Terms of Service

01. Agreement and parties

These Terms of Service (together with any Order Form, the Data Processing Addendum in Exhibit A, and any policies referenced here, the “Agreement”) are a binding contract between Cortex Voice Inc., a Delaware corporation, and the business customer that signs up for or uses the Service (“Customer,” “you”). By signing an Order Form, clicking to accept, or using the Service, you agree to this Agreement, and you represent that you are authorized to bind the Customer entity. This is a business-to-business agreement; the Service is not offered to consumers for personal use.

Capitalized terms are defined in Section 20.

02. The Service

Cortex provides an AI voice agent that answers Customer's inbound telephone calls, converses with callers, takes food and drink orders, quotes menu prices as configured by Customer, records the call, and delivers the resulting order and associated data to Customer through a dashboard and/or integrations (the “Service”). The Service includes the AI agent, the dashboard, and related tools and documentation.

03. Delegation of authority

This section defines the scope of authority Customer grants to the Cortex AI agent. It is central to this Agreement. Customer appoints the AI agent as a limited automated assistant to perform the following on Customer's behalf, and only the following, unless the parties agree otherwise in writing:

3.1 The AI agent IS authorized to:

• Answer inbound calls and converse with callers on Customer's behalf;
• Present menu items, descriptions, and prices as configured by Customer;
• Take and assemble food and drink orders and capture order details (items, modifiers, quantities, caller name, and callback number);
• Answer routine questions about the menu, hours, and location using information Customer provides;
• Record the call and disclose recording and AI use to the caller; and
• Transfer or escalate the call to Customer's staff per the escalation rules in Section 4.

3.2 The AI agent is NOT authorized to, and Customer agrees the agent will not be treated as able to:

• Issue refunds, credits, price adjustments, or discounts beyond those Customer has explicitly configured;
• Accept liability on Customer's behalf, admit fault, or settle disputes;
• Make binding commitments beyond order-taking — including guarantees of delivery times, promises of availability of out-of-stock items, contractual warranties, or any representation outside the configured menu and order flow;
• Enter into contracts on Customer's behalf other than accepting a food order in the ordinary course;
• Collect, store, or process payment-card numbers except through a compliant payment mechanism that Customer has explicitly enabled (see Section 3.4); or
• Take any action Customer has disabled in its configuration.

3.3 Customer responsibility for outputs and final verification

The AI agent is an order-taking assistant, not a substitute for Customer's judgment. Customer is responsible for (a) the accuracy of the menu, prices, hours, and other content it configures; (b) reviewing and fulfilling or declining each order; and (c) final verification before an order is prepared or money changes hands. Cortex is not the merchant of record for any order and does not sell food. As between the parties, Customer bears the operational and commercial consequences of orders it chooses to fulfill.

3.4 Payments

Unless Customer explicitly enables a supported, compliant payment feature, the AI agent does not take payment over the phone, and payment is collected by Customer through its own means. Where a payment feature is enabled, card data is handled by a PCI-DSS-compliant processor and is not stored by Cortex.

04. Human-in-the-loop and escalation

The Service is designed to escalate to a human when appropriate. At minimum, the AI agent will attempt to transfer, flag, or otherwise route a call to Customer's staff when:

• The caller asks to speak to a person;
• The caller requests a refund, complaint resolution, or a change to a completed order;
• The request is outside the agent's authorized scope (Section 3.2);
• The agent cannot understand or complete the request after reasonable attempts, or repeatedly fails to transcribe; or
• Any other trigger Customer configures.

By default, when an escalation trigger occurs, the AI agent will attempt to transfer the call to Customer's designated line where a transfer number is configured, and will otherwise flag the interaction in Customer's dashboard for follow-up. The specific behavior is configurable per Customer. Customer is responsible for staffing and monitoring escalations; Cortex is not liable for outcomes that arise because Customer did not act on an escalated or flagged item.

05. AI transparency

Customer acknowledges that the Service uses artificial intelligence, including automated speech recognition and large language models, to converse with callers and assemble orders. The AI agent discloses to callers that it is an AI assistant and that the call is recorded at the start of each call. Customer is responsible for its own consumer-facing disclosures and for maintaining a privacy policy covering call recording and AI use for its callers. AI outputs can contain errors; see Sections 3.3 and 11.

06. Customer obligations and acceptable use

Customer will, and will ensure its personnel do:

• Provide accurate menu, pricing, hours, and configuration content, and keep it current;
• Make its own lawful, accurate privacy and recording disclosures to callers as required by applicable law, and maintain any consents its use requires;
• Not use the Service for any unlawful purpose.

Acceptable Use Policy (AUP). Customer will not, and will not permit any third party to:

• Use the Service to place, facilitate, or enable unlawful robocalls, telemarketing, or autodialed/prerecorded/AI-voice outbound calls in violation of the Telephone Consumer Protection Act (TCPA), FCC rules (including FCC 24-17 on AI-generated voice), the TSR, or state equivalents — including any outbound calling feature without the legally required prior express (or prior express written) consent;
• Use the Service to harass, defraud, or deceive callers, or to impersonate a person or another business;
• Transmit unlawful, infringing, or harmful content, or use the Service in violation of telemarketing, consumer-protection, or recording-consent laws;
• Attempt to reverse engineer, decompile, scrape, or derive the Service's source code or models, except to the extent this restriction is prohibited by law;
• Resell, sublicense, or provide the Service to third parties except Customer's own callers in the ordinary course, without our written consent;
• Interfere with or disrupt the integrity or performance of the Service, or attempt unauthorized access;
• Use the Service to build a competing product or to train a competing model; or
• Use the Service in a way that violates any applicable law or third-party right.

Cortex may suspend the Service (with notice where practicable) to stop an ongoing AUP violation, security threat, or unlawful use.

07. Fees and payment

Customer will pay the fees on the applicable Order Form. Unless stated otherwise, fees are billed as set out on the Order Form (monthly or annually), due within thirty (30) days of invoice, non-refundable except as expressly stated, and exclusive of taxes (Customer is responsible for applicable taxes other than Cortex's income taxes). Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law. Fees are stated in US dollars unless the Order Form specifies otherwise, and may include a fixed subscription and/or usage-based component as set out on the Order Form.

08. Term, suspension, and termination

This Agreement begins on the Effective Date and continues for the term on the Order Form, renewing as stated there. Either party may terminate for the other's material breach not cured within thirty (30) days of written notice. Cortex may suspend or terminate for non-payment or AUP/security violations as described above. On termination: Customer's right to use the Service ends; Customer will pay amounts accrued through termination; and each party's data obligations in Section 10 and Exhibit A apply. Sections that by their nature should survive (including 9–16, 18–20) survive termination.

09. Data ownership and license

9.1 Customer Data is Customer's

As between the parties, Customer owns all Customer Data, including menu and configuration content, order records, and the personal information of Customer's callers (including call recordings and transcripts of Customer's calls). Nothing in this Agreement transfers ownership of Customer Data to Cortex.

9.2 Limited license to Cortex

Customer grants Cortex a limited, non-exclusive, worldwide, royalty-free license to host, process, transmit, record, transcribe, and display Customer Data solely to provide, secure, support, and (in de-identified or aggregated form) improve the Service, and as further limited by Exhibit A. Cortex will not sell Customer Data and will not use identifiable Customer Data or caller personal information to train models for the benefit of third parties. Cortex may create and use de-identified and aggregated data that does not identify Customer or any individual for its legitimate business purposes.

9.3 Processor role and DPA

For personal information of Customer's callers, Cortex acts as Customer's service provider / processor. The Data Processing Addendum (Exhibit A) governs that processing and is incorporated by reference; if there is a conflict on data-protection matters, Exhibit A controls.

9.4 Cortex IP

Cortex owns the Service, its software, models, and all related intellectual property, except Customer Data. No rights are granted except the limited right to use the Service under this Agreement.

9.5 Feedback

If Customer gives feedback or suggestions, Cortex may use them without restriction or obligation.

10. Confidentiality

Each party (as Receiving Party) will protect the other's Confidential Information with at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel and advisors who need it and are bound by confidentiality. Confidential Information excludes information that is public through no fault of the Receiving Party, independently developed, or rightfully received from a third party. A party may disclose Confidential Information if legally compelled, giving prompt notice where lawful. Customer Data and caller personal information are Customer's Confidential Information; the Service and non-public product information are Cortex's.

11. Warranties and service commitment

11.1 Outcome-based service commitment (not “as is”)

Cortex warrants that it will (a) provide the Service in a professional and workmanlike manner and in material conformity with its documentation; (b) not materially decrease the core functionality of the Service during a paid term; and (c) maintain reasonable administrative, technical, and organizational security measures designed to protect Customer Data. If the Service materially fails to conform, Cortex will use commercially reasonable efforts to correct it; if it cannot within a reasonable time, Customer's remedy is termination of the affected Service and a pro-rata refund of prepaid, unused fees for that Service.

11.2 Nature of AI outputs

Customer acknowledges that AI systems are probabilistic and can produce inaccurate, incomplete, or unexpected outputs (including mis-hearing a caller or misstating an item). Cortex does not warrant that the AI agent will be error-free or that every order will be perfectly transcribed, and Customer is responsible for verification per Section 3.3. This does not diminish the security and service commitments in 11.1 and 12.

11.3 Mutual authority warranty

Each party warrants it has the authority to enter into this Agreement.

11.4 Disclaimer

Except as expressly stated in this Section 11 and the SLA (Section 12), the Service is provided without other warranties, and Cortex disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law. Cortex does not warrant uninterrupted or error-free operation beyond the SLA.

12. Service level agreement (SLA)

Cortex will use commercially reasonable efforts to make the Service available at least 99.9% of the time each calendar month, excluding: scheduled maintenance (with reasonable notice), emergency maintenance, force majeure, Customer's own network/telephony/POS failures, third-party telecom-carrier outages outside Cortex's control, and Customer's misuse.

Service credits.

If monthly availability falls below 99.9%, Customer's sole and exclusive remedy is a service credit against future fees:

To claim, Customer must request the credit within thirty (30) days of the affected month. Credits are the exclusive remedy for availability failures and do not accumulate beyond one month's fees. Availability is measured monthly as the percentage of time the Service is able to answer and process inbound calls, excluding the exclusions listed above. Cortex will provide at least twenty-four (24) hours' notice of scheduled maintenance where practicable.

13. Indemnification

13.1 By Cortex (IP)

Cortex will defend Customer against third-party claims that the Service, as provided by Cortex and used in accordance with this Agreement, infringes that third party's US intellectual-property rights, and will indemnify Customer for resulting damages finally awarded or settled by Cortex. This does not apply to claims arising from Customer Data, Customer's content or configuration, use in violation of this Agreement, or combination with non-Cortex products. If the Service is or may be enjoined, Cortex may procure a right to continue, modify it to be non-infringing, or terminate the affected Service and refund prepaid unused fees.

13.2 By Customer

Customer will defend and indemnify Cortex against third-party claims arising from (a) Customer Data or Customer's content/configuration; (b) Customer's breach of the AUP or of law, including TCPA/telemarketing/recording-consent violations arising from Customer's use; (c) Customer's failure to make required consumer or recording disclosures to its callers; or (d) orders Customer fulfilled or declined.

13.3 Procedure

The indemnified party will give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party (no settlement admitting fault or imposing non-monetary obligations on the indemnified party without consent).

14. Limitation of liability

To the maximum extent permitted by law:

14.1 Exclusion of indirect damages

Neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or loss of goodwill, even if advised of the possibility. In particular, Cortex is not liable for consequential losses arising from AI outputs, mis-transcribed or missed orders, or Customer's decisions to fulfill or decline orders.

14.2 Liability cap

Each party's total aggregate liability arising out of or related to this Agreement will not exceed the total fees paid or payable by Customer to Cortex in the twelve (12) months preceding the event giving rise to the liability (1x trailing-12-month fees).

14.3 Carve-outs (not subject to the cap or the indirect-damages exclusion)

The limitations in 14.1 and 14.2 do not apply to: (a) each party's indemnification obligations under Section 13; (b) breach of confidentiality (Section 10); (c) Cortex's breach of its data-protection / data-security obligations under Exhibit A resulting in a data breach (for which each party's liability is subject to a super-cap of two (2) times the trailing-12-month fees, rather than the general cap in 14.2; the parties may agree a different amount in an Order Form); (d) Customer's payment obligations; (e) a party's gross negligence or willful misconduct; or (f) amounts that cannot be limited or excluded by law.

15. Insurance

Cortex will maintain commercially reasonable insurance appropriate to a company of its size and the Service, which may include commercial general liability, technology errors-and-omissions/professional liability, and cyber liability. Cortex will provide a certificate of insurance on reasonable request once such policies are in force.

16. Publicity

Neither party will use the other's name or logo without prior written consent, except Cortex may identify Customer as a customer in a customer list with Customer's approval. Cortex may reference Customer's name and logo in customer lists and marketing only with Customer's prior approval, which may be given or withdrawn by notice.

17. Changes to the Service and to these Terms

Cortex may improve or modify the Service, provided it does not materially decrease core functionality during a paid term (Section 11.1). Cortex may update these Terms; for material changes to active Customers, Cortex will provide reasonable notice, and continued use after the effective date constitutes acceptance. The current version is posted at cor-tex.solutions/terms.

18. Governing law and dispute resolution

This Agreement is governed by the laws of the State of Delaware, without regard to conflicts-of-law rules. The state and federal courts located in Delaware will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to personal jurisdiction and venue there. Each party waives any right to a jury trial. (The parties may agree to binding arbitration in an Order Form; none is required by default.) The UN Convention on Contracts for the International Sale of Goods does not apply.

19. General

• Independent contractors. The parties are independent contractors; nothing creates a partnership, agency (except the limited automated-assistant appointment in Section 3), or employment relationship.
• Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger or sale of substantially all assets, on notice.
• Force majeure. Neither party is liable for delays or failures due to causes beyond its reasonable control (including telecom-carrier outages, internet failures, and acts of God).
• Notices. Notices must be in writing to the addresses on the Order Form (or office@cor-tex.solutions), effective on receipt.
• Entire agreement / order of precedence. This Agreement (with the Order Form and Exhibit A) is the entire agreement and supersedes prior proposals and marketing statements, including the prior website Terms page. In case of conflict: the Order Form, then Exhibit A (on data-protection matters), then these Terms.
• Severability; waiver. If a provision is unenforceable, the rest remains in effect; failure to enforce is not a waiver.
• No third-party beneficiaries (except indemnified parties under Section 13).
• Counterparts / electronic acceptance. Electronic signature or click-acceptance is binding.

20. Definitions

• “Customer Data” — all data and content Customer or its callers provide or generate through the Service, including configuration/menu content, order records, and call recordings and transcripts of Customer's calls.
• “Confidential Information” — non-public information disclosed by a party that is marked or reasonably understood to be confidential.
• “Order Form” — an ordering document or online signup specifying the Service, fees, and term.
• “Service” — as defined in Section 2.
• “AI agent” — the automated voice assistant component of the Service.
• “Cortex AI voice agent” — the automated voice assistant component of the Service, as described in Section 2. (The legacy “Sophia Voice Engine” name is not used.)