Hilus Business 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 and our Prohibited Use Policy, each of which is incorporated into and forms part of these Terms. By using the Services, you agree to comply with all such policies. For self-serve online subscriptions purchased through a checkout page or payment link, the pricing, plan details, billing cadence, and plan-specific disclosures presented at checkout also form part of the agreement between you and Hilus AI.

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 related business services.

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

If you provide feedback, suggestions, or ideas regarding the Services, you agree that Hilus AI may use them without restriction, obligation, or compensation to you.

We may make beta, preview, or early access features available from time to time. Unless otherwise expressly stated by Hilus AI, beta, preview, and early access features are provided "AS IS," may be modified, suspended, or discontinued at any time, and may be subject to additional terms.

4. Accounts; Security

You agree to:

• Provide accurate and current information
• Maintain the confidentiality of your credentials and not share your credentials or make your account available to unauthorized third parties
• 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 Section 6, the DPA where applicable, the Privacy Policy, and any Applicable Agreements. Use of the Services is also subject to our Prohibited Use Policy.

6. Confidentiality; Customer Data; Data Processing

(a) Confidentiality

Each party may disclose to the other non-public information that should reasonably be understood as confidential given the nature of the information or the circumstances of disclosure ("Confidential Information"). Customer Data and Customer's non-public business information are Customer's Confidential Information, and non-public information about the Services is Hilus AI's Confidential Information. The receiving party will use the disclosing party's Confidential Information only as needed to exercise its rights and perform its obligations under these Terms, will protect it using reasonable care, and may disclose it only to its employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms. The receiving party may disclose Confidential Information to the extent required by law if it gives prior notice to the disclosing party unless legally prohibited.

(b) Customer Data

For purposes of these Terms, "Customer Data" means Input, Output, account-level configurations, communications, recordings, transcripts, workflows, and other data submitted to, transmitted through, or made available to the Services by or on behalf of Customer or its End Users. As between the parties, Customer retains all rights in Customer Data. Customer grants Hilus AI the rights to host, store, process, transmit, and otherwise use Customer Data solely as necessary to provide, maintain, secure, and support the Services, comply with law, and enforce these Terms and any Applicable Agreements.

(c) Data Processing Addendum

If Hilus AI processes Customer Data containing Personal Data on Customer's behalf, the Hilus Data Processing Addendum ("DPA") made available by Hilus AI on its website or otherwise provided by Hilus AI is incorporated into and forms part of these Terms. Each party will comply with its obligations under the DPA, and the DPA controls with respect to the processing of Personal Data in the event of any conflict with these Terms. Customers requesting modifications to the DPA should contact legal@hilus.ai, and any modified or negotiated DPA will apply only if agreed in a written instrument executed by both parties.

(d) Prohibited or Regulated Data

Customer will not submit payment card numbers, card security codes, bank account credentials, or protected health information regulated by HIPAA to the Services except through an approved payment processor flow or as expressly authorized in an Applicable Agreement or a separate written agreement with Hilus AI. Customer remains responsible for determining whether the Services are appropriate for the data Customer chooses to submit.

7. 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
• Automatically or programmatically extract data, Output, or other content from the Services except as expressly permitted by an Applicable Agreement or functionality we make available for that purpose

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

8. 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

9. 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. You represent and warrant that you have all rights, licenses, permissions, and consents needed to provide Input to the Services and to use Output as contemplated by these Terms and applicable law.

10. 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.

11. Third-Party Services

The Services may rely on third-party providers (e.g., telephony carriers, SMS providers, cloud hosting, AI model providers). The Services may also include content, outputs, software, products, or services provided by third parties. Such third-party services and third-party outputs are not under our control, may be subject to their own terms, and their availability or performance may affect the Services. Hilus AI is not responsible for third-party services or third-party outputs.

12. Fees and Payment

Certain Services are offered on a one-time or recurring subscription basis and may be purchased through an online checkout page, payment link, order form, or other authorized purchase flow.

You must provide current, complete, and accurate billing information, including a valid payment method, and promptly update that information if it changes.

(a) Subscription Plans and Billing Authorization

By purchasing a subscription, you authorize Hilus AI and its third-party payment processor to charge your selected payment method for the fees, taxes, and any other amounts disclosed at checkout, at the billing interval presented at checkout, until the subscription is canceled.

(b) Automatic Renewal

Unless otherwise stated at checkout or in an Applicable Agreement, subscriptions renew automatically for successive renewal terms equal to the initial subscription term, and you authorize us to charge the then-current renewal fees using your payment method on file.

(c) Cancellation

You may cancel a subscription before the next renewal date using the cancellation method described at checkout, through any self-service billing portal we make available, or by contacting us at contact@hilus.ai. Unless otherwise stated at checkout or required by law, cancellation takes effect at the end of the then-current billing period and fees already paid are non-refundable.

(d) Plan Changes and Price Changes

If you upgrade, downgrade, or otherwise change a subscription plan, the timing and billing impact of the change will be described at checkout, in the billing portal, or in an Applicable Agreement. We may change subscription pricing on a prospective basis by providing advance notice before the change takes effect at a future renewal.

(e) Failed Payments; Suspension

If a charge is declined or payment is otherwise overdue, we may retry the charge, request an updated payment method, suspend or limit access to the affected Services, or terminate the subscription after notice where appropriate.

(f) Payment Processors

Payments may be processed by third-party payment processors. Your use of any third-party payment processor may also be subject to that provider's terms and privacy policy.

(g) Taxes

Unless otherwise stated, fees do not include applicable sales, use, value-added, withholding, or similar taxes, duties, or governmental assessments. You are responsible for all such amounts associated with your purchase or use of the Services, except for taxes based on Hilus AI's net income, and we may charge, collect, and remit taxes where required by law.

(h) Payment Disputes

If Customer has a good-faith dispute regarding fees or taxes charged or invoiced under these Terms, Customer must notify Hilus AI before the applicable payment due date or, for automatic charges, within thirty (30) days after the charge. Customer will timely pay all undisputed amounts, and the parties will work in good faith to resolve the dispute.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. Suspension and Termination

We may suspend or terminate access for violations of these Terms or our policies, legal requirements, non-payment, security concerns, or if your use of the Services could create risk or harm to Hilus AI, the Services, other users, or any third party.

Upon termination, your right to use the Services ceases.

19. No Waiver

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

20. 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.

21. 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.

22. 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.

23. Severability

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

24. Survival

The following provisions survive termination of these Terms:

• Intellectual Property
• License to Process Content
• Confidentiality and Data Processing (including the DPA)
• 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

25. Changes to These Terms

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

26. Contact

Please contact Hilus AI Corp. at legal@hilus.ai.