Terms of service

TERMS AND CONDITIONS FOR SERVICES

Last Updated: January 14, 2026:

READ CAREFULLY BEFORE USING THE SERVICES

EFFECTIVE DATE AND ACCEPTANCE.

THIS AGREEMENT TAKES EFFECT AT THE EARLIEST OF WHEN YOU CLICK THE CHECKBOK AND PRESS THE “CREATE ACCOUNT” BUTTON BELOW, OR EXECUTE AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, OR ACCESS OR USE THE SERVICES (the “Effective Date”). BY CLICKING ON THE CHECKBOK AND PRESSING THE “CREATE ACCOUNT” BUTTON BELOW, OR EXECUTING AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, OR ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY AND AGREE THAT YOU OR SUCH ENTITY, AS APPLICABLE, ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

Applicability.

These terms and conditions for services, together with the Privacy Policy located at [https://www.bizzisolutions.com], which is incorporated herein by reference (collectively the “Terms”), are the only terms that govern the provision of Services by [bizzi™] (“Service Provider”) to the recipient of the Services (“Customer” or “you”) (collectively, the “Parties”, and individually, each a “Party”).
These Terms (this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
These Terms prevail over any terms and conditions of Customer regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.

Definitions. For purposes of these Terms:

“Acceptable Use Policy” or “AUP” means Service Provider’s acceptable use policy located at [https://www.bizzisolutions.com], as updated from time to time.

“AI Customer Input” means information, data, materials, text, prompts, images, works, code, or other content that is entered, posted, uploaded, submitted, transferred, or otherwise input by or on behalf of Customer or any other Authorized User for processing by the Services.

“AI Customer Output” means information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Services in response to an AI Customer Input.

“AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.

“Authorized Users” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer under this Agreement and (ii) for whom access to the Services has been purchased hereunder.

“Beta Features” means alpha, beta, or pre-release features or functionalities of the Services that may be provided to Customer for evaluation or testing.

“Customer Customizations” means configurations, workflows, or other custom materials created by Service Provider for Customer that are based on Customer’s specific instructions or materials.

“Customer Data” means AI Customer Input and AI Customer Output/information, data, and other content, in any form or medium, that is submitted, entered, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services. Customer Data does not include Aggregated Statistics.

“Documentation” means Service Provider’s user manuals, handbooks, FAQs, and other materials relating to the Services provided by Service Provider to Customer either electronically or in hard copy form available at [https://www.bizzisolutions.com].

“Intellectual Property Rights” means, collectively, the following worldwide intangible legal rights, whether or not filed, perfected, registered, or recorded, and whether now or hereafter existing, filed, issued, or acquired: (a) patents, patent applications, provisional patent applications and patent rights, including any and all continuations, continuations-in-part, divisions, reissues, reexaminations, or extensions thereof; (b) rights associated with works of authorship, including but not limited to copyrights, copyright applications, copyright registrations, moral rights, and all derivative works thereof; (c) rights relating to, and the protection of, trade secrets and confidential information; (d) rights associated with trademarks, service marks, logos, trade dress, trade names, and service names; and (e) any rights analogous to those set forth in the preceding clauses and any other proprietary rights relating to intangible property.

“Losses” means all losses, damages, liabilities, deficiencies, penalties, fines, costs, and expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder.

“Order” means an ordering document, online checkout, or other order form executed or accepted by Customer that references these Terms.

“Process” or “Processing” means to collect, use, store, host, transmit, display, analyze, reproduce, distribute, modify, or otherwise handle or process data or content.

“Privacy Policy” means Service Provider’s privacy policy located at [https://www.bizzisolutions.com], incorporated into these Terms by reference.

“Service Provider IP” means all Intellectual Property Rights in and to the Services and the Website, including the AI Technology and all software, models, algorithms, documentation, and other technology embodied therein.

“Services” means the services described in Section 5, including access to the Website as necessary to use the Services.

“Subscription Fees” means the recurring fees for the Services as posted on the Website (as updated from time to time) or as set forth in the applicable Order.

“Subscription Date” means the date of Customer’s initial subscription to the Services.

“Third-Party Services” means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Services, including any third-party AI Technology.

“Third-Party Claim” means any claim, action, suit, investigation, or proceeding brought by a person or entity other than a party to this Agreement or its affiliates.

“Website” means Service Provider’s website at [https://www.bizzisolutions.com], including any subdomains, dashboards, and portals, and any content or functionality offered on or through them.

Term. This Agreement shall remain in full force and effect for so long as Customer accesses or uses the Services, unless earlier terminated in accordance with Section 20 of these Terms (such period, the “Term”). All provisions of this Agreement which by their nature should survive termination or expiration shall so survive, including without limitation: ownership and intellectual property rights; warranty disclaimers; indemnification obligations; limitations of liability; confidentiality; and any accrued rights to payment.
Eligibility. The Services are intended solely for use by individuals who are at least eighteen (18) years of age. Any access to or use of the Services by an individual under the age of eighteen (18) years is expressly prohibited and shall constitute an unauthorized use of the Services.
Services. Service Provider shall provide the Services to Customer in accordance with these Terms.

General. Subject to and conditioned on Customer’s payment of Subscription Fees and compliance with the other terms and conditions of this Agreement, Service Provider grants to Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to (i) access Service Provider’s subscription-based artificial intelligence call management and receptionist services and related platform (collectively, the “Services”) and (ii) grant Authorized Users access and use of the Services, provided that Customer shall be responsible and liable for all acts or omissions of Authorized Individuals and the compliance of such Authorized Individuals with the terms and conditions of this Agreement. Service Provider may modify, enhance, or discontinue features of the Services from time to time, provided that such modifications do not materially reduce the core functionality of the selected subscription.
Essential Plan. The Essential Plan is designed for small businesses, solopreneurs, and individual users seeking to ensure all inbound calls are answered without missed opportunities. Under the Essential Plan, Customers shall receive:

24/7 AI-powered inbound call answering customized to Customer’s business;
Message taking and appointment request intake;
Multi-lingual call handling (supporting over 60 languages);
A custom AI voice, including selectable voice gender and agent name;
Email notifications containing call summaries and relevant call details; and
Access to a dashboard providing call summaries, full transcripts, and call recordings.

The Essential Plan includes a monthly usage allotment as specified on the Website or applicable Order. Usage in excess of the included allotment will be billed at the then-current per-minute overage rate.

Professional Plan. The Professional Plan is designed for small or growing businesses that require advanced call handling and greater customization of their AI agent. The Professional Plan includes all features of the Essential Plan, plus:

Live call transfers to up to three (3) designated phone numbers, including warm or cold transfers;
Customized question-and-answer logic tailored to Customer’s business operations;
Appointment scheduling directly integrated with Customer’s live calendar systems; and
Enhanced configuration options for call handling workflows.

The Professional Plan includes a monthly usage allotment as specified on the Website or applicable Order. Usage in excess of the included allotment will be billed at the then-current per-minute overage rate.

Enterprise Plan. The Enterprise Plan is intended for organizations managing higher call volumes, multiple departments, or complex call scenarios. The Enterprise Plan includes all features of the Professional Plan, plus:

Advanced multi-scenario call routing (including sales, support, billing, and other departments);
Scenario-based response scripting with custom instructions for each call type;
Department- or location-specific greetings and escalation paths;
Priority AI agent tuning based on Customer’s industry; and
Dedicated performance reviews and prompt optimization sessions conducted periodically by Service Provider.

The Enterprise Plan includes a monthly usage allotment as specified on the Website or applicable Order. Usage in excess of the included allotment will be billed at the then-current per-minute overage rate.

Elite Custom Plan. The Elite Custom Plan is a fully customized solution designed for enterprises requiring bespoke AI agent behavior, deeper collaboration, or custom integrations. Features and deliverables under the Elite Custom Plan may include, without limitation:

Fully custom AI voice agent prompts built from scratch to support Customer-specific workflows;
Advanced agent training using Customer-provided recordings, scripts, or materials;
A dedicated account representative;
Quarterly optimization and analytics review sessions; and
Custom integrations with third-party systems, including CRM platforms, scheduling tools, and messaging services.

Elite Custom Plans are subject to separate written agreements, statements of work, or Orders mutually agreed upon by the parties, including customized pricing, usage limits, and implementation timelines.

Beta Features. Such features are provided AS IS and AS AVAILABLE, may be changed or discontinued at any time, and are excluded from any support or uptime commitments. Customer further acknowledges that Beta Features may contain errors, defects, or other issues, and Customer assumes all risk arising from use of Beta Features.
Service Limitations. Customer acknowledges and agrees that the Services are not designed for emergency use and must not be relied upon for 911 or life-safety communications, nor are they designed for use or association with any use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage. Service Provider does not guarantee any particular outcome, including sales, revenue, or Customer satisfaction. Call quality, connectivity, and availability may depend on third-party networks and platforms outside Service Provider’s control. Customer must maintain alternative communication systems for time-sensitive or mission-critical matters.
Third-Party Services. The Services may permit access to Third-Party Services. For purposes of this Agreement, these Third-Party Services are subject to their own terms and conditions which may be presented to you for acceptance by website link or otherwise. The Services may also include or incorporate Third-Party Services licensed or provided by third parties that require Service Provider to pass through additional terms to Customer. You shall comply with all such applicable pass-through terms as made available at [https://www.bizzisolutions.com], through the Documentation, or otherwise, as such terms may be updated, modified, or added from time to time. We may add or remove Third-Party Services from time to time. If Customer does not agree to abide by the applicable terms for any Third-Party Services, then Customer should not install, access, or use these Third-Party Services or any Services that include or incorporate these Third-Party Services. Service Provider is not responsible or liable to Customer or any third party for the content or accuracy of such Third-Party Services.
THE SERVICES AND AI CUSTOMER OUTPUT ARE PROVIDED “AS IS” AND SERVICE PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SERVICE PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING ANY AI OUTPUTS, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, AI CUSTOMER OUTPUT (I) MAY BE INACCURATE, MISLEADING, BIASED, OR OFFENSIVE, (II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES, AND (V) DO NOT NECESSARILY REFLECT, AND MAY BE INCONSISTENT WITH, SERVICE PROVIDER’S AND THIRD-PARTY PROVIDERS’ VIEWS.

Artificial Intelligence Services.

Ownership. As between the parties, Customer retains ownership of Customer Data. Customer grants Service Provider a non-exclusive, worldwide, royalty-free license to use, process, and store Customer Data solely as necessary to provide, secure, and improve the Services. Service Provider may also use Customer Data in aggregated or anonymized form to improve its AI Technology and other offerings, provided such use does not identify Customer.
AI Use Restrictions. Customer shall not, and shall not permit others to,:

modify, adapt, alter, translate, or create derivative works from the Services;
merge or bundle the Services with other software, hardware, or services;
distribute or make available, sublicense, lease, rent, loan, or otherwise transfer the Services to any third party (with the exception of Authorized Users);
bypass or breach any security device or protection used by or incorporated into the Services;
damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, in whole or in part, or the use of the Services by other users;
remove, delete, alter, or obscure any trademarks, warranties, disclaimers, or notices of copyright, trademark, patent, or other intellectual property or proprietary notices;
reverse engineer, extract, or attempt to derive any source code, model, model weights, or underlying AI Technology of the Services;
use AI Customer Input or AI Customer Output to develop, train, fine-tune or otherwise improve any competing AI Technology;
use web scraping, harvesting, or automated methods to extract data from the Services;

AI Customer Responsibilities. Customer acknowledges and agrees that:

AI Customer Output may be inaccurate, incomplete, duplicative, offensive, biased, or otherwise unsuitable for reliance without human review;
Customer is solely responsible for reviewing AI Customer Output and determining its suitability for Customer’s business purposes; and
Service Provider disclaims all liability and responsibility arising from any reliance placed on any AI Customer Output.

Notwithstanding anything to the contrary in this Agreement, Service Provider may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services to be used by Service Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Service Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Service Provider. Customer agrees that Service Provider may use and make publicly available Aggregated Statistics to the extent and in the manner permitted under applicable law.
Reservation of Rights. Service Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Service Provider IP or Third-Party Service.

Customer’s Obligations & Restrictions.

Customer’s Obligations.

Customer shall cooperate with Service Provider in all matters relating to the Services and provide such access to Customer’s data, systems, accounts, and resources as may reasonably be requested by Service Provider, for the purposes of performing the Services;
Customer shall respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
Customer shall provide such Customer materials or information as Service Provider may reasonably request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and
Customer shall obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services in connection with any use of the Services.
Customer shall maintain independent, alternative means of communication and business continuity sufficient for time-sensitive, emergency, or mission-critical communications, and shall not rely on the Services for any such communications.
use reasonable efforts to make all Authorized Users aware of the provisions of these Terms as applicable to such Authorized Users’ use of the Services, and cause such Authorized Users to comply with these Terms.
comply with the Acceptable Use Policy (AUP) at all times in connection with its use of the Services.
Compliance with Data Privacy and Communications Laws. Customer remains solely responsible for its interactions with callers, customers, and third parties, and for ensuring compliance with all applicable telecommunications and privacy laws. Without limiting the foregoing, Customer shall (A) obtain and document all legally required notices and consents for call routing, recording, monitoring, caller ID presentation, and follow-up outreach (including compliance with the Telephone Consumer Protection Act and analogous laws); (B) configure call-recording and announcements in accordance with applicable one-party/two-party consent laws; and (C) maintain and honor applicable opt-out preferences and do-not-call/do-not-email lists.

Customer’s Restrictions. Customer shall not use the Services:

in violation of any applicable law, regulation, or rule;
to gain unauthorized access to any systems or networks of Service Provider or any third party;
to transmit, store, or introduce any viruses, worms, malware, Trojan horses, or other harmful or malicious code;
to scrape, harvest, or otherwise extract data or content from the Website or Services without Service Provider’s prior written consent;
to infringe, misappropriate, or otherwise violate any intellectual property rights, privacy rights, or other rights of any person;
to misrepresent Customer’s identity or affiliation; or
in any manner that interferes with, degrades, or disrupts the integrity or performance of the Website, the Services, or any related systems.
to submit or process personal information, health information, or other sensitive data through the Services except as expressly permitted by Service Provider in writing;
to use the Services or AI Customer Output in violation of applicable law, including telecommunications and call recording laws.

Customer’s Acts or Omissions. If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
Fees and Expenses; Payment Terms; Interest on Late Payments.

Fees and Expenses. Customer shall pay Provider the fees as described on [https://www.bizzisolutions.com] (the “Subscription Fees”). Subscription Fees are due and payable on or before the Subscription Date and on each monthly anniversary thereafter, unless otherwise set forth in an Order. Subscription Fees are billed on a monthly basis in advance beginning on the date of Customer’s initial subscription (the “Subscription Date”) and automatically renew each month on the corresponding day of the month until terminated in accordance with these Terms. Subscription changes that result in new or additional fees are effective immediately and apply to the then-current monthly billing period and at least the subsequent two consecutive billing periods; any resulting additional fees for the then-current billing period are due at the time of upgrade. Subscription changes that result in lower or fewer fees will be effective beginning on the first day of the next monthly billing period and will continue for subsequent billing periods until Customer requests another change. Invoices will be delivered to the email address associated with Customer’s account. It is Customer’s responsibility to maintain a valid and up-to-date email address on its account. Service Provider may change Subscription Fees effective on a subsequent renewal term by providing at least 30 days’ prior notice via the Website or email.
Overage Charges. Each subscription plan includes a fixed allotment of monthly usage minutes. Any usage in excess of the included allotment will incur additional charges at the then-current per-minute rate published by Service Provider on [https://www.bizzisolutions.com] (“Overage Charges”). Overage Charges will be automatically billed to Customer’s payment method on file on the first day of each month for the preceding month’s usage, or, if the subscription terminates, within [•] ([•]) days of the termination date.
[Custom solutions shall be subject to separate written fee arrangements mutually agreed between the parties, which shall be incorporated herein.]
Payment Method. Customer shall provide and maintain a valid payment method on file with Service Provider. Customer authorizes Service Provider to automatically charge Subscription Fees, Overage Charges, applicable taxes, and any other amounts due hereunder to such payment method without further authorization. Customer represents and warrants that the payment information provided is correct and accurate and that Customer is legally authorized to use the designated payment method. Customer shall remain solely liable for any payment or credit card fraud, abuse, or unauthorized use by Customer or others.
No Refunds. Except as expressly required by applicable law, all payments made by Customer are final, non-cancellable, and non-refundable, including in the event of termination, non-use, or dissatisfaction with the Services.
Late Payments. If Customer fails to make any payment when due, without limiting Service Provider’s other rights and remedies:

Service Provider may charge interest on the past due amount at the rate of 3.5% calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;
Customer shall reimburse Service Provider for all reasonable costs incurred by Service Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees;

Suspension for Non-Payment. If the failure continues for 7 days or more, Service Provider may suspend, under Section 19, Customer’s and all other Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.

Taxes. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
Privacy Policy. Service Provider complies with its privacy policy, available at [https://www.bizzisolutions.com] (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, Customer acknowledges that Customer has reviewed and accepted our Privacy Policy, and Customer consents to all actions taken by us with respect to Customers information in compliance with the then-current version of our Privacy Policy.
Intellectual Property.

Service Provider IP. Customer acknowledges that, as between Customer and Service Provider, subject to Section 12(c) with respect to Customer Data incorporated into Customer Customizations, Service Provider exclusively owns all right, title, and interest, including all intellectual property rights, in and to the Service Provider IP. All rights in and to the Services not expressly granted to Customer in these Terms are hereby expressly reserved by Service Provider and its licensors.
Customer Data. Service Provider acknowledges that, as between Service Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Service Provider a non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, transferrable, worldwide license to (i) reproduce, distribute, and otherwise use and display the Customer Data and Process the Customer Data as may be necessary for Service Provider to provide the Services to Customer and (ii) use, modify, and adapt AI Customer Input and AI Customer Output to train, develop, adapt, modify, enhance, or improve the Services and other products or services. Notwithstanding anything in this Agreement to the contrary, unless prohibited by applicable law, we may delete Customer Data at any time.
Customer Customizations. Notwithstanding Section 12(a), Customer shall have the exclusive right to access and use Customer Customizations solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. We will not allow any third party to access or use Customer Customizations during or after the Term of this Agreement, except as necessary for us to fulfill our obligations to you under this Agreement or comply with applicable law.
Feedback. If you or any other Authorized User sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto other than Customer Customizations, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use that Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your Authorized Users to assign to us, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we have no obligation to acknowledge receipt of or use any Feedback.

Confidential Information.

All non-public, confidential or proprietary information of either the Service Provider or Customer, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by the recipient of such information without the prior written consent of the party making such disclosure. Confidential Information does not include information that is:

in the public domain;
known by the recipient of such information at the time of disclosure;
rightfully obtained by the recipient of such information on a non-confidential basis from a third party; or
independently developed by without reference to the Confidential information.

Without limiting the foregoing, Service Provider IP is Provider’s Confidential Information and Customer Data is Customer’s Confidential Information.
Customer and Service Provider agree to use the Confidential Information only to make use of the Services.
Customer or Service Provider shall be entitled to injunctive relief for any violation of this Section.
Service Provider will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure. Service Provider will notify Customer without undue delay following discovery of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data.

Representation and Warranty.

Service Provider represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
Service Provider shall not be liable for a breach of the warranty set forth in Section 14(a) unless Customer gives written notice of the defective Services, reasonably described, to Service Provider within 15 days of the time when Customer discovers or ought to have discovered that the Services were defective.
Service Provider shall, in its sole discretion, either:

repair or re-perform such Services (or the defective part); or
credit or refund the price of such Services at the pro rata contract rate.

THE REMEDIES SET FORTH IN SECTION 14(c) SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 14(a).

Disclaimer of Warranties.

EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 14(a) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

Limitation of Liability.

IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER AS DESCRIBED ON THE WEBSITE IN THE [•] [YEAR/MONTH] PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitation of liability set forth in Section 16(b) above shall not apply to liability resulting from Service Provider’s gross negligence or willful misconduct.

Customer Indemnification. Customer shall indemnify, hold harmless, and, at Service Provider’s option, defend Service Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the AI Customer Input or other Customer Data other than AI Customer Output, or Processing or any other use thereof in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights; (ii) based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement (including Sections 6 (Artificial Intelligence Services), 7 (Customer’s Obligations & Restrictions)) or applicable laws; or (iii) based on Customer Customizations; provided that Customer may not settle any Third-Party Claim against Service Provider unless Service Provider consents to such settlement, and further provided that Service Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Service Provider Indemnification. Service Provider shall defend Customer against any claim brought by a third party alleging that the Services, as provided by Service Provider and used by Customer in accordance with this Agreement, infringe or misappropriate such third party’s intellectual property rights, and Service Provider shall pay any damages finally awarded against Customer (or settlement amounts agreed to by Service Provider) in connection with such claim. Service Provider shall have no obligation under this Section to the extent the alleged infringement arises from: (a) modifications to the Services not made by Service Provider; (b) combination of the Services with products, data, or processes not provided by Service Provider; (c) Customer’s use of the Services in breach of this Agreement; or (d) Customer’s use of an outdated version of the Services where use of a more current version made available by Service Provider would have avoided the claim. This Section states Customer’s exclusive remedy and Service Provider’s sole liability for any third-party intellectual property claim, and is subject to the limitations of liability set forth in Section 16.
Suspension. Notwithstanding anything to the contrary in this Agreement, Service Provider may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Services if: (i) Service Provider reasonably determines that (A) there is a threat or attack on any of the Service Provider IP or the Services; (B) Customer’s or any other Authorized User’s use of the Services or Service Provider IP disrupts or poses a security risk to the Services, Service Provider IP, to Service Provider, or to any other Customer or vendor of Service Provider; (C) Customer or any other Authorized User is using the Services or Service Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Service Provider’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; or (F) Customer is using the Services in material violation of Section 7 (Customer’s Obligations & Restrictions) or the AUP; (ii) any vendor of Service Provider has suspended or terminated Service Provider’s access to or use of any third-party services or products required to enable Customer to access and use the Services; or (iii) in accordance with Section 9(g) (Suspension for Non-Payment). Service Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Service Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Service Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
Termination.

Termination for Breach: In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:

fails to pay any amount when due under this Agreement and such failure continues for 7 days after Customer’s receipt of written notice of nonpayment;
has not otherwise materially performed or complied with any of the terms of this Agreement, in whole or in part;
becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; or
materially violates the Acceptable Use Policy.

Termination for Convenience: Service Provider may terminate this Agreement for any reason upon [0] days’ advance notice. Customer may terminate this Agreement for any reason upon [0] days’ advance notice.

Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages, or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 30 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 7 consecutive days [either party/the other party] may thereafter terminate this Agreement.
Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.
Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of White Plains and County of Westchester, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Taxes, Fees, Intellectual Property, Representation and Warranty, Warranty Disclaimers, Indemnification, Limitation of Liability, Submission of Law and Survival.
Amendment and Modification. Service Provider reserves the right to modify these Terms at any time in its sole discretion. Updated versions of these Terms will be posted on the Website and shall be effective immediately upon posting. Customer’s continued use of the Website or Services after any such changes constitutes Customer’s acceptance of the revised Terms. The most current version of these Terms shall supersede all previous versions. Service Provider encourages Customer to periodically review these Terms to stay informed of updates.