JUNIORS AI PURCHASE TERMS
EFFECTIVE DATE: APRIL 23, 2025
These Terms of Use (“Terms”) govern your access to and use of Juniors: Automated AI Voice Calls (“the Service”), a Shopify application developed and operated by HERPENZA TECHNOLOGIES PRIVATE LIMITED (“we,” “us,” or “our”). By installing, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, do not install, access, or use the Service.
IMPORTANT NOTE:
PLEASE READ CAREFULLY
BY CLICKING THE “INSTALL APP” BUTTON, SUBSCRIBING TO A PLAN, OR USING THE JUNIORS AI SERVICES IN ANY MANNER, YOU AND THE ORGANIZATION YOU REPRESENT (“CUSTOMER” OR “YOU”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT CONSISTING OF THIS PARAGRAPH AND THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) WITH RESPECT TO THE SERVICES PROVIDED BY HERPENZA TECHNOLOGIES PRIVATE LIMITED (“JUNIORS AI”). IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT AND ALL DOCUMENTS AND THIRD PARTY TERMS AND CONDITIONS THEY REFER TO, DO NOT CLICK THE “INSTALL APP” BUTTON OR USE THE SERVICES. IF YOU CONTINUE WITH SETUP, YOU ARE REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND THE CUSTOMER. IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO DO SO.
Contact: support@juniors.ai
Phone: +91-8551938995
www.juniors.ai
Table of Contents
Services and Support
Restrictions and Responsibilities
Confidentiality
Intellectual Property Rights
Payment of Fees
Term and Termination
Service Security
Warranty Disclaimer
Limitation of Liability
Miscellaneous
1. Services and Support
1.1 Subject to the terms and conditions of this Agreement, Juniors AI will use commercially reasonable efforts to provide the Automated AI Voice Call Services (the “Services”) through the Shopify App Store. The Services are subject to modification from time to time at Juniors AI’s sole discretion. Juniors AI will use reasonable efforts to give Customer prior written notice of any material modification.
1.2 Juniors AI will undertake commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, subject to downtime from scheduled maintenance or events outside the direct control of Juniors AI. Notwithstanding the foregoing, Juniors AI reserves the right to suspend Customer’s access to the Services: (i) for scheduled or emergency maintenance, (ii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due, or (iii) if Customer’s use of the Services violates applicable laws or third-party rights.
1.3 Subject to the terms hereof, Juniors AI will provide reasonable email support to Customer for the Services from Monday through Friday during Juniors AI’s normal business hours, excluding holidays observed by Juniors AI.
1.4 If Customer has registered for the free trial version of the Services, this Agreement will still apply. Upon Customer switching from the free trial to a paid plan of the Services, this Agreement will continue to apply, along with the payment and other terms entered into by Customer at the time of payment.
2. Restrictions and Responsibilities
2.1 Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or Software; use the Services or Software for timesharing or service bureau purposes or for any purpose other than its own internal business purposes; or use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations.
2.2 Customer will comply with all applicable laws and regulations in its use of the Services, including but not limited to telemarketing laws, TCPA, CAN-SPAM, and data privacy regulations.
2.3 Customer will cooperate with Juniors AI in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Juniors AI may reasonably request. Customer will also cooperate with Juniors AI in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services.
2.4 Customer will designate an administrator who will be responsible for all matters relating to this Agreement (“Primary Contact”). Customer may change the individual designated as Primary Contact at any time by providing written notice to Juniors AI.
2.5 Customer hereby agrees to indemnify and hold harmless Juniors AI against any damages, losses, liabilities, settlements and expenses (including without limitation, costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Juniors AI has no obligation to monitor the content provided by Customer or Customer’s use of the Services, Juniors AI may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.6 Customer will be solely responsible for maintaining the security of Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.
2.7 Customer agrees that our Services may use or connect with third-party services like Shopify, Eleven Labs, OpenAI, and Plivo. Juniors AI is not responsible for how these third-party services work, nor for any issues with our Services that result from third-party service problems. Juniors AI makes no guarantees or claims regarding these third-party services or their providers.
3. Confidentiality
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Juniors AI may collect data with respect to and report on the aggregate response rate and other aggregate measures of the Services’ performance.
3.3 Customer acknowledges that Juniors AI does not wish to receive any Proprietary Information from Customer that is not necessary for Juniors AI to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, Juniors AI may reasonably presume that any unrelated information received from Customer is not confidential or Proprietary Information.
3.4 Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.
4. Intellectual Property Rights
Except as expressly set forth herein, Juniors AI alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software, including any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Service and/or the Software, which are hereby assigned to Juniors AI. Customer acknowledges that it obtains no rights under this Agreement or otherwise to the Service or the Software other than the limited rights granted specifically herein.
Juniors AI will process voice call content and data provided by or on behalf of Customer (“Content”) only to perform its obligations under this Agreement. Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all Content distributed through the Services and the intellectual property rights with respect to that Content. If Juniors AI receives any notice or claim that any Content, or activities hereunder with respect to any Content, may infringe or violate rights of a third party (a “Claim”), Juniors AI may (but is not required to) suspend activity hereunder with respect to that Content and Customer will indemnify Juniors AI from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred.
Juniors AI shall hold Customer harmless from liability to unaffiliated third parties resulting from infringement by the Service of any patent or any copyright or misappropriation of any trade secret, provided Juniors AI is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Juniors AI will not be responsible for any settlement it does not approve.
The foregoing obligations do not apply with respect to portions or components of the Services (i) not created by Juniors AI, (ii) resulting in whole or in part from Customer specifications, (iii) that are modified after delivery by Juniors AI, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use is not strictly in accordance with this Agreement and all related documentation. Customer will indemnify Juniors AI from all damages, costs, settlements, attorneys’ fees and expenses related to any claim of infringement or misappropriation excluded from Juniors AI’s indemnity obligation by the preceding sentence.
5. Payment of Fees
5.1 Customer will pay Juniors AI the applicable fees as set forth on the Shopify App Store or on Juniors AI’s website at https://www.juniors.ai/pricing (the “Fees”). All payment obligations are non-cancelable and all amounts paid are nonrefundable. Juniors AI may change its fees and payment terms at its discretion; provided however that such changes will not take effect for Customer until the start of the next subscription renewal period.
5.2 Customer must maintain a valid payment method through Shopify’s billing system. All payments will be processed through Shopify’s billing system. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties associated with Customer’s purchases hereunder, excluding only taxes based on Juniors AI’s net income.
5.3 Juniors AI reserves the right to suspend any Services for which the applicable Fees are more than thirty (30) days overdue until such amounts are paid in full.
6. Term and Termination
6.1 The initial term of this Agreement shall begin on the date you first subscribe to a paid plan and shall continue for a period of twelve (12) months (“Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive twelve (12) month terms (each a “Renewal Term”) unless either party provides the other party with written notice of its intent not to renew this Agreement at least thirty (30) days prior to the end of the then-current term.
6.2 Either Juniors AI or the Customer may terminate this Agreement upon thirty (30) days’ advance notice.
6.3 If either party seriously violates this Agreement, the other party can end it before the current term expires by giving 30 days’ written notice. However, the Agreement will remain in effect if the violating party fixes the problem within that 30-day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party’s making an assignment for the benefit of creditors, (iii) upon the other party’s dissolution or ceasing to do business, or (iv) in the case of Juniors AI,
upon the nonpayment of Fees at the applicable due date.
6.4 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights,
warranty disclaimers, and limitations of liability.
7. Service Security
Juniors AI represents and warrants that it will not knowingly include, in any Juniors AI software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that intentionally circumvent, disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, Juniors AI fails to comply with the warranty in this Section, Customer may promptly notify Juniors AI in writing of any such noncompliance. Juniors AI will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance.
8. Warranty Disclaimer
Juniors AI (including its agents, affiliates, licensors and suppliers) will not be responsible for any indirect, punitive, incidental, special, or consequential damages, or costs of replacement goods, services or technology. This includes any damages connected to using our Services or anything provided under this Agreement, delays or inability to use our Services, or any other issues arising from this Agreement. Examples include loss of revenue, anticipated profits, business, or sales.
9. Limitation of Liability
IN NO EVENT WILL JUNIORS AI (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF JUNIORS AI HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF JUNIORS AI, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE LESSER OF (I) ONE THOUSAND UNITED STATES DOLLARS ($1,000 USD), OR (II) THE FEES PAID TO JUNIORS AI HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. Miscellaneous
10.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
10.2 This Agreement is not assignable, transferable or sublicensable by Customer except with Juniors AI’s prior written consent. Juniors AI may transfer and assign any of its rights and obligations under this Agreement with or without written notice to Customer.
10.3 Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
10.4 No agency, partnership, joint venture, or employment is10.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Juniors AI in any respect whatsoever.
10.5 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
10.6 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.
10.7 Juniors AI will not be liable for any loss resulting from a cause over which it does not have direct control.
10.8 Juniors AI is permitted to disclose that Customer is one of its customers to any third-party at its sole discretion. Customer agrees that Juniors AI may use the Customer’s logos or name on Juniors AI’s website and disclose relevant information as necessary in press announcements, case studies, trade shows, or other forms.
10.9 This Agreement shall be governed by the laws of India, without regard to its conflict of law provisions. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in Jaipur, Rajasthan, India, and both parties consent to the jurisdiction of such courts.
HERPENZA TECHNOLOGIES PRIVATE LIMITED 19, SHANKAR VIHAR VISTAR CHARAN NADI 2, MURLIPURA, Jaipur, Rajasthan, 302039 India
Email: support@juniors.ai Phone: +91-8551938995
Last Updated: April 23, 2025