Terms of Service

1. Supplemental Terms; Other Policies

Certain features or offerings may be subject to additional terms, policies, or guidelines ("Supplemental Terms"). In addition, if you enter into an order form, statement of work, data processing addendum, or other written agreement with Hilus AI (collectively, "Applicable Agreements"), those agreements will govern your use of the Services covered by them.

If there is a conflict between these Terms and any Applicable Agreement, the Applicable Agreement controls to the extent of the conflict.

Your use of the Services is also subject to our Privacy Policy, our Prohibited Use Policy, and our California Notice at Collection (for California residents), each of which is incorporated into and forms part of these Terms. By using the Services, you agree to comply with all such policies.

2. Eligibility; Authority

You must be at least 18 years old (or the age of legal majority where you reside) to use the Services.

If you use the Services on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms.

3. Description of the Services

Hilus AI provides AI-powered voice and chat systems that may include automated phone answering, call routing, messaging, scheduling, workflow automation, agent-building and deployment tools, APIs, integrations, and website demo experiences.

We may modify, suspend, or discontinue features or Services at any time.

4. Accounts; Security

You agree to:

• Provide accurate and current information
• Maintain the confidentiality of your credentials
• Promptly notify us of unauthorized access

You are responsible for activity under your account.

5. Customer Deployments; End Users

If you deploy the Services for use by others ("End Users"), you are responsible for:

• Proper configuration
• Providing required notices (including call recording disclosures where applicable)
• Obtaining necessary consents
• Compliance with applicable laws

Hilus AI processes data submitted through deployments as described in our Privacy Policy and any Applicable Agreements. Use of the Services is also subject to our Prohibited Use Policy.

6. Acceptable Use

You may not use the Services to:

• Violate applicable laws
• Infringe intellectual property or privacy rights
• Generate unlawful or harmful content
• Attempt unauthorized access or system interference
• Reverse engineer or extract models except as permitted by law
• Circumvent security or usage limits

We may suspend or terminate access for violations. Additional restrictions apply as described in our Prohibited Use Policy.

7. Professional Responsibility; No Emergency Services

The Services are tools and do not replace professional judgment.

You acknowledge:

• AI Output may be inaccurate or incomplete
• You are responsible for reviewing and validating Output
• The Services do not provide medical, veterinary, legal, or other professional advice
• The Services are not emergency services

8. Inputs and Outputs

(a) Input and Output

You may submit content ("Input"). The Services may generate responses ("Output"). Input and Output together are "Content."

(b) Non-Unique Output

Due to machine learning processes, Output may not be unique and may be similar to outputs generated for other users.

(c) Responsibility

You are responsible for your Input and your use of Output.

9. Intellectual Property; Licenses

(a) Our Ownership

We and our licensors own the Services and related intellectual property.

(b) Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services in accordance with these Terms.

(c) Your Content

You retain rights in your Input. Subject to these Terms, you may use Output generated for you.

(d) License to Process Content

You grant Hilus AI a license to host, store, process, transmit, and use Content solely as necessary to provide, maintain, secure, and support the Services, comply with law, and enforce these Terms.

We may use de-identified and aggregated data to evaluate and improve the performance, reliability, and safety of the Services, consistent with our Privacy Policy.

10. Third-Party Services

The Services may rely on third-party providers (e.g., telephony carriers, SMS providers, cloud hosting, AI model providers). These third-party services are not under our control, and their availability or performance may affect the Services.

11. Fees and Payment (Including Future Subscriptions)

Some Services may require payment now or in the future.

If we introduce recurring subscription plans:

• Subscriptions may automatically renew unless canceled
• Fees will be charged to your approved payment method
• Cancellation and renewal terms will be disclosed at purchase

Fees are generally non-refundable except as required by law.

We may suspend access for non-payment.

12. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HILUS AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not guarantee uninterrupted availability or accuracy of Output.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

HILUS AI SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

HILUS AI'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE GREATER OF:

• (i) ONE HUNDRED U.S. DOLLARS ($100), OR
• (ii) THE AMOUNT PAID BY YOU TO HILUS AI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. Dispute Resolution; Binding Arbitration; Class Action Waiver

(a) Informal Resolution

You agree to first attempt to resolve disputes informally by contacting legal@hilus.ai.

(b) Binding Arbitration

Except for small claims court matters or intellectual property injunctions, disputes will be resolved by final and binding arbitration administered by JAMS.

(c) Seat of Arbitration

The arbitration shall be seated in San Diego, California. Proceedings may be conducted remotely unless either party requests an in-person hearing.

(d) Class Action Waiver

YOU AND HILUS AI AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION.

(e) Opt-Out

You may opt out of arbitration within 30 days of first accepting these Terms by emailing legal@hilus.ai.

15. Indemnification

You agree to indemnify and hold harmless Hilus AI from claims arising out of your use of the Services, your violation of these Terms, or your Input or deployments.

16. Force Majeure

Hilus AI will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, interruptions in telecommunications or internet services, or failures of third-party service providers.

This section does not excuse payment obligations accrued prior to such event.

17. Suspension and Termination

We may suspend or terminate access for violations, legal requirements, or security concerns.

Upon termination, your right to use the Services ceases.

18. No Waiver

Our failure to enforce any provision of these Terms will not constitute a waiver of that provision.

19. Assignment

You may not assign these Terms without our prior written consent.

Hilus AI may assign these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

20. Export Control and Sanctions Compliance

You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. trade sanctions, and that you are not identified on any U.S. government list of prohibited or restricted parties.

You agree to comply with all applicable export control and economic sanctions laws and regulations in connection with your access to and use of the Services.

Hilus AI may suspend or terminate access to the Services to comply with applicable export control or sanctions laws.

21. Governing Law

These Terms and any dispute arising from them shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

If a dispute is determined not to be subject to arbitration, the state and federal courts located in San Diego County, California shall have exclusive jurisdiction.

22. Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in effect.

23. Survival

The following provisions survive termination of these Terms:

• Intellectual Property
• License to Process Content
• Disclaimers
• Limitation of Liability
• Indemnification
• Dispute Resolution (including Arbitration and Class Action Waiver)
• Governing Law
• Assignment
• Export Control and Sanctions Compliance
• No Waiver
• Severability
• Any payment obligations accrued prior to termination

24. Changes to These Terms

We may update these Terms from time to time. Continued use after changes become effective constitutes acceptance.

25. Contact

Hilus AI Corp.

legal@hilus.ai