Terms of service
Last updated: October 21, 2026
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").
SUSANOO INC. IS A CANADIAN COMPANY HEADQUARTERED IN ONTARIO, CANADA, AND OPERATES IN BOTH CANADA AND THE UNITED STATES.
THESE TERMS GOVERN YOUR USE OF AND ACCESS TO SUSANOO'S AUTOMATION AND AI-POWERED BUSINESS PLATFORM (THE "PLATFORM"), AS WELL AS SUSANOO'S MANAGED SERVICE, IN WHICH AN ACCOUNT MANAGER AND ASSIGNED SPECIALISTS RUN MARKETING, SALES SYSTEMS, OPERATIONS, AUTOMATION, AI, AND CUSTOM SOFTWARE WORK FOR YOUR BUSINESS, AND ANY RELATED SUPPORT OR ENGAGEMENTS WITH SUSANOO (TOGETHER, THE "SERVICES"). THE PLATFORM IS A WHITE-LABELED VERSION OF THE GOHIGHLEVEL PLATFORM PROVIDED TO SUSANOO BY LEADCONNECTOR LLC ("LEADCONNECTOR"), SUSANOO'S UNDERLYING PLATFORM PROVIDER AND PROCESSOR.
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, EXCEPT THAT THE DATA PROCESSING AGREEMENT GOVERNS ON THE SUBJECT OF PROCESSING CLIENT PERSONAL INFORMATION, AS IT STATES.
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.
The Price, in Plain Words
This summary is part of these Terms. Where it and a later section differ, the later section controls.
- The running fee for software we build. Custom software built for you carries no running fee in your first twelve (12) months. From the thirteenth (13th) month, your monthly price rises by fifteen percent (15%) a year of the quoted build value of what we built, billed monthly. A build with a quoted value of $100,000 adds $1,250 a month; a build with a quoted value of $150,000 adds $1,875 a month. If we build nothing, nothing is added. You get at least sixty (60) days' written notice of the amount before it first applies (Section 3(m)).
- Billing. Your first monthly bill is on your Start Date, which is always the 1st or the 15th of a month, less the deposit. You are then billed on that day every month (Section 3(a)).
- The setup fee and the three-month start. The setup fee is three times your monthly price as your order form states it: from $15,000 on the plan for 2 to 25 users, whose price starts at $5,000 a month, and from $22,500 on the plan for 26 to 49 users, whose price starts at $7,500 a month. On Enterprise, for 50 or more users, it is two times your monthly price, from $50,000. The twelve-month term waives it. The three-month start, at the same monthly price, charges it on your Start Date. Enterprise has no three-month start. The three-month start includes a custom website, and no custom software and no development hours. At the end of the three months you either leave, and the website passes to you once everything due is paid, or sign twelve months: there is no second setup fee, and the setup fee you paid covers three more months at the end of the term, so you get eighteen months of service in all (Section 3(b)).
- Leaving early. Leaving a twelve-month term early costs the setup fee that the term waived, and nothing more. On Enterprise, only part of it is due, falling with each month you complete, to nothing once you have completed twelve months (Section 3(b)(5)). If you came from the three-month start you have already paid it, so leaving early costs nothing more and the three added months lapse (Section 3(b)).
- After the Initial Term, the Services continue month to month, and either side can end them on sixty (60) days' written notice (Section 3(k)).
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 from 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.
Susanoo sets up and runs these communications for you. On your instructions, and under the roadmap you approve, Susanoo builds and operates the workflows, AI agents, and messages that answer your inbound calls and messages, confirm and remind bookings, and follow up with your contacts. Susanoo does not make sales calls to your leads and does not sell on your behalf. Every communication is sent in your business's name, from the numbers and addresses assigned to your account, to contacts you provide or who contact you. You are the sender of those communications for the purposes of applicable law.
Your responsibilities. You are responsible for (i) holding the consent required by law for each contact you provide or ask Susanoo to message, and for the records of that consent; (ii) approving the templates, scripts, and sequences before they run, which Susanoo drafts for you; and (iii) the accuracy of what those communications say about your business, prices, and services. This applies under all laws that govern the communications, including but not limited to Canada's Anti-Spam Legislation (CASL), the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and any other requirements applicable in Canada, the United States, or elsewhere.
Susanoo's responsibilities. Susanoo is responsible for (i) running the communications you have approved in the way you approved them; (ii) including the sender identification and unsubscribe mechanism required by law in the commercial electronic messages it sets up; (iii) honoring opt-out requests received through the Platform within the time the law requires; and (iv) having a person review the work of the AI agents it runs for you, on a regular schedule.
The underlying communication infrastructure is supplied through Susanoo's white-label platform provider, LeadConnector, and its carriers. Susanoo is not liable for message delivery failures caused by carriers or third-party providers, or for any communication sent to a contact you supplied without valid consent, or containing content you approved. Susanoo's liability for its own responsibilities under this section is subject to Section 7.
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. The Platform itself is provided to Susanoo by LeadConnector as a white-label instance of the GoHighLevel platform, and certain features (such as phone numbers, email services, or other provisioned resources) are made available to you through that arrangement. These services may also 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, including LeadConnector and GoHighLevel. 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 or that of its underlying platform provider, LeadConnector.
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 move to a plan, such as Enterprise, or to an arrangement for additional usage, 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 originate with Susanoo or with its underlying platform provider, LeadConnector, and 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 or United States trade embargoes, economic sanctions, or government restrictions. This includes individuals and organizations listed on applicable sanctions lists.
Susanoo Inc. is a Canadian company headquartered in Ontario, Canada, and operates in both Canada and the United States. 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, state, 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.
p. Use the free website report, or any other free tool on our website, to test a website that you do not own or control or are not authorized to have tested, enter an address in order to make our systems send requests to a network or system you have no right to probe, or attempt to get around the limits on free reports, including by using several devices, networks, or email addresses.
By opting into Susanoo's SMS program, you agree to receive text messages related to service notifications, account updates, appointment reminders, and promotional offers under the "Susanoo Alerts and Updates" program.
You can cancel the SMS service at any time by replying "STOP" to any message you receive from us. We also honor any other reasonable request to stop, including replying "NO MORE", "UNSUBSCRIBE", "CANCEL", "END", or "QUIT", a reply that says in plain words that you no longer want our messages, or an email to support@susanoo.ai. Upon receiving your request, we will send a confirmation message and you will no longer receive SMS messages from us. To rejoin, you must opt in again through the Platform.
If you experience issues with the messaging program, reply "HELP" for more assistance or contact us at support@susanoo.ai.
Please note that carriers are not liable for delayed or undelivered messages.
Message and data rates may apply. Message frequency varies depending on your account activity and settings. Contact your wireless provider for details on your specific plan. For more information about how we collect and use your data, please visit our Privacy Policy.
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 may modify Charges with notice provided through your billing portal or registered email address, except that your monthly Subscription Charge is fixed for your Initial Term (as defined in Section 3(k)) and does not change during it. Any change to your Subscription Charge after the Initial Term, including the Custom Software Running Fee in Section 3(m), takes effect only after at least sixty (60) days' written notice.
Charges do not include Communication Surcharges (such as SMS, call usage, or carrier fees), which will appear as separate line items on your invoice. Under the current offer, Susanoo covers the first twenty dollars ($20) of Communication Surcharges in each month, in the currency of your subscription; only the amount above that is invoiced to you. You are solely responsible for all such surcharges incurred through your use of the Platform above that amount.
All Charges and Communication Surcharges are non-refundable, regardless of usage levels or subscription status, except for the refund of the Deposit described below and the credits for billing pauses described in Section 3(l).
All invoices are automatically processed and billed to the credit card or payment method on file. You provide your payment method when you sign your order form, and it is kept on file. When you sign, you pay a deposit equal to twenty-five percent (25%) of your monthly Subscription Charge, and not less than one thousand two hundred fifty dollars ($1,250), in the currency of your subscription (the "Deposit"). The Deposit secures your Start Date and is applied in full against your first monthly Subscription Charge. If you withdraw before your Start Date, the Deposit is retained by Susanoo as a reasonable pre-estimate of the cost of holding your Start Date, which Susanoo will have declined to other businesses. If Susanoo cannot begin the Services on your Start Date, Susanoo will return the Deposit to you in full, or, if you prefer, apply it to a later Start Date. Subscription Charges are invoiced monthly in advance of service delivery: the first on your Start Date, less the Deposit, and each later one on the same day of the month as your Start Date, which is always the 1st or the 15th. Where your order form includes a setup fee or an Annual Prepay, it is charged as your order form states.
Before your Start Date, you may ask once to move to a later Start Date agreed with Susanoo, and your Deposit moves with it. If you then withdraw before the new Start Date, the Deposit is retained by Susanoo on the same 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. The Setup Fee, the Three-Month Start, and Early Termination.
1. The setup fee. Susanoo's setup fee is three (3) times your monthly Subscription Charge as your order form states it, in the currency of your subscription (the "Setup Fee"): from fifteen thousand dollars ($15,000) on the plan for two (2) to twenty-five (25) users, whose Subscription Charge starts at $5,000, and from twenty-two thousand five hundred dollars ($22,500) on the plan for twenty-six (26) to forty-nine (49) users, whose Subscription Charge starts at $7,500. On Enterprise, for fifty (50) or more users, the Setup Fee is two (2) times your monthly Subscription Charge, from fifty thousand dollars ($50,000). It pays for the switch-on: the roadmap, the setup, and the specialists learning your business.
2. The three-month start. Instead of the twelve-month term, on the plans for two (2) to forty-nine (49) users, you may choose a three-month start at the same monthly Subscription Charge. On the three-month start:
(i) the Setup Fee is charged in full on your Start Date;
(ii) the Services include the design, writing, build, and launch of one custom website for your business, governed by Section 5.9;
(iii) the Services do not include Custom Software, the Build Allowance in Section 5.8(e), or development hours under Section 5.8(g), and Susanoo builds no Custom Software for you during the three-month start; and
(iv) the Setup Fee is not refundable, in whole or in part, and is not a credit against any Charge, except as Section 3(b)(4) provides.
3. Leaving at the end of the three-month start. If you have not signed a twelve-month order form under Section 3(b)(4) before the three-month start ends, the Services end on the last day of the three-month start. No notice is needed from you. The Website then passes to you under Section 5.9, and your data remains available for export under the Data Processing Agreement.
4. Continuing after the three-month start. If you sign a twelve-month order form before the three-month start ends:
(i) a twelve-month term begins on the day after the three-month start ends (the "Twelve-Month Start Date");
(ii) no second Setup Fee is charged;
(iii) the Setup Fee you paid is not refunded or discounted. Instead, three (3) months of Services are added to the end of the twelve-month term at no further Subscription Charge (the "Added Months"), so that you receive eighteen (18) months of Services in all: the three-month start, the twelve-month term, and the Added Months (twenty (20) months in all where you also choose an Annual Prepay under Section 3(k));
(iv) references to your Start Date in Sections 3(m), 5.8(e), 5.8(f), 5.8(g) and 5.8(i) mean your Twelve-Month Start Date, so the Build Allowance, the build schedule, development hours, the Custom Software Running Fee, and the purchase price schedule all run from the first day of the twelve-month term;
(v) where Custom Software has been delivered, the Custom Software Running Fee under Section 3(m) applies during the Added Months and is invoiced monthly; and
(vi) Section 5.9 continues to govern the Website.
5. Early termination of a twelve-month term.
(i) If you began on the twelve-month term, it waives the Setup Fee. If you terminate, deactivate, or suspend your account before completing the twelve-month term, the waived Setup Fee becomes immediately due and payable.
(ii) If you continued from the three-month start, you have already paid the Setup Fee, so no further fee is charged for ending the twelve-month term early, and the Added Months lapse without refund or credit.
(iii) On Enterprise, in place of paragraph (i), only part of the waived Setup Fee becomes due if you end the twelve-month term early. The amount due is the Setup Fee multiplied by the number of months of the twelve-month term not yet completed, divided by twelve (12). Nothing is due once twelve (12) months have been completed.
(iv) In each case, this is the entire extent of your financial liability for early termination: beyond it, and beyond Charges already invoiced or for services already delivered as of the termination date, you owe nothing further for the remainder of the term.
Prepaid or bundled commitments (including an Annual Prepay under your order form) remain governed by Section 3(g) below; this Section 3(b) does not create any additional refund right for amounts already paid.
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, where Section 3(a) provides for the refund of the Deposit, or where 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. Subject only to the billing pauses in Section 3(l), 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 and take effect as set out in Section 3(k): after the Initial Term, on sixty (60) days' written notice; during the Initial Term, on the terms of Section 3(b).
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.
j. Interest on Overdue Invoices. This subsection applies only to invoices issued for one-time Services, including project fees, setup fees, and other non-recurring Charges. Recurring subscription Charges are governed by subsection (e) above and are not subject to interest under this subsection.
Where an invoice governed by this subsection remains unpaid more than ten (10) calendar days after its due date, Susanoo may charge interest on the outstanding balance at a rate of one and one-half percent (1.5%) per month, being eighteen percent (18%) per annum, calculated from the due date until the balance is paid in full. Interest under this subsection is simple and is not compounded. The total interest charged on any single invoice will not exceed one hundred fifty Canadian dollars (CAD $150).
The equivalent annual rate is stated expressly for the purposes of section 4 of the Interest Act (Canada).
Interest charged under this subsection is in addition to, and does not limit, any other remedy available to Susanoo under these Terms or at law, including suspension or termination of access under subsection (e) and the recovery of collection costs. Susanoo is not required to charge interest on any invoice, and a decision not to charge interest on one invoice is not a waiver of the right to charge it on any other.
k. Term, Start Date, and Renewal. Your order form sets your start date (the "Start Date"). New accounts start on the 1st or the 15th of a month. Your initial term (the "Initial Term") is either:
1. twelve (12) months from the Start Date (the "twelve-month term"); or
2. three (3) months from the Start Date, where you choose the three-month start in Section 3(b). If you continue under Section 3(b)(4), your Initial Term then also includes the twelve-month term beginning on your Twelve-Month Start Date and the Added Months at its end.
Where you begin on the twelve-month term and choose an Annual Prepay, you pay twelve (12) months of Subscription Charges in advance and receive fourteen (14) months of Services: the twelve-month term is twelve (12) months, and the two (2) months added free are added to the end of it. Where you continue from the three-month start and choose an Annual Prepay for the twelve-month term, you receive both the Added Months under Section 3(b) and the two (2) months added free, all added to the end of the twelve-month term, so that you receive seventeen (17) months of Services from your Twelve-Month Start Date. Where you continue without an Annual Prepay, you receive the Added Months only. Months added free under a referral are added to the end of your then-current term.
The three-month start does not continue month to month. It ends on its last day unless you have signed a twelve-month order form under Section 3(b)(4).
When the twelve-month term, including any months added to its end, ends, the Services continue month to month on the same terms until either party ends them by giving the other at least sixty (60) days' written notice. Notice may be given during the months added to the end of the term, so that the Services end when those months end. This notice period applies to you and to Susanoo alike, except where Susanoo terminates for cause under Section 13(a). Ending the Services during the twelve-month term is governed by Section 3(b)(5).
l. The Published Guarantees. Susanoo publishes three guarantees on its website. They form part of these Terms, apply on the twelve-month term and on the three-month start, and each is measured from your Start Date.
1. The Done-For-You Guarantee. This guarantee works from a signed checklist.
(a) The checklist. Within seven (7) days of your Start Date, Susanoo writes your roadmap checklist (the "Roadmap Checklist") and sends it to you to sign. Susanoo sets its items according to the scope of your account. Each item is named, has a written done-criterion, and has an effort weight, being the number of hours of work Susanoo estimates for it. Both parties sign it. An electronic signature is enough. The items on the Roadmap Checklist when both parties have signed it are the "Signed Items".
(b) The bar. The completion bar is seventy percent (70%) (the "Completion Bar").
(c) How completion is measured. An item is done when it meets its done-criterion. Susanoo tells you as each item is done and shows it on your dashboard. If you believe an item does not meet its done-criterion, tell your account manager within five (5) business days of being told it is done, and it does not count as done until it meets it. Weighted completion is the total effort weight of the Signed Items that are done, divided by the total effort weight of all Signed Items. An item that is partly done counts as not done.
(d) What sits outside the measure. Items added to the Roadmap Checklist after it is signed, whether you add them or the parties agree to add them, are worked on as agreed but do not count toward the Completion Bar. If you ask for a Signed Item to be removed or changed after signing, it is removed from the measure, and any replacement is an added item.
(e) Days spent waiting on you. The measurement date is the thirtieth (30th) day after your Start Date, moved later by one day for each Client Delay Day. A "Client Delay Day" is: (i) each day after day seven (7) on which access to a tool or account that Susanoo asked for in writing in your first week has not been given; and (ii) each business day, beyond three (3) business days after Susanoo's written request, on which an approval or answer that a Signed Item depends on is outstanding, where Susanoo said in the request that the item depends on it. A day that falls under more than one of these counts once. If Susanoo sends the Roadmap Checklist late, the measurement date does not move for that delay.
(f) The remedy. If weighted completion on the measurement date is below the Completion Bar, billing pauses from the day after the measurement date and Susanoo keeps working until the Completion Bar is met. If weighted completion on the measurement date meets or exceeds the Completion Bar, there is no pause, and Susanoo completes the remaining Signed Items at no additional charge while your Subscription Charge continues as normal.
2. The Right-Person Guarantee. On your written request, Susanoo replaces any assigned specialist within five (5) business days, at no charge, with no limit on the number of requests, and with no reason required.
3. The One Less Hat Guarantee. By day ninety (90), every job your written roadmap hands to Susanoo is off your plate. If one is not, billing pauses and Susanoo keeps working until it is. Where your roadmap includes Custom Software, the Custom Software being in use in your business by the date in Section 5.8(f) is one of those jobs.
Your part. The One Less Hat Guarantee depends on you attending the weekly call with your account manager and giving Susanoo access to your tools and accounts in the first week. Where you do not, the date moves back by the length of the delay you caused. For the Done-For-You Guarantee, delays are counted under paragraph 1(e).
How a billing pause works. A billing pause stops the Subscription Charge from accruing, calculated daily, from the day after the missed date until the day the guarantee is met. Nothing paused is charged later, and a pause does not extend your term. Where a paused period has already been charged in advance, the paused amount is credited against your next Subscription Charges. If the Services would otherwise end before a guarantee is met, Susanoo continues the Services at no charge until it is met, unless you tell Susanoo in writing that you do not want it to; and any paused amount that cannot be credited because no further Subscription Charges fall due is applied by extending the Services at no charge for the equivalent number of days. A billing pause does not apply to Communication Surcharges, advertising spend, third-party tools held in your name, or work quoted separately.
A billing pause, together with Susanoo continuing to work, is your sole and exclusive remedy for a missed guarantee, and it is in addition to, not limited by, Section 7.1. No guarantee in these Terms provides for the repayment of any Charge.
m. Custom Software Running Fee. Custom Software (as defined in Section 5.8) carries no running fee during the first twelve (12) months from your Start Date. From the thirteenth (13th) month, your monthly Subscription Charge increases by one-twelfth of fifteen percent (15%) of the quoted build value of all Custom Software delivered to you, whether that value was waived or paid (the "Custom Software Running Fee"). For example, Custom Software with a quoted build value of $100,000 adds $1,250 a month, and Custom Software with a quoted build value of $150,000 adds $1,875 a month. Custom Software delivered after the twelfth month carries the fee from the month in which it is delivered. Where you have prepaid, the fee is invoiced monthly from the thirteenth month, separately from the prepaid months.
The Custom Software Running Fee pays for hosting, backups, security updates, and keeping the Custom Software working. New features come out of your development hours under Section 5.8(g) or are quoted separately. Susanoo will give you at least sixty (60) days' written notice of the amount before the fee first applies. The fee ends when your license to the Custom Software ends, or when you purchase the Custom Software under Section 5.8(i).
n. The Website Build Bonus. Where you sign an order form for the twelve-month term, the Services include, as a bonus, the design, writing, build, and launch of one custom website for your business (the "Website Build"). The Website Build is included in your Subscription Charge at no additional charge. It is separate from the Build Allowance in Section 5.8(e) and is never drawn from it. Its scope is as described in your order form. The Website Build has no cash value, is not a credit against any Charge, is not refundable or transferable, and cannot be exchanged for other services. Ownership of the Website is governed by Section 5.9. The website included in the three-month start is part of that option under Section 3(b), not this bonus.
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 account with a Susanoo-approved payment provider and submit the payment and tax details the Affiliate Agreement requires. You do not need to be a Susanoo client to be an affiliate. 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 paid on the schedule set out in the Affiliate Agreement. 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, including LeadConnector with respect to the underlying GoHighLevel platform, 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. and its licensors.
5.2. Susanoo Trademarks All names, logos, icons, slogans, product titles, service identifiers, and brand elements associated with Susanoo, including "Susanoo," "Susanoo.ai," 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 improve automations or inform internal research. Susanoo does not use User Contributions or Client Personal Information to develop, improve, or train generalized artificial intelligence or machine learning models.
This Section 5.3 does not apply to Client Personal Information (as defined in the Data Processing Agreement) or to Your Records (as defined in Section 5.8(d)). Susanoo uses those only as the Data Processing Agreement and Section 5.8(d) allow.
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 and Canadian Notice-and-Notice 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 United States Digital Millennium Copyright Act ("DMCA"), the notice-and-notice regime under Canada's Copyright Act, 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 legal@susanoo.ai. Our designated copyright agent is Emaan Baig, Chief Executive Officer, who can be reached at legal@susanoo.ai or by mail at Susanoo Inc., 100 King Street West, Suite 5700, Toronto, ON M5X 1C7.
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.
5.8. Custom Software a. What this section covers. "Custom Software" means software that Susanoo designs and builds for your business under your Susanoo agreement, with its own code, database, or application, as distinct from the Platform. This section governs Custom Software. Where it conflicts with any other part of these Terms as to Custom Software, this section controls. A standalone build that you buy outright under a separate written agreement, without a subscription, is governed by that agreement instead. The Website described in Section 5.9 is not Custom Software.
b. Ownership. All Custom Software, including its source code, architecture, database design, documentation, and any component or technique developed in building it, is and remains the exclusive property of Susanoo Inc. This is so even where you specified the requirements or supplied knowledge of your business, and until you purchase it under Section 5.8(i).
c. Your licence. While your Susanoo agreement is active, you have a non-exclusive, non-transferable, non-sublicensable license to use the Custom Software for your own internal business operations. The license ends when your agreement ends, unless you have purchased the Custom Software under Section 5.8(i).
d. Your records. The business records that you enter into, or that are generated by, the Custom Software ("Your Records") are your property. Susanoo uses them only to operate the Services for you. Notwithstanding Sections 1.4, 6, and 13, you may export Your Records in a complete, machine-readable format at any time, and on the end of your agreement Susanoo will provide that export unconditionally, including where fees are in dispute. Susanoo will keep Your Records available for export for at least sixty (60) days after your agreement ends.
e. The build allowance. Susanoo scopes the Custom Software your business needs and quotes it area by area at its published rate of one hundred fifty dollars ($150) an hour. The quoted build value waived (the "Build Allowance") follows the plan your order form states: up to one hundred thousand dollars ($100,000) on the plan for two (2) to twenty-five (25) users, up to one hundred fifty thousand dollars ($150,000) on the plan for twenty-six (26) to forty-nine (49) users, and up to three hundred thousand dollars ($300,000) on Enterprise, for fifty (50) or more users, under your Enterprise order form. If your first build uses less than the Build Allowance, the remainder stays available as hours at the published rate for further Custom Software, provided that work is scoped and approved in writing by the end of the twelfth (12th) month from your Start Date. Work approved by then will be completed even if it runs past that date. Any part of the Build Allowance not approved by then lapses. The Build Allowance, and any remainder of it, has no cash value, is not a credit against Subscription Charges, is not refundable or transferable, and lapses if your agreement ends early. Where the quoted build value of your Custom Software is more than the Build Allowance, the Build Allowance is taken off that quoted build value, and the rest is quoted at the published rate and built only with your written approval.
f. The build schedule. Unless your approved build sheet states other dates, and counting from your Start Date: Susanoo delivers the build sheet for your approval by day seven (7); a working version of the Custom Software is delivered for your team to test by day forty-five (45); your team uses it on real work in a beta period until day seventy-five (75); and it is in use in your business, with your team trained and Your Records moved across, by day ninety (90). Where your build is larger than this schedule allows, Susanoo will tell you so, with the dates, before you sign. Delays caused by you, including late approval of the build sheet, extend these dates by the length of the delay.
g. Development hours. From the month after your first build is delivered, you receive eight (8) development hours each month for changes, fixes, and improvements to the Custom Software. Unused hours carry forward to a maximum of twenty-four (24). Hours above that maximum lapse. Development hours have no cash value and end when your agreement ends.
h. Running fee. The Custom Software Running Fee is set out in Section 3(m).
i. Your option to purchase. You may purchase the Custom Software built for you at any time while your agreement is active, for a price that is fixed on the day you sign and falls the longer you stay, calculated on the total quoted build value of the Custom Software delivered to you (whether waived or paid) and measured from your Start Date: in year one, 100% of that value; in year two, 75%; in year three, 50%; and in year four and after, 25%. On payment, Susanoo assigns to you the copyright in the Custom Software built specifically for you and delivers its source code. Components that Susanoo developed independently of your build, or uses across its clients, are not assigned; you receive a perpetual, royalty-free license to use them as part of the purchased Custom Software. After a purchase, the Custom Software Running Fee ends, and any further support from Susanoo is by separate agreement.
j. Your review of outputs. Where Custom Software calculates amounts that you rely on to meet legal obligations, such as pay, hours, overtime, holiday pay, tax, or employment standards, you remain responsible for your compliance with those obligations and for reviewing the outputs before you rely on them, and you must tell Susanoo promptly of any output you believe is wrong. Section 7 applies to Custom Software.
5.9. The Website a. What this section covers. "Website" means the website Susanoo designs, writes, builds, and launches for your business as part of the three-month start in Section 3(b), under the Website Build Bonus in Section 3(n), or under an Enterprise agreement: its pages, the written content and images Susanoo created for it, its design files, and the code written specifically for it.
b. While you are a client. Susanoo hosts and maintains the Website as part of the Services, and you may use it for your business.
c. When the Services end. When the Services end, on the three-month start or the twelve-month term and for any reason, and once all Charges due to Susanoo have been paid, Susanoo will, within thirty (30) days: (i) assign to you its rights in the Website built specifically for you; (ii) transfer to you the Website's files and the hosting of the Website on the server where it is hosted, or, where the hosting cannot be transferred, deliver a complete copy of the Website's files for you to install with a host you choose; (iii) transfer to you the Website's domain name where Susanoo registered it for you; and (iv) give you the access you need to run the Website yourself. Where you registered the Website's domain name yourself and gave Susanoo delegate (administrator) access to it, Susanoo's delegate access ends on the transfer date, and you remain the registrant. From the transfer, you own the Website and are responsible for its hosting, domain, security, updates, and costs, and Susanoo has no further obligation to host, maintain, or support it. Until all Charges due are paid, the Website remains Susanoo's.
d. What does not transfer. Automations, workflows, and other platform-specific configurations, including anything built on the Platform (such as forms, workflows, automations, AI agents, and integrations), do not transfer and remain governed by Section 5.1; your data held on them remains available for export under the Data Processing Agreement. Third-party components used in the Website, such as themes, plugins, fonts, stock images, and software libraries, pass to you only as far as their own licenses allow, and you are responsible for any licence fees to keep using them. Tools, components, and techniques that Susanoo uses across its clients are not assigned; you receive a perpetual, royalty-free license to use them as part of the Website. Custom Software remains Susanoo's property under Section 5.8.
e. Condition on transfer. The Website is transferred as it stands on the transfer date. Section 6 applies to it.
f. The website allowance. Susanoo scopes the Website your business needs and quotes it at its published rate of one hundred fifty dollars ($150) an hour. The quoted value waived (the "Website Allowance") follows the plan your order form states: up to twenty thousand dollars ($20,000) on the plans for two (2) to forty-nine (49) users, and up to fifty thousand dollars ($50,000) on Enterprise, for fifty (50) or more users, under your Enterprise order form. Where the quoted value of the Website is more than the Website Allowance, the Website Allowance is taken off that quoted value, and the rest is quoted at the published rate and built only with your written approval. The Website Allowance has no cash value, is not a credit against Subscription Charges, and is not refundable or transferable.
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.
The free tools on our website, including the website report, give general information about what they read on the day they read it. They are not advice, and the website report is not an accessibility, privacy, or legal compliance review.
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, including the underlying GoHighLevel platform provided by LeadConnector, 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 and their applicable terms.
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. Nothing in this section limits or excludes any warranty, condition, or other right that cannot be limited or excluded under applicable consumer protection law, including the consumer protection statutes of Canadian provinces.
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 greater of (a) ten thousand Canadian dollars (CAD $10,000), or (b) the total amount paid by you to Susanoo for such Services in the three (3) months preceding the incident giving rise to the claim.
This limit does not apply to liability arising from Susanoo's gross negligence or wilful misconduct, or to your obligation to pay amounts properly owed to Susanoo.
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, AI engines, or the underlying GoHighLevel platform provided by LeadConnector.
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. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including any non-waivable rights or remedies available to consumers under the consumer protection legislation of Canadian provinces.
7.1. Prompt Notice, Opportunity to Cure, and Mitigation You must notify Susanoo promptly, and in any event within thirty (30) days, after you become aware or reasonably ought to have become aware of any error, failure, interruption, or defect in the Platform or Services. Notice may be given to your account manager or to info@susanoo.ai, and must describe the issue in enough detail for Susanoo to investigate it.
On receiving that notice, Susanoo will investigate and use commercially reasonable efforts to correct the issue within ten (10) business days, or within a longer period the parties agree in writing where the nature of the issue reasonably requires it.
Susanoo has no liability for any loss arising after the point at which you became aware, or reasonably ought to have become aware, of an issue and did not notify Susanoo, to the extent that the loss could have been avoided or reduced had prompt notice been given. You agree to take reasonable steps to mitigate any loss.
Your sole and exclusive remedy for a failure of the Platform or Services is re-performance of the affected Services, a billing pause where one of the guarantees in Section 3(l) applies, and, where Susanoo determines it appropriate, a service credit. Damages are available only where Susanoo fails to correct a properly notified issue within the cure period, and remain subject to the limits set out in this Section 7.
To be eligible for a service credit, you must report the issue within twenty-four (24) hours of becoming aware of it. Where Susanoo corrects a reported issue within the cure period, a service credit is the only compensation available for that issue.
Nothing in this Section 7.1 limits the guarantees in Section 3(l), your rights in Your Records under Section 5.8(d), or any right or remedy available to you that cannot be limited under applicable law.
7.2. Indemnification 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:
1. Your or your users' breach of these Terms;
2. Any negligent, fraudulent, unlawful, or unauthorized use of the Platform;
3. Data submitted by you or your users, including but not limited to content published, uploaded, or communicated via the Platform;
4. Violations of telecommunications or data privacy laws, including but not limited to Canada's Anti-Spam Legislation (CASL), the Personal Information Protection and Electronic Documents Act (PIPEDA), the TCPA, CAN-SPAM, or the GDPR;
5. Any disputes between you and your clients, vendors, employees, or users;
6. Failure to obtain proper permissions or consent for communications initiated through Susanoo's systems (including AI-powered voice, SMS, or email automation);
7. 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
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 brought within the limitation period prescribed by applicable law. In the Province of Ontario, the basic limitation period is two (2) years. We do not seek to shorten any limitation period that cannot be varied by agreement or that protects you as a consumer.
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 may suspend or terminate your access to the Platform and the Services, in whole or in part, immediately and without prior notice for cause, including non-payment under Section 3(e), a material breach of these Terms, or suspected fraudulent, abusive, or illegal activity. Otherwise, Susanoo may end the Services only at the end of your Initial Term or later, and only on at least sixty (60) days' written notice under Section 3(k). 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), except for a credit already owed under Section 3(l). Your right to export Your Records under Section 5.8(d) survives termination.
c. Termination or Adjustments Procedure. If you wish to end the Services after your Initial Term, you must notify Susanoo in writing at least sixty (60) days in advance, under Section 3(k). If you wish to end them during your Initial Term, Section 3(b) applies. 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 (for example, 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, Dispute Resolution, and Class Action Waiver
Please read this section carefully. It explains the law that governs these Terms, how disputes are resolved, and a limited waiver of class proceedings. These Terms do not require arbitration.
a. Governing Law and Venue. If you are located in Canada, or outside both Canada and the United States, these Terms and any claim, dispute, or controversy arising out of or relating to them or to your use of the Platform shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflicts of laws principles, and you and Susanoo irrevocably submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. If you are a customer located in the United States, these Terms and any such claim shall instead be governed by the laws of the State in which your principal place of business is located or, if you are an individual not acting for a business, the State in which you reside, and applicable United States federal law, and you and Susanoo submit to the state and federal courts located in that State.
b. Informal Resolution and Mediation. Before commencing any court proceeding, the parties agree to first attempt in good faith to resolve the dispute informally within thirty (30) days of written notice, and, if it remains unresolved, to submit it to non-binding mediation before a mutually agreed mediator (in Toronto, Ontario for Canadian disputes, or in the applicable State for United States disputes). Either party may still seek injunctive or other equitable relief from a court at any time.
c. Class Action Waiver. To the extent permitted by applicable law, each party agrees that any claim shall be brought on an individual basis only, and not as a plaintiff or class member in any class, consolidated, or representative proceeding. This waiver is subject to the Canadian consumer carve-out below.
d. Canadian Consumer Carve-Out. Nothing in these Terms limits, waives, or removes any non-waivable rights or protections that you may have as a consumer under applicable law. In particular, a class-action or class-proceeding waiver may be unenforceable against consumers in certain Canadian provinces, including under Ontario's Consumer Protection Act, 2002 and the consumer protection legislation of Quebec. To the extent the class action waiver is unenforceable as to you, it does not apply to you, and you retain all rights available under that law. The remainder of these Terms shall continue in full force and effect.
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 legal@susanoo.ai. 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 privacy@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 security@susanoo.ai.
For support, feedback, or additional questions regarding your account or our Platform, please contact support@susanoo.ai.
Susanoo Inc. is a company incorporated under the laws of the Province of Ontario, with its registered office located at 100 King Street West, Suite 5700, Toronto, ON M5X 1C7, and Ontario Corporation No. 1000985244.
This website is owned and operated by Susanoo Inc., a Canadian company headquartered in Ontario, Canada that operates in both Canada and the United States. Use of the site and related services is governed by our Terms of Service and Privacy Policy.
Susanoo Inc. runs six business departments (marketing, sales systems, operations, automation, AI, and custom software) for business owners, through one account manager and assigned specialists, on the Platform and on software it builds. The Platform is a white-labeled version of the GoHighLevel platform provided by LeadConnector LLC, Susanoo's underlying platform provider. We do not offer a guaranteed business opportunity or guaranteed outcomes. Business results depend entirely on the client's commitment, resource allocation, and consistent application of the tools provided.
All proprietary frameworks, automations, and business systems are the intellectual property of Susanoo Inc. and may not be copied, distributed, or repurposed without written permission.
The Company may reference third-party platforms or tools but is not affiliated with nor endorsed by YouTube, Bing, Facebook, Instagram, or any other third party. FACEBOOK is a trademark of Meta Platforms, Inc. YOUTUBE is a trademark of Google LLC. BING is a trademark of Microsoft Corporation.