ClearlyIP Legal Docs

AI Voice Assistant Terms of Service

These Terms of Service govern access and use of the AI Voice Assistant services provided by Clearly IP. These Terms supplement Customer’s existing agreement with Clearly IP or, if no separate agreement exists, the Clearly IP SIP Trunking Terms of Service.

  1. Definitions.
    1. “Affiliate” means any entity controlling, controlled by, or under common control with a party.
    2. “AI Voice Assistant” or “AIVA” means interactive voice service offered by Clearly IP which provides interactive audio responses to callers utilizing LLM, STT, TTS, and other system components.
    3. “AIVA Service” means Clearly IP’s AI Voice Assistant service provided pursuant to these Terms.
    4. “Applicable Law” means all laws, regulations, and professional standards applicable to the provision or use of the Services, including healthcare privacy and security laws.
    5. “Caller”, “Callers”, or “Users” means those end-users interacting with the AIVA Service, by telephone, voice interface, text chat interface, SMS, or any other means, including but not limited to those who have initiated calls which connect to the AIVA Service or receive calls which connect with the AIVA Service.
    6. “Clearly IP” means Clearly IP, Inc. and its Affiliates.
    7. “Customer” means the entity ordering AIVA Service.
    8. “Customer Data” means any information provided by Customer in connection with the AIVA Service, including, but not limited to, information to facilitate responses, call transcripts, recordings, call metadata, configuration parameters, uploaded content, linked website content, and data from connected Customer systems.
    9. “Default” means: (i) failure of Customer to pay, or keep current any account for, any undisputed amount due and payable to Clearly IP; (ii) any use of AIVA Service by Customer (or by any user under Customer’s account or control) in violation of the Acceptable Use provisions in these Terms; (iii) any access or use of AIVA Service by Customer (or by any user under Customer’s account or control) in a manner not expressly permitted pursuant to these Terms; or, (iv) any other material breach of these Terms by Customer.
    10. “LLM” means large language models which are models that artificial intelligence systems are trained on that include vast amounts of text data to better understand human language and generate human-like responses. Text data used by LLM Providers to train LLMs may include code, books, articles, websites, and other publicly accessible content.
    11. “LLM Provider” means an entity that provides the software or service used to train LLMs.
    12. “Provider” means a LLM Provider, a STT Provider, a TTS Provider and a third-party provider that provides a necessary service to, for, or on behalf of Clearly IP as part of the AIVA service.
    13. “SIP Trunking Terms of Service” means the terms of service for Clearly IP’s SIP trunking service found at https://www.clearlyip.com/legal/.
    14. “STT” means speech-to-text transcription, which converts spoken audio into written words.
    15. “STT Providers” means one or more entities that provide the software or services used to accomplish STT transcription.
    16. “Terms” means these Terms of Service.
    17. “TTS” means text-to-speech, which is computer-generated audio resembling human speech created using text.
    18. “TTS Providers” means an entity which provides the software or services used to accomplish TTS audio.

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  2. Services.
    1. Description. The AIVA Service is configured by Customer to provide real-time responses to callers, transfer callers, and, if applicable, complete transactions with Customer’s systems. The Customer may contract with Clearly IP to have Clearly IP assist with, draft, or troubleshoot configurations, however, the Customer remains solely responsible for the configuration and compliance with all applicable laws and regulations. The AIVA Service utilizes commercially available LLM Providers, STT Providers, and TTS Providers to recognize caller speech, generate responses based on LLMs as well as Customer’s configuration, and speak to callers.
    2. Services Provided. As long as Customer is not in Default and has an agreement with Clearly IP that is in effect, Clearly IP will provide Customer with the AIVA Service during the service term of that agreement.
    3. Wiki Information. Clearly IP encourages Customer to review the wiki information on AI Voice Assistants at https://kb.clearlyip.com/.
    4. Accounts and Credentials. Customer is responsible for maintaining the confidentiality of account credentials and for all activities under Customer’s account. Customer will promptly notify Clearly IP of any unauthorized access or security incident.
    5. Customer Systems and Cooperation. Customer will provide, at its sole expense, all devices, telephony, internet connectivity, EHR/practice management integrations, and cooperation reasonably necessary for Clearly IP to deliver the AIVA Service, including, but not limited to, allowing access to Customer’s scheduling systems and telephony configurations.

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  3. Third-Party Providers. Customer acknowledges and agrees that Clearly IP may use third-party Providers, including without limitation LLM Providers, STT Providers, TTS Providers, and other third-party service providers, to provide or support the AIVA Service. Customer’s rights and remedies with respect to the AIVA Service are solely against Clearly IP, and no Provider shall have any obligation or liability to Customer, nor shall Customer have any right or claim directly against any Provider, arising out of or relating to the AIVA Service. To the maximum extent permitted by Applicable Law, Clearly IP will not be liable for any failure, degradation, interruption, delay, suspension, or modification of any services provided by a Provider, or for any unavailability of the AIVA Service to the extent caused by any act or omission of a Provider or by changes in a Provider’s services, terms, or policies, in each case to the extent beyond Clearly IP’s reasonable control. Customer will comply with any mandatory terms, conditions, usage policies, or restrictions of Providers that Clearly IP reasonably communicates to Customer or references in writing (including by URL), and Customer will not use the AIVA Service in any manner that would cause Clearly IP to be in breach of its agreements with any Provider.

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  4. Data Use and Storage. Customer grants Clearly IP and its Providers a non-exclusive right to store, process, and use Customer Data solely for: (i) providing, operating, maintaining, supporting, troubleshooting, and securing the AIVA Service; (ii) preventing or addressing security, fraud, abuse, service, or technical issues; (iii) complying with Applicable Law or binding governmental orders; and (iv) improving and developing the AIVA Service and related technologies, including through the creation and use of aggregated and/or de-identified data that does not identify Customer or any individual.

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  5. Data Protection; Role of the Parties. As between the parties, Customer is and shall remain the “controller” (or the equivalent term under Applicable Law) of any personal data contained within Customer Data. Customer is solely responsible for determining the legality of its use of the AIVA Service, including ensuring that its configuration and use of the AIVA Service comply with Applicable Law. Without limiting the foregoing, Customer is solely responsible for providing all required notices and obtaining all required consents, authorizations, and permissions from Callers and any other individuals as necessary for Clearly IP and its Providers to receive, access, store, process, and use Customer Data in connection with the AIVA Service, including for any recording, transcription, analysis, or other processing performed by or on behalf of Clearly IP.

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  6. Data Security and Incident Notification. Clearly IP will implement and maintain commercially reasonable technical, administrative, and organizational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access while such Customer Data is stored in systems controlled by Clearly IP. Upon confirming any unauthorized access to Customer Data stored in systems controlled by Clearly IP that results in a breach of the security of such systems, Clearly IP will notify Customer without undue delay and will provide information reasonably available to Clearly IP to assist Customer in meeting Customer’s own legal or regulatory obligations related to such incident. The foregoing obligations do not apply to, and Clearly IP will have no responsibility for, any security incident or breach to the extent attributable to Customer, Customer’s Users, or any third parties under Customer’s control (including Customer’s vendors, contractors, or service providers), or to Customer’s failure to use the Services in accordance with these Terms.

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  7. Acceptable Use. Customer agrees not to use the AIVA Service in ways that violate laws, infringe the rights of others, or interfere with other Clearly IP users or equipment. Customer is solely responsible for configuring and using the AIVA Service (including call flows, scripts, prompts, opt-out mechanisms, caller ID settings, recording settings, AI-use disclosures, and contact lists) in compliance with all Applicable Law, including laws governing telemarketing, calling and texting, do-not-call rules, consumer protection, privacy, data protection, and call recording or wiretapping (including the TCPA, TSR, FTC Act, DNC registry rules, and state analogs). Clearly IP has no obligation to monitor Customer’s compliance with such requirements or to determine the legal or regulatory requirements applicable to Customer’s use of the AIVA Service. Any use of the AIVA Service that disrupts the integrity or any Clearly IP system or service, or those of its Providers, whether directly or indirectly, is strictly prohibited and could result in immediate termination of the AIVA Service.
    1. No Professional or Medical Advice. Outputs provided to Callers are for information purposes only and cannot constitute professional advice in any field, including without limitation medical, legal, accounting, financial, investment, or psychological advice.
    2. Telemarketing Compliance. Customers must not use the AIVA Service in violation of any applicable laws governing the making and sending of calls and text messages. Relevant laws and regulations include, but are not limited to, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telephone Consumer Protection Act (TCPA), and the rules promulgated by the Federal Communications Commission pursuant to the TCPA, the Federal Trade Commission (FTC) Act, the FTC’s Telemarketing Sales Rule (TSR) and the Do-Not-Call (DNC) registry, state telemarketing laws and federal and state anti-wiretapping or eavesdropping laws. Among other things, these laws and regulations may:
      1. Require Customer to obtain the prior express consent for auto-dialed or prerecorded calls or texts sent or made from the called party;
      2. Require documentation or other support of such consent (which may be required in writing for certain types of calls);
      3. Prohibit altering the caller ID information transmitted with a call or text with the intent to defraud, cause harm, or wrongfully obtain anything of value;
      4. Require Customer to include an automated interactive telemarketing opt-out mechanism available at the outset of the message for prerecorded messages;
      5. Require Customer to include a disclosure of AI voice use at the beginning of the call;
      6. Require Customer to notify parties to the call that their call is being recorded, and, in some cases, seek prior express consent to the call recording and disclose the use of third-party vendors for call analytics;
      7. Prohibit making certain types of calls before 8 a.m. or after 9 p.m. at the called party’s location; and
      8. Prohibit calling a number on the national, state, or organization-specific do-not-call registry.
      9. Document proof of the required level of consent of each consumer contacted.
    3. No Deceptive Use.Customer shall not use the AIVA Service to offer or otherwise make fraudulent goods, services, schemes, or promotions available to others, including make-money-fast schemes, ponzi and pyramid schemes, or for phishing, pharming, harvesting, or similar deceptive practices. Customer may not use any trademarks, service marks, or trade names without the owner’s prior written consent.
    4. AI Use Consent. Customer understands and agrees that laws, rules, or regulations in some jurisdictions may require notice to, or consent from, callers or other affected individuals regarding the use of artificial intelligence technologies. Customer shall be solely responsible for researching, determining, and ensuring compliance with any such legal or regulatory disclosure obligations arising from Customer’s use of the Services.

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  8. Suspension and Termination. Clearly IP may, in its sole discretion and without liability to Customer, immediately suspend or terminate Customer’s access to the AIVA Service, in whole or in part, (a) upon any Default, or (b) if Clearly IP reasonably believes that Customer’s use of the AIVA Service may violate Applicable Law, infringe or misappropriate the rights of any third party, or create an undue legal, regulatory, or security risk for Clearly IP, its Providers, or any third party. Clearly IP may implement such suspension or termination with or without prior notice, provided that Clearly IP will use commercially reasonable efforts to notify Customer promptly following any such action where practicable. Effect of Termination. Termination or expiration of the underlying agreement between Customer and Clearly IP governing the AIVA Service, or of any applicable order form for the AIVA Service, will automatically terminate Customer’s right to access and use the AIVA Service. Upon any termination or expiration of the AIVA Service, all rights and licenses granted to Customer with respect to the AIVA Service will immediately cease; however, those provisions of these Terms which by their nature should survive, including without limitation those relating to data use and storage, indemnification, limitations of liability, warranty disclaimers, and any accrued payment obligations, shall survive such termination or expiration and continue in full force and effect.

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  9. Exclusive Remedy. For any AIVA Services that fail to perform, Clearly IP will, at its expense and sole discretion, repair the AIVA Services to Customer or offset fees as set forth in the applicable AIVA Services order form. CLEARLY IP’S OBLIGATIONS UNDER THIS SECTION CONSTITUTE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, AND CLEARLY IP’S SOLE AND EXCLUSIVE LIABILITY, FOR ANY SERVICES THAT FAIL THE WARRANTIES HEREIN.

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  10. Indemnification. Customer agrees to indemnify, defend and hold harmless Clearly IP, its Affiliates, its officers, directors, employees, agents, and third parties from and against any and all claims, demands, actions, damages, losses, costs, expenses, and liabilities (including reasonable attorneys’ fees) relating to or arising out of or related to Customer’s configuration, use, misuse, or inability to use the AIVA Service, any violation of any terms of this Agreement or Customer’s violation of any rights of a third party (including Callers or other data subjects), or Customer’s violation of any applicable laws, rules or regulations. This indemnification expressly covers any claims, damages, or regulatory fines, penalties, or assessments (including under the TCPA, the TSR, DNC rules, privacy, recording, or AI-disclosure laws, or similar statutes) arising from Customer’s improper, unlawful, or non-compliant use of the AIVA Services, including any claims brought by Callers, data subjects, or regulators. Clearly IP shall have the right, at its option and expense, to assume and control the defense and settlement of any claim subject to Customer’s indemnity obligations hereunder, and Customer shall reimburse Clearly IP for all reasonable defense costs and any settlements or judgments to the extent such amounts are subject to Customer’s indemnity obligations; provided that Clearly IP shall not admit liability on behalf of Customer or agree to any non-monetary relief that is binding on Customer without Customer’s prior consent (not to be unreasonably withheld, conditioned, or delayed).

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  11. Modifications. Clearly IP may modify these Terms from time to time. Any modifications to these Terms will be effective on the first day of the month following the posting of the modified Terms at https://www.clearlyip.com/legal/. Customer should therefore check the site regularly for updated versions of these Terms. Continued use after modifications become effective constitutes acceptance of the Terms as modified.

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  12. Warranty. THE AIVA SERVICE PROVIDED HEREUNDER IS PROVIDED “AS IS” AND “AS AVAILABLE” AND CLEARLY IP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF. CLEARLY IP MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE AIVA SERVICES ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE AIVA SERVICE USE SHALL BE BORNE SOLELY BY CUSTOMER.
     

    CLEARLY IP MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, AND ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. CLEARLY IP IS NOT RESPONSIBLE FOR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICES OR THE INTERNET IN GENERAL.
     
    CLEARLY IP DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH THE USE OF THE AIVA SERVICES OR ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE AIVA SERVICES. CUSTOMER ACKNOWLEDGES THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE AIVA SERVICES ARE AT CUSTOMER’S SOLE RISK AND DISCRETION, AND CLEARLY IP WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER OR CUSTOMER’S PROPERTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMERS FROM CLEARLY IP, ITS EMPLOYEES, OR THROUGH OR FROM THE AIVA SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

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  13. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLEARLY IP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AIVA SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO CLEARLY IP FOR THE AIVA SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION. CUSTOMER’S PAYMENT OBLIGATIONS AND CUSTOMER’S INDEMNITY OBLIGATIONS UNDER THESE TERMS ARE NOT SUBJECT TO THIS LIMITATION OF LIABILITY.

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  14. Governing Law; Venue; Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to the AIVA Service or these Terms, including their formation, interpretation, performance, breach, or termination, will be governed by, and subject to the same venue, forum, and dispute resolution mechanism (including any agreement to arbitrate or waive jury trial) as set forth in the existing written agreement between Customer and Clearly IP. To the extent Customer does not have a separate written agreement with Clearly IP, Customer agrees that these Terms, the AIVA Service, and any dispute, claim, or controversy arising out of or relating thereto shall be governed by and construed in accordance with the laws applicable under Clearly IP’s SIP Trunking Terms of Service (without giving effect to any choice or conflict of law provision or rule), and shall be brought exclusively in the forum specified in Clearly IP’s SIP Trunking Terms of Service. Customer hereby irrevocably submits to the personal jurisdiction of, and venue in, such exclusive forum and waives any objection thereto, including any objection based on inconvenient forum.