Terms of Service

Effective Date: 3/13/2025

IMPORTANT: This Terms of Service ("Agreement") is a legally binding contract between Kite & Key LLC ("Company", "we", "us", or "our") and the Customer ("you" or "your"). This Agreement governs your use of our virtual agent audio services and any related services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by this Agreement, including any additional terms incorporated herein.

1. Definitions

  • Service: Refers to our virtual agent audio services, which include call recording, transcription, analytics, and the use of such data (including for machine learning model training).

  • Customer: The business entity entering into this Agreement with the Company for the use of the Service.

  • User: An employee or other authorized representative of the Customer who accesses or uses the Service.

2. Use of the Service

A. Access and Accounts

  • Account Registration: To use the Service, you may be required to create a user account. You agree to:

    • Provide accurate and complete registration information.

    • Maintain and promptly update account information as necessary.

    • Keep your account credentials secure, and notify us immediately of any unauthorized access.

  • Authorized Use: Only authorized Users should access or use the Service. You are responsible for all activities conducted under your account.

B. Permitted Use

  • Business Use Only: The Service is provided exclusively for business purposes. You acknowledge that call recordings may be made and processed during use. It is your responsibility to ensure that all call participants are informed and have provided any required consents.

  • Compliance with Laws: You must abide by all applicable federal, state, local, and international laws, regulations, and guidelines in your use of the Service.

  • Prohibited Conduct: You agree not to:

    • Use the Service for any illegal, unauthorized, or fraudulent purpose.

    • Reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Service.

    • Disrupt or interfere with the security or operation of the Service.

3. Fees and Payment

  • Subscription and Fees: Your use of the Service is subject to the fee schedule, billing terms, and pricing established on our website or as detailed in your order confirmation.

  • Payment Terms: Subscription fees will be billed in advance on a recurring basis. Payments are due according to the terms set forth in your agreement.

  • Late Payments: Failure to pay on time may result in suspension or termination of your access to the Service.

  • Taxes: All fees are exclusive of applicable taxes, which are your responsibility.

4. Intellectual Property

  • Ownership: The Company owns all rights, titles, and interests in and to the Service, including its features, software, technologies, and intellectual property.

  • License: Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable license to access and use the Service solely for your internal business purposes during the term of this Agreement.

  • Restrictions: You agree not to copy, modify, distribute, or create derivative works based on the Service, except as expressly permitted by us.

5. Confidentiality

  • Confidential Information: Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed during the term of this Agreement.

  • Exclusions: Confidential information does not include information that is publicly available, was already known to the receiving party, or is independently developed without reference to the disclosing party’s confidential information.

  • Use: Confidential information will be used solely to perform under this Agreement.

6. Data and Privacy

  • Privacy Policy: Your use of the Service is also governed by our Privacy Policy (incorporated herein by reference).

  • Call Recordings and Data: By using the Service, you consent to the recording and use of call data—including recordings, transcriptions, and associated metadata—for purposes of service delivery, quality improvement, and training our machine learning models. It is your responsibility to secure any necessary consents from all parties involved.

7. Term and Termination

  • Term: This Agreement will commence on the effective date listed above and continue until terminated.

  • Termination by Customer: You may terminate this Agreement by ceasing to use the Service and providing written notice as required by your contractual terms.

  • Termination by Company: We may suspend or terminate your access to the Service immediately if you breach any terms of this Agreement or for any reason permitted by law.

  • Effect of Termination: Upon termination, you must cease use of the Service and return or permanently delete all confidential information received from us.

8. Disclaimer of Warranties

  • AS IS: The Service is provided on an "AS IS" and "AS AVAILABLE" basis without any warranties, express, implied, or statutory.

  • No Guarantees: We do not warrant that the Service will be uninterrupted, error-free, or completely secure.

  • Disclaimer: To the fullest extent permitted by law, we disclaim all warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of Liability

  • Cap on Liability: Our total aggregate liability in connection with this Agreement shall not exceed the total amount paid by you to us in the 12 months preceding the incident giving rise to the claim.

  • Exclusion of Damages: In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, even if advised of the possibility of such damages.

  • Force Majeure: We shall not be liable for any failure to perform due to causes beyond our reasonable control (e.g., natural disasters, acts of government, terrorism).

10. Indemnification

You agree to indemnify, defend, and hold harmless the Company, our affiliates, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from your:

  • Use of the Service,

  • Violation of this Agreement,

  • Breach of any representations or warranties contained herein.

11. Governing Law and Dispute Resolution

  • Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of laws rules.

  • Dispute Resolution: Any disputes arising from this Agreement will be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Any judgment rendered in arbitration may be entered in any court with appropriate jurisdiction.

  • Venue: Subject to any applicable arbitration rules, the parties agree that any legal action arising out of this Agreement shall be brought exclusively in the courts located in [Insert County/Region, State].

12. General Provisions

  • Modifications: We reserve the right to modify this Agreement at any time. Revised terms will be posted on our website and will become effective upon posting. Your continued use of the Service after any modifications constitutes your acceptance of the updated terms.

  • Assignment: You may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. We may assign this Agreement without restriction.

  • Entire Agreement: This Agreement, together with any documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, or communications.

  • Waiver and Severability: A failure or delay by either party to enforce any right or provision of this Agreement shall not constitute a waiver. If any provision is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

13. Contact Information

If you have any questions or concerns about this Agreement, please contact us at:

Kite & Key LLC
Email: support@kitekey.ai