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.
• 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 (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 through 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. 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 — definition of Recovered Revenue

On the Growth plan, we charge 20% of Recovered Revenue, metered to Stripe at USD $0.20 per USD $1.00 of Recovered Revenue and invoiced by Stripe at the end of each billing period. “Recovered Revenue” means, and only means, the following two events:

6.1 Dunning recovery

A subscription-renewal invoice of one of your customers that is successfully paid after at least one failed payment attempt, where the Services engaged that customer (for example, a payment-recovery or retention message, or the cancellation page) within the preceding 30 days. Recovered Revenue for a dunning recovery is the full amount actually paid on that invoice — for an annual renewal, the full annual amount. New signups and upgrade/downgrade prorations are never counted.

6.2 Save

A customer’s acceptance, through the hosted cancellation page, of a retention offer (discount or pause). Recovered Revenue for a save is the full recurring value of the subscription retained — the sum of the subscription’s recurring line items for one billing interval, which for an annual plan is the full annual amount. A save is counted at most once per subscription per billing period of that subscription.

6.3 What this means in practice — read this

• Recovered Revenue is measured on the subscription’s undiscounted recurring value at the time of the save. It is not reduced by the discount or pause the agent granted to keep the customer. Example: a customer on $100/month accepts a 30% × 3-month discount — Recovered Revenue is $100 and the Performance Fee is $20, even though you will collect $70/month for three months.
• A pause counts as a save when accepted, even though collection is suspended during the pause.
• The fee is charged when the save or recovery occurs. It is not contingent on the customer’s later behavior; if the customer subsequently churns, fees already accrued remain payable.
• 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.
• A customer who simply reverses a cancellation outside the Services is not counted. Only the two events above are ever billed.

6.4 Fee review and disputes

Metered usage is 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, Sections 6.4 (accrued fees), 8–12, and 14–15 survive, and data is handled per the DPA — you may delete your account and workspace from Settings, which 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