Terms of Service

1. Acceptance of Terms

By accessing or using Inputly.AI's restaurant automation platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these terms, you may not access the Service.

These Terms apply to all users of the Service, including restaurant owners, managers, staff members, and customers who interact with our platform through voice ordering or other channels.

2. Description of Service

2.1 Platform Overview

Inputly.AI provides an artificial intelligence-powered restaurant automation platform that includes:

• Voice ordering system with natural language processing

• Smart menu management and dynamic pricing

• Order processing and customer service automation

• Analytics and business intelligence tools

• Integration with point-of-sale systems and third-party services

• Mobile applications for restaurant management

2.2 Service Availability and Hosting

Our Service is hosted on Microsoft Azure cloud infrastructure. While we strive to provide 99.9% uptime, we cannot guarantee uninterrupted service. The Service is provided "as is" and "as available."

YOU ACKNOWLEDGE AND ACCEPT THAT:

• Service downtime may occur due to Azure infrastructure issues, maintenance, updates, or technical problems

• We will make reasonable efforts to restore service as soon as possible (ASAP) but provide no guaranteed timeframes

• Temporary outages, slowdowns, or service degradation may occur without prior notice

• Scheduled maintenance will be announced when possible, but emergency maintenance may be performed without notice

• Third-party service dependencies (Azure, payment processors, telephony providers) may cause service interruptions

• We are not liable for any losses, damages, or business interruptions caused by service downtime

2.3 Call Recording and Quality Assurance

IMPORTANT NOTICE: All telephone calls to and through our voice ordering system may be recorded, monitored, and analyzed for the following purposes:

• Quality assurance and service improvement

• Training our AI models and improving accuracy

• Resolving customer disputes or order discrepancies

• Compliance with legal and regulatory requirements

• Security and fraud prevention

By using our Service, you and your customers consent to such recording and monitoring. It is your responsibility to inform your customers that calls may be recorded. We retain call recordings in accordance with our Privacy Policy and applicable law.

2.4 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of the Service with reasonable notice. We will notify users of significant changes that may affect their business operations.

3. User Accounts and Registration

3.1 Account Creation

To use our Service, you must:

• Be at least 18 years old and legally capable of entering contracts

• Provide accurate and complete registration information

• Represent a legitimate restaurant or food service business

• Maintain the security and confidentiality of your account credentials

3.2 Account Responsibility

You are responsible for:

• All activities that occur under your account

• Maintaining accurate account information

• Immediately notifying us of any unauthorized use

• Securing your login credentials and API keys

3.3 Account Termination

Either party may terminate an account with 30 days' notice. We may immediately suspend or terminate accounts that violate these Terms or pose security risks.

4. Acceptable Use Policy

4.1 Permitted Use

You may use the Service only for legitimate restaurant business purposes in compliance with all applicable laws and regulations.

4.2 Prohibited Activities

You agree not to:

• Use the Service for any illegal activities or purposes

• Violate any local, provincial, federal, or international laws

• Transmit harmful, offensive, or inappropriate content

• Attempt to gain unauthorized access to our systems

• Reverse engineer, decompile, or attempt to extract source code

• Use the Service to spam or send unsolicited communications

• Interfere with or disrupt the Service or servers

• Create false or misleading menu items or pricing

• Violate food safety or health regulations

4.3 Food Safety Compliance

You are solely responsible for compliance with all food safety regulations, health codes, and licensing requirements. We do not monitor or enforce food safety compliance.

5. Payment Terms and Billing

5.1 Subscription Fees and Currency

Service fees are billed monthly or annually as selected during registration. All fees are in United States Dollars (USD) unless otherwise specified.

Taxes: All prices are subject to applicable taxes including GST/HST (for Canadian customers), sales tax, VAT, or other applicable taxes based on your location. Taxes will be calculated and added at checkout.

5.2 Trial Pack - Special Terms

The Trial Pack is a one-time offer priced at $100 USD total (plus applicable taxes), which includes:

• $50 USD for 125 minutes of voice ordering service - 100% REFUNDABLE if you are unsatisfied with the service

• $50 USD for one-time setup and AI model training - NON-REFUNDABLE (covers restaurant onboarding, menu import, AI training, and system configuration)

5.3 Minutes Usage and Billing

IMPORTANT: Understanding Your Minutes

• Minute Rounding: All call durations are rounded UP to the next whole minute. There is NO partial minute billing. For example, a 2 minute 15 second call is billed as 3 minutes.

• Minutes Rollover (CUSTOMER BENEFIT): Unused minutes ROLL OVER to the next month! You never lose unused minutes. Each billing cycle, new minutes are ADDED to your existing balance, not replaced.

• Monthly Addition: At the beginning of each billing cycle, your plan's monthly minute allocation is ADDED to your current balance. For example: If you have 250 unused minutes and your plan includes 750 minutes/month, your new balance becomes 1,000 minutes.

• Overage Protection: Because minutes roll over, you're unlikely to run out. If you do exceed your available balance, you may purchase top-up minutes anytime.

5.4 Payment Processing

• Fees are automatically charged to your designated payment method

• Failed payments may result in immediate service suspension

• You authorize us to charge applicable taxes (GST/HST, PST)

• Late payments may incur additional charges and service interruption

5.5 Subscription Refunds and Cancellations

Regular Subscription Plans:

• You must cancel at least 30 days in advance of your next billing date

• NO PARTIAL REFUNDS for unused time or minutes during the current billing period

• Service continues until the end of the current paid billing cycle after cancellation

• Annual subscriptions are non-refundable after 30 days from initial purchase

• Setup fees, onboarding fees, and one-time charges are always non-refundable

• Approved refunds are processed within 30 business days

5.6 Price Changes

We may change subscription fees with 60 days' written notice. Price increases do not apply to existing annual subscriptions until renewal.

6. Data Ownership and Privacy

6.1 Your Data

You retain ownership of all restaurant data, customer information, and content you submit to our Service. We process this data in accordance with our Privacy Policy.

6.2 Data License

You grant us a limited license to use your data solely for providing the Service, including:

• Processing orders and customer requests

• Providing analytics and insights

• Improving our AI systems (using anonymized data)

• Ensuring service security and compliance

6.3 Data Protection

We implement appropriate technical and organizational measures to protect your data in accordance with Canadian privacy laws and industry best practices.

6.4 Data Portability

Upon termination, we will provide your data in a standard format within 30 days. Data is permanently deleted after 90 days unless legal retention is required.

7. Intellectual Property Rights

7.1 Our Intellectual Property

The Service and all related technology, including software, algorithms, designs, and documentation, are owned by Inputly.AI and protected by Canadian and international intellectual property laws.

7.2 Limited License

We grant you a limited, non-exclusive, non-transferable license to use the Service during your subscription period, subject to these Terms.

7.3 Trademark Usage

You may display Inputly.AI branding in connection with our Service, following our brand guidelines. This license terminates upon account closure.

7.4 Feedback and Suggestions

Any feedback, suggestions, or ideas you provide may be used by us without restriction or compensation.

8. Warranties and Disclaimers

8.1 Service Warranties

We warrant that:

• The Service will function substantially as described

• We will provide the Service with reasonable skill and care

• Our staff will be appropriately qualified

8.2 Disclaimers

Except as expressly stated, the Service is provided "AS IS" without warranties of any kind. We disclaim all implied warranties including:

• Merchantability and fitness for a particular purpose

• Non-infringement of third-party rights

• Uninterrupted or error-free operation

• Accuracy of AI-generated content

8.3 AI System Limitations

IMPORTANT: Our services are powered entirely by artificial intelligence (AI) models and machine learning systems. While we strive for accuracy, AI systems can and do make mistakes. By using this Service, you acknowledge and accept that:

• AI may misinterpret customer orders, resulting in incorrect items, quantities, or modifications

• Menu data imported or processed by AI may contain errors, incorrect pricing, or inaccurate descriptions

• Voice recognition may misunderstand spoken words, names, addresses, or special instructions

• AI-generated responses may be inappropriate, incorrect, or fail to meet customer expectations

• System outputs should be verified before relying on them for critical business decisions

8.4 No Liability for AI Errors or Customer Service Issues

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT INPUTLY AI INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, CONTRACTORS, FAMILY MEMBERS, HEIRS, AND PERSONAL ASSETS SHALL NOT BE HELD LIABLE FOR:

• Wrong orders placed by customers through the AI system

• Incorrect menu data, pricing, or product descriptions

• Misunderstood customer requests or special instructions

• Food quality, preparation, safety, or delivery issues

• Customer dissatisfaction with orders placed through the Service

• Any losses, damages, or disputes arising from customer interactions

• Business interruptions, lost sales, or revenue impacts

• Reputational damage from AI errors or system failures

8.5 Service Provider Role

Inputly AI Inc. is a SERVICE PROVIDER ONLY. We provide technology tools and platforms but do not control, verify, or take responsibility for:

• The accuracy of menu information you provide

• The quality or safety of food you serve to customers

• Your compliance with health, safety, and licensing regulations

• Customer satisfaction with your products or services

• The final fulfillment of orders placed through the system

You remain solely responsible for all aspects of your restaurant operations, customer service, and regulatory compliance.

9. Limitation of Liability and Indemnification

9.1 Maximum Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF INPUTLY AI INC. AND ALL ASSOCIATED PARTIES (INCLUDING OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, CONTRACTORS, FAMILY MEMBERS, HEIRS, AND PERSONAL ASSETS) FOR ANY AND ALL CLAIMS RELATING TO THE SERVICE IS STRICTLY LIMITED TO THE LESSER OF:

• (a) The amount you paid us in the 12 months preceding the claim, OR

• (b) $100 CAD

This limitation applies regardless of the legal theory under which liability is asserted, including contract, tort, negligence, strict liability, or otherwise.

9.2 Excluded Damages

UNDER NO CIRCUMSTANCES SHALL INPUTLY AI INC. OR ANY ASSOCIATED PARTIES BE LIABLE FOR ANY:

• Indirect, incidental, special, exemplary, punitive, or consequential damages

• Lost profits, revenue, sales, or business opportunities

• Business interruption or operational downtime

• Data loss, corruption, or unauthorized access

• Reputational damage or loss of goodwill

• Customer complaints, refunds, or chargebacks

• Third-party claims or lawsuits

• Costs of substitute services or systems

• Personal injury or property damage (except where prohibited by law)

These exclusions apply even if we have been advised of the possibility of such damages.

9.3 Comprehensive User Indemnification

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS INPUTLY AI INC. AND ALL ASSOCIATED PARTIES (INCLUDING BUT NOT LIMITED TO OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, CONTRACTORS, CONSULTANTS, AGENTS, FAMILY MEMBERS, HEIRS, SUCCESSORS, ASSIGNS, AND PERSONAL ASSETS) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND LEGAL COSTS) ARISING FROM OR RELATING TO:

• Your use or misuse of the Service

• Any violation of these Terms

• Food safety violations, contamination, or foodborne illnesses

• Health code violations or regulatory non-compliance

• Customer disputes, complaints, or dissatisfaction

• Wrong orders, pricing errors, or menu inaccuracies

• Personal injuries or property damage to customers

• Allergic reactions or dietary restriction violations

• Discrimination, harassment, or illegal conduct by your staff

• Privacy violations or data breaches involving customer information you control

• Infringement of third-party intellectual property rights

• Any content, data, or materials you submit to the Service

• Employment disputes with your staff

• Tax liabilities or regulatory penalties

9.4 Protection of Personal Assets

The limitations and protections in this Section 9 extend to protect the personal assets, family members, heirs, and estates of all individuals associated with Inputly AI Inc. No personal liability shall attach to any individual for corporate obligations or Service-related claims.

9.5 Customer Disputes and Third-Party Claims

ABSOLUTE DISCLAIMER OF LIABILITY FOR CUSTOMER-RELATED CLAIMS:

You expressly agree that Inputly AI Inc. and all associated parties SHALL NOT BE RESPONSIBLE, LIABLE, OR HELD ACCOUNTABLE in any way for:

• Customer Lawsuits: Any lawsuit, claim, or legal action brought by your customers for ANY reason whatsoever, including but not limited to wrong orders, food quality, allergic reactions, injuries, discrimination, or any other customer complaint

• Restaurant Operations: Any aspect of your restaurant operations, food preparation, ingredient sourcing, food safety, hygiene, staff conduct, or service delivery

• Order Fulfillment: Wrong items delivered, incorrect quantities, missing items, late deliveries, cold food, or any quality issues with fulfilled orders

• Health & Safety: Food poisoning, contamination, allergic reactions, injuries from hot food/beverages, choking hazards, or any health-related incidents

• Dietary Issues: Undisclosed allergens, incorrect dietary information, religious/cultural food restrictions violations, vegan/vegetarian errors

• Pricing Disputes: Overcharging, price discrepancies, unauthorized charges, failed transactions, payment disputes, chargebacks

• Customer Data: Customer privacy violations, data breaches of customer information YOU control, unauthorized marketing, spam complaints

• Discrimination Claims: Any claims of discrimination, harassment, or civil rights violations by your staff or business

• Regulatory Violations: Health code violations, licensing issues, tax liabilities, labor law violations, business permit issues

• Third-Party Claims: Claims by delivery drivers, suppliers, landlords, employees, or any other third parties related to your business

9.6 Complete Severance of Liability

YOU ACKNOWLEDGE AND AGREE THAT:

• We are a technology service provider ONLY and have NO control over, responsibility for, or involvement in your actual restaurant operations

• You are 100% responsible for ALL aspects of customer service, food preparation, safety, quality, and regulatory compliance

• We do NOT verify, validate, or guarantee the accuracy of any menu information, pricing, or product descriptions

• We are NOT a party to any transaction between you and your customers

• If a customer sues you for ANY reason, we SHALL NOT be joined as a defendant, co-defendant, or third-party defendant

• You will defend, indemnify, and hold us harmless from ANY customer claim, regardless of merit or validity

• We shall have NO obligation to participate in your legal defense or contribute to any settlements or judgments

9.7 Insurance Requirement

You are STRONGLY ADVISED to maintain comprehensive general liability insurance, product liability insurance, and errors & omissions insurance for your restaurant operations. Our Service does not provide any insurance coverage for your business activities or customer claims.

9.8 Waiver of All Claims Against Service Provider

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY WAIVE, RELEASE, AND FOREVER DISCHARGE any and all claims, causes of action, or liability against Inputly AI Inc. and all associated parties for:

• Any damages, losses, or injuries arising from customer interactions or transactions

• Any regulatory penalties, fines, or sanctions imposed on your business

• Any reputational damage, negative reviews, or loss of customer goodwill

• Any contribution, indemnity, or subrogation claims from third parties

• ANY AND ALL other claims of any nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed

10. Termination

10.1 Termination by You

You may terminate your account at any time with 30 days' written notice. You remain responsible for all charges incurred before termination.

10.2 Termination by Us

We may terminate or suspend your account immediately if you:

• Violate these Terms

• Fail to pay required fees

• Engage in fraudulent or illegal activities

• Pose a security risk to our systems or other users

10.3 Effect of Termination

Upon termination:

• Your access to the Service will be immediately suspended

• We will provide data export options for 30 days

• All licenses granted to you will terminate

• You must pay all outstanding charges

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms are governed by the laws of British Columbia, Canada, without regard to conflict of law principles. Any disputes will be subject to the exclusive jurisdiction of the courts of British Columbia.

11.2 Dispute Resolution Process

1. Direct Negotiation: Attempt to resolve disputes through good-faith negotiation

2. Mediation: If negotiation fails, participate in mediation before litigation

3. Arbitration: For disputes over $10,000 CAD, binding arbitration may be required

11.3 Class Action Waiver

You agree to resolve disputes individually and waive any right to participate in class action lawsuits.

12. Comprehensive Liability Waiver and Hold Harmless

12.1 Scope of Protection

This comprehensive waiver and release applies to:

• ALL claims, whether based in contract, tort, negligence, strict liability, statute, regulation, or any other legal theory

• ALL damages, including direct, indirect, incidental, consequential, exemplary, punitive, or special damages

• ALL causes of action, whether currently known or unknown, suspected or unsuspected

• ALL time periods, past, present, and future

• ALL jurisdictions worldwide

12.2 Severability and Survival

If any court finds any provision of this waiver unenforceable, ALL other provisions remain in full force and effect. This waiver survives termination of service, bankruptcy, business closure, or any other event.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional service agreements, constitute the entire agreement between you and Inputly.AI.

13.2 Amendments

We may modify these Terms with 30 days' notice. Material changes will be highlighted. Continued use of the Service constitutes acceptance of modified Terms.

13.3 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force and effect.

13.4 Assignment

You may not assign or transfer your rights under these Terms without our written consent. We may assign our rights and obligations to any affiliate or successor entity.

13.5 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond their reasonable control, including natural disasters, government actions, or technical failures.

13.6 Survival

Provisions regarding payment, intellectual property, confidentiality, and limitation of liability survive termination of these Terms.

14. Corporate Information and Protected Parties

14.1 Business Entity

Inputly AI Inc. is a registered business incorporated in British Columbia, Canada, with its principal office located in Surrey, BC, Canada.

14.2 Protected Parties

All protections, limitations of liability, and indemnifications in these Terms extend to and protect:

• Inputly AI Inc. and all subsidiary companies

• All officers, directors, and board members

• All employees, contractors, and consultants

• All shareholders and equity holders

• All affiliates, partners, and related entities

• Family members, spouses, and dependents of the above

• Heirs, successors, and assigns of the above

• Personal assets of all individuals associated with Inputly AI Inc.

No action, claim, or lawsuit may pierce the corporate veil or attach personal liability to any individual.

14.3 Contact Information

For questions about these Terms or to report violations, contact our Legal Department: