Terms and Conditions - Odea : AI Vision. Real Impact

OVA Terms and Conditions

Welcome to Odea Virtual Agent (“OVA”). These Terms of Service (the “Terms”) govern your access to and use of our website and services (the “Services”). By using the Services, you agree to these Terms. If you disagree, do not use our Services.

If you are using the Services on behalf of a company, organization, or another entity (“Client”), you represent and warrant that you have authority to bind the Client to these Terms. References to “you” and “your” will apply to both you and the Client.

1. Acceptance of Terms

By accessing or using the Services, you agree to be bound by these Terms and any related policies, such as our Privacy Policy. If you do not agree, you may not use the Services.

2. Using the Services

a. License to Use:

We grant you a limited, non-exclusive, non-transferable right to use the Services, solely to deploy virtual agents for contact center solutions in accordance with these Terms.

b. What We Provide:

The Services enable the creation of AI-powered virtual agents that interact with end users. These include tools for speech-to-text, AI language processing, and text-to-speech, orchestrated to deliver smooth, latency-optimized, and human-like conversations.

c. Flexibility:

You may integrate OVA with third-party tools or providers as permitted by our platform. If you use your own integrations, you assume responsibility for compliance with their respective terms and conditions.

d. Restrictions:

You agree not to:

Use the Services for unlawful purposes.
Reverse-engineer, duplicate, or modify our software.
Disrupt, damage, or interfere with the Services.
Use the Services to build datasets for machine learning or training external AI models.

e. Service Updates:

We may update the Services at any time to improve features or functionality.

f. Fees:

Fees for Services are outlined during subscription. These may include charges for usage and any integrations with third-party tools.  Our fees are separate and apart from the fees our Providers charge or those third parties that you may have subscribed to yourself. Pricing is subject to change with or without prior notice.

3. Account Creation and Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify us immediately of unauthorized use.

4. Intellectual Property and Data Rights

a. Your Content:

All data, inputs, or information processed through the Services remain your property. We do not claim ownership but require certain rights to handle your data to provide the Services.

b. Permissions You Grant Us:

i. You grant OVA a worldwide, royalty-free license to host, store, use, analyze, and distribute your content during the service term. This is solely to provide and enhance our services. The specific data we handle is governed by settings you control.

If “hipaaEnabled” is set to True, data persistence is disabled, and no call logs, recordings, or transcriptions are stored. Additionally, no data is used for AI model training.

If “hipaaEnabled” is set to False, call data persistence is enabled. You allow us to use stored data for improving features like interruption detection.

In all cases, we do not use your content to gather customer-specific intelligence. Our focus is solely on optimizing your AI voice agent’s performance without accessing personal caller information.

Any feedback you provide is voluntary and grants OVA the right to use it without obligations, including confidentiality. You give us a perpetual, royalty-free license to adapt and use feedback commercially or non-commercially.

c. Our Technology:

All intellectual property related to the Services belongs to OVA and its licensors.

5. Communication and Notifications

By using the Services, you agree to receive operational and promotional communications from OVA, including email updates.

6. Termination

a. Termination by You:

You may stop using the Services at any time.

b. Termination by OVA:

We may suspend or terminate your access if you breach these Terms or if required by law.

c. Effect of Termination:

Upon termination, access to your account and data may be restricted or deleted.

7. Changes to These Terms

We may update these Terms periodically. Changes will take effect for new users immediately and for existing users after 30 days’ notice. Continued use of the Services constitutes acceptance of updated Terms.

8. Indemnity

a. Your Indemnification Obligation

You agree, to the extent permitted by law, to indemnify, defend, and hold harmless Odea Virtual Agent, its directors, officers, employees, licensors, and agents (“OVA Parties”) from and against any claims, damages, losses, liabilities, and costs (including reasonable attorneys’ fees) arising out of or related to:

Your use of the Services,
Your breach of these Terms, or
Your violation of applicable laws or third-party rights.

OVA reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate fully in asserting any available defenses.

b. OVA's Indemnification Obligation

OVA will indemnify and defend you (and your officers, directors, and employees) against any claims or damages caused by:

A third-party allegation that OVA’s Services (excluding your Content) infringe intellectual property rights, or

OVA’s gross negligence, fraud, or intentional misconduct.

This obligation applies only if you notify OVA promptly and allow OVA full control over the defense and settlement of the claim.

c. Exclusions

OVA is not liable for claims arising from:

Your modifications to the Services,

Your use of the Services outside the scope of these Terms, or

Failures to secure your account credentials.

9. Disclaimer of Warranties and Conditions

OVA provides the Services “as is” and “as available” without warranties of any kind, whether express, implied, or statutory. This includes but is not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
OVA does not guarantee that the Services will be uninterrupted, error-free, or meet your requirements.
Any advice or information obtained from OVA does not create additional warranties beyond those explicitly stated in these Terms.

10. Limitation of Liability

Disclaimer of Certain Damages
OVA is not liable for indirect, incidental, special, or consequential damages, including loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.
Cap on Liability
OVA’s total liability for any claim related to the Services will not exceed the greater of $100 USD or the amount you paid to OVA in the 12 months before the claim arose.

11. Governing Law and Dispute Resolution

Governing Law
These Terms are governed by the laws of the State of Delaware, excluding its conflict of laws principles.
Arbitration
Disputes will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in Delaware, San Francisco, California. Exceptions to arbitration include claims related to intellectual property rights or requests for equitable relief.
Informal Dispute Resolution
Before initiating arbitration, both parties agree to attempt to resolve disputes informally through a conference.
Waivers

Jury Trial: Both parties waive the right to a jury trial.

Class Actions: Disputes must be resolved on an individual basis, not as part of a class or collective action.

12. International Use

The Services may not be available in all regions. You are responsible for ensuring your use complies with local laws. By accessing the Services outside the U.S., you agree to U.S. jurisdiction for dispute resolution.

13. Severability and Waiver

If any provision of these Terms is found to be unenforceable, the remaining provisions remain valid. Failure to enforce a provision does not constitute a waiver of rights.

14. Export Control

You must comply with all U.S. export laws and regulations, including restrictions on access by individuals in embargoed countries or those on government watchlists.

15. Notice

All notices under these Terms must be in writing and sent to the appropriate party via email or registered mail. Notices to OVA should be sent to support@odeaintegrations.com.

16. Assignment

You may not assign, subcontract, delegate, or transfer your rights or obligations under these Terms without OVA’s prior written consent. Any attempt to do so without consent is void. OVA may assign these Terms or its rights and obligations without notifying or obtaining consent from you.

17. Force Majeure

OVA is not responsible for delays or failure to perform caused by factors beyond its control, including acts of God, war, pandemics, natural disasters, strikes, or shortages of materials, labor, or transportation.

18. Final Terms

These Terms, along with any OVA agreements or documents, represent the complete and exclusive agreement between you and OVA, superseding all prior communications regarding the subject matter. Documents like purchase orders will not override these Terms.

19. Contact Us

For inquiries, suggestions, or support, reach out to us at support@odeaintegrations.com or visit our documentation for more information.