License Agreement

This License Agreement ("Agreement") is between you ("you," "your," or "Customer") and EdibleAI, Inc. ("EdibleAI," "we," "us," or "our") and governs your access to and use of the EdibleAI websites, software, APIs, and related offerings (collectively, the "Services"). The Services are designed to help businesses—such as restaurants—handle phone calls and related workflows using automated and AI-assisted capabilities.

By registering, clicking to accept, or using the Services, you agree to this Agreement. If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Services.

A separate order form, statement of work, or enterprise agreement signed by both parties may supplement this Agreement and, where it expressly states so, will control over conflicting terms.

1. Eligibility

You must be at least the age of majority in your jurisdiction and able to form a binding contract. You may not use the Services where prohibited by law.

2. Grant of license

Subject to this Agreement, timely payment of applicable fees, and compliance with our policies, we grant you a limited, non-exclusive, non-sublicensable, non-transferable (except as permitted below), revocable license to access and use the Services during the applicable subscription or trial period, solely for your internal business purposes and in accordance with our documentation and reasonable usage guidelines.

3. Accounts and security

You are responsible for safeguarding credentials and for all activity under your account. You must provide accurate information and notify us promptly of any unauthorized access or security incident affecting your account.

4. Acceptable use

You agree not to, and not to permit others to:

• Violate applicable law, infringe others' rights, or send unlawful, harmful, fraudulent, deceptive, defamatory, or harassing content.
• Interfere with or disrupt the Services, other customers, or underlying networks; or attempt unauthorized access to systems or data.
• Probe, scan, or test vulnerabilities except under a written bug bounty or penetration-testing program we authorize.
• Reverse engineer, decompile, or disassemble the Services except where applicable law prohibits such a restriction.
• Copy, rent, lease, sell, sublicense, or otherwise commercially exploit the Services except as expressly permitted.
• Use the Services to develop a competing product or service, or to extract training data or models in violation of our terms or technical controls.

5. Customer data

You may submit or make available data, content, audio, transcripts, configuration, and other materials through the Services ("Customer Data"). As between the parties, you retain your rights in Customer Data. You grant EdibleAI a worldwide license to host, process, transmit, display, and otherwise use Customer Data as reasonably necessary to provide, maintain, secure, and improve the Services, and as described in our Privacy Policy.

You represent that you have all rights and, where required, consents and notices for Customer Data and for use of telephony, recording, or voice features in connection with your end users (for example, callers and staff). Our processing of personal data is further described in the Privacy Policy, including roles of controller and processor where applicable.

6. Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). The receiving party will use reasonable care to protect Confidential Information and use it only for the purposes of this Agreement. Confidential Information does not include information that is public through no fault of the recipient, independently developed, or rightfully received from a third party without duty of confidentiality.

7. Intellectual property

EdibleAI and its licensors own the Services, software, documentation, branding, and aggregated or de-identified analytics derived from operating the Services (excluding Customer Data). Except for the limited license in Section 2, no rights are granted. Feedback you provide may be used without obligation to you.

8. Third-party services

The Services may interoperate with third-party products (for example, telephony carriers, calendars, or POS integrations). Those services are subject to the third party's terms. We are not responsible for third-party services or their availability.

9. Fees, trials, and taxes

Fees, billing cycles, and payment methods are as stated at purchase or in your order. Unless required by law or expressly stated otherwise, fees are non-refundable. You are responsible for applicable taxes other than taxes on our net income. We may suspend Services for non-payment after reasonable notice where permitted.

10. Term and termination

This Agreement begins when you first use the Services and continues until terminated. Either party may terminate if the other materially breaches and fails to cure within thirty (30) days of written notice (if curable). We may suspend or terminate immediately where necessary for legal compliance, security, or to prevent harm. Upon termination, your license ends. We may delete Customer Data after a retention period consistent with our Privacy Policy and legal obligations, unless export is required by law or agreed in writing.

11. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, EDIBLEAI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI OR VOICE OUTPUT WILL BE ACCURATE OR APPROPRIATE FOR ANY SPECIFIC REGULATORY OR BUSINESS USE. YOU ARE RESPONSIBLE FOR YOUR USE OF THE SERVICES, INCLUDING COMPLIANCE WITH LAWS APPLICABLE TO YOUR INDUSTRY AND JURISDICTION.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA. EDIBLEAI'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IN ANY TWELVE (12) MONTH PERIOD WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICES IN THAT PERIOD; IF THE SERVICES WERE FREE, OUR TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100). THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

13. Indemnity

You will defend EdibleAI and its affiliates, directors, officers, and employees against any third-party claim arising from Customer Data, your use of the Services in violation of this Agreement, or your violation of law, and you will pay reasonable attorneys' fees and damages finally awarded against EdibleAI (or reasonable settlement amounts) to the extent caused by the foregoing, except to the extent arising from EdibleAI's willful misconduct.

14. Export and sanctions

You will comply with applicable export control and sanctions laws. You may not use or export the Services into jurisdictions or to parties prohibited by those laws.

15. Changes to this Agreement

We may modify this Agreement by posting an updated version and changing the "Last updated" date. If a change is material, we will provide notice as required by law or as described in-product. Your continued use after the effective date constitutes acceptance, except where applicable law requires otherwise.

16. General

This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles, unless mandatory local law requires otherwise. The United Nations Convention on Contracts for the International Sale of Goods does not apply. You and EdibleAI consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for disputes arising out of this Agreement, subject to applicable mandatory provisions for consumers. If any provision is held unenforceable, the remaining provisions remain in effect. This Agreement, together with the Privacy Policy and any signed order form, constitutes the entire agreement regarding its subject matter and supersedes prior understandings. You may not assign this Agreement without our consent; we may assign in connection with a merger, acquisition, or sale of assets. No delay in enforcing a right is a waiver.

17. Contact

Questions about this Agreement: hello@EdibleAI.ai. Privacy and personal data: see our Privacy Policy.