-1.svg)
Effective Date: September 9, 2024
This Service Agreement ("Agreement") is made between Solea Inc., a company duly incorporated under the laws of Delaware, United States, with its registered address at 8 The Green STE A, Dover, Delaware 19901, United States of America ("Solea," "Company," "we," "us," or "our") and you, the user ("Customer," "you"). This Agreement governs your access to and use of the Services provided by Solea, including any other related services, software, and documentation ("Services"). By using our Services, you agree to comply with and be bound by the terms of this Agreement.
Solea provides voice AI technology services that facilitate automated communications, call handling, and voice recognition ("Voice AI Services"). These Services may be used to streamline business communications, enable AI-generated conversations, and offer AI support for telephony tasks.
3.1 Fees and Charges
The Customer agrees to pay all fees associated with the use of the Services, which include both a base subscription fee (‘Service Fee’) and additional charges based on actual usage (‘Usage Fee’) as outlined in the applicable order form, invoice, or pricing schedule provided by Solea. Service Fees are billed periodically in accordance with the subscription plan, while Usage Fees are billed based on the Customer’s actual use of the Services within a given billing cycle. Payment obligations are non-cancelable, and fees paid are non-refundable unless otherwise agreed in writing.
3.2 Payment Schedule
Payments for the Services are due within fourteen (14) days from the invoice date, unless otherwise specified in a separate agreement. Invoices shall be provided electronically to the Customer’s designated contact. Solea reserves the right to suspend or terminate access to the Services if payment is not received within this period.
3.3 Late Payment Penalties
If payment is not received by the due date, Solea reserves the right to charge a late payment penalty of 1.5% per month, or the maximum rate allowed by law, whichever is less. The Customer agrees to pay any such interest along with the overdue amount.
3.4 Taxes
All fees are exclusive of any applicable taxes, duties, levies, or similar governmental assessments, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). The Customer is responsible for paying all Taxes associated with its purchases unless Solea is legally obligated to collect and remit such Taxes.
3.6 Subscription Cancellation
a. Cancellation by Customer: The Customer may cancel the subscription for the Services at any time by providing Solea with at least thirty (30) days' written notice prior to the intended cancellation date. The cancellation will take effect at the end of the current billing cycle following the thirty (30) days' notice period. Solea will continue to provide the Services until the effective cancellation date. No refund will be provided for any pre-paid fees applicable to the notice period.
b. Fixed-Term Contracts: If the Customer has entered into a fixed-term contract with Solea for a specified period (e.g., 12 months), the Customer agrees to be bound by the term of that contract. Early cancellation within a fixed-term contract may only occur if specifically agreed in writing by Solea. In such cases, the Customer may be liable for any early termination fees as outlined in the contract or order form.
c. Exception for Breach: Notwithstanding the above, the Customer retains the right to cancel the subscription without penalty in the event that Solea materially breaches its obligations under this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice from the Customer.
4.1 Delivery of Services
Solea will provide the Services in accordance with the timeline and terms set forth in the applicable order or agreement. The Customer acknowledges that all delivery times are estimates, and delays may occur due to unforeseen circumstances. Solea shall not be held responsible for delays beyond its reasonable control.
4.2 Consequences of Delay
In the event of delays attributable to Solea exceeding thirty (30) days beyond the agreed service delivery date, the Customer may request a fee adjustment or extension of service terms. If the delay is caused by Solea’s gross negligence or willful misconduct, the Customer may terminate the Agreement with a written notice and receive a prorated refund for any prepaid fees for the undelivered portion of the Services. Solea and the Customer shall endeavor to resolve any disputes related to delivery delays through negotiation in good faith. If the parties are unable to resolve the dispute, it shall be resolved through binding arbitration, as outlined in Section 18.
5.1 Service Acceptance
Upon completion of the Services or any milestone agreed upon between the parties, the Customer will have ten (10) business days to review the deliverables and notify Solea of any deficiencies or non-compliance with the agreed specifications. If no notice is provided within this period, the Services will be deemed accepted.
5.2 Corrections
If the Customer provides written notice of deficiencies within the acceptance period, Solea will work to correct any identified issues at no additional cost to the Customer, provided that such deficiencies are within the scope of the Services outlined in this Agreement.
6.1 Right to Suspend
Solea reserves the right to suspend the Services if the Customer fails to pay any fees by the due date, without prejudice to Solea’s other rights and remedies. Such suspension shall not relieve the Customer of its obligation to pay any outstanding fees.
6.2 Termination for Non-Payment
If payment is more than fourteen (14) days overdue, Solea reserves the right to terminate this Agreement immediately and to pursue all legal remedies available, including but not limited to, seeking payment of all outstanding fees, interest, and penalties.
6.3 Collection Costs
In the event of non-payment, the Customer agrees to reimburse Solea for all reasonable legal fees, collection costs, and other expenses incurred in pursuing collection of overdue amounts.
7.1 Customer's Responsibility
The Customer acknowledges and agrees to comply with all relevant laws, including but not limited to the Telephone Consumer Protection Act (TCPA), California Consumer Privacy Act (CCPA), General Data Protection Regulation (GDPR), and other applicable state, federal, and international telecommunication regulations. Solea is not responsible for ensuring the Customer’s compliance with these laws.
7.2 Prior Express Written Consent
The Customer is solely responsible for obtaining the required prior express written consent from all individuals and entities contacted through the Services, particularly when using AI-generated voice communications. The Customer must ensure that such consent is clear, unambiguous, and meets all legal requirements for contacting individuals via automated telephonic means, including obtaining explicit permission when contacting recipients on mobile phones or other restricted services.
7.3 No Opt-Out Obligation
Solea does not provide any opt-out mechanisms as part of its Services. The Customer acknowledges that it is solely responsible for ensuring compliance with all legal obligations regarding consumer consent and managing any opt-out requests in accordance with telemarketing laws, including compliance with Do Not Call lists, and other relevant federal, state, or international laws governing unsolicited communications. Any liability or penalties arising from failure to comply with such requirements rest entirely with the Customer.
8.1 Recording Consent
The Customer agrees to comply with all applicable wiretap and call recording laws, including obtaining consent from all parties to any call recorded using Solea's Services. In jurisdictions where two-party consent is required, the Customer must inform the other party before recording the conversation. Solea shall not be held responsible for the Customer’s failure to comply with applicable consent laws.
8.2 Use of Recordings
Recorded conversations through Solea's Services are solely used for quality assurance, service improvement, and verification purposes. These recordings are not used for AI training or shared with third parties, except as required by law. The Customer agrees to notify its call recipients that their communications may be recorded in accordance with applicable privacy laws.
8.3 Data Security
Solea shall implement industry-standard security measures to protect any recordings and Customer Data stored on its systems. However, Solea shall not be held responsible for any unauthorized access or use of such data by third parties, including, but not limited to, hacking incidents, data breaches, or unauthorized employee access. The Customer agrees to notify Solea immediately in case of any security breach or suspicious activity regarding Customer Data.
9.1 Review and Liability for AI-Generated Content
Solea provides AI-generated outputs based on the Customer’s inputs. The Customer is responsible for reviewing all AI-generated content and communications prior to their use and remains solely responsible for the accuracy, legality, and appropriateness of such outputs. Solea disclaims all liability for any errors or inaccuracies in AI-generated outputs or any resulting claims related to their use.
9.2 Suitability of Outputs
Solea does not warrant that AI-generated outputs will be appropriate or tailored to meet the Customer's specific legal, business, or operational needs. The Customer acknowledges that the results generated by Solea's Voice AI technology may not always be fit for purpose and must be reviewed for accuracy, compliance, and suitability by the Customer before use.
9.3 Third-Party Risks
The Customer acknowledges that the AI-generated outputs may inadvertently incorporate third-party content or ideas, which may infringe on intellectual property rights. Solea does not assume responsibility for identifying such risks, and the Customer agrees to indemnify and hold Solea harmless for any intellectual property claims arising from the Customer’s use of AI-generated outputs.
10.1 Ownership of Customer Data
The Customer retains ownership of all data, including voice recordings and communications, provided to Solea for processing. Solea, in turn, retains a non-exclusive, royalty-free right to use anonymized or aggregated data solely to improve its Services.
10.2 Data Privacy Compliance
The Customer is responsible for ensuring compliance with all applicable privacy laws, including the GDPR and CCPA, related to the processing, recording, and storage of personal data through Solea's Services. This includes obtaining all necessary consents from individuals whose personal data may be processed or recorded.
10.3 No Use of Data for AI Training
Solea does not use any Customer data, including recorded communications, for AI training or machine learning model enhancement unless explicitly authorized by the Customer.
11.1 Limitation of Liability
Solea is not liable for any damages, direct or indirect, arising from the Customer’s misuse of the Services or failure to comply with applicable telecommunication, privacy, or intellectual property laws. This includes but is not limited to violations of the TCPA, CCPA, or GDPR.
11.2 Indemnification
The Customer agrees to indemnify, defend, and hold harmless Solea Inc., its officers, directors, employees, agents, and affiliates (collectively, "Indemnified Parties"), from and against any and all claims, actions, demands, suits, liabilities, damages, judgments, losses, costs, expenses, and attorneys' fees (collectively, “Claims”) arising out of or related to: (i) any breach of this Agreement by the Customer, including but not limited to violations of any telecommunication, privacy, or intellectual property laws; (ii) any misuse or unauthorized use of the Services by the Customer or its employees, agents, contractors, or representatives; (iii) any claim that the Customer’s data, content, or use of the Services infringes upon the rights of any third party, including intellectual property rights; (iv) any violation of law, regulation, or governmental order by the Customer.
12.1 Customer’s Responsibility for Third-Party Rights
The Customer agrees that any use of Solea’s Services that infringes upon third-party intellectual property rights is solely the responsibility of the Customer. Solea assumes no liability for claims of infringement that arise from the Customer’s inputs, use of AI-generated outputs, or communications.
12.2 Indemnification for Third-Party Claims
The Customer shall defend, indemnify, and hold harmless Solea from any claims or actions brought against Solea by third parties as a result of the Customer’s violation of intellectual property rights.
Solea provides the Services on an "as-is" basis without any warranties of any kind, express or implied. Solea disclaims all warranties regarding the accuracy, performance, reliability, or fitness of the Services for any particular purpose, including their use in compliance with legal and business requirements. Solea makes no guarantee that the Services will be free from errors or interruptions. Solea disclaims all implied warranties, including but not limited to warranties of data security, data integrity, and the suitability of AI-generated outputs for any particular legal, business, or operational purposes. The Customer assumes full responsibility for ensuring that any data processed or stored using the Services complies with applicable laws and regulations.
14.1 Consent for Automated Calls
The Customer is solely responsible for ensuring that all recipients of AI-generated or automated calls have provided express consent as required by the TCPA and other applicable laws. Solea does not assume responsibility for contacting individuals without consent, and any legal or financial liability for such actions rests with the Customer. The Customer is solely responsible for ensuring compliance with all applicable telemarketing regulations, including but not limited to maintaining and honoring 'Do Not Call' lists and adhering to consent requirements under applicable telecommunication laws. Solea assumes no liability for the Customer’s failure to implement or enforce these requirements.
14.2 Telemarketing Regulations
The Customer acknowledges that using Solea’s Services for telemarketing purposes must comply with all applicable federal, state, and international telemarketing regulations, including but not limited to the Federal Trade Commission's Telemarketing Sales Rule and Do Not Call Registry requirements.
15.1 No Guarantee of Service Availability
Solea does not guarantee that the Services will be available at all times. Interruptions, delays, or outages may occur due to maintenance, technical issues, or other unforeseeable circumstances. Solea shall not be liable for any loss of business or operational disruptions resulting from such interruptions or outages.
15.2 Modification of Services
Solea reserves the right to modify or discontinue any portion of the Services to comply with legal obligations, adapt to technological changes, or for other business reasons. Any modifications to the Services will be communicated to the Customer, and the Customer agrees that continued use constitutes acceptance of the modified Services.
16.1 Confidential Information
Both parties agree to maintain the confidentiality of proprietary and confidential information exchanged during the course of this Agreement. This includes any information marked confidential, as well as any information that a reasonable person would consider confidential. Neither party shall disclose confidential information to third parties without the prior written consent of the other party.
17.1 Termination by Solea
Solea reserves the right to terminate the Agreement and access to Services for any violation of these terms, failure to comply with applicable laws, or misuse of the Services. In such cases, Solea will provide notice of termination, and the Customer will forfeit any pre-paid fees for the duration of the Agreement.
17.2 Termination by Customer
The Customer reserves the right to terminate this Agreement if Solea fails to deliver the Services as outlined in this Agreement or the applicable order. If Solea is unable to remedy the failure within thirty (30) days after receiving written notice from the Customer, the Customer may terminate the Agreement without incurring any further payment obligations, and Solea will refund any unused portion of prepaid fees for the affected services.
17.3 Mutual Termination
Both parties may mutually agree to terminate this Agreement at any time upon written consent. In the event of mutual termination, the Customer shall be entitled to a refund of any unused portion of prepaid fees for the affected services, calculated pro rata based on the effective termination date.
17.4 Survival of Terms
The terms related to confidentiality, indemnification, limitation of liability, and other applicable sections shall survive termination of this Agreement.
18.1 Binding Arbitration
Any controversy or claim arising out of or relating to this Agreement, including service delays, shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Smaller disputes, those involving claims under $50,000, will be subject to AAA's fast-track arbitration procedures to minimize costs and expedite resolution.
· Location of Arbitration: The arbitration shall be conducted in Delaware, USA, unless otherwise mutually agreed by the parties. For international customers, the arbitration may be conducted via videoconference or other virtual means as agreed upon by the parties, to minimize costs and logistical challenges.
· Costs and Fees: Each party shall be responsible for its own attorneys’ fees and costs, provided, however, that the prevailing party in any arbitration shall be entitled to recover its reasonable attorneys’ fees, costs, and arbitration expenses from the non-prevailing party, unless the arbitrator determines that such an award would be inequitable under the circumstances.
· Arbitration Procedure: The arbitration will be conducted by a single arbitrator selected by mutual agreement of the parties. If the parties cannot agree on an arbitrator, one will be selected in accordance with the AAA rules. The arbitrator’s decision shall be final and binding, and no appeal shall be allowed.
· Waiver of Class Actions: The parties agree that all disputes will be resolved solely on an individual basis and that both parties waive the right to participate in a class, collective, or other representative action.
· Confidentiality of Proceedings: All arbitration proceedings, including but not limited to any rulings, decisions, or awards, shall be kept confidential by the parties and shall not be disclosed to any third party without the prior written consent of the other party, except as required by law or to enforce a legal right.
18.2 Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any arbitration will take place in Delaware, USA.
The Customer agrees to indemnify, defend, and hold harmless Solea, its officers, directors, employees, and agents from any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Customer’s misuse of the Services, unauthorized access to the Services, data breaches attributable to the Customer, or any claims that the Customer’s use of the Services infringes the intellectual property rights of any third party.
The Services are provided "as-is" and "as available," and Solea Inc. disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and availability. Solea does not warrant that the Services will meet the Customer's requirements, be error-free, uninterrupted, secure, or timely, or that defects will be corrected. Solea disclaims any liability for any harm or damages caused by delays, errors, or omissions resulting from the Customer's use of the Services.
To the maximum extent permitted by law, Solea Inc., its affiliates, directors, officers, employees, and agents shall not be liable to the Customer or any third party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or damages arising from the Customer’s inability to use the Services, whether based on contract, tort (including negligence), strict liability, or any other theory of law, even if Solea has been advised of the possibility of such damages.
21.1 Total Liability Cap
In no event shall Solea’s total aggregate liability for all claims arising from or related to this Agreement exceed the amount of fees paid by the Customer to Solea in the twelve (12) months preceding the event giving rise to the claim.
21.2 Exclusion for Gross Negligence and Willful Misconduct
Notwithstanding the foregoing, nothing in this Agreement shall limit or exclude Solea’s liability for: (i) gross negligence or willful misconduct; (ii) fraud or fraudulent misrepresentation; (iii) any liability that cannot be excluded or limited by applicable law.
21.3 Liability for Data Breach or Privacy Violations
Solea’s liability for any breach of data security or violation of privacy laws, including GDPR or CCPA, shall be limited to direct damages and shall not exceed the greater of $50,000 or the amount of fees paid by the Customer in the twelve (12) months preceding the claim, provided such breach or violation is not the result of Solea’s gross negligence or willful misconduct. In cases where the Customer is subject to penalties or regulatory fines, Solea’s liability may be adjusted in accordance with the overall service value, to reflect potential damages in significant data breaches.
The Customer acknowledges that the Services provided by Solea Inc. may be subject to export control laws and regulations. The Customer agrees to comply with all applicable export control laws, including but not limited to those of the United States, the European Union, and any other jurisdiction in which the Customer uses the Services. The Customer represents that it is not located in any embargoed or restricted country, nor is it subject to any sanctions or export restrictions that would prohibit the use of the Services. Solea assumes no liability for the Customer’s failure to comply with export control laws.
If any provision of this Agreement is found to be unlawful, void, or unenforceable, that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions.
Solea Inc. reserves the right to amend or modify these Terms and Conditions at any time by providing notice to the Customer. Any amendments or modifications will be effective immediately upon posting the revised terms on Solea's website. Continued use of the Services by the Customer constitutes acceptance of any such amendments or modifications.
Solea Inc. shall not be held liable for any loss, damage, or legal disputes arising from third-party use or misuse of the Services. The Customer acknowledges that Solea Inc. has no control over the actions of third parties and, therefore, cannot be responsible for any unlawful or unauthorized use of the Services by the Customer, its employees, agents, or third parties. It is the sole responsibility of the Customer to ensure that the use of the Services complies with all applicable laws and regulations, including but not limited to telemarketing, call recording, and data protection laws.
If the Customer is dissatisfied with the Services, the Customer’s sole and exclusive remedy shall be to discontinue using the Services and terminate this Agreement. Solea Inc. shall not be liable for any direct, indirect, incidental, special, or consequential damages, including but not limited to loss of business, profits, or revenue arising out of or in connection with the Services, even if Solea has been advised of the possibility of such damages.
The Customer acknowledges that Solea Inc. does not provide legal, business, or compliance advice regarding the use of the Services. Any legal or business decisions regarding the Customer’s use of the Services are the sole responsibility of the Customer. The Customer agrees to seek appropriate legal or business advice to ensure compliance with applicable laws and regulations related to the Customer's business operations, including the use of AI-generated voice technology.
The Customer acknowledges and agrees that it is solely responsible for reviewing and assessing the content, accuracy, legality, and suitability of any AI-generated outputs before using them for any business purposes. Solea Inc. makes no warranties or representations regarding the accuracy or appropriateness of any AI-generated content for specific use cases. The Customer shall exercise its own business judgment in evaluating whether such AI-generated content complies with applicable laws and intellectual property rights. The Customer assumes all risks associated with the use of AI technology and holds Solea Inc. harmless from any liabilities resulting from the Customer’s reliance on such outputs.
The Customer assumes all risks associated with the use of the Services and agrees to release, discharge, and hold Solea Inc. harmless from any claims, damages, or losses arising from such use, including any claims related to the transmission of incorrect, misleading, or otherwise inaccurate data or information through the Services. The Customer acknowledges that the use of AI-powered voice technology may involve inherent risks, including the potential for technical errors, data misinterpretation, or miscommunication, and agrees to assume full responsibility for such risks.
Solea Inc. does not take responsibility for the content of the Customer Data transmitted or stored using the Services. The Customer retains all rights and responsibilities for the legality, accuracy, and appropriateness of the Customer Data, including ensuring that such data does not violate any third-party rights or applicable laws. The Customer agrees to indemnify Solea Inc. from any claims or liabilities arising from the Customer’s failure to comply with these responsibilities.
Solea Inc. does not actively monitor any data or content transmitted through its Services. The Customer acknowledges that Solea Inc. has no obligation to review or assess the content of Customer Data or communications, including AI-generated content, to ensure compliance with any legal or regulatory requirements. Any monitoring or review of data is done solely at the discretion of Solea Inc. and shall not create any duty or liability on the part of Solea Inc. to ensure compliance with applicable laws.
Solea Inc. shall not be held liable for any failure to perform its obligations under this Agreement if such failure is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government action, labor disputes, or technical malfunctions beyond the control of Solea. In the event of a force majeure event, Solea’s obligations under this Agreement shall be suspended for the duration of the force majeure event. In addition to the events listed in this clause, force majeure events include but are not limited to pandemics, epidemics, changes in law or regulation, failure of third-party service providers (including cloud infrastructure providers), and strikes. Solea shall not be held liable for any delays, failures, or interruptions in the performance of its obligations due to such events, and its obligations shall be suspended for the duration of the force majeure event.
The failure of Solea Inc. to enforce any provision of this Agreement or to take action in the event of a breach of this Agreement by the Customer shall not be construed as a waiver of Solea’s rights or remedies regarding any future breach of the same or any other provision of this Agreement.
This Agreement constitutes the entire agreement between Solea Inc. and the Customer regarding the subject matter hereof and supersedes any prior or contemporaneous agreements, communications, and understandings, whether written or oral.
For any questions or concerns related to this Agreement or the Services, please contact Solea Inc. at:
Solea Inc.
8 The Green STE A
Dover, Delaware 19901
United States of America
Email: info@solea.ai
This Agreement is effective as of the date the Customer accesses or uses the Services.