Terms & Conditions

1) Scope and Ordering Documents

1. Scope. These Terms apply to the Site and all Services provided through Stallion Systems.
2. Order Terms / Customer Agreement. If you purchase a subscription or professional services, your order form, statement of work, subscription dashboard terms, and/or customer agreement (collectively, “Order Terms”) apply. If there is a conflict between these Terms and Order Terms, the Order Terms control for that purchase.
3. Privacy Policy. Your use of the Services is subject to our Privacy Policy.

2) Service Definition (SaaS Infrastructure Only)

The Services are subscription-based access to CRM, AI Automation, and Communication Infrastructure, including:

• CRM tools (contacts, pipelines, calendars, reporting)
• Automation workflows and integrations
• AI-assisted features (including AI agents, drafting, summarization, routing, classification)
• Communications capabilities (for example SMS/MMS, voice calling, Voice AI, chat, and related logging and routing)

Infrastructure only. We provide tools and infrastructure. You control your strategy, data, audiences, content, and compliance. We do not act as your advertiser, brand, sender, or telemarketer.

Client is Sender and Brand (The Shield). For communications initiated using the Services, you are the “Sender” and “Brand” as between you and the Company. You are responsible for what is sent, to whom, and why.

3) Eligibility and Accounts

1. You must be the age of majority in your jurisdiction to use the Services.
2. You are responsible for all activity under your account and any users you authorize.
3. You must keep credentials confidential and promptly notify us of suspected unauthorized access.

4) Fees, Billing, Disputes

1. Fees. Fees (subscription, usage, implementation, and any other charges) are stated in your Order Terms.
2. No refunds for consumed usage. Usage-based fees that have been incurred (including telecom, carrier, or provider pass-through fees) are non-refundable except where required by law.
3. Billing disputes. You must notify us in writing of any billing dispute within 14 days of the invoice or charge, with reasonable detail.
4. Chargebacks. Initiating a chargeback (other than for unauthorized use of a payment method) is a material breach. We may suspend access during an active dispute and pursue recovery of unpaid amounts to the extent permitted by law.
5. Taxes. Fees exclude taxes. You are responsible for applicable taxes except those based on our net income.

5) Client Responsibilities and Compliance (A2P 10DLC, TCPA, CASL)

You are solely responsible for your use of the Services, including compliance with all applicable laws and carrier/provider requirements.

5.1 Consent and lawful basis (must be obtained before import)

If you upload, import, transmit, or otherwise process phone numbers, emails, or personal information in the Services, you represent, warrant, and covenant that:

• Valid consent is obtained before import. You have obtained all required consents and provided all required disclosures before importing any recipient data into the Services and before initiating any outreach, including for SMS/MMS, calls, prerecorded or artificial voice, and automated or AI-assisted communications.
• Recordkeeping. You maintain records sufficient to prove consent upon request, including consent language presented, timestamp, capture method, source, and any carrier-required proof.
• Suppression and opt-out. You maintain and apply suppression lists (STOP/opt-outs, do-not-contact requests, complaints, internal suppression lists) and ensure configurations honor them.
• Jurisdictional requirements. You comply with recipient-local rules (time-of-day, Do Not Call, automated outreach limits, and similar restrictions).
• List hygiene. You take reasonable steps to manage wrong numbers and reassigned number risk.

5.2 No sensitive data

You will not upload sensitive personal information (for example government IDs, financial account numbers, payment card data, or health data) unless we expressly agree in writing and you have a lawful basis and required consents.

6) Communications Services (SMS, Voice AI, Calling, Chat)

1. No delivery guarantee. We do not guarantee delivery, timing, or availability. Messages and calls may be delayed, filtered, blocked, or not delivered due to carrier filtering, reputation scoring, network limitations, device settings, third-party outages, or other factors outside our control.
2. Severity and deliverability protection. We may immediately suspend or restrict messaging/calling features or your account (without notice) if we detect abnormal traffic, high opt-out or complaint rates, severity notices, suspected spam, or other material compliance or deliverability risk.
3. Voice AI and call recording. If you use Voice AI, call recording, voicemail features, or artificial/prerecorded voice, you are responsible for any required disclosures and consents, including recording consent where applicable.
4. No emergency calling. Voice services are not a replacement for traditional telephone service and are not intended for emergency calling (including 911).

7) AI Features and Outputs (AI Indemnity)

The Services may generate drafts, recommendations, summaries, classifications, or other content (“AI Output”).

You acknowledge and agree:

1. AI can be wrong. AI Output may be inaccurate, incomplete, misleading, or inappropriate.
2. Human review is required. You are solely responsible for reviewing, validating, approving, and monitoring AI Output and AI agent behavior before using it, publishing it, or sending it to any recipient.
3. You control instructions. AI Output is generated based on your prompts, configurations, workflows, and data. If the AI hallucinates, violates a law, or generates non-compliant content based on your instructions or deployment, you are responsible for the result and downstream use.
4. No professional advice. AI Output is not legal, compliance, financial, medical, or other professional advice.

8) Acceptable Use

You must not:

• Use the Services for unlawful, deceptive, infringing, harmful, or abusive purposes
• Send communications without valid consent where required
• Evade opt-out or suppression mechanisms
• Introduce malware or attempt unauthorized access
• Interfere with security or platform integrity
• Scrape, reverse engineer, resell, or sublicense the Services without written permission

9) Intellectual Property; License

1. Our IP. The Services (including software, templates, workflows, prompts, configurations, and documentation) are owned by the Company and/or licensors and protected by IP laws.
2. License to you. Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes during the subscription term.
3. Restrictions. You may not copy, modify, distribute, sell, resell, sublicense, or create derivative works of the Services except as expressly permitted in writing.

10) Third-Party Services

The Services may integrate with third-party providers (for example carriers, messaging aggregators, cloud hosting, analytics, payment processors, and AI providers). Third-party services are governed by their own terms and policies. We are not responsible for third-party outages, filtering decisions, or pricing changes.

11) Disclaimer of Warranties

THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED.

12) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS ARISING FROM OR RELATING TO THE SITE OR SERVICES.

OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SITE OR SERVICES WILL NOT EXCEED THE LESSER OF:

• THE TOTAL FEES PAID BY YOU IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR
• CAD $5,000.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

13) Indemnification (The Shield)

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, penalties, fines, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Services
• Your data and recipient lists, including alleged lack of consent or unlawful collection/use/sharing
• Communications sent by or on behalf of you using the Services (including TCPA, CASL, A2P/carrier rules, and similar claims)
• Your AI configurations, prompts, workflows, and use of AI Output
• Your breach of these Terms or violation of law

This does not apply to the extent a claim is caused by the Company’s gross negligence or willful misconduct.

14) Suspension and Termination

We may suspend or terminate your access immediately (with or without notice) for non-payment, security risk, legal/compliance risk, deliverability risk, suspected abuse, or violation of these Terms.

Provisions intended to survive termination survive, including IP, disclaimers, limitation of liability, indemnification, and dispute resolution.

15) Governing Law and Dispute Resolution (Ontario plus U.S. Arbitration)

15.1 Canada and non-U.S. disputes

These Terms are governed by the laws of Ontario, Canada, without regard to conflict of law principles. Subject to applicable law, the courts of Ontario will have exclusive jurisdiction over disputes not covered by Section 15.2.

15.2 Mandatory binding individual arbitration for U.S. disputes

A “U.S. Dispute” means any dispute, claim, or controversy arising out of or relating to the Site, these Terms, or the Services where (a) you are a resident of the United States, (b) the claim is brought under U.S. federal or state law, or (c) the dispute arises from communications to U.S. telephone numbers.

For any U.S. Dispute, binding individual arbitration is the sole and exclusive remedy. Arbitration will be administered by the American Arbitration Association (AAA) under its applicable rules. The Federal Arbitration Act governs interpretation and enforcement of this arbitration agreement.

• Jury trial waiver: you and the Company waive the right to a jury trial for any U.S. Dispute.
• Class action waiver: arbitration will be conducted only on an individual basis. You and the Company waive any right to participate in a class, consolidated, representative, or private attorney general action.
• Format: arbitration will be conducted by videoconference unless AAA rules require an in-person hearing.
• IP carve-out: either party may seek injunctive relief in a court of competent jurisdiction for unauthorized use or infringement of intellectual property rights.

15.3 Class action waiver for non-U.S. disputes

To the maximum extent permitted by law, non-U.S. disputes will be conducted only on an individual basis and not as a class, consolidated, or representative action.

16) Changes to These Terms

We may update these Terms by posting a revised version and updating the “Last Updated” date. Continued use after changes are posted constitutes acceptance to the extent permitted by law.

17) Contact

Questions about these Terms: info@stallionsystems.io

Stallion Systems is a proprietary platform and trading name of Stallion Leads (Ontario-registered).

© 2026 Stallion Systems. All rights reserved.