Terms of Service

Effective date: [Effective Date] · Version: v1

These Terms are between [Legal Company Name] ("Kooi", "we") of [Registered Address]and the business or organization that creates a workspace ("Customer", "you").

1. Acceptance

By creating an account or workspace, or using Kooi, you agree to these Terms, the Privacy Policy, Acceptable Use Policy, AI / Voice Calling Disclosure and, where applicable, the Data Processing Addendum. If you accept for an organization, you confirm you have authority to bind it. Kooi is intended for businesses, not consumers.

2. Accounts and Workspaces

You must give accurate registration information and keep credentials secure. Each workspace is a separate tenant. The workspace owner controls user access and roles and is responsible for all activity under the workspace.

3. Users

Users must comply with these Terms. Customer is responsible for its users' acts and omissions.

4. Customer Responsibilities

Customer is solely responsible for: its campaigns, scripts, prompts and instructions to AI voice agents; lawful calling; caller identity and number use; required notices; and reviewing outputs before relying on them.

5. Customer-Provided Lead and Contact Data

Customer represents and warrants that it has all rights, permissions, notices and legal bases required to upload, store and process leads, contacts and documents in Kooi and to contact them by automated or AI-generated voice calls. Customer is responsible for obtaining and maintaining all required consents, honoring opt-outs and do-not-call registries, and complying with applicable telemarketing, privacy and telecom laws. Kooidoes not verify Customer's consents and does not provide legal compliance advice.

6. Acceptable Use

Customer must comply with the Acceptable Use Policy.

7. AI Voice Agents and Automated Calling

Kooi provides tools to configure AI voice agents that place or receive calls through third-party telephony providers. Calls involve AI-generated speech and responses. Customer decides whether, when and to whom calls are made, and must make any disclosures required by law (see AI / Voice Calling Disclosure). Kooi may block, limit or pause calling where we reasonably believe it may violate law, provider rules or the AUP.

8. Call Recording and Transcription

Calls may be recorded, transcribed and analyzed as part of the service. Customer is responsible for notifying call participants and obtaining any consent required for recording, transcription and analysis in each relevant jurisdiction.

9. Third-Party Services

Kooi relies on third parties (e.g. telephony, speech-to-text, text-to-speech, language models, cloud hosting, storage, analytics). Their availability and terms may affect the service. Kooi is not responsible for third-party services outside our reasonable control. [List of Telephony, AI, and Infrastructure Providers]

10. Usage Limits

Plans may include limits on calls, minutes, concurrency, storage, users or other metrics. We may apply rate limits to protect the service. [Usage Limits Per Plan]

11. Plans, Pricing, Credits, Wallet and Usage Charges

Fees are set out in the selected plan or order form: [Pricing / Plan Details — see /onboarding/plans]. Prepaid credits or wallet balances are used to pay usage charges (e.g. calls, minutes, AI processing) at the rates then in effect. [Credit Expiry / Balance Rules]. Taxes are Customer's responsibility unless stated otherwise. We may change prices with [Price Change Notice Period, e.g. 30 days] notice.

12. Payments and Refunds

Customer authorizes charges to its payment method. Late or failed payment may lead to suspension. Refunds: [Refund Policy]. Except as required by law or stated above, fees are non-refundable.

13. Suspension and Termination

We may suspend or terminate access for breach, non-payment, legal or provider requirement, or risk to the service or others. Customer may stop using the service and close its workspace at any time [Notice / Minimum Term]. On termination, Customer's data is handled under the Privacy Policy and DPA. Provisions that by nature survive (IP, payment, confidentiality, indemnity, liability, governing law) survive.

14. Intellectual Property

Kooi and its licensors own the platform, software, models, documentation and branding. We grant Customer a limited, non-exclusive, non-transferable right to use the service during the term. Customer may not copy, reverse engineer or resell the service except as law permits.

15. Customer Content and Data

As between the parties, Customer owns its content, leads, documents, and call data ("Customer Data"). Customer grants Kooi a limited license to host, process, transmit, transcribe and analyze Customer Data solely to provide, secure, support and improve the service for Customer and as described in the DPA. [LEGAL REVIEW: whether any use of Customer Data to improve models or generate aggregated data is offered; if so, define precisely; otherwise state that it is not.]

16. AI Output

AI-generated speech, transcripts, summaries, dispositions, lead scores and extracted data may be inaccurate, incomplete or inappropriate. Kooi does not guarantee accuracy. Customer is responsible for reviewing outputs and for decisions made using them, and should not use them as the sole basis for legally significant decisions.

17. Availability

We aim to keep the service available but do not guarantee uninterrupted or error-free operation. [SLA: None / To Be Defined]. Maintenance and third-party outages may occur.

18. Security

We use [DESCRIBE MEASURES ONLY IF VERIFIED] safeguards designed to protect Customer Data. No system is perfectly secure. Customer must secure its credentials and users. See the DPA for incident handling.

19. Confidentiality

Each party will protect the other's non-public information, use it only to perform under these Terms, and disclose it only to personnel and advisors bound by confidentiality, or as required by law. Standard exclusions apply (public, independently developed, already known, lawfully received).

20. Indemnification

Customer will defend and indemnify Kooiagainst third-party claims, fines and costs arising from Customer Data, Customer's calling activities (including lack of consent or violation of telemarketing, privacy or recording laws), breach of the AUP, or misuse of the service. [LEGAL REVIEW: Kooi indemnity, if any, and procedure.]

21. Limitation of Liability

To the extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages or lost profits, and Kooi's total liability is limited to [Liability Cap, e.g. fees paid in the preceding 12 months]. [LEGAL REVIEW: carve-outs and enforceability.]

22. Disclaimers

The service is provided "as is" and "as available". To the extent permitted by law, Kooi disclaims all implied warranties, including merchantability, fitness for a particular purpose and non-infringement, and makes no warranty that use of the service will comply with any law applicable to Customer.

23. Changes to the Service and Terms

We may modify features. We may update these Terms by posting a new version and notifying Customer [NOTICE PERIOD]; continued use after the effective date is acceptance.

24. Governing Law and Jurisdiction

These Terms are governed by [Governing Law]. Disputes are subject to [Jurisdiction].

25. Miscellaneous

Entire agreement; severability; no waiver; assignment (Kooi may assign in a merger or sale; Customer may not without consent); force majeure; notices by email; no third-party beneficiaries; order of precedence: DPA (for personal data), order form, Terms, policies.

26. Contact

[Legal Company Name], [Registered Address]. Support: [support@kooi.ai]. Legal: [legal@kooi.ai].