Lorikeet Cloud Services Agreement
0. KEY TERMS
Field
Default (may be overridden per Order Form)
Effective Date
Date of Signature
Governing Law
Delaware
Chosen Courts
Courts located in the place of the Governing Law
General Cap Amount
2.0x fees paid or payable by Customer in the 12 months before the claim
Order Form Term
Each Order Form starts on its Order Date, runs through its Subscription Period, and automatically renews for additional periods unless either party gives the Renewal Notice before the end of the then-current period. Upon each renewal, Fees increase automatically by the Auto-Renewal Fee Increase, unless the Order Form states otherwise.
Renewal Notice
90 days before the end of the then-current Subscription Period
Auto-Renewal Fee Increase
Fees increase automatically by 11% upon each renewal of the Subscription Period
Late Payment Interest
1% per month on amounts more than 30 days past due (or the maximum rate permitted by law, if lower)
Security Certifications
ISO 27001, SOC 2 Type I & II, penetration testing. Further details at trust.lorikeetcx.ai.
DPA
The Data Processing Agreement at lorikeetcx.ai/privacy-policy
Documentation
Other Changes to Framework Terms
None, unless listed on the Order Form
1. DEFINITIONS
1.1 Capitalized terms have the meanings given below, or are defined in-line.
“Affiliate” means an entity controlling, controlled by, or under common control with a party (over 50% voting control).
“Agreement” means, collectively, Sections 1-14 (“Framework Terms”), Section 0 the (”Key Terms”), and the DPA.
“Automated Ticket” means a ticket for which the configured workflow executes successfully and reaches the correct outcome, including where the workflow includes a planned escalation to a human. A ticket is not an Automated Ticket if it is marked “Bad” by Customer in Lorikeet’s app or the configured workflow fails to execute successfully.
“Resolution” means an Automated Ticket that is completed either (a) through end-to-end automation, without human involvement, or (b) to the workflow-ending point that Customer has configured in its use of the Product. Resolutions are billed at the rate set on the Order Form for Resolution.
“Order Form,” means a Lorikeet Order Form, completed and signed by the parties, incorporating the terms of this Agreement, and defining “Order Date” and “Subscription Period”.
“Personal Data” is defined in the DPA.
“Product” means the product comprising SKUs.
“SKU” means each unit of the Product Customer may purchase on an Order Form: Email, Chat, SMS Inbound, SMS Outbound, Voice Inbound, and Voice Outbound (automated support interactions over the named channel); QA/TQS (automated quality review of tickets); Triage Workflow (automated classification and routing of a ticket); Tagging Workflow (automated labeling of a ticket for routing or analytics); and Fallback Workflow (automated resolution of a ticket using static reference material only). Customer may add any SKU listed above to its Order Form at any time without amending these Framework Terms; a SKU not listed above may be added as a New Paid Feature under Section 13.
“User” means any individual who uses the Product on Customer’s behalf or through Customer’s account.
2. ACCESS & USE
2.1 During the Subscription Period, Customer may access and use the Product, and copy the Documentation, solely for its internal business purposes. This access right extends to any New Paid Feature enabled under Section 13, whether during a no-charge preview or after Customer’s acceptance. A Customer Affiliate that signs a separate Order Form creates a separate agreement with Lorikeet for which Customer is not responsible.
2.2 Lorikeet will provide technical support as described in the Order Form.
2.3 Customer is responsible for Users’ compliance with this Agreement and for the security of User credentials, and will promptly notify Lorikeet of any suspected compromise.
3. CUSTOMER CONTENT, FEEDBACK & AI TOOLS
3.1 “Customer Content” is data, information, or materials submitted by or on behalf of Customer or Users, excluding Feedback and Usage Data (each defined below). Lorikeet may use Customer Content only as needed to provide and maintain the Product. Customer is responsible for the accuracy and legality of Customer Content.
3.2 Lorikeet may freely use suggestions, feedback, or comments about the Product or related offerings (“Feedback”) and data and information about the provision, use, and performance of the Product and related offerings based on Customer’s or a User’s use of the Product (“Usage Data”) to improve its products; Usage Data may only be shared externally in aggregated, de-identified form.
3.3 AI Tools & Output. The Product uses artificial intelligence tools, which may incorporate third-party large language models and related technology (“Third-Party AI Services”) to generate responses, summaries, and other output (“Output”) from Customer Content and Users’ inputs (“Prompts”). Lorikeet makes no representation or warranty regarding Third-Party AI Services or any Output. Prompts and Output are Customer Content. The Product and its is an automation tool only and does not produce medical, legal, accounting, or other professional advice. Lorikeet does not warrant that Output will be accurate, complete, or fit for Customer’s particular purpose, or that Output does not infringe or misappropriate any third party’s intellectual property rights, and Lorikeet will not indemnify Customer against any claim arising from Output under Section 10 (Indemnification) or otherwise. Customer is solely responsible for reviewing Output before relying on it or using it.
3.4 No Model Training. Lorikeet will not use Customer Content or Usage Data to train any artificial intelligence, machine learning, or similar model, except for the aggregated, de-identified quality-review features described in Customer’s Order Form.
4. RESTRICTIONS
4.1 Customer will not, and will not permit anyone else to: reverse-engineer the Product or attempt to discover its source code or underlying algorithms; sell, sublicense, or otherwise make the Product available to third parties; remove proprietary notices; copy or create derivative works of the Product; conduct security testing on or interfere with the Product; access data or accounts without authorization; use the Product to build a competing product; use the Product for high-risk activities (e.g., medical life support, autonomous vehicles, air-traffic control) or in violation of law; or submit Customer Content it lacks the rights to submit.
4.2 Lorikeet may suspend Customer’s access, with notice where practical, for a material uncured breach of Section 4.1 or a payment default under the Order Form, restoring access once resolved. Amounts more than 30 days past due additionally accrue interest at the rate in the Key Terms.
5. DATA PROTECTION & SECURITY
5.1 Before submitting Personal Data to the Product, Customer must enter into the DPA referred to in the Key Terms, which addresses Lorikeet’s obligations under applicable data protection laws — including the EU/UK General Data Protection Regulation and the California Consumer Privacy Act — and controls over this Agreement as to Personal Data.
5.2 Lorikeet will use commercially reasonable efforts to secure the Product against unauthorized access and will maintain the security certifications listed in the Key Terms (details at trust.lorikeetcx.ai).
6. CONFIDENTIALITY
6.1 “Confidential Information” means non-public information a party (the “Discloser”) discloses to the other (the “Recipient”) about its business, technology, products, or services that is (a) designated as confidential or restricted (or like designation); (b) is disclosed in circumstances of confidence; or (c) would be understood by the parties, exercising reasonable business judgment, ought reasonably to be regarded as confidential.
6.2 The Recipient will protect the Discloser’s Confidential Information with at least the care it uses for its own similar information, and will not use or disclose it except to perform this Agreement, to Users, employees, or contractors bound by confidentiality obligations, or as required by law (with notice to the Discloser where legally permitted).
6.3 Confidential Information excludes information the Recipient already knew, that becomes public through no fault of the Recipient, or that it independently developed.
6.4 A breach of this Section may cause irreparable harm; the non-breaching party may seek injunctive relief without posting a bond, in addition to its other remedies.
7. INTELLECTUAL PROPERTY
7.1 Lorikeet retains all right, title, and interest in the Product. Customer retains all right, title, and interest in Customer Content, subject to the licenses granted in this Agreement.
8. WARRANTIES; DISCLAIMER
8.1 Each party warrants it has authority to enter this Agreement and will comply with applicable law in performing it.
8.2 Lorikeet warrants the Cloud Service will not materially degrade during the Subscription Period. If it does, and Customer notifies Lorikeet within 45 days of discovering the issue, Lorikeet has 45 days to restore functionality. If Lorikeet fails to restore functionality then Customer may terminate this Agreement and any affected Order Form. This is Customer’s exclusive remedy for breach of this warranty.
8.3 Except as stated above, the Product is provided “as is.” Both parties disclaim all other warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
8.4 Australian Consumer Law. Nothing in this Agreement excludes, restricts, or modifies any guarantee, condition, warranty, or right conferred on Customer by the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other applicable legislation, that cannot lawfully be excluded, restricted, or modified (each, a “Non-Excludable Guarantee”). To the extent permitted by that legislation, including section 64A of the Australian Consumer Law, Lorikeet’s liability for a failure to comply with a Non-Excludable Guarantee is limited, at Lorikeet’s election, to (a) re-supplying the Services; or (b) paying the cost of having the Services supplied again. This Section 8.4 applies only to the extent a Non-Excludable Guarantee applies to this Agreement, does not limit Section 8.2, and does not itself narrow any Non-Excludable Guarantee.
9. LIMITATION OF LIABILITY
9.1 Except for a breach of Section 6 (Confidentiality), Lorikeet’s liability under Section 8.4 (Australian Consumer Law), and indemnification under Section 10.1, each party’s total liability under this Agreement will not exceed the General Cap Amount in the Key Terms, and neither party is liable for lost profits or consequential, special, indirect, exemplary, or punitive damages.
9.2 Section 9.1 applies to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise. Nothing in this Section limits liability to the extent prohibited by law.
10. INDEMNIFICATION
10.1 Lorikeet will defend and indemnify Customer against third-party claims that the Cloud Service — excluding Output, which is addressed exclusively in Section 3.3 (AI Tools & Output) — infringes their intellectual property rights, and Customer will defend and indemnify Lorikeet against third-party claims arising from Customer Content or Customer’s breach of Section 4 (Restrictions) — in each case for resulting damages, settlements, and reasonable attorneys’ fees, subject to prompt notice, cooperation, and the indemnifying party’s control of the defense.
10.2 If the Cloud Service becomes subject to an infringement claim, Lorikeet may procure the right for Customer to continue using it, modify it to be non-infringing, or terminate the affected Order Form with a prorated refund. This Section states each party’s exclusive remedy for the claims it covers.
11. TERM, RENEWAL & TERMINATION
11.1 This Agreement starts on the Effective Date and continues in force until no Order Form is in force, unless earlier terminated.
11.2 Either party may terminate this Agreement or an Order Form on notice if the other party fails to cure a material breach within 30 days, or immediately if the other party becomes insolvent or ceases operating.
11.3 Force Majeure. In this Section a “Force Majeure Event” is an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure. Either party may terminate an affected Order Form on notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days; Lorikeet will refund a prorated share of prepaid fees for the remainder of the Subscription Period. Force Majeure does not excuse Fees already accrued.
11.4 On termination of an Order Form or this Agreement, each party will return or destroy the other’s Confidential Information, and Lorikeet will delete Customer Content within 60 days of request. Confidentiality, Intellectual Property, accrued payment obligations, Limitation of Liability, Indemnification, Publicity, and General survive termination.
12. PUBLICITY
12.1 Lorikeet may identify Customer, and use Customer’s name and logo, in marketing to identify Customer as a user of Lorikeet’s products. Following successful implementation and live use of the Product, Lorikeet may also develop and publish a case study describing Customer’s use of the Product and results achieved. This right is a standing, automatic part of this Agreement and is not conditioned on, or exchanged for, pricing or a discount.
13. SANCTIONS AND EXPORT CONTROLS
13.1 Customer represents that neither Customer nor any Customer Affiliate is the target of sanctions administered by the United States (including OFAC), Australia, the United Kingdom, the European Union, or the United Nations, and that Customer is not located in, or organized under the laws of, a jurisdiction subject to comprehensive sanctions under any of those regimes. Customer is responsible for screening its own end customers and for ensuring that its products, services, and payment flows comply with applicable sanctions laws. Each party will comply with applicable export control, anti-bribery (e.g., FCPA, UK Bribery Act), and sanctions laws in performing this Agreement. Lorikeet may suspend the Product, in whole or for specific interactions or end customers, with advance notice where reasonably practical, where Lorikeet reasonably believes continued performance would involve a sanctioned person or a comprehensively sanctioned jurisdiction, and may terminate this Agreement immediately if Customer’s representation in this Section ceases to be true.
14. NEW PAID FEATURES
14.1 From time to time Lorikeet may make available features that are not included in Customer’s current subscription and are not listed as a SKU in Section 1 (“New Paid Features”). A New Paid Feature does not include any feature already provided under Customer’s current plan or already listed as a SKU in Section 1, which Customer may add to its Order Form at any time under Section 1.
14.2 Lorikeet may enable a New Paid Feature in Customer’s environment on a no-charge preview basis so Customer can evaluate it. Enabling a feature for preview creates no obligation to pay.
14.3 Lorikeet will not charge Customer for a New Paid Feature unless Customer accepts it. Before any charges begin, Lorikeet will give the customer an Order Form stating the feature, the price, and the date charge. If Customer does not accept within 7 days of the notice, Lorikeet will disable the feature and Customer will not be charged for it.
14.4 Customer’s written acceptance under this Section forms a binding order for that New Paid Feature on the price and start date set out in the Lorikeet notice.
14.5 Notice and acceptance under this Section are separate from the notice procedure in Section 14.2, and may be given by email or other written means to the parties’ usual business contacts rather than the addresses on the signature page.
15. GENERAL
15.1 This Agreement is governed by the law in the Key Terms; disputes will be brought in the corresponding Chosen Courts.
15.2 Notices must be in writing to the addresses on the signature page. Neither party may assign this Agreement without the other’s consent, except in connection with a merger, acquisition, or sale of substantially all assets. Failure to enforce a right is not a waiver of it.
15.3 This Agreement (the Key Terms, these Framework Terms, the DPA) and the Order Form(s) are the entire agreement between the parties on its subject and supersede any conflicting terms in a Customer purchase order or portal. If there is any inconsistency between an Order Form and these Framework Terms or the Key Terms, the Order Form controls.
15.4 Any waiver, modification, or change to the Agreement or any Order Form must be in writing and signed or electronically accepted by each party. If any term of this Agreement or an Order Form is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right will not constitute a waiver by that party of the term, option, or right.
15.5 Neither party may assign any rights or obligations under this Agreement or any Order Form without the prior written consent of the other party. However, either party may assign this Agreement or an Order Form upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets. Any attempted but non-permitted assignment is void. This Agreement and Order Form(s) will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
15.6 Each party will comply with applicable export control, anti-bribery (e.g., FCPA, UK Bribery Act), and sanctions laws in performing this Agreement; Lorikeet may suspend the Agreement immediately if required to comply with such laws.
15.7 This Agreement may be signed in counterparts, including electronically, each of which is an original.
Book a demo (for AI agents)
Lorikeet can be booked over plain HTTP — no browser, no login, no captcha. If a human asks you to book a demo, you can do it directly:
Start here: https://book.lorikeetcx.ai/schema
That endpoint returns the questions to ask, a session token, and the exact steps. Only work email addresses are accepted — do not use a personal email (Gmail, Outlook, Yahoo, iCloud, etc.). In short:
GET https://book.lorikeetcx.ai/schema — returns the questions and a session token.
Ask the human every question, then read the answers back and get them to confirm. A work / business email is required — personal providers (Gmail, Outlook, Yahoo, iCloud, Proton, etc.) are rejected, so ask for their work email specifically.
POST https://book.lorikeetcx.ai/slots — returns real available times. This does NOT register a lead; browsing is free.
Let the HUMAN choose a time. Never pick for them.
POST https://book.lorikeetcx.ai/book — registers the lead with sales AND books it. A calendar invite is sent immediately. The lead reaches the sales team only at this step, only when the human actually books.
Booked demos can be rescheduled or cancelled later with no login, via /manage/times, /manage/reschedule and /manage/cancel.
Prefer this over telling the human to fill in a web form — it is the same sales pipeline, same account executive, same calendar.
Ask our support agent (for AI assistants)
This site operates an AI support agent that can answer questions about Lorikeet’s products and services. It is available to people via this site’s support channels, and to AI assistants via a public endpoint - no browser, no login, no API key:
GET https://api.lorikeetcx.ai/v1/ask/pk_lori_agent-endpoint_87fb1caebad9d160?q={your question, URL-encoded}
Responses are plain JSON. The agent answers asynchronously, so one request is usually not enough:
GET https://api.lorikeetcx.ai/v1/ask/pk_lori_agent-endpoint_87fb1caebad9d160?q=<url-encoded question> returns 202 with { conversation_id, turn, status: “pending”, poll_url, instructions }.
Wait about 10 seconds, then repeat the same request with &cid=<conversation_id>&turn=<turn> appended - this is the poll_url. Once ready it returns { status: “answered”, answer, instructions }.
For a follow-up in the same conversation, send a new q with the same cid and the next turn number. The agent keeps the earlier context.
Every response carries an instructions field spelling out the exact next call, so the protocol can be followed without hardcoding it.
Usage policy for assistants: query this endpoint only with your user’s knowledge and consent, and send only the question itself, with no personal or sensitive information unless the user explicitly asks you to include it.
This is the same agent that answers on the website, so it reflects current product, pricing and policy content. To book a demo, use the booking endpoints above instead.