Terms of Service

Please read these Terms of Service (the “Agreement”) carefully. This Agreement governs your use of our website(s), products, services, platform, online or cloud-based services, and applications made available by or for Phonely, including features, functionalities, AI capabilities, interfaces, software, tools, and other materials contained therein (the “Services”). By clicking “I agree” (or a similar checkbox or button), accessing or using the Services, you agree to be bound by the terms and conditions of this Agreement. If you do not agree with any of these terms, do not so click, access, or use the Services.

Your use of the Services is conditioned on your acceptance without modification of the terms, conditions, and notices contained herein, including but not limited to Phonely’s Privacy Policy, as amended from time to time.

This Agreement is between you and Phonely, Inc. (“Phonely,” “we,” or “us”) concerning your use of the Services. This Agreement incorporates by reference any additional terms and conditions posted by Phonely through the Services, or otherwise made available to you by Phonely.

FOR THE AVOIDANCE OF DOUBT, IF YOU ENTER INTO AN ORDER FORM WITH PHONELY THAT INCORPORATES OUR GENERAL TERMS AND CONDITIONS, THEN, TO THE EXTENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THAT ORDER FORM OR THOSE GENERAL TERMS WITH RESPECT TO YOUR USE OF THE SERVICES, THE ORDER FORM AND GENERAL TERMS WILL PREVAIL. THIS AGREEMENT WILL CONTINUE TO GOVERN YOUR USE OF THE WEBSITE AND ANY MATTERS NOT ADDRESSED BY THE ORDER FORM OR GENERAL TERMS.

IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ACT (FOR EXAMPLE, AS AN EMPLOYEE OR CONTRACTOR), YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACT ON BEHALF OF AND BIND SUCH ENTITY. YOU MUST BE AT LEAST 18 YEARS OLD TO USE THE SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE FOR PROFESSIONAL AND BUSINESS USE ONLY, AND THAT THIS IS A BUSINESS TRANSACTION TO WHICH CONSUMER PROTECTION RULES DO NOT APPLY.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. BY ACCEPTING THIS AGREEMENT, YOU AND PHONELY EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

1. Changes

We may change this Agreement from time to time by notifying you of the changes by any reasonable means, including by posting a revised Agreement through the Services. No such change will apply to any dispute between you and us arising before we notified you of the change.

Your use of the Services after any changes to this Agreement will constitute your acceptance of the changes. The “Last Revised” legend above indicates when this Agreement was last changed. The Services may evolve and change over time. We may, at any time and without liability, modify or discontinue all or part of the Services, charge, modify, or waive any fees required to use the Services, or offer opportunities to some or all users. We also reserve the right to update, develop, remove, or modify elements of the Services, including features, user interfaces, and functionalities, for any purpose (including on an experimental basis for some or all users). Phonely will not be liable to you for any modification, suspension, or discontinuance of the Services. We may offer Services or features that we believe require service-specific terms or guidelines. When using our Services, you agree to comply with any applicable guidelines, rules, or supplemental terms that may be posted on the Services from time to time (“Supplemental Terms”). If this Agreement conflicts with Supplemental Terms, the Supplemental Terms will govern for the applicable Service.

2. Information Submitted Through the Services

Your use of the Services is governed by Phonely’s Privacy Policy, located at https://www.phonely.ai/privacy-policy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Services is and will remain accurate and complete, and that you will maintain and update such information as needed.

3. Jurisdictional Issues

The Services are controlled or operated (or both) from the United States, and are not intended to subject Phonely to any non-U.S. jurisdiction or law. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the Services’ availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose.

4. Registration and Accounts

Access to and use of the Services will require an account. The Services, and your account and any user names or passwords you use to access the Services (“Account Details”), are for your use only. You may not transfer your account to any other party, or enable any other party to access or use your account, including by sharing your Account Details. You are responsible for all use of your account and Account Details. You are solely responsible for maintaining the security and confidentiality of your Account Details, and you agree to immediately notify us of any unauthorized use of your Account Details or other security breaches. For clarity, Phonely may, but is under no obligation to, confirm your identity. Phonely will have the right (but not the obligation) to suspend or terminate your account if Phonely knows or reasonably suspects any unauthorized use of any portion of the Services or any loss or theft of any username or password, or if Phonely reasonably believes you are in breach of this Agreement, our Acceptable Use Policy, or any applicable law or regulation. In addition, unusually high usage of the Services may impair Phonely’s ability to provide the Services to others, in which case Phonely reserves the right to suspend or terminate your account.

5. Third Party Services

The Services may include functionality to allow you to connect your account to or access third-party services, products, or technologies (including artificial intelligence technologies), or allow third party services to access your account or User Content (all of the foregoing, “Third Party Services”). By using such functionality, you are directing us to access, route, and transmit to you the applicable Third Party Services. When you follow a link to any Third Party Services, we have no obligation to warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. This Agreement does not govern your use of another website or destination. We neither control nor endorse, nor are we responsible for, any Third Party Services, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, or safety of Third Party Services, any intellectual property rights therein, or any products or services in connection therewith. Certain Third Party Services may, among other things, be inaccurate, misleading, or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Phonely with respect to any Third Party Services or claims made about them, or the actions or inactions of any third party. We have no obligation to monitor Third Party Services, and we may block or disable access to any Third Party Services (in whole or part) through the Services at any time. The availability of any Third Party Services through the Services does not imply our endorsement of, or affiliation with, any provider of such Third Party Services. Any dealings you have with third parties while using the Services are between you and the third party, and Phonely is not liable for any loss or claim that you may have against any third party. If you provide any confidential or personal information or engage in any transaction in connection with a Third Party Service, Phonely is not responsible for such information or transaction, and we encourage you to read the terms of use and privacy policy of the provider or other parties collecting such information or engaging in such transaction.

YOUR ACCESS TO, USE OF, OR INTERACTION WITH THIRD PARTY SERVICES IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS, AND POLICIES APPLICABLE TO SUCH THIRD PARTY SERVICES. ANY CLAIM OR DISPUTE ARISING FROM YOUR ACCESS TO, USE OF, OR INTERACTION WITH ANY THIRD PARTY SERVICES WILL BE SOLELY BETWEEN YOU AND THE APPLICABLE THIRD-PARTY PROVIDER. UNDER NO CIRCUMSTANCES WILL PHONELY BE LIABLE IN ANY WAY FOR ANY ACT OR OMISSION OF ANY THIRD-PARTY PROVIDER, OR FOR ANY INJURY, LOSS, OR DAMAGE THAT YOU MAY INCUR AS A RESULT OF YOUR ACCESS TO, USE OF, OR INTERACTION WITH THIRD PARTY SERVICES.

6. Access to the Services

Subject to your compliance with the terms and conditions of this Agreement, we grant you a revocable, non-exclusive, non-transferable, royalty-free, limited right to access and use the Services solely for your internal purposes, solely in the form made available by or for Phonely and in accordance with the Privacy Policy, this Agreement and the Acceptable Use Policy. In connection with the Services, Phonely may provide customer or technical support for the Services to you via telephone, FAQs, email, or through the Services, at its sole discretion.

7. Fees; Payment

If you purchase any Services, you will provide complete and accurate billing information, including a valid payment method. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. You’re responsible for all applicable taxes, and we’ll charge tax when required. If your payment cannot be completed, we may downgrade your account or suspend your access to our Services until payment is received. Any payments made for the Services are non-refundable, except where required by law. This Agreement does not override any mandatory local laws regarding your cancellation rights. We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days’ notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.

8. Phonely’s Proprietary Rights

We and our suppliers own all right, title, and interest in and to the Services, including all modifications, derivative works, upgrades, and updates thereto, all software or materials made available by Phonely, its platform, models, and algorithms and all related intellectual property rights, which are protected by proprietary rights and laws. Any Phonely trade names, trademarks, service marks, graphics, logos, scripts, and sounds are the intellectual property of Phonely. All trade names, trademarks, service marks, and logos on the Services not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks, or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting any right to use any trade names, trademarks, service marks, or logos without the express prior written consent of the owner. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the Services.

9. User Content

Phonely may use User Content, and provide necessary access to Third Party Service providers acting on Phonely’s behalf: (a) to develop, improve, provide, maintain, and optimize the Services; (b) to prevent or address service or technical problems or in connection with support matters; (c) as compelled by law; or (d) to enforce this Agreement.

Subject to the limited licenses granted herein, you own, and Phonely acquires no right, title, or interest under this Agreement in or to, any User Content. “User Content” means all data, content, and information made available to Phonely by or on behalf of you in connection with the Services. You also represent that any User Content you make available to us is accurate and has not been altered in any way.

10. AI Outputs; Accuracy

Due to the nature of our Services and artificial intelligence generally, output may not be unique and other users may receive similar output from our Services. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in output that does not accurately reflect real people, places, or facts.

11. Use Restrictions; Rules of Conduct

You may not use the Services in violation of this Agreement, our Acceptable Use Policy located at https://www.phonely.ai/acceptable-use-policy (the “Acceptable Use Policy”), or any applicable laws or regulations. Without limiting the generality of the foregoing, in connection with your use of the Services, you must not, either directly or indirectly (e.g., through the use of any device, software, Internet site, web-based or app-based service, or other means):

• remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices included with the Services, or any digital rights management mechanism, device, or other content protection or access control measure associated with the Services;
• except as expressly authorized under this Agreement and permitted by the functionality of the Services as made available to you, copy, record, download, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, or exhibit, transmit, or retransmit any portion of the Services;
• post, transmit, or otherwise make available through or in connection with the Services any materials that are or may be: (a) threatening, harassing, degrading, hateful, or intimidating, or that otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent, or otherwise tortious; (c) obscene, indecent, pornographic, or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner;
• post, transmit, or otherwise make available through or in connection with the Services any virus, worm, trojan horse, easter egg, time bomb, spyware, or other computer code, file, or program that is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment (each, a “Virus”);
• use the Services for any purpose that is fraudulent or otherwise tortious or unlawful, or that would further any fraudulent activity or otherwise attempt to mislead others as to the identity of the sender or the origin of any communication made using the Services, including identity theft, or encourage conduct that would constitute a criminal offense or give rise to civil liability;
• harvest or collect information in violation of this Agreement or Phonely’s Privacy Policy;
• interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available, including by hacking or defacing any portion of the Services, or violate any requirement, procedure, or policy of such servers or networks;
• restrict or inhibit any other person from using the Services, or otherwise interfere with any other person’s use and enjoyment of the Services;
• reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) the Services, except as expressly authorized herein, without Phonely’s express prior written consent;
• reverse engineer, disassemble, decompile, decode, modify, adapt, or otherwise attempt to derive, discover, learn, or study the structure or organization, underlying algorithms or other internals, protocols, data structures, or other externals, or the source code of, or gain access to or create any derivatives of, any component of any portion of the Services, or acquire any technical specifications or gain any competitive advantage;
• use technology or other means to access, index, frame, or link to any portion of the Services, including by removing, disabling, bypassing, or circumventing any content protection or access control mechanisms, or otherwise incorporate any portion of the Services into any product or service, without Phonely’s express prior written consent;
• use any robot, spider, site search/retrieval application, or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or otherwise gather or access the Services, or reproduce or circumvent the navigational structure or presentation of the Services, without Phonely’s express prior written consent;
• use any portion of the Services in connection with any machine learning or artificial intelligence technologies;
• use any AI-generated voices or content produced by the Services to train, improve, or develop any model, product, or service that competes with Phonely;
• resell, redistribute, or otherwise make available any AI-generated voice outputs as a standalone product or service to third parties;
• use the Services to build any product, service, or platform that functions as a substitute for, or an intermediary layer on top of, the Services;
• share, publish, or transfer any API keys, access credentials, or authentication tokens to any unauthorized third party;
• use any portion of our Services as a sole source of truth or factual information, as a substitute for professional advice, or for any purpose that could have a legal or material impact on a person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them; or
• engage in any other conduct in connection with the Services that may harm or otherwise expose Phonely or any third party to liability.

You are responsible for obtaining, maintaining, and paying for all hardware and all telecommunications and other services needed to use the Services. You are solely responsible and liable for all your use of the Services, directly or indirectly, by or on behalf of you (including any actions taken by your AI phone agent), and whether such use is permitted by or in violation of this Agreement, the Acceptable Use Policy, or any applicable law or regulation. You are, at your expense, solely responsible and liable for (i) all matters relating to User Content, including all costs, obligations, and liabilities associated with the processing and transfer of User Content in connection with the Services, and (ii) providing all necessary notices and disclosures, and obtaining any necessary rights, consents, permissions, or authorizations (including any applicable publicity clearances and releases), related to making available User Content to Phonely for (1) Phonely’s use under this Agreement, and (2) your use of the Services under this Agreement (e.g., your use of any AI phone agent developed through the Services). You are responsible for ensuring the legality and appropriateness of your use of the Services, including by utilizing commercially reasonable human review efforts as appropriate. You must not use the Services to promote discrimination, bigotry, racism, hatred, harassment, violence, or harm to any individual or group. You will promptly notify Phonely of any unauthorized access or use of the Services.

You will not submit to the Services any data subject to heightened security requirements under applicable law, including Protected Health Information under HIPAA, payment card data under PCI DSS, or biometric identifiers under applicable law, unless expressly authorized in writing by Phonely. If the parties have executed a Business Associate Agreement (“BAA”), Protected Health Information may be submitted pursuant to the BAA, which is incorporated by reference, and in the event of a conflict between these Terms and the BAA regarding Protected Health Information, the BAA controls.

The Services are not designed or intended for use in any situation where failure or inaccuracy could lead to death, personal injury, or severe physical or environmental damage, including the operation of emergency services, life-support systems, medical devices, or critical infrastructure. You will not use the Services for any such high-risk activities, and Phonely disclaims all liability for any use of the Services in such contexts.

12. Feedback

If you provide Phonely with any ideas for improvement, information, materials, ideas, concepts, techniques, suggestions, or other feedback with respect to the Services or any of our other products and services (collectively, “Feedback”), Phonely will have the unrestricted right to use such Feedback for any purpose without any obligation or other payment to you.

13. Analytics Data

Phonely may monitor use of the Services and will have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including information and data derived therefrom) (collectively, “Analytics Data”), and Phonely will be free (during and after the term) to use, disclose, and otherwise exploit the Analytics Data so long as any disclosure does not directly or indirectly identify you.

14. Disclaimers

While we try to maintain the timeliness, integrity, and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct, or secure, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors, and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services.

The Services are for general informational purposes only, and are not intended to advise, instruct, or make recommendations with respect to any particular subject, matter, material, problem, situation, or individual. No portion of the Services should be relied upon for advice, in whole or in part. Phonely is a technology service provider, and is not in the business of providing legal, financial, accounting, tax, health care, insurance, real estate, or other professional service or advice, and you should consult with professionals for advice prior to making important decisions in these areas.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SERVICES AND ANY THIRD PARTY SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY; AND (B) PHONELY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES AND ANY THIRD PARTY SERVICES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH PHONELY AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

15. Compliance

You will comply with all federal, state, local, and international laws, statutes, and regulations, and all applicable orders, judgments, decisions, rules, policies, opinions, attorney general opinions, or guidelines passed or issued by any regulatory authority or any competent court, in each case related to your access and use of the Services, including those related to telecommunications, use of AI, anti-spam (such as the Telephone Consumer Protection Act (TCPA) and CAN-SPAM Act in the U.S., or equivalent laws in other jurisdictions), privacy and data security, account collection, export control, consumer protection, unfair competition, anti-discrimination, securities, and false advertising. You acknowledge and agree that Phonely provides Services to facilitate communication on behalf of its users and customers, and Phonely is not responsible or liable for any calls, messages, or campaigns initiated using the Services, including the legality, compliance, or outcomes of such calls, messages, or campaigns. We may comply with governmental, court, and law enforcement requests or requirements relating to provision or use of the Services, or to information provided to or collected under this Agreement. We reserve the right, at our sole discretion, to report information from or about you, including your use of the Services, to law enforcement.

Your use of the Services for outbound calling, texting, and AI-generated voice communications is subject to the additional requirements set forth in the AI Supplemental Terms (Calling, Texting, and AI-Generated Voice Compliance), which is incorporated into and forms part of this Agreement.

16. Unlimited Services

Certain Services may be offered on an “unlimited” basis. Unlimited Services may only be used for normal business purposes and exclude international calling to countries other than Canada (which incurs additional fees). Prohibited uses of unlimited Services include:

• trunking or forwarding your Phonely number to other numbers capable of handling multiple simultaneous calls or to a private branch exchange (PBX);
• spamming or blasting bulk/junk voicemail, emails, or SMS messages;
• bulk call-in lines such as customer support or sales call centers not provided by Phonely; and
• auto-dialing or predictive dialing.

17. Moderation

We do not undertake to review any User Content or use of our Services (including the content of calls, messages, or campaigns for compliance), and we expressly disclaim any duty or obligation to undertake any such monitoring or review. Although we have no obligation to screen, edit, or monitor User Content or your use of our Services, we may:

• delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including for any violations of applicable law or this Agreement;
• use technologies and procedures, such as filters, to terminate any unsolicited advertisements transmitted in violation of applicable law or regulation without delivering them;
• take any action with respect to User Content or your use of the Services that is necessary or appropriate, in Phonely’s sole discretion, to ensure compliance with applicable law or regulations, or to protect Phonely’s or any third party’s rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests) or to respond to threats to the personal safety of users or the public; and
• as permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Services.

18. Recording Calls; Transcribing Calls; Voice-to-Text; Text-to-Voice

Certain Services provide a function that allows you to record individual telephone conversations. The laws regarding notice, notification, and consent requirements for recording conversations vary from state to state. In some states, you are required to obtain consent from all parties involved in a conversation before recording. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature.

Certain Services may provide a function that transcribes voice communications into text. You understand and agree that Phonely’s transcription features may not always produce accurate or complete transcriptions. Variations in audio quality, accents, background noise, or other factors may affect transcription accuracy. You are solely responsible for reviewing and verifying the accuracy of any transcription generated using the Services. Note that the laws applicable to call transcription differ by state, province, and country. In some jurisdictions, transcribing recorded calls, recording calls, or even transcribing real-time speech during a call or video is prohibited or requires informed consent from some or all parties involved in the conversation. Phonely recommends that you review the relevant laws of your locality or consult with an attorney regarding your specific circumstances.

19. Number Porting and Availability

Through working with Third Party Services providers, Phonely will use reasonable efforts to facilitate number transfers or port requests for you, provided that you comply with all applicable procedures and requirements for porting between service providers. You acknowledge and understand that number porting depends on the cooperation of third parties outside of Phonely’s control. Accordingly, you agree that Phonely will not be liable for the failure or delay of any third party to cooperate in the porting of any telephone number, or for the allegedly unauthorized porting of any telephone number by a third party. Phonely cannot guarantee that requested telephone numbers will be available, that your existing provider will port your number, or that circumstances beyond Phonely’s control will not prevent or delay a successful port of your number for the Services. You understand and agree that Phonely may need to change the telephone number assigned to you (due to an area code split or for other reasons), and Phonely shall have no liability in relation to such changes.

20. No 911 Service; Operator Assisted Calling, 311, 511, and Other X11 Calling

Phonely does not provide access to emergency services (911). By using the Services, including porting your existing numbers to Phonely, you acknowledge that you must make alternative arrangements to reach 911. It is your responsibility to inform all business colleagues, household residents, guests, and other persons who may be present at your physical location that 911 is unavailable through the Services. Phonely recommends that you make arrangements to place 911 calls using a traditional wireline or cellular telephone. You should not rely on Phonely for emergency calls or access to 911. The Services do not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900, or calling card calls). The Services may not support 311, 411, 511, and/or other X11 calling in one or more service areas. Phonely disclaims all responsibility and liability for any inability to contact emergency services or delays in reaching emergency responders.

21. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) PHONELY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PROFITS, REVENUE, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY FEEDBACK) OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, PHONELY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) PHONELY WILL NOT BE SUBJECT TO ANY INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF, OR ANY PERSON’S ABILITY TO ACCESS, ANY PORTION OF THE SERVICES, AND YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR IN CONNECTION WITH THE SERVICES OR ANY ACT OR OMISSION BY PHONELY OR ANY OF THE AFFILIATED ENTITIES ARE NOT IRREPARABLE, AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF; (D) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR ANY THIRD PARTY MATERIALS IS TO STOP USING THE SERVICES; AND (E) THE MAXIMUM AGGREGATE LIABILITY OF PHONELY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO PHONELY IN THE PREVIOUS SIX (6) MONTHS SOLELY FOR THE RIGHT TO USE THE SERVICES AND (II) ONE HUNDRED U.S. DOLLARS ($100.00). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH PHONELY AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

22. Indemnity

To the fullest extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Phonely and the Affiliated Entities (including our and their respective successors and assigns) from and against all claims, causes of action, demands, suits, proceedings, judgments, orders, damages, liabilities, losses, costs, expenses, and fees (including attorneys’ fees) arising out of or relating to (a) your use (including any misuse) of, or activities in connection with, the Services, including, without limitation, any (i) voicemail, broadcast, fax spam, or solicitations that you may send and/or receive using the Services, (ii) your recording or transcription of telephone conversations, (iii) your inability to access emergency services (911) or delays in emergency response related to your use of the Services, (iv) any calls, messages, or campaigns using the Services, and (v) your use of or connection to any Third Party Services; and (b) any violation or alleged violation of this Agreement or any applicable laws or regulations by you.

23. Term and Termination

This Agreement is effective until terminated. You may stop accessing the Services at any time. Phonely may terminate or suspend your use of the Services at any time and without prior notice, for any or no reason, including if Phonely believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Services will immediately cease, and Phonely may, without liability to you or any third party, immediately deactivate or delete your account, if any, and all associated materials, without any obligation to provide any further access to such materials. Any provision of this Agreement (including the AI Supplemental Terms) that by its nature should survive termination or expiration, will survive, including, without limitation, provisions governing intellectual property and proprietary rights, fees accrued prior to termination, disclaimers, limitations of liability, indemnification, and dispute resolution.

24. Governing Law

The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of Delaware, U.S.A., without regard to its principles of conflicts of law, and regardless of your location.

25. Arbitration

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, AND EXCEPT FOR PHONELY’S OPTION TO BRING A CLAIM IN A COURT OF COMPETENT JURISDICTION SEEKING ONLY INJUNCTIVE RELIEF TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF A PARTY’S COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND PHONELY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT PHONELY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY, OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.

YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

The arbitration will be administered by JAMS pursuant to its rules then in effect. For matters with a disputed amount in controversy of $250,000 or less, the arbitration shall be administered in accordance with JAMS’ Streamlined Arbitration Rules and Procedures; for matters exceeding $250,000, the arbitration shall be administered in accordance with the JAMS Artificial Intelligence Disputes Rules and Procedures (or, if inapplicable to the core claims, the JAMS Comprehensive Arbitration Rules and Procedures) then in effect. JAMS’ rules are available at www.jamsadr.com or by calling JAMS at 800-352-5267.

The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.

26. Information or Complaints

If you have a question or complaint regarding the Services, please send an e-mail to [email protected]. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

27. Export Controls

You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant, and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users. You agree not to export, re-export, or transfer, directly or indirectly, any of the Services, or any U.S. technical data acquired from any of the Services, or any products utilizing such data, in violation of U.S. export laws or regulations. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

28. Miscellaneous

This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Phonely. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. Any delay or failure on our part to enforce a provision of this Agreement is not a waiver of our right to enforce it later. You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is for convenience only. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate. Any use of the term “including” or variations thereof shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Phonely relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings. Notices to you (including notices of changes to this Agreement) may be made via posting to the Services or by e-mail, or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Phonely will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

29. Contact

Phonely, Inc., 105 N 1st St #1710 SMB#62824, San Jose, California 95113. Telephone: 415-915-8520. Email: [email protected]

AI SUPPLEMENTAL TERMS - CALLING, TEXTING, AND AI-GENERATED VOICE COMPLIANCE

These AI Supplemental Terms are incorporated into and forms part of the Terms of Service between Phonely, Inc. (“Phonely”) and you. Capitalized terms not defined in these AI Supplement Terms have the meanings given in the Terms. In the event of a conflict between these AI Supplemental Terms and the Terms regarding your use of the Services for outbound calling, texting, or AI-generated voice communications, these AI Supplemental Terms control.

1. Scope. These AI Supplemental Terms govern all use of the Services that involves outbound telephone calls, AI-generated voice communications, automated dialing, or text messaging, including lead qualification, appointment reminders, batch calling, collections, and any other voice or messaging functionality made available through the platform.

2. Regulatory Framework. The Services are subject to the Telephone Consumer Protection Act, 47 U.S.C. § 227 (“TCPA”), the Telemarketing Sales Rule enforced by the Federal Trade Commission, the rules adopted by the Federal Communications Commission (“FCC”) at 47 C.F.R. § 64.1200, and applicable state telemarketing and consumer-protection laws (together, “Telecom Laws”). You are solely responsible for complying with all Telecom Laws that apply to your particular use case, industry, and geographic reach.

3. Classification of AI-Generated Voice. You acknowledge that the FCC has confirmed that AI-generated voices, including synthetic speech, voice cloning, and text-to-speech output produced through the platform, constitute an "artificial or prerecorded voice" under the TCPA. As a result, calls placed using the platform's AI voice agents are subject to the same consent requirements as traditional robocalls and prerecorded-message calls. You may not use the platform to place AI-generated voice calls without first obtaining the consent required under applicable Telecom Laws.

4. Consent Requirements.

1. Telemarketing and advertising calls. Calls to wireless telephone numbers or residential lines that introduce an advertisement or that constitute telemarketing require the prior express written consent of the called party. Such consent must: (i) be in writing (electronic signatures are permitted under E-SIGN); (ii) clearly and conspicuously disclose that the consumer agrees to receive calls that use an artificial or prerecorded voice, which may include AI-generated voice technology; (iii) identify the specific seller or entity authorized to make the calls; (iv) state that consent is not a condition of purchasing any goods or services; and (v) be signed by the consumer, electronically or otherwise.
2. Informational and transactional calls. Non-marketing calls, such as appointment reminders, delivery notifications, and account alerts, require prior express consent. Such consent may be established where a consumer provides a telephone number in connection with a transaction and the content of the call relates closely to that transaction.
3. Your responsibility. You are solely responsible for obtaining, documenting, and retaining evidence of valid consent before initiating calls through the platform. Phonely does not obtain consent on your behalf and makes no representation that your consent practices comply with applicable law.

5. AI Disclosure to Call Recipients.

1. At the start of the call. You must configure your AI voice agents to identify, at the beginning of each outbound call, the name of the business or entity on whose behalf the call is made and the purpose of the call. In some jurisdictions, you may also be required to disclose that the AI voice agent is artificially generated.
2. In responsive communications. Where AI voice agents are used to respond to inbound consumer calls, you must configure them to disclose the artificial nature of the AI voice agent where required by law.
3. Regulatory developments. The FCC has proposed rules that would require specific consent language referencing AI-generated calls, as well as in-call disclosures when AI technology is used. You are responsible for monitoring FCC Docket No. 23-362 for updates and adjusting your practices accordingly.
4. No deception. You must not mislead any consumer about the artificial identity of any AI voice agent.

6. Do-Not-Call Compliance.

1. National registry. If you make telemarketing calls, you must scrub your call lists against the National Do-Not-Call Registry maintained by the FTC at least once every 31 days before launching campaigns, and you must maintain an active subscription to the Registry.
2. Internal list. You must maintain an internal suppression list of individuals who have asked not to be called. Such requests must be honored within 30 days and retained for the period required by applicable law, and you must train your personnel on these practices.
3. Entity-specific requests. Opt-out requests apply to the specific entity on whose behalf the call was made. If you operate multiple lines of business or brands, you must maintain separate suppression lists where required by law.

7. Consent Revocation.

1. Recognizing revocation. Consumers may revoke consent by any reasonable method, including a verbal statement during a call. You must configure your AI voice agents to recognize and appropriately respond to revocation requests, including statements such as "stop calling," "take me off your list," "don't call me again," "unsubscribe," or similar expressions, and to manage all such revocations.
2. Processing timeline. Revocation requests must be processed, and the called party's number added to your internal suppression list, within 10 business days of receipt. You may send a single confirmatory message within 5 minutes of receiving a revocation request, provided that the message contains no marketing content.

8. Calling Hours. You must not use the Services to place calls before 8:00 a.m. or after 9:00 p.m. in the called party's local time zone, unless you have obtained that party's prior express consent to be contacted outside those hours. Some states impose narrower windows (for example, 9:00 a.m. to 9:00 p.m.). You are responsible for determining and complying with the calling hours applicable to each jurisdiction you contact.

9. Call Recording and Two-Party Consent.

1. Recording disclosure. If you enable call recording, you must disclose the recording to the called party and obtain any consent required under applicable law before or at the start of the call.
2. All-party consent states. Certain states require all-party consent before a telephone conversation may be recorded. You must configure your AI voice agents to announce recording and obtain verbal consent when calling numbers in those jurisdictions.

10. State Telemarketing Laws. In addition to federal requirements, you must comply with the state telemarketing and consumer-protection laws applicable to the states into which calls are placed and from which calls originate. Phonely does not warrant that use of the Services satisfies any particular state's telemarketing law. You are responsible for determining which state laws apply to your operations and for configuring your use of the Services accordingly.

11. Caller ID. You must not use the Services to transmit misleading or inaccurate caller-identification information in violation of the Truth in Caller ID Act, 47 U.S.C. § 227(e).

12. Prohibited Call Types. No autodialed, AI-voice, or prerecorded-message calls may be made to: (a) 911 lines or other emergency telephone lines; (b) hospital or healthcare-facility emergency lines; (c) patient rooms in hospitals, healthcare facilities, or elderly-care homes; or (d) paging services.

13. Retention of Consent Records. You must retain records of consent, including the method of consent, the date and time it was obtained, the disclosure presented to the consumer, and the telephone number for which it was given, for at least five (5) years, or for any longer period required by applicable law or litigation hold. Phonely does not store consent records on your behalf.

14. Data Minimization for Outbound Campaigns. When uploading contact lists to the Services for batch calling or outbound campaigns, you should provide only the data elements necessary for the campaign (for example, telephone number, name, and appointment time). You should not upload sensitive personal information (such as government identification numbers or financial account numbers), and you should not upload health information or other data subject to heightened security requirements unless you are authorized to submit it under a Business Associate Agreement or other written agreement with Phonely.