Terms of Service

1. Definitions

"Services" means our AI voice agent, call handling, messaging, workflow automation, routing, appointment booking, payment collection, outbound calling, integrations, APIs, web widgets, dashboards, software, tools, documentation, and related services we make available. "Client Data" means any data, contact lists, phone numbers, names, recordings, transcripts, prompts, scripts, templates, caller ID information, content, files, messages, branding, instructions, and other materials submitted, uploaded, transmitted, or otherwise made available by you or on your behalf through the Services. "Order Form" means any ordering document, checkout page, pricing page, proposal, invoice, quote, or other commercial document referencing these Terms. "Usage" means all consumption of call minutes, message volume, AI processing, recordings, storage, numbers, integrations, seats, credits, or other metered or billable activity. "Callrix Numbers" means telephone numbers, sender IDs, short codes, long codes, toll-free numbers, local presence numbers, or similar identifiers provisioned by or through Callrix or its providers. "Third-Party Services" means any carrier, telecom provider, cloud platform, transcription provider, AI model provider, payment processor, CRM, calendar, messaging gateway, or other third-party product or service used with the Services. "Consumer" means a natural person using the Services primarily for personal, family, or household purposes, but only where Callrix expressly permits such use. "Business Customer" means any Client using the Services for business, commercial, professional, organisational, or enterprise purposes.

2. Business Use; Eligibility

2.1 The Services are primarily offered for business and commercial use. Consumer use is not permitted unless Callrix expressly authorises it.

2.2 If you are accepting these Terms on behalf of an entity, you represent and warrant that you have full authority to bind that entity.

2.3 If you are an individual accepting these Terms, you represent that you are at least 18 years old and legally capable of entering into a binding agreement.

2.4 We may refuse service, reject registration, or suspend or terminate any account that we reasonably believe is being used for unlawful, prohibited, deceptive, or unauthorised purposes.

3. Service Scope; No Legal, Regulatory, or Professional Advice

3.1 The Services are technology tools that may assist with inbound and outbound communications, lead qualification, routing, scheduling, information collection, payment capture, and related workflows.

3.2 Callrix does not provide legal advice, regulatory advice, telemarketing compliance advice, privacy advice, carrier compliance advice, insurance advice, financial advice, healthcare advice, debt collection advice, or any other professional advice.

3.3 Any scripts, settings, templates, workflows, prompts, sample disclosures, opt-out wording, default rules, campaign structures, recommendations, or assistance we provide are for operational convenience only and do not constitute legal advice or a representation of compliance.

3.4 You are solely responsible for determining whether your use of the Services is lawful in each jurisdiction, industry, and use case.

3.5 We do not guarantee deliverability, connection rates, answer rates, conversions, appointments, sales, leads, collections, revenue, compliance outcomes, or any other business result.

4. Client as Sender; Sole Responsibility for Communications Compliance

4.1 As between the parties, you are solely responsible for all communications initiated, placed, transmitted, sent, or caused to be sent through your account or on your behalf using the Services.

4.2 As between the parties, you are the sole seller, sender, initiator, caller, telemarketer, campaign sponsor, and party responsible for recipient targeting, consent, disclosures, opt-outs, suppression, recordkeeping, and campaign legality.

4.3 You are solely responsible for compliance with all applicable federal, state, local, and international laws, regulations, rules, carrier requirements, industry codes, and self-regulatory standards relating to your use of the Services, including without limitation laws governing telemarketing, robocalls, artificial or prerecorded voice calls, SMS and MMS, caller ID, do-not-call lists, call recording and monitoring, privacy, data protection, consumer protection, unfair or deceptive acts or practices, electronic communications, advertising, healthcare, insurance, financial services, debt collection, employment, minors, and regulated industries.

4.4 Without limiting the foregoing, you are solely responsible for compliance with all requirements that may apply to your use of the Services under the Telephone Consumer Protection Act, FCC rules, the Telemarketing Sales Rule, the National Do Not Call Registry, state telemarketing laws, state mini-TCPA laws, state call recording laws, state privacy laws, unfair or deceptive trade practice laws, and any comparable laws.

5. Accounts, Security, and Authority

5.1 You must provide accurate and complete registration, billing, and contact information and keep it current.

5.2 You are responsible for all activity occurring under your account, including activity by employees, contractors, agents, and third parties acting with or without your permission using your credentials or environment.

5.3 You must maintain reasonable administrative, technical, and physical safeguards for your systems, credentials, endpoints, and integrations.

5.4 You must promptly notify us of any suspected unauthorised access, misuse, or security incident affecting your account or Client Data.

5.5 You are responsible for all acts and omissions of anyone you authorise or permit to access the Services.

6. Campaign Compliance Program; Activation Conditions

6.1 As a condition of using any outbound calling, texting, ringless voicemail, prerecorded, artificial voice, AI voice, drop, sequencing, automated workflow, or call recording feature, Client must establish, maintain, and comply with a documented campaign compliance program reasonably acceptable to Callrix.

6.2 Callrix may require, before enabling any campaign or functionality, a completed campaign compliance packet, including: (a) campaign purpose and industry; (b) whether the campaign is consumer, mixed-use, or B2B only; (c) jurisdictions targeted; (d) source of all leads and phone numbers; (e) sample consent language and capture flow; (f) scripts, disclosures, and opt-out language; (g) evidence of do-not-call scrubbing and suppression logic; (h) time-zone rules and calling windows; (i) caller ID plan; (j) recording and AI disclosure plan; (k) designated compliance contact; and (l) any other information Callrix requests.

6.3 Callrix may review, reject, conditionally approve, request revisions to, delay, restrict, suspend, or revoke any campaign or feature at any time in its sole discretion.

6.4 Callrix has no duty to verify legality, completeness, adequacy, or accuracy of your compliance program, campaign packet, scripts, consent chain, list sources, or practices.

6.5 You must promptly update your campaign compliance materials whenever laws, campaign purpose, scripts, lead sources, consent flows, vertical, geography, or use cases change.

6.6 Upon request, you must promptly provide documentary proof of compliance, including consent records, disclosures, screenshots, URLs, lead source contracts, call recordings, transcripts, suppression logs, and internal compliance procedures.

6.7 Callrix may impose stricter controls than applicable law requires, including narrower call windows, state blocking, campaign throttling, mandatory disclosures, opt-out standardisation, sector bans, recording restrictions, or prior review requirements.

7. Consent, Revocation, Do-Not-Call, Suppression, and State Campaign Controls

7.1 You are solely responsible for obtaining, maintaining, refreshing, and proving all consent, prior express consent, prior express written consent, invitation, permission, notice, and other authorisation required by applicable law for each communication.

7.2 You must maintain a complete consent record for each contact sufficient to prove legality, including the capture source, date and time, method, language presented, page or form used, phone number, IP address or comparable digital evidence where applicable, and all later revocations or updates.

7.3 You must maintain, scrub against, and honour all applicable: (a) federal and state do-not-call lists; (b) internal do-not-call lists; (c) entity-specific suppression lists; (d) opt-out requests; (e) revocations of consent; and (f) reassigned-number, wrong-party, and deceased-party suppression records.

7.4 To the maximum extent permitted by law, and as a contractual minimum standard for use of the Services, any reasonable opt-out, stop request, do-not-call request, revocation of consent, complaint, or equivalent communication received through any call, text, recording, channel, workflow, or number associated with you shall be treated by you as applying to all substantially related future communications by or on behalf of you, across all campaigns, numbers, channels, and workflows, unless you have documented and lawful grounds to treat the request more narrowly.

7.5 You must configure campaigns so that contacts are excluded where: (a) consent is missing, expired, revoked, unprovable, or incomplete; (b) the contact is on any relevant do-not-call or suppression list; (c) the jurisdiction is blocked or unsupported; (d) the campaign falls into a regulated vertical without an approved addendum; or (e) Callrix directs you to suppress or block the contact or campaign.

7.6 You must not upload, use, purchase, rent, share, or otherwise use any list unless you have independently verified that such list may lawfully be used for the intended campaign and can be lawfully contacted using the selected technology and message type.

7.7 If you designate a campaign as B2B, you represent and warrant that the target numbers are business numbers used for business purposes and that the campaign is not directed to consumers, personal mobile numbers used primarily for personal purposes, or mixed-use consumer contacts unless all applicable consumer-law requirements are satisfied.

7.8 You must retain all campaign compliance records for at least five (5) years after the last communication in the campaign or such longer period as applicable law requires.

8. Operational Telemarketing Controls

8.1 Unless Callrix expressly approves otherwise in writing, you must configure outbound campaigns to use the called party's local time.

8.2 Unless stricter rules apply, you must not place telemarketing calls or texts outside the campaign window designated by Callrix for that campaign. Callrix may set a stricter default window than applicable law.

8.3 You must ensure scripts include all disclosures required by applicable law, including seller identity, commercial purpose, recording disclosure, AI or prerecorded voice disclosure where required, and an effective opt-out mechanism where applicable.

8.4 You must not use abandoned-call, dead-air, ringless voicemail, callback, retry, or voicemail-drop settings in a manner that violates applicable law, carrier rules, or Callrix settings.

8.5 You must use accurate caller ID information and must not spoof, mislead, conceal identity unlawfully, or use misleading local presence.

8.6 You must promptly suspend any campaign that produces complaints, opt-out anomalies, carrier blocking, legal notices, abnormal answer rates, or other indicators of non-compliance or consumer harm.

9. State-by-State Compliance; Recording and AI Notice

9.1 You are solely responsible for determining, before any communication is sent or placed, what federal, state, local, and international laws apply based on the called party's location, the number called, the campaign purpose, the industry, the message type, the use of AI or prerecorded voice, and any recording or monitoring functionality.

9.2 If recording, monitoring, transcription, summarisation, sentiment analysis, or AI-assisted review is enabled, you are solely responsible for determining whether notice or consent is required and for delivering legally sufficient notice and obtaining legally sufficient consent before any recording or monitoring occurs.

9.3 If you use an AI-generated, cloned, synthetic, modified, or otherwise non-human voice, you are solely responsible for all disclosure, notice, consent, publicity-rights, and other legal requirements that may apply.

9.4 If you cannot confidently determine that a campaign, state, message type, or recording configuration is compliant, you must not activate it through the Services.

9.5 Callrix may, in its sole discretion, block specific states, campaigns, workflows, use cases, scripts, recording functions, or message types unless and until you satisfy any additional requirements requested by Callrix.

10. Restricted and Prohibited Uses

10.1 You may not use the Services for, in connection with, or to support: (a) illegal, fraudulent, deceptive, misleading, unfair, abusive, harassing, or defamatory activity; (b) impersonation without lawful authority; (c) phishing, malware, spyware, scraping, credential theft, or data harvesting; (d) hate, violence, extremism, terrorism, or threats; (e) adult or sexual services; (f) gambling or sweepstakes that are unlawful or non-compliant; (g) pyramid, MLM, or get-rich-quick schemes; (h) deceptive lead generation; (i) unlawful debt collection; (j) emergency services, 911, or life-critical communications; (k) collection, use, or sale of data about minors in violation of law; (l) unlawful political outreach, robocalling, or election-related messaging; or (m) any activity that violates carrier rules, registry rules, platform rules, or third-party terms.

10.2 You may not use the Services in the following high-risk or regulated categories without our prior written approval and any required addendum: (a) healthcare or protected health information; (b) health diagnosis or treatment communications; (c) debt collection; (d) legal services; (e) financial products or services; (f) investment or securities promotions; (g) insurance sales, claims, or servicing; (h) credit repair; (i) background screening; (j) employment screening; (k) student or education records; (l) children's data; (m) government services; (n) law enforcement; (o) political campaigns; (p) cannabis, firearms, or other regulated goods.

10.3 We may refuse, restrict, suspend, or terminate any use case that we determine, in our sole discretion, presents elevated legal, regulatory, carrier, reputational, abuse, or fraud risk.

11. Regulated Verticals; Separate Addenda Required

11.1 You may not use the Services for any healthcare, health-information, medical, patient, financial services, lending, insurance, debt collection, legal services, or other regulated use case unless: (a) Callrix has approved the use case in writing; (b) the applicable vertical addendum has been fully executed; (c) you have completed all onboarding gates required by Callrix; and (d) you remain in compliance with the addendum and any implementation requirements.

11.2 Callrix may refuse any vertical, require additional diligence, require human-in-the-loop controls, restrict features, or revoke approval at any time.

11.3 No approval is implied by usage, technical enablement, discussion, pilot access, support assistance, or payment.

12. Orders, Fees, Billing, Taxes, and No Refunds

12.1 Fees are as set out in the applicable Order Form, invoice, pricing page, or checkout flow.

12.2 Unless otherwise stated, all fees are in U.S. dollars and exclusive of all taxes, duties, levies, withholdings, and governmental charges.

12.3 You are responsible for all applicable sales, use, excise, telecom, communications, value-added, withholding, and similar taxes, except taxes based on our net income.

12.4 If any withholding applies, you will gross up payments so that we receive the full amount due.

12.5 Subscriptions automatically renew for successive monthly or annual terms, as applicable, unless cancelled before renewal in accordance with these Terms or the applicable Order Form.

12.6 All fees are non-cancellable and non-refundable except where non-waivable law expressly requires otherwise.

12.7 We may charge your saved payment method for all fees, Usage, overages, credits, taxes, chargebacks, reversals, pass-through carrier fees, and other amounts due.

12.8 If payment fails, we may immediately suspend the Services without notice.

12.9 Usage overages, auto top-ups, prepaid credits, included allowances, expiry rules, and reset dates are governed by the applicable Order Form or pricing page.

12.10 We may change pricing, overage rates, usage methodology, included allowances, or packaging at any time, with changes applying prospectively to renewals or future Usage unless otherwise stated.

13. Numbers, Messaging Assets, and Third-Party Services

13.1 Callrix Numbers, messaging assets, and related identifiers provided by or through us remain under our control or the control of our providers unless we expressly agree otherwise in writing.

13.2 You acquire no ownership interest in any Callrix Number.

13.3 We may change, replace, reassign, block, or reclaim any Callrix Number or messaging asset at any time where required by law, carrier policy, provider instruction, operational need, complaint history, risk management, suspension, or termination.

13.4 Any porting, transfer, or release of numbers is solely at our discretion unless required by law.

13.5 The Services depend on Third-Party Services. We are not responsible for downtime, policy changes, blocking, filtering, fees, delays, suspensions, or failures caused by Third-Party Services.

13.6 We may disable integrations, revoke tokens, rotate keys, or restrict workflows at any time for security, compliance, or operational reasons.

14. Data, Privacy, and Processing

14.1 You represent and warrant that you have all rights and lawful bases necessary to provide Client Data to us and to authorise our processing of Client Data to provide the Services.

14.2 You are solely responsible for your privacy notices, consent language, collection practices, deletion workflows, data subject request handling, retention rules, and cross-border transfer compliance.

14.3 We may process, host, store, transmit, and back up Client Data in the United States and other jurisdictions where we or our providers operate.

14.4 We may access, preserve, use, and disclose Client Data and account information as reasonably necessary to: (a) provide the Services; (b) enforce these Terms; (c) investigate suspected misuse; (d) prevent fraud, spam, abuse, or security incidents; (e) comply with law, legal process, or governmental request; and (f) protect our rights, users, providers, or the public.

14.5 We may use aggregated, anonymised, de-identified, or system-level metadata for analytics, product improvement, benchmarking, abuse prevention, security, and operations.

14.6 We will not use your recordings, transcripts, or other Client content to train general models for unrelated customers unless we expressly agree with you in writing.

14.7 We may retain logs, billing records, support records, security records, audit records, transcripts, and other operational data for so long as we reasonably determine necessary for business, legal, compliance, evidentiary, enforcement, or archival purposes.

14.8 Unless we expressly agree in writing, no data processing addendum, business associate agreement, or other regulated-data addendum is included.

14.9 If your use case requires a BAA, DPA, or other regulated-data addendum, you must not use the Services for that use case until the required addendum is fully executed by us.

15. Confidentiality

15.1 Each party receiving Confidential Information from the other will use it only as necessary to perform or exercise rights under these Terms and will protect it using reasonable care.

15.2 Confidential Information does not include information that: (a) is or becomes public through no breach; (b) was already lawfully known; (c) is lawfully received from a third party without duty of confidentiality; or (d) is independently developed without use of the other party's Confidential Information.

15.3 We may disclose your Confidential Information to our affiliates, providers, subcontractors, insurers, financiers, acquirers, auditors, and advisers subject to appropriate confidentiality obligations.

15.4 We may identify you as a customer and use your name and logo in customer lists, presentations, and marketing materials unless you opt out in writing.

16. Intellectual Property

16.1 Callrix and its licensors retain all right, title, and interest in and to the Services, software, workflows, prompts, scripts, models, voices, interfaces, APIs, documentation, branding, and all related intellectual property rights.

16.2 Any custom scripts, prompts, voices, automations, integrations, workflows, templates, or configurations that we create, configure, or improve are owned exclusively by Callrix unless we expressly agree otherwise in writing.

16.3 You retain ownership of Client Data, subject to the licences granted in these Terms.

16.4 You grant us and our providers a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display, modify, and use Client Data as necessary to provide, maintain, secure, improve, and support the Services and enforce these Terms.

16.5 You may not, and may not permit others to: (a) copy, reproduce, modify, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services; (b) resell, white-label, lease, sublicense, distribute, or commercially exploit the Services except as expressly permitted in writing; (c) benchmark or publicly compare the Services without our prior written consent; (d) bypass or circumvent Usage limits, security controls, or access restrictions.

16.6 Any feedback, suggestions, ideas, or improvement requests you provide may be used by us without restriction or compensation.

17. Copyright and DMCA Policy

17.1 We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable laws, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.

17.2 If you believe that any content hosted or transmitted through the Services infringes your copyright, please submit a written notification to our Designated Copyright Agent at rez@callrix.ai (or another address we may designate).

17.3 Your notice must include: (a) a physical or electronic signature of a person authorised to act on behalf of the copyright owner; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing and where it is located; (d) your contact information, including address, telephone number, and email; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorised to act on the copyright owner's behalf.

18. AI Outputs and Service Limitations

18.1 AI-generated outputs may be incomplete, inaccurate, misleading, offensive, or unsuitable for your use case.

18.2 You are solely responsible for reviewing, approving, and taking responsibility for all AI-generated scripts, summaries, messages, recommendations, decisions, routing outcomes, bookings, and actions.

18.3 The Services are not designed to provide legal, medical, financial, insurance, tax, clinical, emergency, or other professional advice.

18.4 You must not rely on the Services where failure, delay, hallucination, misrouting, misrecognition, false transcription, or inaccurate output could create material harm, bodily injury, regulatory exposure, or legal liability.

18.5 You acknowledge that legal requirements governing AI-generated voices, telemarketing, consent, revocation, caller identification, state privacy, consumer protection, and call recording are evolving. You assume all risk arising from changes in law, enforcement priorities, judicial interpretations, and regulator guidance affecting your use of the Services.

19. Suspension and Termination

19.1 You may cancel your subscription as stated in the applicable Order Form or pricing flow. Unless otherwise stated, cancellation takes effect at the end of the then-current paid term.

19.2 We may suspend or terminate immediately, with or without notice, if we reasonably believe: (a) you breached these Terms; (b) your use presents legal, regulatory, carrier, provider, fraud, abuse, or reputational risk; (c) we receive a complaint, subpoena, regulator inquiry, provider notice, or lawful request concerning your account; (d) payment is overdue or chargebacks occur; or (e) your use threatens the security, integrity, or availability of the Services.

19.3 Callrix may suspend, throttle, block, or terminate any campaign, account, number, workflow, script, voice, integration, or feature immediately, with or without notice, if Callrix believes, in its sole discretion, that: (a) you have not provided sufficient proof of consent or compliance; (b) a campaign may violate any telemarketing, privacy, recording, consumer protection, or sector-specific law; (c) complaints, blocking, or regulator attention indicate elevated risk; (d) you are operating in a restricted or unapproved vertical; or (e) continuing to provide the Services could expose Callrix or its providers to legal, carrier, reputational, operational, or commercial risk.

19.4 During suspension, we may block calls, messages, recordings, access, dashboards, numbers, integrations, web widgets, and APIs.

19.5 On termination: (a) your licence ends immediately; (b) access to the Services may be disabled; (c) numbers and messaging assets may be reclaimed or blocked; (d) integrations may be revoked; (e) unpaid fees and accrued Usage become immediately due; and (f) we may delete or retain Client Data in accordance with these Terms and our retention practices.

19.6 We have no obligation to maintain or provide any Client Data after termination, except to the extent required by law or expressly agreed in writing.

20. Disclaimers

20.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

20.2 WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, OR RESULTS.

20.3 WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, TIMELY, COMPLIANT WITH ANY LAW, OR COMPATIBLE WITH ANY PARTICULAR PROVIDER, CARRIER, DEVICE, CRM, WORKFLOW, OR USE CASE.

20.4 WE DO NOT WARRANT THAT ANY COMMUNICATION WILL BE DELIVERED, CONNECTED, ANSWERED, RECORDED, TRANSCRIBED, OR PROCESSED CORRECTLY.

20.5 NO INFORMATION OR ADVICE PROVIDED BY CALLRIX CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

21. Limitation of Liability

21.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALLRIX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, REPUTATION, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALLRIX WILL NOT BE LIABLE FOR ANY CLAIM, LOSS, DAMAGE, FINE, PENALTY, ASSESSMENT, INVESTIGATION COST, SETTLEMENT, OR EXPENSE ARISING OUT OF OR RELATING TO: (a) your contact lists; (b) your consent practices; (c) your scripts, prompts, messages, recordings, or disclosures; (d) your do-not-call compliance; (e) your opt-out handling; (f) your caller ID practices; (g) your regulated-industry use; (h) your privacy notices or privacy compliance; (i) your call recording compliance; (j) your use of AI voices; (k) your use of third-party data; or (l) any communication made through or in connection with your account.

21.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CALLRIX FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (a) USD $1,000; or (b) THE FEES PAID BY YOU TO CALLRIX FOR THE SERVICES IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

21.4 THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF WHETHER A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

21.5 Nothing in these Terms limits liability to the extent such limitation is prohibited by non-waivable law.

22. Client Indemnity; Duty to Defend

22.1 You will defend, indemnify, and hold harmless Callrix, its affiliates, subcontractors, telecom providers, cloud providers, model providers, licensors, officers, directors, employees, and agents from and against any and all claims, demands, complaints, investigations, enforcement actions, penalties, fines, judgments, settlements, losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your campaigns, lists, scripts, prompts, recordings, messages, workflows, or outputs; (b) actual or alleged failure to obtain, maintain, or prove consent; (c) actual or alleged violation of do-not-call, revocation, opt-out, caller ID, recording, privacy, advertising, debt collection, healthcare, insurance, financial services, legal services, or other applicable laws; (d) any consumer, recipient, regulator, state attorney general, carrier, or provider complaint related to your use of the Services; (e) any sector-specific use; (f) Client Data; or (g) your breach of these Terms.

22.2 This duty includes the duty to defend Callrix from claims under or relating to the TCPA, FCC rules, FTC telemarketing rules, state telemarketing laws, state mini-TCPA statutes, state recording laws, privacy laws, unfair or deceptive practices laws, rights of publicity laws, Regulation F, HIPAA-related claims, insurance telemarketing rules, and similar claims, to the maximum extent permitted by law.

22.3 Callrix may assume exclusive control of the defence and settlement of any matter subject to indemnification, at your expense. You may not settle any claim involving Callrix without Callrix's prior written consent.

23. Dispute Resolution; Arbitration; Class Action Waiver

23.1 Before starting arbitration or court proceedings, the claiming party must send a written notice of dispute describing the claim, facts, and requested relief. The parties will attempt to resolve the dispute informally for forty-five (45) days after receipt of the notice.

23.2 Either party may bring an individual claim in small claims court if the claim qualifies and remains on an individual basis only.

23.3 Except for claims eligible for small claims court, claims for injunctive or equitable relief relating to misuse of intellectual property, confidential information, account security, fraud, or unauthorised access, and claims to collect unpaid fees, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by final and binding arbitration.

23.4 This arbitration agreement is governed by the Federal Arbitration Act.

23.5 Arbitration shall be administered by JAMS. For Business Customers, the arbitration shall proceed under the JAMS Comprehensive Arbitration Rules. For any claimant who is a Consumer or where consumer arbitration standards are legally required, the arbitration shall proceed under the applicable JAMS consumer rules and minimum standards to the extent required by law.

23.6 The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, formation, or scope of this arbitration provision, including any claim that all or any part of this provision is void or voidable, except that a court of competent jurisdiction may determine the enforceability of the class action waiver in Section

23.9 and any mass arbitration batching provision to the extent required by law.

23.7 Unless the parties agree otherwise, arbitration shall be conducted remotely by video, telephone, written submissions, or at a location selected by JAMS consistent with its applicable rules. The seat of arbitration shall be Wilmington, Delaware.

23.8 The arbitrator may award only the same individual relief that a court could award to the individual party seeking relief and only to the extent necessary to resolve that party's individual claim.

23.9 TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, COORDINATED, CONSOLIDATED, MASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.

23.10 To the maximum extent permitted by law, if twenty-five (25) or more similar claims are asserted by or with the assistance of the same or coordinated counsel and arise from the same or substantially similar facts, those claims shall be administered in staged batches of up to twenty-five (25) claimants each, in the order selected by JAMS, with one arbitrator per batch, and no batch shall proceed until the prior batch has concluded or otherwise resolved, unless the parties agree otherwise.

23.11 If consumer arbitration standards apply by law, Callrix will pay arbitration fees to the extent required by the applicable JAMS consumer standards. Otherwise, fees shall be allocated under the applicable JAMS rules and as awarded by the arbitrator.

23.12 A natural-person subscriber who is using the Services as a Consumer may opt out of this arbitration provision by sending written notice to Callrix within thirty (30) days after first accepting these Terms. Business entities and business-use subscribers have no opt-out right unless Callrix expressly agrees in writing.

23.13 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE PERMITTED TO PROCEED IN COURT.

23.14 If the class action waiver in Section

23.9 is held unenforceable as to a particular claim or request for relief, then that claim or request for relief shall proceed in court and shall be stayed pending completion of arbitration of the remaining claims. If the batch arbitration provision in Section

23.10 is held unenforceable, the remaining arbitration provisions shall still apply to the maximum extent permitted by law.

23.15 Unless prohibited by law, the existence of the arbitration, submissions, rulings, and award shall be confidential except as necessary to enforce the award or comply with law.

24. Governing Law

24.1 These Terms and any dispute between the parties are governed by the laws of the State of Delaware, excluding its conflict-of-laws principles.

24.2 Subject to Section 23, the state and federal courts located in Delaware will have exclusive jurisdiction, and each party submits to those courts for any action permitted to proceed in court.

25. Force Majeure

We are not liable for any delay, failure, degradation, suspension, blocking, or unavailability caused by events beyond our reasonable control, including carrier outages, telecom filtering, provider actions, cloud failures, internet failures, DDoS, fraud events, governmental action, labour disputes, natural disasters, war, civil unrest, public health events, power outages, or supply shortages.

26. Changes to the Services and Terms

26.1 We may modify, suspend, or discontinue any part of the Services at any time.

26.2 We may update these Terms from time to time. Updated Terms are effective upon posting or upon any later date stated in the update.

26.3 Your continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms.

27. Assignment and Subcontracting

27.1 You may not assign or transfer these Terms or any rights under them without our prior written consent.

27.2 We may assign, novate, transfer, or subcontract these Terms or any rights or obligations under them, in whole or in part, without restriction, including in connection with an affiliate transaction, financing, sale, merger, restructuring, or acquisition.

28. Notices

28.1 You must send legal notices to rez@callrix.ai and any other address we designate in writing.

28.2 We may provide notices to you by email, through the Services, through your account, or by any contact information associated with your account.

28.3 Notices are deemed given when sent.

29. Miscellaneous

29.1 These Terms, together with any Order Form and incorporated policies, are the entire agreement between the parties and supersede all prior or contemporaneous understandings relating to the Services.

29.2 If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in full force.

29.3 No waiver is effective unless in writing. A failure to enforce any provision is not a waiver.

29.4 The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary duty, employment, or franchise relationship.

29.5 For entity-identification purposes, Callrix AI LTD is organised under the laws of Israel.

29.6 Any claim by you arising out of or relating to the Services or these Terms must be brought within one (1) year after the claim arose, or it is permanently barred, to the maximum extent permitted by law.

29.7 Sections that by their nature should survive termination will survive, including payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnities, dispute resolution, and general provisions.

29.8 Except as expressly stated, these Terms create no third-party beneficiary rights.

Schedule 1 - Healthcare / Patient Communications Addendum

• You must not use the Services with Protected Health Information, patient-identifiable health data, or healthcare workflows unless and until a separate written healthcare addendum and, where applicable, a Business Associate Agreement are executed.
• You must complete a healthcare onboarding questionnaire, security review, approved use-case review, and script review before activation.
• You must not use the Services for emergency triage, diagnosis, treatment decisions, medication instructions, clinical advice, crisis response, or any urgent or life-critical communication.
• You must ensure all healthcare scripts, disclosures, recording settings, consent flows, and scheduling logic are legally compliant and professionally approved.
• Callrix may require encryption settings, role-based access controls, limited retention, human review, or functionality restrictions as a condition of approval.
• You remain solely responsible for HIPAA, state health privacy laws, professional licensing laws, medical advertising laws, patient consent laws, and record-retention laws.

Schedule 2 - Finance and Insurance Addendum

• You must not use the Services for lending, mortgage, payments, financial advice, securities, wealth management, insurance sales, underwriting, claims, premium collection, suitability determinations, or policy servicing unless approved in writing.
• You must complete a licensing and supervision attestation and provide any disclosures, compliance policies, and review procedures requested by Callrix.
• You must not use AI outputs as the sole basis for advice, suitability, underwriting, claims decisions, adverse action, binding coverage, premium changes, or legally significant decisions.
• You remain solely responsible for all applicable financial privacy, insurance, telemarketing, licensing, advertising, disclosure, and recordkeeping obligations.
• Callrix may require human approval steps, script locks, recording restrictions, logging, or narrower campaign settings.

Schedule 3 - Debt Collection Addendum

• You must not use the Services for first-party or third-party debt collection, collections reminders, payment recovery, repossession communications, or collection-related outreach unless approved in writing.
• You must complete a debt-collection compliance attestation and provide scripts, call rules, frequency controls, cease-communication logic, disclosure language, and complaint procedures before activation.
• You must not use the Services to threaten, harass, mislead, misrepresent amounts owed, misstate legal status, obscure collector identity, or otherwise engage in conduct prohibited by applicable debt collection laws.
• You must configure the Services so that disputes, cease requests, attorney representation notices, bankruptcy notices, deceased-party notices, and wrong-party notices are escalated and suppressed immediately.
• You remain solely responsible for compliance with federal and state debt collection laws and all call, text, voicemail, disclosure, and timing restrictions.

Schedule 4 - Legal Services Addendum

• You must not use the Services for the delivery of legal advice, legal conclusions, deadline calculation, conflict clearance, privilege determinations, client instructions, or jurisdiction-specific legal analysis unless approved in writing and supervised by appropriately licensed counsel.
• You must complete a legal-services onboarding review and provide approved scripts and escalation rules.
• You must ensure all legal-service communications are reviewed and supervised in compliance with professional conduct rules and advertising rules.
• You remain solely responsible for privilege, confidentiality, legal ethics, client intake compliance, unauthorised-practice-of-law restrictions, and applicable state bar rules.
• Callrix does not provide legal services and does not assume any professional duty to your prospects, clients, or contacts.