Terms of Service

2.Definitions

Capitalized words have these meanings:

“Account”

Your JULY Call workspace, including its settings, phone lines, users and data.

“Account Owner”

The person who created the Account, or the person you name as its owner in the Service or by notice to us.

“Authorized User”

Anyone you or your Account Owner allow to use the Service under your Account, such as your administrators and staff.

“Billing Period”

Each monthly period for which Fees are charged, starting on the date your paid plan starts or on the billing date we set for your Account.

“Contact”

Any person who calls, texts, emails, chats with or is contacted by the Service for you, including your callers, clients, patients, leads, voters, supporters and outreach recipients. Contacts are also called end users.

“Customer”

The business that accepts these Terms (“you”, “your”).

“Customer Content”

The information and instructions you or your Authorized Users give us or the Service, including your business facts, prices, hours, greetings, requests, campaign goals and briefs, contact lists and uploaded files.

“Customer Data”

Customer Content and all other data processed by the Service for your Account, including Contacts’ personal information, call recordings, transcripts, summaries, messages, appointments, consent and opt-out records, and Output.

“Fees”

The amounts payable for the Service, including plan fees, add-on fees, overage, Wallet top-ups, number charges and taxes.

“JULY Call Number”

A telephone number we provide or hold for you on our carrier account, including a number you port to us.

“Order”

The quote for your plan that we give you on your Billing page or in writing (a proposal, order form or email) and that you accept, for example by activating it with a card. It states the Fees for your plan, such as the monthly price, the AI minutes included and the overage rate.

“Output”

Anything the Service generates for your Account, such as spoken replies, texts, emails, summaries, transcripts and bookings.

“Outreach”

Outbound calls, texts and emails the Service sends to Contacts for you (and WhatsApp messages, once your business’s WhatsApp sender is approved), including AI outreach campaigns and automated follow-ups.

“Privacy Laws”

The privacy and data-protection laws that apply to the Service or your use of it, including the Personal Information Protection and Electronic Documents Act (PIPEDA), British Columbia’s and Alberta’s Personal Information Protection Acts, Quebec’s Act respecting the protection of personal information in the private sector, and the laws of any other place where your Contacts are.

“Service”

JULY Call: our website, apps, phone lines, messaging, AI features, demos and everything else we provide under the JULY Call name.

“Service Data”

Data about the operation and use of the Service, such as usage, call counts and durations, performance and latency figures, logs, device and browser information and error reports, but not the content of Customer Data.

“Subprocessor”

A third party we use to process Customer Data, as listed on our Subprocessors page.

“Third-Party Services”

Products, services, networks and platforms we do not control, such as Twilio, Anthropic, Google, Meta, Helcim, JULY Send, Brevo and telephone carriers.

“Wallet”

The prepaid balance in your Account that pays for extra phone numbers and for campaign research.

3.Eligibility and accounts

Businesses only

The Service is for businesses and other organizations, including sole proprietors, professional practices, non-profits and lawful political and campaign offices. It is not sold to consumers for personal, family or household use. By accepting these Terms you confirm that you will use the Service only for business purposes.

Accurate information

You must give us accurate, complete and current information when you sign up and keep it up to date, including your legal business name, the mailing address that appears in your emails and that your outreach calls give, and the Account Owner’s email address and phone number.

Authorized Users

You decide who may use your Account and with which role. You are responsible for everything done under your Account, by your Authorized Users or by anyone using their logins, and for making sure they follow the Agreement. Remove access promptly when someone leaves or no longer needs it.

Logins and security

Keep passwords and Google sign-ins secure and do not share logins. Tell us at once at support@july.ca if you suspect unauthorized access. We are not responsible for loss caused by use of your logins, except to the extent it results from our breach of the Agreement.

Instructions we may rely on

We may rely on instructions given through your Account or by your Account Owner or administrators, including setup and change requests, add-on, porting and Hosted SMS requests, and on requests sent from the Account Owner’s email address or phone number on file. You are bound by those instructions.

4.The Service

JULY Call is an AI receptionist and outreach service for small businesses. Depending on your plan and add-ons, it includes:

• AI receptionist. Answers your calls 24 hours a day in your business’s name with an AI voice, answers questions from the facts you provide, takes messages, books appointments, texts confirmations and “what to bring” checklists, and follows up missed calls by text.
• Scheduling. Books into your staff’s availability, and into Google Calendar with Google Meet links when that add-on is live.
• Industry editions. Pre-trained receptionists and knowledge for Legal (including notaries), Medical, Real estate, Trades, Retail and hospitality, Political and campaign offices, and Other. Each industry keeps its own knowledge.
• Languages. The receptionist speaks seven languages: English, Korean, Mandarin, Hindi, Spanish, French and Japanese. Your plan includes one default language; each additional language is an add-on.
• Setup by request. You describe your business and any changes in your own words; our setup AI and team apply them, and we tell you by email (and by text, where we can text you) when they are live. Our concierge line may call you when your setup is ready and take adjustments by phone; a change asked for by phone is applied only after you approve it from the link we email you.
• AI outreach. Goal-driven calls, texts and emails to your own Contacts (and WhatsApp messages, once your business’s WhatsApp sender is approved), following up in new words until the person says yes, no or stop, the deadline passes or the attempts run out.
• Dashboard. Contacts, calls (who, how long, what they cost), appointments, requests, outreach monitoring and exports.
• Phones. Keep your number by forwarding it to a JULY Call Number, show your own number on call-backs through verified caller ID, and ask us to port numbers or set up Hosted SMS.
• Other channels. A chat widget for your website and an email agent, if you use them.

Going live

Before you rely on the Service, check what the receptionist knows, place test calls and review its answers. Tell us promptly about anything that is wrong. We may decline a setup or change request that would breach the law or the Agreement, or that the Service cannot reasonably do.

What the Service is not

We provide software. We do not provide professional, legal or compliance advice, and we are not your telemarketer, agent or employee, except to the limited extent needed to carry out your instructions through the Service. Features vary by industry, plan and region, and examples on our website are illustrations, not promises.

5.Free trial

• A new workspace gets a 7-day free trial. No card is needed to start.
• We may limit what a trial includes (for example minutes, numbers, outreach, languages and add-ons) and may change or end trials at any time. One trial per business.
• We email the Account Owner two days before the trial ends and on the day it ends, with a link to request a quote.
• After the trial, the Service continues only on a paid plan. If you do not start one, we may suspend your Account (see Suspension) and later close it; your data is then handled as described in Term and termination.
• A trial is provided “as is”, with no warranty, support commitment or liability on our part, to the extent the law allows. The rest of the Agreement, including your responsibilities for consent and lawful use, applies during the trial.

6.Plans, fees and payment

Quoted plans

Plans are quoted. Your Order states your plan (Starter, Growth or Multi-location), your monthly price, the AI minutes included in each Billing Period, the phone numbers included, the overage rate per minute and any other Fees that apply.

What each plan includes

• Starter: one included JULY Call Number.
• Growth: up to three included JULY Call Numbers, custom intake questions (set up through setup requests) and priority handling of your requests (see Availability and support).
• Multi-location: several workspaces billed together on one quote, an onboarding call with our team, and volume minute pricing stated in your Order.

Add-ons

Add-ons are charged at the price shown in the Service when you request them. Current prices: an extra phone language is $50 per month for each language beyond your default language, and the Google Calendar and Google Meet connection is $150 per month. An add-on starts when we approve it and confirm it is live; it is first billed at your next renewal and then monthly with your plan, and we do not prorate it. You may remove an add-on at any time: it stays on until the end of the Billing Period you paid for, and we do not refund it. We may remove an add-on at once if it is used in breach of the Agreement.

Minutes and overage

The minutes counted are the minutes the AI spends on a call: each call the Service answers or places for your Account, including outreach calls, counts toward your included minutes for the time the AI is on the line, rounded up to the next whole minute per call. When your line rings you first, the ringing and any call you answer yourself do not count; a call the AI transfers to a person keeps counting until it ends. Minutes beyond your included minutes are overage, billed at your quoted rate with your next renewal. Unused included minutes do not carry over. Our usage records are final unless they contain a clear error.

The Wallet and extra numbers

Each phone number beyond the ones your plan includes costs $5 per month, paid from your prepaid Wallet on each number’s monthly anniversary. Campaign research, when an administrator asks for it on an outreach campaign ($5 a run, shown before it runs), is paid from the Wallet the same way; a complimentary plan pays nothing for it. Only an administrator can top up the Wallet; each top-up is taxed and receipted like any other charge. We email you when your balance falls under $10. If the balance cannot pay a number’s monthly fee, we email you and give you 7 days to top up; after that we release that number. We never release a number your plan includes this way. Wallet credit has no cash value, earns no interest, cannot be transferred and is non-refundable, except where the law requires otherwise. Any unused balance is forfeited when your Account closes unless we agree otherwise in writing.

Currency and taxes

Fees are in Canadian dollars and exclude taxes. We charge the sales taxes of your billing province that we are registered to collect: GST or HST, and Quebec sales tax (QST), British Columbia or Saskatchewan provincial sales tax, or Manitoba retail sales tax where we hold that registration. Customers billed outside Canada are not charged Canadian sales tax. Each invoice shows the taxes charged and our registration numbers, or says that no tax was charged. You also pay any other taxes and any telecommunications fees or charges that apply to your use. If the law requires you to withhold tax from a payment, you will increase the payment so that we receive the full amount.

Invoices and receipts

Every charge has a numbered invoice that shows your billing details, what was charged and the taxes. We email a receipt for every successful payment, and your Billing page keeps your invoices, which you can print or save.

Payment and automatic renewal

You pay by card through our payment processor, Helcim. Card numbers are entered in Helcim’s secure form and never touch our servers. Your plan renews automatically at the start of each Billing Period at the then-current Fees until it is cancelled. You authorize us and Helcim to charge your card on file, without further approval, for each renewal and for add-ons, overage, taxes and any other Fees due. Keep your card details current.

Late or failed payments

If a payment fails, we may retry it and will tell you. If it remains unpaid after we notify you, we may suspend the Service and then cancel your plan and close your Account. An unpaid renewal stays an open invoice: if you reactivate your Account, we collect it first. Overdue amounts bear interest at 1.5% per month (19.56% per year), or the highest rate the law allows if lower, from the due date until paid. You will pay our reasonable costs of collecting overdue amounts, including legal fees.

Price changes

We may change Fees, including plan, add-on, overage and number prices, by giving you at least 30 days’ notice by email or in the Service. The change takes effect at your first renewal after the notice period. If you do not agree, cancel before it takes effect; continuing to use the Service after that means you accept it. A price that your Order fixes for a stated term does not change during that term.

Billing disputes

If you think a charge is wrong, email support@july.ca with the details within 60 days of the charge; after that, the charge is final. You must still pay any part you do not dispute. Please contact us before asking your card issuer for a chargeback. We may suspend the Service while a chargeback is open, and if it is resolved in our favour you will pay our related costs.

No refunds

Fees are non-refundable except as these Terms state or the law requires. We do not give refunds or credits for partial Billing Periods, unused minutes, unused add-ons or numbers, downgrades, or periods of suspension caused by you.

7.Cancelling your plan

You may cancel at any time in the Service or by emailing support@july.ca from the Account Owner’s email address. Cancellation takes effect at the end of the current paid Billing Period. The Service keeps running until then, and we do not refund the rest of that period. The overage minutes of that last period are charged once, when it ends.

Before your cancellation takes effect, turn off call forwarding at your carrier, ask us to port out any JULY Call Number you want to keep, and export the data you need. We are not responsible for calls forwarded to a JULY Call Number after the Service ends, or for numbers released after your Account closes.

8.Phone numbers, forwarding and carriers

JULY Call Numbers

JULY Call Numbers are held on our carrier account with Twilio. While your Account is in good standing you may use them; you do not own them. Your plan includes the JULY Call Numbers your Order states (one, unless it says otherwise), and extra numbers are paid from your Wallet as described in Plans, fees and payment. We may change or reassign a number if a carrier, regulator or law requires it, and you will give us any business information, address or identity documents that carriers or regulators require for your numbers.

Porting out

On request, we will port a JULY Call Number out to the carrier you choose if your Account is in good standing and all Fees are paid, subject to carrier rules and timelines. You pay any carrier charges. Make the request before your Account closes; after that we may release the number and cannot promise it will still be available.

Porting in and Hosted SMS

Porting a number to us and Hosted SMS are done on request by our team, not self-serve. You authorize us and our carrier to act for you in submitting the request and any letter of authorization, and you confirm that you are the authorized user of the number. Carriers set the timelines. You are responsible for the accuracy of the information you give, for your current carrier’s charges and contract terms, and for any interruption of service during the process. A number ported to us becomes a JULY Call Number while you use the Service.

Call forwarding

If you keep your number at your own carrier and forward it to a JULY Call Number, you are responsible for setting up and maintaining the forwarding, for your carrier’s charges for forwarded calls, and for turning forwarding off when you stop using the Service. We are not responsible for calls that are lost, delayed or misrouted because forwarding fails, is set up incorrectly, is changed by your carrier or stays on after the Service ends.

Verified caller ID

If you verify your own number so that call-backs and outreach calls show it, you confirm that you own or are authorized to use that number, and you authorize us to display it on calls the Service places for you. You must not use it to mislead anyone. We may stop displaying it at any time.

Carrier rules and delivery

Carriers and messaging platforms require business information and registrations for calling and texting, for example US A2P 10DLC registration, toll-free verification or WhatsApp sender approval. You will provide accurate information promptly. Carriers, Twilio and Meta may filter, delay, label or block calls and messages, and we do not guarantee that any call will connect or any message will be delivered.

No emergency calling

JULY Call Numbers and the Service cannot be used to call 9-1-1 or other emergency services and do not give your location to them. Keep a separate phone service for emergencies.

9.The AI and its limits

AI can be wrong

The Service uses artificial intelligence, including Anthropic’s Claude language models and the speech recognition and synthetic voices provided through Twilio, to understand people and respond. AI output is probabilistic and can be wrong. Among other things, the AI may mishear names, numbers, dates or addresses; misunderstand a request or an accent; give an incomplete or incorrect answer; book the wrong time, double-book or fail to book; send a message with an error; treat a real caller as spam; or fail to take a message.

Not advice

Output is not legal, medical, financial, tax, immigration or other professional advice, and using the Service does not create a professional relationship between JULY and you or anyone else. The receptionist is designed to share the facts you provide and to refer questions that need judgment to you.

You review what the AI does

You must regularly review the bookings, messages, summaries and other Output in your dashboard, confirm anything important directly with the person concerned, and correct mistakes. Decisions you and your staff make based on Output are yours.

Not an emergency service

The Service is not a 9-1-1, emergency, crisis, alarm-monitoring or urgent-care service and cannot dispatch help. In every industry, the receptionist is instructed to tell anyone who says they are in danger or describes a medical emergency, before anything else, to hang up and call 9-1-1 and that the line is not an emergency service. You must still not rely on it to recognize or handle emergencies, urgent safety or health matters, or deadlines: it may not recognize one. Where your profession requires it, give your callers another way to reach a person urgently.

Not a licensed professional

The Service does not replace your licensed professionals or your own judgment. You remain responsible for supervising it as your regulator and professional rules require.

Health information

We do not offer a HIPAA business associate agreement (BAA). If you provide health care, you must not use the Service for anything that needs a BAA, or for diagnoses, test results or treatment advice. The receptionist never discusses diagnoses or results. You are responsible for meeting the health-information laws that apply to you.

Sensitive identifiers

The receptionist is instructed never to ask for or accept payment card or bank details, social insurance numbers, health-card numbers or passport numbers by voice, to stop a caller who starts to give one and never to repeat it, and you must not set it up or ask it to do otherwise. If a caller says such information anyway, it may appear in the recording, transcript or summary; handle and delete it as your obligations require.

Honest about being AI

The Service introduces the assistant as your virtual assistant and plays a recording notice on calls. You must not instruct it to claim to be human, remove or weaken those notices (including in a custom greeting), or imitate a real person’s voice or identity.

Languages, voices and models

Accuracy can vary with language, accent, background noise and line quality. The voices are synthetic. We may change AI models, voices or providers at any time, which may change how the Service behaves.

10.Your responsibilities

Your content and instructions

You are responsible for Customer Content. It must be accurate, complete, current and lawful, and you must have the right to give it to us. The receptionist answers and acts from what you provide, so you are responsible for the prices, hours, policies, promises and other statements the Service makes based on it.

You are the sender

Every call, text, WhatsApp message and email the Service sends for your Account is sent in your name, on your instructions and for your business. In law you are the sender and the caller: for example, the person who sends, causes or permits the sending of a message under Canada’s Anti-Spam Legislation, and the telemarketer or client of a telemarketer under the CRTC’s rules. JULY acts only as your technology provider.

Consent and lawful basis

Before the Service contacts anyone for you, you must have, and keep records proving, the consent or other lawful basis the law requires for that person, that channel and that purpose. You must honour every opt-out, including opt-outs you receive outside the Service, which you must record in the Service promptly.

Laws you must follow

You must comply with every law, regulation and industry rule that applies to your business and your use of the Service, including, where they apply:

• Canada’s Anti-Spam Legislation (CASL): consent, identification of the sender, a working unsubscribe mechanism, and giving effect to unsubscribe requests within 10 business days;
• the CRTC’s Unsolicited Telecommunications Rules, including calling hours, identification at the start of each call, the rules for automatic dialing-announcing devices (including the express consent they require for solicitation calls), internal do-not-call lists, and the ban on calling emergency lines and health-care facilities;
• the National Do Not Call List rules, including registration with the list operator and subscription where required;
• the Canada Elections Act, including the Voter Contact Registry, and provincial, territorial and municipal election laws;
• the Competition Act, including its rules on deceptive marketing and telemarketing;
• Privacy Laws, including PIPEDA, British Columbia’s and Alberta’s Personal Information Protection Acts, Quebec’s private-sector privacy law as amended by Law 25, and health-information laws;
• laws on recording calls and giving notice of recording wherever your callers and Contacts are, including laws in some US states (for example California, Florida, Illinois, Maryland, Massachusetts, Pennsylvania and Washington) that require the consent of everyone on a call;
• if you contact people in the United States: the Telephone Consumer Protection Act (TCPA) and the FCC’s rules (the FCC treats AI-generated voices as artificial voices, so calls that use them generally need the called person’s prior express consent, and prior express written consent for telemarketing), the Telemarketing Sales Rule and the National Do Not Call Registry, state telemarketing and messaging laws, and the CAN-SPAM Act;
• the laws of any other country where your Contacts are;
• the rules of your regulator and profession, such as a law society, a society of notaries, a health college, a real-estate regulator or an elections authority;
• language laws, including Quebec’s Charter of the French language where it applies to your communications; and
• the policies of the platforms the Service uses for you, including Meta’s WhatsApp Business policies, Twilio’s acceptable-use and messaging policies and carrier codes of conduct.

Notices to your callers and Contacts

The Service plays a standard recording notice (in the language your line greets callers in) and introduces itself as a virtual assistant. You are responsible for every other notice, consent and disclosure that your laws, regulator or industry require. That includes telling your callers and Contacts, in your privacy policy, that you use an AI service provider that records and transcribes calls and processes information in the United States, and giving notices in French or another language where the law requires it.

Contact lists

You may upload or enrol only Contacts whose information you collected lawfully and may use for the purpose. You must not use purchased, rented, scraped or harvested lists for Outreach.

Cooperation

If a carrier, regulator, court or law-enforcement body asks about calls or messages sent for your Account, you will cooperate and give us, within the time we reasonably ask, the consent records and other information needed to respond. We may share information about your use of the Service with them as the law allows.

Usage on your lines

You are responsible for all usage on your Account and lines, including calls from spam callers, wrong numbers and robocalls, and usage caused by your forwarding settings or configuration.

11.Acceptable use

You must follow our Acceptable Use Policy and Messaging and Outreach Policy. We may investigate suspected breaches and, without liability to you, remove content, block numbers, pause or stop campaigns, calls and messages, and suspend or close Accounts as those policies and these Terms allow.

12.AI outreach

Your campaigns

You choose each campaign’s goal, brief, tone, channels, number of attempts, time between attempts, deadline and Contacts. The AI writes each message from your brief, the goal and the conversation so far; the brief is its only source of facts about what you offer. Review each campaign before you launch it and monitor it while it runs.

Compliance acknowledgement

A campaign runs only after your administrator confirms the consent basis for its Contacts, gives your business’s mailing address and, for a political campaign that places calls, gives its CRTC Voter Contact Registry registration or confirms that the calls fall outside an election period. A campaign that places calls needs express consent, or political outreach, unless your administrator confirms that its calls do not sell or promote anything (reminders or service messages to existing clients); we do not launch it otherwise. You confirm that each acknowledgement is true for every Contact enrolled in the campaign, and we rely on it. Contacts you pick by hand are enrolled on the strength of your acknowledgement, except on a campaign based on express consent, which enrols only Contacts whose consent is on record.

Built-in safeguards

The Service:

• enrols, when you choose Contacts by filter, only those with marketing consent recorded, and never enrols anyone who has opted out;
• adds “Reply STOP to opt out” to outreach texts and to the automated texts your line sends (such as confirmations, reminders and texts after a missed call), and an unsubscribe link to emails;
• opens every outreach call with your business’s name, its mailing address, the purpose of the call and the number it calls from;
• ends a person’s outreach and revokes their consent for your business on every channel when they say stop on any channel;
• places outreach calls only on weekdays from 9:00 a.m. to 9:30 p.m. and on weekends from 10:00 a.m. to 6:00 p.m., and sends outreach texts only on weekdays from 9:00 a.m. to 8:00 p.m. and on weekends from 10:00 a.m. to 6:00 p.m., in each Contact’s local time as the area code of their phone number shows (the time zone set for your Account when it does not); and
• uses WhatsApp only once your business’s WhatsApp sender is approved: it starts a WhatsApp conversation only with a Meta-approved message template, writes freely only within 24 hours of the person’s last message, and never uses WhatsApp for a political or campaign Account.

These safeguards help, but they do not make a campaign lawful. You remain responsible for compliance, including for Contacts whose phone number does not show where they are or who are in places with stricter rules, and for checking numbers against do-not-call lists: the Service does not check the National Do Not Call List or the US National Do Not Call Registry.

Our right to stop Outreach

We may refuse to launch, slow down, pause or stop any campaign, call or message, without liability, if we believe it may breach the law, the Agreement or a carrier or platform rule, or may harm anyone, our carrier relationships or our reputation.

13.Customer Data

You own your data

As between you and us, you own Customer Data.

Our licence to process it

You grant us and our Subprocessors a worldwide, non-exclusive, royalty-free licence, for as long as we process Customer Data, to host, store, copy, transmit, display, analyze and otherwise process it to provide, maintain, secure and support the Service for you, to prevent fraud and abuse, to comply with the law, and as the DPA describes.

Personal information

For Contacts’ personal information, you decide why and how it is processed, and we process it on your behalf as your service provider under the DPA. You confirm that you have given every notice and obtained every consent needed for us to collect, record, transcribe, store and process Customer Data as the Agreement and our Privacy Policy describe, including storage in Canada and processing in the United States (and, for email our fallback provider sends, the European Union), and that our processing on your instructions will not breach any law or anyone’s rights.

Where data is stored and processed

Customer Data is stored in Canada. Calls, texts and email are processed in the United States, and some of our providers keep their own copies there for a limited time (our AI provider for up to 30 days, our telephony provider until your retention period ends), as our Privacy Policy and Subprocessors list set out. Information processed outside Canada may be accessed by the courts, law-enforcement and national-security authorities of those countries under their laws.

Retention, export and deletion

We keep and delete Customer Data as the Retention section of our Privacy Policy describes. Call recordings are kept for 90 days unless you ask us for another period between 7 days and 2 years (a political or campaign Account starts at 400 days, because the Canada Elections Act requires election-call recordings and scripts to be kept for one year after the election period). JULY Call is not your records-management system: you are responsible for choosing a period that meets your own record-keeping obligations and for keeping copies of anything you must keep longer. An administrator can export all of your Account’s data from the dashboard at any time.

Legal requests

We may disclose Customer Data if the law, a court order or a government authority requires it. Where the law allows, we will try to tell you first so that you can respond.

14.Service Data and aggregated data

We collect and use Service Data to provide, bill for, secure, support and improve the Service. We may also create aggregated or de-identified data from Customer Data and Service Data. We own that data and may use it for any lawful purpose, including improving the Service, developing features, measuring performance and publishing statistics, as long as it does not identify you, your Contacts or any individual. We do not sell Customer Data.

15.Feedback

If you send us ideas, suggestions or other feedback, we may use them for any purpose, without paying or crediting you and without any duty of confidentiality.

16.Confidentiality

“Confidential Information” means non-public information that one party (the discloser) gives the other (the recipient) and that is marked confidential or that a reasonable person would understand to be confidential, including your Customer Data and our pricing, quotes, non-public features, prompts and security information. It does not include information that is or becomes public through no fault of the recipient, that the recipient already knew or developed independently, or that it lawfully received from someone else without a duty of confidence.

The recipient will use Confidential Information only to perform the Agreement or exercise its rights under it, protect it with at least reasonable care, and share it only with its personnel, affiliates, Subprocessors and advisers who need it and are bound by similar duties. The recipient may disclose it where the law requires, after giving the discloser notice where the law allows. These duties last while the Agreement is in force and for three years after it ends, and for trade secrets and Customer Data for as long as they remain confidential.

17.Intellectual property

Ours

The Service and everything in it that we provide, including software, industry presets and knowledge, prompts, playbooks, voice configurations, workflows, designs and documentation, and the JULY, JULY Call, JULY Work and JULY AI names and logos, belong to JULY or its licensors. We grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes while the Agreement is in force. We reserve all rights we do not expressly grant.

Yours

You keep your rights in your business name, trademarks and Customer Content. You allow us to use your name and marks in the Service and in the calls and messages it sends for you. Output generated for your Account is Customer Data, except for our templates, wording patterns and know-how, which remain ours; similar Output may be generated for others.

Customer references

We may name you as a JULY Call customer, including with your logo, on our websites and in our materials, unless you tell us by email not to.

Restrictions

You must not copy, modify, resell or reverse-engineer the Service, extract its prompts or source code, or use it to build a competing product. The Acceptable Use Policy gives more detail.

18.Third-party services

The Service depends on Third-Party Services, including Twilio (telephony, texts, WhatsApp and live speech, with Deepgram and ElevenLabs as Twilio’s providers), Anthropic (AI language processing), Google (sign-in, Google Calendar and Google Meet), Meta (WhatsApp through Twilio, and Facebook and Instagram lead ads if you connect them), Helcim (card payments), JULY Send (email, with Brevo as the fallback), SignWell (electronic signatures, if you use them) and the hosting providers on our Subprocessors list.

• When you use a feature that relies on a Third-Party Service, you must comply with that provider’s terms and policies that apply to you, for example Meta’s WhatsApp Business terms and Business Messaging Policy, Google’s terms for connected Google accounts, Twilio’s Acceptable Use Policy and messaging policies, and Anthropic’s Usage Policy.
• If you connect an account you hold with a provider (your Google account for Google Calendar, or your Facebook page for lead ads), you authorize us to access and use it to provide the Service. Your relationship with that provider, its fees and its settings are your responsibility.
• We are not responsible for Third-Party Services, including their availability, security, changes, outages, acts or omissions. If a provider changes its service or terms, stops providing it, or makes it unreasonable or unlawful for us to continue, we may change or stop the related feature.

19.Changes to the Service

We improve the Service continually and may add, change or remove features. If we remove a core feature you pay for (answering calls, booking or texting), we will give you reasonable notice, 30 days where practical, and if the change materially reduces the Service you may cancel. Features marked beta, preview, demo or coming soon are provided “as is”, may be changed or withdrawn at any time and are not covered by any commitment. Your purchase does not depend on any future feature.

20.Availability and support

We work to keep the Service available but do not promise any uptime or service level unless an Order says so. The Service depends on telephone carriers, AI providers, hosting providers and the internet, and calls and messages may drop, be delayed or fail. If the AI is unavailable, calls may fall back to a simpler mode (for example, recording a voicemail or asking scripted questions) or may not be answered. We may carry out planned and emergency maintenance. Support is by email at support@july.ca and through our contact form; we reply as soon as we reasonably can. On plans that include priority handling (Growth and Multi-location), your setup and change requests are handled before others, with a target of the same business day; that is a target, not a guarantee. We do not guarantee response times unless an Order says so.

21.Suspension

We may suspend all or part of the Service, or any number, campaign or user, immediately and without liability, if we reasonably believe that:

• there is a threat to the security or integrity of the Service or of any data;
• you or your Authorized Users are breaching the Acceptable Use Policy or the Messaging and Outreach Policy, or calls or messages are being sent without a lawful basis;
• Fees are overdue after we have notified you;
• a carrier, platform, regulator, court or law-enforcement body requires it or has complained; or
• continuing would expose JULY, our providers, your Contacts or anyone else to legal risk or harm.

While your Account is suspended, your lines answer callers with one short message that the line is not available right now, without the AI and without recording; texts to your lines get no automatic reply; and outreach, follow-ups and broadcasts pause. We will try to tell you before, or promptly after, a suspension and to restore the Service once the cause is resolved. Fees continue during a suspension caused by you.

22.Term and termination

Term

The Agreement starts when you accept these Terms and continues month to month until it is cancelled or terminated.

Ending for convenience

You may cancel as described in Cancelling your plan. We may end the Agreement for any reason by giving you at least 30 days’ notice; it then ends at the end of the Billing Period in which the notice period expires.

Ending for cause

Either party may terminate the Agreement by notice if the other materially breaches it and does not fix the breach within 15 days after notice. We may also terminate immediately by notice if you breach the Acceptable Use Policy or the Messaging and Outreach Policy, use the Service unlawfully, fail to pay after notice or become insolvent or bankrupt, or if a carrier, platform or regulator requires it.

What happens at the end

• Your right to use the Service ends and all unpaid Fees become due at once, including the overage minutes of the last period. We do not refund Fees.
• Turn off any forwarding to JULY Call Numbers. Numbers you have not ported out may be released.
• You may export your data before your Account closes, and for 30 days after it closes you may ask us at support@july.ca for a copy of your Customer Data.
• When your Account closes, we email the Account Owner the date its data will be deleted and how to export it first; until that date we can reopen the Account at your request. Your plan ends at the end of the period already paid for, and any running outreach stops.
• We then delete Customer Data as the Retention section of our Privacy Policy describes: within 60 days after the Account closes (a political or campaign Account: once its election-call recordings have been kept for their 400-day period), its call recordings, transcripts, summaries, call logs, messages, contacts, appointments, outreach, consent and opt-out records, settings and its users’ logins; billing records after 7 years; backups as they roll off; and anything the law requires us to keep, when that duty ends.

Survival

Terms that by their nature should continue after the Agreement ends do continue, including those on Fees owed, Customer Data, Service Data, confidentiality, intellectual property, disclaimers, limitation of liability, indemnity, governing law and disputes, and the general terms.

23.Disclaimer of warranties

To the fullest extent the law allows, the Service, Output, demos and trials are provided “as is” and “as available”. JULY, its affiliates and its providers give no warranties, representations or conditions of any kind, whether express, implied, statutory or arising from a course of dealing, including any of merchantable quality, fitness for a particular purpose, title, non-infringement, accuracy or quiet enjoyment. We do not warrant that the Service or any Output will be accurate, complete, uninterrupted, secure or error-free; that any call will be answered or connected or any message delivered; that the Service will bring you any booking, lead, sale or other result; or that your use of it will meet your legal or regulatory obligations.

24.Limitation of liability

To the fullest extent the law allows:

No indirect damages

JULY, its affiliates and their directors, officers, employees, agents, licensors and providers (the “JULY Parties”) are not liable for any indirect, incidental, consequential, special, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, opportunity or anticipated savings, or any loss or corruption of data, however caused, even if they were told such damages were possible.

Specific exclusions

Without limiting the paragraph above, the JULY Parties are not liable for any loss arising from:

• calls that are missed, dropped, unanswered, misrouted or not recorded, or voicemails or messages that are lost;
• appointments that are missed, wrong, double-booked or not booked;
• leads, clients, sales or opportunities that are lost;
• anything the AI says, writes or does based on your Customer Content, your instructions or your campaign settings, and any message sent on your instructions;
• fines, penalties, administrative monetary penalties, damages, settlements or other amounts arising from your campaigns, your Customer Content, your Contacts, or a missing or invalid consent, notice or registration;
• outages, errors, acts or omissions of carriers, Third-Party Services, AI providers or the internet;
• call forwarding, porting or caller ID settings, or numbers released after your Account closes; or
• unauthorized access to your Account through your logins or devices.

Cap

The JULY Parties’ total liability for all claims arising out of or relating to the Agreement or the Service, taken together, will not exceed the Fees you actually paid us for the Service in the 12 months immediately before the event that gave rise to the first claim. If you paid no Fees in that period (for example, during a free trial), their total liability is CAD $100.

How these limits apply

These exclusions and limits apply to every kind of claim, whether in contract, tort (including negligence), strict liability, under statute or otherwise, and even if a remedy fails of its essential purpose. They are an essential part of the bargain and are reflected in our prices. They do not limit your obligation to pay Fees or your indemnity obligations. They do not exclude or limit any liability that cannot lawfully be excluded or limited; such liability is limited to the smallest extent the law allows.

Time limit for claims

To the extent the law allows, any claim against the JULY Parties must be started within one year after the claimant knew, or ought to have known, of it.

25.Indemnity

You will defend, indemnify and hold harmless the JULY Parties from and against every claim, demand, investigation, proceeding, fine, penalty, administrative monetary penalty, loss, damage, liability, settlement, cost and expense (including reasonable legal fees) arising out of or relating to:

• your Customer Content and Customer Data, including any claim that it infringes someone’s rights or was collected or used unlawfully;
• your Contacts, contact lists and campaigns, and any call, text, WhatsApp message or email sent for your Account;
• any missing, invalid or unprovable consent, notice, registration, do-not-call check or opt-out, including under CASL, the CRTC’s rules, the National Do Not Call List rules, the Voter Contact Registry, Privacy Laws, recording laws, the TCPA or any similar law;
• any complaint, investigation or enforcement action by a regulator, carrier or platform about your use of the Service;
• your breach of the Agreement, the Acceptable Use Policy, the Messaging and Outreach Policy or the law;
• your products, services, advice and dealings with your Contacts, including anything your staff decide based on Output; and
• the acts and omissions of your Authorized Users and of anyone using your Account or your verified caller ID.

We will tell you promptly of a claim we want you to defend (a delay reduces your obligation only to the extent it actually harms you) and will cooperate reasonably, at your cost. You will control the defence with counsel reasonably acceptable to us, but you may not settle a claim in a way that admits fault by, or imposes an obligation on, any JULY Party without our written consent. We may take part with our own counsel at our own cost, and may take over the defence if you do not defend promptly.

JULY does not indemnify you under the Agreement, including for third-party claims about the Service, unless an Order signed by us expressly says so.

26.Events beyond our control

Neither party is liable for a delay or failure to perform (other than paying Fees) caused by events beyond its reasonable control, including outages or failures of telephone carriers, telecommunications networks, the internet, power, cloud hosting or AI providers (including capacity limits and model changes), cyber-attacks that could not reasonably be prevented, changes in law or in carrier or platform rules, acts of government, labour disputes, epidemics, fire, flood, earthquake and other natural disasters.

27.Assignment and subcontracting

You may not assign or transfer the Agreement without our written consent. We may assign or transfer it without your consent to an affiliate or to a successor in a merger, reorganization or sale of all or part of our business or assets, and we may use subcontractors and Subprocessors. The Agreement binds and benefits the parties and their permitted successors.

28.Notices

We may give you notices by email to the Account Owner’s email address, by a message in the Service or by mail to your address on file. An email notice is received on the next business day after it is sent. Keep the Account Owner’s email address current: a notice sent to it counts even if it is not read.

Send notices to us by email to support@july.ca with “Legal notice” in the subject line. Formal legal notices and service of documents must also be delivered to JULY Marketing Inc., 666 Burrard Street, Suite 500, Vancouver, British Columbia, Canada.

29.Governing law and disputes

Governing law

The Agreement is governed by the laws of British Columbia and the federal laws of Canada that apply there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Talk first

Before starting proceedings, a party must give the other written notice of the dispute, and both must try in good faith to resolve it for 30 days. This does not stop either party from seeking urgent injunctive relief, or us from collecting unpaid Fees.

Courts

The courts of British Columbia sitting in Vancouver have exclusive jurisdiction over any dispute arising out of or relating to the Agreement or the Service, and each party submits to them. We may also bring proceedings to collect Fees or protect our intellectual property in any court with jurisdiction.

No class actions

To the extent the law allows, each party may bring claims against the other only in its individual capacity, not as a plaintiff or class member in any class, collective or representative proceeding, and each party waives any right to a jury trial.

30.Changes to these Terms

We may change these Terms and the policies that form part of them. For a material change, we will give at least 30 days’ notice by email to the Account Owner or in the Service before it takes effect, and we ask your Account Owner or an administrator to accept the new version the next time they sign in; changes required by law or for security may take effect sooner, and other changes take effect when we post them. The effective date at the top shows the current version. If you do not agree to a change, cancel before it takes effect; continuing to use the Service after it takes effect means you accept it. A change does not apply to a dispute that arose before it took effect.

31.General

• Entire agreement. The Agreement is the entire agreement between us about the Service and replaces all earlier proposals, discussions and agreements about it. Terms in your purchase orders or other documents do not apply.
• Electronic acceptance. The Agreement may be accepted and signed electronically, including by clicking, and electronic records and signatures have the same effect as originals.
• Severability. If any part is held invalid or unenforceable, it is limited or severed to the minimum extent necessary, and the rest remains in effect.
• No waiver. Not enforcing a right is not a waiver of it.
• Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, employment or fiduciary relationship.
• No third-party beneficiaries. Only the parties may enforce the Agreement, except that the JULY Parties may rely on its disclaimers, limits and indemnity.
• Sanctions and export. You will not use the Service in breach of Canadian, US or other applicable sanctions or export laws, or for the benefit of a sanctioned person.
• Interpretation. “Including” means “including without limitation”. Headings and summaries are for convenience only.
• Language. These Terms and the policies that form part of them are available in English and in French (Conditions d’utilisation). A customer in Quebec is offered the French version first, and every customer may accept either version. The version you accept is the one that binds you; if the other version differs from it, the version you accepted governs to the extent the law allows. If you are in Quebec and choose the English version after the French version was offered to you, the parties confirm their express wish that the Agreement and all related documents, including notices, be drawn up in English. Si vous êtes au Québec et que vous choisissez la version anglaise après que la version française vous a été offerte, les parties confirment leur volonté expresse que la présente convention et tous les documents qui s’y rattachent, y compris les avis, soient rédigés en anglais.

32.Contact

JULY Marketing Inc., 666 Burrard Street, Suite 500, Vancouver, British Columbia, Canada. Email support@july.ca.