Master Services Agreement.

This Master Services Agreement (the "Agreement") is between you (the "Customer") and Ajoxi, Inc. ("Ajoxi"), and governs your use of the Ajoxi platform and any services described on an Order Form, in the documentation, or accessible through your account.

By signing an Order Form, clicking "I agree" during sign-up, or using the service, you accept these Terms. If you are agreeing on behalf of a company, you confirm you have authority to bind that company.

The Agreement is composed of these Terms, the Order Form, the Acceptable Use Policy, the Data Processing Agreement (where applicable), and the Service Level Agreement.

Ajoxi provides a cloud telephony, contact center, and AI platform — including voice, SMS, video, AI receptionist, conversation intelligence, and integrations as described on ajoxi.com and within the product.

We grant Customer a non-exclusive, non-transferable, worldwide right to access and use the service during the subscription term, solely for Customer’s internal business purposes and in accordance with this Agreement and the documentation.

We may update the service from time to time. We will not materially reduce core functionality during the subscription term without notice.

Customer is responsible for the activity of any user account created under its subscription, including its administrators, agents, and end users.

Customer must keep credentials confidential and notify us immediately at security@ajoxi.com if it suspects unauthorised access. We support SSO and SCIM on Enterprise plans; we strongly recommend MFA on all administrator accounts.

Each "user" or "seat" is one individual human granted access to the product. Sharing a single user account between multiple people is not permitted. Read-only viewers and webhooks are free.

Fees are set out on the applicable Order Form or in the in-product pricing page. Subscriptions are billed in advance — monthly or annually depending on the plan you select. Overage minutes and add-on usage are billed monthly in arrears.

All fees are exclusive of taxes. Customer is responsible for sales, use, VAT, GST, and similar taxes, except for taxes on Ajoxi’s net income.

Invoices are due 30 days from invoice date unless otherwise stated. Overdue amounts accrue interest at 1.5% per month (or the maximum permitted by law, if lower).

No refunds for partial months. Annual subscriptions cancelled mid-term run to the end of the paid period.

Customer agrees not to (and not to permit users to): (a) use the service to violate any law or regulation, including TCPA, CAN-SPAM, GDPR, and similar privacy and telecommunications laws; (b) send spam, fraudulent, or harassing communications; (c) reverse engineer or attempt to bypass technical limits; (d) resell or sublicense the service without our written consent.

Ajoxi may suspend service immediately, without prior notice, for activity that violates this section or that threatens the integrity of the platform, our other customers, or the underlying carrier network. We will notify Customer as soon as practical and work in good faith to restore service after the violation is cured.

Customer retains all rights in the data it submits to the service ("Customer Data"), including call recordings, transcripts, contact records, and messages. Ajoxi receives only a limited license to process Customer Data to the extent necessary to provide the service.

We will not use Customer Data to train shared AI models, sell or share with advertisers, or otherwise disclose it except as set out in our Privacy Notice and the Data Processing Agreement.

On termination, we will delete Customer Data within 30 days unless retention is legally required (in which case the data remains subject to this Agreement and the DPA).

Each party will protect the other party’s confidential information with the same care it uses for its own (and no less than reasonable care), and will only use it to perform under this Agreement.

Confidential information does not include information that is or becomes public through no fault of the receiving party, was already in the receiving party’s possession, is independently developed without reference to the disclosing party’s information, or is required to be disclosed by law (with prompt notice where allowed).

We warrant that the service will perform materially in accordance with the documentation and that we will use commercially reasonable efforts to maintain a 99.9% monthly uptime SLA (subject to the SLA terms).

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND AJOXI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to breach of confidentiality, indemnification obligations, gross negligence, willful misconduct, or amounts owed under an Order Form.

The Agreement starts on the Effective Date on the Order Form and continues for the subscription term. Subscriptions auto-renew unless either party gives 30 days’ written notice before the end of the current term.

Either party may terminate for cause if the other materially breaches the Agreement and does not cure the breach within 30 days of written notice. On termination, Customer’s access ends, outstanding fees become due, and the data-handling provisions in §6 apply.

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts in San Francisco County, California, for any dispute arising under this Agreement.

Each party waives any right to a jury trial. The prevailing party in any litigation is entitled to recover its reasonable attorneys’ fees and costs.

Legal notices to: legal@ajoxi.com, with a copy to Ajoxi, Inc., Attn: Legal, San Francisco, CA. Privacy and data requests: privacy@ajoxi.com. Security incidents: security@ajoxi.com.