Moja AI, Inc. - Terms of Service

Effective Date: January 1, 2025 (Note: This date will update when revisions are posted)

PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

This Terms of Service agreement ("Agreement") is a legal agreement between Moja AI, Inc., a Delaware corporation ("Moja AI," "we," "us," or "our"), and the entity or individual agreeing to these terms ("Customer," "you," or "your"). This Agreement governs your access to and use of the Moja AI call tracking and management platform, including associated software, AI services, features, websites (www.mojaai.com, www.moja-ai.com), and related services (collectively, the "Service").

By clicking "I Agree," creating an account, placing an order, or accessing or using the Service, you agree to be bound by this Agreement and our Privacy Policy [https://mojaai.com/termsofservice] which is incorporated herein by reference. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms, in which case "Customer," "you," or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms, you must not accept this Agreement and may not use the Service.  

1. Definitions

• "AI Services" means features within the Service that utilize artificial intelligence or machine learning for call analysis, transcription, qualification, or other purposes.
• "Customer Data" means any data, information, content, or materials submitted by you or your authorized users to the Service, including call recordings, caller information, campaign data, and any data generated through your use of the Service.
• "Documentation" means any manuals, documentation, and other supporting materials related to the Service provided or made available by Moja AI to you.
• "Fees" means the subscription fees for base plans, usage fees for call minutes and AI Services, phone number fees, and any other charges applicable to your use of the Service, as detailed on our pricing page or your Order Form.
• "Order Form" means any ordering document or online sign-up or subscription flow that specifies the Service subscription purchased, including pricing, subscription term, and other commercial terms, and incorporates this Agreement by reference.
• "Service" has the meaning assigned in the preamble.
• "Usage Fees" means fees charged based on your consumption of specific Service components, such as call duration minutes and AI Service usage.

2. The Service

• 2.1 Provision of Service: Subject to your compliance with this Agreement and payment of applicable Fees, Moja AI will provide you with access to and use of the Service as described herein and in any applicable Order Form.
• 2.2 License Grant: Moja AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, worldwide right during the Subscription Term to access and use the Service solely for your internal business purposes related to tracking, managing, and analyzing your inbound call marketing campaigns, in accordance with this Agreement and the Documentation.
• 2.3 Restrictions: You agree not to (and not to permit any third party to): (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Service available to any third party, other than authorized users in furtherance of your internal business purposes; (b) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service; (d) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service; (e) use the Service to store or transmit malicious code; (f) use the Service in violation of applicable laws, regulations (including consumer protection laws like TCPA, GDPR, CCPA), or third-party rights; (g) use the Service for any purpose other than its intended use case of tracking and managing inbound call marketing campaigns; or (h) remove or obscure any proprietary notices or labels on the Service.   
  

3. Account Registration and Security

• 3.1 Registration: To use the Service, you must register for an account via our website or with the assistance of a Moja AI employee or authorized representative, providing accurate and complete information, including billing details processed through our third-party payment processor.
• 3.2 Security: You are responsible for maintaining the confidentiality of your account login information (usernames and passwords) and for all activities that occur under your account. You agree to notify Moja AI immediately of any unauthorized use of your account or any other breach of security. Moja AI will not be liable for any loss or damage arising from your failure to comply with this section. 
  

4. Fees and Payment

• 4.1 Fees: You agree to pay all Fees specified in your selected subscription plan and any applicable Order Form. Fees include: (a) recurring monthly or annual base subscription fees; (b) monthly fees for allocated phone numbers; and (c) Usage Fees for call minutes, recordings and AI Services consumed.
• 4.2 Billing: Base subscription fees are billed in advance, either monthly or annually as selected. Phone number fees are billed monthly in advance. Usage Fees are calculated based on consumption and billed weekly in arrears. All payments are due upon receipt of invoice or automatically charged to the payment method on file.
• 4.3 Payment Method: You authorize Moja AI (or its third-party payment processor) to charge your provided payment method for all applicable Fees. You are responsible for providing complete and accurate billing and contact information and updating it as necessary.
• 4.4 Late Payments: Overdue Fees may accrue late interest at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower. Moja AI may suspend or terminate your access to the Service if Fees remain unpaid after the due date.
• 4.5 Price Changes: Moja AI reserves the right to change the Fees upon thirty (30) days' notice to you (which may be sent by email or posted within the Service). Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.
• 4.6 No Refunds: Except as expressly provided herein or required by law, all Fees are non-refundable. Fees for consumed services (Usage Fees) are non-refundable. Prorated refunds for prepaid annual base fees upon termination may be considered at Moja AI's discretion unless otherwise specified in a separate agreement.
• 4.7 Taxes: Fees are exclusive of any taxes, levies, duties, or similar governmental assessments (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder, excluding taxes based on Moja AI's net income.

5. Customer Data and Privacy

• 5.1 Data Ownership: As between you and Moja AI, you retain all ownership rights in and to your Customer Data. You grant Moja AI a worldwide, non-exclusive, royalty-free license to use, process, reproduce, display, and transmit Customer Data as necessary to provide, maintain, and improve the Service, including for analytics and service enhancement purposes, and as permitted by law.
• 5.2 Data Usage: Moja AI will use Customer Data solely: (a) to provide and improve the Service; (b) to prevent or address service or technical problems; (c) as compelled by law; or (d) as expressly permitted in writing by you. Moja AI may collect and use aggregated, anonymized data derived from Customer Data and Service usage for analytics, benchmarking, and product improvement, provided such data does not identify you or any individual. Moja AI will not sell Customer Data to third parties.
• 5.3 Privacy: Moja AI's collection and use of personal information are governed by the Moja AI Privacy Policy [https://mojaai.com/termsofservice]. You agree to comply with all applicable data privacy laws and regulations regarding your collection and use of information obtained through the Service.
• 5.4 Security: Moja AI will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Moja AI commits to maintaining security standards commensurate with SOC 2 compliance requirements and other relevant industry standards.
• 5.5 Data Handling Upon Termination: Upon termination or expiration of this Agreement, Moja AI will handle Customer Data according to general best practices, which may include providing you an opportunity to retrieve your data and subsequent secure deletion. Specific procedures may be detailed in the Privacy Policy or separate agreements. 
  

6. Intellectual Property

• 6.1 Moja AI IP: Moja AI owns and retains all right, title, and interest, including all intellectual property rights, in and to the Service, the underlying software, technology, Documentation, Moja AI trademarks, and any aggregated/anonymized data derived from the Service. No rights are granted to you hereunder other than as expressly set forth herein.
• 6.2 Feedback: If you provide any suggestions, feedback, or recommendations regarding the Service ("Feedback"), Moja AI is free to use and incorporate such Feedback into the Service or other offerings without any obligation or compensation to you.

7. Confidentiality

• 7.1 Definition: "Confidential Information" means all information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether orally or in writing, designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Your Confidential Information includes Customer Data; Moja AI Confidential Information includes the Service, its underlying technology, pricing, and performance information. Confidential Information excludes information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
• 7.2 Obligations: The Receiving Party will use the same degree of care it uses to protect its own confidential information (but not less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party except as reasonably necessary to perform its obligations or exercise its rights under this Agreement or as otherwise authorized by the Disclosing Party in writing.
• 7.3 Compelled Disclosure: The Receiving Party may disclose Confidential Information if required by law, provided it gives the Disclosing Party prior notice (if legally permitted) and reasonable assistance, at the Disclosing Party's cost, to contest the disclosure. 
  

8. Warranties and Disclaimers

• 8.1 Mutual Warranties: Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
• 8.2 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND. MOJA AI AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MOJA AI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. YOU ACKNOWLEDGE THAT MOJA AI DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH FACILITIES. MOJA AI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. MOJA AI MAKES NO WARRANTIES REGARDING ANY THIRD-PARTY SERVICES OR SOFTWARE. NO SERVICE LEVEL AGREEMENTS (SLAS) ARE PROVIDED UNLESS EXPLICITLY AGREED IN A SEPARATE WRITTEN AGREEMENT.

9. Indemnification

• 9.1 By Moja AI: Moja AI will defend you against any third-party claim, suit, or proceeding alleging that your permitted use of the Service directly infringes a third party's valid U.S. patent or copyright ("IP Claim"), and will indemnify you for damages and costs finally awarded against you or agreed in settlement by Moja AI, provided that you: (a) promptly notify Moja AI in writing of the IP Claim; (b) grant Moja AI sole control of the defense and settlement; and (c) provide reasonable assistance at Moja AI's expense. Moja AI will have no liability for IP Claims arising from: (i) use of the Service in combination with non-Moja AI technology; (ii) Customer Data; or (iii) your breach of this Agreement. This section states Moja AI's entire liability for IP Claims.
• 9.2 By Customer: You will defend Moja AI, its officers, directors, employees, and agents against any third-party claim, suit, or proceeding arising from or related to: (a) your Customer Data (including its legality and infringement of third-party rights); (b) your use of the Service in violation of this Agreement, applicable law, or Documentation; or (c) any activity under your account ("Customer Claim"), and will indemnify Moja AI for damages and costs finally awarded against Moja AI or agreed in settlement by you. Moja AI will: (i) promptly notify you in writing of the Customer Claim; (ii) grant you sole control of the defense and settlement (provided you may not settle any claim admitting liability for Moja AI without prior written consent); and (iii) provide reasonable assistance at your expense.
  

10. Limitation of Liability

• 10.1 Exclusion of Damages: IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE.
• 10.2 Liability Cap: EXCEPT FOR YOUR LIABILITY ARISING FROM YOUR INDEMNIFICATION OBLIGATIONS (SECTION 9.2) OR YOUR BREACH OF SECTION 2.3 (RESTRICTIONS) OR SECTION 7 (CONFIDENTIALITY), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO MOJA AI UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• 10.3 Exclusions: The limitations in this Section 10 shall not apply to liability resulting from a party's gross negligence, willful misconduct, or fraud, or to breaches of confidentiality obligations that result in unauthorized disclosure of personal data. 
  

11. Term and Termination

• 11.1 Term: This Agreement commences on the date you first accept it and continues until your subscription expires or is terminated (the "Term"). Unless otherwise specified in an Order Form, subscriptions are typically month-to-month unless an annual plan is selected and will automatically renew for successive monthly periods unless canceled by you prior to the renewal date through your account settings or by written notice to Moja AI.
• 11.2 Termination for Cause: Either party may terminate this Agreement for cause: (a) upon 30 days' written notice of a material breach if such breach remains uncured at the expiration of such period; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Moja AI may also terminate this Agreement immediately upon notice if you violate Section 2.3 (Restrictions) or applicable laws.
• 11.3 Termination for Convenience: You may terminate your month-to-month subscription at any time by canceling through your account interface, effective at the end of the current billing cycle.
• 11.4 Effect of Termination: Upon termination or expiration: (a) all rights granted to you under this Agreement will immediately cease; (b) you must cease all use of the Service; (c) you must pay any unpaid Fees accrued prior to termination; (d) Moja AI will handle Customer Data as described in Section 5.5. Sections 1, 4 (unpaid fees), 5.1, 5.2, 6, 7, 8.2, 9, 10, 11.4, 12, and 13 will survive termination.
• 11.5 Custom Agreements: If you have entered into a separate written agreement with Moja AI (e.g., an Enterprise agreement with a specific term or provisions), the terms of that agreement will supersede any conflicting terms in this Agreement.

12. Governing Law and Dispute Resolution

• 12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles.
• 12.2 Jurisdiction: The parties agree that the exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be the state and federal courts located in Charlotte, Mecklenburg County, North Carolina. Each party irrevocably consents to the personal jurisdiction of such courts.
• 12.3 Dispute Resolution: Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be mutually agreed upon from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. 
  

13. Miscellaneous

• 13.1 Entire Agreement: This Agreement, including the Privacy Policy and any applicable Order Forms, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements and understandings.
• 13.2 Modifications: Moja AI may modify this Agreement from time to time by posting the revised version on its website or within the Service. The revised version will be effective as of the "Effective Date" posted at the top. Your continued use of the Service after the effective date constitutes your acceptance of the revised Agreement. Except for changes made by Moja AI as described here, no other amendment requires a writing signed by both parties. Moja AI will provide notice of material changes if required by law.
• 13.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• 13.4 Waiver: No waiver of any breach of this Agreement will constitute a waiver of any other breach.
• 13.5 Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Moja AI may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
• 13.6 Notices: All notices under this Agreement must be in writing. Notices to Moja AI should be sent to [email protected] or to its registered corporate address 16928 Lancaster Highway, Ste 109, Charlotte, NC 28277. Notices to you may be sent to the email address associated with your account or posted within the Service.
• 13.7 Force Majeure: Neither party will be liable for any delay or failure to perform its obligations hereunder (except for payment obligations) due to causes beyond its reasonable control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.