Terms of Services

Last updated: 09/28/2025

This Customer Terms of Service (this "Agreement") is entered into by and between Episodic Corp. ("Episodic", "we", or "us") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company. Please note that if you sign up for the Services using an email address from your employer or another entity, then (1) you will be deemed to represent such party, (2) your acceptance will bind your employer or that entity to these terms, and (3) the words "Customer", "you" or "your" in this Agreement will refer to your employer or that entity.

This Agreement permits Customer to purchase subscriptions to Episodic's artificial intelligence platform known as Tone, which enables businesses to build, customize, and deploy AI voice agents to qualify prospects and perform other conversational tasks (the "Services"). This Agreement governs any order for the Services placed pursuant to any Episodic ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which the Services will be delivered.

The "Effective Date" of this Agreement is the earlier of (a) Customer's initial access to the Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.

PLEASE NOTE: THAT SECTION 11.9 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 11.9 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE AND HOW TO OPT OUT.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. Definitions

"Affiliate" means, with respect to a party, any entity which directly or indirectly Controls, is Controlled by, or is under common Control with such party.

"Agreement" means this Customer Terms of Service, any Order Forms, and any attachments, linked policies or documents referenced in the foregoing.

"Beta Services" means services or features identified as "alpha," "beta," "preview," "early access," or "evaluation," or words or phrases with similar meanings.

"Control" means 50% or greater voting power, or otherwise having the power to govern the financial and the operating policies or to appoint the management of an organization.

"Customer Chosen Third-Party Product" means a product, service, application, functionality, or content that is provided by a third-party (such as Calendly or HubSpot) or by Customer and that Customer or any of its Users chooses to interoperate or use in connection with the Services.

"Customer Data" means any data in electronic form that Customer or Users make available through the Services, including but not limited to company information, qualification flows, product documentation, and transcripts of conversations between the AI voice agent and third parties (e.g., prospects).

"Documentation" means Episodic's user guides and other end user documentation for the Services made available by Episodic to its customers generally.

"Episodic Materials" means all software, specifications, documentation, and systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware and other technologies and inventions, technical or functional descriptions, requirements, plans or reports, that are provided or used by Episodic in connection with the Services or otherwise comprise or relate to the Services. Episodic Materials do not include Customer Data.

"Fees" means any fees payable for the Services under the Order Form.

"Force Majeure Event" means an event which is unforeseeable, beyond the control of the party affected, and cannot be remedied by the exercise of reasonable diligence, including without limitation: acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, or computer, telecommunications, or Internet service provider failures.

"Services" means Episodic's proprietary AI voice agent platform, known as "Tone," which allows customers to build, customize, and deploy AI agents to qualify prospects and perform other conversational tasks, along with any related support or professional services provided by Episodic to Customer under an Order Form.

"Usage Data" means any diagnostic and usage-related information and data from the use, performance and operation of the Services that may include, but is not limited to, usage patterns, traffic logs, and User engagement with the Services.

"Users" means employees, agents, consultants or other representatives authorized by Customer to access or use the Services.

2. The Services

2.1 Services. Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, Episodic grants to Customer a limited, non-transferable, non-assignable (except as set forth in the Agreement), non-exclusive right to access and use the Services during the Subscription Period for its lawful internal business purposes.

2.2 Episodic Ownership. All rights and title in and to the Services, Usage Data, Episodic Materials and Documentation, including all enhancements, derivatives, and improvements to the foregoing and all Intellectual Property Rights inherent therein, belong exclusively to Episodic and its licensors. No rights are granted to Customer other than as expressly set forth in this Agreement.

2.3 Customer Chosen Third-Party Products. The Services may contain features designed to interoperate with Customer Chosen Third-Party Products. Such products are not under Episodic's control, and Episodic makes no representations or warranties with respect to, is not responsible or liable for, and does not endorse any Customer Chosen Third-Party Products. Customer uses all such products at their own risk. Any exchange of Customer Data between Customer and any Third-Party Product provider is solely between Customer and that provider.

3. Customer Data

3.1 Customer Ownership. Except for the limited rights expressly granted to Episodic hereunder, Customer retains all rights, title and interest in and to all Customer Data. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data.

3.2 Authorization. Customer grants Episodic a nonexclusive, worldwide, royalty-free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Customer Data solely to (a) maintain, provide, and improve the Services for the Customer under this Agreement; (b) to prevent or address technical or security issues and resolve support requests; (c) at Customer's direction or request, including processing initiated by Users; and (d) as otherwise required by applicable law. For the avoidance of doubt, Episodic shall not use any Customer Data to train any Episodic or third-party artificial intelligence or machine learning models.

3.3 Aggregate and De-Identified Data. Episodic may use Customer Data to create aggregated, de-identified, and/or anonymized data sets in a manner that does not permit identification of Customer or its Users. Episodic may use such data for its lawful business purposes, including to improve, develop, and enhance the Services.

3.4 Security. Episodic shall use commercially reasonable measures to maintain the security and integrity of the Services and the Customer Data and to provide technical and organizational safeguards against accidental, unlawful or unauthorized access to or use of, destruction, transfer, disclosure or alteration of Customer Data.

4. Restrictions, Responsibilities and Rights

4.1 Customer Restrictions. Customer shall not: (a) modify, copy, or create derivative works based on the Services or Episodic Materials; (b) resell, distribute, or act as a service bureau for the Services; (c) access the Services if Customer is a direct competitor of Episodic, except with Episodic's prior written consent; (d) use the Services to post or send infringing, obscene, threatening, or otherwise unlawful material; (e) interfere with or disrupt the integrity or performance of the Services; (f) attempt to gain unauthorized access to the Services or its related systems; (g) remove or alter any trademark, logo, copyright or other proprietary notices in the Services; or (h) use the Services in violation of any applicable local, state, national and foreign laws, including those related to data privacy, international communications, export laws, and laws governing the monitoring or recording of conversations ("Recording Laws"). Customer is solely responsible for its AI voice agent's configuration and for complying with all applicable laws regarding its interactions with third parties, including obtaining any necessary consent for recording conversations.

4.2 Customer Responsibilities. Customer is responsible for all activity occurring under its User accounts and for Users' compliance with this Agreement. Customer shall maintain the security and confidentiality of all passwords and is responsible for any unauthorized access to its account.

4.3 Artificial Intelligence Features. The Services utilize artificial intelligence technology to generate conversations, analyses, and other materials ("Output"). Given the probabilistic nature of artificial intelligence, the Output may be inaccurate or inappropriate. Accordingly, all Output is provided "as is" and with "all faults". Episodic makes no representations or warranties of any kind with respect to any AI Features or any Output. Customer agrees that all decisions made in reliance on any Output are at Customer's own risk and that Episodic shall have no responsibility or liability arising therefrom.

5. Payment Services

5.1 Fees. Customer shall pay Episodic the applicable fees for its Service Plan(s). Pricing plans are accessible on request and will always be provided before Customer subscribes. If Customer believes that Episodic has billed Customer incorrectly, Customer must contact Episodic no later than thirty (30) days after the invoice date. All fees are in U.S. Dollars and are non-refundable and non-creditable, except as expressly set forth in this Agreement or as required by law.

5.2 Taxes. All fees are exclusive of taxes. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority, other than any taxes imposed on Episodic's income.

5.3 Payment Processing. To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates ("Stripe"), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe's Global Privacy Policy available at https://stripe.com/privacy (collectively, the "Stripe Agreements"). By agreeing to these Terms, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Episodic assumes no liability or responsibility for any payments you make through the Service.

5.4 Payment Terms. Customer shall pay all fees within thirty (30) days after the date of the invoice, unless paying via credit card. If Customer is paying via credit card, Customer authorizes Episodic to charge Customer's card for the Services.

5.5 Subscription Service. The Service may include certain subscription-based plans with automatically recurring payments for periodic charges ("Subscription Service"). The "Subscription Billing Date" is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the "Initial Subscription Period"), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a "Subscription Period") unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize Episodic or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service at least 24 hours before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Episodic or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Service by using the cancellation functionality made available in your billing menu or by contacting us at [contact email]. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.

If you have any questions about billing or pricing please contact us at : hello@trytone.io

6. Warranties

6.1 Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

6.2 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, (A) ALL SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY WHATSOEVER; AND (B) EPISODIC EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NONINFRINGEMENT.

6.3 Beta Services. Notwithstanding anything to the contrary, Beta Services are provided "AS IS" without any warranty, indemnity or support and Episodic's liability for Beta Services will not exceed fifty dollars (US $50).

7. Confidential Information

Each party (the "Receiving Party") shall not disclose or use any confidential and proprietary information ("Confidential Information") of the other party (the "Disclosing Party") for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. The Receiving Party will use at least the same level of care to prevent unauthorized use of the Confidential Information as it uses for its own confidential information of like kind, but in no event less than a reasonable standard of care.

8. Term and Termination

8.1 Automatic Renewal; Cancellation. The term of this Agreement shall commence on the Effective Date and continue until all Order Forms have expired or been terminated. Unless otherwise set forth in the applicable Order Form, each Subscription Term will automatically renew, unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the renewal. Episodic reserves the right to increase fees for any renewal terms.

8.2 Termination for Material Breach. Either party may terminate this Agreement if the other party materially breaches this Agreement and does not cure such breach within thirty (30) days of receiving notice.

8.3 Effect of Termination. Upon expiration or termination of this Agreement, the rights and licenses granted to Customer shall terminate immediately. Episodic may permanently delete any Customer Data following termination of the Agreement.

9. Indemnity

9.1 Episodic Indemnity. Episodic will indemnify and hold Customer harmless from any third-party claim alleging that Customer's use of the Services as permitted hereunder infringes a third party's valid U.S. patent, copyright, or trademark.

9.2 Customer Indemnity. Customer will indemnify and hold Episodic harmless from any third-party claim arising from or related to (i) Customer's breach of Section 4.1 of this Agreement, (ii) any Customer Data, or (iii) any claim that Customer's use of the Service to interact with a third party violated any law (including Recording Laws) or the rights of that third party.

10. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY LOST PROFITS, DATA LOSS, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL EPISODIC'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO EPISODIC UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION WILL NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS OR CUSTOMER'S BREACH OF SECTION 4.

11. General Provisions

11.1 Relationship. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship.

11.2 Notices. All notices will be in writing. Notices to Episodic shall be sent to 221 W 9TH ST, WILMINGTON, DELAWARE 19801, to the attention of the Legal Department. Notices to Customer will be sent to the address on record in Episodic's account information.

11.3 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

11.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law.

11.5 Assignment. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts of laws rules.

11.7 Arbitration Agreement. The parties shall use their best efforts to settle any dispute arising out of this Agreement through good-faith negotiations. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in the State of Delaware, in accordance with the JAMS Streamlined Arbitration Rules and Procedures. THE PARTIES WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. ALL CLAIMS MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. You may opt out of this arbitration agreement by sending written notice to the address in Section 11.2 within thirty (30) days of first accepting this Agreement.

11.8 Force Majeure. Except for payment obligations, neither party shall be liable for delay or non-performance of its obligations hereunder if the cause is due to a Force Majeure Event.

11.9 Entire Agreement. This Agreement, including all Order Forms, sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings and discussions. Episodic may modify this Agreement, effective upon the start of any renewal subscription term. Your continued use of the Services after any such change constitutes your consent to the change.