GCS Terms of Service

These Terms of Service are the master subscription agreement between Grizzly Asset Holdings Inc., doing business as Grizzly Client Services ('GCS', 'we', 'us'), and the business identified during setup (the 'Client'). They govern access to and use of the GCS platform, the Revenue Desk, and every related service, workspace, report, and integration GCS provides.

By submitting a build or setup request, creating an account, activating a workspace, authorizing a subscription, or using the services, the person acting for the Client confirms that they have read these Terms and agree to them on the Client's behalf. Acceptance is captured against the specific published version of each required document — with a timestamp and content fingerprint — in the GCS legal acceptance ledger, and re-acceptance is requested when a required document changes.

Capitalized terms used across the GCS legal documents have the meanings below.

• GCS — Grizzly Asset Holdings Inc., doing business as Grizzly Client Services, the provider of the services.
• Revenue Desk — the GCS workspace that captures customer requests, organizes revenue-at-risk work, and prepares follow-up actions for owner review.
• Client — the business that subscribes to the services. Client Data — information about the Client's own business, users, configuration, and billing.
• Customer Data — information about the Client's customers and prospects handled inside the workspace, such as intake records, quotes, contact details, and follow-up history.
• Prepared Actions — messages, scripts, summaries, quotes, follow-ups, and other work product GCS prepares for review. Owner Approval — the explicit decision by an authorized Client user to approve a Prepared Action.
• Call Files — records created from configured call handling, which may include caller details, recordings, transcripts, and summaries.
• Recovery Queue — the queue of revenue-at-risk items (missed requests, stale quotes, unpaid work) organized for follow-up; capture channels populate it once the related providers are connected.
• Sales Engine — GCS workflows that organize prospect research, outreach preparation, and quote follow-through.
• Provider Integrations — third-party services (such as Stripe, Postmark, Vapi, Telnyx, or Foursquare) that specific features depend on. AI Services — GCS features that use artificial intelligence or rules-based automation to prepare, score, summarize, or route work.
• Website Intake — the onboarding step in which GCS scans public pages of the website the Client submits in order to prepare the Client's business profile.
• Subscription Plan — the monthly plan selected by the Client: Foundation, Growth, or Operator.

The services are built for businesses and business operators. They are not directed to individuals acting for personal, family, or household purposes. If a mandatory consumer protection rule nevertheless applies to a particular Client — for example a sole proprietor treated as a consumer under provincial law — nothing in these Terms removes rights that the applicable law does not allow to be waived.

The person who creates the account, submits the build request, or accepts these documents must be authorized to bind the Client. The Client is responsible for keeping its account information accurate, for deciding who receives workspace access, and for removing users who should no longer have it. GCS may require email activation, strong passwords, and two-step verification before granting or continuing access.

When the Client submits its website address, the Client authorizes GCS to scan public pages of that website to prepare the Client's business profile, service list, and setup recommendation. The scan is limited to publicly reachable pages of the submitted domain. It does not access login, admin, checkout, or other private areas, and it is not an authorization to scan any third-party website.

Extracted information can be incomplete or wrong. The Client reviews and confirms the extracted profile before activation, and GCS keeps the source page addresses as evidence of what was scanned. The full description is in the Website Intake and Public Site Scan Disclosure.

Depending on plan and configuration, the services include the Revenue Desk, Website Intake, request capture, Call Files, the Recovery Queue, Prepared Actions, quote follow-up, Lead Finder and Pain Signal Radar research, email automation with Owner Approval, payment tracking, AI receptionist and sales workflows, dashboards, revenue leakage reports, and Provider Integrations.

Features that depend on a Provider Integration remain inactive until that provider is configured and verified for the Client's account. A capability the Client's plan includes but which is not yet provisioned for the account is a provisioning state, not a change to what the plan includes. Workspace status pages show the honest state of each channel; GCS does not represent a channel as live before it is.

Which of those the Client receives is set by its Subscription Plan:

• Foundation — $1,000 per month: the client portal, website-first intake and request capture, Call Files, Lead Finder prospect research capped at 50 new leads per month, prepared email replies handled under the account's autonomy policy, the Recovery Queue, Prepared Actions and the Revenue Desk work queue, quote follow-up tracking and prepared follow-ups for owner review, and a weekly revenue leakage summary and core dashboards.
• Growth — $1,500 per month: everything in Foundation, plus uncapped Lead Finder research, the Pain-Signal Radar, the inbound AI receptionist — call answering and missed-call recovery — once the voice providers are configured for the account, the daily Recovery Queue, ranked leads ordered by fit score, a running revenue-at-risk figure across open inquiries, pending follow-ups and unclosed quotes, prepared replies, and the Owner Approval queue.
• Operator — $2,500 per month: everything in Growth, plus the outbound Sales Closer — prepared cold calls to strong Lead Finder fits — once the voice providers are configured for the account, Sales Research and Campaign plans, the full inbound voice desk, Advanced Call Files, provider activation support, priority onboarding attention, and a monthly revenue leakage review.

GCS offers three monthly Subscription Plans: Foundation at $1,000 per month, Growth at $1,500 per month, and Operator at $2,500 per month, unless a signed order or written quote states different pricing.

What each plan includes is set out under The services above, and again in the Subscription Service Terms. Both describe the same plan table, because both are generated from it.

Standard onboarding is included and there is no standard setup fee. Advanced integrations, custom migrations, multi-location setups, and other non-standard work are quoted separately in writing before any charge is made. Prices are in Canadian dollars unless stated otherwise and exclude applicable taxes (such as GST/HST), which are added where required by law.

Subscriptions bill monthly in advance through Stripe or another approved payment processor and renew automatically each month until cancelled under the Cancellation and Refund Policy. GCS stores subscription identifiers and payment status but never full card numbers or card security codes.

If a payment fails, GCS may retry billing, request updated payment details, mark the account past due, and suspend or limit the workspace until the balance is settled. Chargebacks and payment disputes are handled through the payment processor; abusive chargebacks may lead to suspension.

The Client may cancel at any time by written request to the GCS support email or through the billing portal where available. Cancellation takes effect at the end of the current monthly billing period: the subscription is not renewed after that and no further charges are made. There are no cancellation penalties and no hidden fees. Amounts already billed for the current period are handled under the Cancellation and Refund Policy, which preserves any refund rights the law does not allow to be waived.

GCS identifies, organizes, and prepares revenue opportunities, but GCS does not guarantee revenue, recovered revenue, closed deals, customer responses, lead volume, lead quality, conversion rates, search rankings, reviews, or any specific business outcome.

Estimates such as revenue-at-risk values, lead scores, and priorities are informational signals based on Client inputs and deterministic or AI-assisted rules. They are not promises, and the Client must verify them before relying on them. This honesty standard also reflects the Competition Act's prohibition on false or misleading representations: GCS does not make, and the Client must not ask GCS to prepare, performance claims that lack a proper basis.

Outputs of the AI Services — including prepared replies, call summaries, scripts, scores, and recommendations — are generated recommendations and Prepared Actions, not final decisions. They can be incomplete, out of date, or wrong for a specific customer.

Customer-facing actions run under the Client's configured autonomy policy. Each capability operates in one of three states: automatic (routine actions execute without per-item approval, always inside the policy's compliance rules, consent and suppression checks, frequency limits, and provider readiness), review required (actions are prepared and held for Owner Approval), or off. Exceptional, ambiguous, high-risk, or out-of-policy actions are held for Owner Approval regardless of state. The Client remains responsible for its policy configuration, for final business decisions, and for the legal compliance of everything sent on its behalf. The Automation and AI Service Disclaimer forms part of these Terms.

Some features require third-party providers — for example Stripe for payments, Postmark for email delivery, Vapi and Telnyx for voice and telephony, and Foursquare for local business data. The Client may need to supply credentials or authorize connections for certain integrations.

Provider terms apply to provider services. GCS is not responsible for third-party provider downtime, policy changes, pricing, or rejected sends, calls, or payments. The Provider Integration Addendum describes each integration, credential handling, and what happens when a provider is disconnected.

The Client agrees to:

• provide accurate business, contact, and setup information and keep it current;
• submit only websites, lists, and data it has the right to provide;
• maintain consent and suppression records for outreach where the law requires them, including under Canada's Anti-Spam Legislation (CASL) and Canadian telemarketing rules;
• comply with the privacy, consumer protection, telemarketing, and industry rules that apply to its own business;
• review Prepared Actions before sending wherever approval is required; and
• use the services only as permitted by the Acceptable Use Policy.

The Acceptable Use Policy is part of these Terms. Among other things, the Client must not use the services for unlawful outreach, spam, do-not-call violations, harassment, discriminatory practices, deceptive or misleading claims, scraping of private areas or third-party systems, regulated professional advice, health, emergency, or life-safety functions without separate written approval, or collection of sensitive personal information that has not been expressly agreed with GCS in writing.

As between the parties, the Client owns Client Data and Customer Data. The Client grants GCS a limited licence to host, process, display, analyze, and use that data as needed to provide and secure the services, support the Client, maintain required records (including audit logs), and comply with law.

GCS processes Customer Data on the Client's documented instructions as described in the Data Processing Addendum. GCS does not sell personal information.

Active accounts keep their data available in the workspace. On archive or termination, workspace access is blocked and data is retained, archived, or deleted according to the Account Lifecycle, Archive, and Data Retention Policy. Billing, tax, legal acceptance, audit, security, and call records may be retained where law or a legitimate business-record requirement calls for it.

The Client may request an export of its data before the account closes and may request deletion subject to those retention limits. Encrypted backups and audit logs are maintained for security and recoverability and cycle out on their own schedule.

Each party may receive non-public information from the other — business, pricing, customer, workflow, security, or operational information. The receiving party uses that information only for the service relationship, protects it with at least reasonable care, and discloses it only to people who need it and are bound by comparable duties, or where disclosure is required by law.

GCS applies commercially reasonable administrative, technical, and organizational safeguards: account scoping, role-based access, session controls, password hashing, optional or required two-step verification, audit logging, and provider security controls, as described in the Security Policy. No system is perfectly secure, and GCS does not promise absolute security. The Client is responsible for its own devices, credentials, and user-access decisions.

GCS may suspend or limit the services for non-payment, security risk, suspected unlawful use, material breach of these Terms or the Acceptable Use Policy, or where continuing would create unreasonable legal or provider risk, giving notice where practical. Either party may terminate for a material breach that is not cured within a reasonable period after written notice.

Sections that by their nature survive termination — including those covering data, confidentiality, disclaimers, limitation of liability, and indemnity — survive.

Except as expressly stated in these Terms or a signed order, the services are provided as described without other warranties, and GCS disclaims implied warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement to the extent permitted by applicable law. Where a warranty or condition cannot be excluded under applicable law, it applies to the minimum extent required.

To the extent permitted by applicable law: (a) neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost data; and (b) GCS's total aggregate liability arising out of or related to the services is capped at the fees the Client paid to GCS in the twelve months before the event giving rise to the claim.

These limits do not apply where the law prohibits limiting the relevant liability — including liability that cannot be excluded under mandatory consumer protection law, or liability for fraud or wilful misconduct.

The Client will defend and indemnify GCS against third-party claims, regulatory penalties, and related reasonable costs arising from: unlawful content or instructions supplied by the Client; outreach lists without a lawful basis; consent, identification, or unsubscribe failures in communications the Client approved; misuse of the services; compromise of provider credentials the Client controls; or inaccurate information the Client provided. GCS will notify the Client of a claim promptly and allow the Client to control the defence, with GCS entitled to participate at its own cost.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules. The parties attorn to the exclusive jurisdiction of the courts of Ontario for disputes arising from these Terms, except that either party may seek urgent injunctive relief in any court of competent jurisdiction.

If the mandatory law of the Client's home province grants rights or a forum that cannot be waived, those rights and that forum are preserved.

GCS may update these Terms and the related policies. Every document is versioned, with its version, effective date, and content fingerprint recorded in the GCS legal registry and shown on the published page. Material changes are notified through the workspace or by email, and where a required document changes, the system flags the account for re-acceptance. Continued use after notice of non-material changes constitutes acceptance.

Legal notices to GCS should be sent to [email protected] with the subject line 'Legal notice'. GCS sends notices to the owner email on file. Grizzly Asset Holdings Inc., doing business as Grizzly Client Services, operates from Ontario, Canada; the corporate mailing address is included in commercial electronic messages where required and is available on request.

Questions about this terms record may be sent to [email protected].