Customer Terms of Service

1. Agreement and electronic acceptance

These Customer Terms of Service (the "Terms") are a binding agreement between Lenura Ventures Inc., a corporation incorporated under the laws of Canada, operating under the name HostDesk ("HostDesk," "we," "us," or "our") and the person or legal entity accepting them ("Customer," "you," or "your"). These Terms, each order or checkout, the Acceptable Use Policy, the Privacy Notice, and any written addendum signed by both parties form the "Agreement."

You accept the Agreement when you select the unchecked legal-consent box and the button that creates your HostDesk account, when you select an equivalent re-acceptance control, or when you otherwise electronically accept an order that incorporates it. You consent to electronic records, notices, signatures, and contracts. HostDesk stores the authenticated account, document versions and hashes, acceptance time, consent method, and related request evidence.

The Service is offered only for business and professional use, not personal, family, or household use. You must be at least 18 years old. If you accept for an organization, you represent that you can bind it. If you lack that authority, you accept the Agreement personally and are responsible for the account.

2. Service and role of HostDesk

HostDesk provides software that can scan Customer-controlled sources, organize knowledge, generate or retrieve responses, identify unanswered questions, capture contact requests, produce reports, and connect to third-party systems. Features and limits may vary by plan, documentation, integration, and release stage.

HostDesk is a software provider. It is not the merchant, seller, manufacturer, professional adviser, call centre, agent, fiduciary, partner, joint venturer, employer, or representative of Customer. HostDesk has no authority to make a contract, representation, warranty, refund, discount, delivery commitment, eligibility decision, or other promise for Customer. Customer's use of generated text does not create such authority.

The Service assists Customer; it does not replace Customer's judgment, staff, policies, legal obligations, or direct relationship with its end users. No output, score, report, lead estimate, or conversion metric guarantees a business result.

3. Accounts and authorized users

• Customer must provide accurate account and billing information and keep it current.
• Customer is responsible for every action taken through its accounts, sites, API keys, integrations, and authorized users, including actions taken by contractors and administrators.
• Credentials and keys may not be shared publicly or between unrelated organizations. Customer must use reasonable security, restrict administrator access, and promptly report suspected compromise.
• HostDesk may rely on instructions from an account owner or administrator. Customer is responsible for its internal approvals and for removing access when a user no longer requires it.

4. Access rights and restrictions

During a valid subscription or trial, HostDesk grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for Customer's own business operations and to place the authorized widget on Customer-controlled websites.

• Do not resell, rent, timeshare, sublicense, or provide the Service as a standalone product unless HostDesk authorizes it in writing.
• Do not reverse engineer, extract prompts or model parameters, copy non-public features, bypass security or usage limits, interfere with operation, or use the Service to create a substantially competing product, except where a restriction is prohibited by law.
• Do not remove legal, safety, source, AI, attribution, or disclosure notices; misrepresent output as human-generated; or circumvent a refusal, blocked topic, rate limit, cost ceiling, or safety control.
• Use the Service and every integration only in accordance with the Agreement, documentation, third-party terms, and applicable law.

5. Customer content, sources, and instructions

"Customer Content" means websites, pages, products, documents, policies, prompts, instructions, account data, integrations, conversation data, and other material submitted, selected, connected, or made available by or for Customer. As between the parties, Customer retains its rights in Customer Content.

Customer gives HostDesk and its subprocessors a worldwide, non-exclusive right to host, copy, transmit, index, transform, display, and otherwise process Customer Content only as reasonably necessary to provide, secure, support, and improve the Service for Customer, comply with law, and create de-identified or aggregated service statistics.

Customer represents and warrants that it owns or has all permissions required for Customer Content and HostDesk's processing of it; that Customer Content and instructions are accurate, lawful, and not misleading; and that they do not violate privacy, confidentiality, intellectual-property, publicity, consumer-protection, or other rights. Customer must promptly correct or remove inaccurate, expired, conflicting, or unauthorized material.

6. AI output and mandatory human oversight

The Service may use artificial intelligence and machine learning to produce answers, summaries, classifications, recommendations, drafts, and other results ("Output"). AI systems are probabilistic. Despite grounding, retrieval, verification, refusal, and source controls, Output may be inaccurate, incomplete, misleading, offensive, non-unique, non-infringing status may be uncertain, or may not reflect current information.

Customer must independently evaluate the accuracy, suitability, legality, tone, and consequences of Output before relying on it or allowing it to affect an end user. Customer is solely responsible for deciding what sources to connect, what answers to approve, what controls to configure, where to deploy the Service, and what actions to take from Output.

Customer must maintain meaningful human oversight and an accessible route to a person. Customer may not use Output as the sole basis for a legal, medical, financial, employment, housing, credit, insurance, educational, safety, eligibility, or similarly consequential decision. Output is not professional advice and is not a substitute for a qualified professional.

Before first enabling the assistant, and again after a material change to the launch attestation, Customer must affirm that it reviewed its sources and representative answers, understands AI limitations, will maintain human escalation, and accepts responsibility for its commercial statements and end-user relationship. HostDesk records the authenticated user, site, attestation version and hash, time, and related request evidence.

7. Prices, policies, transactions, and commercial commitments

Customer is solely responsible for every product, service, price, tax, fee, promotion, inventory statement, delivery estimate, return or refund rule, warranty, compatibility statement, safety statement, booking, order, and transaction offered through or discussed by the Service.

Customer must use current authoritative data and, where reasonably available, structured live integrations for time-sensitive transaction information. Customer may not instruct the Service to invent or infer prices, availability, discounts, refunds, eligibility, guarantees, delivery dates, legal rights, or safety outcomes. Customer must route unsupported, conflicting, high-risk, or time-sensitive matters to a person.

Customer acknowledges that source material may be wrong or become stale between scans. A citation or verification indicator means only that Output was supported by the source available to the Service at the relevant time; it is not a warranty that the source itself was correct, complete, lawful, or current.

8. End-user disclosures and customer responsibility

• Customer must clearly and conspicuously tell end users that they are interacting with an AI system and may not disable, obscure, or contradict HostDesk's AI disclosure.
• Customer must publish accurate privacy and user terms covering the assistant, conversation storage, lead capture, third-party processing, and any legally required choices or consents.
• Customer's end-user terms must state, to the extent permitted by law, that generated answers should be independently verified, may be inaccurate or outdated, and do not create liability for HostDesk as Customer's software provider.
• Customer is responsible for end-user support, complaints, refunds, disputes, notices, accessibility, and all statements made on Customer's channels, including Output Customer chooses to display or send.
• Customer must not represent HostDesk as a human employee or as the provider of Customer's products, services, advice, or commitments.

9. Privacy and data protection

Each party will comply with laws directly applicable to its processing of personal information. Customer is the controller, business, or organization responsible for personal information collected through Customer's sites and channels; HostDesk acts as Customer's processor or service provider for that Service Data unless applicable law provides otherwise.

Customer must provide all notices, establish a lawful basis, obtain all consents, respond to end-user requests, configure retention, avoid unnecessary sensitive data, and give only lawful instructions. Customer will not submit protected health information, payment-card data, government identifiers, account passwords, children's data, biometric data, or similarly restricted information unless HostDesk has expressly agreed in writing to support it.

This Section 9 is the parties' baseline data-processing addendum for Service Data. The subject matter is HostDesk's provision of the Service; processing lasts for the Agreement and any documented deletion or return period; its nature and purpose are hosting, retrieval, AI inference, verification, support, security, analytics, integration, and Customer-directed lead or message delivery; data subjects may include Customer personnel, website visitors, prospects, and end users; and data may include identifiers, contact details, conversation content, page and source content, transaction context, device data, and usage records. The Privacy Notice describes HostDesk's handling of information for which HostDesk determines the purposes and means.

As processor or service provider, HostDesk will: process Service Data only on Customer's documented instructions, including the Agreement and Customer's configuration, unless law requires otherwise; ensure personnel authorized to process it are bound by confidentiality; maintain appropriate technical and organizational safeguards; notify Customer without undue delay after confirming a breach of Service Data; reasonably assist with data-subject requests, security, breach notices, impact assessments, and regulator consultations; and, at the end of processing, delete or return Service Data as described in the Service and retention terms unless law requires preservation.

HostDesk will provide information reasonably necessary to demonstrate those processor obligations and permit a reasonable audit no more than once annually, first through current reports and questionnaires and then, only if those are materially insufficient, through a mutually scoped independent audit at Customer's expense that avoids disruption and protects other customers' and HostDesk's confidential information. Additional audits are permitted after a confirmed material breach or where a regulator requires one. HostDesk will promptly tell Customer if, in HostDesk's opinion, an instruction violates applicable data-protection law.

Customer gives general written authorization for HostDesk to use subprocessors. HostDesk will impose data-protection obligations appropriate to their services and remains responsible for their performance to the extent required by applicable law. HostDesk will make current subprocessor information available and provide reasonable advance notice of a material new subprocessor where law requires it. Customer may object on documented, reasonable data-protection grounds; the parties will try to resolve the objection, and if they cannot, HostDesk may stop the affected feature or Customer may terminate it as its sole remedy.

For personal information subject to United States state privacy laws, HostDesk acts as a service provider or contractor: it will not sell or share that information for cross-context behavioural advertising; retain, use, or disclose it outside the specific business purposes in the Agreement or outside the direct business relationship; or combine it with personal information received from another person except as applicable law permits. HostDesk certifies that it understands and will comply with these restrictions. Customer may take reasonable and appropriate steps to help ensure compliant use and to stop and remediate unauthorized use.

Customer authorizes HostDesk and its subprocessors to process Service Data in Canada, the United States, and other disclosed locations subject to applicable transfer requirements. If a legally required transfer mechanism applies, the parties will cooperate in good faith to enter the then-current standard contractual clauses or another valid mechanism. A separately signed data-processing addendum controls over this Section only where it expressly identifies the conflicting provision.

10. Model training and usage data

HostDesk does not use Customer Content to train a generalized model for other customers unless Customer gives separate, explicit written consent. HostDesk may use operational telemetry, feedback, and de-identified or aggregated information that does not reasonably identify Customer or an individual to secure, analyze, support, and improve the Service.

Third-party AI and infrastructure providers process data as subprocessors under their applicable business or API terms. Customer understands that no internet service can guarantee absolute confidentiality or security and must avoid submitting data that the configured Service is not designed to receive.

11. Third-party services

The Service may interoperate with AI providers, commerce platforms, messaging networks, authentication services, hosting providers, payment processors, and other third parties. Their services are governed by their own terms and may change, fail, restrict access, or process data outside HostDesk's control.

Customer authorizes data exchange with each integration it enables and is responsible for its third-party accounts, credentials, permissions, fees, configuration, and compliance. HostDesk does not warrant a third-party service and is not liable for its acts, omissions, availability, output, or changes.

12. Fees, renewals, taxes, and cancellation

Customer will pay the prices and usage charges shown at checkout or in an order. Except where an order states otherwise, subscriptions renew automatically for successive periods equal to the initial billing period until cancelled before renewal. Customer authorizes recurring charges to its selected payment method.

Fees are due in advance, non-cancellable, and non-refundable except where the Agreement expressly says otherwise or law requires. Customer is responsible for applicable sales, use, value-added, withholding, and similar taxes other than taxes on HostDesk's net income. HostDesk may suspend access for failed or overdue payment after reasonable notice.

Cancellation stops future renewal and takes effect at the end of the paid period. Deleting a widget or ceasing use does not cancel a subscription. HostDesk may change prices for a future renewal period after advance notice.

13. Service changes, beta features, and availability

HostDesk may update the Service, models, providers, limits, documentation, and controls. HostDesk will not intentionally materially reduce the core paid functionality during a current subscription without providing a reasonable alternative or a right to cancel the affected Service and receive a prorated refund of prepaid unused fees.

Preview, beta, trial, evaluation, and free features are provided "as is," may be changed or discontinued at any time, may have reduced support, and may not be suitable for production. HostDesk does not promise uninterrupted, error-free, secure, or permanently available operation.

14. Suspension and protective action

HostDesk may limit, refuse, quarantine, or suspend access or Output when reasonably necessary to prevent security threats, unlawful conduct, consumer harm, excessive cost, third-party violations, material operational harm, or potential liability; to comply with law or a provider requirement; or when Customer materially breaches the Agreement. Where practical and lawful, HostDesk will give notice and an opportunity to cure.

Safety refusals and protective controls are features of the Service, not failures to perform. Customer may not bypass them. HostDesk may preserve relevant records and cooperate with lawful investigations.

15. Ownership, output, and feedback

HostDesk and its licensors own the Service, software, interfaces, documentation, models, workflows, designs, trademarks, and all improvements. No rights are granted except the limited access rights in the Agreement.

As between HostDesk and Customer and subject to applicable law and third-party rights, Customer may use Output produced for Customer. Customer understands that Output may not qualify for intellectual-property protection and that other users may receive similar results. HostDesk makes no ownership or non-infringement warranty for Output.

Customer grants HostDesk a perpetual, irrevocable, worldwide, royalty-free right to use suggestions and feedback without restriction or attribution, provided HostDesk does not identify Customer publicly without permission.

16. Confidentiality

Each party will use the other party's non-public information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel and service providers who need it and are bound by confidentiality duties. These duties do not cover information independently developed, lawfully received without restriction, already known without duty, or publicly available without breach.

A party compelled to disclose confidential information will, where lawful, give prompt notice and reasonable assistance. Customer Content is Customer confidential information. The Service and non-public documentation are HostDesk confidential information.

17. Limited warranty and disclaimers

HostDesk warrants only that the paid Service will operate materially in accordance with its then-current documentation. Customer's exclusive remedy for a reproducible material breach reported promptly is for HostDesk to use commercially reasonable efforts to correct it; if HostDesk cannot, Customer may terminate the affected paid Service and receive a prorated refund of prepaid unused fees.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THAT EXPRESS LIMITED WARRANTY, THE SERVICE, OUTPUT, REPORTS, SCORES, INTEGRATIONS, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." HOSTDESK DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND COLLATERAL WARRANTIES AND CONDITIONS, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

HOSTDESK DOES NOT WARRANT THAT OUTPUT IS ACCURATE, COMPLETE, CURRENT, UNIQUE, LAWFUL, OR SUITABLE; THAT THE SERVICE WILL PREVENT ALL INCORRECT ANSWERS OR SECURITY INCIDENTS; THAT LEADS WILL CONVERT; OR THAT CUSTOMER WILL ACHIEVE REVENUE, SAVINGS, COMPLIANCE, OR ANY PARTICULAR RESULT. NO ORAL OR WRITTEN INFORMATION CREATES A WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

18. Indemnification

Customer will defend, indemnify, and hold harmless HostDesk, its affiliates, and their personnel from third-party claims, proceedings, losses, damages, penalties, settlements, and reasonable legal fees arising from or relating to: Customer Content, products, services, websites, policies, transactions, or end-user relationships; Customer's or its users' use of the Service or Output; an allegation that Customer Content or instructions violate rights; Customer's breach of the Agreement or law; inadequate disclosure, consent, human oversight, or source maintenance; a commercial commitment made by Customer or displayed through Customer's deployment; or use in a prohibited or high-risk context.

HostDesk will defend Customer against a third-party claim that Customer's authorized use of the unmodified paid Service directly infringes a Canadian or United States patent, copyright, or trade secret, and will pay finally awarded damages or a settlement approved by HostDesk. This does not cover Output, Customer Content, instructions, combinations, modifications, continued use after notice, or use contrary to the Agreement. HostDesk may procure continued use, modify or replace the affected feature, or terminate it with a prorated refund. This paragraph states Customer's exclusive remedy for such claims.

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow the indemnifying party to control the defence and settlement. No settlement may admit fault or impose a non-monetary duty on the indemnified party without its written consent, not to be unreasonably withheld.

19. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOSTDESK AND ITS AFFILIATES, PERSONNEL, LICENSORS, SUBPROCESSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR LOST PROFITS, REVENUE, SALES, BUSINESS, SAVINGS, DATA, GOODWILL, OR REPUTATION; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; END-USER CLAIMS; OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, AGGRAVATED, OR PUNITIVE DAMAGES, EVEN IF ADVISED THEY WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF HOSTDESK AND THE HOSTDESK PARTIES ARISING OUT OF OR RELATING TO THE AGREEMENT, SERVICE, OR OUTPUT UNDER ALL THEORIES OF LIABILITY WILL NOT EXCEED THE GREATER OF: (A) THE FEES CUSTOMER PAID HOSTDESK FOR THE AFFECTED SERVICE DURING THE THREE MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY; OR (B) CAD $100. MULTIPLE CLAIMS DO NOT INCREASE THIS CAP.

The exclusions and cap do not apply only to liability that applicable law does not permit a party to exclude or limit. The Agreement allocates risk between the parties, and pricing reflects that allocation. Customer may obtain additional protection through its own insurance and operating controls.

20. Term, termination, and data export

The Agreement begins on acceptance and continues while Customer has an account, trial, or subscription. Either party may terminate for an uncured material breach after 15 days' written notice, immediately for an incurable breach, or if the other party becomes insolvent. HostDesk may terminate a free account or discontinued Service on reasonable notice.

On termination, Customer must stop using the Service and pay accrued amounts. Subject to product functionality and legal restrictions, Customer may export available Customer Content during the subscription and for any documented post-termination retrieval period. HostDesk may delete Service Data after that period according to its retention practices.

Sections concerning payment, ownership, confidentiality, disclaimers, indemnities, liability, dispute terms, records, and provisions that by nature should survive will survive termination.

21. Governing law and disputes

The Agreement is governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing a claim, a party must give written notice describing the dispute and requested relief and allow 30 days for good-faith resolution. Subject to any non-waivable law, the parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada. Each party waives trial by jury to the extent such a waiver is legally available. Claims must be brought individually and not as a plaintiff or class member in a purported class, collective, consolidated, or representative proceeding, to the extent permitted by law.

Either party may seek urgent injunctive relief for misuse of intellectual property, confidential information, data, credentials, or security without completing the informal-resolution period.

22. General terms

• Neither party is liable for delay caused by events beyond its reasonable control, except Customer's payment obligations.
• Customer may not assign the Agreement without HostDesk's written consent. HostDesk may assign it to an affiliate or in connection with a merger, financing, reorganization, or sale of the relevant business or assets.
• The parties are independent contractors. No agency, fiduciary, employment, partnership, franchise, or joint-venture relationship is created.
• If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. Failure to enforce a provision is not a waiver.
• Customer will comply with applicable export controls, sanctions, anti-bribery laws, and trade restrictions and represents that it is not a prohibited party.
• The Agreement is the entire agreement about the Service and supersedes prior proposals and statements. Customer purchase-order terms do not apply. A signed order or addendum controls over these Terms only where it expressly identifies the conflicting provision.
• The controlling language is English. Headings are for convenience only. The words including and includes are without limitation.

23. Changes to these Terms

HostDesk may update the Agreement. Material changes will be notified through the Service or the account email before taking effect. When a change materially affects risk allocation or Customer duties, HostDesk may require a new versioned clickwrap acceptance before further use. Changes do not retroactively alter a dispute that arose before their effective date unless law requires it.

24. Notices and contact

Legal notices to HostDesk must be sent to solutions@hostdesk.ai and Attn: Peter Lester, 1992 Lewis Turner Blvd, Suite 1067 #189, Fort Walton Beach, FL 32547, United States. HostDesk may send notices to Customer's account email, through the Service, or by another reasonable electronic method. Email notices are deemed received on the next business day after sending unless the sender receives a delivery failure.