PLEASE CAREFULLY REVIEW THESE TERMS OF SERVICE. ONCE ACCEPTED, THESE TERMS OF SERVICE, ALONG WITH OUR PRIVACY POLICY, DATA PROCESSING AGREEMENT, AND AFFILIATE AGREEMENT (COLLECTIVELY, THE “TERMS”), FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU (OR THE BUSINESS ENTITY YOU REPRESENT) AND SUSANOO INC., INCLUDING ITS OFFICERS, DIRECTORS, SUCCESSORS, AND ASSIGNS (“SUSANOO,” “WE,” OR “US”).

THESE TERMS GOVERN YOUR USE OF AND ACCESS TO SUSANOO’S AUTOMATION AND AI-POWERED BUSINESS PLATFORM (THE “PLATFORM”), AS WELL AS ANY RELATED SERVICES, SUPPORT, OR ENGAGEMENTS WITH SUSANOO.

BY ACCEPTING THESE TERMS, CREATING AN ACCOUNT, OR USING THE PLATFORM, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

UNLESS OTHERWISE STATED IN A SEPARATE, SIGNED AGREEMENT WITH SUSANOO, THESE TERMS OF SERVICE TAKE PRECEDENCE OVER ANY CONFLICTING TERMS IN REFERENCED AGREEMENTS.

SUSANOO RESERVES THE RIGHT TO MODIFY THESE TERMS AT ANY TIME. MATERIAL CHANGES WILL BE COMMUNICATED TO ACCOUNT HOLDERS VIA EMAIL OR PLATFORM NOTIFICATION, AND YOUR CONTINUED USE OF THE PLATFORM AFTER SUCH CHANGES CONSTITUTES ACCEPTANCE OF THE UPDATED TERMS.

YOU ARE STRONGLY ENCOURAGED TO SEEK INDEPENDENT LEGAL COUNSEL TO ENSURE THAT YOUR USE OF THE PLATFORM IS CONSISTENT WITH THESE TERMS AND ALL APPLICABLE LAWS.

1. Utilization of the Platform

1.1. Age Limitations

You must be at least 18 years of age to access or use the Platform. By accepting these Terms, creating a Platform Account, or otherwise engaging with the Platform, you affirm that you are 18 years old or older and legally capable of entering into this agreement. Accounts may not be created or used independently by individuals under the age of 18.

However, if you are a parent or legal guardian providing consent on behalf of an individual who is at least 13 years of age but under 18 (a “Minor”), you hereby agree to supervise the Minor’s use of the Platform and assume full responsibility for their activity. This includes accepting all legal obligations arising from the Minor’s actions on the Platform, ensuring the accuracy of any information provided, confirming that the Platform’s content and functionality are appropriate for the Minor, and providing all necessary consents, acknowledgements, and warranties on their behalf.

The Platform is intended for professional and commercial use. By permitting a Minor to access the Platform under your supervision, you accept and agree that you remain fully liable for their compliance with these Terms.

1.2. Ownership of Platform Account.

Access to the Platform is contingent upon the submission of complete and accurate information during the account registration process. The Platform is intended solely for legitimate business use or in connection with professional, vocational, or organizational activities. By agreeing to these Terms, you are considered the account owner unless you are acting on behalf of a corporate entity, in which case that entity holds ownership of the Platform Account. If you accept these Terms on behalf of a corporate entity, you represent and warrant that you have the full legal authority to bind that entity. You acknowledge that Susanoo Inc. is not responsible for any unauthorized access, misrepresentation, or misuse of the Platform arising fom inaccurate account information or falsely claimed business representation.

1.3. Intended Utilization.

The Platform is to be used solely for lawful purposes and in accordance with these Terms. You, and any individual or entity to whom you grant access, must not use the Platform in any way that violates applicable laws or regulations, or engages in activities classified as Prohibited Uses. You are responsible for ensuring that all users under your account—including employees, agents, and clients—operate in compliance with these Terms and hold any required licenses, authorizations, or consents. You further agree to distribute these Terms to all applicable parties and affirm their awareness that these conditions govern access and usage. You also confirm that you own or control all rights to any content, code, or data you provide to Susanoo, and that all such content is accurate, secure, and authorized for use within the Platform. Finally, you agree to cooperate fully with any lawful information requests from regulatory authorities, telecommunications providers, or law enforcement.

1.4. Confidentiality.

By using the Platform and submitting data through it, you consent to Susanoo’s use and handling of such data in accordance with our [Privacy Policy], which is incorporated herein by reference. You acknowledge that Susanoo is not liable for the deletion, failure to store, or transmission of any content or Information via the Platform.

If you provide your customers with access to the Platform or collect data through it, you are solely responsible for maintaining and enforcing a privacy policy that meets or exceeds the safeguards provided by Susanoo. You must obtain clear, affirmative consent from your customers acknowledging their understanding and acceptance of your privacy practices. You further represent that you have provided all necessary notices and acquired all permissions required to lawfully share customer data with Susanoo, and that such disclosures comply with these Terms and all applicable laws.

1.5. Access Credentials.

You are solely responsible for maintaining the security and confidentiality of your Platform access credentials, including usernames, passwords, API keys, and any other means of authentication. All activity conducted through your account—authorized or otherwise—will be deemed your responsibility.

You agree to notify Susanoo immediately upon becoming aware of any unauthorized use of your account or breach of security. We reserve the right to disable or revoke access credentials at our discretion, with or without notice, particularly in the event of a suspected or actual violation of these Terms.

Platform Accounts are non-transferable. It is your responsibility to implement appropriate safeguards to prevent unauthorized individuals from accessing or using your account.

1.6. Communication Services Usage.

The Platform includes various communication functionalities such as SMS, MMS, email, voice calls, and other digital outreach tools, which may be manually deployed or automated through workflows or AI-powered features.

By enabling or utilizing these services, you accept full responsibility for all messages and communications transmitted via the Platform. This includes strict adherence to all applicable laws and regulations, including but not limited to the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and any other jurisdictional requirements.

You acknowledge and warrant that your use of communication services is lawful, consent-based, and fully compliant. Susanoo provides only the underlying technology and infrastructure; it does not originate, initiate, or send communications on your behalf. You retain full control over message content, scheduling, distribution, contact lists, and compliance mechanisms, whether executed manually or via automation.

Susanoo disclaims all liability arising from your use of the communication features, including non-compliance with consent requirements, opt-out handling, or message delivery failures.

1.7. Services Offered by Third Parties.

The Platform may integrate or rely on third-party services, systems, or infrastructure—including, but not limited to, voice, SMS, email, domain registration, or data storage tools—required for the delivery of core functionalities. These services may be made available to you through Susanoo under direct license, API integration, or resale partnerships.

Susanoo makes no representations or warranties regarding the availability, reliability, performance, or continued access to any such third-party services. Your use of these third-party components is subject to their respective terms of service, and you acknowledge that any interruptions, limitations, or changes originating from those providers are outside Susanoo’s control.

If your Platform Account is suspended, paused, or terminated for more than thirty (30) days, and Susanoo continues to incur fees on your behalf (such as those related to the reservation of a phone number or domain), Susanoo reserves the right to release, reclaim, or delete such services, records, or data without liability or obligation to restore access.

Susanoo disclaims all responsibility for outages, delays, or disruptions caused by third-party providers and is under no obligation to reassign previously provisioned resources upon account reactivation.

1.8. Content from External Sources.

The Platform may include access to or references to third-party content, websites, tools, or informational materials (“External Content”). Any such content is provided solely for convenience or integration purposes and is not owned, controlled, or curated by Susanoo.

You acknowledge that the views, statements, and materials shared via External Content are solely those of the respective providers and do not reflect the opinions, guidance, or endorsements of Susanoo Inc. We do not make any representations or warranties about the accuracy, completeness, reliability, or legality of External Content, and we disclaim all liability related to its use.

You are solely responsible for evaluating and assuming all risks associated with accessing or interacting with External Content. Any reliance on third-party resources, services, or information is at your own discretion. You agree that all such activity must comply with applicable laws and these Terms of Service.

1.9. Tailoring and Adjustments.

The Platform may allow for limited visual personalization of your account interface, including the application of your business name, logo, brand colors, and other cosmetic elements within your designated workspace. These customizations are provided strictly for branding consistency and user familiarity.

You remain solely responsible for ensuring that any uploaded assets or branding elements comply with applicable copyright, trademark, and intellectual property laws. Susanoo Inc. assumes no responsibility for any disputes or liabilities arising from your customized visual presentation.

Customization does not grant you any ownership, authorship, or modification rights over the Platform’s source code, structure, logic, or proprietary systems. All personalization must be implemented in a manner that does not imply independent development or decouple the platform from Susanoo’s intellectual property.

Susanoo reserves the right, at its sole discretion, to modify or remove any customizations—without notice—if they are misleading, non-compliant, technically disruptive, or otherwise conflict with Susanoo’s brand, integrity, or platform guidelines

1.10. Usage Constraints Due to High Activity.

Access to the Platform is provided under a tiered subscription model, with each tier designed to accommodate specific levels of system usage, including data volume, automations, storage, and API calls. While we aim to support growth, platform performance must be preserved across all users.

Susanoo reserves the right to evaluate your usage in relation to your subscribed tier. If, in our sole discretion, we determine that your usage is excessive, abnormal, or negatively impacts platform stability, user experience, or operational costs, we may take one or more of the following actions:

a) Require you to upgrade to a higher tier that aligns with your consumption;

b) Temporarily suspend, throttle, or restrict platform access;

c) Limit specific services, workflows, or data volumes.

You acknowledge and agree that continued use beyond reasonable thresholds may require additional fees or migration to enterprise-level infrastructure. Susanoo bears no responsibility for service delays, downtime, or disruptions resulting from usage beyond your tier’s intended capacity.

1.11. Platform Enhancements.

Susanoo may, at any time and at its sole discretion, implement updates, upgrades, or changes to the Platform, including but not limited to system features, workflows, user interfaces, performance infrastructure, or integrations. These changes may affect the appearance, behavior, availability, or functionality of previously available components.

You acknowledge that your use of the Platform or any Services is not conditioned on the delivery or continued availability of any particular feature, version, or third-party service. Susanoo is not liable for any disruptions or adjustments resulting from these enhancements, nor for the retirement or deprecation of tools as part of platform evolution.

By continuing to use the Platform, you agree to adopt any such changes made in pursuit of improving reliability, security, scalability, and the enterprise-grade automation experience we aim to deliver.

1.12. Global Usage.

Access to the Platform is subject to international compliance regulations. You may not use the Platform if you are located in, or are an agent of, a country or entity subject to Canadian trade embargoes, economic sanctions, or government restrictions. This includes individuals and organizations listed on applicable sanctions lists.

While Susanoo Inc. is headquartered in Canada, the Platform may be accessed from jurisdictions around the world. It is your sole responsibility to ensure that your use of the Platform complies with the local laws, regulations, and tax obligations of your country, region, or jurisdiction. You acknowledge that any Services, content, or offers made available by Susanoo are not intended for distribution where such activity would be unlawful or restricted.

Use of the Platform from outside authorized regions is done at your own risk. Susanoo disclaims all liability for any consequences arising from unauthorized international use.

2. Prohibited Utilizations

The following activities are strictly prohibited and constitute a material breach of this Agreement. Susanoo reserves the right to suspend or terminate your access to the Platform without notice if you engage in any of the following:

You shall not:

a) Use the Platform in any manner that violates applicable local, provincial, federal, or international laws or regulations.

b) Exploit, abuse, threaten, or otherwise attempt to harm another individual or entity through your use of the Platform.

c) Upload, download, store, transmit, or share any content through the Platform that is illegal, harmful, defamatory, infringing, or otherwise inconsistent with these Terms.

d) Transmit unsolicited marketing messages, “spam,” phishing schemes, chain letters, or other unauthorized promotional content.

e) Impersonate Susanoo, any of its employees or agents, another user, or any entity, including through misleading domain names, metadata, email addresses, or identity information.

f) Obstruct or interfere with the lawful use or enjoyment of the Platform by other users.

g) Engage in any conduct that, in Susanoo’s sole judgment, could disrupt, damage, or degrade the operation, reputation, or security of the Platform, its users, or Susanoo Inc.

h) Use the Platform in a way that imposes an unreasonable or disproportionately large load on our infrastructure, or otherwise disrupts or degrades system performance.

i) Access the Platform using bots, spiders, scrapers, or other automated means without prior written authorization.

j) Copy, reproduce, mirror, or frame any portion of the Platform through manual or automated methods without explicit consent.

k) Introduce any malicious code, viruses, worms, trojan horses, or logic bombs that could damage or interfere with the Platform.

l) Attempt to gain unauthorized access to any part of the Platform, systems, data, or networks, or circumvent platform security or authentication.

m) Launch or participate in a denial-of-service attack (DoS), distributed denial-of-service attack (DDoS), or any action designed to disable or interfere with Platform access.

n) Interfere with the regular operation, logic, or security features of any of Susanoo’s services, workflows, or automated systems.

o) Misuse or extract content, prompts, or configurations powered by AI or GPT-based services, including but not limited to prompt theft, repackaging, or reverse engineering.

3. Payment

a) Charges. Access to the Platform and its services is contingent upon timely and complete payment of all associated charges (“Charges”). Charges may include, but are not limited to, subscription fees, service upgrades, pay-per-use AI tools, and add-on services. Susanoo reserves the right to modify Charges at any time, with notice provided through your billing portal or registered email address.

Charges do not include Communication Surcharges (such as SMS, call usage, or carrier fees), which will appear as separate line items on your invoice. You are solely responsible for all such surcharges incurred through your use of the Platform.

All Charges and Communication Surcharges are non-refundable, regardless of usage levels or subscription status.

All invoices are automatically processed and billed to the credit card or payment method on file. Subscription Charges are invoiced in advance of service delivery on a recurring basis.

You agree to provide accurate, complete, and current billing and contact information, and to notify us within ten (10) days of any changes to your billing details, including name, address, payment credentials, and contact number.

b) Irrevocable Charges. Certain subscriptions or service tiers offered by Susanoo (including but not limited to annual commitments, prepaid plans, or bundled add-ons) may be subject to a minimum subscription obligation that is non-cancellable during the agreed commitment period. By subscribing to such services, you acknowledge that you are contractually bound to the full term.

Charges related to these irrevocable commitments will continue to be automatically billed on a scheduled basis—monthly, quarterly, or annually—until the full value of the commitment has been paid in full, regardless of usage or account status.

You understand and agree that early termination, account deactivation, or suspension does not exempt you from fulfilling the financial obligations under the original subscription term.

c) No Fee Mark-Ups. You are strictly prohibited from inflating, misrepresenting, or otherwise modifying the standard pricing of any services, subscriptions, features, or charges provided by Susanoo when passing them on to your clients, customers, or third parties—whether directly or through white-labeled interfaces or invoices generated via the Platform.

You retain full financial liability for all fees charged to your customers, including but not limited to refunds, chargebacks, disputes, or adjustments related to overcharges, service misrepresentation, or unauthorized price manipulation. Susanoo will not mediate or assume responsibility for any billing conflicts between you and your customers under such circumstances.

This clause applies to all payment structures, including subscriptions, one-time charges, metered usage, bundled services, and pay-per-use features.

d) Taxes. You are solely and fully responsible for determining, reporting, collecting, remitting, and paying any applicable taxes, duties, levies, or governmental assessments (“Taxes”) associated with your use of the Platform, including but not limited to those arising from financial transactions, subscriptions, communication surcharges, pay-per-use services, and any goods or services you offer to your customers through the Platform.

Susanoo reserves the right, where legally required or at its discretion, to collect or apply Taxes to your invoice as part of the total Fees. Any determinations made by Susanoo regarding the imposition or collection of Taxes shall be final and binding. If Susanoo identifies that additional Taxes are owed, it may retroactively adjust and collect them from you without prior notice.

You agree to indemnify and hold Susanoo harmless from and against any and all claims, liabilities, penalties, or expenses arising from your failure to comply with applicable tax obligations. All Taxes applied or invoiced by Susanoo are nonrefundable.

e) Outstanding Balances. If your credit card or primary payment method on file is declined, rejected, or otherwise fails at the time of billing, you acknowledge and agree that Susanoo may immediately suspend or terminate your access to the Platform and related Services until the full balance is recovered.

You are required to promptly settle any unpaid Fees, surcharges, and accrued charges (including third-party penalties or chargeback fees) through an alternative and acceptable payment method designated by Susanoo. If payment is not resolved within ten (10) business days of the failed transaction, Susanoo reserves the right to initiate collection procedures, which may include legal action. In such cases, you agree to reimburse Susanoo for any associated costs, including legal fees, collection agency fees, and any other administrative expenses incurred in recovering the outstanding balance.

You are responsible for ensuring your billing credentials remain accurate and current at all times to avoid interruption of service.

f) Disputes Regarding Payment.

If you wish to contest any invoiced Fees or Charges, you must notify Susanoo in writing within sixty (60) calendar days from the date the invoice was issued. All disputes must be submitted via email to billing@susanoo.ai or through an authorized communication channel specified by Susanoo.

During the dispute process, you are required to remit payment in full for all invoiced amounts. Failure to do so will constitute a waiver of your right to dispute the Charges. All disputes must be submitted in good faith, with reasonable supporting documentation, and you agree to cooperate fully with Susanoo to facilitate a timely resolution.

All determinations made by Susanoo regarding your obligation to pay any disputed Fees or Charges shall be final and binding.

g) Non-Refund Policy.

All Fees charged by Susanoo are strictly non-refundable, except where required by law or explicitly approved in writing by Susanoo Inc. under exceptional circumstances.

You are solely responsible for any Fees resulting from errors, delays, or omissions by you or any third party acting on your behalf. Susanoo does not offer refunds or credits for partial use, account inactivity, subscription delays, or platform features that were available but unused. Your subscription remains billable regardless of usage or engagement level.

By activating a subscription, you acknowledge that all systems, automation, and platform resources are made available immediately. Accordingly, non-utilization does not exempt you from payment obligations.

While Susanoo reserves the right to evaluate and grant exceptions at its sole discretion, such determinations—if granted—are final, non-precedent-setting, and shall not be interpreted as a change in policy.

h) Cancellation.

You are solely responsible for initiating the cancellation of any Services associated with your account. All cancellations must be submitted in writing to billing@susanoo.ai prior to your next billing cycle to avoid additional charges.

Fees will continue to accrue until proper cancellation is confirmed by Susanoo. No refunds, credits, or charge reversals will be issued for failure to cancel Services in a timely manner or for Services left active beyond your intended usage period.

Cancellation requests made after the start of a new billing cycle will apply to the next cycle. Partial usage or inactivity does not constitute grounds for refund.

i.) Financial Transactions Responsibility.

You bear sole and full responsibility for all financial transactions initiated by you or your customers through the Platform, including but not limited to transactions conducted via Susanoo’s integrated billing tools or third-party payment processors. Susanoo acts solely as the provider of these tools and does not process, verify, or assume liability for any payment outcomes.

You are solely liable for any and all chargebacks, disputes, reversals, or failed transactions arising from your use of the Platform, regardless of cause or customer dispute. This includes any fees, penalties, or losses incurred as a result of such events. You agree to indemnify and hold Susanoo harmless from any consequences resulting from transaction errors, fraud, or disputes tied to your use of financial tools within the Platform.

4. Affiliate Program

Susanoo offers an Affiliate Program that allows approved users to earn commissions by referring new platform accounts to Susanoo. Participation is subject to Susanoo’s sole discretion and governed by the Susanoo Affiliate Agreement, which is incorporated into these Terms by reference.

To qualify for commission payouts, you must create and maintain a valid payment account linked to your active Susanoo subscription. Susanoo reserves the right to withhold or revoke commissions in the event of suspected fraud, violation of the Affiliate Agreement, or non-compliance with program requirements.

Commissions are issued monthly. If Susanoo is unable to process a payout to your payment account, commissions may be forfeited without liability.

Participation in the Affiliate Program is not a business opportunity or income guarantee. Susanoo may modify or terminate the Affiliate Program at any time without prior notice.

5. Intellectual Property

5.1. Content of the Platform. The Platform and all associated content—including but not limited to system architecture, AI workflows, CRM modules, automation logic, visual design, training materials, proprietary configurations, and all written, coded, or visual elements—are the exclusive property of Susanoo Inc. or its licensed partners, protected under applicable copyright, trademark, and intellectual property laws.

You are granted a limited, non-transferable, non-exclusive, revocable, royalty-free license to access and use the Platform Content strictly for the purpose of operating your business within the scope of your active Susanoo agreement. This license does not include the right to modify, reproduce, publish, repurpose, mirror, frame, or distribute any Platform Content without prior written authorization from Susanoo.

This excludes User Contributions, which are defined and addressed separately. Any attempt to replicate or extract the structure, function, or design of Susanoo’s Platform for independent commercial use—whether manually or via automated systems—shall be considered a violation of these Terms and may result in legal enforcement, including suspension or termination of your account.

All rights not expressly granted to you herein remain fully reserved by Susanoo Inc.

5.2. Susanoo Trademarks. All names, logos, icons, slogans, product titles, service identifiers, and brand elements associated with Susanoo—including “Susanoo,” “Susanoo.ai,” “AI Employee,” and related visuals—constitute trademarks and service marks solely owned by Susanoo Inc. (“Susanoo Marks”).

You may not copy, imitate, reproduce, or use any Susanoo Mark—whether in marketing, documentation, software, domain names, media, metadata, or design—without prior written consent from Susanoo Inc. Unauthorized use that creates confusion, misrepresents affiliation, or diminishes the distinctiveness of Susanoo’s brand identity is strictly prohibited.

You may not remove, alter, or obscure any trademark, copyright, or proprietary notices appearing on or within the Platform or related content. Any third-party names referenced on the Platform are the property of their respective owners, and their inclusion does not imply partnership, endorsement, or sponsorship by Susanoo unless explicitly stated.

Any misuse of Susanoo Marks may result in immediate suspension of Platform access, legal enforcement, or both. All rights related to Susanoo Marks are expressly reserved.

5.3. User Contributions. Any content, data, assets, comments, code, uploads, or materials submitted by you or your authorized users through the Platform (“User Contributions”) shall be deemed non-confidential and non-proprietary unless otherwise agreed in writing.

By submitting User Contributions, you grant Susanoo Inc., its affiliates, contractors, service providers, and successors a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, perform, display, publish, distribute, sublicense, and otherwise exploit such User Contributions for any lawful purpose, including but not limited to enhancing the Platform, developing future features, improving service offerings, and fulfilling contractual obligations.

You also authorize Susanoo to analyze and incorporate anonymized or aggregate data from your User Contributions to train AI systems, improve automations, or inform internal research.

Susanoo is not liable for the accuracy, legality, or reliability of any User Contributions. You acknowledge full responsibility for your content, including ensuring that:  

(i) you own or control all rights to your submissions;  

(ii) your submissions do not violate any laws, contracts, or third-party rights; and  

(iii) your content adheres to these Terms.

Susanoo reserves the right, at its sole discretion, to remove, disable, or restrict access to any User Contributions without notice if they are determined to be in violation of these Terms, infringe on rights, or compromise the integrity of the Platform.

5.4. Prohibited User Contributions. You agree not to submit, upload, transmit, or otherwise provide any User Contributions to the Platform that are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, or invasive of another party’s privacy. This includes, but is not limited to, content containing explicit or graphic depictions of sexual activity or violence.

User Contributions must not target, intimidate, or degrade any individual or group based on religion, gender, sexual orientation, race, ethnicity, age, disability, or any other protected status.

You are strictly prohibited from submitting any content that infringes upon the intellectual property rights of any party, including but not limited to copyrights, trademarks, patents, trade secrets, or rights of publicity.

Additionally, you shall not contribute or attempt to contribute any content that compromises the security or accessibility of the Platform, grants unauthorized access to secure or restricted systems, or facilitates access to external networks, servers, or resources through misuse of your Platform account.

Susanoo reserves the right to remove any such content without notice, and to take appropriate legal or technical action in response to violations of this section.

5.5. Feedback. If you choose to submit any suggestions, enhancements, ideas, or feedback regarding the Platform (“Feedback”), you acknowledge and agree that such submission is entirely voluntary and does not create any obligation of confidentiality, compensation, or attribution by Susanoo.

By submitting Feedback, you grant Susanoo and its affiliates an irrevocable, perpetual, non-exclusive, worldwide, royalty-free license to use, reproduce, modify, create derivative works from, translate, distribute, publicly perform, display, sublicense, and otherwise exploit the Feedback for any purpose and through any medium, now known or hereafter developed.

You affirm that (i) the Feedback is your original work, or you have all necessary rights to submit it; (ii) submission and Susanoo’s use of the Feedback will not infringe any third-party rights; and (iii) if the Feedback is subject to a pending or issued patent, you will disclose that fact in writing at the time of submission.

Nothing in this section shall be construed to create a partnership, co-ownership, development obligation, or joint venture of any kind between you and Susanoo.

5.6. Waiver Regarding Feedback. You hereby irrevocably waive, release, and forever discharge Susanoo Inc., its affiliates, officers, directors, employees, and agents from any and all claims, actions, liabilities, or damages—whether known or unknown, existing now or arising in the future—that relate to or result from the use, modification, or distribution of any Feedback you submit.

You agree that all submitted Feedback is provided at your own discretion and risk, and you accept full responsibility for its content. In the event of any third-party claim related to the Feedback, you further agree—at Susanoo’s request and your own expense—to indemnify, defend, and hold harmless Susanoo from all resulting losses, costs, liabilities, and legal fees.

5.7. Copyright; Digital Millennium Copyright Act. If you believe that your copyrights have been violated, or if your intellectual property rights have been infringed by a third party's utilization of our Platform, you should promptly notify us of your claim of infringement in accordance with the procedure outlined below. We will assess and investigate notifications regarding alleged infringement and will take appropriate actions as stipulated by the Digital Millennium Copyright Act ("DMCA") and other applicable laws concerning intellectual property with respect to any alleged or actual instances of infringement. A notification of claimed copyright infringement should be sent via email to info@susanoo.ca.

For the notification to be effective, it must be in writing and must include the following information:

a) An electronic or physical signature of the person authorized to act on behalf of the copyright or other intellectual property interest owner.

b) A description of the copyrighted work or other intellectual property that you claim has been infringed.

c) Precise details about where the allegedly infringing material is located on the Platform.

d) Your address, telephone number, and email address.

e) A statement by you asserting your good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, their agent, or the law.

f) A statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are the copyright or intellectual property owner or have been authorized to act on their behalf.

Counter-Notice: If you believe that your User Contribution, which was removed (or access to which was disabled), is not infringing, or if you possess authorization from the copyright owner, the copyright owner's agent, or under applicable law, to upload or display the content in your User Contribution, you may send a written counter-notice containing the following information to the Copyright Agent listed above:

a) Your physical or electronic signature.

b) Identification of the content that was removed or disabled and its previous location on the Platform.

c) A statement indicating that you genuinely believe the content was removed or disabled due to mistake or misidentification.

d) Your name, address, telephone number, and email address, along with a statement that you are willing to accept service of process from the individual who submitted the original notification of alleged infringement.

Upon receipt of a counter-notice, we will forward a copy to the initial complaining party, notifying them that Susanoo may re-post the removed content or discontinue its disabling within 10 business days. If the copyright owner does not initiate legal action against the content provider, member, or user, the removed content may be re-posted or access to it may be restored within 10 to 14 business days or longer after receipt of the counter-notice, solely at our discretion.

We reserve the right, at our sole discretion, to limit access to the Platform and/or terminate the account of any user found to infringe upon the intellectual property rights of others.

6. Disclaimers

The Platform, including all features, content, tools, and integrated services, is provided strictly on an “as is” and “as available” basis, without any express or implied warranties of any kind. Susanoo expressly disclaims all representations, warranties, and conditions, whether statutory, express, or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Your use of the Platform is solely at your own discretion and risk.

Susanoo makes no guarantees that the Platform will meet your specific business objectives, operate without interruption, be error-free, or that the services and outcomes derived will be accurate, reliable, or secure. You acknowledge the inherent risks of using internet-based technologies and telecommunication networks and accept that Susanoo is not liable for any data loss, latency, breach, or interception during transmission.

You agree that any damage to your systems, loss of content or data, or operational disruption resulting from the use of the Platform is solely your responsibility. Susanoo disclaims any liability for deletion, failure to store, corruption, or delayed delivery of information, user data, or communications transmitted through or stored by the Platform.

Any use of third-party services, applications, integrations, or content accessible through or embedded in the Platform is at your sole risk. Susanoo does not warrant, endorse, or assume responsibility for the accuracy, availability, or performance of third-party providers. You acknowledge that interactions with such third-party services are governed solely by your relationship with those providers.

We reserve the right to modify, suspend, or discontinue the Platform or any part thereof, including pricing structures, service offerings, features, or support resources, at any time, with or without notice. Susanoo shall not be held liable to you or any third party for any damages, business losses, or operational disruptions resulting from such changes.

Some jurisdictions do not allow the exclusion or limitation of implied warranties or conditions. If applicable law prohibits such exclusions, the disclaimers set forth above shall apply to the fullest extent permitted by law.

7. Limitation of Liability, Indemnification, and Mitigation

To the maximum extent permitted by law, your exclusive remedy and Susanoo’s total cumulative liability for any claims arising out of or related to your use of the Platform or Services shall not exceed the total amount paid by you to Susanoo for such Services in the three (3) months preceding the incident giving rise to the claim.

IN NO EVENT SHALL SUSANOO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND — INCLUDING BUT NOT LIMITED TO LOSS OF USE, DATA, REVENUE, PROFITS, OR BUSINESS INTERRUPTION — WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This limitation includes, but is not limited to, damages resulting from: malicious code or malware, reliance on third-party content or services, or errors or delays in the operation or performance of the Platform. Susanoo shall not be held liable for the availability, reliability, or conduct of third-party integrations or services, including but not limited to email, SMS carriers, VoIP services, payment processors, or AI engines.

Some jurisdictions may not allow limitations on implied warranties or exclusions of incidental or consequential damages. In such jurisdictions, our liability will be limited to the maximum extent permitted by applicable law.

You agree to fully indemnify, defend, and hold harmless Susanoo Inc., its affiliates, directors, officers, employees, contractors, and agents from any and all third-party claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or relating to:

a) Your or your users’ breach of these Terms;

b) Any negligent, fraudulent, unlawful, or unauthorized use of the Platform;

c) Data submitted by you or your users, including but not limited to content published, uploaded, or communicated via the Platform;

d)Violations of telecommunications or data privacy laws, including but not limited to the TCPA, CAN-SPAM, or GDPR;

e) Any disputes between you and your clients, vendors, employees, or users;

f) Failure to obtain proper permissions or consent for communications initiated through Susanoo’s systems (including AI-powered voice, SMS, or email automation);

g) Any claims or liabilities related to taxes arising from your use of the Platform.

If any component of the Platform is found to infringe upon a third-party’s intellectual property rights, Susanoo may, at its sole discretion: (a) obtain the right for you to continue using the affected element, (b) replace or modify the Platform to eliminate the infringement, or (c) suspend or terminate your use of the affected component without further obligation.

8. Timeframe for Filing Claims

To the fullest extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms, your use of the Platform, or any services provided by Susanoo must be filed within three (3) months from the date on which the underlying event occurred. This limitation applies regardless of the date on which you became aware, or should have become aware, of such claim. Failure to initiate such a claim within this period will permanently bar all rights to pursue the claim.

9. Injunctive Relief

You acknowledge that any actual or threatened breach of these Terms, including but not limited to any misuse of Susanoo’s confidential information, proprietary systems, trademarks, or platform access, would cause irreparable harm to Susanoo for which monetary damages would be an inadequate remedy. Accordingly, Susanoo shall be entitled to seek immediate equitable relief, including injunctive relief and specific performance, without the necessity of posting a bond or other form of security, in addition to all other remedies available under applicable law or in equity.

10. Waiver and Severability

No waiver by Susanoo of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Any failure of Susanoo to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or other competent authority, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of these Terms shall remain in full force and effect.

11. Change of Control

Susanoo may assign or transfer its rights and obligations under these Terms, in whole or in part, at any time and without prior notice to you, including in connection with a merger, acquisition, sale of assets, or corporate reorganization. Such assignment shall not affect the validity or enforceability of these Terms.

You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of Susanoo, which may be withheld at our sole discretion. Any unauthorized assignment shall be deemed null and void.

12. Entire Agreement

These Terms, along with any documents expressly incorporated by reference (including the Privacy Policy, Data Processing Agreement, and Affiliate Agreement), constitute the complete and exclusive agreement between you and Susanoo regarding your use of the Platform and Services. These Terms supersede all prior and contemporaneous understandings, communications, representations, or agreements—whether oral or written—regarding the subject matter herein.

Any attempt to modify, supplement, or amend these Terms shall only be valid if made in writing and signed (or electronically accepted) by an authorized representative of Susanoo.

Susanoo may also enter into separate written agreements with you, such as a custom enterprise agreement, onboarding contract, or partnership deal. In the event of a direct conflict between these Terms and the terms of a separate written agreement, the provisions of the separate agreement shall control with respect to the subject matter therein.

13. Term and Termination

These Terms remain in effect for as long as you maintain an active Platform Account. Provisions that by their nature are intended to survive termination (including but not limited to confidentiality, indemnification, intellectual property, and payment obligations) shall remain binding beyond account closure.

a) Grounds for Termination. Susanoo reserves the right, in its sole discretion, to suspend or terminate your access to the Platform, in whole or in part, at any time and for any reason, with or without prior notice. This includes, but is not limited to, suspected fraudulent, abusive, or illegal activity. Where appropriate, such matters may be reported to regulatory or legal authorities. Additionally, Susanoo may permanently delete Platform Accounts that have been inactive for a period of one (1) year or longer. Inactivity may include a lack of login activity, usage, or active billing.

b) Services Ineligibility Upon Termination. Upon termination for any reason, your access to the Platform will cease immediately. Susanoo disclaims any liability for resulting losses or claims by you or third parties arising from such termination. No refunds or credits shall be issued, in accordance with Section 3(g).

c. Termination or Adjustments Procedure. If you wish to terminate or modify your Platform access, you must notify Susanoo in writing at least thirty (30) days before your next billing cycle. All account changes are subject to billing policies and subscription rules.

d. Non-Termination by Third-Party Users. If you are accessing the Platform through a third party (e.g., a reseller or agency), Susanoo is not responsible for managing your termination requests. You must contact the original provider to address changes or cancellation.

e. Force Majeure. Susanoo shall not be held liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of war, civil unrest, labor strikes, embargoes, government orders, pandemics, utility disruptions, fires, floods, or natural disasters.

14. Applicable Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. BY AGREEING TO THESE TERMS, YOU EXPRESSLY WAIVE YOUR RIGHT TO LITIGATE DISPUTES IN COURT AND TO PARTICIPATE IN CLASS ACTIONS.

These Terms of Service, and any claim, dispute, or controversy arising out of or relating to them or to your use of the Platform (including claims by or against any agent, affiliate, or subsidiary of Susanoo), shall be governed by the laws of the State of Texas, without regard to its conflicts of laws principles.

Any such claim, dispute, or controversy shall be exclusively resolved through final and binding arbitration, administered by the American Arbitration Association (“AAA”) in accordance with its then-current Commercial Arbitration Rules. Arbitration shall be conducted in Dallas, Texas, and the language of arbitration shall be English. The Federal Arbitration Act shall govern the enforceability of this arbitration provision. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Each party agrees that arbitration shall be the sole and exclusive forum for resolving any claims covered by these Terms, and that no party shall initiate or participate in any class or representative proceeding related to such claims. All claims must be brought individually. Consolidated, collective, or class actions or arbitrations are expressly prohibited.

15. Communications and Contact Information

All notices, requests, and communications must be in writing and delivered via email. Notices directed to Susanoo should be sent to info@susanoo.ca. You agree that we may also deliver notifications to the email address associated with your account or any alternative contact information we have on file. Notices are deemed effective upon delivery.

Susanoo reserves the right to communicate with you regarding these Terms or Platform use using any contact information you have provided. If you wish to opt out of promotional or non-essential communications, you may use the unsubscribe link provided or contact us directly at info@susanoo.ai.

Upon creating a Platform account, you must designate a valid email address for receiving communications related to these Terms. Susanoo will never request confidential credentials such as passwords, usernames, or account numbers via email. If you receive such a message claiming to be from Susanoo, do not respond and report it immediately to info@susanoo.ai.

For support, feedback, or additional questions regarding your account or our Platform, please contact info@susanoo.ca.