Content that is necessary or appropriate, in Augova’s reasonable discretion, to ensure compliance with applicable law and these Terms, to protect Augova’s rights, to protect any third-party rights (including intellectual property and privacy rights), or to respond to threats to the personal safety of users or the public; and

(iv) as permitted by law, cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone providing any Content on or through the Services.

(a) Ownership. The Services, including the text, graphics, images, photographs, videos, illustrations, software, prompts, workflows, Models and other content contained therein, and all intellectual property rights therein and thereto, are owned by Augova or our licensors. Except as explicitly stated in these Terms or an Order Form, all rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors.

(b) Limited license. Subject to your compliance with these Terms, Augova hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Services. For clarity, any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

(c) Custom deliverables. Ownership of, and licences to, custom deliverables, source code, configurations, documentation and other work product created for you is determined by the applicable Order Form. Unless the Order Form says otherwise, Augova retains ownership of its pre-existing materials, tools, templates and know-how, and any general improvements to them, and grants you a licence to use those materials as incorporated in your deliverables for your internal business purposes. Third-party and open-source components remain subject to their own licences.

(d) Trademarks. The name “Augova” and our logos, product or service names, slogans (including “Augment the Future”), and the look and feel of the Services are trademarks of Augova and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

(e) Feedback. You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Augova or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you, including to develop, copy, publish, or improve the Feedback or Services, or to improve or develop new products, services, or technologies in Augova’s sole discretion. Augova will exclusively own any improvements to, or new inventions based upon, the Services or the Feedback. You understand that Augova may treat any Feedback as nonconfidential. Feedback does not include your Content.

(a) Subscriptions. To access and use certain Services, you may be required to enroll in a recurring subscription set out in an Order Form (a “Recurring Subscription”). Unless your Order Form says otherwise, your Recurring Subscription will automatically renew until you cancel it or it is otherwise terminated. The length of your Recurring Subscription will be provided in your Order Form. You may cancel a Recurring Subscription by giving us written notice to [email protected] before the end of the current subscription period; cancellation takes effect at the end of that period, and you will continue to have access to the applicable Services until then. Unless your Order Form or applicable law says otherwise, if you cancel before the end of the current subscription period, we will not refund any subscription fees already paid to us. Augova may change the prices charged for Recurring Subscriptions by giving you at least 30 days’ written notice; the prices for your Recurring Subscription will remain in force for the subscription period for which you have paid or committed. If you do not agree to a price change, you must cancel your Recurring Subscription at least 7 days before the change takes effect. If you do not cancel, your Recurring Subscription will renew at the then-current price.

(b) Setup fees and project work. Setup, integration, development and other project fees are set out in the applicable Order Form and are payable as stated there. Unless the Order Form says otherwise, setup fees are non-refundable once the corresponding work has started.

(c) Usage charges. Some Services include a usage allowance (for example, call minutes, conversations, messages or documents processed). In the event your usage exceeds the allowance provided under your Order Form, you will be charged usage overage fees as indicated in your Order Form, and you authorize us to invoice or charge you for those fees. Third-party costs that your Order Form identifies as pass-through costs (for example, telephone numbers or carrier charges) are payable as stated there.

(d) Payment. You represent and warrant that you have the right to use any payment method that you submit in connection with a payment. Where you provide a payment method for recurring charges, you authorize us and our payment processor to charge it for any charges you are responsible for under these Terms and your Order Form. Unless your Order Form says otherwise, invoices are payable within 15 days of the invoice date, and all amounts are in Canadian dollars. Fees are exclusive of applicable taxes, including Harmonized Sales Tax (HST), Goods and Services Tax (GST) and any provincial or foreign sales, use or value-added taxes, which you agree to pay where required by law. If any amount is overdue, we may, after giving you notice, suspend the affected Services until payment is received. In the event legal action is necessary to collect on balances due, you will reimburse us for the reasonable expenses incurred to recover sums due, including legal fees, to the extent permitted by law.

(e) Refunds. Except as provided in your Order Form or as required by applicable law, all fees are non-refundable. We may offer refunds at our sole discretion. A public demonstration or website description does not create a free trial or refund entitlement. A proof window, where agreed, applies only on its written terms.

(f) Reservation of rights. Augova reserves the right to impose conditions on the honouring of any coupon, discount, or similar promotion; to decline any proposed engagement; and to refuse to provide any Service to anyone where it would breach these Terms or applicable law.

(a) Reporting claims of copyright infringement. Augova takes claims of intellectual property infringement seriously. If you believe that content on our Website or Services infringes your copyright, you may send a notice by email to [email protected] with the subject line “Copyright Notice”. Your notice must include all of the following information:

(i) your name and address, and a physical or electronic signature of the copyright owner or a person authorized to act on the owner’s behalf;

(ii) identification of the copyrighted work claimed to have been infringed, and your interest or right with respect to it;

(iii) identification of the material that is claimed to be infringing, and information reasonably sufficient to permit Augova to locate the material (such as its URL);

(iv) the infringement that is claimed, and the date and time of the alleged infringement; and

(v) a statement that the information in the notice is accurate and that you are the copyright owner or are authorized to act on the owner’s behalf.

If you fail to comply with all of the above requirements, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on our Services is infringing, you may be liable to Augova for certain costs and damages.

(b) Our policy on repeat infringers. In accordance with the Copyright Act (Canada) and other applicable law, we may, in appropriate circumstances, suspend or terminate the access of users who repeatedly infringe the intellectual property rights of others.

(a) Our Services rely on or interoperate with third-party products and services, including hosting and security services, telephony carriers, voice and speech providers, AI and large language model providers, email delivery services, calendar, spreadsheet and messaging platforms, and internet and mobile operators (collectively, “Third-Party Services”). Your own connected systems may also be Third-Party Services. These Third-Party Services are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services.

(b) We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.

(c) We have no obligation to monitor Third-Party Services or Third-Party Content, and we may block or disable access to any Third-Party Services or Third-Party Content (in whole or part) through our Services at any time. Your access to and use of such Third-Party Content or Third-Party Services may be subject to additional terms, conditions, and policies applicable to them (including terms of service or privacy policies of their providers). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, accounts and other products and services necessary to access and use the Services.

To the fullest extent permitted by applicable law, you will indemnify, defend (at our option), and hold harmless Augova and our officers, directors, shareholders, licensors, employees, contractors and agents from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to: (a) your access to or use of the Services in breach of these Terms; (b) the Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); (e) your failure to give the notices or obtain the consents required for the calls, recordings or messages made through your agents and workflows; or (f) your conduct in connection with the Services or the Content. You will cooperate with Augova in defending such Claims, and pay all reasonable fees, costs, and expenses associated with defending such Claims (including legal fees). Augova will have control of the defence or settlement, at Augova’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Augova.

Your use of our Services, public demonstrations and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Services) is at your sole risk. To the fullest extent permitted under applicable law, and except as expressly set out in an Order Form, our Services, public demonstrations and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Services) are provided “as is” and “as available” without warranties or conditions of any kind, either express or implied. Augova disclaims all warranties and conditions with respect to the foregoing, including implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title, and non-infringement.

In addition, Augova does not represent or warrant that our Services, public demonstrations or any content provided therein or therewith are accurate, complete, reliable, current, or error-free, or that access to them will be uninterrupted. While Augova attempts to make your use of our Services safe, we cannot and do not represent or warrant that our Services or any content provided therein or therewith are free of viruses or other harmful components. Public demonstrations illustrate selected behaviour, may use example information or different settings from a production service, and are not a guarantee of accuracy, availability, compatibility with your software, or any particular commercial result.

The Services do not provide medical, dental, veterinary, legal, financial or other professional advice, and are not emergency services. Due to the nature of machine learning, Output may not be unique, and the Services may produce the same or similar Output for you and a third party. All disclaimers of any kind (including in this Section 10 and elsewhere in these Terms) are made for the benefit of Augova and Augova’s shareholders, agents, representatives, licensors, suppliers, and service providers, as well as our and their respective successors and assigns.

(a) To the fullest extent permitted by applicable law, Augova will not be liable to you under any theory of liability (whether based in contract, tort, negligence, warranty, or otherwise) for any indirect, consequential, exemplary, incidental, punitive, or special damages, or for lost profits, revenue, business, goodwill or data, even if Augova has been advised of the possibility of such damages.

(b) To the fullest extent permitted by applicable law, the total liability of Augova for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of: (i) one hundred Canadian dollars (CAD $100); and (ii) the amount paid by you to Augova for the Services giving rise to the claim in the 12 months preceding the claim.

(c) If an Order Form contains its own limitation of liability, that limitation applies to the Services purchased under it instead of Section 11(b). Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud, or for death or personal injury caused by negligence where the law does not permit that liability to be limited.

Please read this Section 12 carefully because it sets out how you and Augova will try to resolve disputes before going to court.

(a) Informal dispute resolution. For any dispute or claim between you and Augova arising out of or relating in any way to your access to or use of the Services, any communications you receive, these Terms or prior versions of these Terms, or any privacy or data security claims (collectively, “Disputes”, and each a “Dispute”), you and Augova agree to attempt to first resolve the Dispute informally via the following process:

• If you assert a Dispute against Augova, you will first send a written notice of your Dispute to Augova by email to [email protected]. If Augova asserts a Dispute against you, Augova will send a written notice of its Dispute to you by email to the primary email address associated with your account or Order Form. The notice must describe the Dispute, its factual basis and the remedy sought.
• If you and Augova cannot reach an agreement to resolve the Dispute within 30 days after the applicable notice is received, then either party may start a proceeding as set out in Sections 12(b) and 13. To the extent permitted by law, limitation periods are suspended for that 30-day period so that the parties can engage in this informal process.

(b) Exceptions. Nothing in this Section 12 prevents either party from (i) bringing an individual claim in small claims court, or (ii) seeking urgent injunctive or other equitable relief to protect its intellectual property, confidential information or the security of the Services.

(c) Order Forms. If an Order Form contains its own dispute-resolution provisions (for example, mediation or arbitration), those provisions apply to Disputes about the Services purchased under it.

(d) Confidentiality. You and Augova agree to keep confidential the communications and settlement offers exchanged in the informal dispute-resolution process, except as required by law or to enforce a resulting settlement.

These Terms and any Claims or Disputes will be governed by and construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 12, the courts located in the Province of Ontario will have exclusive jurisdiction, and you and Augova submit to the jurisdiction of, and waive any objection to venue in, those courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this Section may not apply to you only to the extent that local law conflicts with this Section.

We may: (a) modify, impose limits on, replace, upgrade, update, suspend, or stop providing all or part of our Website or public demonstrations at any time; (b) charge, modify, or waive any fees required to use the Services, subject to Section 6; or (c) offer opportunities to some or all users of the Services. For Services provided under an Order Form, we will not materially reduce the functionality you have paid for during the current term except as permitted by the Order Form, where required by law, or to address a security risk, abuse or a change by a Third-Party Service that is outside our control, in which case we will give you as much notice as is reasonably practicable. All modifications and additions to the Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by Augova in writing.

We may suspend or terminate your access to the Services if you materially breach these Terms, if your use of the Services poses a security or legal risk, or as otherwise permitted by an Order Form. You may stop using the Website and public demonstrations at any time; termination of a paid engagement follows its Order Form. On termination, Sections 4(c), 4(e), 5, 6 (for amounts owing), 9, 10, 11, 12, 13 and 16 survive, and data return and deletion follow the Order Form and the Data Processing Addendum.

You are responsible for compliance with Canadian export controls and economic sanctions, including the Export and Import Permits Act, the Special Economic Measures Act and the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), and with any other export control and sanctions laws that apply to your use of the Services, including those of the United States. You represent and warrant that you are not located in a country or territory that is subject to comprehensive sanctions or trade embargoes imposed by Canada or the United States, that you are not identified on any Canadian or United States government list of sanctioned or restricted persons, and that you will comply fully with all export laws and regulations and international trade laws applicable to your use of the Services.

(a) Augova’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms, together with any Supplemental Terms, reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties relating to that subject matter. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, reorganization or sale of all or part of our business. Communications and transactions between us may be conducted electronically.

(b) The section titles in these Terms are for convenience only and have no legal or contractual effect. Lists of examples following “including” or “e.g.” or similar words are not exhaustive (that is, they are interpreted to include “without limitation”). All monetary amounts are expressed in Canadian dollars unless an Order Form says otherwise. URLs are understood to also refer to successor URLs, URLs for localized content, and information or resources linked from within the websites at the specified URLs. The word “or” will be deemed an inclusive “or”. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont exigé que ces conditions et tous les documents connexes soient rédigés en anglais.

(c) If any portion of these Terms is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact on the remainder of these Terms; and (iii) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

(d) Neither party is liable for a delay or failure to perform (other than an obligation to pay) caused by events beyond its reasonable control, including outages of Third-Party Services, telecommunications or internet failures, natural disasters, labour disputes or acts of government.

(e) If you have a question or complaint regarding the Services, please send an email to [email protected]. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us.