Terms of Service

You accept these Terms by (a) clicking “I agree” or a similar control during sign-up, (b) accessing the Service via API key, or (c) executing an Order Form that references these Terms. Acceptance constitutes a valid electronic signature under the U.S. ESIGN Act and the EU eIDAS Regulation. If you do not have authority to bind the Customer, do not accept these Terms.

OLISE is an AI-powered phone-operator software-as-a-service (SaaS) platform. The Service includes inbound and outbound voice automation, real-time transcription, structured intent extraction, integrations with third-party calendar, mail, and scheduling providers, a web dashboard, and supporting APIs. The Service may evolve; we may release new features, deprecate underused ones with notice, and improve underlying models.

• You must provide accurate, current, complete information.
• You must be at least 18 years old and legally capable of entering a contract.
• You are responsible for the security of your credentials and for all actions taken under your account. We strongly recommend MFA for admins.
• You must notify us promptly of any suspected unauthorized access.

• You may cancel at any time from your billing settings; cancellation takes effect at the end of the then-current billing period.
• Fees for partial billing periods are non-refundable, except where required by law.
• Annual goodwill refund. First-time annual subscriptions cancelled within 30 days of initial purchase qualify for a pro-rated refund of the unused portion. Subsequent renewals do not qualify.
• Excess usage credits granted as a goodwill gesture are non-cash, non-transferable, and expire at the end of the billing period in which they are issued.

Use of the Service is subject to our Acceptable Use Policy. In summary, you may not use the Service to (a) conduct unsolicited robocalls in violation of the TCPA or analogous laws, (b) violate intellectual-property rights, (c) transmit malware, (d) interfere with the Service, (e) reverse engineer the platform, (f) resell access without our written consent, or (g) handle protected health information without an executed Business Associate Agreement.

• You own your data. The Customer retains all right, title, and interest in and to the Customer Data submitted to or generated by the Service on its behalf.
• Limited license to operate. The Customer grants OLISE a non-exclusive, royalty-free, worldwide license to host, copy, transmit, and display Customer Data solely as necessary to provide the Service.
• No training of general AI models. OLISE will not use Customer Data to train, fine-tune, or otherwise improve any general-purpose AI model. This is a non-negotiable commitment.
• DPA. Processing of personal data is governed by our Data Processing Addendum, which is incorporated by reference.
• Aggregate data. OLISE may compute and use de-identified, aggregate statistics about Service usage to improve the platform, provided no Customer or individual is identifiable.

• OLISE, the OLISE logo, and related marks are trademarks of Olise Technologies LLC. Unauthorized use is prohibited.
• All rights in and to the Service, the platform code, models, prompts, documentation, and other materials provided by OLISE remain with OLISE and its licensors.
• Feedback license. If you provide suggestions or feedback, you grant OLISE a perpetual, irrevocable, royalty-free license to use the feedback for any purpose, without obligation or attribution.

Each party may disclose Confidential Information of the other in the course of the relationship. The receiving party will (a) use Confidential Information solely to perform under these Terms, (b) protect it with reasonable care (no less than the care it uses for its own confidential information), and (c) limit access to personnel and contractors with a need to know who are bound by confidentiality obligations no less protective than these Terms. Confidential Information does not include information that is publicly known, independently developed, or rightfully received from a third party without confidentiality obligations.

OLISE warrants that the Service will be performed with reasonable skill and care consistent with industry standards. Except for the foregoing, the Service is provided “AS IS” and “AS AVAILABLE”. To the maximum extent permitted by law, OLISE disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy of AI-generated outputs, non-infringement, and warranties arising from course of dealing. AI-generated content may contain inaccuracies; you are responsible for reviewing outputs before relying on them for material decisions.

To the maximum extent permitted by law, except for the carve-outs below, each party’s total cumulative liability arising out of or related to these Terms, whether in contract, tort, or otherwise, will not exceed the fees paid by the Customer to OLISE in the twelve (12) months preceding the event giving rise to the claim. Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.

Carve-outs. The cap and exclusions above do not apply to (a) either party’s indemnification obligations, (b) breach of confidentiality, (c) either party’s gross negligence or willful misconduct, (d) infringement of the other party’s intellectual property, (e) Customer’s payment obligations.

By OLISE. OLISE will defend the Customer against third-party claims alleging that the Service, as provided by OLISE and used in accordance with these Terms, infringes a third party’s intellectual-property right, and will indemnify the Customer for damages finally awarded or settled.

By Customer. The Customer will defend OLISE against third-party claims arising out of (a) Customer Data, (b) the Customer’s use of the Service in violation of law or these Terms, or (c) the Customer’s products or services, and will indemnify OLISE for damages finally awarded or settled.

The indemnifying party’s obligations are conditioned on the indemnified party (i) giving prompt written notice, (ii) granting the indemnifying party sole control of the defense, and (iii) reasonably cooperating.

• For convenience. Either party may terminate a subscription at the end of the then-current term by giving 30 days’ notice.
• For cause. Either party may terminate immediately on written notice if the other party (a) materially breaches these Terms and fails to cure within 14 days of written notice, or (b) becomes insolvent or files for bankruptcy.
• Effects. Upon termination, access to the Service ends. The Customer may export its data for 30 days after termination via the standard export tools. Thereafter, OLISE will delete Customer Data per Section 10 of the DPA.
• Survival. Sections 7, 8, 9, 10, 11, 12, 16, 17, and 20–22 survive termination.

OLISE may suspend the Service or specific features, with or without notice, if (a) fees are more than 15 days overdue, (b) Customer’s use violates the AUP or presents a security or legal risk, or (c) required by law. We will narrowly tailor the suspension to the cause and restore service promptly upon resolution.

Neither party is liable for failure to perform (other than payment obligations) due to events beyond reasonable control, including natural disasters, war, terrorism, civil disorder, labor disputes, government action, internet or telecommunications outages, and pandemics.

These Terms are governed by the laws of the State of Florida, USA, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. [Jurisdiction may move to Delaware after the Company’s anticipated reincorporation as a Delaware C-Corp.]

• Informal resolution first. Before filing a claim, the parties will attempt good-faith resolution by sending a written notice describing the dispute and proposed remedy. If unresolved within 60 days, either party may proceed to arbitration.
• Binding arbitration. Any dispute not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat is Tampa, Florida. The arbitrator’s award is final and enforceable in any court of competent jurisdiction.
• Class action waiver. Each party waives the right to participate in a class, collective, or representative action.
• Jury waiver. Each party waives the right to a jury trial.
• Small claims exception. Either party may bring an individual action in small-claims court for disputes within that court’s jurisdiction.
• Injunctive relief. Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual-property rights or confidential information.

We may modify these Terms from time to time. For material changes, we will give at least 30 days’ notice by email and by posting the updated Terms with a new “Last updated” date. Your continued use after the effective date constitutes acceptance.

Notices to OLISE must be sent to legal@olise.ai with a copy to the registered office. Notices to the Customer will be sent to the email address on file for the account’s primary admin.

• Severability. If any provision is unenforceable, the remaining provisions remain in effect.
• Waiver. A failure to enforce any provision is not a waiver.
• Assignment. The Customer may not assign these Terms without OLISE’s consent, except to an affiliate or in connection with a merger or sale of all or substantially all assets, provided the assignee assumes all obligations.
• Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, or agency relationship.
• Third-party beneficiaries. None.
• Export controls. The Customer will comply with all applicable export and sanctions laws (US OFAC, EU dual-use, UK ECJU).

These Terms, the AUP, the DPA, the Privacy Policy, the SLA (if applicable to the plan), and any executed Order Form constitute the entire agreement between the parties and supersede all prior agreements, proposals, and communications. In case of conflict, the Order Form prevails over these Terms, which prevail over the policies referenced.

legal@olise.ai · Olise Technologies LLC, Tampa, Florida — address TBD pending sunbiz filing, Tampa, FL, USA.