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TERMS OF SERVICE

DOCENT LABS INC.

EFFECTIVE DATE: NOVEMBER 1, 2025.
LAST UPDATED: MARCH 10, 2026.

1. Acceptance of Terms. These Terms of Service (the “Terms”) constitute a legally binding agreement between Docent Labs Inc. (“Docent,” “Company,” “we,” “us,” or “our”) and the individual or entity that accesses, integrates with, or otherwise uses the Services (“Customer,” “you,” or “your”). These Terms govern access to and use of Docent’s hosted software platform, developer tools, application programming interfaces (APIs), voice infrastructure, automation systems, and related products and services (collectively, the “Services”). By accessing or using the Services, Customer agrees to be bound by these Terms. If Customer is entering into these Terms on behalf of a company or other legal entity, Customer represents and warrants that it has authority to bind that entity to these Terms, in which case “Customer” refers to that entity. If Customer does not agree to these Terms, Customer may not access or use the Services. Docent may update these Terms from time to time. When updates are made, the “Last Updated” date will be revised. Continued use of the Services after such updates constitutes acceptance of the updated Terms. Customer’s use of the Services is also subject to Docent’s Privacy Policy, which describes how information is collected, used, and protected in connection with the Services.

2. Definitions. For purposes of these Terms:

“Customer” means the business entity or organization that purchases, licenses, integrates with, or otherwise uses the Services.

“User” means an individual who interacts with or communicates with the Services through a Customer’s implementation of the Services, including individuals who call, message, or otherwise engage with automated agents or voice systems deployed by the Customer.

“Customer Data” means data, content, prompts, instructions, files, audio recordings, call recordings, transcripts, text, call metadata, and other information that Customer submits to the Services or causes Docent to process through the Services.

“Account Data” means information collected in connection with account registration, administration, billing, and the commercial relationship between Docent and Customer.

“Usage Data” means technical and operational information generated through operation of the Services, including logs, telemetry, system diagnostics, API request metadata, and performance metrics.

“Output” means any response, transcript, data, content, or other result generated by the Services in response to Customer inputs.

“Services” means Docent’s hosted software platform, APIs, voice infrastructure, developer tools, and related products and services.

3. Access to the Services. Subject to Customer’s compliance with these Terms and any applicable order form, statement of work, or other written agreement between the parties governing use of the Services, Docent grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable license during the applicable service term to access and use the Services solely for Customer’s internal business operations and to provide services to Customer’s Users through Customer’s own products or systems. Customer is responsible for maintaining the security of its accounts, credentials, API keys, and integrations. Customer is responsible for all activities conducted through its accounts. Docent reserves the right to suspend or restrict access to the Services if necessary to maintain the security, integrity, or availability of the platform or to prevent misuse.

4. Customer Responsibilities. Customer is responsible for configuring and using the Services in compliance with applicable law and these Terms. Customer agrees that it will comply with these Terms and applicable law in its use of the Services and will ensure that Users accessing the Services through its deployment do the same. Customer represents and warrants that it has all necessary rights, permissions, and consents to deploy the Services and to enable communications involving Users through its implementation of the Services. The Services may involve recording, transcription, or automated processing of voice interactions or other communications between Customers and Users through infrastructure operated by Docent.

Customer is responsible for ensuring that its use of the Services complies with applicable law, including laws governing call recording, electronic communications, and privacy. The Services may provide functionality that enables Customers to deliver notices or obtain consent from Users prior to recording or processing communications, but Customer remains responsible for determining whether such notices or consents are required under applicable law. Customer’s compliance obligations may include, where applicable:

(a) call recording or monitoring;

(b) communications privacy laws;

(d) similar legal requirements applicable to voice or electronic communications.

Customer agrees that it will not, and will not permit Users to, access or use the Services in any manner that:

(a) violates applicable law or regulation;

(b) infringes, misappropriates, or otherwise violates the intellectual property or other rights of any person or entity;

(d) interferes with, disrupts, or degrades the integrity, security, or performance of the Services;

(e) reverse engineers, decompiles, disassembles, or attempts to derive the source code of the Services except to the extent expressly permitted by law;

(f) transmits malware, malicious code, or other harmful material; or

(g) access, use, extract, scrape, analyze, or otherwise exploit the Services, Outputs, system responses, or platform behavior for the purpose of developing, training, benchmarking, validating, or improving any artificial intelligence system, conversational system, retail intelligence system, or other product or service that competes with the Services.

5. Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data, and nothing in these Terms transfers ownership of Customer Data to Docent. Customer grants Docent a limited, non-exclusive, worldwide license to access, host, store, transmit, and otherwise process Customer Data solely as necessary to provide, maintain, secure, support, and improve the Services in accordance with these Terms and any applicable Customer Agreement. Customer acknowledges that Customer Data may include information relating to Users, including voice recordings, transcripts, and other interaction data generated through Customer’s deployment of the Services. Docent processes Customer Data on behalf of Customer and in accordance with Customer’s instructions, the applicable service configuration, and any applicable Customer Agreement. Notwithstanding the foregoing, Docent shall own all right, title, and interest in and to Usage Data and any data, insights, analytics, statistical information, behavioral signals, demand trends, product discovery patterns, performance metrics, or other information generated, derived, inferred, or created through operation of the Services (“Derived Data”).

Derived Data may be generated from Customer Data, User interactions, system telemetry, Outputs, or other operation of the Services. Derived Data will not identify Customer, Users, or any individual person.

Docent may use, commercialize, disclose, publish, aggregate, analyze, or otherwise exploit Derived Data for any lawful business purpose, including but not limited to improving the Services, developing new products or services, benchmarking, retail analytics, market intelligence, machine learning development, and other commercial purposes.

5.1 Ownership of the Services. As between the parties, Docent retains all right, title, and interest in and to the Services, including all software, APIs, models, infrastructure, documentation, improvements, enhancements, and related intellectual property rights. Except for the limited rights expressly granted in these Terms, no rights or licenses are granted to Customer by implication or otherwise.

5.2 Platform Intelligence. Docent operates a multi-tenant software platform that may aggregate information across multiple customers in order to generate system-wide analytics, retail intelligence insights, benchmarking metrics, and product discovery insights. Customer acknowledges that the Services may incorporate aggregated learnings, demand signals, and behavioral insights derived from interactions occurring across multiple deployments of the Services. Such aggregated intelligence is part of the Services and constitutes proprietary information and intellectual property of Docent.

5.3 Feedback. Customer or its Users may from time to time provide suggestions, ideas, feedback, recommendations, or improvement proposals relating to the Services (“Feedback”). Customer agrees that Docent may freely use, incorporate, modify, commercialize, and exploit Feedback without restriction or compensation to Customer, and that all Feedback shall be deemed non-confidential and owned by Docent.

5.4 Data Retention. Docent may retain Customer Data and Derived Data for reasonable periods necessary to provide the Services, maintain system integrity, comply with legal obligations, improve platform performance, and develop analytics and machine learning capabilities, subject to applicable privacy laws.

6. AI Processing and Output. The Services utilize automated systems, machine learning models, and artificial intelligence technologies to process User and Customer inputs and generate Outputs. These systems may evolve over time and may rely on complex model architectures, third-party technologies, and probabilistic processes. Customer acknowledges that Outputs generated by automated systems may not always be accurate, complete, or appropriate for every use case. Customer is responsible for configuring, supervising, and determining the appropriate use of the Services and any automated systems deployed through the Services. Customer is responsible for evaluating whether the Outputs generated by the Services are appropriate for Customer’s intended use cases. Docent does not guarantee the accuracy, reliability, or suitability of Outputs generated through the Services. Docent will not use Customer Data that identifies Customer or Users to train generalized machine learning models without Customer’s authorization. However, Docent may use Derived Data, Usage Data, anonymized interaction data, system performance data, and aggregated behavioral insights generated through operation of the Services to develop, train, improve, fine-tune, validate, and operate machine learning or artificial intelligence models used in the Services.

6.1 AI System Limitations. Customer acknowledges that artificial intelligence and automated systems may generate outputs that are probabilistic in nature and may occasionally contain inaccuracies, omissions, or unintended results. Customer is responsible for determining the suitability of Outputs for its intended purposes and for implementing appropriate human oversight where necessary.

7. Service Providers and Infrastructure. Customer acknowledges that the Services may rely on third-party infrastructure providers and service providers necessary to operate the platform.

These providers may include providers of:
(a) cloud infrastructure and hosting;

(b) network connectivity;

(d) monitoring and observability systems;

(e) authentication and identity management; and

(f) analytics and operational tooling.

Such providers may process Customer Data solely as necessary to support operation of the Services and subject to confidentiality and security obligations.

7.1 Security. Docent will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, or loss consistent with industry standards for cloud-based software services.

8. Fees and Payment. To the extent Customer purchases paid Services, Customer agrees to pay all applicable fees in accordance with the applicable order form, statement of work, or other commercial agreement between the parties. Unless otherwise specified, fees are non-refundable and exclusive of applicable taxes. Customer is responsible for all taxes, duties, and governmental charges associated with its use of the Services, except taxes based on Docent’s net income.

9. Confidentiality. Each party agrees to protect confidential information disclosed by the other party using reasonable safeguards consistent with industry standards. Confidential information includes non-public technical, business, financial, or operational information disclosed in connection with the Services.

Confidential information does not include information that:

(a) becomes publicly available without breach of these Terms;

(b) was lawfully known prior to disclosure;

(d) is disclosed pursuant to legal obligation.

10. Termination. Either party may terminate access to the Services in accordance with any applicable service agreement. Docent may suspend or terminate Customer’s access if Customer materially breaches these Terms or if necessary to prevent security risks, legal exposure, or misuse of the Services. Upon termination, Customer’s right to access the Services will cease.
Provisions that by their nature should survive termination will remain in effect.

11. Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOCENT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OPERATION.
DOCENT DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, SECURE, OR CONTINUOUSLY AVAILABLE.

12. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOCENT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES. DOCENT’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO DOCENT FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification. Customer agrees to defend, indemnify, and hold harmless Docent from any claims, damages, liabilities, or expenses arising from:

(a) Customer’s use of the Services;

(b) Customer Data submitted to the Services, including any claim that such Customer Data infringes or misappropriates the intellectual property or other rights of a third party;

(d) Customer’s violation of applicable law.

14. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles. Any disputes arising under these Terms shall be resolved in the courts located within Delaware, and the parties consent to the jurisdiction of such courts.

15. Changes to the Services. Docent may modify, update, improve, or discontinue aspects of the Services from time to time. Because the Services rely on evolving artificial intelligence technologies, third-party infrastructure providers, and integrated systems, certain features, model capabilities, or functionalities may change as technologies evolve. Docent will make commercially reasonable efforts to avoid material disruption to active customer deployments.

16. Contact Information. If you have questions about these Terms, please contact:

DOCENT LABS INC.
Security Matters: security@docentlabs.ai
Email: privacy@docentlabs.ai