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Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of Naitriq AI, Inc.'s ("Naitriq," "we," "our") AI-powered virtual receptionist platform and related services (the "Service"). By accessing or using the Service, you agree to these Terms on behalf of yourself and the company or entity you represent.

1. Eligibility and Accounts

1.1 Eligibility

The Service is available only to businesses and individuals acting on behalf of a business. You must be at least 18 years old and have authority to bind your organization.

1.2 Account Registration

You must provide accurate and complete information when registering. You are responsible for maintaining the security of your account credentials and for any activity that occurs through your account.

1.3 One Account per Entity

You may not create multiple accounts to circumvent plan limits, suspensions, or these Terms.

2. Permitted Use and Acceptable Use

2.1 License

Naitriq grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term solely for your internal business operations, in accordance with these Terms and any applicable order form or statement of work.

2.2 Acceptable Use

You agree not to use the Service to:

1. Violate applicable law or regulation, including telephony, call-recording consent, consumer protection, and anti-spam laws.
2. Impersonate any person or entity or make false or misleading representations to callers.
3. Harass, defraud, deceive, or harm callers or third parties.
4. Provide regulated financial, legal, or medical advice without appropriate oversight and disclosures.
5. Transmit malware, viruses, or harmful code.
6. Interfere with or disrupt the Service or its infrastructure.
7. Circumvent security controls, rate limits, or access restrictions.
8. Reverse engineer or attempt to derive source code or model parameters from the Service.
9. Use the Service to compete with Naitriq or train a competing AI model.
10. Use the Service for hate speech, violence, discrimination, or illegal content.

2.3 AI Disclosure

Where required by law, you must configure the Service to identify itself as an automated AI system when callers directly ask whether they are speaking with a human.

3. Subscription Plans and Billing

3.1 Service Tiers

Naitriq offers the AI Receptionist, AI Client Concierge, AI Wealth Growth Engine, and Enterprise tiers. Features and entitlements for each tier are described in the applicable order form or statement of work.

3.2 Implementation Fees

One-time implementation fees are invoiced at execution of the applicable order form and are non-refundable.

3.3 Usage Overage

Usage exceeding the limits included in your plan will be billed at the per-unit overage rates specified in your order form or statement of work.

3.4 Annual Prepay Discount

Customers who prepay for a full 12-month term receive the applicable annual discount specified in their order form.

3.5 Price Changes

Naitriq may update subscription fees for renewal terms with prior written notice. Mid-term price increases require your written consent.

3.6 Financial-Advisory Disclaimer

The AI Wealth Growth Engine plan and any financial-oriented features of the Service are tools to assist with organization, scheduling, and client communication. They do not constitute investment advice, financial planning services, tax advice, or other regulated advice. You are responsible for complying with all applicable regulatory requirements.

4. Call Recording and Telephony Compliance

4.1 Your Responsibility

You are solely responsible for complying with applicable call-recording, wiretapping, and telephony laws, including obtaining any required caller consents before enabling call recording.

4.2 Required Disclosures

Many jurisdictions require all-party consent for call recording. You must configure and deliver any required pre-call disclosure messages before enabling recording.

4.3 TCPA

If you use the Service for outbound calls or SMS, you are solely responsible for TCPA compliance and related consent requirements.

4.4 Indemnification

You will indemnify, defend, and hold Naitriq harmless from claims, fines, or penalties arising from your failure to comply with telephony laws or consent requirements.

4A. SMS Program Terms

This section applies to SMS messages sent through the Naitriq AI Virtual Receptionist SMS Program.

4A.1 Program Description

Naitriq AI ("Naitriq," "we") operates an SMS messaging program on behalf of business Customers as part of the virtual receptionist Service. Messages may include appointment confirmations, appointment reminders, follow-up messages, service updates, and other communications configured by the Customer. The sending brand name is Naitriq AI.

4A.2 Opt-In

You will only receive SMS messages from the Naitriq AI SMS program if you have explicitly opted in by providing your mobile phone number through a Customer-configured mechanism - such as a web form, verbal consent during a call, or in-person enrollment - and requested or consented to receive text messages. Customers are solely responsible for collecting and documenting valid opt-in consent for every recipient before submitting phone numbers to the Service for SMS delivery.

4A.3 Opt-Out - Reply STOP to Cancel

You may cancel SMS messages at any time. Text STOP to the number from which you received the message. After sending STOP, you will receive one final confirmation message and will receive no further messages unless you re-subscribe by texting START.

4A.4 Help - Reply HELP for Help

For assistance, text HELP to the number from which you received the message. You may also contact the business that enrolled you or reach Naitriq AI support at info@naitriq.com.

4A.5 Message Frequency

Message frequency varies based on the Customer's configuration and your interactions with the Service. For typical appointment-scheduling use cases, you may receive appointment confirmations, reminders, and follow-up messages associated with each scheduled interaction. Message frequency may vary.

4A.6 Message and Data Rates

Message and data rates may apply. All charges are billed by your mobile carrier in accordance with your wireless plan. Naitriq AI does not charge recipients for SMS messages.

4A.7 Carrier Disclaimer

Carriers are not liable for delayed or undelivered messages. Naitriq AI is not responsible for delivery failures caused by third-party carriers or network conditions outside our control.

4A.8 Supported Carriers

Messages are sent via major U.S. wireless carriers participating in the A2P 10DLC program, including (but not limited to) AT&T, Verizon, T-Mobile, Boost Mobile, Cricket Wireless, and US Cellular. Coverage and delivery may vary by carrier and geography.

4A.9 Non-Sharing of Opt-In Data

Mobile opt-in data and consent - including mobile phone numbers, consent records, and messaging preferences - will NOT be shared with any third party or affiliate for their own marketing purposes. This data is used exclusively to deliver the messaging program for which consent was obtained.

4A.10 Customer Responsibility for SMS Compliance

Customers are solely responsible for TCPA compliance with respect to their SMS campaigns configured through the Service, including: (a) obtaining prior express written consent before sending marketing SMS messages; (b) obtaining prior express consent before sending transactional or informational messages; (c) maintaining documented consent records; (d) honoring opt-outs within the required timeframe; and (e) including all required disclosures at the point of opt-in. Failure to comply may result in suspension of SMS features under your account. See also § 4.3.

5. Customer Data

5.1 Ownership

You retain ownership of all data you upload to or generate through the Service, including caller information captured by the Service on your behalf ("Customer Data").

5.2 License to Naitriq

You grant Naitriq a limited license to process Customer Data solely to provide the Service and as described in our Privacy Policy.

5.3 Accuracy

You are responsible for the accuracy and legality of Customer Data you provide to or through the Service.

5.4 No Unlawful Data

You may not upload or process Customer Data that includes: special categories of sensitive personal data (health, biometric, financial account numbers, government IDs) without first entering a Data Processing Agreement with Naitriq and ensuring appropriate safeguards.

6. Fees and Payment

6.1 Fees

You agree to pay fees as described in your selected plan, SOW, or order form. See § 3 for plan-level pricing.

6.2 Billing

Fees are billed monthly (or annually if annual prepay is selected) in advance. All fees are non-refundable except as expressly stated.

6.3 Late Payments

Overdue amounts accrue interest at 1.5%/month (or the maximum permitted by law). Naitriq may suspend the Service for accounts 15 or more days past due with 5 days' written notice.

6.4 Taxes

You are responsible for all applicable taxes.

6.5 Fee Changes

We may change fees with 60 days' prior written notice. Continued use after the notice period constitutes acceptance of new fees.

7. Intellectual Property

7.1 Naitriq IP

Naitriq owns all rights in the Service, including AI models, software, documentation, and branding. These Terms do not transfer any ownership to you.

7.2 Feedback

If you provide feedback or suggestions, Naitriq may use them without restriction or compensation.

7.3 Output

AI-generated output delivered to you through the Service ("Output") may be used for your internal business purposes. Naitriq makes no warranty that Output is accurate, complete, or suitable for any specific purpose. You are responsible for reviewing Output before relying on it.

8. Confidentiality

Each party agrees to hold the other's Confidential Information (as defined in the MSA or, absent an MSA, any non-public information reasonably identified as confidential) in confidence and not disclose it to third parties, using the same care given to its own confidential information (not less than reasonable care).

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, NAITRIQ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF AI OUTPUT. NAITRIQ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

10.1 No Consequential Damages

NAITRIQ WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY.

10.2 Liability Cap

NAITRIQ'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THESE TERMS IN ANY 12-MONTH PERIOD WILL NOT EXCEED THE FEES YOU PAID IN THAT PERIOD.

10.3 Exceptions

These limitations do not apply to (a) your indemnification obligations; (b) your payment obligations; or (c) claims arising from gross negligence or willful misconduct.

11. Indemnification

You will defend, indemnify, and hold Naitriq and its officers, directors, employees, and agents harmless from any third-party claims, damages, fines, penalties, and legal fees arising from: (a) your use of the Service; (b) your Customer Data; (c) your violation of these Terms or applicable law; (d) your failure to obtain call-recording consents; or (e) any content or instructions you configure in the Service.

12. Term and Termination

12.1 Term

These Terms are effective until your account is terminated.

12.2 Termination by You

You may cancel your account at any time through your account settings or by written notice. Cancellation takes effect at the end of your current billing period.

12.3 Termination by Naitriq

We may suspend or terminate your account immediately for: (a) violation of these Terms or the Acceptable Use Policy; (b) fraud or misrepresentation; (c) non-payment; or (d) any use that poses legal or security risk to Naitriq or its users. We will attempt to provide notice where practical.

12.4 Effect

Upon termination, your license ends. You may export Customer Data for 30 days post-termination, after which it will be deleted per our Privacy Policy.

12.5 Survival

Sections 2.2, 3.6, 4, 7, 9, 10, 11, 12.4, and 13 survive termination.

13. General

13.1 Governing Law

These Terms are governed by Delaware law, without regard to conflict-of-law rules.

13.2 Dispute Resolution

Disputes are subject to binding arbitration under AAA Commercial Rules. Each party waives jury trial and class-action rights. You may opt out of arbitration within 30 days of first accepting these Terms by emailing info@naitriq.com.

13.3 Changes to Terms

We may modify these Terms with 30 days' notice. Continued use after the effective date constitutes acceptance. Material changes will be emailed to your account address.

13.4 Entire Agreement

These Terms (together with any MSA, SOW, DPA, and our Privacy Policy) constitute the entire agreement between us.

13.5 Assignment

You may not assign your rights without Naitriq's written consent. We may assign in connection with a merger or acquisition.

13.6 Severability

Unenforceable provisions will be modified to the minimum necessary extent.

13.7 Contact

Legal notices: info@naitriq.com.