Terms of Service

Last Updated: November 1, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Vita Marketing Partners, LLC ("Company," "we," "us," or "our"), operating as Voxiety Ai, and you ("Client," "you," or "your"), governing your access to and use of our voice AI services.

By accessing our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use our services.

Company Information:

  • Legal Name: Vita Marketing Partners, LLC

  • Doing Business As: Voxiety Ai

  • Legal Entity Type: Wyoming Limited Liability Company

  • Address: 30 N Gould St #54253, Sheridan, WY 82801, USA

  • Contact Email: contact@voxietyai.com

  • Support Email: support@voxietyai.com

2. Eligibility and B2B Services


2.1 Business Customers Only

Our services are provided exclusively on a business-to-business (B2B) basis. By using our services, you represent and warrant that:

  • You are a business entity, not an individual consumer

  • You are entering into this agreement on behalf of your business

  • You have the authority to bind your organization to these Terms

  • Your use of our services is for business purposes only

  • You are at least 18 years of age and have the legal capacity to contract

2.2 Geographic Availability

Our services are available to businesses operating in the United States and the European Union (the "EU"). Use of services outside these jurisdictions may be subject to additional terms and restrictions.

3. AI Disclosure and Service Description


3.1 Nature of AI Services

IMPORTANT NOTICE: Our services utilize artificial intelligence (AI) technology for voice interactions and automation.

Our AI services include:

  • Automated voice conversation systems

  • Natural language processing and understanding

  • Voice synthesis and speech generation

  • Call handling and routing

  • Conversation analytics and reporting

  • Integration with business communication systems

  • Workflow automation

3.2 AI Limitations and Disclaimers

YOU ACKNOWLEDGE AND AGREE THAT:

AI is Not Perfect: AI systems may:

  • Misunderstand or misinterpret user input

  • Provide incorrect, incomplete, or inappropriate responses

  • Fail to handle certain scenarios or edge cases

  • Experience technical errors or service disruptions

  • Perform differently across accents, languages, or speech patterns

No Guarantee of Accuracy: We do not guarantee that AI-generated responses or automations will be accurate, appropriate, or error-free.

Human Oversight Required: You are responsible for:

  • Implementing appropriate human oversight and review

  • Monitoring AI interactions for quality and compliance

  • Providing escalation paths to human agents when necessary

  • Training staff on AI system capabilities and limitations

Continuous Improvement: AI models are continuously trained and updated, which may result in changes to system behavior and performance.

Not a Substitute for Professional Judgment: Our AI services are tools to assist your business operations and do not constitute:

  • Legal advice

  • Medical advice

  • Financial advice

  • Professional consulting services

  • Guaranteed business outcomes

4. Account Registration and Management


4.1 Account Creation

To use our services, you must:

  • Provide accurate, complete, and current business information

  • Designate authorized representatives to manage your account

  • Maintain the security and confidentiality of account credentials

  • Notify us immediately of any unauthorized access or security breach


4.2 Account Security

You are responsible for:

  • All activities that occur under your account

  • Maintaining strong passwords and enabling multi-factor authentication

  • Restricting access to authorized personnel only

  • Compliance with all applicable laws in your use of the services


4.3 Account Termination

We reserve the right to suspend or terminate your account if:

  • You violate these Terms

  • Your use poses security or legal risks

  • You fail to pay fees when due

  • Required by law or legal process

5. Voice AI Services and Usage Rights


5.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

  • Access and use our voice AI services for your internal business purposes

  • Integrate our services into your business communication workflows

  • Configure and customize services within the provided parameters


5.2 Usage Restrictions

You may NOT:

Prohibited Uses:

  • Use services for illegal, harmful, or fraudulent purposes

  • Violate any applicable laws, including TCPA, privacy laws, or consumer protection regulations

  • Impersonate others or misrepresent your identity or affiliation

  • Interfere with or disrupt service operation or security

  • Attempt to reverse engineer, decompile, or extract source code

  • Use services to harass, abuse, or harm others

  • Make unsolicited calls without proper consent (TCPA violation)

  • Process personal data in violation of privacy laws

  • Use services to collect or harvest user information

  • Resell or sublicense services without written authorization

Compliance Obligations:

  • Obtain all necessary consents for call recording and AI interaction

  • Comply with Do Not Call (DNC) registries and opt-out requests

  • Provide required disclosures to end users about AI use

  • Honor user privacy rights and data protection regulations

  • Implement appropriate safeguards for data security


5.3 AI Disclosure to End Users

CRITICAL REQUIREMENT: You must disclose to end users that they are interacting with an AI system. Specifically:

  • Disclosure must be made at the beginning of voice interactions

  • Users must be informed that calls may be recorded

  • Disclosure must be clear, conspicuous, and in plain language

  • Users must have the option to opt-out or speak with a human agent (where applicable)

Sample Disclosure: "You are speaking with an AI-powered voice assistant. This call may be recorded for quality and training purposes. Press [X] to speak with a human representative."


6. Call Recording and Telecommunications Compliance


6.1 Call Recording Consent

Two-Party Consent States: In jurisdictions requiring all-party consent for call recording (including California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania, Washington), you must:

  • Obtain explicit consent from all parties before recording

  • Provide a clear notice of recording at call commencement

  • Stop recording if consent is withdrawn

One-Party Consent Jurisdictions: In other US states, you must still provide notice of recording as required by applicable law and these Terms.

EU Requirements: Under GDPR and ePrivacy Directive, you must obtain explicit consent for call recording from EU data subjects.


6.2 TCPA Compliance (US)

The Telephone Consumer Protection Act (TCPA) imposes strict requirements on automated calling systems. You agree to:

Prior Express Consent: Obtain prior express written consent before making automated marketing calls or texts

DNC Compliance: Honor the National Do Not Call Registry and maintain internal DNC lists

Identification: Clearly identify your business at the beginning of calls

Opt-Out Mechanism: Provide an easy opt-out mechanism during each call

Time Restrictions: Make calls only during permitted hours (8 am-9 pm recipient's local time)

Prohibited Practices:

  • No calls to emergency lines, hospitals, or numbers where charges apply

  • No predictive dialers to mobile phones without consent

  • No prerecorded messages to residential lines without consent

Penalties: TCPA violations can result in fines up to $1,500 per violation. You are solely responsible for TCPA compliance in your use of our services.

TCPA compliance is your responsibility; we provide tools, but you control calling practices

6.3 International Calling Regulations

For calls to/from the EU:

  • Comply with the ePrivacy Directive and GDPR

  • Obtain consent for electronic communications

  • Honor opt-out requests

  • Provide clear caller identification

7. Data Processing and Privacy


7.1 Data Controller/Processor Relationship

Data Roles:

  • You (Client) are the Data Controller: You determine the purposes and means of processing end-user personal data

  • We are the Data Processor: We process data on your behalf according to your instructions

Data Processing Agreement (DPA): A separate Data Processing Agreement, incorporating Standard Contractual Clauses for international data transfers, is incorporated by reference and governs data processing activities.


7.2 Client Responsibilities for End User Data

You are responsible for:

  • Providing privacy notices to end users

  • Obtaining necessary consents and maintaining records

  • Ensuring a lawful basis for processing personal data

  • Responding to data subject access requests

  • Reporting data breaches to affected individuals as required by law

  • Complying with data localization and residency requirements


7.3 Our Responsibilities

We will:

  • Process data only as instructed by you or as required by law

  • Implement appropriate security measures

  • Assist with data subject requests and breach notifications

  • Notify you of any data breaches within 72 hours

  • Engage subprocessors only with notice to you

  • Delete or return data upon termination (subject to legal retention)


7.4 Voice Data and AI Training

Client Data Ownership: You retain all ownership rights to:

  • Voice recordings

  • Call transcripts

  • Customer data processed through services

  • Business information and configurations

Our Use of Data:

  • Service Delivery: We use your data solely to provide services

8. Service Levels and Support


8.1 Service Availability

We strive to maintain service availability of 99.9% uptime, calculated monthly (excluding scheduled maintenance).

No Guarantee: Service availability is a target, not a guarantee. We do not guarantee uninterrupted or error-free service.

Scheduled Maintenance: We may perform scheduled maintenance with 14 days' advance notice where feasible.


8.2 Support Services

Support Channels:

Support Hours: Business hours: 9 am-5 pm (9:00-17:00) CET, Monday-Friday

Response Times: We aim to respond to support requests within 24 business hours


8.3 Service Modifications

We reserve the right to:

  • Modify, suspend, or discontinue services or features

  • Update AI models and system capabilities

  • Change service specifications with reasonable notice

  • Implement security patches and updates without notice

Notice of Material Changes: We will provide at least 30 days' notice of material changes that negatively impact service functionality.

9. Fees and Payment


9.1 Pricing

Service fees are specified in your service agreement or order form. Current pricing is available upon request.


9.2 Payment Terms

  • Fees are billed monthly in advance or based on usage

  • Payment is within 14 days of invoice date

  • Accepted payment methods: Credit card, ACH transfer, wire transfer

  • Late payments subject to interest of 1.5% per month or maximum allowed by law


9.3 Taxes

You are responsible for all applicable taxes (excluding taxes based on our income). If we are required to collect taxes, they will be added to your invoice.


9.4 Fee Changes

We may change fees with 30 days written notice. Continued use after fee changes constitutes acceptance.


9.5 Non-Payment and Suspension

If fees remain unpaid after 30 days:

  • Services may be suspended without notice

  • We may charge reconnection fees

  • Outstanding amounts remain due

  • We may pursue collection, including legal action

10. Intellectual Property Rights


10.1 Our Intellectual Property

We and our licensors own all rights, title, and interest in:

  • Voice AI technology and algorithms

  • Software, code, and documentation

  • AI models and training data

  • Trademarks, branding, and logos

  • Service improvements and derivative works

Reservation of Rights: All rights not expressly granted to you are reserved by us.


10.2 Your Content and Data

You retain ownership of:

  • Your business content and data

  • Voice recordings and transcripts from your calls

  • Customer data processed through services

  • Your trademarks and branding

Limited License to Us: You grant us a limited license to process your content solely to provide services and as described in our Privacy Policy.


10.3 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about our services:

  • We may use them without obligation or compensation to you

  • You waive any intellectual property claims related to such feedback

  • Feedback does not create a confidential relationship

11. Confidentiality


11.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other, including:

  • Business strategies and plans

  • Technical information and systems

  • Customer data and pricing

  • Service specifications and configurations

11.2 Confidentiality Obligations

Each party agrees to:

  • Maintain confidentiality using reasonable care

  • Use Confidential Information only for purposes of this agreement

  • Limit disclosure to employees with a need-to-know

  • Not disclose to third parties without prior written consent


11.3 Exceptions

Confidentiality obligations do not apply to information that:

  • Is publicly available without a breach of this agreement

  • Was rightfully known prior to disclosure

  • Is independently developed without reference to Confidential Information

  • Must be disclosed pursuant to law or court order (with notice if permitted)

12. Warranties and Disclaimers


12.1 Our Limited Warranties

We warrant that:

  • We have the authority to enter into this agreement

  • Services will be provided in a professional manner consistent with industry standards

  • Services will substantially conform to documentation

Remedy: Your sole remedy for breach of warranty is re-performance of non-conforming services or, if we cannot correct within reasonable time, refund of fees paid for non-conforming services.

12.2 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY STATED IN SECTION 12.1, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.

WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

MERCHANTABILITY: No warranty that services are fit for any particular purpose

FITNESS FOR PURPOSE: No warranty that services meet your specific requirements

NON-INFRINGEMENT: No warranty that services do not infringe third-party rights (but see indemnification)

ACCURACY: No warranty regarding accuracy, reliability, or completeness of AI outputs

AVAILABILITY: No warranty of uninterrupted, timely, secure, or error-free service

RESULTS: No warranty regarding results, outcomes, or business performance from using services

THIRD-PARTY SERVICES: No warranties for third-party integrations or services

AI PERFORMANCE: No warranty that AI will understand all inputs, provide correct responses, or perform without errors

COMPLIANCE: No warranty that services ensure your compliance with all applicable laws (you remain responsible for compliance)


12.3 AI-Specific Disclaimers

AI TECHNOLOGY LIMITATIONS:

Inherent Uncertainties: AI systems are probabilistic and may produce unexpected or incorrect outputs

Training Data Limitations: AI performance depends on training data quality and may not cover all scenarios

Bias and Fairness: Despite efforts to mitigate bias, AI systems may exhibit biases from training data

Context Limitations: AI may not fully understand context, nuance, sarcasm, or cultural references

Evolving Technology: AI technology is rapidly evolving, and system behavior may change

Not Human Judgment: AI does not possess human judgment, common sense, or ethical reasoning

No Professional Services: AI outputs do not constitute professional advice of any kind

You Must Validate: You are responsible for reviewing and validating all AI outputs before relying on them


12.4 Voice AI Quality Disclaimer

VOICE INTERACTION QUALITY:

Voice AI performance depends on many factors outside our control:

  • Audio quality and background noise

  • Accents, dialects, and speech patterns

  • Network connectivity and latency

  • User device and microphone quality

  • Call routing and telephony infrastructure

We cannot guarantee:

  • Successful transcription of all speech

  • Accurate intent recognition in all cases

  • Natural-sounding voice synthesis

  • Smooth conversation flow

  • Appropriate responses in all contexts


12.5 Integration and Compatibility Disclaimer

We do not warrant:

  • Compatibility with all third-party systems or services

  • Continued operation with future versions of third-party platforms

  • Seamless integration with your existing systems

  • That integrations will meet your specific requirements

13. Limitation of Liability


13.1 EXCLUSION OF CONSEQUENTIAL DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR:

  • INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES

  • LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES

  • BUSINESS INTERRUPTION OR LOSS OF GOODWILL

  • COST OF SUBSTITUTE SERVICES

  • DAMAGES ARISING FROM USE OR INABILITY TO USE SERVICES

  • DAMAGES FROM ERRORS, MISTAKES, OR INACCURACIES IN SERVICE

  • DAMAGES FROM UNAUTHORIZED ACCESS OR DATA BREACHES

  • DAMAGES FROM AI ERRORS, MISUNDERSTANDINGS, OR INAPPROPRIATE RESPONSES

THIS EXCLUSION APPLIES REGARDLESS OF:

  • Legal theory (contract, tort, negligence, strict liability, or otherwise)

  • Whether the party was advised of the possibility of such damages

  • Whether the damages were foreseeable


13.2 CAP ON LIABILITY

MAXIMUM LIABILITY CAP:

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

  1. Fees paid by you in the 12 months preceding the claim, OR

  2. $10,000

This cap applies to all causes of action in aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.

13.3 Exceptions to Limitations

Limitations of liability do NOT apply to:

  • Death or personal injury caused by our negligence

  • Fraud or fraudulent misrepresentation

  • Our intentional misconduct or gross negligence

  • Your breach of intellectual property rights

  • Your payment obligations

  • Your indemnification obligations

  • Liabilities that cannot be limited under applicable law


13.4 Essential Purpose

You acknowledge that these limitations of liability are essential elements of the bargain, and we would not provide services without these limitations.


13.5 Allocation of Risk

The limitations of liability reflect an informed, voluntary allocation of risk between the parties. The fees reflect this allocation of risk and limitation of liability.


14. Indemnification


14.1 Your Indemnification of Us

You agree to indemnify, defend, and hold harmless Vita Marketing Partners, LLC, its affiliates, officers, directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

Your Use of Services:

  • Your violation of these Terms

  • Your violation of any law or regulation

  • Your violation of third-party rights

  • TCPA violations arising from your calling practices

  • Privacy law violations in your handling of personal data

  • Failure to obtain required consents from end users

  • Failure to provide required disclosures about AI use

  • Misrepresentation or fraud in your interactions with end users

  • Your content, data, or materials

  • Infringement claims related to your use of services

  • Actions or omissions of your employees, agents, or contractors

  • Disputes with your customers or end users

Business Practices:

  • Deceptive or unfair trade practices

  • False advertising or misrepresentation

  • Unauthorized use of third-party intellectual property

  • Violation of consumer protection laws


14.2 Our Indemnification of You

We agree to indemnify, defend, and hold you harmless from third-party claims that our services infringe or misappropriate third-party intellectual property rights, provided that:

  • You notify us promptly in writing of the claim

  • We have sole control of defense and settlement

  • You provide reasonable cooperation in defense

  • The claim is not based on modifications you made or your combination of services with other products

Our Remedies: If services are found to infringe, we may, at our option:

  1. Obtain the right for you to continue using the services

  2. Replace or modify services to be non-infringing

  3. Terminate services and refund prepaid fees for the unused portion

Exclusions: We have no obligation for claims arising from:

  • Your content or data

  • Modifications you made to services

  • Your combination of services with other products

  • Your continued use after we notify you to stop

  • Use in violation of these Terms


14.3 Indemnification Procedures

Notice: The Party seeking indemnification must promptly notify the indemnifying party of the claim

Control: The Indemnifying party has sole control over defense and settlement

Cooperation: The Party seeking indemnification must reasonably cooperate

No Settlement: Party seeking indemnification may not settle claim without the indemnifying party's consent


15. Term and Termination


15.1 Term

This agreement begins when you first access services and continues until terminated as provided herein.

Subscription Term:
You may terminate at any time with 30 days written notice.

  • Annual subscription: If you have an annual subscription, the initial term is one year and automatically renews for successive 12-month periods unless either party provides 30 days written notice before renewal.

    • No refund of prepaid fees unless otherwise specified in your agreement.

    • Termination is effective at the end of the current billing period.

  • Monthly subscription: If you have a monthly subscription, the initial term is 30 days and automatically renews for successive 30-day periods unless either party provides 30 days written notice before renewal.

    • No refund of prepaid fees unless otherwise specified in your agreement.

    • Termination is effective at the end of the current billing period.


15.2 Termination for Convenience

Your Right to Terminate:

  • No refund of prepaid fees unless otherwise specified in your agreement.

  • Termination is effective at the end of the current billing period.

Our Right to Terminate:

  • We may terminate with 30 days written notice.

  • Refund of prepaid fees for unused services.


15.3 Termination for Cause

Either party may terminate immediately if:

  • The other party materially breaches and fails to cure within 30 days of written notice

  • The other party becomes insolvent, files for bankruptcy, or ceases operations

  • Required by law or regulatory authority

We May Terminate Immediately If:

  • Your use violates laws or regulations

  • Your use poses security or safety risks

  • You fail to pay fees when due (after 30-day notice)

  • You violate usage restrictions or prohibited uses

  • You materially breach confidentiality obligations


15.4 Effect of Termination

Upon Termination:

Immediate Cessation: Your right to access and use services terminates immediately

Data Export: You have 30 days to export your data via the provided tools

Data Deletion: We will delete your data within 90 days after termination, except:

  • Data we must retain for legal compliance

  • Anonymized data used for analytics

  • Data in backups (deleted in normal course)

Outstanding Fees: You remain liable for all fees incurred before termination

Return of Confidential Information: Each party must return or destroy the other party's Confidential Information


15.5 Survival

The following provisions survive termination:

  • Payment obligations

  • Intellectual property rights

  • Confidentiality

  • Warranties and disclaimers

  • Limitation of liability

  • Indemnification

  • Dispute resolution

  • Any provision that by its nature should survive

16. Dispute Resolution


16.1 Informal Resolution

Before initiating formal proceedings, parties agree to attempt informal resolution:

  • Provide written notice describing the dispute

  • Meet and negotiate in good faith for 30 days

  • Senior executives from each party must participate


16.2 Governing Law

This agreement is governed by the laws of:

  • Primary: State of Wyoming, United States

  • Federal Law: US federal law applies where applicable

  • Conflicts of Law: Without regard to conflict of law principles

International Considerations: For EU clients, applicable EU and member state consumer protection, privacy, and regulatory laws apply where mandatory.


16.3 Jurisdiction (EU Clients)

For EU-based clients:

  • Disputes are subject to the jurisdiction of the courts in Germany

  • EU clients retain all rights under applicable consumer protection and mandatory laws

  • Nothing herein waives rights that cannot be waived under applicable law


16.5 Injunctive Relief

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm.

17. General Provisions


17.1 Entire Agreement

These Terms, together with our Privacy Policy, Data Processing Agreement, and any executed service agreements or order forms, constitute the entire agreement and supersede all prior agreements, representations, and understandings.

Order of Precedence: In case of conflict: (1) Executed service agreement; (2) DPA; (3) These Terms; (4) Privacy Policy.


17.2 Amendments

We may modify these Terms with 30 days' notice:

  • Notice via email to the account contact

  • Updated Terms posted on website

  • Continued use constitutes acceptance

  • Material changes highlighted in the notice

Your Rights: If you object to changes, you may terminate within the notice period.


17.3 Assignment

You may not assign this agreement without our prior written consent.

We may assign this agreement to affiliates or in connection with a merger, acquisition, or sale of assets with notice to you.


17.4 Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control, including:

  • Natural disasters, acts of God

  • War, terrorism, civil unrest

  • Government actions, laws, or regulations

  • Internet or telecommunications failures

  • Power outages or infrastructure failures

  • Pandemics or health emergencies

  • Strikes or labor disputes

Obligations: The Affected party must notify the other party and make reasonable efforts to resume performance.

Termination: If force majeure continues for more than 90 days, either party may terminate without penalty.


17.5 Relationship of Parties

Parties are independent contractors. Nothing herein creates:

  • Partnership, joint venture, or agency relationship

  • Employment relationship

  • Franchise or distributor relationship

  • Right to bind the other party or incur obligations on their behalf


17.6 Third-Party Beneficiaries

There are no third-party beneficiaries to this agreement. No person or entity not a party to this agreement has any right to enforce any term.


17.7 Waiver

Failure to enforce any provision does not waive the right to enforce later. Waiver of any breach does not waive subsequent breaches.

Waivers Must Be Written: Any waiver must be in writing and signed by an authorized representative.


17.8 Severability

If any provision is found invalid or unenforceable:

  • The remainder of the Terms remains in effect

  • Invalid provision modified to the minimum extent necessary to make it valid

  • If modification is impossible, the provision is severed


17.9 Notice

Notices Must Be in Writing:

To You: Email to the account contact address or mail to the business address on record

To Us:

  • Email: legal@voxietyai.com

  • Mail: Vita Marketing Partners, LLC, Attn: Legal Department, 30 N Gould St #54253, Sheridan, WY 82801, USA

Effective: Notices are effective upon receipt (email) or 3 business days after mailing.


17.10 Interpretation

  • Headings are for convenience only and do not affect interpretation

  • "Including" means "including without limitation"

  • Singular includes plural and vice versa

  • "Or" is not exclusive unless context requires

  • References to "days" mean calendar days unless specified as "business days"


17.11 Electronic Signatures

This agreement may be executed electronically and in counterparts. Electronic signatures have the same legal effect as original signatures.


17.12 Language

This agreement is in English. Any translation is for convenience only; the English version controls.


17.13 Export Compliance

You agree to comply with all applicable export and import laws, including US Export Administration Regulations and sanctions programs. You represent that you are not located in, under the control of, or a national of any embargoed country or on any restricted party list.


17.14 Government Use

If you are a US government entity, services are "commercial items" as defined in FAR 2.101, and use is governed by these Terms consistent with FAR 12.212 and DFARS 227.7202.


17.15 Equitable Relief

You acknowledge that breach of intellectual property, confidentiality, or usage restrictions may cause irreparable harm for which monetary damages are inadequate, and we are entitled to seek injunctive relief without bond.

18. AI-Specific Terms and Disclaimers


18.1 Responsible AI Use

You agree to use AI services responsibly and ethically:

Prohibited AI Uses:

  • Illegal activities or fraud

  • Harassment, abuse, or threats

  • Impersonation or deception (beyond legitimate business purposes)

  • Discrimination based on protected characteristics

  • Generation of harmful, offensive, or inappropriate content

  • Violation of third-party intellectual property rights

  • Manipulation or exploitation of vulnerable individuals

  • Interference with democratic processes

  • Creation of misleading deepfakes or synthetic media without disclosure


18.2 AI Accuracy and Reliability Disclaimer

NO GUARANTEE OF ACCURACY:

AI systems are not perfect and may:

  • Misunderstand user intent

  • Generate incorrect or nonsensical responses

  • Fail to recognize context or sarcasm

  • Exhibit biases from training data

  • Produce inconsistent responses to similar inputs

  • "Hallucinate" or generate plausible-sounding but false information

YOU ACKNOWLEDGE:

  • AI outputs are suggestions, not facts or professional advice

  • You must verify the accuracy of AI outputs before relying on them

  • You are solely responsible for decisions based on AI outputs

  • We are not liable for errors, inaccuracies, or consequences of AI outputs


18.3 AI Training and Improvement

Model Training:

  • We continuously improve AI models using various data sources

  • We may use anonymized, aggregated data from service usage

  • Client-specific data used for training only with consent and as specified in DPA

  • You can opt-out of data being used for model training

Model Updates:

  • AI models are regularly updated and improved

  • Updates may change system behavior and performance

  • We provide notice of material changes where feasible

  • No guarantee of backward compatibility


18.4 Bias and Fairness

Efforts to Mitigate Bias: We employ techniques to reduce bias in AI systems, including:

  • Diverse training data

  • Bias testing and monitoring

  • Fairness-aware algorithms

  • Regular model audits

No Guarantee: Despite efforts, AI systems may exhibit biases. You are responsible for:

  • Monitoring AI outputs for bias

  • Implementing additional safeguards as needed

  • Ensuring compliance with anti-discrimination laws

  • Providing human oversight for sensitive decisions


18.5 AI Explainability and Transparency

Limited Explainability:

  • AI decision-making processes are complex and may not be fully explainable

  • We provide general explanations of how systems work

  • We cannot always explain why a specific output was generated

  • "Black box" nature is inherent to some AI technologies

Transparency Commitments:

  • We disclose when AI is used in interactions

  • We provide documentation on AI capabilities and limitations

  • We inform of material changes to AI systems

  • We respond to reasonable inquiries about AI functioning


18.6 Human Oversight and Intervention

You Must Provide Human Oversight:

  • Monitor AI interactions for quality and appropriateness

  • Implement escalation paths to human agents

  • Review high-stakes or sensitive interactions

  • Override or correct AI when necessary

Human-in-the-Loop:

  • Some decisions should not be fully automated

  • You determine the appropriate level of human involvement

  • You are responsible for ensuring adequate human oversight

  • We provide tools to facilitate human review


18.7 AI Safety and Security

Safety Measures: We implement safeguards to prevent:

  • Generation of harmful content

  • Exploitation of system vulnerabilities

  • Unauthorized data access

  • Adversarial attacks

Limitations:

  • No system is completely secure

  • Adversaries may develop new attack methods

  • Safety measures may affect system performance

  • False positives/negatives may occur

Reporting:

  • Report safety issues or vulnerabilities to security@voxietyai.com

  • We investigate and address reported issues

  • Responsible disclosure appreciated

19. Specific Legal Disclaimers


19.1 No Legal, Medical, or Financial Advice

NOT PROFESSIONAL ADVICE:

Services do not provide, and AI outputs do not constitute:

  • Legal advice or legal services

  • Medical advice or diagnosis

  • Financial advice or investment recommendations

  • Tax advice

  • Professional consulting services

  • Therapeutic or counseling services

Consult Professionals: Users should consult qualified professionals for advice in these areas.

No Attorney-Client Relationship: Use of services does not create attorney-client, doctor-patient, or similar professional relationships.


19.2 No Guarantee of Regulatory Compliance

Compliance is Your Responsibility:

We do not guarantee that:

  • Services ensure your compliance with laws

  • AI outputs comply with all applicable regulations

  • Services are suitable for regulated industries

  • Services meet specific compliance requirements

You Are Responsible For:

  • Determining whether services are appropriate for your use case

  • Ensuring compliance with all applicable laws

  • Implementing additional controls as needed

  • Obtaining necessary licenses or certifications

  • Conducting your own compliance assessments


19.3 Third-Party Integrations Disclaimer

Third-Party Services:

  • Services may integrate with third-party platforms (e.g., telephony providers, CRM systems)

  • We do not control third-party services

  • We are not responsible for third-party actions, policies, or failures

  • Third-party terms and privacy policies apply

  • Integrations may change or cease without notice

No Endorsement: Inclusion of third-party integrations does not constitute endorsement.


19.4 Results and Performance Disclaimer

NO GUARANTEE OF RESULTS:

We do not guarantee:

  • Specific business outcomes or results

  • Increased sales, revenue, or efficiency

  • Customer satisfaction improvements

  • Cost savings or return on investment

  • Competitive advantages

  • Specific performance metrics

Results vary: Outcomes depend on many factors outside our control, including your implementation, use case, market conditions, and business practices.


19.5 Uptime and Availability Disclaimer

REASONABLE EFFORTS:

We make reasonable efforts to maintain service availability, but do not guarantee:

  • 100% uptime or availability

  • Uninterrupted service

  • Error-free operation

  • Meeting specific performance benchmarks

  • Service during maintenance periods

Maintenance: We may perform scheduled maintenance with notice and emergency maintenance without notice.


19.6 Data Security Disclaimer

SECURITY MEASURES:

We implement industry-standard security measures, but cannot guarantee:

  • Absolute security of data

  • Prevention of all unauthorized access

  • Protection against all cyber threats

  • Zero data breaches

Shared Responsibility: Security is a shared responsibility. You must implement appropriate security measures on your end.


19.7 Telecommunications Disclaimer

CALL QUALITY:

Voice call quality depends on factors outside our control:

  • Telecommunications infrastructure

  • Network connectivity

  • Internet service quality

  • User devices and equipment

  • Third-party telephony providers

We are not responsible for:

  • Poor call quality due to network issues

  • Dropped calls or connection failures

  • Telephony provider outages or limitations

  • Incompatibility with specific carriers or equipment

20. Contact Information

For Questions About These Terms:

  • Email: legal@voxietyai.com

  • Mail: Vita Marketing Partners, LLC, Attn: Legal Department, 30 N Gould St #54253, Sheridan, WY 82801, USA

For Service Support:

For Privacy Matters:

  • See Privacy Policy for contact information

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Last Updated: November 1, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Vita Marketing Partners, LLC ("Company," "we," "us," or "our"), operating as Voxiety Ai, and you ("Client," "you," or "your"), governing your access to and use of our voice AI services.

By accessing our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use our services.

Company Information:

  • Legal Name: Vita Marketing Partners, LLC

  • Doing Business As: Voxiety Ai

  • Legal Entity Type: Wyoming Limited Liability Company

  • Address: 30 N Gould St #54253, Sheridan, WY 82801, USA

  • Contact Email: contact@voxietyai.com

  • Support Email: support@voxietyai.com

2. Eligibility and B2B Services


2.1 Business Customers Only

Our services are provided exclusively on a business-to-business (B2B) basis. By using our services, you represent and warrant that:

  • You are a business entity, not an individual consumer

  • You are entering into this agreement on behalf of your business

  • You have the authority to bind your organization to these Terms

  • Your use of our services is for business purposes only

  • You are at least 18 years of age and have the legal capacity to contract

2.2 Geographic Availability

Our services are available to businesses operating in the United States and the European Union (the "EU"). Use of services outside these jurisdictions may be subject to additional terms and restrictions.

3. AI Disclosure and Service Description


3.1 Nature of AI Services

IMPORTANT NOTICE: Our services utilize artificial intelligence (AI) technology for voice interactions and automation.

Our AI services include:

  • Automated voice conversation systems

  • Natural language processing and understanding

  • Voice synthesis and speech generation

  • Call handling and routing

  • Conversation analytics and reporting

  • Integration with business communication systems

  • Workflow automation

3.2 AI Limitations and Disclaimers

YOU ACKNOWLEDGE AND AGREE THAT:

AI is Not Perfect: AI systems may:

  • Misunderstand or misinterpret user input

  • Provide incorrect, incomplete, or inappropriate responses

  • Fail to handle certain scenarios or edge cases

  • Experience technical errors or service disruptions

  • Perform differently across accents, languages, or speech patterns

No Guarantee of Accuracy: We do not guarantee that AI-generated responses or automations will be accurate, appropriate, or error-free.

Human Oversight Required: You are responsible for:

  • Implementing appropriate human oversight and review

  • Monitoring AI interactions for quality and compliance

  • Providing escalation paths to human agents when necessary

  • Training staff on AI system capabilities and limitations

Continuous Improvement: AI models are continuously trained and updated, which may result in changes to system behavior and performance.

Not a Substitute for Professional Judgment: Our AI services are tools to assist your business operations and do not constitute:

  • Legal advice

  • Medical advice

  • Financial advice

  • Professional consulting services

  • Guaranteed business outcomes

4. Account Registration and Management


4.1 Account Creation

To use our services, you must:

  • Provide accurate, complete, and current business information

  • Designate authorized representatives to manage your account

  • Maintain the security and confidentiality of account credentials

  • Notify us immediately of any unauthorized access or security breach


4.2 Account Security

You are responsible for:

  • All activities that occur under your account

  • Maintaining strong passwords and enabling multi-factor authentication

  • Restricting access to authorized personnel only

  • Compliance with all applicable laws in your use of the services


4.3 Account Termination

We reserve the right to suspend or terminate your account if:

  • You violate these Terms

  • Your use poses security or legal risks

  • You fail to pay fees when due

  • Required by law or legal process

5. Voice AI Services and Usage Rights


5.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

  • Access and use our voice AI services for your internal business purposes

  • Integrate our services into your business communication workflows

  • Configure and customize services within the provided parameters


5.2 Usage Restrictions

You may NOT:

Prohibited Uses:

  • Use services for illegal, harmful, or fraudulent purposes

  • Violate any applicable laws, including TCPA, privacy laws, or consumer protection regulations

  • Impersonate others or misrepresent your identity or affiliation

  • Interfere with or disrupt service operation or security

  • Attempt to reverse engineer, decompile, or extract source code

  • Use services to harass, abuse, or harm others

  • Make unsolicited calls without proper consent (TCPA violation)

  • Process personal data in violation of privacy laws

  • Use services to collect or harvest user information

  • Resell or sublicense services without written authorization

Compliance Obligations:

  • Obtain all necessary consents for call recording and AI interaction

  • Comply with Do Not Call (DNC) registries and opt-out requests

  • Provide required disclosures to end users about AI use

  • Honor user privacy rights and data protection regulations

  • Implement appropriate safeguards for data security


5.3 AI Disclosure to End Users

CRITICAL REQUIREMENT: You must disclose to end users that they are interacting with an AI system. Specifically:

  • Disclosure must be made at the beginning of voice interactions

  • Users must be informed that calls may be recorded

  • Disclosure must be clear, conspicuous, and in plain language

  • Users must have the option to opt-out or speak with a human agent (where applicable)

Sample Disclosure: "You are speaking with an AI-powered voice assistant. This call may be recorded for quality and training purposes. Press [X] to speak with a human representative."


6. Call Recording and Telecommunications Compliance


6.1 Call Recording Consent

Two-Party Consent States: In jurisdictions requiring all-party consent for call recording (including California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania, Washington), you must:

  • Obtain explicit consent from all parties before recording

  • Provide a clear notice of recording at call commencement

  • Stop recording if consent is withdrawn

One-Party Consent Jurisdictions: In other US states, you must still provide notice of recording as required by applicable law and these Terms.

EU Requirements: Under GDPR and ePrivacy Directive, you must obtain explicit consent for call recording from EU data subjects.


6.2 TCPA Compliance (US)

The Telephone Consumer Protection Act (TCPA) imposes strict requirements on automated calling systems. You agree to:

Prior Express Consent: Obtain prior express written consent before making automated marketing calls or texts

DNC Compliance: Honor the National Do Not Call Registry and maintain internal DNC lists

Identification: Clearly identify your business at the beginning of calls

Opt-Out Mechanism: Provide an easy opt-out mechanism during each call

Time Restrictions: Make calls only during permitted hours (8 am-9 pm recipient's local time)

Prohibited Practices:

  • No calls to emergency lines, hospitals, or numbers where charges apply

  • No predictive dialers to mobile phones without consent

  • No prerecorded messages to residential lines without consent

Penalties: TCPA violations can result in fines up to $1,500 per violation. You are solely responsible for TCPA compliance in your use of our services.

TCPA compliance is your responsibility; we provide tools, but you control calling practices

6.3 International Calling Regulations

For calls to/from the EU:

  • Comply with the ePrivacy Directive and GDPR

  • Obtain consent for electronic communications

  • Honor opt-out requests

  • Provide clear caller identification

7. Data Processing and Privacy


7.1 Data Controller/Processor Relationship

Data Roles:

  • You (Client) are the Data Controller: You determine the purposes and means of processing end-user personal data

  • We are the Data Processor: We process data on your behalf according to your instructions

Data Processing Agreement (DPA): A separate Data Processing Agreement, incorporating Standard Contractual Clauses for international data transfers, is incorporated by reference and governs data processing activities.


7.2 Client Responsibilities for End User Data

You are responsible for:

  • Providing privacy notices to end users

  • Obtaining necessary consents and maintaining records

  • Ensuring a lawful basis for processing personal data

  • Responding to data subject access requests

  • Reporting data breaches to affected individuals as required by law

  • Complying with data localization and residency requirements


7.3 Our Responsibilities

We will:

  • Process data only as instructed by you or as required by law

  • Implement appropriate security measures

  • Assist with data subject requests and breach notifications

  • Notify you of any data breaches within 72 hours

  • Engage subprocessors only with notice to you

  • Delete or return data upon termination (subject to legal retention)


7.4 Voice Data and AI Training

Client Data Ownership: You retain all ownership rights to:

  • Voice recordings

  • Call transcripts

  • Customer data processed through services

  • Business information and configurations

Our Use of Data:

  • Service Delivery: We use your data solely to provide services

8. Service Levels and Support


8.1 Service Availability

We strive to maintain service availability of 99.9% uptime, calculated monthly (excluding scheduled maintenance).

No Guarantee: Service availability is a target, not a guarantee. We do not guarantee uninterrupted or error-free service.

Scheduled Maintenance: We may perform scheduled maintenance with 14 days' advance notice where feasible.


8.2 Support Services

Support Channels:

Support Hours: Business hours: 9 am-5 pm (9:00-17:00) CET, Monday-Friday

Response Times: We aim to respond to support requests within 24 business hours


8.3 Service Modifications

We reserve the right to:

  • Modify, suspend, or discontinue services or features

  • Update AI models and system capabilities

  • Change service specifications with reasonable notice

  • Implement security patches and updates without notice

Notice of Material Changes: We will provide at least 30 days' notice of material changes that negatively impact service functionality.

9. Fees and Payment


9.1 Pricing

Service fees are specified in your service agreement or order form. Current pricing is available upon request.


9.2 Payment Terms

  • Fees are billed monthly in advance or based on usage

  • Payment is within 14 days of invoice date

  • Accepted payment methods: Credit card, ACH transfer, wire transfer

  • Late payments subject to interest of 1.5% per month or maximum allowed by law


9.3 Taxes

You are responsible for all applicable taxes (excluding taxes based on our income). If we are required to collect taxes, they will be added to your invoice.


9.4 Fee Changes

We may change fees with 30 days written notice. Continued use after fee changes constitutes acceptance.


9.5 Non-Payment and Suspension

If fees remain unpaid after 30 days:

  • Services may be suspended without notice

  • We may charge reconnection fees

  • Outstanding amounts remain due

  • We may pursue collection, including legal action

10. Intellectual Property Rights


10.1 Our Intellectual Property

We and our licensors own all rights, title, and interest in:

  • Voice AI technology and algorithms

  • Software, code, and documentation

  • AI models and training data

  • Trademarks, branding, and logos

  • Service improvements and derivative works

Reservation of Rights: All rights not expressly granted to you are reserved by us.


10.2 Your Content and Data

You retain ownership of:

  • Your business content and data

  • Voice recordings and transcripts from your calls

  • Customer data processed through services

  • Your trademarks and branding

Limited License to Us: You grant us a limited license to process your content solely to provide services and as described in our Privacy Policy.


10.3 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about our services:

  • We may use them without obligation or compensation to you

  • You waive any intellectual property claims related to such feedback

  • Feedback does not create a confidential relationship

11. Confidentiality


11.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other, including:

  • Business strategies and plans

  • Technical information and systems

  • Customer data and pricing

  • Service specifications and configurations

11.2 Confidentiality Obligations

Each party agrees to:

  • Maintain confidentiality using reasonable care

  • Use Confidential Information only for purposes of this agreement

  • Limit disclosure to employees with a need-to-know

  • Not disclose to third parties without prior written consent


11.3 Exceptions

Confidentiality obligations do not apply to information that:

  • Is publicly available without a breach of this agreement

  • Was rightfully known prior to disclosure

  • Is independently developed without reference to Confidential Information

  • Must be disclosed pursuant to law or court order (with notice if permitted)

12. Warranties and Disclaimers


12.1 Our Limited Warranties

We warrant that:

  • We have the authority to enter into this agreement

  • Services will be provided in a professional manner consistent with industry standards

  • Services will substantially conform to documentation

Remedy: Your sole remedy for breach of warranty is re-performance of non-conforming services or, if we cannot correct within reasonable time, refund of fees paid for non-conforming services.

12.2 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY STATED IN SECTION 12.1, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.

WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

MERCHANTABILITY: No warranty that services are fit for any particular purpose

FITNESS FOR PURPOSE: No warranty that services meet your specific requirements

NON-INFRINGEMENT: No warranty that services do not infringe third-party rights (but see indemnification)

ACCURACY: No warranty regarding accuracy, reliability, or completeness of AI outputs

AVAILABILITY: No warranty of uninterrupted, timely, secure, or error-free service

RESULTS: No warranty regarding results, outcomes, or business performance from using services

THIRD-PARTY SERVICES: No warranties for third-party integrations or services

AI PERFORMANCE: No warranty that AI will understand all inputs, provide correct responses, or perform without errors

COMPLIANCE: No warranty that services ensure your compliance with all applicable laws (you remain responsible for compliance)


12.3 AI-Specific Disclaimers

AI TECHNOLOGY LIMITATIONS:

Inherent Uncertainties: AI systems are probabilistic and may produce unexpected or incorrect outputs

Training Data Limitations: AI performance depends on training data quality and may not cover all scenarios

Bias and Fairness: Despite efforts to mitigate bias, AI systems may exhibit biases from training data

Context Limitations: AI may not fully understand context, nuance, sarcasm, or cultural references

Evolving Technology: AI technology is rapidly evolving, and system behavior may change

Not Human Judgment: AI does not possess human judgment, common sense, or ethical reasoning

No Professional Services: AI outputs do not constitute professional advice of any kind

You Must Validate: You are responsible for reviewing and validating all AI outputs before relying on them


12.4 Voice AI Quality Disclaimer

VOICE INTERACTION QUALITY:

Voice AI performance depends on many factors outside our control:

  • Audio quality and background noise

  • Accents, dialects, and speech patterns

  • Network connectivity and latency

  • User device and microphone quality

  • Call routing and telephony infrastructure

We cannot guarantee:

  • Successful transcription of all speech

  • Accurate intent recognition in all cases

  • Natural-sounding voice synthesis

  • Smooth conversation flow

  • Appropriate responses in all contexts


12.5 Integration and Compatibility Disclaimer

We do not warrant:

  • Compatibility with all third-party systems or services

  • Continued operation with future versions of third-party platforms

  • Seamless integration with your existing systems

  • That integrations will meet your specific requirements

13. Limitation of Liability


13.1 EXCLUSION OF CONSEQUENTIAL DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR:

  • INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES

  • LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES

  • BUSINESS INTERRUPTION OR LOSS OF GOODWILL

  • COST OF SUBSTITUTE SERVICES

  • DAMAGES ARISING FROM USE OR INABILITY TO USE SERVICES

  • DAMAGES FROM ERRORS, MISTAKES, OR INACCURACIES IN SERVICE

  • DAMAGES FROM UNAUTHORIZED ACCESS OR DATA BREACHES

  • DAMAGES FROM AI ERRORS, MISUNDERSTANDINGS, OR INAPPROPRIATE RESPONSES

THIS EXCLUSION APPLIES REGARDLESS OF:

  • Legal theory (contract, tort, negligence, strict liability, or otherwise)

  • Whether the party was advised of the possibility of such damages

  • Whether the damages were foreseeable


13.2 CAP ON LIABILITY

MAXIMUM LIABILITY CAP:

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

  1. Fees paid by you in the 12 months preceding the claim, OR

  2. $10,000

This cap applies to all causes of action in aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.

13.3 Exceptions to Limitations

Limitations of liability do NOT apply to:

  • Death or personal injury caused by our negligence

  • Fraud or fraudulent misrepresentation

  • Our intentional misconduct or gross negligence

  • Your breach of intellectual property rights

  • Your payment obligations

  • Your indemnification obligations

  • Liabilities that cannot be limited under applicable law


13.4 Essential Purpose

You acknowledge that these limitations of liability are essential elements of the bargain, and we would not provide services without these limitations.


13.5 Allocation of Risk

The limitations of liability reflect an informed, voluntary allocation of risk between the parties. The fees reflect this allocation of risk and limitation of liability.


14. Indemnification


14.1 Your Indemnification of Us

You agree to indemnify, defend, and hold harmless Vita Marketing Partners, LLC, its affiliates, officers, directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

Your Use of Services:

  • Your violation of these Terms

  • Your violation of any law or regulation

  • Your violation of third-party rights

  • TCPA violations arising from your calling practices

  • Privacy law violations in your handling of personal data

  • Failure to obtain required consents from end users

  • Failure to provide required disclosures about AI use

  • Misrepresentation or fraud in your interactions with end users

  • Your content, data, or materials

  • Infringement claims related to your use of services

  • Actions or omissions of your employees, agents, or contractors

  • Disputes with your customers or end users

Business Practices:

  • Deceptive or unfair trade practices

  • False advertising or misrepresentation

  • Unauthorized use of third-party intellectual property

  • Violation of consumer protection laws


14.2 Our Indemnification of You

We agree to indemnify, defend, and hold you harmless from third-party claims that our services infringe or misappropriate third-party intellectual property rights, provided that:

  • You notify us promptly in writing of the claim

  • We have sole control of defense and settlement

  • You provide reasonable cooperation in defense

  • The claim is not based on modifications you made or your combination of services with other products

Our Remedies: If services are found to infringe, we may, at our option:

  1. Obtain the right for you to continue using the services

  2. Replace or modify services to be non-infringing

  3. Terminate services and refund prepaid fees for the unused portion

Exclusions: We have no obligation for claims arising from:

  • Your content or data

  • Modifications you made to services

  • Your combination of services with other products

  • Your continued use after we notify you to stop

  • Use in violation of these Terms


14.3 Indemnification Procedures

Notice: The Party seeking indemnification must promptly notify the indemnifying party of the claim

Control: The Indemnifying party has sole control over defense and settlement

Cooperation: The Party seeking indemnification must reasonably cooperate

No Settlement: Party seeking indemnification may not settle claim without the indemnifying party's consent


15. Term and Termination


15.1 Term

This agreement begins when you first access services and continues until terminated as provided herein.

Subscription Term:
You may terminate at any time with 30 days written notice.

  • Annual subscription: If you have an annual subscription, the initial term is one year and automatically renews for successive 12-month periods unless either party provides 30 days written notice before renewal.

    • No refund of prepaid fees unless otherwise specified in your agreement.

    • Termination is effective at the end of the current billing period.

  • Monthly subscription: If you have a monthly subscription, the initial term is 30 days and automatically renews for successive 30-day periods unless either party provides 30 days written notice before renewal.

    • No refund of prepaid fees unless otherwise specified in your agreement.

    • Termination is effective at the end of the current billing period.


15.2 Termination for Convenience

Your Right to Terminate:

  • No refund of prepaid fees unless otherwise specified in your agreement.

  • Termination is effective at the end of the current billing period.

Our Right to Terminate:

  • We may terminate with 30 days written notice.

  • Refund of prepaid fees for unused services.


15.3 Termination for Cause

Either party may terminate immediately if:

  • The other party materially breaches and fails to cure within 30 days of written notice

  • The other party becomes insolvent, files for bankruptcy, or ceases operations

  • Required by law or regulatory authority

We May Terminate Immediately If:

  • Your use violates laws or regulations

  • Your use poses security or safety risks

  • You fail to pay fees when due (after 30-day notice)

  • You violate usage restrictions or prohibited uses

  • You materially breach confidentiality obligations


15.4 Effect of Termination

Upon Termination:

Immediate Cessation: Your right to access and use services terminates immediately

Data Export: You have 30 days to export your data via the provided tools

Data Deletion: We will delete your data within 90 days after termination, except:

  • Data we must retain for legal compliance

  • Anonymized data used for analytics

  • Data in backups (deleted in normal course)

Outstanding Fees: You remain liable for all fees incurred before termination

Return of Confidential Information: Each party must return or destroy the other party's Confidential Information


15.5 Survival

The following provisions survive termination:

  • Payment obligations

  • Intellectual property rights

  • Confidentiality

  • Warranties and disclaimers

  • Limitation of liability

  • Indemnification

  • Dispute resolution

  • Any provision that by its nature should survive

16. Dispute Resolution


16.1 Informal Resolution

Before initiating formal proceedings, parties agree to attempt informal resolution:

  • Provide written notice describing the dispute

  • Meet and negotiate in good faith for 30 days

  • Senior executives from each party must participate


16.2 Governing Law

This agreement is governed by the laws of:

  • Primary: State of Wyoming, United States

  • Federal Law: US federal law applies where applicable

  • Conflicts of Law: Without regard to conflict of law principles

International Considerations: For EU clients, applicable EU and member state consumer protection, privacy, and regulatory laws apply where mandatory.


16.3 Jurisdiction (EU Clients)

For EU-based clients:

  • Disputes are subject to the jurisdiction of the courts in Germany

  • EU clients retain all rights under applicable consumer protection and mandatory laws

  • Nothing herein waives rights that cannot be waived under applicable law


16.5 Injunctive Relief

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm.

17. General Provisions


17.1 Entire Agreement

These Terms, together with our Privacy Policy, Data Processing Agreement, and any executed service agreements or order forms, constitute the entire agreement and supersede all prior agreements, representations, and understandings.

Order of Precedence: In case of conflict: (1) Executed service agreement; (2) DPA; (3) These Terms; (4) Privacy Policy.


17.2 Amendments

We may modify these Terms with 30 days' notice:

  • Notice via email to the account contact

  • Updated Terms posted on website

  • Continued use constitutes acceptance

  • Material changes highlighted in the notice

Your Rights: If you object to changes, you may terminate within the notice period.


17.3 Assignment

You may not assign this agreement without our prior written consent.

We may assign this agreement to affiliates or in connection with a merger, acquisition, or sale of assets with notice to you.


17.4 Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control, including:

  • Natural disasters, acts of God

  • War, terrorism, civil unrest

  • Government actions, laws, or regulations

  • Internet or telecommunications failures

  • Power outages or infrastructure failures

  • Pandemics or health emergencies

  • Strikes or labor disputes

Obligations: The Affected party must notify the other party and make reasonable efforts to resume performance.

Termination: If force majeure continues for more than 90 days, either party may terminate without penalty.


17.5 Relationship of Parties

Parties are independent contractors. Nothing herein creates:

  • Partnership, joint venture, or agency relationship

  • Employment relationship

  • Franchise or distributor relationship

  • Right to bind the other party or incur obligations on their behalf


17.6 Third-Party Beneficiaries

There are no third-party beneficiaries to this agreement. No person or entity not a party to this agreement has any right to enforce any term.


17.7 Waiver

Failure to enforce any provision does not waive the right to enforce later. Waiver of any breach does not waive subsequent breaches.

Waivers Must Be Written: Any waiver must be in writing and signed by an authorized representative.


17.8 Severability

If any provision is found invalid or unenforceable:

  • The remainder of the Terms remains in effect

  • Invalid provision modified to the minimum extent necessary to make it valid

  • If modification is impossible, the provision is severed


17.9 Notice

Notices Must Be in Writing:

To You: Email to the account contact address or mail to the business address on record

To Us:

  • Email: legal@voxietyai.com

  • Mail: Vita Marketing Partners, LLC, Attn: Legal Department, 30 N Gould St #54253, Sheridan, WY 82801, USA

Effective: Notices are effective upon receipt (email) or 3 business days after mailing.


17.10 Interpretation

  • Headings are for convenience only and do not affect interpretation

  • "Including" means "including without limitation"

  • Singular includes plural and vice versa

  • "Or" is not exclusive unless context requires

  • References to "days" mean calendar days unless specified as "business days"


17.11 Electronic Signatures

This agreement may be executed electronically and in counterparts. Electronic signatures have the same legal effect as original signatures.


17.12 Language

This agreement is in English. Any translation is for convenience only; the English version controls.


17.13 Export Compliance

You agree to comply with all applicable export and import laws, including US Export Administration Regulations and sanctions programs. You represent that you are not located in, under the control of, or a national of any embargoed country or on any restricted party list.


17.14 Government Use

If you are a US government entity, services are "commercial items" as defined in FAR 2.101, and use is governed by these Terms consistent with FAR 12.212 and DFARS 227.7202.


17.15 Equitable Relief

You acknowledge that breach of intellectual property, confidentiality, or usage restrictions may cause irreparable harm for which monetary damages are inadequate, and we are entitled to seek injunctive relief without bond.

18. AI-Specific Terms and Disclaimers


18.1 Responsible AI Use

You agree to use AI services responsibly and ethically:

Prohibited AI Uses:

  • Illegal activities or fraud

  • Harassment, abuse, or threats

  • Impersonation or deception (beyond legitimate business purposes)

  • Discrimination based on protected characteristics

  • Generation of harmful, offensive, or inappropriate content

  • Violation of third-party intellectual property rights

  • Manipulation or exploitation of vulnerable individuals

  • Interference with democratic processes

  • Creation of misleading deepfakes or synthetic media without disclosure


18.2 AI Accuracy and Reliability Disclaimer

NO GUARANTEE OF ACCURACY:

AI systems are not perfect and may:

  • Misunderstand user intent

  • Generate incorrect or nonsensical responses

  • Fail to recognize context or sarcasm

  • Exhibit biases from training data

  • Produce inconsistent responses to similar inputs

  • "Hallucinate" or generate plausible-sounding but false information

YOU ACKNOWLEDGE:

  • AI outputs are suggestions, not facts or professional advice

  • You must verify the accuracy of AI outputs before relying on them

  • You are solely responsible for decisions based on AI outputs

  • We are not liable for errors, inaccuracies, or consequences of AI outputs


18.3 AI Training and Improvement

Model Training:

  • We continuously improve AI models using various data sources

  • We may use anonymized, aggregated data from service usage

  • Client-specific data used for training only with consent and as specified in DPA

  • You can opt-out of data being used for model training

Model Updates:

  • AI models are regularly updated and improved

  • Updates may change system behavior and performance

  • We provide notice of material changes where feasible

  • No guarantee of backward compatibility


18.4 Bias and Fairness

Efforts to Mitigate Bias: We employ techniques to reduce bias in AI systems, including:

  • Diverse training data

  • Bias testing and monitoring

  • Fairness-aware algorithms

  • Regular model audits

No Guarantee: Despite efforts, AI systems may exhibit biases. You are responsible for:

  • Monitoring AI outputs for bias

  • Implementing additional safeguards as needed

  • Ensuring compliance with anti-discrimination laws

  • Providing human oversight for sensitive decisions


18.5 AI Explainability and Transparency

Limited Explainability:

  • AI decision-making processes are complex and may not be fully explainable

  • We provide general explanations of how systems work

  • We cannot always explain why a specific output was generated

  • "Black box" nature is inherent to some AI technologies

Transparency Commitments:

  • We disclose when AI is used in interactions

  • We provide documentation on AI capabilities and limitations

  • We inform of material changes to AI systems

  • We respond to reasonable inquiries about AI functioning


18.6 Human Oversight and Intervention

You Must Provide Human Oversight:

  • Monitor AI interactions for quality and appropriateness

  • Implement escalation paths to human agents

  • Review high-stakes or sensitive interactions

  • Override or correct AI when necessary

Human-in-the-Loop:

  • Some decisions should not be fully automated

  • You determine the appropriate level of human involvement

  • You are responsible for ensuring adequate human oversight

  • We provide tools to facilitate human review


18.7 AI Safety and Security

Safety Measures: We implement safeguards to prevent:

  • Generation of harmful content

  • Exploitation of system vulnerabilities

  • Unauthorized data access

  • Adversarial attacks

Limitations:

  • No system is completely secure

  • Adversaries may develop new attack methods

  • Safety measures may affect system performance

  • False positives/negatives may occur

Reporting:

  • Report safety issues or vulnerabilities to security@voxietyai.com

  • We investigate and address reported issues

  • Responsible disclosure appreciated

19. Specific Legal Disclaimers


19.1 No Legal, Medical, or Financial Advice

NOT PROFESSIONAL ADVICE:

Services do not provide, and AI outputs do not constitute:

  • Legal advice or legal services

  • Medical advice or diagnosis

  • Financial advice or investment recommendations

  • Tax advice

  • Professional consulting services

  • Therapeutic or counseling services

Consult Professionals: Users should consult qualified professionals for advice in these areas.

No Attorney-Client Relationship: Use of services does not create attorney-client, doctor-patient, or similar professional relationships.


19.2 No Guarantee of Regulatory Compliance

Compliance is Your Responsibility:

We do not guarantee that:

  • Services ensure your compliance with laws

  • AI outputs comply with all applicable regulations

  • Services are suitable for regulated industries

  • Services meet specific compliance requirements

You Are Responsible For:

  • Determining whether services are appropriate for your use case

  • Ensuring compliance with all applicable laws

  • Implementing additional controls as needed

  • Obtaining necessary licenses or certifications

  • Conducting your own compliance assessments


19.3 Third-Party Integrations Disclaimer

Third-Party Services:

  • Services may integrate with third-party platforms (e.g., telephony providers, CRM systems)

  • We do not control third-party services

  • We are not responsible for third-party actions, policies, or failures

  • Third-party terms and privacy policies apply

  • Integrations may change or cease without notice

No Endorsement: Inclusion of third-party integrations does not constitute endorsement.


19.4 Results and Performance Disclaimer

NO GUARANTEE OF RESULTS:

We do not guarantee:

  • Specific business outcomes or results

  • Increased sales, revenue, or efficiency

  • Customer satisfaction improvements

  • Cost savings or return on investment

  • Competitive advantages

  • Specific performance metrics

Results vary: Outcomes depend on many factors outside our control, including your implementation, use case, market conditions, and business practices.


19.5 Uptime and Availability Disclaimer

REASONABLE EFFORTS:

We make reasonable efforts to maintain service availability, but do not guarantee:

  • 100% uptime or availability

  • Uninterrupted service

  • Error-free operation

  • Meeting specific performance benchmarks

  • Service during maintenance periods

Maintenance: We may perform scheduled maintenance with notice and emergency maintenance without notice.


19.6 Data Security Disclaimer

SECURITY MEASURES:

We implement industry-standard security measures, but cannot guarantee:

  • Absolute security of data

  • Prevention of all unauthorized access

  • Protection against all cyber threats

  • Zero data breaches

Shared Responsibility: Security is a shared responsibility. You must implement appropriate security measures on your end.


19.7 Telecommunications Disclaimer

CALL QUALITY:

Voice call quality depends on factors outside our control:

  • Telecommunications infrastructure

  • Network connectivity

  • Internet service quality

  • User devices and equipment

  • Third-party telephony providers

We are not responsible for:

  • Poor call quality due to network issues

  • Dropped calls or connection failures

  • Telephony provider outages or limitations

  • Incompatibility with specific carriers or equipment

20. Contact Information

For Questions About These Terms:

  • Email: legal@voxietyai.com

  • Mail: Vita Marketing Partners, LLC, Attn: Legal Department, 30 N Gould St #54253, Sheridan, WY 82801, USA

For Service Support:

For Privacy Matters:

  • See Privacy Policy for contact information

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Last Updated: November 1, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Vita Marketing Partners, LLC ("Company," "we," "us," or "our"), operating as Voxiety Ai, and you ("Client," "you," or "your"), governing your access to and use of our voice AI services.

By accessing our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use our services.

Company Information:

  • Legal Name: Vita Marketing Partners, LLC

  • Doing Business As: Voxiety Ai

  • Legal Entity Type: Wyoming Limited Liability Company

  • Address: 30 N Gould St #54253, Sheridan, WY 82801, USA

  • Contact Email: contact@voxietyai.com

  • Support Email: support@voxietyai.com

2. Eligibility and B2B Services


2.1 Business Customers Only

Our services are provided exclusively on a business-to-business (B2B) basis. By using our services, you represent and warrant that:

  • You are a business entity, not an individual consumer

  • You are entering into this agreement on behalf of your business

  • You have the authority to bind your organization to these Terms

  • Your use of our services is for business purposes only

  • You are at least 18 years of age and have the legal capacity to contract

2.2 Geographic Availability

Our services are available to businesses operating in the United States and the European Union (the "EU"). Use of services outside these jurisdictions may be subject to additional terms and restrictions.

3. AI Disclosure and Service Description


3.1 Nature of AI Services

IMPORTANT NOTICE: Our services utilize artificial intelligence (AI) technology for voice interactions and automation.

Our AI services include:

  • Automated voice conversation systems

  • Natural language processing and understanding

  • Voice synthesis and speech generation

  • Call handling and routing

  • Conversation analytics and reporting

  • Integration with business communication systems

  • Workflow automation

3.2 AI Limitations and Disclaimers

YOU ACKNOWLEDGE AND AGREE THAT:

AI is Not Perfect: AI systems may:

  • Misunderstand or misinterpret user input

  • Provide incorrect, incomplete, or inappropriate responses

  • Fail to handle certain scenarios or edge cases

  • Experience technical errors or service disruptions

  • Perform differently across accents, languages, or speech patterns

No Guarantee of Accuracy: We do not guarantee that AI-generated responses or automations will be accurate, appropriate, or error-free.

Human Oversight Required: You are responsible for:

  • Implementing appropriate human oversight and review

  • Monitoring AI interactions for quality and compliance

  • Providing escalation paths to human agents when necessary

  • Training staff on AI system capabilities and limitations

Continuous Improvement: AI models are continuously trained and updated, which may result in changes to system behavior and performance.

Not a Substitute for Professional Judgment: Our AI services are tools to assist your business operations and do not constitute:

  • Legal advice

  • Medical advice

  • Financial advice

  • Professional consulting services

  • Guaranteed business outcomes

4. Account Registration and Management


4.1 Account Creation

To use our services, you must:

  • Provide accurate, complete, and current business information

  • Designate authorized representatives to manage your account

  • Maintain the security and confidentiality of account credentials

  • Notify us immediately of any unauthorized access or security breach


4.2 Account Security

You are responsible for:

  • All activities that occur under your account

  • Maintaining strong passwords and enabling multi-factor authentication

  • Restricting access to authorized personnel only

  • Compliance with all applicable laws in your use of the services


4.3 Account Termination

We reserve the right to suspend or terminate your account if:

  • You violate these Terms

  • Your use poses security or legal risks

  • You fail to pay fees when due

  • Required by law or legal process

5. Voice AI Services and Usage Rights


5.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

  • Access and use our voice AI services for your internal business purposes

  • Integrate our services into your business communication workflows

  • Configure and customize services within the provided parameters


5.2 Usage Restrictions

You may NOT:

Prohibited Uses:

  • Use services for illegal, harmful, or fraudulent purposes

  • Violate any applicable laws, including TCPA, privacy laws, or consumer protection regulations

  • Impersonate others or misrepresent your identity or affiliation

  • Interfere with or disrupt service operation or security

  • Attempt to reverse engineer, decompile, or extract source code

  • Use services to harass, abuse, or harm others

  • Make unsolicited calls without proper consent (TCPA violation)

  • Process personal data in violation of privacy laws

  • Use services to collect or harvest user information

  • Resell or sublicense services without written authorization

Compliance Obligations:

  • Obtain all necessary consents for call recording and AI interaction

  • Comply with Do Not Call (DNC) registries and opt-out requests

  • Provide required disclosures to end users about AI use

  • Honor user privacy rights and data protection regulations

  • Implement appropriate safeguards for data security


5.3 AI Disclosure to End Users

CRITICAL REQUIREMENT: You must disclose to end users that they are interacting with an AI system. Specifically:

  • Disclosure must be made at the beginning of voice interactions

  • Users must be informed that calls may be recorded

  • Disclosure must be clear, conspicuous, and in plain language

  • Users must have the option to opt-out or speak with a human agent (where applicable)

Sample Disclosure: "You are speaking with an AI-powered voice assistant. This call may be recorded for quality and training purposes. Press [X] to speak with a human representative."


6. Call Recording and Telecommunications Compliance


6.1 Call Recording Consent

Two-Party Consent States: In jurisdictions requiring all-party consent for call recording (including California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania, Washington), you must:

  • Obtain explicit consent from all parties before recording

  • Provide a clear notice of recording at call commencement

  • Stop recording if consent is withdrawn

One-Party Consent Jurisdictions: In other US states, you must still provide notice of recording as required by applicable law and these Terms.

EU Requirements: Under GDPR and ePrivacy Directive, you must obtain explicit consent for call recording from EU data subjects.


6.2 TCPA Compliance (US)

The Telephone Consumer Protection Act (TCPA) imposes strict requirements on automated calling systems. You agree to:

Prior Express Consent: Obtain prior express written consent before making automated marketing calls or texts

DNC Compliance: Honor the National Do Not Call Registry and maintain internal DNC lists

Identification: Clearly identify your business at the beginning of calls

Opt-Out Mechanism: Provide an easy opt-out mechanism during each call

Time Restrictions: Make calls only during permitted hours (8 am-9 pm recipient's local time)

Prohibited Practices:

  • No calls to emergency lines, hospitals, or numbers where charges apply

  • No predictive dialers to mobile phones without consent

  • No prerecorded messages to residential lines without consent

Penalties: TCPA violations can result in fines up to $1,500 per violation. You are solely responsible for TCPA compliance in your use of our services.

TCPA compliance is your responsibility; we provide tools, but you control calling practices

6.3 International Calling Regulations

For calls to/from the EU:

  • Comply with the ePrivacy Directive and GDPR

  • Obtain consent for electronic communications

  • Honor opt-out requests

  • Provide clear caller identification

7. Data Processing and Privacy


7.1 Data Controller/Processor Relationship

Data Roles:

  • You (Client) are the Data Controller: You determine the purposes and means of processing end-user personal data

  • We are the Data Processor: We process data on your behalf according to your instructions

Data Processing Agreement (DPA): A separate Data Processing Agreement, incorporating Standard Contractual Clauses for international data transfers, is incorporated by reference and governs data processing activities.


7.2 Client Responsibilities for End User Data

You are responsible for:

  • Providing privacy notices to end users

  • Obtaining necessary consents and maintaining records

  • Ensuring a lawful basis for processing personal data

  • Responding to data subject access requests

  • Reporting data breaches to affected individuals as required by law

  • Complying with data localization and residency requirements


7.3 Our Responsibilities

We will:

  • Process data only as instructed by you or as required by law

  • Implement appropriate security measures

  • Assist with data subject requests and breach notifications

  • Notify you of any data breaches within 72 hours

  • Engage subprocessors only with notice to you

  • Delete or return data upon termination (subject to legal retention)


7.4 Voice Data and AI Training

Client Data Ownership: You retain all ownership rights to:

  • Voice recordings

  • Call transcripts

  • Customer data processed through services

  • Business information and configurations

Our Use of Data:

  • Service Delivery: We use your data solely to provide services

8. Service Levels and Support


8.1 Service Availability

We strive to maintain service availability of 99.9% uptime, calculated monthly (excluding scheduled maintenance).

No Guarantee: Service availability is a target, not a guarantee. We do not guarantee uninterrupted or error-free service.

Scheduled Maintenance: We may perform scheduled maintenance with 14 days' advance notice where feasible.


8.2 Support Services

Support Channels:

Support Hours: Business hours: 9 am-5 pm (9:00-17:00) CET, Monday-Friday

Response Times: We aim to respond to support requests within 24 business hours


8.3 Service Modifications

We reserve the right to:

  • Modify, suspend, or discontinue services or features

  • Update AI models and system capabilities

  • Change service specifications with reasonable notice

  • Implement security patches and updates without notice

Notice of Material Changes: We will provide at least 30 days' notice of material changes that negatively impact service functionality.

9. Fees and Payment


9.1 Pricing

Service fees are specified in your service agreement or order form. Current pricing is available upon request.


9.2 Payment Terms

  • Fees are billed monthly in advance or based on usage

  • Payment is within 14 days of invoice date

  • Accepted payment methods: Credit card, ACH transfer, wire transfer

  • Late payments subject to interest of 1.5% per month or maximum allowed by law


9.3 Taxes

You are responsible for all applicable taxes (excluding taxes based on our income). If we are required to collect taxes, they will be added to your invoice.


9.4 Fee Changes

We may change fees with 30 days written notice. Continued use after fee changes constitutes acceptance.


9.5 Non-Payment and Suspension

If fees remain unpaid after 30 days:

  • Services may be suspended without notice

  • We may charge reconnection fees

  • Outstanding amounts remain due

  • We may pursue collection, including legal action

10. Intellectual Property Rights


10.1 Our Intellectual Property

We and our licensors own all rights, title, and interest in:

  • Voice AI technology and algorithms

  • Software, code, and documentation

  • AI models and training data

  • Trademarks, branding, and logos

  • Service improvements and derivative works

Reservation of Rights: All rights not expressly granted to you are reserved by us.


10.2 Your Content and Data

You retain ownership of:

  • Your business content and data

  • Voice recordings and transcripts from your calls

  • Customer data processed through services

  • Your trademarks and branding

Limited License to Us: You grant us a limited license to process your content solely to provide services and as described in our Privacy Policy.


10.3 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about our services:

  • We may use them without obligation or compensation to you

  • You waive any intellectual property claims related to such feedback

  • Feedback does not create a confidential relationship

11. Confidentiality


11.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other, including:

  • Business strategies and plans

  • Technical information and systems

  • Customer data and pricing

  • Service specifications and configurations

11.2 Confidentiality Obligations

Each party agrees to:

  • Maintain confidentiality using reasonable care

  • Use Confidential Information only for purposes of this agreement

  • Limit disclosure to employees with a need-to-know

  • Not disclose to third parties without prior written consent


11.3 Exceptions

Confidentiality obligations do not apply to information that:

  • Is publicly available without a breach of this agreement

  • Was rightfully known prior to disclosure

  • Is independently developed without reference to Confidential Information

  • Must be disclosed pursuant to law or court order (with notice if permitted)

12. Warranties and Disclaimers


12.1 Our Limited Warranties

We warrant that:

  • We have the authority to enter into this agreement

  • Services will be provided in a professional manner consistent with industry standards

  • Services will substantially conform to documentation

Remedy: Your sole remedy for breach of warranty is re-performance of non-conforming services or, if we cannot correct within reasonable time, refund of fees paid for non-conforming services.

12.2 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY STATED IN SECTION 12.1, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.

WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

MERCHANTABILITY: No warranty that services are fit for any particular purpose

FITNESS FOR PURPOSE: No warranty that services meet your specific requirements

NON-INFRINGEMENT: No warranty that services do not infringe third-party rights (but see indemnification)

ACCURACY: No warranty regarding accuracy, reliability, or completeness of AI outputs

AVAILABILITY: No warranty of uninterrupted, timely, secure, or error-free service

RESULTS: No warranty regarding results, outcomes, or business performance from using services

THIRD-PARTY SERVICES: No warranties for third-party integrations or services

AI PERFORMANCE: No warranty that AI will understand all inputs, provide correct responses, or perform without errors

COMPLIANCE: No warranty that services ensure your compliance with all applicable laws (you remain responsible for compliance)


12.3 AI-Specific Disclaimers

AI TECHNOLOGY LIMITATIONS:

Inherent Uncertainties: AI systems are probabilistic and may produce unexpected or incorrect outputs

Training Data Limitations: AI performance depends on training data quality and may not cover all scenarios

Bias and Fairness: Despite efforts to mitigate bias, AI systems may exhibit biases from training data

Context Limitations: AI may not fully understand context, nuance, sarcasm, or cultural references

Evolving Technology: AI technology is rapidly evolving, and system behavior may change

Not Human Judgment: AI does not possess human judgment, common sense, or ethical reasoning

No Professional Services: AI outputs do not constitute professional advice of any kind

You Must Validate: You are responsible for reviewing and validating all AI outputs before relying on them


12.4 Voice AI Quality Disclaimer

VOICE INTERACTION QUALITY:

Voice AI performance depends on many factors outside our control:

  • Audio quality and background noise

  • Accents, dialects, and speech patterns

  • Network connectivity and latency

  • User device and microphone quality

  • Call routing and telephony infrastructure

We cannot guarantee:

  • Successful transcription of all speech

  • Accurate intent recognition in all cases

  • Natural-sounding voice synthesis

  • Smooth conversation flow

  • Appropriate responses in all contexts


12.5 Integration and Compatibility Disclaimer

We do not warrant:

  • Compatibility with all third-party systems or services

  • Continued operation with future versions of third-party platforms

  • Seamless integration with your existing systems

  • That integrations will meet your specific requirements

13. Limitation of Liability


13.1 EXCLUSION OF CONSEQUENTIAL DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR:

  • INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES

  • LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES

  • BUSINESS INTERRUPTION OR LOSS OF GOODWILL

  • COST OF SUBSTITUTE SERVICES

  • DAMAGES ARISING FROM USE OR INABILITY TO USE SERVICES

  • DAMAGES FROM ERRORS, MISTAKES, OR INACCURACIES IN SERVICE

  • DAMAGES FROM UNAUTHORIZED ACCESS OR DATA BREACHES

  • DAMAGES FROM AI ERRORS, MISUNDERSTANDINGS, OR INAPPROPRIATE RESPONSES

THIS EXCLUSION APPLIES REGARDLESS OF:

  • Legal theory (contract, tort, negligence, strict liability, or otherwise)

  • Whether the party was advised of the possibility of such damages

  • Whether the damages were foreseeable


13.2 CAP ON LIABILITY

MAXIMUM LIABILITY CAP:

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

  1. Fees paid by you in the 12 months preceding the claim, OR

  2. $10,000

This cap applies to all causes of action in aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.

13.3 Exceptions to Limitations

Limitations of liability do NOT apply to:

  • Death or personal injury caused by our negligence

  • Fraud or fraudulent misrepresentation

  • Our intentional misconduct or gross negligence

  • Your breach of intellectual property rights

  • Your payment obligations

  • Your indemnification obligations

  • Liabilities that cannot be limited under applicable law


13.4 Essential Purpose

You acknowledge that these limitations of liability are essential elements of the bargain, and we would not provide services without these limitations.


13.5 Allocation of Risk

The limitations of liability reflect an informed, voluntary allocation of risk between the parties. The fees reflect this allocation of risk and limitation of liability.


14. Indemnification


14.1 Your Indemnification of Us

You agree to indemnify, defend, and hold harmless Vita Marketing Partners, LLC, its affiliates, officers, directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

Your Use of Services:

  • Your violation of these Terms

  • Your violation of any law or regulation

  • Your violation of third-party rights

  • TCPA violations arising from your calling practices

  • Privacy law violations in your handling of personal data

  • Failure to obtain required consents from end users

  • Failure to provide required disclosures about AI use

  • Misrepresentation or fraud in your interactions with end users

  • Your content, data, or materials

  • Infringement claims related to your use of services

  • Actions or omissions of your employees, agents, or contractors

  • Disputes with your customers or end users

Business Practices:

  • Deceptive or unfair trade practices

  • False advertising or misrepresentation

  • Unauthorized use of third-party intellectual property

  • Violation of consumer protection laws


14.2 Our Indemnification of You

We agree to indemnify, defend, and hold you harmless from third-party claims that our services infringe or misappropriate third-party intellectual property rights, provided that:

  • You notify us promptly in writing of the claim

  • We have sole control of defense and settlement

  • You provide reasonable cooperation in defense

  • The claim is not based on modifications you made or your combination of services with other products

Our Remedies: If services are found to infringe, we may, at our option:

  1. Obtain the right for you to continue using the services

  2. Replace or modify services to be non-infringing

  3. Terminate services and refund prepaid fees for the unused portion

Exclusions: We have no obligation for claims arising from:

  • Your content or data

  • Modifications you made to services

  • Your combination of services with other products

  • Your continued use after we notify you to stop

  • Use in violation of these Terms


14.3 Indemnification Procedures

Notice: The Party seeking indemnification must promptly notify the indemnifying party of the claim

Control: The Indemnifying party has sole control over defense and settlement

Cooperation: The Party seeking indemnification must reasonably cooperate

No Settlement: Party seeking indemnification may not settle claim without the indemnifying party's consent


15. Term and Termination


15.1 Term

This agreement begins when you first access services and continues until terminated as provided herein.

Subscription Term:
You may terminate at any time with 30 days written notice.

  • Annual subscription: If you have an annual subscription, the initial term is one year and automatically renews for successive 12-month periods unless either party provides 30 days written notice before renewal.

    • No refund of prepaid fees unless otherwise specified in your agreement.

    • Termination is effective at the end of the current billing period.

  • Monthly subscription: If you have a monthly subscription, the initial term is 30 days and automatically renews for successive 30-day periods unless either party provides 30 days written notice before renewal.

    • No refund of prepaid fees unless otherwise specified in your agreement.

    • Termination is effective at the end of the current billing period.


15.2 Termination for Convenience

Your Right to Terminate:

  • No refund of prepaid fees unless otherwise specified in your agreement.

  • Termination is effective at the end of the current billing period.

Our Right to Terminate:

  • We may terminate with 30 days written notice.

  • Refund of prepaid fees for unused services.


15.3 Termination for Cause

Either party may terminate immediately if:

  • The other party materially breaches and fails to cure within 30 days of written notice

  • The other party becomes insolvent, files for bankruptcy, or ceases operations

  • Required by law or regulatory authority

We May Terminate Immediately If:

  • Your use violates laws or regulations

  • Your use poses security or safety risks

  • You fail to pay fees when due (after 30-day notice)

  • You violate usage restrictions or prohibited uses

  • You materially breach confidentiality obligations


15.4 Effect of Termination

Upon Termination:

Immediate Cessation: Your right to access and use services terminates immediately

Data Export: You have 30 days to export your data via the provided tools

Data Deletion: We will delete your data within 90 days after termination, except:

  • Data we must retain for legal compliance

  • Anonymized data used for analytics

  • Data in backups (deleted in normal course)

Outstanding Fees: You remain liable for all fees incurred before termination

Return of Confidential Information: Each party must return or destroy the other party's Confidential Information


15.5 Survival

The following provisions survive termination:

  • Payment obligations

  • Intellectual property rights

  • Confidentiality

  • Warranties and disclaimers

  • Limitation of liability

  • Indemnification

  • Dispute resolution

  • Any provision that by its nature should survive

16. Dispute Resolution


16.1 Informal Resolution

Before initiating formal proceedings, parties agree to attempt informal resolution:

  • Provide written notice describing the dispute

  • Meet and negotiate in good faith for 30 days

  • Senior executives from each party must participate


16.2 Governing Law

This agreement is governed by the laws of:

  • Primary: State of Wyoming, United States

  • Federal Law: US federal law applies where applicable

  • Conflicts of Law: Without regard to conflict of law principles

International Considerations: For EU clients, applicable EU and member state consumer protection, privacy, and regulatory laws apply where mandatory.


16.3 Jurisdiction (EU Clients)

For EU-based clients:

  • Disputes are subject to the jurisdiction of the courts in Germany

  • EU clients retain all rights under applicable consumer protection and mandatory laws

  • Nothing herein waives rights that cannot be waived under applicable law


16.5 Injunctive Relief

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm.

17. General Provisions


17.1 Entire Agreement

These Terms, together with our Privacy Policy, Data Processing Agreement, and any executed service agreements or order forms, constitute the entire agreement and supersede all prior agreements, representations, and understandings.

Order of Precedence: In case of conflict: (1) Executed service agreement; (2) DPA; (3) These Terms; (4) Privacy Policy.


17.2 Amendments

We may modify these Terms with 30 days' notice:

  • Notice via email to the account contact

  • Updated Terms posted on website

  • Continued use constitutes acceptance

  • Material changes highlighted in the notice

Your Rights: If you object to changes, you may terminate within the notice period.


17.3 Assignment

You may not assign this agreement without our prior written consent.

We may assign this agreement to affiliates or in connection with a merger, acquisition, or sale of assets with notice to you.


17.4 Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control, including:

  • Natural disasters, acts of God

  • War, terrorism, civil unrest

  • Government actions, laws, or regulations

  • Internet or telecommunications failures

  • Power outages or infrastructure failures

  • Pandemics or health emergencies

  • Strikes or labor disputes

Obligations: The Affected party must notify the other party and make reasonable efforts to resume performance.

Termination: If force majeure continues for more than 90 days, either party may terminate without penalty.


17.5 Relationship of Parties

Parties are independent contractors. Nothing herein creates:

  • Partnership, joint venture, or agency relationship

  • Employment relationship

  • Franchise or distributor relationship

  • Right to bind the other party or incur obligations on their behalf


17.6 Third-Party Beneficiaries

There are no third-party beneficiaries to this agreement. No person or entity not a party to this agreement has any right to enforce any term.


17.7 Waiver

Failure to enforce any provision does not waive the right to enforce later. Waiver of any breach does not waive subsequent breaches.

Waivers Must Be Written: Any waiver must be in writing and signed by an authorized representative.


17.8 Severability

If any provision is found invalid or unenforceable:

  • The remainder of the Terms remains in effect

  • Invalid provision modified to the minimum extent necessary to make it valid

  • If modification is impossible, the provision is severed


17.9 Notice

Notices Must Be in Writing:

To You: Email to the account contact address or mail to the business address on record

To Us:

  • Email: legal@voxietyai.com

  • Mail: Vita Marketing Partners, LLC, Attn: Legal Department, 30 N Gould St #54253, Sheridan, WY 82801, USA

Effective: Notices are effective upon receipt (email) or 3 business days after mailing.


17.10 Interpretation

  • Headings are for convenience only and do not affect interpretation

  • "Including" means "including without limitation"

  • Singular includes plural and vice versa

  • "Or" is not exclusive unless context requires

  • References to "days" mean calendar days unless specified as "business days"


17.11 Electronic Signatures

This agreement may be executed electronically and in counterparts. Electronic signatures have the same legal effect as original signatures.


17.12 Language

This agreement is in English. Any translation is for convenience only; the English version controls.


17.13 Export Compliance

You agree to comply with all applicable export and import laws, including US Export Administration Regulations and sanctions programs. You represent that you are not located in, under the control of, or a national of any embargoed country or on any restricted party list.


17.14 Government Use

If you are a US government entity, services are "commercial items" as defined in FAR 2.101, and use is governed by these Terms consistent with FAR 12.212 and DFARS 227.7202.


17.15 Equitable Relief

You acknowledge that breach of intellectual property, confidentiality, or usage restrictions may cause irreparable harm for which monetary damages are inadequate, and we are entitled to seek injunctive relief without bond.

18. AI-Specific Terms and Disclaimers


18.1 Responsible AI Use

You agree to use AI services responsibly and ethically:

Prohibited AI Uses:

  • Illegal activities or fraud

  • Harassment, abuse, or threats

  • Impersonation or deception (beyond legitimate business purposes)

  • Discrimination based on protected characteristics

  • Generation of harmful, offensive, or inappropriate content

  • Violation of third-party intellectual property rights

  • Manipulation or exploitation of vulnerable individuals

  • Interference with democratic processes

  • Creation of misleading deepfakes or synthetic media without disclosure


18.2 AI Accuracy and Reliability Disclaimer

NO GUARANTEE OF ACCURACY:

AI systems are not perfect and may:

  • Misunderstand user intent

  • Generate incorrect or nonsensical responses

  • Fail to recognize context or sarcasm

  • Exhibit biases from training data

  • Produce inconsistent responses to similar inputs

  • "Hallucinate" or generate plausible-sounding but false information

YOU ACKNOWLEDGE:

  • AI outputs are suggestions, not facts or professional advice

  • You must verify the accuracy of AI outputs before relying on them

  • You are solely responsible for decisions based on AI outputs

  • We are not liable for errors, inaccuracies, or consequences of AI outputs


18.3 AI Training and Improvement

Model Training:

  • We continuously improve AI models using various data sources

  • We may use anonymized, aggregated data from service usage

  • Client-specific data used for training only with consent and as specified in DPA

  • You can opt-out of data being used for model training

Model Updates:

  • AI models are regularly updated and improved

  • Updates may change system behavior and performance

  • We provide notice of material changes where feasible

  • No guarantee of backward compatibility


18.4 Bias and Fairness

Efforts to Mitigate Bias: We employ techniques to reduce bias in AI systems, including:

  • Diverse training data

  • Bias testing and monitoring

  • Fairness-aware algorithms

  • Regular model audits

No Guarantee: Despite efforts, AI systems may exhibit biases. You are responsible for:

  • Monitoring AI outputs for bias

  • Implementing additional safeguards as needed

  • Ensuring compliance with anti-discrimination laws

  • Providing human oversight for sensitive decisions


18.5 AI Explainability and Transparency

Limited Explainability:

  • AI decision-making processes are complex and may not be fully explainable

  • We provide general explanations of how systems work

  • We cannot always explain why a specific output was generated

  • "Black box" nature is inherent to some AI technologies

Transparency Commitments:

  • We disclose when AI is used in interactions

  • We provide documentation on AI capabilities and limitations

  • We inform of material changes to AI systems

  • We respond to reasonable inquiries about AI functioning


18.6 Human Oversight and Intervention

You Must Provide Human Oversight:

  • Monitor AI interactions for quality and appropriateness

  • Implement escalation paths to human agents

  • Review high-stakes or sensitive interactions

  • Override or correct AI when necessary

Human-in-the-Loop:

  • Some decisions should not be fully automated

  • You determine the appropriate level of human involvement

  • You are responsible for ensuring adequate human oversight

  • We provide tools to facilitate human review


18.7 AI Safety and Security

Safety Measures: We implement safeguards to prevent:

  • Generation of harmful content

  • Exploitation of system vulnerabilities

  • Unauthorized data access

  • Adversarial attacks

Limitations:

  • No system is completely secure

  • Adversaries may develop new attack methods

  • Safety measures may affect system performance

  • False positives/negatives may occur

Reporting:

  • Report safety issues or vulnerabilities to security@voxietyai.com

  • We investigate and address reported issues

  • Responsible disclosure appreciated

19. Specific Legal Disclaimers


19.1 No Legal, Medical, or Financial Advice

NOT PROFESSIONAL ADVICE:

Services do not provide, and AI outputs do not constitute:

  • Legal advice or legal services

  • Medical advice or diagnosis

  • Financial advice or investment recommendations

  • Tax advice

  • Professional consulting services

  • Therapeutic or counseling services

Consult Professionals: Users should consult qualified professionals for advice in these areas.

No Attorney-Client Relationship: Use of services does not create attorney-client, doctor-patient, or similar professional relationships.


19.2 No Guarantee of Regulatory Compliance

Compliance is Your Responsibility:

We do not guarantee that:

  • Services ensure your compliance with laws

  • AI outputs comply with all applicable regulations

  • Services are suitable for regulated industries

  • Services meet specific compliance requirements

You Are Responsible For:

  • Determining whether services are appropriate for your use case

  • Ensuring compliance with all applicable laws

  • Implementing additional controls as needed

  • Obtaining necessary licenses or certifications

  • Conducting your own compliance assessments


19.3 Third-Party Integrations Disclaimer

Third-Party Services:

  • Services may integrate with third-party platforms (e.g., telephony providers, CRM systems)

  • We do not control third-party services

  • We are not responsible for third-party actions, policies, or failures

  • Third-party terms and privacy policies apply

  • Integrations may change or cease without notice

No Endorsement: Inclusion of third-party integrations does not constitute endorsement.


19.4 Results and Performance Disclaimer

NO GUARANTEE OF RESULTS:

We do not guarantee:

  • Specific business outcomes or results

  • Increased sales, revenue, or efficiency

  • Customer satisfaction improvements

  • Cost savings or return on investment

  • Competitive advantages

  • Specific performance metrics

Results vary: Outcomes depend on many factors outside our control, including your implementation, use case, market conditions, and business practices.


19.5 Uptime and Availability Disclaimer

REASONABLE EFFORTS:

We make reasonable efforts to maintain service availability, but do not guarantee:

  • 100% uptime or availability

  • Uninterrupted service

  • Error-free operation

  • Meeting specific performance benchmarks

  • Service during maintenance periods

Maintenance: We may perform scheduled maintenance with notice and emergency maintenance without notice.


19.6 Data Security Disclaimer

SECURITY MEASURES:

We implement industry-standard security measures, but cannot guarantee:

  • Absolute security of data

  • Prevention of all unauthorized access

  • Protection against all cyber threats

  • Zero data breaches

Shared Responsibility: Security is a shared responsibility. You must implement appropriate security measures on your end.


19.7 Telecommunications Disclaimer

CALL QUALITY:

Voice call quality depends on factors outside our control:

  • Telecommunications infrastructure

  • Network connectivity

  • Internet service quality

  • User devices and equipment

  • Third-party telephony providers

We are not responsible for:

  • Poor call quality due to network issues

  • Dropped calls or connection failures

  • Telephony provider outages or limitations

  • Incompatibility with specific carriers or equipment

20. Contact Information

For Questions About These Terms:

  • Email: legal@voxietyai.com

  • Mail: Vita Marketing Partners, LLC, Attn: Legal Department, 30 N Gould St #54253, Sheridan, WY 82801, USA

For Service Support:

For Privacy Matters:

  • See Privacy Policy for contact information

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

© 2025 | Vita Marketing Partners, LLC

© 2025 | Vita Marketing Partners, LLC