Terms of Service

1. Acceptance

These Terms of Service ("Terms") govern access to and use of the sllat service and website provided by Omniblack Inc. ("Omniblack," "we," "us"). By creating an account, accessing the dashboard, or using the service, you and the organization you represent ("you," "Customer") agree to these Terms. If you do not agree, do not use the service.

2. Definitions

• "Service" means the sllat lead-response application, dashboard, and related features.
• "Customer" means the dealership that pilots or subscribes to the Service.
• "Authorized Users" means Customer's staff permitted to access the Service.
• "Customer Data" means data Customer provides or that is processed through the Service on Customer's behalf, including end-customer lead and conversation data.
• "End-customer" means a shopper who contacts the Customer.

3. The Service

sllat connects to a dealership's email intake, references the dealership's inventory, drafts replies to shopper inquiries using an AI model, and helps schedule appointments. Sending behaviour is controlled by the Customer through shadow, approval, and autonomous modes. We may update, improve, or modify features over time.

4. Eligibility

The Service is offered for business use by automotive dealerships and their staff. By using it, you represent that you are at least the age of majority in your province or territory and are authorized to act for the Customer. The Service is not offered for personal, family, or household purposes.

5. Accounts and responsibilities

Customer is responsible for its accounts and Authorized Users, for keeping credentials secure, for enabling and maintaining multi-factor authentication where offered, and for all activity under its accounts. Customer must promptly notify us of any unauthorized use, and is responsible for the accuracy of inventory and other information it makes available to the Service.

6. Acceptable use

You agree not to:

• use the Service unlawfully, or to send messages that violate CASL or other applicable law;
• upload malware or attempt to breach security or access controls;
• reverse engineer, copy, or resell the Service except as permitted by law or by us in writing;
• use the Service to harass, defraud, or deceive; or
• process personal information through the Service without a lawful basis.

We may suspend access for conduct that threatens the Service, other users, or end-customers.

7. Customer Data and ownership

As between the parties, Customer owns Customer Data. Customer grants Omniblack a limited, non-exclusive licence to host, process, and transmit Customer Data solely to provide and support the Service and as instructed by Customer. We process end-customer personal information as a service provider on Customer's behalf, consistent with our Privacy Policy. We may use aggregated or de-identified data that does not identify any individual or Customer to operate and improve the Service.

8. AI output

The Service uses an AI model to generate draft replies. AI output may be inaccurate, incomplete, or unsuitable, and may not reflect current inventory, pricing, or policy. Customer is responsible for reviewing and approving outbound messages and for the content of messages sent from its account. We do not warrant the accuracy of AI output or any particular business outcome, lead conversion, or response quality.

9. Fees

Pilot or trial access may be provided at no charge. Paid plans are billed as set out in a separate order or agreement between the parties. Unless otherwise agreed, fees are exclusive of applicable taxes. Non-payment may result in suspension or termination.

10. Third-party services

The Service relies on third-party providers (including those listed in our Privacy Policy) and on the Customer's own email, calendar, and messaging providers. We are not responsible for third-party services, their availability, or their terms, and your use of them may be subject to their own agreements.

11. Disclaimers

The Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law. We do not warrant that the Service will be uninterrupted, error-free, or secure.

12. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill. Our total aggregate liability arising out of or relating to the Service will not exceed the greater of the fees paid by Customer for the Service in the three months before the event giving rise to the claim, or one hundred Canadian dollars (CAD $100). Nothing in these Terms limits liability that cannot be limited under applicable law.

13. Indemnification

Customer will defend and indemnify Omniblack against third-party claims arising from Customer Data, Customer's use of the Service in breach of these Terms or applicable law (including CASL and privacy law), or messages sent from Customer's account, except to the extent caused by Omniblack's own breach of these Terms.

14. Term and termination

These Terms apply while you use the Service. Either party may terminate a pilot or unpaid account at any time. We may suspend or terminate access for breach of these Terms or to protect the Service. On termination, Customer's right to use the Service ends; we will delete or return Customer Data in accordance with our Privacy Policy and any applicable agreement, subject to legal retention requirements.

15. Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The courts located in Ontario have exclusive jurisdiction, and the parties submit to that jurisdiction.

16. Changes

We may update these Terms. When changes are material, we will update the "last updated" date above and, where appropriate, notify Customer. Continued use after an update constitutes acceptance.

17. Contact

Questions about these Terms can be sent to info@omniblack.ca, or by mail to Omniblack Inc., Ottawa, Ontario, Canada.