2. Definitions

Capitalized terms used in these Terms have the meanings set out below.

"Authorized User" means an individual who is authorized by Customer to access and use the Services under Customer's account.
"Content" means any data, text, audio, recordings, transcripts, messages, images, or other materials transmitted to, processed by, stored in, or generated through the Services.
"Customer Content" means Content that is submitted to the Services by or on behalf of Customer, including communications between Customer and its end users.
"Documentation" means the technical and operational documentation made available through the Services.
"Fees" means the subscription fees, usage-based fees, and other amounts payable under these Terms or an Order Form.
"Order Form" means an ordering document referencing these Terms that specifies Customer's subscription plan, usage limits, and fees.
"Output" means AI-generated responses, transcripts, voice outputs, summaries, and other content produced by the Services based on Customer Content or instructions.
"Personal Data" has the meaning given in the General Data Protection Regulation (EU) 2016/679 ("GDPR") and in Turkish Law No. 6698 on the Protection of Personal Data ("KVKK").

3. The Services

The Services consist of a hosted, cloud-based platform for AI-powered voice, chat, and omnichannel communication, including automated inbound and outbound voice calls, chat messaging across supported channels, speech-to-text transcription, text-to-speech synthesis, AI-assisted response generation, routing, analytics, and related features as described in the Documentation.

Vorden may, from time to time, enhance, modify, or discontinue features of the Services. We will not materially reduce the functionality of a paid subscription during an active term without reasonable prior notice.

4. Eligibility and Account Registration

4.1 Eligibility

The Services are intended for business customers. You must be at least 18 years old and able to form a legally binding contract in your jurisdiction. The Services are not directed at children under 16, and you may not use the Services to process Personal Data of children in violation of applicable law.

4.2 Account Registration

To use the Services, you must register an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must promptly notify us at security@vorden.ai of any unauthorized access or suspected security incident affecting your account.

4.3 Authorized Users

You may permit Authorized Users to access the Services under your account, subject to these Terms. You are responsible for the acts and omissions of your Authorized Users, and you must ensure that they comply with these Terms.

5. Subscription, Fees, and Payment

5.1 Subscription and Usage

Access to the Services is provided on a subscription basis, with additional usage-based charges for consumption of telephony, messaging, AI processing, and other metered resources, as set out in your subscription plan or Order Form.

5.2 Fees and Billing

Fees are invoiced in advance for subscription amounts and in arrears for usage-based consumption, unless otherwise agreed. Payments are processed by our third-party payment processor. You authorize us (and our payment processor) to charge the payment method on file for all Fees when due.

5.3 Taxes

Fees are exclusive of taxes, duties, and similar governmental assessments. You are responsible for all such taxes, except for taxes based on Vorden's net income.

5.4 Late Payment

Undisputed amounts not paid when due may accrue interest at the lower of 1.5% per month or the maximum rate permitted by applicable law. We may suspend the Services for non-payment after reasonable prior notice.

5.5 Refunds

Except as expressly provided in these Terms or required by applicable law (including mandatory EU and Turkish consumer protection rights, where applicable), Fees are non-refundable.

5.6 Price Changes

We may change Fees for a subscription renewal term with at least 30 days' prior notice. Changes do not apply to the then-current subscription term.

6. Customer Content and Data

6.1 Customer Ownership

As between the parties, Customer owns all right, title, and interest in and to Customer Content, subject to the licenses granted in these Terms.

6.2 License to Vorden

Customer grants Vorden a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Content solely to provide, maintain, secure, and improve the Services, to generate Output, and to comply with legal obligations.

6.3 Accuracy and Lawfulness

Customer is solely responsible for the accuracy, quality, lawfulness, and appropriateness of Customer Content and for obtaining all necessary rights, consents, and permissions from end users and other data subjects for the processing of Customer Content by the Services, including any consent required for recording calls or processing Personal Data.

6.4 Data Protection

Processing of Personal Data by Vorden on behalf of Customer is governed by our Data Processing Agreement, which forms part of these Terms. Customer acts as the controller, and Vorden as the processor, with respect to such Personal Data.

7. Acceptable Use Policy

Customer and its Authorized Users must not use the Services in any manner prohibited by this Section 7 or by applicable law.

7.1 General Prohibitions

You may not use the Services to:

Engage in unlawful, fraudulent, deceptive, defamatory, harassing, threatening, or abusive conduct
Infringe intellectual property, privacy, publicity, or other rights of any third party
Transmit viruses, malware, or other harmful code
Attempt to gain unauthorized access to, disrupt, or interfere with the Services or the systems of other users
Reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent expressly permitted by applicable law
Resell, sublicense, or make the Services available to any third party other than Authorized Users
Use the Services to build, train, or improve a product or service that competes with the Services (see Section 9.4)
Circumvent or attempt to circumvent usage limits, rate limits, or security controls
Use the Services in a manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of them

7.2 Telephony and Outbound Calling Compliance

If you use the Services to place outbound calls, send SMS, or deliver messaging, you are solely responsible for complying with all applicable telecommunications and consumer protection laws in every jurisdiction where calls or messages originate or terminate, including but not limited to:

the U.S. Telephone Consumer Protection Act (TCPA) and FCC rules
the U.S. Federal Trade Commission Telemarketing Sales Rule and national and state Do-Not-Call registries
the EU ePrivacy Directive (2002/58/EC) and Member State implementing laws
the GDPR in respect of direct marketing
Turkish Law No. 6563 on the Regulation of Electronic Commerce and the Commercial Electronic Message Management System (İYS) obligations for messaging to recipients in Turkey
any equivalent laws governing autodialed calls, prerecorded messages, AI-driven voice calls, automated messaging, consent, opt-out, time-of-day restrictions, and caller identification

You represent and warrant that, for each outbound call or message, you have obtained all legally required consents, are not calling numbers on applicable Do-Not-Call lists, and have performed any legally required scrubbing. You must honor opt-out and revocation requests without undue delay and, in any event, within the time periods required by applicable law.

7.3 AI Voice Disclosure

Where required by applicable law, and as a baseline best practice, you must disclose at the beginning of each AI-driven voice interaction that the caller is speaking with an automated or AI-generated voice, and provide a mechanism for the called party to reach a human representative or to opt out of the interaction.

7.4 Fraud Prevention and Voice Identity

You may not use the Services to:

Impersonate any individual or entity or misrepresent your affiliation with any individual or entity
Clone, imitate, or synthesize the voice of any real person without that person's documented, informed consent
Use a voice in a manner that is deceptively similar to the voice of a real person and likely to mislead listeners
Engage in phishing, vishing, social engineering, or any similar fraudulent scheme

To the extent Customer is required to obtain consents under applicable law (including for calls, recordings, or messaging), Customer must retain records of such consents and, on reasonable request, make them available to regulators and to Vorden to the extent necessary to address a complaint, investigation, or legal demand.

7.6 Suspension for AUP Violations

We may suspend or limit access to the Services immediately and without prior notice if we reasonably believe that Customer's use violates this Section 7 or creates a material risk of legal, security, or operational harm. We will restore access once the underlying issue has been resolved.

8. Third-Party Services

The Services may interoperate with third-party products, services, and integrations ("Third-Party Services"). Third-Party Services are provided by their respective providers under their own terms. Vorden is not responsible for the availability, performance, or content of any Third-Party Service, and Customer's use of Third-Party Services is at Customer's own risk. Disabling or removing a Third-Party Service may affect Services functionality that depends on it.

9. Intellectual Property

9.1 Vorden IP

Vorden and its licensors retain all right, title, and interest in and to the Services, the Documentation, the underlying software, models, algorithms, and related intellectual property, including all improvements and derivative works. Except for the limited rights expressly granted to Customer in these Terms, Vorden reserves all rights.

9.2 Customer IP

Customer retains all right, title, and interest in and to Customer Content. Vorden acquires no rights in Customer Content other than the licenses expressly granted in these Terms.

9.3 AI-Generated Output

Subject to Customer's compliance with these Terms and payment of applicable Fees, Customer is licensed to use Output generated for Customer through the Services for Customer's internal business purposes and for interaction with Customer's end users. Vorden makes no warranty that Output will be accurate, non-infringing, or suitable for any particular purpose, and Customer is responsible for reviewing Output before relying on it in any material respect.

9.4 Restriction on Training Competing Models

Customer may not use Output, Customer Content processed through the Services, or any aspect of the Services to train, fine-tune, evaluate, or otherwise develop any machine learning model or service that competes with the Services. Customer may not extract, benchmark, or replicate the Services for the purpose of building a competing product.

9.5 Service Improvement

Subject to the Data Processing Agreement and applicable law, Vorden may use aggregated and de-identified data derived from the operation of the Services to monitor, secure, maintain, and improve the Services and to develop new features. Vorden does not use Customer Content to train foundation models for third-party customers.

9.6 Feedback

If Customer or an Authorized User provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Customer grants Vorden a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such Feedback into the Services without obligation.

10. Confidentiality

Each party (as "Recipient") may receive confidential information of the other party ("Discloser") in connection with these Terms. Recipient will (a) use Discloser's confidential information solely to exercise its rights and perform its obligations under these Terms, (b) protect such information with the same degree of care used to protect its own confidential information of similar importance (but no less than reasonable care), and (c) not disclose such information to third parties except to its personnel and advisors who have a need to know and are bound by confidentiality obligations at least as protective as this Section 10. These obligations do not apply to information that is or becomes publicly available without breach, was already known to Recipient without obligation of confidence, is independently developed, or is required to be disclosed by law (with reasonable notice to the Discloser where lawful).

11. Privacy and Data Protection

Vorden processes Personal Data in accordance with the Privacy Policy, Data Processing Agreement, and Sub-Processors list. Customer acknowledges that the operation of the Services (including voice, chat, and messaging features) involves the processing of Personal Data and that Customer is responsible for establishing and maintaining all legal bases, notices, and consents required for such processing.

12. Service Levels

Vorden uses commercially reasonable efforts to make the Services available on a continuous basis, subject to scheduled maintenance, emergency maintenance, and events outside our reasonable control. Specific service level commitments, if any, are set out in an applicable Order Form or service-level schedule. Except as expressly stated in a signed service-level schedule, the Services are provided without a specific uptime commitment.

13. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, OUTPUT, DOCUMENTATION, AND ANY RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VORDEN DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. VORDEN DOES NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, OR FREE FROM HARMFUL COMPONENTS, OR THAT THEY WILL MEET CUSTOMER'S REQUIREMENTS.

Nothing in this Section 13 limits any warranty or other right that cannot be excluded under mandatory law, including mandatory consumer protection laws in the European Economic Area, the United Kingdom, or Turkey.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) EXCLUDED DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) LIABILITY CAP. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO VORDEN FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS (USD 100), WHICHEVER IS GREATER.

(c) EXCEPTIONS. THE LIMITATIONS IN THIS SECTION 14 DO NOT APPLY TO (i) CUSTOMER'S PAYMENT OBLIGATIONS, (ii) CUSTOMER'S VIOLATION OF SECTION 7 (ACCEPTABLE USE), SECTION 9 (INTELLECTUAL PROPERTY), OR SECTION 10 (CONFIDENTIALITY), (iii) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15, OR (iv) LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW (INCLUDING, WHERE APPLICABLE, LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENT, AND MANDATORY CONSUMER PROTECTION RIGHTS).

15. Indemnification

15.1 By Customer

Customer will defend, indemnify, and hold harmless Vorden and its officers, directors, employees, and agents from and against any third-party claim, proceeding, or demand (including reasonable attorneys' fees) arising out of or relating to (a) Customer Content, (b) Customer's or any Authorized User's violation of Section 7 (Acceptable Use), (c) Customer's violation of applicable law (including telemarketing, consumer protection, privacy, and data protection laws), or (d) Customer's infringement of any third-party right.

15.2 By Vorden

Vorden will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Services, as provided by Vorden and used in accordance with these Terms, infringe a third party's intellectual property right. Vorden's obligation does not apply to claims arising from (i) Customer Content, (ii) use of the Services in combination with any product, service, or data not provided by Vorden where the claim would not have arisen but for such combination, (iii) use of the Services in violation of these Terms or applicable law, or (iv) any modification of the Services not made by Vorden.

15.3 Procedure

The indemnified party must promptly notify the indemnifying party of the claim, allow the indemnifying party to control the defense and settlement, and reasonably cooperate at the indemnifying party's expense. The indemnifying party may not settle a claim in a manner that admits fault by, or imposes obligations on, the indemnified party without the indemnified party's prior written consent.

16. High-Risk Use Disclaimer

The Services are not designed, intended, or authorized for use in any environment or application where failure or inaccuracy could result in death, personal injury, or severe property or environmental damage, including medical diagnosis or treatment, life-support systems, aviation, nuclear facilities, emergency services dispatch, or other safety-critical systems. Customer assumes all risk of any such use, and Vorden disclaims all liability arising from it.

17. Suspension and Termination

17.1 Term

These Terms commence on the date Customer first accepts them and continue until terminated as provided herein or in an Order Form.

17.2 Termination for Cause

Either party may terminate these Terms for material breach by the other party if the breach is not cured within 30 days after written notice (or immediately, in the case of breach of Section 7, 9, or 10). Either party may terminate immediately upon the other party's insolvency, bankruptcy, or assignment for the benefit of creditors.

17.3 Suspension

In addition to Section 7.6, we may suspend the Services for non-payment, for security reasons, or as required by law.

17.4 Effect of Termination

Upon termination, Customer's right to access the Services ends, and all outstanding Fees become due. Each party will return or destroy the other party's confidential information, subject to legal retention requirements. Vorden will delete or return Customer Content as described in the Data Processing Agreement. Sections that by their nature should survive termination will survive, including Sections 5, 6, 9, 10, 13, 14, 15, 16, 19, 20, and 21.

18. Export Control and Sanctions

The Services are subject to U.S. and other applicable export control and sanctions laws. Customer represents and warrants that (a) Customer is not located in, and is not a national or resident of, any country subject to comprehensive U.S. trade sanctions, and (b) Customer is not listed on any applicable denied-party, sanctioned-party, or embargo list. Customer will not use or access the Services in violation of any export control or sanctions law.

19. Governing Law and Dispute Resolution

19.1 Governing Law

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Courts

Subject to Section 19.3, the state and federal courts located in New Castle County, Delaware, USA have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party submits to the personal jurisdiction of those courts.

19.3 Consumer Protections

Nothing in this Section 19 limits any mandatory right of a consumer under the laws of their country of habitual residence, including consumers located in the European Economic Area, the United Kingdom, or Turkey, to bring proceedings in their local courts or to rely on mandatory local consumer protection law.

19.4 Equitable Relief

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction for actual or threatened infringement of its intellectual property or confidentiality rights.

20. Modifications to Terms

We may modify these Terms from time to time. If a modification is material, we will provide at least 30 days' notice by email to the address associated with Customer's account or by prominent notice within the Services. Continued use of the Services after the effective date of the modification constitutes acceptance of the modified Terms. If Customer does not agree to a material modification, Customer's sole remedy is to terminate the affected subscription as of the effective date of the modification and to receive a pro rata refund of prepaid Fees for the unused portion of the subscription term.

21. General Provisions

21.1 Entire Agreement

These Terms, together with any Order Form and the documents incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings, whether written or oral, on the same subject matter.

21.2 Order of Precedence

In the event of a conflict, the order of precedence is: (1) a signed Order Form, (2) the Data Processing Agreement, (3) these Terms, and (4) the Documentation and other referenced policies.

21.3 Assignment

Customer may not assign these Terms, in whole or in part, without Vorden's prior written consent, except to a successor in interest pursuant to a merger, acquisition, or sale of all or substantially all of Customer's assets, provided that the successor is not a competitor of Vorden. Vorden may freely assign these Terms. Any attempted assignment in violation of this Section 21.3 is void.

21.4 Independent Contractors

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

21.5 No Third-Party Beneficiaries

These Terms do not confer any rights on any third party.

21.6 Force Majeure

Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, labor disputes, cyberattacks, power or telecommunications failures, internet disruptions, or acts of government, provided that the affected party uses reasonable efforts to mitigate the impact.

21.7 Notices

Notices to Vorden must be sent to legal@vorden.ai and to the registered address above. Notices to Customer may be sent to the email address or account address on file.

21.8 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full effect, and the invalid provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.

21.9 No Waiver

The failure of either party to enforce any provision is not a waiver of that provision or of the right to enforce it later.

21.10 Language

These Terms are made in English. Translations are provided for convenience only; in the event of conflict, the English version prevails.

22. Contact

Legal Email: legal@vorden.ai

Security Email: security@vorden.ai

Data Protection Officer (DPO) Email: dpo@vorden.ai

LucyHQ, Inc. 131 Continental Dr, Suite 305 Newark, DE 19713, USA Website: https://vorden.ai

Terms of Service — LucyHQ, Inc.