Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Altius ("Company," "we," "us," or "our") governing your access to and use of the Charlie service ("Service," "Platform," or "Charlie"), including our website, mobile applications, AI voice assistant, and all related services.

BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, you may not access or use the Service. We reserve the right to modify these Terms at any time, and your continued use of the Service following any changes constitutes acceptance of the modified Terms.

2. Eligibility and Account Requirements

2.1 Age Requirements

You must meet the following criteria to use the Service:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using the Service under applicable law
• Not have been previously suspended or banned from the Service

2.2 Business Use

The Service is designed for business and professional use. By creating an account, you represent and warrant that:

• You are authorized to bind the business or entity on whose behalf you are using the Service
• All information provided during registration is accurate, current, and complete
• You will maintain and promptly update your account information to keep it accurate and current
• You are responsible for maintaining the confidentiality of your account credentials

2.3 Account Security

You are solely responsible for:

• Maintaining the security of your account password and credentials
• All activities that occur under your account, whether authorized or not
• Immediately notifying us of any unauthorized access or security breach
• Ensuring that your account information remains accurate and up-to-date

We are not liable for any loss or damage arising from your failure to secure your account credentials.

3. Acceptable Use Policy

3.1 Permitted Use

You may use the Service only for lawful business purposes, including:

• Managing business phone calls and customer communications
• Scheduling and managing appointments
• Providing automated customer service responses
• Collecting and managing customer information in compliance with applicable laws

3.2 Prohibited Activities

You agree NOT to use the Service for any of the following purposes:

• Illegal Activities: Any purpose that violates federal, state, local, or international law
• Harassment or Abuse: Harassing, threatening, stalking, or abusing any person
• Spam or Unsolicited Communications: Sending unsolicited marketing, telemarketing, or robocalls in violation of applicable laws (including TCPA, CAN-SPAM, or similar regulations)
• Fraudulent Activities: Impersonating any person or entity, misrepresenting your affiliation, or engaging in fraud
• Malicious Use: Distributing viruses, malware, or other harmful code
• Unauthorized Access: Attempting to gain unauthorized access to the Service, other user accounts, or our systems
• Reverse Engineering: Reverse engineering, decompiling, or attempting to extract source code from the Service
• Competitive Intelligence: Using the Service to develop competing products or services
• Excessive Usage: Using the Service in a manner that creates excessive load on our infrastructure or interferes with other users
• Data Scraping: Using automated tools to scrape, harvest, or collect data from the Service
• Reselling: Reselling, sublicensing, or redistributing the Service without our written permission
• Violation of Rights: Infringing upon intellectual property rights, privacy rights, or other rights of third parties

3.3 Compliance with Laws

You are solely responsible for ensuring compliance with all applicable laws, including but not limited to:

• Telephone Consumer Protection Act (TCPA) and similar telemarketing regulations
• CAN-SPAM Act and anti-spam regulations
• General Data Protection Regulation (GDPR) if serving European customers
• California Consumer Privacy Act (CCPA) if serving California residents
• Health Insurance Portability and Accountability Act (HIPAA) if handling protected health information
• Industry-specific regulations applicable to your business

CHARLIE IS NOT A HIPAA-COMPLIANT SERVICE. DO NOT USE THE SERVICE TO PROCESS PROTECTED HEALTH INFORMATION (PHI).

3.4 Enforcement

We reserve the right to investigate and take appropriate action against users who violate these Terms, including:

• Immediate termination or suspension of your account without notice or refund
• Removing or disabling access to prohibited content
• Reporting violations to law enforcement authorities
• Taking legal action to recover damages and costs

4. Service Features and Limitations

4.1 AI Voice Assistant

Our AI voice assistant provides automated call handling features. You acknowledge and agree that:

• The AI assistant is an automated system and may not always provide perfect responses
• You are responsible for configuring the assistant with accurate business information
• The assistant's responses are based on information you provide and may not be suitable for all situations
• We do not guarantee that the assistant will handle all calls perfectly or as intended
• You are responsible for reviewing call transcripts and taking appropriate follow-up action

4.2 Calendar Integration

When connecting third-party calendar services (Google Calendar, Calendly):

• You grant us permission to access and modify your calendar data as necessary to provide the Service
• You are responsible for ensuring calendar data is accurate and up-to-date
• We are not liable for scheduling conflicts, missed appointments, or calendar synchronization issues
• You must comply with third-party service terms (Google, Calendly, etc.)

4.3 Usage Limits

Your subscription plan includes specific usage limits:

• Call Minutes: Limited to your plan's allocated minutes per billing period
• Phone Numbers: Limited to the number allowed under your plan
• Storage: Call recordings and transcripts are subject to storage limits
• API Rate Limits: We may impose rate limits to prevent abuse

Exceeding usage limits may result in additional charges, service interruption, or account suspension. We reserve the right to modify usage limits with reasonable notice.

4.4 Service Availability

We strive to provide reliable service but do not guarantee 100% uptime. The Service may be temporarily unavailable due to:

• Scheduled maintenance (with advance notice when possible)
• Emergency maintenance or security updates
• Third-party service outages (Vapi.ai, Google, Calendly, etc.)
• Network or infrastructure issues beyond our control
• Force majeure events

WE ARE NOT LIABLE FOR ANY LOSS, DAMAGE, OR INCONVENIENCE RESULTING FROM SERVICE INTERRUPTIONS.

5. Billing, Payments, and Subscriptions

5.1 Subscription Plans

We offer various subscription plans with different features and pricing:

• Monthly subscription plans billed in advance
• Annual plans may be offered at discounted rates
• Free trial periods may be offered at our discretion
• Plan features, pricing, and availability are subject to change with 30 days notice

5.2 Payment Terms

By subscribing, you agree to the following payment terms:

• Automatic Renewal: Subscriptions automatically renew at the end of each billing period unless cancelled
• Payment Authorization: You authorize us to charge your payment method for all applicable fees
• Payment Method: You must provide a valid payment method and keep it current
• Failed Payments: Failed payments may result in immediate service suspension
• Billing Disputes: You must notify us of billing disputes within 30 days of the charge

5.3 Fees and Charges

You are responsible for all fees associated with your account:

• Subscription Fees: Monthly or annual subscription charges based on your selected plan
• Overage Fees: Additional charges for usage exceeding plan limits
• Phone Number Fees: Charges for additional phone numbers or premium numbers
• Taxes: Applicable sales tax, VAT, or other government-imposed taxes
• Late Fees: We reserve the right to charge late fees on overdue payments

All fees are non-refundable unless explicitly stated otherwise or required by law.

5.4 Price Changes

We reserve the right to modify pricing with 30 days advance notice. Price changes will:

• Apply to new subscriptions immediately
• Apply to existing subscriptions at the next renewal after the notice period
• Be communicated via email to your registered email address

Continued use of the Service after a price change constitutes acceptance of the new pricing.

5.5 Refund Policy

NO REFUNDS: All subscription fees and charges are final and non-refundable, except:

• As required by applicable law
• At our sole discretion on a case-by-case basis
• For charges resulting from our billing error

Cancelling your subscription does not entitle you to a refund of any fees already paid.

5.6 Free Trials

If you sign up for a free trial:

• Trial periods are typically 7 days unless otherwise specified
• You must provide a valid payment method to start a trial
• Your payment method will be charged automatically at the end of the trial unless you cancel
• Free trials are limited to one per user/business
• We reserve the right to deny free trials at our discretion
• Trial usage is subject to all terms and conditions

5.7 Cancellation

You may cancel your subscription at any time:

• Cancellations can be initiated through your account dashboard
• Cancellation takes effect at the end of the current billing period
• You retain access to the Service until the end of the paid period
• No refunds will be provided for unused time in the current billing period
• After cancellation, your data may be deleted according to our retention policy

6. Intellectual Property Rights

6.1 Our Intellectual Property

The Service, including all content, features, functionality, software, code, designs, text, graphics, logos, and trademarks, is owned by Altius and protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

You agree that you will not:

• Copy, modify, distribute, sell, or lease any part of the Service
• Reverse engineer or attempt to extract source code from the Service
• Use our trademarks, logos, or branding without written permission
• Remove or alter any copyright, trademark, or proprietary notices
• Create derivative works based on the Service

6.2 Your Content and Data

You retain all ownership rights to content and data you upload to the Service ("Your Content"), including:

• Business information and knowledge base documents
• Customer data collected through the Service
• Call recordings and transcripts
• Configuration settings and preferences

However, by uploading Your Content, you grant us a worldwide, non-exclusive, royalty-free license to:

• Store, process, and transmit Your Content to provide the Service
• Use Your Content to train and improve our AI models (in anonymized, aggregated form only)
• Display Your Content within the Service dashboard and reports
• Create backups and copies for disaster recovery

6.3 Content Responsibility

You represent and warrant that:

• You own or have the right to use all content you upload
• Your Content does not infringe any third-party intellectual property rights
• Your Content does not violate any applicable laws or regulations
• Your Content is accurate and not misleading

You are solely responsible for Your Content and any consequences arising from its use.

6.4 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about the Service, you grant us an unlimited, perpetual, irrevocable, royalty-free license to use such feedback without any obligation to compensate you.

7. Privacy and Data Protection

7.1 Privacy Policy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our collection, use, and disclosure of your information as described in the Privacy Policy.

7.2 Your Privacy Obligations

When collecting customer data through the Service, you agree to:

• Comply with all applicable privacy and data protection laws
• Provide appropriate privacy notices to your customers
• Obtain necessary consents for data collection and processing
• Maintain accurate records of consent and data processing activities
• Respond to data subject requests (access, deletion, etc.) in accordance with applicable law
• Implement appropriate security measures to protect customer data

7.3 Call Recording Consent

YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH CALL RECORDING LAWS. Many jurisdictions require consent to record phone calls. You must:

• Determine whether your jurisdiction requires one-party or all-party consent
• Configure the AI assistant to announce call recording if required by law
• Obtain appropriate consent from callers before recording
• Maintain records of consent as required by law

We provide tools to help you comply, but ultimate responsibility for legal compliance rests with you.

7.4 Data Security

While we implement industry-standard security measures, no system is completely secure. You acknowledge that you transmit data to the Service at your own risk and that we cannot guarantee absolute security.

8. Disclaimers and Limitations of Liability

8.1 Service Provided "AS IS"

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. We expressly disclaim all warranties, including but not limited to:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties that the Service will be uninterrupted, error-free, or secure
• Warranties regarding the accuracy, reliability, or completeness of Service results
• Warranties that defects will be corrected
• Warranties regarding third-party services or integrations

8.2 No Professional Advice

The Service does not provide legal, medical, financial, or other professional advice. The AI assistant's responses are automated and should not be relied upon as professional guidance. You should consult qualified professionals for specific advice.

8.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, use, goodwill, or other intangible losses
• Damages resulting from your access to or use of (or inability to access or use) the Service
• Damages resulting from any conduct or content of third parties
• Damages resulting from unauthorized access to your account or data
• Damages resulting from Service interruptions, errors, or security breaches
• Damages resulting from the accuracy or reliability of AI-generated responses
• Damages resulting from missed calls, appointments, or business opportunities

IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER.

8.4 Third-Party Services

We integrate with third-party services (Google Calendar, Calendly, Vapi.ai, Stripe, etc.). We are not responsible for the availability, functionality, accuracy, or reliability of these third-party services. Your use of third-party services is subject to their respective terms and conditions.

8.5 Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

9. Indemnification

You agree to indemnify, defend, and hold harmless Altius, its officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any law, regulation, or third-party right
• Your Content or data uploaded to the Service
• Your collection, use, or disclosure of customer information
• Your failure to obtain necessary consents or provide required notices
• Any claim that Your Content infringes third-party intellectual property rights
• Your business practices or customer interactions
• Any calls made or received through the Service on your behalf

This indemnification obligation survives termination of these Terms and your use of the Service.

10. Termination

10.1 Termination by You

You may terminate your account at any time by:

• Cancelling your subscription through the dashboard
• Contacting us at sarvesh@altius.so

Termination takes effect at the end of your current billing period. You will not receive a refund for any unused portion of your subscription.

10.2 Termination by Us

We reserve the right to suspend or terminate your account immediately, without prior notice or liability, for any reason, including but not limited to:

• Violation of these Terms or our Acceptable Use Policy
• Failure to pay fees when due
• Fraudulent, abusive, or illegal activity
• Threatening or harassing behavior toward our staff or other users
• Excessive usage that impacts Service performance
• Request by law enforcement or government authority
• Discontinuation of the Service (with 30 days notice when reasonably possible)

10.3 Effect of Termination

Upon termination:

• Your right to access and use the Service immediately ceases
• All licenses granted to you under these Terms terminate
• You remain liable for all fees and charges incurred prior to termination
• We may delete your account data according to our retention policy
• Provisions of these Terms that by their nature should survive termination will survive (including payment obligations, disclaimers, limitations of liability, and indemnification)

10.4 Data Export

You may request export of your data before termination. After termination, we are not obligated to maintain or provide access to your data. We recommend exporting important data before cancelling your account.

11. Dispute Resolution and Arbitration

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, United States, without regard to its conflict of law provisions.

11.2 Informal Resolution

Before filing a claim, you agree to contact us at sarvesh@altius.so and attempt to resolve the dispute informally. We will attempt to resolve disputes within 60 days of receiving notice.

11.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Arbitration terms:

• The arbitration shall be conducted in Wake County, North Carolina, or remotely via videoconference
• The arbitrator's decision shall be final and binding
• Judgment on the award may be entered in any court of competent jurisdiction
• Each party shall bear its own costs and attorneys' fees unless otherwise awarded by the arbitrator

11.4 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN YOU AND ALTIUS INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY LAW, YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION.

11.5 Exceptions to Arbitration

Either party may seek equitable relief in court for:

• Intellectual property infringement
• Unauthorized access to the Service or systems
• Violation of the Acceptable Use Policy

12. General Provisions

12.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Altius regarding the Service and supersede all prior agreements and understandings.

12.2 Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms with a new "Last Updated" date
• Sending an email notification to your registered email address
• Displaying a notice in the dashboard

Your continued use of the Service after changes constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Service and cancel your account.

12.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

12.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative.

12.5 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

12.6 No Agency

No agency, partnership, joint venture, or employment relationship is created between you and Altius as a result of these Terms or your use of the Service.

12.7 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly stated.

12.8 Export Compliance

You agree to comply with all applicable export and import laws and regulations. You represent that you are not located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country.

12.9 U.S. Government Users

If you are a U.S. government entity, the Service is a "Commercial Item" as defined in 48 C.F.R. §2.101, and use is governed by these Terms.

12.10 Contact Information

For questions about these Terms, please contact us:

• Email: sarvesh@altius.so
• Website: www.charlie.so
• Company: Altius
• Location: Apex, North Carolina, United States