Agents Terms

These Miso Labs Agents Terms (“Service Terms”) supplement your (“you”, “your” or “Customer”) existing agreement with Miso Labs or, if no separate agreement exists, the Miso Labs Terms of Service (either, the “Underlying Miso Labs Agreement”). Your use of Miso Labs Agents (defined below) is also subject to our Prohibited Use Policy and our Privacy Policy. Defined terms used in these Service Terms have the meanings set forth in the Underlying Miso Labs Agreement.

Please read these Service Terms carefully. By using Miso Labs Agents you agree to these Service Terms. If you do not agree or do not have the authority to agree, you are not permitted to use Miso Labs Agents. These Service Terms constitute a legally binding contract between you and Miso Labs. In case of any conflict between these Service Terms and other terms agreed upon between you and Miso Labs, these Service Terms shall prevail with respect to your access or use of Miso Labs Agents.

THESE SERVICE TERMS CONTAIN VARIOUS LIMITATIONS AND EXCLUSIONS OF LIABILITY IN SECTIONS 5 AND 7.G.

1. Miso Labs Agents. “Miso Labs Agents” is a solution offered by Miso Labs that enables the deployment of interactive AI voice agents (“Customer AI Agent”) as part of Miso Labs’ Services. Miso Labs Agents is powered in part by one or more third-party LLM providers (“LLM Provider”). By using Miso Labs Agents, you acknowledge and agree that you may interact with and direct information to these LLM Providers and that you must comply with applicable LLM Provider policies.

2. RESTRICTIONS. Customer shall not, and shall not permit its End Users (defined below) to:

A. use Miso Labs Agents or LLM Provider services hereunder in a manner that violates any applicable laws or infringes, misappropriates or otherwise violates any party’s intellectual property rights;

B. modify or create derivative works of Miso Labs Agents or LLM Provider services;

C. reverse assemble, reverse compile, reverse engineer, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of Miso Labs Agents or those of an LLM Provider (except to the extent such restrictions are contrary to applicable law, in which case, if you reside in a jurisdiction that expressly prohibits such restrictions, you must provide Miso Labs with advance written notice prior to engaging in any such activities, and Miso Labs may, in its discretion, either provide such information to you or impose reasonable conditions, including a reasonable fee, on such use of Miso Labs’ source code for Miso Labs Agents to ensure Miso Labs’ (and our suppliers’) proprietary rights in such source code are protected);

D. use Miso Labs Agents or LLM Provider services hereunder to develop foundation models or other large-scale models that compete with the Services or LLM Provider services;

E. provide as Input to Miso Labs Agents or otherwise submit or make accessible to Miso Labs any financial account identifiers (e.g., credit card numbers or bank account numbers), government issued identifiers (e.g., social insurance numbers, health card numbers) or other types of sensitive data that is subject to specific or elevated data protection requirements, including without limitation protected health information (“Prohibited Data”), unless Miso Labs has expressly agreed in writing that it can comply with such requirements. Miso Labs reserves the right to delete any such Prohibited Data at its sole discretion; or

F. use the Miso Labs Agents or LLM Provider services in violation of any applicable laws or regulations governing the initiation, placement, recording, or monitoring of telephone calls or other voice communications, including without limitation: the U.S. Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Do-Not-Call Implementation Act, the Federal Trade Commission Act, the Telemarketing Sales Rule, applicable U.S. state anti-wiretapping and telemarketing laws, and international equivalents such as the European Union ePrivacy Directive, Canada’s Anti-Spam Legislation (CASL), and the United Kingdom’s Privacy and Electronic Communications Regulations (PECR) (collectively, “Telecommunication Laws”).

3. RESPONSIBILITIES. Customer shall clearly and prominently inform its End Users that (a) they are interacting with AI rather than a human, and (b) conversations are being recorded and may be shared with Miso Labs and LLM Providers. Customer is also required to update its privacy policies accordingly. In the event Customer initiates outbound calls using Miso Labs Agents, Customer shall be responsible for obtaining all legally required consents and providing all legally required disclosures related thereto. Customer is solely responsible for ensuring compliance with all applicable laws, regulations, and industry standards in connection with Customer’s use of Miso Labs Agents.

4. END USERS.

A. Each End User that has access to a Customer AI Agent must have accepted an End User Agreement (defined below) that includes the following terms: (1) End Users must be bound by restrictions, obligations, and prohibitions regarding their use of the Customer AI Agent at least as restrictive as those found in the Miso Labs Terms of Service and these Service Terms; (2) Customer is not Miso Labs’ agent or partner or in a joint venture with Miso Labs; (3) Miso Labs is a third-party beneficiary of Customer’s agreement with End Users; and (4) End User grants Miso Labs and its affiliates and subcontractors a non-exclusive right to process and use End User’s data to provide and support the Services. Customer will not make any representations or warranties in the End User Agreement regarding the functionality or performance of the Services that conflict with the Underlying Miso Labs Agreement. The End User Agreement must be binding on End Users under applicable laws and regulations in the jurisdiction in which Customer is providing access to the Customer AI Agent. As used herein, “End User” means Customer’s customer that (w) is licensing or using the Customer AI Agent only for its own internal business operations or personal use, and (x) has signed an End User Agreement. “End User Agreement" means a (y) written contract, or (z) “clickwrap” style online agreements involving conspicuous notice to End Users and an affirmative click to accept by End Users, entered into between Customer and any End User pursuant to which End User accesses or uses the Customer AI Agent.

B. If consent from End Users is required under any applicable Telecommunication Law in connection with the use of Miso Labs Agents or LLM Provider services, Customer shall maintain written documentation evidencing that the required level of consent was obtained from each such End User. This documentation must be retained for the longer of: (1) the minimum period required under applicable Telecommunication Law, or (2) five (5) years from the date the consent was obtained.

5. NO PROFESSIONAL OR MEDICAL ADVICE. OUTPUT GENERATED BY MISO LABS AGENTS IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE PROFESSIONAL ADVICE IN ANY FIELD, INCLUDING WITHOUT LIMITATION MEDICAL, LEGAL, ACCOUNTING, FINANCIAL, INVESTMENT, OR PSYCHOLOGICAL ADVICE. CUSTOMER AGREES NOT TO RELY ON SUCH OUTPUT AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. ALWAYS SEEK ADVICE FROM A QUALIFIED PROFESSIONAL. MISO LABS DISCLAIMS ALL LIABILITY FOR ANY ACTIONS TAKEN BASED ON OUTPUT GENERATED BY MISO LABS AGENTS. ANY RELIANCE ON OUTPUT IS SOLELY AT CUSTOMER’S OWN RISK.

6. INDEMNIFICATION. Without limiting any indemnification obligations set forth in the Underlying Miso Labs Agreement or as otherwise set forth herein, Customer agrees, to the extent permitted by law, to defend, indemnify, and hold Miso Labs harmless, from and against any and all Losses in connection with any Claim to the extent arising from or related to: Customer’s actual or alleged breach of any Telecommunication Law.

7. BRING YOUR OWN LARGE LANGUAGE MODEL. If Customer elects to integrate a Customer-Provided LLM (defined below) with Miso Labs Agents, the following terms also apply:

A. Defined Terms:

i. “BYO-LLM Integration” means the integration of the Customer-Provided LLM with Miso Labs Agents to enable interaction and functionality with the Customer-Provided LLM.

ii. “Customer-Provided LLM” means any algorithm or machine learning model developed, licensed, or sourced by Customer independently from the Services (“Third-Party Model”) and integrated into the Services by Customer for use with Miso Labs Agents. For the avoidance of doubt, “Customer-Provided LLM” shall not include Miso Labs Agents.

B. License to Access and Use Customer-Provided LLM. Customer hereby grants Miso Labs a revocable non-exclusive, non-transferable license to access, interact with and use the Customer-Provided LLM as necessary to deliver Miso Labs Agents.

C. Customer Responsibility for Customer-Provided LLM.

i. Customer acknowledges and agrees that any Customer-Provided LLM is solely its responsibility, including without limitation the procurement, management, and compliance obligations associated with such Third-Party Model.

ii. Customer represents and warrants that: (1) it has all necessary licenses, consents, permissions or approvals necessary to access and use the Customer-Provided LLMs in conjunction with the Services provided hereunder; (2) its use of the Customer-Provided LLMs hereunder shall comply with Miso Labs’ Prohibited Use Policy and any agreements or terms governing the use of such Customer-Provided LLM; and (3) it shall not use any Customer-Provided LLMs in any manner that infringes upon any third party rights, violates applicable laws, or introduces security vulnerabilities, or compromises the integrity of the Services or Miso Labs’ other customers.

iii. Customer retains ownership of any data processed by the Customer-Provided LLM. Customer represents and warrants that all data used with the Customer-Provided LLM complies with all applicable data protection laws.

D. No Subprocessor Relationship. Customer acknowledges that Customer and Miso Labs operate independently, and any Third-Party Model integrated with Miso Labs Agents through a BYO-LLM Integration shall not be deemed a subprocessor of Miso Labs. Customer shall be solely responsible for (i) establishing any required contractual or compliance obligations with the Third Party Model, including obtaining any necessary consents or authorizations for data processing; and (ii) ensuring that the Customer-Provided LLM complies with all applicable laws, including data protection laws and regulations.

E. Compliance and Security Requirements.

i. Customer agrees that it is solely responsible for ensuring that the Customer-Provided LLM operates in compliance with applicable data protection laws and security standards. Customer shall implement appropriate security measures and protocols to protect both its data and the integrity of Miso Labs’ Services when using the Customer-Provided LLM. Customer shall be responsible, and assumes all liability, for security vulnerabilities or data protection obligations introduced through the use of the Customer-Provided LLM.

ii. Without prejudice to Miso Lab’s security obligations, Customer acknowledges and agrees that it, rather than Miso Labs, is responsible for certain configurations and design decisions for the Customer-Provided LLM and Customer AI Agent, and that Customer, and not Miso Labs, is responsible for implementing those configurations and design decisions in a secure manner that complies with applicable data protection laws.

iii. Customer bears sole responsibility for its API, including without limitation, the API’s configuration and access control functionalities, and assumes all liability for damages. Customer is solely responsible for maintaining the confidentiality and security of its API keys. Customer is responsible for all activities that occur under its API keys, regardless of whether such activities are authorized by Customer.

F. Restrictions.

i. Customer shall not use the Customer-Provided LLM to generate, create, or distribute content that is illegal, offensive, defamatory, or otherwise in violation of Miso Labs’ Prohibited Use Policy. Additionally, Customer shall not use the Customer-Provided LLM to create, generate or distribute any sexual content. Miso Labs reserves the right to suspend or terminate Customer’s access to the BYO-LLM Integration if the Customer-Provided LLM is used in violation of the Miso Labs Terms of Service or these Service Terms.

ii. Customer shall not use the BYO-LLM Integration to develop competing models or services.

G. No Warranty or Support Obligation.

i. Miso Labs makes no representations, warranties or guarantees regarding the functionality, performance, reliability, accuracy, or security of any Customer-Provided LLM. Customer acknowledges that Miso Labs is not responsible for any outcomes, errors, or issues arising from the Customer-Provided LLM’s performance within the BYO-LLM Integration.

ii. Miso Labs shall have no obligation to provide support or maintenance for any issues specific to the Customer-Provided LLM. For clarity, any service level commitments made by Miso Labs do not apply to Customer-Provided LLMs.

H. Indemnification. Without limiting Customer’s indemnity obligations under the Underlying Miso Labs Agreement or as otherwise set forth herein, Customer agrees to indemnify, defend, and hold harmless Miso Labs and its officers, directors, partners, licensors, employees and agents from any claims, damages, losses, or liabilities arising from or related to the Customer-Provided LLM, including without limitation claims related to intellectual property infringement, data privacy violations, content generated through the Customer-Provided LLM, and security breaches caused by or related to the Customer-Provided LLM.

I. Termination and Suspension Rights. Miso Labs reserves the right to suspend or terminate the Customer’s access to the BYO-LLM Integration if the Customer-Provided LLM poses a security or safety risk, violates the Underlying Miso Labs Agreement, or if Customer is in breach of any terms herein. Upon termination, Miso Labs will revoke access to the BYO-LLM Integration and handle any data associated with the Customer-Provided LLM in accordance with Miso Labs’ data retention policies.