1 DEFINITIONS

For purposes of these Terms, the following definitions apply:

• “AI Employee” means the automated conversational agent that conducts lead qualification and schedules appointments on behalf of the Customer.
• “Customer Content” means all data, information, text, and other materials provided by Customer or collected through the Service on Customer’s behalf.
• “End User” means any individual who interacts with the AI Employee on behalf of or through Customer’s account.
• “Lead” means a prospective customer who engages with the AI Employee.
• “Subscription Term” means the period for which Customer has subscribed to the Service as specified in the applicable order form or invoice.

2 SERVICE DESCRIPTION

AI Employee Services

The Service provides an AI-powered employee that:

• Engages with Leads through conversational interfaces (including but not limited to chat, SMS, voice, and email)
• Qualifies Leads based on Customer-defined criteria and business rules
• Schedules appointments by integrating with Customer’s calendar systems
• Collects and organizes lead information for Customer’s review and use

Account Access

Subject to Customer’s compliance with these Terms and payment of applicable fees, Company grants Customer a non-exclusive, non-transferable, revocable license to access and use the Service during the Subscription Term solely for Customer’s internal business purposes.

Service Modifications

Company reserves the right to modify, update, or discontinue any aspect of the Service at any time, with or without notice to Customer. Company shall not be liable to Customer or any third party for any modification, suspension, or discontinuance of the Service.

3 CUSTOMER OBLIGATIONS

Account Security

Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under Customer’s account. Customer agrees to immediately notify Company of any unauthorized use of Customer’s account or any other breach of security.

Compliance with Laws

Customer represents and warrants that its use of the Service complies with all applicable laws, regulations, and industry standards, including but not limited to:

• The Telephone Consumer Protection Act (TCPA) and related regulations
• The Telemarketing Sales Rule (TSR) and Do-Not-Call regulations
• Data protection and privacy laws, including GDPR, CCPA, and other applicable data protection regulations
• CAN-SPAM Act and other anti-spam legislation

Consent and Permissions

Customer represents and warrants that:

• Customer has obtained all necessary consents from Leads to be contacted through the Service’s communication channels
• Customer maintains proper documentation of consent and will provide certified copies to Company promptly upon request
• Customer will not use the Service to contact individuals on any applicable Do-Not-Call lists or who have opted out of communications

Acceptable Use

Customer agrees not to:

• Use the Service for any unlawful, fraudulent, or malicious purpose
• Attempt to reverse engineer, decompile, or disassemble any aspect of the Service
• Interfere with or disrupt the integrity or performance of the Service
• Access the Service for competitive analysis or to build a competing product or service
• Transmit any viruses, malware, or other harmful code through the Service

4 PRICING AND PAYMENT

Subscription Fees

Customer agrees to pay all fees as specified in the applicable pricing plan or order form. Fees may include:

• Monthly or annual subscription fees for access to the Service
• Usage-based charges for conversations, appointments scheduled, or other metrics
• Setup, implementation, or professional services fees as agreed

Payment Terms

All fees are payable in advance unless otherwise specified. Payments are due upon receipt of invoice. Customer authorizes Company to charge the payment method on file for all applicable fees.

Price Changes

Company reserves the right to modify pricing at any time. Price changes will be effective at the start of the next Subscription Term. Company will provide Customer with at least 30 days’ notice of any price increases.

Late Payments

Late payments are subject to interest charges of 1.5% per month (or the maximum rate permitted by law, whichever is lower). Company may suspend access to the Service if payment is more than 15 days overdue.

Taxes

All fees are exclusive of applicable taxes, duties, or similar governmental assessments. Customer is responsible for all such taxes and will pay Company the amount of such taxes in addition to the fees.

5 INTELLECTUAL PROPERTY

Company IP

Company retains all right, title, and interest in and to the Service, including all related intellectual property rights. Customer obtains no ownership rights to the Service under these Terms. All rights not expressly granted are reserved by Company.

Customer Content

Customer retains all right, title, and interest in and to Customer Content. Customer grants Company a worldwide, non-exclusive, royalty-free license to use, reproduce, process, and display Customer Content solely to provide the Service and improve its functionality.

Aggregated Data

Company may anonymize and aggregate Customer Content to create statistical and analytical data (“Aggregated Data”). Company retains all rights to Aggregated Data and may use it to improve the Service, develop new products, and for other business purposes, provided such use does not identify Customer or any individual Lead.

Feedback

Customer grants Company a perpetual, irrevocable, worldwide, royalty-free license to use any suggestions, enhancement requests, recommendations, or other feedback provided by Customer relating to the Service.

6 DATA PRIVACY AND SECURITY

Privacy Policy

Company’s collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

Data Security

Company implements reasonable security measures to protect Customer Content from unauthorized access, disclosure, alteration, or destruction. However, no method of transmission over the internet or electronic storage is completely secure, and Company cannot guarantee absolute security.

Data Processing

To the extent Company processes personal data on Customer’s behalf, Company agrees to comply with applicable data protection laws and to process such data only in accordance with Customer’s documented instructions and these Terms.

7 CONFIDENTIALITY

Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use such information only for purposes of exercising its rights and performing its obligations under these Terms. “Confidential Information” means all non-public information disclosed by one party to the other, including business plans, technical data, customer information, and the terms of these Terms.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms, (b) was rightfully known prior to disclosure, (c) is independently developed without use of Confidential Information, or (d) is rightfully obtained from a third party without confidentiality obligations.

8 REPRESENTATIONS AND WARRANTIES

Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms, (b) these Terms constitute a valid and binding obligation enforceable against it, and (c) its execution and performance of these Terms will not violate any applicable law or agreement.

Customer Warranties

Customer represents and warrants that: (a) Customer Content does not infringe any third-party intellectual property rights, (b) Customer has obtained all necessary consents for use of the Service, and (c) Customer’s use of the Service complies with all applicable laws and regulations.

9 LIMITATION OF LIABILITY

Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap

COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO COMPANY IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10 INDEMNIFICATION

Customer agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer’s use of the Service, (b) Customer Content, (c) Customer’s violation of these Terms, or (d) Customer’s violation of any applicable law or third-party rights.

Company will notify Customer promptly of any such claim and will cooperate with Customer in the defense. Customer will have sole control over the defense and settlement, provided that no settlement may admit liability on behalf of Company without Company’s prior written consent.

11 TERM AND TERMINATION

Term

These Terms commence on the date Customer first accesses the Service and continue for the Subscription Term. Unless either party provides notice of non-renewal at least 30 days before the end of the current Subscription Term, the agreement will automatically renew for successive periods of equal length.

Termination for Convenience

Either party may terminate these Terms upon 30 days’ written notice to the other party. Customer remains obligated to pay all fees through the end of the then-current Subscription Term.

Termination for Cause

Either party may terminate these Terms immediately if the other party: (a) materially breaches these Terms and fails to cure within 15 days of written notice, or (b) becomes insolvent, files for bankruptcy, or ceases business operations.

Effect of Termination

Upon termination: (a) Customer’s access to the Service will cease immediately, (b) all outstanding fees become immediately due and payable, and (c) each party will return or destroy the other party’s Confidential Information. Customer may request export of Customer Content within 30 days of termination, after which Company may delete such data.

Survival

Sections 4 (Pricing and Payment), 5 (Intellectual Property), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), and 12 (General Provisions) will survive termination of these Terms.

12 GENERAL PROVISIONS

Amendments

Company may modify these Terms at any time by providing notice to Customer via email or through the Service. Modifications will be effective 30 days after notice. Customer’s continued use of the Service after the effective date constitutes acceptance of the modified Terms.

Governing Law

These Terms are governed by the laws of [Your State/Country], without regard to conflict of law principles. Any disputes arising from these Terms shall be resolved exclusively in the courts located in [Your Jurisdiction].

Dispute Resolution

Any dispute arising from these Terms will first be addressed through good faith negotiations. If the parties cannot resolve the dispute within 30 days, either party may pursue formal legal action.

Assignment

Customer may not assign or transfer these Terms without Company’s prior written consent. Company may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to reflect the parties’ intent as closely as possible.

Waiver

No waiver of any term of these Terms will be deemed a continuing waiver of such term or any other term. Company’s failure to enforce any right or provision will not constitute a waiver of such right or provision.

Entire Agreement

These Terms, together with the Privacy Policy and any applicable order forms, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements and understandings.

Notices

All notices under these Terms must be in writing and delivered via email to the addresses provided by each party. Notices are deemed delivered when sent via email.

Force Majeure

Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet service failures.

Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship between the parties.