Roccavera LLC, a Wyoming limited liability company, doing business as Vayaflow
Effective Date: July 8, 2026
These Terms of Service (the “Terms”) are a binding agreement between Roccavera LLC, a Wyoming limited liability company doing business as Vayaflow (“VayaFlow,” “we,” “us,” or “our”), and the person or entity (“you” or “Customer”) that accesses or uses the VayaFlow website, web application, application programming interfaces, AI agents, voice services, SMS services, documentation, and any related products, features, or content (collectively, the “Platform”). By creating an account, clicking “I agree,” or otherwise accessing or using the Platform, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization.
If you have signed a separate Master Service Agreement, Order Form, or written contract with VayaFlow (each, a “Customer Agreement”), the Customer Agreement governs the paid use of the Platform and these Terms continue to govern your general use of the website and any free or trial access. To the extent of any conflict, the Customer Agreement controls.
IMPORTANT — ARBITRATION AND CLASS WAIVER. Section 16 contains a binding arbitration clause and a class action waiver. By accepting these Terms, you agree to resolve disputes through individual arbitration and waive the right to participate in class or representative actions, except as set forth in Section 16.
1. Definitions
1.1 “Authorized User” means an employee, contractor, or agent of Customer that Customer permits to access the Platform under Customer’s account.
1.2 “Customer Content” means all data, text, images, audio, voice prompts, scripts, lead records, contact information, recordings, transcripts, electronically signed documents, SMS message threads, AI-assistant chat threads, and any other materials submitted to or generated through the Platform under Customer’s account.
1.3 “Consumer” means an individual whose personal information is collected, processed, or contacted through the Platform, including any lead, prospect, applicant, patient, client, customer, or end user of a Customer.
1.4 “Order Form” means a written or electronic order, quote, or purchase document that references these Terms and sets out the plan, fees, term, and any other commercial details of Customer’s subscription.
1.5 “Platform” has the meaning given in the preamble and includes any updates, releases, or modifications made available by VayaFlow.
1.6 “Services” means the hosted software-as-a-service offering made available through the Platform, including AI voice agents, lead-ingestion adapters, SMS, e-signature, distribution, analytics, and any related functionality.
2. Eligibility and Accounts
2.1 Eligibility. You must be at least eighteen (18) years old and legally able to enter into binding contracts to use the Platform. The Platform is intended for use by businesses and is not directed to children. We do not knowingly collect personal information directly from children under sixteen (16) in our own relationship with users. If we learn that a child under sixteen (16) has provided personal information directly to VayaFlow without appropriate authorization, we will take steps to delete it.
2.2 Registration. To access most features of the Platform, you must register for an account and provide accurate, current, and complete information. You agree to keep your account information accurate and to promptly notify us of any changes.
2.3 Account Security. You are responsible for safeguarding your account credentials and API keys, for all activity that occurs under your account, and for ensuring that each Authorized User complies with these Terms. You will promptly notify us at security@vayaflow.com of any actual or suspected unauthorized access or use of your account.
2.4 Authorized Users. Customer may permit Authorized Users to access the Platform under Customer’s account. Customer is responsible for the acts and omissions of its Authorized Users as if they were its own. Authorized User credentials are personal and may not be shared, sold, transferred, or sublicensed.
3. License and Acceptable Use
3.1 License Grant. Subject to your compliance with these Terms and timely payment of all applicable fees, VayaFlow grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the term of your subscription solely for your internal business purposes.
3.2 Restrictions. You will not, and will not permit any Authorized User or third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, weights, or underlying algorithms of the Platform; (b) copy, modify, translate, or create derivative works of the Platform; (c) sell, resell, rent, lease, sublicense, distribute, or otherwise make the Platform available to any third party except as expressly permitted in writing by VayaFlow; (d) use the Platform, any AI Output generated by the Services (including call transcripts, qualification scores, AI agent conversation logs, summary text, classification labels, suggested notes, or any other output produced by the Services), or Customer Content of any other Customer, to develop, train, fine-tune, evaluate, distill, or improve any competing product, service, or AI model — including any large language model, voice model, AI agent platform, lead-distribution system, or voice AI offering — or to instruct, prompt, or direct any third-party AI system to do any of the foregoing, in each case other than as expressly authorized in writing by VayaFlow; (e) scrape, harvest, mine, or otherwise extract data from the Platform other than data Customer has the right to access and export through normal Platform features; (f) interfere with or disrupt the Platform, including by introducing malicious code, exceeding documented rate limits, or attempting to bypass authentication or access controls; (g) remove or obscure any copyright, trademark, or other proprietary notice; (h) use the Platform in violation of any applicable law, regulation, contractual obligation, or third-party right; or (i) access the Platform from any country, region, or territory subject to U.S. sanctions or embargoes.
3.3 Acceptable Use Policy. Customer will not use the Platform, and will not permit any Authorized User or third party to use the Platform, to: (a) transmit unlawful, harassing, defamatory, threatening, abusive, obscene, fraudulent, or deceptive content; (b) contact any Consumer in violation of the Telephone Consumer Protection Act (“TCPA”), the FCC’s rules implementing the TCPA (including the 2024 ruling on AI-generated voice calls), the Telemarketing Sales Rule, CAN-SPAM, state telemarketing or do-not-call laws, the CTIA messaging principles and best practices, applicable 10DLC or toll-free verification requirements, or any other applicable communications law or carrier specification; (c) misrepresent the identity of any AI agent, fail to disclose use of artificial-intelligence-generated voice when required by law, or impersonate any person or entity; (d) generate, train, or operate AI agents that produce sexually explicit content, content sexualizing minors, content promoting violence, self-harm, or illegal activity, or content otherwise prohibited by VayaFlow’s usage guidelines; (e) circumvent or attempt to circumvent any compliance, consent, suppression, rate-limiting, or security feature of the Platform; (f) violate any patent, trademark, trade secret, copyright, right of privacy or publicity, or other proprietary right of any third party; (g) use the Platform in connection with contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise) or to commit fraud; (h) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (i) use the Platform in connection with inherently dangerous objects, devices, materials, or situations; (j) impersonate any person or entity, make false statements regarding affiliation, or create a false identity; (k) interfere with or disrupt the Platform, including by introducing viruses, worms, time bombs, malware, or any items of a destructive nature; (l) operate robots, spiders, scrapers, or similar automated tools against the Platform, except for documented API features used in accordance with VayaFlow’s published rate limits and authentication requirements; (m) tamper with or attempt to disable any security device, mechanism, protocol, or procedure established by VayaFlow; (n) attempt to gain unauthorized access to any other Customer account, computer system, or network through hacking, credential mining, or any other means; (o) provide material support or resources to any organization designated as a foreign terrorist organization by the U.S. government, or to any sanctioned party; (p) use the Platform in any action targeted at children under the age of thirteen (13); (q) export or re-export, directly or indirectly, the Platform to any country or entity under U.S. export restrictions or sanctions; or (r) build, train, or improve any competing product, service, or AI model using the Platform or Customer Content.
3.4 Suspension. VayaFlow may suspend or restrict your access to the Platform, in whole or in part, immediately and without prior notice, if VayaFlow reasonably determines that (a) your use poses a security, legal, or operational risk to VayaFlow, its other customers, or any Consumer; (b) you are in material breach of these Terms; (c) any fees are past due; or (d) suspension is required by law, regulator, or court order. VayaFlow will use reasonable efforts to notify you of any suspension and to restore access promptly once the underlying issue is resolved.
4. AI Output, Voice, SMS, Recording, and Third-Party Dependencies
4.1 AI Output; Hallucinations; No Reliance Without Review. The Platform is AI-native and uses large language models, AI voice agents, transcription models, classification models, and other machine-learning systems (collectively, “AI Systems”) to generate calls, messages, transcripts, summaries, classifications, qualifications, recommendations, and other outputs (collectively, “AI Output”). YOU ACKNOWLEDGE AND AGREE THAT AI OUTPUT (A) MAY BE INACCURATE, INCOMPLETE, BIASED, OUT OF DATE, OR FABRICATED (INCLUDING THE GENERATION OF FALSE OR INVENTED INFORMATION, COMMONLY REFERRED TO AS “HALLUCINATIONS”); (B) MAY VARY ACROSS IDENTICAL INPUTS BECAUSE AI SYSTEMS ARE PROBABILISTIC; (C) DOES NOT CONSTITUTE LEGAL, MEDICAL, FINANCIAL, TAX, INSURANCE, REAL ESTATE, MORTGAGE, OR ANY OTHER PROFESSIONAL ADVICE; AND (D) IS NOT SUITABLE FOR USE WITHOUT INDEPENDENT REVIEW AND VERIFICATION BY A QUALIFIED HUMAN. You are solely responsible for reviewing AI Output for accuracy and suitability before relying on it, transmitting it to any Consumer or third party, or taking any action on the basis of it. VayaFlow disclaims any duty to verify the accuracy of AI Output and any liability for AI Output, the consequences of relying on AI Output, or any Consumer’s or third party’s reliance on AI Output, in each case to the maximum extent permitted by law.
4.2 Voice Disclosure and Recording. When you configure the Platform to place or receive voice calls on your behalf, you authorize VayaFlow and its telephony providers to originate, terminate, and record those calls. Customer is solely responsible for ensuring that each call complies with all applicable two-party-consent, recording-disclosure, telemarketing, and consumer-protection laws in each jurisdiction where the call originates, terminates, or is received. Customer authorizes VayaFlow to record, transcribe, store, and process call audio for the purposes of providing the Services, supporting Customer, monitoring for security and quality, and improving the Platform. For clarity, the Platform does not extract or generate voice biometric identifiers or voice templates for the purpose of identifying or authenticating any individual, and Customer will not configure or instruct the Platform to perform any biometric identification or verification function.
4.3 SMS and Messaging. The Platform may send and receive SMS, MMS, and other messages on Customer’s behalf. Customer is responsible for obtaining and maintaining all required consents from each Consumer prior to sending any commercial, marketing, transactional, or other message, including consent for messages sent using automated systems. VayaFlow may suspend message originator or campaign access if carriers, registries, or third-party providers flag the campaign for non-compliance.
4.4 Storage of Records. VayaFlow stores, on Customer’s behalf and as part of the Services, the following Customer Content: (a) electronically signed documents and the associated audit trail; (b) SMS, MMS, and chat message threads; (c) AI-assistant chat threads; (d) call audio recordings and transcripts; (e) consent records and timestamps; and (f) related metadata. Customer agrees that these records may be used as evidence in any dispute, audit, regulatory inquiry, or proceeding involving Customer or any Consumer, to the extent permitted by law.
4.5 Disclosure Obligations. Where required by law (including FCC rules on AI-generated voice and various state laws on disclosed use of AI), Customer will ensure that Consumers are clearly and conspicuously informed that they are interacting with an automated system and not a human. The Platform provides configurable disclosure templates; Customer is responsible for selecting and enabling appropriate disclosures for each campaign and jurisdiction.
4.6 Third-Party Dependencies; Service Continuity. The Platform interoperates with and depends on services and components provided by third parties, including, without limitation, (a) telephony, SMS, and messaging carriers and aggregators (such as Telnyx, Twilio, and their upstream carriers); (b) large-language-model and machine-learning-model providers (such as Anthropic, OpenAI, Google, Amazon Web Services, and Meta, and any successor or substitute provider); (c) voice-generation and transcription providers (such as ElevenLabs, Cartesia, Deepgram, and any successor or substitute provider); (d) e-signature, contract-storage, and identity-verification providers (such as DocuSeal and DocuSign); (e) cloud-infrastructure providers (such as AWS, GCP, and Azure); and (f) other vendors that VayaFlow may add, substitute, or replace from time to time (collectively, “Third-Party Dependencies”). YOU ACKNOWLEDGE AND AGREE THAT (i) THIRD-PARTY DEPENDENCIES MAY EXPERIENCE OUTAGES, DEGRADED PERFORMANCE, RATE-LIMITING, MAINTENANCE WINDOWS, MODEL CHANGES, POLICY CHANGES, OR DISCONTINUATION, IN EACH CASE OUTSIDE VAYAFLOW’S CONTROL; (ii) ANY SUCH EVENT MAY INTERRUPT OR IMPAIR THE PLATFORM; (iii) VAYAFLOW IS NOT LIABLE FOR ANY DELAY, LOSS, ERROR, OR DAMAGE CAUSED BY OR ARISING FROM ANY THIRD-PARTY DEPENDENCY; AND (iv) VAYAFLOW MAY, AT ANY TIME AND WITHOUT NOTICE, ADD, REMOVE, OR SUBSTITUTE ANY THIRD-PARTY DEPENDENCY, PROVIDED THAT IT DOES NOT MATERIALLY DIMINISH THE OVERALL FUNCTIONALITY OF THE PLATFORM. THIRD-PARTY DEPENDENCIES ARE EXCLUDED FROM ANY AVAILABILITY CALCULATION OR SERVICE-LEVEL COMMITMENT.
5. Customer Content and Consents
5.1 Ownership. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Content. Customer grants VayaFlow a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Content solely to provide and support the Services, to comply with law, and to perform VayaFlow’s other rights and obligations under these Terms.
5.2 Consumer Consents. Customer represents and warrants that, prior to introducing any Consumer’s personal information into the Platform, Customer has obtained all consents, authorizations, notices, and rights required by applicable law for (a) the collection, use, and disclosure of that personal information; (b) placement of telemarketing, recorded, or AI-generated calls and messages; (c) recording of communications in all applicable jurisdictions; and (d) the use of that personal information by VayaFlow as contemplated by these Terms and any Customer Agreement.
5.3 Service Improvement. Subject to applicable law and VayaFlow’s Privacy Policy, VayaFlow may use de-identified or aggregated data derived from Customer Content to operate, secure, support, analyze, and improve the Platform, including training and evaluating models, provided that such use does not identify Customer or any Consumer.
5.4 No Sensitive Data Without Authorization. Unless and until the parties have executed a Business Associate Agreement (“BAA”) or other written addendum expressly permitting it, Customer will not submit to the Platform any Protected Health Information governed by HIPAA, payment card data subject to PCI DSS, government identifiers (Social Security numbers, driver’s license numbers, passport numbers), biometric identifiers, precise geolocation, or other categories of sensitive personal information identified by VayaFlow from time to time.
5.5 HIPAA Compliance. If Customer is a HIPAA “covered entity” or “business associate” and intends to use the Platform to receive, transmit, or store Protected Health Information (“PHI”), Customer must execute VayaFlow’s Business Associate Agreement prior to introducing any PHI into the Platform. VayaFlow’s BAA is available at vayaflow.com/baa or upon written request to legal@vayaflow.com. The terms of any executed BAA control with respect to PHI and supersede any conflicting term in these Terms or any Customer Agreement to the extent of any conflict involving PHI. Customer is responsible for determining whether its use of the Platform requires a BAA and for ensuring HIPAA compliance in connection with its use of the Platform.
5.6 Telecommunications and Marketing Compliance — Customer Responsibility. The Platform provides software tools that enable Customer to place voice calls, send SMS and MMS messages, send emails, generate AI-driven communications, capture and store consent records, and operate related marketing, intake, and engagement workflows. Compliance with the Telephone Consumer Protection Act (“TCPA”), the FCC’s implementing rules (including the 2024 ruling on AI-generated voice calls and any one-to-one consent requirements), the Telemarketing Sales Rule (“TSR”), the CAN-SPAM Act, state telemarketing, do-not-call, anti-robocall, and call-recording laws, CTIA messaging principles and best practices, 10DLC and toll-free verification requirements, applicable carrier specifications, and any other applicable communications, telemarketing, marketing, or consumer-protection law (collectively, “Communications Laws”) is SOLELY AND EXCLUSIVELY THE RESPONSIBILITY OF CUSTOMER. VayaFlow’s provision of configurable consent-capture features, suppression-list management, disclosure templates, AI-voice disclosure templates, opt-out handling, audit logging, and similar tools does not constitute legal advice, compliance assurance, certification of compliance, or any guarantee that Customer’s particular use of the Platform complies with any Communications Law. Customer is responsible for: (a) obtaining independent legal review of its specific campaigns, scripts, target lists, consent collection methods, and disclosure language for each jurisdiction in which it operates; (b) ensuring that the Platform’s configurable compliance features are properly enabled, configured, and maintained for each campaign and jurisdiction; (c) obtaining, recording, and retaining all consents required by applicable Communications Laws (including TCPA-grade prior express written consent where required); (d) honoring opt-outs, do-not-call requests, and revocations of consent across all channels promptly upon receipt; (e) monitoring carrier and registry compliance flags and taking corrective action; (f) registering brands, campaigns, and toll-free numbers as required by carrier and registry rules; and (g) complying with all Communications Laws on an ongoing basis. Customer’s indemnification obligations in Section 13.1 apply in full to any third-party claim (including any regulator enforcement action, class action, or individual complaint) arising from Customer’s actual or alleged violation of any Communications Law, regardless of whether the Platform’s compliance features were available, enabled, or used.
6. Intellectual Property
6.1 VayaFlow IP. The Platform, including all software, models, configurations, user interfaces, documentation, and any improvements or derivatives thereof, is and will remain the exclusive property of VayaFlow and its licensors. All rights not expressly granted to Customer are reserved by VayaFlow.
6.2 Feedback. If Customer provides VayaFlow with suggestions, ideas, enhancement requests, or other feedback regarding the Platform (“Feedback”), Customer grants VayaFlow a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable, transferable license to use, modify, and exploit such Feedback for any purpose, without any obligation to Customer.
6.3 Marks. “VayaFlow,” the VayaFlow logo, and other VayaFlow product names are trademarks of VayaFlow. Customer may not use any VayaFlow trademark without VayaFlow’s prior written consent, except to factually identify VayaFlow as the provider of the Platform.
7. Fees and Payment
7.1 Fees. Fees, billing frequency, and payment terms are as set out in the applicable Order Form or in the published pricing page applicable to your plan. Unless otherwise stated, fees are in U.S. dollars, are non-refundable except as expressly provided in writing, and are exclusive of taxes.
7.2 Auto-Renewal. Unless Customer cancels in accordance with the Order Form or applicable plan terms, paid subscriptions automatically renew for successive terms of equal length at the then-current rates. Customer may cancel auto-renewal at any time during the term; cancellation takes effect at the end of the then-current term.
7.3 Late Payment. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. VayaFlow may suspend the Services for non-payment after providing reasonable notice.
7.4 Taxes. Fees do not include any taxes, levies, or duties of any kind imposed by any taxing authority, except for taxes based on VayaFlow’s net income. Customer is responsible for paying all such taxes associated with its use of the Platform.
7.5 Free, Trial, and Pilot Access. VayaFlow may from time to time make free, trial, pilot, beta, or evaluation access available. Such access is provided on an “as is” basis, without warranty, may be modified or terminated at any time, and is subject to any additional terms specified at the time of provisioning.
8. Term and Termination
8.1 Term. These Terms commence on the date you first access or use the Platform and remain in effect until terminated as provided herein or in any Customer Agreement.
8.2 Termination for Convenience. Customer may terminate its account at any time by following the cancellation instructions in the Platform or by emailing legal@vayaflow.com; termination of a paid subscription is also subject to the Order Form.
8.3 Termination for Cause. Either party may terminate these Terms or any Customer Agreement upon written notice if the other party (a) materially breaches these Terms and fails to cure within thirty (30) days of written notice describing the breach, or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding.
8.4 Effect of Termination. Upon termination: (a) Customer’s right to access the Platform ceases; (b) Customer remains responsible for any fees accrued prior to termination; (c) VayaFlow will, upon Customer’s written request made within thirty (30) days after termination, make Customer Content available for export in a commercially reasonable format; and (d) thereafter, VayaFlow may delete Customer Content in accordance with its retention and deletion policies, except where retention is required by law or for legitimate business purposes such as audit, fraud prevention, or defense of legal claims.
8.5 Survival. Sections 1, 4.4, 5.1, 6, 7 (with respect to amounts accrued), 8.4, 8.5, 9, 10, 11, 12, 13, 14, 15, 16, and 17 will survive any termination or expiration of these Terms.
9. Confidentiality
9.1 Definition. “Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is identified as confidential at the time of disclosure or that, given the nature of the information and the circumstances of disclosure, would reasonably be considered confidential. The Platform, including its underlying technology, pricing, security architecture, and roadmap, is VayaFlow’s Confidential Information. Customer Content is Customer’s Confidential Information.
9.2 Obligations. Recipient will (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) protect Confidential Information with at least the degree of care it uses for its own confidential information of similar nature, and in no event less than reasonable care; and (c) limit access to Confidential Information to employees, contractors, and agents who need to know it and who are bound by confidentiality obligations no less protective than these.
9.3 Exclusions. Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of these Terms; (b) was rightfully known to Recipient before disclosure; (c) is rightfully obtained from a third party without confidentiality obligations; or (d) is independently developed without use of or reference to the Confidential Information.
9.4 Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, where legally permitted, Recipient gives Discloser prompt notice and reasonable cooperation to seek a protective order.
10. Privacy
10.1 Privacy Policy. VayaFlow’s collection, use, and disclosure of personal information from the Platform is described in the VayaFlow Privacy Policy, available at vayaflow.com/privacy. By using the Platform, you acknowledge that you have read and understood the Privacy Policy.
10.2 Customer Privacy Notices. Customer is responsible for providing its Consumers with all privacy notices, disclosures, and choices required by applicable law, including notices regarding the use of automated systems, call recording, AI-generated voice, and the disclosure of personal information to VayaFlow.
11. Disclaimers
EXCEPT AS EXPRESSLY PROVIDED IN A WRITTEN CUSTOMER AGREEMENT, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. VAYAFLOW AND ITS LICENSORS, AGENTS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, VAYAFLOW DOES NOT WARRANT THAT (A) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, NON-HALLUCINATED, FREE FROM BIAS, OR SUITABLE FOR ANY PARTICULAR PURPOSE; (C) ANY THIRD-PARTY DEPENDENCY WILL OPERATE WITHOUT INTERRUPTION, DEGRADATION, OR DISCONTINUATION; (D) ANY DEFECT IN THE PLATFORM WILL BE CORRECTED; OR (E) THE PLATFORM WILL BE FREE FROM HARMFUL COMPONENTS. THE PLATFORM IS NOT INTENDED FOR AND MUST NOT BE USED IN ANY EMERGENCY, LIFE-SAFETY, OR MISSION-CRITICAL APPLICATION. VAYAFLOW IS NOT LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY (INCLUDING ANY THIRD-PARTY DEPENDENCY) OR FOR ANY DAMAGES ARISING FROM RELIANCE ON AI OUTPUT, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VAYAFLOW’S AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000); PROVIDED THAT, IF CUSTOMER HAS A SEPARATE WRITTEN CUSTOMER AGREEMENT IN EFFECT, THE LIMITATION-OF-LIABILITY PROVISIONS OF THAT AGREEMENT WILL APPLY IN PLACE OF THIS CAP. THE FOREGOING LIMITATIONS DO NOT APPLY TO (i) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, (ii) CUSTOMER’S PAYMENT OBLIGATIONS, (iii) A PARTY’S BREACH OF CONFIDENTIALITY UNDER SECTION 9 (EXCLUDING BREACHES RELATING TO CUSTOMER CONTENT, WHICH REMAIN SUBJECT TO THE CAP), (iv) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (v) ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
13. Indemnification
13.1 By Customer. Customer will defend, indemnify, and hold harmless VayaFlow and its officers, directors, employees, and agents from and against any third-party claim, demand, action, or proceeding (and any resulting damages, settlements, fines, penalties, and reasonable attorneys’ fees) arising out of or relating to: (a) Customer Content, including any allegation that Customer Content infringes, misappropriates, or violates any third-party right or applicable law; (b) Customer’s communications with any Consumer, including any alleged violation of the TCPA, the Telemarketing Sales Rule, CAN-SPAM, state telemarketing or do-not-call laws, or any call-recording or AI-disclosure law; (c) Customer’s breach of these Terms or any representation, warranty, or covenant herein; (d) Customer’s failure to obtain or maintain any required license, registration, bond, or similar authorization for its business activities; or (e) Customer’s use of the Platform in any manner not authorized by these Terms.
13.2 By VayaFlow. VayaFlow will defend Customer from and against any third-party claim alleging that the Platform, as provided by VayaFlow and used in accordance with these Terms, infringes a valid U.S. copyright, U.S. patent, U.S. trademark, or trade secret of a third party, and will pay damages and reasonable attorneys’ fees finally awarded against Customer or agreed to in settlement, provided that VayaFlow is promptly notified of the claim, has sole control of the defense and settlement, and receives reasonable cooperation from Customer. VayaFlow will have no obligation under this Section 13.2 to the extent any claim arises from (a) Customer Content; (b) modification of the Platform by anyone other than VayaFlow; (c) combination of the Platform with any product, service, or data not provided by VayaFlow; (d) use of the Platform in violation of these Terms or applicable law; or (e) any free, trial, beta, or evaluation access. If the Platform becomes, or in VayaFlow’s opinion is likely to become, the subject of an infringement claim, VayaFlow may, at its option, (i) procure for Customer the right to continue using the Platform, (ii) modify the Platform to be non-infringing without materially impairing its functionality, or (iii) terminate the affected portion of the Platform and refund any prepaid, unused fees. This Section 13.2 states VayaFlow’s sole liability and Customer’s exclusive remedy for any third-party claim of intellectual property infringement.
13.3 Procedure. The indemnified party will (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided that the indemnifying party may not settle a claim that admits liability or imposes any non-monetary obligation on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party’s expense.
14. Compliance with Laws
Each party will comply with all laws, regulations, and self-regulatory programs applicable to its performance under these Terms, including data protection, telemarketing, consumer protection, anti-corruption, export control, and economic sanctions laws. Customer represents and warrants that it holds, and will maintain throughout its use of the Platform, all licenses, registrations, and authorizations required by law to operate its business and to engage in the lead-generation, marketing, intake, sales, or other activities for which Customer uses the Platform.
15. Modifications
VayaFlow may modify these Terms from time to time. Material changes will be effective upon the earlier of (a) thirty (30) days after notice is posted on the Platform or sent to Customer’s account email, or (b) Customer’s continued use of the Platform after the effective date. If Customer does not agree to a modification, Customer’s sole remedy is to discontinue use of the Platform; the modification will not retroactively change obligations accrued before its effective date. For Customers with an active written Customer Agreement, modifications to these Terms that materially affect Customer’s rights under that Customer Agreement will not apply unless and until the Customer Agreement is amended in writing. Notwithstanding the foregoing, modifications required by law, regulation, or to address a security or operational risk may take effect immediately.
16. Dispute Resolution; Arbitration; Class Waiver
16.1 Informal Resolution. Before initiating arbitration, the parties will attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms (a “Dispute”) through good-faith negotiation for thirty (30) days after written notice of the Dispute is delivered to the other party. Notices to VayaFlow should be sent to legal@vayaflow.com.
16.2 Binding Arbitration. Any Dispute that is not resolved informally will be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator (or by three arbitrators if the amount in controversy is $1,000,000 or more), seated in Wilmington, Delaware, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator, and not any federal, state, or local court or agency, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this agreement is void or voidable.
16.3 Class Waiver. EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION, AND WAIVES THE RIGHT TO A TRIAL BY JURY. If a court or arbitrator determines that this class waiver is unenforceable as to a particular claim or remedy, that claim or remedy (and only that claim or remedy) will be severed and adjudicated in court, while the remaining claims will proceed in arbitration on an individual basis.
16.4 Exceptions. Notwithstanding Section 16.2, either party may (a) bring an individual action in small-claims court, (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or stop infringement or misappropriation of its intellectual property or breach of confidentiality, or (c) pursue any action required to be brought in court by applicable law.
16.5 Governing Law. These Terms are governed by the laws of the State of Delaware, excluding its conflicts-of-laws principles and the United Nations Convention on Contracts for the International Sale of Goods. Subject to Section 16.2, the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over any action permitted to be brought in court under these Terms.
17. General
17.1 Notices. Notices to VayaFlow under these Terms must be in writing and delivered to legal@vayaflow.com with a copy to VayaFlow, Inc., Attn: Legal, [VayaFlow address]. VayaFlow may give notice to Customer by email to the account email or by posting on the Platform.
17.2 Assignment. Customer may not assign or transfer these Terms, by operation of law or otherwise, without VayaFlow’s prior written consent. VayaFlow may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.
17.3 Force Majeure. Neither party will be liable for any delay or failure in performance (other than payment obligations) due to events beyond its reasonable control, including, without limitation, acts of God, war, terrorism, civil disturbance, labor dispute, governmental or regulatory action, internet or telecommunications failure, pandemic, cyberattack or denial-of-service event, and the outage, degraded performance, rate-limiting, model change, policy change, suspension, or discontinuation of any Third-Party Dependency (including any cloud-infrastructure provider, large-language-model or machine-learning-model provider, voice or transcription provider, telephony or messaging carrier, e-signature provider, or identity-verification provider) used by VayaFlow in providing the Platform.
17.4 Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.
17.5 No Third-Party Beneficiaries. These Terms are for the benefit of the parties only and do not create rights in any third party.
17.6 Waiver and Severability. Failure to enforce any provision is not a waiver. If any provision is held unenforceable, the provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
17.7 Entire Agreement. These Terms, together with the Privacy Policy and any Customer Agreement or Order Form, constitute the entire agreement between the parties regarding the Platform and supersede all prior or contemporaneous understandings, whether written or oral. In the event of conflict, the order of precedence is: (a) any signed Customer Agreement; (b) any Order Form; (c) these Terms; (d) the Privacy Policy.
17.8 U.S. Government End Users. The Platform is a “commercial product” as that term is defined at 48 C.F.R. 2.101. If Customer is a U.S. government entity, its rights are as set forth in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202.
17.9 Contact. Questions about these Terms should be directed to legal@vayaflow.com.