Terms of Service

4.1 Account Creation

To access certain features of the Service, you must register for an Account by providing accurate and complete information, including your name, email address, company information, and payment details.

You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your Account information
• Maintain the security of your Account credentials
• Accept responsibility for all activities that occur under your Account
• Notify us immediately of any unauthorized use of your Account

4.2 Account Security

You are responsible for maintaining the confidentiality of your Account password and for restricting access to your Account. You agree that you will not share your Account credentials with any third party.

Ayra will not be liable for any loss or damage arising from your failure to maintain the security of your Account.

4.3 Account Types

The Service offers different account types with varying features and limitations:

Specific features, limitations, and pricing for each plan are detailed on our website and may be updated from time to time.

5.1 License Grant

Subject to your compliance with these Terms, Ayra grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.

5.2 Restrictions

You agree not to:

5.3 White-Label Rights

Customers on eligible plans may white-label the Service for their own clients ("White-Label Usage"). White-Label Usage is subject to additional terms:

• You may rebrand the Service interface with your own branding
• You may present the Service as your own offering to your clients
• You remain responsible for your clients' use of the Service
• You must ensure your clients comply with these Terms
• Ayra retains all underlying intellectual property rights
• Certain features or limitations may apply based on your subscription tier

6.1 Fees

You agree to pay all fees associated with your use of the Service according to the pricing in effect at the time the fees are incurred. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments, which you are responsible for paying.

6.2 Billing Cycles

Subscription fees are billed in advance on a monthly or annual basis, depending on your selected plan. Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date.

6.3 Usage-Based Fees

In addition to subscription fees, certain usage-based fees may apply, including:

• Voice platform minutes (call duration)
• API calls beyond plan limits
• SMS and email message delivery
• Storage beyond included allocation
• Premium features or add-ons

Usage-based fees are calculated monthly based on actual usage and billed in arrears.

6.4 Payment Methods

You must provide valid payment information (credit card or approved payment method) to access paid features of the Service. You authorize Ayra to charge your payment method for all fees incurred.

6.5 Late Payment

If payment is not received when due, Ayra may:

• Suspend access to the Service until payment is received
• Charge late fees of 1.5% per month (or the maximum allowed by law, whichever is less)
• Terminate your Account after 30 days of non-payment

6.6 Refunds

Subscription fees are generally non-refundable. However, we may provide refunds on a case-by-case basis at our sole discretion, such as:

• Service unavailability exceeding our Service Level Agreement
• Billing errors
• Cancellation within the first 7 days of initial subscription (one-time refund)

Usage-based fees are non-refundable.

6.7 Price Changes

Ayra reserves the right to modify pricing at any time. Price changes will not affect your current subscription period but will apply upon renewal. We will provide at least 30 days' notice of price increases.

7.1 Your Content

You retain all ownership rights to Content you submit to the Service. By submitting Content, you grant Ayra a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and process your Content solely to provide and improve the Service.

This license includes the right to:

• Store and process your Content on our servers
• Transmit your Content through voice platforms and integrations
• Create backups and copies for redundancy and disaster recovery
• Analyze your Content in aggregate to improve the Service (without identifying you)

7.2 Voice Recordings and Transcripts

Voice Agent conversations generate recordings and transcripts. You acknowledge that:

• Recordings and transcripts are stored according to your retention settings
• You are responsible for obtaining proper consent from End Users for recording
• You must comply with applicable recording consent laws (one-party vs. two-party consent)
• Ayra will process recordings and transcripts only as directed by you and as necessary to provide the Service

7.3 End User Data

You are responsible for:

• Obtaining proper consent from End Users for data collection
• Providing appropriate privacy notices to End Users
• Complying with applicable privacy laws regarding End User data
• Ensuring End Users understand they are interacting with an AI agent (where required by law)

7.4 Prohibited Content

You may not use the Service to transmit:

• Illegal content or content that violates third-party rights
• Malware, viruses, or other harmful code
• Content that infringes intellectual property rights
• Spam or unsolicited commercial messages
• Content that violates applicable laws (TCPA, GDPR, HIPAA, etc.)
• Content designed to harass, threaten, or harm others

7.5 Data Retention

We will retain your Content according to your configured retention settings. Upon termination of your Account, we will delete your Content within 30 days, except:

• Content we are required to retain by law
• Content necessary for billing, legal, or compliance purposes
• Aggregated, anonymized data used for analytical purposes

You may export your Content at any time through the Service interface or API.

8.1 Ayra Property

The Service, including all software, designs, text, graphics, interfaces, and documentation, is owned by Ayra and protected by copyright, trademark, patent, and other intellectual property laws. All rights not expressly granted to you are reserved by Ayra.

8.2 Trademarks

"Ayra," the Ayra logo, and other Ayra marks are trademarks of Ayra AI, Inc. You may not use these marks without our prior written permission, except as permitted under White-Label Usage terms.

8.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant Ayra an unlimited, irrevocable, perpetual, royalty-free right to use, modify, and incorporate such feedback into the Service without any obligation to you.

9.1 Integrations

The Service integrates with third-party services (voice platforms, CRMs, calendars, etc.). Your use of third-party services is subject to their respective terms and conditions. Ayra is not responsible for third-party services or their availability, performance, or compliance with applicable laws.

9.2 Voice Platforms

The Service relies on third-party voice AI platforms (such as Vapi and Retell) for voice processing. You must comply with the terms of service of the voice platform(s) you use. Voice platform fees are separate from Ayra subscription fees.

9.3 No Endorsement

Integration with or mention of third-party services does not constitute endorsement. You are responsible for evaluating the suitability of third-party services for your use.

10.1 Service Availability

Ayra strives to provide reliable service with high uptime. However, the Service is provided "as is" and we do not guarantee uninterrupted or error-free operation.

For Enterprise customers, specific Service Level Agreements (SLAs) regarding uptime and support response times may be negotiated separately.

10.2 Maintenance

We may perform scheduled maintenance with advance notice. Emergency maintenance may be performed without notice. During maintenance, the Service may be temporarily unavailable.

10.3 Support

Support is provided according to your subscription plan:

11.1 Lawful Use

You must use the Service in compliance with all applicable laws and regulations, including but not limited to:

• Telephone Consumer Protection Act (TCPA): Obtain proper consent for automated calls and texts
• GDPR (General Data Protection Regulation): Comply with EU data protection requirements if applicable
• HIPAA (Health Insurance Portability and Accountability Act): Ensure proper Business Associate Agreement if processing protected health information
• CAN-SPAM Act: Comply with email marketing requirements
• State and local laws: Including recording consent laws, do-not-call regulations, and privacy laws

11.2 Industry-Specific Compliance

If you operate in regulated industries (healthcare, finance, legal), you are responsible for ensuring your use of the Service complies with industry-specific regulations. Ayra provides tools to help with compliance but ultimate compliance responsibility rests with you.

11.3 Consent and Disclosure

You must:

• Obtain proper consent before recording calls where required by law
• Disclose to End Users that they are interacting with an AI agent (where required)
• Provide appropriate privacy notices
• Honor opt-out requests (do-not-call lists, unsubscribe requests)

11.4 Prohibited Uses

The Service may not be used for:

• Spam or unsolicited commercial communications
• Fraudulent or deceptive practices
• Harassment, abuse, or threatening behavior
• Impersonation or misrepresentation
• Illegal activities or promotion of illegal activities
• Violations of third-party rights

15.1 Term

These Terms commence when you first access the Service and continue until terminated by either party.

15.2 Termination by You

You may terminate these Terms at any time by:

• Canceling your subscription through the Service interface
• Ceasing all use of the Service
• Requesting Account deletion

Upon cancellation:

• Your subscription will remain active until the end of your current billing period
• You will not be charged for subsequent billing periods
• Your Content will be retained according to your configured retention settings

15.3 Termination by Ayra

Ayra may suspend or terminate your access to the Service immediately, without notice, if:

• You breach these Terms
• Your Account is inactive for more than 12 months
• We are required to do so by law
• Your use of the Service creates security risks or legal liability
• You fail to pay fees when due (after 30-day grace period)

15.4 Effect of Termination

Upon termination:

• Your right to use the Service immediately ceases
• You must cease all use of Ayra's intellectual property
• You remain responsible for any fees incurred prior to termination
• Provisions that by their nature should survive termination will survive (including payment obligations, intellectual property rights, warranties, indemnification, and limitations of liability)

15.5 Data Export

You should export your Content before termination. After termination, we will retain your Content for 30 days during which you may request an export. After 30 days, Content will be deleted and may not be recoverable.

16.1 Service Modifications

Ayra reserves the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service.

We will make reasonable efforts to notify you of significant changes to the Service that materially reduce functionality you rely on.

16.2 Terms Modifications

We may update these Terms from time to time. When we make material changes, we will notify you by:

• Posting the revised Terms on our website
• Sending an email to your registered email address
• Displaying a notice in the Service interface

Material changes will be effective 30 days after notice. Non-material changes are effective immediately upon posting. Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms.

If you do not agree to revised Terms, you must stop using the Service and may terminate your Account.

17.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@ayra.ai to attempt to resolve the dispute informally. We will attempt to resolve disputes in good faith within 60 days.

17.2 Binding Arbitration

If informal resolution fails, any dispute arising from or relating to these Terms or the Service will be resolved through binding arbitration rather than in court, except that:

• You may bring claims in small claims court if they qualify
• Either party may seek equitable relief in court for intellectual property infringement or unauthorized access

Arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitrator's decision is final and binding, and may be entered as a judgment in any court of competent jurisdiction.

17.3 Class Action Waiver

17.4 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any court proceedings (for matters not subject to arbitration) will be held in state or federal courts located in Wilmington, Delaware.

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Ayra regarding the Service and supersede all prior agreements, representations, and understandings.

18.2 Assignment

You may not assign or transfer these Terms or your Account without Ayra's prior written consent. Ayra may assign these Terms without restriction. Any attempted assignment in violation of this provision is void.

18.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms otherwise remain in full force and effect.

18.4 Waiver

Ayra's failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by Ayra.

18.5 Force Majeure

Ayra is not liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet service provider failures.

18.6 Relationship

These Terms do not create any agency, partnership, joint venture, employment, or franchisee relationship between you and Ayra.

18.7 Export Compliance

The Service may be subject to U.S. export control laws. You may not export or re-export the Service except as authorized by U.S. law and the laws of the jurisdiction in which the Service was obtained.

18.8 Government Users

If you are a U.S. government entity, the Service is a "commercial item" as defined at 48 C.F.R. 2.101, and you receive only the rights granted to all other customers under these Terms.

18.9 Contact Information

For questions about these Terms, please contact us at:

19.1 Agency Responsibilities

You are responsible for:

• Your relationship with your clients
• Your clients' compliance with these Terms
• Any representations you make about the Service to your clients
• Maintaining appropriate agreements with your clients
• Handling client support (Ayra provides support to you, not your clients)

19.2 Client Data

Your clients' data is treated as your Content. You must:

• Have proper authorization from your clients to process their data
• Ensure your clients understand how their data is used
• Comply with all applicable privacy laws regarding client data
• Maintain proper data processing agreements with your clients

19.3 White-Label Restrictions

When white-labeling the Service:

• You may not misrepresent Ayra's technology as being solely your own creation
• You must maintain service quality standards that reflect well on Ayra's technology
• You may not violate these Terms through white-label usage
• Your rights to white-label may be revoked if you violate these Terms

20.1 Business Associate Agreement Required

20.2 HIPAA Compliance Configuration

You must:

• Enable HIPAA-compliant mode in your Account settings
• Configure appropriate data retention and deletion policies
• Implement access controls and audit logging
• Train your staff on HIPAA compliance requirements
• Report any breaches to Ayra immediately

20.3 Limitations for PHI

When processing PHI:

• Voice agents must be configured to minimize PHI collection
• Recordings containing PHI must be encrypted and access-restricted
• Certain Service features may be unavailable or restricted
• Additional fees may apply for HIPAA-compliant infrastructure