Formulario de incorporación

1. Definitions

Capitalized terms have the meanings below. Other capitalized terms are defined where they first appear.

• “Agent” means each AI voice agent, and any related text or chat agent, that Serria configures and operates for you. It includes the Agent’s greeting, scripts, prompts, knowledge, voice, workflows, and integrations.
• “BAA” means the Business Associate Agreement in Schedule D, once signed by both parties.
• “Business Day” means Monday through Friday, excluding U.S. federal holidays.
• “Callers” means people who call, text, or otherwise interact with an Agent, including your customers and prospective customers.
• “Call Data” means recordings, transcripts, summaries, call analysis, messages, and call details (such as phone numbers, times, and durations) generated through an Agent’s interactions with Callers.
• “Customer Data” means Call Data plus all information and materials you or Your Personnel provide to Serria or the Service, such as business details, prices, policies, calendars, contact lists, and CRM records.
• “HIPAA Mode” has the meaning given in Section 7.3.
• “Order Form” means an order form, proposal, or online checkout page accepted by both parties that references this Agreement and lists the plan, fees, features, and term you purchased. Schedule A is Serria’s standard Order Form.
• “Personal Data” means Customer Data that identifies, or is reasonably linkable to, an individual, or that applicable privacy laws otherwise protect as personal information.
• “PHI” means protected health information as defined under HIPAA.
• “Sensitive Data” has the meaning given in Section 7.1.
• “Service” means the Agents and the related setup, hosting, telephony, messaging, integration, and support services Serria provides under an Order Form.
• “Talk Time” means the time an Agent is connected to a Caller on a voice call. It runs from when the Agent answers until the call ends or is transferred to a person. Each call is rounded up to the next full minute.
• “Telecom Laws” means laws and regulations governing calls, texts, call recording, and call monitoring. They include the Telephone Consumer Protection Act (TCPA) and FCC rules, the Telemarketing Sales Rule, do-not-call rules, the Truth in Caller ID Act, and federal and state wiretapping, eavesdropping, and call-recording laws.
• “Term” has the meaning given in Section 12.1.
• “Third-Party Providers” means the companies whose products Serria uses to provide the Service, such as voice AI, large language model, telephony, messaging, hosting, CRM, and automation providers. Schedule B lists the current Third-Party Providers that process Customer Data.
• “Your Personnel” means your owners, employees, contractors, and anyone else who uses the Service or receives its notifications on your behalf.

2. The Service

2.1 What Serria provides. Serria will design, configure, host, monitor, and maintain the Agents described in your Order Form. Depending on your plan, an Agent may answer inbound calls, answer common questions, capture caller details, book or change appointments, transfer calls, take messages, and send summaries or notifications to Your Personnel.

2.2 Setup and go-live approval. Serria builds each Agent from information you provide. Before an Agent goes live, and after any change you request, you will review its greeting, key answers, prices, hours, service area, policies, and routing rules, and approve them by email or in your account. If you do not respond within 5 Business Days after Serria asks for approval, Serria may treat the configuration as approved.

2.3 Changes you request. Your plan includes reasonable updates to an Agent’s business information and routing, such as new hours, prices, or staff contacts. Serria will use reasonable efforts to make routine changes within 2 Business Days of your request. New Agents, features, integrations, or major redesigns may require a new Order Form or additional fees.

2.4 Updates to the Service. Serria may update the Service, including its AI models, voices, prompts, Third-Party Providers, and features. During a paid term, Serria will not make a change that materially reduces the core functions of your plan unless the law, a Third-Party Provider, or security needs require it. If such a required change materially harms you, you may end the affected Order Form by written notice within 30 days of the change and receive a prorated refund of prepaid fees for the period after it ends.

2.5 Phone numbers. Serria may provide local or toll-free numbers through its Third-Party Providers, or you may forward calls from your existing business number. Numbers Serria provides are assigned to you for use during the Term. You are responsible for setting up and removing call forwarding on your own phone lines. If you ask in writing before this Agreement ends, Serria will reasonably cooperate to port a number it provided to a carrier you choose, if the carrier allows it and your account is paid in full.

2.6 Support. Serria provides support by email at admin@serria.net and by phone at +1 (855) 679-6735 from 9 a.m. to 5 p.m. Pacific Time, Monday through Friday, excluding holidays. Serria will use reasonable efforts to respond to urgent issues, such as an Agent not answering calls, within 4 business hours. Service-level commitments apply only if your Order Form states them.

2.7 Demos, trials, and beta features. Demo agents, pilots, free trials, and beta features are provided as is. Serria may change or stop them at any time, and Serria’s warranties and indemnities do not apply to them.

3. What the Agent can and can’t do

AI is useful but not perfect, and this Section explains the limits you accept by using the Service.

3.1 The Agent can make mistakes. The Agent relies on speech recognition and AI language models. It may mishear Callers, misunderstand requests, give incomplete or inaccurate answers, book the wrong time, fail to transfer a call, or end a call too early. You should review call summaries and notifications, confirm important details with Callers, and tell Serria promptly about errors. Section 15.2 describes how Serria fixes errors it is responsible for.

3.2 Not an emergency service. The Service cannot call 911 or other emergency services, and numbers provided through the Service cannot be used to reach them. Serria will configure each Agent to tell Callers who describe a life-threatening emergency, such as a fire, a medical emergency, or a child or pet locked in a vehicle, to hang up and call 911. You must not present the Service to the public as a way to reach emergency help. You remain responsible for responding to urgent service requests the Agent routes to you.

3.3 No professional advice. Agent output is general information only. The Agent does not give, and must not be configured to give, medical, legal, financial, mental-health, or other professional advice, and it must not present itself as a licensed professional.

3.4 What the Agent says for you. The Agent speaks for your business using the information you approve. As between you and Serria, you are responsible for the prices, estimates, availability, and policies the Agent communicates, and for honoring or correcting them with your Callers. The Agent will describe prices as estimates unless you instruct otherwise in writing, and it is not authorized to sign contracts or make guarantees for you. If the Agent says something materially inconsistent with your approved configuration because of a Serria error, Section 15.2 applies.

3.5 Availability. The Service depends on the internet, phone carriers, and Third-Party Providers that Serria does not control. Calls may fail, drop, or go unanswered, including during outages or high call volume. Serria does not guarantee that every call will be answered. You should keep a fallback, such as voicemail or forwarding to a staff phone, and Serria will tell you about known outages affecting your Agents.

3.6 No guaranteed results. Serria does not promise any particular number of calls answered, appointments booked, leads, or revenue.

4. Your responsibilities

4.1 Accurate information. You will give Serria complete and accurate information about your business, including hours, services, prices, service area, policies, staff contacts, and transfer numbers. You will tell Serria promptly when any of it changes.

4.2 Review and monitoring. You will review each Agent before go-live, review call summaries and notifications as part of your normal operations, and report errors and Caller complaints to Serria promptly.

4.3 Your accounts and systems. You are responsible for your own phones, call-forwarding settings, calendars, CRM, email, and other systems connected to the Service, and for keeping their logins secure. You authorize Serria to access the systems you connect only as needed to provide the Service. Tell Serria immediately if you suspect unauthorized access.

4.4 Your Personnel. You may let Your Personnel use the Service and receive its notifications for your business. You are responsible for their actions and for their compliance with this Agreement. You confirm that each person whose mobile number you give Serria for text notifications has agreed to receive them, and you will tell Serria when someone opts out or leaves.

4.5 Carrier registration. Phone carriers require registration for business calling and texting, such as A2P 10DLC text registration, caller-ID name, and call authentication. You will provide accurate legal business details for these registrations, such as your legal name, EIN, address, website, and contact information, and keep them current. Carriers and registries, not Serria, decide whether to approve a registration, and approval may take several weeks.

4.6 Your business and the laws that apply to it. You are responsible for running your business lawfully, including licensing, advertising, pricing, consumer-protection, and industry rules that apply to you. Serria does not provide legal advice.

5. Caller notices, consent, and telecom compliance

Serria builds the AI and recording notices into every call, and you agree not to remove them. You are responsible for consent for any outbound calls or texts you direct.

5.1 AI disclosure. Every call will begin with a notice, in a recorded announcement or the Agent’s greeting, that the Caller is about to speak with an AI assistant. The Agent will not claim to be human, including when asked. You will not ask Serria to remove, delay, or weaken this disclosure, or to have an Agent pose as a real person.

5.2 Recording and service-provider notice. The same announcement or greeting will tell Callers that the call is recorded and transcribed and that service providers help process it. The notice comes before the conversation starts, so Callers can choose whether to proceed; if a Caller objects, the Agent will offer another way to reach you. Serria’s standard wording is in Schedule C. You may change it only with Serria’s written approval, and Serria will set up explicit verbal consent if you ask.

5.3 Your privacy notice. You will keep a privacy policy or notice available to Callers, for example on your website. It must explain that an AI assistant answers your calls and messages, that calls are recorded and transcribed, and that service providers process this information for you. Schedule C has suggested language.

5.4 Inbound by default. The Service answers inbound calls. Outbound AI calls, automated texts to Callers, and other outreach to Callers stay off unless your Order Form turns them on.

5.5 Outbound calls and texts you direct. If your Order Form turns on outbound calls or texts to Callers, you are responsible for complying with Telecom Laws for each contact. This includes:

• obtaining any consent the law requires before Serria calls or texts anyone for you, recognizing that AI-generated voices count as artificial voices under the TCPA;
• checking contacts against the National Do Not Call Registry and your internal do-not-call list where required;
• respecting calling-hour limits and state telemarketing rules;
• honoring opt-outs and consent revocations within the time the law requires; and
• keeping records of consent for the longer of the period the law requires or five years.

You will give Serria only contacts who have given the required consent. Serria may ask for proof of consent and may refuse, pause, or stop any outreach it reasonably believes does not comply.

5.6 Texts to Your Personnel. Notification texts to you and Your Personnel are sent through Serria’s registered messaging program. Recipients may reply STOP to opt out at any time.

5.7 Texts to Callers. Texts to Callers, such as appointment confirmations, require your own carrier registration under Section 4.5 and the Caller’s consent. They must follow Twilio’s Messaging Policy and wireless-industry messaging guidelines. Serria will include opt-out instructions and honor STOP and HELP replies automatically.

5.8 Opt-out requests. If a Caller asks not to be contacted, the Agent will note the request and Serria will flag it to you. You will honor the request in your own systems and contact lists.

5.9 Cooperation. Each party will promptly tell the other about any complaint, regulator inquiry, or legal claim involving calls, texts, recording, or AI disclosure under this Agreement, and both will reasonably cooperate in responding.

6. Acceptable use

You will not, and will not allow anyone else to, use the Service to:

1. break any law or violate anyone’s rights, including privacy, publicity, and intellectual property rights;
2. deceive or defraud anyone, including by impersonating another person or business or by sending false or misleading caller ID;
3. make an Agent claim to be human, imitate a real person, or present itself as a licensed professional;
4. use a cloned or custom voice of a real person without that person’s documented written consent for that use, or use the voice of any public figure, celebrity, or political candidate;
5. collect Sensitive Data, except as Section 7 allows;
6. identify or verify people by their voice, such as with voiceprints or other biometric identification;
7. harass, threaten, or discriminate against anyone, or send spam, unsolicited marketing, or robocalls;
8. call emergency lines, hospital emergency lines, or other numbers the law protects from automated calls;
9. run a business or campaign directed mainly at children under 13;
10. promote illegal goods or services, sexually explicit content, violence, or hate, or carry out political campaigning or election-related outreach;
11. resell, sublicense, or provide the Service to anyone other than your own business;
12. reverse engineer, copy, or extract the Service’s software, models, prompts, workflows, or system instructions, or use the Service or its output to build a competing product or to develop or train AI models;
13. interfere with the Service, bypass its security or usage limits, or test it for vulnerabilities without Serria’s written permission; or
14. violate the usage policies of Third-Party Providers that apply to the Service, as Section 10.2 describes.

Serria may investigate suspected violations and may suspend the Service under Section 12.5.

7. Sensitive information, health data, and payment details

7.1 Sensitive Data. “Sensitive Data” means payment card numbers; bank or other financial account numbers; Social Security, driver’s license, passport, or other government ID numbers; health card or health insurance member numbers; protected health information under HIPAA; biometric identifiers; and any other data that the law requires to be handled with specific or elevated security protections.

7.2 No Sensitive Data. Serria configures Agents not to ask for Sensitive Data. You will not configure, instruct, or encourage an Agent or the Service to collect, store, or process it, except PHI in HIPAA Mode under Section 7.3. If a Caller volunteers Sensitive Data, neither party is in breach, but you will not use the Service to store or act on it, and Serria may delete it. Any other exception requires a written amendment signed by both parties, which Serria will agree to only if its Third-Party Providers permit it.

7.3 HIPAA Mode. If you are a HIPAA covered entity or business associate, such as a medical spa or clinic that bills insurance electronically, you must tell Serria before signing. You may use the Service with PHI only through Agents running in “HIPAA Mode,” which means all of the following are in place:

1. both parties have signed the BAA, and your Order Form names the Agents that run in HIPAA Mode;
2. Serria runs those Agents with its voice AI provider’s zero-retention and HIPAA settings turned on, using only language models that provider permits for PHI;
3. PHI passes only through Third-Party Providers that have signed business associate agreements with Serria, as marked in Schedule B;
4. the Agent collects only the minimum PHI needed for the tasks in your Order Form, such as booking, changing, and routing appointments; and
5. notification texts to Your Personnel carry only the minimum necessary details.

In HIPAA Mode, call audio and full transcripts are not kept unless your Order Form turns on recording under the BAA, so Serria’s ability to review calls and fix errors is more limited. Without a signed BAA, you may not use the Service to create, receive, maintain, or transmit PHI, and Serria may decline or limit the Service to stay within this Section.

7.4 Consumer health data. Some state laws protect health-related information outside HIPAA, such as Washington’s My Health My Data Act. If those laws apply to you, you are responsible for the notices and consents they require. Outside HIPAA Mode, Serria will configure the Agent to collect only the health-related details needed to schedule or route a request, and will process them only as your processor under Section 9.

7.5 Payment details. Agents will not take payment card or bank details by voice. If your Order Form includes it, the Agent can text the Caller a payment link from your own PCI-compliant payment provider.

8. Your data and how Serria uses it

8.1 You own your data. As between you and Serria, you own Customer Data, including call recordings and transcripts.

8.2 How Serria may use it. You grant Serria a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, and display Customer Data only to:

1. provide, maintain, secure, and support the Service for you;
2. troubleshoot and improve your Agents, including by having Serria personnel review recordings and transcripts where they are kept;
3. prevent fraud, abuse, and security incidents;
4. comply with the law and enforce this Agreement; and
5. do anything else you instruct in writing.

8.3 What Serria will not do. Serria will not sell Customer Data or share it for advertising. Serria will not use Call Data to train or fine-tune AI models for anyone other than you. Serria will not use your recordings or transcripts in marketing or demos without your written permission.

8.4 Aggregated statistics. Serria may create aggregated, de-identified statistics about use of the Service, such as call volumes, call lengths, and booking rates. These statistics will not contain call content and will not identify you, your Callers, or Your Personnel. Serria may use them to operate, improve, and promote the Service.

8.5 Third-Party Providers. Third-Party Providers process Customer Data to deliver their part of the Service, under their own terms and data protection agreements with Serria. Serria’s voice AI provider does not train its models on data from enterprise customers like Serria, except as needed to provide its services, and its agreements with its language-model providers prohibit them from training on customer content. Serria will keep model-training options turned off for every Third-Party Provider that offers them. Section 10.3 contains terms that ElevenLabs requires Serria to pass on to you.

8.6 Retention. Serria keeps call recordings and transcripts for 90 days and other Customer Data for the Term, unless your Order Form sets a different period or the law requires otherwise. In HIPAA Mode, call audio and full transcripts are not kept, as Section 7.3 describes. Third-Party Providers may keep copies in backups or logs for a limited time under their own retention schedules. Section 12.6 covers deletion after this Agreement ends.

8.7 Export. During the Term and for 30 days after it ends, you may ask Serria to export your call recordings, transcripts, and contact records in a standard format. Serria may charge a reasonable fee for unusually large or repeated exports.

8.8 Feedback. If you give Serria suggestions or feedback about the Service, Serria may use them without restriction or payment.

9. Data protection terms

This Section applies whenever Serria processes Personal Data for you, and it controls over any conflicting term of this Agreement for Personal Data. For PHI in HIPAA Mode, the BAA also applies and controls over this Section.

9.1 Roles. You are the business, controller, or regulated entity for Personal Data. Serria is your service provider, contractor, or processor, as applicable privacy laws use those terms.

9.2 Instructions. Serria will process Personal Data only to provide the Service as this Agreement, your Order Forms, and your other documented instructions describe, unless the law requires otherwise. The processing consists of answering and handling calls and messages for your business. It covers the names, phone numbers, addresses, service requests, appointment details, messages, recordings, and transcripts of Callers and Your Personnel. It lasts for the Term plus the retention periods in Section 8.6.

9.3 Restrictions. Serria will not:

1. sell or share Personal Data, as applicable privacy laws define those terms;
2. retain, use, or disclose Personal Data outside its direct business relationship with you, or for any purpose other than the business purposes in this Agreement; or
3. combine Personal Data with personal information Serria receives from other sources, except as privacy laws allow service providers to do.

Serria will comply with applicable privacy laws and provide the level of privacy protection they require. Serria will tell you if it determines that it can no longer meet its obligations under them. You may take reasonable steps to stop and remediate any unauthorized use of Personal Data by Serria.

9.4 Personnel. Everyone who processes Personal Data for Serria will be bound by a duty of confidentiality.

9.5 Security. Serria will maintain reasonable administrative, technical, and physical safeguards for Personal Data, appropriate to its nature. These include encryption in transit, access limited to personnel who need it, and multi-factor authentication on administrative accounts where available.

9.6 Subprocessors. You authorize Serria to use the Third-Party Providers in Schedule B as subprocessors. Serria will use subprocessors only under written terms that require them to protect Personal Data, and remains responsible for their performance to the extent the law requires. Serria will give you at least 15 days’ notice before adding or replacing a subprocessor, or as much notice as practicable when an urgent replacement is needed to keep the Service running. If you reasonably object on data protection grounds and the parties cannot resolve it, you may end the affected Order Form and receive a prorated refund of prepaid fees.

9.7 Assistance and requests. Serria will reasonably help you respond to individuals’ requests to access, correct, or delete their Personal Data, and with your other obligations under privacy laws, given the nature of the processing. If Serria receives such a request directly, it will forward it to you and respond only as you instruct or the law requires. When you instruct Serria to delete a person’s Personal Data, Serria will delete it from the Service and direct its subprocessors to do the same.

9.8 Security incidents. Serria will notify you without undue delay, and no later than 72 hours, after confirming a security incident that compromised your Personal Data. Serria will share the information it reasonably can and will help you meet your own notification duties.

9.9 Compliance information. Once a year on written request, or after a security incident, Serria will provide information reasonably needed to show compliance with this Section, such as a description of its safeguards and its current subprocessor list. Serria will cooperate with reasonable assessments that applicable privacy laws require, at your cost and on reasonable notice.

9.10 Return and deletion. When this Agreement ends, Serria will return or delete Personal Data as Section 12.6 describes, unless the law requires Serria to keep it.

9.11 Your obligations. You are responsible for having a lawful basis for the Personal Data you provide or collect through the Service, for your privacy notices, and for any consents applicable laws require. Your instructions to Serria will comply with privacy laws.

10. Third-Party Providers

10.1 Reliance on Third-Party Providers. The Service relies on Third-Party Providers, which Serria chooses and manages and may replace under Section 9.6. Serria is not responsible for outages, errors, or changes caused by Third-Party Providers, but will use reasonable efforts to limit their effect on you.

10.2 Provider policies. Your use of the Service must comply with the usage policies of the Third-Party Providers that apply to it. These include the ElevenLabs Terms of Service, ElevenAgents Terms, and Prohibited Use Policy, and Twilio’s Acceptable Use Policy and Messaging Policy, linked in Schedule B. If a provider restricts Serria’s access because of your use, Serria may suspend your Service under Section 12.5.

10.3 Terms required by ElevenLabs. Serria’s Agents run on ElevenLabs’ ElevenAgents platform. ElevenLabs requires Serria to include the following terms, and you agree to them:

1. Your use of the Agents is subject to restrictions, obligations, and prohibitions at least as restrictive as those in the ElevenLabs Terms of Service and the ElevenAgents Terms, which this Agreement incorporates for that purpose.
2. Serria is not ElevenLabs’ agent or partner, and Serria and ElevenLabs are not in a joint venture.
3. ElevenLabs is a third-party beneficiary of this Agreement.
4. You grant ElevenLabs and its affiliates and subcontractors a non-exclusive right to process and use your data, including Customer Data, to provide and support their services.
5. Serria makes no promises on ElevenLabs’ behalf about how ElevenLabs’ services function or perform.

10.4 Your connected services. If you connect your own tools to the Service, such as a calendar, CRM, or payment provider, your agreements with those providers govern your use of them. Serria is not responsible for those tools or for how their providers handle your data.

11. Fees, Talk Time, and payment

11.1 Subscription fees. You will pay the monthly subscription fee in your Order Form, billed in advance at the start of each billing period. The fee includes the monthly Talk Time allowance stated in your Order Form (the “Included Talk Time”).

11.2 Usage beyond your allowance. Talk Time beyond the Included Talk Time is billed at the overage rate in your Order Form, in arrears on your next invoice. Unused Talk Time does not roll over. Serria will email you when you reach 80% and 100% of your Included Talk Time.

11.3 All answered calls count. Talk Time includes every call an Agent answers, including wrong numbers, spam, and sales calls. Serria configures Agents to end obvious solicitation calls quickly to limit this usage.

11.4 Other charges. Your Order Form may include other charges, such as setup fees, HIPAA Mode fees, extra phone numbers, texts to Callers, carrier registration fees, additional Agents or languages, and custom work. Third-party fees that Serria passes through, such as carrier registration fees, are charged at Serria’s cost plus any markup stated in the Order Form.

11.5 Payment. You authorize Serria and its payment processor to charge your card or bank account on file for all fees when due. Invoiced amounts are due within 15 days of the invoice date. Late amounts may bear interest at the lower of 1.5% per month or the highest rate the law allows, and you will pay reasonable costs of collecting them, including attorneys’ fees.

11.6 Taxes. Fees do not include taxes. You will pay all sales, use, telecommunications, and similar taxes and regulatory fees on the Service, except taxes on Serria’s income.

11.7 Price changes. Serria may change its fees with at least 30 days’ written notice. A change applies from your first billing period after the notice period ends, or, for a fixed term longer than one month, from your next renewal. If you do not agree, you may cancel before the change takes effect.

11.8 Billing disputes. You must tell Serria in writing about a billing dispute within 30 days of the charge. The parties will work in good faith to resolve it, and you will pay undisputed amounts on time.

11.9 Refunds. Fees are non-refundable except as this Agreement expressly provides.

12. Term, renewal, cancellation, and suspension

12.1 Term. This Agreement starts on the Effective Date and continues while any Order Form is in effect (the “Term”).

12.2 Renewal. Each Order Form lasts for the initial term it states, or one month if it states none. It then renews automatically for successive periods of the same length, up to one year each, unless either party cancels under Section 12.3. For initial terms of three months or longer, Serria will email you a reminder at least 30 days before the cancellation deadline.

12.3 Cancellation. You may cancel a month-to-month Order Form at any time by emailing admin@serria.net or in your account, effective at the end of the current billing period. Either party may cancel the renewal of a longer term by written notice at least 30 days before the renewal date. Serria may end a month-to-month Order Form for any reason with 30 days’ written notice. There are no refunds for partial billing periods unless this Agreement says otherwise.

12.4 Termination for breach. Either party may terminate this Agreement or an Order Form if the other party materially breaches it and fails to cure the breach within 30 days after written notice, or 10 days for non-payment. Either party may also terminate immediately if the other becomes insolvent or stops doing business. If you terminate because of Serria’s uncured breach, Serria will refund prepaid fees for the period after termination.

12.5 Suspension. Serria may suspend all or part of the Service if:

1. you are more than 10 days late on a payment after Serria’s notice;
2. your use violates Section 5, 6, or 7 or the law, or creates a security, legal, or carrier risk;
3. a Third-Party Provider or carrier requires it; or
4. suspension is needed to prevent harm to Serria, its other customers, or the public.

Serria will give notice first where practicable, so you can redirect your calls. Serria will limit any suspension to what is reasonably needed and restore the Service promptly once the issue is resolved. Fees continue during a suspension caused by you.

12.6 When an Order Form or this Agreement ends.

1. The affected Agents stop answering, so you must remove call forwarding to Serria numbers before the end date.
2. All unpaid fees become due.
3. You may request an export of the affected Customer Data under Section 8.7 within 30 days.
4. Serria will then delete the affected Customer Data within 60 days after the export window closes, except data the law requires Serria to keep and copies in routine backups until those backups expire.
5. Serria will help port numbers under Section 2.5 if you asked before the end date.

13. Intellectual property

13.1 Serria’s property. Serria and its licensors own the Service and all related technology and materials, including Agent prompts, workflows, scripts, conversation designs, templates, integrations, voices and personas Serria creates, documentation, know-how, and all improvements to them (“Serria Materials”). Serria Materials do not include Customer Data or your trademarks. This Agreement does not transfer ownership of any intellectual property.

13.2 Your right to use the Service. During the Term, and subject to this Agreement, Serria grants you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service for your own business operations.

13.3 Your name and materials. You grant Serria a non-exclusive, royalty-free license during the Term to use your business name, logos, and other materials you provide, only to provide the Service, such as having an Agent greet Callers in your business’s name.

13.4 Custom voices. If you provide voice recordings to create a custom voice, you confirm that you have the written consent of the person whose voice it is for this use. Serria will use the custom voice only for your Agents and will delete it from its accounts when this Agreement ends, unless the parties agree otherwise in writing.

13.5 Publicity. Serria may name you as a customer, with your logo, on its website and in sales materials. You may withdraw this permission at any time by email.

14. Confidentiality

14.1 What is confidential. “Confidential Information” means non-public information one party (the discloser) shares with the other (the recipient) that is marked confidential or that a reasonable person would understand to be confidential. Serria’s Confidential Information includes Serria Materials and its pricing. Your Confidential Information includes Customer Data. Confidential Information does not include information that:

1. is or becomes public through no fault of the recipient;
2. the recipient already knew without a duty of confidentiality;
3. the recipient receives from someone else without a duty of confidentiality; or
4. the recipient develops independently.

14.2 Protection. The recipient will use Confidential Information only to perform its obligations and exercise its rights under this Agreement, and will protect it with at least reasonable care. It may share it only with its employees, contractors, advisors, and Third-Party Providers who need to know it and are bound by confidentiality duties at least as protective as these.

14.3 Required disclosure. The recipient may disclose Confidential Information when the law or a court requires it. Where legally allowed, it will first give the discloser reasonable notice so the discloser can seek protection.

14.4 Duration. These obligations last during the Term and for three years afterward. For trade secrets and Personal Data, they last as long as the law protects that information.

15. Warranties and disclaimers

15.1 Both parties. Each party confirms that it has authority to enter into this Agreement and will comply with the laws that apply to its own performance under it.

15.2 Serria’s service warranty. Serria will provide the Service in a professional and workmanlike manner and will configure each Agent consistently with the configuration you approved. If Serria breaches this warranty, tell Serria in writing within 30 days of discovering the problem, and Serria will fix it. If Serria cannot fix it within 30 days, you may end the affected Order Form and receive a refund of prepaid fees for the period after it ends. These are your exclusive remedies for breach of this warranty.

15.3 Your warranties. You confirm that:

1. you have the rights to all Customer Data and other materials you provide;
2. the business information you give Serria is accurate;
3. you have given the notices and obtained the consents you are responsible for under Sections 5, 7, and 9; and
4. any voice recordings you provide come with the speaker’s written consent for their use in the Service.

15.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND SERRIA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SERRIA DOES NOT WARRANT THAT THE SERVICE OR AI OUTPUT WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, OR ERROR-FREE, THAT EVERY CALL WILL BE ANSWERED, OR THAT THE SERVICE WILL PRODUCE ANY PARTICULAR BUSINESS RESULT.

16. Indemnification

16.1 By you. You will defend Serria, its affiliates, and their officers, employees, and agents, as well as ElevenLabs and Serria’s other Third-Party Providers, against any third-party claim, regulatory action, or proceeding to the extent it arises from any of the following. You will also pay the resulting damages, fines, penalties, settlements, and reasonable attorneys’ fees.

1. Your products, services, and dealings with Callers, including the prices, estimates, policies, and work the Agent communicates as you approved.
2. Customer Data or other materials you provide, including voice recordings.
3. Outbound calls or texts made at your direction, or your failure to obtain consents or give notices you are responsible for under Sections 5, 7, or 9.
4. Your violation of the law, including Telecom Laws and privacy laws, or of Section 6.
5. Changes to an Agent’s greeting, notices, or other compliance features that you make, or that you instruct Serria to make over its written objection.

16.2 By Serria. Serria will defend you against any third-party claim alleging that the Service, as Serria provides it and as used under this Agreement, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret. Serria will pay the resulting damages awarded and any settlements Serria agrees to. Serria has no obligation for claims arising from Customer Data, your materials, changes not made by Serria, combinations with items Serria did not provide, or use in breach of this Agreement. If the Service is or may become subject to such a claim, Serria may modify it, obtain a license for your continued use, or end the affected Order Form and refund prepaid fees for the remaining period. This Section 16.2 states Serria’s entire liability for infringement claims.

16.3 Process. The party seeking a defense will notify the defending party promptly; a delay reduces the defending party’s obligations only to the extent the delay harms its defense. The defending party will control the defense and settlement, but it may not settle in a way that imposes obligations on, or admits fault by, the defended party without that party’s consent, which may not be unreasonably withheld. The defended party will reasonably cooperate at the defending party’s expense and may join with its own counsel at its own expense.

17. Limitation of liability

17.1 No indirect damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES (INCLUDING MISSED CALLS, MISSED OR INCORRECT APPOINTMENTS, AND LOST JOBS), LOSS OF GOODWILL, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED THAT THEY WERE POSSIBLE.

17.2 Cap. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES YOU PAID OR OWE TO SERRIA UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. FOR FREE TRIALS AND DEMOS, SERRIA’S TOTAL LIABILITY WILL NOT EXCEED $100.

17.3 Exceptions. Sections 17.1 and 17.2 do not limit:

1. your obligation to pay fees;
2. your obligations under Section 16.1;
3. liability for your breach of Section 6 or Section 7.2; or
4. either party’s liability for fraud, gross negligence, or willful misconduct, or any liability the law does not allow to be limited.

17.4 Allocation of risk. The fees reflect this allocation of risk. These limits apply to all theories of liability, including contract, tort, and statute, even if a limited remedy fails of its essential purpose.

18. Disputes and governing law

18.1 Talk first. Before starting a lawsuit, a party must give the other written notice describing the dispute, and the parties will try in good faith to resolve it for at least 30 days. This step does not apply to collecting overdue fees or to urgent court orders protecting intellectual property or Confidential Information.

18.2 Governing law. The laws of the State of Oregon govern this Agreement, without regard to conflict-of-laws rules.

18.3 Courts. The state and federal courts located in Multnomah County, Oregon have exclusive jurisdiction over any dispute arising from this Agreement, and each party consents to their jurisdiction. Either party may instead bring an eligible claim in small claims court.

18.4 Jury-trial and class-action waivers. TO THE EXTENT THE LAW ALLOWS, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES TO BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING.

19. Changes to this Agreement

Serria may update this Agreement from time to time. For changes that materially affect your rights or obligations, Serria will give you at least 30 days’ notice by email or in your account before they take effect. If you object, you may cancel before the effective date, and the prior version will apply until your cancellation takes effect; otherwise, the updated Agreement applies from its effective date.

Changes required by law, by a Third-Party Provider, or for security take effect when Serria gives notice. No update changes the fees or term of a signed Order Form during its current term.

20. General terms

20.1 Order of precedence. If documents conflict, this order applies: (a) a business associate agreement or other written amendment signed by both parties; (b) the Order Form, for fees, term, and features; (c) this Agreement; and (d) documents incorporated by reference. An Order Form cannot reduce your obligations under Sections 5, 6, 7, or 10 unless it says so expressly.

20.2 Entire agreement. This Agreement, including its schedules and Order Forms, is the parties’ entire agreement on its subject and replaces earlier proposals and discussions. Terms in your purchase orders or similar documents do not apply, even if Serria accepts them. Except as Section 19 allows, changes must be in writing and signed by both parties.

20.3 Assignment. You may not assign this Agreement without Serria’s written consent, except to a buyer of all or substantially all of your business that agrees in writing to be bound, once all amounts due are paid. Serria may assign this Agreement to an affiliate or to a successor in a merger, acquisition, or sale of its business or assets, with notice to you. Any other attempted assignment is void.

20.4 Independent parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship.

20.5 Third-party beneficiaries. ElevenLabs is a third-party beneficiary as Section 10.3 states, and the parties protected under Section 16 may rely on it. There are no other third-party beneficiaries.

20.6 Notices. Routine notices, including notices of changes under Section 19, may be sent by email to the addresses in the Order Form (for Serria, admin@serria.net). Notices of breach, termination, or a legal claim must be sent by email and also by courier or certified mail to the other party’s business address. Each party will keep its notice details current.

20.7 Force majeure. Neither party is liable for a delay or failure to perform, other than paying money, caused by events beyond its reasonable control. These include natural disasters, power or internet failures, carrier or Third-Party Provider outages, cyberattacks, labor disputes, war, terrorism, and government action. The affected party will notify the other and use reasonable efforts to resume performance.

20.8 Export and sanctions. You will not use the Service in violation of U.S. export control or sanctions laws, or in or for a country or person subject to U.S. sanctions.

20.9 Electronic signatures. The parties may sign and deliver this Agreement and Order Forms electronically, including by clicking to accept. Electronic signatures and records have the same effect as originals.

20.10 Severability and waiver. If a court finds a provision unenforceable, it will be enforced to the maximum extent allowed and the rest of this Agreement remains in effect. A failure or delay in enforcing a provision is not a waiver.

20.11 Survival. Provisions that by their nature should survive will survive the end of this Agreement. These include Sections 8, 9 (while Serria holds Personal Data), 11 (for amounts owed), 12.6, 13, 14, 15.4, 16, 17, 18, and 20.

20.12 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” If this Agreement is translated, the English version controls.