WAYPOINT

SUBSCRIPTION AGREEMENT

Last Updated: May 29, 2026

PLEASE READ THIS SUBSCRIPTION AGREEMENT CAREFULLY. WAYPOINT AUTOMATION INC. ("WAYPOINT", "WE", "US", "OUR"), A CORPORATION INCORPORATED UNDER THE CANADA BUSINESS CORPORATIONS ACT WITH ITS REGISTERED OFFICE AT 1354 PANDORA AVENUE, VICTORIA BRITISH COLUMBIA V8R 1A2, OPERATES THE WAYPOINT AUTOMATION PLATFORM (THE "SERVICE"), WHICH ENABLES SMALL BUSINESSES TO CAPTURE INBOUND CUSTOMER INQUIRIES ACROSS MULTIPLE CHANNELS WITH AI-ASSISTED QUALIFICATION AND DELIVERY TO A UNIFIED LEAD INBOX. THIS SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") IS THE MASTER CONTRACT GOVERNING YOUR ACCESS TO AND USE OF THE SERVICE. THE COMPLETE "AGREEMENT" BETWEEN YOU AND WAYPOINT INCLUDES THIS SUBSCRIPTION AGREEMENT TOGETHER WITH THE TERMS OF SERVICE, PRIVACY POLICY, AND SMS POLICY AS PUBLISHED AT WAYPOINTAUTOMATION.COM (PER §20.1).

BY CLICKING "I AGREE", REGISTERING AN ACCOUNT, OR USING THE SERVICE, YOU ("SUBSCRIBER", "YOU", "YOUR") REPRESENT AND WARRANT THAT YOU HAVE READ AND ACCEPT THIS AGREEMENT, THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN THE JURISDICTION FROM WHICH YOU USE THE SERVICE, THAT YOU ARE USING THE SERVICE FOR BUSINESS AND PROFESSIONAL PURPOSES (NOT PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES), AND THAT — IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION — YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION. THE TERM "SUBSCRIBER" REFERS TO THE BUSINESS ORGANIZATION ACCEPTING THIS AGREEMENT.

PLEASE NOTE THE FOLLOWING IMPORTANT PROVISIONS, EACH OF WHICH YOU SHOULD READ IN FULL:

If you do not agree to this Agreement, do not register an Account or use the Service.

1. Definitions

The following capitalized terms have the meanings set out below. Other capitalized terms are defined inline at first use. References to "this Subscription Agreement" mean this document only; references to "this Agreement" mean the four-document stack as defined at §20.1.

  1. "Subscription Agreement" means this document (the Subscription Agreement, v3.0).
  2. "Agreement" has the meaning given in §20.1 — the four-document contract stack consisting of this Subscription Agreement, the Terms of Service, the Privacy Policy, and the SMS Policy collectively.
  3. "Service" means the Waypoint Automation platform: a multi-channel (SMS Lead Rescue, Waypoint Link web chat, email inbound, Zapier inbound) AI lead capture, qualification, compliance, and Lead Inbox dashboard service offered by Waypoint to small business Subscribers.
  4. "Subscriber" means the small business that has registered an Account and accepted this Agreement, but does not include End-Customers.
  5. "End-Customer" means any third-party individual whose data is processed by the Service on Subscriber's behalf, including Subscriber's prospective and existing customers, callers, web-chat visitors, email senders, and Zapier-piped form submitters.
  6. "Account" means Subscriber's registered account on the Service.
  7. "Authorized User" means any individual permitted by Subscriber to access the Account, including Subscriber's owners, employees, and contractors.
  8. "Lead Inbox" means the unified dashboard view of qualified leads and interactions across all Service channels.
  9. "Greeting SMS" means the automated text-back the Service sends to a caller on the SMS Lead Rescue path when the caller hangs up without leaving a voicemail with audible content. The Greeting SMS is the express-opt-in (YES-gate) prompt that invites the recipient to reply YES (or OUI in French) to continue by text; further SMS qualification does not occur unless the recipient replies YES. The body of the Greeting SMS is platform-controlled per §7.8.
  10. "AI Output" means any output generated by an artificial-intelligence model used in the Service, including qualification responses, classifications, summaries, and triage results.
  11. "Implied Consent" means implied consent to receive a commercial electronic message under Canada's Anti-Spam Legislation (CASL) section 10(9)(a) read with 10(10)(e) — specifically, the six-month inquiry-based implied consent triggered when an End-Customer makes an inquiry to Subscriber's business.
  12. "Sub-Processor" means any third-party service Waypoint engages to deliver the Service, listed at §13 and at the public Privacy Policy.
  13. "Compliance Engine" means the post-AI validation and quality-control layers Waypoint operates on AI Output before delivery, including AI-driven content classifiers and deterministic rules. The specific rules and classifiers operated by the Compliance Engine are part of the Service and may be updated from time to time at Waypoint's discretion to maintain Service quality.
  14. "Hard-Exclusion Category" means any of the business categories Waypoint refuses to serve, enumerated at §3.6.
  15. "Fees" means the subscription fees payable by Subscriber under §9.
  16. "Effective Date" means the date Subscriber accepts this Subscription Agreement.
  17. "Commercially-Reasonable Mitigation Standard" means Waypoint's operational maintenance of (a) the Compliance Engine layers operating on AI Output, (b) AI prompt safeguards consistent with general AI customer-interaction good practice (including the AI's honest confirmation of AI identity when an End-Customer asks, the AI's decline of regulated professional advice, and the AI's referral of emergencies to public emergency services), and (c) commercially-reasonable AI-vendor configuration including no-training settings as set out at §6.7 and §13.2.
  18. "Affiliate" means, with respect to either party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party. For these purposes, "control" means the ownership of more than fifty percent of the voting interests of an entity, or the power to direct the management and policies of an entity by contract or otherwise.

2. Eligibility + Account Creation

  1. To register an Account, Subscriber must provide (a) Subscriber's full legal business name, (b) an owner or authorized-representative name, (c) Subscriber's business address, (d) a business phone number Waypoint may use to contact Subscriber, (e) a valid email address that will serve as Subscriber's "Primary Email Address" for notices under this Agreement, and (f) for incorporated businesses, Subscriber's Business Number or comparable registration identifier. These fields may be collected across the signup-to-onboarding registration arc; the Account is not operational until all required fields are provided.
  2. Subscriber must be at least the greater of (a) eighteen years old, or (b) the age of majority in the jurisdiction where Subscriber resides and from which Subscriber uses the Service.
  3. Subscriber represents that Subscriber is using the Service for the purposes of carrying on a business activity, and not for any personal, household, or family purpose.
  4. The Service is offered to small businesses located in Canada excluding the Province of Quebec. By registering an Account, Subscriber represents that Subscriber's principal place of business is in Canada and is not in the Province of Quebec. End-Customers may be located in any province (including Quebec) or in any other jurisdiction; the geographic restriction in this §2(4) applies to Subscriber, not to Subscriber's End-Customers. Where the Service processes personal information of Quebec End-Customers, Waypoint's separate Law 25 obligations are addressed in the Privacy Policy at §7.4.
  5. Subscriber is the legal and beneficial Account owner. The individual identified at signup as Subscriber's owner (the "Account Owner") is the Account owner of record. The Account Owner has the right to cancel the Account, manage Authorized Users, and access all Account data. Subscriber's billing identity (Stripe customer record) is created when Subscriber elects to provide a payment method via Stripe Checkout at or before trial end (see §9.2); until that point, no billing contact field is captured separately from the Account Owner identity established at signup.
  6. Subscriber is responsible for the accuracy and completeness of registration information and for keeping the Account secure. Subscriber agrees to provide and maintain true, accurate, current, and complete information about Subscriber as prompted by the Service's registration form. Subscriber will promptly notify Waypoint of any change in Subscriber's Primary Email Address or any unauthorized access to Subscriber's Account.
  7. Subscriber may invite Authorized Users to access the Account. Each Authorized User must provide name and contact information. Subscriber is responsible for the acts and omissions of all Authorized Users and is responsible for maintaining accurate and current Authorized User access permissions. For the avoidance of doubt, a single legal entity operating multiple trade names, locations, divisions, or sub-brands of the same underlying business is permitted to use a single Account, provided that the canonical business summary captured during onboarding accurately reflects the scope of services Subscriber offers under those trade names. Subscriber operating an Account on behalf of unrelated businesses (i.e., legal entities other than Subscriber's own) constitutes operating as a reseller, agency, or white-label provider and requires the separate written agreement contemplated by §5.9.

3. The Service

3.1 Description

The Service captures inbound customer inquiries across four channels on Subscriber's behalf, runs them through a shared AI qualification and compliance pipeline, and surfaces qualified leads to Subscriber via the Lead Inbox dashboard and SMS alerts. The four channels are described in §3.2 through §3.5. Section 3.6 describes the categories Waypoint refuses to serve. Section 3.7 describes Subscriber's responsibility for industry-regulatory compliance. Section 3.8 describes the carrier architecture and Subscriber's risk allocation for messaging-pattern compliance. Section 3.9 describes Subscriber's material-change notification obligation.

3.2 SMS Lead Rescue Channel

When an End-Customer calls Subscriber's business and the call is not answered (and the End-Customer does not leave a voicemail with audible content), Waypoint may send a Greeting SMS to the End-Customer pursuant to CASL section 10(9)(a) read with 10(10)(e) Implied Consent (see §7). The Greeting SMS is the express-opt-in (YES-gate) prompt described at §1 (Greeting SMS) and §7.9 (SMS Express-Opt-In Gate (YES Gate)); Waypoint engages the End-Customer in a multi-turn AI qualification conversation only if the End-Customer replies YES (or OUI in French) to that Greeting SMS, at which point the conversation rests on the End-Customer's express opt-in layered on the Implied Consent basis. If the End-Customer leaves a voicemail with audible content rather than hanging up, Waypoint does not send an automated SMS to the End-Customer; voicemail processing is governed by §6.6.

3.3 Waypoint Link Web Chat Channel

Waypoint provides a hosted web chat surface at wypt.ca/<slug> and an iframe widget that Subscriber may embed on Subscriber's own website. End-Customer messages are processed by the same AI qualification pipeline. End-Customers may upload images during chat, subject to the image governance described in the Terms of Service at §4.2 and the Acceptable Use rules in the Terms of Service. End-Customer-facing AI disclosures on the Waypoint Link surface are governed by Terms of Service §9 and §9A. Before each web chat session begins, the End-Customer completes a click-through step affirmatively agreeing to the Terms of Service and the Privacy Policy; the acceptance is timestamped and recorded by Waypoint as a forensic artifact in Waypoint's CASL and PIPEDA consent ledger.

3.4 Email Inbound Channel

When Subscriber forwards inbound email to Subscriber's Waypoint inbound address (<slug>@inbound.waypointautomation.com), Waypoint triages each email via AI classification across nine categories — new lead, quote request, existing-job follow-up, scheduling, billing, spam, personal, auto-reply, and unknown — and creates a Lead Inbox entry for actionable classifications. Some categories are always actionable (new lead, quote request, unknown); the existing-job follow-up category is conditionally actionable based on urgency; the remaining categories (scheduling, billing, spam, personal, auto-reply) are processed without creating a Lead Inbox entry or alert. Waypoint does not send any automated email to End-Customers from this channel.

3.5 Zapier Inbound Channel

Subscriber may direct external lead sources (form-fills, ad-platform leads, marketplace leads) to Waypoint's inbound webhook endpoint via Zapier or comparable integration. Waypoint does not send any SMS to End-Customers from this channel; the End-Customer's consent flow lives at Subscriber's source form, not at Waypoint. Subscriber's designated alert recipients may receive an internal alert SMS notifying them that a Zapier-sourced lead has arrived; that path is governed by the operational lead-alert SMS framework described at SMS Policy §3A and is subject to Subscriber's alerts_sms_enabled setting.

3.6 Hard-Exclusion Categories

The following business categories are not supported by the Service. Subscriber represents and warrants that Subscriber's services do not fall within any of these categories:

(a) mental health services (including therapy, counselling, addiction counselling, and grief counselling positioned therapeutically); (b) crisis lines and suicide-prevention services; (c) regulated medical practice (including medical doctors, registered nurses, nurse practitioners, dentists, dental surgeons, and pharmacists); (d) legal services rendering legal advice (including lawyers, paralegals providing legal advice, and immigration consultants providing legal advice); (e) financial advisory services (including registered financial advisors, investment advisors, and securities brokers); (f) emergency and dispatch services (including ambulance, paramedic, and crisis hotlines); (g) licensed cannabis retail or delivery; (h) firearms retail; (i) gambling services (casino, bookmaking, lottery operations); (j) adult services; (k) licensed childcare where children are the primary client population (for clarity, this means childcare establishments operating under a provincial childcare licensing regime; it does not include tutoring, instruction, coaching, music or sports lessons, summer camps, or comparable services where the parent or guardian is typically the customer). Subscribers whose services involve direct collection of personal information from minors (whether or not licensed) are subject to Privacy Policy §11 parental-consent obligations; (l) debt collection; and (m) payday lending or other high-cost short-term credit services.

If Waypoint reasonably believes Subscriber's services fall within a Hard-Exclusion Category, Waypoint may give Subscriber at least thirty days' prior written notice describing the basis for that belief. Subscriber may, within the notice period, (i) provide additional information sufficient to demonstrate that Subscriber's services do not fall within a Hard-Exclusion Category, or (ii) adjust Subscriber's services to fall outside the category. If Subscriber does neither, Waypoint may terminate this Agreement under §10.3(b) at the end of the notice period.

3.7 Industry-Regulated Subscribers

Subscriber acknowledges that some industries are subject to professional regulatory rules (including but not limited to advertising rules, communication rules, and client-confidentiality rules) that may apply to AI-generated communications with End-Customers. Subscriber represents that Subscriber's services do not fall within any Hard-Exclusion Category at §3.6, and Subscriber is responsible for compliance with all professional regulatory rules applicable to Subscriber's industry, including any rules governing AI-generated client communications. The full obligation is at §5.6.

3.8 Carrier Architecture

For SMS Lead Rescue, Waypoint provisions a dedicated Twilio sub-account per Subscriber, a dedicated Canadian local number per Subscriber (used both as the voice-call-forwarding target for missed calls and as the temporary customer-facing SMS sender during the toll-free verification window), a dedicated toll-free number per Subscriber for End-Customer-facing SMS post-verification, and a Waypoint-owned shared toll-free number used to deliver Subscriber-facing alert SMS during the pre-verification trial period. End-Customers receive SMS from Subscriber's dedicated number, never from Waypoint's shared infrastructure. Carrier compliance for Subscriber's dedicated numbers — including any carrier filtering, Toll-Free Verification (TFV) outcome, or carrier suspension resulting from Subscriber's messaging patterns or End-Customer reply patterns — is Subscriber's risk. Waypoint will use commercially reasonable efforts to support Subscriber's TFV submission and to assist with carrier-relationship issues.

Consent for Subscriber's Account Owner and Authorized Users to receive operational alert SMS is captured through a separate dashboard click-through acceptance, not bundled into acceptance of this Agreement, as set out at §7.10. Recipients may opt out at any time by toggling the Master Alert Switch in the Account dashboard, by replying STOP to the alert SMS, or by contacting Waypoint at the addresses in §19. Opting out of alert SMS does not affect the operation of the Service for End-Customer-facing communications.

3.8.1 TFV Submission Lifecycle

Subscriber's dedicated toll-free number requires Toll-Free Verification by the carrier before the carrier will route customer-facing SMS at scale. Waypoint operates the TFV submission to the carrier on Subscriber's behalf, populated from identity fields Subscriber provides during the onboarding flow (legal business name, business mailing address, business registration type and number where applicable). TFV submission fires when Subscriber clicks "Approve and submit for verification" at the end of the onboarding flow (typically trial day 1). The carrier review window is typically a few days. During the pre-verification window, customer-facing SMS routes through Subscriber's dedicated local number; once the carrier verifies the toll-free number, Subscriber's customer-facing SMS automatically swaps to the toll-free number going forward. Subscriber-facing alert SMS routes through Waypoint's shared platform toll-free number during the entire pre-verification period, then swaps to Subscriber's verified toll-free number on approval; this swap is silent (no alert content change to Subscriber). Subscriber is responsible for the accuracy of identity fields submitted during onboarding. As part of TFV submission, Waypoint operates a publicly accessible per-Subscriber SMS-disclosure page at waypointautomation.com/sub/<slug>/sms-disclosure that displays Subscriber's canonical SMS opt-in narrative, message samples, and identity fields. Subscriber acknowledges that the content of this page, derived from the identity fields Subscriber provides during onboarding, is publicly accessible at the slug-keyed URL. The SMS-disclosure page is distinct in audience and content from the End-Customer-facing privacy notice page at waypointautomation.com/sub/<slug>/privacy-notice (linked from inbound HELP responses per SMS Policy §5); the SMS-disclosure page serves carrier verification reviewers, the privacy notice page serves End-Customers, and the two pages are intentionally separate. Consistent with the data-minimization principle in PIPEDA Principle 4.4, Subscribers operating as sole proprietors or other unincorporated structures may use a registered-agent address, virtual-mailbox address, or other commercial mailing address in lieu of a personal residential address; Waypoint will publish whichever address Subscriber provides during onboarding, and Subscriber may update the published address by contacting Waypoint support.

3.9 Material-Change Notification

Subscriber agrees to promptly notify Waypoint of any material change to the services Subscriber offers via the Service. A material change includes any change that would cause Subscriber's services to fall within a Hard-Exclusion Category. Waypoint relies on Subscriber's onboarding-captured business description and any subsequent edits to determine whether Subscriber's services fall within an excluded category at the time of capture or edit, and may, at its discretion and on reasonable cause, re-evaluate Subscriber's category classification thereafter.

4. Subscriber Configuration

4.1 Subscriber-Configurable Settings

The following Service settings may be configured by Subscriber from the Account dashboard, subject to the operating ranges noted:

4.2 Internal-Control Settings

The following are internal to Waypoint and not configurable by Subscriber:

(a) the AI system prompt structure and the specific qualification, compliance, and quality-control rules embedded in it; (b) the opt-out keyword set described in §7.6; (c) the list of Sub-Processors at §13; (d) the list of Hard-Exclusion Categories at §3.6; (e) Account isolation and Row-Level Security invariants enforcing separation between Subscribers; and (f) any other Service mechanic that Waypoint reasonably determines is required for compliance, security, or platform integrity.

4.3 Voicemail AI Triage Toggle

The Voicemail AI Triage Toggle is governed by §6.6.

5. Subscriber Representations and Warranties

Subscriber represents, warrants, and agrees:

5.1 Accuracy of Business Description

Subscriber's onboarding-captured business description, and any subsequent edits Subscriber makes through "Update with AI" or comparable Service mechanism, accurately reflect the services Subscriber actually performs. Subscriber acknowledges that Subscriber's business description (as captured and refined by the Service through Subscriber's onboarding-style conversations) is a controlling input to the Service's AI behavior in End-Customer interactions.

5.2 CASL Sender Responsibility

Subscriber is also a sender of commercial electronic messages under CASL for messages sent on Subscriber's behalf via the Service. Subscriber is responsible for ensuring Subscriber's overall CASL compliance for Subscriber's business, including direct outreach Subscriber initiates to End-Customers outside the Service. Subscriber represents and warrants, both as of the Effective Date and on a continuing basis throughout the Term, that Subscriber has not received and is not subject to any Notice of Violation, Undertaking, Compliance and Enforcement Decision, or comparable enforcement action from the Canadian Radio-television and Telecommunications Commission, the Commissioner of Competition, or the Office of the Privacy Commissioner of Canada relating to Subscriber's commercial electronic messages within the past thirty-six months. Subscriber will notify Waypoint in writing within ten business days of any communication from the Canadian Radio-television and Telecommunications Commission, the Commissioner of Competition, or the Office of the Privacy Commissioner of Canada relating to Subscriber's commercial electronic messaging or Subscriber's use of the Service. A failure to comply with the notification obligation in this §5.2, or the existence of an enforcement action that Subscriber failed to disclose at signup, is a material breach for purposes of §10.3.

5.3 End-Customer Consent (Subscriber-as-Controller)

Subscriber is the controller of End-Customer personal information processed by the Service on Subscriber's behalf. Subscriber will provide to End-Customers any notices, and obtain from End-Customers any consents, required by applicable privacy law (including PIPEDA, BC PIPA, Quebec Law 25 where applicable to Subscriber's Quebec End-Customers, and any other applicable provincial or sectoral privacy regime) for Waypoint to lawfully process End-Customer personal information under Subscriber's instructions.

5.4 Subscriber Privacy Policy

Waypoint maintains a per-Subscriber privacy notice page at waypointautomation.com/sub/<slug>/privacy-notice that discloses Subscriber's use of Waypoint as a service provider and the cross-border transfer of End-Customer data to Waypoint's Sub-Processors. Subscriber is responsible for making this notice reasonably available to End-Customers — typically by linking to the hosted notice from a customer-facing surface Subscriber controls (such as Subscriber's Google Business Profile, social-media business profile, website footer, or comparable surface). Subscriber may instead, or in addition, maintain equivalent privacy-notice content on Subscriber's own website. Subscriber agrees to keep Subscriber's customer-facing reference (or own-site equivalent) accurate when Waypoint provides Subscriber with notice of a material change to the Sub-Processor list.

5.5 Voicemail Greeting Content

Subscriber acknowledges that, when Voicemail AI Triage is enabled (§6.6), voicemails left by End-Customers are recorded and processed by AI Sub-Processors located in the United States — specifically, audio is transcribed and the resulting transcript is classified to generate the lead summary delivered to Subscriber. Subscriber's voicemail greeting is the only End-Customer-facing surface where pre-recording notice can be communicated to a caller before recording begins. Subscriber is therefore responsible for ensuring Subscriber's voicemail greeting includes any notice required by applicable privacy law, including notice of recording, AI processing, and cross-border data transfer to the United States, and for obtaining any consent required under applicable privacy law, consistent with Subscriber's designation as controller of End-Customer personal information at §5.3. Waypoint provides Subscriber with the ability to disable Voicemail AI Triage in Settings (§6.6) if Subscriber does not wish to assume these responsibilities; when disabled, no AI processing of voicemail audio occurs.

5.6 Industry Regulatory Compliance

Subscriber is responsible for ensuring that Subscriber's use of the Service complies with all regulations applicable to Subscriber's industry — including professional regulation, advertising regulation, health and privacy regulation, and any provincial or federal regulation. Waypoint is not responsible for compliance with industry-specific regulation beyond the CASL framework and the Compliance Engine the Service provides.

5.7 Insurance

Subscriber's insurance obligations are at §17 (Insurance Requirement).

5.8 Carrier Risk

Subscriber acknowledges that the dedicated Canadian local number and dedicated toll-free number provisioned for Subscriber's End-Customer-facing SMS are subject to carrier review, filtering, and possible suspension based on Subscriber's messaging patterns and the patterns of End-Customers replying to Subscriber. Subscriber bears the risk of any such carrier action and indemnifies Waypoint per §12 for any carrier fines, regulatory action, or service disruption arising from Subscriber's messaging patterns or End-Customer reply patterns.

5.9 No Reseller / White-Label

Subscriber may not operate as a reseller, agency, or white-label provider of the Service to third parties without a separate written agreement with Waypoint. Each Account must correspond to a single operating business (see §2(7) regarding the single-legal-entity multi-trade-name carve-out); Subscriber may not register an Account on behalf of, or to provide services to, a Subscriber's customer.

6. AI Output, Hallucination, Prompt Injection

6.1 AI Output Disclaimer

AI Output is generated through machine-learning processes and is not tested, verified, endorsed, or guaranteed to be accurate, complete, current, or appropriate by Waypoint. AI Output may include hallucinations, factual errors, misclassifications, omitted relevant facts, and similar machine-learning artifacts. Subscriber is responsible for independently reviewing AI Output before relying on it for any operational decision or End-Customer-facing action. The warranty disclaimers and limitations of liability in §11 and §15.1 apply to AI Output.

6.2 AI as Triage, Not Final Determination

AI Output is a workflow signal, not a final Waypoint determination. The Service identifies leads, classifies conversations, generates summaries, and surfaces alerts. Subscriber is responsible for reviewing each lead, alert, and classification surfaced by the Service and for making final operational decisions on Subscriber's End-Customer interactions. The Service does not constitute professional advice in any regulated profession (including legal, medical, financial, accounting, or other regulated advice), and Subscriber's professional judgment governs Subscriber's End-Customer interactions.

6.3 AI Output — Private Undertaking on Use as Evidence

Subscriber and Waypoint agree, as between themselves, that AI-derived classifications, summaries, and reasoning generated by the Service are workflow signals supporting Subscriber's review of inquiries, and not formal Waypoint determinations of fact. Subscriber will not characterize AI Output as a Waypoint determination of fact in any third-party proceeding between Subscriber and any third party (including employment, harassment, safety, regulatory, or litigation proceedings). Waypoint, in turn, will not characterize AI Output as a Waypoint determination of fact in any proceeding to which Subscriber is a party. Each party will provide independent factual corroboration for any factual proposition that party wishes to advance in such proceedings. This §6.3 governs only how the parties characterize AI Output as between themselves; it does not restrict either party's right to introduce or cite AI Output as evidence (subject to applicable rules of evidence and admissibility), and does not purport to bind any third-party tribunal's evidentiary processes.

6.4 Subscriber Configuration Drives AI Behavior

The Service's AI Output is materially shaped by inputs Subscriber provides through Subscriber's onboarding-style conversations with the Service, including (a) the canonical business summary, (b) three behavior switches (address-collection, pricing-posture, photo-request), (c) vertical category, (d) business hours, (e) Subscriber-defined quick-response pills, and (f) team-member configuration. The canonical summary, behavior switches, vertical category, and business hours are AI-managed and updated only through Subscriber's onboarding-style conversations with the Service; they are not free-form-editable on the dashboard. Subscriber acknowledges that AI behavior in response to End-Customer interactions is a function of (i) Subscriber's configuration inputs as captured through onboarding, (ii) End-Customer inputs, and (iii) Waypoint's underlying model, prompt, and Compliance Engine. Subscriber is responsible for the consequences of Subscriber's configuration inputs, including AI Output reasonably attributable to those inputs.

6.5 Prompt Injection — Mitigation and Risk Allocation

Waypoint will operate the Commercially-Reasonable Mitigation Standard set out in §1(17) to detect and mitigate End-Customer-driven prompt injection, jailbreak, or comparable adversarial input — including attempts to instruct the AI to ignore Waypoint's AI safeguards, generate misleading information, or impersonate a real party. Waypoint does not guarantee complete prevention of prompt-injection attacks. Subject to Waypoint's commitment to operate the Commercially-Reasonable Mitigation Standard, the residual risk of an End-Customer-driven prompt-injection attempt that escapes those mitigations is allocated to Subscriber as set out in §12.1(g) per standard sector convention on End-Customer-driven misuse.

6.6 Voicemail AI Triage Toggle

Subscriber may enable or disable AI processing of voicemails (transcription, classification, summary, AI-generated alert) via the Voicemail AI Triage Toggle in the Account dashboard. The default state is enabled. When the Toggle is enabled: (a) voicemail audio is transcribed via the voicemail transcription Sub-Processors identified at §13 (currently Deepgram primary; OpenAI secondary failover); and (b) the transcript and audio are classified, summarized, and routed to Subscriber as an AI-generated Subscriber-facing alert. When the Toggle is disabled: (a) no transcription occurs; (b) no AI-generated summary or alert is produced; (c) Subscriber receives a minimal "new voicemail" notification SMS; and (d) the voicemail audio is stored for Subscriber's playback in the dashboard. The state of the Toggle at the time a voicemail is recorded governs processing; voicemails recorded while the Toggle was disabled remain in audio-only state and are not retroactively processed by AI if the Toggle is later enabled. Voicemail AI Triage processing does not activate until Subscriber has recorded or uploaded a voicemail greeting. If Subscriber has not set up a greeting, the Service refuses to take voicemail recordings (callers receive a busy signal), and no recording or AI processing of voicemail content can occur. Pre-recording notice to End-Customers (including notice of recording, AI processing, and cross-border data transfer) is governed by Subscriber's voicemail greeting under §5.5.

6.7 Training Prohibition Pass-Through

Waypoint does not train AI models on Subscriber data or End-Customer data. The Anthropic Commercial Terms, the OpenAI API Agreement, and the AWS Service Terms applicable to Waypoint's use of Anthropic, OpenAI, and Amazon Bedrock contractually prohibit training on data Waypoint submits via API. For Deepgram, Waypoint sets the mip_opt_out=true parameter on every transcription API request — hardcoded in Waypoint's integration so the opt-out applies to every call — which under the Deepgram Model Improvement Partnership Program excludes the request from training-data use and limits retention to the duration necessary to process the request. Waypoint also commits not to submit production Subscriber or End-Customer data to AI vendor "feedback," "thumbs-up/down," "evaluation," or "support" channels unless the data has been stripped of personal information or Subscriber has expressly authorized the submission. This no-training-on-customer-inputs commitment survives any change of AI Sub-Processor under §13: Waypoint will continue to require an equivalent prohibition from any replacement AI Sub-Processor, or will obtain Subscriber's express consent to a different posture before the change takes effect.

6.8 End-Customer Reliance Limit on Waypoint Link Web Chat

End-Customers using Waypoint Link web chat are advised that AI Output is not a substitute for professional judgment and should not be relied on for matters requiring legal, medical, financial, accounting, or other regulated advice. Operative End-Customer-facing AI disclosures on the Waypoint Link surface are governed by Terms of Service §9 and §9A (which includes a persistent in-chat AI Notice).

7. CASL and SMS Compliance Framework

7.1 CASL Primary Hook

Waypoint relies on CASL section 10(9)(a) read with 10(10)(e) Implied Consent as the primary legal basis for SMS messages the Service sends to End-Customers. Under that section, an inquiry to a business creates an implied consent that is valid for six months from the date of the inquiry. When an End-Customer calls Subscriber's business and the call is not answered, the missed-call inquiry establishes the Implied Consent basis for the Greeting SMS. The Greeting SMS requests the End-Customer's express opt-in (the SMS opt-in gate at §7.9); the multi-turn AI qualification conversation proceeds only after the End-Customer provides that express opt-in, which the Service records as an express-consent artifact. The express opt-in operates in addition to the Implied Consent basis and satisfies the carrier and messaging-platform requirement for express opt-in on toll-free messaging.

7.2 CASL Belt-and-Braces

As a secondary basis for the Greeting SMS only, Waypoint may rely on the response-to-inquiry exemption set out in section 3(b) of the Electronic Commerce Protection Regulations (SOR/2013-221), which exempts a commercial electronic message sent in response to a request, inquiry, or complaint (or otherwise solicited by the recipient) from the consent and identification requirements of CASL section 6.

7.3 Channel-Provenance Rule

Each channel of the Service (SMS Lead Rescue, Waypoint Link web chat, email inbound, Zapier inbound) establishes its own Implied-Consent window at the time of inquiry on that channel. An inquiry on one channel does not extend the Implied-Consent window to another channel. Where the Service merges identities across channels for Lead Inbox display, the per-channel consent and opt-out state is preserved in the underlying event ledger.

7.4 Voicemail-No-SMS Exclusion

If an End-Customer leaves a voicemail with audible content rather than hanging up, the Service does not send an automated SMS to the End-Customer. The Subscriber-facing alert (and any AI processing per §6.6) is the only outbound action taken on the voicemail path. If a call lands in voicemail but no audible content is left (for example, silence, hang-up after the prompt, or fax tone), the Service may treat the call as a missed call without voicemail and may send a Greeting SMS to the End-Customer.

7.5 Zapier Inbound — No Customer-Facing SMS

The Service does not send SMS to End-Customers from the Zapier inbound channel. End-Customers reaching Subscriber via a Zapier-piped form did not opt in to Waypoint's number — they opted in to Subscriber's form. Subscriber-initiated outbound contact to such End-Customers, if any, is Subscriber's responsibility under Subscriber's own consent basis.

7.6 Opt-Out Mechanism

End-Customers may opt out of further SMS at any time by replying with any of: STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, QUIT, ARRET, or ARRÊT (case-insensitive single-word match, with leading or trailing whitespace and trailing punctuation tolerated; the carrier layer additionally recognizes OPTOUT and REVOKE). On a STOP keyword the Service writes the recipient to its per-Subscriber suppression list and the carrier (Twilio) emits the unsubscribe confirmation. No further SMS is sent from Subscriber's dedicated number after STOP. Replying START, SUBSCRIBE, or UNSTOP re-subscribes after a prior opt-out, with the carrier emitting the re-subscribe confirmation. Opt-out is honored regardless of whether opt-out language is present in the most recent message. Opt-out applies on a per-Subscriber basis (an opt-out from Subscriber A's number does not automatically suppress Subscriber B's number), except for alert SMS sent during the pre-verification window from Waypoint's shared platform toll-free number, which is governed by §7.10 and SMS Policy §5.

Replying HELP, AIDE, or AIDEZ-MOI returns the carrier's brief opt-out reminder together with the Service's response containing Subscriber's business name and Subscriber's owner phone number, Waypoint's support contact, a link to Subscriber's per-Subscriber terms/privacy info page, and an instruction to reply STOP to opt out; the Service-side response is rendered in the language of the keyword used (English for HELP, French for AIDE / AIDEZ-MOI), and for HELP-class queries received from a recipient phone number with a Quebec area code prefix the response defaults to bilingual or French. The dual response on HELP reflects Twilio's platform architecture, which does not permit suppressing the carrier-layer HELP confirmation while keeping STOP/START handling at the carrier layer.

7.7 Subscriber's CASL Responsibility

Subscriber's CASL sender-responsibility, the enforcement-action notification obligations to Canadian regulators, and Subscriber's commitment to use the Service in compliance with CASL and all other applicable laws governing automated electronic messaging in Subscriber's jurisdiction are at §5.2.

7.8 Sender Identification

The Greeting SMS body is platform-controlled and includes Subscriber's business name (populated from Subscriber's authoritative business-name record at send time), the express-opt-in request ("Reply YES to get help by text"), the canonical "Reply STOP to opt out" instruction, and a "Msg & data rates may apply" disclosure. For recipient phone numbers with a Quebec area code prefix, the Greeting SMS body is rendered in French — using "Répondez OUI" as the opt-in keyword and "STOP" for opt-out — to satisfy Charter of the French Language requirements as amended by Bill 96 (art. 51 et seq.); Subscriber cannot edit either the English or the French variant of the body. The Greeting SMS body identifies Subscriber as sender; the HELP response at §7.6 supplies Waypoint's on-behalf-of identification and a support contact. Together the Greeting body and the on-demand HELP response are designed to satisfy CASL §6(2)(a) sender-identification, the on-behalf-of identification requirement where Waypoint sends on Subscriber's technological behalf, and the §6(2)(b)-(c) unsubscribe-mechanism requirement, consistent with sector practice at Tier-2 SMS-receptionist platforms. Subscriber-controlled SMS body content (including quick-response pills sent through Subscriber's own phone, not through the Service) is Subscriber's responsibility for CASL compliance.

7.9 SMS Express-Opt-In Gate (YES Gate)

Before any multi-turn AI qualification begins on the SMS Lead Rescue channel, the Service requires the End-Customer to provide an express opt-in by SMS. The Greeting SMS (per §7.8) asks the End-Customer to reply "YES" (or "OUI" for Quebec-prefix recipients). Until the End-Customer replies with that express opt-in keyword, the conversation is held in an awaiting-opt-in state: no AI qualification occurs and no further outbound SMS is sent. A reply that is not the express opt-in keyword does not constitute consent and holds the gate; a reply of STOP (or the other opt-out keywords at §7.6) opts the End-Customer out. When the End-Customer provides the express opt-in, the Service records an express-consent artifact (retained as CASL evidence per the retention schedule), sends a platform-controlled opt-in acknowledgment, and opens the qualification conversation.

This express opt-in operates in addition to — not in place of — the CASL Implied Consent basis at §7.1: the missed-call inquiry supports the single Greeting SMS that requests the opt-in, and the express "YES"/"OUI" reply then authorizes the multi-turn qualification. The express-opt-in gate satisfies the carrier and messaging-platform requirement for express opt-in on toll-free messaging and provides additional express-consent evidence.

7.10 Internal-User SMS Alert Consent (Owner + Authorized Users)

Separate from the End-Customer express opt-in at §7.9, any internal recipient of Subscriber-facing operational alert SMS — the Account Owner and any Authorized User added to receive alerts — must provide express consent to receive those alerts before any alert SMS is sent to that recipient's number. Consent is captured by an affirmative, click-through acceptance in the dashboard (a distinct, disclosed step, not bundled into acceptance of this Agreement): at the Account Owner's signup or first login, and at each Authorized User's first login. Until the recipient has consented for the number they use, the Service sends them no alert SMS; dashboard access is not conditioned on this consent. Consent is captured by checking an opt-in checkbox, unchecked by default (a distinct, disclosed step, not bundled into acceptance of this Agreement), which the recipient may complete or decline, and may give or withdraw at any time through a per-user control in the dashboard. The disclosure presented identifies Waypoint as sender, states that the recipient will receive SMS job alerts at the stated number, the message frequency, that message and data rates may apply, and the STOP and HELP keywords, and links to the Privacy Policy and SMS Policy. On acceptance the Service records an express-consent artifact (retained as CASL evidence per the retention schedule) and activates alert delivery to that number.

These alerts are operational/transactional messages rather than marketing; consent to receive them is optional and is not a condition of using the Service — a recipient who declines (or who leaves the opt-in checkbox unchecked) retains full dashboard access and continues to see all leads in the dashboard. Waypoint sends no marketing or promotional SMS to internal recipients. A recipient may opt out at any time by replying STOP (handled per §7.6); on opt-out the Service records and retains the opt-out and sends no further alert SMS. A carrier-level re-subscribe keyword (START) lifts the carrier-level suppression but does not by itself restore alerts; the recipient must re-consent through the dashboard before alert delivery resumes. This internal-user consent operates per recipient and is independent of the End-Customer consent framework at §7.1–§7.9.

8. Privacy and Data Handling

8.1 Privacy Policy Incorporated

Waypoint's Privacy Policy at waypointautomation.com/privacy is incorporated into and forms part of this Agreement. Subscriber's use of the Service is subject to the Privacy Policy.

8.2 Controller / Processor Split

For data Subscriber provides to Waypoint about Subscriber and Subscriber's Account (including Subscriber's business name, owner contact information, billing data, Subscriber's business description, Authorized User credentials, and the Account Owner's and each Authorized User's SMS-alert consent records), Waypoint is a controller under PIPEDA. For End-Customer personal data Waypoint processes on Subscriber's behalf via the Service (including phone numbers, voice content, voicemail audio, SMS content, web chat content, email content, image attachments, and AI-derived inferences about End-Customers), Subscriber is the controller and Waypoint is a processor acting under Subscriber's instructions.

8.3 Cross-Border Transfer Acknowledgment

Subscriber acknowledges that End-Customer data is processed by Sub-Processors located outside Canada, including the United States. Specifically: (a) AI processing (Anthropic primary; AWS Bedrock secondary failover for the Anthropic-served surfaces) occurs in the United States; (b) voicemail audio transcription, where Subscriber has voicemail AI triage enabled (Deepgram primary; OpenAI secondary failover), occurs in the United States; (c) SMS and voice carrier transit (Twilio) occurs in the United States; (d) email inbound routing (Sinch (Mailgun)) occurs in the United States; and (e) object storage (Cloudflare R2 ENAM) occurs in the eastern United States, and Cloudflare edge compute (Workers), network protection (Tunnel and Web Application Firewall), and bot-protection token validation (Turnstile) occur on Cloudflare's globally distributed edge network. Waypoint contractually requires each Sub-Processor to provide a level of protection comparable to that required under PIPEDA, consistent with the Office of the Privacy Commissioner of Canada Guidelines for Processing Personal Data Across Borders. Where the Service processes personal information of Quebec End-Customers, Waypoint's separate Quebec Law 25 article 17 cross-border-transfer assessment obligations are addressed in the Privacy Policy at §7.4. The complete Sub-Processor list with residency information is published in the Privacy Policy and reproduced in §13.

8.4 Sub-Processor Change Notice

The Sub-Processor change-notice procedure is set out in §13.

9. Fees, Billing, and Trial

9.1 Fees

The subscription fee is $99 CAD per month, single tier, with unlimited usage subject to §9.5. Fees are payable in advance, monthly, via Stripe. Fees are non-refundable except as required by law. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities; Subscriber is responsible for payment of all such taxes (including, where applicable, Canadian GST/HST/PST).

9.2 Free Trial

All Subscribers begin with a thirty-day free trial. No credit card is required at signup. During the trial, Subscriber may cancel at any time from the Account dashboard with no obligation. On day thirty of the trial, Subscriber must provide a valid payment method via Stripe Checkout to continue using the Service. If Subscriber does not provide a payment method, Subscriber's Account is suspended on day thirty-one. Subscriber may reactivate from a suspended state by providing a payment method via Stripe Checkout up to day sixty; after day sixty, Subscriber's Account enters the post-termination retention process described in §10.4. After the thirty-day trial, paid Fees are non-refundable except as required by law. The cancel-anytime provision at §10.2 is the operative consumer protection: Subscribers may cancel at any time, and will not be charged for a billing cycle that has not yet started at the time of cancellation. Subscribers who do not convert at day 60 are advised to export trial data within the post-suspension export window described at §10.4.

9.3 Auto-Renewal

After the trial period and the first paid month, Subscriber's subscription auto-renews monthly. Subscriber may cancel at any time from the Account dashboard (see §10.2). Cancellation takes effect at the end of the then-current billing cycle.

9.4 Price Changes and Grandfather Window

Waypoint may change the Fees on at least thirty days' prior written notice by email to Subscriber's Primary Email Address. If Subscriber does not agree to the new Fees, Subscriber may cancel before the new Fees take effect. Subscribers in good standing on the date of any price increase keep their then-current Fee for the remainder of the then-current billing cycle and for one additional billing cycle (the "grandfather window") before the new Fees apply. Mid-term price increases will not exceed twenty-five percent (25%) of the then-current Fee in any twelve-month period, except where required to pass through Sub-Processor cost increases or Canadian regulatory cost increases that Waypoint cannot reasonably absorb.

9.5 Fair-Use Ceiling

The Service includes unlimited usage subject to a soft fair-use ceiling of approximately 500 qualified conversations per Subscriber per month. If Subscriber's usage materially and consistently exceeds this ceiling, Waypoint may contact Subscriber to discuss higher-tier pricing. Waypoint will not impose hard usage caps mid-billing-cycle without thirty days' notice, except where required to maintain Service stability or carrier-relationship compliance.

9.6 Disputed Charges

Subscriber may dispute a charge by contacting Waypoint within sixty days of the charge. Waypoint and Subscriber will discuss the dispute in good faith. Subscriber will pay any undisputed amounts during the dispute.

9.7 Late Payment and Billing Lifecycle

If Subscriber's payment method is declined, the Account enters a seven-day grace period during which Service continues operating. If payment is not resolved by the end of the grace period, the Account is suspended (Service ceases) until payment is restored. The full operational framework that applies during the grace period and the post-grace suspension — including AI processing cessation, voicemail-recording continuity at the carrier layer, retention treatment, no retroactive AI processing on un-suspension, and Subscriber export rights — is at §15.2 (Subscriber Suspension Framework). Late amounts accrue simple interest at 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower.

9.8 Sales Tax

Subscriber is responsible for applicable Canadian sales tax (GST/HST/PST). Waypoint may collect such tax via Stripe at the rate applicable to Subscriber's place of business. Subscribers located in the Province of Quebec are not eligible for the Service per §2(4).

10. Term and Termination

10.1 Term

This Agreement begins on the Effective Date and continues until terminated under this §10.

10.2 Termination by Subscriber (Cancel-Anytime)

Subscriber may terminate this Agreement at any time by canceling the Account from the Account dashboard. Cancellation may be exercised from any non-terminal state of the billing lifecycle — Subscriber is not required to be in good standing to cancel. For Subscribers in an active paid state, termination takes effect at the end of the then-current billing cycle (Subscriber will not be charged for cycles that have not yet started). For Subscribers in any non-active state, termination takes effect immediately.

10.3 Termination by Waypoint

Waypoint may terminate this Agreement:

(a) immediately on written notice if Subscriber materially breaches this Agreement and fails to cure within thirty days of receiving Waypoint's notice of breach;

(b) on at least thirty days' prior written notice (with reasonable opportunity to revert scope or transition off the Service) if Subscriber's services fall within a Hard-Exclusion Category;

(c) immediately and without notice if Subscriber's use of the Service exposes Waypoint to imminent legal, regulatory, or carrier-relationship risk that cannot be mitigated through cure (including persistent CASL violation, material misrepresentation of Subscriber's business category, or carrier suspension of Subscriber's dedicated number); and

(d) on at least sixty days' prior written notice, for any other reason exercised in good faith and on a non-arbitrary basis, at Waypoint's discretion. Waypoint will not exercise this discretionary termination right to retaliate against a Subscriber's good-faith complaint, whistleblower disclosure, or assertion of a non-waivable consumer-protection right.

10.4 Effects of Termination

On termination by either party:

(a) Subscriber's operational use of the Service for new inbound leads (inbound lead capture, AI qualification, alert delivery) ends at the effective date of termination; Subscriber's dashboard access for purposes of viewing and exporting Account data is preserved during the post-termination soft-retention window described in (c);

(b) Subscriber owes any unpaid Fees through the effective date;

(c) Subscriber may export Account data via Waypoint's dashboard tools during a ninety-day post-termination soft-retention window. The export covers all Subscriber-data Waypoint holds as processor on Subscriber's behalf, including: contacts, leads, feed items, voicemail audio (delivered via signed URL), voicemail transcripts (where AI processing was enabled per §6.6), email bodies (delivered via signed URL where applicable), conversation transcripts, AI summaries, and audit logs associated with Subscriber's Account. Exports are produced in machine-readable formats reasonably suited to the data type (currently JSON for structured data and CSV for tabular data; media files are accessible via signed URL referenced in the export manifest). Subscriber may initiate the export, and any subsequent re-export, any number of times within the ninety-day window. Subscriber may also reactivate the Account during this window; reactivation restores Account access and operational use of the Service in full;

(d) after the ninety-day soft-retention window closes, Subscriber's End-Customer and operational data is permanently deleted by the post-termination purge described in the Privacy Policy at §6.2, except for data covered by the carve-outs in that section: (i) consent artifacts and CASL audit records (retained for three years from the date the consent was first established pursuant to the CASL section 33 due-diligence defence), (ii) data subject to a legal hold under §10.7, and (iii) the financial, audit, and tax-trail records required to support Waypoint's own statutory obligations;

(e) Subscriber may not log in to the Account or use dashboard features after the ninety-day soft-retention window closes. Any Subscriber-related records that remain after the post-termination purge (the carve-outs in (d)) age out on the §6.1 schedule until each category reaches its retention horizon and is deleted in the next scheduled retention sweep.

For Subscribers whose trial ends without conversion at day 60, the soft-retention window described in (c) begins on day 61 (the date the Account enters post-termination retention). Trial Subscribers contemplating non-conversion are advised to export trial data within that window and to communicate with End-Customers about the change in service status if End-Customers are likely to expect continued contact via the Service.

10.5 Twilio Sub-Account De-Provisioning and Port-Out Rights

On termination, Waypoint will de-provision Subscriber's dedicated Twilio sub-account, dedicated toll-free number, and dedicated local number within thirty days of the effective date.

Subscriber has the right to port the dedicated toll-free number to a destination Subscriber controls, subject to: (a) Subscriber's account being current on Fees through the effective date of termination; (b) absence of any pending compliance or carrier-spam investigation involving the number; (c) Subscriber's destination carrier accepting the port and providing valid port-out request documentation; and (d) carrier process timelines and any porting fees imposed by the receiving carrier. Waypoint will cooperate reasonably with Subscriber's port-out request, including initiating the port from Twilio's side, providing port-out authorization codes if required by the receiving carrier, and responding to receiving-carrier port-validation requests reasonably promptly. Where the conditions in (a) through (d) are met, Waypoint will not unreasonably delay the port. The dedicated local number, if provisioned, may be released on the same terms.

10.6 Survival

Sections 1 (Definitions, to the extent necessary to interpret surviving provisions), 5 (Subscriber Representations and Warranties, to the extent of past acts), 6 (AI Output, including the AI-Output disclaimer at §6.1, the private undertaking on use as evidence at §6.3, and the Training Prohibition Pass-Through at §6.7), 11 (Limitation of Liability), 12 (Indemnification), 13 (Sub-Processors, to the extent of past processing), 15.1 (Warranty Disclaimer), 16 (Confidentiality), 17 (Insurance Requirement), 18 (Governing Law and Venue), 20 (Entire Agreement and Order of Precedence), 22 (General, including Severability, Waiver, Assignment, Independent Contractors, No Third-Party Beneficiaries, and Cross-References), and any other provision that by its nature should survive termination, will survive. Section 15.2 (Subscriber Suspension Framework) governs operational behavior during a live (suspended) Account and survives only to the extent of past suspension-period acts.

10.7 Legal Holds

Notwithstanding §10.4, if Waypoint is required by law, regulation, or court order to retain Subscriber data, Waypoint may retain that data for the period required.

11. Limitation of Liability

11.1 Liability Cap

EXCEPT FOR THE LIABILITIES CARVED OUT BY §11.2, EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE), IS LIMITED IN THE AGGREGATE TO THE GREATER OF: (A) THE FEES PAID BY SUBSCRIBER TO WAYPOINT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000).

11.2 Carve-Outs from the Cap

The cap in §11.1 does not apply to:

(a) each party's indemnification obligations under §12, except that Waypoint's obligation under §12.2(b) is subject to a separate cap equal to the Fees paid by Subscriber to Waypoint in the twelve (12) months immediately preceding the event giving rise to the claim; (b) Subscriber's payment obligations under §9; (c) either party's breach of confidentiality obligations under §16; (d) liability arising from a party's willful misconduct or gross negligence; (e) liability arising from a party's willful or knowing infringement of the other party's intellectual property rights; (f) any non-waivable consumer rights under the BC Business Practices and Consumer Protection Act or comparable provincial legislation, to the extent such rights apply; and (g) CASL administrative monetary penalties, regulatory orders (including without limitation orders, decisions, or directions issued by the Canadian Radio-television and Telecommunications Commission, the Office of the Privacy Commissioner of Canada, the Information and Privacy Commissioner for British Columbia, the Commission d'accès à l'information du Québec, and any other federal or provincial regulator or commissioner with jurisdiction over a party's conduct under this Agreement), and any future statutory private right of action under CASL, PIPEDA, BC PIPA, Quebec Law 25, or comparable Canadian privacy or anti-spam legislation, to the extent any such right is in force at the time of the relevant claim and not otherwise pre-empted by Canadian law.

11.3 Excluded Damages

EXCEPT FOR THE LIABILITIES CARVED OUT BY §11.2, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS, MISSED LEADS, FAILED SMS DELIVERIES, OR LOST OPPORTUNITY, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.4 Allocation of Risk

The limitations in this §11 reflect an allocation of risk between the parties commensurate with the Fees paid. Subscriber acknowledges that Waypoint would not enter into this Agreement without these limitations.

12. Indemnification

12.1 Subscriber Indemnification (Subscriber → Waypoint)

Subscriber will defend, indemnify, and hold harmless Waypoint and its directors, officers, employees, contractors, and Affiliates (as defined at §1(18); collectively, the "Waypoint Parties") from and against any and all third-party claims, demands, losses, damages, liabilities, fines, regulatory penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:

(a) Subscriber's content or instructions to Waypoint, including the canonical business summary, templates, quick-response pills, voicemail greetings, and images uploaded by Subscriber or Authorized Users (for clarity, this does not include images originated by End-Customers via MMS attachments or inbound email attachments, the handling of which is governed by the Terms of Service §4.2 image-governance framework);

(b) Subscriber's breach of any of Subscriber's representations, warranties, covenants, or obligations under this Agreement, including the warranties at §5;

(c) Subscriber's violation of any applicable law or regulation, including CASL, PIPEDA, BC PIPA, provincial regulatory rules, and industry-specific regulations applicable to Subscriber's profession;

(d) any carrier fines, regulatory action, or service disruption by Twilio or any underlying telecommunications carrier resulting from Subscriber's messaging patterns or End-Customer interactions on Subscriber's dedicated number;

(e) Subscriber's failure to obtain End-Customer consents or provide End-Customer notices required by privacy law for Waypoint to lawfully process End-Customer personal data under Subscriber's instructions;

(f) Subscriber's use of the Service outside the categories supported by this Agreement, including operation within a Hard-Exclusion Category;

(g) any End-Customer-driven prompt injection, jailbreak, or comparable adversarial attack on the Service that causes harm to a third party, to the extent such harm is reasonably attributable to such attack; and

(h) Subscriber's combination of the Service with any third-party software, application, or service, where the combination causes the third-party claim and the Service used alone would not have done so.

12.2 Waypoint Indemnification (Waypoint → Subscriber, Narrow IP-Infringement)

Waypoint will defend, indemnify, and hold harmless Subscriber and its directors, officers, employees, and contractors from and against any and all third-party claims alleging that the Service, as provided by Waypoint and used by Subscriber in compliance with this Agreement, infringes, violates, or misappropriates a third party's intellectual property rights. The obligations in this §12.2 do not apply to:

(a) any claim arising from Subscriber's content, instructions, or configuration inputs, which are governed by §12.1(a);

(b) AI Output IP — narrow pass-through. Subject to the carve-outs in §12.2(c)–(e) and any additional carve-outs in this §12.2(b), and subject to the separately-stated cap at §11.2(a), Waypoint will defend, indemnify, and hold harmless Subscriber from third-party intellectual-property infringement or misappropriation claims arising from AI Output as delivered by the Service to Subscriber. This obligation does not apply to:

(i) modifications made by Subscriber to AI Output;

(ii) combination of AI Output with technology or content not provided by Waypoint;

(iii) Inputs or other data provided by Subscriber that caused or materially contributed to the alleged infringement;

(iv) use of AI Output in a manner that Subscriber knows or reasonably should know violates or infringes the rights of others;

(v) the practice of a patented invention contained in AI Output;

(vi) an alleged violation of trademark based on use of AI Output in trade or commerce; or

(vii) Subscriber's continued reliance on AI Output after Waypoint has notified Subscriber of an alleged infringement and provided a non-infringing alternative or remediation.

Waypoint's indemnity under this §12.2(b) is contingent on the corresponding upstream indemnity remaining in force from Waypoint's AI Sub-Processors. If an AI Sub-Processor's indemnity is withdrawn or materially narrowed, Waypoint will: (1) provide Subscriber with at least sixty days' prior written notice describing the upstream change and the corresponding narrowing of this §12.2(b); (2) during the sixty-day notice period, Subscriber may terminate this Agreement under §10.2 with a pro-rata refund of pre-paid Fees corresponding to the unexpired portion of the billing cycle; and (3) any narrowing of this §12.2(b) takes effect only on a go-forward basis and applies only to claims arising from AI Output generated after the effective date of the narrowing. Claims arising from AI Output generated before the effective date of the narrowing remain subject to this §12.2(b) as in force at the time the AI Output was generated;

(c) any claim arising from Subscriber's combination of the Service with any third-party software, application, or service, where the combination causes the claim and the Service used alone would not have done so;

(d) any claim arising from Subscriber's modification of Service deliverables in a manner not permitted by this Agreement, where the claim would not have arisen but for the modification; and

(e) any claim arising from Subscriber's continued use of the Service after Waypoint has notified Subscriber of an alleged infringement and provided a non-infringing alternative.

12.3 Indemnification Procedure

The indemnified party will: (a) promptly notify the indemnifying party in writing of the third-party claim; (b) allow the indemnifying party to control the defense and settlement of the claim, except that the indemnifying party may not settle any claim that imposes a non-monetary obligation on the indemnified party without the indemnified party's prior written consent (not to be unreasonably withheld); (c) cooperate reasonably with the indemnifying party in the defense, at the indemnifying party's expense; and (d) not settle the claim or admit liability without the indemnifying party's prior written consent.

13. Sub-Processors

13.1 Sub-Processor List

Waypoint engages the following Sub-Processors to provide the Service:

(a) Anthropic, PBC (United States) — primary AI provider for AI qualification, voicemail triage, email triage, web qualification, onboarding-time business-profile capture, and content-compliance classifiers. (b) Amazon Web Services, Inc. (United States) — AWS Bedrock secondary failover provider for the Anthropic-served AI surfaces in (a); engaged automatically when the primary provider is unavailable. Bedrock invokes Anthropic-published foundation models via AWS-managed infrastructure under cross-region inference profiles confined to United States regions; the model provider does not have access to prompts or completions routed through Bedrock. (c) Deepgram, Inc. (United States) — primary provider for voicemail audio transcription, only when Subscriber has voicemail AI triage enabled. (d) OpenAI, L.L.C. (United States) — secondary failover provider for voicemail audio transcription, engaged automatically when the primary provider is unavailable, only when Subscriber has voicemail AI triage enabled. (e) Twilio Inc. (United States) — SMS and voice carrier transit, voicemail recording pre-storage. (f) DigitalOcean, LLC (Canada — Toronto/TOR1 region) — primary Postgres database, managed Valkey (Redis-compatible) cache and queue layer (job payloads, including transient End-Customer phone numbers and message text, are held in Valkey for the lifetime of each queued job — typically seconds to minutes — before deletion), and application hosting. (g) Cloudflare, Inc. (United States — ENAM region for object storage; global edge for compute) — object storage (R2 ENAM), edge compute (Workers), network protection (Tunnel, Web Application Firewall), and bot protection (Turnstile, validating End-Customer browser tokens at signup and web-chat entry). (h) Sinch (Mailgun) (United States) — email inbound routing. (i) Sentry, Inc. (United States) — error monitoring and exception capture (with phone-number and email-address scrubbing applied at capture). (j) BetterStack (European Union — Germany) — uptime monitoring and incident routing (no End-Customer data). (k) Stripe, Inc. (United States) — billing and payment processing for Subscriber-account data only; no End-Customer data is routed to Stripe.

13.2 Sub-Processor Responsibility and Training Prohibition Pass-Through

Waypoint requires each Sub-Processor to commit to data-protection, security, and confidentiality obligations comparable to those in this Agreement, and remains responsible for a Sub-Processor's performance of the Service — except that Waypoint is not a guarantor of Sub-Processor performance, and Waypoint's liability for any Sub-Processor's acts or omissions is subject to the limitation of liability in §11, including the §11.1 cap. For the avoidance of doubt, a Sub-Processor's act or omission does not, by itself, constitute a breach by Waypoint of its confidentiality obligations under §16 for purposes of the §11.2(c) carve-out.

Anthropic, OpenAI, and AWS (via the Bedrock service terms) contractually prohibit training on data Waypoint submits via API. Deepgram's training prohibition is honored via the Model Improvement Partnership Program opt-out parameter set on every transcription request per §6.7. Waypoint passes this prohibition through to all data processed via those Sub-Processors and additionally commits not to submit production Subscriber or End-Customer data to AI vendor "feedback," "thumbs-up/down," "evaluation," or "support" channels unless the data has been stripped of personal information or Subscriber has expressly authorized the submission. If Waypoint changes AI Sub-Processors under §13.3, Waypoint will continue to require an equivalent no-training-on-customer-inputs commitment from the replacement Sub-Processor, or will obtain Subscriber's express consent to a different posture before the change takes effect.

13.3 Change Notice

Waypoint will provide at least thirty days' prior written notice (by email to Subscriber's Primary Email Address and by updating the Sub-Processor list at the Privacy Policy) before adding a new Sub-Processor or replacing an existing Sub-Processor with one that materially differs in residency or function. For purposes of this §13.3, "materially differs in residency or function" means (i) any change of the country of primary processing for personal information, (ii) any change of Sub-Processor identity even where the country of processing remains the same, or (iii) any expansion of the categories of data the Sub-Processor processes. Substitution within a single Sub-Processor's product family that does not change the country of processing or the data category is not a material change for purposes of this §13.3. Subscriber may, within thirty days of the notice, object in good faith. The parties will work together in good faith to resolve the objection. If the objection cannot be resolved, Subscriber may terminate the affected portion of the Service with a pro-rata refund of pre-paid Fees corresponding to the affected functionality and the unexpired portion of the billing cycle.

13.4 Emergency Substitution

Notwithstanding §13.3, Waypoint may substitute a Sub-Processor without thirty days' prior notice if (a) the existing Sub-Processor becomes insolvent or unavailable; (b) the existing Sub-Processor is the source of an active security incident; or (c) the existing Sub-Processor pulls service unilaterally. Waypoint will notify Subscriber of any emergency substitution as soon as commercially reasonable, and the change-notice and right-to-object mechanics in §13.3 apply prospectively to the substituted Sub-Processor.

Section 13.2's training-prohibition equivalence requirement (or Subscriber's express consent to a different posture) and the Quebec Law 25 article 17 transfer-impact assessment requirement at Privacy Policy §7.4(b) apply to emergency substitutions notwithstanding the carve-out from the §13.3 notice period. If the substitute Sub-Processor cannot meet the equivalence requirement at the time of substitution, Waypoint will (a) limit processing of Subscriber and End-Customer data on the substitute to what is operationally necessary to maintain service continuity, (b) not submit such data to AI vendor "feedback," "thumbs-up/down," "evaluation," or "support" channels, and (c) obtain Subscriber's express consent to the different posture within a commercially reasonable period or migrate processing back to a compliant Sub-Processor.

Quebec End-Customer personal information — article 17 assessment before substitution. Where an emergency substitution would communicate personal information about a Quebec End-Customer outside Quebec, Waypoint will complete the Quebec Law 25 article 17 transfer-impact assessment for the proposed substitute before routing Quebec End-Customer personal information to it. Until that assessment is complete, the affected Quebec End-Customer personal information will be queued, processing degraded, or routed only through an already-assessed Sub-Processor. This honors article 17's requirement that the assessment be conducted before — not after — communicating personal information outside Quebec.

14. Force Majeure

Neither party will be liable to the other for any failure to perform an obligation under this Agreement (except for payment obligations) if the failure results from a cause beyond the party's reasonable control, including: fire, flood, severe weather, earthquake, vandalism, accidents, sabotage, power failure; denial-of-service attacks or comparable cyber attacks; Internet, network, or hosting infrastructure failure or interruption; acts of God; acts of war or terrorism; riots or civil disturbance; strikes, lockouts, or labor disruption; laws, orders, rules, regulations, or restraints of any government or governmental body, civil or military, including the orders and judgments of courts; carrier suspension or filtering of Subscriber's dedicated toll-free number that is not the result of Waypoint's acts or omissions; and Sub-Processor outages or service modifications outside Waypoint's reasonable control.

15. Warranty Disclaimer + Suspension Framework

15.1 Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WAYPOINT DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT ALL MISSED CALLS WILL BE CAPTURED OR RESPONDED TO, THAT ALL EMAILS OR ZAPIER PAYLOADS WILL BE TRIAGED CORRECTLY, OR THAT ANY SPECIFIC LEAD-CAPTURE OR LEAD-CONVERSION RATE WILL BE ACHIEVED. AI OUTPUT IS SUBJECT TO THE DISCLAIMER AT §6.1. THIS §15.1 STATES THE FULL EXTENT OF WAYPOINT'S WARRANTIES; NO STATEMENT MADE BY ANY EMPLOYEE OF WAYPOINT, NO DOCUMENTATION, AND NO COURSE OF DEALING CREATES ANY ADDITIONAL WARRANTY.

15.2 Subscriber Suspension Framework

Where Waypoint suspends Subscriber's Account (for non-payment, breach of this Agreement, breach of the Acceptable Use rules, or other grounds permitted under this Agreement), the following operational framework applies during the period of suspension:

(a) AI processing stops. Waypoint's AI qualification, voicemail triage (where enabled per §6.6), email triage, and AI-generated Subscriber-facing alerts cease for the duration of the suspension. Subscriber's lack of receipt of AI processing and alerts is the operative signal that Subscriber's Account is suspended.

(b) Voicemail recording does not occur during the suspension period. End-Customers calling Subscriber's dedicated number receive a carrier-layer unavailability message ("this business is temporarily unavailable; please contact them directly") in lieu of reaching Subscriber's voicemail greeting. No voicemail audio is recorded during the suspension. This behavior is uniform across all suspension grounds and is not Subscriber-configurable.

(c) No suspension-period recordings to retain. Because no voicemail audio is recorded during a suspension period (see (b) above), no suspension-period retention question arises. Voicemail audio recorded while the Account was active is retained on the standard retention schedule set out at Privacy Policy §6.1, measured from the date the audio was originally recorded, and is unaffected by any subsequent suspension.

(d) Normal operation resumes on reinstatement. Where Subscriber's Account is reinstated after suspension, AI processing, voicemail recording, and Subscriber-facing alerts resume for activity occurring after the reinstatement date. Because no voicemail audio was recorded and no AI processing or alerts were generated during the suspension period, there is no suspension-period backlog and no retroactive processing occurs.

(e) Export rights apply. Subscriber's data-export rights under §10.4(c) continue to apply on termination after a suspension period; the export covers all Subscriber-data Waypoint holds as processor on Subscriber's behalf (delivered via signed URL).

16. Confidentiality

16.1 Definition

"Confidential Information" means any non-public information of one party (the "Discloser") that the other party (the "Recipient") receives in connection with this Agreement, whether oral, written, or in any other form, that is identified as confidential or that, by its nature or the circumstances of its disclosure, a reasonable person would understand to be confidential. Confidential Information of Waypoint includes the Service's non-public technical and operational details, the Compliance Engine ruleset, and any Waypoint pricing not publicly listed. Confidential Information of Subscriber includes End-Customer personal data and Subscriber's business operational details. Confidential Information does not include information that (a) was already known to Recipient without confidentiality obligation; (b) is or becomes publicly available through no breach by Recipient; (c) Recipient receives from a third party with no confidentiality obligation; or (d) Recipient independently develops without use of Confidential Information.

16.2 Obligations

Recipient will (a) not disclose Discloser's Confidential Information to any third party except to Recipient's personnel, contractors, or Affiliates (as defined at §1(18)) with a need to know who are bound by confidentiality obligations no less protective than this §16; (b) use Discloser's Confidential Information only as necessary to perform under this Agreement; (c) protect Discloser's Confidential Information with the same care Recipient uses for its own confidential information of similar sensitivity (and in any event at least reasonable care); and (d) on Discloser's written request, return or destroy Discloser's Confidential Information.

16.3 Duration

The obligations in this §16 apply during the term of this Agreement and for three years after termination, except: (a) for trade secrets, which are protected for as long as they remain trade secrets; and (b) for End-Customer personal information that Recipient holds in connection with this Agreement, which is protected for as long as Recipient holds the information and continues to be subject to applicable privacy law obligations under the retention schedule at Privacy Policy §6.1.

16.4 Required Disclosure

Recipient may disclose Discloser's Confidential Information to the extent required by law, regulation, or court order, provided Recipient promptly notifies Discloser (where legally permitted) and cooperates reasonably with any effort by Discloser to seek a protective order.

17. Insurance Requirement

Subscriber is strongly encouraged to maintain errors-and-omissions, professional liability, and cyber liability insurance coverage appropriate to Subscriber's business and industry. Subscriber acknowledges that Waypoint's insurance does not cover Subscriber's operations, Subscriber's professional services, or any liability arising from Subscriber's use of the Service for Subscriber's business activities. Waypoint may, but is not required to, request evidence of Subscriber's insurance coverage from time to time.

18. Governing Law and Venue

18.1 Governing Law

This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia, without giving effect to conflict-of-law principles.

18.2 Venue

For disputes that exceed the jurisdictional limit of the BC Civil Resolution Tribunal and BC Small Claims Court, the parties submit to the exclusive jurisdiction of the courts of British Columbia, with venue in Victoria. For disputes within the jurisdictional limit of the BC Civil Resolution Tribunal or BC Small Claims Court, the parties submit to whichever of those tribunals or courts has jurisdiction over the claim.

18.3 No Arbitration

The parties have not agreed to mandatory arbitration. Each party retains the right to bring any claim before a court of competent jurisdiction in accordance with §18.2. The parties have considered and rejected mandatory arbitration on the basis that arbitration filing fees and procedural costs may be disproportionate to the value of disputes likely to arise under this Agreement, consistent with the Supreme Court of Canada's analysis in Uber Technologies Inc. v. Heller, 2020 SCC 16.

18.4 Pre-Litigation Notice and Good-Faith Negotiation

Before filing any claim arising from or relating to this Agreement, the claiming party will provide written notice to the other party describing the claim and the proposed remedy. The parties will negotiate in good faith for at least thirty days after the notice to attempt to resolve the dispute without litigation. This §18.4 does not apply to (a) claims for injunctive or equitable relief; (b) claims for unpaid Fees; (c) claims arising from a party's breach of confidentiality; or (d) claims by Subscriber challenging Waypoint's exercise of §10.3(c) immediate termination, where Subscriber asserts that the termination was not in good faith.

18.5 Quebec Carve-Out

Subscribers located in the Province of Quebec are not eligible to enter into this Agreement, per §2(4). End-Customers may be located in any province, including Quebec, or in any other jurisdiction; the geographic restriction is on Subscriber, not on Subscriber's End-Customers. Where Waypoint processes personal information of Quebec End-Customers, Waypoint's Law 25 obligations are addressed in the Privacy Policy at §7.4 and are independent of the Subscriber-Quebec eligibility carve-out. Waypoint may open Quebec Subscriber eligibility subject to Waypoint's compliance with the Act respecting the protection of personal information in the private sector (as amended by Quebec Law 25), including its automated-decision disclosure, transfer-assessment documentation, French-language access, and Privacy Officer designation requirements.

18.6 Class-Action Waiver

To the maximum extent permitted by law, claims under this Agreement will be brought only on an individual basis, not as a plaintiff or class member in any class, consolidated, or representative action. This §18.6 does not preclude regulatory action by a competent authority.

19. Notices

19.1 Notice to Subscriber

Waypoint may give notice to Subscriber by email to Subscriber's Primary Email Address, by in-dashboard banner or notification, or by other reasonable means. If Subscriber fails to maintain accurate contact information, Subscriber may not receive critical information about the Service or this Agreement.

19.2 Notice to Waypoint

For any notice to Waypoint that Subscriber gives under or regarding this Agreement, Subscriber must notify Waypoint by email to legal@waypointautomation.com with a duplicate copy sent by registered mail to:

> Waypoint Automation Inc. > 1354 Pandora Avenue > Victoria, British Columbia V8R 1A2 > Attention: Legal Department

20. Entire Agreement and Order of Precedence

20.1 Entire Agreement

This Subscription Agreement, together with the Terms of Service, Privacy Policy, and SMS Policy as published at waypointautomation.com (collectively, the "Agreement"), is the entire agreement between Subscriber and Waypoint regarding Subscriber's use of the Service. Any prior or contemporaneous understandings, statements, or agreements (whether oral or written) are superseded by this Agreement.

20.2 Order of Precedence

The four documents in §20.1 form a single Agreement and should be read consistently. Where a conflict between documents exists, the following hierarchy applies:

(a) Statutory and regulatory requirements override all documents. Mandatory requirements imposed by applicable law (including CASL section 6 sender-identification and unsubscribe-mechanism requirements, PIPEDA, BC PIPA, Quebec Law 25, and any other applicable statute or regulation) override any provision of any document in the stack. No document may be read to authorize conduct that would violate a statutory or regulatory requirement.

(b) For End-Customer-facing matters — including SMS opt-out wording and mechanism, web chat AI-disclosure, voicemail pre-recording notice, Privacy Policy data-subject-rights commitments, and Quebec Law 25 disclosures — the public-facing document directly addressing the End-Customer (the SMS Policy for SMS, the Terms of Service for web chat and the Website, the Privacy Policy for data-subject rights and cross-border transfers) controls. The Subscription Agreement may impose stricter obligations on Subscriber or Waypoint than the public-facing document, in which case Subscriber and Waypoint comply with the stricter standard, but the public-facing document remains the End-Customer-facing source of truth.

(c) For Subscriber-Waypoint contractual matters not falling within (a) or (b) — including liability allocation, indemnification, fees, term, termination, sub-processor management, and dispute resolution — the Subscription Agreement controls, followed by the Terms of Service, then the Privacy Policy, then the SMS Policy.

The four documents are intended to be consistent, and any apparent conflict will be resolved in favor of the document that most directly addresses the surface or matter at issue under (a)–(c) above.

20.3 Click-Through Enforceability

Subscriber acknowledges that this Agreement is presented to Subscriber at signup with reasonable opportunity to review, that Subscriber's acceptance is recorded with a timestamp, and that Subscriber has the option to print or save a copy. The parties intend the Agreement to be formed by electronic acceptance in accordance with applicable electronic-commerce law and click-through enforceability principles, including Dell Computer Corp. v. Union des consommateurs, 2007 SCC 34 (Supreme Court of Canada), and the BC Electronic Transactions Act. The venue clause at §18.2 remains subject to non-waivable consumer and privacy rights, including principles reflected in Douez v. Facebook, Inc., 2017 SCC 33 (Supreme Court of Canada).

21. Modifications

Waypoint may update this Agreement from time to time. Material changes (those that adversely affect Subscriber's rights, increase Subscriber's obligations, or change the price of the Service) will be communicated by email to Subscriber's Primary Email Address and by Website posting at least thirty days before the effective date. Non-material changes (clarifications, drafting fixes, terminology cleanups) take effect on posting. Subscriber's continued use of the Service after the effective date of an update constitutes acceptance. If Subscriber does not accept a material change, Subscriber may terminate this Agreement under §10.2 before the change takes effect.

Where a modification to the Privacy Policy materially extends the retention horizon for any End-Customer-data category beyond the horizon in effect on the Effective Date of this Agreement, that modification is treated as a material change to this Agreement for purposes of this §21, and Subscriber may exercise the same notice-and-termination rights set out above.

22. General

22.1 Severability

If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, the remainder will continue in effect, with the minimum changes required to remove the invalid or unenforceable portion.

22.2 Waiver

A party's failure to enforce any provision of this Agreement is not a waiver of that or any other provision. Any waiver must be in writing and signed by the waiving party.

22.3 Assignment

Subscriber may not assign this Agreement or any right or obligation under it, by operation of law or otherwise, without Waypoint's prior written consent. Waypoint may assign this Agreement, in whole or in part, to an Affiliate (as defined at §1(18)) or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of Waypoint's assets, on notice to Subscriber. Any attempted assignment in violation of this §22.3 is void. This Agreement binds, and inures to the benefit of, the parties and their permitted successors and assigns.

22.4 Independent Contractors

Subscriber and Waypoint are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between Subscriber and Waypoint. Neither party has the authority to bind the other or to incur any obligation on the other's behalf without the other's prior written consent.

22.5 Counterparts

This Agreement may be executed or accepted in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same Agreement.

22.6 Headings

Section headings in this Agreement are for convenience of reference only and do not affect the interpretation or construction of any provision.

22.7 No Third-Party Beneficiaries

Except as expressly stated in this Agreement, this Agreement is for the sole benefit of Subscriber and Waypoint and does not confer any rights, benefits, or remedies on any other person, including any End-Customer. End-Customer-facing protections and disclosures are governed by the Terms of Service, Privacy Policy, and SMS Policy as referenced in §20.

22.8 Cross-References

Cross-references in this Agreement to specific sections of the Subscription Agreement, the Terms of Service, the Privacy Policy, or the SMS Policy refer to those sections as they exist on the Effective Date of this Agreement and to their successors-in-substance if any such document is renumbered or restructured. Where a cross-reference would be ambiguous due to such renumbering, the reference is to the section of the same subject matter as the originally-referenced section.