InterviewerAI — Terms of Service (Cloud Service Agreement)

DRAFT — NOT LEGAL ADVICE. Prepared 2026-07-04 for counsel review. Do not publish
or rely on this document until it has been reviewed and approved by a qualified lawyer.
Structure follows the Common Paper Cloud Service Agreement pattern (Cover Page key
terms + Standard Terms) so counsel can diff against a known baseline.

Version marker: 2026-08-05 — clickwrap acceptances are stamped with this version
(TOS_VERSION in src/lib/legal/tos.ts must match; bump BOTH on any material change).

Part 1 — Cover Page (Key Terms)

**The Cloud Service is not offered as a HIPAA-covered service and no BAA is available

today; see the Trust Page.**

Part 2 — Standard Terms

1. The Cloud Service

1.1 Access. Subject to this Agreement, Provider grants Customer a non-exclusive,

non-transferable right to access and use the Cloud Service during the Subscription

Period for Customer's internal business purposes, including conducting surveys and

interviews with respondents.

1.2 Users. Customer may enable team members up to the seat limits of its plan.

Customer is responsible for its users' compliance with this Agreement and for

maintaining the confidentiality of API keys and login credentials.

1.3 Respondents. Respondents (survey participants) are not parties to this

Agreement. Customer is solely responsible for its relationship with respondents,

including lawful basis, consent, notices, and incentives, as further described in the

DPA and Panel & Incentive Disclaimers.

1.4 No SLA on self-serve plans. The Cloud Service is provided on an "as available"

basis for all self-serve plans (including free tiers and pay-per-launch purchases).

Provider does not commit to any uptime percentage, maintenance windows, or support

response times on these plans. Provider applies the same security architecture to all

plans; availability and support commitments, where offered at all, exist only in a

signed enterprise Order Form.

1.5 Eligibility. Accounts may be created and operated only by persons who are 18

years of age or older and who are acting for business purposes, on their own behalf or

on behalf of an organization. The signup flow requires affirmative confirmation of

both.

2. Usage Caps, Metering, and Fair Use

2.1 Metered service. Plans include stated allowances (e.g., completes, voice

minutes, imports, translations, seats). Usage is metered by the platform; the meters

in Provider's billing system are authoritative absent manifest error.

2.2 Caps. When Customer reaches a cap, the affected capability may be paused,

degraded (e.g., voice interviews falling back to text), or made available as a paid

overage, as described on the pricing page. Provider will use reasonable efforts to

avoid interrupting respondent sessions already in progress.

2.3 Changes. Provider may adjust allowances, meters, and free-tier limits

prospectively with notice via the dashboard, changelog, or email. Changes do not

retroactively affect quantities already purchased.

2.4 Fair use. Automated, abusive, or anomalous consumption patterns (including

LLM/voice meter abuse described in the AUP) may be

throttled or suspended under Section 8.

3. Customer Data and Respondent Data

3.1 Ownership. As between the parties, Customer owns all Customer Data,

including survey configurations, questionnaires, stimuli, and all respondent data

(responses, transcripts, audio recordings, and derived analyses) collected through

Customer's projects.

3.2 License to Provider. Customer grants Provider a limited, non-exclusive license

to host, process, transmit, and display Customer Data solely (a) to provide and secure

the Cloud Service, (b) to comply with law, and (c) as otherwise instructed by Customer.

3.3 Provider as processor. For respondent personal data, Customer is the

controller and Provider is the processor under the DPA, which governs in

case of conflict with this Section for personal-data matters.

3.4 Usage telemetry. Provider may collect and use technical and usage data about

the operation of the Cloud Service (e.g., feature usage, performance metrics, model

token counts) to operate, secure, improve, and bill for the Cloud Service, and may use

such data in aggregated or de-identified form that does not identify Customer or any

respondent.

3.5 No training on Customer Data. Provider does not use Customer Data or

respondent data to train generalized machine-learning models, and Provider's AI

subprocessors are engaged under terms that prohibit training on API data

(see SUBPROCESSORS.md).

3.6 Export and deletion. Customer may export its data at any time through the

platform's export features. Upon termination, Customer has a 30-day window to export,

after which Provider will delete Customer Data in accordance with the DPA and the

retention schedules in the Privacy Policy, except where

retention is required by law. For clarity, the 30-day export window runs first;

deletion then follows the per-category schedules in DPA Section 9.2.

4. Fees and Payment

4.1 Fees. Customer will pay the fees for the plan and usage it selects, at the

prices displayed at the time of purchase. Prices for future purchases may change;

price changes take effect prospectively for new purchases and, for subscriptions, at

the next renewal following notice.

4.2 Payment method. Fees are payable at checkout by payment card via Stripe, Inc.,

Provider's payment processor (card details are collected and processed by the payment

processor; Provider never stores full card numbers), or by invoice where agreed in

writing. Subscriptions renew automatically each Subscription Period until cancelled;

cancellation takes effect at the end of the then-current period.

4.3 Taxes. Fees exclude taxes. Customer is responsible for applicable sales,

use, VAT, GST, and similar taxes, other than taxes on Provider's income.

4.4 Pass-through costs are not Provider fees. Panel provider costs and respondent

incentive funding are paid by Customer directly to the relevant third parties and are

never collected or held by Provider; where reward-tier instructions transit the

platform they are transmitted to Customer's own incentive-provider account as a

technical conduit only

(see Panel & Incentive Disclaimers).

4.5 Non-payment. Provider may suspend the affected organization under Section 8

for amounts overdue after notice.

5. Acceptable Use

Customer will comply with the Acceptable Use Policy.

Material or repeated AUP violations are grounds for suspension or termination under

Sections 8 and 9. Customer is responsible for the content of its surveys and stimuli

and for ensuring its use of the Cloud Service (including any collection of sensitive

or special-category data) is lawful.

6. Beta and Pre-Release Features

Features identified as beta, preview, or experimental are provided AS IS, may be

changed or withdrawn at any time, may be subject to separate limits, and are excluded

from any warranty in this Agreement.

7. Intellectual Property

7.1 Provider retains all rights in the Cloud Service, its software, models of

operation, YAML configuration schema, documentation, and all improvements. No rights

are granted except as expressly stated.

7.2 Customer retains all rights in Customer Data (Section 3.1). Provider claims no

ownership of Customer's survey designs or results.

7.3 Feedback. Customer may provide feedback voluntarily; Provider may use it

without restriction or obligation.

8. Suspension

8.1 Provider may suspend access (wholly or partly, including per-organization,

per-project, or per-capability) if: (a) Customer materially breaches the AUP;

(b) amounts are overdue after notice; (c) Customer's use poses a security, legal, or

operational risk to the Cloud Service, other customers, or respondents; (d) suspension

is required by law or by a subprocessor's enforceable demand; or (e) usage caps or

fair-use limits are exceeded (Section 2).

8.2 Notice and scope. Provider will give notice before suspension where

practicable, will scope suspension to the minimum necessary, and will restore access

promptly once the ground for suspension is cured.

8.3 In-flight respondents. Where reasonably safe, Provider will allow respondent

sessions already in progress to complete before a suspension takes effect. This is a

best-effort operational courtesy, not an SLA.

9. Term and Termination

9.1 This Agreement runs from the Effective Date until all Subscription Periods end or

the Agreement is terminated.

9.2 Either party may terminate for material breach uncured 30 days after notice.

Customer may cancel subscriptions at any time, effective at the end of the then-current

period. A per-launch (Flex) fee is refundable on written request at any time before

fielding of that launch begins (that is, before the first live respondent session

starts) and is non-refundable once fielding has begun. Subscription fees are

non-refundable. Nothing in this Section waives any statutory right that cannot

lawfully be waived. Where Customer benefits from a 14-day right of withdrawal under

applicable EU or UK consumer law, Customer expressly requests that performance begin

immediately upon purchase and acknowledges that the right of withdrawal lapses once

the service has been fully performed; for a per-launch fee, full performance begins

when fielding of that launch begins. Initiating a payment-card chargeback while

continuing to use the Cloud Service is grounds for suspension under Section 8.

9.3 Provider may terminate free-tier organizations that have been inactive for 12

months, with 30 days' notice.

9.4 Sections that by their nature survive (including 3, 4, 7, 10, 11, 12, 13) survive

termination. Post-termination data handling follows Section 3.6 and the DPA.

10. Warranties and Disclaimers

10.1 Each party warrants it has the authority to enter into this Agreement.

10.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE CLOUD SERVICE IS PROVIDED

"AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES

NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI-GENERATED

CONTENT (INCLUDING PROBES, TRANSLATIONS, TRANSCRIPTS, AND SUMMARIES) WILL BE ACCURATE

OR COMPLETE, OR THAT SURVEY RESULTS WILL MEET ANY RESEARCH-QUALITY STANDARD.

CUSTOMER IS RESPONSIBLE FOR REVIEWING AI OUTPUTS BEFORE RELYING ON THEM.

10.3 AI-assisted authoring. Survey instruments drafted or edited with the

platform's AI assistance are drafts for Customer's review. Customer approves the

final instrument before launch; the platform's smoke test, test links, and review

step are provided as tools for that review. Provider does not warrant that any survey

design, sample, or result is representative, statistically valid, or fit for any

particular decision, and outputs and results are not professional, legal, medical, or

financial advice.

11. Limitation of Liability

11.1 Exclusion. Neither party is liable for indirect, incidental, consequential,

special, or punitive damages, or for lost profits, revenue, data, or goodwill, even if

advised of the possibility.

11.2 Cap. Each party's total liability under this Agreement is limited to the

General Cap on Liability stated on the Cover Page.

11.3 Carve-outs. The exclusion and cap do not apply to: Customer's payment

obligations; either party's indemnification obligations; Customer's breach of the AUP;

a party's fraud or fraudulent misrepresentation; a party's willful misconduct or gross

negligence; death or personal injury caused by a party's negligence; or any liability

that cannot be excluded or limited by applicable law.

12. Indemnification

12.1 By Provider. Provider will defend and indemnify Customer against third-party

claims that the Cloud Service (excluding Customer Data and third-party services)

infringes intellectual-property rights, with the customary remedies (procure rights,

modify, or refund prepaid unused fees) and exclusions.

12.2 By Customer. Customer will defend and indemnify Provider against third-party

claims arising from: Customer Data and survey content; Customer's violation of the AUP

or law; Customer's relationships with respondents, panel providers, and incentive

recipients (including tax, sweepstakes/lottery, and consumer-protection claims — see

Panel & Incentive Disclaimers).

13. General

13.1 Changes to these terms. Provider may update these terms prospectively.

For material changes, Provider will give at least 30 days' notice (dashboard and/or

email); continued use after the effective date constitutes acceptance. Changes do not

apply retroactively to a then-current paid Subscription Period unless required by law.

13.2 Publicity. Neither party may use the other's name or logo without prior

written consent (email suffices). No customer-list use without opt-in.

13.3 Assignment. Neither party may assign this Agreement except to a successor in

a merger, acquisition, or sale of substantially all assets, with notice.

13.4 Subcontracting. Provider may use subprocessors per the DPA and

SUBPROCESSORS.md.

13.5 Force majeure, severability, waiver, entire agreement, and

order of precedence (Order Form → Cover Page → DPA → these Standard Terms → AUP →

policies) — customary clauses.

13.6 Notices per the Cover Page; email notice is effective when sent absent a

bounce.