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;
(c) Integration with Customer’s existing smrtPhone telephony services;
(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;
(c) Update technical specifications, APIs, or integration methods; or
(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
(c) Customer data will be stored in accordance with smrtPhone’s security and infrastructure standards.
2.4 Warranty. smrtPhone warrants that it will provide the AI Inbound Agents Service in a professional and workmanlike manner consistent with industry standards. 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 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) Human handoff requirements (Section 3.6); and
(vi) Emergency service limitations (Section 3.7).
3.2 Responsible Use. Customer agrees to:
(a) Use the Service in good faith for legitimate business purposes only;
(b) Not attempt to stress-test, overload, or abuse the Service in a manner that could affect other customers or smrtPhone’s systems;
(c) Promptly discontinue use of any Service 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 Service has capabilities or reliability that it does not have.
3.3 Recording and AI Disclosure.
(a) Recording Disclosure Requirement. Customer acknowledges that all AI Agent calls are recorded. Customer is responsible for ensuring that appropriate recording disclosures are provided to callers in compliance with applicable federal and state laws, including two-party consent states (California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Pennsylvania, and Washington).
(b) AI Disclosure Requirement. Customer acknowledges that smrtPhone’s AI Agents will identify themselves as AI assistants at the beginning of each call. Customer shall not disable, circumvent, or misrepresent this AI disclosure.
(c) Disclosure Mechanism. smrtPhone provides automated disclosure mechanisms as part of the AI Agent service. Customer shall not modify or disable these disclosures without smrtPhone’s prior written consent.
(d) Customer Responsibility. Customer bears sole responsibility for determining whether additional disclosures are required under applicable law for Customer’s specific use case, industry, or jurisdiction.
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.
(c) Sensitive Data Collection. AI Agents shall not be used to collect:
(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 and Intellectual Property.
(a) Customer Content Ownership. Customer retains ownership of all content, scripts, knowledge base materials, and other information provided by Customer for use in the AI Agent (“Customer Content”).
(b) smrtPhone Technology. smrtPhone retains all right, title, and interest in the Platform, AI models, algorithms, Guardrails, and related technology. These Terms do not transfer any ownership rights in smrtPhone technology to Customer.
(c) Call Data. Call recordings, transcripts, and AI-generated content from Customer’s AI Agent calls are owned by Customer, subject to smrtPhone’s license to host, process, and store such data as necessary to provide the service.
(d) No General-Purpose Training. smrtPhone shall not use Customer’s call recordings or Customer Content to train general-purpose AI models without Customer’s prior written consent. smrtPhone may use such data to improve, debug, and optimize Customer’s specific AI Agent and the Service generally.
(e) Aggregated Insights. smrtPhone may create and use anonymized, aggregated insights derived from usage data that do not identify Customer or individual callers.
3.6 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.
3.7 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;
(c) Is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or
(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);
(c) BUSINESS INTERRUPTION OR DOWNTIME COSTS;
(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;
(c) The limitations will apply even if any limited remedy specified in these Terms fails of its essential purpose; and
(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.;
- 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: 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;
(c) Each party shall return or destroy the other party’s Confidential Information upon request; and
(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 3.5 and 3.7, 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. smrtPhone may amend these Terms at any time by posting revised terms on its website and by providing written notice to Customer. Customer’s continued use of the Service following such notice constitutes acceptance of the amended Terms.
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.
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 3.7);
(b) Customer is responsible for recording and AI disclosures (Section 3.3);
(c) Certain uses are prohibited (Section 3.4);
(d) Customer must maintain human handoff capabilities (Section 3.6); and
(e) Customer accepts the limitation of liability provisions (Article 5).
