Terms and Conditions

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer with access to Caretta, a Sales Call AI SaaS platform that provides real-time support, contextual knowledge, and automation workflows before, during, and after sales calls (the "Services").

1.2 As part of the registration process, Customer will identify an administrative user name and password for Customer's Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.3 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company's standard practice.

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

2.2 Customer may not remove or export from the United States or allow the export or re-export of the Services, Software, or anything related thereto, or any direct product thereof, in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect (the "Policy") and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing, Customer's breach of Section 2.6, Customer's violation of applicable recording, privacy, or data protection laws in connection with its use of the Services, or otherwise from Customer's use of Services. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.

2.5 Without Company's prior written consent, Customer will not, directly or indirectly: (a) access or use the Services to build, benchmark, or improve a competing product or service; (b) copy any features, functions, interfaces, or designs of the Services; or (c) access or use the Services if Customer is, or is acting on behalf of, a competitor of Company. "Competitor" means any person or entity that offers, or is developing, a product or service that competes with the Services or any part of them.

2.6 Customer is solely responsible for providing all notices and obtaining all consents required under applicable law to record, transcribe, and process calls and the communications of all call participants using the Services, and represents and warrants that it has done so.

3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Receiving Party's obligations under this Section 3.1 will last for five (5) years following disclosure of Proprietary Information, except that (a) obligations regarding trade secrets will continue for as long as the information qualifies as a trade secret under applicable law, and (b) obligations regarding Customer Data will continue for as long as Company holds Customer Data. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.

3.2 Customer shall own all right, title, and interest in and to the Customer Data. Company shall own and retain all right, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Subject to Section 3.1, Section 5.3, the Privacy Policy, and any applicable data processing agreement, Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Notwithstanding the foregoing, Company will use data obtained through Google APIs and any data derived from it, including aggregated or anonymized data, only as described in Company's Privacy Policy and in accordance with the Google API Services User Data Policy, including its Limited Use requirements.

4.1 Customer will pay Company the applicable fees for the Services as set forth at the time of purchase on the Company's website or checkout page (the "Fees"). Subscriptions are available on a monthly or annual basis as selected by Customer at checkout. Fees are payable in advance for each billing period. If Customer's use of the Services exceeds the service capacity included in Customer's subscription or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the then-current subscription term, upon thirty (30) days' prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to founders@caretta.network.

4.2 Payment is processed through our third-party payment provider. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company's net income.

5.1 This Agreement is effective on the date Customer first creates an account or uses the Services. The initial subscription term shall be the period selected by Customer at checkout (monthly or annual). Annual subscriptions renew automatically unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Monthly subscriptions renew automatically each month and may be cancelled at any time before the end of the current monthly period, with cancellation taking effect at the end of that period. Free accounts continue until closed by Customer or terminated by Company under Section 5.4.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided.

5.3 Customer may request deletion of Customer Data at any time, or delete its account within the Services where that option is available. Company will delete the applicable Customer Data within thirty (30) days of the request or account deletion, in accordance with Company's Privacy Policy, except where retention is required by law. Backup copies are deleted within ninety (90) days and are not used except for disaster recovery. If Company terminates Customer's account, Company will make Customer Data available to Customer for electronic retrieval for thirty (30) days and will then delete it on the same basis. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

5.4 Notwithstanding Section 5.2, Company may, with or without notice: (a) immediately suspend Customer's access to the Services, or terminate this Agreement, if Customer breaches this Agreement or the Policy, fails to pay Fees when due, or if required by law; and (b) terminate this Agreement for any free account at any time, for any reason. Upon termination under this Section, all Fees accrued up to the termination date remain due, recurring billing stops, and Section 5.3 applies to Customer Data. If termination under this Section is caused by Customer's breach or non-payment, prepaid Fees are non-refundable, except as required by law. If Company terminates this Agreement because the law requires it and Customer is not in breach, Company will refund unused prepaid Fees. If Company suspends Customer's access or terminates this Agreement, Customer may not create a new account, whether under its own name, a different email address, or on behalf of or through any third party, without Company's prior written consent.