Terms of Service

Effective date: November 6, 2026
Version: 1.0

These Terms of Service (the "Terms") are a binding contract between Ladoo ("Ladoo", "we", "us"), and the business or organization that creates an account or uses the Services ("Customer" or "you"). They govern your use of the Ladoo platform, including the dashboard at app.tryladoo.com, our APIs, voice agents, phone numbers, integrations, and related services (the "Services").

Please read Section 17 (Disputes) carefully. It requires disputes to be resolved individually, waives jury trials and class actions, and limits where you can bring a claim.

The following documents are part of these Terms and are incorporated by reference:

• the Acceptable Use Policy ("AUP");
• the Data Processing Addendum ("DPA"), which applies when we process Personal Data on your behalf;
• the Refund and Cancellation Policy;
• the Copyright Policy;
• any order form, plan description or pricing page you accept ("Order").

If these documents conflict, this order applies: (1) a signed Order, (2) the DPA (for data protection matters), (3) these Terms, (4) the AUP, (5) other policies and documentation.

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1. Who can use Ladoo

1.1 Business use only. The Services are for businesses, professionals and organizations. They are not for personal, family or household use. By accepting these Terms you represent that you are using the Services for business purposes and not as a consumer.

1.2 Authority. If you accept these Terms for a company or other entity, you represent that you have authority to bind it, and "you" means that entity. You must be at least 18 years old.

1.3 Accurate information and verification. You must give us accurate, current and complete information, including your legal business name, address and contact details, and keep it up to date. Phone carriers require us to know who uses our numbers. We may verify your identity and business at any time, ask for documents, and refuse or limit service if verification fails or is incomplete.

1.4 Sanctions and export. You represent that you and your users are not (a) located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, or (b) listed on, or owned or controlled by anyone listed on, a U.S. government restricted-party list (including OFAC's Specially Designated Nationals list). You will comply with U.S. export control and sanctions laws.

1.5 One free account. Each business may hold one Free plan workspace unless we agree otherwise. Creating extra accounts to obtain more free usage is prohibited.

2. Accounts and workspaces

2.1 Workspaces and users. You may create workspaces and invite people ("Users") to them. You are responsible for all activity in your account and workspaces, including activity by your Users, your Clients (Section 12) and anyone using your credentials or API keys, whether or not you authorized it.

2.2 Security. Keep passwords, sign-in links and API keys confidential. Tell us right away at security@tryladoo.com if you suspect unauthorized access. You are responsible for usage charges incurred before you notify us, including fraudulent call traffic, unless it was caused by our breach of these Terms.

2.3 Roles. Workspace owners control their workspace, including who can access it and its data. We may rely on instructions from any owner or admin of a workspace.

3. The Services

3.1 Access. Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during your subscription to access and use the Services for your internal business purposes and, if you are an Agency, to provide them to your Clients under Section 12.

3.2 What Ladoo does. Ladoo lets you build AI voice agents that answer phone calls, talk with callers, look up and update records in connected systems such as your CRM and calendar, transfer calls, and produce transcripts, summaries and other call data.

3.3 Changes. We may update, add or remove features. If we remove a material feature of a paid plan during your billing period, we will give you reasonable advance notice where practicable.

3.4 Free plan and beta features. The Free plan and any feature labeled "beta", "preview", "early access" or similar ("Beta Features") are provided as is, with no warranty, no support commitment, and no service level. We may change, limit or end them at any time. Our total liability for them is limited to US $100. Beta Features may be confidential.

3.5 Third-party services. The Services work with services we do not control, including telephone carriers, AI model providers, speech providers, GoHighLevel and other CRMs, calendars, and sign-in providers ("Third-Party Services"). Your use of a Third-Party Service is governed by its own terms. When you connect one, you authorize us to exchange data with it on your behalf. We are not responsible for Third-Party Services, their availability, or what they do with data you send them. Some upstream provider terms apply to you through our AUP.

3.6 Support and availability. We will use commercially reasonable efforts to keep the Services available and provide support by email at support@tryladoo.com and by phone at (833) 913-2024. Unless an Order says otherwise, we do not offer a service level agreement.

4. Your responsibilities for calls

You are solely responsible for how your agents and phone numbers are used and for complying with every law that applies to your calls. This section is a core part of the bargain; our prices assume it.

4.1 Legal compliance. You will comply with all laws that apply to your use of the Services and your calls, including laws on:

• (a) call recording and monitoring, including all-party-consent laws such as California Penal Code §§ 631 and 632;
• (b) disclosure that callers are talking to an AI system, including Maine's chatbot disclosure law, Utah's Artificial Intelligence Policy Act, Texas health care AI disclosure rules, and Article 50 of the EU AI Act where it applies;
• (c) telemarketing and automated calls, including the Telephone Consumer Protection Act, the Telemarketing Sales Rule, Do-Not-Call rules and state equivalents, if you ever place or cause outbound calls or messages;
• (d) privacy, data protection and data security, including notices to and consents from callers;
• (e) consumer protection, advertising and industry rules that apply to your business (for example healthcare, legal, financial, insurance, real estate or debt collection).

4.2 Disclosures to callers. Ladoo agents open every call, before any substantive conversation, with a notice that (a) the caller is speaking with an AI assistant, (b) the call may be recorded and transcribed, (c) the call is processed by service providers on your behalf, and (d) the caller can ask for a person or leave a message (the "Default Disclosure"). You may reword the Default Disclosure, and where offered you may switch on a mode that asks for the caller's spoken consent, but you must not remove any of (a) through (d). You are responsible for ensuring the disclosures and consents you use are sufficient for every place your callers are located. Your agents must never claim to be human and must truthfully confirm they are AI when asked. You are also responsible for notifying your own staff and anyone else who receives calls transferred from Ladoo that those calls may be transcribed or recorded.

4.3 Notice and consent. You are responsible for giving callers any notice and obtaining any consent required for us to process their information on your behalf, including in your own privacy notice. If you are required by law to provide a privacy notice that names us or our subprocessors, you will do so.

4.4 Your agents' statements. You control your agents' instructions, knowledge, voices, tools and workflows. You are responsible for everything your agents say and do on calls, including information given to callers, appointments booked, records changed, calls transferred, and promises made. Review and test your agents before taking live calls, and monitor them afterward.

4.5 Not for emergencies. See Section 5.

4.6 Regulated advice. You will not use agents to give individualized medical, legal, financial, tax or insurance advice, or to make decisions with legal or similarly significant effects on callers (such as credit, housing, employment, insurance or healthcare eligibility), unless a qualified person meaningfully reviews the output and the caller is told that AI was involved.

4.7 Health information. Do not use the Services to collect, store or transmit protected health information subject to HIPAA unless you and Ladoo have signed a Business Associate Agreement. Without one, you are responsible for ensuring no PHI is processed, and we are not a business associate.

4.8 Payment cards and sensitive data. Do not configure agents to collect full payment card numbers, card security codes, bank account credentials, Social Security numbers, passwords or similar sensitive identifiers by voice, unless you use a payment or verification method we have expressly approved for that purpose.

4.9 Outbound calls and messages. The Services are designed for answering inbound calls. Transfers to people you designate are permitted. Any other outbound calling or messaging (including callbacks, reminders, follow-ups or "missed call" texts), if we make it available, may be used only after we enable it for your account in writing, and only to people from whom you have obtained, documented and can produce any consent the law requires.

4.10 Voices and biometrics. You will not use the Services to clone, synthesize or imitate any real person's voice without that person's explicit, informed and documented consent, and never the voice of a minor or of a public figure or political candidate. You will not use the Services to identify or verify callers by their voice, or to create voiceprints or other biometric identifiers, unless we expressly offer that feature and you have obtained every consent the law requires.

5. No emergency services

LADOO IS NOT A TELEPHONE SERVICE FOR EMERGENCIES AND DOES NOT SUPPORT 911, E911 OR ANY OTHER EMERGENCY NUMBER. Ladoo numbers cannot be used to call emergency services, and calls to Ladoo numbers are not routed to emergency responders. Ladoo agents are not a substitute for a person in an emergency. You must configure your agents to tell callers with an emergency to hang up and dial 911 (or the local emergency number) and, where appropriate, to transfer urgent calls to a person. You are responsible for informing your Users and callers of these limitations. Neither Ladoo nor its providers is liable for any inability to reach emergency services or any delay or failure in handling an urgent call.

6. Phone numbers

6.1 Numbers are assigned, not owned. Phone numbers we provide are assigned to you for use with the Services while your account is in good standing. To the extent permitted by law and carrier rules, you do not own them. Number availability, assignment and rules are controlled by carriers and regulators and may change.

6.2 Number fees. Each number has a monthly fee shown on the pricing page. Numbers require a paid plan.

6.3 Reclaiming numbers. We may suspend, reassign or release a number (a) if you stop paying for it or your paid plan ends, (b) on suspension or termination of your account, (c) if a carrier or regulator requires it, or (d) if the number is used in violation of these Terms or the AUP. When a paid plan ends, its numbers are released and may be reassigned to someone else.

6.4 Porting. If you ask to port a number to another provider, we will cooperate with valid port-out requests to the extent our carriers support it and your account is paid up. Porting is not available for numbers used in violation of these Terms, and we may charge a reasonable fee. Porting numbers in from other providers is not currently supported.

6.5 Caller ID and carrier rules. You will use only caller ID you are authorized to use and comply with carrier requirements, including identity verification, STIR/SHAKEN and any registration needed for messaging. You will cooperate promptly with any traceback request or carrier inquiry about your traffic.

7. Fees and payment

7.1 Plans and fees. Fees, included allowances (such as call minutes, test minutes, AI messages, seats, numbers and client workspaces) and overage rates are described on our pricing page or in your Order. Prices are in U.S. dollars.

7.2 Automatic renewal. Paid plans are monthly subscriptions that renew automatically at the end of each billing period, and we will charge your payment method each period, until you cancel. You can cancel at any time in the dashboard under billing settings. Cancellation takes effect at the end of the current billing period; you keep access until then. See the Refund and Cancellation Policy.

7.3 Usage charges. Live call time is measured per second from when our system answers the call until our system leaves it, including any time we stay connected to bridge a transferred call. Usage beyond your plan's included allowance is charged at your plan's overage rate and billed in arrears on your next invoice. Our usage records are the basis for charges. We may charge usage before the end of a period if it exceeds a threshold, require a deposit or prepayment, or cap usage, to manage risk.

7.4 Payment. You authorize us and our payment processor (Stripe) to charge your payment method for all fees when due. If a payment fails, we may retry it and may suspend paid features until it succeeds. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law, and you are responsible for reasonable collection costs.

7.5 Taxes and telecom fees. Fees exclude taxes. You are responsible for all sales, use, value-added, telecommunications and similar taxes, and any regulatory fees or surcharges imposed on telecommunications services, other than taxes on our income. We may collect these on your invoice.

7.6 Price changes. We may change prices with at least 30 days' notice by email. Changes take effect at the start of your next billing period after the notice period. If you do not agree, you may cancel before the change takes effect. Taxes and carrier-imposed surcharges may change on shorter notice when they are imposed on us.

7.7 Billing disputes. You must tell us about a billing dispute in writing at billing@tryladoo.com within 60 days of the charge. We will work in good faith to resolve it. You must still pay undisputed amounts.

7.8 Chargebacks. Contact us before disputing a charge with your card issuer. If you file a chargeback for a valid charge, we may suspend or terminate your account and recover the amount and any fees we incur.

7.9 Refunds. Except as stated in the Refund and Cancellation Policy or required by law, all fees are non-refundable, including partial billing periods, unused allowances, usage and phone numbers.

8. Your content and data

8.1 Customer Content. "Customer Content" means data and content you or your Users, Clients or callers submit to or through the Services, or that the Services generate for you, including agent prompts and workflows, knowledge-base files and crawled pages, voice selections, caller audio streamed during calls, recordings (if enabled), transcripts, summaries, extracted caller details, and data synced from your connected systems.

8.2 You own it. As between you and Ladoo, you own Customer Content, including AI-generated outputs created for you. We claim no ownership of it. Outputs may not be unique, and similar outputs may be generated for others.

8.3 Our limited license. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display and otherwise use Customer Content only as needed to (a) provide, maintain, secure and support the Services for you, (b) prevent fraud and abuse and enforce these Terms, and (c) comply with law. We will process Personal Data in Customer Content as described in the DPA.

8.4 We act only on your behalf; no model training. We process call content (caller audio, transcripts, summaries and extracted details) only to provide the Services to you and as otherwise described in Section 8.3. We do not use it for our own purposes, do not combine it with other customers' data, do not sell or share it, and do not use it to train or fine-tune AI models, ours or anyone else's. We configure our AI model and speech providers not to train on it and not to retain it beyond what they need to provide their service, where they offer that option. If we ever want to use Customer Content to improve our models, we will offer it only as a separate opt-in that you can decline without losing access to the Services.

8.5 Usage Data. We may collect and use technical and usage information about how the Services are operated and used, such as call counts and durations, latency, error rates and feature usage ("Usage Data"), to operate, secure, bill for and improve the Services. We may use and disclose Usage Data publicly only in aggregated or de-identified form that does not identify you, your Clients or any individual.

8.6 Your rights and responsibilities for content. You represent that you have all rights, notices and consents needed to submit Customer Content and to let us process it under these Terms, including for websites you ask us to crawl, documents you upload, and caller information. You are responsible for the accuracy, quality and legality of Customer Content.

8.7 Export and deletion. You can export or delete call data and other Customer Content through the dashboard or API where those features are available, or by asking us. After your account ends, we handle Customer Content as described in Section 14.5.

8.8 Legal requests. We may disclose Customer Content if required by law, subpoena or court order. Where permitted, we will try to notify you first so you can seek protection.

9. Acceptable use and enforcement

9.1 AUP. You will comply, and will ensure your Users and Clients comply, with the Acceptable Use Policy. You must not use the Services in a way that violates law, harms others, or exposes Ladoo or its providers to liability.

9.2 Restrictions. You will not, and will not permit anyone to: (a) copy, modify or create derivative works of the Services; (b) reverse engineer, decompile or try to extract source code, model weights or system prompts, except as law expressly permits; (c) resell, sublicense or provide the Services to third parties except as an Agency under Section 12; (d) expose raw access to the underlying speech, voice or language models as a standalone service; (e) access the Services to build a competing product; (f) circumvent usage limits, metering, rate limits or security measures; (g) probe, scan or test the security of the Services without our written permission; (h) use automated means to access the Services except through our documented APIs; or (i) remove proprietary notices.

9.3 Monitoring. We are not required to monitor Customer Content, but we may review configurations, usage, call metadata and, where reasonably necessary to investigate a suspected violation, security incident or legal request, call content. We may remove or disable content that we reasonably believe violates these Terms or the AUP.

10. Suspension

10.1 When we may suspend. We may immediately suspend all or part of the Services (including specific agents, phone numbers, workspaces, Client workspaces or API keys) without prior notice if we reasonably believe that:

• (a) you, your Users or Clients have violated the AUP or Section 4, or are using the Services unlawfully;
• (b) there is fraud, suspected payment fraud, stolen payment methods, false account information, or failure of identity or business verification;
• (c) a payment has failed, an invoice is overdue, or a chargeback or payment dispute has been filed;
• (d) your use poses a security risk or could harm the Services, our providers or other customers;
• (e) a carrier, AI model provider, payment processor or other provider requires it, or we receive a traceback request, regulatory inquiry, legal demand or credible complaint about your traffic;
• (f) your usage is abnormal in a way that suggests fraud or abuse (for example sudden traffic spikes or calls to high-cost destinations); or
• (g) suspension is needed to comply with law or protect Ladoo, its providers, callers or others from harm or legal liability.

10.2 Notice and restoration. Where practicable and lawful, we will tell you about a suspension and the reason, and give you a chance to fix the problem. We will restore suspended Services once we are satisfied the issue is resolved. Fees continue to accrue during a suspension caused by you.

11. Termination and account bans

11.1 By you. You may cancel your subscription at any time in the dashboard, and close your account by contacting support. Cancellation takes effect at the end of your current billing period.

11.2 By us for cause. We may terminate your account, these Terms, or your access to any part of the Services:

• (a) immediately, on notice, for any conduct described in Section 10.1(a), (b), (e) or (g), repeated violations, or any violation that we reasonably consider serious;
• (b) if you fail to pay any amount within 15 days of its due date; or
• (c) for any other material breach that you do not cure within 10 days after notice.

11.3 By us for convenience. We may terminate for any other reason on 30 days' notice. If we do, we will refund any prepaid fees for the period after termination.

11.4 No re-registration after a ban. If we terminate or suspend your account for cause (including any reason in Section 10.1(a), (b), (e) or (g)), you, your affiliates, owners, officers and anyone acting on your behalf may not create a new account, use another person's or business's account, or access the Services through an Agency, reseller or Client workspace, without our prior written consent. We may refuse new accounts, workspaces or sign-ups associated with the same people, businesses, payment methods, domains, phone numbers or devices. Any account created in violation of this section may be terminated without notice or refund.

11.5 Right to refuse service. We may decline to open an account, provision a number, or provide any part of the Services to anyone, for any lawful reason, including use cases or industries we consider high-risk.

11.6 Repeat infringers. We will terminate, in appropriate circumstances, the accounts of users who repeatedly infringe intellectual property rights, as described in our Copyright Policy.

12. Agencies and Clients

This section applies if you use the Services to serve other businesses, including through Agency plan client workspaces, white-label features or the GoHighLevel Marketplace (an "Agency"). The businesses you serve are your "Clients".

12.1 Right to resell. While on a plan that allows it, you may provide the Services to your Clients under your own brand, on a non-exclusive basis. You may not appoint sub-resellers without our written consent. You set your own prices to Clients.

12.2 Client agreements. Before a Client uses the Services, you will bind the Client to a written agreement that (a) is at least as protective of Ladoo and its providers as these Terms and the AUP, (b) includes the AUP restrictions, the Section 5 emergency services notice, and disclaimers and liability limits that protect Ladoo, and (c) requires the Client to give callers the notices and obtain the consents described in Section 4. You will provide copies of these agreements on our request.

12.3 Your responsibility for Clients. You are responsible for your Clients and their users as if their acts and omissions were your own, including their compliance with these Terms, the AUP and the law. You are responsible for all fees for your Clients' usage, and for billing, support and disputes with your Clients. We have no obligation to your Clients.

12.4 Enforcement against Clients. We may enforce the AUP directly against a Client, including by suspending its workspace, agents or numbers. If a Client violation is serious, repeated, not cured within 48 hours of notice to you, or one you knew or should have known about, we may suspend or terminate your Agency account and all Client workspaces. A Client banned under Section 11.4 may not return through another Agency.

12.5 White-label. You may not misrepresent our certifications, security practices, service levels or the nature of the Services. Your Clients' callers' data is still processed by Ladoo and its subprocessors, and your privacy disclosures to Clients must say so.

12.6 Data roles. For Client data, you act as your Client's processor or service provider and we act as your subprocessor, as described in the DPA.

12.7 Effect of Agency termination. If your Agency account ends, your Client workspaces are suspended. We may, but are not required to, offer Clients a way to continue directly with us.

12.8 GoHighLevel. If you install or pay for Ladoo through the GoHighLevel Marketplace, GoHighLevel's terms also apply to that relationship, and billing and refunds through the Marketplace may be handled by GoHighLevel.

13. Intellectual property and feedback

13.1 Ours. Ladoo and its licensors own the Services, including the software, models we develop, designs, documentation and trademarks, and all improvements to them. Except for the limited rights in these Terms, no rights are granted to you.

13.2 Feedback. If you give us suggestions or feedback, we may use them without restriction or obligation to you.

13.3 Publicity. We may identify you as a customer by name and logo in our marketing. You can opt out at any time by emailing marketing@tryladoo.com.

14. Term, and what happens after it ends

14.1 Term. These Terms start when you first accept them or use the Services and continue until your account is closed or terminated.

14.2 Effect of termination. When your account ends: your right to use the Services stops; your phone numbers are released (subject to any timely port-out request); all unpaid fees become due immediately; and we may charge your payment method for usage incurred before termination.

14.3 No refund on termination for cause. If we terminate for cause, you are not entitled to any refund.

14.4 Export window. For 30 days after your account ends (other than termination for fraud or illegal activity), you may ask us to provide an export of your call data.

14.5 Deletion. After the export window, we will delete Customer Content from our active systems within 60 days and from backups on our normal backup rotation, except where we must keep it to comply with law, resolve disputes, prevent fraud, or enforce these Terms. Free plan workspaces with no activity for 12 months may be deleted after 30 days' email notice.

14.6 Survival. Sections that by their nature should survive termination will survive, including Sections 4, 5, 7 (for amounts owed), 8.5, 8.8, 11.4, 12.3, 13, 14, 15, 16, 17 and 18.

15. Warranties and disclaimers

15.1 Mutual. Each party represents that it has the authority to enter into these Terms.

15.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, LADOO AND ITS PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY.

15.3 AI and call-specific disclaimers. WITHOUT LIMITING SECTION 15.2, YOU ACKNOWLEDGE THAT:

• (a) AI systems are probabilistic. AGENTS MAY MISHEAR, MISUNDERSTAND, OR PRODUCE INACCURATE, INCOMPLETE, INAPPROPRIATE OR FABRICATED STATEMENTS, transcripts, summaries or extracted data;
• (b) WE DO NOT GUARANTEE THAT ANY CALL WILL BE ANSWERED, CONNECTED, TRANSFERRED, RECORDED, TRANSCRIBED OR HANDLED CORRECTLY, OR THAT ANY APPOINTMENT, BOOKING, MESSAGE OR CRM UPDATE WILL BE MADE ACCURATELY OR AT ALL;
• (c) call quality, latency and availability depend on carriers, networks and providers outside our control;
• (d) integrations with Third-Party Services may stop working if those services change;
• (e) NOTHING AN AGENT SAYS IS LEGAL, MEDICAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE FROM LADOO; and
• (f) we do not provide legal advice about your compliance obligations. Default disclosures, templates and settings we provide are conveniences, not a guarantee that your use is lawful.

16. Indemnity and limitation of liability

16.1 Your indemnity. You will defend Ladoo, its affiliates and their officers, directors, employees and agents against any third-party claim, demand, suit, regulatory investigation or proceeding, and indemnify them for resulting losses, damages, fines, penalties, settlements and reasonable attorneys' fees, arising from or related to:

• (a) Customer Content, including claims that it infringes or violates anyone's rights;
• (b) your calls and agents, including claims under call recording, wiretapping, eavesdropping, AI disclosure, telemarketing (including the TCPA and TSR), privacy, biometric or consumer protection laws;
• (c) your or your Users' or Clients' breach of these Terms, the AUP or the law;
• (d) your products and services and your dealings with callers; or
• (e) if you are an Agency, any claim by or relating to your Clients or their callers.

16.2 Our IP indemnity (paid plans). We will defend you against any third-party claim alleging that the Services, as provided by us and used under these Terms, infringe a U.S. patent, copyright or trademark or misappropriate a trade secret, and pay amounts finally awarded or agreed in settlement. This does not cover claims arising from Customer Content, AI outputs, Third-Party Services, combinations with things we did not provide, modifications not made by us, use after we told you to stop, or the Free plan or Beta Features. If such a claim is made or likely, we may modify or replace the Services, obtain a license, or terminate and refund prepaid fees for the remaining period. This section states our entire liability for infringement claims.

16.3 Process. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (except that a settlement cannot impose obligations or admit fault on the indemnified party's behalf without consent), and provide reasonable cooperation at the indemnifying party's expense.

16.4 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, LEADS, CUSTOMERS, OR APPOINTMENTS, MISSED OR MISHANDLED CALLS, LOSS OR CORRUPTION OF DATA, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

16.5 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID AND PAYABLE BY YOU TO LADOO FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, AND (B) US $100.

16.6 Exceptions. Sections 16.4 and 16.5 do not limit: (a) your obligation to pay fees; (b) your indemnity obligations under Section 16.1; (c) your liability for breach of Section 4, Section 9 or the AUP; (d) either party's liability for infringing or misappropriating the other's intellectual property; or (e) liability that cannot be limited by law, including for fraud, gross negligence or willful misconduct.

16.7 Basis of the bargain. These limits are an essential part of the bargain and apply even if a limited remedy fails of its essential purpose.

17. Disputes

17.1 Informal resolution first. Before filing a claim, the party with the dispute must send a written notice describing it to the other party (for Ladoo, at legal@tryladoo.com). The parties will try in good faith to resolve it for 30 days.

17.2 Governing law. These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.3 Venue. Any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state courts located in Pinellas County, Florida, or the United States District Court for the Middle District of Florida, and each party consents to their personal jurisdiction. Either party may bring a qualifying individual claim in small claims court, and either party may seek an injunction in any court of competent jurisdiction to protect its intellectual property or confidential information or to stop a violation of the AUP.

17.4 CLASS ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING.

17.5 JURY TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

17.6 Time limit. Any claim must be brought within one year after it arises, unless a longer period is required by law.

18. General

18.1 Changes to these Terms. We may update these Terms. For material changes, we will give at least 30 days' notice by email to workspace owners and in the dashboard, and may ask you to accept the updated Terms. Changes to Section 17 will not apply to disputes we had notice of before the change. Non-material changes (such as clarifications, or changes required by law) take effect when posted. If you do not agree to a change, you must stop using the Services and cancel before it takes effect. Prior versions are available on request.

18.2 Confidentiality. Each party will protect the other's non-public information that is marked confidential or would reasonably be understood to be confidential, using at least reasonable care, and use it only to perform under these Terms. This does not apply to information that is public through no fault of the recipient, already known to it, independently developed, or rightfully received from a third party. A party may disclose confidential information when required by law, after giving notice where lawful.

18.3 Electronic communications. You consent to receive agreements, notices, invoices and other communications from us electronically, by email to your account owners or through the dashboard, and agree they satisfy any legal requirement that they be in writing. Notices to us must be sent to legal@tryladoo.com, with a copy to 7901 4th St N, #34188, St Petersburg, FL 33702, United States.

18.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of carriers, networks, cloud or AI providers, cyberattacks, natural disasters, labor disputes, or government action. This does not excuse payment obligations.

18.5 Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, reorganization or sale of assets, or to an affiliate. Any prohibited assignment is void.

18.6 Relationship. The parties are independent contractors. There are no third-party beneficiaries to these Terms, except Ladoo's indemnified parties under Section 16.1.

18.7 Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent possible and the rest will remain in effect. A failure to enforce a provision is not a waiver.

18.8 Entire agreement. These Terms, with the documents incorporated in them, are the entire agreement between the parties about the Services and replace any prior agreements on that subject. Terms in your purchase orders or other documents do not apply.

18.9 U.S. government users. The Services are commercial computer software and documentation provided with only the rights granted to all other customers under these Terms.

18.10 Contact. Ladoo, 7901 4th St N, #34188, St Petersburg, FL 33702, United States. Email: legal@tryladoo.com. Support: support@tryladoo.com, (833) 913-2024.