Terms of Service

These Terms of Service ("Terms") are a binding agreement between Squawker Inc., a Delaware corporation with offices at 8 The Green, STE R, Dover, DE 19901, USA ("Squawker", "we", "us", or "our") and the entity or individual that accesses or uses the Service ("Customer", "you", or "your"). If you are accepting these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization.

By accessing or using the Service, you agree to be bound by these Terms, the Acceptable Use Policy, and the Privacy Policy, each of which is incorporated into these Terms by reference. If you do not agree, you may not use the Service.

If you and Squawker have executed a separate written agreement that conflicts with these Terms, the separate written agreement controls to the extent of the conflict.

• "Authorized Users" means individuals authorized by Customer to access and use the Service on Customer's behalf.
• "Customer Data" means data, content, and information submitted to or generated through the Service by or on behalf of Customer, including without limitation conversation recordings, transcripts, CRM records, knowledge base content, and configuration settings, but excluding (a) Squawker's Service Data and (b) data that is the personal information of third parties (such as end-callers) for which Customer acts as a controller.
• "End-Caller" means a third party who communicates with Customer's business via voice, SMS, WhatsApp, or web chat that is routed through the Service.
• "Service" means the Squawker AI Sales Agent Platform, including the Polly voice agent, conversation intelligence, CRM workflows, messaging, attribution analytics, the Knowledge Engine, OEM intelligence features, the Squawker web application at app.squawker.ai, the Squawker mobile applications, the public website at squawker.ai and its subdomains, and any related software, documentation, and APIs provided by Squawker from time to time.
• "Service Data" means data and analytics created by the Service that does not identify Customer or any individual, including aggregated and de-identified usage data, performance metrics, and model improvement signals.
• "Subprocessor" means a third party engaged by Squawker that processes personal information in connection with the Service. The current list is maintained at /subprocessors.

Squawker provides Customer access to the Service for use in Customer's internal business operations. The specific scope, capabilities, and configuration available to Customer depend on Customer's account tier, configuration, and any executed order form or written agreement.

Squawker may update the Service from time to time, including adding, modifying, or removing features. We will not materially reduce core functionality during an active subscription term without notice.

Beta features: Squawker may make certain features available as alpha, beta, or limited-preview. Such features are provided "as is" without any warranty and may be modified or discontinued at any time. Use of beta features is at Customer's discretion.

Squawker to Customer: Subject to Customer's compliance with these Terms, Squawker grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license during the subscription term to access and use the Service for Customer's internal business operations.

Customer to Squawker: Customer grants Squawker a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to provide, support, secure, and improve the Service for Customer, and as otherwise expressly permitted in these Terms or the Privacy Policy.

Customer retains all right, title, and interest in Customer Data, subject to the license above. Nothing in these Terms transfers ownership of Customer Data to Squawker.

Restrictions: Customer and Authorized Users will not (and will not permit any third party to):

• Reverse engineer, decompile, or disassemble the Service except to the extent expressly permitted by applicable law
• Modify, create derivative works of, or remove proprietary notices from the Service
• Use the Service to build a competing product or service
• Sublicense, sell, rent, or transfer access to the Service except as expressly permitted
• Use the Service to violate any law or third-party right (see the Acceptable Use Policy)
• Probe, scan, or test the vulnerability of the Service except through Squawker's responsible vulnerability disclosure process

Customer is responsible for (a) all activity that occurs under Customer's account, (b) the conduct of its Authorized Users, and (c) compliance with all laws applicable to Customer's use of the Service.

Customer specifically represents and warrants that, where applicable to Customer's use of the Service:

• Customer will obtain all consents required by the Telephone Consumer Protection Act (47 U.S.C. § 227), the FCC's rules including the February 2024 declaratory ruling on AI-generated voice, and all applicable state recording-consent laws (including, where applicable, California's CIPA, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Pennsylvania, Washington, Connecticut, and Delaware) before initiating or accepting any call processed through the Service.
• Customer will not initiate marketing or telemarketing calls or SMS through the Service to any phone number without prior express written consent as required by TCPA, and will respect the National Do Not Call Registry and any internal do-not-call list maintained by Customer.
• Customer will enable Polly's recording disclosure (or an equivalent compliant disclosure) for every call where applicable law requires it.
• Customer will not configure the Service to claim that Polly is human or to impersonate a specific named human.
• Customer will comply with the Acceptable Use Policy, which is incorporated into these Terms.
• Customer is solely responsible for the accuracy of the content in any knowledge base, prompt rule, DNA configuration, or other configuration Customer provides to the Service. Squawker has no obligation to verify the truthfulness of Customer-provided content.

Customer must promptly notify Squawker of any unauthorized use of Customer's account.

Fees: Customer agrees to pay the fees set forth in the applicable order form or, in the absence of an order form, the fees published at /pricing as of the date the Service is used. Squawker's current public price is $1.50 per generated prospect or lead, with custom enterprise, partner, and white-label rates available. Exclusions, exclusion rules, and billing scenarios are described on the pricing page and in the Cost Management feature within the Service.

Billing: Fees are billed as set forth in the applicable order form, invoice, or billing flow. Customer authorizes Squawker (or its billing processor) to charge the payment method on file for all amounts due.

Late payment: Amounts unpaid 30 days after the invoice date are overdue. Overdue amounts may bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Squawker may suspend the Service for non-payment after providing at least 10 days' written notice.

Taxes: Fees are exclusive of taxes. Customer is responsible for all applicable taxes other than taxes on Squawker's net income.

Price changes: Squawker may change pricing on at least 30 days' notice to Customer. Price changes take effect on Customer's next billing cycle after the notice period.

Refunds: Fees are non-refundable except as expressly required by law or as otherwise agreed in writing.

Each party may disclose Confidential Information to the other in connection with the Service. "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that should reasonably be understood to be confidential. Confidential Information does not include information that is (a) publicly available, (b) known to the receiving party before disclosure, (c) independently developed without use of the other's Confidential Information, or (d) received from a third party without obligation of confidentiality.

Each party agrees to (i) protect the other's Confidential Information with the same degree of care it uses for its own (and no less than reasonable care), (ii) use Confidential Information only as necessary to perform under these Terms, and (iii) limit disclosure to its employees, agents, and contractors who have a need to know and are bound by confidentiality obligations.

This obligation survives termination of these Terms for 3 years, or for trade secrets, for as long as the information qualifies as a trade secret under applicable law.

Squawker's processing of personal information is governed by the Privacy Policy and, where applicable, the Data Processing Agreement. For Customer Data that constitutes personal information of third parties (including End-Callers), Squawker acts as a processor / service provider on Customer's behalf.

A Data Processing Agreement is available on request via legal@squawker.ai. For customers subject to GDPR, UK GDPR, CCPA, or similar law, the executed DPA controls in the event of a conflict between the DPA and these Terms with respect to personal data processing.

Squawker maintains a list of Subprocessors at /subprocessors and will provide at least 30 days' notice before adding a new Subprocessor that processes Customer's personal data, with an opportunity for Customer to object on reasonable grounds.

Squawker uses commercially reasonable efforts to maintain the availability of the Service. We do not provide a binding uptime commitment in these Terms; if Customer requires a service-level agreement with credits or remedies, that must be in a separate written agreement.

We may from time to time conduct maintenance that affects availability. We will provide reasonable advance notice for scheduled maintenance affecting production environments, except for emergency maintenance.

The Service includes artificial intelligence components, including Polly. Customer acknowledges:

• AI outputs (including Polly's responses, transcriptions, summaries, qualification decisions, and recommendations) may contain inaccuracies, errors, or omissions.
• AI outputs are generated based on Customer's knowledge base, configuration, and the inputs provided during a conversation. Customer is responsible for the accuracy of its configuration and content.
• AI outputs should not be relied upon as legal, medical, financial, tax, or other professional advice.
• Squawker does not guarantee that any specific AI output will be accurate, complete, or fit for a particular purpose.
• Customer is responsible for reviewing AI outputs before relying on them and for any decisions made based on AI outputs.
• Squawker may revise, retrain, and update AI components without notice.

Customer agrees to use the Service in a manner that is transparent about AI involvement and complies with all applicable AI-disclosure laws.

Squawker IP: Squawker and its licensors own all right, title, and interest in the Service, including all software, algorithms, models, prompt-rule libraries, the Polly DNA system, documentation, the Squawker name, logos, and trademarks. Except for the limited license granted in §4, no rights are transferred to Customer.

Customer Data: Customer retains ownership of Customer Data, subject to the license granted in §4.

Service Data: Squawker may create aggregated and de-identified data from Customer's use of the Service. Squawker may use Service Data for any lawful purpose, including improving the Service and Squawker's business. Squawker will not use Customer-identifiable data to benefit other customers without Customer's consent.

Feedback: If Customer provides Squawker with feedback or suggestions about the Service, Customer grants Squawker a perpetual, irrevocable, royalty-free license to use that feedback for any purpose.

Squawker warranty: Squawker warrants that during the term, the Service will perform materially in accordance with the documentation made available to Customer. Customer's sole remedy for breach of this warranty is for Squawker to use commercially reasonable efforts to correct the non-conformity or, if it cannot do so within a reasonable time, to terminate the affected portion of the Service and refund any prepaid fees for the unused portion.

Customer warranty: Customer warrants that it has all rights necessary to provide Customer Data to Squawker for processing under these Terms, and that its use of the Service complies with all applicable law.

Disclaimers: EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, SQUAWKER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SQUAWKER DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE, OR THAT AI OUTPUTS WILL BE ACCURATE.

EXCEPT FOR EXCLUDED CLAIMS BELOW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO SQUAWKER FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Excluded claims (not subject to the cap or the exclusion of damages):

• Each party's indemnification obligations under §14
• Customer's breach of the Acceptable Use Policy or violations of TCPA or state consent laws
• Either party's breach of confidentiality obligations
• Either party's gross negligence, willful misconduct, or fraud
• Liability that cannot be limited under applicable law (including liability for death or personal injury caused by negligence)

Squawker indemnifies Customer against third-party claims that the Service, when used in accordance with these Terms and the documentation, infringes a US copyright, trademark, or patent. Squawker may, at its option, (a) modify the Service to avoid the infringement, (b) obtain a license for Customer to continue use, or (c) terminate the affected portion of the Service and refund prepaid fees for the unused portion. Squawker has no obligation under this §14 to the extent the infringement arises from (i) Customer Data, (ii) Customer's combination of the Service with other products or data not provided by Squawker, (iii) Customer's modifications to the Service, or (iv) Customer's continued use after notice of infringement.

Customer indemnifies Squawker against third-party claims arising out of or relating to: (a) Customer Data, (b) Customer's use of the Service in violation of these Terms, the Acceptable Use Policy, or applicable law (including TCPA, state consent laws, the National Do Not Call Registry, BIPA, CCPA, and similar), (c) Customer's representations to End-Callers, and (d) End-Callers' claims against Customer arising from calls processed by the Service.

Procedure: The indemnified party must (i) promptly notify the indemnifying party in writing, (ii) cooperate at the indemnifying party's expense, and (iii) grant the indemnifying party sole control of the defense and any settlement, provided that no settlement requiring an admission or imposing a non-monetary obligation on the indemnified party will be made without the indemnified party's consent.

Term: These Terms begin when Customer first accesses the Service and continue until terminated.

Termination for convenience: Either party may terminate these Terms for convenience by providing 30 days' written notice.

Termination for cause: Either party may terminate immediately upon written notice if the other party (a) materially breaches these Terms and fails to cure within 30 days of written notice (10 days for non-payment), or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

Squawker's right to suspend: Squawker may suspend Customer's access immediately and without prior notice if Customer (a) violates the Acceptable Use Policy, (b) creates a security risk to the Service or other customers, (c) creates a legal exposure to Squawker (including suspected TCPA, DNC, or BIPA violations), or (d) fails to pay amounts overdue by more than 10 days. Squawker will use commercially reasonable efforts to notify Customer promptly after a suspension takes effect.

Effect of termination: Upon termination, (a) all licenses granted under §4 immediately end, (b) Customer must cease all use of the Service, (c) Squawker will, for 30 days after termination, make Customer Data available for export, and (d) after the export period, Squawker will delete Customer Data per the retention schedule in the Privacy Policy.

Survival: §§2 (Definitions), 7 (Confidentiality), 11 (Intellectual Property), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 16 (Governing Law and Dispute Resolution), 17 (General), and any payment obligations accrued before termination survive termination.

Governing law: These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Disputes: The parties will first attempt to resolve disputes informally through good-faith discussion between authorized representatives for 30 days. If a dispute is not resolved, it will be finally resolved by binding arbitration seated in Wilmington, Delaware. The arbitrator's decision is final and may be entered in any court of competent jurisdiction.

Exceptions: Either party may seek injunctive or other equitable relief in a court of competent jurisdiction without first attempting informal resolution or arbitration, for (a) infringement of intellectual property rights, (b) violation of confidentiality obligations, or (c) violations of the Acceptable Use Policy that threaten ongoing harm.

Class action waiver: To the maximum extent permitted by law, each party waives the right to participate in any class action, collective action, or representative proceeding.

Jury waiver: Each party waives any right to a jury trial in any proceeding arising out of or relating to these Terms.

Notices: Notices to Customer may be sent to the email address associated with Customer's account. Notices to Squawker must be sent to legal@squawker.ai and to Squawker Inc., 8 The Green, STE R, Dover, DE 19901, USA, Attn: Legal. Notices are effective upon receipt.

Assignment: Customer may not assign these Terms without Squawker's prior written consent. Squawker may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of substantially all assets. Any prohibited assignment is void.

Force majeure: Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, power outages, internet failures, government actions, pandemics, and natural disasters.

Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision will be modified to the minimum extent necessary to be enforceable while preserving its intent.

No waiver: A party's failure to enforce a provision is not a waiver of its right to enforce that provision later.

Entire agreement: These Terms (including the Acceptable Use Policy, Privacy Policy, Data Processing Agreement where applicable, and any order form) are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements.

No third-party beneficiaries: These Terms do not create any third-party beneficiary rights.

Independent contractors: The parties are independent contractors. No agency, partnership, joint venture, or employment relationship is created.

US Government use: The Service is "commercial computer software" as defined in FAR 2.101 and DFARS 252.227-7014(a)(1). US Government use is subject only to the rights granted in these Terms.

Export control: Customer will comply with all applicable US export laws (including the Export Administration Regulations and OFAC sanctions). Customer represents that it is not located in, and will not use the Service from, a country embargoed by the US government, and that it is not on any US restricted-party list.

DMCA: Notices of alleged copyright infringement may be sent to legal@squawker.ai.

Change procedure: Squawker may update these Terms from time to time. Material changes will be communicated to Customer by email at least 30 days before the change takes effect. Continued use of the Service after the effective date constitutes acceptance.

For legal notices or questions regarding these Terms:

Squawker Inc. (a Delaware corporation) 8 The Green, STE R, Dover, DE 19901, USA legal@squawker.ai