Terms of Service — Vocaryx

Effective date: 2026-05-11 Last updated: 2026-05-11

These Terms of Service (“Terms”) form a binding agreement between Zephryx LLC, an Oklahoma limited liability company doing business as Vocaryx (“Vocaryx,” “we,” “us”), and you, the business or individual subscribing to Vocaryx (“you,” “Customer”). By signing the order form referencing these Terms or by using Vocaryx, you accept these Terms.

1. The service

Vocaryx is an AI-powered voice and chat receptionist for service businesses. It includes:

• A dedicated phone number that handles inbound calls 24/7
• An optional embeddable chat widget for your website
• AI agent that answers calls, books appointments to your Google Calendar, and routes calls to a human when appropriate
• Email and SMS confirmations and reminders to your customers
• An admin interface for the platform operator

What Vocaryx is NOT:

• A licensed medical, legal, or financial advice service
• A substitute for human staff for complex or sensitive situations
• A guaranteed-uptime communications channel (see SLA, separately)

A complete list of capabilities and limitations is provided in your CAPABILITIES_TEMPLATE.md document, which you sign during onboarding and which forms part of this agreement by reference.

2. Your account and your data

Account access

You are responsible for keeping your administrative credentials secure. You agree not to share your admin login with anyone outside your organization. You will notify us within 24 hours of any suspected unauthorized access.

Customer data ownership

You own your customer data. This includes:

• Your customers’ phone numbers, names, and contact information they provide to Vocaryx
• Call transcripts and recordings created by Vocaryx
• Appointments booked through Vocaryx on your calendar
• Any business configuration data you provide

We have a license to use this data only as necessary to provide the service to you (operating the AI, sending notifications, generating call logs, and improving the service for you), to comply with the law, or with your explicit instruction. We do not sell your customer data, ever.

Calendar + tools you authorize

By integrating Google Calendar (or any third-party tool we connect to on your instruction), you authorize Vocaryx to access and modify the data in those tools as necessary to perform appointment booking, rescheduling, and cancellation. You may revoke this authorization at any time by removing the service account’s access; Vocaryx’s calendar features will stop working at that point.

3. Acceptable use

You agree NOT to use Vocaryx to:

• Make outbound robocalls or any unsolicited mass-call campaign
• Collect data from callers in violation of applicable privacy laws (CCPA, GDPR, TCPA, etc.)
• Configure the agent to provide medical, legal, or financial advice that requires a licensed professional
• Configure the agent to deny callers their right to speak to a human when explicitly requested
• Reverse engineer, decompile, or attempt to extract the source code of Vocaryx
• Resell or sublicense Vocaryx without a separate written agreement with us
• Use Vocaryx in any manner that violates applicable law in any jurisdiction where your callers may be located

We reserve the right to suspend service immediately if we have reasonable cause to believe you are violating this section. We will provide written notice of the violation and a 7-day cure period when feasible, but immediate suspension may apply for severe or ongoing violations.

4. Recording and call disclosures

Vocaryx transcribes every inbound call to provide its service. You acknowledge that:

• Some US states require two-party consent for call recording (currently: California, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania, Washington). It is your responsibility to ensure your incoming greeting (which we configure together during onboarding) provides any required disclosure.
• We provide a default disclosure greeting for two-party-consent states. You may not remove this greeting without written agreement and your own legal review.
• For callers in jurisdictions with stricter laws (EU GDPR, UK DPA, etc.), additional disclosure or consent obligations apply that may not be covered by Vocaryx’s default configuration.

5. Pricing and payment

• Subscription fees are billed [monthly/annually] in advance.
• All fees are stated in US dollars and exclude any applicable taxes, which you are responsible for.
• Per-call costs (Twilio carrier fees, voice minutes, AI inference) are either included in your subscription or billed separately as detailed in your order form.
• Late payments accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is lower.
• We may suspend the service for accounts more than 30 days past due. We will provide email notice before suspending.
• All fees are non-refundable except where this agreement explicitly says otherwise.

6. Service level

We provide service-level commitments in a separate Service Level Agreement (SLA), incorporated by reference. In short: we target 99% monthly uptime and offer service credits for missed targets. See SLA.md for definitions, exclusions, and the credit calculation.

7. Term, termination, and offboarding

Term

These Terms remain in effect for as long as you have an active Vocaryx subscription.

Termination by you

You may cancel your subscription at any time by giving 30 days’ written notice. Cancellation takes effect at the end of your current billing period.

Termination by us

We may terminate your subscription with 30 days’ notice for any reason, or immediately for material breach (failure to pay, violation of section 3, etc.).

Effect of termination — your data

Within 30 days of termination, we will:

• Provide a one-time export of your customer data on request (call logs, transcripts, appointment records)
• Disable the AI agent and stop new bookings
• Retain your data in cold storage for an additional 60 days in case you change your mind
• After 90 days post-termination, permanently delete your data from our systems and all sub-processors where deletion is technically possible
• Release your dedicated Twilio phone number back to the carrier (you cannot port it elsewhere unless we agree)

The complete offboarding workflow is documented in docs/operations/CLIENT_OFFBOARDING.md.

8. Limitations of liability

To the maximum extent permitted by law:

• Cap. Our aggregate liability under these Terms is limited to the amount you paid us in the 12 months preceding the claim.
• Excluded damages. Neither party is liable for consequential, incidental, special, or punitive damages, even if advised of the possibility.
• No warranty. Vocaryx is provided “as is.” We do not warrant that the service will be error-free, uninterrupted, or that AI responses will be accurate in every case. The AI is a tool; it makes mistakes.
• Carve-outs. The cap and exclusions above do not apply to: your obligation to pay fees, breaches of confidentiality, gross negligence, willful misconduct, or indemnification obligations under section 9.

9. Indemnification

You will defend and indemnify us against third-party claims arising from:

• Your use of Vocaryx in violation of these Terms or applicable law
• Your customer-facing communications, business practices, or services rendered to your customers (Vocaryx is a tool — what you do with it is on you)
• Any inaccurate or unlawful information you provide for the agent to communicate (e.g., misrepresenting prices, services, or qualifications)

We will defend and indemnify you against third-party claims that Vocaryx infringes a US patent, trademark, or copyright, subject to the cap in section 8.

10. Confidentiality

Each party agrees to keep the other’s confidential information confidential. “Confidential information” means non-public business and technical information disclosed in connection with this agreement. Standard exclusions apply (publicly known, independently developed, lawfully received from a third party).

11. Modifications

We may update these Terms from time to time. For material changes, we will notify you at least 30 days before the change takes effect. If you don’t agree, you may terminate per section 7.

12. General

• Governing law: Oklahoma, without regard to conflict-of-laws principles.

• Dispute resolution. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved through good-faith negotiation between the parties within thirty (30) days of written notice will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be held in Oklahoma City, Oklahoma, before a single arbitrator. The arbitrator’s decision is final, binding, and enforceable in any court of competent jurisdiction.

  Class-action waiver. To the maximum extent permitted by law, each party waives any right to participate in a class, consolidated, or representative action against the other. Disputes will be resolved on an individual basis only. If this class-action waiver is held unenforceable, the entire arbitration clause in this section is null and void; the parties will then resolve disputes in the state or federal courts of Oklahoma County, Oklahoma, and each consents to the personal jurisdiction of those courts.

  Carve-outs from arbitration. Either party may bring an action in court for (a) injunctive or other equitable relief to protect intellectual property or confidential information, (b) collection of fees due and undisputed, or (c) small-claims-court matters within that court’s jurisdictional limits.

• Entire agreement: These Terms (plus your order form, signed CAPABILITIES_TEMPLATE.md, and the referenced SLA, Data Processing Addendum, and Privacy Policy) form the entire agreement between us.

• No assignment without consent: You may not assign this agreement without our written consent, except in connection with a merger or sale of substantially all of your assets.

• Severability: If any provision is held unenforceable, the rest of these Terms remain in effect.

• Notices: Notices to us go to legal@vocaryx.com. Notices to you go to the email address on your account.

13. Contact

Questions about these Terms? Email legal@vocaryx.com.

By signing the order form referencing these Terms, or by using Vocaryx, you acknowledge that you have read, understood, and agreed to these Terms.

Customer signature: _______________________ Customer name (printed): _______________________ Title: _______________________ Date: _______________________

Zephryx LLC authorized signatory: _______________________ Date: _______________________