These Felix Core Terms (the “Core Terms”) govern access to and use of the Services provided by Spoken Empathy Systems, Inc., a Delaware corporation, d.b.a. Felix (“Felix”), to the customer identified in an Order (“Customer”). By accepting an Order, Customer agrees to the Agreement, and the person accepting represents that they have authority to bind Customer.
The “Agreement” consists of the Order, these Core Terms, the Felix Professional Services Attachment (the “PS Attachment”), the Felix Service Level Agreement (the “SLA”), and the Data Processing Agreement available during onboarding or on Felix’s website (the “DPA”).
Definitions
“Active Time” means the exact time during which Associate actively performs any part of the Services, including operating or supervising AI Technology, or during which AI Technology processes any part of the Services. Overlapping Associate and AI Technology time is counted separately.
“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of more than 50% of voting interests.
“AI Technology” means an artificial-intelligence or machine-learning model, application, agent, algorithm, tool, or service used by Felix or Associate to provide the Services, including third-party technology.
“Cloud Service”means Felix’s hosted software, platform, portal, integrations, communication layer, AI execution environment, logs, and related cloud functions provided as part of the Services.
“Confidential Information” means non-public information disclosed or made available by a party that is identified as confidential or reasonably should be understood as confidential. Customer Confidential Information includes Customer Data, Customer Credentials, Customer Systems, and Outputs. Felix Confidential Information includes Felix Materials, pricing, non-public service information, and security information.
“Connected Accounts”means accounts, workspaces, mailboxes, profiles, licenses, and similar third-party assets established, configured, or operated by Associate under Customer’s name, domain, or brand.
“Customer Credentials” means passwords, authentication codes, tokens, keys, and other credentials Customer provides or makes available for access to Customer Systems or Connected Accounts.
“Customer Data” means data, records, files, documents, communications, and other content supplied or made available by or for Customer, or accessed in Customer Systems or Connected Accounts, in connection with the Services.
“Customer Personnel”means Customer’s employees, contractors, and other personnel whom Customer permits to interact with Associate or use the Services.
“Customer Systems” means applications, accounts, tools, environments, networks, and repositories owned, controlled, or selected by Customer to which Customer grants access for the Services.
“Documentation”means Felix’s standard product descriptions, instructions, and usage materials made available in or for the Cloud Service.
“Felix Materials”means the Services and Felix’s pre-existing or independently developed technology, software, infrastructure, general tools, templates, prompt libraries, reference architectures, methods, models, processes, know-how, documentation, and general improvements that do not disclose or incorporate Customer Confidential Information.
“Interaction Data” means communications between Customer Personnel and Associate concerning the Services and prompts, instructions, and configurations used or created in AI Technology while providing the Services, excluding Outputs.
“Associate” means the individual selected by Customer and assigned by Felix to perform Professional Services.
“Order” means an electronic order or record through which Customer orders the Services and that identifies applicable commercial terms, including an enterprise order form.
“Outputs” means deliverables, communications, analyses, drafts, records, code, configurations, workflows, artifacts, automations, integrations, scripts, process maps, runbooks, standard operating procedures, and documentation created specifically for Customer by Associate or AI Technology, excluding Felix Materials, Usage Data, and third-party materials.
“Payment Processor” means a third-party payment processor used by Felix.
“Professional Services” means the executive-assistant and related business-support services described in the PS Attachment.
“Sensitive Data” means protected health information; payment-card or financial-account data; government identification numbers; data regulated under COPPA, GLBA, or comparable sector-specific laws; personal data revealing racial or ethnic origin, religious or philosophical beliefs, political opinions, union membership, citizenship or immigration status, sex life or sexual orientation; genetic, neural, or identifying biometric data; precise geolocation; special-category personal data under GDPR; and other data subject to sector-specific safeguards beyond those generally applicable to personal data.
“Service Records” means the records and logs described in Section 3.2.
“Services” means the Cloud Service and Professional Services.
“Term” means the initial and renewal terms of an Order.
“Third-Party Service” means a product, platform, application, account, or service supplied by a third party that Customer selects, connects, or asks Associate to use.
“Usage Data” means technical, operational, and usage information about the Services, including Active Time, task categories, system logs, performance metrics, and diagnostic information, excluding Customer Data in identifiable form.
1. The Agreement
1.1 Formation
The Agreement takes effect when Customer accepts an Order (the “Effective Date”). An Order may be accepted through Felix’s website, onboarding flow, or another process designated by Felix.
1.2 Order of Precedence
For personal-data processing and protection, the DPA controls. For other conflicts, the order is: (a) an Order that expressly identifies the provision it modifies; (b) the SLA for service-level matters; (c) the PS Attachment for Professional Services matters; and (d) these Core Terms.
1.3 Customer Information
Customer will provide accurate legal, contact, billing, and account information and keep it current. Customer controls which Customer Personnel may use the Services or issue instructions and will promptly withdraw access or authority that is no longer appropriate.
2. The Services
2.1 Services
Felix provides the Cloud Service and the Professional Services described in the PS Attachment. The Cloud Service is included in the rates charged for Active Time and is not separately priced unless an Order states otherwise.
2.2 Cloud Service
The Cloud Service may enable Customer to:
- add, modify, delete, organize, and export files, memory, transcripts, context, instructions, prompts, skills, automations, artifacts, and other Customer Data or Outputs;
- view tasks, status, progress, Active Time, usage, invoices, Associate activity, AI Technology activity, and Service Records;
- connect, review, and disconnect integrations, Customer Systems, and Connected Accounts;
- add, remove, and manage credentials and secrets and view related access logs;
- use Felix-controlled communication, orchestration, and AI execution functions; and
- access other functions described in the Documentation.
2.3 Access and Use
Subject to the Agreement, Felix grants Customer a non-exclusive, non-transferable right during the Term to use the Cloud Service for its internal business purposes. Customer may permit Customer Personnel and Affiliates to use it on Customer’s behalf and is responsible for their compliance with the Agreement.
2.4 AI Technology
Associate will use AI Technology to provide the Services, and AI Technology may execute tasks under Associate’s oversight. Customer Data may be transmitted to and processed by AI Technology. AI Technology is probabilistic and may produce inaccurate, incomplete, biased, unsuitable, or non-unique results; human involvement reduces but does not eliminate those risks.
2.5 Third-Party Services
Customer may connect or ask Associate to use Third-Party Services. Their use is governed by Customer’s agreement with the relevant provider. Felix does not control or warrant their availability, security, or continued interoperability, and Customer is responsible for its own third-party fees and permissions.
2.6 Service Changes
Felix may improve or change the Cloud Service, but will not materially decrease its overall functionality during a paid Term. Felix may discontinue a function where required by law, security needs, a third-party dependency, or material operational risk and will use reasonable efforts to give notice and provide a substantially similar alternative where practicable.
3. Customer Data, Records, and Security
3.1 Use of Customer Data
Felix will access, use, and disclose Customer Data only as necessary to provide, secure, support, and maintain the Services, as Customer directs, as otherwise permitted by the Agreement, or as required by law.
3.2 Service Records
Felix will maintain records of each task, communication, approval, and Associate or AI Technology action performed through or recorded in the Services, including access to Customer Systems, Connected Accounts, credentials, and secrets. Customer may view available Service Records through the Cloud Service. Customer Data retention is governed by the DPA.
3.3 Data Isolation and Access
Access to Customer Data, Customer Credentials, Customer Systems, and Connected Accounts is limited by default to the assigned Associate. Other Felix personnel may access them only as necessary to diagnose or debug a service issue, respond to a security incident, or comply with law or a binding order. Any such access must be limited in scope and duration, use least privilege, be performed by personnel bound by written confidentiality and security obligations, and be logged and visible to Customer. Felix will obtain Customer’s prior approval where reasonably practicable and otherwise notify Customer without undue delay.
3.4 Safeguards
Felix will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data and Customer Credentials, including least-privilege access, multi-factor authentication where supported, encryption in transit and at rest where Felix stores Customer Data, and reasonable device-security requirements.
3.5 Personnel
Felix will ensure that Associate and other authorized personnel are bound by written confidentiality, privacy, security, and intellectual-property obligations consistent with the Agreement and will conduct reasonable screening commensurate with their roles and permitted by law. Upon Customer’s request, Felix will provide Customer with the results of background checks (including criminal record and employment verification) conducted with respect to the Associate, subject to applicable law and any required consent. Customer will use such information solely to evaluate the Associate and will protect it as Confidential Information.
3.6 AI Providers and Security Incidents
Felix will use business or enterprise AI offerings and zero-data-retention settings where available and will contractually prohibit third-party providers from using Customer Data or Interaction Data to train or improve general models without Customer’s prior written consent. Felix will notify Customer without undue delay after confirming unauthorized access to or disclosure of Customer Data or Customer Credentials in Felix’s possession or control and will provide reasonably available information and cooperation.
3.7 DPA
The DPA governs Felix’s processing of personal data on Customer’s behalf. Each party will comply with the privacy and data-protection laws applicable to it.
4. Customer Responsibilities and Usage Rules
4.1 Cooperation and Authority
Customer will timely provide the information, decisions, approvals, systems, access, and cooperation reasonably necessary for the Services. Customer represents that it has the rights, permissions, notices, consents, and lawful bases necessary for Felix and Associate to access Customer Systems, process Customer Data, communicate under Customer’s name, domain, or brand, and otherwise follow Customer’s instructions.
4.2 Accounts and Credentials
Customer is responsible for Customer-controlled accounts and for securely issuing, rotating, and withdrawing Customer Credentials. Customer will use reasonable safeguards, keep credentials confidential, and promptly notify Felix of suspected compromise. Associate will use Customer Credentials only to provide the Services and will follow Customer’s documented security policies supplied in advance to the extent reasonably applicable.
4.3 Prohibited Uses
Customer will not use the Services, or instruct Associate, to: (a) violate law or third-party rights; (b) obtain unauthorized access; (c) deceive, harass, discriminate against, impersonate, or unlawfully monitor a person; (d) distribute malicious code; (e) circumvent a security control; (f) resell the Services other than to an Affiliate; (g) build or improve a competing service; (h) reverse engineer or seek source code for the Services; or (i) interfere with the Services or conduct unauthorized security testing.
4.4 Sensitive Data
Customer will not make Sensitive Data available to Felix or Associate or direct Associate to process Sensitive Data. Felix has no liability arising from Customer’s breach of this Section.
5. Service Levels
5.1 SLA
Felix will use commercially reasonable efforts to meet the service levels in the SLA. The SLA provides Service Credits for failure to meet the Cloud Service availability target and states the applicable measurement, exclusions, and remedies.
6. Fees and Payment
6.1 Active Time and Fees
Customer will pay the applicable hourly rate stated during onboarding, on Felix’s pricing page, or in the Order for all Active Time. Associate and AI Technology Active Time are measured separately, and both are billable when they overlap. Idle, waiting, standby, break, and unavailable time is not billable. The rate includes Associate’s cost and Felix’s AI Technology, compute, software, and tooling costs; Customer remains responsible for its own systems, accounts, subscriptions, and Third-Party Services.
6.2 Payment and Billing
Customer will maintain a valid payment method and authorizes Felix and its Payment Processor to store or tokenize and automatically charge it for all amounts due. Felix will maintain contemporaneous Active Time records, charge Customer monthly in arrears, and provide an invoice or billing statement. If the invoice conflicts with information displayed in the Cloud Service, the invoice controls.
6.3 Disputes
Customer may dispute a charge in good faith by giving notice within three days after the invoice or billing statement is made available, identifying the amount and basis in reasonable detail. Felix will investigate and issue an appropriate refund or credit if it determines an error occurred. Undisputed amounts remain payable.
6.4 Taxes
Fees exclude taxes, levies, and duties. Customer is responsible for taxes associated with its purchases, other than taxes based on Felix’s net income or property, and will not reduce a payment for withholding unless required by law.
6.5 Late Payment and Suspension
If a charge is declined, reversed, or unsuccessful, Felix may retry it and require an updated payment method. Undisputed overdue amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Customer will reimburse reasonable collection costs, including reasonable attorneys’ fees. Felix may suspend the Services until payment is received.
6.6 Rate Changes
Felix may change rates by giving at least 30 days’ prior written notice, including by email or through Associate.
7. Ownership, Data Use, and Export
7.1 Customer Data
As between the parties, Customer retains all rights in Customer Data. Customer grants Felix and Associate a non-exclusive, worldwide, royalty-free license during the Term to process Customer Data only as necessary to provide the Services and exercise rights under the Agreement.
7.2 Outputs
As between the parties, Customer owns Outputs. To the extent ownership does not vest automatically, Felix irrevocably assigns its rights in Outputs to Customer upon creation. AI-generated Outputs may not be unique; Felix assigns only rights it holds, and third-party materials remain subject to their applicable terms.
7.3 Felix Materials
Felix and its licensors retain all rights in the Services and Felix Materials. If Felix Materials are embedded in Outputs and reasonably necessary to use them, Felix grants Customer a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and create derivative works of those embedded materials solely with the Outputs. No right to Felix’s source code, underlying models, or separately commercialized products is granted.
7.4 Interaction Data and Usage Data
Felix may use Interaction Data to operate, secure, evaluate, train, and improve the Services and internal systems only after aggregating or irreversibly de-identifying it so it cannot reasonably be linked to Customer or an identifiable person, and may not re-identify it or disclose Customer Confidential Information through a model, dataset, benchmark, or publication. Felix may collect, own, and use Usage Data for billing and to operate, secure, support, analyze, and improve the Services, but will not disclose it externally in identifiable form. The parties agree that Interaction Data and Usage Data, once aggregated or irreversibly de-identified in accordance with this Section so they cannot reasonably be linked to Customer or an identifiable person, are no longer Customer-owned and are owned by Felix.
7.5 Export
Customer may use the Cloud Service to export Customer Data, Outputs, context, memory, prompts, skills, automations, configurations, artifacts, and available Service Records at any time during the Term and for seven days after termination. Felix will provide the standard export in a commonly used format; additional transition assistance may be billed at the applicable rate.
7.6 Feedback
Customer assigns to Felix, without charge or restriction, any suggestion, enhancement request, recommendation, or other feedback concerning the Services. Neither party is required to provide or use feedback.
8. Confidentiality
8.1 Use and Protection
The recipient will use the discloser’s Confidential Information only to perform obligations or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, contractors, advisers, and service providers who need to know it and are bound by confidentiality obligations at least as protective as this Section. Confidential Information shared with Associate will not be shared with other Felix personnel except as necessary for the purposes and subject to the safeguards in Section 3.3.
8.2 Exclusions and Required Disclosure
Confidentiality obligations do not apply to information the recipient can demonstrate is public through no breach, was lawfully known without restriction, was lawfully received from another source without restriction, or was independently developed without use of the discloser’s Confidential Information. If legally compelled to disclose Confidential Information, the recipient will, to the extent permitted, give prompt notice, provide reasonable assistance in seeking protective treatment, and disclose only the legally required portion.
8.3 Duration and Remedies
These obligations apply during the Term and for five years afterward, except that trade secrets remain protected while they qualify as trade secrets, personal data remains protected as required by the DPA and law, and privileged or otherwise legally protected information remains protected while that protection continues. A party may seek injunctive or other equitable relief for a breach without posting bond.
8.4 Return and Deletion
On termination or written request, the recipient will return or permanently destroy the discloser’s Confidential Information, except information required by law, inaccessible routine backups deleted under standard retention cycles, and information retained as permitted by the DPA or Section 7.4. Retained information remains protected by the Agreement.
9. Suspension
9.1 Suspension Events
Felix may suspend affected Services where reasonably necessary because an undisputed payment is overdue, Customer breaches Section 4, Customer’s use creates a material security, legal, or operational risk, or suspension is needed to prevent harm or comply with law.
9.2 Process
Where practicable, Felix will give prior notice, limit suspension to the affected activity, and restore performance promptly after the issue is resolved. Prior notice is not required in exigent circumstances.
10. Term and Termination
10.1 Term and Renewal
The Agreement begins on the Effective Date and continues while an Order is in effect. Unless an Order states otherwise, the Services have an initial one-year term and automatically renew for successive one-year periods unless either party gives written notice of non-renewal at least 30 days before the current term ends.
10.2 Termination for Cause
Either party may terminate the Agreement by written notice if the other party materially breaches it and fails to cure within seven days after receiving detailed written notice, or immediately if the breach is incapable of cure.
10.3 Associate Unavailability and SLA Termination
Additional termination rights relating to permanent Associate unavailability and repeated Cloud Service availability failures are stated in the PS Attachment and SLA.
10.4 Effect
On expiry or termination: (a) Customer will pay accrued fees; (b) access rights end, except for the seven-day export period; (c) Associate will transfer administrative control and credentials for Connected Accounts to Customer where required; and (d) the parties will return, delete, or retain information as stated in the Agreement and DPA.
10.5 Survival
Provisions concerning accrued payments, ownership and licenses, confidentiality, data disposition, warranties and disclaimers, indemnification, liability limitations, effects of termination, and general terms survive as needed to give them effect.
11. Warranties and Disclaimers
11.1 Authority and Cloud Service Warranty
Each party represents that it has authority to enter into the Agreement. Felix warrants that the Cloud Service will perform materially as described in the Documentation and will not materially decrease in overall functionality during a paid Term. Customer must report a breach in reasonable detail within 30 days after discovery. Felix will use reasonable efforts to correct it or provide a reasonable workaround; if Felix does not do so within 30 days, either party may terminate the affected Order. This is Customer’s exclusive remedy for this warranty. Availability is governed exclusively by the SLA, and Associate service standards are governed by the PS Attachment.
11.2 AI and Third-Party Services
Felix does not warrant that AI Technology or Third-Party Services will be accurate, complete, secure, available, or suitable for Customer’s purposes. Customer is responsible for reviewing Outputs and actions to a standard appropriate to the risk.
11.3 Disclaimer
Except for the express warranty above, the Services, Outputs, AI Technology, and Felix Materials are provided “as is” and “as available.” To the maximum extent permitted by law, Felix disclaims all other warranties, including merchantability, fitness for a particular purpose, title, non-infringement, and warranties arising from course of dealing or usage of trade.
12. Limitation of Liability
12.1 Excluded Damages
To the maximum extent permitted by law, neither party nor its licensors or service providers will be liable under the Agreement for the cost of substitute goods, services, rights, or technology; lost profits or revenues; or indirect, special, incidental, consequential, or punitive damages, regardless of the theory of liability and whether advised of their possibility.
12.2 Aggregate Cap
To the maximum extent permitted by law, each party’s total aggregate liability arising out of or relating to the Agreement will not exceed the greater of: (a) the fees paid or payable by Customer during the 12 months before the event giving rise to liability; or (b) US$1,000. This Section does not limit Customer’s payment obligations or either party’s liability for fraud or willful misconduct.
12.3 Application
The waivers and limitations in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and survive and apply even if a limited remedy fails of its essential purpose.
13. Indemnification
13.1 By Felix
Felix will defend Customer and its officers, directors, employees, and agents against a third-party claim alleging that Customer’s authorized use of Felix Materials infringes a third-party patent, copyright, trademark, or trade-secret right and will indemnify them for damages, costs, and reasonable attorneys’ fees finally awarded or included in a settlement approved by Felix. Felix has no obligation to the extent a claim arises from Customer Data or instructions, third-party materials or AI Technology, an unauthorized modification or combination, or use contrary to the Agreement. Felix may procure continued use, modify or replace the affected item, or terminate the affected Services if neither option is commercially reasonable.
13.2 By Customer
Customer will defend, indemnify, and hold harmless Felix, its Affiliates, their respective officers, directors, employees, and agents, and Associate from and against third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer Data, including an allegation that it violates law or third-party rights; or (b) an act or omission of Associate undertaken in accordance with Customer’s instructions.
13.3 Procedure
The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s expense, and allow the indemnifying party sole control of the defense and settlement. Delay in notice relieves the indemnifying party only to the extent materially prejudiced. A settlement may not admit fault by, impose a non-monetary obligation on, or fail to fully release the indemnified party without its prior written consent, not to be unreasonably withheld.
14. Changes to the Agreement
14.1 Updates
Felix may update these Core Terms or an Attachment by giving at least 30 days’ prior notice before a material change becomes effective. Customer may terminate the Agreement during that notice period. If Customer does not terminate, the update becomes effective when the notice period ends.
14.2 Operational Changes
Felix may update security measures, service procedures, the SLA, or Documentation to reflect new features, risks, or practices, provided the change is not retroactive and does not materially decrease Felix’s overall obligations during the current Term.
15. General
15.1 Entire Agreement
The Agreement is the complete agreement between the parties on its subject matter and supersedes prior or contemporaneous proposals, understandings, agreements, and representations on that subject. Purchase orders and similar documents are for administrative convenience only and do not modify the Agreement.
15.2 Relationship
The parties are independent contractors. Nothing creates a partnership, joint venture, fiduciary, franchise, employment, or general agency relationship. Associate is engaged by Felix, and Felix is responsible for Associate’s performance within the scope of the Services. Associate may act for Customer only to the limited extent Customer delegates authority under the PS Attachment.
15.3 Service Providers
Felix may use contractors, service providers, and AI providers and remains responsible for its obligations under the Agreement. The access restrictions in Section 3 and subprocessor terms in the DPA continue to apply.
15.4 Assignment
Neither party may assign the Agreement without the other party’s prior written consent, except that either party may assign it in full, on notice and without consent, to a successor in connection with a merger, reorganization, or sale of all or substantially all of its business or assets. A prohibited assignment is void.
15.5 Notices
Legal notices must be in writing and sent by personal delivery, nationally recognized overnight courier, or email to the address in the Order or otherwise notified in writing. Notice is effective on receipt; email is received when sent unless the sender receives a delivery-failure notice. Operational notices may be provided through the Cloud Service, email, or Associate.
15.6 Force Majeure
Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, except payment obligations. The affected party will use reasonable efforts to mitigate and resume performance. If the event materially prevents the Services for more than 30 consecutive days, either party may terminate the affected Order without penalty.
15.7 Governing Law and Courts
Delaware law governs the Agreement without regard to conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over disputes arising out of or relating to the Agreement, and each party consents to personal jurisdiction and venue there.
15.8 Export and Sanctions
Neither party will use the Services in violation of applicable export-control or economic-sanctions laws.
15.9 Waiver and Severability
A waiver must be in writing and is limited to the specific instance. If a provision is invalid or unenforceable, it will be interpreted to achieve its intended purpose to the greatest extent permitted, and the remainder will continue in effect.
15.10 No Third-Party Beneficiaries
The Agreement has no third-party beneficiaries, except that an indemnified party may enforce the applicable indemnification rights.
15.11 Electronic Acceptance
Orders and amendments may be accepted or executed electronically, including by clickwrap or electronic signature, with the same effect as a handwritten signature. Counterparts together form one instrument.