Terms of Service

Please read these Terms of Service (these “Terms”) carefully, as they constitute a legally binding agreement between Arka Technologies Inc., a Delaware corporation (“Arka,” “Arka AI,” “we,” “us” or “our”) and an end-user and any employees, agents, contractors and any other entity on whose behalf the end-user accepts these terms (collectively, “you” and “your”) and apply to your use of our website and Services (as defined below). In case you are utilizing the Services as a representative of a party (e.g. your employer or customer, collectively the “Client”), your acceptance of these Terms also binds the Client.

1. Using the Services

a. Right to Use and License

Subject to your compliance with these Terms, Arka hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable right to use the Services, solely for the purposes of utilizing the Service to deploy AI voice agents and solely in the manner described in these Terms and in any technical documentation contained in, or provided with, the Services.

You acknowledge and agree that you are only being granted a right to use the Services and nothing is being sold to you. You do not acquire any ownership interest in the Services under these Terms, or any other rights thereto, other than to use the Service in accordance with the use rights specified and other terms, conditions, and restrictions of these Terms. We reserve all other rights that are not granted in these Terms.

See Section 2 for more details on your use and Intellectual Property Rights (as defined) under these Terms.

b. What We Provide

Arka provides a voice AI assistant that autonomously engages, qualifies, and schedules calls with prospective legal clients. The Services may include:

• Inbound and outbound call handling by AI
• Recording and transcription of calls
• Qualification based on Client-defined business logic & general immigration knowledge
• Call summaries and scheduling integrations

Arka may update the Services periodically to enhance functionality or performance.

c. Third-Parties

Our platform interacts with our third-party service providers (our “Providers”) as part of Services or parties that you wish to utilize. We expect our Providers list to grow with time. You understand and agree that when you use the various aspects of the Services (i.e. the transcription (i.e. through providers such as Deepgram), the LLM processing (we support any OpenAI-compatible endpoint, including Azure OpenAI) and TTS generation (ElevanLabs, Cartesia etc)), we will be sharing Your Content (as defined) with each Provider, subject to each Provider's individual terms and conditions. We do not make any representation and warranties on any Provider's behalf, nor are we an agent of any such Provider.

d. Use Restrictions

You agree to not, directly or indirectly (and will not permit any third party) to:

1. do anything with the Services other than use them for your own use as intended under these Terms, including not to license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services;
2. use the Services in any way that would violate applicable law or otherwise give rise to criminal or civil liability;
3. create AI voice agents using our Services for any illegal purpose
4. use Arka's name, trademarks, service marks, trade names, designs, logos, photos, or any other materials we make available via the Services, except as allowed by these Terms;
5. remove, alter or destroy any copyright notices or other proprietary markings (trademarks, service marks or other proprietary notices) contained on or in the Services or infringe Arka's Intellectual Property Rights (as defined);
6. copy, modify, translate, adapt, merge, archive, download, upload, disclose, distribute, sell, lease, syndicate, broadcast, perform, display, make available, make derivatives of, or otherwise use the Services or its content on the Services, other than as expressly permitted by these Terms or enabled by the Services' intended functionality, except to the extent the foregoing restrictions are expressly prohibited by applicable law;
7. reverse engineer, duplicate, decompile, disassemble, or decode any part of the software we provide or the Services, or otherwise extract the source code of the software of the Service;
8. use any robot, spider, crawler, scraper, avatar, miner or other manual or automated means to access the Services, “scrape” or download data from any part of our Platform or our website, or extract any information that doesn't relate to Your Content;
9. upload viruses or other malicious code or otherwise compromise, bypass, or circumvent the security of the Services;
10. disrupt or hinder (or try to do so) any of the Service's web pages, connected servers or networks, or technical systems of a Provider, or not follow protocols or guidelines linked to the Service;
11. pretend to be someone else or falsely represent your association with any other entity;
12. access the Service in ways that are not authorized by these Terms;

e. Service Updates

You understand that the Services will evolve from time to time. You acknowledge and agree that Arka may update the Services on the Platform with or without notifying you, including adding or removing features, products, or functionalities.

2. Intellectual Property Rights, Ownership and Grants

a. Your Content

This is all of your business related data you provide us when you utilize our Service. Notwithstanding the foregoing, this does not include non-identifiable aggregated data compiled by Arka in connection with Client's (including its Authorized Users') use of the Service. Arka does not claim any ownership of Your Content or assert any rights under your Intellectual Property Rights other than as granted under these Terms.

b. Rights You Grant Us

1. You hereby grant Arka a worldwide, royalty-free, sublicensable license to host, store, cache, use, display, reproduce, modify, adapt, edit, analyze, transmit, and distribute (“Handle”) Your Content during the Term. This license to Handle is solely for the purpose of us and our Providers providing you the Services.
   
   We do not utilize Your Content to obtain any customer specific intelligence. Our scope of use of data in all instances is only for purposes of enhancing call features, latency and the performance of your AI voice agents, and does not in any way relate to capturing and using personal information of any caller or any information/inputs of a caller in respect of your business or the caller.
2. You agree that submission of any ideas, suggestions, documents, and/or proposals to Arka (“Feedback”) is at your own risk and that Arka has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Arka a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable and transferable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback for any purpose.

c. Arka's Rights

Except for the rights to use the Services expressly granted to you in the Agreement, we retain all right, title, and interest in and to the Services, including all related intellectual property rights. The Services utilize technology and capabilities and contain certain materials provided by us as well as our licensors, including but not limited to, all proprietary LLM, content, information, software, images, text, graphics, illustrations, logos, and (as applicable) audio and video. Arka and its licensors reserve all ownership and Intellectual Property Rights to all parts of our Services. For the purposes of these Terms, “Intellectual Property Rights” means all (i) patents, patent disclosures, and inventions (whether patentable or not), (ii) trademarks, (iii) copyrights and copyrightable works (including computer programs), and rights in data and databases, and (iv) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. Your use rights, as set out under Section 1 above are subject to compliance with these Terms and as applicable payment of the applicable fees.

d. Rights Granted to Third Parties

Each Provider has its own contractual terms that apply. While we expect each Provider to comport to industry norms and comply with their privacy policies and the license and rights granted to them under terms agreed upon with you, we do not monitor nor make any guarantees or warranties in respect of their compliance with their contractual and legal obligations.

3. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Arka's Technology, and you will defend, indemnify and hold harmless Arka and its officers, directors, employees, consultants, Affiliates, subsidiaries and agents (Arka Parties) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, Arka's Technology; (b) your violation of any portion of the Agreement, any representation, warranty, or agreement referenced in the Agreement, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right, in connection with your use of the Arka's Technology or any data (including without limitation the Customer Data), materials or information you provide to the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims. You will not settle or compromise any such claim without our prior written consent.

4. Confidentiality

Both parties agree to protect Confidential Information disclosed under this Agreement. Confidential Information does not include publicly known information or that which is lawfully obtained independently.

5. Disclaimer of Warranties and Conditions

a. General Disclaimer

You expressly understand and agree that, to the extent permitted by applicable law, your use of the Services is at your sole risk, and the Services are provided on an “as is” and “as available” basis, with all faults. Arka expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

b. Service Quality and Availability

Except as explicitly provided hereunder, Arka makes no representation, warranty, or condition with respect to the Services, including but not limited to, the quality, effectiveness, and other characteristics of the Services, and of those of the Providers. Except as provided under a service level agreement, Arka makes no representation or warranty that the Services will be uninterrupted, error-free, or timely. The Services may be subject to delays, cancellations and other disruptions.

c. No Additional Warranties

No advice or information, whether oral or written, obtained from Arka or through the Services will create any warranty not expressly made in these terms.

d. Voice Call Traffic

Unless you have limited the traffic flow to certain limits, we do not stop incoming voice calls to our Platform. As such, you are responsible for payment of all the minutes utilized on our Platform, regardless of whether the voice traffic exceeded your contemplation.

6. Limitation of Liability

a. Disclaimer of Certain Damages

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL A PARTY BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES.

b. Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WILL NOT BE LIABLE BEYOND THE GREATER OF (i) $100 USD, (ii) THE AMOUNT YOU PAID US IN THE 3 MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.

SOME COUNTRIES, STATES, PROVINCES, OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY AS STATED IN THIS SECTION, SO THE TERMS HEREIN MAY NOT FULLY APPLY TO YOU.

7. Publicity

With prior written approval, Arka may include Client's name and logo in its marketing materials and customer list.

8. Governing Law and Dispute Resolution

a. Governing Law

These Terms and all related orders and subscriptions related hereto, and all matters arising out of or relating to these Terms, are governed by, and construed in accordance with, the laws of the State of California, without giving effect to the conflict of laws provisions thereof.

b. Arbitration

You and Arka agree that any controversy, allegation, or claim that arises out of or relates to the Service, these Terms, or any additional terms, whether heretofore or hereafter arising (collectively, a “Dispute”) arising out of will be resolved by binding arbitration, rather than in court, except for: (1) any controversy, allegation, or claim that arises out of or relates to our actual or alleged intellectual property rights; (2) any claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; (3) any claim for equitable relief.

c. Informal Dispute Resolution

You and Arka agree that good faith informal efforts to resolve disputes can result in a prompt, low-cost and mutually beneficial outcome. You and Arka therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court (which you agree shall only be done in the city of San Francisco, California) if a party so elects), we will personally meet or confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this clause (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference at your cost, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which will occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Arka that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@Arka.ai. The Notice must include: (1) your name, telephone number, mailing address, e-mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (3) a description of your dispute. Your email must be followed up with a written mailed notice to our address at support@Arka.ai.

d. Waiver of Jury Trial

YOU AND Arka HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Arka are instead electing that all disputes will be resolved by arbitration under these Terms, except as set out under Section 8(b) above.

e. Waiver of Class and Other Non-Individualized Relief

YOU AND Arka AGREE THAT, EXCEPT AS SPECIFIED IN SECTION, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

f. Rules and Forum

These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision in these Terms with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Section 8 and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Arka agree that either party will have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the AAA Commercial Arbitration Rules then in effect in the city of San Francisco, California, by one arbitrator alone and such arbitrator will have exclusive authority to resolve any dispute, including, without limitation, disputes arising out of or related to the interpretation or application of this Section 8, including the enforceability, revocability, scope, or validity of the arbitration requirement or any portion of this Section 8.

9. Term and Termination

a. Term

These Terms commence on the earlier of the date you first opened an Account to use the Services or the date when you accepted these Terms, and these Terms will remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Section.

b. Termination by Arka

If you have breached any provision of these Terms, if Arka is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), or if it is commercially impracticable for Arka to provide the Services, Arka has the right to, immediately and without notice, suspend or terminate any of the Services provided to you.

You agree that all terminations will be made in Arka's sole discretion and that Arka will not be liable to you or any third party for any termination of your Account, provided that if applicable, Arka shall refund you any prepaid amount, on a pro-rata basis, for any duration of the term of subscription to our Service which remains after the termination of your Account.

d. Termination by You

Other than the clauses which survive any expiry or termination of these Terms, these Terms (with surviving terms excepted) shall not apply to you upon your notice to us requesting Services no longer be provided.

e. Effect of Termination

If Services are terminated for any reason, your use rights shall cease and you may not be able to access your Account and all related information or files associated with or inside your Account (or any part thereof) may be deleted. Arka will not have any liability whatsoever to you for any suspension or termination.

f. Survival

The following Sections shall survive any termination of your use right: This Section 9(f), Sections 2(a), 2(b)(ii), 2(c), 2(d), 9(e), 3, 5, 6, 8.

10. Final Terms

These Terms, along with any Arka ordering document such as master agreement, or as found on Arka's website, make up the final, entire, and exclusive agreement between you and Arka with respect to the subject matter hereof and supersede any prior agreements and discussions, both written and oral, with respect to such subject matter. No purchase order or other document issued by you in respect of our Services shall control.

11. Contact Us

Arka welcomes comments, questions, concerns, or suggestions. Please send us any inquiries at aditya@tryarka.com.