TalkWiz.ai Terms and Conditions

Last Updated: 10/10/2024 Version a.10102024

PLEASE READ THESE TERMS AND CONDITIONS ("TERMS") CAREFULLY BEFORE USING THE SERVICES OFFERED BY TALKWIZ.AI ("COMPANY"). BY ACCESSING OR USING OUR SOFTWARE-AS-A-SERVICE PLATFORM ("SERVICES"), YOU ("CUSTOMER" OR "END USER") AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Acceptance of Terms

By accessing or using the Services, you agree to be bound by these Terms. Your continued use of the Services signifies your acceptance of these Terms.

2. Definitions

• "Services" refers to the software-as-a-service platform provided by TalkWiz.ai.
• "Customer Data" means any data, information, or material submitted by you to the Services.
• "Authorized Users" means individuals who are authorized by you to use the Services.

3. Use of Services

a. License Grant

Subject to these Terms, the Company grants you a non-exclusive, non-transferable, limited license to access and use the Services for your internal business purposes.

b. Restrictions

You shall not:

• Modify, copy, or create derivative works based on the Services.
• Reverse engineer or access the Services to build a competitive product or service.
• Remove any proprietary notices or labels from the Services.
• Use the Services in a manner that violates any applicable laws or regulations.

4. Data Usage and Privacy

a. Data Usage

By using the Services, you grant the Company the right to collect, use, store, and process your data for the purpose of training and improving our artificial intelligence systems.

b. Data Security

We implement industry-standard security measures to protect your data from unauthorized access, alteration, disclosure, or destruction. However, you acknowledge that no method of transmission over the internet or electronic storage is 100% secure.

c. Privacy

We are committed to protecting your privacy. Please review our Privacy Policy for details on how we collect, use, and disclose personal information.

5. Acceptable Use

You agree to use the Services only for lawful purposes and in compliance with all applicable local, state, national, and international laws and regulations. Prohibited activities include, but are not limited to:

• Using the Services to engage in any illegal activities.
• Transmitting or distributing viruses, malware, or other harmful software.
• Infringing upon the intellectual property rights of others.
• Harassing, abusing, or harming others.
• Attempting to gain unauthorized access to any other accounts, computer systems, or networks connected to the Services.

6. Compliance with SMS Rules and Laws

If you use the Services to send SMS messages, you agree to comply with all applicable laws and regulations governing SMS communications, including but not limited to:

• Telephone Consumer Protection Act (TCPA)
• CAN-SPAM Act
• Any other relevant federal, state, or international laws and regulations.

7. Service Levels and Availability

We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:

• Scheduled Maintenance: We may perform periodic maintenance with prior notice.
• Unscheduled Maintenance: We may perform emergency maintenance without prior notice.
• Force Majeure Events: Any unavailability caused by circumstances beyond our reasonable control.

8. Intellectual Property Rights

All content, features, and functionality on the Services—including text, graphics, logos, and software—are the exclusive property of the Company and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

9. Feedback

Any feedback, comments, or suggestions you may provide regarding the Services is entirely voluntary, and the Company will be free to use such feedback, comments, or suggestions as it sees fit without any obligation to you.

10. Modifications to the Services

The Company reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Services or any part thereof with or without notice. You agree that the Company will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

11. Warranties and Disclaimers

a. Disclaimer of Warranties

The Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, either express or implied. The Company disclaims all warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

12. Limitation of Liability

Under no circumstances shall the Company be liable for any direct, indirect, incidental, special, consequential, or exemplary damages arising from your use of the Services. This includes, without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses.

13. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from your use of the Services, your violation of these Terms, or your infringement of any intellectual property or other right of any person or entity.

14. Non-Disparagement

You agree that you will not, during the term of this Agreement and thereafter, make any disparaging or defamatory statements, whether orally or in writing, regarding the Company, its Services, or its affiliates, officers, directors, employees, or agents. This includes, but is not limited to, comments or statements that could adversely affect the image, reputation, or goodwill of the Company or any of its affiliates.

15. Termination

a. Termination by You

You may terminate these Terms by discontinuing the use of the Services at any time.

b. Termination by the Company

We may suspend or terminate your access to the Services at any time, with or without cause or notice.

c. Effect of Termination

Upon termination, all licenses and rights granted to you in these Terms will immediately cease, and you must promptly cease all use of the Services.

16. Dispute Resolution

Any disputes arising out of or relating to these Terms or the Services shall be resolved exclusively through binding mediation administered by JAMS in Riverside County, California. The Company reserves the right to select the mediator. You agree to bear all costs associated with the mediation.

17. Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

18. Force Majeure

The Company shall not be liable for any failure to perform its obligations hereunder due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, or strikes.

19. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without the Company's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. The Company may assign or transfer these Terms at its sole discretion without restriction.

20. Severability

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

21. Entire Agreement

These Terms constitute the entire agreement between you and the Company regarding the use of the Services and supersede any prior agreements.

22. Notices

All notices under these Terms shall be in writing and shall be deemed to have been duly given:

• When received, if personally delivered.
• Upon receipt of an electronic confirmation, if transmitted by email.
• The day after it is sent, if sent for next-day delivery by recognized overnight delivery service.

23. Export Compliance

You agree to comply with all applicable U.S. export laws and regulations to ensure that neither the Services, nor any direct product thereof, are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

24. Third-Party Services

The Services may contain links to third-party websites or services that are not owned or controlled by the Company. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services.

25. No Waiver

The failure of either party to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

26. Compliance with Laws

You agree to comply with all applicable laws and regulations in connection with your use of the Services, including but not limited to data privacy laws, intellectual property laws, and export control laws.

27. Data Backup

You are responsible for maintaining and backing up any Customer Data that you store or process using the Services. The Company shall not be liable for any loss or corruption of Customer Data.

28. Updates to Terms

The Company reserves the right to modify or replace these Terms at any time at its sole discretion. Any changes will be effective immediately upon posting the updated Terms on the Services. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.

29. Electronic Communications

By using the Services, you consent to receiving electronic communications from the Company. These communications may include notices about your account and information concerning or related to the Services.

30. Contact Information

If you have any questions about these Terms, please contact us:

TalkWiz.ai
Riverside County, California
Email: legal@talkwiz.ai

BY CONTINUING TO USE THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.