Terms of Service

1. Acceptance and parties

These Terms of Service form a contract between Jelliu Corporation, a corporation incorporated on 4 August 2026 under the laws of the State of Delaware, United States, filed with the Delaware Division of Corporations under file number 10722311, with its registered office at 131 Continental Dr, Suite 305, Newark, DE 19713, United States, trading as Jelliu and operating jelliu.co and app.jelliu.co ("Jelliu"), and the legal entity that creates an account or uses the platform (the "Customer"). By creating an account, accepting a quote or using the service, the Customer accepts these terms.

Whoever accepts represents that they have authority to bind the legal entity they represent. The platform is offered solely for professional or business use; it is not offered to consumers or to natural persons acting outside their trade or profession.

The Data Processing Addendum published at jelliu.co/dpa forms an integral part of this contract, together with the sub-processor list Jelliu provides to any Customer who requests it under section 8 of that Addendum.

2. Description of the service

Jelliu provides a platform that lets the Customer configure and operate artificial-intelligence agents that hold conversations by phone, WhatsApp, web chat and email; run outbound contact campaigns; connect those conversations to its own tools; and review the resulting analytics.

Jelliu provides software. It is not a telemarketing agency, it does not compile the Customer’s contact lists, it does not decide who is called or why, and it does not verify the lawfulness of the campaigns the Customer configures.

3. Accounts and users

• The Customer is responsible for the accuracy of its registration details and for keeping them current.
• The Customer is responsible for all activity under its account, including that of users it invites into its workspace, and for removing access from anyone who no longer needs it.
• The Customer must notify us without delay of any unauthorised use of its account or any credential compromise.
• API credentials and integration tokens are confidential; their disclosure is the Customer’s responsibility.
• An account may not be shared between different legal entities or resold without Jelliu’s written agreement.

4. Plans, pricing, billing and renewal

• Plans are billed in advance, monthly or annually as chosen, and include an allowance of minutes and messages. Usage above the allowance is billed at the prevailing overage rate.
• The subscription renews automatically for successive periods equal to the one subscribed, unless the Customer cancels before the end of the current period from the billing dashboard. Cancellation takes effect at the end of the paid period; periods already started are not pro-rated.
• Jelliu may change prices on at least thirty (30) days’ prior notice by email and in the application. The new price applies from the following renewal. A Customer who does not accept it may cancel before that renewal without penalty.
• Amounts are exclusive of taxes, which are added where applicable. Unpaid invoices accrue late interest at the maximum rate permitted by law.
• Except where mandatory law provides otherwise, payments are non-refundable. An account with invoices more than fifteen (15) days overdue may be suspended under section 15.

5. Fair use, rate limits and capacity

The platform applies per-account rate limits on API requests, concurrent conversations and outbound contact volume. Those limits protect availability for all customers and are published in the documentation.

Jelliu may apply additional temporary limits to an account whose usage pattern degrades the service for other customers, and will notify the Customer explaining why. Usage that sustainedly exceeds what is reasonable for the subscribed plan entitles Jelliu to propose a higher plan or, failing agreement, to terminate the contract on thirty (30) days’ notice.

6. Acceptable use and prohibited uses

The Customer will not use the platform, nor permit it to be used, for any of the following. This list is enforceable and a breach is grounds for immediate suspension under section 15.

• Impersonating a specific natural person, a public authority or any business other than the Customer, or leading the other party to believe they are speaking with a particular person when they are not.
• Cloning, replicating or imitating a person’s voice without their express, written, informed and verifiable consent for that specific purpose.
• Producing or distributing synthetic content depicting a real person saying or doing something they did not say or do, in any format.
• Deceiving the other party about the artificial nature of the agent, about the identity of the business calling, or about the purpose of the call.
• Conducting unlawful surveillance, recording conversations without the legal basis required in the other party’s jurisdiction, or extracting personal data by deception.
• Contacting people whose data was obtained without a legal basis, purchased from a third party without safeguards, or listed on an applicable do-not-call registry.
• Collecting debts, offering financial, health or legal services, or carrying on any regulated activity without the required licences and authorisations.
• Distributing unlawful, defamatory, discriminatory or harassing content, or content promoting physical harm.
• Breaching, probing or circumventing the platform’s security measures, or accessing another customer’s data.
• Reverse-engineering the platform, or using its outputs to train, fine-tune, benchmark or otherwise develop a language model, a voice-agent system or any product competing with Jelliu.

7. Ownership: Customer inputs and agent outputs

Customer inputs. Everything the Customer contributes — prompts, instructions, knowledge documents, contact lists, recordings, transcripts and its end customers’ data — remains the Customer’s. Jelliu acquires no rights in that material beyond the strictly necessary, non-exclusive licence, limited to the term of the contract, to host, process and transmit it in order to provide the service.

Agent outputs. To the extent Jelliu holds any right in the text or audio an agent generates in the Customer’s conversations, it assigns that right to the Customer. The Customer acknowledges that identical or similar outputs may be generated for other customers from similar prompts, and that Jelliu does not warrant their originality or their protectability as a work.

Platform. The software, models, brand, documentation and every improvement to the platform are and remain Jelliu’s property. Nothing in this contract transfers those rights.

Feedback. If the Customer submits product suggestions, Jelliu may use them freely without consideration or attribution.

8. AI outputs: accuracy and no reliance

Agents generate language using probabilistic models. They can produce statements that are incorrect, out of date or fabricated, even where the prompt and the knowledge documents are correct. This is an inherent limitation of the technology, not a defect in the service.

The Customer must not rely on an agent’s outputs to take medical, legal, financial, safety or any other decision where an error could cause harm, without prior human review. It is for the Customer to define the controls and escalations to a human that its use case requires.

The Customer is responsible for any commitment an agent makes to a third party on its behalf — prices, deadlines, terms or appointments — to the same extent as if one of its own employees had made it.

9. AI disclosure: what the platform does and what the Customer decides

Agents answer honestly when asked whether they are an artificial intelligence, and in no case claim or imply to be a person. They do not volunteer that identification when opening the conversation.

The Customer is responsible for determining whether the law applicable to its recipients requires proactive disclosure — including California Business and Professions Code § 17941, the other US state laws on disclosure of automated systems, and Article 50 of Regulation (EU) 2024/1689 (the AI Act) when contacting people in the European Union — and for configuring its agents’ opening message accordingly. Jelliu provides that field.

The Customer undertakes not to instruct an agent to deny being an artificial intelligence or to claim to be a person, and not to attempt to circumvent that rule through instructions, a customised opening message, or any other mechanism. Doing so is grounds for immediate suspension.

10. Customer representations on dialling, messaging and recording

The Customer represents and warrants, for every campaign, list and conversation it runs on the platform:

• That it has a valid legal basis to process the personal data of each person contacted and to contact them, including the prior express written consent required by the Telephone Consumer Protection Act where the communication is commercial and uses automated technology or a prerecorded voice, or the corresponding GDPR Article 6 basis where the recipient is in the European Economic Area — and that it can evidence it.
• That it observes the calling-time restrictions of the FTC’s Telemarketing Sales Rule and FCC regulations — no calls before 8:00 a.m. or after 9:00 p.m. in the recipient’s local time — that it scrubs against the National Do Not Call Registry before each campaign, and that it maintains and honours its own internal do-not-call list for at least five (5) years.
• That it complies with the Telephone Consumer Protection Act (47 U.S.C. §227) and its implementing rules, including prior express written consent where the call or message is telemarketing made with automated technology or a prerecorded voice, as well as the National Do Not Call Registry and internal do-not-call lists.
• That it complies with equivalent United States state laws, including Florida (FTSA), Oklahoma (OTSA), Washington and Maryland, and their own consent and calling-hour requirements.
• That it complies with the communications recording laws applicable to the other party, including the all-party consent laws in force in California, Illinois, Florida, Pennsylvania, Washington and other such states, and obtains that consent where the law requires it.
• That it will not use the platform to contact people whose data it obtained from sources that do not permit that use.
• That it will inform the people contacted of the identity of the controller, which is the Customer itself, and of how to exercise their rights.

The Customer will indemnify Jelliu, its officers and employees against every claim, penalty, fine, class action, cost and attorney’s fee arising from a breach of any representation in this section. This indemnity is not subject to the liability cap in section 18.

11. Voice cloning: Customer representation

If the Customer uploads or causes to be uploaded a voice sample to create a custom voice, it represents and warrants that it owns the rights in that voice or holds the express, written, informed, purpose-specific and revocable consent of the person to whom it belongs, and that it retains evidence of that consent for as long as the voice is in use and for two (2) years thereafter.

The Customer will produce that evidence at Jelliu’s request within five (5) business days. If it does not, Jelliu may disable the voice with no liability whatsoever.

Cloning the voice of a deceased person, of a minor, of a public figure without their authorisation, or of any person for the purpose of impersonating them, is prohibited without exception.

12. Data protection

With respect to the personal data the Customer uploads to or generates on the platform, the Customer is the controller and Jelliu is the processor. That relationship is governed by the Data Processing Addendum published at jelliu.co/dpa, which is incorporated into this contract by reference and which the Customer accepts on use of the platform.

In the event of a conflict between these Terms and the Data Processing Addendum on a personal data matter, the Addendum prevails.

• Data Processing Addendum (DPA)

13. Confidentiality

Each party will keep the other’s non-public information confidential, use it only to perform this contract, and protect it with the same care it applies to its own and never less than reasonable care. This obligation survives for five (5) years after termination and, for trade secrets, for as long as they remain such.

Information is not confidential if it is or becomes public through no fault of the receiving party, was already lawfully known to it, or is independently developed by it. Disclosure compelled by a competent authority is permitted on prior notice to the other party where the law does not prohibit it.

14. Service availability

Jelliu does NOT offer a service level agreement with an uptime commitment or service credits on the self-serve plans (Starter, Growth and Business). Those plans are provided on a commercially reasonable efforts basis. This is stated expressly because ambiguity here is precisely what ends up in litigation.

A service level agreement with a committed monthly uptime percentage, service credits for failure to meet it, support response times and agreed maintenance windows is available on the Enterprise plan only, under a written signed contract. No availability commitment exists unless it is recorded in that document.

Jelliu will endeavour to announce scheduled maintenance at least twenty-four (24) hours in advance in the application. Unavailability caused by telephony providers, model providers, third-party messaging networks or force majeure falls outside any commitment.

15. Suspension and termination

• The Customer may terminate at any time by cancelling its subscription; termination takes effect at the end of the paid period.
• Jelliu may suspend access immediately and without notice where there is a breach of section 6, section 9 or section 10, where account activity threatens the security or availability of the platform, or where a competent authority so orders. The suspension and its reason will be notified as soon as reasonably possible.
• Jelliu may suspend access for invoices more than fifteen (15) days overdue, on seven (7) days’ prior notice.
• Either party may terminate for the other’s material breach that is not cured within thirty (30) days of written notice.
• Jelliu may terminate for convenience on ninety (90) days’ notice, refunding the unused pro-rata portion of the paid period.

16. Data export and deletion on termination

For thirty (30) days after termination, the Customer retains the ability to export its data from the dashboard or to ask Jelliu for an export in a structured, commonly used format. Jelliu does not charge for this export.

After that period, Jelliu will delete the personal data processed on the Customer’s behalf on the terms of the Data Processing Addendum, except for retention required by law. Backups are overwritten in the ordinary rotation cycle.

Jelliu will not withhold Customer data as leverage to collect an outstanding invoice.

17. Warranties and disclaimers

Jelliu warrants that it will provide the service with the care and skill reasonably expected of a professional provider in this sector, and that it will not knowingly introduce malicious code into the platform.

Except as stated above and to the maximum extent permitted by law, the platform is provided "as is" and "as available". Jelliu does not warrant that the service will be uninterrupted or error-free, that agent outputs will be accurate, that the platform will serve any particular purpose of the Customer, or that the Customer’s use of it will comply with the regulations applicable to the Customer’s own business. Nothing here excludes liability that mandatory law does not permit to be excluded.

18. Limitation of liability

To the maximum extent permitted by law, Jelliu’s total aggregate liability arising out of or relating to this contract, on any basis, will not exceed the amount actually paid by the Customer to Jelliu in the twelve (12) months preceding the event giving rise to the claim.

Neither party will be liable for lost profits, lost revenue, loss of data, lost business opportunity, or for indirect, incidental, special or punitive damages, even if advised of their possibility.

The cap above does NOT apply, and liability is uncapped, in the following cases:

• The Customer’s indemnity obligations under sections 10 and 19.
• Either party’s breach of the confidentiality obligations in section 13.
• Either party’s wilful misconduct, gross negligence or fraud.
• Amounts owed by the Customer for subscription fees, overages and taxes.
• Death or personal injury, and any other liability that mandatory law does not permit to be limited.

19. Indemnity

The Customer will indemnify Jelliu against any third-party claim arising from: its content and contact lists; a breach of the representations in sections 10 and 11; use of the platform for any of the prohibited purposes in section 6; and infringement of third-party rights by its campaigns.

Jelliu will indemnify the Customer against any third-party claim alleging that the platform, used in accordance with this contract, infringes a patent, copyright or trade mark. This does not cover claims arising from the Customer’s content, from unauthorised modifications, or from use of the platform in combination with items not supplied by Jelliu.

The party seeking indemnity will notify the claim without delay, hand control of the defence to the other party and cooperate reasonably. No settlement imposing obligations on the indemnified party may be entered into without its consent.

20. Changes to these terms

Jelliu may amend these Terms. Every material amendment will be notified by email and in the application at least thirty (30) days before it takes effect, and published on this page with a new last-updated date.

A Customer that does not accept the amendment may terminate before it takes effect and will be refunded the unused pro-rata portion of the paid period. Continued use after that date constitutes acceptance.

21. Governing law and dispute resolution

This contract is governed by the laws of the State of Delaware, United States of America, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

Any dispute arising out of or relating to this contract that is not resolved directly within thirty (30) days of one party’s written notice to the other will be referred to arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in force. The tribunal will consist of one (1) arbitrator appointed under those rules, the seat of the arbitration will be Wilmington, Delaware, the language will be English, and the award will be made at law. The award is final and binding, and may be enforced in any court of competent jurisdiction.

Notwithstanding the above, either party may apply to the state or federal courts located in New Castle County, Delaware, for urgent interim relief and for enforcement of the award.

The parties waive the right to consolidate their claims with those of third parties and to bring or participate in class or collective actions in respect of the matters covered by this contract, to the extent permitted by law.

22. General provisions

• Assignment: the Customer may not assign this contract without Jelliu’s written consent. Jelliu may assign it to a successor by merger, demerger or acquisition, on notice to the Customer.
• Force majeure: neither party is liable for a failure caused by events beyond its reasonable control, which does not include lack of funds.
• Severability: if a clause is held invalid, the rest remains in full force and that clause will be construed in the way closest to the original intention that is valid.
• No waiver: failure to enforce a clause is not a waiver of the right to enforce it later.
• Notices: notices to Jelliu go to the address in section 23; notices to the Customer go to its account administrator’s email address and to the application.
• Entire agreement: these Terms, the Data Processing Addendum, the current sub-processor list provided under that Addendum, the Privacy Policy and any signed order form constitute the entire agreement between the parties and supersede any prior agreement on the same subject matter.
• Relationship: the parties are independent contractors. Nothing creates a partnership, agency or employment relationship.

23. Contact

The company you are contracting with is Jelliu Corporation, a Delaware corporation with its registered office at 131 Continental Dr, Suite 305, Newark, DE 19713, United States, operator of jelliu.co and app.jelliu.co. For questions about these Terms of Service, write to us at:
contact@jelliu.com