Legal Use Terms & Conditions

Effective Date: May 16, 2025
Company: Vertical Fish LLC
Address: 35 West Broadway, Suite 501, Salt Lake City, Utah 84101
Website: www.verticalfish.ai

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1. Acceptance of Terms

These Terms & Conditions for Lawful Use of Service (“Agreement”) govern all use of Vertical Fish’s AI-powered voice, automation, and assistant technologies (“Services”) by any subscribing business (“Merchant,” “you,” or “your”). By using or continuing to use the Services, Merchant agrees to comply with this Agreement in full. If Merchant does not agree, use of the Services must cease immediately. These terms are binding regardless of whether Services are accessed via voice, web, app, SMS, or API.

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1. Lawful Use Only

1.1 Compliance Obligation

Merchant agrees to use all Vertical Fish Services solely for lawful, authorized, and ethical business purposes, and shall at all times ensure full compliance with all applicable:

• Federal, state, and local laws governing business communications, marketing, data collection, and consumer protection;

• International data privacy and processing laws, including but not limited to:

  • General Data Protection Regulation (GDPR) – for any users located in the EU/EEA;

  • California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) – for California-based individuals;

  • Health Insurance Portability and Accountability Act (HIPAA) – if Merchant operates in or near regulated healthcare environments;

  • Children’s Online Privacy Protection Act (COPPA) – where applicable;

• Telemarketing and electronic communications regulations, including:

  • Telephone Consumer Protection Act (TCPA);

  • CAN-SPAM Act of 2003;

  • Any state-specific robocall and AI disclosure laws (e.g., California Civil Code § 1798.100, Illinois BIPA, etc.);

• Voice recording and call consent laws, including:

  • One-party or two-party consent rules depending on the Merchant’s and caller’s location;

  • Public or private notice requirements for AI or automated response systems.

Merchant agrees to:

• Clearly disclose to all customers when they are interacting with an AI system, as required by law or platform policy;

• Provide and maintain lawful opt-in procedures for outbound messaging, SMS follow-ups, or promotional calls;

• Retain verifiable consent for any contact initiated via AI or automation when required by regulation;

• Avoid deceptive practices and ensure AI is never configured to impersonate human staff without disclosure.

1.2 Industry-Specific Duties

If Merchant operates in a regulated industry (e.g., healthcare, financial services, legal, education), they must ensure that all use of Vertical Fish Services conforms to applicable industry standards and obligations, including but not limited to:

• Ensuring that protected health information (PHI) is not stored, processed, or transmitted unless properly secured and disclosed under HIPAA;

• Not collecting, transmitting, or exposing personally identifiable financial data in violation of PCI-DSS, GLBA, or similar frameworks;

• Avoiding any use of AI that would result in unauthorized legal advice, clinical claims, or automated decision-making prohibited under consumer law.

1.3 Indemnification for Unlawful Use

To the maximum extent permitted by law, Merchant shall fully indemnify, defend, and hold harmless Vertical Fish LLC, its officers, employees, contractors, infrastructure providers, and affiliates from and against any and all:

• Claims, actions, lawsuits, investigations, regulatory proceedings, fines, penalties, damages, settlements, or liabilities;

• Arising from or relating to:

  • Merchant’s violation of any applicable law, regulation, or compliance standard listed herein;

  • Use of the Vertical Fish platform in a manner that results in consumer harm, misrepresentation, data breach, privacy violation, or unlawful communication;

  • Any failure to obtain proper consent, post required disclosures, or follow legally mandated recording or opt-in protocols;

  • Claims of unauthorized AI impersonation, telemarketing abuse, or illegal data collection practices;

  • Complaints brought by individuals, customers, agencies, or third parties as a result of unlawful conduct carried out using Vertical Fish Services;

• Including reasonable attorneys’ fees, investigative costs, expert witness fees, and litigation expenses.

This indemnification obligation:

• Survives the termination or expiration of this Agreement;

• Applies whether Merchant acted negligently, knowingly, or through insufficient oversight;

• Covers both actual and alleged violations, including investigations where Vertical Fish is named or contacted due to Merchant’s use.

Merchant agrees to use Vertical Fish Services solely for lawful and ethical business purposes in full compliance with:

• All applicable federal, state, and local laws;

• Telephony, privacy, and AI disclosure regulations, including TCPA, CCPA, GDPR, CAN-SPAM, and HIPAA where relevant;

• Any industry-specific requirements, including medical, financial, or legal sectors;

• Voice recording, robocall, and consent laws applicable in the Merchant’s operating jurisdictions.

 

2. Prohibited Uses

2.1 Absolute Restrictions

Merchant is strictly prohibited from using Vertical Fish Services to support, promote, or engage in any activity that is illegal, harmful, deceptive, abusive, or otherwise violates ethical or regulatory standards. This includes, but is not limited to:

• Pornographic or Sexually Explicit Content: Creating, promoting, or transmitting sexually explicit materials, including obscene speech, simulated sexual interactions, or erotic service promotions.

• Child Exploitation: Any direct or indirect reference to child sexual abuse material (CSAM), child pornography, grooming behavior, or simulated child exploitation is strictly prohibited and will be reported to law enforcement without exception.

• Prostitution and Escort Services: Solicitation, promotion, facilitation, or automation of any form of compensated sexual encounter or companionship service.

• Narcotics and Controlled Substances: Any use of the Services to advertise, sell, facilitate, or distribute illicit drugs, unauthorized cannabis products, or paraphernalia, including AI interactions that suggest, simulate, or reference drug trafficking.

• Violent, Hateful, or Threatening Conduct: Use of the system to incite violence, threaten individuals, promote hate speech, or encourage self-harm.

• Fraud and Impersonation: Use of AI to mislead, deceive, impersonate competitors, government agencies, or individuals.

• Money Laundering, Terrorism, or Illicit Finance: Use of the platform to move funds, conduct scams, or enable financial structures designed to evade laws or obscure origins of funds.

2.2 System Misuse

Merchant shall not:

• Attempt to reverse-engineer, tamper with, or bypass any safety features or AI moderation layers embedded in the Services;

• Deploy the AI in environments or flows that are designed to deceive, confuse, or emotionally manipulate users;

• Configure call flows that fabricate false confirmations, pricing, bookings, or impersonate unavailable services or staff;

• Train or prompt the system to violate any law, infringe rights, or deliver harmful responses.

2.3 Indemnification for Prohibited Use

Merchant agrees to indemnify and hold harmless Vertical Fish LLC from any and all liability, including regulatory fines, criminal exposure, class action complaints, or reputational damages arising from:

• Merchant’s use of the Services in a prohibited or unlawful manner;

• Content, prompts, or logic entered by Merchant or its staff that result in customer harm;

• Claims involving harassment, defamation, unauthorized content, or AI impersonation of protected roles;

• Any public relations, platform restrictions, or third-party bans imposed due to Merchant misuse.

Vertical Fish reserves the right to immediately suspend or terminate service with no refund if any prohibited use is suspected or confirmed.

 

3. Merchant Responsibilities

Merchant is solely responsible for ensuring the safe, lawful, and effective configuration of the Services. This includes:

3.1 Setup & Accuracy

• Providing complete and truthful setup information, including hours, location, pricing, FAQs, routing instructions, and fallback preferences;

• Promptly updating any changes to business operations, contact information, disclaimers, or service availability.

3.2 Consent & Disclosure

• Including all required notices and disclaimers (e.g., “This call may be recorded or handled by an AI assistant”) where legally necessary;

• Informing customers when they are speaking to AI unless otherwise permitted under state law;

• Ensuring customer consent is valid, documented, and auditable for any outbound contact made via automation.

3.3 Human Escalation

• Maintaining a reliable process for AI-to-human escalation;

• Monitoring service logs to ensure critical issues are addressed and no urgent matters are lost or ignored by automation.

3.4 Indemnification for Operational Mismanagement

Merchant shall indemnify Vertical Fish from any customer losses, service failures, or public complaints resulting from:

• Misconfigured flows, unanswered escalations, or unapproved messaging;

• Lack of disclosure or failure to obtain consent;

• Improper scripts, deceptive logic, or confusing AI behavior initiated by Merchant;

• Failure to deliver on bookings, services, or commitments represented by the AI.

 

4. System Behavior & AI Limitations

Merchant acknowledges that artificial intelligence, by nature, has known limitations and may:

• Misinterpret speech, deliver incorrect responses, or lose conversational context;

• Fabricate details (“hallucinate”), give out-of-date information, or make inaccurate suggestions;

• Confuse names, addresses, times, or sentiment;

• Exhibit robotic phrasing, latency, or unexpected tone variation.

4.1 Risk Acceptance

Merchant fully accepts the operational risks of deploying AI and acknowledges that:

• The AI assistant is not a human and should not be assumed to behave as one;

• All AI-driven messaging and decisions should be monitored, reviewed, and tested regularly by Merchant;

• Critical or sensitive workflows (e.g., legal, medical, financial advice) require human supervision and should not be fully automated without specific risk protocols.

4.2 No Warranty

Vertical Fish makes no representations or guarantees that the AI will:

• Always be accurate, truthful, or contextually correct;

• Properly handle complex, legal, or emotionally sensitive customer requests;

• Interpret speech correctly in all accents, dialects, or noisy environments;

• Perform without occasional technical disruption due to upstream vendor outages.

 

5. No Liability for Merchant Misuse

Vertical Fish LLC is a technology service provider, not a legal advisor, telemarketing agency, or business consultant. The Services provided—including but not limited to AI voice assistants, messaging automation, call handling systems, and integrations—are configurable tools that require the Merchant’s judgment, inputs, and oversight.

As such, Vertical Fish expressly disclaims any responsibility or liability for:

5.1 Merchant-Caused Outcomes

Vertical Fish shall not be liable for:

• Customer confusion, dissatisfaction, or financial harm resulting from AI responses configured, prompted, or deployed by the Merchant;

• Booking errors, missed appointments, double charges, incorrect orders, or misrepresented services or pricing that result from Merchant-provided data or logic;

• Service disruptions, lost sales, or damaged customer relationships caused by Merchant delays, poor configuration, or neglect of AI escalation or fallback processes;

• Reputational damage, bad reviews, or social media backlash stemming from public interaction with the AI system that was not properly tested or supervised by the Merchant;

5.2 Legal Exposure or Compliance Failures

Vertical Fish shall not be responsible for:

• Violations of privacy, consumer protection, recording, or AI disclosure laws due to Merchant's failure to provide proper consent, notices, or legal disclaimers;

• Lawsuits, investigations, fines, or enforcement actions brought by individuals, customers, regulatory bodies, or platforms in connection with Merchant use of the Services;

• Any unauthorized data collection, financial loss, or identity theft allegations stemming from Merchant's AI scripts or workflows;

5.3 Platform and Vendor Risk

Vertical Fish shall not be held liable for:

• Upstream vendor outages, API rate limits, latency, or call drops caused by infrastructure providers such as Twilio, OpenAI, or other platforms;

• Limitations or inaccuracies in AI model behavior, including hallucinations, confusion, tone mismatches, or inability to handle complex tasks;

• Delays, bugs, or system responses that differ from Merchant expectations due to changes in AI behavior, regulatory updates, or vendor policy shifts.

5.4 Vertical Fish Is Not a Party to Transactions

Merchant understands and agrees that:

• Vertical Fish is not a party to any contract, transaction, sale, service, or customer agreement initiated, confirmed, or discussed through the AI system;

• All interactions conducted through the AI platform are solely between the Merchant and their customers or users;

• Vertical Fish does not verify, enforce, or guarantee any business promises, outcomes, or commitments made by the AI on behalf of the Merchant.

5.5 Merchant Acceptance of Risk

Merchant accepts full responsibility for how the Services are used, and agrees to independently verify that:

• AI outputs are accurate, appropriate, and aligned with business operations;

• All workflows, disclaimers, and user flows are properly configured and monitored;

• Customers have a clear, accurate understanding of their interactions with the system.

No failure by Vertical Fish to intervene, modify, or correct Merchant configuration shall constitute an assumption of liability, waiver of rights, or partnership.

Vertical Fish provides tools, not business practices. As such, Vertical Fish shall not be liable for:

• Customer confusion or financial loss caused by Merchant workflows or AI responses;

• Disputes regarding pricing, bookings, confirmations, or customer service failures;

• Legal violations caused by improper disclosures or unlawful scripts;

• Any illegal activity, civil claim, or regulatory action initiated due to Merchant conduct.

Merchant agrees that Vertical Fish is not a party to any transaction or customer interaction initiated through the system.

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6. Suspension and Enforcement

Vertical Fish may immediately suspend or terminate any account without refund or prior notice if:

• The system is used for unlawful, harmful, or misleading purposes;

• The Merchant violates any section of this Agreement;

• A third-party platform (e.g., OpenAI, Twilio) flags Merchant use as abusive or illegal;

• There is a credible complaint involving criminal activity or regulatory risk.

Vertical Fish reserves the right to report suspected criminal behavior to law enforcement or regulatory bodies.

 

6. Merchant Responsibility for Public-Facing Information

6.1 Self-Service Content Management

Vertical Fish provides Merchants with access to a secure self-service platform or content management system (CMS) for the purpose of configuring, updating, and maintaining the information that the AI Assistant will use when responding to callers, users, or the general public.

This includes, but is not limited to:

• Business name, hours, pricing, staff names, menus, services offered, promotions, locations, disclaimers, and routing instructions;

• Frequently asked questions (FAQs), greetings, automated follow-ups, and fallback messages;

• System rules governing escalation, booking, order taking, or customer instructions.

Merchant is solely responsible for ensuring that all information entered into this platform—whether directly by Merchant, by their staff, or by an authorized agent or representative of Vertical Fish—is:

• Current and up to date;

• Factually accurate and not misleading;

• Compliant with all applicable laws, regulations, advertising standards, and industry-specific requirements.

6.2 No Editorial Review by Vertical Fish

Vertical Fish does not independently verify, review, or approve any Merchant content prior to publication through the AI system. All materials input by the Merchant or by Vertical Fish personnel at the Merchant’s direction are published “as is” and without any warranty of truthfulness, accuracy, legality, or compliance.

Vertical Fish is not a legal advisor, and no reliance may be placed on any input, suggestion, or sample language provided by Vertical Fish staff, onboarding specialists, sales agents, or automated setup tools.

6.3 Merchant Liability for False or Illegal Information

Merchant accepts full and unconditional responsibility for any consequences, errors, misrepresentations, or harm caused by public-facing statements made by the AI system, including but not limited to:

• Misinformation, inaccurate business claims, or pricing errors;

• False advertising, bait-and-switch tactics, or improper disclaimers;

• Unauthorized medical, legal, or financial statements;

• Civil claims, criminal investigations, or regulatory enforcement actions resulting from public use of the AI system;

• Any negative customer experience, reputational harm, or commercial loss resulting from inaccurate or incomplete AI communications.

6.4 Indemnification for Published Content

To the extent permitted by law, Merchant agrees to indemnify, defend, and hold harmless Vertical Fish from any and all liability, loss, damage, or expense—including fines, legal claims, class actions, or enforcement proceedings—arising from any public-facing information output by the AI Assistant that originated from Merchant inputs or instructions.

This includes content that:

• Was published by a Vertical Fish employee or agent on behalf of the Merchant;

• Was generated or modified using Vertical Fish tools;

• Was accessed by end-users through any channel powered by Vertical Fish AI (e.g., phone, chatbot, SMS, email, API, or widget).

Use of Vertical Fish AI is at Merchant’s own risk.

 

7. Assumption of AI Risk

7.1 Nature of AI Technology

Merchant expressly acknowledges and agrees that the Services provided by Vertical Fish—including AI voice assistants, chat automation, speech synthesis, and workflow automation—are powered by emerging artificial intelligence technologies that are:

• Experimental and probabilistic, and may produce inconsistent or unexpected responses;

• Non-human in all respects, lacking legal or ethical reasoning, social nuance, and emotional intelligence;

• Subject to hallucination, including the generation of false, misleading, or completely fabricated information that may appear confident or authoritative;

• Contextually limited, meaning the AI may:

  • Misunderstand intent;

  • Lose track of conversation flow;

  • Confuse caller identities or switch topics unpredictably;

  • Respond inaccurately to sensitive or multi-part inquiries;

• Dependent on upstream models, infrastructure vendors, and API integrations (e.g., OpenAI, ElevenLabs, Twilio, Google Cloud), whose performance, availability, and behavior are beyond Vertical Fish’s control.

7.2 Limitations of AI Responses

Merchant understands and accepts that the AI Assistant may:

• Provide outdated, incomplete, or inaccurate information;

• Misstate facts, business hours, or procedures if given incorrect setup data or if interpreting imprecise user input;

• Use tone, phrasing, or speech cadence that is robotic, impersonal, or easily misunderstood;

• Generate responses that sound plausible but contain errors, omissions, or improper instructions;

• Occasionally repeat itself, deliver incomplete thoughts, or fail to respond appropriately due to model or infrastructure limitations;

• React unpredictably to non-standard input, profanity, sarcasm, or ambiguous speech.

7.3 Merchant Responsibility

Merchant agrees to assume full and unconditional responsibility for:

• Monitoring the AI system's public behavior, tone, and messaging;

• Routinely testing, auditing, and reviewing AI interactions for accuracy, compliance, and customer satisfaction;

• Establishing clear human escalation pathways for complex, sensitive, or time-critical matters;

• Implementing fallback procedures, disclaimers, and public notices as appropriate for the Merchant’s business type, industry, or location.

 

8. Indemnification & Liability Allocation

8.1 Full Scope Indemnification by Merchant

To the fullest extent permitted by law, Merchant shall unconditionally indemnify, defend, and hold harmless Vertical Fish LLC, including its owners, officers, employees, contractors, affiliates, and vendors (collectively “Vertical Fish Parties”), from and against any and all:

• Legal claims, complaints, investigations, regulatory actions, civil disputes, losses, damages, penalties, settlements, or judgments;

• Including reasonable attorneys’ fees, court costs, expert witness fees, and litigation expenses;

That arise out of or relate to:

• Merchant’s use, misuse, or misconfiguration of the Services;

• Violation of any law, statute, or regulatory framework;

• Customer harm, misrepresentation, or false promises communicated through AI;

• Privacy violations, unauthorized recordings, failure to disclose AI usage, or telemarketing complaints;

• Misuse of protected content, IP infringement, or the improper use of third-party trademarks or branding;

• Any act or omission by Merchant, its employees, or agents that exposes Vertical Fish to risk or liability.

This indemnity applies whether the alleged misconduct was negligent, intentional, or unintentional, and survives termination of the Agreement.

8.2 Enforcement and Defense

Vertical Fish reserves the right to:

• Select its own legal counsel in any matter subject to this indemnity;

• Approve or reject proposed settlements;

• Demand reimbursement directly from Merchant for costs incurred due to indemnifiable events, regardless of outcome.

Indemnification is triggered by the initiation of a credible complaint, regulatory action, or legal dispute, and does not require final judgment or proof of liability.

8.3 No Limitation of Remedies

This Section does not limit Vertical Fish’s right to seek:

• Equitable relief (e.g., injunction);

• Immediate termination of services;

• Additional recovery under breach of contract or fraud theories.

 

9. Acceptance and Binding Effect

By subscribing to, accessing, installing, deploying, or configuring any part of the Vertical Fish AI Services—whether directly, through a sales representative, agent, onboarding tool, or online portal—the Merchant expressly:

9.1 Acknowledges and Confirms That:

• They have read, understood, and agreed to be bound by these Terms & Conditions for Use of Service in their entirety;

• They understand that these terms govern the use, configuration, and public operation of the AI Assistant and all related tools, workflows, and integrations provided by Vertical Fish LLC;

• They are entering into a legally binding agreement with Vertical Fish on behalf of themselves or the business entity they represent.

9.2 Consents and Agrees To:

• Fully comply with all lawful use restrictions, responsibilities, risk disclosures, indemnification clauses, and platform limitations outlined herein;

• Accept total responsibility for the deployment, behavior, and consequences of AI automation configured under their account;

• Accept all risks associated with AI inaccuracy, miscommunication, and third-party interaction;

• Maintain all required notices, disclosures, and consents necessary to operate the Services in accordance with applicable law.

9.3 Acknowledges That:

• Any violation of these Terms—whether willful, negligent, or unintentional—may result in:

  • Immediate suspension or permanent termination of Services;

  • Legal liability, including exposure to civil damages, fines, or enforcement actions;

  • Public or reputational consequences, for which Vertical Fish disclaims all responsibility.

9.4 Applicability of Terms

These Terms apply regardless of whether:

• The Merchant received a signed contract, electronic prompt, or onboarding form;

• The Services are used via voice, chat, API, dashboard, widget, or other delivery methods;

• Any representative or employee of the Merchant—not the Merchant themselves—interacts with the platform.

 

y continuing to use or activate the Service, the Merchant ratifies these Terms as binding, even in the absence of a countersigned agreement.

 

10. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah or State of Colorado. Disputes shall be resolved via the arbitration clause or legal venue outlined in the full Vertical Fish Merchant Agreement.

 

11. Contact Information

Vertical Fish LLC
35 West Broadway, Suite 501
Salt Lake City, Utah 84101
legal@verticalfish.ai

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