Developer API Terms

Please read these Developer API Terms of Service (the "Agreement") carefully before using the API and Service (each as defined below) offered by Sophiie Technologies, Inc. ("Sophiie"). By accessing or using the Sophiie API, you or the entity or company that you represent ("You," "Your," "Yours" or "Developer") are unconditionally consenting to be bound by and are becoming a party to this Agreement. If you do not unconditionally agree to all of the terms of this Agreement, you must not use the API or Service. If you are entering into this Agreement on behalf of an entity, then you represent and warrant that you are authorized to bind such entity to the terms of this Agreement.

WHEREAS, Sophiie owns and operates a B2B SaaS platform for sales pipeline management that provides virtual assistant AI agents with communication capabilities;

WHEREAS, Developer desires to integrate with Sophiie's platform through the API to build applications that leverage Sophiie's services;

NOW THEREFORE, the parties hereto agree as follows:

Definitions The following terms shall have the following meanings for the purpose of this Agreement:

1.1 “Acceptable Use Policy” means Sophiie’s acceptable use policy for Developers creating Integrations, available at https://www.sophiie.ai/terms-of-service, which may be updated by Sophiie from time to time.

1.2 "API" means Sophiie's application programming interfaces, software development kits, and related specifications that enable Developer to programmatically access and interact with the Service.

1.3 "Documentation" means the official documentation, guides, and technical specifications for the API provided by Sophiie, including any updates, available at https://docs.sophiie.ai.

1.4 "End User" means a user of Developer's application who accesses Sophiie's services through Developer's integration with the API.

1.5 "User Data" means any information, data, text, content or other materials that Developer or End Users provide to or through the Service via the API.

1.6 "Integration" means a software application, system, or service that Developer creates using the API to connect with or extend the functionality of Sophiie's platform.

1.7 "Sophiie Data" means data, content, and information provided by Sophiie through the API, including but not limited to contact information, conversation data, analytics, and platform configuration data.

1.8 “Sophiie Terms of Service” means Sophiie’s standard terms of service, available at https://www.sophiie.ai/terms-of-service, which may be updated by Sophiie from time to time.

2. API, Service and Sophiie Data License; Restrictions 2.1 License Grant. Subject to the terms and conditions of this Agreement, Sophiie hereby grants Developer a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license during the Term to: (a) access and use the API and Documentation to develop, test, and operate Integrations; (b) use Sophiie Data solely as necessary to provide functionality to End Users through your Integration; and (c) permit End Users to access Sophiie's services through your Integration, provided that such End Users comply with Sophiie's Terms of Service. This license is strictly limited to the purposes set forth herein and in accordance with the Documentation and Acceptable Use Policy.

2.2 API Access and Registration. To access the API, Developer must: (a) register for a Sophiie developer account and obtain valid API credentials; (b) provide accurate and complete registration information; (c) describe the intended use case and functionality of your Integration; and (d) comply with any authentication and security requirements. Developer is responsible for maintaining the confidentiality and security of API credentials and for all activities that occur under your account.

2.3 Developer Responsibilities. Developer is solely responsible for: (a) the development, operation, and maintenance of your Integration; (b) ensuring your Integration complies with all applicable laws and regulations; (c) the acts and omissions of End Users of your Integration; (d) providing appropriate terms of service and privacy policies to End Users that protect Sophiie's rights; (e) obtaining necessary consents from End Users for data processing; (f) promptly notifying Sophiie of any unauthorized access to the API or any security incidents; and (g) ensuring that your Integration does not interfere with or disrupt Sophiie's services or other developers' use of the API.

2.4 API Updates and Modifications. Sophiie may modify, update, or discontinue the API at any time in its sole discretion. We will provide reasonable notice of material changes when practicable, including deprecation notices for API endpoints. Developer acknowledges that such modifications may require updates to your Integration and that Sophiie is not liable for any costs or impacts resulting from API changes. Developer is responsible for monitoring API updates and maintaining compatibility with supported API versions.

2.5 License Restrictions.

2.5.1 Prohibited Uses. Developer shall not, and shall ensure that End Users do not: (a) access the API other than through the officially provided endpoints and authentication methods; (b) exceed applicable rate limits or usage quotas; (c) use the API for unlawful purposes or in violation of applicable laws; (d) resell, redistribute, or sublicense access to the API; (e) use the API to develop competing services or to replicate Sophiie's core functionality; (f) reverse engineer, decompile, or attempt to extract source code from the API; (g) remove copyright notices or proprietary markings; (h) interfere with, overload, or harm Sophiie's systems or other users' access; (i) attempt unauthorized access to accounts, systems, or networks; (j) use automated scripts to scrape or mass-collect data beyond normal API usage; (k) introduce malicious code, viruses, or security vulnerabilities; (l) violate the privacy rights of End Users or third parties; or (m) engage in any activity that could damage Sophiie's reputation or business.

2.6 Rate Limits and Usage. Developer's use of the API is subject to rate limits, usage quotas, and other technical limitations as specified in the Documentation. These limits may be updated by Sophiie at any time. If Developer requires higher limits, contact Sophiie to discuss commercial arrangements.

3. Ownership; Licenses; Third-Party Materials 3.1 Sophiie Ownership. As between Sophiie and Developer, Sophiie retains all rights, title and interest in and to all intellectual property rights embodied in or pertaining to the API, Service, Sophiie Data, and Sophiie Marks (as defined in Section 3.3), and all improvements, modifications, enhancements, and derivative works of any of the foregoing. There are no implied licenses under this Agreement, and any rights not expressly granted to Developer hereunder are reserved by Sophiie or its licensors. Developer shall not take any action inconsistent with Sophiie’s ownership of the API, Service, Sophiie Data, or Sophiie Marks.

3.2 Developer Integration and User Data. Developer retains ownership of your Integration. Developer grants Sophiie a limited, non-exclusive license to use, store, and process User Data solely as necessary to: (a) provide the API services to Developer; (b) fulfill requests made through your Integration; (c) improve the functionality and security of Sophiie's services; and (d) comply with legal obligations. This license terminates when the data is deleted or this Agreement ends, except for data retention required by law.

3.3 Branding and Attribution. When your Integration uses Sophiie's API, you must include appropriate attribution such as "Powered by Sophiie" in a manner consistent with Sophiie's brand guidelines. Sophiie grants Developer a limited license to use Sophiie's trademarks solely for this attribution purpose during the term of this Agreement. Developer grants Sophiie permission to reference Developer and your Integration in Sophiie's marketing materials and partner lists, subject to Developer's reasonable approval rights.

3.4 Feedback and Suggestions. Any feedback, suggestions, or ideas you provide to Sophiie regarding the API or services become the property of Sophiie. You grant Sophiie a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such feedback into Sophiie's products and services without any obligation to compensate you or provide attribution.

3.5 Content and Data.

3.5.1 Privacy and Consent. Developer must: (a) obtain all necessary consents from End Users for the collection, processing, and sharing of their data with Sophiie; (b) provide clear privacy notices that accurately describe how data will be used; (c) comply with applicable privacy laws including GDPR, CCPA, and similar regulations; and (d) ensure that User Data does not violate third-party rights. Developer's privacy practices must be consistent with Sophiie's privacy policy.

3.5.2 Data Use and Retention. Sophiie Data may only be used as necessary to provide services to End Users through your Integration. Developer must delete Sophiie Data when no longer needed for the authorized purpose or when requested by Sophiie or the End User. Developer is responsible for implementing appropriate data security measures and for any additional data processing beyond the scope of this Agreement.

3.6 Third Party Services. The API may provide access to third-party services or data. Your use of such third-party services is subject to their respective terms and conditions. Sophiie is not responsible for third-party services and makes no warranties regarding their availability, functionality, or compliance with your requirements.

4. Term and Termination 4.1 Term. This Agreement begins when you first access the API and continues until terminated by either party.

4.2 Termination. Either party may terminate this Agreement at any time with thirty (30) days' written notice. Sophiie may suspend or terminate your API access immediately if: (a) you breach this Agreement; (b) your use poses security risks or violates laws; (c) you exceed usage limits after notice; or (d) required by law. Upon termination, your API access ends immediately, and you must stop using Sophiie Data and delete copies in your possession.

4.3 Survival. Sections relating to ownership, confidentiality, limitations of liability, indemnification, and general provisions survive termination of this Agreement.

5. Confidential Information 5.1 Definition. "Confidential Information" means any proprietary or confidential information disclosed by one party to the other, including business processes, technical data, API implementation details, user data, and any information marked as confidential or that would reasonably be considered confidential.

5.2 Protection Obligations. Each party must protect the other party's Confidential Information using the same level of care used to protect its own confidential information, but no less than reasonable care. Confidential Information may only be disclosed to employees with a legitimate need to know and who are bound by confidentiality obligations.

5.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is publicly available through no breach by the receiving party; (b) was known before disclosure; (c) is independently developed; or (d) must be disclosed by law, provided the disclosing party receives advance notice when possible.

5.4 Return of Information. Upon termination or request, each party must return or destroy the other party's Confidential Information and confirm such return or destruction in writing.

6. Limited Representations and Warranties 6.1 Mutual Warranties. Each party represents that it has the authority to enter this Agreement and will comply with applicable laws in performing its obligations.

6.2 Disclaimer. THE API AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. SOPHIIE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOPHIIE DOES NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET YOUR REQUIREMENTS.

7. Indemnification Developer agrees to indemnify and hold harmless Sophiie from third-party claims arising from: (a) Developer's breach of this Agreement; (b) Developer's violation of laws or third-party rights; (c) Developer's Integration or use of the API; and (d) User Data or End User actions. Sophiie may assume control of the defense of any such claim at its own expense.

8. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOPHIIE'S LIABILITY FOR DAMAGES ARISING FROM THIS AGREEMENT IS LIMITED TO $100 OR THE AMOUNT PAID BY DEVELOPER TO SOPHIIE IN THE 12 MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER. SOPHIIE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS DO NOT APPLY TO BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS.

9. Miscellaneous 9.1 Assignment. Developer may not assign this Agreement without Sophiie's prior written consent. Sophiie may assign this Agreement without consent.

9.2 Independent Relationship. The parties are independent contractors. This Agreement does not create a partnership, joint venture, or employment relationship.

9.3 Compliance with Laws. Developer must comply with all applicable laws, including export control and sanctions laws, in connection with your use of the API.

9.4 Notices. All notices must be in writing and sent to the email addresses provided during registration or to support+developers@sophiie.ai for Sophiie.

9.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter hereof. Modifications must be in writing and signed by both parties.

9.6 Governing Law. This Agreement is governed by California law, excluding conflict of law principles. Any disputes must be resolved in the courts of San Francisco County, California.

9.7 Severability. If any provision is found unenforceable, the remainder of the Agreement continues in effect.

Last updated: August 05, 2025

For questions about these terms, contact support+developers@sophiie.ai.