Terms and Conditions

1. Acceptance and Authority

By signing an Order Form that references these Terms, creating or administering an account, clicking to accept, or accessing or using the Services, the business or organization obtaining the Services ("Customer") agrees to be bound by these Terms.

If you accept these Terms for a Customer, you represent that you have authority to bind that Customer. If you do not have that authority or do not agree to these Terms, do not access or use the Services.

The Services are intended for business use, not personal, family, or household use.

2. Business Customers, Order Forms, and Priority

"Order Form" means an ordering document, online order, statement of work, or other written agreement that identifies the Services, subscription term, fees, usage limits, or other commercial terms.

If documents conflict, the following order of priority applies unless the applicable document expressly states otherwise: (1) the Order Form; (2) a signed data processing addendum or other signed addendum; (3) these Terms; and (4) documentation or policies incorporated by reference.

Enterprise customers may enter into a separately negotiated master services agreement. In that case, the signed agreement controls over these Terms.

3. Accounts and Authorized Users

Customer may permit its employees, contractors, franchisees, or other personnel to use the Services as authorized users. Customer is responsible for:

• Providing accurate account information and keeping it current.
• Approving users and assigning appropriate roles and permissions.
• Maintaining the confidentiality of credentials and using reasonable account security.
• All activity under Customer's accounts, except to the extent caused by IntelUpsell's breach of these Terms.
• Promptly notifying IntelUpsell of suspected unauthorized access or misuse.

Accounts and credentials may not be shared outside the permitted Customer organization unless IntelUpsell approves the arrangement or the Order Form permits it.

4. Subscriptions, Fees, and Taxes

Customer will pay the fees stated in the applicable Order Form. Unless the Order Form states otherwise:

• Fees are quoted and payable in U.S. dollars.
• Invoices are due within 30 days after the invoice date.
• Fees are based on the subscription and usage purchased, not actual use, and are non-cancelable and non-refundable except as expressly stated in these Terms or the Order Form.
• Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs.

Fees do not include taxes. Customer is responsible for sales, use, excise, value-added, and similar taxes arising from its purchase, excluding taxes based on IntelUpsell's net income. If Customer is tax-exempt, it must provide valid documentation.

Renewal, cancellation, price changes, minimum commitments, usage overages, and payment method requirements are governed by the Order Form. IntelUpsell will not charge an automatically renewing subscription unless the applicable Order Form or checkout process discloses the renewal terms.

5. License and Restrictions

Subject to Customer's payment of fees and compliance with these Terms, IntelUpsell grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Customer's internal business operations and for the number or type of locations, users, devices, or transactions purchased.

Customer will not, and will not permit others to:

• Copy, modify, translate, or create derivative works of the Services except as expressly permitted.
• Reverse engineer, decompile, disassemble, or attempt to discover source code, models, algorithms, or non-public interfaces, except where law prohibits this restriction.
• Sell, resell, rent, lease, sublicense, distribute, or provide the Services as a service bureau without written permission.
• Circumvent access controls, usage limits, security mechanisms, or account restrictions.
• Use the Services to build or train a competing product or model, or to publish non-public benchmark results, without written permission.
• Remove proprietary notices or represent that Customer owns the Services.

6. Customer Responsibilities

Customer is responsible for its business operations, Customer Data, configurations, employee practices, communications, and decisions made using the Services. Customer will:

• Use the Services only for lawful purposes and in accordance with these Terms, its workplace policies, and applicable laws.
• Provide all legally required notices and obtain all legally required consents before recording, monitoring, intercepting, transmitting, transcribing, analyzing, or retaining communications involving employees, job applicants, customers, or other individuals.
• Comply with employment, labor, wage and hour, discrimination, accessibility, privacy, wiretap or recording, biometric, artificial intelligence, consumer protection, and collective bargaining requirements that apply to Customer's use.
• Ensure that employees and other users are properly informed about performance monitoring, analytics, automated tools, data retention, and available rights.
• Configure targets, scorecards, menu items, employee assignments, and business rules accurately and review them regularly.
• Maintain a reasonable human review process for material decisions and an appropriate method for individuals to question or correct inaccurate data.
• Avoid submitting Social Security numbers, full payment card data, protected health information, government identification numbers, or other highly sensitive data unless the Services and a written agreement expressly authorize it.

IntelUpsell does not act as Customer's employer, legal advisor, human resources advisor, payroll provider, or compliance officer.

7. Audio, Analytics, and AI Features

The Services may use automated speech recognition, machine learning, and artificial intelligence to transcribe sales interactions, identify offers and responses, classify items or events, calculate metrics, detect patterns, and generate summaries, reports, or coaching suggestions (collectively, "Outputs").

• Outputs require review. Automated Outputs are probabilistic and may be incomplete, inaccurate, biased, or inappropriate for a particular context. Customer is responsible for verifying Outputs before relying on them.
• No sole-basis employment decisions. Customer will not use an Output as the sole basis for hiring, firing, promotion, demotion, discipline, compensation, scheduling, or another decision that has a legal or similarly significant effect on an individual. Customer must apply meaningful human review and independent judgment.
• Notice, audit, and assessment duties. Customer is responsible for any legally required worker notices, impact assessments, bias audits, accommodations, appeals, or disclosures associated with automated employment or performance tools.
• No guaranteed outcome. IntelUpsell does not guarantee increased sales, employee performance, legal compliance, or any specific business result.
• No biometric identification by default. The standard Services are not licensed for voiceprint identification or biometric authentication. Any biometric feature requires a separate written agreement and all required notices and consents.

8. SMS and Communications Features

If Customer uses the Services to send text messages, emails, push notifications, or similar communications, Customer controls the recipients, timing, purpose, and content of those communications. Customer represents and warrants that it has all authority and consent needed to provide contact information and send the communications.

Customer will comply with applicable telemarketing, text messaging, employment communication, privacy, and opt-out requirements, including honoring STOP or similar opt-out requests where required. Customer will not use the Services for unlawful marketing, spam, harassment, or deceptive communications. IntelUpsell may block or suspend messaging that creates legal, security, carrier, or deliverability risk.

9. Customer Data and Privacy

Ownership

As between the parties, Customer owns all data, content, recordings, transcripts, files, configurations, and other information submitted to or collected through the Services for Customer ("Customer Data"). Customer grants IntelUpsell and its subprocessors a worldwide, non-exclusive right to host, copy, transmit, process, display, and otherwise use Customer Data only as necessary to provide, secure, support, and improve the Services; comply with Customer's instructions; and meet legal obligations.

Customer authority

Customer represents and warrants that it has all rights, notices, permissions, and lawful bases needed for IntelUpsell to process Customer Data as contemplated by the agreement.

Deidentified and aggregated data

IntelUpsell may create and use data that is aggregated or deidentified so that it cannot reasonably identify Customer or an individual. IntelUpsell will not attempt to reidentify such data except to test whether deidentification is effective or as permitted by law.

AI model training

IntelUpsell will not use identifiable Customer Data to train general-purpose AI models for unrelated customers without Customer's written authorization. IntelUpsell may use deidentified or aggregated data to evaluate and improve the Services.

Privacy Policy and data processing terms

IntelUpsell's Privacy Policy explains its privacy practices. If applicable law requires processor or service provider terms, the parties will enter into IntelUpsell's data processing addendum or equivalent written terms.

10. Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or that reasonably should be understood as confidential, including Customer Data, product plans, security information, pricing, source code, and business information.

Recipient will use Confidential Information only to perform or exercise rights under the agreement and will protect it using at least reasonable care. Recipient may disclose Confidential Information only to personnel and service providers who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that Recipient can demonstrate: (a) is publicly available without breach; (b) was lawfully known without restriction; (c) was received lawfully from a third party without a duty of confidentiality; or (d) was independently developed without use of the Confidential Information.

If disclosure is legally required, Recipient may disclose the required portion after giving notice where legally permitted and reasonably cooperating with efforts to seek protective treatment.

11. Security

IntelUpsell will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data. Customer understands that no service is completely secure and that security depends in part on Customer's account controls, devices, networks, integrations, and user practices.

Customer will not perform penetration tests, vulnerability scans, or security assessments of the Services without IntelUpsell's prior written approval. Customer may report a suspected vulnerability to alerts@intelupsell.com.

12. Third-Party Services and Integrations

The Services may interoperate with third-party products, networks, devices, payment providers, communications carriers, identity providers, cloud services, transcription services, AI providers, or other integrations. Customer's use of third-party services is governed by the third party's terms and privacy practices.

IntelUpsell is not responsible for third-party services, including their availability, security, accuracy, functionality, or changes. IntelUpsell may disable an integration if necessary to protect the Services or comply with law.

13. Intellectual Property and Feedback

IntelUpsell and its licensors retain all right, title, and interest in the Services, software, documentation, models, workflows, designs, trademarks, and related intellectual property, including improvements and derivatives. No rights are granted except the limited rights expressly stated in the agreement.

If Customer or a user provides suggestions, ideas, or feedback, IntelUpsell may use it without restriction or compensation, provided IntelUpsell does not identify Customer publicly as the source without permission.

14. Acceptable Use

Customer will not use the Services to:

• Violate law, infringe rights, or process data without required authority, notice, or consent.
• Discriminate unlawfully, harass, retaliate, surveil individuals unlawfully, or make prohibited employment decisions.
• Transmit malware, interfere with the Services, test vulnerabilities without permission, or gain unauthorized access.
• Send spam, unlawful marketing, fraudulent, threatening, obscene, or deceptive content.
• Process regulated data or conduct high-risk activities for which the Services are not designed, including medical diagnosis, credit eligibility, housing eligibility, insurance underwriting, or law enforcement identification.
• Misrepresent automated content as verified fact or conceal the use of AI where disclosure is legally required.

15. Service Changes, Beta Features, and Suspension

IntelUpsell may update the Services to improve functionality, security, or legal compliance. IntelUpsell will not materially reduce the core functionality of a paid Service during the then-current subscription term without providing a commercially reasonable alternative or remedy.

Features labeled beta, preview, pilot, evaluation, or similar are provided for testing, may change or be discontinued, and may be subject to additional terms. Beta features are provided "as is" and are excluded from service level commitments unless stated otherwise.

IntelUpsell may suspend access when reasonably necessary to address a security threat, unlawful use, material breach, overdue undisputed payment, harm to the Services or others, or a legal requirement. When practicable, IntelUpsell will provide notice and an opportunity to cure.

16. Term, Termination, and Data Return

These Terms begin when Customer first accepts them and continue while Customer has an active account or subscription. Subscription terms and renewal are stated in the Order Form.

Either party may terminate for material breach if the breach is not cured within 30 days after written notice, or within 10 days for nonpayment. Either party may terminate immediately if the other becomes insolvent, enters bankruptcy or similar proceedings that are not dismissed within 60 days, or ceases business.

Upon termination, Customer's right to use the Services ends and outstanding fees become due. Upon written request submitted before termination or within 30 days after termination, IntelUpsell will make Customer Data available for export in a standard format where reasonably available. IntelUpsell may then delete or deidentify Customer Data according to its retention process, subject to backup cycles, legal obligations, and the applicable Order Form.

Provisions that by their nature should survive will survive, including payment obligations, confidentiality, intellectual property, disclaimers, indemnification, limitations of liability, and dispute terms.

17. Warranties and Disclaimers

Each party represents that it has authority to enter into the agreement. IntelUpsell warrants that, during a paid subscription term, the Services will perform in all material respects according to the applicable documentation when used as authorized. Customer's exclusive remedy for breach of this warranty is for IntelUpsell to use reasonable efforts to correct the nonconformity; if IntelUpsell cannot do so, Customer may terminate the affected Service and receive a refund of prepaid fees covering the unused portion of the terminated subscription.

Except for the express warranty above and to the maximum extent permitted by law, the Services, Outputs, beta features, and documentation are provided "as is" and "as available." IntelUpsell disclaims all implied or statutory warranties, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and warranties arising from course of dealing or usage of trade.

IntelUpsell does not warrant that the Services will be uninterrupted, error-free, or completely secure; that every interaction will be captured or classified correctly; or that Outputs will be accurate, unbiased, complete, or suitable for an employment or business decision.

18. Indemnification

IntelUpsell intellectual property indemnity

IntelUpsell will defend Customer against a third-party claim that the authorized use of the paid Services directly infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement, provided Customer promptly notifies IntelUpsell, gives IntelUpsell control of the defense and settlement, and reasonably cooperates.

IntelUpsell has no obligation for claims arising from Customer Data, Customer instructions, modifications not made by IntelUpsell, combinations with items not provided by IntelUpsell, continued use after notice, or use outside the agreement. IntelUpsell may modify or replace the affected Service, obtain a right to continue use, or terminate the affected Service and refund prepaid fees for the unused portion. This section states IntelUpsell's entire obligation for infringement claims.

Customer indemnity

Customer will defend IntelUpsell and its affiliates, officers, employees, and contractors against third-party claims arising from: (a) Customer Data; (b) Customer's unlawful recording, monitoring, messaging, workplace practices, or employment decisions; (c) Customer's breach of Sections 6, 7, 8, or 14; or (d) Customer's or its users' misuse of the Services. Customer will pay damages finally awarded or agreed in settlement, provided IntelUpsell promptly notifies Customer, gives Customer control of the defense and settlement, and reasonably cooperates. Customer may not settle a claim in a manner that admits fault by IntelUpsell or imposes non-monetary obligations on IntelUpsell without consent.

19. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for lost profits, lost revenue, loss of goodwill, loss or corruption of data, business interruption, or any indirect, incidental, special, exemplary, consequential, or punitive damages, even if advised of the possibility.

Except for excluded claims, each party's total aggregate liability arising out of or relating to the agreement will not exceed the fees paid or payable by Customer for the affected Services during the 12 months before the event giving rise to liability.

"Excluded Claims" means Customer's payment obligations, a party's fraud or willful misconduct, Customer's violation of IntelUpsell's intellectual property rights, and liabilities that cannot lawfully be limited. The limitations apply regardless of the legal theory and even if a remedy fails of its essential purpose.

20. Governing Law and Disputes

These Terms and any dispute arising from them are governed by the laws of the State of Colorado, without regard to conflict-of-law rules.

21. General Terms

• Compliance with law. Each party will comply with laws applicable to its own performance. Customer is responsible for laws applicable to its data, employees, stores, communications, and use of Outputs.
• Export and sanctions. Customer will not use or export the Services in violation of U.S. export control or sanctions laws and represents it is not prohibited from receiving the Services.
• U.S. government use. The Services are commercial computer software and documentation developed at private expense and are provided to government users with only the rights granted under these Terms.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations.
• Assignment. Neither party may assign the agreement without the other's consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the obligations. Any other assignment is void.
• Independent contractors. The parties are independent contractors. The agreement does not create a partnership, agency, employment, fiduciary, or franchise relationship.
• No third-party beneficiaries. There are no third-party beneficiaries except as expressly stated.
• Notices. Legal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation to the addresses in the Order Form. Routine operational notices may be provided through the Services or email.
• Changes to Terms. IntelUpsell may update these Terms for future orders or renewals. Material changes during an active term will take effect at renewal unless required sooner by law or necessary for security. Continued use after the effective date constitutes acceptance where permitted by law.
• Entire agreement; waiver; severability. The agreement is the entire agreement regarding the Services and supersedes prior proposals and discussions. A waiver must be in writing and is not a continuing waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue.
• Headings and electronic signatures. Headings are for convenience only. Electronic acceptance and signatures are binding.

22. Contact Information