Terms of Service

These Terms of Service (the “Terms”) are an agreement between Lokuna Inc., with its registered office at 2439 rue des Palmipèdes, Montréal, Québec H4R 0J2, Canada (“Lokuna”, “we”, “us”), and the business on whose behalf the Services are accessed (“Operator”, “you”). By creating an account, completing onboarding, connecting a Stripe account, or using the Services, you accept these Terms. If you accept on behalf of a company, you represent that you have authority to bind it.

1. The Services; business use only

Lokuna provides software agents that analyze your billing and customer data (primarily from your connected Stripe account) to detect churn and payment risk, and that autonomously take retention actions: sending emails and SMS messages to your customers, operating a hosted cancellation and retention page, proposing and applying retention offers (discounts and billing pauses) in your Stripe account, drafting replies to inbound customer messages, and reporting on the results (collectively, the “Services”). The Services are offered exclusively to businesses for business purposes. They are not offered to consumers, and consumer-protection regimes applicable to consumer contracts do not apply to this agreement to the fullest extent permitted by law.

2. Your authorization of the agent (mandate)

You appoint Lokuna as your service provider and mandatary for retention operations, and you expressly authorize it, acting on the standing instructions embodied in your configuration (approval mode, sending caps, offer guardrails, discount ceilings, quiet hours, pause switch), to do the following without further case-by-case approval:

• read customer, subscription, invoice, and payment data from your connected Stripe account;
• compose (including with artificial-intelligence systems) and send emails and SMS messages to your customers, in your name and from sender identities you configure;
• create and apply coupons/discounts and billing pauses to your customers’ subscriptions in your Stripe account, and schedule end-of-period cancellations requested by your customers through the hosted cancellation page;
• operate the hosted cancellation and retention page under your brand;
• draft replies to inbound customer messages for your review and approval.

Default autonomy. Unless you select a review mode (“guard high value” or “approve all”) in the agent settings, the agent operates in autopilot and messages are sent, and offers applied, without human review. You are responsible for choosing the level of oversight appropriate to your business. You may pause the agent at any time from the dashboard, and pausing stops new outbound actions.

Offers are yours to honor. Discounts, pauses, and cancellation outcomes applied by the agent within your configured guardrails are binding commitments between you and your customer. You agree to honor them and not to reverse them in a manner that harms your customer.

3. Your responsibilities and warranties

• Lawful basis for messaging. You are the sender of, and the person on whose behalf are sent, all messages the Services deliver to your customers. You warrant that you have the consent or other lawful basis required by applicable law (including Canada’s Anti-Spam Legislation, the U.S. TCPA and CAN-SPAM Act, and the GDPR/ePrivacy rules) to have each recipient contacted by email and, where enabled, by SMS, and that you will maintain records of that basis.
• Your data. You warrant that you are entitled to provide the personal information of your customers to Lokuna for processing as described in the Data Processing Addendum and Privacy Policy, and that your own privacy notices disclose your use of service providers such as Lokuna, including automated processing used to personalize retention offers.
• Accurate configuration. Sender identities, brand information, offer guardrails, and business-profile facts you provide must be accurate. The agent grounds its messages in the data you connect and the facts you configure; you are responsible for their accuracy.
• Third-party services. Your use of Stripe and of any email/SMS provider you connect (e.g., Resend, SendGrid, Amazon SES, Postmark, Gmail, Outlook, Twilio, Vonage, MessageBird, Plivo) is governed by your own agreements with those providers, including carrier messaging rules for SMS.
• Connected mailbox. If you connect a Gmail, Google Workspace, or Microsoft 365 mailbox, you authorize Lokuna to send the agent’s emails from it and to read new inbox messages from customers Lokuna has emailed for you, so the agent can handle their replies. Lokuna never changes or deletes mail in the mailbox. You can disconnect at any time in Setup. How we handle this data is described in Section 7 of the Privacy Policy.
• Acceptable use. You will not use the Services to send unlawful, deceptive, or harassing content, to message purchased or scraped lists, or to interfere with the Services’ operation or security.

4. Artificial intelligence — nature and limits

Message copy, retention-page copy, reply drafts, and account-health narratives are generated by large language models. Offer selection, discount amounts, and send/no-send decisions are made by deterministic rules within your guardrails — not by the model. You acknowledge that:

• AI-generated content is probabilistic and, despite grounding and brand-safety filters, may contain errors, awkward phrasing, or statements you would not have chosen;
• churn-risk scores and predictions are estimates, not facts, and no particular retention outcome, save rate, or revenue recovery is promised or guaranteed;
• review modes, caps, guardrails, and the pause control exist so you can supervise the agent, and electing autopilot means accepting sends without prior review;
• Lokuna discloses its AI usage as described in the AI Disclosure, and you must not configure or use the Services to misrepresent material facts to your customers.

5. Plans and subscription billing

• Starter — free; read-only churn analysis; agents disabled.
• Performance — flat fee of USD $99/month, or USD $950/year when billed annually; no revenue share.
• Growth — no base subscription fee; a Performance Fee of 20% of Recovered Revenue: 20% of the next invoice a saved customer pays (Section 6).

Subscriptions and Performance Fees are billed through Stripe. Paid subscriptions renew automatically each billing period until cancelled. You may cancel or switch plans at any time from Setup → Billing in the app or the billing portal; cancellation takes effect at the end of the current billing period, without proration or refund of amounts already paid, except where a refund is required by applicable law or granted at our discretion. Metered Performance Fees accrued before cancellation remain payable. Switching from Performance to Growth takes effect at the end of the paid Performance period. Switching from Growth to Performance takes effect immediately: Performance Fees metered up to the switch are invoiced at that time and the first Performance period starts that day. Switching between monthly and annual Performance billing takes effect immediately, with unused time on the previous price credited against the new one. We may change prices or introduce new plans with at least 30 days’ notice, effective at your next renewal. Fees are exclusive of applicable taxes, which you are responsible for.

6. The Performance Fee — what we bill for, and how much

On the Growth plan, the Performance Fee is 20% of Recovered Revenue, metered to Stripe at USD $0.20 per USD $1.00 and invoiced by Stripe at the end of each of your billing periods. Recovered Revenue arises only from a Save. A Save is, and only is, one of the four events in Section 6.1, and each one must meet all three conditions in Section 6.2.

6.1 The four kinds of Save

• (a) Failed payment recovered. One of your customers’ subscription renewal invoices fails, and it is later paid after the customer either adds a new payment method after Lokuna’s payment message, or pays within 24 hours of using the payment link in that message. A payment that succeeds on an automatic retry of the same card, without the customer acting through Lokuna, is not a Save.
• (b) Kept on the cancel page. A customer who opens Lokuna’s hosted cancellation page accepts a retention offer there (a discount or a pause).
• (c) Scheduled cancellation reversed. A customer’s subscription is set to cancel at the end of its period; Lokuna messages the customer about it; the customer engages with Lokuna (replies to Lokuna, or confirms an action on a Lokuna page, such as “Keep my subscription”); and the cancellation is then removed before it takes effect.
• (d) Canceled customer came back. A customer whose subscription ended receives a Lokuna win-back message, engages with it (replies, or uses a link in it), and starts a new subscription within 30 days of that engagement.

6.2 Conditions every Save must meet

• Real risk. The customer was in a state Stripe records: a failed payment, a scheduled cancellation, a visit to the cancellation page, or an ended subscription. A change in Lokuna’s own health score is never enough.
• Real contact. Lokuna actually delivered the message (for (a), (c) and (d)). Customers held back in the measurement control group, messages waiting for your approval, and messages that were never sent do not count.
• Real action through Lokuna. The customer acted as described in 6.1. Clicks recorded within two minutes of delivery are treated as automated mail scanners, not people.

6.3 How much, and when

• Each Save is billed once, on the next invoice that customer actually pays after the Save. Recovered Revenue is the amount paid on that invoice. If it is a monthly invoice, that is one month; if it is an annual invoice, that is one year. For (a), the invoice is the recovered invoice itself. For (d), it is the first paid invoice of the new subscription.
• Because it is the amount actually paid, any discount the agent granted is already reflected. Example: a $100/month customer accepts 30% off for 3 months; their next invoice is $70, so the fee is $14. After a pause, the fee is charged on the first paid invoice once collection resumes.
• If the customer never pays another invoice (for example, they cancel during a pause), or no paid invoice arrives within 400 days, no fee is charged for that Save.
• Invoices for $0, proration invoices from plan changes, new customers’ first subscriptions (other than (d)), and customers who return on their own are never counted.
• Amounts in currencies other than USD are converted at current European Central Bank reference rates and rounded to the nearest whole US dollar for metering.
• On the Performance (flat) plan, Saves are recorded and reported but never billed.
• Every Save is recorded with its evidence (the message, the customer’s action, and the Stripe event) and is visible in your dashboard.

6.4 Fee review and disputes

Metered usage and the evidence behind each Save are visible in your dashboard and Stripe invoice. If you believe an event was misattributed, notify us at info@lokuna.com within 30 days of the invoice date; we will review the event log in good faith and credit any error. Invoices not disputed within 30 days are deemed accepted, absent fraud or manifest error.

7. Data protection

Our Privacy Policy describes our practices. With respect to personal information of your customers, we act on your behalf under the Data Processing Addendum, which is incorporated into these Terms.

8. Intellectual property; your data; feedback

We retain all rights in the Services. You retain all rights in your data. You grant us a limited licence to host and process your data solely to provide, secure, and improve the Services, and to produce aggregated or de-identified statistics that do not identify you or any individual. Message copy generated for you may be used by you freely in connection with your business. If you give us feedback, we may use it without obligation.

9. Confidentiality

Each party will protect the other’s non-public information with at least reasonable care and use it only to perform under these Terms. This does not restrict disclosures required by law, provided reasonable notice is given where lawful.

10. Disclaimer of warranties

The Services are provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all warranties and conditions, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that churn will be detected, revenue recovered, customers retained, or that AI-generated content will be error-free. No advice or information obtained from the Services constitutes a warranty not expressly stated here.

11. Limitation of liability

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, goodwill, or data; and (b) each party’s total aggregate liability arising out of or related to these Terms is limited to the greater of (i) the amounts you paid to Lokuna in the 12 months preceding the event giving rise to liability and (ii) CAD $100. These limits do not apply to your payment obligations, your indemnity obligations, either party’s gross negligence or intentional fault, or liability that cannot be limited under applicable law.

12. Indemnity

You will defend and indemnify Lokuna against third-party claims (including regulatory proceedings) arising from: (a) messages sent to your customers at your direction or under your configuration, including claims under anti-spam, telemarketing, or privacy laws based on an absent or insufficient lawful basis to contact a recipient; (b) your customer data and your instructions to us concerning it; (c) offers, pricing, and commitments made to your customers; and (d) your breach of Section 3. We will promptly notify you of any claim and reasonably cooperate at your expense.

13. Suspension and termination

Either party may terminate at any time as described in Section 5 (cancellation) or for material breach not cured within 15 days of notice. We may suspend the Services immediately where reasonably necessary to address a security risk, unlawful use, deliverability or carrier-compliance risk (for example, spam complaints), or non-payment. Upon termination, Performance Fees already metered remain payable (Saves still pending at termination are not billed), Sections 6.3–6.4, 8–12, and 14–15 survive, and data is handled per the DPA — you may delete your account and workspace from Setup, which first cancels your Lokuna subscription immediately (Performance Fees metered up to then are invoiced; amounts already paid are not refunded) and then permanently deletes your data, including the message archive.

14. Changes to these Terms

We may update these Terms by posting the revised version at this page with an updated date and, for material changes, notifying you by email or in-app at least 30 days before they take effect. Continued use after the effective date constitutes acceptance. If you do not agree, cancel before the effective date.

15. Governing law; disputes; general

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The courts sitting in the judicial district of Montréal, Quebec have exclusive jurisdiction, and each party attorns to them. The parties have requested that these Terms and all related documents be drawn up in English; les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais. If any provision is unenforceable, the remainder stays in effect. These Terms, the Privacy Policy, the DPA, the Cookie Policy, and the AI Disclosure are the entire agreement and supersede prior discussions. You may not assign this agreement without our consent, except to a successor in a merger or asset sale; we may assign it to an affiliate or successor. Neither party is liable for delay caused by events beyond its reasonable control.

Contact

Lokuna Inc. · 2439 rue des Palmipèdes, Montréal, Québec H4R 0J2, Canada · info@lokuna.com