Terms of Service.

01 Acceptance of these Terms

These Terms of Service (the “Terms”) form a binding agreement between Eclatira Inc. (“Eclatira”, “we”, “us”) and the entity or person that accepts them (the “Customer”, “you”). You accept these Terms by clicking “accept”, signing an order form that references them, or by accessing or using the Service.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization. The Customer is the organization, not the individual user.

If you have a separately signed agreement or order form with us that references these Terms, that signed agreement controls in case of conflict.

02 Definitions

• Service: the Eclatira voice, vision, and action AI agent platform, the dashboard, and related APIs and integrations.
• Agent: an AI agent the Customer configures and deploys through the Service.
• End Caller: a person who interacts with the Customer's Agent over voice, video, screen share, chat, or another channel the Service supports.
• Customer Data: data the Customer or its End Callers submit to the Service or that the Agent generates on the Customer's behalf, including configurations, knowledge bases, recordings, transcripts, and outputs.
• Order Form: the order document under which the Customer subscribes — either the online sign-up flow, a quote we issue, or a signed contract.
• Privacy Policy: our policy at /legal/privacy, incorporated into these Terms.

03 Pilot status

The Service is currently offered to invited customers as part of a pilot programme, with general availability planned for August 2026. While the Service is in pilot:

• Features and pricing may evolve, and we may add, remove, or change capabilities on reasonable notice.
• The Service is provided without service-level agreements (SLAs) unless your Order Form expressly grants one.
• You should treat the Service as commercially reasonable but not yet at general-availability maturity for warranty and remediation purposes.

Enterprise customers with a signed Order Form may receive specific commitments (uptime, response, remediation) in writing — those commitments control over this section to the extent of any conflict.

04 Access and accounts

You must be at least 18 years old to use the Service. You agree to keep your account credentials confidential and to be responsible for activity under your account. Notify us promptly if you suspect unauthorized use. We may suspend access to address an active security or abuse risk and will work in good faith to restore access promptly.

05 Plans, fees, and billing

Plans

The current public plans are described at /pricing. Each plan includes a monthly subscription fee, a one-time setup fee, a monthly minutes allotment, a maximum number of simultaneous calls, and a per-minute overage rate. Enterprise pricing is set in a separate Order Form.

Billing

• Subscription fees are billed monthly in advance. Setup fees are billed at signup.
• Usage in excess of plan allotments is metered per second, with no per-call rounding up, and billed in arrears at the overage rate for the active plan.
• Included minutes do not roll over month to month.
• Fees are exclusive of taxes. The Customer is responsible for applicable taxes other than Eclatira's income taxes.
• All fees are stated in the currency shown on the order. Payment is due on receipt unless the Order Form says otherwise.

Late payment

If a Customer is more than 15 days past due, we may suspend the Service after reasonable notice and may apply interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law.

Refunds

Subscription fees, setup fees, and usage fees are non-refundable except where required by law or expressly stated in an Order Form. Customers may upgrade at any time without penalty; downgrades take effect on the next billing cycle.

06 The Service

The Service includes a voice-native AI agent platform with optional vision (camera, screen share, document) and integration capabilities (telephony, CRM, booking, custom APIs). We continuously update the Service. We may add, remove, or change features and we will give reasonable notice for material changes that adversely affect Customers in production use.

07 Customer data and licence

As between Eclatira and the Customer, the Customer owns all Customer Data. The Customer grants Eclatira a non-exclusive, worldwide, royalty-free licence to host, process, transmit, and display Customer Data solely to provide and support the Service and to comply with law.

We do not use Customer Data to train, fine-tune, or improve any AI model — ours or any partner's. We do not sell Customer Data and we do not share it for marketing. Subprocessors that handle Customer Data act under written instructions and confidentiality.

Customer Data is processed in accordance with the Privacy Policy. Where required, we will sign a data processing addendum (DPA) with Customers acting as controllers of personal data.

08 Customer responsibilities

The Customer is responsible for:

• Lawful basis for every call the Agent places or receives, and for every use of vision, screen share, or document capture.
• Caller consent and disclosures required by the laws that apply to the call — including all-party consent rules where applicable. See Section 09.
• Accurate configuration of the Agent — prompts, knowledge bases, integrations, retention settings, and the actions the Agent is allowed to take.
• Industry rules: compliance with the laws and codes that govern the Customer's industry — for example, healthcare privacy laws (such as PHIPA, HIPAA where applicable to the Customer), legal-profession ethics rules, financial-services rules, accessibility rules, and consumer protection rules. Eclatira does not determine which industry rules apply to the Customer's use.
• Caller-facing notices the Customer's law requires (for example, that the caller is interacting with an AI).
• Integration credentials — their security, accuracy, and the consequences of actions taken through them.
• Acceptable use: see Section 10.
• Monitoring: reviewing the dashboard, transcripts, and audit trails for outcomes that need correction.

The Service exposes controls (configurable retention, isolated workspaces, opening-line consent announcements, action allow-lists, audit logs). The Customer is responsible for choosing and applying those controls correctly for its situation.

09 Caller consent and recording

Recording and capture behaviour is configurable per Agent and per channel. Where local law requires it, the Agent can deliver an opening-line consent announcement before recording begins. The Customer is solely responsible for determining which consent regime applies to each call and for selecting an appropriate setting.

Eclatira does not give the Customer legal advice on consent requirements. The Customer represents and warrants that every call placed or received through the Service complies with applicable law, including any consent and disclosure requirements relating to recording, AI use, and data collection from End Callers.

10 Acceptable use

The Customer must not, and must not allow anyone using its account to:

• Use the Service to violate any law, including telemarketing laws (such as Canadian Anti-Spam Legislation, the U.S. TCPA, and applicable Do-Not-Call rules), wiretap laws, sanctions, or fraud laws.
• Place outbound calls without the lawful basis or consent the call requires.
• Impersonate a person or organization the Customer is not authorized to represent, or use voices or likenesses without rights.
• Configure the Agent to deceive End Callers about its nature where such deception is unlawful.
• Use the Service to harass, abuse, threaten, or defraud End Callers.
• Process the personal information of children, or sensitive categories of personal information, without an appropriate lawful basis.
• Reverse engineer the Service, probe its security except under a written authorisation, attempt to extract model weights, or interfere with other tenants.
• Use the Service to build a competing product, to benchmark the Service for public disclosure without our consent, or to circumvent usage limits or security controls.
• Upload malware, scrape the Service, or use it in a way that imposes an unreasonable load.

We may suspend or terminate accounts that violate this section after reasonable notice, or immediately for active harm.

11 AI outputs and autonomous actions

The Service includes generative AI. AI outputs — including transcripts, answers, summaries, classifications, and content generated by the Agent — can be incorrect, incomplete, or misleading. AI vision outputs (such as ID matches, document reads, or scene interpretations) are not authoritative and must not be relied on as the sole basis for decisions with legal, financial, medical, or safety consequences.

The Service can take autonomous actions on the Customer's integrations — for example, checking availability, creating reservations, taking payments through a Customer-supplied processor, sending confirmations, or updating CRM records. The Customer chooses what actions the Agent is allowed to take and is responsible for the consequences of those actions. The Customer must:

• Review the Agent's configuration, prompts, and action allow-lists before deploying.
• Set monetary, transactional, and rate limits where appropriate.
• Monitor outcomes and reverse mistaken actions through the relevant integration.
• Maintain accurate data in connected systems — calendars, inventories, CRMs, payment processors.

Eclatira is not liable for losses arising from the Customer's configuration choices, from inaccurate data in the Customer's connected systems, or from reliance on AI outputs in regulated contexts where independent human review is required by law or by good practice.

12 Integrations and third-party services

The Service connects to third-party services the Customer chooses (for example, telephony carriers, CRMs, calendar systems, booking engines, payment processors). Those third-party services are operated by their own providers under their own terms. Eclatira is not responsible for outages, errors, or terms changes on third-party services. The Customer is responsible for its agreements with those providers and for any fees they charge.

13 Confidentiality

Each party may receive non-public information from the other (“Confidential Information”). Confidential Information must be used only to perform under these Terms and protected with at least the same care a reasonable party uses for its own confidential information, and not less than reasonable care. Confidential Information may be shared with employees, advisors, and subprocessors who need to know and are bound to comparable confidentiality.

Confidential Information does not include information that is or becomes public without breach, was known to the receiving party without restriction, was independently developed without use of the disclosing party's information, or is rightfully received from another source without restriction.

14 Intellectual property

Eclatira owns all rights in the Service, including its software, models (subject to provider rights), interfaces, documentation, and trademarks. Subject to these Terms, Eclatira grants the Customer a non-exclusive, non-transferable right to access and use the Service during the subscription term. The Customer owns Customer Data and the configurations it creates. No rights are granted by implication.

15 Feedback

If the Customer provides suggestions, feedback, or ideas about the Service, Eclatira may use them without restriction or compensation. Feedback is provided “as is” and the Customer represents it is not subject to confidentiality obligations to a third party.

16 Warranties and disclaimers

Each party represents that it has authority to enter these Terms. Eclatira will provide the Service in a professional manner consistent with industry standards.

Except as expressly stated in these Terms or in a signed Order Form, the Service is provided “as is” and “as available”. Eclatira disclaims all other warranties, express, implied, statutory, or otherwise, to the maximum extent permitted by law — including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy of AI outputs, uninterrupted operation, error-free operation, and security beyond the controls described in the Privacy Policy and on the Security page.

Eclatira does not warrant that AI outputs will be accurate or suitable for a particular use. Eclatira does not warrant that the Service will achieve a specific business outcome, conversion rate, savings figure, or call quality result. Marketing statements about typical outcomes are illustrative and not promises about a specific Customer's experience.

17 Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, lost savings, lost goodwill, or loss or corruption of data, even if advised of the possibility.

Each party's aggregate liability under or related to these Terms is limited to the fees paid or payable by the Customer to Eclatira for the Service in the twelve (12) months immediately preceding the event first giving rise to the liability.

The limitations in this Section apply to all claims and theories of liability, including contract, tort, statute, and any other legal theory, and they apply even if a remedy fails of its essential purpose. They do not apply to: (a) the Customer's payment obligations; (b) a party's indemnification obligations; (c) a party's breach of its confidentiality obligations; (d) gross negligence, fraud, or wilful misconduct; or (e) any other liability that cannot be limited under applicable law.

18 Indemnification

By the Customer. The Customer will defend, indemnify, and hold harmless Eclatira and its affiliates and their respective directors, officers, employees, and agents from and against any third-party claim and any resulting losses, damages, and reasonable legal fees arising out of or related to: (i) Customer Data, including the lawfulness of its collection, processing, and use; (ii) the Customer's configuration of the Agent and the actions the Agent took on the Customer's instructions or integrations; (iii) the Customer's breach of Section 08 (Customer responsibilities), Section 09 (Caller consent), or Section 10 (Acceptable use); (iv) the Customer's violation of any law applicable to its industry or its callers; or (v) any claim by an End Caller arising from a call placed or received through the Customer's Agent.

By Eclatira. Eclatira will defend the Customer from a third-party claim that the Service, used as permitted under these Terms, infringes that third party's intellectual property rights, and will pay damages and reasonable legal fees finally awarded by a court of competent jurisdiction or agreed in settlement. This obligation does not apply to claims arising from: Customer Data; the Customer's configurations or AI prompts; combinations of the Service with anything not provided by Eclatira; modifications to the Service not made by Eclatira; or use of the Service after Eclatira has notified the Customer to stop.

Procedure. The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defence and any settlement (provided no settlement requires admission of fault or payment by the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's expense.

19 Term and termination

The subscription term is set out in the Order Form (or, for self-serve plans, the monthly billing cycle). Either party may terminate for material breach if the other party fails to cure within 30 days of written notice. Eclatira may suspend or terminate immediately for active security risk, non-payment after reasonable notice, or violation of Section 10.

On termination, the Customer's access ends. The Customer may export Customer Data at any time before termination and for a reasonable period after, and may request deletion of Customer Data at any time. Sections that by their nature should survive termination — including 13 (Confidentiality), 14 (Intellectual property), 17 (Limitation of liability), 18 (Indemnification), 21 (Governing law and disputes), and 22 (General) — survive.

20 Changes to the Service or Terms

We may update these Terms from time to time. The version posted at this URL with the most recent “Last updated” date is the operative version. Material changes will be communicated to active Customers (for example, by email or in the dashboard) before they take effect. Continued use of the Service after a change becomes effective is acceptance of the change. If the Customer does not accept a material change, the Customer's remedy is to terminate within 30 days of notice and receive a prorated refund of any prepaid, unused subscription fees.

21 Governing law and disputes

These Terms are governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute that is not resolved informally, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

The parties will first try to resolve any dispute informally by good-faith discussion for at least 30 days before filing suit. To the extent permitted by law, the parties waive any right to a class or collective proceeding.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22 General provisions

• Entire agreement. These Terms, the Privacy Policy, and any Order Form together are the entire agreement between the parties on this subject and supersede prior discussions and proposals.
• Order of precedence. If there is a conflict, a signed Order Form controls over these Terms, and these Terms control over any other Eclatira document referenced.
• Assignment. Neither party may assign without the other's consent, except that either party may assign to an affiliate or to a successor in a merger, acquisition, or sale of substantially all assets, with notice. Any other attempted assignment is void.
• Independent contractors. The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, or employment relationship.
• No third-party beneficiaries. These Terms do not give rights to anyone other than the parties.
• Notices. Notices to Eclatira go to contact@eclatira.com. Notices to the Customer go to the address on the Order Form or in the account.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of upstream providers, internet failures, labour actions, war, civil disturbance, pandemic, or governmental action.
• Severability. If a provision is unenforceable, the rest remains in effect.
• No waiver. A failure to enforce a right is not a waiver of that right.
• Headings are for convenience only and do not affect interpretation.

23 Contact

Questions about these Terms? Email contact@eclatira.com.