ARTICLE 1: SERVICE OVERVIEW
1.1 Service Description. AI Outbound Agents is smrtPhone’s AI-powered outbound voice calling service that enables automated voice interactions initiated through the smrtPhone platform using artificial intelligence, telecommunications infrastructure, speech recognition, language processing, speech synthesis, recording, transcription, analytics, workflow automation, and related technology.
1.2 Scope. These Terms apply solely to outbound AI Agent functionality. AI Inbound Agent functionality is governed by the AI Inbound Agents Terms of Service. An AI Agent may be configured for both inbound and outbound operation, and smrtPhone may inject system-level context to identify the direction and permitted purpose of a particular call.
1.3 Beta and General Availability. The Service may initially be offered as a private, limited, pilot, preview, early-access, or beta service (collectively, “Beta Service”) and may later become generally available. During a Beta Service period, features, controls, eligibility requirements, limits, pricing, and technical behavior may change more frequently and the Service may contain errors or incomplete functionality. smrtPhone may limit, suspend, or discontinue a Beta Service at any time.
1.4 Call Model. At initial release, the Service is designed for individual, manually initiated calls and approved follow-up calls rather than bulk or campaign dialing. A Customer user may assign an individual call or follow-up to an AI Agent, and an inbound AI Agent may create or assign a follow-up to an outbound AI Agent. Unless smrtPhone expressly enables another workflow, the Customer or an authorized human user must initiate the first contact and outbound AI calls must originate from the Customer’s available follow-up records. Customer shall not use APIs, integrations, repeated assignments, or other means to recreate bulk or high-volume calling functionality that smrtPhone has not enabled.
1.5 Service Features. The Service may provide: (a) individual AI-powered outbound calls; (b) configurable personas, roles, prompts, knowledge bases, and business rules; (c) call transfer and human handoff; (d) voicemail handling; (e) SMS follow-up where enabled and approved under Section 3.16; (f) appointment and callback scheduling; (g) CRM updates, lead dispositions, follow-up records, task creation, and workflow triggers; (h) integrations with calendars and other third-party services; (i) call recording, transcription, summaries, sentiment and interaction analysis, fraud and abuse controls, and analytics; (j) compliance-event and risk-assessment functionality; and (k) APIs for approved call initiation or related functions.
1.6 Eligibility and Activation. The Service is available only to Customers with an active smrtPhone account in good standing and is subject to smrtPhone’s onboarding, identity verification, compliance review, beta eligibility, technical requirements, and approval. smrtPhone may require information about Customer’s business, calling purpose, contact sources, consent process, use case, agent configuration, and proposed workflows before or after activation. Before the Service is activated, Customer must accept these Terms and acknowledge the applicable privacy notices through the account interface, execute smrtPhone’s Outbound Consent Addendum, and provide the contact-source and consent information requested in it. Customer shall keep that information accurate and shall update it before using a new contact source or consent process.
1.7 Service Approval and Access. Customer has no entitlement to enable or continue using the Service. smrtPhone may approve, deny, limit, condition, suspend, or revoke access where smrtPhone reasonably determines that Customer’s use presents legal, regulatory, carrier, traceback, fraud, abuse, security, privacy, consumer-protection, platform, or reputational risk.
1.8 Relationship to Other Terms. These Terms supplement and are incorporated into smrtPhone’s generally applicable Terms and Conditions, Acceptable Use Policy, applicable telecommunications terms, order forms, and enterprise agreements. smrtPhone’s AI Privacy Notice and Privacy Policy describe how smrtPhone processes personal information and are not incorporated into these Terms. If there is a conflict, these Terms control solely with respect to the AI Outbound Agents Service, except that a negotiated agreement signed by an authorized smrtPhone officer may expressly supersede these Terms. These Terms do not apply to services provided under an Enterprise Custom Agent Agreement, which governs those services. The Outbound Consent Addendum executed by Customer under Section 1.6 controls over these Terms with respect to consent and compliance for outbound communications.
ARTICLE 2: SERVICE TERMS
2.1 Service Availability. smrtPhone shall use commercially reasonable efforts to provide the Service, subject to planned maintenance, emergency maintenance, Beta Service limitations, usage limits, third-party services, carrier networks, the public switched telephone network, internet connectivity, Customer systems, and circumstances beyond smrtPhone’s reasonable control.
2.2 Service Updates. smrtPhone may update, modify, replace, restrict, or discontinue any model, provider, feature, interface, prompt control, workflow, disclosure mechanism, risk rule, carrier route, API, integration, storage practice, pricing metric, or technical requirement. smrtPhone may implement changes immediately when reasonably necessary for legal compliance, security, fraud prevention, consumer protection, carrier requirements, provider requirements, or platform integrity.
2.3 Beta Service Disclaimer. BETA SERVICES ARE PROVIDED FOR EVALUATION AND LIMITED PRODUCTION USE AT CUSTOMER’S RISK. BETA SERVICES MAY BE INCOMPLETE, UNAVAILABLE, CHANGED WITHOUT NOTICE, OR DISCONTINUED. UNLESS EXPRESSLY STATED IN A SIGNED ORDER FORM, NO SERVICE LEVEL, SUPPORT RESPONSE TIME, FEATURE COMMITMENT, DATA-PRESERVATION COMMITMENT, OR GENERAL-AVAILABILITY DATE APPLIES TO A BETA SERVICE.
2.4 AI Technology Limitations. Customer acknowledges that the Service uses probabilistic artificial intelligence, speech recognition, speech synthesis, classification, and automated decision-support technology. The Service may misunderstand speech, misclassify intent, produce inaccurate or incomplete statements, omit material information, generate plausible but incorrect content, incorrectly update a record, fail to detect an opt-out or risk signal, or terminate or transfer a call unnecessarily.
2.5 No Guarantee of Accuracy or Outcome. smrtPhone does not warrant the accuracy, reliability, completeness, legality, suitability, conversion rate, business outcome, or regulatory sufficiency of any AI-generated response, transcript, summary, sentiment indicator, emotion indicator, fraud score, lead score, recommendation, disposition, consent flag, risk score, CRM update, or other output. Customer must independently review outputs before relying on them for material decisions or communications.
2.6 No Professional Advice or Binding Commitments. The Service does not provide legal, medical, mental-health, tax, financial, investment, insurance, immigration, government-benefits, or other regulated professional advice. AI Agents may not accept offers, form contracts, guarantee approvals, state binding prices, make binding purchase offers, waive rights, settle claims, determine legal rights, or otherwise bind Customer or smrtPhone. Customer shall route such matters to a qualified human representative.
2.7 Risk-Assessment and Safety Controls. smrtPhone may use consent data, internal suppression records, available registry checks, known-litigant indicators, call frequency, time-of-day information, contact history, conversation behavior, sentiment, fraud indicators, complaint data, carrier signals, and other factors to assign risk levels, block calls, restrict follow-ups, reduce call frequency, require human review, end an interaction, or take other protective action. These controls are supplemental safeguards only. A favorable score, completed check, available consent field, or permitted call does not constitute legal advice, approval, a warranty of compliance, or a determination that a call is lawful.
2.8 Third-Party Services. The Service relies on third-party providers of telecommunications, AI orchestration, speech recognition, language processing, speech synthesis, cloud hosting, storage, analytics, security, and integrations. smrtPhone does not control the underlying models, networks, provider availability, training data, routing decisions, or service changes. Customer authorizes smrtPhone and its providers to process Customer Data as necessary to provide, secure, and monitor the Service and, as provided in Section 3.23, to improve the Service, subject to these Terms and applicable privacy notices.
2.9 Support. smrtPhone provides support for the Service in accordance with its applicable support policies and any signed service-level agreement. Beta support may be limited and may require Customer to provide recordings, transcripts, configurations, prompts, logs, or other information reasonably needed to investigate an issue.
ARTICLE 3: CUSTOMER OBLIGATIONS
3.1 Eligibility and Authority. Customer and each authorized representative must be at least eighteen (18) years old and legally capable of entering into these Terms. If Customer is an entity, the individual accepting these Terms represents that the individual has authority to bind Customer. Customer is responsible for all users, administrators, agents, contractors, integrations, API credentials, and activity under Customer’s account.
3.2 Customer as Calling Party and Communication Sponsor. As between Customer and smrtPhone, Customer selects or supplies the called party, contact record, business purpose, timing, content, instructions, offers, follow-up logic, transfer destination, and legal basis for each outbound call or message. Customer is the calling party, seller, telemarketer, or campaign sponsor to the extent assigned by applicable law. smrtPhone provides technology and telecommunications functionality and does not supply Customer’s legal right to contact any person.
3.3 Lawful Contacts and Contact Sources. Customer may use only contact information that Customer lawfully possesses and is authorized to use. Contact records may originate from Customer’s existing smrtPhone Contacts page or may be imported by Customer. Customer is solely responsible for the source, accuracy, provenance, ownership, permissions, consent, age, and lawful use of all imported or synchronized contacts. smrtPhone does not verify that an uploaded list, CRM record, web lead, purchased lead, or transferred lead was lawfully obtained.
3.4 Consent and Legal Basis Before Calling. Customer shall not initiate, assign, request, or permit an AI outbound call, voicemail, or SMS unless Customer has obtained and can demonstrate every consent, authorization, exemption, established relationship, or other legal basis required for that communication. Customer shall apply the level and form of consent required for the number type, recipient, jurisdiction, call purpose, content, technology, and communication channel. Telemarketing, advertising, solicitation, lead-generation, or sales communications using an artificial or prerecorded voice may require prior express written consent. A prior human call, CRM entry, business relationship, or contact import does not by itself establish legally sufficient consent. Calls and follow-ups that include telemarketing, advertising, solicitation, or other marketing content (“Marketing Calls”) are subject to the additional requirements in Sections 3.7 and 3.15. Customer is responsible for ensuring that any call purpose, workflow, or designation Customer selects accurately reflects whether a call is a Marketing Call, and smrtPhone may treat a call as a Marketing Call where no designation has been made or where smrtPhone reasonably determines that the call’s content or purpose is marketing. A designation that a call is not a Marketing Call does not establish that the call is exempt from any legal requirement.
3.5 Consent Records and Call Blocking. Customer shall maintain complete, accurate, retrievable records supporting the right to contact each recipient. At a minimum, where applicable and available, records should include the recipient’s telephone number, seller or business name, consent language, timestamp, consent source, source URL, and relevant source metadata such as IP address. smrtPhone may require additional fields. The Service may block a call when required consent information is absent, incomplete, inconsistent, expired, or associated with elevated risk. The presence or validation of consent fields does not prove that consent is legally sufficient, authentic, transferable, or unrevoked.
3.6 Do-Not-Call, Do-Not-Text, and Suppression. Customer shall maintain and honor all applicable federal, state, account-level, company-specific, and recipient-specific do-not-call, do-not-text, opt-out, revocation, wrong-number, reassigned-number, and suppression obligations. smrtPhone maintains an account-wide suppression list that may prevent further calls or messages from the Customer account. Customer shall not remove, override, bypass, or circumvent a suppression designation unless Customer has a documented lawful basis, such as subsequent affirmative consent or correction of a bona fide error. smrtPhone may preserve the original suppression event and related metadata even if an active suppression status is later changed. smrtPhone retains suppression records, including records of do-not-call requests, for at least five (5) years from the date of the request, including after account cancellation.
3.7 Recipient Revocation and In-Call Opt-Out. Customer shall immediately honor any statement or conduct, made by any reasonable means, that applicable law treats as revocation or a request not to receive further calls or messages, and in any event within the time required by applicable law. On each Marketing Call, and on any other call for which applicable law requires it, the Service offers the recipient, within two (2) seconds after the identification disclosure described in Section 3.13, an automated means to opt out of further calls by voice or key press; when the recipient uses it, the Service adds the number to the account suppression list and ends the call. Where such a call reaches voicemail, the message provides a toll-free opt-out line through which the recipient may opt out of further calls. The AI Agent may also use semantic analysis to identify lack of interest, annoyance, revocation, or opt-out intent and may apologize, end the sales discussion, suppress the number, delay a follow-up, or decline further contact, and smrtPhone may review completed calls to identify opt-out requests that were not acted on during the call. Customer acknowledges that automated intent detection is not infallible and remains responsible for reviewing complaints and honoring all legally effective requests, including requests not captured by an automated rule or specific keyword, and for applying them to any other system or channel Customer uses to contact the recipient.
3.8 Registry and Screening Settings. The Service screens calls against Customer’s account-wide suppression list and does not currently screen against the National Do Not Call Registry, state do-not-call lists, or other external suppression sources. smrtPhone may offer additional screening options in the future. Customer is responsible for performing every screening required for Customer’s calls, including any required registry screening, and internal suppression screening alone may not be sufficient for Customer’s jurisdiction, purpose, or recipient. Customer shall not rely on the absence of a match as proof that a number may lawfully be called.
3.9 Calling Hours, Frequency, and Follow-Up Cadence. Customer shall comply with all applicable local-time calling windows, frequency limits, retry limits, cooling-off periods, abandonment restrictions, and recipient-specific instructions. smrtPhone may infer time zone from area code or other available data, but Customer is responsible for verifying recipient location where legally required. smrtPhone may impose or change frequency controls, including reducing repeated unanswered calls from short intervals to weekly or monthly intervals and discontinuing follow-ups where the recipient appears uninterested or unresponsive.
3.10 Wrong and Reassigned Numbers. Customer shall promptly suppress any number identified as wrong, reassigned, disconnected, or no longer associated with the intended recipient. The Service may not check a reassigned-number database in every release or workflow. Customer remains responsible for reassigned-number compliance and shall not continue calling after notice that a number is incorrect or reassigned.
3.11 Caller Identification and Brand Identity. Customer shall use only telephone numbers, caller names, company names, brands, agent names, and transfer destinations that Customer is authorized to use and that do not mislead recipients, carriers, providers, regulators, or law enforcement. Customer shall not spoof, manipulate, rotate, or misrepresent caller identification or impersonate a person, government agency, regulator, financial institution, healthcare provider, law firm, emergency service, or other entity. smrtPhone may review and reject an agent name, persona, brand, caller ID, or configuration.
3.12 Traceback, Carrier, and Regulatory Cooperation. Customer shall promptly and in good faith respond to requests from smrtPhone, an upstream provider, an authorized traceback administrator, a carrier, a regulator, or law enforcement concerning calls or messages made through the Service. Customer authorizes smrtPhone to disclose Customer identity, account information, call records, consent records, source information, routing information, content, and related data where reasonably necessary to investigate or respond to a complaint, traceback, carrier inquiry, provider escalation, legal process, or regulatory matter.
3.13 Mandatory AI, Identity, Recording, and Transcription Disclosures. The Service delivers standardized system-level disclosures on AI outbound calls. At the start of each call, the Service plays smrtPhone’s standard mandatory disclosure regarding the recording of the call and the use of artificial intelligence, and the AI Agent identifies the business responsible for initiating the call, as provided by Customer, at the beginning of the call immediately following that disclosure. During or after the call, the AI Agent provides a telephone number at which the recipient may contact Customer, including to make a do-not-call request. Customer shall provide an accurate business name for these disclosures and a callback telephone number that is not a premium-rate number and that allows a recipient to make a do-not-call request during regular business hours. Such disclosures are mandatory system-level features and may not be disabled, removed, modified, obscured, interrupted, contradicted, or circumvented by Customer. smrtPhone may update, localize, supplement, or change their content, timing, format, or delivery. Customer remains responsible for determining whether additional disclosures are required for Customer’s jurisdiction, industry, purpose, or offer. The Service’s delivery of a disclosure does not itself establish consent or legal compliance.
3.14 Mandatory Recording and Transcription. AI outbound calls are always recorded and transcribed while the AI Agent is active, and recording or transcription may not be disabled for the AI interaction. The Service may continue after delivering its disclosure without waiting for an affirmative verbal response unless smrtPhone implements a different workflow. If a recipient objects to recording, the Service will address the objection in a manner consistent with applicable law, which may include ending the AI interaction. Customer is solely responsible for using the Service only where recording, transcription, monitoring, and analysis are lawful and for ensuring that any transfer is handled under a lawful recording configuration.
3.15 Voicemail. Where enabled, the AI Agent may leave a voicemail, including promotional content. Customer is solely responsible for ensuring that the call and voicemail are supported by legally sufficient consent and comply with all identification, content, frequency, opt-out, do-not-call, artificial-voice, prerecorded-message, and other applicable requirements. Internal voicemail limits or risk controls do not create legal permission to leave a message. Voicemail messages left on Marketing Calls, and on other calls where applicable law requires it, include the identification and callback disclosures described in Section 3.13 and the toll-free opt-out line described in Section 3.7.
3.16 SMS Follow-Up. Where enabled, the Service may send an SMS follow-up connected to an AI interaction or follow-up record. SMS functionality is available only after Customer’s brand and messaging campaign registration, including A2P 10DLC registration where applicable, has been approved, and smrtPhone blocks SMS sending from Customer’s account until that approval is obtained. smrtPhone may suspend SMS functionality if a registration is rejected, suspended, or no longer accurately reflects Customer’s messaging. Customer is responsible for obtaining legally sufficient consent for the SMS channel, the content and timing of the message, required disclosures, and compliance with telecommunications and messaging rules. The Service adds a number to the account suppression list when it receives a STOP reply. Customer remains responsible for honoring any other legally effective revocation or opt-out request and for preventing further calls and messages where consent has been revoked.
3.17 Human Handoff and Transfers. Customer shall configure appropriate transfer destinations and ensure that human representatives are available where Customer represents that a handoff is available. Customer shall not trap a recipient in an automated interaction or prevent the recipient from ending the call. The AI Agent may transfer when requested, when a prohibited topic arises, when pricing, eligibility, legal rights, financing, approvals, or binding commitments are discussed, when comprehension repeatedly fails, or when smrtPhone’s safeguards require escalation.
3.18 Lead Qualification and Workflow Automation. The Service may classify, score, prioritize, or route contacts based on conversation content, motivation, timing, asking price, property condition, willingness to schedule, stated interest, follow-up timing, and other Customer-defined factors. Such outputs are workflow recommendations and may be inaccurate. Customer shall not use the Service as the sole or determinative basis for a consequential decision concerning housing access, tenancy, credit, lending, employment, education, insurance, healthcare, legal services, government benefits, or another legally protected opportunity.
3.19 Real Estate, Property Management, Solar, and Fair Housing. Customer may use the Service for approved real estate, property management, and solar-related workflows, subject to these Terms. Customer shall not configure or use an AI Agent to discriminate, steer, exclude, discourage, target, rank, or treat a person differently based on race, color, religion, sex, sexual orientation, gender identity, disability, familial status, national origin, source of income where protected, or any other protected characteristic. The AI Agent shall not determine tenant eligibility, housing availability, mortgage eligibility, financing eligibility, or access to housing. Customer shall not use emotion, sentiment, location, accent, language, or other proxies to facilitate unlawful discrimination or exploit a person’s distress, incapacity, or vulnerability.
3.20 Prohibited and Restricted Uses. Customer shall not use the Service for: (a) fraud, scams, phishing, credential theft, impersonation, social engineering, harassment, threats, or deception; (b) unlawful telemarketing or robocalling; (c) collection of payment-card data, account credentials, passwords, one-time codes, government identifiers, protected health information, or other sensitive data not expressly approved by smrtPhone; (d) emergency response, crisis intervention, suicide prevention, or public-safety communications; (e) professional advice described in Section 2.6; (f) unlawful discrimination or consequential decisions; (g) political, debt-collection, healthcare, lending, insurance, employment, education, legal-services, or other highly regulated use without smrtPhone’s prior written approval; (h) content or conduct that violates smrtPhone’s Acceptable Use Policy or provider requirements; or (i) any use that smrtPhone reasonably determines presents unacceptable risk.
3.21 Customer Content, Prompts, and Knowledge Bases. “Customer Content” means the contact data, prompts, scripts, personas, knowledge-base materials, instructions, and other content that Customer provides to the Service. “Customer Data” means Customer Content together with the recordings, transcripts, summaries, call records, outputs, and other data generated through Customer’s use of the Service. Customer is responsible for the accuracy, legality, completeness, and appropriateness of all contact data, prompts, scripts, personas, roles, knowledge-base materials, offers, claims, transfer rules, recommendations, instructions, and other Customer-provided content. Customer grants smrtPhone and its providers a nonexclusive license to host, reproduce, transmit, analyze, adapt, and process such content as necessary to provide, secure, monitor, support, and improve the Service. Customer shall not attempt to bypass or conflict with system-level instructions, disclosures, safety controls, compliance controls, restricted-topic rules, or risk controls.
3.22 Data Collected and Processed. The Service may collect and process: (a) full audio recordings; (b) transcripts, summaries, prompts, system instructions, model inputs and outputs, tool calls, dispositions, and CRM updates; (c) telephone numbers, caller identification, timestamps, duration, routing, transfers, voicemail events, SMS events, consent fields, suppression events, risk results, and other call-detail or compliance metadata; (d) Customer contact records, knowledge bases, configuration, calendars, CRM data, and integration data; and (e) sentiment and emotion indicators derived from transcripts or speech characteristics, speaker-separation, fraud, abuse, prompt-injection, and interaction signals.
3.23 Processing Purposes and Service Improvement. smrtPhone may process Customer Data to provide, operate, secure, monitor, troubleshoot, support, analyze, enforce, and improve the Service; perform risk assessment, fraud prevention, quality assurance, compliance logging, and the development and improvement of the Service; and respond to legal, carrier, provider, and regulatory matters. smrtPhone does not use Customer call content, whether identifiable or de-identified, to train or fine-tune any AI model and does not permit third-party providers to use Customer call content for such training. smrtPhone may use Customer Data to improve its own prompts, templates, risk rules, quality processes, and product functionality only after such Customer Data has been de-identified or aggregated so that it does not identify, and cannot reasonably be linked to, Customer, any call recipient, or any other individual. This requirement applies to all use of Customer Data for service-improvement or product-development purposes under these Terms, and such use remains subject to applicable law, Section 3.35, and smrtPhone’s privacy notices. Such improvements do not involve training or fine-tuning any AI model on Customer Data.
3.24 Retention and Deletion. Unless Customer deletes data earlier through available controls, smrtPhone retains Customer Data for as long as Customer’s account remains active. Within ninety (90) days after account cancellation, smrtPhone deletes, or renders irretrievably inaccessible, the Customer Data associated with the account, except that smrtPhone retains the following compliance records for five (5) years from their creation (or, for do-not-call and opt-out requests, from the date of the request), or for longer where required by applicable law: (a) do-not-call, opt-out, and other suppression records; (b) Customer consent certifications and lead-source declarations; (c) call-detail records and call metadata for outbound AI Agent calls, including records of the disclosures delivered and the opt-out requests processed; and (d) records of complaints, traceback requests, and related investigations. smrtPhone may also retain billing records, CPNI breach records, and data subject to a legal hold for the periods required by applicable law or the legal hold. Recordings and transcripts are retained beyond the ninety (90) day period only where needed in connection with a specific complaint, dispute, investigation, or legal hold. Deletion of a transcript or recording does not delete the related compliance records described in this Section. The end of a retention period does not, by itself, authorize renewed contact with a number that remains subject to an effective do-not-call or opt-out request.
3.25 Security. smrtPhone maintains commercially reasonable administrative, technical, and physical safeguards appropriate to the Service, including encryption of Customer Data at rest and encryption in transit through secure protocols, role-based access controls, and access restrictions. Customer is responsible for securing account credentials, API keys, user permissions, integrations, exported files, devices, and downstream systems. No security measure is infallible, and smrtPhone does not warrant that unauthorized access or data loss will never occur.
3.26 CPNI. The Service generates and processes Customer Proprietary Network Information (“CPNI”), including call-detail information, called and calling numbers, timing, duration, routing, and usage information. smrtPhone treats applicable information as CPNI, maintains logical separation between CPNI and other AI-service data where appropriate, restricts access based on role and business need, and processes CPNI in accordance with applicable federal requirements. Customer shall not use, disclose, market with, or provide access to CPNI except as permitted by law and the applicable Customer relationship.
3.27 Voice Data, Biometrics, and Interaction Analysis. smrtPhone does not create voiceprints, enroll voices, or use speaker identity recognition to identify a natural person, and emotion indicators are not used to identify any individual. The Service may use speaker diarization or speaker separation, transcript-based sentiment, sentiment or emotion indicators derived from speech characteristics, fraud scoring, suspicious-interaction detection, and related signals to operate and protect the Service. These signals are probabilistic, may be inaccurate, and shall not be treated as verified facts or used as the sole basis for consequential decisions. smrtPhone may end or restrict an interaction when suspicious or abusive behavior is detected and is not required to disclose internal thresholds or detection logic.
3.28 Sensitive Data. Customer shall not configure the Service to request or collect payment-card numbers, CVV codes, bank credentials, passwords, authentication codes, Social Security numbers, government identification numbers, detailed health information, biometric templates, information about children, or other sensitive personal information unless smrtPhone has expressly approved the use case in writing and appropriate legal and security controls are in place.
3.29 Privacy Rights and End-User Requests. As between Customer and smrtPhone, Customer is responsible for notices, lawful bases, consumer requests, and controller or business obligations relating to Customer’s contacts and call recipients. A recipient who seeks access, correction, deletion, restriction, or another privacy right concerning Customer-controlled data may be directed to Customer. Customer shall promptly cooperate with smrtPhone where smrtPhone reasonably requires information or action to respond to a valid request or legal obligation.
3.30 Third-Party Data Processing. Customer authorizes smrtPhone to engage third-party providers and to disclose or transmit Customer Data as reasonably necessary to provide the Service. Providers may include telecommunications carriers, AI orchestration providers, speech and language providers, cloud infrastructure providers, storage providers, security providers, and integration providers. smrtPhone uses United States-based infrastructure for primary production storage. Provider routing, support, security, or legal processing may be governed by the applicable provider terms and smrtPhone’s privacy notices. If and to the extent required by applicable privacy law, smrtPhone will notify Customer before engaging a new third-party provider to process Customer Personal Data (as defined in Section 3.35) and will give Customer an opportunity to object as provided by that law.
3.31 Emergency Service Limitations. AI Outbound Agents are not emergency services and cannot be relied upon to contact, replace, or coordinate with 911, public safety answering points, law enforcement, fire services, emergency medical services, crisis services, or first responders. Customer shall not use the Service where a failure, delay, misunderstanding, or unavailable transfer could cause death, bodily injury, property damage, or other serious harm. The AI Agent may instruct a person to contact emergency services and may attempt a configured human transfer, but no detection or transfer is guaranteed.
3.32 Compliance Review and Audit Rights. Upon request, Customer shall promptly provide information reasonably required to evaluate a call, complaint, traceback, risk signal, or compliance issue, including consent records, source URLs, consent language, contact-source documentation, CRM history, suppression records, reasons for suppression removal, prompts, scripts, agent instructions, call recordings, transcripts, and complaint-handling records. smrtPhone may set a response deadline appropriate to the urgency. Failure to cooperate is grounds for immediate restriction or suspension.
3.33 Incident and Complaint Notification. Customer shall promptly notify smrtPhone of any suspected unlawful calling, compromised account, fraudulent contact source, inaccurate consent data, recording complaint, privacy complaint, regulator inquiry, carrier notice, traceback request, threatened claim, security incident, or other matter that may affect the Service or smrtPhone. Customer shall preserve relevant evidence and cooperate with investigation and remediation.
3.34 smrtPhone Data-Incident Response. smrtPhone shall investigate confirmed or reasonably suspected unauthorized access to Customer Data and shall provide notifications required by applicable law, including applicable CPNI breach-notification requirements. Unless a signed agreement expressly provides otherwise, no contractual notification period applies beyond the period required by applicable law. Customer shall provide information and cooperation reasonably necessary for investigation, mitigation, notification, and remediation.
3.35 Service Provider and Processor Terms. Where smrtPhone processes personal information of call recipients or other individuals on Customer’s behalf in providing the Service (“Customer Personal Data”), smrtPhone acts as Customer’s service provider, contractor, or processor, as applicable, under applicable U.S. state privacy laws, and smrtPhone: (a) processes Customer Personal Data solely for the limited business purposes of providing AI outbound communications and related recording, transcription, workflow, security, compliance, support, and permitted service improvements, as further described in Section 3.23, in accordance with Customer’s documented instructions as reflected in these Terms and Customer’s configuration and use of the Service, and Customer discloses Customer Personal Data to smrtPhone solely for those purposes; (b) does not sell or share Customer Personal Data, as those terms are defined by applicable law; (c) does not retain, use, or disclose Customer Personal Data for any purpose other than those business purposes, or outside the direct business relationship between Customer and smrtPhone, except as permitted by applicable law, including to build or improve the quality of the Service to the extent permitted by the California Consumer Privacy Act and its implementing regulations; (d) does not combine Customer Personal Data with personal information that smrtPhone receives from or on behalf of another person, or collects from its own interactions with individuals, except as permitted by applicable law; (e) complies with its obligations under applicable privacy law and provides the level of privacy protection that such law requires; (f) ensures that each person authorized to process Customer Personal Data is subject to a duty of confidentiality; (g) engages third-party providers to process Customer Personal Data only under written contracts that impose obligations consistent with this Section; (h) taking into account the nature of the processing, provides Customer reasonable assistance in responding to individuals’ requests to exercise their rights, conducting any required data protection assessments, and meeting Customer’s security-incident notification obligations; (i) notifies Customer if smrtPhone determines that it can no longer meet its obligations under applicable privacy law; (j) upon Customer’s reasonable written request, makes available information reasonably necessary to demonstrate compliance with this Section, which smrtPhone may satisfy by providing a summary of its practices or a report of an independent assessment; and (k) deletes or returns Customer Personal Data at the end of the Service as described in Sections 3.24 and 6.7, except where retention is required or permitted by law. Customer may take reasonable and appropriate steps to ensure that smrtPhone uses Customer Personal Data in a manner consistent with Customer’s obligations under applicable privacy law and, upon notice to smrtPhone, to stop and remediate any unauthorized use. smrtPhone certifies that it understands and will comply with the restrictions in this Section.
ARTICLE 4: CONFIDENTIALITY
4.1 Confidential Information. “Confidential Information” means non-public business, technical, legal, security, compliance, pricing, product, customer, or operational information disclosed by one party to the other that is designated confidential or reasonably should be understood to be confidential, including prompts, system instructions, risk rules, fraud thresholds, agent configurations, consent reviews, and compliance investigations.
4.2 Protection and Use. Each receiving party shall use the other party’s Confidential Information only to perform or exercise rights under these Terms, protect it using at least reasonable care, and disclose it only to personnel, professional advisers, contractors, providers, or authorities who have a legitimate need to know and are subject to appropriate confidentiality obligations or legal duties.
4.3 Exclusions. Confidential Information does not include information that the receiving party can demonstrate: (a) is publicly available without breach; (b) was lawfully known without restriction before disclosure; (c) was received lawfully from a third party without confidentiality duty; or (d) was independently developed without use of the disclosing party’s Confidential Information.
4.4 Required Disclosure. A receiving party may disclose Confidential Information where required by law, legal process, carrier obligation, traceback process, or regulatory request. Where legally permitted and reasonably practicable, the receiving party shall provide notice and reasonable cooperation concerning protective treatment.
4.5 Publicity. smrtPhone may identify Customer as a customer only as permitted by the generally applicable Terms and Conditions or with Customer’s consent. smrtPhone shall not publish detailed information regarding Customer’s prompts, call content, risk results, or business workflow without Customer’s authorization, except in aggregated or de-identified form or as required by law.
ARTICLE 5: LIMITATION OF LIABILITY AND INDEMNIFICATION
5.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SMRTPHONE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, CARRIERS, AND PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, OR DATA; BUSINESS INTERRUPTION; REPUTATIONAL HARM; SUBSTITUTE-SERVICE COSTS; OR DAMAGES ARISING FROM CARRIER BLOCKING, SPAM LABELING, FAILED CALLS, AI OUTPUTS, TRANSCRIPTS, SUMMARIES, SENTIMENT OR EMOTION INDICATORS, RISK SCORES, FRAUD CONTROLS, MISSED OR INCORRECT OPT-OUTS, OR THIRD-PARTY SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.2 Liability Cap. EXCEPT AS PROVIDED IN SECTION 5.3, SMRTPHONE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SMRTPHONE FOR THE AI OUTBOUND AGENTS SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF CUSTOMER PAID NO FEES FOR THE SERVICE DURING THAT PERIOD, THE CAP IS ONE HUNDRED DOLLARS ($100). IN NO EVENT SHALL THE CAP EXCEED FIVE THOUSAND DOLLARS ($5,000).
5.3 Non-Excludable Liability. Sections 5.1 and 5.2 do not limit liability to the extent a limitation is prohibited by applicable law or for smrtPhone’s fraud, willful misconduct, gross negligence, death or personal injury caused by negligence where liability cannot be excluded, or knowing infringement of a third party’s intellectual property rights. Customer’s payment obligations, indemnification obligations, violations of Section 3, fraud, willful misconduct, misuse of the Service, and obligations concerning Customer Content are not subject to the cap in Section 5.2.
5.4 Customer Indemnification. Customer shall defend, indemnify, and hold harmless smrtPhone and its affiliates, officers, directors, employees, contractors, carriers, service providers, successors, and assigns (collectively, “smrtPhone Indemnitees”) from and against all claims, demands, complaints, investigations, civil investigative demands, subpoenas, traceback requests, carrier or provider assessments, actions, class actions, liabilities, statutory damages, fines, penalties, settlements, judgments, losses, costs, and reasonable attorneys’ fees arising out of or relating to: (a) Customer’s calls, voicemails, SMS messages, follow-ups, contact records, lead sources, consent practices, suppression practices, scripts, prompts, offers, representations, or instructions; (b) an alleged violation of the TCPA, Telemarketing Sales Rule, state mini-TCPA, do-not-call or do-not-text law, caller-ID law, recording or wiretap law, privacy law, biometric law, consumer-protection law, fair-housing law, anti-discrimination law, or other law caused by Customer’s use; (c) Customer’s failure to obtain, maintain, honor, or prove consent or revocation; (d) Customer’s removal or circumvention of suppression; (e) Customer Content or imported data; (f) Customer’s use of lead qualification, sentiment, emotion, fraud, or risk outputs; (g) Customer’s breach of these Terms; or (h) Customer’s fraud, negligence, willful misconduct, or unlawful use. Customer is not required to indemnify a smrtPhone Indemnitee to the extent a claim is caused by smrtPhone’s failure to perform the Platform functions allocated to smrtPhone under the Outbound Consent Addendum, such as delivering configured disclosures, capturing opt-outs, and applying Platform suppression controls, or by that indemnitee’s gross negligence, willful misconduct, or knowing violation of law.
5.5 Indemnification Procedure. smrtPhone shall provide reasonably prompt notice of an indemnified claim (a “tender”), except that delayed notice relieves Customer only to the extent Customer is materially prejudiced. Upon tender, Customer shall assume the defense of the claim from the date of tender using counsel reasonably acceptable to smrtPhone, and smrtPhone may participate with its own counsel at its own expense. Customer’s defense obligations are not subject to the cap in Section 5.2. Customer shall not settle a claim in a manner that admits wrongdoing by, imposes non-monetary obligations on, restricts, or fails to fully release a smrtPhone Indemnitee without smrtPhone’s prior written consent. smrtPhone may assume control where Customer fails to defend promptly or where a conflict, carrier relationship, platform risk, or request for injunctive relief reasonably requires separate control. smrtPhone retains control over its own responses to governmental or regulatory investigations or proceedings, and Customer’s indemnification obligations otherwise remain unaffected.
5.6 Allocation of Risk and Conspicuousness. CUSTOMER ACKNOWLEDGES THAT THE DISCLAIMERS, EXCLUSIONS, LIABILITY CAP, INDEMNITY, AND CUSTOMER RESPONSIBILITIES IN THESE TERMS ARE CONSPICUOUS, ARE AN ESSENTIAL BASIS OF THE BARGAIN, REFLECT THE PRICING AND BETA NATURE OF THE SERVICE, AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
ARTICLE 6: TERM, SUSPENSION, AND TERMINATION
6.1 Term. These Terms begin when Customer accepts them, activates the Service, or first uses the Service, whichever occurs first, and continue until terminated.
6.2 Preventive Suspension and Restriction. smrtPhone may immediately block a call, suppress a number, disable an agent, restrict a feature, suspend an integration, limit an API, freeze a workflow, or suspend all or part of the Service if smrtPhone reasonably identifies missing or unreliable consent, a suppression conflict, suspicious suppression removal, excessive frequency, known-litigant risk, complaint activity, spam labeling, carrier warning, traceback request, provider escalation, fraud, abuse, prompt injection, security risk, unlawful content, high-risk qualification, failure to cooperate, breach, or any other material risk. Suspension is a preventive measure and is not necessarily a final determination that Customer violated law or these Terms.
6.3 Beta Termination. smrtPhone may terminate or discontinue a Beta Service or Customer’s Beta access at any time, with or without cause or advance notice. Customer may stop using a Beta Service at any time. Unless otherwise stated in a signed order form, Customer is not entitled to continued Beta access, feature availability, migration, credits, refunds, or damages arising from discontinuation.
6.4 Termination for Cause. Either party may terminate for a material breach that remains uncured thirty (30) days after written notice, except that smrtPhone may terminate immediately for unlawful calling, fraudulent consent, repeated complaints, circumvention of safeguards, prohibited use, material security risk, nonpayment, carrier or provider requirement, regulatory direction, or conduct likely to cause material harm.
6.5 Termination for Convenience. Unless an applicable order form states otherwise, Customer may discontinue the Service through available account controls or written notice. smrtPhone may terminate generally available access on thirty (30) days’ notice, subject to immediate rights under Sections 6.2 through 6.4.
6.6 Effect of Termination. Upon termination, Customer shall stop using the Service, pay accrued amounts, preserve and honor all suppression and revocation obligations, and remain responsible for prior communications. smrtPhone may disable agents, APIs, integrations, and workflows. Customer shall export data before termination or during any export period smrtPhone makes available.
6.7 Post-Termination Data. Customer Data is deleted following account cancellation as described in Section 3.24, and the compliance and other records described in that Section are retained for the periods stated there. smrtPhone has no obligation to retain or restore Customer Data after the ninety (90) day period.
6.8 Survival. Provisions concerning payment, Customer responsibilities for prior calls, consent, suppression, data, CPNI, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and all provisions that by their nature should survive shall survive termination.
ARTICLE 7: PRICING AND PAYMENT
7.1 Service Fees. Customer shall pay all subscription, usage, AI, call-minute, telephone-number, carrier, recording, transcription, storage, messaging, integration, premium-provider, regulatory, and other fees applicable to the Service under smrtPhone’s published pricing, the Customer plan, or a signed order form.
7.2 Usage Measurement. Usage may be measured by call attempts, connected minutes, rounded minutes, AI-processing time, messages, recordings, storage, tool calls, provider usage, or other metrics disclosed in pricing or the platform. Customer is responsible for activity under Customer’s account, including calls or workflows initiated through APIs or integrations.
7.3 Payment Terms. Fees are due under smrtPhone’s generally applicable payment terms. smrtPhone may suspend or terminate the Service for nonpayment. Except as required by law or expressly stated in a signed agreement, fees are non-refundable and Customer is not entitled to a refund for a call blocked, terminated, transferred, labeled as spam, or restricted by a risk or compliance control.
7.4 Price Changes. smrtPhone may change pricing or usage metrics upon notice provided under the generally applicable Terms and Conditions or applicable order form. Continued use after the effective date constitutes acceptance, subject to any termination right provided in the applicable agreement.
ARTICLE 8: MISCELLANEOUS
8.1 Entire Agreement. These Terms, together with smrtPhone’s generally applicable Terms and Conditions, Acceptable Use Policy, applicable telecommunications terms, the Outbound Consent Addendum, order forms, and signed enterprise agreements, constitute the agreement concerning the Service and supersede prior communications concerning the Service.
8.2 Amendments. smrtPhone may amend these Terms to reflect changes in law, regulation, regulatory guidance, carrier or provider requirements, the Service, risk controls, pricing, or business practices. Material changes will be notified in the manner stated in the generally applicable Terms and Conditions. Continued use after the effective date constitutes acceptance. Amendments will not retroactively alter liability for events occurring before their effective date except where required by law.
8.3 Order of Precedence. The Outbound Consent Addendum controls over these Terms with respect to consent and compliance for outbound communications. A signed enterprise agreement or order form controls only to the extent it expressly identifies and supersedes a provision of these Terms. Otherwise, these Terms control for the Service; the generally applicable Terms and Conditions control for matters not addressed here; and the Acceptable Use Policy applies according to its subject matter.
8.4 Governing Law. These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs the interpretation and enforcement of any arbitration agreement to which it applies.
8.5 Dispute Resolution. (a) General Arbitration Framework. Except where a signed agreement expressly provides otherwise, disputes shall be resolved under the arbitration, class-action waiver, jury-trial waiver, small-claims, and related dispute provisions in smrtPhone’s generally applicable Terms and Conditions. (b) Delaware Rapid Arbitration Act. The Delaware Rapid Arbitration Act applies only where Customer has signed a written agreement with smrtPhone, such as the Outbound Consent Addendum or an order form, that expressly adopts it, and the dispute otherwise satisfies the requirements of 10 Del. C. Section 5803. In that case, the Delaware Rapid Arbitration Act and the Delaware Rapid Arbitration Rules adopted under it govern that dispute in place of the procedure described in Section 8.5(a), and the seat of arbitration is Delaware. In all other cases, Section 8.5(a) applies. (c) Ineligible Parties. The Delaware Rapid Arbitration Act does not apply to a dispute involving a consumer or another ineligible party. Such disputes remain subject to the generally applicable arbitration provisions and the Federal Arbitration Act to the extent enforceable. (d) Injunctive Relief. Either party may seek temporary or preliminary relief from a court of competent jurisdiction to protect confidential information, intellectual property, platform security, consumer safety, or compliance while arbitration is pending.
8.6 Class and Representative Proceedings. To the maximum extent permitted by law and subject to the generally applicable Terms and Conditions, disputes shall proceed only on an individual basis and not as a class, collective, consolidated, mass, representative, or private-attorney-general proceeding. Any issue concerning the enforceability of this waiver shall be decided as provided in the generally applicable arbitration terms and applicable law.
8.7 Severability. If any provision is invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or severed if modification is not possible. The remainder shall remain in effect. If a class-action waiver is held unenforceable for a particular claim, that claim shall proceed only in the forum required by applicable law, while enforceable claims remain subject to arbitration.
8.8 Assignment. Customer may not assign or transfer these Terms or the Service without smrtPhone’s prior written consent. smrtPhone may assign these Terms in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, change of control, or transfer of the Service. An attempted assignment in violation of this Section is void.
8.9 Notices. smrtPhone may provide notice by email to Customer’s account address, in-platform notification, or posting on the smrtPhone website. Notices from Customer shall be sent through the contact method designated in smrtPhone’s generally applicable Terms and Conditions or on the smrtPhone website. Customer is responsible for maintaining current contact information.
8.10 Force Majeure. smrtPhone is not liable for delay or failure caused by events beyond its reasonable control, including internet or carrier outages, provider failures, governmental action, legal changes, labor disputes, cyberattacks, denial-of-service events, natural disasters, public-health emergencies, war, terrorism, civil disorder, or failures of Customer systems.
8.11 Waiver. A waiver must be in writing and signed by the waiving party. Failure or delay to enforce a provision is not a waiver. A waiver on one occasion is not a waiver on another occasion.
8.12 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary, agency, employment, franchise, or exclusive relationship. Customer has no authority to bind smrtPhone.
8.13 No Third-Party Beneficiaries. Except for the smrtPhone Indemnitees expressly protected by Section 5.4, these Terms do not confer rights on any third party, including any call recipient, lead source, carrier, integration provider, or Customer user.
8.14 Electronic Acceptance. Customer’s click acceptance, account activation, order, API use, or use of the Service constitutes an electronic signature and agreement to these Terms. Customer acknowledges that the capitalized disclaimers, limitation provisions, indemnity, arbitration provisions, and customer-compliance obligations are conspicuous and material.
8.15 Customer Acknowledgment. BY USING THE SERVICE, CUSTOMER ACKNOWLEDGES THAT: (A) AI-GENERATED VOICES ARE TREATED AS ARTIFICIAL VOICES UNDER THE TCPA; (B) CUSTOMER IS RESPONSIBLE FOR THE LEGAL RIGHT TO INITIATE EACH CALL, VOICEMAIL, AND MESSAGE; (C) SMRTPHONE’S DISCLOSURES, CONSENT FIELDS, RISK SCORES, DNC CHECKS, FREQUENCY LIMITS, AND OTHER CONTROLS DO NOT GUARANTEE COMPLIANCE; (D) RECORDING AND TRANSCRIPTION ARE MANDATORY FEATURES OF AI CALLS; (E) AI OUTPUTS AND CLASSIFICATIONS MAY BE WRONG; (F) CUSTOMER MUST HONOR ALL REVOCATIONS AND SUPPRESSION REQUESTS; (G) CUSTOMER IS RESPONSIBLE FOR CUSTOMER CONTENT, CONTACT SOURCES, OFFERS, QUALIFICATION RULES, AND USE OF OUTPUTS; AND (H) CUSTOMER ACCEPTS THE DISCLAIMERS, LIABILITY LIMITS, INDEMNITY, SUSPENSION RIGHTS, AND DISPUTE PROVISIONS IN THESE TERMS.
END OF AI OUTBOUND AGENTS TERMS OF SERVICE