1. Acceptance of These Terms

By clicking “I Agree,” signing an order form, or using the BlueAgent platform in any way, you (“Customer,” “you,” or “your”) agree to be bound by (a) these Terms, (b) any Order Form that references them, and (c) our Privacy Policy. If you don’t agree, don’t use the Service.

2. Who Can Use BlueAgent

You must be at least 18 years old and able to form a legally binding contract.

If you use the Service on behalf of another entity, you represent that you have authority to bind that entity to these Terms.

3. What BlueAgent Does

BlueAgent is a software-as-a-service platform that supplies AI-powered voice “agents” for inbound and outbound phone calls. The product:

• Answers or initiates calls on the business’s phone number 24/7.
• Uses machine-learning models (OpenAI, proprietary fine-tunes, etc.) to follow your scripts and knowledge base.
• Books appointments, writes call notes, updates your CRM, and triggers downstream automations.
• Runs on Twilio sub-accounts provisioned for each Customer; we bill you for minutes, messages, and any carrier fees on a passthrough basis plus our SaaS subscription.

4. Account Registration & Security

You must provide accurate contact, billing, and compliance information and keep it up to date.

You control your Twilio sub-account SID, Auth Token, and verified caller IDs; guard them like cash. Anything done with your credentials is on you.

You are responsible for all activity occurring under your account, including that of your employees, contractors, bots, or anyone you give access to.

5. Subscriptions, Usage Fees & Payment

Subscription Plans. Plans are month-to-month unless the Order Form says otherwise. Each plan includes a concurrency cap (simultaneous calls) and a pool of monthly talk-minutes.

Voice & SMS Usage. Minutes and carrier charges in excess of the plan are billed at the current overage rates listed on our pricing page. Rates may change to track Twilio’s wholesale changes; we’ll give at least 30 days’ notice.

Taxes. All fees are exclusive of any sales, VAT, or similar taxes, which you must pay.

Late Payments. Overdue amounts accrue 1.5 % interest per month (or the highest lawful rate, if lower). We may suspend the Service for non-payment after 10 days’ notice.

No Refunds. Except where required by law, all fees are non-refundable.

6. Telephone Numbers & Caller ID

Provisioning. By default we purchase a new local number for you. You may instead port an existing number into—or delegate hosted voice/SMS to—Twilio.

Ownership. Telephone numbers are ultimately controlled by Twilio and the underlying carriers. Number availability is not guaranteed.

Verified Caller ID. If you choose to present your own number as caller ID, you must complete Twilio’s verification workflow.

Compliance. You must comply with all telecom regulations (TCPA, CAN-SPAM, STIR/SHAKEN, state robocall laws, etc.). We simply transmit your calls; we do not supply legal advice or compliance guarantees.

7. Use Restrictions & Acceptable Use

You agree NOT to:

• Use the Service to send unlawful, harassing, fraudulent, or defamatory communications.
• Place robocalls to emergency services, hospitals, or any number on a Do-Not-Call registry without a lawful exception.
• Attempt to reverse engineer, probe, or breach BlueAgent’s or Twilio’s security.
• Use the Service to build or support a competing product.
• Process or store personal data subject to HIPAA, CJIS, or other heightened regimes unless we sign a separate BAA or addendum.

8. Customer Data & Call Recordings

Ownership. As between the parties, Customer retains all rights in Customer Data (call recordings, transcriptions, CRM records, etc.).

License to BlueAgent. You grant us a non-exclusive license to process Customer Data solely to provide and improve the Service.

Retention. By default call audio and transcripts are stored for 30 days; you can request deletion sooner or extended archiving for an additional fee.

Security. We follow industry-standard technical and organizational measures (encryption in transit and at rest, role-based access controls, annual penetration testing). No system is 100 % secure; you use BlueAgent at your own risk.

9. AI & Machine-Learning Specific Disclaimers

Probabilistic Output. AI agents can hallucinate or misunderstand user intent. You should monitor critical calls and review transcripts.

Training. We may use de-identified, aggregated interaction data to retrain models and improve accuracy. We will not use proprietary scripts or your CRM data to benefit other customers.

Human-in-the-Loop. For regulated industries (healthcare, finance, legal), you must keep a human review step; BlueAgent is not a substitute for professional advice.

10. Third-Party Services

The Service integrates with Twilio (telephony), OpenAI (LLM inference), Zapier (workflow triggers), and optional CRM APIs (HubSpot, Salesforce, etc.). Use of any third-party service is subject to that provider’s terms; BlueAgent is not liable for their acts or omissions.

11. Intellectual Property

BlueAgent and its licensors own all right, title, and interest in the Service, including all software, logos, and content (except Customer Data).

You may not remove or alter proprietary notices or use our marks without permission.

12. Feedback

You grant BlueAgent a perpetual, worldwide, royalty-free license to use any suggestions, feedback, or ideas you provide, without restriction.

13. Confidentiality

Each party agrees to protect the other’s non-public information with at least the same care it uses for its own confidential info (and never less than reasonable care) and to use it only for performing under these Terms.

14. Term & Termination

By You. Cancel inside the dashboard or via written notice at least 5 calendar days before your next billing date.

By Us. We may suspend or terminate if you materially breach these Terms and fail to cure within 10 days after notice, or immediately if your breach threatens system integrity or violates law.

Effect of Termination. All outstanding fees become immediately due. We will make Customer Data exportable for 30 days; then we delete it.

15. Warranty Disclaimers

The Service is provided “as is” and “as available.” BlueAgent, its suppliers, and licensors disclaim all warranties—express, implied, or statutory—including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the service will be uninterrupted, error-free, or secure.

16. Limitation of Liability

To the maximum extent permitted by law, BlueAgent’s total liability for all claims in a calendar year will not exceed the amounts you paid us in that year. BlueAgent will not be liable for indirect, special, incidental, consequential, punitive, or exemplary damages, or for loss of profits, revenue, data, or goodwill.

17. Indemnification

You will defend and indemnify BlueAgent, its officers, directors, and employees against any third-party claims arising from (a) your violation of these Terms, applicable law, or telecom regulations, or (b) Customer Data or your use of the Service, including any calls or messages sent by your agents.

18. Modifications to the Service or Terms

We may modify the Service or these Terms at any time. We’ll post the revised Terms and update the “Effective Date.” Material changes will be emailed or shown in-app at least 30 days before they take effect. Continued use after that means acceptance.

19. Governing Law & Dispute Resolution

Law. These Terms are governed by the laws of the State of Michigan, USA, without regard to conflict-of-laws rules.

Arbitration. Any dispute arising under or relating to these Terms will be finally settled by binding arbitration in Detroit, Michigan, under the Commercial Arbitration Rules of the American Arbitration Association. Judgment may be entered in any court of competent jurisdiction.

Opt-Out. You may opt out of arbitration by providing written notice within 30 days of accepting these Terms.

Class Action Waiver. Disputes must be arbitrated on an individual basis; class or representative actions are prohibited.

20. Miscellaneous

Entire Agreement. These Terms and any Order Form are the complete agreement and supersede all prior proposals.

Force Majeure. Neither party is liable for delays or failures due to events beyond its reasonable control.

Assignment. You may not assign these Terms without our prior written consent; we may assign as part of a merger, acquisition, or asset sale.

Severability. If any provision is unenforceable, the rest remain in effect.

Waiver. A party’s failure to enforce a provision is not a waiver of future enforcement.

21. Contact

BlueAgent, Inc.
[Address line]
Grand Rapids, MI 49503 USA
support@blueagent.co