ARTICLE 1: BETA PROGRAM OVERVIEW
1.1 Beta Status. The AI Inbound Agents is currently offered as a BETA VERSION. Customer acknowledges that BETA VERSIONS are pre-release, experimental offerings that are still under development and may contain bugs, errors, defects, or deficiencies.
1.2 Scope. The Beta Program is limited to inbound AI Agent functionality only. Outbound AI Agent capabilities are not included in the Beta Program and are not available for use under these Beta Terms.
1.3 Purpose. The purpose of the Beta Program is to:
(a) Allow selected Customers to access and evaluate the AI Inbound Agents version prior to general availability;
(b) Gather feedback on feature functionality, usability, and performance;
(c) Identify and remediate defects and deficiencies; and
(d) Refine the AI Inbound Agents version for general availability release.
1.4 Eligibility. Participation in the Beta Program is by invitation only or through application and acceptance by smrtPhone. smrtPhone may accept or reject any application in its sole discretion. smrtPhone may limit the number of Beta Program participants or restrict participation based on industry vertical, account type, or other criteria.
1.5 Term. Customer’s participation in the Beta Program shall commence upon smrtPhone’s confirmation of enrollment and shall continue until the earlier of:
(a) smrtPhone’s release of the AI Inbound Agents version for general availability;
(b) smrtPhone’s termination of the Beta Program;
(c) smrtPhone’s termination of Customer’s participation in the Beta Program; or
(d) Customer’s withdrawal from the Beta Program.
ARTICLE 2: BETA-SPECIFIC TERMS
2.1 No Production Reliance. Customer acknowledges that the Beta Version is experimental and should not be relied upon for mission-critical or production use cases where failure or malfunction could result in significant business harm, regulatory liability, or harm to third parties.
2.2 Feature Changes. smrtPhone may, at any time and without prior notice:
(a) Modify, update, or change the functionality, features, or user interface of the Beta Version;
(b) Add or remove capabilities from the Beta Version;
(c) Suspend or discontinue the Beta Version entirely;
(d) Change technical specifications, APIs, or integration methods; or
(e) Reset, delete, or migrate Customer configurations, data, or settings.
smrtPhone shall use reasonable efforts to notify Customer of material changes, but is not obligated to do so.
2.3 Data Handling. Customer acknowledges that:
(a) Data generated or processed during the Beta Program may be used by smrtPhone to improve, debug, and develop the AI Inbound Agents versions and related AI Services;
(b) Data migration to the general availability version is not guaranteed, and Customer may need to reconfigure AI Agents upon general availability release;
(c) Call recordings and transcripts generated during the Beta Program will be retained in accordance with smrtPhone’s standard retention policies, subject to the limitations in Section 2.2(e); and
(d) Beta Program data may be stored in different infrastructure than general availability services.
2.4 No Warranty. THE BETA VERSION IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. IN ADDITION TO THE DISCLAIMERS IN THE AI LICENSING AGREEMENT AND THE TERMS, SMRTPHONE SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE BETA VERSION WILL BE FREE OF DEFECTS, ERRORS, BUGS, OR INTERRUPTIONS, OR THAT THE BETA VERSION WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. THE BETA VERSION MAY CONTAIN DEFECTS THAT MATERIALLY AFFECT FUNCTIONALITY AND PERFORMANCE.
2.5 No Service Level. The Beta Version is not subject to any service level agreement, uptime commitment, or performance guarantee. smrtPhone may suspend, interrupt, or discontinue the Beta Version at any time for maintenance, updates, or any other reason, with or without notice.
2.6 Support. Support for the Beta Version is provided on a best-efforts basis. smrtPhone does not guarantee any specific response time, resolution time, or support availability for Beta Version issues. smrtPhone may prioritize Beta Version support below support for generally available Services.
ARTICLE 3: CUSTOMER OBLIGATIONS
3.1 Compliance with AI Licensing Agreement. Customer’s use of the Beta Version is subject to all terms and conditions of the AI Agreement, including without limitation:
(a) Customer authorized representative is 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Beta Terms, and to abide by and comply with these Beta Terms. Otherwise (under 18 years of age) then do not use Our Site or Our Services.
(b) The person(s) entering these Beta Terms or establishing an account on behalf of any entity, warrant that are a duly-authorized employee of that entity with the power to bind that entity to these Beta Terms.
(c) Customer responsibilities for recording and AI disclosure (AI Licensing Agreement Article 3);
(d) Prohibited uses and limitations (AI Licensing Agreement Article 5);
(e) Data and intellectual property provisions (AI Licensing Agreement Article 6); and
(f) Human handoff requirements (AI Licensing Agreement Article 7).
3.2 Feedback. Customer agrees to:
(a) Provide reasonable feedback to smrtPhone regarding the Beta Version, including bug reports, feature suggestions, usability observations, and performance issues;
(b) Respond to reasonable surveys or inquiries from smrtPhone regarding Customer’s experience with the Beta Version;
(c) Promptly notify smrtPhone of any defects, errors, or unexpected behavior observed in the Beta Version; and
(d) Participate in reasonable calls or meetings with smrtPhone’s product or engineering teams to discuss Beta Version feedback, upon smrtPhone’s request.
Customer grants smrtPhone a perpetual, irrevocable, worldwide, royalty-free license to use any feedback provided under this Section 3.2 for any purpose without obligation to Customer.
3.3 Responsible Use. Customer agrees to:
(a) Use the Beta Version in good faith for legitimate business evaluation purposes;
(b) Not attempt to stress-test, overload, or abuse the Beta Versionin a manner that could affect other Beta Program participants or smrtPhone’s systems;
(c) Promptly discontinue use of any Beta Version functionality that smrtPhone identifies as problematic;
(d) Respond truthfully if a caller asks whether they are speaking with an AI system; and
(e) Not represent to callers or third parties that the Beta Version has capabilities or reliability that it does not have.
3.4 Acknowledgment of Risk. By participating in the Beta Program, Customer acknowledges and accepts that:
(a) The Beta Version may malfunction, produce incorrect outputs, or fail without warning;
(b) Customer may experience service interruptions, data loss, or other adverse effects;
(c) Customer’s use of the Beta Version is at Customer’s sole risk;
(d) Customer should have contingency plans in place for human handling of calls if the Beta Version fails or is discontinued; and
(e) smrtPhone shall have no liability for any damages arising from Customer’s participation in the Beta Program or use of the Beta Version, except as expressly set forth in Section 5.2.
ARTICLE 4: CONFIDENTIALITY
4.1 Confidential Information. The existence of the Beta Program, the features and functionality of the Beta Version, any non-public roadmap or release information shared by smrtPhone, and any feedback or communications between Customer and smrtPhone regarding the Beta Program constitute smrtPhone’s confidential information (“Beta Confidential Information”).
4.2 Non-Disclosure. Customer agrees to:
(a) Not disclose Beta Confidential Information to any third party without smrtPhone’s prior written consent;
(b) Not publicly discuss, blog about, or post on social media regarding the Beta Version or Beta Program without smrtPhone’s prior written consent;
(c) Not share screenshots, recordings, or demonstrations of the Beta Version with third parties without smrtPhone’s prior written consent;
(d) Limit internal disclosure of Beta Confidential Information to employees and contractors with a need to know for purposes of evaluating and using the Beta Version; and
(e) Use at least the same degree of care to protect Beta Confidential Information as Customer uses to protect its own confidential information, but in no event less than reasonable care.
4.3 Exceptions. The obligations in Section 4.2 shall not apply to information that:
(a) Is or becomes publicly available through no fault of Customer;
(b) Was known to Customer prior to receipt from smrtPhone without confidentiality obligation;
(c) Is independently developed by Customer without use of Beta Confidential Information; or
(d) Is required to be disclosed by law, regulation, or court order, provided that Customer provides smrtPhone with prompt written notice of such requirement (to the extent permitted by law) and cooperates with smrtPhone’s efforts to obtain a protective order.
4.4 Publicity. smrtPhone may identify Customer as a Beta Program participant in internal communications and may request Customer’s permission to use Customer’s name and logo in marketing materials relating to the AI Inbound Agents version following general availability. Customer is not obligated to grant such permission.
ARTICLE 5: LIMITATION OF LIABILITY
5.1 Enhanced Disclaimer. CUSTOMER ACKNOWLEDGES THAT THE BETA VERSION IS EXPERIMENTAL AND MAY CONTAIN MATERIAL DEFECTS. CUSTOMER’S USE OF THE BETA VERSION IS ENTIRELY AT CUSTOMER’S OWN RISK. SMRTPHONE SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER ARISING FROM OR RELATED TO CUSTOMER’S USE OF THE BETA VERSION, INCLUDING WITHOUT LIMITATION:
(a) SERVICE INTERRUPTIONS, OUTAGES, OR UNAVAILABILITY;
(b) DATA LOSS, CORRUPTION, OR BREACH;
(c) DEFECTS, ERRORS, OR BUGS IN THE BETA VERSION;
(d) INACCURATE, INCOMPLETE, OR INAPPROPRIATE AI AGENT OUTPUTS;
(e) CALLER COMPLAINTS, NEGATIVE REVIEWS, OR REPUTATIONAL HARM;
(f) LOST BUSINESS, REVENUE, OR OPPORTUNITIES;
(g) REGULATORY INVESTIGATIONS OR ENFORCEMENT ACTIONS; OR
(h) ANY OTHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
5.2 Maximum Liability Cap
NOTWITHSTANDING SECTION 5.1, IF SMRTPHONE IS FOUND LIABLE FOR ANY DAMAGES ARISING FROM THE BETA PROGRAM OR CUSTOMER’S USE OF THE BETA VERSION, SMRTPHONE’S TOTAL LIABILITY SHALL NOT EXCEED THE LESSER OF:
(a) THE AMOUNT THAT YOU HAVE PAID TO smrtPhone FOR THE BETA VERSION DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE OR ACCRUED; OR
(b) ONE THOUSAND DOLLARS ($1,000 USD).
For purposes of this Section 5.2:
(a) Amount Paid: “Amount paid” means all fees, charges, and payments actually paid by Customer to smrtPhone specifically for the Beta Version (including any AI Services fees attributable to Beta AI Agent usage) during the three (3) month period immediately preceding the date on which the claim arose or accrued. Amount paid does not include fees for underlying telephony services, phone numbers, or other Services not directly attributable to the Beta Version.
(b) Zero-Payment Periods: If no payments have been made for the Beta Version during the applicable three (3) month period (for example, if Customer is participating under the free minutes allowance in Section 7.1(b)), smrtPhone’s maximum liability shall be zero dollars ($0).
(c) Application of Cap: The cap is the lesser of (i) actual payments made for the Beta Version, or (ii) $1,000. For example:
- If Customer paid $2,000 for Beta Version usage over 3 months, cap = $1,000
- If Customer paid $500 for Beta Version usage over 3 months, cap = $500
- If Customer paid $0 for Beta Version usage over 3 months (free usage only), cap = $0
(d) Aggregate Cap: The liability cap set forth in this Section 5.2 is an aggregate cap applying to all claims arising from or related to the Beta Program, the Beta Version, and all Beta AI Agents, regardless of the number of claims, theories of liability, or claimants.
(e) Beta-Specific Reduction: Customer acknowledges that this liability cap is significantly lower than the cap applicable to generally available Services due to the experimental nature of the Beta Version and the enhanced risks associated with beta software participation.
5.3 Allocation of Risk and Essential Basis
THE LIMITATIONS AND EXCLUSIONS IN THIS ARTICLE 5 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES, THE EXPERIMENTAL NATURE OF THE BETA VERSION, AND THE DISCOUNTED PRICING PROVIDED UNDER ARTICLE 7. CUSTOMER ACKNOWLEDGES THAT:
(a) The Beta Version is offered at significantly reduced pricing (50% discount plus free minutes) in recognition of its experimental status and enhanced risk profile;
(b) smrtPhone’s liability limitations for the Beta Version are set in reliance upon the experimental nature of beta software and the understanding that beta participants accept elevated risk in exchange for early access and reduced pricing;
(c) The liability limitations are an essential basis of the bargain between the parties with respect to the Beta Program;
(d) smrtPhone would not offer the Beta Version under these Beta Terms without these liability limitations;
(e) The limitations will apply even if any limited remedy specified in these Beta Terms fails of its essential purpose;
(f) The limitations reflect a reasonable allocation of risk for experimental AI-powered telecommunications software, which involves inherent technological uncertainties, potential defects, and third-party dependencies; and
(g) Upon transition to general availability, the AI Inbound Agents version will be subject to the standard liability framework set forth in the AI Licensing Agreement, which provides a higher liability cap appropriate for production-grade services.
5.4 Statutory and Mandatory Exceptions
THE LIMITATIONS AND EXCLUSIONS IN THIS ARTICLE 5 SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. SPECIFICALLY, NOTHING IN THIS ARTICLE 5 SHALL LIMIT OR EXCLUDE LIABILITY FOR:
(a) Gross Negligence or Willful Misconduct: smrtPhone’s gross negligence, recklessness, or willful misconduct;
(b) Fraud: Fraud, fraudulent misrepresentation, or intentional misrepresentation by smrtPhone;
(c) Death or Personal Injury: Death or personal injury caused by smrtPhone’s negligence (to the extent such liability cannot be excluded under applicable law);
(d) Statutory Violations: Violations of laws that impose strict liability or statutory damages that cannot be contractually limited, including but not limited to:
- Telephone Consumer Protection Act (TCPA) violations caused by smrtPhone’s own actions;
- Customer Proprietary Network Information (CPNI) breaches caused by smrtPhone’s own violations of 47 C.F.R. § 64.2001 et seq.;
- Data breach notification failures under applicable state or federal law;
(e) Intellectual Property Infringement: smrtPhone’s infringement or misappropriation of third-party intellectual property rights (excluding claims arising from Customer Content or Customer instructions);
(f) Confidentiality Breaches: smrtPhone’s breach of confidentiality obligations under Article 4;
(g) Customer’s Payment Obligations: Customer’s payment obligations under these Beta Terms and the Terms.
ARTICLE 6: TERMINATION
6.1 Termination by smrtPhone. smrtPhone may terminate Customer’s participation in the Beta Program at any time, with or without cause, upon written notice (including email). Upon termination:
(a) Customer’s right to use the Beta Version shall immediately cease;
(b) Customer shall discontinue all use of the Beta Version;
(c) Customer’s obligations under Article 4 (Confidentiality) shall survive for a period of three (3) years; and
(d) smrtPhone may, in its sole discretion, migrate Customer’s configurations to the general availability version (if available) or delete such configurations.
6.2 Termination by Customer. Customer may withdraw from the Beta Program at any time by providing written notice to smrtPhone (including email). The effects of termination described in Section 6.1 shall apply.
6.3 Transition to General Availability. Upon release of the AI Inbound Agents version for general availability:
(a) These Beta Terms shall automatically terminate;
(b) Customer’s continued use of the AI Inbound Agents version shall be governed by the AI Licensing Agreement and the Beta Terms;
(c) smrtPhone shall use reasonable efforts to migrate Customer’s Beta configurations to the general availability version, but does not guarantee seamless migration; and
(d) Customer may be required to accept additional terms or re-configure AI Agents for the general availability version.
6.4 Survival. The following provisions shall survive termination of these Beta Terms: Articles 4, 5, and 6.4, and any other provisions that by their nature should survive termination.
ARTICLE 7: BETA PROGRAM PRICING
7.1 Beta Pricing.
During the Beta Program, the AI Inbound Agents version is offered at a discounted rate:
(a) Discounted Usage: Fifty percent (50%) off standard AI Services pricing during the Beta Program period.
(b) Free Minutes: The first one hundred (100) AI Agent minutes per month are provided at no charge per Customer account during the Beta Program.
(c) Standard Telephony Fees: Customer shall continue to pay standard fees for underlying telephony services and usage, including without limitation charges for inbound call minutes, phone numbers, and related Services as set forth in Customer’s applicable pricing plan.
The discounts described in this Section 7.1 apply only during the Beta Program and shall terminate upon the earlier of (i) the conclusion of the Beta Program, or (ii) the release of the AI Inbound Agents version for general availability.
7.2 Post-Beta Pricing. Following the Beta Program, the AI Inbound Agents version will be offered at smrtPhone’s then-current pricing. smrtPhone shall provide Customer with at least thirty (30) days’ notice of applicable post-Beta pricing prior to the conclusion of the Beta Program. Customer’s continued use of the AI Inbound Agents version after transition to general availability constitutes acceptance of the then-current pricing.
ARTICLE 8: MISCELLANEOUS
8.1 Entire Agreement. These Beta Terms, together with the AI Branded Agent Licensing Agreement, constitute the entire agreement between the parties regarding Customer’s participation in the Beta Program and supersede all prior or contemporaneous communications regarding the Beta Program.
8.2 Amendments. smrtPhone may amend these Beta Terms at any time by posting revised terms and by providing written notice to Customer. Customer’s continued participation in the Beta Program following such notice constitutes acceptance of the amended Beta Terms. This amendment mechanism is an integral part of the agreement contemplated by Section 8.1.
8.3 Relationship to AI Licensing Agreement. Except as expressly modified by these Beta Terms, the AI Agreement remains in full force and effect and governs Customer’s use of the Beta Version. In the event of conflict, these Beta Terms shall control.
8.4 Governing Law and Dispute Resolution. These Beta Terms are governed by the laws of the State of Delaware. Any disputes arising from these Beta Terms shall be resolved in accordance with the arbitration provisions and procedures stated in Delaware Rapid Arbitration Act.
ARTICLE 9: CUSTOMER ACKNOWLEDGMENT
By participating in the Beta Program, Customer acknowledges that it has read, understood, and agrees to be bound by these Beta Terms, including without limitation:
(a) The Beta Version is experimental and may contain material defects (Section 1.1)
(b) The Beta Program is limited to inbound AI Agents only (Section 1.2)
(c) smrtPhone may modify or discontinue the Beta Version at any time (Section 2.2)
(d) Customer should not rely on the Beta Version for mission-critical use cases (Section 2.1)
(e) No warranty or service level applies to the Beta Version (Sections 2.5, 2.6)
(f) Customer accepts the enhanced limitation of liability (Article 5)
(g) Customer will maintain confidentiality regarding the Beta Program (Article 4)
(h) Customer will provide reasonable feedback to smrtPhone (Section 3.2)
