Terms of Service

1. Acceptance of Terms

These Terms of Service (the “Terms”) form a binding contract between you and VauxVoice, Inc. (“VauxVoice”, “we”, or “us”). By creating an account, accessing the platform, or using any of our services (collectively, the “Service”), you confirm that you have read these Terms, understand them, and agree to be bound by them. If you do not agree, do not access or use the Service.

If you are using the Service on behalf of a business, organization, or other legal entity, you represent that you are authorized to bind that entity to these Terms, and “you” refers both to you individually and to that entity. The Service is intended for users who are at least 18 years old and is not directed to anyone under 18.

2. The Service

VauxVoice provides AI-powered voice receptionist software designed primarily for medical spa and aesthetic clinic businesses. The Service allows you to deploy a customized AI agent that can answer inbound calls, schedule appointments, send SMS communications, and integrate with third-party booking platforms. Specific features and capabilities are described on our website and within your account dashboard, and may evolve over time.

The Service is provided to you, the business customer. It is not designed, certified, or intended for use as a medical device, for emergency communications, for clinical decision-making, or as a substitute for licensed medical professionals. You are solely responsible for how you configure, deploy, and supervise the Service in your business.

3. Accounts

To use most features of the Service, you must create an account. You agree to:

• •provide accurate, current, and complete information when registering;
• •keep your login credentials confidential and not share them with anyone;
• •be responsible for all activity that occurs under your account, whether authorized by you or not; and
• •notify us promptly at founders@vauxvoice.com if you suspect any unauthorized access or breach of security.

We may suspend or terminate accounts that contain false or incomplete information.

4. Fees and Payment

Use of the Service requires a paid subscription, unless we expressly offer a free trial or free tier. Pricing and plan details are posted on our website and are incorporated into these Terms by reference.

You authorize VauxVoice (or our third-party payment processor) to charge the payment method you provide on a recurring basis for each billing cycle, including any applicable taxes, until you cancel. You agree to keep your payment information current. If a payment fails, we may retry the charge, suspend the Service, or terminate your account.

We may change prices for new billing cycles by giving you reasonable advance notice. If you do not agree to a price change, you may cancel before the new price takes effect. Except where required by applicable law, fees are non-refundable.

5. Cancellation

You may cancel your subscription at any time from within your account dashboard or by emailing founders@vauxvoice.com. Cancellation takes effect at the end of your then-current billing period, and you will continue to have access to the Service until that date. You will not receive a prorated refund for the unused portion of any billing cycle.

If we terminate or suspend your account for breach of these Terms or for non-payment, your access may end immediately and previously paid fees are non-refundable.

6. Acceptable Use

You agree to use the Service only for lawful business purposes and in accordance with these Terms. You agree NOT to:

• •use the Service for any illegal, fraudulent, or unauthorized purpose, or in any way that violates applicable law (including telemarketing and consumer-protection laws such as the TCPA, Telemarketing Sales Rule, and any state-level analogues);
• •configure the Service to handle 911 or other emergency calls, or to provide medical advice, diagnosis, or treatment recommendations to callers;
• •send outbound calls or SMS messages to recipients who have not provided the consent required under applicable law, or to numbers on the National Do Not Call Registry where consent is required;
• •misrepresent the AI agent as a human in any context where applicable law requires disclosure that the caller is interacting with an AI;
• •attempt to reverse engineer, decompile, disassemble, scrape, or extract the underlying source code, prompts, models, or training data of the Service;
• •circumvent, disable, or interfere with security or access-control features of the Service, or attempt to access accounts, data, or areas you are not authorized to access;
• •upload, transmit, or store malware, viruses, or other harmful code, or use the Service to conduct any denial-of-service or similar attack;
• •use the Service to harass, threaten, defame, or harm any person, or to collect personal information about callers without proper consent and a lawful basis;
• •resell, sublicense, or otherwise commercially exploit the Service, or use it to build a competing product; or
• •use the Service in a manner that exceeds reasonable usage levels or that is intended to disrupt the Service for other customers.

We may investigate and take appropriate action — including suspending or terminating your account — if we reasonably believe you have violated these Acceptable Use rules.

7. Healthcare Information and PHI

The Service is general-purpose business software and is not, by default, configured to receive, store, or process Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

If your use of the Service involves PHI, you must execute a separate Business Associate Agreement (“BAA”) with VauxVoice before transmitting any PHI through the Service. Without an executed BAA in place, you agree NOT to upload, transmit, or otherwise input PHI through the Service. You are responsible for evaluating whether your use of the Service requires HIPAA compliance, for obtaining any necessary BAAs (including with our subprocessors where applicable), and for the lawful collection and handling of any patient information under HIPAA, state law, and other applicable regulations.

To request a BAA, contact founders@vauxvoice.com.

8. Customer Data and Third-Party Services

You retain all right, title, and interest in the data you or your callers provide through the Service (“Customer Data”), including call recordings, transcripts, business information, knowledge-base content, customer contact details, and configuration settings. You grant VauxVoice a limited, non-exclusive, worldwide license to host, process, transmit, copy, and display Customer Data solely as needed to provide, secure, support, and improve the Service, in accordance with our Privacy Policy.

To deliver the Service, we use third-party providers, which may include voice infrastructure, language model, voice synthesis, data storage, payment processing, and hosting providers, each operating under their own terms and privacy practices. Your use of the Service is also subject to those third-party providers' terms to the extent applicable. We will use commercially reasonable efforts to maintain the security of Customer Data but cannot guarantee against every form of unauthorized access.

You are solely responsible for the legality, accuracy, and quality of Customer Data; for backing up data that is critical to your business; and for obtaining all consents required from callers (including any call-recording consent under federal and state two-party consent laws).

9. Intellectual Property and Feedback

The Service, including all underlying software, models, prompts, voice profiles, designs, content, and the VauxVoice and Vivienne names and logos (the “VauxVoice IP”), is owned by VauxVoice or its licensors and is protected by copyright, trademark, and other intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Service during your subscription, solely for your internal business purposes, in accordance with these Terms. We reserve all rights not expressly granted to you.

If you submit suggestions, ideas, or feedback about the Service (“Feedback”), you grant VauxVoice a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate that Feedback for any purpose, without compensation to you and without any obligation of confidentiality.

10. Service Availability and Modifications

We strive to keep the Service available and operating reliably, but we do not guarantee uninterrupted access. The Service may experience downtime due to maintenance, updates, third-party outages, or events beyond our control. We reserve the right to modify, suspend, or discontinue all or part of the Service at any time, with or without notice, and we will not be liable to you for any such modification or discontinuation.

11. Disclaimer of Warranties

The Service is provided “as is” and “as available,” without warranties of any kind, express or implied. To the fullest extent permitted by law, VauxVoice disclaims all warranties, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, secure, or free of errors, that the outputs of the AI will be accurate or free of mistakes, or that any defects will be corrected. AI-generated responses may contain errors, omissions, or inaccuracies, and you are responsible for reviewing and verifying outputs before relying on them. The Service is not medical advice and is not a substitute for professional judgment.

12. Limitation of Liability

To the fullest extent permitted by law, in no event will VauxVoice or its directors, officers, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including damages for lost profits, lost revenue, lost data, business interruption, or loss of goodwill, arising out of or relating to these Terms or your use of the Service, whether based on contract, tort, statute, or any other legal theory, and even if VauxVoice has been advised of the possibility of such damages.

VauxVoice's total cumulative liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the amounts you actually paid to VauxVoice for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (USD $100). These limitations apply even if a limited remedy fails of its essential purpose.

13. Indemnification

You agree to defend, indemnify, and hold VauxVoice and its directors, officers, employees, agents, and licensors harmless from and against any claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• (a)your use of the Service;
• (b)Customer Data submitted by you or your callers;
• (c)your violation of these Terms or any applicable law;
• (d)your handling of PHI in violation of HIPAA, an applicable BAA, or other applicable law; or
• (e)your infringement of any third-party right, including intellectual property or privacy rights.

We may, at our option, assume the exclusive defense and control of any matter subject to indemnification under this section, in which case you agree to cooperate with our defense.

14. Term and Termination

These Terms apply for as long as you have an account or are using the Service. We may suspend or terminate your access to the Service immediately, without notice, if (a) you breach these Terms; (b) you fail to pay fees when due; (c) we are required to do so by law; or (d) we reasonably believe your continued use poses a risk to other customers, the Service, or VauxVoice. You may terminate by cancelling your subscription as described in Section 5.

Sections that by their nature should survive termination — including Customer Data ownership, Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, and Miscellaneous — will survive any termination of these Terms.

15. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the “Last updated” date above and provide reasonable notice for material changes by email or through the Service. Your continued use of the Service after the updated Terms take effect constitutes your acceptance. If you do not agree to the updated Terms, you must stop using the Service and may cancel your subscription as described in Section 5.

16. Governing Law

These Terms and any Dispute relating to your use of VauxVoice will be governed by the laws of the State of California, without regard to its conflict-of-laws rules. You irrevocably consent that the state and federal courts located in California will have exclusive jurisdiction to resolve any Dispute that is not subject to arbitration under Section 17 below.

17. Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim relating to these Terms or your use of VauxVoice (each, a “Dispute”, and collectively, the “Disputes”), brought by either you or VauxVoice (each a “Party”, and collectively the “Parties”), the Parties agree to first attempt to negotiate any Dispute (other than those expressly excluded below) informally for at least 90 days before initiating arbitration. Such informal negotiations begin upon written notice from one Party to the other.

For VauxVoice, written notice should be sent to founders@vauxvoice.com and to the mailing address in Section 20.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (other than those expressly excluded below) will be finally and exclusively resolved by binding arbitration.

You understand that without this provision, you would have the right to sue in court and have a jury trial.

The arbitration will be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes (the “AAA Consumer Rules”), both available at adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Consumer Rules and, where appropriate, limited by them.

The arbitration may be conducted in person, by telephone, online, or by submission of documents. The arbitrator will issue a decision in writing but is not required to provide a statement of reasons unless requested by either Party. The arbitrator must apply applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in California.

Except as otherwise provided in these Terms, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award issued by the arbitrator.

If for any reason a Dispute proceeds in court rather than in arbitration, it must be brought in the state and federal courts located in California, and the Parties consent to personal jurisdiction in those courts and waive any objection based on lack of personal jurisdiction or inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) do not apply to these Terms.

If this arbitration provision is found to be illegal or unenforceable, neither Party will elect to arbitrate any Dispute falling within that portion of the provision found to be illegal or unenforceable, and such Dispute will be decided by a court of competent jurisdiction in the courts identified above.

Restrictions

The Parties agree that any arbitration will be limited to the Dispute between the Parties individually. To the full extent permitted by law:

• (a)no arbitration may be joined with any other proceeding;
• (b)there is no right or authority for any Dispute to be arbitrated on a class-action basis or to use class-action procedures; and
• (c)there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the informal negotiations and binding arbitration provisions above:

• (a)any Dispute seeking to enforce or protect, or concerning the validity of, any intellectual property right of a Party;
• (b)any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and
• (c)any claim for injunctive relief.

If this provision is found to be illegal or unenforceable, neither Party will elect to arbitrate any Dispute falling within that portion of the provision found to be illegal or unenforceable, and such Dispute will be decided by a court of competent jurisdiction in the courts identified above.

18. Electronic Communications

By using the Service, you consent to receive communications from us electronically — including notices, agreements, disclosures, and other communications — by email or through the Service. You agree that all electronic communications, agreements, and signatures satisfy any legal requirement that those records be in writing or signed.

19. Miscellaneous

These Terms (together with any policies referenced in them, including our Privacy Policy and any BAA you have executed with us) form the entire agreement between you and VauxVoice with respect to the Service and supersede any prior or contemporaneous agreements. If any provision of these Terms is held to be unenforceable, the remaining provisions will continue in full force, and the unenforceable provision will be enforced to the maximum extent permitted by law.

Our failure to enforce any provision is not a waiver of that provision. You may not assign or transfer these Terms or your rights under them without our prior written consent; we may assign these Terms freely. There is no joint venture, partnership, employment, or agency relationship between you and VauxVoice. Neither party will be liable for any failure or delay caused by events beyond its reasonable control.

20. Contact

For any questions about these Terms, or to start the informal negotiation process under Section 17, contact: