Terms of Service

This Master Service Agreement (“Agreement”) is entered into by and between SentireSystems LLC, a Delaware limited liability company (“Company”), and the individual or entity that accepts this Agreement electronically (“Client”). This Agreement is effective as of the date Client clicks “I Accept,” “I Agree,” or any similar acknowledgment, or first accesses or uses the Platform, whichever occurs first (“Effective Date”). By accepting this Agreement, Client represents that it has authority to bind itself and, where applicable, the organization on whose behalf it accepts. Company and Client are each a “Party” and together the “Parties.”

Company operates a multi-tenant, AI-powered voice booking platform that handles inbound calls, conducts natural-language conversations, checks real-time availability, and books appointments without human intervention, together with a white-label business dashboard and related services (collectively, the “Platform”). The Platform integrates OpenAI's API for conversational intelligence. Client's indirect use of OpenAI's services through the Platform is subject to OpenAI's Usage Policies (currently available at openai.com/policies/usage-policies, as updated from time to time).

“AI Services” means the conversational voice-AI functionality within the Platform (speech-to-text, LLM orchestration, and text-to-speech), powered by Third-Party Providers.

“Client Data” means all data submitted by Client or its end users through the Platform, including call recordings and transcripts.

“Outbound Communications” means any AI-generated voice call, SMS message, or other electronic communication initiated by the Platform or Client to a caller's or end user's telephone number after the conclusion of the caller's original inbound call session, including appointment reminders, no-show notifications, follow-up callbacks, and reactivation or promotional campaign messages.

“Platform” has the meaning given above and includes all updates and enhancements.

“Service Plan” means the subscription tier, features, pricing, and usage parameters selected by Client at registration or as subsequently modified, as displayed on Company's pricing page and confirmed in Company's purchase confirmation or Client's account dashboard.

“Subscription Term” means the billing period for which Client has subscribed to the Platform (month-to-month or annual), as selected by Client at registration and displayed in Client's account dashboard, including any renewal periods.

“Third-Party Providers” means Twilio, Deepgram, OpenAI, ElevenLabs, Google, and any other third-party API provider whose services are integrated into the Platform from time to time, including any successor or replacement provider. Client acknowledges that Company's integration of ElevenLabs' text-to-speech and voice synthesis services is subject to ElevenLabs' Terms of Service (currently available at elevenlabs.io/terms-of-use, as updated from time to time) and, where applicable, ElevenLabs' OEM Terms governing Company's bundling and sublicensing of those services. ElevenLabs is not a party to this Agreement and is not bound by any obligations to Client beyond those set forth in the ElevenLabs Terms.

2.1 Access. Subject to this Agreement and timely payment of fees, Company grants Client a limited, non-exclusive, non-transferable right to access and use the Platform during the Subscription Term solely for Client's internal business operations.

2.2 Nature of Service. The Platform is an automated communication and scheduling tool. Company is not a booking agent and does not guarantee any particular level of bookings, revenue, or other business outcome. Client is solely responsible for reviewing and validating all outputs generated by the Platform.

2.3 Third-Party Providers. The Platform integrates services from Third-Party Providers. Client acknowledges that (a) Third-Party Provider terms govern Client's indirect use of those services; (b) Company is not responsible for outages or failures caused by Third-Party Providers; (c) Company may replace any Third-Party Provider integration on reasonable notice; (d) AI voice profiles, voice characters, and synthesis models made available through Third-Party Providers (including ElevenLabs) are licensed to Company under those providers' terms and are not owned by Company or Client; and (e) such voice profiles and model configurations are not portable to third-party platforms or services and cannot be extracted, transferred, or reproduced outside the Platform at or after the end of the Subscription Term.

2.4 Changes to Platform. Company may update or modify the Platform at any time and will use commercially reasonable efforts to notify Client of material changes that adversely affect Client's use.

2.5 Service Plan and Pricing. Client's access to the Platform is subject to the Service Plan selected by Client at registration. The features, limitations, and pricing applicable to each Service Plan are set out on Company's pricing page and confirmed in Company's purchase confirmation. Company reserves the right to modify pricing or Service Plans upon thirty (30) days' prior written notice to existing Clients.

2.6 Phased and Additional Features. Certain Platform features — including outbound AI voice campaigns, SMS confirmations, voicemail handling, and CRM integrations — are available only upon separate activation and subject to the additional terms set out in Section 4 of this Agreement. Company makes no representation that any feature not included in Client's Service Plan will be made available during the Subscription Term.

3.1 Company. Company will (a) use commercially reasonable efforts to maintain 99.5% Platform uptime (excluding scheduled maintenance), (b) implement industry-standard security measures to protect Client Data, (c) provide technical support as described in Company's support documentation or as specified in Client's Service Plan, (d) where the Platform includes outbound AI voice or SMS features, engineer and maintain an automated interactive opt-out mechanism within each outbound call flow that is capable of immediately adding a called party's number to Client's entity-specific Do Not Call list upon the caller's request and terminating the call without human intervention, as required under the TCPA (47 U.S.C. § 227) and applicable FCC regulations, and (e) where the Platform is configured to deliver outbound SMS communications, engineer and maintain an automated SMS confirmation opt-in mechanism as further described in Section 4.3. Notwithstanding the foregoing, Client remains solely responsible for compliance with all applicable federal and state communications and telemarketing laws, and Company's failure to maintain the mechanisms described in Sections 3.1(d) and 3.1(e) shall not relieve Client of that responsibility or give rise to liability on Company's part for any regulatory violation arising from Client's outbound communications.

3.2 Client. Client will (a) ensure its users comply with this Agreement and applicable law; (b) provide accurate configuration information; (c) fulfill all consent and compliance obligations applicable to AI-generated calls, call recording, and outbound communications as set out in Section 4 of this Agreement; and (d) be solely responsible for all business decisions and outcomes arising from its use of the Platform.

3.3 Communication Tool. The Platform functions as an automated communication and scheduling tool. Company is not responsible for missed appointments, lost revenue, or any other business outcome arising from the Platform's operation or any failure thereof.

4.1 Recording and Inbound Disclosures. The Platform records inbound calls for transcription, analytics, and system improvement. Call recording is a core Platform feature. Client is solely responsible for implementing all required pre-call disclosures informing callers that their call may be recorded and processed by an AI voice system, in compliance with all applicable federal and state recording-consent laws.

4.2 Consent Obligations — Prior Express Written Consent; Inbound Session Exception. (a) Inbound Session Exception. Actions taken by the Platform during the same inbound call session initiated by the caller — including booking an appointment, confirming availability, collecting caller information, and completing the booking transaction — do not constitute outbound telemarketing under the FTC Telemarketing Sales Rule (16 C.F.R. Part 310) (“TSR”) and do not require prior express written consent under the TSR or the TCPA. This exception applies only to actions completed within the caller's original inbound call session. It does not extend to: (i) any AI-generated call or SMS message placed after the inbound call session has ended; (ii) any upsell or solicitation of additional goods or services made during the inbound call; or (iii) any outbound callback placed to the caller's number at any time after the session ends, regardless of whether the original inbound call was unresolved. Client acknowledges that the “established business relationship” exemption permits only live-agent return calls, not AI-generated or prerecorded voice calls, and therefore does not provide a consent exemption for any Outbound Communication placed by the Platform.

(b) Prior Express Written Consent — All Outbound AI Communications. For any Outbound Communication placed by the Platform after the close of the caller's inbound session, prior express written consent from the recipient is required before any such communication is sent or placed: (i) Outbound SMS — the Platform's automated SMS confirmation opt-in mechanism described in Section 4.3 constitutes a valid pathway for obtaining prior express written consent for outbound SMS communications, and a caller's affirmative reply to a compliant opt-in request SMS constitutes an E-SIGN-compliant record of prior express written consent for future automated SMS messages from the specific Client business. (ii) AI-Generated Voice Calls — because the Platform's opt-in request SMS is required to explicitly and conspicuously disclose that consent covers AI-generated or prerecorded voice calls in addition to SMS messages, a caller's affirmative reply to a compliant opt-in request SMS also satisfies the prior written agreement requirement for AI-generated or prerecorded voice calls from the specific Client business, provided the opt-in request SMS contains that disclosure. Where no opt-in reply has been received, Client must independently obtain prior express written consent for AI-generated voice calls before any such call is placed. (iii) General Requirements — all consents obtained under this Section must (A) unambiguously identify the specific Client business by name as the sender; (B) state the telephone number to which AI-generated calls or messages may be delivered; (C) clearly and conspicuously disclose the nature of the communications the individual will receive, including that communications may be AI-generated or prerecorded; and (D) not be conditioned on the purchase of any good or service. All Outbound Communications must be placed only between 8:00 a.m. and 9:00 p.m. local time at the location being called. No exception to this calling hour restriction is available for AI-generated or prerecorded voice calls.

(c) Purely Informational Outbound Calls. Outbound AI-generated calls or SMS messages that are purely informational — including appointment reminders for appointments previously scheduled by the caller and no-show notifications — do not constitute “telemarketing” under the TSR and are not subject to the TSR's written agreement requirement, provided the message contains no solicitation, upsell, promotional offer, or inducement to purchase any good or service. Notwithstanding the foregoing, because the Platform uses an AI-generated (artificial or prerecorded) voice, all such calls remain subject to the TCPA's independent prior express written consent requirement and the 8:00 a.m.–9:00 p.m. local-time calling hour restriction. Client is solely responsible for ensuring call content remains purely informational and for obtaining and maintaining compliant written consent records before placing any such communications.

(d) Promotional and Campaign Outbound Content. Any Outbound Communication containing promotional, upsell, sales-inducing, or campaign content requires prior express written consent satisfying all elements of Section 4.2(b) for each intended recipient. Client must not enable any outbound AI voice or SMS campaign feature of the Platform unless valid written consent records are on file for each recipient. All such communications are additionally subject to the 8:00 a.m.–9:00 p.m. local-time calling hour restriction, with no exception.

Consent Records — Retention and Availability. Client shall maintain written records of all prior express written consents obtained for Outbound Communications for a minimum of four (4) years from the date of collection, or such longer period as required by applicable law. Records must include, at minimum: the consenting individual's name, telephone number, date and method of consent, the specific Client business identified in the consent, and the disclosure presented at the time of consent. Client shall make such records available to Company upon written request and shall provide them immediately upon demand by any regulatory authority.

4.3 SMS — Confirmation Opt-In Mechanism. (a) Platform Opt-In Mechanism. Where the Platform is configured to send SMS messages, Company will engineer and maintain an automated SMS confirmation opt-in mechanism covering system-initiated automated texts — specifically, the missed-call recovery text sent after an unanswered call and the dropped-call recovery text sent after a call disconnects mid-conversation. The Platform will transmit a single initial opt-in request SMS to a caller's telephone number the first time either of those events occurs for that number. No further automated SMS communications of that kind will be delivered to that number until the caller returns an affirmative reply, or the caller independently texts the Client's number directly. The caller's affirmative reply (“YES” or equivalent), or the caller's own outbound text, constitutes an E-SIGN-compliant record of prior express written consent for future automated SMS messages from the specific Client business. This mechanism does not gate replies within, or follow-up messages inside, a conversation the caller initiated by texting the Client's number directly, as the caller's own outbound text is itself the opt-in signal for that thread. (b) Required Opt-In Disclosure Content. The initial opt-in request SMS engineered by Company must, at minimum: (i) clearly identify the specific Client business by name; (ii) disclose that the individual will receive automated or AI-generated SMS messages from that specific business; (iii) describe the types of messages to be sent (e.g., appointment reminders, follow-up notifications); (iv) state that consent is not required to receive services or complete the booking; (v) include clear opt-out instructions (e.g., “Reply STOP to opt out”); (vi) comply with applicable carrier and industry messaging guidelines, including CTIA Messaging Principles and Best Practices; and (vii) explicitly and conspicuously state that the individual will receive AI-generated or prerecorded voice calls from that specific business in addition to SMS messages. The disclosure required by clause (vii) is mandatory; an opt-in request SMS that omits it does not constitute valid consent for AI-generated or prerecorded voice calls, and no such calls may be placed to that number until separate compliant consent has been obtained. (c) Bootstrapping Limitation. The regulatory status of the initial opt-in request SMS under the TCPA and applicable FCC regulations is subject to evolving interpretive guidance. Company makes no representation that the initial opt-in request SMS is exempt from TCPA prior consent requirements, and Client is solely responsible for monitoring applicable law and ensuring its use of the SMS opt-in feature remains compliant. (d) Revocation and Opt-Out. Company shall engineer the Platform to ensure that any reply of “STOP,” “CANCEL,” “UNSUBSCRIBE,” “QUIT,” or “END” immediately adds the caller's number to the entity-specific Do Not Call list for that Client and permanently ceases all further automated SMS communications and AI-generated voice calls to that number from that Client, without human intervention and without requiring Client action. All opt-out requests and the date and time of their receipt shall be recorded and retained. (e) Contact List Scrubbing. Before enabling any outbound SMS campaign feature of the Platform, Client shall ensure all campaign contact lists have been scrubbed against the National Do Not Call Registry within the preceding thirty-one (31) days.

4.4 Outbound Campaign Authorization. Client must provide written authorization to Company before enabling any outbound voice or SMS campaign feature of the Platform. Such authorization constitutes Client's representation that: (a) prior express written consent satisfying Section 4.2(b) has been obtained and stored for each recipient on the campaign contact list; (b) the contact list has been scrubbed against the National Do Not Call Registry within the preceding thirty-one (31) days; (c) all Outbound Communications will be placed only between 8:00 a.m. and 9:00 p.m. local time at the location being called, with no exception for AI-generated or prerecorded voice calls; (d) Client has established and maintains a written entity-specific Do Not Call list and procedures to honor and record all opt-out requests; and (e) no outbound AI voice message or SMS contains promotional, upsell, or sales-inducing content unless separate prior written consent satisfying Section 4.2(d) is on file for each recipient. Company reserves the right to suspend outbound campaign features upon reasonable belief that Client is not in compliance with this Section.

4.5 Facilitator Status; Client as Primary Obligor. SentireSystems provides the Platform as a technology facilitator. As between the Parties, Client is the “seller” and/or “telemarketer” as those terms are defined under the TCPA and TSR and bears primary responsibility for compliance with all applicable telemarketing, robocall, and communications laws. Company's provision of the Platform does not constitute legal advice or a compliance certification of any kind.

4.6 Indemnification for Communications Law Failures. Any claim, fine, penalty, or liability arising from Client's failure to obtain required prior express written consents, failure to maintain consent records under this Section 4, failure to scrub Do Not Call lists, failure to honor opt-out requests, failure to observe calling hour restrictions, or failure to comply with any applicable federal or state telemarketing, robocall, or communications law in connection with Client's use of the Platform is subject to Client's indemnification obligations under Section 9.

5.1 Fees. Client shall pay the fees applicable to Client's Service Plan, as set out on Company's pricing page at the time of Subscription and confirmed in Company's purchase confirmation. Unless otherwise specified, all subscription fees are billed in advance at the start of each Subscription Term or renewal period.

5.2 Auto-Renewal. Unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, the Subscription will automatically renew for successive equal periods at Company's then-current rates. Company will give Client at least thirty (30) days' prior written notice of any fee increase.

5.3 Late Fees. Amounts unpaid within ten (10) days of the due date will accrue interest at 1.5% per month (or the maximum lawful rate, whichever is less). Client shall reimburse Company for all reasonable collection costs, including attorneys' fees.

5.4 Suspension. Company may suspend Client's access to the Platform on written notice if any invoice remains unpaid for more than fifteen (15) days after its due date. Suspension does not relieve Client of its obligation to pay all outstanding amounts.

5.5 Taxes. All fees are exclusive of applicable taxes. Client is responsible for all sales, use, VAT, or similar taxes on services provided under this Agreement, other than taxes on Company's net income.

5.6 Usage-Based Charges. Where Client's Service Plan includes usage-based or metered billing components (including per-call, per-booking, or per-SMS charges), Company will invoice Client for such charges in arrears at the end of each billing period based on Company's usage records, which shall be the authoritative measure of usage absent manifest error. Company will use commercially reasonable efforts to provide Client with access to a usage dashboard reflecting accrued charges during each billing period. Per-call API costs incurred by Client under Client's own Third-Party Provider accounts are separate from and not included in Company's usage-based charges unless otherwise specified in Client's Service Plan.

5.7 Disputed Invoices. Client must notify Company in writing of any good-faith invoice dispute within thirty (30) days of the invoice date, specifying the amount in dispute and the basis therefor. Client shall pay all undisputed amounts by the due date. The Parties will use good-faith efforts to resolve disputes within thirty (30) days of the dispute notice. Amounts not disputed within thirty (30) days of the invoice date are deemed accepted.

6.1 Term. This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement.

6.2 Termination for Convenience. Either Party may terminate a month-to-month Subscription on thirty (30) days' written notice. No prepaid fees are refundable on termination for convenience.

6.3 Termination for Cause. Either Party may terminate this Agreement immediately on written notice if the other Party (a) materially breaches and fails to cure within ten (10) days after written notice, or (b) becomes insolvent or makes a general assignment for the benefit of creditors.

6.4 Effect. On termination: (a) all Platform access ceases; (b) Client remains liable for all fees accrued through the termination date; and (c) each Party will promptly return or destroy the other's Confidential Information on request.

6.5 Data Export and Return. Following termination or expiration, Company will make the following Client Data available for export for a period of thirty (30) days: call logs, transcripts, appointment records, callback tasks, and agent configuration settings, in a commonly used machine-readable format (JSON or CSV). Audio recordings will be made available in their stored format. Client must request an export in writing within the thirty (30) day window. After such period, Company may permanently delete Client Data with no further obligation.

6.6 Voice Configurations; Non-Portability. Client acknowledges that AI voice profiles, voice characters, and voice identifiers configured through Third-Party Providers (including ElevenLabs voice IDs) are references to Third-Party Provider-hosted models and cannot be exported, transferred, or reproduced by Company at end of term. Company will provide Client with a written summary of the voice configuration parameters (including agent personality settings and voice identifiers) stored at the time of termination, but makes no representation that such identifiers will remain valid or accessible outside the Platform or through any other service. Client is responsible for independently establishing any replacement voice or AI agent configuration with a new provider at its own cost.

6.7 Data Retention. Company will retain no copies of Client Data beyond the thirty (30) day export window described in Section 6.5, except (a) as required by applicable law, (b) as retained in routine backup systems for a period not to exceed an additional thirty (30) days, after which all backup copies will be purged, or (c) to the extent that Client Data has been transmitted to and retained by Third-Party Providers (including Deepgram, OpenAI, and ElevenLabs) pursuant to their own data retention terms, in which case Company's deletion obligation is limited to data within Company's direct control and does not extend to data retained by such Third-Party Providers under their own terms.

7.1 Use of Client Data. Company will process Client Data solely to provide and improve the Platform, as described in this Agreement and Company's Privacy Policy (incorporated by reference).

7.2 Security. Company will maintain commercially reasonable technical and organizational measures to protect Client Data, including encryption in transit and at rest, role-based access controls, and multi-tenant database isolation (Supabase Row-Level Security).

7.3 Third-Party Processors. Client acknowledges that Third-Party Providers (including Deepgram, OpenAI, and ElevenLabs) may process Client Data as part of their services. Their respective data processing terms govern that processing. Client acknowledges that such providers may retain and use inputs and outputs, including call audio and transcripts, in accordance with their own terms, which may include, but not be limited to, use for model training or service improvement purposes.

7.4 Biometric Data. Where the Platform is used to record, process, or clone human voice data, Client acknowledges that applicable state laws (including the Illinois Biometric Information Privacy Act and comparable statutes) may classify voice recordings and voiceprints as biometric identifiers subject to specific collection, retention, and destruction obligations. Client is solely responsible for compliance with any applicable biometric data laws, including obtaining required written releases and maintaining a publicly available retention and destruction policy. Company makes no representation that its data handling practices satisfy any specific biometric data statute.

7.5 Breach Notification. Company will notify Client without undue delay of becoming aware of any confirmed breach resulting in unauthorized access to or disclosure of Client Data or any personal information of Client's end users processed through the Platform, in each case to the extent required by applicable law. Such notice will describe, to the extent then known, the nature of the incident, the categories of data and individuals affected, the likely consequences, and the measures taken or proposed to address the incident.

7.6 Privacy Law Compliance. Each Party will comply with all applicable privacy laws, including the CCPA and other applicable state privacy statutes, to the extent required by law.

7.7 Subprocessor Notification. Company will maintain a current list of Third-Party Providers that process Client Data and will provide reasonable advance notice to Client before adding a new subprocessor that will process Client Data. Client may raise a good-faith data protection objection within ten (10) days of such notice; the Parties will cooperate to resolve the objection. If the Parties cannot resolve the objection within thirty (30) days, Client may terminate the affected Order Form on written notice.

7.8 Compliance and Data Processing Addendum. The Parties acknowledge that applicable law requires execution of a data processing addendum (DPA) for Client businesses serving end users in California and other regulated states. The Parties will execute a mutually agreed DPA promptly and in any event prior to Company processing personal information of end users located in any such jurisdiction.

8.1 Company IP. Company retains all right, title, and interest in and to the Platform and all underlying software, AI workflows, agent configurations, algorithms, APIs, and documentation (“Company IP”). No rights in Company IP are granted to Client except the limited access rights set out in this Agreement.

8.2 Client Data. Client retains ownership of Client Data (including call recordings, transcripts, and appointment records stored by Company on Client's behalf) and grants Company a limited license to use Client Data solely to provide the Platform during the term. Company may also use aggregated, de-identified, and anonymized data derived from Client Data for platform analytics and improvement purposes, provided that such data cannot reasonably be used to identify Client or any individual end user. For the avoidance of doubt, AI-generated voice configurations, voice profiles, and voice character identifiers assigned through Third-Party Providers (including ElevenLabs voice IDs stored in Client's agent configuration) are not Client Data and are not owned by Client. Such configurations reference Third-Party Provider-hosted models and are subject to the applicable provider's licensing terms; they cannot be extracted, ported, or transferred to any other platform or service.

8.2A ElevenLabs Voice Models — Ownership and License-Back. Client acknowledges and agrees that: (a) ElevenLabs' foundational and other AI voice models (“Voice Models”) are owned exclusively by ElevenLabs; no right, title, or interest in any Voice Model is transferred to Client or Company by virtue of this Agreement or Client's use of the Platform; (b) by providing voice recordings or other audio input through the Platform's ElevenLabs integration, Client grants ElevenLabs a broad, perpetual, irrevocable, royalty-free, worldwide, sublicensable license to that input and to any resulting voice model for purposes of providing, improving, and developing ElevenLabs' services, the full scope of which is set out in the ElevenLabs Terms, which Client is solely responsible for reviewing; (c) Client acquires no exclusive right to any output generated through ElevenLabs' API, and ElevenLabs makes no guarantee that any output will be unique to Client; (d) Client may opt out of ElevenLabs' use of Client's content for model training purposes as described in the ElevenLabs Terms; and (e) Client is solely responsible for ensuring that any voice or likeness submitted as input through the Platform's ElevenLabs integration is one that Client is authorized to submit.

8.3 Feedback. If Client provides Company with any suggestions, comments, or feedback regarding the Platform (“Feedback”), Client hereby assigns to Company all rights, title, and interest in and to such Feedback. Company may use Feedback for any purpose without restriction or compensation to Client. Nothing in this Section creates any obligation for Company to implement any Feedback.

8.4 Restrictions. Client shall not (a) copy, modify, or create derivative works of the Platform; (b) reverse-engineer any Platform component; (c) use the Platform to build a competing product; (d) sublicense or transfer any Platform rights without Company's prior written consent; (e) use any OpenAI outputs or other content generated through the Platform's OpenAI integration to develop, train, fine-tune, or otherwise improve any artificial intelligence or machine learning model that competes with OpenAI; (f) make any representation, in any medium, that could cause a third party to believe that Client or any application built on the Platform is created, supported, certified, or endorsed by OpenAI; or (g) submit, upload, or cause to be processed through the Platform any Protected Health Information as defined under the HIPAA Privacy Rule (45 C.F.R. § 160.103) or any payment card data regulated under PCI DSS. Client acknowledges that the Platform is not designed or configured to comply with HIPAA and that Company makes no representation that the Platform satisfies any HIPAA, PCI DSS, or equivalent regulatory requirement.

9.1 By Client. Client will indemnify, defend, and hold harmless Company and its members, managers, officers, and employees from and against any claims, losses, and expenses (including attorneys' fees) arising out of or relating to (a) Client's use of the Platform in violation of this Agreement or applicable law; (b) Client's failure to obtain required consents for call recording, SMS, automated calling, or outbound AI voice campaigns; (c) Client's business operations or instructions, including claims by customers or staff arising from missed appointments, booking errors, or AI-generated communications; (d) any claim, fine, or civil penalty arising under the TCPA, the TSR, applicable FCC regulations, or any applicable state telemarketing or communications statute in connection with Client's use of any outbound call or SMS feature of the Platform, including without limitation claims arising from calls or messages placed to numbers listed on the National Do Not Call Registry, calls placed without prior express written consent, calls placed outside permissible calling hours, or failure to maintain a compliant entity-specific Do Not Call list; (e) Client's violation of the OpenAI Usage Policies, including any use of the Platform that results in suspension, restriction, or termination of Company's access to OpenAI's API; or (f) Client's negligence or willful misconduct.

9.2 By Company. Subject to the liability cap set forth in Section 10.2, Company will indemnify, defend, and hold harmless Client from and against any third-party claim that the Platform, as developed by Company and used by Client in strict accordance with this Agreement, directly infringes a United States patent, copyright, trademark, or trade secret right of a third party. This indemnification obligation does not apply to any claim arising from or relating to: (a) Client's modification of the Platform or any component thereof; (b) Client's combination of the Platform with any product, service, or data not provided by Company; (c) Client's breach of this Agreement or use of the Platform in a manner not authorized herein; (d) any content, output, response, transcript, voice synthesis, or other material generated by or through any Third-Party Provider integrated into the Platform, including without limitation AI-generated text or conversational outputs produced through OpenAI's API, voice synthesis produced through ElevenLabs' API, or speech-to-text output produced through Deepgram's API — with respect to any such Third-Party Provider claim, Client's recourse, if any, is governed exclusively by the applicable Third-Party Provider's own terms of service, which Client is solely responsible for reviewing; or (e) Client's continued use of the Platform after Company has provided written notice of a modification that would have avoided the alleged infringement. Client acknowledges that (i) Company's relationship with OpenAI is governed by OpenAI's App Developer Terms, under which OpenAI's aggregate liability is expressly capped at one hundred dollars ($100) and OpenAI provides no IP indemnification to platform developers or their clients; (ii) any IP output indemnification that OpenAI provides under its API-level terms is not assignable or passable to Client and does not extend to Client's use of the Platform; and (iii) Company has no ability to extend IP indemnification rights to Client that Company does not itself hold under the applicable Third-Party Provider terms. Company's indemnification obligations under this Section 9.2 constitute Client's sole and exclusive remedy for any claim that the Platform infringes any third-party intellectual property right.

9.3 Procedure. The indemnification obligations of each Party under this Section 9 are conditioned upon the indemnified Party: (a) promptly notifying the indemnifying Party in writing of any claim for which indemnification is sought, provided that failure to provide timely notice will not relieve the indemnifying Party of its obligations except to the extent the indemnifying Party is materially prejudiced by such failure; (b) granting the indemnifying Party sole control of the defense and settlement of the claim, provided that no settlement may impose any obligation, restriction, or admission of liability on the indemnified Party without its prior written consent; and (c) providing reasonable cooperation to the indemnifying Party at the indemnifying Party's expense.

10.1 Exclusion of Consequential Damages. In no event will either Party be liable for any indirect, incidental, special, punitive, or consequential damages, including lost profits, lost revenue, lost bookings, or loss of data, even if advised of the possibility of such damages.

10.2 Cap. Except for (a) Client's indemnification obligations under Section 9 and (b) a Party's breach of Section 7 (Confidentiality), each Party's total aggregate liability under this Agreement shall not exceed the lesser of (i) the fees actually paid by Client to Company in the three (3) months preceding the event giving rise to the claim, or (ii) one thousand dollars ($1,000).

10.3 Basis of Bargain. The Parties agree that these liability limitations reflect a reasonable allocation of risk and are an essential basis of the bargain between the Parties.

11.1 No Guarantee of Results. Company makes no warranty that the Platform will generate any particular level of revenue, bookings, call conversions, or other business results.

11.2 AI Disclaimer. Client acknowledges that: (a) AI-generated responses may be inaccurate or incomplete; (b) speech-to-text transcription may contain errors; (c) the AI agent is not a licensed professional and its outputs do not constitute professional advice; (d) Company is not liable for any action taken by Client or its end users in reliance on AI-generated content; (e) where the Platform includes AI voice synthesis or voice cloning features (including via ElevenLabs), Client is solely responsible for obtaining all necessary rights, consents, and authorizations from any individual whose voice or likeness is used, and Company disclaims all liability arising from Client's use of such features; (f) AI-generated voice outputs produced through Third-Party Providers are licensed outputs, not intellectual property owned by Client, and Client acquires no ownership interest in any voice model, voice character, synthesis engine, or AI model by virtue of this Agreement; (g) Third-Party Providers may process or retain AI inputs and outputs (including call audio and transcripts) in accordance with their own terms of service, which may include use of such data to train or improve their AI models — Client is solely responsible for reviewing applicable Third-Party Provider terms and for determining whether such processing is consistent with Client's obligations to its end users; and (h) the Platform's conversational intelligence is powered by OpenAI's API, OpenAI may at any time modify, limit, or discontinue access to its models, and Company does not warrant that any specific OpenAI model (including GPT-4o) will remain available for the duration of the Subscription Term; and (i) Client's indirect use of OpenAI's API through the Platform is subject to the OpenAI Usage Policies, and Client is solely responsible for ensuring that its use of the Platform does not violate those policies.

11.3 Warranty Disclaimer. Except as expressly stated in this Agreement, the Platform is provided “as is” and “as available.” Company disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

12.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Each Party consents to the exclusive jurisdiction of the state and federal courts located in Delaware.

12.2 Dispute Resolution. Before initiating litigation, the Parties will attempt in good faith to resolve any dispute through senior-representative negotiation for thirty (30) days following written notice of the dispute. The Parties expressly waive any right to bring or participate in any class, collective, or representative arbitration or proceeding.

12.3 Notices. Notices must be in writing and are effective when (a) personally delivered, (b) one (1) business day after deposit with a recognized overnight courier, or (c) upon confirmed email receipt, to Company at the contact details published on Company's website or as otherwise notified to Client in writing, and to Client at the email address provided by Client at registration or as subsequently updated in Client's account dashboard.

12.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior agreements, representations, and understandings. No amendment is effective unless in writing and signed by authorized representatives of both Parties.

12.5 Force Majeure. Neither Party is liable for delays or failures caused by circumstances beyond its reasonable control, including acts of God, government actions, internet or telecommunications failures, or Third-Party Provider outages.

12.6 Electronic Acceptance; Execution. This Agreement may be accepted by (a) electronic signature or click-to-accept acknowledgment via an online interface, each of which is legally binding to the same extent as an original written signature under the Delaware Uniform Electronic Transactions Act (6 Del. C. § 12A-101 et seq.), or (b) physical or electronic signature by authorized representatives of both Parties where the Parties have negotiated specific terms. Either mode of execution is equally binding.

12.7 Severability; Waiver. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. Failure to enforce any right is not a waiver of future enforcement.

12.8 Survival. The following provisions will survive termination or expiration of this Agreement for any reason: Section 1 (Definitions, to the extent necessary to interpret surviving provisions), Section 4.3 (Consent Records, for the period required by applicable law), Section 5 (Payment Terms, with respect to fees accrued prior to termination and any usage-based charges), Sections 6.5–6.7 (Data Export, Voice Configurations, and Data Retention), Section 7 (Confidentiality, Data Privacy and Security), Section 8 (Intellectual Property), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 11.1 (No Guarantee of Results), Section 11.2 (AI Disclaimer), Section 11.3 (Warranty Disclaimer), Section 12.1 (Governing Law), Section 12.2 (Dispute Resolution), and Section 12.4 (Entire Agreement).

By clicking “I Accept,” “I Agree,” or any similar button, or by accessing or using the Platform, Client agrees to be legally bound by the terms of this Agreement. If Client is accepting on behalf of a company or other legal entity, Client represents that it has the authority to bind that entity.

Client's acceptance of this Agreement will be electronically recorded with a date and time stamp in Company's systems. This electronic record constitutes Company's record of Client's acceptance pursuant to Section 12.6 of this Agreement and the Delaware Uniform Electronic Transactions Act (6 Del. C. § 12A-101 et seq.).

Questions about this Agreement can be sent to hello@sentiresystems.com or +1 (857) 767-7618.