TERMS OF SERVICE
Effective Date: July 10, 2025
BY ACCESSING OR USING THE AI ASSISTANT PLATFORM AND SERVICES PROVIDED BY TEMVOX TECH - FZCO, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.
These Terms of Service (the “Agreement”) are entered into by and between:
TEMVOX TECH - FZCO, a company duly organized and existing under the laws of the United Arab Emirates, represented by its Director, Oleg Malii (or “its duly authorized representative”), acting on the grounds of the Memorandum and Articles of Association (“Licensor” also referred to as “we”, “our” or “us”);
AND
You, the individual or entity accessing or using the Assistant Platform and
Services (“Licensee”, also referred to as “you” or “your”).
Each of us may be referred to as a "Party" and collectively as the "Parties."
WHEREAS
I. We offer you access to its AI Assistant Platform and related services (the
“Assistant”) subject to the terms and conditions set forth herein.
II. “AI Assistant Platform” or “Assistant” refers to the proprietary cloud-based conversational AI platform provided by TEMVOX TECH - FZCO, designed to support natural language interactions, automate information retrieval, and streamline internal communication workflows. The Assistant includes the core software infrastructure, APIs, user interface, integrations, natural language models, maintenance, hosting, and all related support and configuration services made available under a valid subscription.
III. Your access to, or use of, the Assistant shall constitute your absolute acceptance of this Agreement.
IV. You certify that you have read, understood, and accept the terms and conditions of this Agreement without any objections, and they understand and accept the meaning of the terms, words, and expressions used herein in accordance with their ordinary and legal interpretation.
V. The Assistant is provided on a subscription basis.
1. USE OF THE ASSISTANT
1.1. We grant you a non-exclusive, subscription-based right to access and use the Assistant, our AI-powered platform designed to perform speech recognition and synthesis tasks. The Assistant is intended to support your business activities in accordance with its functionalities.
1.2. The Assistant, for the purpose of the Agreement, is understood as a virtual assistant software system designed and developed by us. The Assistant utilizes advanced technologies such as natural language processing (NLP) and speech recognition to enable you to interact with customers through voice and text-based channels. All rights to the Assistant belong to us.
1.3. Your subscription package may include services such as NLU traffic, voice recognition, VoIP, support setup, and knowledge base updates. Specific services are detailed in your selected plan and invoice.
1.4. Access to the Assistant is global and valid for the duration of your active subscription, which renews automatically unless canceled.
1.5. You may request feature enhancements by contacting us at [email protected]. If changes result in pricing adjustments, we will inform you in advance.
1.6. You agree not to:
1.7. You gain access only after successful integration and payment. Integration is handled by us as per the scope of service.
1.8. You are not required to submit usage reports.
1.9. We retain all intellectual property rights to the Assistant and its updates.
1.10. No provision of the Agreement could be interpreted as alienation and (or) transfer of the exclusive rights for the Assistant or any part thereof to the Licensee.
1.11. We will make commercially reasonable efforts to ensure service availability. Commitments related to uptime and support are governed by the applicable Service Level Agreement.
2.1. We provide support for the Assistant during your subscription period.
2.2. Technical support of the Assistant means administration (maintenance) of the Assistant operation in the Licensee’s information system, including, without limitation, IP telephony setting, information system monitoring, identification of Assistant malfunctions and elimination of such malfunctions.
2.3. Contact us at [email protected] for support inquiries.
2.4. Any required changes or updates will be coordinated with you and may be subject to separate agreement.
2.5. Support response times are set out in the Service Level Agreement. Support is only available during an active subscription.
3.1. Subscription fees are outlined in your selected plan and invoiced monthly. You must pay within 15 days of the invoice date. You may opt for prepaid plans. In such cases, the corresponding monthly subscription fee will be debited from the pre-paid amount on a monthly basis. Non-payment or depletion of the pre-paid balance may result in suspension or termination of access to the Assistant.
3.2. Payments must be made via bank transfer in USD or EUR. Subscription activates upon receipt of payment.
3.3. You are responsible for transaction fees and taxes applicable in your jurisdiction.
3.4. All costs of making payments under the Agreement, including bank fees, shall be paid by the Party that makes the payment.
3.5. All taxes and duties stipulated by the legislation of the country of registration and (or) of the location of a Party shall be paid by the Parties independently.
4. CONFIDENTIALITY
4.1. The Parties undertake not to disclose any data on each other that contain confidential information obtained in the process of cooperation hereunder.
4.2. Confidential information means technical, organizational, commercial and other information that has actual or potential commercial value due to being unknown to third parties and (or) due to its own properties, not legally available to the public, constituting trade and business secret, including information not available to third parties for the reason of measures taken by the Parties for protection of its confidentiality. Confidential information, in particular, includes details of the conditions of cooperation of the Parties hereunder.
4.3. Each Party shall be liable for losses caused to the other Party as a result of disclosure of confidential information.
4.4. The Parties undertake to use data and other information received from the other Party exclusively for the purpose of performance of the Agreement.
5.5. The Parties undertake not to transfer and not to use confidential information in any other way, not stipulated by the Agreement, without mutual written consent, provided that such information is not legally available to the public. The owner of such information shall take proper measures to ensure its confidentiality.
4.6. The period of protection of confidential information is equal to the term of the agreement, plus 3 (three) years after the date of its termination.
4.7. The Parties undertake to take all necessary and reasonable measures for protection of obtained confidential information against disclosure.
5. LIABILITY OF THE PARTIES
5.1. The Parties shall bear liability for a failure to perform or improper performance of their obligations under the Agreement in compliance with the legislation and the provisions of the Agreement.
5.2. The Assistant shall be provided “as is”, in accordance with the universally accepted principle. This means that the we shall bear no liability for any problems that may arise in the process of the Assistant operation (including problems of compatibility with other software products (batches, drivers, etc.)), or the Assistant performance not meeting the expectations of the Licensee and (or) third parties.
5.3. You shall bear sole liability to third parties for its actions connected with using the Assistant, in particular, if such actions result in violation of rights and legal interests of third parties, and also for compliance with the legislation of the country of registration and (or) location of the Party when using the Assistant.
5.4. The conditions of clause 5.4 of the Agreement are the provisions on liquidated damages. The period for payment of liquidated damages as per clause 5.4 hereof shall be 10 (ten) business days after the we making the relevant claim.
6. FORCE MAJEURE
6.1. The Parties shall be released from liability, if their obligations are not performed or not properly performed as a result of force majeure circumstances that occurred after entering into the Agreement and that the Party referring to such circumstances could not reasonably foresee or prevent.
6.2. Force majeure is understood as extraordinary circumstances, insurmountable under the given conditions, that prevent the Parties from performance of their obligations hereunder. Force majeure circumstances include natural calamities (earthquakes, floods, etc.), social unrest (hostilities, emergency state, major strikes, epidemics, etc.), governmental bans (transportation ban, exchange control, international trade ban sanctions, resource blocking by authorized state body, etc.).
6.3. The Party referring to force majeure shall confirm such circumstances by documents issued by authorized state bodies or by other adequate evidence.
6.4. The Party referring to force majeure has to notify the other Party thereof as soon as possible.
6.5. During this time, the Parties shall have no claims against each other, and each of the Parties shall bear its own risk of force majeure consequences.
7. REPRESENTATIONS AND WARRANTIES
7.1. We warrant, represent and commit that the representations and warranties stated in clause 7.2 of the Agreement are true and accurate as of the date of signing and contain no unreliable statements.
7.2. We warrant and represent:
7.2.1. We are entitled to grant you the right to use the Assistant under the terms and conditions herein and within the limits set forth by the present Agreement.
7.2.2. The execution and performance of the present Agreement by us is not contrary to any previous transactions made by us, including other license agreements with third parties; the right to use the Assistant is not granted to any third party on the basis of an exclusive license.
7.2.3. As of the time of entering into the Agreement, we are not aware of any rights of third parties that could be violated by the provision of the right to use the Assistant to you. We undertake to timely inform you in case we become aware of any such violations.
7.2.4. As of the time of delivery, the Assistant has no encumbrances.
7.2.5. The Assistant is not pledged.
7.2.6. Assistant is free of any judicial, administrative or any other proceedings.
7.2.7. The Assistant has no hidden functionality that may result in or pose risks of causing damage to you and your customers, including reputational damage.
7.3. In case of identification of unreliability of any of the representations contained in clause 7.2 of the Agreement, you shall have the right to claim us full compensation of damage caused to you by unreliability of the relevant representation.
7.4. In case of any claims of third parties to you originating from violation of their intellectual property rights, we shall make all reasonable efforts to settle such claims and potential disputes. We undertake to settle claims, demands or lawsuits of third parties and reimburse you in full for all expenses and losses related to satisfaction of third-party claims, demands or lawsuits arising from violation of their intellectual property rights by us.
8.1. You may cancel your subscription at any time by notifying us at least 10 days in advance. Cancellation takes effect at the end of the paid period.
8.2. We may suspend or terminate your access in case of a breach of this Agreement.
9. DISPUTE RESOLUTION AND APPLICABLE LAW
9.1. All disputes and disagreements arising in the course of performance of the Agreement and in connection therewith shall be settled by the Parties through negotiations.
9.2. If the Parties fail to reach an agreement in the course of negotiations, all disputes shall be subject to mandatory pre-trial settlement by sending a written claim by the interested Party. The term for consideration of the claim is fourteen (14) calendar days from the date of its receipt. Disputes not settled in the course of negotiations shall be settled at our principal place of business.
9.1. We collect and process your personal data only to the extent necessary to provide access to and support for the Assistant. This may include information such as your contact details, billing information, and usage data. We may share your data with public authorities or authorized third-party service providers only as required to comply with legal obligations or provide the subscribed services.
9.2. In accordance with applicable data protection laws, including the GDPR, you have the right to request access to, correction or deletion of your personal data, to restrict or object to its processing, and to data portability. You also have the right to lodge a complaint with a data protection authority if you believe your rights have been violated.
9.3. We implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including protection against unauthorized or unlawful processing and against accidental loss, destruction or damage of personal data.
9.4. We will not retain your personal data longer than necessary for the purposes for which it was collected, unless otherwise required by law.
We may update this Agreement from time to time. Your continued use of the Assistant after changes indicates your acceptance. If you disagree with the updated Agreement, you must discontinue use.
CONTACT
If you have any questions or need to provide a notice under this Agreement, you may contact us at: [email protected]