VocaIQ | AI Voice Agents for Business

Effective Date: April 18, 2026
Version: 1.1
Company: 2845341 Ontario Inc. (VocaIQ)

These Terms of Service ("Terms") constitute a legally binding agreement between 2845341 Ontario Inc. (operating as VocaIQ, "we", "us", or "our") and the business entity or individual ("Customer", "you") accessing or using the VocaIQ AI voice agent platform, including the website at https://vocaiq.ai and the application at https://app.vocaiq.ai (collectively, the "Services"). By creating an account, clicking "I Agree", or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Acceptable Use Policy, and our Data Processing Addendum, each incorporated herein by reference.

1. Eligibility and Authority

You must be at least 18 years of age and have the legal capacity and authority to enter into binding contracts on behalf of your organisation. By accepting these Terms, you represent and warrant that (a) you meet these requirements, (b) your organisation is a validly formed legal entity in good standing, and (c) you are authorised to bind your organisation to these Terms.

2. Account Registration and Security

You agree to provide accurate, current, and complete information during registration and to keep it updated. You are responsible for maintaining the confidentiality of your account credentials and for all activities occurring under your account. You must notify us immediately at [email protected] if you suspect any unauthorised access. We reserve the right to suspend or terminate accounts where we have reason to believe credentials have been compromised or these Terms violated.

3. Subscriptions, Billing, and Payment

Subscription plans: VocaIQ offers paid subscription tiers as described on our pricing page at https://vocaiq.ai/pricing. Current plans are billed monthly in advance.
Payment processor: All payments are processed by Stripe. By subscribing, you authorise Stripe to charge your payment method on a recurring basis.
Overages: Minutes or usage consumed beyond your plan's included allocation are billed at the per-unit rate shown for your plan at the end of each billing cycle.
Cancellation: You may cancel at any time through your account dashboard. Cancellation takes effect at the end of your current billing period. We do not provide refunds for partial months or unused time.
Price changes: We will provide at least 30 days' written notice before changing subscription prices. Continued use after the notice period constitutes acceptance of the new pricing.
Taxes: Prices are exclusive of applicable taxes (including HST/GST). You are responsible for all applicable taxes in your jurisdiction.

4. Free Trials and Beta Programs

We may offer free trials or beta access at our sole discretion. Such access is provided "as is" without warranty and may be modified or terminated at any time. Liability during free trials or unpaid arrangements is capped at CAD $100.

5. Acceptable Use

Your use of the Services is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference and sets out prohibited content, prohibited conduct, prohibited industries, and prohibited technical acts. A violation of the Acceptable Use Policy is a material breach of these Terms and may result in immediate suspension or termination without refund.

6. Customer Compliance with Laws

CUSTOMER COMPLIANCE WITH APPLICABLE LAWS.

Customer is solely responsible for ensuring that its use of the Services complies with all applicable laws and regulations, including but not limited to:

(a) The Telephone Consumer Protection Act (TCPA) and regulations promulgated thereunder;
(b) The Telemarketing Sales Rule (TSR);
(c) Canada's Anti-Spam Legislation (CASL);
(d) The Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy laws;
(e) All applicable call recording consent laws, including two-party and all-party consent requirements in applicable jurisdictions;
(f) State and provincial telemarketing and do-not-call laws;
(g) Any laws requiring disclosure of AI-generated voice or automated calling systems at the beginning of a call.

If consumer consent is required under applicable laws to place calls using VocaIQ's technology, Customer is required to obtain and document proof of the required level of consent for each consumer contacted. Such documentation must be preserved for at least five (5) years. 2845341 Ontario Inc. retains the right to audit Customer's use of the Services to ensure compliance with applicable laws.

Customers using AI voice for outbound calls must ensure their systems scrub phone numbers against applicable federal, provincial, and Customer-specific Do-Not-Call lists no less frequently than every thirty-one (31) days. For further guidance, see our TCPA/CASL Compliance Guide.

7. Intellectual Property and Customer Content

CUSTOMER CONTENT OWNERSHIP. Customer retains ownership of all content Customer submits, uploads, or provides to the Services, including call recordings, transcripts, prompts, and configuration data ("Customer Content"). 2845341 Ontario Inc. does not claim any ownership of Customer Content.

LIMITED LICENSE FROM CUSTOMER. Customer grants 2845341 Ontario Inc. a limited, non-exclusive, royalty-free license to process, store, and use Customer Content solely for the purpose of providing the Services to Customer during the term of this Agreement.

AGGREGATED DATA. 2845341 Ontario Inc. may collect and use aggregated and de-identified data derived from Customer's use of the Services for purposes of operating, improving, and developing the Services, provided such data cannot reasonably be used to identify Customer or any individual caller or end user.

NO TRAINING ON IDENTIFIABLE CUSTOMER DATA. 2845341 Ontario Inc. will not use identifiable Customer Content (including call recordings or transcripts containing personal information of callers) to train generalised AI or machine learning models without Customer's express written consent. Customer may opt out of any non-essential data processing by contacting [email protected].

COMPETING SERVICES. Customer shall not use AI-generated outputs, voices, or content produced by the Services to train, improve, or develop models or services that compete with VocaIQ.

{{company_trade_name|upper}} PLATFORM IP. 2845341 Ontario Inc. retains all rights, title, and interest in the Services, platform, models, algorithms, and all derivative works thereof. Nothing in these Terms transfers any ownership in the platform to Customer.

8. High-Risk Use Prohibition

HIGH-RISK USE PROHIBITION.

The Services are not designed, certified, or intended for use in connection with medical diagnosis, emergency response, aviation, nuclear operations, financial advice, legal advice, or other inherently dangerous or safety-critical applications. 2845341 Ontario Inc. disclaims all liability for any use of the Services in such contexts. AI-generated outputs should not be relied upon as a substitute for professional advice of any kind, including but not limited to legal, medical, financial, or emergency services advice.

9. AI Hallucination Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND {{company_legal_name|upper}} MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

{{company_legal_name|upper}} DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, AND ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED.

{{company_legal_name|upper}} DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH THE USE OF THE SERVICES. CERTAIN COMPONENTS OF THE SERVICE ARE BASED ON ARTIFICIAL INTELLIGENCE AND LARGE LANGUAGE MODELS THAT MAY CONTAIN BUGS, MAKE ERRORS, PRODUCE INACCURATE OUTPUTS (COMMONLY KNOWN AS "HALLUCINATIONS"), OR MISINTERPRET REQUESTS OR SPEECH. {{company_legal_name|upper}} DOES NOT REPRESENT OR WARRANT THAT ANY OR ALL REQUESTS, CALLS, OR SPEECH WILL BE UNDERSTOOD OR THAT HUMAN INTERVENTION WILL NOT BE REQUIRED.

THE ENTIRE RISK ASSOCIATED WITH THE SERVICES' USE SHALL BE BORNE SOLELY BY CUSTOMER.

10. Limitation of Liability

{{company_legal_name|upper}} WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE {{liability_cap_fees_months|upper}} IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR (B) CAD $100 IF YOU ARE USING THE SERVICES UNDER A FREE TRIAL, PILOT, BETA PROGRAM, OR OTHER UNPAID ARRANGEMENT.

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO CUSTOMER'S INDEMNIFICATION OBLIGATIONS, BREACH OF THE ACCEPTABLE USE POLICY, VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, OR CUSTOMER'S OBLIGATIONS REGARDING CONSENT AND CALL RECORDING COMPLIANCE.

11. Indemnification

CUSTOMER INDEMNIFICATION. Customer agrees to indemnify, defend, and hold harmless 2845341 Ontario Inc., its officers, directors, employees, agents, and third parties from any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) Customer's use or misuse of the Services; (b) Customer's violation of these Terms; (c) Customer's violation of any rights of a third party; (d) Customer's violation of any applicable laws or regulations, including the TCPA, CASL, PIPEDA, or any call recording consent laws; or (e) Customer's failure to obtain required consents from callers or third parties. This indemnification expressly covers any regulatory fines arising from Customer's improper or unlawful use of the Services.

{{company_trade_name|upper}} INDEMNIFICATION. 2845341 Ontario Inc. will defend Customer against any claim brought by a third party that the Services, as provided by 2845341 Ontario Inc. and used in accordance with this Agreement, infringe or misappropriate such third party's intellectual property rights. 2845341 Ontario Inc. shall have no obligation under this Section to the extent the alleged infringement arises from (a) modifications to the Services not made by 2845341 Ontario Inc., (b) combination of the Services with third-party products not provided by 2845341 Ontario Inc., (c) Customer's use of the Services in breach of this Agreement, or (d) use of an outdated version of the Services where use of a current version would have avoided the claim.

12. Term and Termination

These Terms commence on the date you first access or use the Services and continue until terminated. Either party may terminate these Terms for convenience upon written notice. We may suspend or terminate your access immediately upon written notice if you materially breach these Terms and fail to cure such breach within 10 days of notice (or immediately for breaches of the Acceptable Use Policy or applicable law). Upon termination:

Your right to use the Services ceases immediately.
Customer Data remains available for export for 30 days following the termination date.
Production system deletion occurs within 60 days after the export window.
Backup copies are purged within 90 days.
Customer is solely responsible for exporting any data it wishes to retain before the export window closes.
No refunds are issued for prepaid but unused subscription time except where required by applicable law.

Sections 6, 7, 9, 10, 11, 13, 14, 15, 16, and 17 survive termination.

13. Data Processing

To the extent 2845341 Ontario Inc. processes personal data on behalf of Customer as a data processor, the Data Processing Addendum governs such processing and is incorporated into these Terms by reference. Our privacy practices are further described in our Privacy Policy.

14. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the disclosure ("Confidential Information"). Each party will use Confidential Information only for the purpose of performing obligations under these Terms and will protect it with at least the same degree of care used to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, or was independently developed without use of the disclosing party's Confidential Information.

16. Governing Law, Arbitration, and Class Action Waiver

These Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict-of-law principles.

Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved through good-faith negotiation within 30 days shall be finally resolved by binding arbitration administered by the ADR Institute of Canada (ADRIC) in accordance with its Arbitration Rules. The seat of arbitration shall be Toronto, Ontario, Canada. Proceedings shall be conducted in English. The arbitrator's decision shall be final and binding and may be enforced in any court of competent jurisdiction.

CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL PROCEEDINGS SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. CUSTOMER WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION AGAINST {{company_legal_name|upper}}.

Exceptions. Either party may seek interim or injunctive relief from a court of competent jurisdiction in Toronto, Ontario without first submitting to arbitration where necessary to prevent irreparable harm.

17. General Provisions

Entire agreement: These Terms, the Acceptable Use Policy, the Data Processing Addendum, and the Privacy Policy constitute the entire agreement between the parties regarding the Services and supersede all prior agreements or understandings.
Severability: If any provision of these Terms is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.
Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of future enforcement rights.
Assignment: Customer may not assign or transfer these Terms without our prior written consent. 2845341 Ontario Inc. may assign these Terms in connection with a merger, acquisition, or sale of assets upon notice to Customer.
Notices: Legal notices to 2845341 Ontario Inc. must be sent to [email protected]. Notices to Customer will be sent to the email address registered on the account.
Force majeure: Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including acts of God, Internet outages, telecommunications failures, or government actions.
Language: These Terms are written in English. In the event of conflict with any translation, the English version prevails.

Contact

For legal or contractual inquiries, please contact:

2845341 Ontario Inc. - Legal
Email: [email protected]
Address: 215 Daffodil Court
Website: https://vocaiq.ai

15. Dispute Resolution; Binding Arbitration

IMPORTANT NOTICE - PLEASE READ CAREFULLY: This Section 15 contains a binding arbitration agreement, a class action and class arbitration waiver, and other provisions that affect your legal rights. Arbitration is generally a more informal, less expensive, and faster process than litigation. By agreeing to arbitration, you waive certain rights including the right to a court trial and the right to appeal. UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS AS SET FORTH IN SECTION 15.3, ALL DISPUTES WILL BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING.

15.1 Pre-Arbitration Resolution

Before initiating arbitration, the claiming party must provide written notice of the dispute to the other party. The notice must describe the nature of the dispute and the relief sought. The parties will negotiate in good faith to resolve the dispute for 30 days following receipt of such notice. If the dispute is not resolved within that period, either party may initiate arbitration as provided below.

15.2 Binding Arbitration Agreement

Except as provided in Section 15.4 (Carveouts), all disputes, claims, and controversies arising out of or related to these Terms, the DPA, the AUP, or your use of the VocaIQ platform ("Disputes") that are not resolved pursuant to Section 15.1 shall be submitted to and resolved by binding arbitration administered by the ADR Institute of Canada, Inc. ("ADRIC") pursuant to the ADRIC Arbitration Rules in effect at the time of the arbitration. The seat of arbitration shall be Toronto, Ontario. The language of the arbitration shall be English, provided that either party may request that the arbitration be conducted bilingually in English and French. The arbitrator shall have authority to grant any remedy or relief that would be available in a court of competent jurisdiction in Ontario, subject to these Terms.

The number of arbitrators shall be one (1) for Disputes involving amounts in controversy of less than CAD $500,000, and three (3) for Disputes involving amounts of CAD $500,000 or more. Arbitrators shall be appointed in accordance with the ADRIC Arbitration Rules.

The arbitrator's award shall be final, binding, and non-appealable except on the grounds set forth in the Arbitration Act, 1991 (Ontario). Judgment on the award may be entered in any court of competent jurisdiction.

15.3 Opt-Out Right

You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice to 2845341 Ontario Inc., 215 Daffodil Court, Attention: Legal - Arbitration Opt-Out, or by email to [email protected] with subject line "Arbitration Opt-Out." Your opt-out notice must include your name, the email address associated with your account, and a clear statement that you are opting out of arbitration. If you opt out, all Disputes will be resolved in the courts of competent jurisdiction in Ontario as set forth in Section 15.6.

15.4 Carveouts from Arbitration

Notwithstanding Section 15.2, either party may seek the following relief in any court of competent jurisdiction without first complying with Section 15.1 or 15.2:

Injunctive, emergency, or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights (including patents, copyrights, trademarks, trade secrets, and other proprietary rights);
Emergency interim relief pending the constitution of the arbitral tribunal;
Enforcement of an arbitral award;
Claims that qualify for resolution in Small Claims Court in the jurisdiction where you reside.

15.5 Class Action and Representative Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, REPRESENTATIVE, OR MASS ACTION OR PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. If a court or arbitrator determines that this class action waiver is unenforceable in whole or in part with respect to any particular claim, then only that particular claim or portion of that claim shall proceed in court; all other Disputes shall proceed in arbitration on an individual basis.

15.6 Governing Law and Courts

These Terms, the DPA, and the AUP are governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict of law principles. If Section 15.2 does not apply to a Dispute (including because you have opted out of arbitration or the Dispute falls within a carveout), the parties consent to the exclusive jurisdiction of the courts of Ontario sitting in Toronto, Ontario for resolution of that Dispute, and each party irrevocably waives any objection to venue in those courts.

15.7 Consistency Across Documents

This Section 15 applies to Disputes arising under the Terms of Service, the Data Processing Agreement, and the Acceptable Use Policy. In the event of any conflict between the dispute resolution provisions of those documents, this Section 15 governs, except that Disputes arising exclusively from the DPA regarding regulatory enforcement or data subject rights may be resolved separately as provided in the DPA.