Definitions
“Services” means Provider’s cloud-based software platform and related products and services that Provider makes available to Customer under an Order Form, including the Portal, dashboards, features/modules, APIs, and Documentation, and any updates or new features Provider may provide.
“Documentation” means Provider’s then-current user guides, help articles, and technical documentation.
“Order Form” means an ordering document, online checkout, portal subscription flow, or similar document that specifies plan, fees, term, and limits.
“Customer Data” means data submitted to the Services by or on behalf of Customer or its users, including (as enabled) call audio, transcripts, call metadata, and scheduling/messaging content.
“Output” means responses, transcripts, summaries, suggested actions, or other outputs generated by the Services.
“Confidential Information” has the meaning set forth in Section 12.
Services
Provider will make the Services available to Customer during the subscription term in accordance with these Terms and any applicable Order Form. The Services may include various modules and features (which may change over time), as described in the applicable Order Form, Product Schedule, Documentation, or Portal. Customer is responsible for selecting and configuring the Services to meet Customer’s needs.
Ordering, Product Schedule and Priority
Ordering
Customer may subscribe via an Order Form or the Portal checkout flow.
Plan Details
Plan features, included usage, add-ons, and support details may be described in a product schedule or Documentation (“Product Schedule”).
Priority
If there is a conflict, the following order controls unless expressly stated otherwise: Order Form → Product Schedule → these Terms → Documentation.
Term, Renewal and Cancellation
Term
The subscription term begins on the effective date in the applicable Order Form and continues for the period selected (monthly or annual).
Renewal
Subscriptions may renew automatically unless the Order Form states otherwise or Customer cancels as permitted by the Order Form or Portal.
Cancellation
Cancellation takes effect at the end of the then-current term unless the Order Form states otherwise.
Fees, Payment and Taxes
Fees
Customer will pay fees shown in the Order Form. Fees are non-refundable except as required by law or expressly stated in the Order Form.
Payment
Provider may use a third-party payment processor. Customer authorizes Provider (and its processor) to charge the payment method on file for amounts due.
Taxes
Fees are exclusive of taxes. Customer is responsible for applicable taxes, excluding taxes based on Provider’s net income.
Accounts, Administrators and Security
Accounts
Customer is responsible for all activity under its accounts and for maintaining credential confidentiality.
Administrators
Customer may designate administrators who can manage users, settings, recordings/transcripts, integrations, and billing.
Security
Customer will use reasonable security practices, including appropriate access controls and prompt disabling of accounts for departed personnel.
Acceptable Use and Restrictions
Customer will not (and will not allow any third party to):
(a) reverse engineer, decompile, or attempt to derive source code, underlying models, or system behavior (except to the extent prohibited by law);
(b) use the Services to build, train, or benchmark a competing product;
(c) bypass usage limits, security controls, or access restrictions;
(d) transmit malware or unlawful, infringing, or abusive content;
(e) interfere with or disrupt the Services or networks.
Provider may suspend access for material violations of this Section 7 or to protect the Services, other customers, or security.
Customer Responsibilities - Recording, Consent and Disclosures
Customer is solely responsible for:
(a) providing legally required notices and obtaining required consents for call recording, transcription, monitoring, and AI interaction;
(b) ensuring Customer has all rights to submit Customer Data; and
(c) ensuring Customer’s scripts/workflows comply with applicable law.
Provider does not provide legal advice and is not responsible for Customer’s compliance obligations regarding recording, consent, or consumer disclosures.
AI Output, Human Review and No Professional Advice
Customer acknowledges Output may be inaccurate, incomplete, or inappropriate. Customer is responsible for reviewing and validating Output before relying on it, including for any customer-facing communications or decisions. Provider does not provide medical, legal, tax, or other professional advice
HIPAA / PHI
No PHI unless BAA. Customer will not submit or process “protected health information” (“PHI”) through the Services unless Customer and Provider have executed a separate Business Associate Agreement (“BAA”). Unless a BAA is in place, Customer must configure workflows to avoid collection or processing of PHI.
Customer Data, Privacy and Security
Customer Data
Customer retains ownership of Customer Data.
Processing
Provider may process Customer Data to provide, maintain, secure, support, and improve the Services and as otherwise permitted by these Terms, an Order Form, or a data processing addendum (if any).
Security
Provider will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. While Provider works to protect Customer Data, no method of transmission or storage is completely secure.
Confidentiality
Definition
“Confidential Information” means non-public information disclosed by a Party that is marked confidential or should reasonably be understood to be confidential, including Customer Data and Provider’s non-public product information, pricing, roadmaps, and security information.
Obligations
The receiving Party will (a) use Confidential Information only to perform under these Terms; (b) protect it using reasonable care; and (c) not disclose it except to personnel who need to know and are bound by confidentiality obligations.
Exclusions
Confidential Information does not include information that is (a) public through no fault of the receiving Party; (b) rightfully received from a third party without duty; (c) independently developed; or (d) approved for release in writing.
Required Disclosure
A Party may disclose Confidential Information if required by law, provided it gives notice (if legally permitted) and cooperates on protective measures.
Duration
These obligations last during the term and for 3 years after termination; trade secrets remain protected as long as they remain trade secrets.
Intellectual Property
Provider IP
Provider owns all rights in the Services and Documentation.
License to Customer
Subject to payment and compliance, Provider grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the term for Customer’s internal business purposes.
License to Provider
Customer grants Provider a limited license to use Customer Data solely to provide, maintain, secure, support, and improve the Services.
Subprocessors
Provider may use subprocessors (e.g., hosting, infrastructure, payment processing, support tooling) to deliver the Services. Subprocessor details may be provided to Customers under Provider’s customer contracting/compliance materials (for example, under a DPA, where applicable).
Support
Provider will provide support as described in the Product Schedule, Documentation, or applicable Order Form. No service level agreement (SLA) or uptime guarantee applies unless expressly stated in an Order Form.
Warranties and Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Limitation of Liability
Excluded Damages
Neither party is liable for indirect, incidental, special, consequential, or punitive damages.
Cap
Each party’s aggregate liability under these Terms is capped at the fees paid or payable by Customer to Provider under the applicable Order Form(s) in the twelve (12) months preceding the event giving rise to the claim. If no fees have been paid, Provider’s total liability is capped at $100.
Exceptions
The exclusions/cap do not apply to: (a) Customer’s payment obligations, (b) a party’s breach of confidentiality, or (c) a party’s indemnification obligations under Section 18.
Basis of the Bargain
The parties acknowledge that the fees reflect the allocation of risk in these Terms and that Provider would not enter into these Terms without these limitations.
Indemnification
By Provider (IP)
Provider will defend and indemnify Customer against third-party claims alleging the Services infringe intellectual property rights, and pay resulting damages, provided Customer promptly notifies Provider and cooperates. Provider may modify/replace the Services to avoid infringement or terminate and refund prepaid unused fees for the affected portion.
Exclusions
Provider has no obligation for claims arising from Customer Data, misuse, third-party systems, or modifications not made by Provider.
By Customer
Customer will defend and indemnify Provider from third-party claims arising from Customer Data or Customer’s unlawful use of the Services, including Customer’s failure to provide required notices or obtain required consents for call recording/transcription.
Procedure
The indemnifying party will have sole control of the defense and settlement of the claim, except that it may not settle any claim that admits fault or imposes obligations on the indemnified party without the indemnified party’s prior written consent (not to be unreasonably withheld). The indemnified party may participate with counsel of its choosing at its own expense.
Suspension and Termination
Suspension
Provider may suspend access for material breach, nonpayment of undisputed fees, or to protect the Services or security.
Termination for Cause
Either party may terminate for material breach if not cured within 10 days after written notice.
Effect
Upon termination, Customer’s right to use the Services ends. Data export/deletion (if any) is handled as described in the Order Form, Documentation, or DPA (if applicable).
Compliance and Export
Customer will comply with applicable laws and will not use the Services in violation of export control or sanctions laws.
Changes to These Terms
Provider may update these Terms from time to time. If changes are material, Provider will post an updated version with a new “Last Updated” date and may provide additional notice. Continued use after the effective date constitutes acceptance, unless an Order Form or MSA provides otherwise.
Governing Law and Venue
These Terms are governed by California law (excluding conflict-of-law rules). Any dispute must be brought in the state or federal courts located in San Mateo County, California, and each party consents to jurisdiction and venue there.
Contact
Samiana LLC (brand: Samiana AI)
Email: support@samiana.ai