These Terms of Service (“Terms”) govern access to and use of the Resia platform and the website at resia.ai (together, the “Services”), provided by Insito Health, Inc., a Delaware corporation (“Insito,” “we,” “us,” or “our”).
By creating an account, accessing the Services, or clicking to accept these Terms, you agree to be bound by them. If you do not agree, you may not use the Services.
1. Scope; Relationship to Other Agreements
If you or the organization you represent have entered into a separate written agreement with Insito governing use of the Services, including a master services agreement or order form, that agreement controls to the extent of any conflict with these Terms. These Terms otherwise apply in full.
2. Eligibility and Authority
The Services are intended for business use. You represent that you are at least 18 years of age and have the legal capacity to enter into these Terms. If you accept these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization, and “you” refers to that organization.
3. Accounts and Account Security
You are responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account, whether or not authorized by you. You agree to provide accurate account and billing information and to keep it current, to use unique credentials for each individual with access, and to notify us promptly at security@resia.ai of any known or suspected unauthorized access.
You may permit your employees and contractors (“Authorized Users”) to access the Services under your account. You are responsible for the acts and omissions of your Authorized Users as if they were your own.
4. The Services
Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes while these Terms remain in effect.
We may modify, update, or enhance the Services from time to time. We will use commercially reasonable efforts to provide at least thirty (30) days’ notice before deprecating a material feature or introducing a breaking change to a published API. Features designated as beta, preview, or evaluation are provided as-is, are excluded from any warranty, and may be modified or discontinued at any time.
We may engage subcontractors and subprocessors, including telephony carriers and providers of speech recognition, speech synthesis, and language model services, to deliver the Services. We remain responsible for their performance.
5. Your Responsibilities
You are solely responsible for:
(a) the accuracy, legality, and provenance of all data, records, contact lists, telephone numbers, scripts, and other content you submit to or direct the Services to use (“Your Content”);
(b) the configuration of your agents, prompts, scripts, and workflows;
(c) reviewing output generated by the Services before relying on it;
(d) determining whether your use of the Services complies with the laws applicable to your business, and obtaining any licenses or registrations required; and
(e) all decisions, transactions, filings, and reports you make in reliance on the Services.
The Services are administrative and communications tools. We do not provide medical, clinical, legal, financial, tax, or other professional advice, and you agree not to configure the Services to do so. You agree not to use the Services for emergency, urgent, or time-critical communications, and the Services must not be relied upon in connection with emergency services, including 911.
6. Communications; Consent and Calling Compliance
You direct the communications. You determine which recipients are contacted, when they are contacted, what is said, and whether communications are recorded. We provide technology that operates at your direction. For purposes of laws governing telephone and messaging communications, you are the initiator, sender, and seller of all communications placed through your account, and we act solely as a service provider.
Consent and calling authority. You represent and warrant, on a continuing basis, that for every communication placed through the Services: you have obtained and maintain all consents required by law, including prior express written consent where required for the use of an artificial or prerecorded voice or an automatic telephone dialing system; you have scrubbed your lists against the national and applicable state do-not-call registries and your own suppression lists; you honor revocation of consent promptly; you contact recipients only within permitted calling hours in the recipient’s time zone; you have a lawful basis to contact each recipient at the number provided; and your scripts and content comply with applicable law, including any required identification of the caller and the purpose of the call.
Recording. You determine whether communications are recorded, transcribed, or monitored, and you are solely responsible for obtaining all consents required by law, including all-party consent where required, and for configuring any required notice.
Disclosure of artificial voice. You are solely responsible for determining whether the law requires disclosure that a recipient is interacting with an artificial voice, an automated system, or artificial intelligence, and for configuring the Services to make that disclosure. We make disclosure functionality available but do not determine whether disclosure is legally required for your use case. We may require, as a condition of providing the Services, that you enable artificial-voice disclosure for any campaign.
Messaging. Where you use the Services to send text messages, you agree to register your brand and each campaign with the applicable registry before sending, to send traffic only under the use case for which you were approved, to honor opt-out and help keywords in every message program, to disclose message frequency and that message and data rates may apply, and to comply with all carrier and industry requirements. We may reject, delay, or cease delivery of messages that a carrier or registry rejects, throttles, or flags, and no such action is a breach of these Terms.
Records. You agree to retain records of consent and revocation for each recipient for the period required by law and no less than five (5) years, and to provide those records to us within five (5) business days of request where reasonably necessary to respond to a carrier inquiry, regulatory inquiry, subpoena, or third-party claim. Each party will notify the other promptly of any regulatory inquiry, demand, or claim relating to communications placed through the Services.
7. Prohibited Uses
You agree not to use the Services, and not to permit any Authorized User to use the Services, to:
- Contact any recipient from whom you do not hold the consent or authority required by law, or any number on an applicable do-not-call or suppression list;
- Contact recipients outside permitted calling hours;
- Transmit inaccurate, misleading, or unregistered caller identification, or spoof any number you do not have the right to use;
- Engage in any fraudulent or deceptive practice, including impersonating a government agency, a financial institution, or any person or entity you are not authorized to represent;
- Represent that a recipient is speaking with a human being where the law requires disclosure of an artificial voice or automated system;
- Conduct telemarketing, lead generation, political, survey, or debt collection campaigns without our prior written approval;
- Solicit payment card data, government identification numbers, or account credentials during a communication, except through a compliant workflow we have expressly enabled for you;
- Send messages to any recipient who has opted out, or fail to honor opt-out or help keywords;
- Use shared or non-attributable link shorteners, rotate numbers, or use any other technique intended to evade filtering, registration, or throughput limits;
- Distribute adult content, gambling, firearms, controlled substances, cryptocurrency promotion, or multi-level marketing communications;
- Harass, threaten, or repeatedly contact a recipient who has asked not to be contacted;
- Reverse engineer the Services, extract model weights or training data, generate synthetic voices of identifiable individuals without documented consent, circumvent rate limits or usage metering, or probe or load-test the Services without authorization;
- Develop a competing product or service, or publish benchmark results without our prior written consent;
- Resell or provide the Services to third parties, except as we have expressly authorized; or
- Use the Services in any manner that causes complaint, abandonment, opt-out, or spam-labeling rates to exceed the thresholds we publish from time to time, or that results in carrier blocking or regulatory action against us.
8. Artificial Intelligence Features
The Services use probabilistic artificial intelligence models. We do not warrant that agent output, transcription, summarization, classification, or structured output will be accurate, complete, or free of error, or that any agent will successfully navigate any interactive voice response system, reach any particular person, complete any particular task, or achieve any particular connection, answer, delivery, or outcome rate.
AI output is not a substitute for human oversight or professional judgment. You are responsible for reviewing output before relying on it and for maintaining human review wherever the consequences of an error would be material.
We continuously evaluate and improve the Services, including by testing variants of agent prompts and configurations across communications placed through the Services and applying the results generally. Experimentation under this section operates only within the content, instructions, and parameters you have authorized, and it does not change the substantive message you have directed the Services to deliver; you remain the initiator and sender of every communication, as Section 6 describes. You acknowledge that performance may vary between variants and that such variation is inherent in the Services and does not constitute a defect.
9. Fees and Billing
Usage-based fees. The Services are billed on usage; there is no subscription and no recurring plan fee. You agree to pay the usage-based charges measured by the Services, including per-minute charges for calls, per-message charges for text messages, charges for agent workflow runs, and a recurring monthly charge for each telephone number provisioned to your account. A telephone number’s monthly charge continues until the number is released or reclaimed. Our measurement of minutes, calls, messages, and other billable units is the system of record for billing purposes, absent manifest error.
Pass-through charges. Fees are exclusive of telecommunications and carrier charges, brand and campaign registration fees, and regulatory surcharges that we incur on your behalf. Registration fees are charged when we submit the registration and are non-refundable once submitted, whether or not the registration is approved. We may adjust pass-through charges upon notice to reflect increases imposed by the underlying provider.
Taxes. Fees are exclusive of all taxes, levies, and duties, including sales, use, value-added, communications, and regulatory fees. You are responsible for all such amounts other than taxes on our net income.
Payment. You authorize us to charge the payment method on file, or to invoice you, for all amounts as they become due. Overdue amounts bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. If payment fails or an amount remains unpaid, we may suspend the Services until payment is received.
Refunds. Except where required by law, fees are non-refundable and we do not provide refunds or credits for partial periods or unused capacity.
Rate changes. We may change our rates on thirty (30) days’ notice. Changes apply only to usage occurring, and telephone-number charges accruing, after the change takes effect. If you do not agree, you may close your account before the change takes effect.
Disputes. You must dispute any charge in good faith and in writing within fifteen (15) days of the invoice date. Undisputed amounts remain payable.
10. Intellectual Property
We retain all right, title, and interest in and to the Services, including all agents, models, model weights, software, algorithms, telephony infrastructure, documentation, and all improvements and derivative works, and all intellectual property rights therein. No rights are granted to you except as expressly stated in these Terms.
“Insito,” “Resia,” and our logos are our trademarks. You may not use them without our prior written permission, except to refer to us accurately in a manner that does not suggest sponsorship or endorsement.
Unless you notify us otherwise, we may identify you as a customer and use your name and logo in customer lists, on our website, and in sales materials. Any case study, press release, or quotation requires your prior written approval.
11. Your Content and Data
Ownership. As between the parties, you own Your Content and the agent prompts, scripts, and workflow configurations you create using the Services.
License to us. You grant us a non-exclusive, royalty-free, worldwide license to host, store, transmit, display, process, and reproduce Your Content solely to provide, maintain, secure, and support the Services; to prevent or address fraud, abuse, security, or legal risk; and to create de-identified data as described below. You grant us a perpetual, royalty-free license to use your configurations to operate, evaluate, secure, and improve the Services, including to refine our models and agents. Nothing in this section limits our ownership of the underlying platform functionality or of generalized know-how and improvements that are not specific to your use case.
De-identified and usage data. We may create de-identified data from Your Content, your configurations, communications data, and technical usage data, and may use it for any lawful purpose, including operating, evaluating, improving, and training our models and agents, developing new features, and producing aggregate reporting. Where the source data includes personal information, we de-identify it in accordance with applicable law before such use. We will not attempt to re-identify de-identified data and will not disclose it in a manner that identifies you. We own all technical and operational data regarding the configuration, performance, and use of the Services, and will not publicly disclose it in a form that identifies you.
Retention. We retain call recordings for twelve (12) months after the call. We retain transcripts and related communications data for as long as reasonably necessary to provide the Services, unless a separate signed agreement between you and us specifies a different retention period. You may request deletion of specified data at any time. We may retain data as required for legal, regulatory, audit, or dispute-resolution purposes, and may retain de-identified data indefinitely.
Feedback. If you provide suggestions or feedback regarding the Services, you assign to us all right, title, and interest in it, and we may use it for any purpose without obligation to you.
12. Privacy, Security, and Restricted Data
Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. Where required by applicable data protection law, a data processing addendum is available on request at privacy@resia.ai.
We maintain an information security program that includes administrative, technical, and physical safeguards appropriate to the Services, including encryption of Your Content in transit and at rest, role-based access controls, logging, and personnel screening and training. We will notify you without undue delay after confirming a security incident affecting Your Content and will provide the information reasonably available to enable you to meet your own obligations.
Restricted data. Except as this section permits, the Services are not authorized for regulated data. You agree not to submit to the Services any cardholder data subject to PCI DSS, consumer report information subject to the FCRA, student education records subject to FERPA, nonpublic personal financial information subject to the Gramm-Leach-Bliley Act, or any other data subject to sector-specific legal protection, unless we have entered into a separate written agreement covering that data. If your use case requires processing such data, contact us at sales@resia.ai. You are responsible for determining whether Your Content includes regulated data.
Health information. You may submit protected health information subject to HIPAA only after you and we have both signed a Business Associate Agreement and any applicable healthcare addendum. Until those agreements are in place, you agree not to submit protected health information to the Services, and we are not your business associate. Where a signed Business Associate Agreement is in place, it governs protected health information to the extent of any conflict with these Terms. To put one in place, contact us at sales@resia.ai.
13. Confidentiality
Each party may receive information from the other that is marked as confidential or that a reasonable person would understand to be confidential. Each party agrees to use the other’s confidential information only as necessary under these Terms, to protect it with no less than reasonable care, and not to disclose it except to personnel and advisors who need to know and are bound by comparable obligations. These obligations do not apply to information that is publicly known through no fault of the receiving party, was already known without restriction, is lawfully received from a third party, or is independently developed. Either party may disclose confidential information to the extent required by law, with prompt notice where permitted.
14. Suspension and Termination
Suspension. We may suspend, throttle, block, or reclaim any campaign, agent, telephone number, or account, in whole or in part and without prior notice, if we reasonably believe that a violation of Sections 6 or 7 has occurred or is likely to occur, that continued operation creates material legal, regulatory, carrier, or reputational risk, that a carrier or regulator has raised a complaint or blocking action, that complaint or spam-flagging thresholds have been exceeded, or that the security or integrity of the Services is threatened. We will notify you as promptly as practicable and will restore service once the underlying risk is remediated to our reasonable satisfaction. Suspension under this section is not a breach by us and does not entitle you to a refund.
Termination. You may terminate at any time by closing your account. We may terminate these Terms or your account for material breach not cured within thirty (30) days of notice, immediately and without a cure period for any breach of Sections 6 or 7 that creates material legal, regulatory, or carrier risk, or for convenience on thirty (30) days’ notice.
Effect of termination. On termination, your right to access the Services ends, all accrued fees become immediately due, and we will make Your Content and configurations available for export for thirty (30) days, after which we may delete them. Telephone numbers we provisioned may be reclaimed, subject to your right to request porting where technically and legally available. Sections 5, 6, 7, 9 (as to accrued fees), 10, 11, 13, and 15 through 22 survive termination.
15. Disclaimers
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION.
WE ARE NOT RESPONSIBLE FOR THE AVAILABILITY, PERFORMANCE, OR ACTS OR OMISSIONS OF TELECOMMUNICATIONS CARRIERS, THE PUBLIC SWITCHED TELEPHONE NETWORK, MESSAGING REGISTRIES, THIRD-PARTY LANGUAGE, SPEECH RECOGNITION, OR SPEECH SYNTHESIS PROVIDERS, INTERACTIVE VOICE RESPONSE SYSTEMS, YOUR OWN SYSTEMS, OR ANY OTHER THIRD-PARTY SYSTEM, OR FOR THE BLOCKING, LABELING, FILTERING, THROTTLING, OR MISLABELING OF COMMUNICATIONS BY ANY CARRIER, ANALYTICS PROVIDER, DEVICE, OR APPLICATION.
YOU ARE SOLELY RESPONSIBLE FOR YOUR OWN COMPLIANCE WITH APPLICABLE LAW.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).
THESE LIMITATIONS DO NOT APPLY TO YOUR OBLIGATION TO PAY FEES, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, YOUR BREACH OF SECTION 6 OR SECTION 7, EITHER PARTY’S BREACH OF SECTION 13, OR EITHER PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.
These limitations allocate risk between the parties, are reflected in our pricing, and are an essential element of the basis of the bargain. No action arising out of these Terms may be brought more than one (1) year after the cause of action accrues, except for claims for non-payment. Some jurisdictions do not allow certain exclusions or limitations; in those jurisdictions, this section applies to the maximum extent permitted.
17. Indemnification
Your indemnity. You agree to defend, indemnify, and hold harmless Insito and its officers, directors, employees, agents, and subcontractors from any claims, losses, damages, liabilities, penalties, fines, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: Your Content, your configurations, scripts, or campaign content; any communication placed or received through your account, including any claim brought by a recipient, a regulator, a state attorney general, or a carrier under the Telephone Consumer Protection Act, the Telemarketing Sales Rule, any do-not-call, robocall, autodialer, telemarketing, or text messaging statute, any call-recording or wiretap statute, any statute requiring disclosure of an artificial voice or automated system, or any privacy or consumer protection statute; your breach of Section 6 or Section 7; any decision you make affecting a recipient; and your breach of these Terms or violation of applicable law.
Our indemnity. We will defend you against any third-party claim alleging that the Services, as provided by us and used as authorized under these Terms, infringe a United States patent, copyright, or trademark, or misappropriate a trade secret, and we will pay the damages finally awarded against you, or agreed by us in settlement, for that claim. This obligation does not apply to the extent a claim arises from Your Content, your configurations, your combination of the Services with anything not provided by us, your use of the Services after we have notified you to stop, or your use of the Services in violation of these Terms. If the Services are, or in our opinion are likely to become, the subject of an infringement claim, we may modify or replace the affected Services, obtain the right for you to continue using them, or terminate the affected Services and refund any prepaid, unused fees. This paragraph states our entire liability, and your exclusive remedy, for infringement by the Services.
Procedure. The party seeking indemnification will give the other prompt notice of the claim, and the indemnifying party will control the defense and settlement, provided that no settlement imposing a non-monetary obligation on the indemnified party, or requiring an admission of liability by it, may be entered into without that party’s consent. The indemnified party may participate with its own counsel at its own expense.
18. Changes to These Terms
We may update these Terms from time to time. When we do, we will revise the “Last updated” date above and, for material changes, provide notice by email or through the Services at least thirty (30) days before they take effect. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree, you may close your account before the change takes effect.
19. Dispute Resolution; Arbitration
Informal resolution first. Before filing any claim, the party raising a dispute will send the other a written notice describing the dispute and the relief sought, and the parties will attempt in good faith to resolve the dispute within thirty (30) days of that notice. Notices of dispute to us go to legal@resia.ai. A claim may be filed only if the dispute remains unresolved after that period.
Agreement to arbitrate. Except as this section provides otherwise, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules, including its Expedited Procedures where those rules make them applicable. The seat of arbitration is Wilmington, Delaware; the proceedings will be conducted in English; and either party may elect to participate by videoconference. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this section.
Class and representative waiver. All disputes will be arbitrated on an individual basis only. The arbitrator may not consolidate the claims of more than one party and may not preside over any class, collective, or representative proceeding. This waiver is not severable from the agreement to arbitrate: if it is held unenforceable with respect to a particular dispute, the agreement to arbitrate does not apply to that dispute, and that dispute will be resolved in the courts described in Section 20.
Exceptions. Either party may bring an individual claim in small claims court if the claim qualifies, and either party may seek injunctive or other equitable relief in the courts described in Section 20 for actual or threatened infringement of intellectual property rights, breach of Section 13, or violation of Section 6 or Section 7. We may also bring an action in those courts to collect unpaid fees.
Fees. The American Arbitration Association’s rules govern the payment of filing, administrative, and arbitrator fees. Each party bears its own attorneys’ fees and costs unless applicable law or the arbitrator provides otherwise.
20. Governing Law and Venue
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute not subject to arbitration under Section 19 will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each party consents to the personal jurisdiction of those courts and waives any objection to venue. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH PROCEEDING.
21. Electronic Communications and Notices
You consent to receive communications from us electronically, including by email to the address on your account and through the Services, and you agree that electronic communications satisfy any legal requirement that a communication be in writing. Notices to us should be sent to legal@resia.ai or to Insito Health, Inc., 56 Broad Street, STE 14277, Boston, Massachusetts 02109.
22. General
These Terms, together with our Privacy Policy and any policies incorporated by reference, are the entire agreement between you and us regarding the Services and supersede all prior communications and proposals on the subject. Any purchase order or vendor terms you submit are of no effect.
You may not assign these Terms without our prior written consent; we may assign them without restriction, including in connection with a merger, acquisition, or sale of assets. The parties are independent contractors, and nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Neither party is liable for any delay or failure to perform, other than a payment obligation, caused by circumstances beyond its reasonable control. Each party will comply with applicable export control and sanctions laws, and you may not access the Services from an embargoed jurisdiction or if you are on a restricted party list. No failure or delay in exercising a right operates as a waiver, and no waiver is effective unless in writing. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in full force. These Terms confer no rights on any third party.
23. Contact
Questions about these Terms may be sent to legal@resia.ai or to Insito Health, Inc., 56 Broad Street, STE 14277, Boston, Massachusetts 02109.



