Terms of Service

Placeholder notice: the formal business entity and governing jurisdiction referenced in this document are placeholders (Vocarra, Commonwealth of Pennsylvania) and will be updated once our corporate structure is finalized.

These Terms of Service (the "Terms") are a binding legal agreement between you and Vocarra ("we", "us", or "our") and govern your access to and use of: (i) this website and any successor sites (the "Site"); and (ii) our AI voice agent, virtual receptionist, call handling, call routing, messaging, scheduling, lead intake, dashboard, API, and any other telephony, software, or professional services we make available (collectively, the "Services"). By accessing the Site, clicking a button indicating acceptance, signing an order form, or otherwise accessing or using the Services, you agree to these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case "you" and "Customer" refer to that entity.

If you do not agree to these Terms, do not access or use the Site or the Services. A signed order form, master services agreement, statement of work, or data processing addendum ("Order") between you and us will, to the extent of any conflict with these Terms as to its subject matter, control over these Terms for the parties to it.

Eligibility

The Site and the Services are intended for use by legitimate businesses and adult users (18 years of age or older). By using the Site or Services, you represent that you meet these requirements and that you and your personnel will use the Services only for lawful business purposes.

Accounts and access

To use certain features of the Services, you must register for an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your credentials, API keys, and any other authentication mechanism, and for all activity that occurs under your account. You agree to notify us promptly of any unauthorized access or suspected compromise. We may suspend or terminate access to the Services if we reasonably believe your account has been compromised or is being used in violation of these Terms.

Description of the Services

The Services are designed to answer, place, record, transcribe, summarize, and help manage telephone calls, voicemails, and text messages on behalf of a business, to capture leads and schedule appointments, and to connect with third party tools such as CRM, calendaring, and field service management platforms. The Services use artificial intelligence, including large language models, automatic speech recognition, and text to speech synthesis, to interact with callers in natural language.

The Services are provided as a tool to support your business operations. They are not a substitute for human judgment, licensed professional advice, or emergency services. You acknowledge that AI systems can produce errors, omissions, hallucinations, or unexpected outputs, and that voice and language recognition may be imperfect, particularly in the presence of background noise, accents, or unusual terminology. You agree to use the Services with appropriate human oversight and not to rely on them as the sole basis for decisions that could cause harm.

The Services are not an emergency service. Do not use the Services to report medical emergencies, fires, crimes in progress, or other situations that require immediate response. Always call 911 (or your local emergency number) directly in an emergency. You are responsible for configuring any greetings, prompts, or escalation paths so that callers in an emergency are directed to appropriate resources.

Customer responsibilities and acceptable use

You are responsible for your use of the Services and for any content, data, prompts, scripts, recordings, transcripts, messages, phone numbers, and other materials you or your personnel submit, upload, connect, or enable within the Services ("Customer Content"), as well as for the output the Services generate on your behalf. You agree that you will not, and will not permit any user or third party to:

• Use the Services in violation of any applicable law, regulation, or third party right, including laws relating to wiretapping, electronic surveillance, call recording, consent, telemarketing, robocalls, the Telephone Consumer Protection Act (TCPA), the CAN SPAM Act, state do not call registries, carrier and messaging rules (including 10DLC and toll free messaging registration requirements), consumer protection, advertising, data protection, intellectual property, and export controls.
• Record, monitor, transcribe, or analyze any call or message without obtaining any legally required notice to, or consent of, all parties to the communication under applicable federal and state law (including all party or "two party" consent states).
• Use the Services to place unsolicited calls or texts, to send spam, to impersonate another person or entity, to misrepresent affiliation, to engage in fraud, phishing, scraping, or harvesting, or to harass, threaten, or abuse any person.
• Use the Services to collect or process sensitive personal information beyond the scope of a normal service inquiry, including government identification numbers, financial account numbers, payment card data, health information, biometric identifiers, or other categories that require heightened safeguards, unless we have expressly agreed in writing to support that use case.
• Submit Customer Content that is unlawful, defamatory, obscene, hateful, or infringing, or that contains malware or harmful code.
• Reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive source code, models, prompts, weights, or underlying ideas from the Services, except to the extent this restriction is prohibited by applicable law.
• Circumvent or interfere with any security, authentication, rate limiting, usage monitoring, billing, or access control features of the Services; probe or scan the Services; or test the vulnerability of the Services without our prior written consent.
• Use the Services to build or train a competing product or service, to benchmark against us without our written consent, or to copy features, functions, or user experience of the Services.
• Resell, sublicense, rent, lease, time share, or otherwise make the Services available to any third party except as expressly permitted in a written agreement with us.
• Use the Services in any high risk activity in which failure could lead to death, personal injury, or environmental or property damage, including life support, emergency response dispatch as a primary channel, nuclear facilities, or aircraft navigation.

You represent and warrant that: (a) you have all rights, licenses, consents, and authority necessary to provide the Customer Content to us and to permit us to process it as contemplated by these Terms; (b) you will provide all legally required notices to, and obtain any legally required consent from, end callers and other individuals whose information is handled by the Services through your account, including regarding call recording, transcription, AI processing, and automated messaging; (c) your use of the Services and Customer Content will not violate any law or infringe, misappropriate, or violate any third party right; and (d) you will maintain and enforce an appropriate privacy notice covering your collection and use of personal information through the Services.

Customer Content and license to us

As between you and us, you retain all right, title, and interest in and to Customer Content. You grant us a worldwide, non exclusive, royalty free license to host, store, copy, transmit, display, process, analyze, transcribe, synthesize, translate, format, and otherwise use Customer Content solely as necessary to: (i) provide, maintain, secure, and support the Services to you; (ii) prevent or address fraud, abuse, or security issues; (iii) comply with legal obligations; and (iv) create de identified or aggregated data that cannot reasonably be linked back to you or any individual and that we may use to improve the Services and for our general business purposes. This license continues only for as long as reasonably needed for the purposes above.

We do not use Customer Content (including call audio, transcripts, and CRM data) to train publicly available or general purpose AI models for unrelated third parties. Any more restrictive commitment in a signed Order controls.

Feedback

If you submit ideas, suggestions, feature requests, or other feedback about the Services ("Feedback"), you grant us a perpetual, irrevocable, royalty free, worldwide license to use and incorporate that Feedback into the Services and our business without any obligation to you.

Fees, billing, and taxes

Paid features of the Services are provided under an Order that sets out fees, billing frequency, usage metrics, and payment terms. Unless the Order states otherwise: (i) fees are due in advance and non refundable; (ii) we may charge overage, telephony pass through, and third party usage fees in addition to base subscription fees; (iii) late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law; and (iv) you are responsible for all applicable sales, use, value added, and similar taxes, other than taxes on our net income. We may change fees for future renewal terms on reasonable advance notice.

Third party services and integrations

The Services may include, link to, or integrate with third party products, platforms, APIs, and services (for example, telephony carriers, messaging providers, AI model providers, CRM systems, calendars, field service platforms, payment processors, and analytics tools). Those third parties are governed by their own terms and privacy policies, and we do not control and are not responsible for their availability, content, or practices. Your use of a third party service through the Services is at your own risk, and we are not liable for any act or omission of a third party provider. If you disable or remove an integration, features that depend on it may no longer function.

Intellectual property

The Services, the Site, and all related software, models, prompts, workflows, documentation, logos, designs, user interfaces, content, trademarks, and other materials, and all intellectual property rights in them, are owned by Vocarra or its licensors and are protected by copyright, trademark, trade secret, and other laws. Subject to your compliance with these Terms and any applicable Order, we grant you a limited, non exclusive, non transferable, non sublicensable, revocable right to access and use the Services during the term of your subscription solely for your internal business purposes. All rights not expressly granted are reserved.

Privacy

Our Privacy Policy describes how we collect, use, disclose, and protect personal information in connection with the Site and the Services, including how we handle call audio, transcripts, AI processing, telephony metadata, cookies, and your rights. The Privacy Policy is incorporated into these Terms by reference. Where you are a Customer using the Services to process personal information of end callers, any executed DPA between you and us governs that processing and prevails over conflicting terms in these Terms as to its subject matter.

Confidentiality

Each party may disclose to the other non public information that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). The receiving party will: (i) use Confidential Information only to exercise its rights and perform its obligations under these Terms; (ii) protect it with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; and (iii) limit access to personnel and advisors with a need to know who are bound by confidentiality obligations. Confidential Information does not include information that is or becomes publicly available without breach, was rightfully known without restriction, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information. Disclosures required by law are permitted if the receiving party gives reasonable advance notice where legally allowed.

Beta, pilot, and preview features

From time to time we may make beta, pilot, preview, or other pre release features available ("Beta Features"). Beta Features are provided on an "as is" basis, may be changed or discontinued at any time, are not subject to any service level commitment, and are excluded from any warranties and indemnity obligations under these Terms. Use of Beta Features is voluntary and at your sole risk.

Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND SERVICES, INCLUDING ALL CONTENT, AI OUTPUTS, TRANSCRIPTS, SUMMARIES, CLASSIFICATIONS, AND RECOMMENDATIONS, ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF DATA, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT AI GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, SUITABLE FOR A PARTICULAR PURPOSE, OR FREE OF BIAS OR HARMFUL CONTENT. ANY SAVINGS, ROI, COST COMPARISONS, CASE STUDIES, OR OTHER FORWARD LOOKING STATEMENTS ON THE SITE ARE ILLUSTRATIVE, NOT PROMISES OF RESULTS, AND ACTUAL OUTCOMES WILL VARY.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL Vocarra OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR USE, ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES, ANY CUSTOMER CONTENT, ANY AI OUTPUT, OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, AND THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY IN THE AGGREGATE ACROSS ALL CLAIMS AND CAUSES OF ACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify, and hold harmless Vocarra and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) your or your users' access to or use of the Site or Services; (ii) Customer Content; (iii) your violation of these Terms, any Order, or any law; (iv) your violation of any third party right, including rights of privacy, publicity, or intellectual property; (v) any dispute between you and an end caller, employee, customer, or third party arising out of use of the Services; and (vi) your failure to obtain required consents for call recording, transcription, automated calls, or messaging. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense.

Suspension and termination

We may suspend or terminate your access to the Site or Services, in whole or in part, with or without notice, if we reasonably believe that: (i) you have violated these Terms or any Order; (ii) your use poses a security, legal, or reputational risk to us, our other customers, or third parties; (iii) continued provision would subject us to liability; or (iv) required by law or by a regulator, carrier, or provider. You may stop using the Services at any time, subject to any commitments in your Order. Upon termination, your right to access and use the Services ends, and the provisions of these Terms that by their nature should survive (including provisions on Customer Content, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and miscellaneous) will survive.

Modifications to the Site, Services, and Terms

We may modify or discontinue the Site or Services, or any feature of them, at any time, with or without notice. We may also update these Terms from time to time. If we make material changes, we will take reasonable steps to notify you (for example, by updating the "Last updated" date, by notice on the Site, or by email). Your continued use of the Site or Services after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, your sole remedy is to stop using the Site and Services.

Governing law and venue

These Terms and any dispute arising out of or related to them or the Services are governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. Subject to the arbitration provision below, the state and federal courts located in Pennsylvania will have exclusive jurisdiction and venue over any dispute that is not subject to arbitration, and you consent to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Dispute resolution; binding arbitration; class action waiver

Please read this section carefully. It affects your legal rights. You and Vocarra agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services, including the formation, interpretation, breach, or termination of these Terms and whether the claims are arbitrable, will be resolved by binding individual arbitration administered by a nationally recognized arbitration provider under its then current commercial rules, except that either party may bring an individual action in small claims court for disputes within its jurisdiction, and either party may seek injunctive or equitable relief in court to protect its intellectual property rights or confidential information. The arbitration will take place in Pennsylvania (or, at your election if you are an individual, in the U.S. county where you reside), and judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. YOU AND Vocarra AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. If any portion of this arbitration and class waiver provision is found unenforceable, the unenforceable portion will be severed and the remainder will be given full effect, except that if the class action waiver is found unenforceable as to any claim, that claim must be litigated in court under the Governing Law and Venue section above.

U.S. export controls and sanctions

The Services may be subject to U.S. export control and sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, and that you are not on any restricted party list maintained by the U.S. government or any other applicable authority. You agree to comply with all applicable export control and sanctions laws in connection with your use of the Services.

Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, labor disputes, internet or telecommunications failures, outages of upstream providers, cyberattacks, pandemics, or governmental actions.

Miscellaneous

These Terms, together with any Order and the Privacy Policy, constitute the entire agreement between you and us regarding the Site and Services and supersede all prior or contemporaneous understandings on that subject. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of that provision. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent; we may assign these Terms at any time without notice. The parties are independent contractors, and nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Notices to you may be given by posting on the Site, in the dashboard, or to any email or phone number you provide; notices to us must be given by the contact information below.

Contact

Questions about these Terms? Email us at legal@vocarra.ai or call +1 (267) 230-9207. A mailing address for formal legal notices will be published here once our business entity is finalized.