Terms of Service

These Terms of Service ("Terms") govern your access to and use of the services provided by Adjuro, Inc. ("Adjuro," "we," "us," or "our"), including our website at adjuro.ai, our application programming interfaces, software development kits, command-line tools, web dashboard, transparency log, and any related services (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms. 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" and "your" refer to that entity.

If you do not agree to these Terms, do not access or use the Services.

1. The Services

Adjuro operates a cryptographic compliance-evidence infrastructure that issues, transmits, verifies, and archives digitally-signed receipts attesting to the metadata of AI-agent actions, including but not limited to outbound voice calls placed through third-party AI voice-agent platforms.

The Services include:

• The Adjuro REST API for receipt issuance, verification, and audit-packet generation
• The public transparency log accessible at log.adjuro.ai
• The JSON Web Key Set endpoint at adjuro.ai/.well-known/jwks.json
• The decentralized identifier (DID) document at adjuro.ai/.well-known/did.json
• The customer-facing dashboard for tenant management
• Documentation, SDKs, and command-line tools

2. Eligibility and account registration

2.1 Eligibility

You must be at least 18 years of age and legally capable of entering into a binding contract to use the Services. The Services are not intended for use by individuals under the age of 18.

2.2 Account registration

To use most features of the Services, you must register for an Adjuro tenant account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your information to keep it accurate, current, and complete
• Maintain the security of your account credentials and API keys
• Notify us immediately at security@adjuro.ai of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

2.3 API key security

You are solely responsible for safeguarding your Adjuro API keys. API keys are issued in the format adj_live_<32-character-suffix> and grant full access to issue and verify receipts under your tenant identity. Treat API keys with the same care as you would treat passwords or private cryptographic keys:

• Never commit API keys to public source code repositories
• Never share API keys via email, chat, or other unencrypted channels
• Rotate API keys immediately if you suspect compromise
• Use separate API keys for production, staging, and development environments

Adjuro is not liable for losses arising from your failure to secure your API keys.

3. Acceptable use

3.1 Permitted uses

You may use the Services to issue cryptographic receipts attesting to lawful AI-agent actions where you have:

• Legal authority to operate the AI agent on the brand's or principal's behalf
• Valid legal basis (such as prior express written consent under TCPA, legitimate business purpose under GDPR, or other lawful basis) for the underlying action being attested
• A genuine compliance, audit, or evidentiary purpose for issuing the receipt

3.2 Prohibited uses

You may not use the Services to:

• Issue receipts attesting to fraudulent, unlawful, or misleading agent actions
• Manufacture false evidence of consent that was never obtained
• Backdate receipts to misrepresent when an action occurred (the Services are designed to prevent this technically, but you also agree contractually not to attempt it)
• Issue receipts for AI-agent actions that you do not have legal authority to perform
• Circumvent rate limits, attempt to access other tenants' data, or reverse-engineer the cryptographic protocols
• Use the Services to facilitate harassment, fraud, scams, or violations of consumer-protection laws (including but not limited to TCPA, TSR, FDCPA, CAN-SPAM, GDPR, UK GDPR, CCPA, or equivalent foreign laws)
• Resell the Services to third parties without a written reseller agreement with Adjuro
• Use the Services in violation of any applicable law or regulation in any jurisdiction where you operate

We reserve the right to suspend or terminate accounts that violate these acceptable-use restrictions.

3.3 Compliance with telecommunications and consumer-protection laws

You are solely responsible for ensuring that the underlying AI-agent calls and actions for which you issue Adjuro receipts comply with all applicable laws, including but not limited to:

• The U.S. Telephone Consumer Protection Act (TCPA) and FCC regulations
• The U.S. Federal Trade Commission Telemarketing Sales Rule (TSR)
• State telemarketing and consumer-protection laws (including Florida FTSA, Washington WACWA, Oklahoma TSA, and others)
• The UK Privacy and Electronic Communications Regulations (PECR) and Ofcom CLI rules
• The EU ePrivacy Directive and national implementations
• GDPR, UK GDPR, CCPA, and other applicable privacy laws

Adjuro does not provide legal advice and does not warrant that any specific use of the Services complies with applicable law. A signed Adjuro receipt is evidence of the metadata you reported at the time of receipt issuance; it is not a substitute for legal compliance, attorney review, or proper consent management practices.

4. Subscription, pricing, and billing

4.1 Pricing

Pricing for the Services is set forth in your subscription agreement or order form. As of the effective date of these Terms, the standard subscription is seat-based: $50 per seat per month, subject to a minimum of $2,500 per month. Each subscription includes a monthly allowance of verified calls equal to 1,000 multiplied by your licensed seat count. Verified calls above the included allowance are billed at $0.015 per verified call. Pricing is subject to change with at least 30 days' notice.

4.2 Payment terms

Subscriptions are billed monthly in advance. Overage charges are billed monthly in arrears. Payment is due upon receipt of invoice. Adjuro uses Stripe, Inc. for payment processing.

Late payments are subject to interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Accounts more than 30 days past due may be suspended; accounts more than 60 days past due may be terminated.

4.3 Refunds

Subscription fees are non-refundable except where required by law. If we terminate your account for cause (Section 9), you are not entitled to a refund. If you terminate your subscription, the cancellation takes effect at the end of the then-current billing cycle.

4.4 Taxes

Stated prices do not include taxes. You are responsible for all applicable sales, use, value-added, withholding, or similar taxes, except for taxes on our net income.

5. Customer data and intellectual property

5.1 Your data

You retain ownership of the data you submit to the Services, including the metadata fields you supply when requesting receipts (the "Customer Data"). You grant Adjuro a worldwide, royalty-free, non-exclusive license to use, store, process, and transmit Customer Data solely for the purposes of:

• Providing the Services to you
• Maintaining the integrity of the transparency log
• Complying with legal obligations
• Improving the Services in aggregated, anonymized form

This license terminates when the applicable data retention period expires (see our Privacy Policy at adjuro.ai/privacy for retention schedules), except for the permanent and unalterable transparency log entries and any data we are required to retain by law.

5.2 Adjuro's intellectual property

The Services, including all software, documentation, designs, APIs, cryptographic protocols, and the Adjuro name and logo, are the intellectual property of Adjuro, Inc. and are protected by copyright, trademark, and other laws. Except for the limited license to use the Services granted in these Terms, no rights are granted to you.

You may not:

• Copy, modify, or create derivative works of the Services
• Reverse-engineer, decompile, or attempt to extract the source code of the Services
• Remove or alter any copyright, trademark, or proprietary notices
• Use the Adjuro name, logo, or branding without our prior written consent (except for factual references such as "We use Adjuro for compliance receipts")

5.3 Public transparency log

The public transparency log (log.adjuro.ai) is an inherent feature of the Services. By using the Services, you acknowledge and agree that:

• Receipt identifiers, issuance timestamps, signing key identifiers, and Merkle tree roots will be published to the public transparency log
• The transparency log is append-only and immutable; entries cannot be deleted
• Third parties (regulators, defense attorneys, auditors, journalists) may inspect the transparency log to verify receipt integrity
• The transparency log entries do not contain consumer phone numbers, consent text, or other personally identifiable information beyond opaque receipt identifiers

5.4 Feedback

If you provide feedback, suggestions, or improvement ideas about the Services, you grant Adjuro a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose, without obligation to you.

6. Confidentiality

Each party agrees to protect the confidentiality of the other party's confidential information using the same degree of care it uses to protect its own confidential information, and not less than reasonable care. Confidential information includes business plans, pricing, customer lists, technical implementations, and any information marked confidential or that reasonably should be understood to be confidential.

Confidential information does not include information that:

• Is or becomes publicly known through no fault of the receiving party
• Was rightfully known to the receiving party before disclosure
• Is independently developed without use of the other party's confidential information
• Is rightfully received from a third party without confidentiality obligations

This confidentiality obligation survives termination of these Terms for a period of three years.

7. Service availability and support

7.1 Availability

Adjuro targets 99.9% uptime for the receipt verification API, measured monthly. We do not currently offer a contractual service-level agreement (SLA) with financial credits for downtime. SLA-backed offerings are on our 2026-2027 roadmap and will be available for enterprise customers under separate written agreements.

7.2 Maintenance

We may perform scheduled maintenance that temporarily affects Service availability. We will provide reasonable advance notice of planned maintenance windows via our status page at status.adjuro.ai.

7.3 Support

Standard email support is available at support@adjuro.ai with target response times of:

• Critical incidents (Service down): 4 hours, 24/7
• High-priority issues (degraded functionality): 1 business day
• Standard requests: 3 business days

Enterprise customers may negotiate enhanced support terms in their order form.

8. Warranties and disclaimers

8.1 Mutual warranties

Each party represents and warrants that:

• It has the legal authority to enter into these Terms
• Its performance under these Terms will not violate any other agreement to which it is a party
• It will comply with all applicable laws in performing its obligations

8.2 Disclaimers

• ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY
• ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS
• ANY WARRANTY REGARDING THE LEGAL ADMISSIBILITY OF RECEIPTS IN ANY SPECIFIC JURISDICTION OR PROCEEDING

8.3 Customer warranties

You represent and warrant that:

• You have all necessary rights and consents to issue receipts attesting to the AI-agent actions you describe
• The underlying actions comply with all applicable laws and regulations
• You will not use the Services in any manner that violates these Terms

9. Term, termination, and suspension

9.1 Term

These Terms commence when you first access the Services and continue until terminated as set forth below.

9.2 Termination by you

You may terminate your subscription at any time by contacting support@adjuro.ai. Termination takes effect at the end of the then-current billing cycle.

9.3 Termination by Adjuro

We may terminate or suspend your account immediately, without prior notice, if:

• You breach these Terms in a material way
• You violate the acceptable-use restrictions in Section 3
• Your account is more than 60 days past due
• Required by law or governmental order
• Your continued use poses a security or operational risk to other customers

For non-material breaches, we will provide 30 days' notice and an opportunity to cure before termination.

9.4 Effect of termination

Upon termination:

• Your right to access the Services ends immediately
• We will provide you with a final audit packet of your receipt history upon request within 90 days of termination
• Receipts already issued remain valid and verifiable through the transparency log
• Provisions that by their nature should survive termination (including Sections 5, 6, 8, 10, 11, 12, and 13) will survive

10. Limitation of liability

10.1 Excluded damages

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability cap

ADJURO'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF:

• THE FEES PAID OR PAYABLE BY YOU TO ADJURO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR
• ONE THOUSAND U.S. DOLLARS ($1,000)

10.3 Exceptions

The limitations in Sections 10.1 and 10.2 do not apply to:

• A party's indemnification obligations under Section 11
• Liability arising from gross negligence, willful misconduct, or fraud
• Your payment obligations
• Liability that cannot be limited under applicable law

10.4 Basis of bargain

You acknowledge that the pricing of the Services reflects the allocation of risk set forth in these Terms, and that these limitations would not be available at the stated pricing without these limitations.

11. Indemnification

11.1 By you

You will indemnify, defend, and hold harmless Adjuro and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services in violation of these Terms or applicable law
• The underlying AI-agent actions for which you issued receipts
• Your Customer Data
• Your breach of any representation or warranty in these Terms
• TCPA, TSR, GDPR, or other consumer-protection claims arising from your business operations

11.2 By Adjuro

We will indemnify, defend, and hold harmless you from any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark of a third party. This indemnity does not apply to claims arising from:

• Your Customer Data
• Modifications to the Services not made by Adjuro
• Use of the Services in combination with other products or services not provided by Adjuro
• Use of the Services in violation of these Terms

11.3 Indemnification process

The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation. The indemnifying party may not settle any claim that imposes obligations on the indemnified party without consent.

12. Governing law and dispute resolution

12.1 Governing law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Informal dispute resolution

Before initiating any formal proceeding, the parties will attempt to resolve disputes informally through good-faith negotiation between executives with authority to settle. If the dispute is not resolved within 30 days, either party may proceed to formal dispute resolution.

12.3 Binding arbitration

Any dispute not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted in San Francisco, California, by a single arbitrator. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

12.4 Class action waiver

12.5 Exception for equitable relief

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information, without first attempting informal resolution or arbitration.

13. General provisions

13.1 Entire agreement

These Terms, together with the Privacy Policy at adjuro.ai/privacy and any order forms or written agreements between the parties, constitute the entire agreement between you and Adjuro regarding the Services. They supersede all prior or contemporaneous communications and proposals.

13.2 Modifications

We may modify these Terms from time to time. Material modifications will be communicated by:

• Updating the "Last updated" date at the top of these Terms
• Sending notice to the email address associated with your tenant account
• Posting a notice on our website at adjuro.ai for at least 30 days

Continued use of the Services after the effective date of any modification constitutes your acceptance of the revised Terms.

13.3 Notices

Notices to Adjuro should be sent to legal@adjuro.ai. Notices to you will be sent to the email address associated with your tenant account.

13.4 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. Adjuro may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all assets. Any attempted assignment in violation of this section is void.

13.5 Force majeure

Neither party is liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, or governmental actions.

13.6 Waiver and severability

No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

13.7 Independent contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.

13.8 No third-party beneficiaries

These Terms are for the benefit of the parties only and do not create rights in any third party.

13.9 Export compliance

You will comply with all applicable export and re-export control laws and regulations, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs administered by the U.S. Treasury Department's Office of Foreign Assets Control.

13.10 Government use

If you are a U.S. federal, state, or local government entity, additional or alternative terms may apply, as set forth in a separate written agreement.

14. Contact

For questions about these Terms, contact:

Adjuro, Inc. Legal team: legal@adjuro.ai
General inquiries: hello@adjuro.ai

[Postal address to be added upon incorporation]