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Terms of service

Last updated November 10, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AN INDEMNITY, AUTOMATIC RENEWAL OF SUBSCRIPTIONS, AND PROVISIONS GOVERNING THE LAW AND FORUM THAT APPLY TO DISPUTES.

1. Agreement to these Terms

1.1 These Terms of Service, together with any documents, policies and order details expressly incorporated herein by reference (collectively, the “Terms”), constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “your”), and NeverHold (“NeverHold”, “we”, “us” or “our”), concerning your access to and use of the NeverHold website, owner dashboard, telephone numbers, AI receptionist, text-messaging, email, website chat, booking, reminder, review-request, call-back list, reporting and related features, and any software, content, materials, updates, documentation and services offered by or through any of them (collectively, the “Service”).

1.2 BY CREATING AN ACCOUNT, CLICKING A BUTTON OR CHECKING A BOX MARKED “SIGN UP”, “ACCEPT”, “I AGREE” OR SIMILAR, COMPLETING A PURCHASE, STARTING A TEST CALL, OR OTHERWISE ACCESSING OR USING ANY PART OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND BY OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

1.3 If you enter into these Terms on behalf of a company, partnership, sole proprietorship, professional corporation, association or other legal entity, you represent and warrant that you have full legal authority to bind that entity and its affiliates to these Terms, in which case the terms “you” and “your” shall refer to such entity and its affiliates as well as to you personally. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.

1.4 Supplemental terms, policies or plan details that may be posted on the Service or presented to you at checkout from time to time are hereby expressly incorporated herein by reference. In the event of any conflict between these Terms and any such supplemental terms, these Terms shall prevail unless the supplemental terms expressly state otherwise.

2. Definitions and Interpretation

2.1 In these Terms, unless the context otherwise requires, the following capitalized terms have the meanings set out below:

  • “Account” means the account created by or for you to access and administer the Service, including the owner dashboard.
  • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
  • “AI Output” means any response, spoken reply, synthesized voice, text message, email, chat reply, summary, transcript, translation, classification, booking, reminder or other content or action generated, in whole or in part, by artificial-intelligence, machine-learning, speech-recognition or speech-synthesis systems as part of the Service.
  • “Applicable Law” means all federal, provincial, state, territorial, municipal and foreign laws, statutes, regulations, by-laws, codes, orders, regulatory guidance and carrier or industry rules that apply to a party, to the Service, or to any communication made through it.
  • “Business” means the business, practice or organization for which you configure and use the Service.
  • “Customer Data” means all data, information and content submitted to, collected by, or generated within the Service by you or by End Users in connection with your Account, including business information, instructions, call audio, recordings, transcripts, summaries, messages, emails, chat logs, contact details, call-back lists and appointment records, but excluding Usage Data.
  • “End User” means any natural person or entity, other than you, who communicates with your Business through the Service, including callers, recipients and senders of text messages and emails, website visitors who use the chat, and persons who book, reschedule or cancel appointments.
  • “Fees” means all amounts payable for the Service as described in section 14.
  • “Plan” means the subscription you select at sign-up or subsequently, including its roles, features, billing interval and monthly allocation of AI minutes.
  • “Third-Party Services” has the meaning given in section 13.
  • “Usage Data” means technical, diagnostic and aggregated information about the operation and use of the Service that does not identify you or any End User.

2.2 In these Terms: (a) headings are for convenience of reference only and shall not affect interpretation; (b) the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; (c) words importing the singular include the plural and vice versa; (d) references to a statute or regulation include any amendment, consolidation or replacement thereof; (e) references to “days” mean calendar days; and (f) no rule of construction shall apply to the disadvantage of a party on the basis that such party prepared these Terms or any part of them.

3. Eligibility, Registration and Account Security

3.1 The Service is offered solely for business and commercial purposes. By using the Service, you represent and warrant that (a) you are at least the age of majority in the jurisdiction in which you reside; (b) you have the legal capacity to enter into a binding contract; (c) you are not barred from receiving the Service under Applicable Law; and (d) you will use the Service only for the legitimate purposes of your Business and not for personal, family or household purposes.

3.2 You agree to provide true, accurate, current and complete information when registering for an Account and at all times thereafter, and to promptly update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, out of date or incomplete, or if we have reasonable grounds to suspect that such information is so, we may suspend or terminate your Account and refuse any and all current or future use of the Service.

3.3 You are solely responsible for maintaining the confidentiality and security of your login credentials and of any device or email account used to access the Service, and you accept full responsibility for any and all activities that occur under your Account, whether or not authorized by you. You agree to notify us immediately upon becoming aware of any actual or suspected unauthorized access to or use of your Account or any other breach of security. NeverHold shall not be liable for any loss or damage arising from your failure to comply with this section.

3.4 We reserve the right, in our sole discretion and without liability, to refuse registration of any Account, to reclaim any username or business name, and to suspend or close any Account, including where we reasonably believe that the Service is being, or is likely to be, used in breach of these Terms or Applicable Law.

4. Electronic Communications and Signatures

4.1 By using the Service, you consent to receive communications from us electronically, including by email, text message, notices within the dashboard and postings on our website. You agree that all agreements, notices, disclosures, invoices and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

4.2 You hereby agree to the use of electronic signatures, contracts, orders and other records, and to the electronic delivery of notices, policies and records of transactions initiated or completed by us or via the Service. You waive any rights or requirements under any statute, regulation, rule or other law in any jurisdiction that require an original signature, delivery or retention of non-electronic records, to the fullest extent permitted by Applicable Law.

4.3 Operational and transactional messages relating to your Account, including summaries, alerts, receipts and security notices, are part of the Service and you may not opt out of them while your Account remains active.

5. Description of the Service

5.1 The Service provides an automated, artificial-intelligence-powered front office for your Business. Depending on your Plan and configuration, the Service may, among other things: answer inbound telephone calls; converse with callers in multiple languages; answer questions using information you supply; record the name, number and reason for a call; book, reschedule and cancel appointments; transfer calls; send text messages to missed callers; send appointment reminders and review requests; respond to emails and website chats; operate an away mode and maintain a call-back list; and provide you with summaries, transcripts, notifications and reports.

5.2 YOU ACKNOWLEDGE AND AGREE THAT EVERY ROLE WITHIN THE SERVICE IS PERFORMED BY SOFTWARE AND THAT NO EMPLOYEE, CONTRACTOR OR AGENT OF NEVERHOLD ANSWERS CALLS, READS MESSAGES OR RESPONDS TO END USERS ON YOUR BEHALF IN THE ORDINARY COURSE. The Service is a tool to assist the operation of your Business and does not replace your own judgment, supervision, licensing obligations or professional responsibilities.

5.3 We may, at any time and from time to time, with or without notice, add, modify, enhance, suspend or remove any feature, function, integration, language, voice or component of the Service, provided that we will not materially reduce the core functionality of a paid Plan during a billing period for which you have already paid, except where required by Applicable Law, a carrier, a Third-Party Service or for reasons of security or integrity.

6. Not an Emergency Service

6.1 THE SERVICE IS NOT A SUBSTITUTE FOR, AND DOES NOT PROVIDE ACCESS TO, 911, 9-1-1, E911 OR ANY OTHER EMERGENCY SERVICE. THE SERVICE CANNOT DISPATCH, CONTACT OR CONNECT A CALLER TO EMERGENCY RESPONDERS, AND IT MUST NOT BE USED OR RELIED UPON FOR ANY EMERGENCY, LIFE-SAFETY, MEDICAL, SECURITY OR OTHER TIME-CRITICAL COMMUNICATION.

6.2 You are solely responsible for informing your customers and End Users of how to reach emergency services and, where the nature of your Business involves urgent or hazardous matters, of how to reach you or another responsible person directly. Any urgent-call notification feature of the Service is provided as a convenience only and is not guaranteed to be delivered or to be delivered in time.

7. Artificial Intelligence and Automated Output

7.1 The Service relies on artificial-intelligence models, automatic speech recognition, text-to-speech synthesis and related technologies, some of which are provided by Third-Party Services. You acknowledge that such technologies are probabilistic in nature and may produce AI Output that is inaccurate, incomplete, outdated, misheard, mistranscribed, mistranslated, offensive, inconsistent with your instructions, or otherwise unsuitable. Personal names, telephone numbers, street addresses, email addresses, dates, times, quantities and prices are particularly susceptible to error.

7.2 AI Output is generated on the basis of the information, instructions and configuration that you provide and of the statements made by End Users. You are solely responsible for (a) the accuracy, completeness and lawfulness of all information you supply concerning your Business, including services offered, prices, hours of operation, policies, service areas and availability; (b) reviewing all summaries, bookings, messages and other AI Output; and (c) promptly correcting any error and following up with any affected End User.

7.3 AI Output does not constitute, and shall not be relied upon as, legal, medical, health, financial, accounting, tax, insurance, engineering, safety or other professional advice. You agree to configure the Service so that it does not provide such advice on your behalf, and you acknowledge that NeverHold has no responsibility for any decision, act or omission of you or any End User made in reliance on AI Output.

7.4 You shall not represent AI Output as having been prepared by a human where Applicable Law requires disclosure of the use of automated systems, and you shall not instruct the Service to deny being an automated system to any person who sincerely asks.

8. Free Test Calls, Trials and Beta Features

8.1 We may offer free test calls, demonstrations or trial access to the Service, including browser-based test calls of limited duration. Such offerings are provided solely for evaluation purposes, may be limited in number, length or functionality, may be withdrawn at any time, and are provided strictly “as is” without any warranty, support or liability of any kind.

8.2 Features identified as “beta”, “preview”, “early access”, “experimental”, “coming soon”, “joining soon” or similar (“Beta Features”) are made available for testing and feedback, may contain bugs or errors, may be changed or discontinued at any time without notice, and do not form part of any commitment unless and until we make them generally available. Your use of any Beta Feature is at your sole risk.

9. Your Responsibilities and Compliance with Law

9.1 You are solely responsible for your use of the Service and for all communications made by or through the Service on behalf of your Business, as if such communications had been made by you directly. You shall use the Service only in strict compliance with all Applicable Law, which may include, depending on your location and that of your End Users:

  • Canada’s Anti-Spam Legislation (CASL) and its regulations, and the Canadian Radio-television and Telecommunications Commission’s Unsolicited Telecommunications Rules, including the National Do Not Call List Rules;
  • the Personal Information Protection and Electronic Documents Act (PIPEDA) and substantially similar provincial privacy legislation, including Quebec’s Act respecting the protection of personal information in the private sector and the Personal Information Protection Acts of Alberta and British Columbia;
  • in the United States, the Telephone Consumer Protection Act (TCPA) and the rules of the Federal Communications Commission, the CAN-SPAM Act, the Telemarketing Sales Rule, state telemarketing, mini-TCPA, consumer privacy and call-recording statutes, and carrier and industry requirements governing application-to-person business messaging, including any applicable brand and campaign registration;
  • all laws requiring the consent of one or all parties to the interception, monitoring or recording of telephone conversations;
  • consumer protection, advertising, accessibility, anti-discrimination and language laws, including the Charter of the French Language where applicable; and
  • any professional, regulatory or licensing rules applicable to your industry.

9.2 You represent, warrant and covenant that you have obtained, and will maintain for as long as required by Applicable Law, all notices, consents, authorizations and permissions necessary for the Service to call, answer, text, email, record, transcribe, translate, store and otherwise process communications with End Users on your behalf, and that you will honour all opt-out, unsubscribe and do-not-contact requests promptly and in any event within the time required by Applicable Law. The default notices and opt-out mechanisms included in the Service are provided as a convenience and do not relieve you of any of your obligations.

9.3 You are solely responsible for all configuration choices made in your Account, including the roles enabled, the matters your team may handle without your involvement, transfer and notification numbers, away-mode messages, business hours, review links, reminder timing and any instructions provided to the Service.

9.4 You shall not upload, provide or instruct the Service to collect any payment-card data, government-issued identification numbers, health or medical information, biometric data or other sensitive categories of personal information, except to the extent strictly necessary for your Business, permitted by Applicable Law, and expressly supported by the Service.

10. Acceptable Use

10.1 You agree that you shall not, and shall not permit, encourage or assist any person to, directly or indirectly:

  • use the Service to send unsolicited commercial electronic messages, spam or bulk messages, or to contact any person who has not contacted your Business or validly consented to be contacted;
  • use the Service for robocalling, predictive or automatic dialing, outbound telemarketing campaigns, lead generation, debt collection, political or advocacy campaigning, surveys or any other outbound use not expressly supported by the Service;
  • impersonate any person or entity, falsely state or misrepresent your identity, affiliation or authority, or spoof caller identification;
  • transmit any content that is unlawful, fraudulent, deceptive, defamatory, libellous, harassing, abusive, threatening, obscene, pornographic, hateful, discriminatory, or that promotes violence or illegal activity;
  • infringe, misappropriate or violate any intellectual property, privacy, publicity or other right of any person;
  • access or attempt to access any account, system, network or data without authorization, or probe, scan, penetrate or test the vulnerability of the Service or any related system or network, or breach any security or authentication measure;
  • introduce any virus, worm, Trojan horse, ransomware, malicious code or other harmful component, or interfere with, disrupt or impose an unreasonable or disproportionately large load on the Service or its infrastructure;
  • use any robot, spider, scraper, crawler or other automated means to access the Service or extract data from it, except through interfaces we expressly make available for that purpose;
  • copy, modify, translate, adapt, create derivative works of, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, models, prompts, system instructions or underlying structure of the Service, except to the extent that such restriction is expressly prohibited by Applicable Law;
  • attempt to manipulate, “jailbreak” or circumvent any safety, content or usage limitation of the Service or of any AI model used by it;
  • use the Service or any AI Output to develop, train, benchmark or improve any product or service that competes with the Service;
  • sell, resell, license, sublicense, rent, lease, distribute, white-label or otherwise commercially exploit or make the Service available to any third party, except as expressly authorized by us in writing; or
  • use the Service in any manner that could expose NeverHold, its suppliers or other customers to liability, regulatory action, carrier sanctions or reputational harm.

10.2 We reserve the right, but do not assume any obligation, to monitor use of the Service and to investigate any suspected violation of these Terms. Without limiting any other remedy, we may remove or disable content, block or release telephone numbers, throttle or limit usage, report activity to law enforcement or carriers, and suspend or terminate your access to the Service, in whole or in part, with or without notice, where we reasonably believe such action is necessary or appropriate.

11. Telephone Numbers, Call Forwarding and Messaging

11.1 Paid Plans may include one or more telephone numbers procured from our telecommunications providers for use exclusively with the Service. You acknowledge that telephone numbers are a public resource administered by carriers and regulators, that neither you nor NeverHold acquires any ownership or property right in any number, and that we may be required to change, suspend or reclaim a number at the direction of a carrier or regulator, as required by Applicable Law, upon termination of your Account, or upon non-payment. We will use commercially reasonable efforts to give you notice of any such change where practicable.

11.2 Where you elect to retain your existing business telephone number and forward unanswered or other calls to the Service, such forwarding is configured through, and remains subject to the terms, charges and limitations of, your own telephone provider. NeverHold is not responsible for any charges imposed by your provider, for any failure or misconfiguration of call forwarding, or for any outage or degradation on your provider’s network.

11.3 The transmission and delivery of calls and messages depend on networks, carriers and systems outside our control. Calls may fail to connect, drop or suffer from poor audio quality, and messages may be delayed, filtered, blocked or not delivered. Automated messages may be held until reasonable hours in your Business’s local time zone. Keywords such as STOP, UNSUBSCRIBE and HELP are processed in accordance with carrier rules and may cause an End User to cease receiving messages from your number. NeverHold makes no representation or warranty that any call will be answered or that any message will be delivered.

12. Call Recording, Transcription and Notices

12.1 Calls handled by the Service may be recorded, transcribed, translated, analysed and summarized in order to enable the Service to respond to callers, to provide you with records of the interaction, and to maintain and secure the Service. By default, the Service informs callers at the beginning of each call that the call is recorded.

12.2 The laws governing the recording, monitoring and transcription of telephone calls vary between jurisdictions and may require the consent of all parties. You are solely responsible for determining whether the default notice provided by the Service is sufficient in light of your Business and the locations of your End Users, for obtaining any additional consent required, and for complying with any request by an End User not to be recorded.

13. Third-Party Services

13.1 The Service incorporates, depends upon and interoperates with products and services provided by third parties, including providers of telephony and messaging, voice AI, large language models, speech recognition, email delivery, cloud hosting, databases, payment processing and calendars (collectively, “Third-Party Services”). Certain features, such as calendar synchronization, require you to connect a Third-Party Service and may be subject to that third party’s own terms of service and privacy policy, which you are responsible for reviewing and accepting.

13.2 NeverHold does not control and is not responsible for any Third-Party Service, including its availability, accuracy, security, performance, pricing or policies, and we may add, replace or discontinue any Third-Party Service at any time. By enabling an integration, you authorize NeverHold to access, exchange and process data with that Third-Party Service as reasonably necessary to provide the features you have enabled.

14. Fees, Billing, Renewal and Taxes

14.1 Fees. You agree to pay all Fees for the Plan you select, as described on our pricing page and as presented at checkout. Unless otherwise expressly stated, all Fees are quoted and payable in United States dollars.

14.2 Billing intervals. Plans are billed in advance on a monthly or yearly basis, as selected by you. Yearly Plans are charged at a price equal to ten (10) months of the applicable monthly price and entitle you to twelve (12) months of service. An optional one-time setup fee is payable if you select assisted setup at checkout.

14.3 Automatic renewal. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD FOR A SUBSEQUENT PERIOD OF EQUAL LENGTH, AND YOU HEREBY AUTHORIZE NEVERHOLD AND ITS PAYMENT PROCESSOR TO CHARGE THE APPLICABLE FEES TO YOUR DESIGNATED PAYMENT METHOD ON OR ABOUT THE FIRST DAY OF EACH SUCH PERIOD, WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU CANCEL IN ACCORDANCE WITH SECTION 16.

14.4 Payment processing. Payments are processed by our third-party payment processor. NeverHold does not receive or store your full payment-card number. You represent that you are authorized to use the payment method you provide and agree to keep your payment information current.

14.5 AI minutes. Each Plan includes an allocation of AI minutes per calendar month. Unused minutes expire at the end of each month, reset on the first day of the following month, and do not roll over, accrue or carry any cash value. If your allocation is exhausted before the end of a month, NeverHold will not charge you for additional minutes without your agreement; instead, calls will be forwarded to your own telephone number if you have provided one, and missed callers will continue to receive your automatic text-back message, until your allocation resets or you change your Plan.

14.6 Taxes. All Fees are exclusive of applicable taxes, levies, duties and similar governmental assessments, including sales, use, goods and services, harmonized, value-added and withholding taxes (“Taxes”). You are responsible for paying all Taxes associated with your purchases, excluding taxes based on NeverHold’s net income, and Taxes will be added to your invoice where we are required by Applicable Law to collect them.

14.7 No refunds. EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW OR AS EXPRESSLY PROVIDED IN THESE TERMS, ALL FEES ARE NON-CANCELLABLE AND NON-REFUNDABLE, AND NO REFUNDS OR CREDITS SHALL BE ISSUED FOR PARTIAL BILLING PERIODS, UNUSED MINUTES, UNUSED FEATURES, DOWNGRADES OR PERIODS DURING WHICH THE SERVICE WAS NOT USED.

14.8 Failed payments. If any charge is declined, reversed or otherwise not paid when due, we may, without limiting our other rights and remedies, retry the charge, suspend your access to the Service, cancel your subscription, and release any telephone number associated with your Account. You remain liable for all amounts owing.

14.9 Price changes. We may change our Fees or introduce new charges upon reasonable prior notice to you. Any change shall take effect at the beginning of your next billing period, and your continued use of the Service after the change takes effect constitutes your acceptance of the new Fees. If you do not agree to a change, you may cancel your subscription before it takes effect.

15. Referrals and Promotions

15.1 From time to time we may offer referral rewards, free months, discounts, trials or other promotional benefits (“Promotions”). Each Promotion is subject to the eligibility criteria, conditions and limitations we specify at the time it is offered, which are incorporated herein by reference.

15.2 Promotions have no cash value, are non-transferable, may not be combined with any other offer unless we expressly state otherwise, and may be modified, suspended or discontinued at any time without notice. We reserve the right to withhold, reverse or recover any Promotion obtained through fraud, self-referral, duplicate accounts, misrepresentation or any other abuse, and to suspend any Account involved.

16. Term, Cancellation, Suspension and Termination

16.1 Term. These Terms commence on the date you first accept them or first access the Service, whichever is earlier, and remain in full force and effect until your Account is closed and all subscriptions have expired or been terminated. There is no minimum contractual commitment beyond the billing period you have paid for.

16.2 Cancellation by you. You may cancel your subscription at any time through the billing settings available in your dashboard. Cancellation shall take effect at the end of the then-current billing period, you shall continue to have access to the Service until that time, and no further Fees shall be charged thereafter. Cancellation does not entitle you to any refund except as expressly required by Applicable Law.

16.3 Suspension and termination by us. We may suspend or terminate your access to all or any part of the Service, immediately and with or without notice, if: (a) you breach any provision of these Terms; (b) any Fees are unpaid when due; (c) we reasonably believe your use of the Service poses a security, legal, regulatory or reputational risk to NeverHold, our suppliers, other customers, End Users or any third party; (d) we are required to do so by Applicable Law, a court, a regulator, a carrier or a Third-Party Service; or (e) we decide to discontinue the Service, in whole or in part, in which case we will provide reasonable advance notice where practicable.

16.4 Effect of termination. Upon any termination or expiry: (a) all rights and licences granted to you under these Terms shall immediately cease; (b) you shall cease all use of the Service; (c) any telephone number assigned to your Account may be released; (d) all Fees accrued prior to termination shall become immediately due and payable; and (e) we may delete Customer Data in accordance with section 18 and our Privacy Policy.

16.5 Survival. Sections 2, 7, 14 (as to amounts owing), 16.4, 16.5 and 17 through 31, together with any other provision that by its nature is intended to survive, shall survive any termination or expiry of these Terms.

17. Customer Data, Privacy and Security

17.1 Ownership. As between you and NeverHold, you retain all right, title and interest in and to your Customer Data. Nothing in these Terms transfers ownership of Customer Data to NeverHold.

17.2 Licence to NeverHold. You hereby grant to NeverHold, its Affiliates and its service providers a worldwide, non-exclusive, royalty-free, sublicensable (solely to service providers) licence to host, store, copy, transmit, process, record, transcribe, translate, analyse, display and otherwise use Customer Data as necessary to provide, maintain, support, secure and improve the Service, to prevent fraud and abuse, to comply with Applicable Law, and as otherwise described in our Privacy Policy.

17.3 Roles. With respect to personal information of End Users contained in Customer Data, you are the organization responsible for such information under Applicable Law, and NeverHold processes it on your behalf and in accordance with your instructions as expressed through your configuration of the Service and these Terms. You represent and warrant that you have all rights, consents and authority necessary to provide Customer Data to NeverHold and to permit its processing in accordance with these Terms, and that such processing will not violate Applicable Law or the rights of any person.

17.4 Cross-border processing. You acknowledge that Customer Data may be transferred to, stored in and processed in jurisdictions other than the one in which you or your End Users are located, including the United States, where it may be subject to the laws of, and accessible to the courts and authorities of, those jurisdictions.

17.5 Security. NeverHold maintains administrative, technical and physical safeguards that are reasonable in light of the nature of the Customer Data, designed to protect it against unauthorized access, use, disclosure, alteration and destruction. HOWEVER, NO METHOD OF TRANSMISSION OVER THE INTERNET OR TELEPHONE NETWORKS, AND NO METHOD OF ELECTRONIC STORAGE, IS COMPLETELY SECURE, AND NEVERHOLD CANNOT AND DOES NOT GUARANTEE THE ABSOLUTE SECURITY OF ANY DATA. Where required by Applicable Law, we will notify you without undue delay upon becoming aware of a breach of security safeguards affecting your Customer Data.

17.6 Usage Data. Notwithstanding anything to the contrary, NeverHold may collect, use and disclose Usage Data for any lawful purpose, including to operate, analyse and improve the Service, provided that such Usage Data does not identify you or any End User.

18. Data Retention and Export

18.1 We retain Customer Data for as long as your Account remains active and thereafter for such period as is reasonably necessary for the purposes described in our Privacy Policy, including to comply with legal, accounting and reporting obligations, to resolve disputes and to enforce our agreements.

18.2 Prior to the closure of your Account, you may request a copy of your Customer Data, and we will use commercially reasonable efforts to provide it in a commonly used electronic format. Following closure, we shall have no obligation to maintain or provide any Customer Data and may delete it, subject to Applicable Law.

19. Intellectual Property and Licences

19.1 Our property. The Service and all of its components, including all software, source and object code, models, prompts, system instructions, workflows, designs, interfaces, text, graphics, audio, voices, logos, and all modifications, enhancements and derivative works thereof, together with all intellectual property rights therein (collectively, “NeverHold Property”), are and shall remain the exclusive property of NeverHold and its licensors and are protected by copyright, trademark, trade secret and other laws of Canada, the United States and other countries.

19.2 Your licence. Subject to your continuing compliance with these Terms and timely payment of all Fees, NeverHold grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence, during the term of your subscription, to access and use the Service solely for the internal business purposes of your Business. All rights not expressly granted herein are reserved by NeverHold and its licensors.

19.3 AI Output. As between you and NeverHold, and to the extent permitted by Applicable Law, you may use AI Output generated for your Business in connection with your Business, subject to these Terms. You acknowledge that AI Output may not be unique and that similar output may be generated for other customers.

19.4 Trademarks. “NeverHold”, the NeverHold emblem and all related names, logos, product and service names, designs and slogans are trademarks of NeverHold. You may not use any such marks without our prior written permission.

20. Feedback

Any suggestions, ideas, enhancement requests, recommendations or other feedback that you provide to NeverHold regarding the Service (“Feedback”) are provided voluntarily. You hereby grant NeverHold a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable licence to use, disclose, reproduce, modify and otherwise exploit such Feedback for any purpose, without any obligation of attribution or compensation to you, and you waive any moral rights you may have in such Feedback.

21. Copyright and Content Complaints

If you believe that any content made available through the Service infringes your copyright or other rights, please notify us using the contact details published on our website, providing sufficient detail to identify the work claimed to be infringed, the content complained of and its location, your contact information, and a statement that the information in your notice is accurate. We will respond to notices in accordance with Applicable Law, including the notice-and-notice regime of the Copyright Act (Canada) where applicable.

22. Confidentiality

Each party may obtain non-public information of the other party that is marked or would reasonably be understood to be confidential (“Confidential Information”). The receiving party shall use the disclosing party’s Confidential Information only to perform its obligations or exercise its rights under these Terms, shall not disclose it to any third party other than its employees, contractors and service providers who need to know it and are bound by obligations of confidentiality no less protective, and shall protect it using at least reasonable care. These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was lawfully known to it before disclosure, is independently developed, or is required to be disclosed by law, provided that the receiving party gives reasonable notice where legally permitted.

23. Service Availability and Support

23.1 NeverHold will use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance, emergency maintenance, and interruptions caused by circumstances beyond our reasonable control, including failures of Third-Party Services. No service-level agreement, uptime commitment or service credit applies unless expressly agreed by NeverHold in a separate signed writing.

23.2 Support, if any, is provided by electronic means on a commercially reasonable basis. We do not guarantee any particular response or resolution time.

24. Disclaimer of Warranties

24.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, ALL AI OUTPUT AND ALL CONTENT, FEATURES AND FUNCTIONALITY MADE AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NEVERHOLD, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, QUIET ENJOYMENT, ACCURACY AND NON-INFRINGEMENT.

24.2 WITHOUT LIMITING THE FOREGOING, NEVERHOLD DOES NOT WARRANT THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) EVERY CALL WILL BE ANSWERED, EVERY MESSAGE DELIVERED OR EVERY BOOKING RECORDED; (D) ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, LAWFUL OR APPROPRIATE; (E) ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

24.3 ANY TIME-SAVED FIGURES, ESTIMATES, CALCULATIONS, EXAMPLES, TESTIMONIALS OR STATISTICS DISPLAYED ON OUR WEBSITE OR IN OUR MARKETING MATERIALS ARE ILLUSTRATIVE ONLY, ARE BASED ON ASSUMPTIONS THAT MAY NOT APPLY TO YOUR BUSINESS, AND DO NOT CONSTITUTE A PROMISE, GUARANTEE OR WARRANTY OF ANY PARTICULAR RESULT.

25. Limitation of Liability

25.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEVERHOLD OR ANY OF ITS AFFILIATES, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS, CUSTOMERS, BOOKINGS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL OR REPUTATION, OR FOR ANY LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE SERVICES, OR ANY MISSED, DROPPED, DELAYED, MISROUTED, MISHEARD OR MISUNDERSTOOD CALL OR MESSAGE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THESE TERMS, EVEN IF NEVERHOLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

25.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF NEVERHOLD AND ITS AFFILIATES, LICENSORS AND SUPPLIERS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO NEVERHOLD FOR THE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.

25.3 The limitations and exclusions in this section reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain between them, without which NeverHold would not provide the Service at the Fees charged. Some jurisdictions do not permit the exclusion or limitation of certain warranties or liabilities; accordingly, some of the above limitations may not apply to you, and nothing in these Terms excludes or limits any liability that cannot be excluded or limited under Applicable Law.

26. Indemnification

You agree to defend, indemnify and hold harmless NeverHold and its Affiliates and their respective owners, directors, officers, employees, contractors, agents, licensors and suppliers from and against any and all claims, demands, actions, suits, investigations and proceedings, and all resulting losses, liabilities, damages, judgments, settlements, fines, penalties, carrier charges, costs and expenses (including reasonable legal fees and disbursements), arising out of or relating to: (a) your access to or use of the Service; (b) your Customer Data; (c) any communication made by or through the Service on behalf of your Business, including any alleged violation of anti-spam, telemarketing, privacy or call-recording laws; (d) your breach of these Terms or of any representation or warranty herein; (e) your violation of Applicable Law; or (f) your infringement or violation of the rights of any third party, including any End User. NeverHold reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of such claims.

27. Export Controls and Sanctions

You shall comply with all applicable export control and economic sanctions laws and regulations of Canada, the United States and any other relevant jurisdiction. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions, and that you are not identified on, or owned or controlled by any person identified on, any applicable list of sanctioned or restricted persons.

28. Changes to these Terms

28.1 NeverHold reserves the right, in its sole discretion, to modify, amend or replace these Terms at any time. When we do so, we will revise the “Last updated” date at the top of this page and, in the case of material changes, provide you with notice by email or through the dashboard at least fifteen (15) days before such changes take effect, except where changes are required sooner by Applicable Law or relate to new features, in which case they take effect immediately.

28.2 Your continued access to or use of the Service after the revised Terms take effect constitutes your acceptance of them. If you do not agree to the revised Terms, your sole and exclusive remedy is to stop using the Service and cancel your subscription before the revised Terms take effect.

29. Governing Law, Jurisdiction and Dispute Resolution

29.1 These Terms, and any dispute, claim or controversy arising out of or relating to them, the Service or the relationship between the parties, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the province of Canada in which NeverHold is registered and the federal laws of Canada applicable therein, without giving effect to any choice-of-law or conflict-of-law rules that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

29.2 Before commencing any formal proceeding, the party asserting a dispute shall provide the other party with written notice describing the dispute in reasonable detail, and the parties shall attempt in good faith to resolve the dispute through informal negotiation for a period of not less than thirty (30) days following such notice.

29.3 Subject to section 29.2 and to any non-waivable rights you may have under Applicable Law, each party irrevocably submits to the exclusive jurisdiction of the courts of that province, and waives any objection to venue in such courts, including any objection based on inconvenient forum. Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

29.4 TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY PROCEEDING TO RESOLVE A DISPUTE SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND YOU AGREE NOT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE ACTION AGAINST NEVERHOLD.

30. Force Majeure

NeverHold shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in performing any obligation when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including acts of God, flood, fire, earthquake, severe weather, epidemic or pandemic, war, invasion, hostilities, terrorism, riot or civil unrest, government order, law or action, embargo, strikes or other labour disputes, shortage of materials, failure or interruption of telecommunications networks, carriers, power, internet, hosting, AI models or other Third-Party Services, and cyberattacks, including denial-of-service attacks.

31. General Provisions

31.1 Entire agreement. These Terms, together with the Privacy Policy and any Plan or order details accepted by you at checkout, constitute the sole and entire agreement between you and NeverHold with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral.

31.2 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed, and the remaining provisions shall continue in full force and effect.

31.3 No waiver. No failure or delay by NeverHold in exercising any right, power or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof.

31.4 Assignment. You may not assign, delegate or otherwise transfer these Terms or any of your rights or obligations hereunder, whether voluntarily, by operation of law or otherwise, without our prior written consent, and any purported assignment in violation of this section shall be null and void. NeverHold may freely assign or transfer these Terms, in whole or in part, including in connection with a merger, amalgamation, acquisition, corporate reorganization or sale of all or substantially all of its assets. These Terms shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

31.5 Notices. NeverHold may provide notices to you by email to the address associated with your Account, by notice in the dashboard, or by posting on our website, and such notices shall be deemed received when sent or posted. Notices to NeverHold must be sent in writing using the contact details published on our website.

31.6 Relationship of the parties. The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, fiduciary, franchise or employment relationship between the parties, and neither party has authority to bind the other.

31.7 No third-party beneficiaries. Except as expressly provided in sections 25 and 26 with respect to NeverHold’s Affiliates, licensors, suppliers and personnel, these Terms are for the sole benefit of the parties and their successors and permitted assigns, and nothing herein shall confer any legal or equitable right, benefit or remedy upon any other person, including any End User.

31.8 Equitable relief. You acknowledge that a breach of sections 10, 19 or 22 may cause NeverHold irreparable harm for which monetary damages would be an inadequate remedy, and that NeverHold shall be entitled to seek injunctive or other equitable relief without the necessity of posting a bond or proving actual damages, in addition to any other remedy available at law or in equity.

31.9 Cumulative remedies. Except as expressly provided otherwise, all rights and remedies under these Terms are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity.

31.10 Language. The parties hereto have expressly required that these Terms and all documents, notices and communications relating thereto be drawn up in the English language. Les parties aux présentes ont expressément exigé que les présentes conditions et tous les documents, avis et communications qui s’y rattachent soient rédigés en langue anglaise.

32. Contact Information

In order to resolve a complaint regarding the Service, to exercise any right under these Terms, or to receive further information regarding use of the Service, please contact NeverHold using the contact details published on our website.