Master service agreement

This Master Service Agreement (the "Agreement") is between Aila Labs Limited, a company registered in England and Wales (company number 16657402), doing business as Joanie ("Joanie," "we," "us," or "our"), and the business that accepts it ("Customer" or "you").

How you accept. You accept this Agreement by (a) ticking the box to agree to it in our onboarding form, or clicking "I agree" (or a similar button) on a sign-up page or checkout, (b) replying "I agree" (or similar words of acceptance) to an email from us that links to this Agreement or attaches an Order, or (c) using the Services after receiving this Agreement. Your acceptance is your electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and similar laws, and has the same effect as a handwritten signature.

You must be a business. The Services are for business use only. The person accepting confirms that they are at least 18 and have authority to bind the Customer. Consumer-protection laws that apply only to individual consumers do not apply to this Agreement to the extent permitted by law.

1. Definitions

"Aggregated Data" means data derived from Customer Data and other customers' data that is aggregated or de-identified so that it does not identify you, any Caller, or any individual.

"AI Agent" means Joanie's AI voice agent and related automated features that answer, handle, summarise, route, or follow up on calls and messages on your behalf.

"Authorized User" means your employees and contractors you allow to use your Account.

"Account" means your Joanie account and dashboard.

"Caller" means any person who calls, texts, or is called or texted by the AI Agent on your behalf (for example, your customers and prospects).

"Customer Data" means data you or Callers provide to or through the Services, including call audio and recordings, transcripts, summaries, caller phone numbers, messages, booking details, and your business information, scripts, and instructions. Customer Data excludes Aggregated Data and Usage Data.

"Documentation" means our then-current help pages, onboarding materials, and product descriptions.

"Fees" means the Onboarding Fee, Subscription Fees, and any other amounts stated in an Order.

"Go-Live Date" means the day the AI Agent first answers live calls for your business.

"Order" means the plan you accept in our onboarding form, or an Order or plan summary sent to you by email or shown at checkout, that references this Agreement.

"Services" means the AI Agent, phone numbers, call handling, dashboard, integrations, onboarding and setup services, and other services we provide under an Order.

"Third-Party Services" means services not provided by Joanie, including telephony carriers, AI language and speech providers, calendar, CRM, field-service, and payment tools.

"Usage Data" means technical and operational data about how the Services are used and perform (for example, call counts, durations, latency, error logs, and feature usage), excluding the content of calls.

2. The Services

2.1 Provision. Subject to this Agreement and your payment of Fees, we will make the Services described in your Order available to you during the Term, and you may use them for your internal business purposes.

2.2 Onboarding. We will work with you to configure the AI Agent (for example, your greeting, services offered, service area, the questions it asks callers, booking rules, and escalation contacts). You are responsible for giving us accurate information and reviewing and approving the configuration before go-live. Target go-live dates are estimates.

2.3 Phone numbers. We may provision phone numbers for you through a telephony provider, or you may forward or port your existing number. Numbers we provision remain subject to carrier rules. If you are paid up when the Agreement ends and you ask us in writing within 30 days, we will use reasonable efforts to support porting a provisioned number to you; otherwise the number may be released. Text messaging may require carrier registration (such as A2P 10DLC), and you agree to provide the information required for it.

2.4 Changes to the Services. We may add, change, or remove features. We will not materially reduce the core functionality of a plan you have paid for during the current billing period. If we make a change that materially and adversely affects you, you may cancel under Section 5.2 and we will refund any prepaid Subscription Fees for the unused part of the then-current billing period.

2.5 Beta features. We may offer features labelled "beta," "pilot," "preview," or similar. They are provided "as is," may be changed or discontinued at any time, and are excluded from any commitments in this Agreement.

2.6 Support. We provide support by email at hello@joanie.dev and aim to reply within one business day. Unless an Order says otherwise, we do not offer a service-level agreement or uptime guarantee.

2.7 Hypercare. For the first seven days after your Go-Live Date (the "Hypercare Period"), we will review the calls the AI Agent handles for you and adjust its configuration as needed. Hypercare is included in your Fees.

3. Customer Accounts

3.1 Account and users. You are responsible for your Account, for all activity under it, and for your Authorized Users' compliance with this Agreement. Keep credentials confidential and tell us promptly at hello@joanie.dev if you suspect unauthorised access.

3.2 Accurate information. You will keep your account, billing, and contact information accurate and current. Notices we send to the email on your Account are deemed received.

3.3 Configuration and instructions. You control what the AI Agent is told about your business, what it may say, and what it may do (for example, quoting price ranges, booking jobs, or transferring calls). You are responsible for the accuracy and lawfulness of those instructions and for reviewing outputs such as bookings, quotes, and summaries.

4. Fees, Billing, and Payment

4.1 Fees. You will pay the Fees in your Order. Unless the Order says otherwise, the Fees are:

• Onboarding Fee: a one-off fee of US$597, charged when you accept the Order (or on the date stated in the Order).

• Subscription Fees: US$597 per month, charged in advance on your Go-Live Date and on the same day each following month (the "Billing Date"). We do not charge Subscription Fees before your Go-Live Date.

We do not currently charge usage-based fees. If we introduce them, Section 4.8 applies. All Fees are in U.S. dollars.

4.2 Onboarding Fee. The Onboarding Fee covers setup work and is non-refundable once paid, except (a) under the guarantee in Section 4.10, or (b) if we fail to make the AI Agent available for go-live within 60 days after you have provided all information and approvals we reasonably requested, and that failure is caused by us, in which case you may cancel and we will refund the Onboarding Fee.

4.3 Automatic monthly renewal. Your subscription renews automatically every month for another one-month billing period until you or we cancel it under Section 5. You will be charged the then-current Subscription Fee on each Billing Date.

4.4 Authorisation to charge your card on file. By accepting an Order, you authorise Joanie and its payment processor, Stripe, to charge the payment card (or other payment method) you have on file with us, or any replacement you provide, for: (a) the Onboarding Fee; (b) recurring monthly Subscription Fees on each Billing Date; and (c) applicable taxes, in each case in the amounts described in your Order or as later changed under Section 4.8, until you cancel. This authorisation continues until your subscription is cancelled and all amounts owed are paid. You confirm you are authorised to use the payment method. Card issuers may update card details automatically, and you agree we may use updated details. Receipts are available by email or in Stripe's customer portal.

4.5 Taxes. Fees exclude taxes. You are responsible for all sales, use, value-added, telecommunications, and similar taxes and regulatory fees relating to the Services (other than taxes on our net income). If we are required to collect them, we will add them to your invoice or charge.

4.6 Failed or late payment. If a charge fails, we (through Stripe) may retry the charge and will notify you. If any amount is not paid within 10 days after its due date, we may: (a) suspend the Services under Section 13 after notice to you; (b) charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law; and (c) recover reasonable costs of collection. You will not be charged interest on amounts you dispute in good faith and in writing within 30 days of the charge, while we work together to resolve the dispute.

4.7 Chargebacks. Please contact us before disputing a charge with your card issuer. Raising a chargeback for amounts properly due is a breach of this Agreement, and we may suspend the Services until it is resolved.

4.8 Price changes. We may change the Fees by giving you at least 30 days' notice by email. The change takes effect at the start of your first billing period that begins after the notice period ends. If you do not agree, you may cancel before the change takes effect. Continuing your subscription after that date means you accept the new Fees.

4.9 Refunds. Except as expressly stated in this Agreement (Sections 2.4, 4.2, 4.10, 5.3, 12.2, and 15.2), Fees are non-refundable and there are no refunds or credits for partial months.

4.10 Pays-for-herself guarantee.

(a) In this Section: "Guarantee Period" means the first two months after your Go-Live Date; "Guarantee Target" means two months of your Subscription Fee plus your Onboarding Fee (US$1,791 on the standard plan of US$597 per month and a US$597 Onboarding Fee); and "Booked Estimate Value" means the total value of the estimates or quotes you issued for jobs whose estimate appointment the AI Agent booked during the Guarantee Period, as shown in your CRM or in the estimates you share with us.

(b) If the Booked Estimate Value is less than the Guarantee Target, we will refund the Onboarding Fee and the Subscription Fees you paid for the Guarantee Period, plus an additional 10% of that total.

(c) To claim, email hello@joanie.dev within 30 days after the Guarantee Period ends. We will work out the Booked Estimate Value from your CRM and our call records and share the figures with you. We will pay any refund to your payment method on file within 14 days of confirming it.

(d) The guarantee applies only if, throughout the Guarantee Period: (i) your calls were routed to the AI Agent as agreed during onboarding (for example, call forwarding for missed or after-hours calls stayed in place), except during outages caused by us; (ii) you kept giving us the CRM or calendar access the AI Agent needs to book estimates and that we need to check them; and (iii) you paid the Fees when due and were not in material breach of this Agreement. It applies once per Customer.

(e) If we pay a refund under this Section, your subscription ends on the date we pay it, unless we both agree in writing to continue.

5. Term and Cancellation

5.1 Term. This Agreement starts when you accept it and continues until all Orders have ended (the "Term").

5.2 Cancel anytime. You may cancel your subscription at any time by emailing hello@joanie.dev. Cancellation takes effect at the end of your current paid billing period. You keep access until then and will not be charged further Subscription Fees.

5.3 Our right to cancel. We may cancel your subscription for any reason by giving you 30 days' notice. In that case we will refund any prepaid Subscription Fees for the period after cancellation takes effect.

5.4 Termination for cause. Either party may terminate this Agreement immediately by notice if the other party (a) materially breaches it and does not cure the breach within 15 days after notice (or 5 days for non-payment), or (b) becomes insolvent or subject to bankruptcy proceedings. We may also terminate immediately if you materially breach Section 6 (Customer Responsibilities) or Section 10 (Acceptable Use) in a way that exposes us or others to legal liability or harm.

5.5 Effect of termination. When the Agreement ends: (a) your right to use the Services ends; (b) you will pay all Fees owed up to the termination date; (c) for 30 days afterwards you may request an export of your Customer Data available in the dashboard (for example, call logs, transcripts, and recordings); and (d) we will then delete Customer Data within 90 days, except as required by law or retained in routine backups that are overwritten in the ordinary course (which remain protected by this Agreement).

5.6 Survival. Sections 4 (for amounts owed and any guarantee claim made in time), 5.5, 5.6, and 7 through 18 survive termination.

6. Customer Responsibilities: Calls, Recording, Consent, and Telemarketing

You, not Joanie, are responsible for how the Services are used to communicate with Callers and for complying with the laws that apply to your calls and messages.

6.1 Call recording and monitoring consent. The Services record, transcribe, and analyse calls. Many U.S. states require all parties to a call to consent to recording or monitoring (including, for example, California, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania, and Washington; this list is not exhaustive and laws change). You are responsible for: (a) ensuring each Caller receives any notice and gives any consent required by law before or at the start of the call (for example, "This call may be recorded and is answered by an AI assistant"); (b) choosing and approving the greeting and disclosures used by the AI Agent. We recommend a greeting that says the call may be recorded and is answered by an AI assistant, and we will set one up on request; and (c) giving Callers any privacy notice required by law about how you (and we, on your behalf) use their information.

6.2 AI disclosure. Some laws require disclosure that a caller is interacting with an automated system or AI, or prohibit misleading people into thinking they are talking to a human. You will not instruct the AI Agent to claim to be a human, and you will keep any AI disclosure required by law.

6.3 Outbound calls and texts. If you use any feature that places outbound calls or sends text messages (for example, callbacks, appointment reminders, follow-ups, or review requests), you are solely responsible for complying with the Telephone Consumer Protection Act (TCPA), the FCC's rules (including rules treating AI-generated voices as "artificial" voices), the Telemarketing Sales Rule, the National Do Not Call Registry, state telemarketing, "mini-TCPA," and calling-hours laws, and carrier and CTIA messaging guidelines. This includes: (a) obtaining and keeping records of any prior express consent or prior express written consent required for each call or text; (b) honouring opt-out and "STOP" requests and maintaining an internal do-not-call list; (c) scrubbing against applicable do-not-call lists; (d) respecting permitted calling hours and frequency limits; and (e) providing required identification and opt-out information. You are the "initiator" or "sender" of any outbound call or message made at your direction. Joanie provides the technology only and does not decide whom to contact, when, or with what consent. You will not use the Services to place unsolicited marketing calls or texts.

6.4 Emergencies and regulated advice. You will not hold the Services out as a way to reach emergency services or as a source of safety-critical, legal, medical, or financial advice. You will maintain your own procedures for urgent situations (for example, gas leaks, flooding, electrical hazards, or injuries), including a human escalation contact.

6.5 Your data and rights. You represent that you have all rights, notices, and consents needed for us to process Customer Data as described in this Agreement and our Privacy Policy, including any data you import from your own systems.

6.6 Your customers' contracts. Bookings, quotes, price ranges, and other commitments the AI Agent communicates under your configuration are communications on your behalf. You are responsible for your contracts and relationships with your customers, including honouring or correcting bookings and quotes.

6.7 Equipment and connectivity. You are responsible for your phones, call-forwarding settings, internet access, and any Third-Party Services you connect.

7. AI Limitations

7.1 AI can make mistakes. The AI Agent uses machine learning, speech recognition, and language models. Its outputs are probabilistic and may be inaccurate, incomplete, or inappropriate. It may mishear or misunderstand Callers, give wrong information, fail to book or mis-book appointments, quote incorrectly, transfer or drop calls, mis-transcribe, or fail to recognise urgency. Call quality also depends on carriers and networks outside our control.

7.2 Your oversight. You are responsible for reviewing call summaries, transcripts, bookings, and messages, and for following up with Callers as appropriate. Do not rely on the AI Agent as your only record or only means of handling important or time-sensitive matters.

7.3 Not an emergency service. The Services are not an emergency service and cannot call 911 or other emergency services. The AI Agent can put calls it identifies as urgent through to the escalation number you give us, but it may not recognise every urgent call, and a transfer may fail if your line does not answer. Callers facing a threat to life or property should dial 911.

7.4 No professional advice. The AI Agent does not provide legal, safety, engineering, building-code, medical, or financial advice.

8. Data Processing and Confidentiality

8.1 Our role. For Customer Data, you are the business or controller and Joanie is your service provider or processor. We will process Customer Data only to provide, maintain, secure, support, and improve the Services for you, as described in this Agreement and our Privacy Policy, on your documented instructions (this Agreement, your Order, and your configuration are your instructions), and as required by law.

8.2 Service-provider commitments (CCPA/CPRA). To the extent the California Consumer Privacy Act (as amended by the CPRA) applies, we will not: (a) sell or share (for cross-context behavioural advertising) Customer Data; (b) retain, use, or disclose it for any purpose other than the business purposes in this Agreement; (c) retain, use, or disclose it outside our direct business relationship with you; or (d) combine it with personal information from other sources except as permitted by law. We will comply with applicable obligations under the CCPA, provide the same level of privacy protection it requires, and notify you if we can no longer meet those obligations. You may take reasonable steps to stop and remediate unauthorised use. We certify that we understand these restrictions.

8.3 Model training. We do not use Customer Data to train general-purpose AI models that are made available to other customers or third parties. We require our AI language and speech providers not to use Customer Data to train their models, to the extent such terms are available from them. We may use Customer Data to configure, test, and improve the AI Agent for you, and to create Aggregated Data under Section 9.3.

8.4 Subprocessors. You authorise us to use subprocessors (for example, telephony, AI language, speech-to-text, text-to-speech, hosting, and payment providers) to provide the Services. Our current list is available on request at hello@joanie.dev. We will impose data-protection terms on subprocessors that are at least as protective as required by applicable law and remain responsible for their performance of our obligations. We will update the list before adding new subprocessors where reasonably practicable. If you reasonably object on data-protection grounds, you may cancel under Section 5.2.

8.5 Security. We will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit, access controls, and least-privilege access. We will notify you without undue delay (and in any event within the time required by law) after becoming aware of a breach of security leading to unauthorised access to Customer Data, and will reasonably cooperate with you.

8.6 Retention. Unless the law requires otherwise, we keep call recordings, transcripts, summaries, and call logs for the life of your Account, subject to Section 5.5. You may ask us to delete specific records earlier.

8.7 Assistance with requests. We will provide reasonable assistance (taking into account the nature of the processing) to help you respond to requests from Callers to access, delete, or correct their information, and will forward to you any such requests we receive directly.

8.8 International data. We host and process Customer Data primarily in the United States. If you are subject to the GDPR or UK GDPR, contact us before use so we can put in place a data processing agreement and transfer mechanism. Unless we have signed one, you will not use the Services to process personal data subject to those laws.

8.9 Data processing addendum. If you need a separate data processing addendum (DPA), we will make our standard DPA available on request at hello@joanie.dev. If signed, it controls over this Section 8 for data protection matters.

8.10 Confidentiality. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, our product roadmap, pricing, and non-public technology. The recipient will use Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and disclose it only to its employees, contractors, advisers, and subprocessors who need to know it and are bound by confidentiality obligations. Confidential Information does not include information that is or becomes public through no fault of the recipient, was already known to it, is independently developed, or is rightfully received from a third party without restriction. The recipient may disclose Confidential Information if required by law, after giving reasonable notice (where legally permitted) so the discloser can seek protection.

9. Intellectual Property and Data Licences

9.1 Our IP. Joanie and its licensors own the Services, the AI Agent, Documentation, software, prompts, workflows, models, and all improvements, and all related intellectual property rights. Except for the limited rights expressly granted in this Agreement, no rights are granted to you.

9.2 Your data. As between the parties, you own Customer Data. You grant Joanie and its subprocessors a worldwide, non-exclusive, royalty-free licence during the Term (and afterwards as needed for Section 5.5) to host, copy, process, transmit, display, analyse, and use Customer Data to provide, maintain, secure, support, and improve the Services for you, and as otherwise permitted by this Agreement.

9.3 Aggregated and Usage Data. We may collect and use Usage Data, and create and use Aggregated Data, to operate, analyse, benchmark, improve, and develop our products and services, provided we do not identify you, any Caller, or any individual, and we do not attempt to re-identify de-identified data. We own Usage Data and Aggregated Data.

9.4 Outputs. Subject to your payment of Fees and compliance with this Agreement, you may use transcripts, summaries, and other outputs the Services generate for you for your business purposes. Outputs may be similar to those generated for others, and we do not claim that outputs are unique or protected by intellectual property rights.

9.5 Feedback. If you give us suggestions or feedback, we may use them without restriction or obligation to you.

9.6 Your name and logo. We may identify you as a customer (name and logo) on our website and in sales materials. You may opt out at any time by emailing hello@joanie.dev.

10. Acceptable Use

You will not, and will not allow anyone to: (a) use the Services in violation of any law, including recording, privacy, consumer-protection, anti-discrimination, telemarketing, and anti-spam laws; (b) place robocalls, unsolicited marketing calls or texts, or calls to numbers without required consent; (c) use the Services to impersonate any person, deceive Callers about being human, or engage in fraud, phishing, or "spoofing" of caller ID; (d) collect payment card numbers, bank details, Social Security numbers, health information, or other sensitive data through the AI Agent unless we have agreed in writing that a feature is designed for that purpose; (e) use the Services to make decisions with legal or similarly significant effects on individuals (for example, credit, employment, or housing decisions); (f) upload or transmit malware, or interfere with or disrupt the Services or carriers' networks; (g) reverse engineer, decompile, or attempt to extract source code, models, or prompts, except to the extent the law expressly permits; (h) access the Services to build a competing product, or benchmark them for publication without our consent; (i) resell, sublicense, or provide the Services to third parties except as expressly permitted in an Order; (j) probe, scan, or test the vulnerability of the Services, or bypass security or usage limits; or (k) use the Services in a way that violates the acceptable-use policies of our Third-Party Service providers that we make available to you.

11. Third-Party Services

11.1 Dependencies. The Services depend on Third-Party Services, such as telephony carriers and providers, AI language and speech providers, hosting providers, and Stripe for payments. Their availability, performance, and policies are outside our control, and we are not responsible for outages, errors, or changes caused by them. If a Third-Party Service becomes unavailable or changes its terms, we may replace it or change the affected feature.

11.2 Your integrations. If you connect Third-Party Services (for example, a calendar, a CRM, or field-service software), you authorise us to exchange data with them on your behalf. Your use of them is governed by your agreement with that provider, and we are not responsible for their acts, omissions, or data handling.

11.3 Payments. Payments are processed by Stripe, subject to Stripe's terms and privacy policy. We do not store full card numbers.

12. Warranties and Disclaimers

12.1 Mutual. Each party represents that it has authority to enter into this Agreement.

12.2 Our limited warranty. We will provide the Services in a professional manner consistent with general industry standards. If we do not, tell us in writing within 30 days, and we will use reasonable efforts to correct the problem. If we cannot correct it within a reasonable time, either party may terminate the affected Order, and we will refund prepaid Subscription Fees for the unused portion of the billing period. This is your sole and exclusive remedy for breach of this warranty.

12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT (INCLUDING THE GUARANTEE IN SECTION 4.10), THE SERVICES, OUTPUTS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, JOANIE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT EVERY CALL WILL BE ANSWERED, CORRECTLY UNDERSTOOD, OR RECORDED, OR THAT OUTPUTS WILL BE ACCURATE. EXCEPT FOR THE REFUND IN SECTION 4.10, WE DO NOT PROMISE THAT THE SERVICES WILL GENERATE ANY PARTICULAR LEADS, BOOKINGS, OR REVENUE.

13. Suspension

We may suspend all or part of the Services (including specific phone numbers or outbound features) if: (a) any amount is overdue under Section 4.6; (b) we reasonably believe your use violates Section 6 or Section 10, or the law; (c) your use poses a security risk or could harm us, Callers, carriers, or others; (d) a carrier or Third-Party Service provider requires it; or (e) we are required to by law or a court or regulator. We will give you notice in advance where reasonably practicable (and otherwise promptly afterwards), limit the suspension to what is reasonably necessary, and restore the Services once the issue is resolved. Fees continue to accrue during a suspension caused by you.

14. Limitation of Liability

14.1 Exclusion of certain damages. 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, BUSINESS, JOBS, CUSTOMERS, GOODWILL, OR DATA, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

14.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER TO JOANIE UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

14.3 Exceptions. Sections 14.1 and 14.2 do not limit: (a) your obligation to pay Fees; (b) our obligation to pay a refund due under Section 4.10; (c) your indemnification obligations under Section 15.1; (d) your liability for breach of Section 6 or Section 10; or (e) either party's liability for fraud or wilful misconduct, or any liability that cannot be limited by law.

14.4 Basis of the bargain. The parties agree these limitations are a reasonable allocation of risk and are reflected in the Fees, and apply regardless of the theory of liability (contract, tort including negligence, strict liability, or otherwise) and even if a limited remedy fails of its essential purpose.

15. Indemnities

15.1 By you. You will defend Joanie, its affiliates, and their officers, directors, employees, and agents against any third-party claim, investigation, or proceeding (including by a Caller, carrier, or regulator), and indemnify them for resulting losses, damages, fines, penalties, settlements, and reasonable legal fees, to the extent arising from: (a) your failure to provide notices or obtain consents required by law for recording, monitoring, AI interactions, calls, or texts, including under the TCPA, telemarketing, do-not-call, and wiretap or call-recording laws; (b) Customer Data, your configuration or instructions, or outbound campaigns you direct; (c) your relationships and contracts with your customers, including bookings, quotes, and work performed; (d) your breach of Section 6 or Section 10; or (e) your violation of law.

15.2 By us. We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with this Agreement, infringe or misappropriate that third party's U.S. patent, copyright, trademark, or trade secret, and indemnify you for resulting damages finally awarded or agreed in settlement. We have no obligation for claims arising from Customer Data, your instructions, outputs, Third-Party Services, modifications not made by us, combinations with items not provided by us, or use in breach of this Agreement. If the Services are, or we believe they are likely to be, subject to such a claim, we may procure the right for you to keep using them, modify them to be non-infringing, or terminate the affected Services and refund prepaid unused Subscription Fees. This Section 15.2 states our entire liability and your exclusive remedy for infringement claims, and is subject to Section 14.2.

15.3 Process. The indemnified party must promptly notify the indemnifying party of the claim (delay only relieves obligations to the extent it causes prejudice), give the indemnifying party sole control of the defence and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that imposes non-monetary obligations on, or admits fault by, the indemnified party without its consent (not to be unreasonably withheld). The indemnified party may participate with its own counsel at its own expense.

16. Changes to This Agreement

We may update this Agreement from time to time. We will post the updated version with a new "Last updated" date and, for material changes, give you at least 30 days' notice by email or in the Services. Material changes take effect at the start of your next billing period after the notice period ends; other changes take effect when posted. If you do not agree, you may cancel before the changes take effect. Continuing to use the Services after that means you accept them. Changes to Fees are governed by Section 4.8. A change will not apply retroactively to a dispute that arose before the change, or reduce a guarantee that already applies to you under Section 4.10.

17. Governing Law and Disputes

17.1 Governing law. This Agreement is governed by the laws of England and Wales, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Talk to us first. Before starting any formal proceeding, the party with a dispute will send written notice describing it, and the parties' senior representatives will try in good faith to resolve it for 30 days.

17.3 Courts. If the dispute is not resolved, it will be decided exclusively in the courts of England and Wales, and each party submits to the jurisdiction of those courts. Either party may (a) bring an individual claim in small-claims court where it qualifies, and (b) seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. Each party may also bring a claim to collect unpaid Fees in any court of competent jurisdiction.

17.4 Jury and class waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL, AND ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

17.5 Time limit. Any claim arising out of this Agreement must be brought within one year after the claim arose, except claims for unpaid Fees or indemnification, or where a longer period is required by law.

18. Miscellaneous

18.1 Order of precedence. If there is a conflict, the following order applies: (1) a signed DPA (for data-protection matters only); (2) an Order (only for pricing, plan, billing dates, and other terms it expressly states override this Agreement); (3) this Agreement; (4) Documentation. Any terms in your purchase order or other documents are rejected and have no effect.

18.2 Entire agreement. This Agreement, including all Orders and documents referenced in it, is the entire agreement between the parties about its subject matter and replaces all prior agreements and discussions.

18.3 Notices. We may give notices by email to your Account email or in the Services. You must give notices to hello@joanie.dev, with a copy to Aila Labs Limited, 71-75 Shelton Street, London WC2H 9JQ, United Kingdom, for notices of breach or legal claims. Email notices are effective when sent unless a bounce-back is received.

18.4 Assignment. Neither party may assign this Agreement without the other's consent, except that either party may assign it without consent to an affiliate or to a successor in a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its relevant assets or business. This includes our assignment of this Agreement to a U.S. affiliate formed as part of a reorganisation of our business, which you consent to now. Any other attempted assignment is void.

18.5 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including carrier or network failures, outages of Third-Party Services, power failures, natural disasters, pandemics, war, terrorism, labour disputes, cyberattacks, or government action.

18.6 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship, except that the AI Agent communicates with Callers on your behalf as your service provider as described in this Agreement.

18.7 No third-party beneficiaries. There are no third-party beneficiaries of this Agreement, including Callers.

18.8 Waiver and severability. A failure to enforce a provision is not a waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the rest of the Agreement remains in effect.

18.9 Export and sanctions. You will not use the Services in violation of U.S. export-control or sanctions laws, and you represent you are not located in, or owned or controlled by persons in, an embargoed country or on a U.S. restricted-party list.

18.10 Electronic communications. The parties consent to doing business electronically. An Order may be accepted by ticking a box, click-through, email reply, or electronic signature, and copies have the same effect as originals.

18.11 Headings and interpretation. Headings are for convenience only. "Including" means "including without limitation."

Contact: Aila Labs Limited (doing business as Joanie), 71-75 Shelton Street, London WC2H 9JQ, United Kingdom. hello@joanie.dev