Terms & conditions

Eligibility and account security

You must be at least 18 years old, or the age of majority in your jurisdiction, to use the Service. You agree to provide accurate and complete Account information and to keep it updated. You are responsible for all activities that occur under your Account and for maintaining the confidentiality and security of your credentials. You must promptly notify us if you become aware of any unauthorized use of or access to your Account.

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice via the Service or by email. By continuing to access or use the Service after the changes become effective, you agree to the updated Terms.

Service overview and limitations

The Service provides configurable Agents that can communicate via voice, chat, email and other channels, and perform actions through integrations. You acknowledge that Outputs may be incorrect, incomplete, or otherwise inappropriate, and that the Service may generate probabilistic results that are not always deterministic. Human review may be required, particularly for high-risk or regulated decisions, and you should not rely solely on Outputs for decisions that carry significant legal, financial or safety consequences.

Outputs do not constitute legal, financial or other professional advice. You are solely responsible for how you use Outputs, including whether to rely on them and whether to obtain independent professional review before acting on them.

Fees and payment

If you have an Order Form, it will govern commercial terms including fees, payment terms and support level. In the event of any conflict between these Terms and an Order Form, the Order Form will control solely with respect to the conflicting part.

You agree to pay all applicable fees as specified in the Service or in your Order Form. Fees are non-refundable except as required by law or expressly stated in an Order Form, and you authorize us or our payment processor to charge applicable fees, including any overages, to your designated payment method. If you exceed applicable Usage Limits, you may incur overage fees or suspension of the Service as described in your Order Form or plan. Fees are exclusive of all taxes, and you are responsible for all such amounts imposed in connection with the Service, other than taxes based on our net income.

Acceptable use and prohibited activities

You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to, and not to permit any third party to, reverse-engineer, decompile or otherwise attempt to derive the source code, structure or underlying components of the Service, except where prohibited by applicable law. You must not circumvent security features, rate limits or authentication mechanisms, nor use the Service to develop or train a competing product using Outputs at scale.

Further prohibited uses include transmitting malware, conducting phishing or spam campaigns, engaging in abusive communications, unlawful discrimination or harassment, infringement of intellectual property rights, or misrepresenting that an Agent is human where disclosure is required by law or your own policies. We may suspend or terminate access for actual or suspected violations of this section.

Customer responsibilities and regulatory use

You control Agent configuration and are solely responsible for configuring and using the Service in compliance with applicable laws, regulations and your internal policies. You are also solely responsible for obtaining all required notices, consents and authorizations from end users and other data subjects, including for call recording, automated messaging and electronic communications.

Unless expressly agreed in a signed Order Form, the Service is not designed to meet requirements of specialized regulatory frameworks such as PCI-DSS for storing card data, HIPAA for protected health information, or similar regimes. You must not use the Service for such purposes without a separate written agreement. If you use voice, messaging or other communication channels via the Service, you are independently responsible for compliance with all applicable calling, messaging and platform rules in every jurisdiction in which you operate.

Ownership and data

As between the parties, Customer owns all right, title and interest in and to Customer Data. We do not claim ownership of Customer Data. You grant us a limited, non-exclusive, royalty-free license to host, process and display Customer Data solely as necessary to provide, maintain and improve the Service, and as otherwise permitted in our Privacy Policy and any applicable Data Processing Addendum.

If enabled, the Service may process call audio and create related metadata. You are responsible for configuring retention settings, ensuring appropriate notices and consents are in place, and deciding what to store, access or delete in accordance with applicable law and your internal policies. We implement and maintain administrative, technical and physical safeguards to protect Customer Data, but no system can be guaranteed to be perfectly secure. You are also responsible for the security of your own systems, credentials and integration tokens, and must promptly notify us of any suspected compromise.

Service improvement and model training

We may collect and use usage and performance data — such as feature usage patterns, latency metrics and error logs — to operate and improve the Service and develop new features. We will not use Customer Data to train any models except as necessary to provide the Service to you, unless you provide prior written consent through an enterprise control or separate agreement.

Aggregated and de-identified data that does not identify you or your end users may be used for analytics and service improvement where permitted by law and subject to contractual and technical safeguards.

Intellectual property

The Service, including all software, technology, content and all improvements and derivative works, are owned by Cozmo AI, Inc. or its licensors. We reserve all rights not expressly granted. Subject to these Terms and your applicable Order Form, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during the applicable subscription term.

If you provide suggestions, ideas or other feedback regarding the Service, you grant us a royalty-free license to use and exploit such feedback without restriction or obligation. As between the parties, and subject to your compliance with these Terms, you may use Outputs for your internal business purposes as permitted by applicable law. You acknowledge that Outputs may not be unique and that other customers may receive similar outputs from the Service.

Third-party services

The Service may integrate with or rely on third-party services and providers. We do not control and are not responsible for third-party services, and your use of them is governed by their separate terms and policies. Failures or degradation of third-party services may impact the availability or performance of the Service, and we shall not be held liable for such impacts.

Confidentiality

Each party may disclose Confidential Information to the other in connection with these Terms. The Receiving Party will use such information only to perform its obligations under these Terms, protect it with at least reasonable care, and not disclose it to any third party except to employees, contractors and advisors who need to know it and who are bound by equivalent confidentiality obligations.

Confidential Information does not include information that is publicly available without breach of these Terms, was already known to the Receiving Party without restriction, is independently developed without reference to the Disclosing Party's information, or is rightfully received from a third party without confidentiality obligations. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided it gives prompt notice to the Disclosing Party where legally permitted, and reasonably cooperates in any effort to limit or challenge the required disclosure.

Suspension and termination

We may immediately suspend or restrict your access to the Service if required by law, if your use poses a security risk, if you materially breach these Terms including non-payment, or if you fail to pay undisputed fees when due. Either party may terminate an Order Form or these Terms for cause upon written notice if the other party materially breaches these Terms and does not cure such breach within thirty days of receiving written notice, where the breach is curable.

Upon expiration or termination, your rights and licenses will terminate and you must immediately stop using the Service. You remain responsible for all fees accrued up to the effective date of termination. If stated in the Order Form or Documentation, we will make Customer Data available for export for a period after termination, after which we may delete it subject to any legal retention requirements.

Disclaimers and limitation of liability

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted, error-free, or that Outputs will be accurate, complete or reliable.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Our aggregate liability arising out of or related to the Service will not exceed the amounts paid by you to us under the applicable Order Form during the six months immediately preceding the event giving rise to the claim. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

Indemnification

By Customer: You will defend, indemnify and hold harmless Cozmo AI, Inc. and its affiliates, officers, employees and agents from and against all third-party claims, damages and expenses arising out of or related to Customer Data and any allegation that it infringes third-party rights or violates law; your use of the Service in violation of these Terms or applicable law; your failure to obtain required notices or consents including for call recording and automated messaging; and your products, services or interactions with end users.

By Cozmo AI: We will defend and indemnify you from third-party claims alleging that the Service (excluding Customer Data and Third-Party Services) directly infringes a valid intellectual property right, and we will pay damages finally awarded or amounts agreed in a settlement we approve, provided that you promptly notify us of the claim, grant us sole control of the defense, and provide reasonable assistance at our expense. If the Service is or is likely to be subject to an infringement claim, we may modify the Service to be non-infringing, procure the right to continue your use, or terminate the affected portion and refund any prepaid unused fees.

Dispute resolution and governing law

These Terms and any disputes arising out of or relating to them or the Service are governed by the laws of the State of Delaware, without giving effect to any conflict of law rules. The parties will attempt in good faith to resolve any dispute informally for at least thirty days after written notice. Subject to any mandatory arbitration provisions in an applicable Order Form, any action or proceeding arising out of these Terms will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party irrevocably submits to the personal jurisdiction and venue of such courts.

You consent to receive notices and other communications from us electronically, including by email, through the Service, or by posting on the Site. To the maximum extent permitted by law, you agree that all such electronic communications satisfy any legal requirement that such communications be in writing.

General provisions

We may assign or transfer these Terms in connection with a merger, acquisition or sale of substantially all of our assets, or by operation of law. You may not assign or transfer these Terms without our prior written consent, and any attempted assignment in violation of this restriction is void.

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of either party to enforce any provision will not constitute a waiver of that or any other provision. These Terms, together with any Order Form and documents incorporated by reference including our Privacy Policy and any applicable Data Processing Addendum, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous agreements or representations, whether written or oral. Neither party will be liable for any delay or failure to perform its obligations (other than payment) due to events beyond its reasonable control, including acts of God, internet or telecommunications interruptions, or failures of third-party hosting or cloud providers.

Get in touch

If you have any questions about these Terms or the Service, please contact us: Cozmo AI, Inc. · legal@hellocozmo.ai