Terms and Conditions

Orpanai Inc. Effective Date: 01 May 2026 Last Updated: 17 May 2026

1. Acceptance of Terms

These Terms and Conditions ("Terms") govern your access to and use of the Orpanai platform, websites, applications, and related services (collectively, the "Service") provided by Orpanai Inc. ("Orpanai", "we", "us", or "our"). By accessing or using the Service, you ("you", "Customer", or "Tenant") agree to be bound by these Terms. If you do not agree, you may not use the Service.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.

2. Description of Service

Orpanai provides a Voice AI Agent platform that enables businesses to deploy AI-powered agents to handle inbound and outbound phone calls across industries. The Service includes telephony integration, speech-to-text and text-to-speech processing, AI agent orchestration, call analytics, and related features.

Orpanai may modify, suspend, or discontinue any part of the Service at any time, with or without notice, subject to the terms of any applicable subscription agreement or Data Processing Agreement.

3. Account Registration and Eligibility

To use the Service, you must register an account and provide accurate, complete, and current information. You are responsible for safeguarding your account credentials and for all activity that occurs under your account.

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is not directed to children under the age of 13, and we do not knowingly collect information from children under 13.

You agree to notify us immediately of any unauthorized access to or use of your account.

4. Customer Responsibilities

As a Customer using the Service, you are solely responsible for:

Compliance with applicable laws. This includes telecommunications law, consumer protection law, anti-spam law (such as Canada's CASL and the US TCPA/A2P 10DLC requirements), and privacy law (including PIPEDA and, where applicable, PHIPA, HIPAA, GDPR, and CCPA).
End-user notices and consents. You must obtain all required notices and consents from your end users (callers) before deploying AI voice agents, recording calls, or processing their personal information through the Service.
Lawful content and configuration. You are responsible for the prompts, scripts, voice configurations, and business logic you deploy through the Service.
Accuracy of information. You must ensure that any information you provide to us, or that your end users provide through the Service, is accurate.
Security of credentials. You are responsible for maintaining the confidentiality of API keys, OAuth tokens, and other credentials provided to or by you.
Healthcare use. If you are a health information custodian under PHIPA or a covered entity under HIPAA, you are responsible for ensuring that your use of the Service complies with applicable health privacy law, including the execution of any required Data Processing Agreement.

5. Acceptable Use

You agree not to use the Service to:

violate any law, regulation, or third-party right;
send unsolicited communications, spam, or unlawful telemarketing;
impersonate any person or entity, or misrepresent your affiliation with any person or entity;
engage in fraudulent, deceptive, or harmful activity;
transmit malware, viruses, or other malicious code;
interfere with, disrupt, or place an unreasonable load on the Service or related infrastructure;
attempt to gain unauthorized access to the Service, other accounts, or systems connected to the Service;
reverse engineer, decompile, or disassemble any part of the Service except where permitted by applicable law;
use the Service to develop or train competing products or AI models;
collect or harvest personal information about other users without authorization.

We reserve the right to investigate, suspend, or terminate accounts that violate this Section.

6. Intellectual Property

6.1 Orpanai's Rights

The Service, including all software, models, designs, trademarks, logos, and content created by Orpanai, is owned by Orpanai or its licensors and is protected by intellectual property laws. Except for the limited rights granted under these Terms, no rights or licenses are granted to you.

6.2 Your Rights

You retain all rights in the content, prompts, configurations, and data you provide to the Service ("Customer Data"). You grant Orpanai a limited, non-exclusive, worldwide license to use, host, process, and display Customer Data solely as necessary to provide the Service to you and to comply with our legal obligations.

6.3 Feedback

If you provide suggestions, feedback, or ideas about the Service, you grant Orpanai a perpetual, irrevocable, royalty-free license to use them without restriction.

6.4 Aggregated and De-identified Data

Orpanai may use aggregated and de-identified data derived from your use of the Service to operate, improve, and enhance the Service, provided such use does not identify you or your end users.

7. Third-Party Services

The Service may integrate with or rely on third-party services (including telephony, speech recognition, AI model providers, and payment processors). Your use of those services is subject to the third party's own terms and privacy policies. Orpanai is not responsible for any third-party service outside our control.

8. Fees and Payment

If you have subscribed to a paid plan, you agree to pay all fees in accordance with the applicable order form, pricing page, or subscription agreement. Fees are non-refundable except as expressly stated. Late payments may incur interest at the maximum rate permitted by applicable law.

We may modify our pricing with reasonable advance notice. Continued use of the Service after a pricing change constitutes acceptance of the new pricing.

You are responsible for any taxes (other than taxes on Orpanai's net income) associated with your use of the Service.

9. Term and Termination

These Terms remain in effect for as long as you use the Service. You may terminate your account at any time by contacting us or following the cancellation process in your account dashboard.

We may suspend or terminate your access to the Service immediately, with or without notice, if you breach these Terms, fail to pay fees when due, or use the Service in a manner that creates risk of harm to Orpanai, other customers, or third parties.

Upon termination, your right to use the Service ends. Sections that by their nature should survive termination (including intellectual property, disclaimers, limitations of liability, and indemnification) will survive.

10. Confidentiality

Each party agrees to protect the other party's confidential information using the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care). Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without confidentiality obligations.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

ORPANAI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR APPROPRIATE FOR ANY PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING ANY OUTPUT GENERATED BY THE SERVICE.

THE SERVICE IS NOT INTENDED TO PROVIDE MEDICAL, LEGAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORPANAI AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE.

ORPANAI'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO ORPANAI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED CANADIAN DOLLARS (CAD $100) IF YOU HAVE NOT MADE ANY PAYMENTS.

13. Indemnification

You agree to defend, indemnify, and hold harmless Orpanai and its affiliates from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

your use of the Service in violation of these Terms or applicable law;
your Customer Data, prompts, or configurations;
your failure to obtain required end-user notices or consents;
your breach of any representation, warranty, or obligation under these Terms.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

The parties agree to attempt to resolve any dispute through good-faith negotiation before pursuing formal proceedings. Any unresolved dispute will be brought exclusively in the courts located in Toronto, Ontario, and each party consents to the personal jurisdiction of those courts.

15. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last Updated" date above and notify you by email or through the Service. Continued use of the Service after such changes constitutes acceptance of the updated Terms.

16. Miscellaneous

Entire Agreement. These Terms, together with any order form, Data Processing Agreement, or other agreement referenced herein, constitute the entire agreement between you and Orpanai regarding the Service.

Severability. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

No Waiver. Failure to enforce any provision is not a waiver of our right to do so later.

Assignment. You may not assign these Terms without our prior written consent. Orpanai may assign these Terms in connection with a merger, acquisition, or sale of assets.

Force Majeure. Neither party is liable for any failure or delay caused by events beyond its reasonable control.

Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, or agency relationship.

17. Contact Us

For any questions about these Terms:

Orpanai Inc.
Email: [email protected]
Phone: [INSERT PHONE]
Address: [INSERT ADDRESS]

Terms of Service