SaaS Terms of Service
Effective Date: July 27, 2026 · Ygrix Company
Ygrix Company ("Company," "Ygrix," "we," "us") operates a cloud-based platform of AI-powered sales robots — Voice Robots and Chat Robots — that Company configures, deploys, and manages on a customer's behalf to communicate with that customer's own contacts (the "Service"). This Agreement governs a customer's subscription to and use of the Service.
By clicking "I Agree," or by accessing or using the Service, the person or entity doing so ("Customer," "you") agrees to be bound by this Agreement. This clickwrap mechanism is how the contract is formed when there is no handwritten signature — it has the same binding effect as a signed agreement.
1.Definitions
- "Service" means Ygrix's cloud-based platform of AI-powered sales robots (Voice Robots and Chat Robots, together "Robots"), including Company's configuration, integration, hosting, and ongoing management of Customer's Robot(s), and any related dashboards, reporting, and account management provided as part of the subscription.
- "Voice Robot" means a Robot that conducts telephone conversations.
- "Chat Robot" means a Robot that conducts text/messaging conversations.
- "Personal Account Manager" means the Company representative assigned to configure, integrate, and operate Customer's Robot(s) on Customer's behalf as part of the Base Subscription.
- "End Users" means the individuals Customer's Robots communicate with (e.g., Customer's leads, customers, or other contacts).
- "Customer Data" means data submitted or made available by Customer to the Service, and data generated through Customer's use of the Service, including call recordings, transcripts, and message logs of interactions with End Users.
- "Included Resources" means the 1,000 voice minutes and 4,000 chat messages included each monthly billing period under the Base Subscription.
- "Top-Up Resources" means additional voice minutes or chat messages purchased under Section 3.3.
- "Robot Disclosure" means a statement, delivered by a Robot to an End User, identifying the Robot as an automated, non-human conversational system.
2.The Service
2.1 Scope
Company will use commercially reasonable efforts to configure, deploy, and manage Customer's Robot(s). This is the default operating model: Company's Personal Account Manager performs all platform integrations, script/flow configuration, and day-to-day management of the Robot(s) on Customer's behalf.
2.2 Customer Team Training (Optional)
At Customer's request, Company will provide reasonable training so Customer's own personnel can configure or operate the Service directly. Company remains responsible for day-to-day operation of the Service regardless of any training provided.
2.3 Account Registration
Customer will identify an administrative user for its account. Company may refuse registration of, or disable, any account it reasonably believes is fraudulent or in violation of this Agreement.
2.4 Support
Company provides technical support as described in Exhibit B.
3.Subscription Plan and Fees
3.1 Base Subscription
3.2 Included Resources
Included Resources do not carry over. Any unused portion expires at the end of the applicable monthly billing period.
3.3 Top-Up Packages
3.4 Overage
If Customer's usage exceeds its available resources, Company may either (a) automatically apply an additional Top-Up Package and bill Customer accordingly, or (b) pause the affected feature until Customer purchases additional resources.
3.5 Onboarding / Pilot Arrangements
For new customers, Company may offer a one-time onboarding or pilot arrangement, confirmed in writing. Unless that written confirmation states otherwise, any unused Pilot Allocation expires at the end of the first monthly billing period and does not carry forward.
3.6 Fee Changes
Company may change the Base Subscription Fee or Top-Up Package pricing on thirty (30) days' prior notice, effective at Customer's next renewal.
4.Restrictions and Responsibilities
Customer will not, directly or indirectly: (a) reverse engineer, decompile, or disassemble the Service; (b) modify or create derivative works based on the Service; (c) use the Service for timesharing or service bureau purposes; or (d) remove any proprietary notices.
Customer represents and warrants it will use the Service only in compliance with all applicable laws, including telemarketing, robocalling, and automated-messaging laws (such as the U.S. Telephone Consumer Protection Act and Do-Not-Call requirements). Customer is solely responsible for ensuring it has all rights and consents necessary to contact its End Users using the Service.
Customer will indemnify and hold Company harmless from any claim, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from Customer's breach of this section or from Customer's instructions, scripts, call lists, or campaign configuration.
5.Robot Disclosure; Call Recording
5.1 Robot Disclosure
Certain jurisdictions require that an automated conversational system disclose its non-human nature at the outset of the interaction. The Service includes a default Robot Disclosure, enabled by default. Customer is solely responsible for determining which disclosure requirements apply to its use of the Service in each jurisdiction. If Customer instructs Company to disable or omit the Robot Disclosure, Customer does so at its own risk, and Company has no liability arising from Customer's decision.
5.2 Call Recording
The Service records voice interactions by default, for quality control, dispute resolution, and service improvement. Customer may at any time (a) disable recording for some or all campaigns, or (b) request deletion of previously recorded calls and transcripts. Customer is solely responsible for complying with call recording consent laws applicable to the jurisdictions where its End Users are located.
6.Confidentiality; Data; Proprietary Rights
6.1 Confidentiality
Each party will protect the other party's non-public business, technical, and financial information using at least the same degree of care it uses for its own similarly sensitive information, and will not use or disclose it except to perform this Agreement.
6.2 Customer Data Ownership
Customer owns all right, title, and interest in Customer Data. Company owns all right, title, and interest in the Service and underlying software and all improvements thereto.
6.3 Company's Role Regarding Customer Data
Company stores and processes Customer Data solely on Customer's behalf and at Customer's instruction, to provide the Service — not for Company's own independent business purposes. Company does not determine the purposes or means of processing any personal data within Customer Data; Customer does.
6.4 Aggregated/De-identified Data
Company may collect and use data about the operation and performance of the Service (including aggregated, de-identified usage statistics that do not identify Customer or any End User) to maintain, improve, and develop the Service.
7.Payment of Fees
Customer will pay all fees in advance, via the payment method on file. Late or unpaid amounts bear a finance charge of 1.5% per month (or the maximum permitted by law, if lower), plus collection costs, and may result in suspension or termination of the Service. Customer is responsible for all taxes associated with the Service other than taxes on Company's net income. Billing disputes must be raised within sixty (60) days of the relevant charge.
8.Term and Termination
This Agreement begins on the Effective Date and continues month-to-month, automatically renewing for successive one-month terms, unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.
Either party may terminate on thirty (30) days' notice for the other party's uncured material breach (or immediately, in Company's case, for Customer's non-payment). Customer remains liable for fees accrued through the effective date of termination.
Upon termination, Company will make Customer Data available for retrieval for thirty (30) days, after which Company may delete it per Company's standard retention practices.
9.Warranty and Disclaimer
Company will use reasonable efforts consistent with prevailing industry standards to provide the Service with minimal errors and interruptions. Company does not warrant that the Service will be uninterrupted, error-free, or that any Robot-generated communication will be accurate, appropriate, or result in any particular sales or business outcome.
Except as expressly stated in this section, the Service is provided "as is," and Company disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
10.Indemnity
Company will defend Customer against a third-party claim that the Service, as provided by Company and used in accordance with this Agreement, infringes a valid U.S. patent or copyright, or misappropriates a trade secret, and will indemnify Customer against damages finally awarded, provided Customer promptly notifies Company and gives Company sole control of the defense. This does not apply to claims arising from Customer's scripts, call lists, or content, or use of the Service in violation of this Agreement.
11.Limitation of Liability
Except for bodily injury, Company and its suppliers, officers, affiliates, and employees will not be liable under any theory for: (A) loss or inaccuracy of data, lost profits, or cost of substitute services; (B) any indirect, incidental, special, exemplary, or consequential damages; or (C) amounts exceeding the fees paid by Customer to Company in the twelve (12) months preceding the event giving rise to liability, whether or not Company was advised of the possibility of such damages.
12.Miscellaneous
If any provision is unenforceable, it will be limited to the minimum extent necessary, and the rest of this Agreement remains in effect. Customer may not assign this Agreement without Company's prior written consent; Company may assign freely. This Agreement is the entire agreement between the parties on its subject matter. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, and the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware.
Exhibit A — Service Level Terms
The Service will be available 99.5% of each month, excluding scheduled maintenance and causes beyond Company's reasonable control (including third-party telephony, messaging, or AI-model provider outages). Customer's sole remedy for downtime is a service credit of 5% of the monthly Base Subscription Fee for each period of 30+ consecutive minutes of unscheduled downtime, capped at one week of fees credited per calendar month. Customer must report downtime in writing within 24 hours to receive credit.
Exhibit B — Support Terms
Company provides support via the Personal Account Manager and by email at help@ygrix.com on business days, 9:00 am–6:00 pm ET, excluding U.S. federal holidays. Company will use commercially reasonable efforts to respond to support requests within one (1) business day.