Acceptance of Terms

‍This Agreement outlines the terms and conditions under which VoxityAI Corp offers its platform services, including a customer portal for managing business calls, features, account portals, and technical support (collectively referred to as the "Services"). The Subscriber, by accessing or using these Services, signifies acceptance of this Agreement and any subsequent modifications made to it. VoxityAI Corp reserves the right to update or change these terms at its discretion, and such changes will be effective upon posting on the VoxityAI Corp website. Continued use of the Services after such postings will constitute acceptance of these revised terms.

Use of Site and Content

‍The Subscriber is granted a limited, non-transferable license to access and use the content on VoxityAI Corp’s website (the “Site”). This includes viewing and interacting with the Site's content for lawful purposes in accordance with this Agreement. Subscribers are prohibited from copying, reproducing, republishing, uploading, posting, transmitting, distributing, or creating derivative works from the Site's content without VoxityAI Corp's prior written consent. This provision also extends to respecting all copyright, trademark, and other proprietary notices on the Site. In cases where software or other materials are available for download from the Site with their own license terms, those specific terms will govern their use.

Subscriber Data License‍

The Subscriber grants VoxityAI Corp a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sublicensable license to use, copy, perform, reproduce, display, distribute, and create derivative works from any data provided by the Subscriber or made available in connection with their use of the Services. This license is for the limited purpose of enabling VoxityAI Corp to provide, improve, promote, and protect the Services and to develop new ones. This includes conducting research, usage analysis, and other internal business functions consistent with VoxityAI Corp's obligations under this Agreement.

Service Customization

Should the Subscriber  request any tailored functionalities or modifications that deviate from the originally agreed-upon scope, such requests will be subjected to a distinct evaluation. This encompasses separate determinations for pricing, timelines, and feasibility. The Subscriber  acknowledges that such customized requests may necessitate adjustments to the original agreement and accepts the potential for variations in costs and delivery schedules.

Payment‍

The Subscriber  agrees to the payment terms defined in the proposal for access to services provided by the Provider  during each billing cycle.

Service Access‍

Access to the AI agent will be provided to the Subscriber  after successful processing of their payment, which acts as a commitment for initiating the generation of the AI agent. A prerequisite for commencing work on the AI agent includes the Subscriber 's provision of valid payment details and the successful processing of an initial payment. Failure to meet these payment requirements will result in withholding access to the AI service. This approach ensures commitment from the Subscriber  and facilitates a resource-allocated development process for the customized AI agent.

Billing and Collection‍

Payments will be billed automatically at the end of each monthly billing cycle. The charges will be collected by Stripe directly from the Subscriber's registered payment method. An itemized invoice detailing the total call minutes and associated charges will be sent to the Subscriber  for their records.

Product Status

Alpha Phase

‍The Subscriber  acknowledges and understands that the product provided by Provider  is currently in its "Alpha" phase. This implies the following:

1. Potential Issues: As an alpha product, it may contain bugs, errors, or other issues that could cause system failures or other unintended consequences. While Provider  will make every effort to address and rectify such issues promptly, the Subscriber  should be prepared for possible disruptions.

2. Incomplete Features: The product may not contain the full feature set planned for the final version, and certain functionalities may be in a rudimentary form or may be absent entirely.

3. Updates & Changes: The product is likely to undergo significant updates and changes as feedback is collected and integrated. Some of these updates might require the Subscriber  to adapt or change their current processes.

4. Feedback: The Subscriber 's feedback will be invaluable during this phase. Provider  appreciates proactive communication regarding any issues or suggestions for improvement.

5. No Warranty: The alpha version of the product is provided "as is" without any warranty of any kind, either expressed or implied. Provider  disclaims all warranties, including, but not limited to, fitness for a particular purpose and non-infringement.

6. Liability Limitation: The Subscriber  agrees that Provider  will not be liable for any damages arising out of the use of, or inability to use, the alpha product, including, but not limited to, data loss or system downtime.‍

7. Continuation: Provider might also decide to transition the product directly into a subsequent beta phase or full release based on feedback and performance during the alpha stage.

By choosing to use the product during its alpha phase, the Subscriber  acknowledges these potential risks and limitations and agrees to the terms outlined above.

Data Ownership and Use‍

The Subscriber retains ownership of any data they provide to VoxityAI Corp. By using the Services, the Subscriber grants VoxityAI Corp a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sublicensable license to use, copy, perform, reproduce, display, distribute, and create derivative works from this data. This usage is solely for the purpose of enhancing the Subscriber's experience and improving the Services provided by VoxityAI Corp. VoxityAI Corp commits to not sharing this data with other customers and ensures that its use is exclusive to service enhancement. Any handling of personal data will comply with applicable privacy laws and the privacy policy of VoxityAI Corp.

Call Recordings‍

Calls may be recorded for quality assurance and compliance purposes. The Subscriber  has the choice to opt out of recording specific calls or all calls from their customers. 

Use of Customer Branding

VoxityAI Corp reserves the right to use the branding elements, including but not limited to logos and trademarks, of its customers on its website and in its marketing materials for the purpose of promoting its Services. By using the Services, the Subscriber grants VoxityAI Corp a non-exclusive, royalty-free, worldwide license to use their branding elements for these purposes. This license is revocable at any time by the Subscriber upon written notice to VoxityAI Corp.

Termination

‍Termination Rights‍

Provider reserves the right to terminate this Agreement under the following conditions:

Conclusion of Alpha Phase

‍The alpha phase of the product may be concluded at Provider 's discretion. Should this occur, Provider  will provide a written notice to the Subscriber , and the product may be unavailable until the next development phase or official release.

System Cancellations

‍Either party may initiate termination of the system with a written notice effective at the end of the current billing cycle. No further services will be rendered beyond this point unless a new agreement is formed.

Subscriber ’s Right to Termine

‍Subscriber  has the right to terminate this contract at any time by emailing the support contact explaining the desire to terminate. Service will be canceled in accordance with the terms of this Agreement.

Unacceptable Conduct‍

Immediate termination is warranted if the Subscriber , or any of its representatives, engages in conduct that is threatening, harassing, abusive, or uses derogatory language towards any Provider  team members. Such behavior will be considered a material breach of this Agreement.

Final Charges

‍Upon termination, there will be no prorated refunds for any unused portion of the services. The Subscriber  shall incur the final charge, encompassing all services provided during the current billing cycle. In the event of a cancellation of services by the Subscriber  before the end of a billing cycle, the base fee remains due for that cycle and will not be prorated or refunded. Additional charges for usage will be calculated up to the time of cancellation and will be due in accordance with the terms of this Agreement.

Immediate Effectiveness for Cause

‍Termination for unacceptable conduct will be effective immediately and without the requirement of prior notice. Provider  shall retain the right to any legal remedies for breach of contract.

Maintenance and Updates

• Routine Maintenance: Periodic maintenance activities will be undertaken from time to time to ensure optimal system performance. Some functionalities may be temporarily unavailable during these periods, and we appreciate the Subscriber 's understanding and patience.‍

• Major Updates: Significant system updates or changes will be communicated to the Subscriber at least 7 days in advance, ensuring ample time for preparation and any required adjustments on the Subscriber 's end.

Confidentiality

‍Each party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) certain confidential information. The Receiving Party agrees to maintain the confidentiality of this information and to use it only for purposes necessary to fulfill its obligations under this Agreement. This includes not disclosing the information to third parties without the Disclosing Party’s prior written consent, except as may be required by law or to the Receiving Party’s employees, contractors, advisors, or affiliates who need to know such information for the purpose of performing this Agreement and who are bound by similar confidentiality obligations.

Third-Party Interactions and Content‍

The Services may include links to or integrations with third-party applications, websites, and services ("Third-Party Services"), and display third-party content. VoxityAI Corp is not responsible for, and does not endorse, Third-Party Services or content. The Subscriber's use of Third-Party Services and interaction with third-party content is at their own risk and governed by the terms and privacy policies of those third parties. The Subscriber agrees to indemnify VoxityAI Corp against any claims or damages arising from their use of Third-Party Services or content.

Governing Law

‍This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the State of Delaware, USA, excluding its conflict of law principles. This choice of law applies to all matters arising from or relating to the use of the Services provided by VoxityAI Corp, regardless of the geographical location of the Subscriber.

‍Indemnification‍

The Subscriber agrees to indemnify, defend, and hold harmless VoxityAI Corp and its affiliates, officers, agents, employees, and licensors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to the Subscriber's violation of this Agreement, use of the Services, or violation of any rights of a third party. This indemnification obligation will survive the termination or expiration of this Agreement and your use of the Services.

Warranty‍

VoxityAI Corp provides the Services on an "as is" and "as available" basis without any warranties of any kind, either express or implied. This includes but is not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. VoxityAI Corp does not warrant that the Services will be uninterrupted, timely, secure, error-free, or that the data stored or transmitted through the Services will be accurate or reliable. The entire risk arising out of use and performance of the Services rests with the Subscriber. 

Limitations of Liability‍

In no event will VoxityAI Corp, its directors, employees, partners, suppliers, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) the Subscriber's access to or use of or inability to access or use the Services; (ii) any conduct or content of any third party on the Services; (iii) any content obtained from the Services; and (iv) unauthorized access, use, or alteration of the Subscriber's transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not VoxityAI Corp has been informed of the possibility of such damage.

• AI Misinterpretations and Hallucinations: Provider  does not guarantee that the AI will always interpret or respond perfectly in all situations. The Subscriber  acknowledges that AI can occasionally misinterpret data or generate unexpected responses. Provider will not be held responsible for any such misinterpretations or hallucinations.

• Loss of Clients or Business: Provider  shall not be held liable for any loss of clients, business opportunities, or revenues due to the AI's actions, decisions, or any related operational anomalies.

• Unforeseen Anomalies: While Provider  employs state-of-the-art technology and processes to ensure smooth AI operations, the Subscriber  acknowledges that unforeseen technical or AI behavior anomalies may occur. Provider 's liability in such scenarios will be limited to the corrections of the anomalies or providing support for the same, and no further compensation will be warranted.

• Maximum Liability: Notwithstanding any other provision in this Agreement, Provider 's maximum aggregate liability to the Subscriber , whether in contract, tort (including negligence), or otherwise, shall in no circumstances exceed the amount paid by the Subscriber  to Provider  in the last billing cycle preceding the event giving rise to the claim.‍

• Exclusions: This limitation of liability does not apply to any indemnification obligations herein or liability for death or personal injury caused by negligence or for any other liability which cannot be excluded by law.

Compliance With Laws‍

The Subscriber agrees to use the Services in compliance with all applicable local, state, national, and international laws, rules, and regulations, including but not limited to those relating to data privacy, international communications, and the transmission of technical or personal data. This includes compliance with all applicable U.S. export laws and regulations regarding the transmission of technical data exported from the United States or the country in which the Subscriber resides.

Geographic Restrictions‍

The Services provided by VoxityAI Corp are intended solely for access and use by persons located within the United States. The Subscriber agrees not to use or attempt to use the Services from outside this location or for the processing, transmission, or storage of data pertaining to individuals outside the United States, including but not limited to data subjects in the EU, EEA, UK, or Switzerland. Violations of this provision may result in immediate termination of service and potential legal action.

Independent Contractor Relationship‍

The relationship between VoxityAI Corp and the Subscriber is that of independent contractors. Nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, or a joint venture between VoxityAI Corp and the Subscriber. Neither party has the authority to enter into agreements of any kind on behalf of the other party and will not attempt to bind the other party to any contract.

Severability and Survival‍

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect. The provisions of this Agreement which by their nature should survive termination will remain in effect after any termination or expiration of this Agreement.

No Waiver

‍No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Any waivers granted hereunder are effective only if recorded in a writing signed by the party granting such waiver.

Force Majeure‍

Neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation (including "line-noise" interference). Such events may include, but are not limited to, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

Assignment‍

VoxityAI Corp may assign, transfer, or delegate any of its rights and obligations hereunder without consent. The Subscriber shall not assign, transfer, or delegate any of its rights or obligations hereunder without VoxityAI Corp’s prior written consent, which may be withheld at VoxityAI Corp’s sole discretion.