Terms of Sale

Metafonics Terms of Service These Terms of Service ("Agreement") constitute a legally binding agreement between you ("Customer" or "You") and Metafonics AI Technologies ("Metafonics", "We", "Us", or "Our"). By creating an account, or by accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. 1. Parties 1.1. Metafonics: Metafonics AI Technologies, a company with its principal place of business at 1750 Rogers Ave, San Jose, CA 95112, USA. For the purposes of this Agreement, Metafonics AI Technologies is the U.S. operating entity corresponding to the Turkish entity Metafonics Yapay Zeka Teknolojileri A.Ş. Email: info@metafonics.com Website: https://metafonics.com 1.2. Customer: The individual or legal entity registering for or using the Services. Address: [As provided by Customer during registration] Email: [As provided by Customer during registration] 2. Definitions Website: The internet site at the domain "https://metafonics.com" and all its subdomains, mobile versions, web applications, and updated versions, the property and intellectual property of which belong to Metafonics. Customer: The natural person or legal entity that registers for the Platform and utilizes the Services by electronically accepting this Agreement. Platform: The software infrastructure, administrative panel, and related technical systems developed by Metafonics and made available to the Customer, which provide AI-powered call management, data analysis, automation, reporting, and integration services. Services: All services provided by Metafonics under this Agreement, including but not limited to AI-powered call answering, routing, voice/text response generation, recording, analysis, reporting, automation, and integrations. User: An individual (such as an employee or contractor of the Customer) authorized by the Customer to use the Services on its behalf. 3. Acceptance and Formation of Agreement 3.1. By completing the registration process and clicking "I Agree" (or a similar button or link), you represent that you have read and understood the preliminary information regarding the basic qualities, sales price, payment methods, and conditions of use of the Services offered on the Website. 3.2. You represent and warrant that (i) you have the full legal authority to enter into this Agreement and bind the Customer to its terms; (ii) all information you provide during registration is accurate, complete, and current; and (iii) you will maintain the accuracy of such information. 3.3. You must provide all information requested by Metafonics to complete registration. You are obligated to notify Metafonics of any changes to your registration information within three (3) business days. Metafonics shall not be liable for any inability to access or use the Website or Services due to incomplete, inaccurate, or outdated information. You agree to indemnify Metafonics for any and all losses incurred due to the falsity of such information. 4. Account Registration and Security 4.1. Access credentials, account activation details, and other usage data will be delivered electronically to the email address provided by the Customer during registration or made available within the Customer's account on the Platform. The Customer is solely responsible for maintaining the accuracy and currency of their contact information. 4.2. Metafonics reserves the right, in its sole discretion, to refuse a registration application, or to suspend, temporarily halt, or permanently terminate an existing account for any reason or no reason. 4.3. Access to the Services is granted through a unique username and password. These credentials are for the exclusive use of the Customer and its authorized Users. The Customer is prohibited from allowing any third party to use its username and password. The Customer is solely responsible for all legal and financial liability arising from the sharing or unauthorized use of its credentials. 4.4. The Customer is responsible for maintaining the confidentiality and security of its account username and password. All activities that occur under the Customer’s account are deemed to have been performed by the Customer. The Customer assumes all liability for such activities. 5. Customer Obligations and Acceptable Use 5.1. The Customer agrees to use the Platform and Services only for lawful purposes and in accordance with this Agreement and all applicable federal, state, and local laws and regulations, including but not limited to the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and relevant data privacy laws. 5.2. The Customer is responsible for inputting and maintaining accurate and complete information about its organization and operations into the Platform. The AI's performance and responses are based on the data provided by the Customer. The Customer acknowledges that incomplete or inaccurate data will directly impact the AI's conversational abilities and predictions, and Metafonics bears no responsibility for outcomes resulting from such data deficiencies. 5.3. The Customer shall not, and shall not permit its Users or any third party to: a. Copy, modify, create derivative works from, reverse engineer, decompile, or otherwise attempt to discover the source code of the Platform or Services. b. Use the Services in a manner that could damage, disable, overburden, or impair the Platform's infrastructure or interfere with any other party's use of the Services. c. Use the Services to transmit any material that is unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable. d. Use the Services to send unsolicited commercial communications (spam) in violation of the CAN-SPAM Act or other applicable laws. e. Make automated or prerecorded calls or texts in violation of the TCPA or other applicable regulations. The Customer warrants that it has obtained all necessary prior express written consent from its customers to be contacted via the Services. f. Use the Services to mislead, deceive, or defraud its customers or any other party. g. Attempt to gain unauthorized access to the Platform, other accounts, or computer systems or networks connected to the Services. h. Use any false information, fraudulent names, or invalid credit cards to obtain the Services. i. Infringe upon the intellectual property, privacy, or other rights of Metafonics or any third party. 5.4. In the event of a breach of this section, Metafonics reserves the right to immediately suspend or terminate the Customer's account and access to the Services without notice and to pursue all available legal remedies. The Customer agrees to indemnify and hold Metafonics harmless from any and all damages, losses, and expenses arising from such a breach. 6. Service Availability and Maintenance 6.1. Metafonics reserves the right to modify, limit, suspend, or discontinue the operation of the Platform or Services, in whole or in part, at its discretion due to technical requirements, security reasons, changes in law, or for business purposes. 6.2. The Services may be temporarily unavailable during periods of scheduled maintenance, repairs, or updates, or due to unexpected system issues or force majeure events. Metafonics will use commercially reasonable efforts to resolve any service interruptions. However, Metafonics shall not be liable for any damages arising from the inability to access or use the Services during such times. 6.3. The Customer is responsible for implementing its own security measures, including virus protection systems. The Customer assumes all risk for any errors, and their direct or indirect consequences, that may occur in its own software and operating systems from accessing the Website. 7. Fees and Payment 7.1. The fees for the Services are based on the subscription plan selected by the Customer ("Subscription Plan"). The features and pricing for each Subscription Plan are set forth on our Website or in a separate ordering document, which is incorporated by reference into this Agreement. 7.2. Unless otherwise agreed in writing, Metafonics has no obligation to provide the Services until all applicable fees have been paid in full. Services are billed in advance on a recurring basis (e.g., monthly or annually) as specified in the Subscription Plan. 7.3. If the Customer fails to make a timely payment, Metafonics may, without prejudice to its other rights and remedies, suspend access to the Services until the outstanding balance is paid. 7.4. All payments are processed in U.S. Dollars (USD) to the bank account or via the payment processor specified by Metafonics. If payment is made by credit card, the Customer represents and warrants that it is the authorized user of the credit card. 7.5. Fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). The Customer is responsible for paying all Taxes associated with its purchases hereunder. 7.6. All fees are non-refundable. There will be no refunds or credits for partially used periods, upgrade/downgrade refunds, or refunds for unused time with an open account. 8. Term and Termination 8.1. This Agreement commences on the date you first accept it and continues for the subscription term specified in your selected Subscription Plan. Subscription Plans will automatically renew for successive periods of the same duration unless either party gives the other notice of non-renewal before the end of the relevant subscription term. 8.2. The Customer may terminate this Agreement at any time by canceling their subscription through their account settings on the Platform. Termination will be effective at the end of the current billing cycle. 8.3. Metafonics may terminate this Agreement or suspend the Customer's account immediately, without notice, if the Customer breaches any material term of this Agreement, including failure to pay fees when due. 8.4. Upon termination for any reason, all rights and licenses granted to the Customer will immediately cease, the Customer's access to the Services will be disabled, and Metafonics may delete all Customer data in its possession in accordance with its data retention policies. No prepaid fees will be refunded. 9. Intellectual Property Rights 9.1. Metafonics owns all right, title, and interest, including all related intellectual property rights, in and to the Website, Platform, Services, and any underlying software, technology, and documentation. This Agreement is not a sale and does not convey to the Customer any rights of ownership. The Metafonics name, logo, and the product names associated with the Services are trademarks of Metafonics, and no right or license is granted to use them without prior written permission. 9.2. Subject to the terms of this Agreement, Metafonics grants the Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services for its internal business purposes during the term of the Agreement. 9.3. The Customer retains all ownership rights to the data, information, and content it provides to the Platform ("Customer Data"). The Customer grants Metafonics a worldwide, non-exclusive, royalty-free license to use, process, store, and transmit Customer Data solely as necessary to provide and improve the Services. 10. Confidentiality 10.1. "Confidential Information" means all information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. It does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the Receiving Party prior to its disclosure; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party. 10.2. The Receiving Party will use the same degree of care that it uses to protect its own confidential information (but not less than reasonable care) to not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement. This obligation of confidentiality shall survive the termination of this Agreement. 11. Data Privacy 11.1. Metafonics's collection, use, and sharing of personal information are governed by our Privacy Policy, which is available on our Website and incorporated by reference into this Agreement. The Privacy Policy describes Customer rights under applicable data protection laws, including the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA). 11.2. The Customer warrants that it has obtained all necessary rights, permissions, and consents from its own customers and data subjects to collect, use, and disclose their personal information in connection with the Services, and that its use of the Services complies with all applicable privacy and data protection laws. 11.3. Children's Online Privacy Protection Act (COPPA). The Services are not directed to or intended for use by children under the age of 13. Metafonics does not knowingly collect personal information from children under 13. If we learn we have collected personal information from a child under 13, we will delete that information. 11.4. Commercial Communications. The Customer agrees to comply with the CAN-SPAM Act and the TCPA. The Customer is solely responsible for the content and legality of the communications it sends via the Services. All commercial emails sent using the Services must include a valid physical postal address and a clear and conspicuous opt-out link. 12. AI-Specific Disclaimers 12.1. The Customer expressly acknowledges and agrees that the AI-powered features of the Services are based on machine learning models and may produce inaccurate, incomplete, or unintended outputs. The Customer is solely responsible for reviewing, verifying, and supervising all AI-generated content and communications. 12.2. The Customer agrees that it uses the AI features at its own risk and that Metafonics shall have no liability whatsoever for any damages, losses, or harm arising from any errors, misinterpretations, or failures of the AI system. 13. Disclaimer of Warranties THE SERVICES AND THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE." METAFONICS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. METAFONICS MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. 14. Limitation of Liability 14.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL METAFONICS, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. 14.2. UNDER NO CIRCUMSTANCES WILL METAFONICS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER TO METAFONICS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 14.3. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF METAFONICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 15. Indemnification The Customer agrees to defend, indemnify, and hold harmless Metafonics, its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (a) the Customer's use of and access to the Services; (b) the Customer's violation of any term of this Agreement; (c) the Customer's violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that Customer Data caused damage to a third party. 16. Governing Law and Dispute Resolution This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. The parties agree that any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Santa Clara County, California, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. 17. Miscellaneous Provisions 17.1. Changes to the Agreement. Metafonics reserves the right to modify this Agreement at any time. We will provide notice of any material changes by posting the new Agreement on our Website or by sending an email to the address associated with your account. Your continued use of the Services after such changes constitutes your acceptance of the new Agreement. 17.2. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Legal notices to Metafonics must be sent to the address in Section 1.1. Notices to the Customer will be sent to the email address on file. 17.3. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions will remain in full force and effect. 17.4. Entire Agreement. This Agreement, together with the Privacy Policy and any ordering documents, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. 17.5. Promotional Use. The Customer agrees that Metafonics may use the Customer's name, trade name, and logo as a reference for promotional and marketing purposes on Metafonics's website and in other marketing materials, subject to the Customer's standard trademark usage guidelines as provided to Metafonics. 17.6. Assignment. The Customer may not assign or transfer this Agreement, in whole or in part, without Metafonics's prior written consent. Metafonics may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.