Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or entity, referred to as "you," "your," or "User") and LogicOne AI, Inc. ("Company," "we," "us," or "our") governing your access to and use of the LogicOne AI platform, including all associated software, features, services, and content (collectively, the "Services").

BY ACCESSING OR USING THE 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 TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "your" will refer to both you individually and that organization.

2. Nature of Services - Software Provider Only

2.1 LogicOne AI as Technology Provider

LogicOne AI is EXCLUSIVELY a software and technology platform provider. We provide tools and technology that enable automated calling, AI voice agents, SMS messaging, and related telecommunications functionality. We are NOT a telecommunications carrier, call center operator, marketing agency, or legal advisor. We provide the software; you determine how to use it.

2.2 User Sole Responsibility for Compliance

YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR:

• Ensuring your use of the Services complies with ALL applicable federal, state, local, and international laws and regulations
• Obtaining all necessary consents, permissions, and authorizations before contacting any individual
• Complying with the Telephone Consumer Protection Act (TCPA) and all FCC regulations
• Complying with state-specific telemarketing laws and regulations
• Maintaining and honoring Do-Not-Call (DNC) lists at federal, state, and company levels
• Complying with CAN-SPAM Act requirements for any messaging
• Complying with call recording consent laws in all applicable jurisdictions
• Ensuring your AI agent scripts and content are truthful, non-deceptive, and legally compliant
• Complying with industry-specific regulations (healthcare, financial services, etc.)
• The content, accuracy, and legality of all data you upload or use with the Services
• Any and all consequences arising from your use of the Services

2.3 No Legal Advice

LogicOne AI does NOT provide legal advice. Any compliance features, tools, or guidance provided within the Services (such as quiet hours settings, DNC checking, or consent management) are offered as convenience features only and do NOT constitute legal compliance advice. You should consult with qualified legal counsel to ensure your specific use cases comply with applicable laws.

2.4 Indemnification for Compliance Failures

You agree to indemnify, defend, and hold harmless LogicOne AI and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to your failure to comply with applicable laws and regulations, including but not limited to TCPA violations, state telemarketing law violations, DNC violations, or any other regulatory violations.

3. Acceptable Use Policy

3.1 Permitted Uses

The Services are intended for legitimate business communications purposes only. You may use the Services for:

• Outbound sales and lead qualification with proper consent
• Customer service and support communications
• Appointment scheduling and reminders with proper consent
• Other lawful business purposes that comply with all applicable laws

3.2 Prohibited Uses

You agree NOT to use the Services to:

• Make calls or send messages without proper consent as required by law
• Contact numbers on the National Do-Not-Call Registry without an applicable exemption
• Engage in any form of fraud, deception, or misrepresentation
• Impersonate any person or entity or misrepresent your affiliation
• Harass, abuse, threaten, or intimidate any person
• Transmit any unlawful, defamatory, obscene, or offensive content
• Violate any applicable law, regulation, or third-party rights
• Interfere with or disrupt the Services or servers
• Attempt to gain unauthorized access to any systems or data
• Use the Services for any illegal purpose whatsoever
• Engage in robocalling without proper consent and disclosures
• Use artificial or pre-recorded voice messages in violation of TCPA
• Spoof caller ID with intent to defraud, cause harm, or wrongfully obtain anything of value

3.3 Enforcement

We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this section, including removing content, suspending or terminating accounts, and reporting violations to law enforcement authorities.

4. Account Terms

4.1 Account Creation

To access certain features of the Services, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account.

4.3 Account Termination

We may suspend or terminate your account at any time, with or without cause, and with or without notice. Upon termination, your right to use the Services will immediately cease.

5. Payment Terms

5.1 Fees

You agree to pay all fees associated with your use of the Services as described on our pricing page or as otherwise agreed in writing. All fees are non-refundable except as expressly provided in these Terms.

5.2 Billing

We bill in advance on a monthly or annual basis depending on your subscription plan. Usage-based charges (overages) are billed in arrears. You authorize us to charge your payment method for all fees due.

5.3 Price Changes

We may change our prices at any time. Price changes will take effect at the start of the next billing cycle following notice of the change.

5.4 Taxes

You are responsible for all applicable taxes, and we will charge tax where required by law.

6. Intellectual Property

6.1 Our Intellectual Property

The Services and all content, features, and functionality thereof, including but not limited to software, algorithms, designs, text, graphics, logos, and trademarks, are owned by LogicOne AI or its licensors and are protected by intellectual property laws.

6.2 Your Content

You retain ownership of any content you upload to the Services ("User Content"). By uploading User Content, you grant us a non-exclusive, worldwide, royalty-free license to use, store, and process such content solely to provide the Services.

6.3 Feedback

If you provide feedback or suggestions about the Services, we may use such feedback without any obligation to you.

7. Disclaimers

7.1 "As Is" and "As Available"

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

7.2 No Guarantee of Results

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING ANY RESULTS OR OUTCOMES FROM YOUR USE OF THE SERVICES. ANY ESTIMATES, PROJECTIONS, OR STATISTICS PROVIDED ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT GUARANTEES OF PERFORMANCE.

7.3 No Compliance Guarantee

WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL COMPLY WITH ANY LAWS, REGULATIONS, OR INDUSTRY STANDARDS. ANY COMPLIANCE FEATURES ARE PROVIDED AS TOOLS ONLY AND DO NOT GUARANTEE LEGAL COMPLIANCE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING LEGAL COMPLIANCE.

7.4 Third-Party Services

The Services may integrate with or depend on third-party services (including Twilio, Google, and others). We are not responsible for the availability, accuracy, or reliability of such third-party services.

7.5 AI and Automated Systems

Our AI voice agents and automated systems may make errors, misunderstand context, or produce unexpected results. You acknowledge that AI systems are not perfect and you are responsible for reviewing and validating any outputs or actions taken by automated systems.

8. Limitation of Liability

8.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LOGICONE AI, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

8.3 Specific Exclusions

WITHOUT LIMITING THE FOREGOING, WE SHALL NOT BE LIABLE FOR ANY DAMAGES, CLAIMS, FINES, PENALTIES, OR LOSSES ARISING FROM:

• Your failure to comply with applicable laws, including TCPA violations
• Regulatory enforcement actions or private lawsuits related to your use of the Services
• The content or accuracy of your contact lists or communications
• The performance or actions of AI voice agents configured by you
• Third-party claims arising from your use of the Services
• Any unauthorized access to your account

8.4 Essential Purpose

THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. Indemnification

You agree to indemnify, defend, and hold harmless LogicOne AI and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any applicable laws, regulations, or third-party rights
• Your User Content
• Any claim that your use of the Services caused damage to a third party
• Any regulatory investigation, enforcement action, fine, or penalty related to your use of the Services
• Any TCPA, DNC, or other telemarketing-related claims arising from your use of the Services

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

10. Dispute Resolution

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

10.2 Arbitration

Any dispute arising from or relating to these Terms or the Services shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

10.3 Class Action Waiver

YOU AGREE THAT ANY CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

10.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

11. General Provisions

11.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and LogicOne AI regarding the Services and supersede all prior agreements and understandings.

11.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

11.3 Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

11.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

11.5 Notices

We may provide notices to you via email, through the Services, or by posting on our website. You may provide notices to us at legal@logicone.ai.

11.6 Changes to Terms

We reserve the right to modify these Terms at any time. Material changes will be notified via email or through the Services. Your continued use of the Services after such modifications constitutes acceptance of the updated Terms.

12. Contact Information

If you have questions about these Terms, please contact us at:

13. Acknowledgment

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT:

• You have read and understood these Terms
• You agree to be bound by these Terms
• You understand that LogicOne AI is a software provider only
• You are solely responsible for compliance with all applicable laws
• You have consulted with or will consult with legal counsel regarding your use of the Services
• You accept full responsibility for any consequences of your use of the Services