These Terms of Service (“Terms”) govern access to and use of SVS’s websites, platforms, software, and managed services that provide AI-assisted customer support operations (the “Services”). By signing an Order Form, Statement of Work (“SOW”), clicking to accept, or using the Services, the organization you represent (“Client”) agrees to these Terms.

Role clarity. For personal data SVS processes on Client’s behalf about Client’s customers or personnel (“Client Data”), SVS acts as a processor/service provider; Client is the controller/business. For SVS’s own business operations (marketing, billing, security logs, etc.), SVS is the controller/business.

1) Contract Structure and Order of Precedence

1.1. These Terms, together with each Order Form, SOW, the Data Processing Addendum (“DPA”), the Acceptable Use Policy (“AUP”), and any attachments referenced by URL (collectively, the “Agreement”), form the entire agreement.
1.2. If there is a conflict, the following order of precedence applies: (a) Order Form/SOW, (b) DPA, (c) these Terms, (d) AUP, (e) any referenced documents.

2) Eligibility and Accounts

2.1. Client represents it is a business entity and its users are authorized and of legal age.
2.2. Client is responsible for its users’ credentials, configuration, and actions in the Services.

3) Description of Services

3.1. Managed Support + AI. SVS provides a mix of trained human agents and AI features (e.g., triage, drafting replies, categorization, workflow automations).
3.2. Implementation. SVS may integrate with Client systems (e.g., ticketing, CRM, chat, email, voice) as specified in an Order Form/SOW. Client will provide timely access, test accounts, and necessary instructions.
3.3. Service Levels. Any targets or credits are stated in the applicable SOW or SLA.
3.4. Third-Party Services. The Services may interoperate with third-party platforms chosen by Client. SVS is not responsible for third-party services’ acts or omissions.

4) Acceptable Use

Client and its users will not: (a) use the Services in violation of law or to process unlawful content; (b) probe, scan, or impair the Services or related networks; (c) reverse engineer non-open components; (d) transmit malware; (e) use the Services to make automated decisions that create legal or similarly significant effects without human oversight; (f) submit special-category/sensitive data unless expressly agreed in writing and configured securely; or (g) use outputs to train models that compete with SVS. Additional details are in the AUP (Appendix A).

5) Client Data; Privacy; Security

5.1. Ownership. As between the parties, Client owns Client Data.
5.2. License to SVS. Client grants SVS a non-exclusive license to host, process, transmit, display, and otherwise use Client Data solely to provide, maintain, secure, and support the Services, and as permitted by the Agreement.
5.3. Training & Improvement. SVS will not use Client Data to train generalized models for the benefit of other customers unless Client provides prior written consent or enables a clearly labeled setting. SVS may use de-identified or aggregated data for service analytics and improvement; SVS will not attempt to re-identify such data.
5.4. AI Inputs/Outputs. Client is responsible for the accuracy and legality of inputs. AI outputs can be inaccurate or incomplete; Client must review and apply appropriate human oversight before relying on outputs.
5.5. DPA. The DPA (incorporating relevant transfer mechanisms) governs processing of personal data as required by law.
5.6. Sub-processors. SVS may use vetted sub-processors (including model providers and cloud vendors) subject to written obligations. A current list is available on request; SVS will provide notice of material changes.
5.7. Security. SVS maintains an information security program with administrative, technical, and physical safeguards, including encryption in transit and at rest, access controls, and logging.
5.8. Incidents. SVS will notify Client without undue delay of a confirmed personal-data breach affecting Client Data and provide reasonable cooperation.
5.9. Data Return/Deletion. At termination or upon request, SVS will delete or return Client Data within [30] days, unless retention is required by law or for dispute resolution.

6) Client Responsibilities

6.1. Client will provide accurate configuration, up-to-date instructions, and necessary permissions to systems integrated with the Services.
6.2. Client will not upload regulated data (e.g., full payment card data, protected health information) unless expressly agreed in writing and configured in accordance with applicable standards (e.g., PCI DSS, HIPAA).
6.3. Client is responsible for end-user notices and consents required by law.

7) Intellectual Property; Feedback; Deliverables

7.1. SVS IP. SVS and its licensors own the Services and related software, models, templates, and know-how (“SVS Materials”). Except for the rights expressly granted, no license is implied.
7.2. Client IP. Client retains all right, title, and interest in Client Data and Client trademarks.
7.3. Outputs & Work Product. Subject to payment and these Terms, SVS assigns to Client the intellectual-property rights in custom agent scripts, knowledge-base articles, standard operating procedures, and other deliverables created specifically for Client under an SOW (“Deliverables”). SVS retains underlying tools, libraries, and know-how.
7.4. Feedback. If Client provides feedback, Client grants SVS a royalty-free, perpetual license to use it to improve the Services.

8) Third-Party Platforms and Model Providers

8.1. At Client’s election, the Services may send data to third-party platforms or model providers under data-protection terms. Client authorizes such transfers when enabling those integrations.
8.2. SVS is not responsible for third-party terms; Client is responsible for securing appropriate rights to use them.

9) Fees; Invoicing; Taxes; Suspension

9.1. Fees. Fees are stated in the Order Form/SOW and may include seats, usage (e.g., tickets, messages, minutes, tokens), or fixed monthly retainers.
9.2. Invoicing & Payment. Unless stated otherwise, fees are invoiced monthly in advance and due net [30] days. Late amounts may accrue [1.5%] monthly interest or the maximum allowed by law.
9.3. Taxes. Fees exclude taxes. Client will pay applicable taxes (excluding SVS’s income taxes).
9.4. Non-Payment. SVS may suspend the Services for material non-payment after [10] days’ notice.
9.5. Expenses/Travel. Pre-approved out-of-pocket expenses will be invoiced at cost.

10) Term; Renewal; Termination

10.1. Term. The Agreement begins on the Effective Date and continues for the subscription term in the Order Form/SOW; terms renew as stated therein.
10.2. Termination for Convenience. If the Order Form allows, either party may terminate for convenience with [30] days’ written notice, effective at the end of the then-current billing period.
10.3. Termination for Cause. Either party may terminate for material breach if not cured within [30] days after notice.
10.4. Effect. Upon termination, access ends and unpaid fees become due. Sections intended to survive (including 5, 6, 7, 9.5, 10.4, 11–18) will survive.

11) Warranties; Disclaimers

11.1. SVS Warranties. SVS warrants that (a) it will provide the Services in a professional and workmanlike manner; and (b) it will maintain a written information-security program reasonably designed to protect Client Data.
11.2. Client Warranties. Client warrants it has necessary rights to provide Client Data and enable integrations and that its use will comply with the AUP and law.
11.3. Beta/Preview. Features labeled alpha/beta/preview are provided AS IS without warranties and may be modified or discontinued.
11.4. AI Output Disclaimer. AI outputs are probabilistic, may be inaccurate, and are not legal, medical, financial, or other professional advice. Client is responsible for review and for decisions made using outputs.
11.5. General Disclaimer. Except as expressly stated, the Services and SVS Materials are provided AS IS and SVS disclaims all implied warranties (merchantability, fitness for a particular purpose, non-infringement, and non-interference).

12) Indemnification

12.1. By SVS (IP). SVS will defend and indemnify Client against third-party claims alleging that the Services (as provided by SVS) infringe a valid IP right, and will pay resulting damages and reasonable attorneys’ fees finally awarded or agreed in settlement. SVS may (at its option) procure rights, modify the Services, or terminate affected features with a prorated refund. SVS has no obligation for claims arising from (a) Client Data or instructions; (b) combinations with non-SVS items; (c) use after SVS notifies of a replacement; or (d) use in violation of the Agreement.
12.2. By Client. Client will defend and indemnify SVS against claims arising from Client Data, Client’s use of the Services in violation of law or the Agreement, or Client’s third-party services/integrations.
12.3. Process. The indemnified party must promptly notify the indemnifying party, allow control of defense/settlement, and provide reasonable cooperation.

13) Limitation of Liability

13.1. Cap. SVS’s total liability arising out of or related to the Agreement will not exceed the amounts paid or payable by Client to SVS for the Services giving rise to the claim in the twelve (12) months before the first event giving rise to liability.
13.2. Exclusion. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenues, goodwill, or data, even if advised of the possibility.
13.3. Exceptions. The cap/exclusions do not apply to Client’s payment obligations, breaches of the AUP, or a party’s indemnification obligations for third-party IP claims, or to the extent liability cannot be limited by law.
13.4. Allocation. The fees reflect the risk allocation in this Section.

14) Confidentiality

14.1. “Confidential Information” means non-public information disclosed by a party that is marked or should reasonably be understood as confidential, including Client Data and SVS Materials.
14.2. The receiving party will use the same degree of care it uses to protect its own similar information (no less than reasonable care) and will use Confidential Information only as permitted by the Agreement.
14.3. Exclusions include information that is public, independently developed, or lawfully obtained from a third party. Disclosures required by law are permitted with prompt notice (if lawful).

15) Compliance

15.1. Each party will comply with applicable laws, including anti-bribery/anti-corruption, sanctions/export controls, and privacy laws. Client will not allow access to the Services from embargoed countries or prohibited parties.
15.2. If Client is subject to sectoral regulations (e.g., HIPAA, GLBA) or procurement rules, Client will notify SVS and parties will execute required terms before processing such data.

16) Publicity

SVS may use Client’s name and logo to identify Client as a customer on SVS’s website and marketing materials, subject to Client’s brand guidelines. Any case study or quote requires Client approval.

17) Changes to Services or Terms

17.1. SVS may make commercially reasonable updates to the Services that do not materially reduce core functionality.
17.2. SVS may update these Terms. Material changes will be notified to the account owner at least [30] days before they take effect; continued use after the effective date constitutes acceptance. If Client objects to a material change that adversely affects it, Client may terminate the affected Services within the notice period for a prorated refund of prepaid, unused fees.

18) Dispute Resolution; Governing Law

Option A – Courts. The Agreement is governed by the laws of the State of [California], excluding conflicts rules. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in [San Francisco County, California].
Option B – Arbitration. Any dispute will be resolved by confidential, final, and binding arbitration under the Rules of the American Arbitration Association by one arbitrator in [San Francisco, CA]. Either party may seek injunctive relief in court for misuse of Confidential Information or IP. Choose one option in your final version.

19) Miscellaneous

19.1. Notices. Legal notices must be sent to:
SVS: [legal@svsupport.com], with a copy to [Address].
Client: To the email/address on the Order Form.
19.2. Assignment. Neither party may assign the Agreement without the other’s consent, except to an affiliate or in connection with a merger, sale, or reorganization (with notice).
19.3. Force Majeure. Neither party is liable for delays or failures due to events beyond reasonable control.
19.4. Independent Contractors. The parties are independent contractors; no agency or employment is created.
19.5. Severability; Waiver. If a provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
19.6. No Third-Party Beneficiaries. None are intended.
19.7. U.S. Government Rights. SVS provides the Services as “commercial items”; government rights are limited as per 48 C.F.R. §§ 2.101, 12.212, and 227.7202.

Appendix A — Acceptable Use Policy (Summary)

• Lawful, respectful use. No illegal, infringing, harassing, or deceptive content.

• Security. No interference with or circumvention of security or rate limits; no malware.

• Sensitive data. Do not submit health, precise geolocation, full payment card numbers, or government IDs unless expressly agreed and configured.

• High-risk use. Do not use outputs for decisions with legal or similarly significant effects without appropriate human review.

• Model hygiene. Do not use outputs to create training datasets for competing models or to reverse engineer model parameters.

• Abuse reporting. Report suspected abuse to [abuse@svsupport.com].

Appendix B — Data Processing Addendum (Reference)

• DPA includes: subject matter and duration; nature and purpose; categories of data subjects/data; confidentiality; sub-processors; international transfers (SCCs/UK Addendum); technical and organizational measures; assistance with data-subject requests; audits; deletion/return of data.

• Contact [privacy@svsupport.com] to execute the DPA.

Appendix C — Service Level Summary (Optional)

• Uptime Target: [99.9% monthly] for core platform functions (excludes planned maintenance and third-party outages).

• Support Targets: P1 response within [1 hour], P2 within [4 hours], business days [Mon–Fri, 9–6 Client local time or as agreed].

• Credits: If monthly uptime falls below target due to SVS-controlled factors, Client may request service credits as stated in the SOW/SLA. Credits are Client’s sole remedy for availability issues.