GoodHelpAI Terms of Service

1. Agreement and Acceptance

2481377 Alberta Inc., operating as GoodHelpAI ("GoodHelpAI", "we", "us", or "our"), provides the Service to the business identified in its Portal customer record ("Customer", "you", or "your"). These Terms of Service (the "Terms") govern that relationship.

By accepting these Terms in the Portal, the individual accepting represents and warrants that they have authority to bind Customer. Acceptance is electronic, is intended to form a binding agreement, and may be recorded and used as admissible evidence under the Alberta Electronic Transactions Act. Customer acknowledges that it enters into these Terms for business purposes.

2. Definitions

• Service means GoodHelpAI's AI voice and chat agent services, Portal, related configuration, and support.
• Portal means the GoodHelpAI customer portal through which Customer views usage, billing estimates, plans, and account information.
• AI Agent means a voice or chat agent configured for Customer, including a Voice Agent or Chat Agent.
• Plan means Customer's assigned voice or chat pricing plan. Billing Month means the calendar month described in section 6. Included Units means the usage included in a Plan; Overage means usage beyond those Included Units.
• End User means a person who interacts with an AI Agent. Customer Content means Customer-provided information, Configuration, and, as between the parties, Output. Configuration means Customer's scripts, prompts, knowledge base, instructions, routing, and agent settings. Output means content generated by an AI Agent.

3. The Service

The Service provides AI voice and chat agents built on third-party platforms. GoodHelpAI provisions access by invitation only; there is no self-registration. Customer may have at most one voice Plan and one chat Plan, and each is billed independently.

4. Accounts and Security

Customer is responsible for safeguarding account credentials, must not share them, and must promptly notify GoodHelpAI of any suspected compromise. Customer is responsible for all activity conducted through its account.

5. Setup and Implementation Fees

One-time setup or implementation fees are quoted separately for each engagement, are payable before go-live, and are non-refundable once configuration work begins. These fees are separate from recurring Plan fees and Overage.

6. Plans, Included Units, and Usage Measurement

• Voice usage is measured in minutes from connected call duration reported by the underlying platform at per-second precision, and counts only calls in an ended state.
• Chat usage is measured in agent messages generated by the AI Agent, excluding the initial greeting.
• The Billing Month is the calendar month in the time zone currently configured on Customer's account, displayed in the Portal and defaulting to Mountain Time. A session is attributed to the Billing Month containing its start time.
• The Portal always computes and displays Billing Month boundaries using the current account time zone. If that time zone changes, historical Portal figures may be recalculated and displayed differently, but an issued invoice is never reopened or reissued as a result. The invoice governs under section 11.
• Included Units reset each Billing Month, do not roll over, and provide no unused credit or refund. GoodHelpAI's usage records are authoritative absent manifest error.

7. Overage Charges

Usage beyond Included Units is Overage, billed at the tiered rates displayed on Customer's Plan in the Portal and applied cumulatively within the Billing Month.

There is no spending cap, hard stop, or automatic suspension. GoodHelpAI has no obligation to notify, throttle, or intervene at any threshold. Customer is solely responsible for monitoring usage and for all Overage, including Overage caused by unexpected volume, spam or robocall traffic, repeat or abusive callers, long sessions, Customer testing or misconfiguration, marketing campaigns, third-party triggers, or malicious, automated, or fraudulent inbound traffic.

8. Plan Changes

Plan changes made by Customer in the Portal are binding. Upgrades take effect immediately and the new base fee applies to the entire Billing Month, without proration or credit for the prior Plan. Downgrades take effect on the first day of the next Billing Month.

9. Promotions

Promotions may provide percentage discounts, are time-limited, and may be prorated by days within a partial month. Certain promotions may exclude usage from billing entirely. Promotions expire automatically, create no obligation to renew, and create no entitlement to future pricing.

10. Price Changes

GoodHelpAI may change prices on 30 days' notice by email or in-Portal notice. Continued use after the effective date is acceptance. Customer's remedy is cancellation under section 13.

11. Invoicing, Payment, and Taxes

Portal figures are estimates: unaudited, derived from periodic synchronization with the underlying platform, and subject to lag and restatement. The invoice governs. Invoices are issued monthly in arrears in Canadian dollars for base fees plus Overage. Portal amounts are pre-tax; GST and other applicable taxes are applied when invoiced. Non-payment permits suspension after notice and then termination. Reasonable collection costs and legal fees are recoverable.

12. Billing Disputes

Customer must raise billing disputes in writing within 30 days after the invoice date or the invoice is deemed accepted. Undisputed portions remain payable while a dispute is open.

13. Term, Cancellation, and Suspension

These Terms are month-to-month and renew automatically each Billing Month. Customer may cancel at any time effective on the last day of the Billing Month in which notice is given, determined in Customer's account time zone. The monthly base fee is not prorated or refunded, and Overage through the effective date remains payable. GoodHelpAI may terminate on 30 days' notice or immediately for breach, prohibited use, non-payment, or legal risk. On termination, Agents are deactivated, Portal access is revoked, and telephone numbers may be released.

14. Customer Responsibilities and Acceptable Use

Customer is solely responsible for its use of the Service and must comply with all applicable law, including the CRTC Unsolicited Telecommunications Rules and National DNCL, CRTC rules for Automatic Dialing-Announcing Devices, CASL, PIPEDA, Alberta PIPA, Quebec Law 25, the US TCPA and state analogues, and all recording-consent laws in jurisdictions its Agents reach.

• Customer alone determines an Agent's purpose, drafts and approves scripts and knowledge bases, decides who is contacted, and must disclose automated AI interaction and obtain all required recording, transcription, and processing consents. GoodHelpAI does not review or approve Configuration.
• Customer must not use the Service for unsolicited bulk outbound calling or messaging without consent, harassment, impersonation, regulated professional advice presented as authoritative, emergency or life-safety handling, collection of payment-card numbers, government identifiers, or health information, unlawful or deceptive conduct, reverse engineering, resale, competition, or circumvention of usage measurement.
• The Service is not a substitute for emergency services and must not handle 911 or emergency traffic. Customer must maintain a human fallback path.

15. AI Output — Allocation of Responsibility

The Service uses probabilistic large language models. Output is generated, not retrieved, and may be inaccurate, incomplete, outdated, inappropriate, fabricated, or confidently false. Output is not professional advice. GoodHelpAI does not review, monitor, verify, endorse, or control Output.

Customer is solely responsible for all Output of its Agents and every statement, representation, promise, quote, price, commitment, appointment, or offer an Agent makes to an End User, as if made by Customer's employee. As between the parties, Output is Customer Content. GoodHelpAI is not a party to, and has no liability under, any agreement, booking, quote, or commitment an Agent purports to make for Customer.

GoodHelpAI gives no warranty that an Agent will answer correctly, understand callers, transfer correctly, or capture information accurately. Customer must test Agent behaviour before go-live, after each Configuration change, and on an ongoing basis, and must not represent that GoodHelpAI is responsible for Agent behaviour.

16. Third-Party Platforms

The Service depends on underlying AI voice and chat platforms, model providers, telephony carriers, hosting providers, and invoicing providers. Their outages, changes, deprecations, price increases, or termination are outside GoodHelpAI's control and are not a breach. GoodHelpAI may substitute providers.

17. Telephone Numbers

Telephone numbers provisioned for Customer are licensed, not owned. Portability is not guaranteed. Numbers may be reclaimed after termination or sustained non-payment.

18. Data, Privacy, and Confidentiality

• Customer owns Customer Content and grants GoodHelpAI a licence to use it to operate the Service.
• The Portal stores call and chat metadata, including timestamps, duration, status, direction, agent message counts, and originating and destination telephone numbers. The Portal does not store call recordings or transcripts.
• The Portal stores terms-acceptance records containing the submitted name, email address, IP address, browser user agent, and timestamp as evidence of contract formation. These records are retained during the Agreement and for six years after termination.
• Recordings and transcripts, where they exist, reside with the underlying platform under that platform's terms and retention practices.
• Data is hosted on infrastructure located in the United States and may be processed outside Canada. Customer consents and is responsible for disclosures required by its privacy obligations. Customer remains accountable for End User personal information; GoodHelpAI processes it on Customer's instructions.
• GoodHelpAI's Privacy Policy at https://goodhelpai.ca is incorporated by reference. Each party must protect the other's confidential information. GoodHelpAI may use aggregated and de-identified data to improve the Service. GoodHelpAI uses reasonable security measures but does not guarantee security, and will provide breach notification consistent with Alberta PIPA and PIPEDA.

19. Intellectual Property

GoodHelpAI owns the Service, Portal, Configuration it authors, and all improvements. Customer receives a limited, non-exclusive, non-transferable, revocable licence to use the Service during the Term. Customer grants GoodHelpAI a perpetual licence to use feedback.

20. Disclaimer of Warranties

To the maximum extent permitted by law, the Service is provided "as is" and "as available". GoodHelpAI disclaims all implied warranties and conditions, including merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. GoodHelpAI gives no warranty of uninterrupted or error-free operation, any result, lead volume, conversion rate, revenue, service level, or uptime commitment.

21. Limitation of Liability

To the maximum extent permitted by law, GoodHelpAI is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages; lost profits, revenue, business, goodwill, or data; business interruption; or substitute-service costs, even if advised of the possibility or a limited remedy fails of its essential purpose.

GoodHelpAI's aggregate liability arising from an event is limited to the fees actually paid by Customer to GoodHelpAI during the three months immediately before that event. GoodHelpAI is not liable for AI Output, reliance on Output, Customer's regulatory non-compliance, third-party failures, missed, dropped, or misrouted calls, lost leads or business opportunities, or Overage incurred. Nothing limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot be limited by law. Customer's payment obligations are not capped. The parties acknowledge that this allocation of risk is reflected in the fees.

22. Indemnity

Customer will indemnify, defend, and hold harmless GoodHelpAI from claims arising from Customer Content or Configuration, Output of Customer's Agents, Customer's use of the Service, breach of these Terms, violation of telemarketing, DNCL, CASL, TCPA, privacy, or recording-consent law, or any claim by an End User or other person who dealt with Customer's Agent.

23. Changes to These Terms

GoodHelpAI may make material changes on 30 days' notice by email or in-Portal notice. Continued use is acceptance. A new version may require re-acceptance in the Portal. Prior versions are available on request.

24. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including model-provider outage, carrier failure, internet failure, cyberattack, natural disaster, government action, or labour disruption.

25. General

These Terms are the entire agreement and supersede prior discussions. If any term is unenforceable, the remaining terms remain effective. Waiver must be written. GoodHelpAI may assign these Terms in connection with a merger or asset sale; Customer may not assign without consent. Notices may be sent by email to the contact address on file or to GoodHelpAI's notice address. Terms that should survive do so. There are no third-party beneficiaries; End Users acquire no rights. The parties are independent contractors. The Service is for business use only, and Customer represents that consumer-protection legislation does not apply. Les parties ont exigé que la présente convention soit rédigée en anglais. These Terms are governed by Alberta law and applicable federal laws of Canada; the parties attorn exclusively to the Court of King's Bench of Alberta. The UN Convention on Contracts for the International Sale of Goods does not apply.

26. Contact

Questions and notices for GoodHelpAI may be sent to info@goodhelpai.ca.