Last Updated: June 1, 2025
DEFINITIONS
“Account” means the administrative profile created when you register to use the Services, together with all sub-accounts, user seats, credentials, and settings associated with that profile.
“Acceptable Use Policy” or “AUP” means the policy governing permissible and impermissible conduct while using the Services, incorporated into these Terms by reference.
“Aggregated Data” means data or information derived from Customer Content or usage of the Services that has been de-identified and combined with data from other customers so that neither you nor any individual can be identified.
“Beta Features” means any functionality of the Services that Nedzo designates as “beta,” “preview,” “early access,” or a similar label, which may be modified or discontinued at any time.
“Billing Cycle” means the recurring monthly period for which subscription fees are charged, starting on the date your free Trial Period ends (or, if no Trial applies, on the date you first subscribe).
“Business” has the meaning given in Section 1.2 and refers to the company or other legal entity on whose behalf the Services are used.
“Call Minutes” or “Minutes” means the metered units of outbound or inbound call time included with, or otherwise consumed under, a Plan.
“Confidential Information” means any non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including trade secrets, business plans, customer lists, and technical information.
“Customer Communications” means any telephone call, text message, voicemail, e-mail, or other communication initiated, transmitted, or recorded through the Services under your Account.
“Customer Content” means all data, scripts, prompts, audio files, contact lists, text, images, or other materials uploaded to, input into, or generated through the Services by you or your end users.
“Effective Date” means the date identified at the top of these Terms (or, if blank, the earlier of the date you first access the Services or the date you accept an Order Form).
“Enterprise Plan” means the highest-tier subscription plan described on the Nedzo pricing page or in an Order Form, which may allow usage above the standard Minute allocation subject to overage charges.
“Indemnitees” or “Nedzo Parties” means Nedzo LLC, its parent and affiliate companies, and each of their respective officers, directors, employees, agents, contractors, and licensors.
“Minutes Overage” means call usage that exceeds the Minute allocation for a Plan during a Billing Cycle.
“Nedzo Marks” means the “Nedzo” name, logos, product names, service names, designs, and slogans used by Nedzo.
“Nedzo Technology” means the platform, software, source code, algorithms, AI models, telephony infrastructure, documentation, and other technology that comprise or support the Services, and all improvements or derivatives thereof.
“Order Form” means any ordering document, online checkout page, or other written instrument (including renewals and amendments) that references these Terms and sets out the specific Plan, pricing, and other commercial details agreed between you and Nedzo.
“Payment Method” means the credit card, debit card, ACH, or other payment instrument you provide to pay subscription fees, taxes, and overage charges.
“Plan” or “Subscription Plan” means any of the subscription tiers currently offered by Nedzo—Business, Agency, Pro, VIP, and Enterprise—or any successor or replacement plans that Nedzo may introduce.
“Privacy Policy” means the Nedzo privacy statement located at the URL specified in Section 10 (or any successor URL), as updated from time to time.
“Registration Data” means the information you provide during Account creation, such as name, company name, e-mail address, and phone number.
“Services” means Nedzo’s AI-powered voice-calling platform, including its web and mobile applications, APIs, software, documentation, and any related products or services provided by Nedzo.
“Term” has the meaning given in Section 13.1 and refers to the duration of the contractual relationship between you and Nedzo under these Terms.
“Third-Party Components” means open-source or proprietary software components included in the Services and licensed by third parties under their own license terms.
“Third-Party Service” means any application, platform, plug-in, carrier, or other service not owned or controlled by Nedzo that interoperates with the Services at your direction.
“Trial Period” means the one-time, three-day free-trial period described in Section 4.3.
1. ACCEPTANCE OF TERMS
1.1 Binding Agreement
These Terms and Conditions (“Terms”) form a legally binding contract between you and NEDZO LLC, a Delaware limited liability company (“Nedzo,” “we,” “us,” or “our”), governing your access to and use of Nedzo’s AI-powered voice-calling platform, application-programming interfaces, websites, mobile or web applications, and all related products and services (collectively, the “Services”). By accessing or using any portion of the Services—whether through an online interface, an integrated application, or an executed Order Form—you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, each as may be amended from time to time.
1.2 Authority and Capacity
If you use the Services on behalf of a company, organization, or other legal entity (a “Business”), you represent and warrant that: (a) you have full legal authority to bind that Business to these Terms; (b) you are at least eighteen (18) years old and otherwise capable of forming a binding contract; and (c) all information you submit to Nedzo is accurate, current, and complete. In that case, “you” and “your” refer to the Business, and you personally guarantee the Business’s performance of its obligations under these Terms.
1.3 Rejection of Terms; Prohibited Use
If you do not accept these Terms in their entirety, or if you lack the authority or capacity described in Section 1.2, you must not access or use the Services. Any attempted access or use in contravention of this Section is unauthorized and constitutes a material breach of these Terms.
2. SERVICE DESCRIPTION
2.1 Overview
Nedzo is a cloud-based, AI-powered voice-automation platform designed to help businesses streamline and scale outbound and inbound telephone interactions. The Services combine proprietary natural-language models, telephony infrastructure, and workflow tools to create, manage, and analyze human-sounding calls at scale.
2.2 Core Functionality
Subject to these Terms, the Services enable you to:
a. Outbound Automation – Schedule or trigger AI-initiated calls for tasks such as prospect outreach, appointment setting, reminders, payment prompts, and customer-satisfaction surveys.
b. Inbound Handling – Receive calls via dedicated or ported numbers, greet callers with an AI agent, and route or transfer them to live representatives or voicemail.
c. Dynamic Call Flows – Build multi-step conversational flows using Nedzo’s visual designer or API, including branching logic, data look-ups, and integrations with third-party CRMs, calendars, or ticketing systems.
d. Real-Time Transfers & Conferencing – Warm- or cold-transfer callers to specified phone numbers or SIP endpoints, with optional whisper prompts and call recording.
e. Confirmations & Notifications – Send immediate SMS or email confirmations, calendar invites, or webhook callbacks based on call outcomes.
f. Coaching & Training – Generate synthetic “role-play” calls for employee training, quality-assurance scoring, or script compliance reviews.
g. Analytics – View call logs, transcriptions, sentiment scores, keyword flags, and performance dashboards within the web console or via API export.
2.3 User Configuration & Content
You control the prompts, scripts, contact lists, scheduling parameters, and business rules that govern each call (collectively, “Configurations”). Nedzo executes calls strictly according to your Configurations and is not responsible for their legality, accuracy, or effectiveness. You acknowledge that successful call completion and audio quality depend on third-party carriers, networks, and devices outside Nedzo’s control.
2.4 Service Modifications & Updates
We may enhance, update, or modify the Services (including discontinuing or replacing any feature) from time to time. If a change materially diminishes core functionality, we will provide at least thirty (30) days’ advance notice and, if you object, your sole remedy is to cease using the affected feature or terminate the Agreement.
2.5 Beta or Early-Access Features
We may label certain features or functionality as “Beta,” “Preview,” or “Early Access” (“Beta Features”). Beta Features are provided “AS IS,” may be altered or withdrawn at any time without notice, and are excluded from any service-level commitments or warranties set forth in these Terms.
2.6 Service Limitations
a. No Emergency Calling. THE SERVICES ARE NOT A REPLACEMENT FOR TRADITIONAL TELEPHONE SERVICES AND CANNOT BE USED TO PLACE OR RECEIVE EMERGENCY (E.G., “911”) CALLS. You must make alternative arrangements to ensure that your personnel and end users have access to emergency communications.
b. Geographic & Carrier Restrictions. Certain destinations, telephone numbers, or carriers may be blocked or subject to additional fees or regulatory requirements.
c. Fair-Use. To protect platform stability, we may restrict unusually high call volumes or traffic patterns that, in our reasonable judgment, threaten service integrity or violate the Acceptable Use Policy.
2.7 Third-Party Services & Integrations
The Services may interoperate with third-party products or services (“Third-Party Services”), such as CRM systems, calendar platforms, or data providers. Your use of Third-Party Services is governed solely by the terms between you and the relevant provider, and Nedzo disclaims all liability arising from or relating to Third-Party Services.
3. ACCOUNT REGISTRATION
3.1 Eligibility
The Service is offered solely to legal business entities and the individuals who are duly authorized to act on their behalf. By creating an Account, you represent and warrant that (a) you are at least eighteen (18) years of age, (b) you have the authority to bind the business you represent, and (c) all information you submit during the registration process is truthful, current, and complete.
3.2 Registration Data
You agree to:
(a) provide accurate, current, and complete information as prompted by the registration forms (“Registration Data”);
(b) maintain and promptly update the Registration Data to keep it accurate, current, and complete; and
(c) bear all risks of incomplete or outdated Registration Data, including any resulting inability to access or use the Service.
3.3 Account Credentials
You must maintain the confidentiality of your username, password, API keys, and any other credentials (“Credentials”). You are fully responsible for (i) safeguarding those Credentials, and (ii) all activities that occur under your Account, whether or not such activities are authorized by you.
3.4 Business Use Only
Accounts are intended for internal business purposes and may not be used for personal, household, or consumer transactions. You shall not permit any third party, including consumers, to use your Account or the Service except as explicitly permitted in a separate written agreement with us.
3.5 Unauthorized Access or Use
You must immediately notify us at security@nedzo.ai upon becoming aware of any actual or suspected unauthorized access to or use of your Account, Credentials, or the Service. At our request, you agree to cooperate fully in any investigation and to take all steps reasonably necessary to mitigate any security breach.
3.6 Suspension and Termination
We reserve the right, in our sole discretion and without liability to you, to suspend, disable, or terminate your Account (i) if any information you provide is or becomes false, misleading, or incomplete; (ii) if we reasonably suspect unauthorized or fraudulent use of the Service; or (iii) for any violation of these Terms or applicable law.
3.7 Effect of Termination
Upon termination of your Account, all rights granted to you under these Terms will immediately cease, and you must promptly (a) cease all use of the Service, and (b) destroy or return any proprietary information or materials provided by us that are in your possession or control.
3.8 Survival
Sections 3.3, 3.5, 3.6, 3.7, and any payment obligations you have incurred prior to termination shall survive the termination or expiration of your Account.
4. SUBSCRIPTION PLANS & BILLING
4.1 Plan Tiers
We currently offer five (5) subscription tiers (collectively, “Plans”):
a. Business
b. Agency
c. Pro
d. VIP
e. Enterprise
A description of the features, minute allowances, and pricing for each Plan is available on our Website and is incorporated into these Terms by reference. We may add, remove, or modify Plans at any time in our sole discretion, subject to Section 4.8 (Price Changes).
4.2 Monthly Minute Allowance
a. Reset and Non-Accumulation. Each Plan includes a fixed number of usage minutes (“Minutes”) that reset at 00:00 UTC on the first calendar day of each Billing Cycle (defined in Section 4.4). Unused Minutes do not roll over.
b. Overage. Except for Enterprise Plans, usage in excess of the monthly Minute allowance is blocked until the next Billing Cycle. Enterprise subscribers may exceed their allowance and will be charged overage fees at the then-current rates.
c. Monitoring. You acknowledge that we measure usage via our internal systems and reporting shall be conclusive for billing purposes, absent manifest error.
4.3 Free Trial
a. Duration and Scope. New customers are entitled to a one-time, three-day (72-hour) free trial (“Trial Period”) with full access to the features of the selected Plan, subject to the Minute limits of that Plan.
b. Conversion to Paid Subscription. Unless you cancel before the end of the Trial Period, your selected Plan will automatically convert to a paid subscription, and we will charge your Payment Method for the applicable subscription fee.
c. One Trial Per Organization. Free trials are limited to one per legal entity. We may suspend or terminate accounts we reasonably believe are abusing the Trial Period.
4.4 Fees, Billing Cycle, and Payment Method
a. Fees. Subscription fees are stated exclusive of taxes and are payable in the currency indicated at checkout.
b. Billing Cycle. Subscription fees are billed in advance on a monthly basis (“Billing Cycle”) starting on the date the Trial Period ends or, if no Trial Period applies, on the date you first subscribe.
c. Auto-Renewal. Your subscription will automatically renew for successive Billing Cycles unless you cancel in accordance with Section 4.6.
d. Payment Method. You authorize us (and our third-party payment processor) to store your payment credentials and to charge all fees, taxes, and overage charges to the payment method you provide (“Payment Method”).
e. Failed Payments. If a charge is rejected or reversed, we may (i) retry the charge, (ii) suspend or terminate your access to the Service, or (iii) accelerate any unpaid amounts so they become immediately due and payable.
4.5 ALL SALES FINAL – NO REFUNDS
Because we offer a full-feature Trial Period, all subscription purchases are final and non-refundable, including any partial-month periods, downgrades, or unused Minutes. By subscribing, you acknowledge and agree that you are waiving any right to refunds, chargebacks, or credits, except where such waiver is prohibited by applicable law.
4.6 Cancellation and Plan Changes
a. Cancellation. You may cancel your subscription at any time through the in-app billing portal or by emailing support@nedzo.ai. Cancellation prevents further auto-renewal; it does not entitle you to a refund for the current Billing Cycle.
b. Plan Changes (Upgrades or Downgrades)
i. Immediate Effect & Full-Price Charge. Any switch to a different Plan—whether an upgrade or a downgrade—takes effect the moment you confirm the change. At that moment we charge your Payment Method the full monthly fee for the newly selected Plan. We do not prorate fees, issue refunds, or apply credits based on the price or the remaining days in the current Billing Cycle.
ii. Minute Allocation. Upon the Plan change you will (1) retain all unused Minutes from your existing Plan and (2) receive the entire monthly Minute allowance of the new Plan. All accumulated Minutes (old plus new) expire at the end of the current Billing Cycle as described in Section 4.2(a).
iii. Feature Access. Access to the features of the new Plan begins immediately, and features not included in the new Plan are removed at the same time.
5. ACCEPTABLE USE POLICY
The following Acceptable Use Policy (“AUP”) is incorporated into, and forms part of, these Terms. Capitalized terms have the meanings given elsewhere in the Agreement. If you violate this AUP, we may suspend or terminate your Account in accordance with Section 3.6.
5.1 Lawful Use
a. You must use the Service in full compliance with all applicable international, federal, state, and local laws, rules, and regulations, including but not limited to those enforced by the Federal Communications Commission (“FCC”), the Federal Trade Commission (“FTC”), and any foreign or domestic equivalents.
b. You agree that the Service will not be used, in whole or in part, for any purpose that is illegal, fraudulent, harmful, or otherwise prohibited by this AUP.
5.2 Consents and Permissions
a. Prior to initiating any call, text, or other communication (“Contact”) through the Service, you must obtain all legally required consents, approvals, or authorizations from the intended recipient.
b. You represent and warrant that you have (i) documented proof of such consent, and (ii) the legal right to contact each recipient via the modality you choose (voice, SMS, MMS, etc.).
5.3 Prohibited Conduct
You shall not:
1. Upload, transmit, or distribute any content that is unlawful, defamatory, harassing, abusive, obscene, deceptive, or otherwise objectionable.
2. Offer or promote illegal products or services, including but not limited to controlled substances, counterfeit goods, or unlicensed financial services.
3. Impersonate any person or entity or misrepresent your affiliation with any person or entity.
4. Interfere with or disrupt the integrity, security, or performance of the Service or any third-party data contained therein.
5. Use the Service to infringe or misappropriate the intellectual property rights or privacy rights of any third party.
6. Attempt to probe, scan, or test the vulnerability of the Service or circumvent any security or authentication measures.
7. Engage in or facilitate “spam,” bulk unsolicited communications, denial-of-service attacks, or any activity that imposes an unreasonable burden on our infrastructure or on third-party networks.
5.4 Telemarketing & Consumer-Protection Compliance
a. Telephone Consumer Protection Act (“TCPA”). You must comply with all applicable provisions of the TCPA (47 U.S.C. § 227) and its implementing regulations (47 C.F.R. § 64.1200), including restrictions on autodialed and prerecorded calls, opt-out mechanisms, and time-of-day limitations.
b. Do Not Call (“DNC”) Registry. You are solely responsible for (i) verifying whether a phone number appears on any federal, state, or company-specific DNC list, and (ii) honoring all DNC requests within the timeframe required by law.
c. Robocalls and Artificial Voices. If you use automated or artificial/prerecorded voice features, you must provide all disclosures, identify yourself at the start of the call, and offer a clear opt-out option, as required by law.
d. Recordings. Where you record calls, you must secure all participant consent in jurisdictions that require one-party or two-party consent.
5.5 Content and Call Responsibility
You are exclusively responsible for:
1. The substance, timing, frequency, and manner of every Contact you initiate through the Service;
2. Any data, scripts, audio, text, images, or other content you supply (“User Content”); and
3. Procuring and maintaining any third-party equipment, carrier connections, or permissions necessary to use the Service.
5.6 Monitoring, Investigations, and Enforcement
a. We reserve the right, but not the obligation, to monitor your use of the Service for the purpose of operating the Service, ensuring compliance with this AUP, and complying with legal obligations.
b. If we believe, in our sole discretion, that you have violated this AUP, we may (i) issue a warning, (ii) remove or disable access to specific content, (iii) suspend or terminate your Account, (iv) notify affected third parties or law-enforcement authorities, and/or (v) pursue any other remedy available at law or in equity.
c. We are not liable for any loss or damage arising from our exercise of the rights described in this Section 5.6.
5.7 Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your breach of this AUP, (b) your User Content, or (c) any Contact you initiate through the Service.
5.8 Survival
Your obligations under this Section 5 (including indemnification) survive the termination or expiration of the Agreement.
6. CUSTOMER RESPONSIBILITIES & LIABILITY
This Section clarifies the division of risk between you and Nedzo. By using the Service, you acknowledge and agree to the obligations and allocations of liability set out below.
6.1 Sole Responsibility for Communications
a. Exclusive Control. You have exclusive control over, and are solely responsible for, (i) the initiation, content, timing, frequency, and recipients of every telephone call, text message, email, or other communication (“Customer Communications”) sent or made through the Service; and (ii) any data, audio files, scripts, creative assets, or other materials you upload or generate (“Customer Content”).
b. Equipment & Connectivity. You are responsible for procuring and maintaining any hardware, software, internet access, carrier services, or other resources required to use the Service.
6.2 Compliance with Laws
a. Applicable Laws. You must use the Service in strict accordance with all applicable international, federal, state, provincial, and local laws, regulations, and industry standards, including but not limited to the Telephone Consumer Protection Act (“TCPA”), CAN-SPAM Act, Federal Trade Commission (“FTC”) regulations, Federal Communications Commission (“FCC”) regulations, Canada’s Anti-Spam Legislation (“CASL”), the EU e-Privacy Directive, and any foreign or U.S. state consumer-protection, marketing, or privacy laws.
b. Consents & Disclosures. You are solely responsible for obtaining all consents, permissions, and authorizations required to contact each recipient, to record or monitor calls where applicable, and to process any personal data.
c. Do Not Call & Opt-Outs. You must (i) scrub your contact lists against all relevant national and state Do Not Call registries and any internal suppression lists, and (ii) immediately honor any opt-out, unsubscribe, or revocation of consent requests.
d. Record Retention. You are responsible for retaining, in accordance with applicable law, documentation that proves consent, disclosures, and compliance efforts.
6.3 No Liability for Customer Communications
Nedzo does not create, review, or control Customer Content or Customer Communications and has no obligation to do so. We disclaim all liability arising from or related to:
1. the legality, accuracy, or appropriateness of Customer Content;
2. the substance, timing, or recipients of any Customer Communication; and
3. any failure by you to obtain required consents or to comply with applicable laws.
6.4 Indemnification
You agree to defend, indemnify, and hold harmless Nedzo, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers (collectively, “Indemnitees”) from and against any and all third-party claims, actions, proceedings, investigations, damages, losses, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
a. Customer Content or Customer Communications;
b. your breach of Sections 5 (Acceptable Use Policy) or 6 (Customer Responsibilities & Liability);
c. your violation of any law, regulation, or third-party right (including privacy or intellectual-property rights); or
d. the acts or omissions of anyone who gains access to the Service through your Account.
6.5 Procedure for Indemnification
a. Notice. Nedzo will promptly notify you in writing of any claim for which it seeks indemnification (a “Claim”), provided that failure to give prompt notice will not relieve you of your obligations except to the extent you are materially prejudiced.
b. Defense. You will assume control of the defense and settlement of the Claim with counsel reasonably acceptable to Nedzo. Nedzo may participate in the defense with its own counsel at its own expense.
c. Settlement. You may not settle any Claim without Nedzo’s prior written consent if the settlement (i) admits wrongdoing by Nedzo, (ii) imposes monetary liability on Nedzo that you do not fully fund, or (iii) imposes non-monetary obligations on Nedzo.
6.6 Survival
Your obligations under this Section 6 survive termination or expiration of the Agreement and apply to any Claim based on actions or omissions occurring at any time during your use of the Service.
7. DISCLAIMER OF WARRANTIES
7.1 “AS IS” / “AS AVAILABLE.”
The Services, all Beta Features, any related documentation, and all outputs— including audio files, transcripts, analytics, or reports—are provided on an “AS IS,” “AS AVAILABLE,” and “WITH ALL FAULTS” basis. To the fullest extent permitted by applicable law, Nedzo expressly disclaims all warranties and representations of any kind, whether express, implied, statutory, or otherwise, including but not limited to:
• any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy of data, or non-infringement;
• warranties arising from course of dealing, course of performance, or usage in trade; and
• warranties that the Services will be continuous, uninterrupted, timely, secure, error-free, virus-free, or free of harmful components.
7.2 No Performance Guarantee.
Nedzo makes no warranty that: (a) the Services will meet your business objectives or yield any particular commercial result; (b) call completion rates, audio quality, or carrier connectivity will satisfy specific thresholds; or (c) the conversational outputs generated by the Service will be correct, complete, or suitable for your intended use.
7.3 Third-Party Dependencies.
The Services rely on third-party networks, carriers, device manufacturers, operating systems, internet service providers, and cloud infrastructure. Nedzo is not responsible for any acts or omissions of such third parties, or for events outside Nedzo’s reasonable control, that may cause delays, service degradations, or failures.
7.4 No Advice or Information.
No oral or written advice, training, or information provided by Nedzo, its employees, or its representatives shall create any warranty not expressly stated in these Terms. You assume sole responsibility for all Customer Content, Configurations, and business decisions made in reliance on the Services or any output therefrom.
7.5 Jurisdictional Limitations.
Some jurisdictions do not allow the exclusion of certain warranties. To the extent such laws apply and cannot be lawfully disclaimed, Nedzo limits the duration and scope of any required warranty to the minimum period and scope permitted by law.
8. LIMITATION OF LIABILITY
8.1 Excluded Damages
To the maximum extent permitted by law, in no event shall Nedzo, its affiliates, licensors, or service providers (collectively, “Nedzo Parties”) be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages of any kind, nor for any loss of profits, revenue, business, goodwill, data, or use, nor for the cost of procuring substitute goods or services, arising out of or in connection with these Terms or the Services, whether based on contract, tort (including negligence), strict liability, or any other legal theory—even if a Nedzo Party has been advised of, or should have foreseen, the possibility of such damages.
8.2 Aggregate Liability Cap
The aggregate liability of all Nedzo Parties for all claims arising out of or relating to these Terms or the Services shall not exceed the total amount of subscription fees actually paid by you to Nedzo under these Terms during the twelve (12)-month period immediately preceding the event giving rise to the first such claim.
8.3 Basis of the Bargain
You acknowledge that the disclaimers and limitations of liability set forth in this Section 8 are fundamental elements of the agreement between you and Nedzo. The pricing and availability of the Services reflect this allocation of risk, and Nedzo would not be able to provide the Services on the same economic terms without these limitations.
8.4 Multiple Claims; Time Limitation
Multiple or successive claims will not enlarge the liability cap set forth in Section 8.2. Any claim arising out of or relating to the Services must be brought within one (1) year after the cause of action accrues, or such claim is permanently barred.
8.5 Non-Excludable Liability
Nothing in these Terms limits or excludes liability for (a) death or personal injury caused by a Nedzo Party’s gross negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability that cannot be limited or excluded under applicable law. If the law of your jurisdiction does not allow the exclusion or limitation of certain damages, the above exclusions and limitations shall apply to the fullest extent permitted by law.
9. INDEMNIFICATION
9.1 Scope of Your Indemnity
You agree to defend, indemnify, and hold harmless Nedzo LLC, its parent and affiliated companies, and each of their respective officers, directors, employees, contractors, and agents (collectively, the “Nedzo Parties”) from and against any and all third-party claims, demands, actions, investigations, or proceedings, and all resulting liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ and experts’ fees) (collectively, “Claims”) arising out of or relating to:
a. Your access to or use of the Services, including any Customer Communications, recordings, or data transmissions;
b. Your breach or alleged breach of these Terms, the Acceptable Use Policy, or any other Nedzo policy incorporated by reference;
c. Your violation of any applicable law, regulation, or industry standard (including telemarketing, privacy, or consumer-protection laws such as the TCPA or Do Not Call rules);
d. Your infringement or misappropriation of any intellectual-property, proprietary, or privacy right of a third party; or
e. The content, timing, legality, or recipients of any call, text, voicemail, email, or other communication that you—or anyone acting under your Account—initiates or transmits through the Services.
9.2 Indemnification Procedure
a. Notice. Nedzo will give you prompt written notice of any Claim for which it seeks indemnification; however, Nedzo’s delay or failure to provide notice will not relieve you of your obligations except to the extent you are materially prejudiced.
b. Control of Defense. You will assume sole control of the defense and settlement of the Claim with counsel reasonably acceptable to Nedzo. Nedzo may participate in the defense with counsel of its own choosing at its own expense.
c. Cooperation. Nedzo will reasonably cooperate with you, at your expense, in defending or settling the Claim and will provide all information and assistance reasonably requested.
d. Settlement Restrictions. You may not settle any Claim without Nedzo’s prior written consent if the settlement (i) imposes injunctive or other non-monetary relief on Nedzo, (ii) imposes monetary liability on Nedzo that you do not fully fund, or (iii) admits fault or wrongdoing by Nedzo.
9.3 Exclusive Remedy
Your obligations under this Section 9 are in addition to, and not in lieu of, any other indemnification obligations set forth elsewhere in these Terms. The indemnification rights and remedies of the Nedzo Parties under this Section 9 are the sole and exclusive remedies for any third-party Claim covered by this Section.
10. DATA PRIVACY
10.1 Privacy Policy Incorporated
Our separate Privacy Policy—available at https://go.nedzo.ai/privacy and incorporated herein by reference—explains in detail how we collect, use, disclose, and protect information. By using the Services, you acknowledge that you have read and understand the Privacy Policy.
10.2 Categories of Data We Collect
a. Account & Contact Data: Name, business name, email address, mailing address, phone number, and authentication credentials.
b. Payment Data: Billing address, card details (tokenized and stored by our PCI-DSS–certified payment processor), tax-ID numbers, and transaction history.
c. Service Usage Data: Call metadata (time, duration, caller/callee numbers, carrier routing data), audio recordings, transcriptions, call outcomes, and configuration settings.
d. Device & Log Data: IP address, browser type, operating system, referring URLs, and diagnostic logs.
e. Cookie & Analytics Data: Identifiers collected via cookies, pixels, or similar technologies to analyze performance, remember preferences, and detect abuse.
10.3 Purposes of Processing
• We process the above data solely to:
• Provide, maintain, and support the Services;
• Authenticate users and secure accounts;
• Facilitate billing, collections, and fraud prevention;
• Display accurate caller ID information and participate in industry spam-prevention registries;
• Monitor, analyze, and improve Service performance and user experience;
• Comply with legal obligations, enforce our policies, and resolve disputes.
10.4 No Sale of Personal Data
We do not sell, rent, or otherwise monetize customer or contact data to third parties. Disclosures occur only (a) to subprocessors that help us deliver the Services under written confidentiality and data-protection obligations, (b) as required by law or court order, or (c) with your explicit direction.
10.5 Cookies & Similar Technologies
We use first- and third-party cookies, SDKs, and analytics tools (e.g., Google Analytics) to understand aggregate usage and to personalize features. You can manage cookie preferences through your browser settings and as described in our Cookie Notice.
10.6 Security Measures
Nedzo employs industry-standard administrative, technical, and physical safeguards, including encryption in transit and at rest, access controls, multi-factor authentication, and routine penetration testing. Despite these measures, no Internet transmission or storage system is guaranteed to be 100 % secure; you use the Services at your own risk.
10.7 International Transfers
Where personal data is transferred outside its country of origin, we rely on an approved legal mechanism such as the EU Standard Contractual Clauses or the UK International Data Transfer Agreement. By using the Services, you consent to such cross-border transfers.
10.8 Data Retention & Deletion
We retain personal data for as long as necessary to (i) provide the Services, (ii) comply with our legal obligations, (iii) resolve disputes, and (iv) enforce our agreements. Upon written request or termination of your account, we will delete or anonymize your data within thirty (30) days unless retention is legally required.
10.9 Customer Responsibilities
You are solely responsible for:
• Obtaining all legally required consents from call recipients and other data subjects;
• Providing your own privacy notices to your end users and contacts;
• Configuring the Service so that sensitive data (e.g., health information, payment card numbers, or government IDs) is not recorded unless you have legal authority to do so; and
• Responding to data-subject access, deletion, or opt-out requests relating to Customer Content that you control.
10.10 Data Subject Rights
Individuals may have rights to access, correct, delete, or restrict processing of their personal data. Requests sent to support@nedzo.ai will be honored in accordance with applicable law and—where the request concerns Customer Content—may be forwarded to you for action.
11. INTELLECTUAL PROPERTY
11.1 Nedzo Ownership
a. Platform and Software. The Services, including all underlying software, source code, algorithms, models, user interfaces, design assets, documentation, databases, compilations, and any enhancements or derivatives thereof (collectively, the “Nedzo Technology”), together with all worldwide intellectual-property rights therein and thereto, are and shall remain the exclusive property of Nedzo LLC and its licensors.
b. Marks. “Nedzo,” the Nedzo logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Nedzo or its affiliates (“Nedzo Marks”). You may not use the Nedzo Marks without our prior written consent.
11.2 Limited License to You
Subject to your continuous compliance with these Terms, Nedzo grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license during the Term to access and use the Nedzo Technology solely for your internal business purposes, in accordance with the accompanying documentation and any usage limitations set forth in your selected Plan.
11.3 Restrictions
You shall not, and shall not allow any third party to:
1. copy, modify, translate, or create derivative works of the Nedzo Technology;
2. disassemble, reverse engineer, decompile, decode, or attempt to discover any source code or trade secrets underlying the Nedzo Technology, except to the extent such restrictions are expressly prohibited by applicable law;
3. remove, alter, or obscure any copyright, trademark, or other proprietary notices;use the Nedzo Technology to develop or offer a competing product or service; or
4. resell, lease, lend, sublicense, or otherwise make the Nedzo Technology available to any third party except as expressly permitted by these Terms.
11.4 Your Content; License to Nedzo
a. Customer Content Defined. “Customer Content” means all data, audio files, scripts, prompts, contact lists, text, images, and other materials that you or your end users upload to, input into, or generate through the Services.
b. Ownership. As between you and Nedzo, you retain all right, title, and interest in and to Customer Content, subject to any third-party rights you may have obtained.
c. License to Nedzo. You grant Nedzo and its subcontractors a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to host, store, reproduce, transmit, display, process, transform, distribute, and otherwise use Customer Content solely as necessary to (i) provide, maintain, and improve the Services; (ii) comply with legal obligations; and (iii) enforce these Terms.
11.5 Aggregated & Anonymized Data
Nedzo may collect and use information derived from Customer Content and your use of the Services in aggregated, de-identified, or anonymized form (“Aggregated Data”) for legitimate business purposes, including analytics, benchmarking, and product development, provided that such Aggregated Data does not identify you or any individual.
11.6 Feedback
If you provide Nedzo with any ideas, suggestions, enhancements, requests, recommendations, or other feedback about the Services (“Feedback”), you grant Nedzo a perpetual, irrevocable, worldwide, royalty-free, and fully sublicensable right to use and exploit that Feedback in any manner without restriction or obligation to you.
11.7 Third-Party Components
The Services may incorporate third-party or open-source software components (“Third-Party Components”). Use of Third-Party Components is subject to the license terms accompanying those components. In the event of a conflict between such terms and these Terms, the third-party license shall control solely with respect to the Third-Party Component.
11.8 Reservation of Rights
Except for the limited rights expressly granted to you in this Section 11, Nedzo and its licensors reserve all rights, title, and interests in and to the Nedzo Technology and Nedzo Marks. No rights are granted by implication, estoppel, or otherwise.
12. THIRD-PARTY INTEGRATIONS
12.1 Optional Integrations
The Services may interoperate with or provide links to third-party applications, platforms, plug-ins, telephony carriers, calendar tools, customer-relationship-management (CRM) systems, data-enrichment providers, payment gateways, or other software and services that are not owned or controlled by Nedzo (“Third-Party Services”). Use of any Third-Party Service is optional and initiated solely at your direction.
12.2 Authorization to Access & Exchange Data
By enabling or authorizing an integration, you:
a. Instruct Nedzo to exchange Customer Content and other data (including personal data) with the applicable Third-Party Service as necessary to facilitate the integration;
b. Confirm that you have obtained all rights, consents, and authorizations required to provide such data to Nedzo and the Third-Party Service; and
c. Acknowledge that the Third-Party Service may access, use, store, or transfer data outside of Nedzo’s control and that Nedzo is not responsible for any resulting loss, disclosure, or misuse.
12.3 Independent Relationship
Third-Party Services are provided exclusively by the third-party provider under its own terms of service, privacy policy, and service-level commitments (“Third-Party Terms”). Those Third-Party Terms constitute a separate agreement between you and the provider; Nedzo is not a party to, nor liable under, that agreement.
12.4 Disclaimer of Liability
Nedzo does not endorse, warrant, or support any Third-Party Service and expressly disclaims all liability arising from or relating to:
• the availability, performance, security, or functionality of Third-Party Services;
• any acts or omissions of third-party providers; or
• any damages, losses, or claims caused by your use of—or reliance on—Third-Party Services.
12.5 Changes or Discontinuation
Third-Party Services may change, suspend, or discontinue at any time. Nedzo may modify or disable an integration without liability if the Third-Party Service (i) ceases to make its features publicly available on reasonable terms, (ii) presents a security or legal risk, or (iii) materially degrades the performance of the Nedzo platform.
12.6 Data Security & Privacy
Once data is transferred to a Third-Party Service, it is governed solely by that provider’s privacy and security practices. Nedzo has no obligation to monitor, audit, or enforce a Third-Party Service’s compliance with data-protection laws or contractual commitments.
12.7 Indemnification
Your obligations to indemnify Nedzo under Section 9 extend to Claims arising from or relating to (a) your use of any Third-Party Service, or (b) your breach of any Third-Party Terms.
13. TERMINATION
13.1 Term of Agreement
These Terms remain in effect from the earlier of (a) the date you first access the Services or (b) the date you accept an Order Form, and continue until terminated in accordance with this Section 13 (the “Term”).
13.2 Termination by You (Convenience)
You may terminate these Terms for any reason by (i) canceling your subscription through the in-app billing portal or (ii) providing written notice to support@nedzo.ai. Termination will take effect at the end of your current Billing Cycle. All fees already paid or then-due for that Billing Cycle are non-refundable.
13.3 Termination or Suspension by Nedzo
Nedzo may suspend or terminate your access to all or any part of the Services immediately upon notice if:
1. you materially breach these Terms (including non-payment, violation of the Acceptable Use Policy, or infringement of intellectual-property rights);
2. your use of the Services creates a legal, regulatory, or security risk for Nedzo or any third party; or
3. we are required to do so by law, court order, or a governmental or regulatory authority.
13.4 Effect of Termination
a. Cessation of Rights. Upon the effective date of termination, all licenses and rights granted to you under these Terms immediately cease, and you must stop all use of the Services.
b. Outstanding Fees. All accrued but unpaid fees, including any overage charges, become immediately due and payable.
c. Data Deletion. Nedzo will delete or anonymize Customer Content within thirty (30) days after termination, except to the extent retention is required by law or needed to resolve a dispute.
d. No Refunds. Except as expressly provided in Section 13.3(b), all payments are non-refundable and non-creditable, even if Services are suspended or terminated prior to the end of a Billing Cycle.
13.5 Survival
The following Sections survive termination or expiration of these Terms: 1.3 (Rejection of Terms; Prohibited Use), 3.3 (Account Credentials), 4.2(b) (Overage), 4.4 (Fees, Billing Cycle, and Payment Method), 4.5 (ALL SALES FINAL – NO REFUNDS), 5 (Acceptable Use Policy), 6 (Customer Responsibilities & Liability), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnification), 10 (Data Privacy) as applicable, 11 (Intellectual Property), 12 (Third-Party Integrations), 13.4–13.5 (Effect of Termination; Survival), and any other provision that by its nature should survive.
14. GOVERNING LAW; VENUE
14.1 Choice of Law
These Terms and any dispute, claim, or controversy arising out of or relating to them, the Services, or the relationship between the parties (whether sounding in contract, tort, statute, or otherwise) will be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws rules or principles that would result in the application of the laws of any other jurisdiction.
14.2 Binding Arbitrating; Class-action waiver
a. Agreement to Arbitrate. Except as expressly provided in Section 14.3 (Injunctive Relief) or as otherwise required by applicable law, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between the parties (collectively, a “Dispute”) shall be resolved exclusively by final, binding arbitration rather than in court.
b. Federal Arbitration Act. The parties acknowledge that these Terms evidence a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), governs the interpretation and enforcement of this Section 14.2.
c. Administrator and Rules. Arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where applicable, its Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”), each in effect at the time the arbitration is initiated and incorporated herein by reference. If the AAA is unavailable, the parties shall mutually select an alternative administrator that offers procedures comparable to the AAA Rules.
d. Seat and Conduct of Arbitration. Unless the parties agree otherwise, the arbitration shall be conducted:
(i) by a single, neutral arbitrator experienced in commercial and technology matters;
(ii) in Wilmington, Delaware, U.S.A., or, at the election of the party initiating arbitration, by videoconference or documents-only proceedings to the maximum extent permitted by the AAA Rules; and
(iii) in the English language.
e. Small-Claims Exception. Either party may elect to pursue an individual claim in a court of competent jurisdiction (including small-claims court) so long as the claim is within that court’s jurisdictional limits and is pursued on an individual, non-class basis.
f. Class-Action and Jury-Trial Waiver. THE PARTIES AGREE THAT ANY ARBITRATION (OR PERMITTED COURT ACTION) UNDER THIS SECTION SHALL TAKE PLACE ONLY ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE-ATTORNEY-GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL.
g. Arbitrator’s Authority and Award. The arbitrator shall have exclusive authority to resolve all Disputes, including any question regarding arbitrability. The arbitrator may award any relief available under applicable law but may not award relief to, or on behalf of, any person who is not a named party. The arbitrator’s award shall be in writing, state the essential findings and conclusions on which the award is based, and shall be final and binding on the parties, subject only to limited judicial review under the FAA. Judgment on the award may be entered in any court having jurisdiction.
h. Confidentiality. Except to the extent required by law, the parties shall keep confidential the existence of the arbitration, the arbitration proceedings, and the arbitrator’s award, including all documents and information disclosed in the course of the arbitration.
i. Fees and Costs. Payment of filing, administration, and arbitrator fees shall be governed by the AAA Rules. If the value of the relief sought is USD $75,000 or less, Nedzo will pay all filing and arbitrator fees unless the arbitrator determines that your claims are frivolous or brought for an improper purpose. Each party shall otherwise bear its own attorneys’ fees and costs.
j. Opt-Out Right. You may opt out of this arbitration agreement by sending a written notice of your decision to opt out to legal@nedzo.ai (or the postal notice address in Section 16.7) within thirty (30) days after the Effective Date. Your notice must include your full legal name, company name (if applicable), the e-mail address associated with your Account, and a clear statement that you decline this arbitration agreement.
k. Severability. If any portion of this Section 14.2 is found to be unenforceable or unlawful, that portion shall be severed, and the remainder shall remain in full force and effect, provided that the severance does not render the waiver of class-action claims unenforceable; if that occurs, the entire Section 14.2 shall be deemed unenforceable.
14.3 Injunctive Relief
Nothing in this Section limits either party’s right to seek equitable or injunctive relief in any court of competent jurisdiction to prevent actual or threatened misuse of its intellectual-property or confidential information.
14.4 Jury-Trial Waiver
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING—IN LAW OR EQUITY—ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
14.5 Compliance with Laws
Regardless of the governing law, you must at all times comply with all laws and regulations that apply to your use of the Services, including export-control, economic-sanctions, and anti-boycott laws.
15. CHANGES TO TERMS
15.1 Right to Modify
Nedzo may revise or update these Terms from time to time to reflect changes in the law, our business practices, or the features of the Services. We will post the revised Terms on our website and update the “Effective Date” at the top of the document.
15.2 Notice of Material Changes
If a revision materially affects your rights or obligations, we will provide advance notice by e-mail to the billing or account-administrator address on file and/or by an in-app banner or pop-up. Unless a shorter period is required by law or to address an urgent security, compliance, or legal issue, material changes will become effective no sooner than thirty (30) days after we provide such notice (“Notice Period”).
15.3 Acceptance by Continued Use
Your continued access to or use of the Services after the effective date of any change constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, your sole remedy is to discontinue use of the Services and, if applicable, cancel your subscription before the end of the Notice Period.
15.4 Order-Form Precedence
If you have a separately executed Order Form or written agreement with Nedzo that expressly amends or supersedes specific provisions of these Terms, those negotiated terms will control solely with respect to the subject matter of the Order Form. All non-conflicting provisions of these Terms will remain in full force and effect.
16. MISCELLANEOUS
16.1 Entire Agreement
These Terms, together with any Order Form or addendum that expressly references and modifies them, the Acceptable Use Policy, and the Privacy Policy, constitute the entire agreement between you and Nedzo regarding the subject matter hereof and supersede all prior or contemporaneous understandings, negotiations, and proposals, whether oral or written.
16.2 Severability
If any provision of these Terms is held by a court of competent jurisdiction to be unlawful or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
16.3 Waiver
No failure or delay by either party in exercising any right, power, or remedy under these Terms operates as a waiver of that or any other right, power, or remedy. A waiver is effective only if it is in writing and signed by the party granting the waiver.
16.4 Assignment
You may not assign, delegate, or transfer these Terms, or any rights or obligations herein, whether by operation of law or otherwise, without Nedzo’s prior written consent. Any attempted assignment in violation of this Section is void. Nedzo may freely assign or transfer these Terms without restriction.
16.5 Force Majeure
Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, terrorism, labor disputes, war, civil disturbance, governmental action, Internet or telecommunication failures, or power outages.
16.6 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, fiduciary, or employment relationship between the parties.
16.7 Notices
Except as otherwise specified, notices under these Terms must be in writing and will be deemed given (a) when delivered personally; (b) one business day after being sent by a reputable overnight courier; or (c) five business days after being mailed by certified U.S. mail, return receipt requested. Nedzo may also provide legal notices to the email address associated with your account; such email notice is deemed given when sent. Notices to Nedzo must be sent to:
NEDZO LLC
Attn: Legal Department
254 Chapman Rd, Ste 208 #15526
Newark, DE 19702, United States
16.8 Export Compliance
You may not use, export, or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services were obtained. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S.-embargoed country or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons or Entity List.
16.9 Headings; Interpretation
Headings are for convenience only and do not affect interpretation. “Including” and similar terms mean “including without limitation.” References to “days” mean calendar days unless expressly stated otherwise.
16.10 No Third-Party Beneficiaries
Except for the Nedzo Parties under Section 9 (Indemnification), no third party has any rights under these Terms.
17. CONTACT INFORMATION
If you have any questions about these Terms, the Services, or your account, please contact us using one of the methods below:
NEDZO LLC
Attn: Support / Legal
254 Chapman Rd, Ste 208 #15526
Newark, Delaware 19702
United States
Email: support@nedzo.ai
We endeavor to respond to all legitimate inquiries within two (2) business days.
By using Nedzo Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
