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1.1. Applicability. These Terms of Service (“Terms”) govern access of the organization agreeing to these terms (“Client”) to and use of AI-related Helpware AI Services provided by Helpware Inc., on behalf of itself, and its subsidiaries and Affiliates (together with its subsidiaries and Affiliates, collectively, (“Helpware”), such as a) AI Products as a Service (including AI Chatbots, AI for Quality & Training, Voice AI, Agentic AI, AI‑Powered Recruitment, AI Accent Neutralization); b) AI Implementation as a Service; and c) Training Data as a Service (collectively, the “Helpware AI Services”). In these Terms, Helpware and Client are each referred to as a “Party” and collectively as the “Parties.” Capitalized terms not defined in these Terms have the meanings provided in the Order Form.
1.2. Acceptance of Terms. By clicking “I agree,” accepting the Order Form, or using Helpware AI Services, Client agrees to these Terms.
1.3. Order Forms. Specific commercial terms (where applicable) will be set forth in one the Order Form(s) executed by Helpware and Client and incorporated herein by reference.
1.4. Order of Precedence. In the event of a conflict: a) an Order Form prevails over these Terms; b) a Data Processing Agreement (“DPA”), signed between the parties, shall prevail solely with respect to the data processing activities governed therein; c) if Client has an existing Master Services Agreement (“MSA”) with Helpware, and that MSA incorporates or references Helpware AI Services, then in the event of any conflict between the MSA and these Terms, these Terms shall prevail solely with respect to Helpware AI Services. These Terms may operate as a standalone agreement (if no MSA exists) or as an exhibit/appendix to an MSA.
2.1. AI Products as a Service. Helpware provides ready-to-use AI Products tailored to the Client’s operational needs. These AI Products may include:
*Notwithstanding anything to the contrary in these Terms and unless otherwise agreed by written agreement of the Parties, AI for Quality & Training Services will be provided to the Client on a non-billable basis for the expressly identified scope and within a period of time defined by Helpware. All other provisions of these Terms will apply to such Services. The Client hereby acknowledges and agrees that no separate Order Form is to be signed for the provision of the AI for Quality & Training Services. Helpware may suspend or discontinue such Services at any time, and no minimum service level, support commitment, or continued availability is guaranteed unless expressly stated in writing.
2.2. AI Implementation as a Service. Helpware assists the Client with planning, integrating, and managing AI solutions within existing technology infrastructure and business processes. Implementation services may include integration support, workflow optimization, employee training, and ongoing system monitoring.
2.3. Training Data as a Service. Helpware provides training datasets to support the Client’s AI model development and improvement. Datasets may include:
2.4. The AI Products listed above do not constitute an exhaustive list. Additional AI Products may be made available, added, or updated by Helpware from time to time, as further specified in the applicable Order Form.
2.5. Helpware may, from time to time, make available certain artificial intelligence or machine learning tools or features (“AI Tools”) to enhance or support the Services it provides. The Client’s access to or use of any such AI Tools is governed by these Terms, as may be amended from time to time.
3.1. Fees. In consideration for the performance of Helpware AI Services, unless otherwise expressly provided in these Terms, Client shall pay the fees set forth in the applicable Order Form in accordance with the terms described in these Terms (the “Fees”). Fees are non-refundable except as required by law or as otherwise specifically permitted in these Terms. Notwithstanding anything to the contrary, if an MSA has been executed between the Parties, the payment terms set forth in such MSA shall govern and apply to the provision of the Helpware AI Services.
3.2. Payment. The payment shall be provided by the Client to Helpware within the interval specified in the applicable Order Form. Payment shall be made by ACH or Wire transfer. Helpware may suspend or terminate Helpware AI Services with or without providing notice if Client fails to pay the Fees thirty (30) days from the date of the invoice issuance. Notwithstanding anything to the contrary, if an MSA has been executed between the Parties, the suspension terms set forth in such MSA shall govern and apply to the provision of the Helpware AI Services.
3.3. Taxes. The amounts payable for the Helpware AI Services, stated in the Order Forms and invoices, are to be paid by Client to Helpware to the full extent, independently of their possible taxation (by income tax, value-added tax, and any other taxes) in the country where Client resides.
3.4. Fee Disputes. Client must notify Helpware of good‑faith invoice disputes within 10 days of the invoice date, with details. Undisputed amounts remain payable. The overdue undisputed amounts shall be subject to late fees of 3.5% per month on any outstanding balance, or the maximum permitted by law, whichever is higher, in addition to cost and expenses of collection. Notwithstanding anything to the contrary, if an MSA has been executed between the Parties, the Fee disputes terms set forth in such MSA shall govern and apply to the provision of the Helpware AI Services.
3.5. Price Adjustments. Helpware may increase rates annually by up to 5%, regardless of renewal cycles or contract term length. For agreements with a term exceeding 12 months, rate adjustments shall apply on each anniversary of the applicable Order Form effective date, unless a different rate or adjustment schedule is expressly specified in the Order Form.
3.6. Bank charges. Сlient is responsible for all bank charges necessary for payment from its bank account to Helpware’s bank account (including the charges of its servicing bank and correspondent banks’ expenses).
4.1. Right to Use. Subject to these Terms and timely payment of all applicable Fees, Helpware grants Client a limited, non-exclusive, non-sublicensable, non-transferable and revocable right to access and use Helpware AI Services solely for Client’s internal business purposes during the Term.
4.2. AI Ethics. Client agrees to use the Helpware AI Services in a manner that upholds principles of fairness, transparency, privacy, accountability, and respect for individual rights, and that avoids causing harm, misuse, or discriminatory outcomes.
4.3. Responsible Use Requirements. Client shall ensure that its use of the Helpware AI Services complies with: a) all applicable laws and regulatory requirements; b) industry standards relating to data protection, consumer protection, and employment practices; c) technical usage guidelines; and d) widely recognized principles for responsible AI, including human oversight, accuracy validation, bias mitigation, and transparency in automated decision-making. Client shall maintain appropriate human review and judgment over any decisions or actions informed by or derived from the Output.
4.4. Restrictions. Client shall not, and shall not permit any Authorized User or third Party to: a) use Helpware AI Services or any Client Data in a manner that breaches applicable laws, regulations, or Helpware’s acceptable use policies; b) engage in any activity that infringes upon or misappropriates intellectual property, privacy, or other rights of third Parties; c) permit individuals under the age of majority to use the Helpware AI Services without obtaining all legally required parental or guardian consents; d) attempt to deconstruct, reverse engineer, decompile or otherwise derive the source code, algorithms, or underlying structure of the Helpware AI Services or related systems, circumvent or disable any security or access controls; e) utilize outputs or functionality from the Helpware AI Services to build, train, or enhance artificial intelligence models or products that compete with Helpware’s offerings, unless expressly authorized in writing; f) extract or scrape data from Helpware AI Services except through features expressly provided for such purposes; g) sell, lease, sublicense, or transfer any access credentials, API keys, or authentication tokens to third Parties; h) interfere with or disrupt the normal operation of Helpware AI Services, including bypassing security measures, usage limits, or rate restrictions; i) upload, transmit, or introduce any harmful code, malware, viruses or other content intended to damage or impair Helpware AI Services or Client Data; j) configure or manipulate Helpware AI Services to evade any usage caps, restrictions, or protective controls implemented by Helpware; k) misrepresent the origin or nature of any data provided to Helpware; l) use the Helpware AI Services in any context classified as a prohibited or high-risk use case under applicable AI regulations in Client’s jurisdiction, including without limitation the EU Artificial Intelligence Act, without first (i) completing any required conformity assessment or registration applicable to Client as deployer, (ii) implementing all legally required human oversight, transparency, and logging obligations, and (iii) notifying Helpware in writing of such use. Client shall not permit access to or use of the Helpware AI Services by any third party that, directly or indirectly, offers services competitive with those provided by Helpware, including without limitation business process outsourcing, business process management, AI-powered customer experience, or workforce management solutions, without Helpware’s prior written consent.
4.5. Client Responsibilities. Client shall: a) ensure that its use of the Helpware AI Services complies with all applicable data protection, employment, and industry-specific regulations; b) provide accurate and lawful Client Data; c) obtain all necessary consents and notices for data collection, processing, and use; d) maintain appropriate security measures to protect access credentials and Client Data; e) promptly notify Helpware of any unauthorized use or security breach.
4.6. Helpware may monitor usage patterns for security, abuse prevention, and compliance purposes. If Helpware reasonably determines that Client’s use of the Helpware AI Services violates these Terms, Helpware may: a) request corrective action; b) suspend or limit access to the Helpware AI Services; c) remove or disable access to offending content; or d) terminate access in accordance with the Terms.
5.1. Client Content. During the usage of Helpware AI Services, Client and Authorized Users may provide Input and receive Output. To the extent permitted by the applicable law, Client retains all right, title, and interest in and to Client Content. Client hereby grants Helpware a non‑exclusive, worldwide, royalty‑free license to host, copy, transmit, process, display, and otherwise use Client Content solely to deliver Helpware AI Services, provide support, ensure security and integrity, and comply with the applicable law. Client’s ownership of the Output does not include any rights in Helpware IP or any underlying models, systems, or tools used to generate Output. This license extends to Helpware’s authorized subprocessors and third-party service providers engaged to support the delivery of the Helpware AI Services, subject to confidentiality obligations no less protective than those set forth in these Terms.
5.2. Accuracy, Quality, and Compliance of the Client Content. Client is solely responsible for the accuracy, completeness, quality, and lawfulness of the Client Content. Client represents and warrants that it has obtained all necessary rights, permissions, and legally required notices and/or consents to provide the Input and to enable Helpware’s processing as described herein, including, where applicable, for call recordings, transcription, and analytics. Client shall ensure that its use of the Helpware AI Services and Client Content complies with all applicable data protection, employment, and industry‑specific regulations, and shall not submit any content that is unlawful, infringing, deceptive, harmful, or otherwise violates Helpware Policies or these Terms. Client is solely responsible for all use of the Outputs and for evaluating the accuracy and appropriateness of the Output for each Client’s case.
5.3. Attribution & Rights. Where Output incorporates, references, or is generated using Third‑Party Data, models, or content licensed by Helpware from third‑Party providers, all ownership and intellectual property rights in such third‑Party materials shall remain with the applicable rights holder. Client’s rights to use, reproduce, or share any Output that includes or is derived from Third‑Party Data are limited to the extent permitted under the relevant third‑Party terms and applicable law. Helpware does not grant, and cannot grant, any rights beyond those expressly authorized by the applicable third‑Party provider. Client is solely responsible for ensuring that its use of such Output complies with any such restrictions.
5.4. Supplier Changes. Helpware may update, modify, replace, or discontinue third‑Party providers, models, datasets, processing tools, or integrations used to deliver the Helpware AI Services at any time to improve performance, reliability, compliance, or security, or to maintain commercial viability. To the extent such changes materially affect Client’s use of the Helpware AI Services, Helpware will provide notice where reasonably practicable. Client acknowledges that the availability, features, accuracy, and behavior of the Helpware AI Services may depend on such third‑Party technologies, and Helpware shall not be liable for reduced functionality or performance resulting from changes initiated by such third‑Party providers.
5.5. Prohibited and Sensitive Content. Client shall not provide, upload, or submit any Client Content that: a) violates any applicable law, regulation, or third‑Party rights; b) contains malicious code, malware, or security‑threatening materials; c) includes deceptive, fraudulent, defamatory, infringing, or harmful content; d) is classified as special‑category or sensitive personal data under applicable data protection laws (including data concerning health, biometrics, genetics, sexual orientation, union membership, political opinions, or religious/philosophical beliefs), unless expressly authorized in writing by Helpware and protected by additional safeguards agreed by the Parties; or e) otherwise violates Helpware Policies or these Terms. Helpware may restrict certain types of content processing where required by law, ethics, safety obligations, or applicable third‑Party provider requirements.
5.6. Takedown and Content Removal. Helpware may remove, disable access to, or refuse to process any Client Content or Output if Helpware reasonably determines that such content: a) violates these Terms, law, or Helpware Policies; b) infringes or may infringe intellectual property or privacy rights; c) is the subject of a government or legal request, subpoena, or court order; d) presents security, safety, or operational risks; or e) is otherwise inappropriate for processing through the Helpware AI Services. Where legally permitted and practicable, Helpware will notify Client of such action. Helpware shall not be liable for any loss, delay, or unavailability resulting from actions taken in good faith under this Section.
6.1. Account Creation. Where applicable, to access and use some of Helpware AI Services, the Client must create an account by providing accurate, current, and complete information as requested during the registration process. Client is responsible for ensuring that all information associated with the account remains accurate and up to date at all times. Helpware may refuse, suspend, or terminate account creation where information is incomplete, misleading, or otherwise violates these Terms.
6.2. Authorized Users. Client may permit its employees, contractors, or agents to access the Helpware AI Services under its account (“Authorized Users”). Client is responsible for ensuring that all Authorized Users comply with these Terms. Client remains fully liable for all activities undertaken through its account by any Authorized User. Client will not (a) share account access credentials between multiple users; (b) resell or lease access to accounts of the Authorized Users to any third Party. Client must promptly notify Helpware of any suspected or actual unauthorized access, account compromise, or security breach.
6.3. Responsibility for Account Activity. All activities conducted through the Client’s account, whether authorized or unauthorized, shall be deemed the Client’s actions. Helpware shall not be liable for any loss or damage arising from Client’s failure to safeguard account credentials or to appropriately restrict account access.
7.1. Helpware Intellectual Property. All rights, title, and interest in and to the Helpware AI Services, including all software, models, algorithms, agentic workflows, architectures, prompts, templates, documentation, interfaces, designs, processes, know‑how, and any other technology or materials provided or made available by Helpware (“Helpware IP”) remain the exclusive property of Helpware and its licensors. Except for the limited rights expressly granted under these Terms, no rights or licenses are granted to Client, whether by implication, estoppel, or otherwise.
7.2. Improvements to the Helpware AI Services. Helpware may develop enhancements, modifications, corrections, updates, or other improvements to the Helpware AI Services (“Service Improvements”), whether resulting from Client’s use of the Helpware AI Services, Client’s interactions with Helpware, or Helpware’s own development efforts. All Service Improvements, including those derived from aggregated usage data, operational metrics, or non-identifying patterns, shall be deemed Helpware IP. Client receives no rights in such Service Improvements except as required to access and use the Helpware AI Services under these Terms.
7.3. Feedback. If Client or any Authorized User provides suggestions, ideas, recommendations, comments, or feedback relating to the Helpware AI Services (“Feedback”), Client grants Helpware a perpetual, irrevocable, worldwide, royalty‑free, transferable, sublicensable right to use, disclose, reproduce, modify, license, distribute, and exploit such Feedback for any purpose, without obligation or restriction.
7.4. Usage Data. Helpware may collect and analyze technical logs, performance metrics, usage patterns, and other data generated from Client’s and Authorized Users’ interactions with the Helpware AI Services (“Usage Data”). Usage Data does not include Client Content or Output. Usage Data may be used by Helpware for: a) operating, maintaining, securing, and improving the Helpware AI Services; b) developing analytics, diagnostics, and performance enhancements; c) ensuring quality, capacity planning, and product optimization; and d) creating aggregated and de‑identified insights.
7.5. Reservation of Rights. Helpware reserves all rights not expressly granted to Client in these Terms. No transfer of ownership or intellectual property rights occurs except as explicitly stated herein. Notwithstanding the foregoing, ownership of or rights in any specific Deliverable, including any dataset delivered under a Training Data as a Service engagement, may be specified in an Order Form. In the absence of any such specification, Helpware retains all right, title, and interest in any dataset or Deliverable, and grants Client a limited, non-exclusive, non-sublicensable license to use such Deliverable solely for Client’s internal AI model training and development purposes.
Each Party shall a) protect the other Party’s Confidential Information using the same degree of care it uses to protect its own confidential information of similar sensitivity (and no less than reasonable care); b) use Confidential Information solely as necessary to perform or receive the Helpware AI Services; and c) not disclose Confidential Information to any third Party except to its employees, contractors, or advisors who have a legitimate need to know, are bound by confidentiality obligations no less protective than these Terms, and for whom the Party remains responsible. If a Party is required by law, regulation, subpoena, or court order to disclose Confidential Information, it may do so provided it (where legally permitted) gives prompt notice to the other Party and limits disclosure to what is legally required. Upon written request or termination of the Helpware AI Services, each Party will return or delete the other Party’s Confidential Information, except where retention is required by law, regulation, or documented data‑retention policies. The Parties acknowledge that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to the other Party for which monetary damages would be inadequate. Accordingly, in the event of such breach or threatened breach, the Disclosing Party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity. Helpware has the right to disclose general information about the project (name of the Client, its logo) that will be used in its portfolio as demonstration materials of its capabilities for advertising and/or marketing purposes upon written (including via email) consent of the Client.
9.1. Security Measures. Helpware implements and maintains industry‑standard administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Helpware AI Services and Client Data (“Security Measures”). Helpware may update or enhance the Security Measures from time to time.
9.2. Audit Reports. Helpware undergoes periodic independent assessments or audits evaluating the design and effectiveness of its security policies, procedures, and controls. Upon the Client’s written request, and no more than once per calendar year, Helpware will make available a summary of its most recent audit report or attestation. Such reports shall be deemed Helpware Confidential Information.
9.3. Privacy Compliance. Where Client uses Helpware AI Services to process Personal Data, the Parties shall comply with all applicable data protection laws. The processing of Personal Data by Helpware shall be governed by the DPA, signed between the Parties, which forms an integral part of and is incorporated by reference into the Terms.
9.4. Processing of Sensitive or Regulated Data. Unless the Parties have executed a specific written addendum permitting such use, Client shall not use Helpware AI Services to create, receive, maintain, transmit, or otherwise process Protected Health Information (“PHI”) or any other category of highly regulated data requiring enhanced safeguards. Client is solely responsible for ensuring that it does not submit such information to Helpware AI Services that are not configured or authorized for such processing.
9.5. Subprocessors & Third-Party Service Providers. Helpware may engage Third‑Party Subprocessors to support the delivery of the Helpware AI Services. Helpware will maintain a list (or make one reasonably available upon request) and will impose written obligations on subprocessors to protect Client Data no less protective than those contained in this Section and the DPA. Helpware may add or replace Subprocessors; where such a change has a material adverse effect on Client, Helpware will provide notice where reasonably practicable.
9.6. Client Security Responsibilities. Client is responsible for: a) configuring and using Helpware AI securely, including role‑based access and least‑privilege principles; b) maintaining the security of Client’s systems and networks used to access Helpware AI Services; c) managing and revoking access for Authorized Users; and d) obtaining necessary consents and providing all legally required notices in connection with Client’s data inputs.
10.1. General Disclaimers. To the fullest extent permitted by applicable law, the Helpware AI Services, including all Output, features, models, analyses, recommendations, and any related documentation or materials, are provided “AS IS” and “AS AVAILABLE” without warranties of any kind. Helpware expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, accuracy, reliability, availability, non‑infringement, or that the Helpware AI Services will be uninterrupted, error‑free, or free of harmful components.
Helpware does not warrant or guarantee that: a) Output will be correct, complete, accurate, reliable, or suitable for Client’s intended use; b) Helpware AI Services will meet Client’s business, regulatory, or operational requirements; c) the use of Output will produce any particular result; or d) Helpware AI Services will prevent or mitigate all security or data‑related risks.
Client acknowledges that AI‑generated Output is non-deterministic, may include errors or biases, and requires human review and judgment before it is used or relied upon.
10.2. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COSTS OF SUBSTITUTE SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3. AI-Specific Limitations. HELPWARE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM: A) CLIENT’S FAILURE TO IMPLEMENT APPROPRIATE HUMAN OVERSIGHT OVER AI‑GENERATED OUTPUT; B) CLIENT’S USE OF THE HELPWARE AI SERVICES IN HIGH‑RISK OR PROHIBITED CONTEXTS; C) RELIANCE ON OUTPUT FOR DECISIONS THAT REQUIRE PROFESSIONAL EXPERTISE, REGULATORY COMPLIANCE, OR INDIVIDUALIZED ASSESSMENT; D) MODIFICATIONS OR INSTRUCTIONS PROVIDED BY CLIENT THAT ALTER HOW THE HELPWARE AI SERVICES OPERATE; OR E) INACCURACIES, HALLUCINATIONS, OR OTHER LIMITATIONS INHERENT TO AI TECHNOLOGIES.
10.4. Cap on Direct Damages. HELPWARE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO HELPWARE FOR HELPWARE AI SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF CLIENT IS USING THE HELPWARE AI SERVICES UNDER A FREE TRIAL, BETA ACCESS, PROOF OF CONCEPT, OR OTHER UNPAID ACCESS, HELPWARE’S LIABILITY SHALL NOT EXCEED USD $100.
10.5. Excluded Claims. The above limitations do not apply to: a) Client’s payment obligations; b) Client’s breach of Section 4 of the Terms; c) Client’s misuse or unauthorized use of Helpware AI Services; d) Client’s infringement or misappropriation of Helpware IP; e) Client’s breaches of confidentiality obligations; or f) losses arising from Client’s violation of applicable law.
10.6. Third‑Party Helpware AI Services & Data. Helpware is not responsible for the acts, omissions, availability, performance, or security of third‑party models, datasets, providers, or integrations utilized by or incorporated into Helpware AI Services. Client’s recourse for third‑party Helpware AI Services is solely against the applicable provider.
11.1. Indemnification by Helpware. Helpware will indemnify, defend, and hold harmless the Client, and its respective Affiliates, directors, officers, employees, or agents, from and against any third-party claim, suit, or proceeding (“Claim”) (for the purposes of these Terms, a “third party” is a Party that is not a Party to these Terms or Order Form (or such Party’s Affiliate), brought against the Client in a court of competent jurisdiction arising from: a) death of or injury to any agent, employee, personnel or other person to the extent caused by the gross negligence or willful acts or omissions of Helpware, or its respective agent, personnel, employee or contractor; b) the gross negligence or willful misconduct of Helpware; c) any claims, damages, or expenses resulting from the Helpware’s disregard of or failure to abide by the applicable laws or regulations controlling or specific to the operation of its business, excluding those incurred by Client as a result of compliance by Helpware with Client’s explicit and express instructions.
Helpware shall not incur any liability with respect to any Claim above: a) to the extent that any Claim is based upon the use of the Deliverable not in accordance with the Terms or for purposes not intended by Helpware; b) use of the Deliverable in connection or in combination with equipment, devices or software not supplied by that Helpware; c) for maintenance, modifications, updates, enhancements and improvements to the Deliverable made by any Party other than Helpware; or d) use of the Deliverable is based on Client’s explicit instructions or specifications.
11.2. Indemnification by the Client. Client will indemnify, defend, and hold harmless the Helpware, and its respective Affiliates, directors, officers, employees, or agents, from and against any third-party Claim, brought against Helpware in a court of competent jurisdiction arising from: a) Client’s or any Authorized User’s use of the Helpware AI Services in violation of these Terms or applicable law; b) Client Content or Input, including allegations of infringement, misuse, or unlawful processing; c) Client’s reliance on, use of, or decisions made based on Output; d) Client’s applications, systems, workflows, instructions, or integrations that interact with the Helpware AI Services; e) Client’s failure to obtain necessary rights, consents, or legal permissions to provide Client Content; or f) Client’s failure to comply with applicable AI-specific laws or regulations, including without limitation the EU Artificial Intelligence Act and any analogous national or local AI legislation, in connection with Client’s deployment or use of the Helpware AI Services.
11.3. Mitigation Measures. If any Deliverables provided by Helpware to Client become the subject of a Claim or in Helpware’s opinion is likely to become the subject of such a Claim, then Helpware may, at its sole discretion, either a) modify the Deliverable to make it non-infringing or cure any claimed misuse of another’s trade secret while continuing to provide equivalent utility to Client, or b) procure for the Client the right to continue using the Client Deliverable, or c) replace the Client Deliverable with a substantially equivalent Deliverable that is non-infringing, or d) will refund Client any prepaid Fees for the Deliverable. The Parties acknowledge and agree that the entire liabilities and remedies indicated in this Section shall be the sole and exclusive remedy for infringement.
A Party seeking indemnification must: a) promptly notify the Indemnifying Party in writing upon becoming aware of a claim; b) provide reasonable cooperation and assistance in the defense and investigation of the claim; and c) grant the Indemnifying Party sole control over the defense and settlement of the claim. The Indemnifying Party may not settle a claim without the Indemnified Party’s prior written consent.
12.1. Informal Negotiations. The Parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or in connection with these Terms (each, a “Dispute”) through informal negotiations. If the Dispute cannot be resolved amicably within fourteen (14) days from the date on which either Party serves written notice (including via email) of the Dispute, the remaining provisions of this Section 12 shall apply.
12.2. Governing law. These Terms shall be governed by the laws of the Commonwealth of Kentucky without regard to its conflict of law provisions. All disputes, disagreements, or claims, which may arise from or in connection with these Terms, if the Parties cannot settle them by negotiations, shall be submitted to the courts of the Commonwealth of Kentucky.
12.3. Attorney’s Fees. In the event of any legal action (including arbitration) to enforce or interpret these Terms, the non-prevailing Party shall pay the reasonable attorneys’ fees and other costs and expenses (including attorneys’ fees) of the prevailing Party in such amount as may be determined.
12.4. Payment Disputes. Notwithstanding any other provision in these Terms, any dispute related to payments from the Client, including but not limited to non-payment, late payment, or underpayment, shall not be subject to the dispute resolution provisions herein. Either Party may initiate legal proceedings in a court of competent jurisdiction immediately and without first engaging in mediation, arbitration, or any other dispute resolution process.
12.5. Waivers. To the extent permitted by law, each Party irrevocably waives its right to a jury trial in any action or proceeding arising out of or relating to these Terms. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH Party AGREES THAT ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE HELPWARE AI SERVICES SHALL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR MASS ACTION.
13.1. Term. These Terms remain in effect for as long as Client maintains an active subscription, account, or access to the Helpware AI Services (the “Term”). The specific subscription term and renewal periods are defined in the applicable Order Form or subscription plan.
13.2. Renewal. Unless otherwise stated in an Order Form, subscriptions automatically renew for successive periods equal to the initial Term unless Client cancels before the renewal date through the account portal or by thirty (30) days’ prior written notice to Helpware.
13.3. Trial Period. Where Helpware expressly offers a Trial Period, Client may access and use the designated Helpware AI Services on a limited basis for the duration specified in the applicable Order Form. Trial access is provided as-is and without any warranties, service level commitments, or support obligations unless otherwise agreed in writing. At the conclusion of the Trial Period, access will automatically expire unless the Parties execute an Order Form for a paid subscription. All provisions of these Terms apply during the Trial Period. Trial Periods are non-renewable and may not be extended.
13.4. Termination for Cause. Either Party may terminate these Terms or any applicable Order Form with immediate effect upon written notice if the other Party:
Helpware may terminate immediately if Client’s breach involves: a) violations of Section 4 of these Terms; b) unauthorized access to or misuse of the Helpware AI Services; c) infringement of Helpware IP, or d) violations of data protection or confidentiality obligations.
13.5. Suspension of Helpware AI Services. Helpware may suspend Client’s access to the Helpware AI Services, in whole or in part, if: a) Client fails to make timely payment; b) Helpware reasonably suspects unauthorized use, security incidents, or harmful activity; c) continued use poses a risk to Helpware’s systems or other customers; or d) suspension is required by law or by a third‑Party provider. Helpware will use commercially reasonable efforts to notify Client of a suspension and to restore access once the issue is resolved.
13.6. Effect of Termination. Upon termination or expiration of these Terms: a) Client’s right to access and use the Helpware AI Services immediately ends; b) all unpaid fees become immediately due and payable; c) Client must cease all use of Helpware IP, including Output to the extent prohibited by the Terms; d) Helpware will delete Client Content from its systems, except where retention is required by law or permitted in anonymized or aggregated form.
13.7. Survival. The following sections survive termination: Client Content (Section 5), Intellectual Property Rights (Section 7), Confidentiality (Section 8), Disclaimers and Limitation of Liability (Section 10), Indemnification (Section 11), Dispute Resolution (Section 12), and any other provisions intended to survive by their nature.
14.1. Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
14.2. Waiver. The delay, default, or failure of either Party to enforce or to require performance by the other Party of any of the provisions of these Terms shall not be construed to be a present or future waiver nor affect the ability of either Party to enforce any such provision thereafter.
14.3. Assignment. Client may not assign, transfer, or delegate any rights or obligations under these Terms, whether by operation of law or otherwise, without Helpware’s prior written consent. Helpware may assign or transfer these Terms, in whole or in part, without Client’s consent, including to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets. Any unauthorized assignment will be null and void. These Terms bind and benefit the Parties and their permitted successors and assigns.
14.4. Notices. All notices under these Terms shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Helpware must be sent to Helpware Legal Department at legal@helpware.com, with a copy to Helpware Inc., 2321 Sir Barton Way Suite 140 #1045, Lexington, KY 40509. Notices to Client may be sent to the email or address associated with Client’s account. Notices are deemed received when delivered or, for email, when sent, unless returned as undeliverable.
14.5. Independent Contractors. The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency relationship, fiduciary obligation, or employment relationship between the Parties.
14.6. Force Majeure. Helpware will not be liable for any delay or failure to perform due to any cause beyond its reasonable control, including natural disasters, acts of war, terrorism, civil or military disturbances, labor disputes, interruption of utilities or communications, or failures of third‑party providers. Helpware will use reasonable efforts to mitigate the effects of a force majeure event.
14.7. Amendments. Helpware may update or modify these Terms from time to time. Material changes will be communicated through the Helpware AI Services or via email. Continued use of Helpware AI Services after the effective date of the updated Terms constitutes acceptance of the modifications. If Client does not agree to the updated Terms, its sole remedy is to discontinue use of the Helpware AI Services.
14.8. Entire Agreement. Where Client has an executed Master Services Agreement with Helpware that incorporates these Terms by reference, these Terms constitute the entire agreement with respect to the Helpware AI Services and supplement (but do not supersede or replace) the MSA with respect to all other services and matters. In all other cases, these Terms, together with all applicable Order Forms and incorporated addenda (including the DPA), constitute the entire agreement between the Parties with respect to the Helpware AI Services.
14.9. No Third‑Party Beneficiaries. These Terms are intended solely for the benefit of the Parties and their permitted successors and assigns. Nothing herein is intended to confer any rights or remedies on any third Party.
14.10. Compliance with Laws. Client must use Helpware AI Services in compliance with all applicable laws, including data protection, privacy, AI‑related regulations, and trade control and export laws. Client shall not submit any data or materials subject to export‑control licensing requirements or controlled technical information. Client may not use, export, or re‑export Helpware AI Services in or for the benefit of any U.S.‑embargoed country or any person or entity on a Restricted Party List. Client acknowledges that Helpware does not monitor Client’s compliance with applicable laws. Client assumes sole responsibility for ensuring that its use of the Helpware AI Services, including any data processing, employment-related decisions, and communications, complies with all applicable legal and regulatory requirements. Client represents and warrants that neither it nor its Authorized Users are located in an embargoed jurisdiction, appear on any Restricted Party List, or are otherwise prohibited from using the Services. Client is responsible for complying with any applicable “know‑your‑customer” or verification obligations regarding its users. Helpware may suspend or terminate access if continued use would violate trade controls.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than 50% of voting interests or the ability to direct management.
“AI Products as a Service” means the Helpware‑hosted AI product offerings identified in the Terms, including AI Chatbots, AI for Quality & Training, Voice AI, Agentic AI, AI‑Powered Recruitment, and AI Accent Neutralization.
“AI Implementation as a Service” means Helpware services for planning, integrating, configuring, and operationalizing AI within the Client’s technology stack and business processes, including workflow redesign, change management, training, monitoring, and optimization.
“Aggregated Data” means data or information derived from Client’s use of the Services that is combined with data from other clients or sources and does not identify Client, any individual, or any specific transaction.
“Authorized User” means an individual (employee, contractor, or agent) whom Client authorizes to access the Helpware AI Services under Client’s account and to whom Client (or Helpware at Client’s request) has supplied a user ID and credentials.
“Beta Services” means any pre‑release, pilot, beta, or evaluation features or services identified by Helpware as such.
“Client” means the organization accepting these Terms, as identified on the applicable Order Form or at registration.
“Client Content” (or “Client Data”) means any data, information, prompts, files, audio/video, transcripts, text, images, metadata, configurations, or other materials that Client or Authorized Users submit to or through the Helpware AI Services, including Input and any content sourced from Client systems.
“Confidential Information” means all non‑public information disclosed by one Party to the other, whether orally, in writing, or through access to the Helpware AI Services, that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business data, Client Content, Output, technical information, security information, pricing, processes, and proprietary materials. Confidential Information does not include information that: (a) becomes public through no breach of these Terms; (b) was already lawfully known to the Receiving Party without obligation of confidentiality; (c) is independently developed without reference to the disclosing Party’s information; or (d) is lawfully obtained from a third Party without confidentiality restrictions.
“Data Processing Addendum” or “DPA” means the data protection addendum executed by the Parties and incorporated by reference, governing Helpware’s processing of Personal Data.
“De‑identified Data” means data from which personal identifiers have been removed and that cannot reasonably be used to identify an individual, Client, or a specific transaction, whether alone or in combination with other data reasonably available.
“Deliverable” means any work product expressly identified in an Order Form as being delivered to Client, excluding Helpware IP.
“Disclosing Party” means the Party that discloses or makes available Confidential Information to the other Party, whether directly or indirectly, and whether in written, oral, visual, electronic, or any other form.
“Documentation” means the then‑current user guides, technical specifications, and support materials for the Helpware AI Services as provided or made available by Helpware.
“Effective Date” means the earlier of (a) the date Client clicks “I agree,” (b) the effective date of the first Order Form incorporating these Terms, or (c) the date Client first uses the Services.
“Fees” means the amounts payable by Client for the Helpware AI Services as set forth in an Order Form.
“Helpware IP” means all software, models, algorithms, agentic workflows, architectures, prompts, templates, documentation, interfaces, designs, processes, know‑how, and other technology or materials owned or licensed by Helpware and used to provide or improve Helpware AI Services.
“Helpware Policies” means Helpware’s written policies referenced in or incorporated into these Terms (e.g., acceptable use, security documentation), as updated from time to time.
“Indemnifying Party” means the Party that is obligated to indemnify, defend, and hold harmless the other Party from a Claim under these Terms.
“Indemnified Party” means the Party that is entitled to indemnification, defense, or reimbursement from the Indemnifying Party under these Terms.
“Input” means any prompt, instruction, query, configuration, or other Client‑submitted content provided to the Services for processing.
“Intellectual Property Rights” or “IP Rights” means all patents, copyrights, moral rights, trademarks, trade secrets, database rights, and other proprietary rights worldwide, whether registered or unregistered.
“MSA” means a Master Services Agreement between Helpware and Client (if any), which may incorporate or reference these Terms.
“Order Form” means a mutually executed ordering document (or online equivalent) that specifies the Services, subscription term, quantities/usage limits, and Fees, and that incorporates these Terms by reference.
“Output” means content, data, text, images, audio, video, transcripts, summaries, recommendations, or other results generated by or returned from Helpware AI Services in response to Input or Client configurations.
“Party” / “Parties” means Helpware and Client individually / collectively.
“Personal Data” means any information relating to an identified or identifiable natural person that is processed by Helpware on behalf of Client in connection with the Services, as further defined in the DPA and applicable data protection laws.
“PHI” means “protected health information” as defined under HIPAA and its implementing regulations.
“Receiving Party” means the Party that receives or obtains Confidential Information from the Disclosing Party, whether directly or indirectly, under these Terms.
“Restricted Party List” means any list of restricted or prohibited Parties maintained by a governmental authority with jurisdiction over the Parties or the Services, including U.S. OFAC’s SDN List and the U.S. Commerce Department’s Entity List (and analogous EU/UK lists).
“Security Incident” means any confirmed unauthorized access to or disclosure of Client Personal Data in Helpware’s possession or control arising from a breach of Helpware’s security leading to accidental or unlawful destruction, loss, alteration, or access.
“Security Measures” means the administrative, technical, and physical safeguards implemented by Helpware to protect the security, confidentiality, and integrity of the Services and Client Data, as described in these Terms and/or Documentation.
“Service Improvements” means enhancements, modifications, corrections, updates, or other improvements to the Services (including those derived from aggregated usage data, operational metrics, or non‑identifying patterns) developed by or for Helpware.
“Subprocessor” means any third Party engaged by Helpware to process Personal Data on Helpware’s behalf in connection with the Services.
“Third‑Party Data” means datasets, content, models, APIs, services, or other materials licensed from or provided by a third Party and made available within or used by the Services.
“Trade Controls” means applicable export, re‑export, anti‑boycott, and economic sanctions laws and regulations (including U.S., EU, and UK regimes) that restrict certain transactions with embargoed countries, territories, or Restricted Parties.
“Training Data as a Service” means Helpware’s collection, curation, synthesis, annotation, labeling, and/or provision of datasets (human‑generated, synthetic, or hybrid) to power Client’s AI models, as specified in an Order Form.
“Trial Period” means any free, limited, or promotional access period to the Services made available by Helpware, as described in writing or on the applicable order page.
“Usage Data” means technical logs, telemetry, performance metrics, usage patterns, and other operational data generated from Client’s or Authorized Users’ interaction with the Services, excluding Client Content and Output.
“Usage Limits” means any quantitative or qualitative limits on use of the Services (e.g., seats, API calls, storage, messages, minutes) set forth in an Order Form or Documentation.