Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (either an individual or an entity, “Customer,” “you,” or “your”) and Halo AI, Inc. (“Halo AI,” “we,” “us,” or “our”) governing your access to and use of the Halo AI platform, embeddable SDK, APIs, documentation, and all related services (collectively, the “Services”).

By creating an account, accessing, or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

1. Definitions

• “AI Agent” means the autonomous, AI-powered customer success agent provided through the Services, including its chat, voice, and video interaction capabilities.
• “Customer Data” means all data, content, and information that you or your End Users submit, upload, transmit, or otherwise make available through the Services, including knowledge base content, conversation logs, behavioral data, and configuration settings.
• “End User” means any individual who interacts with the AI Agent embedded in your application.
• “SDK” means the Halo AI software development kit that you embed in your application to enable AI Agent functionality.
• “Subscription Term” means the period during which you are authorized to use the Services under a paid or trial subscription.

2. The Services

2.1 Description

Halo AI provides an AI-powered customer success platform that enables you to embed an autonomous AI agent into your application. The AI Agent observes End User behavior, delivers proactive guidance, answers questions through chat, voice, and branded video interfaces, manages support escalations, and continuously improves from interactions within your environment.

2.2 Access and Account

To use the Services, you must create an account with accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us at support@haloagents.ai if you become aware of any unauthorized use of your account.

2.3 Modifications to the Services

We continuously improve the Services and may modify, update, or discontinue features at any time. If we make a change that materially reduces the functionality of the Services during your Subscription Term, we will provide at least 30 days’ prior written notice.

3. Customer Data and Obligations

3.1 Ownership of Customer Data

You retain all rights, title, and interest in and to your Customer Data. By using the Services, you grant Halo AI a limited, non-exclusive, worldwide license to use, process, store, and transmit Customer Data solely to provide, maintain, and improve the Services in accordance with these Terms and our Privacy Policy.

3.2 Customer Responsibilities

You are responsible for:

• Ensuring that your use of the Services complies with all applicable laws, regulations, and industry standards.
• Obtaining all necessary consents and providing all required notices to End Users regarding the collection and processing of their data through the SDK, including in your own privacy policy.
• The accuracy, quality, and legality of Customer Data, including all knowledge base content used to train your AI Agent.
• Configuring the AI Agent appropriately for your use case, including escalation rules, content boundaries, and response guidelines.
• Managing your team’s access to the dashboard and ensuring that authorized users adhere to these Terms.

3.3 Data Processing

To the extent that we process personal data on your behalf, we act as a data processor and you act as the data controller. We will process personal data in accordance with your instructions, these Terms, and applicable data protection laws. Upon request, we will enter into a Data Processing Addendum that incorporates Standard Contractual Clauses as required.

4. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party rights, including intellectual property, privacy, and data protection rights.
• Transmit malware, viruses, or any other harmful code through the SDK or platform.
• Attempt to gain unauthorized access to the Services, other customers’ data, or our underlying infrastructure.
• Reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code of the Services, except to the extent permitted by applicable law.
• Use the Services to build a competing product or service, or to benchmark the Services for competitive purposes without our prior written consent.
• Configure the AI Agent to provide medical, legal, financial, or other professional advice that requires a licensed professional, unless you have obtained appropriate professional oversight and disclosures.
• Use the AI Agent to deceive End Users about whether they are interacting with an AI or a human, where such deception would violate applicable law or regulation.
• Sublicense, resell, or redistribute the Services to third parties without our prior written consent.
• Exceed the usage limits associated with your subscription plan, including API rate limits and seat allocations.

We reserve the right to suspend or terminate your access to the Services if we reasonably determine that you have violated these acceptable use requirements. Where possible, we will provide notice and an opportunity to cure before suspension.

5. Subscription, Fees, and Payment

5.1 Subscription Plans

Access to the Services requires a paid subscription, except where a free trial or freemium tier is expressly offered. Details of available plans, features, and pricing are published on our website or communicated directly through a written quote or order form.

5.2 Fees and Billing

Fees are charged in advance on a monthly or annual basis as specified in your subscription. All fees are non-refundable except as expressly stated in these Terms or required by law. We may change pricing upon 30 days’ notice; price changes take effect at the start of the next billing cycle.

5.3 Payment Processing

Payments are processed through Stripe. By providing payment information, you authorize us to charge the applicable fees to your designated payment method. You are responsible for keeping payment information current.

5.4 Taxes

Fees do not include taxes. You are responsible for all applicable sales, use, value-added, and other taxes, except for taxes based on our income.

5.5 Late Payments

If payment is past due, we may suspend access to the Services after providing 10 days’ written notice. We may also charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, if lower).

6. Intellectual Property

6.1 Our Intellectual Property

Halo AI and its licensors own all rights, title, and interest in and to the Services, including the platform, SDK, AI models, algorithms, user interfaces, documentation, trademarks, and all underlying technology. Nothing in these Terms grants you any right to use our trademarks, logos, or branding without our prior written consent.

6.2 Feedback

If you provide suggestions, ideas, or feedback about the Services (“Feedback”), you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use, modify, and incorporate that Feedback into the Services without any obligation to you.

6.3 Aggregated Data

We may generate aggregated, anonymized, or de-identified data derived from your use of the Services (“Aggregated Data”). Aggregated Data does not identify you or any individual. We own all rights in Aggregated Data and may use it to improve, benchmark, and market the Services.

7. Third-Party Services and Integrations

The Services may integrate with or rely on third-party platforms and services, including but not limited to AI model providers (e.g., Anthropic), voice synthesis providers (e.g., ElevenLabs), avatar streaming services (e.g., HeyGen), communication tools (e.g., Slack), and payment processors (e.g., Stripe).

Your use of third-party services is subject to their respective terms and privacy policies. We are not responsible for the performance, availability, or data practices of third-party services. We do not warrant that third-party services will remain available or compatible with the Services.

If you connect third-party services to your Halo AI account, you authorize us to access and process data from those services as necessary to provide the Services.

8. Confidentiality

Each party (“Receiving Party”) agrees to protect the confidential information of the other party (“Disclosing Party”) using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential information includes non-public business, technical, and financial information disclosed in connection with these Terms.

Confidential information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the Receiving Party before disclosure; (c) is independently developed without use of the Disclosing Party’s confidential information; or (d) is rightfully received from a third party without restriction.

The Receiving Party may disclose confidential information if required by law, provided it gives the Disclosing Party prompt notice (where legally permitted) and cooperates in seeking protective treatment.

9. Term and Termination

9.1 Term

These Terms take effect when you first access the Services and continue until terminated. Your Subscription Term is specified in your subscription plan or order form and will automatically renew for successive periods of the same length unless either party provides written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.

9.2 Termination for Convenience

You may cancel your subscription at any time through the dashboard or by contacting us at support@haloagents.ai. Cancellation takes effect at the end of the current billing period. No refunds are provided for partial billing periods.

9.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure the breach within 30 days after receiving written notice; or (b) becomes subject to bankruptcy, insolvency, or similar proceedings.

9.4 Effects of Termination

Upon termination:

• Your right to access and use the Services will cease immediately.
• You must remove the SDK from your application(s) within 30 days.
• We will make your Customer Data available for export for 30 days following termination. After that period, we will delete your Customer Data in accordance with our data retention practices, except where retention is required by law.
• All accrued payment obligations survive termination.
• Sections 3.1, 6, 8, 10, 11, 12, and 14 survive termination.

10. Warranties and Disclaimers

10.1 Our Warranty

We warrant that: (a) the Services will perform materially in accordance with our published documentation during the Subscription Term; and (b) we will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

10.2 AI Disclaimer

The AI Agent generates responses based on its training data, your knowledge base content, and observed behavioral patterns. While we strive for accuracy, AI-generated content may occasionally be inaccurate, incomplete, or inappropriate. You acknowledge that:

• The AI Agent is not a substitute for professional human judgment and should not be solely relied upon for decisions with significant consequences.
• You are responsible for reviewing and configuring the AI Agent’s knowledge base and escalation rules to ensure appropriate behavior for your use case.
• We are not liable for actions taken by End Users based on AI-generated responses.

10.3 General Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 10.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HALO AI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO HALO AI DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations apply regardless of whether the limited remedies fail of their essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, our liability is limited to the greatest extent permitted by law.

12. Indemnification

12.1 Your Indemnification

You will indemnify, defend, and hold harmless Halo AI and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) Customer Data or your knowledge base content; (c) your violation of any law or third-party rights; or (d) your failure to obtain required consents from End Users.

12.2 Our Indemnification

We will indemnify, defend, and hold harmless you from and against any third-party claims that the Services (as provided by us and used in accordance with these Terms) infringe a third party’s intellectual property rights. If the Services become, or in our opinion are likely to become, the subject of an infringement claim, we may, at our option: (a) obtain the right for you to continue using the Services; (b) modify the Services to be non-infringing; or (c) terminate the affected subscription and refund prepaid fees for the unused portion of the Subscription Term.

13. Availability and Support

We use commercially reasonable efforts to maintain the availability of the Services. However, the Services may be temporarily unavailable due to scheduled maintenance, emergency maintenance, or factors beyond our control. We will provide reasonable advance notice of scheduled maintenance when feasible.

Support is available via email at support@haloagents.ai. Response times and support levels may vary based on your subscription plan.

14. General Provisions

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. Any disputes arising under these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in Bucks County, Pennsylvania.

14.2 Dispute Resolution

Before initiating any legal proceeding, both parties agree to first attempt to resolve the dispute informally by contacting the other party and negotiating in good faith for at least 30 days. If the dispute cannot be resolved informally, either party may proceed with litigation.

14.3 Entire Agreement

These Terms, together with our Privacy Policy and any order forms or addenda signed between the parties, constitute the entire agreement between you and Halo AI and supersede all prior or contemporaneous agreements, proposals, or representations, whether written or oral.

14.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

14.5 Waiver

The failure of either party to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party.

14.6 Assignment

You may not assign or transfer these Terms, or any rights or obligations under them, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this section is void.

14.7 Force Majeure

Neither party will be liable for any failure or delay in performing its obligations where such failure or delay results from causes beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, power failures, internet or telecommunications failures, or third-party service outages.

14.8 Notices

All notices under these Terms must be in writing. Notices to you will be sent to the email address associated with your account. Notices to us must be sent to:

14.9 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Halo AI.

14.10 Export Compliance

You will comply with all applicable export control and sanctions laws and regulations in connection with your use of the Services. You represent that you are not located in, and will not provide access to the Services from, any country subject to U.S. economic sanctions.

15. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or by posting a notice on the Services at least 30 days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Services and may terminate your subscription in accordance with Section 9.2.

16. Contact Us

If you have questions about these Terms, please contact us: