Terms of Service

1. Acceptance of Terms

By accessing or using the Voxis platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Service. These Terms constitute a legally binding agreement between you ("Customer," "you," or "your") and ResidualHue Technologies ("Company," "we," "us," or "our").

You represent that you have the authority to bind the organization on whose behalf you are accessing the Service to these Terms.

2. Definitions

• "Service" means the Voxis AI voice agent platform, including all features, functionality, applications, APIs, and related services.
• "Customer" means the business entity or individual that has registered for an account and agreed to these Terms.
• "End Users" means individuals who interact with voice agents deployed by the Customer, including callers and recipients of outbound calls.
• "Agent Configuration" means the scripts, prompts, workflows, and settings created by the Customer to define the behavior of voice agents.
• "Call Data" means audio recordings, transcripts, analytics, metadata, and other data generated through voice interactions processed by the Service.

3. Account Registration and Responsibilities

To use the Service, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain and promptly update your account information to keep it accurate and complete.
• Maintain the security of your account credentials and accept responsibility for all activities that occur under your account.
• Notify us immediately of any unauthorized use of your account.
• Ensure that all individuals accessing the Service through your account comply with these Terms.

4. Permitted Use

You may use the Service for lawful business purposes in accordance with these Terms. You are responsible for:

• Complying with all applicable telecommunications regulations, including the Telephone Consumer Protection Act (TCPA) and Telemarketing Sales Rule (TSR).
• Obtaining all necessary consents required for call recording, AI processing, and automated outreach.
• Providing appropriate disclosures to End Users about call recording and AI processing, including any state-specific notification requirements.
• Complying with industry-specific regulations applicable to your use case (e.g., HIPAA for healthcare, FDCPA for debt collection).

5. Restrictions

You agree not to:

• Reverse engineer, decompile, or disassemble any part of the Service.
• Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
• Use the Service to send spam, make harassing calls, or conduct unsolicited communications without proper consent.
• Attempt to circumvent security measures, rate limits, or access controls.
• Resell, sublicense, or redistribute access to the Service without our written permission.
• Use the Service in any manner that could damage, disable, or impair its operation.

6. Voice AI and Call Processing

• Ownership: You retain ownership of your Agent Configurations and Call Data. We process this data solely to provide the Service as described in these Terms.
• AI Responses: You are responsible for the content and behavior of voice agents configured through your account. We are not liable for responses generated by AI agents based on your configurations.
• End User Disclosure: You must inform End Users that they are interacting with an AI system and that calls may be recorded and processed, where required by applicable law.
• Consent: You are solely responsible for obtaining all required consents for outbound campaigns, call recording, and AI processing from End Users.
• Accuracy: While we strive for accuracy, AI generated responses and transcriptions may contain errors. You should review and monitor agent performance regularly.

7. Intellectual Property

The Voxis platform, including its software, design, text, graphics, and underlying technology, is the property of ResidualHue Technologies and is protected by intellectual property laws. You retain all rights to your Agent Configurations, scripts, business data, and Call Data.

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms. You may provide us with feedback or suggestions regarding the Service, and we may use such feedback without restriction or obligation to you.

8. Payment and Billing

• Pricing: Fees for the Service are as set forth in your order form or the pricing page at voxis.io. Pricing may include subscription fees and usage-based charges (e.g., call minutes, AI processing volume).
• Billing Cycle: Subscription fees are billed in advance on a monthly or annual basis, as selected during signup. Usage-based charges are billed in arrears.
• Late Payment: Payments not received within 30 days of the due date may incur a late fee of 1.5% per month on the outstanding balance. We may suspend the Service for accounts that are more than 30 days overdue.
• Plan Changes: You may upgrade or downgrade your plan at any time. Changes take effect at the start of the next billing cycle unless otherwise agreed.
• Taxes: You are responsible for all applicable taxes associated with your use of the Service, excluding taxes based on our net income.

9. Term and Termination

• Term: The initial term of your subscription begins on the date of registration and continues for the period selected (monthly or annual). Subscriptions automatically renew at the end of each term unless either party provides written notice of non-renewal at least 30 days before the end of the current term.
• Termination for Cause: Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within 30 days of receiving notice.
• Termination for Convenience:You may cancel your subscription at any time by providing 30 days' written notice. Cancellation takes effect at the end of the current billing period.
• Effect of Termination: Upon termination, your right to use the Service ceases immediately. We will retain your Call Data for 30 days after termination to allow you to export it, after which it will be permanently deleted.
• Survival: Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, warranties, and general provisions survive termination.

10. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with these Terms ("Confidential Information"). Confidential Information includes trade secrets, business plans, technical data, pricing, and customer information. Neither party will disclose Confidential Information to third parties without prior written consent, except as required by law or to advisors bound by confidentiality obligations. These obligations survive for two years following termination of these Terms.

11. Data Processing

You acknowledge that we process Call Data and End User data as a data processor on your behalf. Your use of the Service is also governed by our Privacy Policy. A Data Processing Agreement (DPA) is available for enterprise customers upon request. You are responsible for ensuring your use of the Service complies with applicable data protection laws, including obtaining necessary consents from End Users.

12. Warranties and Disclaimers

We warrant that we will provide the Service with reasonable skill and care. However, except as expressly stated in these Terms:

• The Service is provided "as is" and "as available" without warranties of any kind, whether express or implied.
• We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components.
• We do not warrant that AI-generated responses or transcriptions will always be accurate or appropriate for your specific use case.
• We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law.

13. Limitation of Liability

To the maximum extent permitted by law:

• Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities.
• Our total aggregate liability arising out of or related to these Terms shall not exceed the total fees paid by you to us during the twelve (12) months preceding the claim.
• These limitations apply regardless of the legal theory on which the claim is based, whether in contract, tort, strict liability, or otherwise.

14. Indemnification

You agree to indemnify, defend, and hold harmless ResidualHue Technologies and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms.
• Your misuse of the Service, including violations of telecommunications regulations.
• Agent Configurations or content you create that violate applicable law or third-party rights.
• Your failure to obtain required consents from End Users.

We will indemnify you against claims that the core platform infringes a third party's intellectual property rights, provided you promptly notify us in writing and grant us sole control of the defense.

15. Compliance with Laws

You are solely responsible for ensuring your use of the Service complies with all applicable federal, state, and local laws and regulations, including but not limited to:

• The Telephone Consumer Protection Act (TCPA) and FCC regulations.
• State-specific AI disclosure and automated call laws.
• Industry-specific regulations (HIPAA, FDCPA, state insurance laws, etc.).
• Do-Not-Call registry requirements.
• International data protection laws, including GDPR, where applicable.

16. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide at least 30 days' notice of material changes by emailing the address associated with your account and posting a notice on our website. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of the Service before the changes take effect.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any disputes arising out of or related to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware. You agree to resolve disputes with us on an individual basis only and waive any right to bring or participate in a class action or collective action.

18. General Provisions

• Entire Agreement: These Terms, together with any applicable order form and the Privacy Policy, constitute the entire agreement between you and us regarding the Service.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of that provision.
• Assignment: You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger or acquisition.
• Force Majeure: Neither party shall be liable for delays or failures in performance caused by circumstances beyond reasonable control, including natural disasters, wars, pandemics, or internet service provider failures.
• Notices: All notices under these Terms shall be in writing and delivered by email to the address associated with your account.
• Independent Contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

19. Contact Information

For questions about these Terms of Service, please contact us:

• Company: ResidualHue Technologies
• Product: Voxis
• Legal Inquiries: [email protected]
• Support: [email protected]