Cordiva

    Terms & Conditions

    Effective date: August 13, 2026

    These Terms & Conditions ("Terms") govern your access to and use of the website at cordiva.ai (the "Site") and the services provided by Cordiva ("we", "us", or "our"), including our voice receptionist and messaging services and related software and integrations (collectively, the "Services"). Cordiva AI is a trade name of Javier Tabarovsky, an individual based in Madrid, Spain.

    These Terms govern your use of the Site. If you enter into a Master Services Agreement (MSA) with Cordiva for the provision of Services, the MSA shall govern all commercial terms. In the event of any conflict between these Terms and an executed MSA, the MSA prevails with respect to the client relationship, including the Services, fees, payment, data processing, HIPAA, confidentiality, intellectual property, warranties, disclaimers, liability, indemnification, termination, governing law, and dispute resolution. These Terms continue to govern general access to the Site to the extent they do not conflict with an executed MSA.

    If you access the Services without an executed MSA, including through a trial, pilot, evaluation, or website subscription, these Terms govern your use of the Services, subject to any applicable Order Form, proposal, or other written agreement accepted by Cordiva. Outbound patient communications are not included unless expressly enabled in an Order Form executed by both parties.

    You must not submit, upload, transmit, configure, or otherwise cause Cordiva to create, receive, maintain, or transmit PHI through a trial, pilot, evaluation, website subscription, or any other use of the Services unless Cordiva and you have executed both a Master Services Agreement and a Business Associate Agreement. Cordiva does not process PHI under a Business Associate Agreement alone.

    By creating an account, using the Services, or clicking "accept" (or similar), you agree to be bound by these Terms. If you are using the Services on behalf of a company, you represent that you have authority to bind that company, and "Client", "you" and "your" will refer to that company.

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

    1. Services

    1.1 Description

    The Services include tools that answer and place calls, and, only where expressly enabled in an Order Form executed by both parties, place outbound calls; send and receive messages (including WhatsApp and SMS where supported); interact with your customers; and connect with your booking or practice management systems to create, manage, and update appointments according to your configuration.

    The Services are technology tools that operate based on your approved configurations, scripts, data, instructions, integrations, and workflows. Cordiva may modify, update, replace, suspend, or discontinue non-material Service features, interfaces, models, third-party integrations, or technical components where reasonably necessary to maintain, secure, improve, or provide the Services.

    The Services may use automated, artificial-intelligence-assisted, and third-party technologies. Outputs, including conversations, responses, transcriptions, translations, summaries, appointment requests, scheduling actions, notifications, and messages, may be inaccurate, incomplete, delayed, unavailable, improperly contextualized, or otherwise unsuitable for your intended purpose.

    You are solely responsible for reviewing, approving, and maintaining all client-facing scripts, prompts, disclosures, policies, service descriptions, pricing, scheduling rules, workflow instructions, escalation procedures, and other configurations.

    Cordiva does not undertake to monitor all Service activity, scripts, calls, messages, or outputs for legal, clinical, regulatory, consent, or recording-law compliance.

    You may submit requests for changes to agent scripts, prompts, workflows, configurations, integrations, and other Service settings through Cordiva's designated in-app, support, or other approved request channel. Change requests are not self-service, automatic, or immediately effective. Cordiva will review and may implement a requested change in its discretion, subject to the applicable Order Form, technical feasibility, security, legal and regulatory considerations, Service integrity, and Cordiva's then-current implementation processes. Unless an applicable Order Form expressly states otherwise, Cordiva has no committed turnaround time or service-level obligation for change requests and will address them on a commercially reasonable basis.

    1.2 Configuration and integrations

    You are responsible for providing accurate configuration information, including:

    • appointment types, durations, and availability rules;
    • cancellation, rescheduling and deposit policies;
    • recording notices, consent workflows, and AI-processing disclosures;
    • scripts and language preferences;
    • credentials and permissions for any third-party integrations (e.g., booking systems, CRMs);
    • current do-not-call lists, consent records, opt-out requests, revocations, communication restrictions, and other information necessary to configure the Services lawfully; and
    • for any enabled outbound patient-communications feature, accurate recipient information, Client-approved scripts and workflows, applicable calling windows, frequency limits, documentation of the consent, exemption, authorization, notice, or other legal basis determined by Client to apply, and all related communication restrictions.

    We will use commercially reasonable efforts to implement and maintain integrations with third-party platforms you select, but we are not responsible for outages, changes or limitations imposed by those third parties, including telephony providers, carriers, cloud providers, voice-processing platforms, language-model providers, APIs, messaging providers, booking systems, and practice-management systems.

    We may suspend or discontinue an integration if the applicable third-party service becomes unavailable, changes its requirements, creates a security or compliance risk, or otherwise cannot reasonably be supported.

    1.3 No medical practice

    We do not provide medical services, clinical advice or treatment. You remain solely responsible for your clinical judgment, regulatory compliance, and communications with your patients, including patient care, professional judgment, emergency procedures, clinical review, and all decisions affecting an individual.

    The Services are not designed or intended for emergency communications, medical emergencies, time-sensitive clinical communications, diagnosis, treatment recommendations, clinical triage, or any activity requiring independent medical or other professional judgment. You must not use the Services for such purposes.

    1.4 AI-Assisted Service Disclaimer

    You acknowledge that the Services use automated and artificial-intelligence-assisted technology. Cordiva does not guarantee the accuracy, completeness, reliability, availability, legality, appropriateness, or suitability of any AI-assisted output.

    AI-assisted outputs are not medical advice, legal advice, regulatory advice, emergency guidance, clinical advice, or a substitute for professional judgment, clinical review, legal review, compliance review, or emergency protocols.

    You must implement commercially reasonable human review and escalation procedures appropriate to your business and use of the Services. You are solely responsible for deciding whether and how to use any call recording, transcript, summary, appointment record, notification, message, or other Service output.

    2. Eligibility and accounts

    2.1 Eligibility

    You must be at least 18 years old and have legal capacity to enter into a binding contract to use the Services. You represent that you are using the Services for legitimate business purposes and in compliance with applicable law.

    2.2 Account registration

    You must provide accurate and complete information when creating an account and keep it up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account, including activity by your authorized users. You will use reasonable safeguards to prevent unauthorized access to the Services and will not share credentials except with authorized personnel.

    2.3 Unauthorized use

    You must notify us immediately at security@cordiva.ai if you suspect any unauthorized access or use of your account or any actual or suspected security incident that may affect the Services, Client Data, or PHI. That address is a notice address under the Notices provision in Section 15, and a notice sent to it is deemed given on transmission.

    3. Fees, billing and taxes

    3.1 Fees

    You agree to pay the fees specified in an Order Form or other written agreement accepted by Cordiva, which may include:

    • a one-time setup fee;
    • recurring subscription fees (e.g., monthly), based on included usage (such as minutes);
    • monthly change-request quotas and fees or other treatment for requests exceeding an included quota;
    • fees for enabled add-ons; and
    • any overage charges.

    All fees are quoted in U.S. Dollars and exclude telecommunications charges, third-party platform fees, carrier fees, messaging fees, taxes, integration costs, custom-development fees, and usage or overage charges. Except as expressly stated in an applicable Order Form, fees are non-cancelable and non-refundable. Where an Order Form provides a satisfaction guarantee or another refund right, that provision governs.

    Cordiva's website, catalogues, price lists, product descriptions, plan descriptions, and other marketing materials are informational only and do not create a binding commitment, modify these Terms, or establish a right to receive a Service, add-on, feature, quota, or price unless expressly incorporated into an applicable Order Form or other written agreement accepted by Cordiva. Unless expressly stated in that agreement, an add-on, quota, included-usage amount, or catalogue item is not included in the Services.

    An applicable Order Form or other written agreement may specify a monthly quota of change requests or other implementation work. Unless that agreement expressly provides otherwise, unused quota does not roll over, and Cordiva may defer requests exceeding the applicable quota to a subsequent month, decline requests in its reasonable discretion, or perform the work at Cordiva's then-current rates or another mutually agreed fee.

    3.2 Billing

    Unless otherwise agreed:

    • Fees are billed in advance on a recurring basis.
    • Usage-based or overage fees (e.g., additional minutes) may be billed in arrears.

    You must provide current, complete, and accurate billing, payment-method, and contact information and promptly update that information upon a change. If Cordiva accepts payment by credit card, ACH, or another automated payment method, you authorize Cordiva and its payment processors to charge all amounts due under these Terms to that designated payment method.

    3.3 Late payments

    If any payment is overdue, we may:

    • charge interest at the maximum rate permitted by law, calculated as simple interest, but not exceeding 1.5% per month or 18% per annum simple interest, whichever is lower;
    • suspend or limit your access to the Services until amounts due are paid;
    • disable access to the Services or an integration, withhold support or implementation, require advance payment or additional payment assurances, or pursue any other remedy available under these Terms or applicable law.

    Any Service dates, implementation deadlines, or performance commitments affected by nonpayment will be equitably extended.

    3.4 Taxes

    Fees are exclusive of any taxes. You are responsible for all applicable taxes, duties or similar charges (excluding taxes on our income), including applicable sales, use, value-added, goods and services, withholding, excise, communications, digital-services, and transaction taxes.

    If you are required by law to withhold tax from amounts payable to Cordiva, you will increase the payment as necessary so that Cordiva receives the same amount it would have received absent the withholding, unless Cordiva provides documentation establishing an available exemption.

    For clients under an MSA, the MSA governs this topic. This section applies only to website visitors and trial users without an executed MSA.

    4. Client responsibilities

    You agree to:

    • Use the Services only for lawful purposes and in compliance with all applicable laws and regulations, including but not limited to telemarketing, communications and privacy laws (such as the Telephone Consumer Protection Act (TCPA), state call recording laws, and, where applicable, health privacy regulations), consumer-protection laws, professional-licensing requirements, do-not-call requirements, and state wiretapping or interception laws;
    • Obtain and maintain all necessary consents and permissions from your customers/patients for us to contact them, record calls where applicable, send messages, and process their data on your behalf, but only to the extent required by applicable law;
    • Determine and satisfy all legal requirements applicable to your use of the Services, including requirements relating to calls, messages, artificial or prerecorded voice, automated technology, recording, monitoring, transcription, AI processing, telemarketing, advertising, do-not-call lists, opt-outs, privacy, consumer protection, wiretapping, and professional regulation;
    • Provide Cordiva with current and complete do-not-call lists, consent records, revocations, opt-out requests, communication restrictions, and other instructions required to configure the Services;
    • Provide accurate and clear information about your policies (cancellations, deposits, fees) so that we can communicate them correctly;
    • Not use the Services to transmit spam, unsolicited bulk communications, or content that is illegal, harmful, abusive, defamatory, or otherwise objectionable;
    • Not attempt to interfere with or disrupt the Services or the networks connected to the Services;
    • Not use the Services for emergency communications, diagnosis, treatment recommendations, clinical triage, medical advice, or any use in which an error, delay, interruption, or inaccurate output could reasonably be expected to result in bodily injury, death, or material property or environmental damage.

    You are solely responsible for your relationships with your customers and patients and for the content of any communications initiated on your behalf through the Services, including the accuracy, completeness, legality, and appropriateness of your scripts, prompts, instructions, configurations, service descriptions, pricing, workflows, and integrations.

    Cordiva may rely on your representations, instructions, configurations, and approvals unless Cordiva has actual knowledge that such reliance would violate applicable law. Cordiva may immediately suspend or limit the Services, recording, outbound communications, a specific integration, or any affected feature if Cordiva reasonably believes your use, configuration, instruction, content, or failure to act violates law, threatens the security or lawful operation of the Services, creates a material risk of harm, or exposes Cordiva or its providers to liability, regulatory scrutiny, reputational harm, or third-party claims.

    If an outbound patient-communications feature is enabled, you instruct Cordiva to initiate communications solely on your behalf and in accordance with your approved scripts, workflows, recipient lists, scheduling rules, frequency limits, consent records, do-not-call restrictions, and other written instructions. You are responsible for determining whether each category of communication is supported by the consent, exemption, authorization, notice, or other legal basis required under applicable law. You must maintain records sufficient to substantiate that determination and, upon Cordiva's reasonable written request, promptly provide documentation reasonably necessary to verify the applicable basis, investigate an incident or complaint, respond to a regulatory inquiry, or defend a claim.

    5. Compliance, call recording and messaging

    5.1 Compliance with laws

    You acknowledge that regulations may apply to your use of the Services, including, without limitation:

    • U.S. federal and state laws governing auto-dialed calls, prerecorded messages, and text messages (e.g., TCPA).
    • U.S. federal and state laws on call recording and two-party consent (including in states such as California and Florida).
    • Applicable privacy and data protection laws (e.g., EU/EEA and UK laws if you process personal data of individuals in those jurisdictions).

    You are responsible for determining how these laws apply to your business and for ensuring your use of the Services complies with them. We do not provide legal advice.

    5.2 Consent and opt-out

    You are responsible for obtaining and documenting the consent, exemption, authorization, notice, disclosure, or other legal basis required under applicable law for:

    • receiving calls and messages initiated through the Services;
    • recording of calls where required;
    • use of specific channels (e.g., WhatsApp, SMS);
    • AI-assisted processing, monitoring, transcription, and related communications, where required by applicable law; and
    • any enabled outbound patient communication.

    If you instruct Cordiva to rely on a healthcare-message, appointment-reminder, appointment-confirmation, or other exemption under applicable law, you must make that determination in good faith, maintain records supporting it, and ensure that the communication satisfies all conditions of the exemption.

    You must provide and honor clear opt-out mechanisms as required by law and promptly provide Cordiva with all applicable opt-out requests, revocations, do-not-call records, and communication restrictions.

    Where required by applicable law and supported by the applicable Service feature, Cordiva will implement a commercially reasonable mechanism for recipients to communicate opt-out requests. Cordiva may rely on your timely and accurate instructions concerning the scope of a request, recipient identity, and applicable campaign, number, channel, or communication type.

    For any enabled outbound patient-communications feature, you must ensure that the applicable workflow includes all legally required identification and opt-out disclosures. Cordiva may implement additional technical controls, frequency limits, message-length limits, recipient-number validation, logging, or opt-out functionality that Cordiva reasonably determines are necessary for legal compliance or Service integrity.

    5.3 Scripts and disclosures

    We will implement disclosures or prompts (such as call recording announcements) as configured and approved by you in writing. We may recommend disclosure language or technical controls, but we will not deploy a disclosure that you have not approved in writing. You are responsible for reviewing and approving such scripts to ensure they meet your legal obligations and must approve in writing the recording notice, disclosure script, consent workflow, and jurisdictions in which recording is enabled.

    Where Cordiva provides a recording or AI-processing disclosure through the Services, Cordiva will implement the disclosure substantially in the form of the script, language, workflow, and configuration you approve. Cordiva may recommend disclosure language or technical controls, but does not provide legal advice and is not responsible for independently determining the legal sufficiency of your approved disclosure, consent, notice, or workflow.

    Cordiva may suspend recording, monitoring, or the affected Service feature if Cordiva reasonably believes your configuration, instructions, approved script, or use presents a material legal, regulatory, security, or reputational risk.

    For an enabled outbound patient-communications feature, you must approve in writing the purpose of the communication, scripts, recipient criteria, calling windows, frequency limits, identification disclosures, opt-out workflow, and any restrictions on content. You must not use the feature for telemarketing, advertising, solicitation, billing, collection, financial content, emergency communications, medical advice, diagnosis, treatment recommendations, clinical triage, or another purpose not expressly approved by Cordiva in writing. Cordiva may immediately suspend or disable the feature if Cordiva reasonably believes that your instructions, scripts, recipient data, frequency, consent documentation, or use creates a legal, regulatory, security, patient-safety, or reputational risk.

    6. Intellectual property

    6.1 Ownership

    All rights, title and interest in and to the Services, the Site, the software, documentation, and any improvements, enhancements or modifications thereto, including all related intellectual property rights, are and will remain the exclusive property of Cordiva and its licensors.

    Without limiting the foregoing, Cordiva and its licensors retain all rights in the Services, software, source code, object code, APIs, interfaces, agent configurations, AI models, prompts, prompt libraries, workflows, templates, methodologies, know-how, documentation, analytics, benchmarks, security measures, designs, systems, inventions, generalized learnings, and improvements. No ownership interest is transferred to you by implication, estoppel, course of dealing, or otherwise.

    6.2 Client content

    You retain all rights to any content, scripts, configuration data, trademarks, and other materials you provide to us ("Client Content"). You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify and display Client Content solely as necessary to provide the Services and improve them, and as otherwise permitted under these Terms, including to host, process, transmit, configure, maintain, secure, support, troubleshoot, and improve the reliability and quality of the Services.

    You represent and warrant that you have all rights, permissions, consents, authorizations, and lawful bases necessary to provide Client Content to Cordiva and to authorize Cordiva and its Affiliates and Subcontractors to use Client Content as contemplated by these Terms.

    This license includes the right to provide Client Content to Cordiva's Affiliates, contractors, and Subcontractors solely as necessary to provide, secure, support, or improve the Services and subject to applicable law.

    6.3 Restrictions

    You shall not, and shall not permit any third party to:

    • copy, modify, adapt, translate or create derivative works of the Services;
    • reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, underlying ideas, algorithms, workflows, prompts, models, or other Cordiva intellectual property, except to the extent allowed by law;
    • remove, alter or obscure any proprietary notices or trademarks on the Services;
    • use the Services to build a competing product or service;
    • interfere with or disrupt the integrity, performance, security, or availability of the Services;
    • circumvent or disable a technical limitation, security measure, usage limit, or access control;
    • use the Services unlawfully or in violation of a third party's rights; or
    • permit any person other than your authorized personnel to access or use the Services.

    For clients under an MSA, the MSA governs this topic. This section applies only to website visitors and trial users without an executed MSA.

    7. Confidentiality and data processing

    7.1 Confidential information

    Each party may have access to information that is confidential and proprietary to the other party, including but not limited to business, technical, financial, and customer information ("Confidential Information"). Each party agrees to:

    • use the other party's Confidential Information only for purposes of performing under these Terms;
    • protect it with at least the same care it uses to protect its own confidential information (and in any case, reasonable care);
    • not disclose it to any third party except as permitted in these Terms or with prior written consent, provided that a party may disclose Confidential Information to its Affiliates, employees, contractors, professional advisers, insurers, financing sources, prospective acquirers, investors, and Subcontractors that have a need to know the information and are bound by confidentiality obligations at least as protective as those in these Terms.

    A recipient remains responsible for a permitted recipient's breach of its confidentiality obligations. A recipient may disclose Confidential Information to the extent required by law, subpoena, court order, regulatory inquiry, or governmental request, provided that it gives prompt notice to the disclosing party to the extent legally permitted and reasonably cooperates, at the disclosing party's expense, with efforts to seek protective treatment.

    7.2 Exceptions

    Confidential Information does not include information that:

    • is or becomes publicly available without breach of these Terms;
    • was lawfully known to the receiving party before disclosure;
    • is received from a third party without confidentiality obligations;
    • is independently developed without use of the other party's Confidential Information, as demonstrated by contemporaneous written records.

    7.3 Data processing

    To the extent Cordiva processes personal data on your behalf, Cordiva may act as a processor, service provider, or equivalent role, and you may act as a controller, business, or equivalent role, as determined by applicable law and the nature of the processing. The parties will comply with applicable data-protection laws and, where required, enter into a separate data-processing agreement or addendum. Nothing in these Terms authorizes Cordiva to process PHI absent both an executed MSA and an executed BAA.

    To the extent Cordiva creates, receives, maintains, or transmits PHI on your behalf, Cordiva acts as your Business Associate and the applicable BAA governs the Parties' respective PHI obligations. You remain responsible for determining whether you are a HIPAA Covered Entity and for maintaining your own HIPAA compliance program, including your Notice of Privacy Practices, workforce training, security assessments, policies and procedures, breach procedures, patient-rights processes, and other obligations applicable to your business.

    Cordiva's execution of a BAA or provision of the Services does not constitute legal advice or a determination that your use of the Services complies with HIPAA or any other law.

    For clients under an MSA, the MSA governs this topic. This section applies only to website visitors and trial users without an executed MSA.

    8. Term and termination

    8.1 Term

    These Terms apply from the date you first access or use the Services and continue until terminated in accordance with this section or as specified in an order form or subscription agreement.

    8.2 Termination for convenience

    Monthly subscriptions have no minimum term. You may terminate a monthly subscription for convenience by giving written notice of thirty (30) calendar days on the Starter plan, or sixty (60) calendar days on the Growth and Pro plans, unless your Order Form states a different period. You remain responsible for fees through the end of the notice period, together with any overage, add-on and non-cancelable third-party charges incurred.

    Where you have prepaid annually or your Order Form states a committed subscription term, you may not terminate for convenience before the end of that term, and prepaid fees are not refunded except under a satisfaction guarantee stated in your Order Form. Cordiva may terminate the Services or an affected Order Form for convenience upon thirty (30) days' written notice.

    8.3 Termination for cause

    Either party may terminate the Services immediately by written notice if the other party:

    • materially breaches these Terms and fails to remedy the breach within thirty (30) calendar days after written notice, except that a failure to pay an undisputed amount must be cured within five (5) business days after written notice; or
    • becomes insolvent, enters bankruptcy or similar proceedings.

    Notwithstanding the foregoing, Cordiva may immediately suspend the affected Services or terminate these Terms or an applicable order form upon written notice if you: (a) fail to pay an undisputed amount when due and do not cure that failure within five (5) business days after written notice; (b) use the Services unlawfully or in a manner reasonably likely to expose Cordiva, its personnel, or its Subcontractors to liability, regulatory scrutiny, reputational harm, or third-party claims; (c) provide materially inaccurate, misleading, unlawful, or infringing Client Content, instructions, scripts, configurations, or content; (d) initiate an improper chargeback or payment reversal; or (e) materially interfere with Cordiva's performance.

    8.4 Effect of termination

    Upon termination:

    • Your right to access and use the Services will cease;
    • Any fees due and payable up to the date of termination will remain due, including any non-cancelable commitments, usage charges, overage charges, and reimbursable expenses;
    • We may, but are not obligated to, provide you with a copy of certain data in a commonly used format, subject to our data retention policies and a separately agreed transition-services arrangement;
    • Before the effective date of expiration or termination, you are solely responsible for exporting any Client Content, call records, transcripts, reports, or other materials that you wish to retain, subject to the Services' available export functions and applicable law;
    • Cordiva has no obligation to provide data-migration, transition, extraction, conversion, archival, or other post-termination services except under a separately executed written agreement;
    • Sections that by their nature should survive termination (including but not limited to fees, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and governing law) will survive.

    If Cordiva processes PHI on your behalf, return, destruction, retention, and post-termination protections for PHI are governed exclusively by the applicable BAA.

    For clients under an MSA, the MSA governs this topic. This section applies only to website visitors and trial users without an executed MSA.

    9. Warranties and disclaimers

    9.1 Services "as is"

    EXCEPT FOR ANY EXPRESS WARRANTY OR REMEDY EXPRESSLY STATED IN AN APPLICABLE ORDER FORM, to the maximum extent permitted by law, the Services and the Site are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, accuracy, availability, security, quiet enjoyment, or any warranties arising from course of dealing, usage, or trade practice.

    Cordiva does not warrant that the Services will be uninterrupted, error-free, secure, timely, available at any particular time or location, compatible with any third-party service or your systems, or that the Services will produce any particular business, clinical, financial, operational, or regulatory result.

    9.2 No guarantee of outcomes

    We do not warrant that:

    • the Services will be uninterrupted, timely, secure or error-free;
    • all calls or messages will be successfully completed or delivered;
    • any particular business results, revenue, or number of bookings will be achieved.
    • any Service output, including an AI-assisted conversation, response, transcription, summary, translation, appointment request, scheduling action, or notification, will be accurate, complete, reliable, lawful, appropriate, or suitable for your intended purpose; or
    • any third-party service, including a telephony provider, carrier, voice-processing platform, language-model provider, cloud provider, messaging platform, booking system, payment processor, or practice-management system, will remain available, interoperable, secure, or suitable for your use.

    You are responsible for evaluating whether the Services meet your requirements and for monitoring the performance and results in your own business. You acknowledge that your use of the Services and any reliance on Service outputs is at your sole risk.

    10. Limitation of liability

    To the maximum extent permitted by law:

    • Cordiva's total aggregate liability arising out of or relating to the Services or these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the greater of: (a) the total fees paid or payable by you to Cordiva under the applicable subscription, order form, proposal, or service plan during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) three thousand six hundred U.S. Dollars (US $3,600).
    • In no event shall Cordiva be liable for any indirect, incidental, consequential, special, punitive or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, or business interruption, even if advised of the possibility of such damages. Without limiting the foregoing, Cordiva will not be liable for loss of goodwill, loss of business opportunity, cost of procurement of substitute goods or services, failed or misrouted communications, missed appointments, lost bookings, reputational harm, or damages arising from your acts or omissions or those of a third party. These limitations apply in the aggregate, not per incident, claim, or theory of liability; apply even if a remedy fails of its essential purpose; and apply to claims arising from Cordiva's alleged negligence to the fullest extent permitted by applicable law.

    Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you. In such cases, the liability of Cordiva will be limited to the maximum extent permitted by law.

    For clients under an MSA, the MSA governs this topic. This section applies only to website visitors and trial users without an executed MSA.

    11. Indemnification

    You agree to indemnify, defend and hold harmless Cordiva and its Affiliates, Subcontractors, licensors, officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in connection with:

    • your use of the Services in violation of these Terms, applicable law, or Cordiva's written instructions;
    • your violation of these Terms;
    • your violation of any applicable law or regulation (including communications and privacy laws);
    • any dispute between you and your customers or patients;
    • any content or instructions you provide to us, including scripts and policies;
    • your failure to obtain or maintain a consent, authorization, disclosure, notice, opt-out mechanism, do-not-call record, or other legal prerequisite for a call, text message, recording, transcription, AI processing, appointment communication, or other communication;
    • your violation of applicable telemarketing, consumer-protection, privacy, call-recording, wiretapping, health-care, professional-licensing, or advertising law; or
    • your Client Content, configurations, service descriptions, pricing, workflows, integrations, patient-care decisions, communications, or other business operations.

    We will promptly notify you of any such claim and will allow you to control the defense and settlement of the claim, subject to our right to participate with our own counsel at our expense; provided that delayed notice relieves you of an indemnification obligation only to the extent materially prejudiced. You may not settle a claim in a manner that admits fault by, imposes liability on, or requires a non-monetary obligation from Cordiva without Cordiva's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

    Your obligations under this Section do not apply to the extent that a claim is finally determined to have resulted from Cordiva's gross negligence, willful misconduct, or material breach of these Terms.

    For clients under an MSA, the MSA governs this topic. This section applies only to website visitors and trial users without an executed MSA.

    12. Third-party services

    The Services may depend on or interoperate with third-party products and services (such as telephony providers, messaging platforms, booking systems, and payment processors), including cloud providers, carriers, voice-processing providers, transcription providers, language-model providers, APIs, practice-management systems, and other technical providers.

    We do not control and are not responsible for these third-party services, and your use of them may be subject to additional terms and privacy policies. Cordiva does not warrant the availability, accuracy, security, data practices, modifications, outages, discontinuation, or compatibility of any third-party service.

    You are responsible for obtaining and maintaining all rights, accounts, credentials, permissions, and consents required for Cordiva to access or integrate with a third-party service selected or controlled by you. Cordiva may suspend or discontinue an integration if the applicable third-party service becomes unavailable, changes its requirements, creates a security or compliance risk, or otherwise cannot reasonably be supported.

    13. Governing law and jurisdiction

    These Terms shall be governed by and construed in accordance with the laws of Spain, without regard to its conflict of law provisions; provided that HIPAA and other applicable U.S. federal law govern to the extent controlling. Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by the Corte de Arbitraje de Madrid in Madrid, Spain, in accordance with its arbitration rules, before one arbitrator and in English. Judgment on the award may be entered in any court of competent jurisdiction.

    Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction where reasonably necessary to protect Confidential Information, intellectual property, PHI, data, payment rights, or other rights pending arbitration. Seeking such relief does not waive the obligation to arbitrate the merits of the underlying dispute.

    Nothing in this Section prevents an individual from pursuing any claim or remedy that applicable law prohibits from being subject to mandatory arbitration or a contractual waiver.

    For clients under an executed MSA, the MSA's Florida-law and Miami arbitration provisions control.

    14. Changes to the Terms

    We may update these Terms from time to time for business, technology, legal, security, or operational reasons. When we do, we will revise the "Effective date" above and, where appropriate, notify you via the Site, by email, or through the Services. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of them; provided that an update will not amend an executed MSA, BAA, Order Form, or other written client agreement unless Cordiva and the client agree to an amendment in writing.

    15. Miscellaneous

    Entire Agreement

    These Terms, together with any order forms and additional agreements referenced herein, constitute the entire agreement between you and Cordiva regarding the Services and supersede any prior agreements or understandings; provided that an executed MSA, BAA, and Order Form govern a client relationship as stated in those agreements.

    Assignment

    You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations in connection with a merger, acquisition, or sale of assets, financing, internal reorganization, conversion, formation of an Affiliate, or transfer to an entity that directly or indirectly controls, is controlled by, or is under common control with Cordiva or Javier Tabarovsky.

    Any Cordiva assignee handling PHI must agree in writing to assume the applicable obligations and enter into any agreement required by HIPAA before receiving or handling PHI.

    Severability

    If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid or unenforceable provision will be modified only to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent.

    No waiver

    Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. A waiver is effective only if in writing and signed by the waiving party.

    Notices

    Notices under these Terms must be given in writing by email. Email is the primary and sufficient channel for notice, and no notice under these Terms is required to be sent by postal mail.

    Notices to Cordiva must be sent as follows:

    • contractual and legal notices, including notices of termination, breach, non-renewal, and assignment, to legal@cordiva.ai; and
    • notices of a security or privacy incident, and any matter involving PHI, to security@cordiva.ai.

    Notices from Cordiva to you will be sent by email to the address you designated for notices in your Order Form or, if you have not designated one, to the email address on your account. You must keep that address current and monitored.

    A contractual or legal notice sent to legal@cordiva.ai, and a notice sent by Cordiva to your designated address, is deemed given on the business day following transmission, provided the sender does not receive a bounce-back or non-delivery notification. A notice sent to security@cordiva.ai is deemed given on transmission, so that incident-reporting and breach-notification periods under an applicable BAA run from that moment.

    Support requests and change requests submitted through Cordiva's in-app channel or to support@cordiva.ai are not notices under this provision and do not satisfy a notice requirement under these Terms.

    If a party elects to send a notice by internationally recognized overnight courier in addition to email, that notice is deemed given on confirmation of delivery.