WAYPOINT

TERMS OF SERVICE

Last Updated: May 29, 2026

These Terms of Service ("Terms") govern your use of the website at waypointautomation.com (the "Website") operated by Waypoint Automation Inc. ("Waypoint", "we", "us", "our") and the Service we make available through the Website. By using the Website, you agree to these Terms. If you don't agree, please don't use the Website or the Service.

If you are signing up for or using the Waypoint Service as a paying customer, your relationship with Waypoint is principally governed by our Subscription Agreement at waypointautomation.com/subscription-agreement. These Terms govern your use of the public Website. The Subscription Agreement controls in any conflict between these Terms and the Subscription Agreement (see §12.2). Capitalized terms used but not defined in these Terms have the meanings given in the Subscription Agreement §1 (Definitions).

1. Acceptance and Use of the Website

By accessing or using the Website, you confirm that you have read, understand, and accept these Terms. We may update these Terms from time to time as set out in §12.1.

These Terms apply to:

Account-specific terms — registration, configuration, billing, free trial, AI Output disclaimers in operative form, indemnification, governing law, and termination — live in the Subscription Agreement, not in these Terms.

2. Eligibility and Quebec Notice

You must be at least the greater of (a) eighteen years old or (b) the age of majority in your jurisdiction to use the Website. If you use the Website on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

The age requirement in this §2 governs your acceptance of these Terms of Service for use of the Website. It does not govern the processing of End-Customer data flowing through the Service on a Subscriber's behalf, which is addressed at Privacy Policy §11.

Subscribers must be located in Canada, excluding the Province of Quebec. This eligibility restriction is on Subscribers (the businesses that sign up for the Service), not on visitors or End-Customers. Quebec residents may freely visit the Website and may be End-Customers of a Subscriber located outside Quebec, but cannot register as Subscribers (see Subscription Agreement §18.5, which describes the conditions on which Quebec Subscriber eligibility may be opened in future). Where Waypoint processes personal information of Quebec End-Customers, separate Quebec Law 25 obligations apply directly to Waypoint and are addressed in the Privacy Policy at §7.4.

3. Description of the Service

Waypoint is a multi-channel inbound lead-capture, AI qualification, and unified Lead Inbox service for small businesses in Canada (excluding Quebec). The Service captures inbound customer inquiries via four channels — SMS Lead Rescue, Waypoint Link web chat, email triage, and Zapier inbound webhook — runs each inquiry through a shared AI qualification and compliance pipeline, and surfaces qualified leads to Subscribers via a Lead Inbox dashboard and SMS alerts. Pricing, free-trial, and other commercial terms are at the pricing page and are governed by the Subscription Agreement.

4. Acceptable Use

4.1 Prohibited Uses

You will not, and will not permit any person on your behalf to (where an item below applies specifically to Subscriber conduct — such as (d), (h), and (j) — it binds Subscribers and persons acting on a Subscriber's behalf):

(a) use the Service to send unsolicited commercial messages or spam in violation of CASL or comparable law;

(b) use the Service to harass, threaten, defame, or harm any individual;

(c) use the Service to violate any applicable law, including CASL, Canadian telemarketing law, privacy law (PIPEDA, BC PIPA, comparable provincial regimes), intellectual-property law, securities law, or employment law;

(d) attempt to access another Subscriber's data, the Service's source code (except for any portion publicly published as open source), or any non-public Service infrastructure;

(e) attempt to defeat, work around, or disable the Compliance Engine or any other Service safeguard;

(f) attempt to manipulate the Service's AI behavior through prompt injection, jailbreak, or comparable adversarial input — including instructing the AI to ignore safety rules, generate misleading information, or impersonate a real party;

(g) use the Service to impersonate any individual, business, or government entity;

(h) misrepresent your business to evade the signup-classification process or to operate within a Hard-Exclusion Category enumerated in the Subscription Agreement;

(i) scrape, crawl, or systematically extract content from the Website or the Service without our prior written permission;

(j) automate Subscriber-side interactions in a manner that circumvents Subscriber's own attestation responsibilities (for example, automating the acceptance of disclosure checkboxes on behalf of an unattended Account);

(k) use the Service to infringe a third party's intellectual-property rights, including by uploading material you do not have rights to;

(l) upload any material that constitutes child sexual abuse material (CSAM) or that depicts violence against minors;

(m) upload any material that violates an individual's privacy or End-Customer's reasonable expectation of confidentiality;

(n) use the Service to develop, train, or improve a competing artificial-intelligence model or service.

4.2 Image Upload Governance

Images may be uploaded to the Service in three contexts: by End-Customers as MMS attachments on inbound SMS conversations; by End-Customers via the Waypoint Link web chat; and by senders via inbound email attachments. The §4.1 prohibitions apply to End-Customer image uploads on the SMS and inbound-email channels as Waypoint's content policy and as the basis for Waypoint's removal-and-reporting commitments described below, not as a contractual obligation binding the End-Customer (End-Customers on the SMS and inbound-email channels do not accept these Terms; the click-through acceptance at §9A binds only web-chat End-Customers).

We do not knowingly store or retain images that constitute child sexual abuse material (CSAM) or other unlawful content depicting minors. If we become aware (through Subscriber report, our own review of an image surfaced for any reason, third-party notification, or law-enforcement contact) that an image stored through the Service constitutes CSAM, we will remove the image and report the content to the Canadian Centre for Child Protection (Cybertip.ca) and any other authority required by Canadian law, including An Act respecting the mandatory reporting of Internet child sexual abuse and exploitation material by persons who provide an Internet service (the "Mandatory Reporting Act") where applicable. Waypoint does not currently operate proactive automated scanning of stored images for CSAM. If a proactive scanning capability is introduced in future, these Terms will be updated and Subscribers will be notified.

We may remove any image that, in our reasonable assessment, violates these Terms, the Subscription Agreement, or applicable law.

4.3 Enforcement

We reserve the right (but assume no obligation) to monitor Service activity for compliance with this §4, to remove offending content, to restrict offending Accounts, and to terminate Subscribers who violate this §4 in accordance with Subscription Agreement §10.3.

5. Account-Required Sections (Pointer)

If you wish to register an Account or use the Service as a paying Subscriber, the Subscription Agreement at waypointautomation.com/subscription-agreement governs your relationship with Waypoint. Account registration, configuration, fees, free trial, AI Output disclaimers in operative form, indemnification, governing law, and termination are addressed in the Subscription Agreement, not in these Terms. The Subscription Agreement controls in any conflict.

6. Industry Regulatory Compliance Disclaimer

If you are a Subscriber, you are responsible for ensuring that your use of the Service complies with all regulations applicable to your 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 universal CASL framework and the Compliance Engine the Service provides.

6A. Hard-Exclusion Categories

Waypoint does not provide the Service to certain business categories. The complete list of Hard-Exclusion Categories, including the conditions under which Waypoint may suspend or terminate Accounts within these categories, is set out in Subscription Agreement §3.6 enumerated subsections (a) through (m). Subscribers in industries subject to professional regulatory rules are responsible for compliance with those rules; see Subscription Agreement §3.7.

7. Material-Change Notification

If you become a Subscriber, you agree to notify Waypoint promptly of any material change to the services you offer through the Service — including any change that would cause your services to fall within a Hard-Exclusion Category. The full obligation is in Subscription Agreement §3.9 and §5.1.

8. AI Output Disclaimer

The Service uses artificial intelligence to qualify leads, classify conversations, generate summaries, and surface alerts. AI Output may contain errors, hallucinations, misclassifications, or omitted relevant facts. The Service does not constitute professional advice in any regulated profession. Subscribers should independently review AI Output before relying on it for any decision. The full operative AI Output disclaimer, including the allocation of risk for prompt-injection attacks (subject to Waypoint's Commercially-Reasonable Mitigation Standard) and the evidentiary posture of AI Output, is at Subscription Agreement §6.

9. Waypoint Link Web Chat — End-Customer Reliance Limit

If you are interacting with a Waypoint Link web chat surface — whether on wypt.ca/<slug> or via an embedded widget on a Subscriber's website — you are interacting with an AI-assisted system on behalf of the Subscriber. AI Output is not a substitute for professional judgment, and you should not rely on AI Output for matters requiring legal, medical, financial, accounting, or other regulated advice. Subscriber's professional judgment governs the Subscriber's response to your inquiry, not Waypoint's AI.

9A. End-Customer-Facing AI Notice (Operative)

This §9A is an operative disclosure to End-Customers interacting with the Waypoint Link web chat surface (wypt.ca/<slug> or embedded widgets on a Subscriber's website). Waypoint commits to displaying this notice as a persistent on-screen element on the Waypoint Link chat surface, accessible at any time during the chat session via an in-chat link available throughout the session.

Before the chat session begins, End-Customers complete a click-through step affirmatively agreeing to these Terms of Service and Waypoint's Privacy Policy. The acceptance is timestamped and recorded by Waypoint as a forensic artifact in Waypoint's CASL and PIPEDA consent ledger, capturing the version of each document accepted, the time of acceptance, and supporting record details. The click-through step is the moment at which the End-Customer consents to interact with the AI system described below; the persistent in-chat AI Notice (above) remains visible throughout the chat session as a reminder.

The responses you receive in this chat are generated by an artificial-intelligence (AI) system, not by a human.

AI responses may contain errors, may be incomplete, may misclassify your inquiry, and may not reflect what the business will actually do. The business uses our AI to triage your inquiry and reach back out to you. Any final response from the business — including pricing, availability, scheduling, or service commitments — comes from the business directly, by phone, SMS, or in-person follow-up. The AI's response in this chat is not a binding representation by the business or by Waypoint.

Do not rely on AI responses for matters requiring professional judgment, including legal, medical, financial, accounting, or other regulated advice. If you are unsure about anything the AI tells you, please ask the business directly when they reach out.

If a real situation requires immediate help — for example, an emergency, a safety risk, or harm to yourself or someone else — please contact emergency services (911 in Canada) directly. Do not rely on this chat to reach emergency response.

This §9A applies regardless of whether the End-Customer has accepted any other terms or has any direct contractual relationship with Waypoint.

If you ask the AI directly whether you are talking to a person or to AI, the AI will honestly confirm that it is an AI assistant, not a human. The AI will not pretend to be a specific named person or to be the business owner.

10. Limitation of Liability

To the maximum extent permitted by law, neither Waypoint nor any other party involved in providing the Website or the Service is liable for any indirect, incidental, consequential, special, or punitive damages, or for any lost profits, lost revenue, lost data, lost business, missed leads, failed SMS deliveries, or lost opportunity arising from your use of the Website or the Service.

For Subscribers, the operative liability cap (the greater of three months' Fees or CAD $1,000), the carve-outs from the cap, and the related allocation-of-risk provisions are at Subscription Agreement §11.

This §10 does not limit any non-waivable consumer rights under the BC Business Practices and Consumer Protection Act or comparable provincial legislation, or any future statutory private right of action under CASL or comparable Canadian 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. Governing Law and Venue

These Terms are 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. To the extent permitted by applicable law, 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. This jurisdiction-selection provision is subject to any non-waivable consumer-protection rights (including under the BC Business Practices and Consumer Protection Act or comparable provincial legislation) and to any non-waivable Quebec consumer rights under article 3149 of the Civil Code of Québec available to Quebec-resident End-Customers. The parties have not agreed to mandatory arbitration. For Subscribers, the operative governing-law and dispute-resolution provisions, including the Quebec carve-out, are at Subscription Agreement §18.

12. Modifications, Order of Precedence, and General

12.1 Modifications

We may update these Terms from time to time. Material changes (changes that adversely affect your rights or substantively alter the Service offering) will be communicated to Subscribers by email to Subscribers' Primary Email Addresses and by Website posting at least thirty days before they take effect. Non-material changes (clarifications, drafting fixes, terminology cleanups) take effect on posting. Continued use of the Website after a change takes effect constitutes acceptance.

12.2 Order of Precedence

These Terms, the Subscription Agreement, the Privacy Policy, and the SMS Policy form a single Agreement and should be read consistently. Where a conflict between documents exists, the order of precedence mirrors Subscription Agreement §20.2 in full, namely:

(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, these Terms 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 these Terms, 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.

12.3 Severability

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

12.4 No Waiver

Failure to enforce any provision of these Terms is not a waiver of that or any other provision.

12.5 Assignment

You may not assign these Terms or any rights or obligations under them without Waypoint's prior written consent. Waypoint may assign these Terms to any Affiliate (as defined at Subscription Agreement §1(18)), successor, or purchaser of Waypoint's business.

12.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship.

12.7 Cross-References

Cross-references in these Terms to specific sections of the Terms of Service, the Subscription Agreement, the Privacy Policy, or the SMS Policy refer to those sections as they exist on the date these Terms take effect 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.

12.8 Contact

For questions about these Terms, contact Waypoint at legal@waypointautomation.com, or by mail to:

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