Legal
Effective April 15, 2026
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Volt Intelligence, Inc. ("Volt"), a Delaware corporation located at 8114 Chilson Road, Pinckney, MI 48169, and the entity identified as the "Customer" on the executed Use Agreement to which these terms are attached or incorporated by reference ("Customer") enter into this Terms of Use (this "Agreement"), effective as of the date identified above (the "Effective Date").
Volt and Customer may be referred to herein individually as a "Party" and collectively as the "Parties." This Agreement governs the Customer's access to and use of the services described in the Use Agreement. In consideration of the mutual promises contained herein and in the Use Agreement, the Parties agree as follows.
Aggregated Data means data and information related to or derived from Customer Data or Customer's use of the Software that is used by Volt in an aggregate and anonymized manner, including to compile statistical and performance information related to the Software.
Authorized User means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Software under the rights granted to Customer pursuant to this Agreement, and (ii) for whom access to the Software has been purchased hereunder.
Customer Data means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Software; provided that, for purposes of clarity, Customer Data does not include Aggregated Data.
Harmful Code means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any computer, software, firmware, hardware, system, or network, or any application or function of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.
License means the license or use agreement between Volt and Customer outlining the rights to the use of and access to the Software, entered into by the Parties and incorporating this Agreement by reference.
Personal Information means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including all data considered "personal data," "personally identifiable information," or something similar under applicable data privacy laws, rules, or regulations.
Volt IP means the Software and any intellectual property provided to Customer or any Authorized User in connection with it. Volt IP includes Aggregated Data and any information, data, or content derived from Volt's provision of the Software, but does not include Customer Data.
Software means Volt's proprietary mobile application encompassing (1) kAI, Volt's AI engine tailored to data and performance analytics, and (2) OptikAI, Volt's VR-based training system for immersive simulation and cognitive skill reinforcement, as made available by Volt to Authorized Users from time to time.
Subscription Term means the time period identified within the License during which Customer's Authorized Users may access and use the Software.
Third-Party Products means any third-party products provided with, integrated with, or incorporated into the Software.
Usage Limitations means the usage limitations set forth in this Agreement and the License, including any limitations on the number of Authorized Users and the applicable product, pricing, and support tiers agreed upon by the Parties.
Subject to and conditioned on Customer's compliance with this Agreement, including the Usage Limitations, Volt will make available to Customer during the Subscription Term, on a non-exclusive, non-transferable (except in compliance with Section 13.8), and non-sublicensable basis, access to and use of the Software, solely for use by Authorized Users for Customer's internal business purposes and the features specified in the License. Volt shall provide Customer the necessary access credentials.
Subject to and conditioned on Customer's compliance with this Agreement, Volt grants Customer a non-exclusive, non-transferable (except in compliance with Section 13.8), non-sublicensable license to use the Software during the Subscription Term solely for Customer's internal business purposes.
Customer shall not use the Software beyond the scope of the access granted here, and shall not, and shall not permit any Authorized User to: copy, modify, or create derivative works of any Volt IP; rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the Software available to any third party; reverse engineer, disassemble, decompile, decode, or adapt any software component of the Software; remove proprietary notices from any Volt IP; use any Volt IP to infringe, misappropriate, or violate any right of any person or any applicable law; access or use any Volt IP for competitive analysis of Volt or the Software, or to develop a competing product; bypass or breach any security device or protection used by the Software, or access it other than through valid access credentials; or upload or transmit any unlawful or injurious content, or content containing Harmful Code.
Volt reserves all rights not expressly granted to Customer in this Agreement. Nothing here grants Customer or any third party any intellectual property right, title, or interest in or to the Volt IP beyond the limited rights and licenses expressly granted.
Volt may temporarily suspend Customer's or any Authorized User's access to any portion of the Software if Volt reasonably determines there is a threat or attack on the Volt IP, that use poses a security risk, that the Software is being used for fraudulent or illegal activity, that Customer has ceased ordinary business operations or become subject to insolvency proceedings, that provision of the Software is prohibited by applicable law, or if a Volt vendor has suspended access to Third-Party Products required to enable the Software (a "Service Suspension"). Volt will use commercially reasonable efforts to provide notice of any Service Suspension and to resume access once the underlying issue is resolved. Volt has no liability for any damages, losses, or other consequences of a Service Suspension.
Volt may monitor Customer's use of the Software and collect and compile Aggregated Data. As between Volt and Customer, all right, title, and interest in Aggregated Data belongs to and is retained solely by Volt. Customer agrees Volt may make Aggregated Data available to third parties, including other customers, in compliance with applicable law, and may use Aggregated Data as permitted under applicable law.
To the extent Customer or an Authorized User obtains or accesses the Software through Apple's App Store ("App Store-Sourced Software"), such access is also governed by Apple's then-current Media Services Terms and Conditions and, if applicable, Licensed Application End User License Agreement (together, the "Apple Standard EULA"), in addition to this Agreement. This Agreement is between Volt and Customer only; Apple is not a party and has no obligation under this Agreement with respect to App Store-Sourced Software. As between this Agreement and the Apple Standard EULA, the Apple Standard EULA governs the scope of the license to download, install, and use App Store-Sourced Software on Apple-branded devices and Apple's related usage rules; this Agreement governs all other aspects of the relationship, including fees, usage limitations, confidentiality, data, indemnification, liability, and termination. Nothing in this section limits Volt's obligations to Customer under Section 3.4 (Support) or Section 9 (Warranty Disclaimer).
Customer is responsible and liable for all uses of the Software resulting from access it provides, whether or not such use complies with this Agreement, including all acts and omissions of its Authorized Users. Customer shall make Authorized Users reasonably aware of this Agreement and cause them to comply with it.
Volt may make Third-Party Products available to Customer, or allow certain Third-Party Products to be integrated with the Software to transmit Customer Data into it. Third-Party Products are subject to their own terms; if Customer does not agree to those terms, it should not install or use them. Customer represents and warrants it has all right, power, and authority to authorize Volt to transmit Customer Data from Third-Party Products into the Software.
Customer retains sole responsibility for its Customer Data and its content and use; for information, instructions, and materials it or its Authorized Users provide in connection with the Software; for its information technology infrastructure ("Customer Systems"); for the security and use of its and its Authorized Users' access credentials; and for all access to and use of the Software through Customer Systems or its or its Authorized Users' credentials, with or without Customer's knowledge or consent, including all resulting conclusions, decisions, and actions.
During the Subscription Term, Volt will use commercially reasonable efforts to provide Customer basic customer support through Volt's standard support channels during normal business hours.
Where fees for the Software are agreed between Volt and Customer per the License, Customer shall pay Volt the fees identified in the License without offset or deduction, at the cadence identified in the License.
Either Party may disclose information about its business, products, intellectual property, trade secrets, third-party confidential information, or other sensitive or proprietary information that is marked confidential at disclosure, or that a reasonable person would consider confidential given its nature or the circumstances of disclosure ("Confidential Information"). Except for Personal Information, Confidential Information does not include information that is already public, already known to the receiving Party, rightfully obtained from a third party, or independently developed without reference to the disclosing Party's Confidential Information.
The receiving Party shall not disclose the other Party's Confidential Information except to employees, contractors, and agents who need it to exercise rights or perform obligations under this Agreement, and is responsible for their acts and omissions. Each Party may disclose Confidential Information as required to comply with a court order or applicable law (after giving notice and a reasonable opportunity to seek protection), to establish its rights under this Agreement, or, subject to customary confidentiality terms, to actual or potential investors, debtholders, acquirers, or merger partners.
On expiration or termination, the receiving Party shall promptly return or destroy all copies of the disclosing Party's Confidential Information and certify destruction in writing if requested. Confidentiality obligations run from the Effective Date and survive three years past termination or expiration, except that obligations regarding trade secrets survive for as long as the information remains a trade secret under applicable law.
Customer will ensure its Customer Data, and its use of it, complies with this Agreement and applicable law, and is responsible for properly configuring and using the Software and maintaining appropriate security, protection, and backup of Customer Data. Customer may not store or process protected health information (as defined under HIPAA) using the Software unless it has signed a Business Associate Agreement with Volt, and may not store payment cardholder information using the Software without Volt's prior written approval.
As between Customer and Volt, Volt owns all right, title, and interest, including all intellectual property rights, in the Volt IP, and applicable third-party providers own the same in any Third-Party Products.
As between Volt and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in the Customer Data. Customer grants Volt a non-exclusive, royalty-free, worldwide license to use and display Customer Data as necessary to provide the Software, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use Customer Data incorporated within Aggregated Data.
If Customer or its employees or contractors send Volt suggestions, recommendations, or other feedback regarding the Volt IP ("Feedback"), Volt is free to use that Feedback without obligation to Customer, so long as Volt does not identify Customer as the source without Customer's prior approval.
The Volt IP is provided "as is." Volt disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Volt does not warrant that the Volt IP will meet Customer's requirements, operate without interruption, achieve any intended result, be compatible with any other software or system, or be secure, accurate, complete, or free of harmful code or errors.
Volt shall indemnify, defend, and hold Customer harmless from losses arising from a third-party claim that the Software, used in accordance with this Agreement, infringes or misappropriates that party's U.S. copyrights or trade secrets, provided Customer promptly notifies Volt, cooperates, and gives Volt sole control of the defense and settlement. Volt may, at its discretion, modify or replace the Software to make it non-infringing, obtain the right for Customer to continue use, or, if neither is reasonably available, terminate the Agreement or the affected component. This section does not apply to claims arising from use of the Software combined with technology not provided or authorized by Volt, unauthorized modifications, Customer Data, or Third-Party Products.
Customer shall indemnify, and at Volt's option defend, Volt from losses arising from a third-party claim that the Customer Data infringes or misappropriates a third party's U.S. intellectual property or other rights, and from claims based on Customer's or an Authorized User's negligence, willful misconduct, unauthorized use of the Software, or use of the Software combined with technology not provided or authorized by Volt. Customer may not settle any such claim against Volt without Volt's consent, and Volt may participate in or assume its own defense.
This section states Customer's sole remedies and Volt's sole liability for any claim that the Software infringes, misappropriates, or otherwise violates a third party's intellectual property rights.
Except for a Party's breach of confidentiality, indemnity obligations, or gross negligence, fraud, or willful misconduct ("Excluded Liabilities"): neither Party will be liable for consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages, increased costs, diminished value, lost business or profits, loss of goodwill, loss or interruption of data, or cost of replacement goods or software, regardless of foreseeability; and each Party's aggregate liability under this Agreement will not exceed the total amounts paid or payable to Volt in the twelve months preceding the claim, except that Volt's aggregate liability for Excluded Liabilities will not exceed the total amounts paid or payable to Volt by Customer in the twelve months preceding the claim.
This Agreement begins on the Effective Date and continues for the period identified in the License or Use Agreement, unless terminated earlier under Section 12.2.
Either Party may terminate this Agreement on written notice if the other Party materially breaches it and the breach is incapable of cure, or remains uncured 30 days after notice; or immediately on written notice if the other Party becomes insolvent, files or has filed against it a bankruptcy petition, makes a general assignment for the benefit of creditors, or has a receiver or similar agent appointed over a material portion of its property or business.
On expiration or termination, Customer shall immediately discontinue use of the Volt IP and delete, destroy, or return all copies, and certify this in writing if requested. Termination does not affect Customer's obligation to pay Fees that became due before termination, and does not entitle Customer to a refund.
This section and Sections 1, 5, 6, 8, 9, 10, 11, and 13 survive termination or expiration of this Agreement. No other provision survives.
This Agreement, together with documents it incorporates by reference, is the Parties' entire agreement on its subject matter and supersedes all prior understandings. In case of inconsistency, this Agreement controls first, followed by documents incorporated by reference.
Notices must be in writing, delivered by personal delivery, signed-for courier, or email with confirmation of transmission, to the addresses on the first page or as identified in the License. All email notices to Volt must be sent to info@voltintelligence.com. A notice is effective only on receipt and if this section's requirements are met.
Neither Party is liable for failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disturbances, or government action.
Volt may change this Agreement from time to time at its discretion. The date at the top of this Agreement reflects the most recent revision. Volt will provide reasonable notice before amendments take effect, by emailing Customer's account email or by another method reasonably designed to reach Customer.
No failure or delay in exercising a right constitutes a waiver of it. A waiver is effective only if made in writing and signed by an authorized representative of the waiving Party.
If any provision is invalid, illegal, or unenforceable in any jurisdiction, that does not affect any other provision or its enforceability elsewhere. The Parties shall negotiate in good faith to replace an invalid provision with one that effects the original intent as closely as possible.
This Agreement is governed by the internal laws of the State of Delaware, without regard to conflict of law principles. Any action arising out of this Agreement must be brought in the federal or Michigan state courts located in Detroit, Michigan, and each Party irrevocably submits to their exclusive jurisdiction.
Customer may not assign its rights or delegate its obligations under this Agreement without Volt's prior written consent; any purported assignment in violation of this section is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.
The Software may be subject to U.S. export control laws. Customer shall not export, re-export, or release the Software or underlying technology where prohibited by law, and shall comply with all applicable export laws and obtain any required approvals before making the Software available outside the U.S.
Each Software component is a "commercial item" consisting of "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212. If Customer is a U.S. Government agency or contractor, it receives only the rights granted to all other end users, in accordance with 48 C.F.R. §§ 227.7201–227.7204 (Department of Defense and its contractors) or 48 C.F.R. § 12.212 (all other U.S. Government users and their contractors).
Questions about these Terms of Use can be sent to info@voltintelligence.com.
