1. Scope and relationship to other agreements

These Terms supplement Kaizen’s Terms of Use and any applicable services agreement or order form between Kaizen and Customer (together, the “Main Agreement”). If a conflict arises concerning the AI Services, these Terms control unless a signed agreement expressly overrides the relevant provision. A separately executed data processing agreement controls conflicts concerning personal data processing.

Kaizen provides the access, integrations, and services described in the Main Agreement. Except for obligations Kaizen expressly undertakes in writing, Customer determines the purpose, configuration, deployment, and operation of its AI agents.

2. Customer responsibility for agents and use

As between Kaizen and Customer, and subject to Section 12, Customer assumes full responsibility for:

• Agents that Customer or its personnel create, configure, edit, approve, deploy, or operate.
• Prompts, instructions, scripts, knowledge bases, uploaded materials, voices, workflows, permissions, and connected tools selected or supplied by Customer.
• Customer’s use of generated text, audio, transcripts, recommendations, and other results (“Outputs”).
• Communications, representations, commitments, and actions made or taken by Customer’s agents in connection with Customer’s business.
• Access and use by Customer’s employees, contractors, administrators, and persons Customer authorizes to use the AI Services.

Customer remains responsible when its changes produce unintended behavior or when it deploys an agent without adequate testing. Kaizen’s provision of templates, technical assistance, or configuration suggestions does not constitute approval of Customer’s use case or relieve Customer of these responsibilities.

3. Testing, supervision, and automated actions

Customer must test each agent before deployment and after material changes. Customer must maintain safeguards appropriate to its use case, including monitoring, access restrictions, human escalation, and the ability to disable an agent.

AI-generated content may be inaccurate, incomplete, misleading, or inconsistent. Customer must evaluate whether Outputs are appropriate before relying on them or allowing them to affect third parties.

Customer is responsible for defining and limiting the actions its agents may perform through connected systems, including sending communications, changing records, scheduling appointments, initiating transactions, or making commitments. Customer must implement appropriate authorization and human approval controls for consequential actions.

The AI Services are not a substitute for qualified professional judgment or an emergency response service.

4. Compliance and permitted use

Customer must comply with applicable laws and the use restrictions applicable to the underlying services, including:

• OpenAI Usage Policies and applicable OpenAI Service Terms.
• ElevenLabs Terms of Service, ElevenAgents Terms, and ElevenLabs Prohibited Use Policy.

These requirements apply to Customer’s use of the relevant functionality. They do not transfer Kaizen’s separate contractual obligations to Customer or authorize activities prohibited by an underlying provider.

Customer must not use the AI Services for unlawful activity, deception, unauthorized impersonation, infringement, harassment, or unauthorized access to information or systems. Customer must not circumvent safety measures, access controls, usage restrictions, or provider policies.

Customer must not automate high-stakes decisions in sensitive areas without the human review and other safeguards required by applicable law and provider policies.

Kaizen will give reasonable notice of material changes to incorporated provider requirements when practicable. Customer must discontinue affected use if it cannot comply.

5. Voice, calling, and end-user requirements

Customer must obtain all rights and permissions necessary to use or reproduce any person’s voice or likeness.

Customer must clearly disclose AI interaction, recording, and provider data sharing as required by the applicable services and law. Customer is responsible for calling permissions, recording consent, opt-outs, suppression lists, and other communications requirements. Required telecommunications consent records must be retained for at least five years or any longer legally required period.

For ElevenLabs-powered agents, Customer must obtain binding written or affirmative clickwrap end-user agreements containing the protections required by the ElevenAgents Terms. These include equivalent use restrictions, acknowledgment that Customer is not ElevenLabs’ agent or partner, ElevenLabs’ third-party-beneficiary status, and permission for ElevenLabs, its affiliates, and subcontractors to process end-user data to provide and support the services.

6. Customer data and restricted information

Customer represents that it has the rights and lawful authority necessary to submit its data and instruct its processing through the AI Services.

Customer authorizes Kaizen and the applicable service providers to process that data as necessary to deliver, secure, and support the AI Services, subject to applicable agreements and law. Customer must provide required privacy notices and obtain required consents. This authorization does not independently permit unrelated use of Customer data.

Customer must not submit payment card or bank account numbers, government identifiers, protected health information, or similarly restricted sensitive data unless Kaizen and each applicable provider have expressly approved the processing in writing and the required contractual and security arrangements are in place.

Customer must configure its agents to avoid soliciting prohibited information and maintain appropriate handling procedures for unsolicited disclosures.

Each party remains responsible for its own applicable privacy, confidentiality, and security obligations. See also Kaizen’s Privacy Policy and applicable Data Processing Agreement.

7. Account security and API access

Customer must safeguard its credentials, limit administrative access, promptly remove access that is no longer needed, and notify Kaizen without undue delay of suspected compromise or misuse.

OpenAI access is provided only through integrations authorized by Kaizen. Customer receives no ownership of, or independent right to access, Kaizen’s underlying provider accounts or API keys. Customer must not extract, transfer, sell, or share those credentials.

Customer is responsible for misuse attributable to its personnel, systems, or failure to protect credentials within its control, subject to Section 12.

8. Fees and consumption

Customer must pay the fees and usage charges stated in its order form or Main Agreement, including applicable model, voice, calling, storage, and other metered charges.

Billable usage may include testing, retries, repeated requests, and usage generated by Customer’s agent configurations, including unintended loops. Unsatisfactory Outputs do not, by themselves, eliminate payment obligations.

Unless expressly agreed otherwise, usage alerts and budget notifications are informational and do not guarantee that spending will stop at a particular amount. Customer must monitor consumption and configure available limits.

Customer is not responsible under this section for charges to the extent caused by Kaizen’s billing error, breach of its security obligations, or other conduct excluded under Section 12.

9. Ownership

Customer retains its rights in materials it supplies. Subject to applicable law and provider terms, Kaizen assigns to Customer any transferable rights Kaizen acquires in Outputs generated specifically for Customer.

Kaizen retains its rights in its platform, integrations, software, templates, and other preexisting materials. No ownership of underlying models or third-party technology transfers to Customer.

Kaizen does not warrant that Outputs are unique, eligible for intellectual property protection, or free from third-party claims.

10. Customer indemnification and reimbursement

Customer will defend, indemnify, and hold harmless Kaizen and its officers, directors, employees, and affiliates against third-party claims, demands, proceedings, and investigations arising from:

• Customer’s agents, configurations, supplied materials, or use of Outputs.
• Customer’s communications, recordings, voice use, or failure to obtain required permissions.
• Customer’s breach of these Terms, applicable provider restrictions, or applicable law.
• Acts or omissions of persons for whom Customer is responsible under these Terms.

Covered amounts include resulting judgments, approved settlements, reasonable attorneys’ fees, and legally indemnifiable regulatory penalties.

Customer will also reimburse Kaizen for reasonable, documented provider assessments and direct investigation, remediation, or restoration expenses arising from Customer’s breach or misuse. Kaizen must reasonably mitigate such expenses and may not recover the same loss twice.

Kaizen will promptly notify Customer of a covered claim and reasonably cooperate in its defense at Customer’s expense. Delayed notice relieves Customer only to the extent materially prejudiced. Customer must use reasonably acceptable counsel and may not settle a claim in a manner that admits fault, imposes nonmonetary obligations on Kaizen, or fails to fully release Kaizen without Kaizen’s written consent.

These obligations do not apply to the extent a loss results from Kaizen’s material breach, negligence, fraud, willful misconduct, or violation of law.

11. Warranties and service limitations

EXCEPT AS EXPRESSLY PROVIDED IN A SIGNED AGREEMENT, THE AI SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” TO THE MAXIMUM EXTENT PERMITTED BY LAW.

KAIZEN DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. KAIZEN DOES NOT GUARANTEE THE ACCURACY OF OUTPUTS, UNINTERRUPTED AVAILABILITY, OR ANY PARTICULAR BUSINESS RESULT.

Underlying providers may modify, restrict, suspend, or discontinue their services. Kaizen does not guarantee the continued availability of any particular model, voice, or feature. These disclaimers do not eliminate Kaizen’s express contractual obligations.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KAIZEN WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION ARISING FROM THE AI SERVICES.

KAIZEN’S TOTAL AGGREGATE LIABILITY ARISING FROM THE AI SERVICES WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO KAIZEN FOR THE AI SERVICES DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations do not apply to Kaizen’s fraud, gross negligence, willful misconduct, or liability that applicable law prohibits limiting or excluding.

Customer’s payment, indemnification, and reimbursement obligations under these Terms are not subject to a contractual liability cap or exclusion of damages, including one in the Main Agreement, unless a signed agreement expressly states otherwise.

Nothing in these Terms transfers responsibility for Kaizen’s own unlawful conduct to Customer or waives any nonwaivable obligation.

13. Suspension and termination

Kaizen may restrict or suspend affected AI Services when reasonably necessary to address suspected unlawful use, a security threat, a material breach, overdue undisputed charges, or a provider requirement. Kaizen will provide notice and an opportunity to resolve the issue when reasonably practicable.

Kaizen may terminate affected AI Services for a material breach not cured within ten days after written notice, or immediately if the breach cannot reasonably be cured or continued access would create a material legal or security risk.

Customer must cease affected use upon termination and pay accrued charges. Data return, retention, and deletion remain subject to applicable law and the parties’ data processing and services agreements.

Provisions concerning accrued payments, ownership, indemnification, liability, and dispute resolution survive termination.

14. California law and general terms

California law governs these Terms, without regard to conflict-of-laws principles.

DISPUTES CONCERNING THE AI SERVICES ARE SUBJECT TO THE DISPUTE RESOLUTION AND ARBITRATION PROVISIONS IN SECTION 21 OF KAIZEN’S TERMS OF USE, INCLUDING THE JAMS ARBITRATION PROCESS, LOS ANGELES HEARING LOCATION, INDIVIDUAL-CLAIMS REQUIREMENT, EXCEPTIONS, AND OPT-OUT RIGHTS, UNLESS A SIGNED MAIN AGREEMENT EXPRESSLY PROVIDES OTHERWISE.

Changes to these Terms require written agreement or Customer’s affirmative electronic acceptance, except for provider requirement updates addressed in Section 4.

If a provision is unenforceable, it will be limited or severed to the extent necessary, and the remaining provisions will continue in effect.

Legal notices must be sent to support@kaizen-payments.com and Customer’s designated notice address. This notice provision does not replace any legally required service of process.