Terms of Service

Welcome to Jonie AI, Inc. ("Jonie," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our AI-powered voice agent services (the "Service").

BY USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

1. Service Description

1.1 What We Provide

Jonie provides AI-powered voice agent services that:

• Answer phone calls on behalf of restaurant businesses
• Handle customer inquiries via voice, SMS, chat, and email
• Process reservations and modifications
• Take and manage orders
• Provide information about restaurant hours, menus, policies, and services
• Offer basic customer service support

1.2 Service Limitations

Our AI agent:

• Cannot process refunds or financial adjustments (these are escalated to restaurant staff)
• Cannot handle complex customer complaints (escalated to appropriate personnel)
• Cannot provide medical, legal, or financial advice
• Is not 100% accurate and may misunderstand requests or provide incorrect information
• May require human escalation for situations outside its training or capabilities
• Depends on third-party integrations (reservation systems, point of sale systems) which may experience downtime

1.3 Service Availability

We strive for 99.5% uptime but do not guarantee uninterrupted service. Service may be temporarily unavailable due to maintenance, updates, or technical issues.

2. User Categories and Acceptance

2.1 Restaurant Clients

If you are a restaurant business ("Client") subscribing to our Service:

• These Terms constitute a binding agreement between you and Jonie
• Your Service Agreement (Order Form) is incorporated by reference
• You represent that you have authority to bind your business to these Terms

2.2 End Users (Customers Calling Restaurants)

If you are an individual ("End User") interacting with our AI agent when calling a restaurant:

• By using the Service, you agree to these Terms
• You acknowledge you are interacting with an AI agent
• You consent to call recording (see Section 3)
• The restaurant, not Jonie, is responsible for fulfilling your reservation or order

3. Call Recording and Consent

3.1 Recording Notice

ALL CALLS WITH OUR AI AGENT ARE RECORDED AND TRANSCRIBED.

You will hear a notice at the beginning of each call informing you that the call is being recorded.

3.2 Purpose of Recording

Call recordings and transcriptions are used for:

• Quality assurance and service improvement
• Training our AI models
• Resolving disputes
• Compliance with legal obligations
• Security and fraud prevention

3.3 Consent to Recording

By continuing the call after hearing the recording notice, you consent to being recorded.

If you do not consent to being recorded, you must hang up immediately.

Two-Party Consent States: If you are calling from California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Pennsylvania, or Washington, your continued participation in the call after the recording notice constitutes your express consent to recording under applicable state law.

3.4 Data Retention

Call recordings are retained for 90 days for quality assurance and up to 2 years for legal compliance and dispute resolution. See our Privacy Policy for details.

4. SMS Communications

4.1 Consent to Receive SMS

By providing your mobile phone number to our Service, you consent to receive text messages from Jonie or the restaurant you are interacting with, including:

• Reservation confirmations and reminders
• Order status updates
• Appointment notifications
• Service-related communications
• Marketing messages (if you separately opt in)

4.2 Opt-Out

To stop receiving SMS messages:

• Reply STOP to any text message
• Your request will be processed immediately (typically within 10 minutes)
• You will receive one final confirmation message

4.3 Help

For assistance with SMS communications:

• Reply HELP to any text message
• Or contact support@jonie.ai

4.4 Charges and Frequency

• Message and data rates may apply based on your mobile carrier's plan
• Message frequency varies based on your activity and preferences
• Consent to receive SMS is not required to use our Service or make purchases

4.5 TCPA Compliance

We comply with the Telephone Consumer Protection Act (TCPA). We will not:

• Send autodialed or prerecorded marketing messages without your express written consent
• Continue sending messages after you opt out
• Call numbers on the National Do Not Call Registry for marketing purposes

5. User Responsibilities and Prohibited Conduct

5.1 Accurate Information

You agree to provide accurate, current, and complete information when using our Service.

5.2 Prohibited Conduct

You may NOT:

• Provide false, misleading, or fraudulent information
• Impersonate any person or entity
• Use the Service for illegal purposes
• Attempt to manipulate, deceive, or "jailbreak" the AI agent
• Make excessive calls or requests that burden our systems
• Interfere with or disrupt the Service
• Record calls without proper consent (where required by law)
• Use automated systems (bots, scrapers) to access the Service
• Reverse engineer or attempt to extract our AI models or algorithms

5.3 Consequences of Violations

Violations may result in:

• Immediate termination of Service access
• Blocking of your phone number or account
• Legal action to recover damages
• Reporting to law enforcement authorities

6. Reservations and Orders

6.1 Restaurant Authority

Restaurants have final authority to:

• Approve, modify, or cancel reservations
• Accept or decline orders
• Set policies regarding cancellations, deposits, and special requests
• Determine menu availability and pricing

6.2 Confirmation and Verification

While our AI agent will confirm your reservation or order details:

• You should verify confirmation messages (email/SMS)
• Contact the restaurant directly if you have concerns
• Arrive on time for reservations
• Provide accurate information for order delivery

6.3 Order Accuracy

You are responsible for:

• Clearly communicating your order
• Verifying order details before completing the transaction
• Notifying the restaurant immediately of any errors

Our AI may misunderstand requests due to:

• Background noise or poor connection quality
• Unclear speech or strong accents
• Complex or unusual requests
• Technical limitations

6.4 Pricing and Payment

• Final pricing is determined by the restaurant
• Our AI quotes prices based on restaurant data, which may be outdated
• The restaurant charges your payment method, not Jonie
• We do not store your complete credit card number
• Disputes regarding charges should be directed to the restaurant

7. Payment Terms (Restaurant Clients Only)

7.1 Subscription Fees

Restaurant Clients will be billed according to their Service Agreement:

• Billing Cycle: Monthly, quarterly, or annual (as specified in Order Form)
• Payment Terms: Net 15 days from invoice date
• Late Payments: 1.5% monthly interest (or maximum allowed by law) on overdue amounts
• Automatic Renewal: Subscription automatically renews unless canceled per Section 13

7.2 Usage-Based Charges

If applicable, usage-based charges for:

• Call minutes exceeding plan limits
• SMS messages exceeding plan limits
• Additional features or premium services

7.3 Taxes

You are responsible for all taxes except our income taxes.

7.4 Refund Policy

• Monthly Subscriptions: No refunds for partial months
• Annual Subscriptions: Pro-rated refunds for remaining months after 30-day money-back period
• Setup Fees: Non-refundable
• Usage Charges: Non-refundable

8. Third-Party Integrations

8.1 Required Integrations

Our Service requires integration with:

• Reservation Systems: OpenTable, Resy, Yelp Reservations
• Point of Sale Systems: Toast, Clover, Square
• Payment Processors: Stripe
• Integration Middleware: Stream API

8.2 Restaurant Client Responsibilities

You agree to:

• Provide valid credentials and access permissions for required integrations
• Maintain active accounts with necessary third-party services
• Ensure your restaurant data (menus, hours, policies) is accurate and current
• Update information promptly when changes occur
• Pay any fees charged by third-party services
• Comply with third-party terms of service

8.3 Third-Party Availability

We do not control third-party services and are not responsible for:

• Third-party service interruptions or downtime
• Changes to third-party APIs or functionality
• Third-party pricing changes
• Third-party data breaches or security issues
• Third-party terms of service violations

If a third-party integration becomes unavailable, we will work with you to find alternatives, but we are not liable for service disruptions caused by third parties.

8.4 Data Sharing with Third Parties

By using our Service, you authorize us to:

• Share customer data with integrated services to fulfill orders and reservations
• Access your restaurant data from third-party systems
• Store and process data from third-party systems as necessary to provide the Service

9. Intellectual Property

9.1 Jonie's IP

Jonie retains all rights, title, and interest in:

• The Service platform and infrastructure
• AI models, algorithms, and training methodologies
• Proprietary software, code, and documentation
• Trademarks, logos, and brand assets
• Improvements and derivatives we create

9.2 License to Use Service

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms.

9.3 User Content - Restaurant Clients

By using our Service, you grant Jonie:

• Restaurant Information: License to use your restaurant name, logo, menu data, policies, and other information to provide the Service
• Call Recordings: License to use, store, and process call recordings and transcriptions for:
  • Service provision and improvement
  • AI model training and development
  • Quality assurance and analytics
  • Legal compliance
• License Terms: Worldwide, non-exclusive, royalty-free, sublicensable (to service providers only)

9.4 User Content - End Users

By using our Service, you grant Jonie:

• License to use your call recordings and transcriptions for purposes stated in our Privacy Policy
• You retain ownership of your personal information subject to our Privacy Policy

9.5 Restrictions

You may NOT:

• Copy, modify, or create derivative works of the Service
• Reverse engineer, decompile, or disassemble any part of the Service
• Remove or alter any proprietary notices
• Use our intellectual property to create competing services
• Frame or mirror any part of the Service

10. Disclaimers

10.1 AI Service Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DO NOT WARRANT THAT:

• Accuracy: AI responses will be 100% accurate or error-free
• Transcription: Speech-to-text transcriptions will be perfectly accurate
• Response Quality: AI will always provide appropriate or optimal responses
• Integration Availability: Third-party integrations will be continuously available
• Performance: Service will function perfectly in all conditions (poor call quality, heavy accents, background noise)

10.2 General Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• UNINTERRUPTED, SECURE, OR ERROR-FREE SERVICE
• ACCURACY OR RELIABILITY OF INFORMATION

10.3 Restaurant Operations

Jonie is not responsible for:

• Food quality, preparation, or safety
• Restaurant service quality or conduct
• Restaurant compliance with health, safety, or labor laws
• Accuracy of restaurant information (menus, hours, policies)
• Restaurant's ability to fulfill reservations or orders

10.4 Not Professional Advice

Our Service does not provide:

• Medical, health, or nutritional advice
• Legal advice or representation
• Financial or investment advice
• Emergency services

For emergencies, always call 911 or your local emergency number.

11. Limitation of Liability

11.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

For Restaurant Clients: Our total liability for any claims arising from your use of the Service shall not exceed the greater of:

• The fees you paid in the 3 months prior to the claim, OR
• $500

For End Users: Our total liability shall not exceed $100.

11.2 Excluded Damages

WE ARE NOT LIABLE FOR:

• Indirect, incidental, consequential, special, or punitive damages
• Lost profits, revenue, or data
• Loss of goodwill or reputation
• Service interruptions or delays
• Errors, inaccuracies, or omissions in AI responses
• Missed reservations, canceled orders, or customer dissatisfaction
• Third-party service failures or downtime
• Data breaches or security incidents at third parties
• Unauthorized access to or use of your data

11.3 Basis of the Bargain

These limitations apply even if:

• We were advised of the possibility of such damages
• A remedy fails of its essential purpose
• The damages were foreseeable

These limitations reflect the allocation of risk between the parties and are a fundamental basis of our agreement.

11.4 Exceptions

Some jurisdictions do not allow limitation of liability for:

• Gross negligence or willful misconduct
• Death or personal injury
• Fraud or fraudulent misrepresentation
• Violations of consumer protection laws that cannot be waived

Where such laws apply, our liability is limited to the maximum extent permitted.

12. Indemnification

12.1 Restaurant Client Indemnification

You agree to indemnify, defend, and hold harmless Jonie, its affiliates, and their officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your violation of these Terms or applicable law
• Food quality, safety, or preparation issues
• Incorrect restaurant information you provide (menus, hours, policies)
• Your failure to honor reservations or fulfill orders
• Employment-related disputes with your staff
• Infringement of intellectual property rights
• Health code violations or regulatory non-compliance
• Customer disputes regarding your services or products

12.2 End User Indemnification

You agree to indemnify Jonie from claims arising from:

• Your violation of these Terms or applicable law
• Fraudulent or abusive use of the Service
• Unauthorized recording of calls (where prohibited)
• Harm caused to restaurants or other users through your conduct

12.3 Indemnification Process

• We will promptly notify you of any claim
• You will cooperate with us in defending the claim
• We reserve the right to assume exclusive control of defense and settlement
• You will not settle any claim without our prior written consent

13. Term and Termination

13.1 Term

Restaurant Clients:

• Initial Term as specified in your Service Agreement
• Automatically renews for successive periods (monthly, annually) unless canceled

End Users:

• Terms apply each time you use the Service

13.2 Termination by Restaurant Client

You may terminate:

• Before Renewal: Cancel at least 30 days before your renewal date to avoid charges for the next period
• For Convenience: Cancel anytime, but no refunds for unused time in current billing period
• For Breach by Us: If we materially breach and fail to cure within 30 days, terminate with pro-rated refund

13.3 Termination by Jonie

We may terminate immediately for cause:

• Material breach of these Terms
• Non-payment of fees
• Illegal use of Service
• Abusive conduct toward our staff or AI agent
• As required by law or third-party service provider

We may terminate for convenience with 30 days' notice and pro-rated refund.

13.4 Effect of Termination

Upon termination:

• Access to Service immediately terminates
• We will retain data per our Privacy Policy
• You may request data export within 30 days (fees may apply)
• No refunds except as specified above
• Sections 9 (IP), 10 (Disclaimers), 11 (Limitations), 12 (Indemnification), and 14 (Dispute Resolution) survive termination

14. Dispute Resolution

14.1 Informal Resolution

Before filing any legal action, you agree to:

• Contact us at legal@jonie.ai to describe the dispute
• Attempt to resolve the dispute informally for 30 days
• Negotiate in good faith

14.2 Binding Arbitration

If informal resolution fails, disputes will be resolved through binding arbitration:

• Arbitration Rules: American Arbitration Association (AAA) Commercial Arbitration Rules
• Location: New York, New York
• Costs: Each party pays its own costs unless the arbitrator awards costs
• Individual Basis: Arbitration on an individual basis only (see Class Action Waiver)
• Discovery: Limited discovery as determined by arbitrator
• Governing Law: New York law without regard to conflict of laws principles

14.3 Class Action Waiver

YOU AGREE THAT:

• Disputes will be resolved on an individual basis
• You waive the right to participate in class actions or class arbitrations
• You waive the right to act as a class representative or member
• Claims cannot be consolidated with other parties' claims

14.4 Exceptions to Arbitration

The following may be brought in court:

• Small claims court actions (within jurisdictional limits)
• Injunctive or equitable relief for intellectual property infringement
• Enforcement of arbitration award

14.5 Opt-Out of Arbitration

You may opt out of arbitration by sending written notice to legal@jonie.ai within 30 days of first accepting these Terms. Your notice must include your name, address, and clear statement that you wish to opt out.

14.6 Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles.

15. Miscellaneous

15.1 Entire Agreement

These Terms, together with our Privacy Policy, your Order Form (if applicable), and any Service Agreement constitute the entire agreement between you and Jonie.

15.2 Amendments

We may modify these Terms at any time by:

• Posting updated Terms on our website
• Providing notice via email or Service notification
• Updating the "Last Updated" date

Changes take effect 30 days after notice. Your continued use constitutes acceptance. If you don't agree to changes, you may cancel within 30 days for a pro-rated refund.

15.3 Assignment

You may not assign or transfer these Terms without our written consent. We may freely assign these Terms in connection with a merger, acquisition, or sale of assets.

15.4 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

15.5 No Waiver

Our failure to enforce any provision does not waive our right to enforce it later.

15.6 Force Majeure

We are not liable for delays or failures due to causes beyond our reasonable control, including:

• Natural disasters
• Pandemics or public health emergencies
• War, terrorism, or civil unrest
• Government actions or regulations
• Internet or telecommunications failures
• Third-party service provider outages

15.7 Independent Contractors

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

15.8 Third-Party Beneficiaries

Our service providers are third-party beneficiaries of limitations of liability and disclaimers in these Terms.

15.9 Notices

Notices to you will be sent via:

• Email to the address associated with your account
• Mail to the address you provided

Notices to us should be sent to:

legal@jonie.ai

205 Hudson St., 7th Floor, New York, NY 10013

15.10 Headings

Section headings are for convenience only and do not affect interpretation.

16. Contact Information

For questions or concerns about these Terms:

Email: support@jonie.ai

Privacy Questions: privacy@jonie.ai

Legal Inquiries: legal@jonie.ai

Address: 205 Hudson St., 7th Floor, New York, NY 10013

17. Accessibility

We are committed to making our Terms of Service accessible to individuals with disabilities. If you need this document in an alternative format, please contact support@jonie.ai.

18. Copyright and DMCA

18.1 Copyright Ownership

The Service and all content, features, and functionality are owned by Jonie AI, Inc. and are protected by copyright, trademark, and other intellectual property laws.

© 2026 Jonie AI, Inc. All rights reserved.

18.2 DMCA Notice

If you believe content on our Service infringes your copyright, please notify our Copyright Agent:

Copyright Agent: legal@jonie.ai

205 Hudson St., 7th Floor, New York, NY 10013

Your notice must include:

• Physical or electronic signature
• Identification of copyrighted work
• Identification of infringing material and its location
• Your contact information
• Statement of good faith belief
• Statement under penalty of perjury that information is accurate

18.3 Counter-Notice

If your content was removed due to a DMCA notice and you believe it was removed in error, you may file a counter-notice with the same requirements.

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.