Terms of Service

For purposes of these Terms:

1.1 "Service" means the YuhChat platform and related services provided by Axespire, including, as applicable: AI-powered voice assistants; inbound and outbound telephone communications; telephone-number provisioning; call routing and transfers; appointment scheduling; message taking; customer or caller information collection; call summaries and transcripts; voice processing; automated notifications; integrations; dashboards and administrative tools; APIs and related functionality; and other features made available by Axespire from time to time.

1.2 "Customer Data" means information, content, personal data, recordings, transcripts, telephone numbers, messages, configurations, instructions, knowledge-base content, and other information submitted to or processed through the Service by or on behalf of Customer or its End Users.

1.3 "End User" means any individual who communicates with Customer through the Service, including callers, customers, clients, patients, employees, prospects, or other persons interacting with a Customer's YuhChat assistant.

1.4 "Customer Configuration" means information and instructions supplied or configured by Customer, including business information, operating hours, FAQs, scripts, prompts, appointment rules, escalation rules, transfer destinations, knowledge-base information, and automated workflows.

1.5 "Usage" means the units of Service consumption measured according to the applicable subscription plan, including, where applicable, telephone minutes, messages, calls, or other metered services.

1.6 "Subscription" means the paid or promotional plan selected by Customer for access to the Service.

YuhChat is an AI-powered communication platform designed to help individuals, professionals, businesses, and organizations manage communications and interactions.

Depending on the Subscription selected, YuhChat may answer calls, place calls, communicate with End Users, collect information, schedule appointments, transfer calls, send notifications, generate summaries or transcripts, and perform other automated actions.

YuhChat is a technology platform. It does not independently guarantee the accuracy, legality, suitability, completeness, or appropriateness of information supplied by Customer or generated through the Service.

Certain functionality may depend on telecommunications carriers, cloud infrastructure, artificial intelligence providers, messaging providers, payment processors, scheduling platforms, or other third-party services.

Axespire may change, improve, replace, suspend, or discontinue particular features of the Service from time to time.

You must provide accurate, current, and complete information when creating and maintaining your account.

You are responsible for: maintaining the confidentiality of your login credentials; restricting access to your account; ensuring that authorized users comply with these Terms; reviewing your account and Customer Configuration; maintaining accurate billing information; and notifying Axespire promptly of unauthorized access or suspected security incidents involving your account.

You are responsible for activity conducted through your account, except to the extent caused by Axespire's own failure to maintain appropriate security measures required by applicable law or an applicable agreement.

You may not create an account using false information or impersonate another person or organization.

4.1 Subscription Plans. Subscription plans, pricing, included Usage, overage rates, features, and limitations are described on the applicable YuhChat pricing page, order form, or other commercial agreement. Different plans may have different Usage limits and features.

4.2 Recurring Billing. Unless otherwise stated, paid Subscriptions automatically renew for successive billing periods. By providing a valid payment method, you authorize Axespire or its authorized payment processor to charge: recurring Subscription fees; applicable Usage or overage charges; taxes and government charges; and other amounts properly due under your Subscription.

4.3 Usage and Overage. Where your Subscription includes a Usage allowance, Usage exceeding that allowance may be charged at the applicable rate displayed when you purchase or use the relevant plan. The applicable definition of billable Usage, including how call duration or other units are measured, will be specified in the applicable pricing or plan documentation. You are responsible for monitoring your Usage. Axespire may, but is not obligated to, provide Usage alerts as a courtesy. Failure to receive an alert does not eliminate charges properly incurred under your Subscription.

4.4 Failed Payments. If a payment is declined, reversed, disputed, or otherwise fails, Axespire may: retry the payment; request an alternative payment method; restrict Service functionality; suspend the account; suspend telephone numbers; disable outbound calling; terminate the Subscription; or pursue amounts properly due.

4.5 Refunds. Except where required by applicable law or expressly stated in an applicable commercial offer, Subscription fees and Usage charges are non-refundable. Promotional, discounted, pilot, or introductory offers may have separate refund or cancellation conditions disclosed at the time of purchase.

4.6 Taxes. You are responsible for applicable taxes, duties, levies, telecommunications charges, or governmental fees arising from your use of the Service, except taxes imposed on Axespire's net income.

4.7 Billing Disputes. You should notify Axespire promptly of any good-faith dispute concerning an invoice or charge. Unless prohibited by applicable law, undisputed amounts remain payable while a billing dispute is investigated.

Where YuhChat provides or provisions a telephone number for Customer, Customer acknowledges that telephone numbers are subject to telecommunications regulations, carrier requirements, geographic restrictions, numbering rules, and availability.

A telephone number assigned to Customer does not constitute ownership of that number by Customer unless expressly agreed otherwise in writing.

Axespire may change, replace, suspend, or remove a telephone number where reasonably necessary because of: regulatory requirements; carrier requirements; fraud or abuse; non-payment; technical limitations; number availability; geographic restrictions; legal requirements; or termination of the Service.

Where technically and legally available, Axespire may assist with number portability requests, but does not guarantee that any number can be ported.

Customer is responsible for providing accurate information required for telephone-number provisioning and compliance.

Customer is responsible for its use of the Service and for Customer Configuration.

Customer is responsible for ensuring that information supplied to YuhChat is accurate and current, including: business or professional information; operating hours; prices; service descriptions; employee information; appointment availability; cancellation policies; addresses; contact information; escalation procedures; transfer numbers; emergency instructions; and other information used by the AI assistant.

Customer acknowledges that inaccurate or outdated Customer Configuration may cause inaccurate AI responses or automated actions.

Customer must review and test Customer Configuration before deploying YuhChat to End Users.

Customer is responsible for determining when human review, intervention, or escalation is necessary.

You may not use the Service to:

7.1 Violate any applicable law, regulation, court order, telecommunications requirement, privacy requirement, consumer-protection requirement, or regulatory obligation.

7.2 Conduct fraud, scams, phishing, impersonation, deceptive practices, identity theft, or materially misleading communications.

7.3 Threaten, harass, stalk, abuse, intimidate, or unlawfully discriminate against another person.

7.4 Place unlawful unsolicited, automated, prerecorded, bulk, telemarketing, robocall, or other regulated communications.

7.5 Attempt to bypass usage limits, security controls, authentication mechanisms, billing systems, or other technical safeguards.

7.6 Introduce malware, malicious code, harmful instructions, or other mechanisms intended to disrupt or compromise the Service.

7.7 Access another customer's account, data, telephone number, or information without authorization.

7.8 Resell, sublicense, lease, or commercially redistribute the Service except as expressly authorized by Axespire.

7.9 Configure YuhChat to perform actions that create unreasonable risk of harm to individuals, businesses, systems, or third parties.

7.10 Configure the Service to make high-risk decisions that Customer is legally required to have made or reviewed by an appropriately qualified human.

Axespire may investigate suspected violations and may suspend or terminate access where reasonably necessary to protect the Service, Customer, End Users, third parties, or Axespire.

YuhChat may interact with End Users using artificial intelligence.

Customer must not intentionally configure or use YuhChat to materially deceive End Users about the nature of an AI interaction where disclosure is required by applicable law or reasonably necessary to avoid deception.

Where applicable, Customer is responsible for ensuring that End Users receive appropriate notices concerning: interaction with an AI system; call recording; call monitoring; transcription; automated processing; use of personal information; and other legally required disclosures.

Customer is responsible for determining what disclosures are required based on its jurisdiction, industry, communications practices, and use case.

Axespire may provide technical tools or configurable disclosures to assist Customer but does not guarantee that a particular disclosure satisfies every applicable legal requirement.

Customer acknowledges that laws concerning telephone recording, monitoring, interception, transcription, automated calling, marketing communications, consent, and disclosure may vary depending on the location of Customer; the location of the End User; the type of communication; the purpose of the communication; the industry involved; and the technology used.

Customer is responsible for determining and complying with all applicable requirements.

Where Customer uses recording, transcription, monitoring, or automated calling functionality, Customer represents and warrants that it has an appropriate legal basis and authorization for such use.

Customer must provide legally required notices and obtain legally required consent before or during communications where required.

Customer must not instruct Axespire to process, record, transmit, or retain communications in a manner that violates applicable law.

Axespire may provide configurable tools to support recording notices, AI disclosures, consent mechanisms, or related functionality, but Customer remains responsible for determining whether those tools are sufficient for its particular use case.

Customer is solely responsible for ensuring that outbound calls placed through YuhChat comply with applicable laws and regulations.

Customer must not use YuhChat for unlawful: telemarketing; spam; automated calling; prerecorded calling; debt collection; political calling; deceptive calling; caller-ID manipulation; or other restricted communications.

Customer represents that it has an appropriate legal basis and authorization for outbound communications.

Axespire may impose reasonable call-volume, geographic, destination, spending, or other restrictions to prevent abuse, comply with carrier requirements, or protect the Service.

YUHCHAT IS NOT AN EMERGENCY SERVICE.

Unless expressly stated otherwise in writing by Axespire, YuhChat should not be relied upon to contact or provide access to police, fire, ambulance, emergency medical services, or other emergency-response services.

Customer must not configure YuhChat as a substitute for emergency services.

Where appropriate, Customer should configure YuhChat to instruct End Users experiencing an emergency to contact the relevant emergency service directly.

YuhChat may be used by professionals and organizations operating in regulated industries, subject to applicable law and the limitations of the Service.

However, unless expressly agreed in writing, YuhChat is not itself: a healthcare provider; a medical professional; a lawyer; a law firm; a financial adviser; an insurance provider; an emergency service; or another licensed professional service provider.

YuhChat does not provide medical, legal, financial, insurance, or other professional advice.

Customer remains responsible for professional decisions and for ensuring that its use of YuhChat complies with applicable professional, regulatory, licensing, confidentiality, privacy, and recordkeeping requirements.

Customer must not configure YuhChat to independently make high-risk professional decisions where applicable law requires qualified human judgment.

For healthcare use cases, Customer is responsible for determining whether particular information should be collected through YuhChat and whether human escalation is required.

For legal and professional services, Customer is responsible for determining whether communications are confidential or privileged and whether they may appropriately be processed through the Service.

Axespire's collection and use of personal information in connection with its own operation of the Service is described in the YuhChat Privacy Policy.

Where Customer uses YuhChat to process personal information on behalf of Customer or its organization, Customer generally acts as the controller or equivalent responsible party and Axespire acts as a processor or equivalent service provider, to the extent applicable under law.

Customer remains responsible for: determining the purposes and means of its processing; establishing an appropriate legal basis for processing; providing required privacy notices; responding to End User rights requests where applicable; obtaining required consent; configuring appropriate retention periods; ensuring Customer Configuration is lawful; ensuring Customer has authority to provide Customer Data to Axespire; and complying with applicable data-protection obligations.

Where applicable, the parties' processing relationship will additionally be governed by Axespire's Data Processing Agreement ("DPA").

If there is a conflict between these Terms and a DPA concerning processing of Customer Data, the DPA will control to the extent of that conflict.

As between Customer and Axespire, Customer retains its rights in Customer Data.

Customer grants Axespire a limited, non-exclusive, worldwide license to host, store, reproduce, transmit, process, modify, and otherwise use Customer Data only as reasonably necessary to: provide the Service; perform automated actions requested by Customer; maintain and secure the Service; prevent fraud and abuse; troubleshoot and support the Service; comply with law; enforce these Terms; and perform other activities expressly authorized by Customer or applicable agreement.

Axespire will not sell Customer Data.

Unless expressly agreed otherwise in writing, Axespire will not use identifiable Customer Data or Customer call content to train a general-purpose artificial intelligence model.

Axespire may use appropriately aggregated, statistical, de-identified, or otherwise non-identifying information for purposes such as analytics, security, service improvement, capacity planning, and product development, subject to applicable law.

Axespire maintains reasonable technical and organizational safeguards designed to protect Customer Data against unauthorized access, destruction, loss, alteration, disclosure, or misuse.

No internet-connected service can guarantee absolute security.

Customer is responsible for: securing its account credentials; controlling authorized access; configuring appropriate permissions; reviewing integrations; maintaining the security of connected systems; and promptly notifying Axespire of suspected unauthorized access.

Where required by applicable law or the DPA, Axespire will notify Customer of qualifying personal-data breaches affecting Customer Data within the timeframe and manner required by law or the applicable DPA.

Axespire may use third-party service providers and subprocessors to provide the Service, including providers supporting: telecommunications; telephone numbers; voice processing; speech recognition; text-to-speech; artificial intelligence; cloud infrastructure; data storage; messaging; analytics; security; customer support; and payment processing.

Customer authorizes Axespire to engage such providers where reasonably necessary to provide the Service.

Where required by applicable law or the DPA, Axespire will maintain appropriate contractual protections governing the processing of Customer Data by subprocessors.

Axespire may maintain a current list of material subprocessors separately from these Terms.

Customer acknowledges that the Service may involve processing or storage of information in Jamaica and/or other jurisdictions in which Axespire or its authorized service providers operate.

Where Customer Data is transferred internationally, Axespire will apply the safeguards required by applicable law and the parties' applicable DPA.

Customer is responsible for ensuring that its instructions and use of the Service permit the applicable international processing where required by law.

Axespire retains Customer Data for as long as reasonably necessary to provide the Service and in accordance with applicable contractual, legal, security, and operational requirements.

Specific retention periods for recordings, transcripts, messages, logs, and other data may depend on: Customer's selected configuration; the applicable Subscription; technical limitations; legal requirements; and the applicable Privacy Policy or DPA.

Following termination, Axespire may delete Customer Data in accordance with its applicable retention and deletion procedures.

Where technically and commercially available, Customer may export eligible Customer Data before termination.

Customer is responsible for maintaining its own copies of information it is legally or operationally required to retain.

Data contained in backups may remain for a limited period after deletion and will be handled according to Axespire's backup lifecycle and security procedures.

The Service and all associated intellectual property rights are owned by Axespire or its licensors.

This includes, without limitation: YuhChat software; source code; platform architecture; interfaces; designs; trademarks; workflows; system prompts; proprietary methods; documentation; templates; technology; configurations created by Axespire; improvements; derivative works; and related intellectual property.

Except for the limited rights expressly granted under these Terms, no ownership rights are transferred to Customer.

Subject to these Terms, Axespire grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service during an active Subscription.

Customer may not copy, modify, reverse engineer, decompile, disassemble, reproduce, distribute, or create derivative works of the Service except where expressly permitted by applicable law.

Customer retains ownership of Customer Content supplied by Customer.

Customer grants Axespire the rights reasonably necessary to host and process Customer Content in connection with the Service.

Customer represents and warrants that it has all necessary rights, permissions, licenses, and lawful authority to provide Customer Content to Axespire and to instruct Axespire to process it.

Customer is responsible for the accuracy and legality of Customer Content.

Customer must not upload or configure content that it does not have the right to use.

YuhChat may generate: responses; summaries; transcripts; classifications; recommendations; extracted information; and other AI-generated output.

AI output may contain errors, omissions, hallucinations, misinterpretations, or inaccurate information.

Customer is responsible for reviewing AI-generated information and determining whether human verification is necessary.

Where YuhChat performs automated actions, including appointment scheduling, message taking, call transfers, notifications, or other workflow actions, Customer remains responsible for configuring and reviewing those actions.

Axespire does not guarantee that an AI-generated response or automated action will always be accurate, complete, timely, or appropriate.

The Service may integrate with third-party platforms such as calendars, messaging services, CRMs, payment systems, telecommunications providers, or other applications.

Third-party integrations may be subject to separate terms and privacy policies.

Axespire is not responsible for the availability, security, functionality, accuracy, or policies of third-party services that are outside Axespire's reasonable control.

Customer authorizes Axespire to exchange information with connected third-party services as necessary to provide an integration requested by Customer.

Customer is responsible for ensuring that it has appropriate authority to connect third-party accounts.

Axespire will use commercially reasonable efforts to maintain the availability of the Service.

However, the Service may occasionally be unavailable or degraded due to: maintenance; upgrades; telecommunications failures; internet failures; cloud infrastructure failures; third-party provider failures; security incidents; force majeure events; regulatory requirements; or other circumstances beyond Axespire's reasonable control.

Unless expressly agreed in a separate service-level agreement, Axespire does not guarantee a particular uptime percentage.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

AXESPIRE DISCLAIMS WARRANTIES NOT EXPRESSLY PROVIDED IN THESE TERMS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

AXESPIRE DOES NOT WARRANT THAT: (1) the Service will always be available; (2) the Service will be error-free; (3) AI output will always be accurate; (4) transcripts will always be complete or correct; (5) calls will always connect; (6) appointments will always be booked correctly; (7) automated actions will always occur as intended; (8) third-party services will always be available; (9) the Service will satisfy every Customer's industry-specific requirement; or (10) the Service will be suitable for a particular legal, medical, financial, or other professional purpose.

Customer acknowledges that artificial intelligence and telecommunications technologies can fail or produce unexpected results.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXESPIRE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXESPIRE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF: (A) THE FEES PAID BY CUSTOMER TO AXESPIRE FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THE THEN-CURRENT SUBSCRIPTION TERM.

The foregoing limitations apply regardless of the legal theory of liability, including contract, negligence, tort, strict liability, or otherwise.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable law.

To the maximum extent permitted by applicable law, Customer agrees to defend, indemnify, and hold harmless Axespire and its directors, officers, employees, agents, and affiliates from claims, damages, liabilities, costs, and reasonable legal expenses arising from or related to: (1) Customer's unlawful or unauthorized use of the Service; (2) Customer's violation of these Terms; (3) Customer's violation of applicable law; (4) Customer's Customer Content; (5) Customer's failure to obtain required consent or authorization; (6) Customer's unlawful recording or monitoring of communications; (7) Customer's unlawful outbound calling; (8) disputes between Customer and its End Users; or (9) Customer's use of the Service in a regulated industry in violation of applicable requirements.

Axespire may suspend or restrict the Service where reasonably necessary to: protect the Service; prevent fraud or abuse; address a security risk; comply with law; respond to telecommunications requirements; prevent harm to third parties; address non-payment; or investigate a material violation of these Terms.

Where reasonably practicable, Axespire may provide notice before suspension.

Axespire may immediately suspend Service where delay could create material legal, security, financial, or operational risk.

Customer may cancel its Subscription in accordance with the cancellation process made available by Axespire.

Upon termination: Customer's right to access the Service ends; outstanding amounts remain payable; applicable data-retention provisions continue to apply; intellectual-property provisions survive; and provisions that by their nature should survive termination will remain effective.

Following termination, Customer may request access to eligible Customer Data during any applicable post-termination retrieval period.

After the applicable retrieval period, Axespire may permanently delete Customer Data, subject to: applicable law; legitimate legal obligations; security requirements; backup retention cycles; and the applicable DPA or Privacy Policy.

Customer is responsible for exporting any information it needs before the applicable deletion deadline.

Each party may receive confidential information belonging to the other party.

The receiving party agrees to: use confidential information only for purposes of performing or receiving the Service; protect confidential information using reasonable safeguards; and not disclose confidential information except to authorized personnel, service providers, professional advisers, or where required by law.

Confidential information does not include information that: is publicly available without breach; was lawfully known before disclosure; is independently developed without use of confidential information; or is lawfully received from a third party without confidentiality restrictions.

Axespire will not be liable for delay or failure caused by events beyond its reasonable control, including: natural disasters; hurricanes; earthquakes; floods; fire; war; terrorism; civil unrest; governmental action; telecommunications failures; internet outages; power failures; labor disputes; cyberattacks; failures of third-party providers; or other events beyond Axespire's reasonable control.

Axespire may modify the Service from time to time, including: adding or removing features; changing technical architecture; modifying integrations; improving AI capabilities; changing usage limits; changing supported third-party services; or discontinuing obsolete features.

Where a change materially reduces a paid Service's core functionality, Axespire will use reasonable efforts to provide advance notice where practicable.

Axespire may update these Terms periodically.

For material changes, Axespire may provide notice through: email; the YuhChat dashboard; the website; or another reasonable communication method.

Unless otherwise stated, updated Terms become effective on the stated effective date.

If Customer continues using the Service after the effective date, Customer accepts the updated Terms.

If Customer does not agree with a material change, Customer may stop using the Service and cancel its Subscription before the change becomes effective, subject to applicable billing and cancellation terms.

Customer agrees that Axespire may communicate with Customer electronically, including through: email; the YuhChat dashboard; account notifications; and other electronic communication methods.

Customer agrees that electronic acceptance, including clicking an acceptance button, creating an account after being presented with these Terms, or otherwise electronically agreeing to these Terms, may constitute acceptance to the extent permitted by applicable law.

Customer should maintain accurate contact information so that notices can be delivered effectively.

These Terms are governed by the laws of Jamaica, without regard to conflict-of-law principles.

Subject to any mandatory rights or remedies available under applicable law, disputes arising from or relating to these Terms or the Service shall be subject to the jurisdiction of the courts of Jamaica.

Nothing in this section prevents either party from seeking urgent injunctive or protective relief where appropriate.

Nothing in these Terms is intended to exclude, restrict, or waive any right or remedy that cannot lawfully be excluded or waived under applicable consumer-protection or other mandatory law.

Where mandatory law provides a Customer with rights that conflict with these Terms, the mandatory law will prevail to the extent of the conflict.

Customer may not assign or transfer these Terms without Axespire's prior written consent, except where permitted by applicable law.

Axespire may assign or transfer these Terms in connection with a merger; acquisition; corporate restructuring; financing; sale of assets; or transfer of substantially all of its business or the YuhChat Service.

If any provision of these Terms is found to be unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect.

Failure by Axespire to enforce any provision of these Terms does not constitute a waiver of its right to enforce that provision later.

These Terms, together with the YuhChat Privacy Policy; applicable Data Processing Agreement; Acceptable Use Policy; applicable order form; Subscription or pricing terms; and other documents expressly incorporated into these Terms, constitute the entire agreement between Customer and Axespire concerning the Service.

If there is a conflict between documents, the following order of precedence applies unless otherwise stated: (1) a separately executed written agreement; (2) applicable Data Processing Agreement, solely concerning data processing; (3) applicable order form or Subscription agreement; (4) these Terms; (5) applicable policies.

For questions, legal notices, support inquiries, or other communications concerning these Terms:

Axespire Solutions Limited Jamaica Email: Admin@axespire.com

YuhChat is designed to help people communicate, stay connected, and manage interactions through AI-powered voice and communication technology.

However: YuhChat is an AI communication platform, not a replacement for human judgment where human judgment is necessary.

Customers remain responsible for their businesses, professional obligations, communications, decisions, End Users, and legal compliance.

By using YuhChat, Customer acknowledges the capabilities and limitations of AI-powered communication technology and agrees to use the Service responsibly and lawfully.