LippyAI Terms of Service

Welcome to Lippy AI!

These Terms of Service ("Terms") govern your access to and use of the online dashboard ("Dashboard") provided by Lippy AI, Inc. ("Provider," "we," "us," or "our"). By accessing or using the Dashboard, you ("User," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Dashboard.

1. ACCEPTANCE OF TERMS

• 1.1 Agreement to Terms. By accessing or using the Dashboard, you agree to comply with and be legally bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Dashboard.
• 1.2 Eligibility. You must be at least 18 years old and have the legal capacity to enter into these Terms. By using the Dashboard, you represent and warrant that you meet these eligibility requirements.

2. CHANGES TO TERMS

• 2.1 Modification of Terms. Provider reserves the right to modify these Terms at any time. We will notify you of any changes by updating the "Effective Date" above. Continued use of the Dashboard after such changes constitutes your acceptance of the new Terms.

3. DESCRIPTION OF SERVICE

• 3.1 Dashboard Services. The Dashboard allows Users to create, manage, and deploy AI-driven agents and integrations, as well as initiate and manage outbound calls ("Services"). These Services are provided on a pay-as-you-go basis, subject to the fees outlined in our Fee Schedule or other applicable pricing information.
• 3.2 Service Availability. Provider endeavors to ensure that the Dashboard is available 24/7. However, we do not guarantee uninterrupted or error-free access and are not liable for any downtime or service interruptions.

4. USER ACCOUNTS

• 4.1 Account Registration. To access certain features of the Dashboard, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.
• 4.2 Account Security. We implement industry-standard security measures to protect your information against unauthorized access, alteration, disclosure, or destruction. Despite our efforts, no method of transmission over the Internet or electronic storage is 100% secure. We cannot guarantee absolute security.
• 4.3 Account Responsibility. You are solely responsible for all activities that occur under your account. Provider reserves the right to suspend or terminate your account if any unauthorized use is detected.

5. USER RESPONSIBILITIES

• 5.1 Compliance with Laws. You agree to comply with all applicable federal, state, local, and international laws, rules, and regulations in connection with your use of the Dashboard and Services, including but not limited to the Telephone Consumer Protection Act (TCPA), telemarketing laws, consumer protection laws, and privacy regulations.
• 5.2 Consent and Lead Documentation. You must obtain prior express written consent from each call recipient for outbound calls, especially when using AI-generated or prerecorded voice technology. You are responsible for maintaining accurate, current, and compliant consent documentation for all leads.
• 5.3 Prohibited Content. You may not upload, transmit, or otherwise make available any content that:
  • - Infringes upon any intellectual property rights of others;
  • - Is defamatory, obscene, pornographic, or otherwise offensive;
  • - Contains viruses, malware, or other harmful code;
  • - Violates any applicable laws or regulations.
• 5.4 Lead Source Responsibility. You assume full responsibility for the sources of all leads provided to Provider or used in deploying calls via the Dashboard. All lead data must be accurate, current, and compliant with telemarketing laws.

6. PROHIBITED ACTIVITIES

You agree not to engage in any of the following prohibited activities:
• - Using the Dashboard for any unlawful purposes or to solicit business in violation of applicable laws;
• - Attempting to gain unauthorized access to the Dashboard or its related systems;
• - Interfering with the proper functioning of the Dashboard;
• - Reverse engineering, decompiling, or disassembling any aspect of the Dashboard;
• - Using the Dashboard to send unsolicited bulk messages or spam.

7. FEES AND PAYMENT

• 7.1 Fee Structure. Use of the Dashboard and Services is subject to fees as outlined in our Fee Schedule. Fees may include monthly commitments, pay-as-you-go rates, and implementation fees.
• 7.2 Payment Terms. Payments are due in advance for monthly commitments and in arrears for pay-as-you-go usage. Provider will automatically charge the payment method on file. You agree to maintain a valid and current payment method.
• 7.3 Late Payments. If any payment is not received when due, Provider may suspend your access to the Dashboard until payment is made current. Interest may be charged on overdue amounts at the rate of 1.5% per month or the maximum rate allowed by law, whichever is lower.
• 7.4 Taxes. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for payment of all such taxes, excluding taxes based on Provider’s income.

8. INTELLECTUAL PROPERTY

• 8.1 Ownership. All intellectual property rights in and to the Dashboard and Services, including but not limited to software, methodologies, and systems, are and shall remain the sole property of Provider.
• 8.2 License to Use. Provider grants you a limited, non-exclusive, non-transferable license to access and use the Dashboard solely for your internal business purposes during the term of these Terms.

9. CONFIDENTIALITY

• 9.1 Definition. "Confidential Information" means any non-public or proprietary information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is marked as confidential or that a reasonable person would consider confidential by its nature.
• 9.2 Obligations. The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent and shall use such Confidential Information solely to perform obligations or exercise rights under these Terms.

10. INDEMNIFICATION

• 10.1 Indemnity and Hold Harmless. You ("User") shall indemnify, defend, and hold harmless Lippy AI, Inc., its affiliates, subsidiaries, officers, directors, employees, agents, partners, and representatives (collectively, the "Protected Parties") from and against any and all claims, demands, actions, lawsuits, liabilities, damages, losses, costs, and expenses, including but not limited to reasonable attorneys’ fees and court costs (collectively, "Claims"), arising out of or related to:
  • - Use of Services: Any use or misuse of the Services by you, your employees, agents, or any third parties authorized by you;
  • - Breach of Terms: Any breach by you of these Terms, your representations, warranties, covenants, or obligations under these Terms;
  • - Violation of Laws: Any violation of applicable federal, state, or local laws, regulations, or ordinances by you, including but not limited to privacy laws, data protection regulations, and telemarketing statutes such as the Telephone Consumer Protection Act (TCPA);
  • - Content Provided by User: Any content, data, or materials provided by you to Provider that infringe upon or misappropriate any third party’s intellectual property rights or proprietary rights;
  • - Third-Party Interactions: Any interactions with third parties initiated by you, including but not limited to unauthorized access, data breaches, or misuse of personal information;
  • - Negligence or Misconduct: Any negligent acts, omissions, or willful misconduct by you or your representatives in the performance of your obligations under these Terms;
  • - Third-Party Claims: Any third-party claims arising from or related to your business operations, products, or services that are not directly related to the Services provided by Provider;
  • - Data Protection: Any breach of data protection laws by you in relation to the Services provided.
• 10.2 Defense of Claims. Upon receiving notice of any Claim for which indemnity is sought, Provider shall promptly notify you in writing. You shall assume the exclusive right to defend and settle such Claim, provided that:
  • - Provider may participate in the defense of any Claim at its own expense;
  • - You shall not settle any Claim without the prior written consent of Provider, which shall not be unreasonably withheld or delayed;
  • - You shall provide all necessary cooperation and access to information required for the defense of the Claim.
• 10.3 No Admission of Liability. The indemnification obligations set forth in this Section 10 shall not be construed as an admission of liability by you or Provider for any Claims.
• 10.4 Survival of Indemnification. The indemnification obligations of you under this Section 10 shall survive the termination or expiration of these Terms and shall remain in full force and effect thereafter.
• 10.5 Limitations on Indemnification. Notwithstanding anything to the contrary in these Terms, you shall not indemnify the Protected Parties for any Claims arising solely from the gross negligence or willful misconduct of the Protected Parties.
• 10.6 Expenses and Costs. You shall bear all expenses and costs (including reasonable attorneys’ fees) incurred by the Protected Parties in connection with the investigation, defense, or settlement of any Claim, provided that you are not responsible for any costs arising from the gross negligence or willful misconduct of the Protected Parties.
• 10.7 Non-Exclusive Remedy. The indemnification rights and remedies provided in this Section 10 are in addition to any other rights or remedies available at law or in equity and shall not be deemed exclusive of any other rights or remedies.
• 10.8 Insurance. You agree to maintain, at your own expense, insurance coverage sufficient to cover your indemnification obligations under these Terms, including but not limited to general liability and cyber liability insurance.

11. LIMITATION OF LIABILITY

• 11.1 No Control Over Lead Source or Consent Verification. If Provider provides outbound call services to you, then Provider will execute calls solely based on your provided data and instructions, without control or verification of the lead source or consent documentation.
• 11.2 Client Accountability for Compliance. You are solely responsible for ensuring compliance with all applicable telemarketing laws and for obtaining the necessary consents from all call recipients.
• 11.3 Limitation of Liability for Non-Compliance. Provider shall not be liable for any claims, penalties, damages, or losses resulting from your failure to obtain proper consent or adhere to legal requirements for outbound calls.
• 11.4 Liability Cap. In no event shall Provider’s aggregate liability under these Terms exceed the total amount paid by you to Provider during the twelve (12) month period preceding the event giving rise to the claim.
• 11.5 Exclusion of Certain Damages. In no event shall either Party be liable for any indirect, incidental, consequential, special, or punitive damages, even if advised of the possibility of such damages.
• 11.6 Exclusion of Performance-Related Claims. Provider shall not be liable for any claims, losses, or damages arising from the performance or malfunction of the AI Assistants, including but not limited to errors, omissions, or hallucinations that result in lost leads or business opportunities.

12. WARRANTIES AND DISCLAIMERS

• 12.1 Provider Warranties. Provider warrants that it will provide the Services in a professional and workmanlike manner and in accordance with applicable laws.
• 12.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE AI ASSISTANTS WILL BE ERROR-FREE OR THAT THEY WILL MEET YOUR SPECIFIC REQUIREMENTS.

13. GOVERNING LAW AND DISPUTE RESOLUTION

• 13.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
• 13.2 Venue and Jurisdiction. Any dispute arising out of or in connection with these Terms shall be brought exclusively in the state or federal courts located in New Castle County, Delaware. Each Party hereby consents to the exclusive jurisdiction and venue of such courts and waives any objection to such jurisdiction or venue, including objections based on forum non conveniens.
• 13.3 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in New Castle County, Delaware, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.

14. MISCELLANEOUS

• 14.1 Notices. Any notices required or permitted under these Terms shall be in writing and delivered by email with read receipt, overnight courier, or registered mail to the addresses provided by the Parties.
• 14.2 Force Majeure. Neither Party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, labor disputes, or government actions.
• 14.3 Relationship of the Parties. The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, or employment relationship between the Parties.
• 14.4 Assignment. You may not assign or transfer these Terms without Provider’s prior written consent. Provider may assign these Terms in the event of a merger, acquisition, or sale of all or substantially all of its assets.
• 14.5 Entire Agreement. These Terms constitute the entire agreement between you and Provider regarding its subject matter and supersede all prior or contemporaneous agreements, communications, and understandings.
• 14.6 Amendments and Waivers. Any amendment or waiver must be in writing and signed by both Parties.
• 14.7 Severability. If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
• 14.8 Non-Solicitation. During the term of these Terms and for twelve (12) months thereafter, you agree not to solicit or hire any employee or contractor of Provider without Provider’s prior written consent.
• 14.9 Termination Assistance. Upon termination of these Terms, you shall promptly return or destroy all Confidential Information and provide necessary assistance to facilitate the transition of Services to another provider, if applicable.

Contact Us

If you have any questions or concerns about this Privacy Policy or our data practices, please contact us at:

Email: support@lippy.ai

Address: Lippy AI, 3175 Federal Ave. Los Angeles CA 90066