Terms of Service

Effective Date: Apr. 11, 2025
Company: Ojo AI, Inc. (“Ojo AI,” “we,” “us,” or “our”)
Address: 1235 Pennsylvania Ave SE, Unit #1138, Washington, DC 20003
Contact: liam@ojoai.us

These Terms of Service (the “Terms”) govern access to and use of: (a) the Ojo AI website located at ojoai.us and any related websites we operate (the “Website”); and (b) Ojo AI’s hosted software platform, dashboard, APIs, integrations, automations, AI detection tools, alerting workflows, audio deterrence features, documentation, and related services we make available (collectively, the “Service”).

By accessing or using the Website or Service, clicking to accept these Terms, creating an account, placing an order, or executing an order form, you agree to these Terms on behalf of yourself and, if applicable, the business or other legal entity you represent (“Customer,” “you,” or “your”). If you accept these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity.

If Customer and Ojo AI have entered into a separate written master services agreement, enterprise agreement, reseller agreement, or order form signed by both parties, that agreement controls to the extent of any direct conflict with these Terms.

1. Business Use Only

The Website and Service are offered for business and commercial use only, and not for personal, family, or household use.

You represent and warrant that:

1. you are using the Website and Service for business purposes;

2. you are legally able to enter into these Terms;

3. all information you provide to Ojo AI is accurate and current; and

4. you will ensure that all of your employees, contractors, administrators, operators, dealers, channel partners, and other users you authorize to access the Service (“Users”) comply with these Terms.

You are responsible for all acts and omissions of your Users as if they were your own.

2. License and Access Rights

Subject to these Terms and payment of all applicable fees, Ojo AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription term to access and use the Service solely for Customer’s internal business operations and solely in accordance with these Terms, any applicable order form, and our documentation (“Documentation”).

Customer will not, and will not permit any third party to:

1. copy, reproduce, modify, translate, adapt, or create derivative works of the Service except as expressly permitted by law and only to the minimum extent such law cannot be waived;

2. sell, resell, rent, lease, license, sublicense, distribute, time-share, outsource, or provide the Service on a service bureau, managed service, white-label, or similar basis unless expressly authorized by Ojo AI in writing;

3. reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, models, non-public APIs, prompts, logic, or underlying ideas from the Service;

4. access the Service to build, train, improve, benchmark, or operate a competing product or service;

5. remove or obscure any proprietary notices;

6. bypass or circumvent usage limits, account restrictions, security measures, or camera/device counting mechanisms; or

7. use the Service except as expressly permitted by these Terms.

Ojo AI may suspend, limit, condition, or revoke access to the Service at any time in accordance with these Terms.

3. Accounts and Security

Customer is responsible for:

1. maintaining the confidentiality of all usernames, passwords, API keys, tokens, and credentials;

2. assigning access only to authorized Users;

3. promptly disabling access for any departed or unauthorized User;

4. using strong passwords and multi-factor authentication where available; and

5. promptly notifying Ojo AI of any suspected unauthorized access, credential compromise, or security incident involving Customer’s use of the Service.

Customer is fully responsible for all activity occurring under its accounts, whether or not authorized by Customer.

4. Service Changes; Beta Features

Ojo AI may update, enhance, modify, remove, replace, or discontinue any part of the Website or Service at any time. Ojo AI does not guarantee that any feature, integration, model behavior, workflow, alert type, audio deterrence script, dashboard function, API behavior, or output format will remain available or unchanged.

From time to time, Ojo AI may offer alpha, beta, preview, early-access, trial, experimental, or evaluation features (“Beta Features”). Beta Features are provided entirely on an AS IS, AS AVAILABLE, and WITH ALL FAULTS basis, may contain errors or inaccuracies, may be changed or discontinued at any time, and are excluded from any service commitments, support commitments, warranties, indemnities, or uptime obligations unless Ojo AI expressly states otherwise in writing.

5. Customer Content; Data Rights

5.1 Customer Content

“Customer Content” means all data, content, materials, and information submitted to, made available to, captured by, routed through, or generated through Customer’s use of the Service, including live or recorded video, snapshots, images, audio, metadata, logs, device identifiers, IP addresses, geolocation, configurations, workflows, prompts, instructions, and user-entered text.

As between Ojo AI and Customer, Customer retains ownership of Customer Content.

5.2 License to Ojo AI

Customer grants Ojo AI and its affiliates, subprocessors, contractors, hosting providers, telecommunications providers, and service providers a worldwide, non-exclusive, royalty-free right and license to host, store, copy, reproduce, process, transmit, analyze, display, perform, transform, and otherwise use Customer Content as necessary to:

1. provide, operate, maintain, support, and secure the Service;

2. generate detections, classifications, alerts, summaries, recommended actions, automations, and other outputs;

3. investigate suspected abuse, fraud, security incidents, or legal violations;

4. monitor usage, enforce these Terms, and verify compliance with pricing, camera counts, device counts, or plan limitations;

5. develop, improve, calibrate, test, and support the Service and related technologies; and

6. comply with applicable law, lawful requests, court orders, or governmental requirements.

5.3 Usage Data; Deidentified Data

Ojo AI may collect, create, and use technical, operational, statistical, and usage data relating to Customer’s use of the Service, provided such data does not identify Customer as the source in a direct, customer-facing way (“Usage Data”). Ojo AI may use Usage Data and deidentified or aggregated information derived from Customer Content for any lawful business purpose, including analytics, security, troubleshooting, service improvement, model evaluation, product development, and benchmarking.

5.4 Feedback

If Customer or any User provides suggestions, comments, enhancement requests, ideas, recommendations, bug reports, or other feedback regarding the Website or Service, Ojo AI may use, disclose, reproduce, modify, commercialize, and otherwise exploit that feedback for any purpose without restriction or obligation.

5.5 Privacy; DPA

To the extent Ojo AI processes personal data on Customer’s behalf, the parties agree that Customer is generally the controller/business and Ojo AI is generally the processor/service provider, unless applicable law requires otherwise for a particular activity. Customer is solely responsible for determining whether its use of the Service is lawful in any jurisdiction and for providing all required notices and obtaining all required consents. Any executed data processing agreement between Customer and Ojo AI will control over these Terms solely to the extent of a direct conflict regarding personal-data processing.

6. AI Outputs, Security Alerts, Audio Deterrence, and Operational Recommendations

Customer acknowledges and agrees that:

1. the Service uses software, automation, machine learning, heuristics, and other probabilistic systems;

2. outputs may include false positives, false negatives, missed events, delayed events, incorrect classifications, incomplete summaries, mistaken recommendations, or failures to trigger;

3. any labels, summaries, prioritizations, or recommendations — including phrases such as “safe,” “escalate,” “warning,” “call the police,” or similar operational guidance — are informational suggestions only and are not factual guarantees, legal advice, security advice, or emergency instructions;

4. Customer is solely responsible for reviewing outputs, determining appropriate responses, and deciding whether to contact law enforcement, security personnel, emergency responders, employees, contractors, property managers, or any other third party;

5. Ojo AI does not guarantee that the Service will detect, classify, prevent, or deter any crime, trespass, intrusion, weapon, fire, smoke event, safety issue, policy violation, or any other incident;

6. Ojo AI is not a 911 provider, emergency-response provider, central station, guard company, alarm company, law-enforcement agency, insurer, or guarantor of public or site safety; and

7. unless Ojo AI expressly agrees otherwise in a separately signed written agreement, Ojo AI has no duty to monitor Customer’s premises, review all alerts, dispatch authorities, contact first responders, or take any action in response to any event.

Customer is solely responsible for maintaining independent security measures, human oversight, escalation procedures, staffing, supervision, signage, training, and emergency protocols.

7. Customer Responsibilities and Compliance Obligations

Customer represents, warrants, and covenants that Customer will:

1. collect, use, disclose, transfer, and provide Customer Content to Ojo AI lawfully;

2. obtain and maintain all rights, licenses, permissions, authorizations, notices, waivers, and consents required to use the Service and to enable Ojo AI to process Customer Content;

3. comply with all laws applicable to Customer’s use of the Service, including laws relating to privacy, surveillance, audio recording, call recording, eavesdropping, wiretapping, biometrics, employment, labor, consumer protection, property access, landlord-tenant relationships, evidence preservation, export controls, sanctions, and sector-specific regulations;

4. provide all required video/audio monitoring notices, signage, employee notices, contractor notices, and public-facing disclosures;

5. ensure that all scripts, messages, recorded announcements, talk-down content, speaker outputs, warnings, and audio deterrence content used by Customer are lawful, accurate, appropriate, and non-defamatory;

6. independently determine retention periods, access permissions, incident-response settings, and escalation settings appropriate for Customer’s operations and legal obligations;

7. maintain legally sufficient backup procedures, business continuity processes, and alternative security measures;

8. ensure that Customer’s facilities, cameras, microphones, speakers, networks, routers, NVRs, servers, internet connections, electricity, mobile devices, and third-party services are configured and maintained appropriately;

9. promptly review outputs and not rely on the Service as the sole basis for decisions where human review is required by law or prudent under the circumstances; and

10. use the Service only in a manner consistent with the Documentation and all Ojo AI instructions.

Unless expressly enabled by Ojo AI in Documentation or in a signed agreement, Customer will not use the Service for facial recognition, biometric identification, or to make solely automated decisions that produce legal or similarly significant effects on individuals.

8. Prohibited Uses

Customer will not, and will not permit any User or third party to, use the Website or Service to:

1. violate any law, regulation, court order, industry rule, or third-party right;

2. harass, defame, discriminate against, stalk, intimidate, or unlawfully surveil any person;

3. infringe or misappropriate intellectual property, privacy, publicity, confidentiality, or other rights;

4. upload, store, transmit, or process malware, malicious code, or unlawful content;

5. interfere with or disrupt the integrity, performance, or security of the Service or any third-party systems;

6. test, probe, scan, or exploit vulnerabilities without authorization;

7. avoid, manipulate, or underreport camera counts, device counts, usage levels, or fees;

8. use the Service in connection with life-support systems, nuclear facilities, weapons systems, aviation safety, or other hazardous or mission-critical environments where failure could reasonably lead to death, personal injury, or catastrophic property or environmental damage;

9. publish or disclose benchmarks, penetration-test results, comparative testing, or performance analyses of the Service without Ojo AI’s prior written consent;

10. use the Service to build, train, or improve any competing model, service, or dataset;

11. access the Service by any automated means except through documented and authorized APIs; or

12. use the Service in any way that could subject Ojo AI to regulatory obligations, investigations, penalties, or legal risk that Ojo AI did not expressly agree to undertake.

9. Third-Party Systems, Hardware, Telecom, and Integrations

The Service may depend on or interoperate with third-party cameras, microphones, speakers, recorders, networks, storage services, telecommunication carriers, email providers, SMS providers, cloud platforms, browsers, operating systems, APIs, and other hardware or software not controlled by Ojo AI.

Ojo AI does not warrant or assume responsibility for:

1. compatibility with any third-party device or system;

2. network interruptions, internet outages, cellular failures, carrier delays, ISP failures, electrical outages, or degraded bandwidth;

3. failures caused by third-party equipment, firmware, cabling, positioning, lighting, weather, environment, obstruction, camera angles, or device configuration;

4. failures or delays in email, SMS, push notifications, webhook delivery, third-party integrations, or law-enforcement communication; or

5. acts, omissions, failures, or terms of any third-party provider.

Customer is solely responsible for obtaining and complying with all third-party contracts, licenses, and permissions required for Customer’s use of the Service.

10. Fees, Billing, Verification, Taxes, and Payment Terms

10.1 Fees

Customer will pay all fees specified at checkout, in the applicable order form, or in any other pricing document accepted by Customer. Except as expressly stated in a signed writing, all fees are quoted and payable in U.S. dollars.

10.2 No Refunds

ALL FEES ARE NON-CANCELABLE AND NON-REFUNDABLE, EXCEPT TO THE EXTENT REQUIRED BY NON-WAIVABLE LAW OR EXPRESSLY STATED IN A SIGNED WRITING BY OJO AI.

10.3 Renewals

Subscriptions automatically renew for successive renewal terms equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term, unless a different notice period is stated in an order form.

10.4 Payment; Late Charges; Collection Costs

Unless otherwise stated in an order form, fees are due immediately upon invoice or charge. Late amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer will reimburse Ojo AI for all reasonable costs of collection, including attorneys’ fees, agency fees, and court costs.

10.5 Suspension for Nonpayment

Ojo AI may suspend or limit access to the Service for late payment, failed charges, chargebacks, credit risk, or suspected fraud. Suspension does not relieve Customer of payment obligations.

10.6 Usage Verification; Underreported Usage

Because pricing may depend on connected cameras, streams, devices, locations, or usage volumes, Customer authorizes Ojo AI to verify Customer’s usage remotely or by reasonable records review. If Ojo AI determines that Customer underreported usage or underpaid fees, Ojo AI may invoice Customer retroactively at the applicable contracted rate or Ojo AI’s then-current rate, and Customer will promptly pay such amounts.

10.7 Taxes

Fees exclude all sales, use, VAT, GST, HST, withholding, excise, telecommunications, and similar taxes, duties, and assessments, except taxes based on Ojo AI’s net income. Customer is responsible for all such taxes and will reimburse Ojo AI for taxes Ojo AI pays on Customer’s behalf, unless Customer provides a valid exemption certificate in advance.

10.8 No Setoff

Customer will make all payments without setoff, deduction, counterclaim, withholding, or reduction of any kind, except as required by non-waivable law.

10.9 Free Trials; Free Tiers; Promotional Access

Any free trial, pilot, promotional period, discount, or free tier may be modified, limited, suspended, or terminated by Ojo AI at any time. Ojo AI may require a payment method for any trial or pilot and may convert a trial or pilot to paid service unless cancelled before the end of the stated trial period.

11. Intellectual Property

The Website and Service, including all software, interfaces, Documentation, models, workflows, prompts, visual design, text, logos, trade names, inventions, know-how, algorithms, and all related intellectual property rights, are and remain the exclusive property of Ojo AI and its licensors.

Except for the limited rights expressly granted under these Terms, no rights are granted to Customer by implication, estoppel, or otherwise.

12. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that should reasonably be understood to be confidential, including business plans, product plans, technical information, pricing, security information, Customer Content, and non-public features of the Service.

The receiving party will:

1. use the disclosing party’s Confidential Information only as necessary to exercise rights and perform obligations under these Terms;

2. protect the Confidential Information using at least a reasonable degree of care; and

3. not disclose it to any third party except to employees, contractors, advisors, and service providers who need to know it and who are bound by confidentiality obligations at least as protective as these Terms.

Confidential Information does not include information that the receiving party can prove: (a) was publicly available without breach of these Terms; (b) was already lawfully known; (c) was lawfully received from a third party without restriction; or (d) was independently developed without use of the disclosing party’s Confidential Information.

A receiving party may disclose Confidential Information to the extent required by law, subpoena, court order, or governmental request, provided it gives prompt notice where legally permitted.

13. Suspension Rights

Ojo AI may suspend, restrict, or disable access to some or all of the Service immediately, with or without prior notice, if Ojo AI reasonably believes that:

1. Customer or any User breached these Terms;

2. Customer’s use is unlawful or likely to violate applicable law;

3. Customer’s use presents a security risk to Ojo AI, the Service, any third party, or any other customer;

4. Customer’s use is causing or is likely to cause harm, liability, interruption, or degradation to the Service or to any third-party system;

5. Customer is overdue on payment obligations;

6. Customer is subject to sanctions or export restrictions, or continuing service would expose Ojo AI to legal or regulatory risk;

7. Customer or any User engaged in fraud, abuse, harassment, infringement, or any prohibited use; or

8. suspension is necessary for maintenance, emergency response, security remediation, or legal compliance.

Ojo AI will use commercially reasonable efforts to provide notice where practicable, but Ojo AI has no liability for any suspension, restriction, or disablement of access made in accordance with these Terms.

14. Term and Termination

These Terms begin when Customer first accepts them or first accesses the Website or Service, and continue until terminated.

Ojo AI may terminate these Terms or any subscription immediately upon notice if:

1. Customer materially breaches these Terms and, where curable, fails to cure within ten (10) days after notice;

2. Customer breaches Sections 2, 7, 8, 10, 11, 12, 13, 16, 17, 18, or 20;

3. Customer becomes insolvent, ceases operations, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings; or

4. Ojo AI reasonably determines that continuing to provide the Service would expose Ojo AI to legal, regulatory, security, or reputational risk.

Ojo AI may terminate any free trial, free tier, pilot, or Website-only access at any time for any reason.

Customer may terminate any paid subscription only as stated in the applicable order form or plan terms. Except as expressly stated in a signed writing, termination does not entitle Customer to any refund.

Upon expiration or termination:

1. Customer’s right to access and use the Service immediately ends;

2. Customer must stop using the Service;

3. all unpaid amounts become immediately due and payable;

4. Customer must promptly destroy or return Ojo AI Confidential Information upon request; and

5. Customer will have seven (7) days after termination to export any available Customer Content from the Service, after which Ojo AI may delete or render inaccessible Customer Content without liability and without any obligation to retain copies.

Ojo AI is not obligated to store Customer Content after termination and has no liability for deletion after the export period.

15. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND SERVICE, INCLUDING ALL OUTPUTS, ALERTS, CLASSIFICATIONS, DETECTIONS, DASHBOARDS, BETA FEATURES, DOCUMENTATION, INTEGRATIONS, AND SUPPORT, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”

OJO AI AND ITS AFFILIATES, LICENSORS, CONTRACTORS, AND SERVICE PROVIDERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS.

WITHOUT LIMITING THE FOREGOING, OJO AI DOES NOT WARRANT THAT:

1. THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, OR SECURE;

2. ANY OUTPUT, ALERT, RECOMMENDATION, CLASSIFICATION, OR AUTOMATION WILL BE CORRECT, COMPLETE, RELIABLE, OR FIT FOR ANY PURPOSE;

3. THE SERVICE WILL DETECT, PREVENT, DETER, OR REDUCE ANY LOSS, CRIME, TRESPASS, WEAPON EVENT, FIRE, SMOKE EVENT, SAFETY EVENT, OR OTHER INCIDENT;

4. ANY NOTIFICATION WILL BE DELIVERED OR RECEIVED BY ANY PERSON;

5. CUSTOMER’S USE OF THE SERVICE WILL BE LAWFUL IN ANY PARTICULAR JURISDICTION; OR

6. THE SERVICE WILL SERVE AS A SUBSTITUTE FOR HUMAN JUDGMENT, HUMAN REVIEW, ON-SITE SECURITY, SECURITY GUARDS, CENTRAL STATION MONITORING, ALARM PANELS, LAW ENFORCEMENT, INSURANCE, OR CUSTOMER’S OWN SECURITY POLICIES AND PROCEDURES.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

1. OJO AI AND ITS AFFILIATES, LICENSORS, CONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, SAVINGS, BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, EVIDENTIARY VALUE, OR REPUTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2. OJO AI WILL NOT BE LIABLE FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM OR RELATING TO: (a) CRIMINAL ACTS, TRESPASS, THEFT, VANDALISM, ASSAULT, PROPERTY DAMAGE, BODILY INJURY, DEATH, OR OTHER INCIDENTS AT CUSTOMER’S SITE OR INVOLVING CUSTOMER; (b) MISSED OR INCORRECT ALERTS, FALSE POSITIVES, FALSE NEGATIVES, DELAYED ALERTS, OR FAILURES TO RECORD, TRANSMIT, STORE, OR DISPLAY DATA; (c) CUSTOMER CONTENT; (d) CUSTOMER’S FAILURE TO RESPOND TO ALERTS OR IMPLEMENT SECURITY PROCEDURES; (e) ACTS OR OMISSIONS OF CUSTOMER, USERS, THIRD PARTIES, TELECOM PROVIDERS, OR EMERGENCY RESPONDERS; OR (f) THIRD-PARTY SYSTEMS, HARDWARE, OR NETWORKS.

3. OJO AI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICE, OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO OJO AI FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. FOR CUSTOMERS THAT HAVE NOT PAID ANY FEES, OJO AI’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED US $100.

4. CUSTOMER’S PAYMENT OBLIGATIONS, REIMBURSEMENT OBLIGATIONS, AND INDEMNIFICATION OBLIGATIONS ARE NOT LIMITED BY THESE TERMS.

5. ANY CLAIM BY CUSTOMER ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICE, OR THESE TERMS MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM, OR SUCH CLAIM IS PERMANENTLY BARRED.

6. THE PARTIES AGREE THAT THE FEES CHARGED UNDER THESE TERMS REFLECT THIS ALLOCATION OF RISK AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN.

Nothing in these Terms limits liability to the extent such limitation is prohibited by non-waivable law.

17. Not an Insurer; Insurance; Waiver of Subrogation; Liquidated Damages Backstop

OJO AI IS NOT AN INSURER. CUSTOMER UNDERSTANDS THAT THE FEES CHARGED BY OJO AI ARE BASED SOLELY ON THE VALUE OF THE SERVICE PROVIDED AND ARE NOT RELATED TO THE VALUE OF CUSTOMER’S PROPERTY, THE VALUE OF THIRD-PARTY PROPERTY, OR THE RISK OF LOSS, INJURY, OR DAMAGE THAT MAY OCCUR IF THE SERVICE FAILS OR DOES NOT OPERATE AS EXPECTED.

CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING APPROPRIATE PROPERTY, LIABILITY, CYBER, CRIME, CASUALTY, BUSINESS INTERRUPTION, AND OTHER INSURANCE COVERAGE FOR CUSTOMER’S OPERATIONS, PROPERTY, EMPLOYEES, CONTRACTORS, AND THIRD PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER WAIVES, AND WILL CAUSE ITS INSURERS TO WAIVE, ANY RIGHTS OF SUBROGATION OR RECOVERY AGAINST OJO AI AND ITS AFFILIATES, LICENSORS, CONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICE, OR ANY INCIDENT CUSTOMER ASSERTS THE SERVICE SHOULD HAVE DETECTED, DETERRED, PREVENTED, OR REDUCED.

IF, NOTWITHSTANDING SECTION 16, A COURT OF COMPETENT JURISDICTION HOLDS THAT OJO AI MAY BE LIABLE FOR A CLAIM ARISING FROM AN ALLEGED FAILURE OF THE SERVICE TO PERFORM A SECURITY-RELATED FUNCTION, THE PARTIES AGREE THAT ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, OJO AI’S LIABILITY FOR SUCH CLAIM SHALL BE LIMITED TO LIQUIDATED DAMAGES IN AN AMOUNT EQUAL TO THE LESSER OF: (A) US $500; OR (B) THE FEES PAID BY CUSTOMER TO OJO AI FOR THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PARTIES AGREE THIS IS A REASONABLE PRE-ESTIMATE OF DAMAGES AND NOT A PENALTY.

18. Indemnification by Customer

Customer will defend, indemnify, and hold harmless Ojo AI and its affiliates, licensors, contractors, service providers, and each of their respective officers, directors, employees, and agents from and against any and all third-party claims, actions, demands, investigations, proceedings, damages, judgments, settlements, fines, penalties, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

1. Customer Content;

2. Customer’s collection, recording, storage, use, transfer, disclosure, or provision of Customer Content to Ojo AI;

3. Customer’s use of the Website or Service;

4. Customer’s or any User’s violation of these Terms;

5. Customer’s or any User’s violation of any law or third-party right, including privacy, publicity, surveillance, employment, labor, consumer, biometric, wiretap, eavesdropping, telecommunications, property, export, or sanctions laws;

6. Customer’s instructions, configurations, workflows, prompts, policies, retention settings, escalation settings, automations, alert rules, audio deterrence scripts, speaker outputs, or response decisions;

7. Customer’s interactions with employees, contractors, visitors, residents, customers, students, tenants, invitees, trespassers, or any other third party in connection with Customer’s use of the Service;

8. Customer’s third-party devices, hardware, software, integrations, carriers, or vendors;

9. Customer’s negligence, misconduct, fraud, or willful acts or omissions; or

10. any allegation that Customer’s use of the Service was unlawful in the applicable jurisdiction.

Ojo AI will: (a) give Customer prompt notice of any indemnified claim, except that delay will relieve Customer of its obligations only to the extent Customer is materially prejudiced; (b) permit Customer to control the defense and settlement of the claim, provided Ojo AI may participate with counsel of its own choosing at its own expense; and (c) provide reasonable cooperation at Customer’s expense. Customer may not settle any claim in a manner that admits fault of or imposes obligations on Ojo AI without Ojo AI’s prior written consent.

19. Dispute Resolution; Arbitration; Class Action Waiver

19.1 Informal Resolution

Before initiating arbitration or court proceedings, the claimant must provide written notice describing the dispute and the requested relief. The parties will attempt in good faith to resolve the dispute informally for thirty (30) days.

Notices to Ojo AI under this Section must be sent to: liam@ojoai.us and to Ojo AI’s notice address listed above.

19.2 Binding Arbitration

Except for: (a) claims eligible for small claims court; (b) actions to collect unpaid fees; or (c) claims seeking injunctive or equitable relief for actual or threatened misuse of intellectual property, Confidential Information, credentials, or unauthorized access to systems, any dispute arising out of or relating to these Terms, the Website, or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The arbitration will be conducted in English before one arbitrator. The seat and legal place of arbitration will be Wilmington, Delaware, although hearings may be held remotely at Ojo AI’s election.

19.3 No Class Actions

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING.

19.4 Confidentiality of Proceedings

Any arbitration, related materials, and any award will be confidential except as necessary to enforce the award, comply with law, or protect a party’s rights.

19.5 Venue for Non-Arbitrable Disputes

For any dispute not subject to arbitration, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Delaware, and waive any objection based on personal jurisdiction, venue, or inconvenient forum.

20. Governing Law

These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21. Export Controls and Sanctions

Customer will not use, export, re-export, transfer, or permit access to the Service in violation of any applicable export control, sanctions, or trade laws. Customer represents that neither Customer nor any User is located in, organized in, or ordinarily resident in, and that Customer will not use the Service for the benefit of any person or entity located in, any jurisdiction subject to comprehensive sanctions to the extent prohibited by law.

22. Publicity; Resellers; Subcontractors

Unless otherwise agreed in writing, Ojo AI may identify Customer by name and logo in customer lists, investor materials, and general marketing materials solely to describe Customer as an Ojo AI customer. Ojo AI will not publish a case study or quote attributed to Customer without Customer’s prior written consent.

Customer may purchase the Service directly from Ojo AI or through an authorized reseller or partner. If Customer purchases through a reseller or partner, Customer remains bound by these Terms as between Customer and Ojo AI. Ojo AI is not responsible for any reseller’s promises, pricing, credits, refunds, or services unless expressly stated in a signed writing by Ojo AI.

Ojo AI may use affiliates, contractors, subprocessors, and other service providers to perform the Service.

23. Miscellaneous

These Terms, together with any applicable order form, DPA, and Documentation incorporated by reference, constitute the entire agreement between Customer and Ojo AI regarding the Website and Service and supersede all prior or contemporaneous understandings relating to the subject matter.

Customer may not assign or transfer these Terms without Ojo AI’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer’s assets, provided the assignee is not a competitor of Ojo AI and agrees in writing to be bound by these Terms. Ojo AI may assign these Terms without restriction.

Failure to enforce any provision of these Terms is not a waiver.

If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

Ojo AI is not liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, internet or utility failures, supply shortages, or failures of third-party services.

These Terms do not create any partnership, franchise, joint venture, agency, fiduciary, employment, or other special relationship. There are no third-party beneficiaries to these Terms.

Ojo AI may update these Terms from time to time. Updated Terms become effective upon posting or on the date stated in the updated Terms. Customer’s continued use of the Website or Service after the effective date of updated Terms constitutes acceptance of the updated Terms.

24. Contact

Questions regarding these Terms should be sent to: liam@ojoai.us