Terms of Service

⚠️ DRAFT — PENDING LEGAL REVIEW

This document contains standard boilerplate and has not been reviewed by counsel. It is not legal advice and is not binding. Items marked [CONFIRM: …] need your decision (they show a suggested default). See the "Needs your input" checklist at the end. Do not enforce acceptance against customers until counsel has reviewed it and this banner is removed.

Effective date: 2026-06-01 · Version: 2026.06.01-draft

These Terms of Service ("Terms") are a binding agreement between [CONFIRM: legal entity — "Agent Dojo, Inc., a Delaware corporation"] ("Agent Dojo," "we," "us," "our") and the organization that accepts them ("Customer," "you," "your"), and govern your access to and use of the Agent Dojo voice-AI mock-call training platform (the "Service").

1. Acceptance

You accept these Terms by clicking "I agree," creating an account, or accessing or using the Service. If you accept on behalf of an organization, you represent that you are authorized to bind that organization, and "you" refers to that organization. If you do not agree, do not use the Service.

2. Definitions

• Tenant — the organization account under which Users operate.
• User — any individual you authorize to access the Service (admins, trainers, trainees).
• Trainee — a User assigned to take mock calls.
• Roleplay — one scored voice mock-call session.
• Plan — a subscription tier (Free, Pro, Premium, Scale, Enterprise) with an included seat bucket and Roleplay allowance.
• Customer Data — content you or your Users submit to the Service, including personas, scenarios, rosters, call recordings, and transcripts.
• Documentation — the usage materials we make available for the Service.

3. Service description

Agent Dojo provides voice-AI mock-call training: trainers author AI caller personas and scoring rubrics, trainees place spoken practice calls to an AI caller, and the Service scores each call and returns coaching feedback. We may update, improve, or modify the Service from time to time, provided we do not materially reduce its core functionality during a paid term.

4. Access grant

Subject to these Terms and payment of applicable fees, Agent Dojo grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term. We reserve all rights not expressly granted.

5. Account and seat compliance

You are responsible for your account, your Users, and all activity under your account. You must keep credentials secure and keep your usage within your Plan's included seats; exceeding the included seats requires upgrading to a higher tier. You are responsible for your Users' compliance with these Terms.

6. Acceptable use

Your use of the Service is subject to the Acceptable Use Policy at /legal/aup, which is incorporated into these Terms by reference.

7. Fees, billing, and automatic renewal

Paid Plans are billed in advance through our payment processor as described at /admin/organization/billing. Subscriptions renew automatically each billing period (monthly or annual, as selected) until cancelled, and you authorize us to charge your payment method for the then-current fees on each renewal. Roleplays used beyond your included allowance are billed at your Plan's overage rate. Except as required by law or expressly stated, fees are non-refundable and payments are non-cancellable; we do not provide refunds or credits for partial periods. Fees are exclusive of taxes, which you are responsible for. We may change fees on renewal with at least 30 days' notice.

8. Term and termination

Self-serve Plans continue for the billing period selected and renew per Section 7 until cancelled; you may cancel at any time, effective at the end of the current period. Either party may terminate for the other's material breach not cured within 30 days after written notice. We may suspend access immediately for non-payment, a security risk, or a violation of the AUP. On termination, your license ends and you may export Customer Data during a 30-day window, after which we may delete it as described in the DPA.

9. Confidentiality

"Confidential Information" means non-public information disclosed by one party that is marked or should reasonably be understood as confidential. Each party will use the other's Confidential Information only to perform under these Terms and will protect it with at least reasonable care. These obligations survive for three (3) years after disclosure (and for trade secrets, for as long as they remain trade secrets). Confidential Information excludes information that is public through no fault of the receiver, independently developed, or rightfully received from a third party.

10. Intellectual property

As between the parties, Agent Dojo owns all right, title, and interest in the Service, Documentation, and all related intellectual property. You own your Customer Data and the scenarios, personas, and transcripts you create. You grant Agent Dojo a worldwide, non-exclusive license to host, process, and display Customer Data solely to provide and support the Service, subject to the DPA. If you submit feedback or suggestions, we may use them without restriction or obligation.

11. Customer Data

Agent Dojo processes Customer Data as your processor on your behalf and in accordance with the Data Processing Agreement at /legal/dpa. You are responsible for the accuracy and legality of Customer Data and for having the necessary rights and consents to provide it (including any voice recordings of your Users).

12. Warranties and disclaimer

Each party represents that it has the authority to enter into these Terms. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI-GENERATED SCORES OR FEEDBACK WILL BE ACCURATE OR SUITABLE FOR ANY PARTICULAR PURPOSE.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS EXCEED THE FEES PAID BY CUSTOMER TO AGENT DOJO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. [CONFIRM: liability cap window — 12 months is standard]

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

Carve-outs (not subject to the cap or exclusions above): (a) breaches of confidentiality (Section 9); (b) a party's indemnification obligations (Section 14); (c) gross negligence or willful misconduct; (d) Customer's violation of the AUP or breach of Section 5; (e) Customer's payment obligations; and (f) liability that cannot be limited or excluded under applicable law.

14. Indemnification

By Agent Dojo: We will defend you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights, and will indemnify you for amounts finally awarded or settled. Our obligations do not apply to claims arising from Customer Data, your modifications, or use in combination with non-Agent-Dojo products. By Customer: You will defend and indemnify us against third-party claims arising from Customer Data or your violation of these Terms or the AUP. The indemnified party must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party.

15. Force majeure

Neither party is liable for any delay or failure (other than payment obligations) due to events beyond its reasonable control, including natural disaster, war, labor disturbance, governmental action, internet or utility failure, or the failure or unavailability of an upstream provider.

16. Governing law and venue

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules, and the U.N. Convention on Contracts for the International Sale of Goods does not apply. The exclusive venue for disputes is the state and federal courts located in Delaware, and each party consents to personal jurisdiction there. [CONFIRM: governing law + venue — Delaware is the common default for US startups; change to your actual jurisdiction.]

17. Dispute resolution

The parties will first attempt to resolve any dispute through good-faith negotiation between authorized representatives for 30 days. If unresolved, the dispute will be brought exclusively in the courts identified in Section 16, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. [CONFIRM: courts vs. binding arbitration + any class-action waiver — counsel's call based on your risk posture and customer base.]

18. Notices

Notices to Agent Dojo must be sent to support@agentdojo.app and to [CONFIRM: company legal/mailing address once incorporated]. Notices to you may be sent to your Tenant's configured support email and account administrators. Notices are effective on receipt.

19. Assignment

Neither party may assign these Terms without the other's prior written consent, except that either party may assign them in connection with a merger, acquisition, or sale of substantially all of its assets, on notice to the other. Any other attempted assignment is void.

20. Modifications

We may update these Terms from time to time. For material changes, we will provide notice and, where the in-app legal flow is enabled, require re-acceptance; non-material changes are effective when posted. Your continued use after a change takes effect constitutes acceptance.

21. Miscellaneous

These Terms (with the AUP, SLA, DPA, and any Order Form) are the entire agreement and supersede prior agreements on the subject. In a conflict, an executed Order Form controls, then the DPA, then these Terms, then the other policies. If any provision is unenforceable, the rest remains in effect. No waiver is effective unless in writing. The parties are independent contractors. Sections that by their nature should survive termination (including 7, 9–14, 16–18, 21) survive.

⚑ Needs your input (give these to counsel / fill in)

• [CONFIRM] Legal entity name + state of incorporation (intro) — suggested: "Agent Dojo, Inc., a Delaware corporation."
• [CONFIRM] Governing law + venue (§16) — suggested: Delaware, USA.
• [CONFIRM] Dispute resolution (§17) — courts (default) vs. binding arbitration + class-action waiver.
• [CONFIRM] Company legal/mailing notice address (§18).
• [CONFIRM] Liability cap window (§13) — 12 months is standard; confirm.
• Confirm the refund/non-cancellation stance (§7) and cure/export windows (§8) match your commercial policy.