1. Agreement and eligibility
These Terms of Service ("Terms") are an agreement between Cuoral Inc. ("Cuoral", "we", "us") and the person or organisation using Cuoral ("you"). They govern access to and use of cuoral.com, the Cuoral platform, APIs, and related services (the "Service"). If you accept for an organisation, you confirm you have authority to bind it. You must be legally able to enter into this agreement. By creating an account or using the Service, you agree to these Terms and the Privacy Policy.
2. Accounts and access
You must provide accurate account information, keep credentials confidential, and promptly tell us about suspected unauthorised access. You are responsible for activity under your account and for managing user access within your organisation. We may suspend access to protect the Service or users, comply with law, or address a material breach, and will provide notice where reasonably practicable.
3. The Service
Cuoral provides tools for customer support, engagement, workflow automation, analytics, and related functions. Features may change over time. We will use reasonable efforts to keep the Service available, but do not promise uninterrupted or error-free operation. Maintenance, third-party outages, and events outside our reasonable control may affect availability. Any service level commitment must be in a separate written agreement signed by Cuoral.
4. Subscription, fees, and taxes
Plan features, fees, billing frequency, trial terms, renewal, cancellation, and any refund terms will be shown at checkout or in an order form. You authorise Cuoral or its payment provider to charge fees you have agreed to pay using your selected payment method. You are responsible for applicable taxes, excluding taxes on Cuoral’s net income. We will give notice of a fee change before it applies to a renewal, as required by law and the applicable order terms.
5. Acceptable use
You will use the Service lawfully and only for its intended business purpose. You must not: violate another person’s rights or applicable law; send unlawful, deceptive, or unsolicited communications; upload malicious code; probe, disrupt, or bypass Service security; reverse engineer or copy the Service except where law permits; interfere with another customer; resell or provide unauthorised access; or use the Service to develop a competing service. You are responsible for your users’ compliance with these Terms.
6. Customer Data and privacy
You retain your rights in information, content, and materials you submit to the Service ("Customer Data"). You grant Cuoral a limited, worldwide licence to host, copy, transmit, display, and otherwise process Customer Data as needed to provide the features and workflows you enable, provide support, protect the Service, and meet legal obligations, in accordance with your instructions and applicable law. Customer-specific churn models may use anonymized churn outcome information to adjust predictions within your account. This learning is not pooled to train models for other customers and does not use sensitive personal information. Cuoral does not send Customer Data to external AI providers or use it to advertise to your customers. You represent that you have the rights and permissions needed to provide Customer Data and direct its processing. Our Privacy Policy explains our handling of account and website information. Where required, the parties will enter a data processing agreement.
7. Messaging and integrations
You are responsible for the content, recipients, timing, and configuration of messages and workflows you initiate, and for obtaining and recording all notices, permissions, and consents required by applicable privacy, consumer protection, telemarketing, and telecommunications laws. You must honour opt-outs and channel-specific policies. Third-party channels, carriers, and integrations are governed by their own terms; they may change, limit, or discontinue access. Cuoral is not responsible for third-party services or delivery decisions outside our control.
8. Artificial intelligence features
The Service may produce summaries, classifications, predictions, scores, recommendations, or other machine-generated content. Such outputs can be inaccurate or incomplete and are provided as decision support, not professional advice or statements of fact. You must evaluate outputs and maintain appropriate human review, especially before consequential decisions or communications. You are responsible for your use of outputs and workflows and for complying with laws governing automated decision-making.
9. Intellectual property
Cuoral and its licensors retain all rights in the Service, software, designs, documentation, and related intellectual property. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription, subject to these Terms. You grant Cuoral feedback rights to use suggestions without restriction or payment. Nothing transfers ownership of either party’s intellectual property.
10. Confidentiality
Each party may receive non-public information from the other. The receiving party will use it only to perform under these Terms, protect it using reasonable care, and disclose it only to personnel and service providers who need it and are bound by confidentiality obligations. These duties do not apply to information that becomes public without breach, was already lawfully known, is independently developed, or is lawfully received from another source. A party may disclose information when legally required, where permitted after giving notice.
11. Suspension and termination
You may stop using the Service and cancel your subscription through the account controls or by contacting us; cancellation takes effect as stated at checkout or in your order form. Either party may terminate for a material breach that remains uncured 30 days after written notice. Cuoral may suspend or terminate access immediately where required by law, a channel provider, or an urgent security or abuse risk, and will provide notice where reasonably practicable. On termination, your right to use the Service ends. Before termination, use any export features available in the Service or contact us about retrieving Customer Data. We will delete or return Customer Data in accordance with the applicable order form or data processing agreement, our retention practices, and applicable law. Provisions that by their nature should continue will survive termination.
12. Disclaimers
To the maximum extent permitted by law, the Service is provided "as is" and "as available". Cuoral disclaims implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will meet every requirement, be continuously available, or produce accurate results or a particular business outcome. These Terms do not limit warranties or rights that cannot lawfully be excluded.
13. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or data. Cuoral’s total liability arising out of or relating to the Service or these Terms will not exceed the greater of the fees you paid to Cuoral for the Service during the 12 months before the event giving rise to the claim or USD 100. These limits do not apply to liability that applicable law does not allow a party to limit, or to your payment obligations.
14. Indemnification
You will defend and indemnify Cuoral and its personnel against third-party claims, losses, and reasonable costs arising from your Customer Data, your messages or workflows, your breach of these Terms, or your violation of law or another person’s rights. Cuoral will give prompt notice and reasonable cooperation; you may not settle a claim in a way that imposes liability or an admission on Cuoral without our written consent.
15. Changes to the Service or Terms
We may update these Terms as the Service or law changes. For material changes, we will provide reasonable advance notice by email or through the Service where practicable. Changes take effect on the stated date. If you do not agree, stop using the Service and cancel before the change takes effect. The date above identifies the latest revision.
16. General
These Terms, together with any applicable order form, data processing agreement, and Privacy Policy, are the agreement between you and Cuoral concerning the Service; a signed order form or agreement controls where it expressly conflicts with these Terms. If a provision is unenforceable, the rest remains effective. A delay in enforcing a provision is not a waiver. You may not assign these Terms without our consent, except as part of a merger or sale of substantially all assets; Cuoral may assign them to an affiliate or successor. Neither party is liable for delay caused by events beyond its reasonable control. The parties are independent contractors. These Terms do not create third-party beneficiary rights.
17. Governing law and disputes
The governing law and courts for a dispute will be those stated in your order form or other signed agreement with Cuoral. If no signed agreement specifies them, these Terms are governed by Delaware law, without regard to conflict-of-law rules, and the state and federal courts located in Delaware will have exclusive jurisdiction. Before filing a claim, each party will try in good faith to resolve the dispute informally. Either party may seek urgent injunctive relief from a court with jurisdiction. Nothing in this section removes rights that cannot be waived under applicable law.
18. Contact
Questions about these Terms can be sent to team@cuoral.com or by mail to Cuoral Inc., 16192 Coastal Highway, Lewes, Delaware 19958, United States.
