Terms of Service

By creating an account, accepting an order, clicking to accept these Terms, or using the Services, you agree to these Terms on behalf of yourself and, if applicable, the organization you represent ("Customer"). You represent that you are at least 18 years old and have authority to bind Customer. If you do not agree, do not use the Services.

A signed cloud service agreement, master services agreement, order form, statement of work, data processing agreement, or other written agreement between Aila and Customer (each, an "Order") may include additional or different terms. If an Order conflicts with these Terms, the Order controls for that Customer and the Services covered by it.

Aila provides a cloud-based call intelligence and workflow platform. Depending on a Customer's subscription and configuration, the Services may include call and audio ingestion, meeting capture, transcription, summaries, CRM data sync, coaching, scoring, quality review, analytics, AI workbench features, mortgage application data extraction, FNMA MISMO file export, APIs, webhooks, and related automations and integrations.

During an active subscription and subject to these Terms, Aila grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for its authorized users to access and use the Services for Customer's internal business purposes. Documentation and product features may change as the Services develop.

Aila will provide commercially reasonable technical support through the channels described in the applicable Order or in the Services. Unless an Order states otherwise, the Services do not include an uptime service-level agreement, service credits, or guaranteed response times.

• Customer is responsible for its users, account activity, configurations, and compliance with these Terms.
• Users must provide accurate account information, keep credentials confidential, use individual accounts, and promptly report suspected compromise or unauthorized access.
• Customer administrators may invite or remove users, set permissions, connect third-party systems, access Customer Content, and make binding account decisions.
• Customer is responsible for removing access when a user no longer needs it and for maintaining appropriate role and permission settings.

"Customer Content" means recordings, transcripts, files, CRM data, borrower or prospect information, prompts, configurations, comments, and other information submitted to, generated for, or transmitted through the Services on Customer's behalf. As between Aila and Customer, Customer owns Customer Content. Aila does not claim ownership of it.

Customer grants Aila and its service providers a limited right to host, copy, transmit, format, display, modify, and otherwise process Customer Content only as needed to provide, secure, maintain, troubleshoot, and support the Services; comply with law; and carry out Customer's authorized instructions.

Customer is responsible for the accuracy, quality, legality, and source of Customer Content. During the subscription, Customer may use the Services' available export and deletion features.

The Services use automated transcription, extraction, summarization, scoring, and artificial intelligence. Outputs may be incomplete, inaccurate, delayed, or unsuitable for a particular purpose. Customer is responsible for reviewing outputs before relying on them, exporting them, uploading them to a loan origination system, sending them to a consumer, or using them for coaching, compliance, credit, pricing, underwriting, employment, or other business decisions.

Aila will not use Customer Content to train general-purpose AI models and will not permit third-party AI providers to use Customer Content to train their general-purpose models unless Customer gives written permission. Aila may use aggregated or de-identified data to evaluate, secure, and improve the Services when it does not identify Customer, users, borrowers, prospects, or other individuals.

Customer may authorize Aila to connect with CRMs, dialers, calendars, meeting platforms, loan systems, APIs, webhooks, and other third-party services. Customer authorizes Aila to access, receive, process, sync, write, and transmit Customer Content through those integrations as configured by Customer or its users.

Third-party services are governed by their own agreements and may change their APIs, permissions, pricing, or availability. Aila is not responsible for third-party outages, errors, security, data handling, or acts and omissions. If an integration changes or becomes unavailable, Aila may modify, suspend, or discontinue it.

Customer and users may not:

• Use the Services or Customer Content in violation of law, another person's rights, or these Terms.
• Access another customer's account or data, bypass access controls, probe for vulnerabilities without written authorization, or interfere with the Services.
• Upload malware, malicious code, unlawful content, or content Customer does not have a right to process.
• Reverse engineer, decompile, copy, resell, sublicense, rent, or use the Services to build a competing product, except where a restriction is prohibited by law.
• Use automated means to scrape or extract the Services except through documented APIs and within applicable limits.
• Use the Services for spam, harassment, deception, unlawful surveillance, discriminatory profiling, or unauthorized high-risk decisions.
• Share credentials, evade usage limits, or misrepresent identity, authority, or affiliation.

Aila and its licensors own the Services, software, documentation, designs, models, workflows, trademarks, and related intellectual property, including improvements and derivative works. Except for the limited right to use the Services, no rights are granted to Customer.

If Customer provides suggestions or feedback, Aila may use it without restriction or compensation, provided Aila does not identify Customer publicly without permission. Aila will not use Customer's name or logo in public marketing without prior written consent.

Each party may receive non-public information that should reasonably be understood as confidential. The receiving party will use that information only to perform or exercise rights under the agreement, protect it using at least reasonable care, and disclose it only to personnel, contractors, advisors, and service providers who need to know it and are bound by appropriate confidentiality obligations.

Confidential information does not include information independently developed without use of the other party's information, lawfully received without restriction, or made public without breach. A party may disclose information when legally required after providing notice, when permitted, and reasonable cooperation to seek protective treatment.

Aila will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content. Aila may use service providers for AI, transcription, data extraction, hosting, database, storage, communications, observability, security, payment, CRM, and dialer functions as needed to provide and support the Services.

Our Privacy Policy explains how Aila handles personal information. If the parties sign a data processing agreement, that agreement controls for the personal data it covers. Customer must contact Aila before submitting personal data governed by the EU GDPR, UK GDPR, or another law requiring a separate data processing agreement or transfer mechanism.

Aila may suspend access if Customer has overdue undisputed fees, creates a material security or legal risk, breaches these Terms, or uses the Services in a way that materially harms Aila, the Services, or another person. When practical, Aila will provide notice and an opportunity to resolve the issue.

Either party may terminate for an uncured material breach after 30 days' written notice, or immediately if the breach cannot be cured, the other party ceases business, or becomes subject to specified insolvency proceedings. Subscription cancellation and non-renewal are governed by Section 4 and any applicable Order.

When the subscription ends, Customer's right to use the Services ends. Upon a valid written request after expiration or termination, Aila will delete Customer Content within 60 days, except for information retained in backups, logs, billing, security, legal, or compliance records, or as otherwise required by law or legitimate recordkeeping needs. Customer should export needed content before access ends.

Each party represents that it has authority to enter into these Terms and will comply with laws applicable to its own performance. Aila warrants that it will not materially reduce the general functionality of paid Services during an active subscription. Customer's exclusive remedy for breach of this warranty is for Aila to use commercially reasonable efforts to restore functionality and, if Aila cannot do so, permit termination of the affected Order with a prorated refund of prepaid unused fees.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, BETA FEATURES, OUTPUTS, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." AILA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AILA DOES NOT GUARANTEE THAT THE SERVICES OR OUTPUTS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR ACCURATE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS OR REVENUE, OR FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

Except for the exceptions below, each party's total cumulative liability arising out of or relating to the Services or these Terms will not exceed the amounts paid or payable by Customer to Aila during the 12 months before the event giving rise to the claim. For claims arising from a party's breach of confidentiality, data-security, or data-protection obligations, the cap is five times that amount.

The caps do not apply to Customer's payment obligations; either party's infringement or misappropriation of the other party's intellectual property; fraud or willful misconduct; indemnification obligations to the extent prohibited from limitation; or liability that cannot be limited by law. These limitations apply regardless of the legal theory and even if a remedy fails of its essential purpose.

Aila will defend Customer against a third-party claim that the paid Services, when used as authorized, infringe that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. Aila may obtain the right to continue use, modify or replace the affected feature, or terminate it and refund prepaid unused fees. This obligation does not apply to claims caused by Customer Content, unauthorized modifications or use, combination with items not supplied by Aila, or continued use after Aila provides a non-infringing replacement.

Customer will defend Aila against third-party claims arising from Customer Content; Customer's failure to obtain required recording, privacy, borrower, consumer, employment, or regulatory notices or consents; Customer's unlawful use of the Services or outputs; or Customer's breach of these Terms, and will pay damages finally awarded or agreed in settlement.

Indemnification requires prompt notice, reasonable cooperation at the indemnifying party's expense, and control of the defense and settlement. A settlement may not admit fault by or impose material non-monetary obligations on the protected party without its consent.

Aila may add, modify, or discontinue features and integrations. Aila may provide beta, preview, or experimental features that can change or be removed at any time and are provided without warranties.

We may update these Terms from time to time. We will post the revised Terms and update the date above. If changes materially reduce Customer's rights during an active paid subscription, we will provide reasonable advance notice when required. Continued use after the effective date of updated Terms constitutes acceptance, except where law or an Order requires a different process.

Delaware law governs these Terms without regard to conflict-of-laws principles. Before filing a claim, each party will provide written notice and attempt in good faith to resolve the dispute informally for at least 30 days.

Any legal action arising out of or relating to these Terms or the Services must be brought exclusively in the state or federal courts located in Delaware, and each party consents to their jurisdiction and venue. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect confidential information, intellectual property, security, or unauthorized access.

• Notices. Notices must be in writing and sent to the applicable Order contact or to the address in Section 20.
• Assignment. Neither party may assign these Terms without the other's consent, except in connection with a merger, reorganization, change of control, or sale of substantially all related assets.
• Independent contractors. The parties are independent contractors and neither may bind the other.
• Force majeure. Neither party is liable for delay caused by events outside its reasonable control, but this does not excuse accrued payment obligations.
• Export controls. Customer will comply with applicable U.S. export-control and sanctions laws.
• Severability and waiver. If a provision is unenforceable, it will be modified only as needed and the remainder will continue. Failure to enforce a provision is not a waiver.
• No third-party beneficiaries. These Terms do not create rights for anyone other than the parties.
• Entire agreement. These Terms, the Privacy Policy, and applicable Orders are the complete agreement regarding the Services and replace prior statements on the same subject.
• Template attribution. Portions of these Terms are adapted from the Common Paper Cloud Service Agreement Standard Terms Version 2.1, licensed under CC BY 4.0.

aila.fyi LLC
2810 N Church St
Wilmington, DE 19802
United States

Email: support@aila.fyi