AI INBOUND AGENTS TERMS OF SERVICE

Last updated: February 25, 2026

These AI Inbound Agents Terms of Service ("Terms") govern Customer's use of smrtPhone's AI Inbound Agents service ("AI Inbound Agents" or "Service"). In the event of any conflict, these Terms shall control solely with respect to Customer's use of the AI Inbound Agents Service.

ARTICLE 1: SERVICE OVERVIEW

1.1 Service Description. AI Inbound Agents is smrtPhone’s AI-powered inbound call handling service that enables automated voice interactions with callers using artificial intelligence technology.

1.2 Scope. These Terms apply to inbound AI Agent functionality. Outbound AI Agent capabilities, if and when available, may be subject to separate or additional terms.

1.3 Service Features. The AI Inbound Agents Service provides:

(a) Automated AI-powered voice interactions for inbound calls;

(b) Call routing, screening, and scheduling capabilities;

(d) Customizable AI Agent configurations and knowledge bases; and

(e) Call recording, transcription, and analytics.

1.4 Eligibility. The AI Inbound Agents Service is available to all smrtPhone Customers with an active account in good standing, subject to smrtPhone’s standard onboarding and verification procedures.

1.5 Service Activation. Customer’s use of the AI Inbound Agents Service shall commence upon activation through the smrtPhone platform and acceptance of these Terms.

ARTICLE 2: SERVICE TERMS

2.1 Service Availability. smrtPhone shall use commercially reasonable efforts to maintain the availability of the AI Inbound Agents Service.

2.2 Service Updates. smrtPhone may, from time to time:

(a) Update, enhance, or modify the functionality, features, or user interface of the Service;

(b) Add new capabilities to the Service;

(d) Perform maintenance that may temporarily affect Service availability.

smrtPhone shall use reasonable efforts to provide advance notice of material changes or scheduled maintenance that may affect Service availability.

2.3 Data Handling. Customer acknowledges that:

(a) Data generated or processed through the AI Inbound Agents Service may be used by smrtPhone to improve, optimize, and develop the Service and related AI Services, subject to the limitations in Section 3.5(d);

(b) Call recordings and transcripts generated through the Service will be retained in accordance with smrtPhone’s standard retention policies and any applicable data retention settings configured by Customer; and

2.4 Warranty. smrtPhone warrants that it will provide the AI Inbound Agents Service in a professional and workmanlike manner consistent with industry standards for AI-powered voice services, subject to the AI technology limitations set forth in Section 2.5. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

2.5 AI Technology Limitations.

(a) Probabilistic Technology. Customer acknowledges that the AI Inbound Agents Service utilizes large language models and other artificial intelligence technologies that are inherently probabilistic. AI-generated responses are based on statistical patterns and may not be accurate, complete, or appropriate in all circumstances.

(b) No Guarantee of Accuracy. smrtPhone does not warrant or guarantee the accuracy, reliability, or completeness of any AI-generated response, transcript, summary, or other output. AI outputs may contain errors, omissions, or inaccuracies, including responses that appear plausible but are factually incorrect.

(c) No Professional Advice. The AI Inbound Agents Service does not provide and is not a substitute for professional advice of any kind, including medical, legal, financial, tax, insurance, or immigration advice. AI Agent responses on such topics are prohibited by smrtPhone’s system-level controls, but no technical safeguard is infallible.

(d) No Emergency Services. The AI Inbound Agents Service cannot connect callers to emergency services, including 911. The AI Agent is designed to detect emergency situations and instruct callers to hang up and dial 911, but no automated system can guarantee detection in every circumstance. Customer acknowledges that the Service is not suitable for applications where failure to detect an emergency could result in harm.

(e) No Binding Commitments. The AI Agent cannot make legally binding commitments, accept offers, guarantee approvals, or obligate Customer in any way. Any statements by the AI Agent that appear to create binding obligations are not authorized and are not binding on Customer or smrtPhone.

(f) Third-Party AI Providers. The AI Inbound Agents Service relies on third-party artificial intelligence service providers for speech recognition, language processing, and speech synthesis. While smrtPhone exercises reasonable care in selecting and integrating these providers, smrtPhone does not control the underlying AI models, their training data, or their inherent limitations. Changes or updates to third-party AI models may affect Service performance.

(g) Customer Responsibility. Customer is responsible for reviewing AI-generated information, including call summaries, transcripts, and CRM updates, before relying on such information for business decisions or customer communications. Customer shall not represent AI Agent outputs as verified, professional, or authoritative information without independent confirmation.

2.6 Support. smrtPhone provides support for the AI Inbound Agents Service in accordance with smrtPhone’s standard support policies as published on smrtPhone’s website.

ARTICLE 3: CUSTOMER OBLIGATIONS

3.1 Eligibility and Authorization.

(a) Age Requirement. Customer’s authorized representative must be eighteen (18) years of age or older and fully competent to enter into these Terms. Individuals under eighteen (18) years of age may not use the AI Inbound Agents Service.

(b) Entity Authorization. If Customer is an entity, the person accepting these Terms represents and warrants that they are a duly authorized representative of such entity with full power and authority to bind the entity to these Terms.

(c) Compliance Obligations. Customer’s use of the Service is subject to all terms and conditions of these Terms, including without limitation:

(i) Responsible use requirements (Section 3.2);

(ii) Recording and AI disclosure requirements (Section 3.3);

(iii) Prohibited uses and limitations (Section 3.4);

(iv) Data and intellectual property provisions (Section 3.5);

(v) Telecommunications data and biometric provisions (Section 3.6);

(vi) Third-party data processing provisions (Section 3.7);

(vii) Human handoff requirements (Section 3.8); and

(viii) Emergency service limitations (Section 3.9).

3.2 Responsible Use. Customer agrees to:

(a) Content Accuracy. Customer is responsible for the accuracy and completeness of all content provided to smrtPhone for use in the AI Agent, including prompts, knowledge base materials, business information, and any other Customer-provided inputs. smrtPhone is responsible for the proper implementation of system-level controls that govern AI Agent behavior. Neither party guarantees the accuracy of AI-generated responses, which are subject to the AI technology limitations set forth in Section 2.5.

(b) Not attempt to stress-test, overload, or abuse the Service in a manner that could affect other customers or smrtPhone’s systems;

(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 Service has capabilities or reliability that it does not have.

3.3 Recording and AI Disclosure.

(a) smrtPhone’s Obligations. smrtPhone shall implement and maintain automated recording disclosure and AI disclosure mechanisms that play at the beginning of each AI Agent call. These disclosures are enforced at the system level and cannot be disabled by Customer. smrtPhone may modify the content, format, and delivery of disclosure scripts at any time to reflect changes in applicable law, regulatory guidance, or industry best practices.

(b) Customer’s Obligations. smrtPhone’s automated disclosures are intended to address recording and AI notification requirements under US federal and state law. Customer is responsible for determining whether smrtPhone’s standard disclosures are sufficient for Customer’s specific jurisdiction, industry, and use case. If Customer’s legal obligations require additional or different disclosures, Customer shall notify smrtPhone in writing.

(c) Shared Responsibility. smrtPhone provides the disclosure technology and standard scripts. Customer provides the legal judgment about whether those disclosures meet Customer’s specific obligations. Neither party is solely responsible for the other party’s compliance failures.

3.4 Prohibited Uses and Limitations.

(a) Emergency Services. AI Agents shall not be used for emergency response, crisis intervention, suicide prevention, or any situation requiring immediate connection to emergency services (911), law enforcement agencies, fire departments, emergency medical services (EMS), public safety answering points (PSAPs), or other first responders. AI Agents cannot connect to emergency services or public safety entities.

(b) Professional Advice. AI Agents shall not provide:

(i) Medical, health, or mental health advice, diagnosis, or treatment recommendations;

(ii) Legal advice, contract interpretation, or litigation guidance;

(iii) Financial, investment, tax, or accounting advice;

(iv) Immigration advice or government benefits eligibility determinations; or

(v) Insurance coverage determinations or claims advice.

(i) Payment card information (credit card numbers, CVV, expiration dates);

(ii) Government identification numbers (Social Security numbers, passport numbers, driver’s license numbers);

(iii) Protected health information beyond minimal scheduling details; or

(iv) Financial account numbers or credentials.

(d) Binding Commitments. AI Agents shall not make legally binding commitments on behalf of Customer, including accepting offers, guaranteeing approvals, or entering contracts.

(e) Discrimination. AI Agents shall not engage in discrimination based on race, color, national origin, religion, sex, familial status, disability, or any other protected class under applicable law.

(f) Illegal Activities. AI Agents shall not be used for any illegal purpose, including fraud, impersonation, harassment, or unauthorized data collection.

3.5 Data Collection, Processing, and Retention.

(a) Data Collected. In connection with the AI Inbound Agents Service, smrtPhone collects and processes the following categories of data:

(i) Audio Data: Full audio recordings of all AI Agent calls. Recording is always-on and cannot be disabled while the AI Agent is active;

(ii) Text Data: Real-time transcripts, AI-generated call summaries, prompt logs, and structured data extracted for CRM integration;

(iii) Metadata: Call detail records (caller ID, dialed number, call duration, timestamps), compliance event logs (disclosure played, consent state, transfer attempts, guardrail triggers), and configuration metadata (agent version, prompt version, model version).

(b) Processing Purposes. smrtPhone processes Customer data for the following purposes: (i) enabling the AI Agent to understand and respond to callers; (ii) compliance enforcement, including recording disclosure, consent logging, and audit trail maintenance; (iii) CRM integration as configured by Customer; and (iv) quality monitoring and service improvement.

(c) Prohibited Processing. smrtPhone shall not: (i) use Customer data to train AI models; (ii) sell, rent, or share Customer data with third parties for marketing or data brokerage purposes; or (iii) use one Customer’s data to benefit another Customer.

(d) Data Retention. Call recordings and transcripts are retained for ninety (90) days by default. Customer may configure retention between thirty (30) and three hundred sixty-five (365) days through the platform settings. Compliance event logs and call detail records are retained for a minimum of ninety (90) days. CRM updates are controlled by Customer’s own CRM retention settings. smrtPhone may update default retention periods from time to time; current retention periods are available in smrtPhone’s documentation. Upon expiration of the applicable retention period, data is automatically and irreversibly deleted.

(e) Data Security. All Customer data is encrypted at rest using industry-standard encryption and in transit using TLS 1.2 or higher. Customer data is stored on US-based cloud infrastructure.

(f) Privacy Policy. smrtPhone’s collection, use, and disclosure of personal information is further described in smrtPhone’s Privacy Policy, available at [URL].

3.6 Telecommunications Data and Biometric Information.

(a) CPNI. The AI Inbound Agents Service generates and processes Customer Proprietary Network Information (“CPNI”) as defined under FCC rules (47 CFR § 64.2000 et seq.), including call detail records, caller and callee phone numbers, call duration, call routing information, and usage patterns. smrtPhone handles CPNI in accordance with applicable FCC requirements, including:

(i) CPNI is accessible only to authorized personnel with a legitimate business need;

(ii) smrtPhone does not use CPNI for marketing purposes without Customer’s explicit consent;

(iii) smrtPhone maintains role-based access controls and audit logging for all CPNI access;

(iv) In the event of a CPNI breach, smrtPhone will comply with the breach notification requirements of 47 CFR § 64.2011 (as amended from time to time), including notification to applicable law enforcement agencies and affected customers within the timeframes required by applicable regulation. smrtPhone maintains a Data Incident and Breach Notification Policy governing its breach response procedures.

(b) Customer Data Obligations. smrtPhone maintains CPNI protections as a telecommunications service provider. Customer is responsible for its own compliance with applicable privacy and data protection laws regarding Customer’s callers and end users, including obtaining any required consents for call recording and AI processing as described in Section 3.3.

(c) Voice Recordings and Biometric Data. Audio recordings of AI Agent calls may constitute biometric identifiers under certain state laws, including the Illinois Biometric Information Privacy Act (BIPA), the Texas Capture or Use of Biometric Identifier Act (CUBI), and similar state legislation. Customer is responsible for determining whether its use of the AI Inbound Agents Service triggers biometric data obligations in Customer’s jurisdiction(s), including any requirements for informed consent, disclosure, or data retention limitations. smrtPhone does not use voice recordings for biometric identification, voiceprint analysis, or speaker recognition purposes.

(d) No Biometric Processing. smrtPhone does not extract, analyze, or store biometric templates or voiceprints from call recordings. Voice recordings are processed solely for transcription (speech-to-text conversion) and compliance purposes as described in Section 3.5.

(e) Business Customer Authentication. Customer represents that it is subscribing to the AI Inbound Agents Service for business purposes. Customer acknowledges that, as a business customer with access to a dedicated account representative, the CPNI authentication procedures applicable to Customer’s account are established in accordance with 47 C.F.R. § 64.2010(g). smrtPhone authenticates Customer access to CPNI through secure account login with credentials and, where applicable, multi-factor authentication, or such other commercially reasonable authentication method as smrtPhone may implement from time to time.

3.7 Third-Party Data Processing.

(a) Third-Party Providers. To deliver the AI Inbound Agents Service, smrtPhone engages third-party service providers that process Customer data on smrtPhone’s behalf, including providers of: AI orchestration services; speech recognition and transcription services; language processing services; speech synthesis services; telephony and telecommunications services; and cloud infrastructure and storage services.

(b) Provider Obligations. smrtPhone requires that each third-party provider: (i) process Customer data only as necessary to provide its designated service; (ii) maintain security measures consistent with industry standards; (iii) not use Customer data for its own purposes, including AI model training; (iv) process Customer data within the United States; and (v) be bound by data processing agreements imposing obligations no less protective than those in these Terms.

(c) smrtPhone Responsibility. smrtPhone exercises commercially reasonable oversight of its third-party providers’ data handling practices.

3.8 Human Handoff Requirements.

(a) Transfer Availability. Customer shall ensure that a human handoff option is available to callers at all times during AI Agent operation. Callers must be able to request transfer to a human agent or voicemail.

(b) Transfer Destinations. Customer is responsible for configuring appropriate transfer destinations (human agents, queues, voicemail) and ensuring such destinations are operational during AI Agent hours.

(c) No Caller Trapping. Customer shall not configure AI Agents to prevent callers from reaching a human or ending the call. Callers must always have an exit option.

(d) Automatic Escalation. AI Agents will automatically attempt transfer when they detect emergency language, repeated comprehension failures, or prohibited topic requests.

3.9 Emergency Service Limitations.

(a) No 911 Capability. Customer acknowledges and agrees that AI Agents CANNOT connect callers to emergency services (911) and are NOT suitable for handling emergency communications.

(b) Emergency Detection. If an AI Agent detects that a caller may be experiencing an emergency, the AI Agent will instruct the caller to hang up and dial 911 directly, and will attempt to transfer the caller to a human agent if available.

(c) Customer Responsibility. Customer is solely responsible for ensuring that appropriate emergency response procedures are in place for Customer’s business and that callers are not solely reliant on AI Agents for emergency situations.

(d) No Liability. smrtPhone shall have no liability for any harm arising from AI Agent inability to connect callers to emergency services or handle emergency situations.

ARTICLE 4: CONFIDENTIALITY

4.1 Confidential Information. Each party may have access to confidential information of the other party in connection with these Terms. “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

4.2 Protection of Confidential Information. Each party agrees to:

(a) Not disclose the other party’s Confidential Information to any third party without the disclosing party’s prior written consent, except as permitted herein;

(b) Limit internal disclosure of Confidential Information to employees and contractors with a need to know for purposes of performing under these Terms; and

(c) Use at least the same degree of care to protect the other party’s Confidential Information as it 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 the receiving party;

(b) Was known to the receiving party prior to receipt from the disclosing party without confidentiality obligation;

(d) Is required to be disclosed by law, regulation, or court order, provided that the receiving party provides the disclosing party with prompt written notice of such requirement (to the extent permitted by law) and cooperates with the disclosing party’s efforts to obtain a protective order.

4.4 Publicity. smrtPhone may identify Customer as a customer in marketing materials, customer lists, and case studies, subject to Customer’s prior written consent for any use that includes detailed descriptions of Customer’s use of the Service.

ARTICLE 5: LIMITATION OF LIABILITY

5.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

(a) LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES;

(b) LOSS OF DATA OR DATA BREACH COSTS (EXCEPT AS SET FORTH IN SECTION 5.4);

(d) REPUTATIONAL HARM OR LOSS OF GOODWILL; OR

(e) COST OF PROCUREMENT OF SUBSTITUTE SERVICES;

REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.2 Liability Cap.

EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE LESSER OF:

(a) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SMRTPHONE FOR THE AI INBOUND AGENTS SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE; OR

(b) FIVE THOUSAND DOLLARS ($5,000 USD).

5.3 Allocation of Risk.

THE LIMITATIONS AND EXCLUSIONS IN THIS ARTICLE 5 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND THE PRICING OF THE SERVICE. CUSTOMER ACKNOWLEDGES THAT:

(a) The liability limitations are an essential basis of the bargain between the parties;

(b) smrtPhone would not offer the Service under these Terms without these liability limitations;

(d) The limitations reflect a reasonable allocation of risk for AI-powered telecommunications software, which involves inherent technological complexities and third-party dependencies.

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: Either party’s gross negligence, recklessness, or willful misconduct;

(b) Fraud: Fraud, fraudulent misrepresentation, or intentional misrepresentation by either party;

(c) Death or Personal Injury: Death or personal injury caused by a party’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.;
Violations of state wiretap, eavesdropping, or call recording consent laws;
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 — meaning prompts, knowledge base materials, business information, and any other content or inputs provided by Customer — or Customer instructions);

(f) Confidentiality Breaches: Either party’s breach of confidentiality obligations under Article 4;

(g) Customer’s Payment Obligations: Customer’s payment obligations under these Terms.

ARTICLE 6: TERM AND TERMINATION

6.1 Term. These Terms shall commence upon Customer’s activation of the AI Inbound Agents Service and shall continue until terminated in accordance with this Article 6.

6.2 Termination for Convenience. Either party may terminate these Terms at any time upon thirty (30) days’ prior written notice to the other party.

6.3 Termination for Cause. Either party may terminate these Terms immediately upon written notice if:

(a) The other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach; or

(b) The other party becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.

6.4 Suspension or Termination for Legal and Compliance Reasons. smrtPhone may immediately suspend or terminate Customer’s access to the Service, in whole or in part, without prior notice if:

(a) smrtPhone is required to do so by law, regulation, court order, or governmental authority;

(b) smrtPhone receives a valid legal request from law enforcement or a regulatory agency;

(c) smrtPhone reasonably believes that Customer’s use of the Service violates applicable law, these Terms, or poses a risk to smrtPhone, its systems, or other customers;

(d) smrtPhone determines that suspension or termination is necessary to comply with its obligations under telecommunications regulations, data protection laws, or other applicable legal requirements; or

(e) Customer’s use of the Service is under investigation for potential illegal activity or abuse.

smrtPhone shall provide notice of such suspension or termination as soon as reasonably practicable, unless prohibited by law from doing so.

6.5 Effect of Termination. Upon termination:

(a) Customer’s right to use the AI Inbound Agents Service shall immediately cease;

(b) Customer shall pay all fees accrued prior to termination;

(d) smrtPhone shall make Customer’s data available for export for a period of thirty (30) days following termination, after which smrtPhone may delete Customer’s data.

6.6 Survival. The following provisions shall survive termination of these Terms: Articles 4, 5, and 6, and Sections 2.5, 3.5, 3.6, 3.7, 3.9, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, and any other provisions that by their nature should survive termination.

ARTICLE 7: PRICING AND PAYMENT

7.1 Service Fees.

The AI Inbound Agents Service is offered at smrtPhone’s then-current pricing as published on smrtPhone’s website or as set forth in a separate order form or pricing agreement between Customer and smrtPhone.

(a) AI Services Usage: Customer shall pay for AI Agent usage in accordance with smrtPhone’s published AI Services pricing, which may be based on minutes, calls, or other usage metrics.

(b) 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.

7.2 Payment Terms. All fees are due and payable in accordance with smrtPhone’s standard payment terms. smrtPhone reserves the right to suspend or terminate the Service for non-payment.

7.3 Price Changes. smrtPhone may change its pricing at any time upon thirty (30) days’ prior written notice to Customer. Customer’s continued use of the Service after the effective date of any price change constitutes acceptance of the new pricing.

ARTICLE 8: MISCELLANEOUS

8.1 Entire Agreement. These Terms, together with the smrtPhone Terms of Service and any applicable order forms or pricing agreements, constitute the entire agreement between the parties regarding Customer’s use of the AI Inbound Agents Service and supersede all prior or contemporaneous communications regarding the Service.

8.2 Amendments.

(a) Non-Material Amendments. smrtPhone may amend these Terms from time to time to reflect changes in the Service, correct errors, address legal or regulatory requirements, or improve clarity, by posting revised terms on its website and providing notice to Customer in accordance with Section 8.7. Customer’s continued use of the Service following such notice constitutes acceptance of the amended Terms.

(b) Material Amendments. For amendments that materially alter Customer’s rights or obligations under these Terms — including but not limited to changes to Article 5 (Limitation of Liability), Section 3.5 (Data and Intellectual Property), Article 4 (Confidentiality), or Section 8.4 (Governing Law and Dispute Resolution) — smrtPhone shall provide Customer with no less than thirty (30) days’ prior written notice identifying the specific sections changed and a brief description of the substance of each change. Customer’s continued use of the Service after the thirty (30) day notice period constitutes acceptance. Customer who does not wish to accept a material amendment may terminate these Terms during the notice period, effective on the date the material amendment would take effect. Customer who terminates during the notice period shall be subject to the Terms in effect immediately prior to the material amendment for all post-termination obligations.

(c) Limitations. Notwithstanding the foregoing, no amendment shall retroactively alter Customer’s rights or obligations with respect to events occurring prior to the effective date of the amendment, except to the extent required by applicable law or regulation.

8.3 Relationship to Other Agreements. These Terms govern Customer’s use of the AI Inbound Agents Service. Customer’s use of other smrtPhone services remains governed by the applicable terms of service for those services.

8.4 Governing Law and Dispute Resolution. These Terms are governed by the laws of the State of Delaware. Any disputes arising from these Terms shall be resolved in accordance with the arbitration provisions and procedures stated in the Delaware Rapid Arbitration Act.

8.5 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, shall be severed from these Terms. The remaining provisions of these Terms shall continue in full force and effect and shall not be affected by the invalidity, illegality, or unenforceability of the severed provision.

8.6 Assignment. Neither party may assign or transfer this Agreement, or any rights or obligations hereunder, without the other party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, smrtPhone may assign this Agreement without Customer’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of smrtPhone’s assets, provided that the assignee assumes all obligations and is bound by all terms of these Terms. Any purported assignment in violation of this Section shall be void.

8.7 Notices.

(a) Notices from smrtPhone to Customer. smrtPhone may deliver notices by email to the address associated with Customer’s account, by in-platform notification, or by posting on smrtPhone’s website. Notices of termination, suspension, or material breach shall be delivered by email to Customer’s account email address.

(b) Notices from Customer to smrtPhone. Customer shall deliver notices by email to the address designated on smrtPhone’s website for legal notices.

(c) Deemed Receipt. Notices shall be deemed received on the next business day following sending by email, provided no delivery failure notification is received by the sender. In-platform notifications and website postings shall be deemed received upon posting.

(d) Address Updates. Customer is responsible for maintaining current contact information in the smrtPhone platform. Notice sent to the most recent contact information on file shall be deemed effective even if Customer has failed to update its information.

8.8 Waiver. No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No course of dealing, course of performance, or usage of trade shall be deemed to modify, supplement, or explain any provision of these Terms. All waivers must be in a written communication delivered by the waiving party in accordance with Section 8.7 to be effective.

8.9 Force Majeure.

(a) Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent caused by circumstances beyond such party’s reasonable control, including: natural disasters, acts of war or terrorism, government actions or orders, pandemics, labor disputes, utility or telecommunications failures, Internet or cloud infrastructure outages, third-party AI service provider outages or degradations, and changes in applicable law or regulation that materially restrict the operation of AI voice agents.

(b) The affected party shall: (i) notify the other party promptly of the force majeure event and its expected duration; (ii) use commercially reasonable efforts to mitigate the impact and resume performance; and (iii) provide periodic updates if the event continues beyond five (5) business days.

(c) If a force majeure event prevents performance for more than thirty (30) consecutive days, either party may terminate the affected services upon written notice without penalty.

ARTICLE 9: CUSTOMER ACKNOWLEDGMENT

By using the AI Inbound Agents Service, Customer acknowledges that it has read, understood, and agrees to be bound by these Terms, including without limitation:

(a) AI Agents cannot connect to emergency services (911) (Section 3.9);

(b) Customer is responsible for recording and AI disclosures (Section 3.3);

(d) Customer must maintain human handoff capabilities (Section 3.8);

(e) Customer accepts the limitation of liability provisions (Article 5); and

(f) Customer acknowledges that AI technology is probabilistic and may produce inaccurate, incomplete, or inappropriate responses, and that smrtPhone does not guarantee the accuracy or reliability of AI-generated outputs (Section 2.5).