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Impetrix
IMPORTANT LEGAL NOTICE - PLEASE READ CAREFULLY BEFORE USING THIS PLATFORM. THESE TERMS OF SERVICE CONTAIN MANDATORY ARBITRATION PROVISIONS, A CLASS ACTION WAIVER, SIGNIFICANT LIMITATIONS OF LIABILITY, AND A COMPLETE PROHIBITION ON THE SUBMISSION OF PROTECTED HEALTH INFORMATION. YOUR ACCESS TO OR USE OF THE IMPETRIX PLATFORM CONSTITUTES YOUR LEGALLY BINDING ACCEPTANCE OF THESE TERMS IN THEIR ENTIRETY.
These Terms of Service (this “Agreement” or these “Terms”) constitute a legally binding contract entered into by and between Hub Ventures LLC, a limited liability company organized and existing under the laws of the State of Florida, doing business as Impetrix and operating the artificial intelligence voice agent platform accessible at Impetrix.com and all associated subdomains, application programming interfaces, mobile interfaces, embedded environments, and developer-facing tooling (collectively, the “Company,” “Impetrix,” “we,” “us,” or “our”), and the individual, business entity, or other legal organization that accesses, registers for, or uses the Platform or Services (as those terms are defined in Section 2), referred to herein as “Subscriber,” “you,” or “your.” Impetrix and the Subscriber are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
If you are accessing or using the Platform on behalf of a corporation, limited liability company, partnership, nonprofit organization, governmental body, or any other legal entity (each, an “Organization”), then: (a) the term “Subscriber” refers to that Organization and not to you as an individual; (b) you represent and warrant, as a condition of your use, that you are duly authorized to bind that Organization to this Agreement and possess all necessary corporate, organizational, or managerial authority to do so; (c) your acceptance of these Terms constitutes the binding legal obligation of that Organization; and (d) if you subsequently lose such authority, you must immediately cease use of the Platform and notify Impetrix in writing. Any individual who accesses the Platform under your account credentials is deemed your authorized representative, and your Organization bears full, primary, and non-delegable legal responsibility for all acts and omissions of such individuals as if such acts and omissions were directly those of the Organization itself.
Impetrix operates as an enterprise-grade, hybrid business-to-business and business-to-consumer (“B2B/B2C”) software-as-a-service platform that deploys artificial intelligence voice agents and autonomous communication workflows to handle inbound telephone calls, qualify leads, manage appointment scheduling, and automate related customer interaction tasks on behalf of Subscribers and their end-users, without the overhead of traditional human staffing. The Platform is delivered entirely via the internet as a hosted, cloud-based service. No software is sold, licensed for installation, or otherwise transferred to Subscribers; Impetrix sells only a limited right to access and use the Platform as a service in the manner expressly described herein.
The Subscriber expressly acknowledges that the Platform is vendor-neutral in its internal architecture: the underlying telecommunications, artificial intelligence, voice synthesis, transcription, cloud-compute, database, content-delivery, security, observability, and transactional-messaging infrastructure that powers the Platform is provided by one or more rotating, replaceable, third-party Upstream Providers (as defined in Section 2) whose identities Impetrix treats as confidential, proprietary trade secrets. Impetrix reserves the absolute right, in its sole and exclusive discretion and without notice to the Subscriber, to engage, modify, substitute, augment, terminate, or replace any Upstream Provider at any time, and no Subscriber shall acquire any right, expectation, or cause of action arising from Impetrix’s selection, use, or replacement of any specific Upstream Provider.
The Platform's user interfaces, dashboard designs, administrative layouts, and operational workflows are subject to continuous optimization. Impetrix reserves the absolute right to modify, update, alter, suspend, or remove any specific platform feature, visual interface layout, or backend operational workflow at any time, in its sole discretion, without notice and without liability to the Subscriber.
In addition to its core Platform offering, Impetrix separately offers high-end, bespoke custom workflow engineering services to qualifying Subscribers (the “Custom Engineering Services”). Custom Engineering Services are distinct from the core Platform subscription, are governed by a separate Statement of Work or Professional Services Agreement executed between Impetrix and the applicable Subscriber, and are priced, scoped, and delivered independently. These Terms apply to Custom Engineering Services solely to the extent that they establish baseline conduct, intellectual property, confidentiality, indemnification, and liability standards; all specific deliverable, timeline, payment, and work product terms are governed exclusively by the applicable separate agreement. In the event of a direct conflict between a validly executed Statement of Work and these Terms, the Statement of Work governs solely with respect to the specific Custom Engineering Services described therein.
The Platform is operated from the State of Florida, United States of America, and is made available to Subscribers and their end-users located in all fifty (50) states of the United States and in Canada. This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-law principles. Subscribers located in Canada acknowledge and agree that: (a) their use of the Platform is subject to these Terms, including all Florida-law provisions, to the fullest extent permitted by applicable Canadian federal and provincial law; (b) certain mandatory consumer-protection and privacy laws applicable in Canadian provinces, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial equivalents such as Quebec’s Law 25, may confer rights that cannot be waived by contract; (c) where such mandatory Canadian law conflicts irreconcilably with these Terms, the mandatory Canadian law governs only to the minimum extent required by that law; and (d) call recordings, voice data, transcripts, and other data processed through the Platform may be stored on infrastructure located in the United States or in such other jurisdictions as Impetrix’s Upstream Providers may from time to time operate, and by using the Platform, Canadian-based Subscribers consent to such cross-border transfer of data, including any Personal Information (as defined under PIPEDA), subject to the safeguards described in Section 9 of these Terms and subject in all events to the strict thirty-day data purge policy described in Section 2 and elsewhere in this Agreement.
The Platform is not currently available to Subscribers, end-users, or callers located outside of the United States and Canada, and Subscribers are expressly prohibited from deploying AI Agents that target, serve, or process communications from individuals located in the European Union, the European Economic Area, the United Kingdom, or Switzerland. Impetrix makes no representation that the Platform complies with the laws of any jurisdiction outside the United States and Canada.
You accept and agree to be legally bound by this Agreement, and represent that you have read and understood it in full, upon the earliest of any of the following events:
• Clicking “Accept,” “Agree,” “Get Started,” “Create Account,” or any similar affirmative action during the registration or onboarding process;
• Completing the automated onboarding flow, including providing a website URL for knowledge base generation or submitting a business description prompt;
• Activating a free trial, including by entering payment information in anticipation of a post-trial subscription;
• Making any payment for a Subscription Plan or funding the internal Wallet;
• Deploying, configuring, or activating any AI Agent through the Platform;
• Connecting any user-authorized third-party integration through the Platform’s integration interface, including without limitation Google Calendar, HubSpot, Salesforce, GoHighLevel, Shopify, WooCommerce, or any Meta/Facebook product;
• Accessing the Platform’s dashboard, application programming interface, or any feature thereof, whether or not a payment has been made; or
• Executing an Order Form, Statement of Work, or any other written agreement that incorporates these Terms by reference.
If you do not agree to all of the terms and conditions set forth in this Agreement, you must immediately cease all access to and use of the Platform and must not register for an account. Impetrix’s willingness to provide you access to the Platform is expressly conditioned upon your acceptance of and full, continuous compliance with this Agreement in its entirety. There are no exceptions, and no purported partial acceptance, conditional acceptance, side-letter modification, or oral assurance shall be effective unless reduced to a writing signed by a duly authorized officer of Gin Ventures LLC.
Access to and use of the Platform is restricted to individuals who satisfy all of the following eligibility criteria simultaneously, without exception:
• Age. You must be at least eighteen (18) years of age. If you are under the age of majority in your jurisdiction of residence and that age is higher than eighteen (18) years, you must have obtained the legally required consent of a parent or legal guardian to enter into a binding contract, and by accepting these Terms, you represent that such consent has been obtained. Impetrix does not knowingly permit individuals under the age of thirteen (13) to create accounts or access the Platform for any purpose.
• Legal Capacity. You must have the full legal capacity and authority to enter into binding contracts under the laws of your jurisdiction of residence. Persons who have been adjudicated legally incompetent or who are otherwise legally incapable of contracting are not permitted to use the Platform.
• Non-Restricted Status. You must not be a person or entity subject to sanctions, export controls, or restrictions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce Bureau of Industry and Security (BIS), or any other applicable U.S. or Canadian governmental authority. By using the Platform, you represent and warrant that you are not named on any U.S. government denied-party, specially designated nationals, or entity list.
• Business Purpose. Subscribers accessing the Platform under a business account represent and warrant that they are conducting a lawful business or professional activity and that their use of the Platform is in connection with such lawful activity. The Platform is not intended for purely personal, household, or consumer use unrelated to a business purpose.
• No Healthcare Use; Non-Covered-Entity Status. The Subscriber represents and warrants that it is not a HIPAA covered entity or business associate, that it is not accessing or using the Platform for any healthcare treatment, payment, or operations purpose, and that it is not deploying any AI Agent in any context in which Protected Health Information is solicited, expected, or reasonably likely to be collected as a purpose of the deployment. This representation is a continuing eligibility condition; a Subscriber that cannot make or maintain it is not eligible to use the Platform in its current form.
• Competitor Exclusion. No employee, contractor, agent, officer, director, equity holder, or affiliate of any entity that operates a competing artificial intelligence voice agent, conversational AI, automated telephony, or substantially similar platform is permitted to access or use the Platform, in whole or in part, for competitive intelligence, benchmarking, reverse engineering, feature comparison, vendor identification, or any other purpose adverse to Impetrix’s business interests, without the express prior written consent of an authorized officer of Impetrix. By accessing the Platform, you represent and warrant that you are not accessing it for any such purpose, and you further represent that you will not attempt to identify, infer, fingerprint, probe, or otherwise discover the identity of any Upstream Provider underlying the Platform.
• Business/Non-Consumer Status. The Subscriber represents and warrants that it is accessing the Platform for business or professional purposes and not as a consumer, and that it is not a "consumer" within the meaning of any consumer protection statute of any U.S. state or Canadian province (including without limitation Quebec's Consumer Protection Act and Ontario's Consumer Protection Act). A Subscriber that cannot make this representation is not eligible to use the Platform.
Impetrix reserves the right to verify your eligibility at any time and to suspend or terminate your account immediately, without refund, if Impetrix determines in its sole reasonable discretion that you do not satisfy these eligibility requirements or have misrepresented your eligibility.
Impetrix reserves the right to modify, amend, supplement, or replace any provision of this Agreement at any time, in its sole discretion, to reflect changes in law or regulation, changes in the Platform’s features or functionality, changes in Impetrix’s business model, changes in the Upstream Providers powering the Platform, or for any other legitimate business reason. When Impetrix makes material changes to this Agreement, it will provide you with advance notice by at least one of the following methods: (a) sending an email to the primary email address associated with your account; (b) displaying a prominent in-platform notification upon your next login; or (c) posting a revised version of the Agreement on the Platform’s website with a conspicuously updated “Last Updated” date. For ordinary, non-material modifications (including without limitation any modification reflecting Impetrix’s substitution of one Upstream Provider for another in connection with the operation of the Platform), Impetrix will update the “Last Updated” date without individual notice.
Except as provided in the paragraph below with respect to the Arbitration Agreement, modified Terms become effective for existing Subscribers the later of: (a) thirty (30) calendar days after the date of notice for material changes; or (b) immediately upon posting for non-material changes. Your continued access to or use of the Platform after the applicable effective date of any modification constitutes your irrevocable acceptance of the modified Agreement. If you do not accept a modification, your sole and exclusive remedy is to immediately cease using the Platform and cancel your subscription in accordance with Section 12 prior to the effective date of the modification; provided, however, that no cancellation arising from a modification entitles you to a refund of any prepaid fees for committed subscription terms.
Notwithstanding the foregoing, any modification to the Arbitration Agreement set forth in Section 16 of these Terms shall not apply to any Subscriber who provides Impetrix with written notice of rejection of the modification within thirty (30) calendar days of receiving notice of the change. Rejection of an arbitration modification does not affect any other provision of this Agreement or your right to continue using the Platform; it means only that the prior version of the Arbitration Agreement continues to govern any dispute between you and Impetrix that arose or that is commenced after the date of rejection.
To access the Platform, you must complete the registration process and create an account. During registration, you agree to: (a) provide accurate, current, complete, and non-misleading information about yourself and your business; (b) maintain and promptly update your account information to ensure it remains accurate; (c) designate a valid, operational email address as your primary account identifier; and (d) choose a secure password that satisfies the Platform’s then-current password requirements.
You acknowledge that your primary email address is the immutable anchor of your account identity. Impetrix permits a change to the primary account email address only through a verified request process, subject to identity verification and Impetrix's reasonable security review. This restriction exists to preserve the integrity of account ownership, prevent unauthorized account transfers, maintain a reliable audit trail for billing and compliance purposes, and protect against fraud. If you require a change to your primary account email address, you must contact Impetrix’s support team to initiate a formal account transfer review process, which is subject to identity verification and Impetrix’s sole discretion.
You are solely and exclusively responsible for maintaining the strict confidentiality of your account credentials, including your password and any API keys issued to your account. You agree not to share your credentials with any individual who is not an authorized member of your team as designated within the Platform’s Team Management interface. You accept full responsibility for all activity that occurs under your account, whether or not you authorized such activity. Impetrix is not liable for any loss, damage, or harm arising from your failure to maintain the confidentiality of your credentials.
You agree to notify Impetrix immediately at [email protected] upon becoming aware of any: (a) unauthorized access to your account or credentials; (b) unauthorized use of the Platform under your account; or (c) any security breach or suspected breach affecting your account. Impetrix reserves the right to take any action it deems appropriate in response to a reported or suspected security incident, including temporarily suspending your account pending investigation, requiring credential resets, or revoking API keys.
The Platform’s Team Management module permits the primary account holder (the “Account Owner”) to invite additional individuals (“Authorized Users”) to access the Platform under the Account Owner’s subscription. By inviting an Authorized User, the Account Owner: (a) grants that individual a sublicense to use the Platform subject to all terms and conditions of this Agreement; (b) represents and warrants that the Authorized User has agreed to be bound by this Agreement; (c) accepts full, primary, and non-delegable legal responsibility for all actions, omissions, and uses of the Platform by that Authorized User as if they were the Account Owner’s own; and (d) assumes liability for all Wallet expenditures, call minutes consumed, integration actions taken, and any Acceptable Use Policy violations committed by that Authorized User. Impetrix has no direct contractual relationship with Authorized Users, and all obligations, claims, and enforcement rights run exclusively against the Account Owner.
Impetrix may, in its sole discretion, offer a limited-duration free trial period to new Subscribers (“Free Trial”). The specific duration, feature access, and usage limits applicable to any Free Trial will be disclosed to you at the time of enrollment. Free Trials are available only to first-time Subscribers and may not be claimed by any entity or individual who previously held a Impetrix account. Impetrix reserves the right to modify or terminate the Free Trial program at any time without notice.
Unless you cancel your account before the expiration of the Free Trial period in accordance with the cancellation procedures described in Section 12 of these Terms, your Free Trial will automatically convert to a paid Subscription Plan at the conclusion of the Free Trial, and Impetrix will, through its third-party payment processor Stripe, Inc. (“Stripe”), charge the payment method on file for the applicable Subscription Fee. By providing payment information during the Free Trial enrollment, you expressly authorize Impetrix to initiate this charge without further notice or action on your part. Free Trial eligibility, feature access, and usage during the trial period are provided “as is” and without warranty; Impetrix’s standard disclaimers and liability limitations apply in full during the Free Trial.
These Terms are written in the English language. If these Terms are translated into any other language, the English version controls in the event of any inconsistency or ambiguity. You consent to the formation of this Agreement by electronic means. You acknowledge that electronic signatures, click-wrap acceptances, and other forms of electronic assent are legally binding and enforceable to the same extent as handwritten signatures under applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable Florida electronic signature statutes. You waive any right to claim that this Agreement is unenforceable on the ground that it was formed electronically.
The following capitalized terms have the meanings ascribed to them in this Section 2. These definitions apply throughout this Agreement, including all schedules, exhibits, and documents incorporated herein by reference, unless the context expressly requires otherwise. Where a defined term is used in its plural form, the definition applies to each instance individually and collectively. Where a defined term is used in a verb or adjectival form, the definition applies by logical extension. Capitalized terms used but not defined in this Section 2 have the meanings ascribed to them elsewhere in this Agreement.
2.1 “Account” means the unique, password-protected profile created by or on behalf of a Subscriber to access the Platform, associated with a single immutable primary email address that serves as the account’s permanent identifier. An Account includes all sub-profiles, Authorized Users, AI Agents, Knowledge Bases, Wallet balances, call history, analytics data, integration connections, and billing records associated with that primary email address.
2.2 “Account Owner” means the individual or Organization that created an Account and holds primary legal responsibility for that Account, all Fees associated with it, all Authorized Users operating under it, and all use of the Platform through it. The Account Owner is the exclusive holder of billing rights and the only party authorized to request account deletion, data export, or formal account transfers.
2.3 “Agreement” or “Terms” or “Terms of Service” means this Terms of Service document in its entirety, together with any documents expressly incorporated herein by reference, including the Impetrix Privacy Policy, Acceptable Use Policy, any applicable Order Forms, and any Statements of Work executed between the Parties for Custom Engineering Services, as each may be amended from time to time in accordance with Section 1.6.
2.4 “AI Agent” or “Assistant” means an artificial intelligence-powered virtual voice agent deployed through the Platform to handle inbound telephone calls on behalf of a Subscriber. An AI Agent operates by processing spoken Input from callers in real time using one or more large language models, speech-recognition systems, and voice-synthesis systems provided by one or more third-party Upstream Providers, and responds with synthesized voice Output. An AI Agent is a distinct instance configured by a Subscriber and associated with a specific phone number, Knowledge Base, and set of behavioral parameters. The AI Agent is not a human being, and Impetrix makes no representation that it is equivalent to or a substitute for a human receptionist, customer service representative, or other human professional.
2.5 “Auto-Refill” means the optional automated recurring billing feature, available within the Platform’s Wallet interface, that allows a Subscriber to pre-authorize Impetrix to instruct Stripe to automatically charge the Subscriber’s payment method on file when the Subscriber’s Wallet balance falls below a Subscriber-defined minimum threshold amount (the “Refill Threshold”), bringing the Wallet balance up to a Subscriber-defined target amount (the “Refill Amount”). Enabling the Auto-Refill feature constitutes a standing payment authorization subject to the terms of Section 11.
2.6 “Authorized User” means an individual who has been granted access to a Subscriber’s Account by the Account Owner through the Platform’s Team Management module. Authorized Users operate under the Account Owner’s subscription and are bound by this Agreement through their use of the Platform. All actions taken by an Authorized User are attributable to, and constitute the legal responsibility of, the Account Owner.
2.7 “Business Day” means any day other than a Saturday, Sunday, or a day on which commercial banks in the State of Florida are authorized or required by law to be closed.
2.8 “Calling Credits” or “Minutes” means the per-minute increments of AI voice call capacity consumed from a Subscriber’s Wallet during inbound call interactions handled by an AI Agent. Calling Credits are deducted from the Wallet balance in real time at rates determined by Impetrix in its sole discretion, which rates are subject to adjustment at any time and without prior notice based on changes in the upstream commercial terms imposed on Impetrix by one or more Upstream Providers, including without limitation Telephony Partners, AI Model Providers, Voice Infrastructure Partners, and other Third-Party Infrastructure Providers. Calling Credits have no cash value, are non-refundable, non-transferable, and non-convertible to any other form of compensation.
2.9 “Company,” “Impetrix,” “we,” “us,” or “our” means Gin Ventures LLC, a Florida limited liability company doing business as Impetrix, its successors, and permitted assigns.
2.10 “Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked “confidential,” that the Receiving Party knows or reasonably should know is confidential given the nature of the information or circumstances of disclosure. Confidential Information includes, without limitation: (a) Impetrix’s proprietary Platform architecture, source code, AI model configurations, prompt structures, pricing strategies, product roadmaps, business methods, and the identities, configurations, commercial terms, and technical interfaces of all Upstream Providers (including Telephony Partners, AI Model Providers, Voice Infrastructure Partners, Cloud Hosting Providers, Database Infrastructure Partners, Edge Security Partners, and Transactional Messaging Partners), all of which Impetrix designates as confidential trade secrets; and (b) Subscriber’s business data, Knowledge Base contents, call recordings, transcripts, customer information, and internal workflows. Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order, provided the Receiving Party provides prompt prior written notice to the Disclosing Party to the extent legally permitted.
2.11 “Content” means, collectively, all Input and Output, as defined herein.
2.12 “Custom Engineering Services” means professional services, including bespoke workflow design, custom AI agent architecture, system integration engineering, and related technical consulting, provided by Impetrix to qualifying Subscribers on a project basis outside of and supplemental to the core Platform subscription. Custom Engineering Services are scoped, priced, and delivered pursuant to a separate Statement of Work or Professional Services Agreement and are not included in any Subscription Plan.
2.13 “Digital Receipt” means the timestamped, system-generated log entry created by the Platform when a Subscriber’s AI Agent plays a Legal Disclosure Capability message to a caller during a call interaction, recording the date, time, phone number, and confirmation that the disclosure was played. A Digital Receipt is a technical record only. Impetrix does not represent or warrant that the generation of a Digital Receipt satisfies any particular jurisdiction’s legal requirements for call recording consent, and the Subscriber bears sole legal responsibility for determining whether the disclosure and its associated documentation satisfy all applicable laws. Digital Receipts are subject to the Platform Retention Window described in Section 2.30 and may be irretrievably purged after thirty (30) calendar days.
2.14 “Effective Date” means the date on which a Subscriber first accepts this Agreement in accordance with Section 1.4, or the date specified in an executed Order Form, whichever is earlier.
2.15 “Fees” means, collectively, all amounts owed by a Subscriber to Impetrix under this Agreement, including Subscription Fees, Wallet top-up charges, overage charges, phone number provisioning fees, email notification charges, and any other fees described in Sections 10 and 11.
2.16 “Inbound Call” means a telephone call initiated by a third-party caller to a phone number assigned to or controlled by a Subscriber and routed to an AI Agent through the Platform’s voice infrastructure.
2.17 “Input” means any data, information, content, audio, text, URL, business description, prompt, configuration parameter, or other material provided to the Platform by or on behalf of a Subscriber or a caller interacting with an AI Agent, for any purpose, including the generation of a Knowledge Base, the configuration of an AI Agent’s behavioral parameters, or the processing of a live call. Input includes, without limitation, website content crawled via the Knowledge Base Generation feature, business descriptions entered by the Subscriber, spoken words of callers, and any documents, files, or data uploaded to the Platform. Input expressly excludes Protected Health Information, which is categorically prohibited from being submitted to the Platform under any circumstances. See Section 7.
2.18 “Integration” means any user-authorized, Subscriber-elected third-party service, application, or platform that a Subscriber affirmatively connects to the Platform through Impetrix’s integration interface, including but not limited to: Google Calendar, HubSpot, Salesforce, GoHighLevel, Shopify, WooCommerce for WordPress, and Meta/Facebook. Integrations are distinct from Upstream Providers in that Integrations require the Subscriber’s affirmative consent and the Subscriber’s own independent contractual relationship with the Integration provider. Each Integration is subject to the terms and conditions of the applicable third-party provider, which the Subscriber accepts independently of this Agreement.
2.19 “Knowledge Base” means the customized, indexed repository of information about a Subscriber’s business, products, services, and operational parameters that is generated by the Platform and used to inform an AI Agent’s responses during call interactions. A Knowledge Base may be created through: (a) automated crawling and indexing of a Subscriber-provided website URL processed through one or more AI Model Providers engaged by Impetrix; (b) manual entry of a business description and behavioral prompt; or (c) a combination of both methods. Knowledge Bases are specific to individual AI Agents and are stored on the Platform infrastructure subject to the data retention terms described in Section 9 and the Platform Retention Window described in Section 2.30.
2.20 “Knowledge Base Generation” means the automated process by which the Platform crawls a Subscriber-provided URL, processes the crawled content via one or more third-party AI Model Providers, and generates a structured Knowledge Base used to power an AI Agent, typically completing within a commercially reasonable timeframe following the Subscriber's request. Impetrix does not guarantee any specific completion time, any specific accuracy, completeness, or freshness of generated content, or that any particular AI Model Provider will be used in the generation process. The Subscriber is solely responsible for reviewing and correcting the generated Knowledge Base before deploying an AI Agent.
2.21 “Legal Disclosure Capability” means the optional, Subscriber-configurable audio message played by an AI Agent at the commencement of an Inbound Call to inform callers that the call is being handled by an artificial intelligence system and/or that the call is being recorded. Impetrix provides the technical infrastructure to play a Legal Disclosure Capability and to generate a Digital Receipt thereof, but makes no representation that use of this feature satisfies any particular jurisdiction’s recording consent, robocall disclosure, or consumer notification requirements. The Subscriber is solely responsible for the content, sufficiency, and legal compliance of any Legal Disclosure Capability.
2.22 “Organization” means any corporation, limited liability company, partnership, trust, nonprofit organization, governmental entity, or other legal entity on behalf of which an individual registers for or accesses the Platform.
2.23 “Outbound Call” means a telephone call initiated by an AI Agent or automated dialing component of the Platform to a third-party recipient’s telephone number. Outbound calling functionality is not currently available on the Platform and is designated as a “coming soon” feature as of the Effective Date of this Agreement. When Outbound Call functionality is made available, it will be subject to supplemental terms and conditions that Subscribers must accept before activating that feature, and which will be incorporated by reference into this Agreement.
2.24 “Output” means any data, content, text, audio, transcript, summary, structured data, extracted variable, call log entry, or other material generated by the Platform, an AI Agent, or any Upstream Provider engaged by Impetrix in response to or in connection with Input. Output includes, without limitation: AI-generated voice responses during calls, automatically generated call summaries, conversational transcripts, structured data fields populated from call interactions, and email call reports. Subscribers own their Output, subject to the license terms described in Section 13, but Impetrix does not warrant the accuracy, completeness, legal sufficiency, or fitness for any particular purpose of any Output. The Subscriber is solely responsible for reviewing and verifying all Output before relying on it for any business, legal, or operational purpose, and the Subscriber acknowledges that Output may be irretrievably purged from the Platform after the Platform Retention Window described in Section 2.30.
2.25 “Pass-Through Processor” means Impetrix’s architectural posture with respect to call content and caller data: Impetrix operates as a conduit that transmits Input to Upstream Providers for processing and returns Output to the Subscriber’s dashboard, rather than independently storing raw call audio or caller data for its own purposes. In this capacity, Impetrix does not independently review, analyze, monitor, or control the substance of calls processed through the Platform, and does not maintain authoritative long-term archives of Voice Data beyond the Platform Retention Window. This designation does not limit Impetrix’s ability to retain Usage Data, account data, or compliance logs as described in Section 9.
2.26 “Personal Information” or “Personally Identifiable Information” or “PII” means any information that identifies, or could reasonably be used to identify, a specific individual, including but not limited to: name, telephone number, email address, postal address, date of birth, IP address, device identifier, call recording, voice print, or any combination of data elements that together permit identification of an individual. Personal Information is subject to the data handling and privacy obligations described in Section 9 and applicable law, including the Florida Digital Bill of Rights (to the extent applicable), PIPEDA (for Canadian callers), and any other applicable privacy statutes.
2.27 “PHI” or “Protected Health Information” means any information, in any form or medium, that: (a) relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and (b) identifies the individual, or with respect to which there is a reasonable basis to believe the information can be used to identify the individual, as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), 45 C.F.R. § 160.103. PHI includes, without limitation: medical records, diagnoses, treatment information, prescription data, health insurance information, mental health records, and any other information protected under HIPAA or any state health privacy law.
2.28 “Platform” means the Impetrix software-as-a-service platform in its entirety, including: (a) the web-based dashboard accessible at Impetrix.ai and associated subdomains; (b) all AI Agent deployment and management tools; (c) the Knowledge Base Generation system and Knowledge Base management interface; (d) the call analytics dashboard, call history logs, transcript viewer, audio player, and structured output interfaces; (e) the Wallet and billing management interface; (f) the Auto-Refill system; (g) the call routing, transfer queue, and call forwarding features; (h) the Team Management module; (i) the integration connectors enabling user-authorized Integrations; (j) the Legal Disclosure Capability and Digital Receipt features; (k) the email call reporting system; (l) any Impetrix mobile applications; (m) all application programming interfaces and developer interfaces; and (n) all other features and functionalities made available by Impetrix from time to time. The Platform is constituted of Impetrix’s proprietary orchestration layer, dashboards, business logic, and user-facing tooling, operating on top of, and integrating with, one or more Upstream Providers whose identities, configurations, and commercial terms are Impetrix Confidential Information.
2.29 “Proration Credit” means a non-cash, non-transferable, non-withdrawable account credit issued by Impetrix to a Subscriber’s Platform account upon a mid-billing-cycle downgrade to a lower-priced Subscription Plan, calculated as the pro-rated value of the unused portion of the current billing cycle at the higher-priced plan rate. Proration Credits: (a) have no cash or monetary value; (b) may not be redeemed for cash or any other form of compensation; (c) may not be transferred to any other account or person; (d) may only be applied as an offset against future Subscription Fee invoices; (e) do not apply to Wallet charges; and (f) expire without compensation upon termination or cancellation of the Account.
2.30 “Platform Retention Window” or “Standard Retention Window” means the unified, platform-wide data retention and purge framework applicable to all call-derived data processed through the Platform, including without limitation Voice Data, transcripts, automated call summaries, structured Outputs, call metadata, recording artifacts, and any other call-derived material (collectively, “Call Data”). Under the Platform Retention Window: (a) As a structural data-minimization, security, and compliance protocol of the Platform, all Call Data is purged from the Platform and from all infrastructure operated by or on behalf of Impetrix on a rolling thirty (30) calendar day schedule, measured from the date the underlying Inbound Call concluded. This retention window is established and enforced by Impetrix as a feature of its own privacy-by-design and data-minimization posture, is applied uniformly platform-wide, and is independent of, and shall not be construed to describe, mirror, adopt, or be limited by, the retention practices, technical capabilities, or policies of any individual Upstream Provider; (b) following expiration of the thirty (30) day window, all such Call Data is permanently and irretrievably deleted and shall not be recoverable through any technical, administrative, or commercial means; (c) Impetrix does not warrant, guarantee, or represent that any specific item of Call Data will remain accessible for any portion of the thirty (30) day window, and Call Data may be purged earlier than thirty (30) days due to upstream operational requirements, Upstream Provider deletion practices, system maintenance, security incidents, capacity constraints, or any other reason in Impetrix’s sole discretion; (d) the Subscriber is solely and exclusively responsible for exporting, downloading, and independently retaining any Call Data the Subscriber requires for legal compliance, recordkeeping, dispute resolution, quality assurance, or any other business purpose, and must do so during the thirty (30) day window with no entitlement to any extension or accommodation; and (e) Impetrix expressly disclaims any and all liability for loss, unavailability, deletion, corruption, partial loss, or untimely deletion of Call Data, whether such loss occurs before the expiration of the thirty (30) day window, at the time of the scheduled purge, or thereafter. The Platform Retention Window is a structural feature of the Platform's pass-through, vendor-neutral architecture and may not be modified, suspended, extended, or contractually overridden by any Subscriber under any circumstance; provided, however, that the scheduled purge of any specific Call Data is automatically suspended, and such Call Data is preserved, to the extent and for the duration that Impetrix reasonably determines preservation is required by a legal hold, subpoena, court order, governmental or regulatory demand, or pending or reasonably anticipated litigation, investigation, or legal process, in accordance with Section 6.12. This preservation exception operates solely to permit Impetrix to comply with its own legal preservation obligations, does not create any Subscriber right to extended retention, access, or recovery of preserved Call Data, and does not entitle any Subscriber to invoke, extend, or rely upon the Platform Retention Window as a basis for the destruction of any Call Data subject to a preservation obligation.
2.31 “Services” means all products, features, functionalities, tools, and capabilities made available to a Subscriber through the Platform, including the AI Agent deployment service, the Knowledge Base Generation service, the analytics and reporting service, the call management and routing service, the Wallet service, and all Integration connectors. The term “Services” does not include Custom Engineering Services unless expressly specified.
2.32 “Statement of Work” or “SOW” means a written document executed between Impetrix and a Subscriber that defines the scope, deliverables, timeline, payment terms, and specific conditions applicable to a discrete engagement for Custom Engineering Services. Each SOW is governed by this Agreement as a baseline and, to the extent of any direct conflict between an SOW and these Terms with respect to the specific Custom Engineering Services described therein, the SOW controls.
2.33 “Subscriber” or “you” or “your” means any individual or Organization that has accepted this Agreement and accesses or uses the Platform, whether under a paid Subscription Plan, a Free Trial, or any other form of access. For the avoidance of doubt, Subscriber includes both the Account Owner and all Authorized Users operating under that Account Owner’s Account, with the understanding that all obligations under this Agreement bind each such Authorized User and the Account Owner bears primary legal responsibility.
2.34 “Subscription Fee” means the recurring monetary charge for access to the Platform under a Subscription Plan, processed through Stripe and billed in advance at the frequency applicable to the chosen commitment tier (monthly, quarterly, semi-annual, or annual), as set forth in Section 10. Subscription Fees do not include Wallet charges, phone number provisioning fees, or any other usage-based or ancillary charges.
2.35 “Subscription Plan” means one of the tiered access packages offered by Impetrix (currently designated as the Simple, Pro, and Enterprise tiers, or such other tier designations as Impetrix may establish from time to time), each providing specified features, usage limits, and capabilities at specified price points, as described on the Platform’s pricing page. Subscription Plans are available under four commitment durations: (a) Monthly (base price, auto-renewing every thirty (30) days); (b) Quarterly (10% discount, prepaid, non-refundable upon mid-term cancellation, auto-renewing every ninety (90) days); (c) Semi-Annual (15% discount, prepaid, non-refundable upon mid-term cancellation, auto-renewing every one hundred eighty (180) days); and (d) Annual (25% discount, prepaid, non-refundable upon mid-term cancellation, auto-renewing every three hundred sixty-five (365) days).
2.36 “Upstream Provider” or “Third-Party Infrastructure Provider” means any third-party technology vendor or supplier whose products, services, or application programming interfaces are used by Impetrix as components of the Platform’s back-end infrastructure, without the Subscriber’s direct contractual relationship with that vendor (unless separately established outside this Agreement). The identities, configurations, commercial terms, and technical interfaces of all Upstream Providers are Impetrix Confidential Information and are not disclosed to Subscribers. Upstream Providers are categorized for descriptive purposes in this Agreement as follows: (a) “Telephony Partners,” which provide public switched telephone network connectivity, telephone number provisioning, call routing, and carrier-level services; (b) “AI Model Providers,” which provide large language model, embedding, summarization, structured-extraction, and analogous artificial intelligence inference capabilities; (c) “Voice Infrastructure Partners,” which provide real-time voice processing, speech-to-text transcription, text-to-speech synthesis, call recording infrastructure, and analogous voice-runtime capabilities; (d) “Cloud Hosting Providers,” which provide virtualized compute, storage, networking, and analogous hosting infrastructure; (e) “Database Infrastructure Partners,” which provide managed database, vector-store, and analogous persistent-storage services; (f) “Edge Security Partners,” which provide content delivery network, distributed denial-of-service protection, web application firewall, and analogous perimeter security capabilities; and (g) “Transactional Messaging Partners,” which provide transactional email and analogous notification delivery infrastructure. Impetrix reserves the unilateral right, in its sole discretion and without notice to the Subscriber, to engage, modify, substitute, augment, terminate, or replace any Upstream Provider in any category at any time. Impetrix’s relationships with Upstream Providers do not create any privity of contract, warranty obligation, third-party beneficiary right, or liability between any Upstream Provider and any Subscriber.
2.37 “Voice Infrastructure Partner” means any third-party Upstream Provider in the category described in Section 2.36(c), whose technology underlies the real-time voice processing, speech-to-text, text-to-speech, call recording, and transcript generation capabilities of the Platform. The identity of any specific Voice Infrastructure Partner is Impetrix Confidential Information and is subject to change at Impetrix’s sole discretion without notice. Notwithstanding any retention practice that any specific Voice Infrastructure Partner may apply to its own systems, all Call Data made available through the Platform is governed exclusively by the Platform Retention Window described in Section 2.30, under which Call Data is purged on a strict rolling thirty (30) day schedule and may be purged earlier without notice or liability. Impetrix does not control, warrant, or extend any retention period applied by any Voice Infrastructure Partner and is not liable for data unavailability resulting from any such Partner’s deletion practices, capacity limitations, service interruptions, or any other cause.
2.38 “Voice Data” means any audio recording, voice print, spoken word content, or other audio-format data generated during a call interaction handled by an AI Agent, whether captured as a raw audio file (in any compressed or uncompressed audio format) or processed into a text transcript. Voice Data is stored on infrastructure operated by or on behalf of Impetrix and one or more Voice Infrastructure Partners and is made available to Subscribers through the Platform’s dashboard solely during the Platform Retention Window described in Section 2.30. Following the expiration of the thirty (30) day Platform Retention Window, Voice Data is permanently and irretrievably purged from all Platform-accessible systems and becomes inaccessible through the Platform under any circumstance. Impetrix does not maintain independent long-term storage of raw Voice Data and expressly disclaims any obligation to recover, restore, reconstruct, or otherwise make available any Voice Data after its purge. The Subscriber is solely and exclusively responsible for downloading and independently archiving any Voice Data required by the Subscriber for legal, regulatory, evidentiary, operational, or any other purpose, and must do so within the thirty (30) day window, with full understanding that Voice Data may be purged earlier than thirty (30) days without notice.
2.39 “Wallet” means a closed-loop, account-internal prepaid funding mechanism associated with the Subscriber's Account, against which the Subscriber's metered consumption of Impetrix's own Platform features and services is drawn down in arrears as such consumption occurs. Amounts the Subscriber prepays into the Wallet (each, a "Prepaid Funding Amount," and the resulting account-internal entitlement, "Credits") constitute an advance prepayment toward the Subscriber's anticipated future usage charges for Impetrix's own Platform services, applied against those charges as the Subscriber incurs them at the consumption rates determined by Impetrix from time to time under Sections 2.8 and 11.5. The Wallet is not a deposit, balance, stored sum, or thing of independent value held for the Subscriber; it is a running record of the Subscriber's prepayment against its own metered usage of Impetrix's services, redeemable solely by consuming those services and for no other purpose. Credits are non-transferable, are redeemable exclusively for Impetrix's own Platform features and services within Impetrix's single-provider closed-loop environment, are not redeemable for or usable as payment toward the goods, services, or obligations of any third party, and confer no monetary, deposit, creditor, ownership, or property interest in any funds. Credits are acquired through Subscriber-initiated purchases processed through Stripe, are denominated for reference purposes in United States Dollars at a one-to-one ratio at the time of purchase solely to determine the quantity of Credits issued, and thereafter function exclusively as an internal access entitlement redeemable only against Platform usage. Credits: (a) have no independent or intrinsic cash or monetary value; (b) are non-refundable; (c) may not be withdrawn, redeemed for cash, transferred, assigned, exchanged, or converted to any other form of value; (d) constitute solely a revocable license to access Platform features and confer no ownership, property, deposit, or creditor interest in any funds; and (e) are subject to extinguishment, tolling, and forfeiture as provided in Section 11.10: Credits are permanently extinguished upon the permanent termination, cancellation, or deletion of the Account, with no right of recovery, reinstatement, or compensation; the expiration and consumption of Credits are tolled and paused during any period of temporary suspension and resume upon reinstatement, with no extinguishment occurring solely by reason of the passage of time during the suspension period; and Credits outstanding at the time of a for-cause termination following suspension are forfeited and subject to the cost-offset treatment set forth in Section 11.10. The Wallet is an internal access-management record only and is not a bank account, stored-value account, electronic money account, prepaid access instrument, gift card, money-transmission instrument, or any other regulated financial instrument or product.
This Section 3 governs the nature, scope, and conditions of the license granted by Impetrix to Subscribers for access to and use of the Platform and Services. The license granted herein is the sole authorization under which a Subscriber may access the Platform; all use beyond the express boundaries of this license is unauthorized, constitutes a material breach of this Agreement, and may give rise to civil and criminal liability.
Subject to the Subscriber’s: (a) timely payment of all applicable Fees; (b) continuous and complete compliance with all terms and conditions of this Agreement, including the Acceptable Use Policy set forth in Section 7; and (c) maintenance of an active, non-suspended Subscription Plan, Impetrix hereby grants to the Subscriber a limited, revocable, non-exclusive, non-transferable, non-sublicensable, personal right to access and use the Platform and Services solely: (i) for the Subscriber’s own internal business purposes; (ii) in the geographic territory described in Section 1.3; (iii) during the then-current Subscription Term; and (iv) in strict accordance with the documentation, instructions, and usage parameters made available by Impetrix.
This license is a right of access only. Nothing in this Agreement shall be construed as a sale, assignment, transfer, or conveyance of any ownership interest in the Platform, the Services, or any component thereof. All title, ownership, and intellectual property rights in and to the Platform, the Services, and all underlying technology, infrastructure, software, models, algorithms, data structures, and documentation remain exclusively with Impetrix and its licensors. The Subscriber acquires no rights in or to the Platform except the limited access right expressly stated in this Section 3.1. All rights not expressly granted herein are reserved by Impetrix.
The foregoing license encompasses access to: (a) the Subscriber-facing web dashboard and all features available therein as of the Effective Date and as may be added or modified from time to time; (b) the AI Agent deployment and management tools; (c) the Knowledge Base Generation system; (d) the call analytics, transcript, and structured output interfaces; (e) the Wallet management interface; (f) the integration connection tools; (g) the Team Management module, subject to Section 3.5; and (h) any application programming interfaces (“APIs”) made available by Impetrix to the Subscriber for programmatic interaction with the Platform, subject to Section 3.6.
The license granted in Section 3.1 is conditioned upon, and the Subscriber expressly agrees at all times to observe, each of the following restrictions and conditions, which are material terms of this Agreement, violation of any one of which shall constitute grounds for immediate suspension or termination of the license and the Subscriber’s account without refund:
• No Resale or Commercialization. The Subscriber shall not resell, sublicense, distribute, rent, lease, lend, share, or otherwise make the Platform or any component thereof available to any third party for commercial consideration or as a service bureau, without the express prior written authorization of Impetrix. The Platform is licensed solely for the Subscriber’s own internal business use. Subscribers who wish to offer Impetrix-powered services to their own end-customers must enter into a separate written reseller or white-label agreement with Impetrix; no such rights are conferred by this Agreement, and Impetrix expressly reserves the right to decline such arrangements in its sole discretion.
• No White-Labeling. The Subscriber shall not rebrand, relabel, co-brand, or represent the Platform or any AI Agent powered by it under the Subscriber’s own brand or any third-party brand to end-customers in a manner that constitutes the offering of a competing product, without a separately executed white-label agreement. The existence of this restriction is a material inducement to Impetrix’s willingness to grant the license herein.
• No Reverse Engineering. The Subscriber shall not, directly or indirectly, and shall not permit any Authorized User, agent, contractor, or any other person acting on the Subscriber’s behalf to: decompile, disassemble, decode, reverse engineer, reverse compile, or otherwise attempt to derive or reconstruct the source code, underlying model architecture, prompt logic, algorithmic structure, or trade secrets embedded in the Platform, any AI Agent, or any component thereof. This prohibition applies regardless of whether applicable law might otherwise permit such activity, and the Subscriber expressly waives any statutory right to engage in reverse engineering to the maximum extent permissible by law.
• No Scraping or Automated Extraction. The Subscriber shall not use any robot, spider, crawler, scraper, data mining tool, or other automated means to access, copy, index, or extract any data, content, or information from the Platform, including from the dashboard, call logs, analytics interfaces, or any API endpoint, beyond what is expressly permitted by Impetrix’s published API documentation. This prohibition extends to the extraction of non-Subscriber data, platform metadata, or competitive intelligence about Impetrix’s system architecture or pricing structures.
• No Modification or Derivative Works. The Subscriber shall not modify, adapt, translate, create derivative works of, or prepare derivative products or services based on the Platform, the Services, or any component thereof, including any AI model, prompt template, voice synthesis configuration, or Knowledge Base architecture provided or enabled by Impetrix, except to the extent that the Platform’s own configuration tools expressly permit a Subscriber to customize their own Knowledge Base or AI Agent behavioral parameters for their own internal use.
• No Circumvention of Access Controls. The Subscriber shall not attempt to gain unauthorized access to any portion of the Platform, any other Subscriber’s account, any upstream infrastructure component, or any system or network connected to the Platform. The Subscriber shall not attempt to probe, scan, or test the vulnerability of the Platform or any connected system, or attempt to circumvent any authentication, access control, rate-limiting, or security mechanism employed by Impetrix or any Upstream Provider.
• No Framing or Mirroring. The Subscriber shall not frame, mirror, embed, or incorporate any portion of the Platform or its user interface into any external website, application, or service without express written consent from Impetrix, except for iframe-based embedding expressly authorized by Impetrix’s developer documentation.
• No Harmful Code. The Subscriber shall not upload, transmit, or introduce to the Platform any software virus, worm, Trojan horse, ransomware, spyware, logic bomb, time bomb, or any other code, program, file, or script designed or capable of disrupting, damaging, disabling, overloading, or gaining unauthorized access to the Platform, any Upstream Provider system, or any network or device connected thereto.
• No Competitive Use. The Subscriber shall not access or use the Platform, or permit access or use by any Authorized User, for the purpose of: (i) building, benchmarking, or improving a competing product or service; (ii) monitoring the Platform’s availability, performance, or functionality for competitive intelligence purposes; (iii) collecting Platform feature data, pricing data, or user interface design patterns for competitive analysis; or (iv) any other purpose that is adverse to Impetrix’s legitimate business interests.
• No Interference with Platform Operations. The Subscriber shall not take any action that imposes an unreasonable or disproportionate burden on the Platform’s infrastructure or that interferes with the proper functioning of the Platform for Impetrix or for other Subscribers, including through the initiation of artificial call traffic, denial-of-service attacks, Wallet manipulation, or any other abusive usage pattern.
• No Unauthorized Branding Use. The Subscriber shall not use Impetrix’s name, logo, trademarks, service marks, trade names, or other brand identifiers in any advertising, marketing, press release, social media post, or other public communication without the express prior written consent of Impetrix, except that the Subscriber may truthfully state that it uses Impetrix as a technology vendor in factual, non-promotional contexts.
Impetrix shall determine in its sole reasonable discretion whether any act or omission of a Subscriber or Authorized User violates the restrictions set forth in this Section 3.2. Impetrix will exercise this judgment reasonably and in good faith, and its determination governs for purposes of exercising its remedies under this Agreement, including suspension or termination, subject to the Subscriber’s right to challenge that determination through the dispute resolution process set forth in Section 16.
Impetrix will use commercially reasonable efforts to make the Platform available twenty-four (24) hours per day, seven (7) days per week. However, Impetrix does not warrant or guarantee any specific level of uptime, availability, or performance. The Platform may be unavailable or degraded due to:
(a) Scheduled maintenance windows, for which Impetrix will use commercially reasonable efforts to provide advance notice via email to the Subscriber’s registered address or via in-platform notification;
(b) Emergency maintenance required to address a security vulnerability, data integrity risk, or critical system failure, for which advance notice may not be practicable;
(c) Outages, failures, or degradations caused by any Upstream Provider, including any Voice Infrastructure Partner, Telephony Partner, AI Model Provider, Cloud Hosting Provider, Database Infrastructure Partner, or Edge Security Partner, over none of which does Impetrix exercise direct operational control;
(d) Force majeure events as described in Section 19 of this Agreement;
(e) Acts or omissions of the Subscriber or any Authorized User that degrade Platform performance for other users; or
(f) Internet infrastructure failures, telecommunications network outages, or other events beyond the reasonable control of Impetrix.
Impetrix reserves the right, in its sole discretion and without prior notice (unless prior notice is required by applicable law), to: (a) modify, update, upgrade, patch, or reconfigure any aspect of the Platform; (b) add, modify, or remove features, tools, integrations, or functionalities; (c) change or update the Upstream Providers whose services power the Platform; (d) alter the user interface, workflow, or architecture of the Platform; and (e) temporarily or permanently discontinue any feature, tool, integration, or the Platform itself in whole or in part. Impetrix shall use commercially reasonable efforts to provide at least thirty (30) days’ advance notice of any material discontinuation of a core feature that is included in a Subscriber’s then-active Subscription Plan, except where such discontinuation is required by law, by an Upstream Provider’s terms, or by a security emergency.
Downtime, degradation, or feature changes attributable to any Upstream Provider shall not constitute a breach of this Agreement by Impetrix, shall not entitle any Subscriber to a refund, credit, or offset of any Fees, and shall not give rise to any liability on the part of Impetrix. The Subscriber acknowledges that the Platform is an integrated system dependent on multiple external technology providers, and that the continuous, uninterrupted availability of each such provider is beyond Impetrix’s control.
The Subscriber’s Account is anchored to and permanently identified by the primary email address provided at the time of registration. Impetrix permits a change to the primary account email address only through a verified request process, subject to identity verification and Impetrix’s reasonable security review, in order to preserve account-ownership integrity and the billing and compliance audit trail. A change to the primary email address does not, by itself, impair the Subscriber’s ability to cancel the Subscription, which remains available at all times through the Platform’s self-service cancellation control. This constraint is technical, contractual, and purposeful: it preserves the integrity of the Account Owner’s identity, maintains an unbroken audit trail for billing and compliance purposes, prevents unauthorized account transfers or takeovers, and protects against identity fraud. Subscribers who require a transfer of account ownership in connection with a corporate transaction, succession event, or similar circumstance must contact Impetrix’s support team to initiate a formal account transfer review process, which is subject to identity verification requirements and Impetrix’s sole administrative discretion. Impetrix is not obligated to approve any such request.
The Subscriber is solely and exclusively responsible for:
(g) Maintaining the strict confidentiality of all account credentials, including passwords, API keys, and any other authentication tokens issued to or generated for the Subscriber’s Account;
(h) Ensuring that account credentials are not shared with, disclosed to, or used by any individual other than an Authorized User designated through the Platform’s Team Management module;
(i) Implementing commercially reasonable and industry-standard security measures to protect access to the Account, including enabling multi-factor authentication where such a feature is made available by the Platform;
(j) Immediately notifying Impetrix in writing at [email protected] upon discovering or reasonably suspecting any unauthorized access to, or unauthorized use of, the Account or any credentials associated with the Account; and
(k) All acts and omissions that occur under the Account, whether or not the Subscriber authorized such acts or omissions.
Impetrix shall not be liable for any loss, damage, liability, or expense incurred by the Subscriber or any third party arising from the Subscriber’s failure to maintain the confidentiality of account credentials, from the unauthorized use of credentials, or from the Subscriber’s failure to promptly report a known or suspected security incident. In the event Impetrix suspects or discovers a security compromise affecting the Subscriber’s Account, Impetrix reserves the right, in its sole discretion, to: (a) immediately suspend access to the Account pending investigation; (b) require the Subscriber to reset credentials; (c) revoke active API keys; and (d) take any other protective action Impetrix deems necessary to protect the integrity of the Platform and other Subscribers’ accounts.
The Platform’s Team Management module permits the Account Owner to invite and grant platform access to Authorized Users. By inviting an individual as an Authorized User, the Account Owner:
(l) Represents and warrants that the invited individual is an employee, contractor, or agent of the Account Owner or its affiliated Organization, and has a legitimate need to access the Platform in furtherance of the Account Owner’s authorized use;
(m) Grants that individual a non-exclusive, non-transferable sublicense to access and use the Platform subject to all terms and conditions of this Agreement, which the Account Owner agrees to communicate to each Authorized User prior to granting access;
(n) Accepts full, primary, and non-delegable legal responsibility for all actions, omissions, and conduct of that Authorized User on or through the Platform, including all Wallet expenditures, call interactions, Knowledge Base submissions, integration configurations, and any violations of the Acceptable Use Policy, as if such acts or omissions were directly those of the Account Owner itself;
(o) Represents and warrants that the Authorized User is at least eighteen (18) years of age and possesses the legal capacity to be bound by the terms of this Agreement; and
(p) Acknowledges that Impetrix has no direct contractual relationship with any Authorized User, that all billing, enforcement, and compliance obligations run exclusively against the Account Owner, and that Impetrix’s remedies for Authorized User misconduct shall be exercised against the Account Owner’s Account.
The Account Owner shall promptly revoke the access of any Authorized User: (a) upon the termination of that individual’s employment, contractor, or agency relationship with the Account Owner; (b) upon the Account Owner becoming aware of any misuse, unauthorized activity, or AUP violation by that Authorized User; or (c) upon Impetrix’s reasonable request. Failure to promptly revoke access under these circumstances shall not relieve the Account Owner of liability for any acts or omissions occurring after the triggering event.
To the extent Impetrix makes application programming interfaces (APIs) available to Subscribers as part of their Subscription Plan, access to and use of such APIs is subject to the following additional terms, which supplement and do not replace the general license terms of this Section 3:
• Permitted Use. API access is granted solely to enable the Subscriber to programmatically interact with its own Account, AI Agents, Knowledge Bases, and call data within the limits of the Subscriber’s active Subscription Plan and applicable rate limits. API access does not confer any broader rights than those granted by the general license in Section 3.1.
• Rate Limits and Usage Controls. Impetrix may impose rate limits, throttling mechanisms, and usage quotas on API access at any time, with or without notice, to protect Platform stability and ensure equitable access for all Subscribers. Exceeding rate limits or quotas may result in temporary suspension of API access, and such suspension shall not constitute a breach of this Agreement or entitle the Subscriber to any refund or credit.
• API Key Security. API keys issued to the Subscriber are confidential credentials. The Subscriber is solely responsible for the security of all API keys issued to its Account and for all API calls made using those keys, regardless of whether such calls were authorized by the Subscriber. API keys must not be embedded in publicly accessible code repositories, client-side code, mobile applications, or any other medium where they may be exposed to unauthorized parties. Upon discovery of a compromised API key, the Subscriber must immediately invalidate the key through the Platform dashboard and notify Impetrix.
• No Automated Account Creation. The Subscriber shall not use the API to create, register, or manage Accounts for end-customers in a manner that effectively results in the Subscriber reselling Platform access to third parties, without a separately executed reseller agreement with Impetrix.
• API Modifications. Impetrix reserves the right to modify, deprecate, version, or discontinue API endpoints at any time. Impetrix will use commercially reasonable efforts to provide at least thirty (30) days’ advance notice of breaking changes to API endpoints that are in active use, but shall have no obligation to maintain backward compatibility indefinitely. Impetrix shall not be liable for any business disruption, data loss, or engineering costs incurred by the Subscriber as a result of an API change.
The Subscriber may initiate deletion of its Organization’s Account at any time through the Platform’s “Danger Zone” self-service account deletion interface. The Subscriber acknowledges and agrees that Account deletion:
(q) Immediately and irrevocably removes all active Subscriber-facing operational data from the Platform dashboard, including call history logs, phone number assignments, Integration connections, Knowledge Base records, AI Agent configurations, and Billing ledger records displayed in the Subscriber’s interface;
(r) Deactivates all AI Agents associated with the Account and releases all telephony resources, including assigned phone numbers, which may be immediately reallocated to other Subscribers after a reasonable transition period;
(s) Does not constitute cancellation of a Subscription Plan for billing purposes if a committed Subscription Term remains; the Subscriber remains liable for all Fees due through the end of the committed term regardless of whether Account deletion is initiated prior to the end of that term; and
(t) Is irreversible: Impetrix does not guarantee the ability to restore any data, Account configuration, AI Agent, Knowledge Base, call recording, or transcript after Account deletion has been confirmed.
Impetrix operates as a Pass-Through Processor and is designed to minimize its active data footprint. Accordingly, all non-system-level Subscriber operational data is subject to a maximum retention window of sixty (60) days following Account deletion, after which it is purged from Impetrix’s active systems. Voice Data retention is governed separately by the Subscriber’s Voice Infrastructure Partner’s upstream retention policies, as further described in Section 9.
Notwithstanding the foregoing and notwithstanding a Subscriber’s Account deletion, Impetrix shall retain, indefinitely and in a secured system-level archive, the following categories of core administrative data for purposes of legal compliance, regulatory audit, anti-fraud enforcement, dispute resolution, and the protection of Impetrix’s legal rights:
• The primary account email address and account creation timestamp;
• Billing records, invoices, payment receipts, and transaction logs;
• Records of Subscription Plan selection, commitment tier, and duration;
• Digital Receipts generated by the Legal Disclosure Capability feature;
• Compliance logs and any records generated in connection with Impetrix’s investigation of AUP violations, security incidents, or legal disputes; and
• Any records required to be retained by applicable law, regulation, or governmental order, including records required by Florida law, applicable federal regulations, or Canadian federal or provincial law.
The retention of these system-level records after Account deletion does not constitute a breach of any data protection obligation and is necessary for the legitimate interests described above. Subscribers who believe they have a legal right to erasure of specific data categories under applicable privacy law (including PIPEDA or applicable U.S. state privacy statutes) must submit a written erasure request to Impetrix at the designated privacy contact address, and Impetrix will respond within the timeframe required by applicable law, subject to all legal retention exceptions.
Without limiting any other remedy available under this Agreement, Impetrix reserves the right to suspend the Subscriber’s access to the Platform, in whole or in part, immediately and without advance notice, upon the occurrence of any of the following:
(u) The Subscriber fails to make timely payment of any Fee and such failure continues for more than five (5) Business Days after the applicable due date;
(v) Impetrix has a reasonable, good-faith basis to believe that the Subscriber has submitted, transmitted, processed, or caused to be transmitted any Protected Health Information through any Platform feature, in violation of the absolute prohibition set forth in Section 7;
(w) Impetrix has a reasonable, good-faith basis to believe that the Subscriber is using the Platform in violation of the TCPA, TSR, or any applicable state or Canadian telecommunications law, in a manner that creates material legal risk for Impetrix or third parties;
(x) Impetrix has a reasonable, good-faith basis to believe that the Subscriber’s use of the Platform constitutes, facilitates, or contributes to fraud, harassment, or unlawful activity directed at any third party;
(y) The Subscriber’s use of the Platform materially degrades the performance, availability, or security of the Platform for other Subscribers or for Impetrix’s infrastructure; or (y-1) The Subscriber's calling traffic, call patterns, or caller-complaint profile results in, or in Impetrix's reasonable judgment is likely to result in, the labeling, flagging, filtering, throttling, blocking, or analogous adverse treatment of telephone numbers, traffic, or routes associated with the Platform (including without limitation "spam," "scam likely," or "fraud" labeling) by any carrier, telephony provider, call-analytics provider, Upstream Provider, or regulator, whether or not such traffic independently violates any other provision of this Agreement;
(z) Impetrix is required to suspend access by applicable law, by order of a governmental authority, or by a binding directive from an Upstream Provider.
Suspension under this Section 3.8 shall not relieve the Subscriber of its obligation to pay all Fees accruing during or after the suspension period; provided that, during any period of temporary suspension under this Section 3.8, the expiration and consumption of Wallet Credits are tolled and paused in accordance with Section 11.10, and no Credits are extinguished solely by reason of the passage of time during such suspension. Impetrix shall not be liable to the Subscriber or any third party for any loss, damage, harm, or business interruption arising from a suspension undertaken in good faith. Where circumstances permit and it is consistent with Impetrix’s legal obligations and Platform security, Impetrix will use commercially reasonable efforts to notify the Subscriber of the basis for a suspension concurrently with or promptly following the suspension action.
This Section 4 governs the deployment and operation of AI Agents through the Platform and establishes the exclusive allocation of legal responsibility for compliance with all applicable telecommunications, privacy, consumer protection, and call recording laws. The provisions of this Section 4 are among the most significant liability-allocation provisions in this Agreement, and the Subscriber is expressly advised to review them with independent legal counsel before deploying any AI Agent.
The Platform enables Subscribers to deploy AI Agents that handle Inbound Calls by processing caller speech using artificial intelligence and large language model technology supplied by one or more AI Model Providers, synthesizing voice responses through one or more Voice Infrastructure Partners, executing automated workflows, and returning Outputs to the Subscriber through the Platform. Each AI Agent operates autonomously, without real-time human oversight by Impetrix or any of its employees, contractors, or agents during call interactions. Impetrix does not monitor individual calls as they occur, does not review call content for legal compliance in real time, and does not intervene in or terminate individual calls based on their content.
The specific technical implementation, operational behavior, configuration parameters, interface presentation, and underlying infrastructure by which AI Agents are deployed, configured, and operated are determined solely by Impetrix in accordance with the Reserved Right of Feature Modification set forth in Section 4.12, and no description in this Agreement of any AI Agent capability constitutes a representation, warranty, or commitment that such capability will be made available, will remain available, or will function in any particular manner.
The Subscriber expressly acknowledges and agrees that:
(aa) An AI Agent is not a human being, does not possess legal judgment, and is not capable of independently evaluating the legal permissibility of any call, statement, representation, or action it takes on behalf of the Subscriber;
(bb) AI Agent responses are generated probabilistically based on the Subscriber’s Knowledge Base and configuration parameters, and on the probabilistic inference behavior of one or more AI Model Providers engaged by Impetrix; Impetrix does not represent or warrant that any AI Agent response will be accurate, complete, legally sufficient, appropriate, or consistent with the Subscriber’s business policies;
(cc) The Subscriber is solely responsible for testing, reviewing, and approving the behavior of each AI Agent it deploys before exposing that Agent to live callers, and for continuously monitoring deployed Agents for performance, accuracy, and legal compliance;
(dd) The Subscriber’s deployment of an AI Agent to interact with live callers constitutes the Subscriber’s representation to Impetrix that it has conducted adequate testing and has determined that the AI Agent’s behavior is lawful and consistent with the Subscriber’s obligations under applicable law; and
(ee) Impetrix shall bear no liability whatsoever for any representation, commitment, omission, error, misstatement, disclosure failure, or other act or omission of an AI Agent deployed by the Subscriber.
The Subscriber is solely and exclusively responsible for ensuring that its deployment and operation of AI Agents through the Platform complies fully with all applicable federal, state, local, and Canadian laws, regulations, rules, orders, and guidelines governing automated calling systems, voice communications, telemarketing, consumer privacy, and call recording, as such laws and regulations exist as of the Effective Date and as they may be amended, supplemented, or interpreted by regulatory agencies or courts during the Subscription Term. This obligation is continuous, non-delegable, and is not diminished or modified by any action or inaction of Impetrix.
Impetrix’s provision of the Platform does not constitute legal advice, a legal compliance assessment, a regulatory opinion, or any representation by Impetrix that any particular use of the Platform is lawful. The Subscriber is strongly advised to consult independent legal counsel with expertise in telecommunications, consumer protection, and privacy law before deploying any AI Agent, and to maintain an ongoing compliance review program for the duration of the Subscription Term.
Without limiting the generality of Section 4.2(a), the Subscriber’s use of the Platform must comply in full with each of the following U.S. federal statutes and their implementing regulations, as amended from time to time:
• Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227. The Subscriber is solely responsible for: (i) obtaining all required prior express written consent from call recipients before using any automated dialing system, prerecorded voice, or artificial voice to contact those recipients; (ii) honoring all revocations of consent promptly and in the manner required by applicable TCPA rules and FCC guidance; (iii) ensuring that all calls are made only to numbers for which the Subscriber possesses the requisite level of consent; (iv) maintaining accurate and complete records of all consents, consent revocations, and consent sources sufficient to demonstrate compliance in any regulatory investigation or civil litigation; and (v) complying with all FCC orders, declaratory rulings, and guidance interpreting the TCPA, including guidance regarding the definition of an “automatic telephone dialing system,” the treatment of reassigned numbers, and the sufficiency of consent.
• Telemarketing Sales Rule (TSR), 16 C.F.R. Part 310. To the extent the Subscriber’s use of AI Agents constitutes “telemarketing” as defined under the TSR, the Subscriber is solely responsible for compliance with all TSR requirements, including disclosures required at the outset of each telemarketing call, prohibitions on deceptive or abusive telemarketing practices, and all recordkeeping obligations.
• National Do-Not-Call (DNC) Registry. The Subscriber is solely responsible for: (i) registering with, accessing, and scrubbing its call lists against the National DNC Registry operated by the Federal Trade Commission at intervals required by applicable law; (ii) honoring all numbers listed on the National DNC Registry; and (iii) maintaining its own internal DNC list and honoring all requests from individuals who request not to be called. Impetrix does not scrub, clean, verify, or access the DNC Registry on behalf of any Subscriber and provides no DNC compliance tools, unless separately offered as a documented feature.
• CAN-SPAM Act, 15 U.S.C. § 7701 et seq. To the extent the Platform’s email notification features or integration connectors are used to transmit electronic mail messages, the Subscriber is solely responsible for compliance with all CAN-SPAM requirements applicable to those communications.
• Communications Act of 1934 (as amended) and FCC Regulations. The Subscriber shall comply with all applicable FCC regulations governing the use of automated telephone equipment, caller identification, and telecommunications services, as amended and interpreted from time to time.
The Subscriber acknowledges that numerous U.S. states have enacted telecommunications, privacy, and consumer protection statutes that impose obligations separate from and, in many cases, more stringent than federal law. The Subscriber is solely responsible for identifying all state laws applicable to its call recipients’ locations and ensuring full compliance with each such law, including without limitation:
• State-specific do-not-call registries and telemarketer registration requirements, which in certain states require registration, bonding, or fee payment prior to making any solicitation calls into that state;
• State call recording and wiretapping consent laws, which vary significantly in their requirements: some states require the consent of all parties to a call before a recording may be made (commonly referred to as “all-party” or “two-party” consent states), while others require only one party’s consent. The Subscriber is solely responsible for determining which consent standard applies to each call based on the locations of all call participants and for obtaining the required consents before recording any call;
• State unfair business practice statutes, consumer protection laws, and automatic dialer statutes that may impose obligations independent of the TCPA; and
• State privacy laws (including, as applicable, the California Consumer Privacy Act as amended by the California Privacy Rights Act, the Florida Digital Bill of Rights, the Colorado Privacy Act, the Virginia Consumer Data Protection Act, and all other enacted state privacy statutes) to the extent that call interactions involve the collection, processing, or use of Personal Information of residents of those states.
The Subscriber expressly acknowledges that Impetrix does not provide legal guidance on state-specific call recording consent requirements and that Impetrix’s provision of a call recording capability does not constitute any representation that recording a particular call is lawful in the Subscriber’s jurisdiction or in the jurisdiction of any caller.
Subscribers who deploy AI Agents to handle calls involving Canadian callers, or who are themselves located in Canada, are solely responsible for compliance with all applicable Canadian federal and provincial telecommunications, privacy, and consumer protection laws, including without limitation:
• Canada’s Anti-Spam Legislation (CASL), S.C. 2010, c. 23. To the extent the Subscriber’s activities constitute “commercial electronic messages” or “telemarketing” as defined under CASL or the Canadian Radio-television and Telecommunications Commission’s Unsolicited Telecommunications Rules (UTR), the Subscriber must obtain express or implied consent (as applicable under CASL) prior to initiating such communications, provide required identification and unsubscribe mechanisms, and maintain records of all consents.
• CRTC Unsolicited Telecommunications Rules and Do Not Call List (DNCL). The Subscriber must comply with all CRTC rules governing unsolicited telecommunications, including mandatory registration with the National DNCL, scrubbing call lists against the DNCL, and compliance with all sector-specific exemption requirements.
• Personal Information Protection and Electronic Documents Act (PIPEDA) and provincial equivalents. Call interactions with Canadian callers may involve the collection of Personal Information subject to PIPEDA and applicable provincial privacy legislation. The Subscriber is solely responsible for all PIPEDA compliance obligations arising from its AI Agent deployments, including obtaining required consents for the collection, use, and disclosure of caller Personal Information.
The Subscriber represents, warrants, and covenants that all Caller ID information transmitted through the Platform in connection with any AI Agent interaction is accurate, truthful, and non-deceptive. The Subscriber shall not:
(ff) Cause any AI Agent to transmit a Caller ID number that is not a valid, assigned telephone number that the Subscriber is legally authorized to use;
(gg) Engage in Caller ID spoofing, which is the deliberate falsification of Caller ID information for the purpose of deceiving a call recipient as to the true origin of a call, in violation of the Truth in Caller ID Act, 47 U.S.C. § 227(e), or any applicable state or Canadian equivalent;
(hh) Use a Caller ID number that mimics or resembles a government agency, public utility, law enforcement entity, financial institution, or any other entity with whom the Subscriber has no affiliation; or
(ii) Configure any AI Agent to misrepresent its nature as an artificial intelligence when a caller sincerely and directly asks whether they are speaking with a human being. This prohibition reflects Impetrix’s policy position on AI agent transparency and may also reflect requirements under applicable law in certain jurisdictions, including the California B.O.T. Disclosure Act (Cal. Bus. & Prof. Code § 17941). The Subscriber is solely responsible for determining and complying with all applicable bot-disclosure requirements in jurisdictions where their callers are located.
The Subscriber expressly acknowledges that AI Agents operate using an artificial and/or AI-generated voice, and that calls placed or delivered using an artificial, prerecorded, or AI-generated voice are subject to the Telephone Consumer Protection Act, 47 U.S.C. § 227, and the FCC's regulations and rulings interpreting "artificial or prerecorded voice," including the FCC's determination that AI-generated voices fall within that category. The Subscriber is solely and exclusively responsible for obtaining, before any such call, all consents required by applicable law - including, where required, prior express written consent - from every call recipient, and for maintaining records sufficient to demonstrate such consent. Impetrix is not the "caller," "initiator," "sender," or "seller" with respect to any call handled by the Subscriber's AI Agents, as further provided in Section 4.11, and Impetrix bears no responsibility for obtaining, verifying, or documenting any consent. The Subscriber's failure to obtain legally sufficient consent for artificial- or AI-voice communications is a material breach of this Agreement, triggers the Subscriber's indemnification obligations under Sections 15.2 and 15.4 (including the uncapped telecommunications class-action category), and is grounds for immediate suspension or termination under Sections 3.8 and 17.3. The Platform currently supports inbound calls only. For inbound calls initiated by the caller, the prior-express-written-consent requirements applicable to outbound artificial- or prerecorded-voice campaigns generally do not apply; the Subscriber’s obligations for inbound interactions are limited to applicable AI-disclosure, recording-consent, and call-handling requirements. The prior-express-written-consent and related outbound obligations described elsewhere in this Section 4.2(f) apply only if and when the Subscriber uses any outbound calling capability, which is governed by the supplemental terms referenced in Section 4.8.
The Platform provides an optional, Subscriber-configurable capability (the “Legal Disclosure Capability” capability) that, when enabled by the Subscriber, causes a pre-configured audio disclosure message to be delivered to a caller at or near the commencement of each Inbound Call. The disclosure is intended to inform callers that they are interacting with an automated AI system and/or that the call is being recorded. When this capability is activated and a disclosure is delivered, the Platform generates a timestamped Digital Receipt as defined in Section 2.13, logging the date, time, originating telephone number, and confirmation that the disclosure was delivered. The specific technical implementation, configuration interface, and operational mechanics of the Legal Disclosure Capability are determined solely by Impetrix and are subject to modification at any time in accordance with Section 4.12.
The Subscriber expressly acknowledges and agrees that:
(jj) The Subscriber is solely responsible for: (i) determining the specific disclosure language required by applicable law in all jurisdictions where calls will occur; (ii) drafting or obtaining legally sufficient disclosure language; (iii) configuring the Legal Disclosure Capability with disclosure language that satisfies all applicable requirements; (iv) determining the required timing of disclosures (e.g., whether disclosure must occur before, during, or immediately upon answer); and (v) ensuring that the technical delivery of the disclosure by the AI Agent matches the legal requirements in all respects;
(kk) Impetrix’s generation of a Digital Receipt confirms only that the Platform triggered a disclosure-playback event associated with a specific call; it does not confirm that the disclosure was heard by the caller, that the caller’s consent was obtained, that the disclosure was legally sufficient, or that any specific legal requirement was satisfied;
(ll) Impetrix does not review, approve, or provide legal analysis of the content of any Subscriber’s configured disclosure message;
(mm) The Legal Disclosure Capability is optional, and Impetrix bears no liability for any Subscriber’s decision not to use it or to use it in a manner that fails to comply with applicable law; and
(nn) Digital Receipts, while maintained within the Platform’s compliance logging systems for the duration of the Platform Retention Window described in Section 2.30, are not legal opinions, are not guaranteed admissible in any judicial or regulatory proceeding, and are not a substitute for the Subscriber’s own independent compliance documentation. Digital Receipts not exported by the Subscriber within the Platform Retention Window may be irretrievably purged in accordance with Section 4.5.
The Subscriber shall indemnify, defend, and hold harmless Impetrix and all Impetrix Indemnitees (as defined in Section 15) from and against any and all Losses (as defined in Section 15) arising from or related to: (a) any alleged or actual failure of the Subscriber’s disclosure message to satisfy applicable call recording consent, AI disclosure, or robocall notice requirements; (b) any claim by a caller or regulatory authority that a call handled by the Subscriber’s AI Agent was recorded without legally sufficient consent; or (c) any regulatory enforcement action, private right of action, or class action arising from the Subscriber’s call recording or disclosure practices. This indemnification obligation applies regardless of whether the Subscriber used the Legal Disclosure Capability.
The Subscriber acknowledges and agrees that all Inbound Calls handled by an AI Agent through the Platform are recorded within the Platform's voice-processing environment, powered by one or more Voice Infrastructure Partners, as a function of the Platform's core technical architecture. Call recording is not optional in the current version of the Platform. The Subscriber is solely responsible for ensuring that all call recording that occurs through its AI Agent deployments is legally authorized under all applicable laws in all jurisdictions where calls occur.
Without limiting the generality of the Subscriber’s obligations under Sections 4.2(b) and 4.2(c), the Subscriber specifically represents, warrants, and covenants as follows with respect to call recording:
• The Subscriber has reviewed the call recording consent laws of all states and Canadian provinces into which its AI Agents will receive calls and has determined the applicable consent standard for each such jurisdiction;
• The Subscriber has implemented, through the Legal Disclosure Capability or through other lawful means independent of Impetrix, a mechanism to obtain all required consents from callers prior to or concurrent with the commencement of any call recording;
• The Subscriber will not deploy an AI Agent to receive calls from residents of any jurisdiction in which it cannot lawfully record calls without having first implemented a legally sufficient consent mechanism;
• The Subscriber maintains and will continue to maintain records sufficient to demonstrate compliance with applicable call recording consent laws, including records of consent mechanisms implemented, and will provide such records to Impetrix promptly upon request; and
• The Subscriber accepts sole and exclusive liability for any claim, fine, penalty, damages award, or regulatory enforcement action arising from call recording that occurs through its AI Agent deployments, regardless of whether such recording was initiated by the Platform’s infrastructure automatically.
All call recordings, transcripts, automated summaries, structured Outputs, call metadata, recording artifacts, and other call-derived material generated during or in connection with AI Agent interactions (collectively, “Call Data” as further defined in Section 2.30) are subject to, and governed exclusively by, the unified, strict thirty (30) calendar day Platform Retention Window established in Section 2.30 of this Agreement. The Platform Retention Window applies platform-wide and uniformly to all Call Data without regard to the specific underlying infrastructure, the identity, retention practices, or technical capabilities of any Voice Infrastructure Partner, AI Model Provider, Database Infrastructure Partner, or other Upstream Provider engaged by Impetrix from time to time, and without regard to any configuration option that may exist within the Platform at any given time.
The Subscriber expressly acknowledges and agrees that:
(oo) All Call Data is irretrievably purged from the Platform and from all infrastructure operated by or on behalf of Impetrix on a strict rolling thirty (30) calendar day schedule, measured from the date the underlying Inbound Call concluded. Following expiration of the thirty (30) day window, all such Call Data is permanently and irrevocably deleted and shall not be recoverable through any technical, administrative, or commercial means, EXCEPT that the scheduled purge of any Call Data is automatically suspended, and such Call Data preserved, to the extent and for the duration Impetrix reasonably determines preservation is required by a legal hold, subpoena, court order, governmental or regulatory demand, or pending or reasonably anticipated litigation or investigation, in accordance with Section 2.30 and Section 6.12; preservation under this exception confers no Subscriber right of access to, or recovery of, the preserved Call Data beyond what Impetrix elects or is legally required to provide;
(pp) Impetrix does not warrant, guarantee, or represent that any specific item of Call Data will remain accessible for any portion of the thirty (30) day Platform Retention Window. Call Data may be purged earlier than thirty (30) days in Impetrix’s sole discretion and without notice, including without limitation in connection with upstream operational requirements, Voice Infrastructure Partner deletion practices, system maintenance, security incidents, capacity constraints, regulatory directives, account suspension or termination, or any other reason whatsoever;
(qq) Impetrix does not independently store raw Voice Data or maintain long-term archival copies of Call Data beyond the Platform Retention Window. Impetrix has no ability, and shall have no obligation, to retrieve, restore, reconstruct, or otherwise make available any Call Data after expiration of the thirty (30) day window or after any earlier purge;
(rr) It is the Subscriber’s sole and exclusive responsibility to export, download, and independently retain copies of any Call Data the Subscriber requires for legal compliance, regulatory recordkeeping, dispute resolution, evidentiary preservation, quality assurance, or any other business purpose, and to do so within the thirty (30) day Platform Retention Window with full understanding that Call Data may be purged earlier than thirty (30) days without notice. If the Subscriber operates in a jurisdiction or industry that imposes a mandatory minimum retention period for call recordings, transcripts, or other Call Data that exceeds the thirty (30) day Platform Retention Window, the Subscriber is solely responsible for implementing an independent export and storage solution sufficient to satisfy that mandatory minimum, and Impetrix does not represent that the Platform alone can satisfy any such external recordkeeping requirement; and
(ss) Impetrix shall bear no liability whatsoever for the loss, unavailability, deletion, corruption, partial loss, untimely deletion, or inaccessibility of any Call Data, whether such loss occurs before the expiration of the thirty (30) day window, at the time of the scheduled purge, or thereafter, and whether the loss arises from the systems of Impetrix, any Voice Infrastructure Partner, any other Upstream Provider, or any other cause. The Subscriber expressly waives any claim against Impetrix arising from or related to the unavailability of Call Data following the Platform Retention Window.
The Platform Retention Window is a structural, architectural feature of the Platform and is not subject to modification, suspension, extension, or contractual override by any Subscriber under any circumstance. Any prior representation, communication, marketing material, support-channel statement, or course of dealing suggesting a different retention period is hereby expressly superseded by this Section 4.5 and Section 2.30 of this Agreement.
The Subscriber is exclusively responsible for the content of each AI Agent it deploys, including the Knowledge Base, behavioral prompts, response templates, escalation logic, and all other configuration parameters. The Subscriber’s AI Agent speaks on behalf of the Subscriber’s business, not on behalf of Impetrix, and all statements, representations, commitments, disclosures, and omissions made by an AI Agent during a call interaction are attributable solely to the Subscriber and not to Impetrix.
The Subscriber warrants that the content of its Knowledge Base and prompt configurations:
(tt) Is accurate, truthful, and not misleading with respect to the Subscriber’s products, services, pricing, policies, and capabilities;
(uu) Does not contain, incorporate, or instruct the AI Agent to make any false, deceptive, or unfair representation to callers in violation of the Federal Trade Commission Act, applicable state consumer protection statutes, or applicable Canadian consumer protection law;
(vv) Does not direct the AI Agent to make any unlawful promise, commitment, warranty, or guarantee to callers on the Subscriber’s behalf;
(ww) Does not contain, incorporate, or reference any Protected Health Information or any information that would require Impetrix to be treated as a Business Associate under HIPAA;
(xx) Does not incorporate any third-party intellectual property (including copyrighted text, trademarks, or trade secrets) without authorization;
(yy) Does not instruct the AI Agent to engage in any activity prohibited by the Acceptable Use Policy set forth in Section 7; and
(zz) The Subscriber has, prior to deploying any AI Agent, conducted adequate testing of the AI Agent’s response behaviors using the Knowledge Base and prompt configurations the Subscriber has provided, and is satisfied that the AI Agent’s responses are sufficiently accurate and appropriate for live caller interactions.
Impetrix does not review, pre-approve, audit, or monitor Knowledge Base content or AI Agent prompt configurations for legal compliance, accuracy, or appropriateness, and Impetrix’s provision of tools to create and deploy a Knowledge Base does not constitute any endorsement, approval, or validation of the Subscriber’s Knowledge Base content. Impetrix reserves the right, but is not obligated, to review Knowledge Base content if Impetrix receives a credible complaint or regulatory inquiry relating to that content, and to suspend or terminate the Subscriber’s Account if Impetrix determines, in its sole reasonable discretion, that the Knowledge Base content violates this Agreement.
The Platform offers call routing and transfer capabilities that, when enabled and configured by the Subscriber, allow callers to be routed or transferred from an AI Agent to one or more alternate telephone destinations designated by the Subscriber. The specific technical implementation, configuration mechanisms, interface presentation, operational workflow, and underlying telephony pathway by which these capabilities are delivered are determined solely by Impetrix and one or more Telephony Partner engaged by Impetrix, and are subject to modification at any time in accordance with Section 4.12 of this Agreement. The Subscriber’s use of these capabilities is subject to the following terms:
• Subscriber Configuration Responsibility. The Subscriber is solely responsible for correctly configuring all call routing, transfer, and forwarding parameters within the Platform. Impetrix shall not be liable for any misdirected call, failed transfer, dropped call, or caller harm resulting from incorrect Subscriber configuration of routing rules or from any change by Impetrix to the available configuration options or workflow.
• No Guarantee of Successful Transfer. Impetrix does not guarantee that any call transfer or forwarding action will be successfully completed. Transfer success depends on the availability of the Subscriber’s designated alternate destination, the state of the Telephony Partner network at the time of transfer, and other factors beyond Impetrix’s control. Failed transfers shall not constitute a breach of this Agreement or entitle the Subscriber to any refund or credit.
• Legal Compliance of Transfer Practices. The Subscriber is solely responsible for ensuring that its call routing and transfer practices comply with applicable law, including any obligation to disclose to callers that they are being transferred, the identity of the party to whom they are being transferred, and any consent required for recording of the transferred call.
• Hold-State Disclosures and Third-Party Content. The Subscriber is solely responsible for ensuring that any audio or message content used while a caller is in a hold or queue state, including any musical content or pre-recorded message, does not infringe third-party intellectual property rights, does not make unlawful representations to callers, and complies with any applicable legal requirements for callers placed on hold, including any required disclosure that the call may be recorded or monitored.
• No Emergency Services. The Platform does not support, and shall not be configured to support, the routing, connection, or handling of any emergency call to any emergency service, including but not limited to 911, 9-1-1, E911, NG911, or any equivalent United States or Canadian emergency number or service. This is a fundamental and unavoidable limitation of the Platform's design, of which the Subscriber has actual notice. The Subscriber shall not, under any circumstances, use, market, hold out, or configure the Platform as a means of reaching emergency services or as a substitute for traditional telephone service capable of reaching emergency services. The Subscriber covenants that it will, by clear and conspicuous disclosure, affirmatively inform every individual who may reasonably be expected to interact with the Subscriber's AI Agents that the Platform and the Subscriber's AI Agents cannot be used to contact emergency services and that an alternative means of contacting emergency services must be used. By registering an Account, creating login credentials, or utilizing the Platform, the Subscriber affirmatively acknowledges and represents that it fully understands the Platform is entirely incapable of reaching emergency services, and that the Subscriber will provide the mandatory disclosures required by this Section 4.7 to all callers. The Subscriber's affirmative acceptance of these Terms at account registration serves as Impetrix's permanent compliance record of this emergency services waiver and assumption of risk. The Subscriber assumes all risk arising from the Platform's inability to reach emergency services, acknowledges that this allocation of risk is reflected in the pricing of the Platform, and shall defend, indemnify, and hold harmless the Impetrix Indemnitees from and against any and all Losses arising from or related to any attempt or expectation that the Platform could reach emergency services, any failure to reach emergency services, or the Subscriber's failure to provide the disclosure required by this provision, in each case except to the extent such Losses are finally determined to have arisen from Impetrix's own gross negligence or willful misconduct.
Outbound calling functionality is not available on the Platform as of the Effective Date of this Agreement. Impetrix designates Outbound Call capability as a feature in development that may be made available in the future at Impetrix’s sole discretion. If and when Impetrix introduces Outbound Call functionality:
(aaa) Impetrix will notify Subscribers of the availability of the capability and will publish supplemental terms and conditions governing the use of Outbound Call functionality;
(bbb) Outbound Call functionality will not be activated for any Subscriber’s Account until the Subscriber has affirmatively accepted the applicable supplemental terms, which will be incorporated by reference into this Agreement upon acceptance;
(ccc) The Subscriber acknowledges that outbound automated calling is subject to heightened regulatory scrutiny under the TCPA, TSR, FCC rules, applicable state laws, and Canadian telecommunications law, and that prior express written consent requirements, Caller ID rules, calling-hour restrictions, and many other legal requirements will apply; and
(ddd) The Subscriber agrees not to configure, use, or attempt to use any existing Platform capability to simulate outbound calling functionality in a manner not expressly authorized by Impetrix.
Impetrix expressly disclaims any and all liability for Subscriber attempts to use the Platform to initiate outbound calls through means not expressly authorized by Impetrix. Any such unauthorized outbound call activity shall constitute a material breach of this Agreement and grounds for immediate Account suspension or termination without refund.
Impetrix operates the Platform as a neutral technology conduit and does not: (a) monitor, listen to, review, or audit call interactions in real time; (b) review the content of AI Agent responses during live calls; (c) intervene in any call interaction; (d) make real-time legal compliance determinations regarding any call; or (e) take real-time action to prevent any particular statement, representation, or response by an AI Agent.
The Subscriber expressly acknowledges that this architecture places the entire burden of real-time compliance upon the Subscriber’s pre-deployment configuration of its AI Agent and Knowledge Base, and upon the Subscriber’s own post-hoc review of call logs, transcripts, and recordings within the Platform Retention Window. The Subscriber accepts this allocation of responsibility as a fundamental and understood feature of the Platform’s design, and agrees that Impetrix’s status as a neutral conduit does not diminish, transfer, or share with Impetrix any portion of the Subscriber’s legal compliance obligation.
Notwithstanding the foregoing, Impetrix reserves the right, in its sole discretion, to review call transcripts, recordings, or Knowledge Base content (in each case, only while such material remains available within the Platform Retention Window): (a) in response to a credible complaint from a third party or regulatory authority; (b) in connection with Impetrix’s investigation of a suspected AUP violation; (c) as required by applicable law, regulation, or governmental order; or (d) to assess the technical performance and integrity of the Platform. Any such review by Impetrix does not create any ongoing monitoring obligation, does not extend the Platform Retention Window, and does not diminish the Subscriber’s exclusive compliance responsibility.
The Subscriber is solely responsible for addressing, investigating, and resolving all complaints, inquiries, and claims (collectively, “Complaints”) received from callers, third parties, or regulatory authorities arising from or related to the Subscriber’s AI Agent deployments, including Complaints alleging unsolicited calls, recording without consent, deceptive AI conduct, TCPA violations, or any other alleged legal violation.
If Impetrix receives a Complaint linked to the Subscriber’s Account, Impetrix will use commercially reasonable efforts to forward the substance of that Complaint to the Subscriber via the Subscriber’s registered email address. Upon receipt of a forwarded Complaint, the Subscriber must:
(eee) Promptly investigate the Complaint with due diligence;
(fff) Take all corrective action necessary to address the underlying conduct and prevent recurrence;
(ggg) Respond to Impetrix within five (5) Business Days of receipt of the forwarded Complaint with a written summary of the steps taken or planned to address the Complaint; and
(hhh) Cooperate fully with Impetrix in any investigation, regulatory inquiry, or legal proceeding arising from the Complaint, including by independently preserving any Call Data the Subscriber may require for the investigation prior to the expiration of the Platform Retention Window.
Impetrix reserves the right to suspend the Subscriber’s Account immediately upon receipt of a Complaint that Impetrix, in its sole reasonable discretion, determines represents a material legal risk to Impetrix or to third parties, regardless of whether the Subscriber’s response to the Complaint is pending. Impetrix shall not be required to independently adjudicate the merits of any Complaint before exercising its suspension right, and shall not be liable for any suspension undertaken in good faith in response to a credible Complaint.
The Subscriber shall immediately notify Impetrix in writing at [email protected] upon becoming aware of: (a) any actual or threatened legal action, regulatory inquiry, or governmental investigation relating to the Subscriber’s use of the Platform; (b) any actual or suspected TCPA class action or demand letter; or (c) any actual or suspected breach of applicable call recording consent laws. Failure to provide such notice shall not relieve the Subscriber of its indemnification obligations under Section 15 but may be taken into account by Impetrix in assessing whether the Subscriber’s use of the Platform constitutes a continuing risk warranting suspension or termination.
The AI Agents deployed through the Platform interact with third-party individuals (callers) who are not parties to this Agreement and who have no contractual relationship with Impetrix. The Subscriber is solely responsible for the experiences of, and any legal obligations owed to, callers who interact with the Subscriber’s AI Agents. Impetrix has no obligation to any caller interacting with a Subscriber’s AI Agent, and callers have no right to enforce any provision of this Agreement against Impetrix. Any obligation that applicable law imposes on a caller’s behalf is an obligation of the Subscriber, not of Impetrix.
Impetrix expressly disclaims any liability to any third-party caller for: (a) the accuracy, truthfulness, or legal sufficiency of any statement made by a Subscriber’s AI Agent; (b) any harm arising from a call interaction with a Subscriber’s AI Agent; (c) any recording of a call without the caller’s legally required consent; (d) any failure of the Subscriber’s AI Agent to adequately disclose its automated nature; or (e) any other act or omission of a Subscriber’s AI Agent, regardless of whether the harm arises from the Platform’s underlying infrastructure or from the Subscriber’s configuration of that infrastructure.
To the fullest extent permitted by applicable law, Impetrix is not, and shall not be deemed to be, a “caller,” “initiator,” “telemarketer,” or “seller” for purposes of the TCPA, the TSR, any state telemarketing statute, or any Canadian telecommunications law, with respect to calls handled by AI Agents deployed by Subscribers. The Subscriber is the party that initiates, controls, and is legally responsible for all calls handled by its AI Agents.
Impetrix may add, modify, substitute, deprecate, or discontinue any Platform capability, feature, interface, workflow, or Upstream Provider at any time in its sole discretion and without liability, and no such change shall constitute a breach, entitle the Subscriber to any refund or credit, or give rise to any claim, except for the Subscriber's limited termination right under Section 17.5. The Subscriber's sole remedy with respect to any such change is to cancel under Section 12. Changes to the Agreement itself are governed by Section 18.
This document contains Sections 5 and 6 of the Impetrix Terms of Service and constitutes a direct continuation of the Agreement between Gin Ventures LLC d/b/a Impetrix and the Subscriber. All defined terms used herein have the meanings ascribed to them in Section 2 of the Agreement unless the context expressly requires otherwise. These sections must be read together with Sections 1 through 4 and all subsequent sections of the Agreement as a single, integrated legal instrument.
This Section 5 governs the creation, submission, processing, storage, and use of all Inputs supplied by Subscribers to the Platform for the purpose of configuring AI Agents, including Inputs generated through the Platform’s automated Knowledge Base Generation feature and Inputs entered manually through the dashboard or any application programming interface. The Subscriber’s submission of any Input to the Platform constitutes acceptance of the warranties, representations, limitations, and obligations set forth in this Section 5, all of which are material terms of this Agreement.
The Platform enables Subscribers to create, populate, and maintain one or more Knowledge Bases through any of the following methods, each of which is governed by the terms of this Section 5:
• Automated URL Crawl. The Subscriber may submit a uniform resource locator (URL) referencing a website or specific web page through the Platform’s onboarding interface. Upon submission, the Platform initiates an automated crawl of the submitted URL using internal indexing tooling and a third-party AI Model Provider, extracts and processes textual content from the crawled pages, and generates a structured Knowledge Base intended to inform the responses of an AI Agent. The Platform is designed to complete this automated process within a commercially reasonable timeframe; however, Impetrix does not guarantee any specific completion time, and processing duration may vary based on website complexity, upstream provider load, and other factors beyond Impetrix’s control.
• Manual Prompt Generation. The Subscriber may enter a free-text description of its business, services, products, operational hours, escalation rules, and AI Agent behavioral parameters through the Platform’s prompt-builder interface, in lieu of or in supplementation to an automated URL crawl. This Input is processed through the Platform’s AI Model Provider to generate or refine the resulting Knowledge Base and AI Agent prompt configuration.
• Hybrid Configuration. The Subscriber may combine automated URL crawl results with manual prompt entries and may at any time edit, supplement, override, or delete any portion of a generated Knowledge Base through the Platform’s editing interface, subject to any technical limitations applicable to its Subscription Plan.
• Multiple Knowledge Bases. Impetrix may, at its discretion and as a feature in development, make available the ability for a Subscriber to maintain multiple distinct Knowledge Bases within a single Account. Each such Knowledge Base, when made available, will be subject to all terms of this Section 5 as an independent Input collection, and any feature-specific technical limitations will be communicated by Impetrix at the time of release.
Before submitting any URL for automated crawling, manually entering any business description, uploading any document, or otherwise providing any Input to the Platform, the Subscriber represents, warrants, and covenants to Impetrix, on a continuing basis throughout the Subscription Term, that the Subscriber:
(a) Owns, controls, or has been granted explicit, valid, and revocable-only-by-the-Subscriber authorization from the owner of the website referenced by any URL submitted for crawling, sufficient to permit automated access, content extraction, indexing, processing through one or more third-party Upstream Providers, and incorporation of crawled content into the Knowledge Base for use by an AI Agent. Where the Platform presents an ownership or authorization attestation in connection with a crawl request, the Subscriber's completion of that attestation is a representation and warranty, made as of the time of submission, that the Subscriber owns or is authorized to crawl the submitted website; Impetrix is entitled to rely conclusively on that attestation and bears no duty to independently verify ownership or authorization;
(b) Has reviewed and is in compliance with all technical access restrictions of the referenced website, including without limitation any restrictions communicated through a robots.txt file, X-Robots-Tag HTTP header, or other machine-readable directive intended to limit automated access;
(c) Has reviewed and is in compliance with the terms of service, terms of use, or any other contractual document governing the referenced website, and has confirmed that nothing in those terms prohibits the automated crawling or commercial use of the website’s content in the manner contemplated by the Platform’s Knowledge Base Generation feature;
(d) Possesses all rights, licenses, consents, permissions, and authorizations necessary to grant to Impetrix and its Upstream Providers the rights set forth in Section 5.4 with respect to all Inputs the Subscriber submits, including all rights necessary to authorize processing of those Inputs by a AI Model Provider, storage of those Inputs on Database Infrastructure Provider systems, and use of those Inputs to power AI Agent interactions; and
(e) Will not submit any Input to the Platform that the Subscriber knows or reasonably should know is unauthorized, infringing, unlawful, or in violation of any third party’s contractual, intellectual property, privacy, or other rights.
The Subscriber expressly acknowledges that the Platform’s automated crawling functionality is a technical tool only and does not, and cannot, verify the Subscriber’s legal authority to authorize the crawling of any particular URL. Impetrix does not independently determine ownership of, or rights in, any website referenced by a Subscriber and relies exclusively on the Subscriber’s representations and warranties in this Section 5.2 in performing the crawl. The Subscriber bears sole and exclusive liability for any claim brought by a website owner, third-party content licensor, or other rights holder alleging that the Subscriber’s authorization of a crawl exceeded the scope of the Subscriber’s rights.
To promote responsible automated access consistent with prevailing industry norms, Impetrix's crawling functionality is designed to: (a) request and honor the machine-readable access directives of target websites, including directives expressed through robots.txt files and analogous mechanisms, and to refrain from crawling content disallowed thereby; (b) operate at a request rate intended to approximate ordinary, non-disruptive access and not to impose a disproportionate burden on any target website; and (c) cease crawling, and add a target domain to a platform-wide exclusion list applicable to all Subscribers, upon Impetrix's receipt of a credible objection, cease-and-desist communication, or access-blocking signal from the operator of that website. These controls are operational measures maintained at Impetrix's discretion; they do not diminish, transfer, or share the Subscriber's exclusive responsibility and warranties under Section 5.2, do not constitute a warranty of any particular crawl outcome, and may be modified, supplemented, or adjusted by Impetrix at any time in accordance with Section 4.12. The Subscriber shall not attempt to use the crawling functionality to circumvent any such control or any access restriction implemented by a target website.
The Subscriber acknowledges and expressly consents to the fact that the Knowledge Base Generation process and the operation of AI Agents require the transmission of Inputs to and processing of Inputs by multiple third-party Upstream Providers, including but not limited to: (a) one or more AI Model Providers, which receive crawled content, manual prompts, and runtime caller Input for processing; (b) one or more Voice Infrastructure Partners, which receive configuration data and live caller audio for voice processing; (c) one or more Database Infrastructure Partners, which store Knowledge Base data and Account configuration; (d) one or more Cloud Hosting Providers, on whose infrastructure the Platform operates; and (e) such other Upstream Providers as Impetrix may engage from time to time to operate the Platform.
By submitting any Input, the Subscriber:
(f) Authorizes Impetrix to transmit such Input to any Upstream Provider whose services are necessary or appropriate for the operation of the Platform feature for which the Input was submitted;
(g) Acknowledges that each Upstream Provider operates under its own separate terms of service, usage policy, data processing terms, and applicable law, and that the Subscriber’s Inputs are subject to each such provider’s practices during the period such Inputs are processed by or stored on that provider’s systems;
(h) Acknowledges that Impetrix does not control the substance of, and is not a party to any contractual relationship between, the Subscriber and any Upstream Provider directly; the Subscriber’s relationship with each Upstream Provider is intermediated by Impetrix solely for the purpose of operating the Platform;
(i) Releases Impetrix from any liability arising out of any Upstream Provider’s independent acts, omissions, security failures, data handling practices, or breaches of its own terms with respect to any Input, except to the limited extent that such liability arises from Impetrix’s own gross negligence or willful misconduct in selecting or configuring the Upstream Provider; and
(j) Agrees that Impetrix may, at its sole discretion and without prior notice, modify, add, replace, or remove Upstream Providers used in the operation of the Platform, provided that any successor Upstream Provider performs substantially equivalent functions, and that the Subscriber’s continued use of the Platform following any such change constitutes consent to the involvement of the substituted Upstream Provider in the processing of the Subscriber’s Inputs.
As between Impetrix and the Subscriber, the Subscriber retains all right, title, and interest in and to its Inputs, including all intellectual property rights subsisting therein and including the underlying content of any website the Subscriber has authorized the Platform to crawl. The Platform’s indexing, processing, transformation, and storage of crawled content into a structured Knowledge Base does not transfer ownership of the underlying content to Impetrix.
Subject to the foregoing, the Subscriber hereby grants to Impetrix, and the Subscriber’s acceptance of this Agreement and submission of any Input constitutes such grant, a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (solely to Upstream Providers as necessary to operate the Platform), transferable (solely in connection with a permitted assignment of this Agreement under Section 19), license, for the duration of the Subscription Term and the applicable post-termination retention period to: (a) host, store, cache, and reproduce the Subscriber’s Inputs on Impetrix’s and its Upstream Providers’ systems; (b) crawl, index, parse, tokenize, embed, transform, and otherwise process the Subscriber’s Inputs into vector embeddings, structured data representations, and other formats necessary for AI Agent operation; (c) transmit the Subscriber’s Inputs to Upstream Providers for processing as described in Section 5.3; (d) display the Subscriber’s Inputs to the Subscriber’s Authorized Users through the Platform’s interfaces; (e) use the Subscriber’s Inputs to generate Outputs in response to caller interactions; and (f) generally exploit the Subscriber’s Inputs as necessary or appropriate to perform Impetrix’s obligations and exercise its rights under this Agreement.
In addition, the Subscriber grants to Impetrix a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, and otherwise exploit any anonymized, de-identified, or aggregated version of the Subscriber’s Inputs and any Outputs derived therefrom for purposes of: (i) operating, maintaining, securing, and improving the Platform and its features; (ii) developing new Impetrix products, features, or services; (iii) compiling Usage Data as defined in Section 2; (iv) benchmarking, research, and analytics; and (v) any other lawful purpose consistent with applicable privacy law, provided that no such anonymized, de-identified, or aggregated data identifies the Subscriber, any Account Owner, any Authorized User, or any individual caller.
Impetrix's own configuration of, and contractual arrangements with, its Upstream Providers are structured so that Impetrix does not direct or authorize the use of individually identifiable Subscriber Input to train, fine-tune, or otherwise improve any general-purpose large language model for the benefit of third parties. This commitment describes Impetrix's own conduct and contractual posture only. Impetrix does not operate the underlying models and does not represent, warrant, or guarantee the independent data-handling, retention, or model-improvement practices of any Upstream Provider, each of which operates under its own terms of service applicable to Impetrix's account. The Subscriber acknowledges that this commitment extends only to identifiable Inputs and does not preclude the use of aggregated or de-identified data as described above, and that the Subscriber's sole protection against any unauthorized upstream use of sensitive content is the Subscriber's compliance with Section 7, which prohibits the submission of content categories that should not be exposed to any third party.
The Platform’s Knowledge Base Generation feature is an automated technological tool that operates on probabilistic, statistical models maintained by third-party AI Model Provider. The Subscriber expressly acknowledges and agrees that:
• No Accuracy Warranty. Impetrix does not represent, warrant, or guarantee that any Knowledge Base generated by the Platform will be accurate, complete, current, correct, free from error, free from hallucinated content, free from omissions, suitable for the Subscriber’s particular purpose, or consistent with the Subscriber’s business policies or legal obligations. Knowledge Bases generated through automated processing may contain factual inaccuracies, may omit material information present on the source website, may misinterpret or distort content, may introduce content not present in the source material, and may produce results inconsistent with the Subscriber’s actual business operations.
• No Currency Warranty. A Knowledge Base reflects the state of the source content at the time of crawl. Impetrix does not represent or warrant that a Knowledge Base will be updated, refreshed, or re-synchronized to reflect subsequent changes to the source website or to the Subscriber’s underlying business. The Knowledge Base is a static snapshot and will become inaccurate as the Subscriber’s business or website changes over time. Impetrix has no obligation to monitor for, detect, or notify the Subscriber of any divergence between the Knowledge Base and the source content. The Subscriber is solely responsible for maintaining the currency of its Knowledge Base.
• No Legal Sufficiency Warranty. Impetrix does not represent, warrant, or guarantee that any Knowledge Base content, AI Agent response, or other Output is legally sufficient, legally compliant, free from misrepresentation, or appropriate for the Subscriber’s industry, jurisdiction, or particular business model. The Subscriber bears sole responsibility for ensuring that the substance of its Knowledge Base and the resulting AI Agent behavior comply with all laws and regulations applicable to the Subscriber’s business, including but not limited to consumer protection law, advertising law, professional licensing requirements, financial services regulation, and any industry-specific disclosure or substantive requirements.
• No Suitability Warranty. Impetrix does not represent that the Platform’s Knowledge Base Generation feature is suitable for any particular industry, business model, or use case. The Subscriber accepts sole responsibility for determining whether the feature is appropriate for its needs.
Because the Platform does not guarantee the accuracy, completeness, currency, or sufficiency of any Knowledge Base, and because Knowledge Base content directly drives AI Agent behavior in live caller interactions, the Subscriber assumes the following non-delegable duties:
(k) The Subscriber shall, before deploying any AI Agent to handle live caller traffic, conduct a comprehensive review of the generated Knowledge Base and prompt configuration, including verification that the content is accurate, current, complete to the Subscriber’s standards, free from incorrect or hallucinated claims, and consistent with the Subscriber’s actual business operations and legal obligations;
(l) The Subscriber shall conduct adequate functional testing of each AI Agent under simulated caller scenarios sufficient to satisfy the Subscriber, in the exercise of reasonable business judgment, that the AI Agent will respond accurately and appropriately to anticipated caller interactions;
(m) The Subscriber shall monitor, on an ongoing basis, the performance of each deployed AI Agent through review of call transcripts, summaries, structured outputs, and any other available analytics, and shall promptly identify and correct any Knowledge Base content that produces inaccurate, inappropriate, or noncompliant AI Agent responses;
(n) The Subscriber shall update its Knowledge Base whenever the underlying source content changes in any material respect, including following any change in the Subscriber’s products, services, pricing, policies, operating hours, contact information, or legal obligations; and
(o) The Subscriber’s decision to deploy an AI Agent to handle live caller traffic constitutes the Subscriber’s representation to Impetrix that the Subscriber has completed the foregoing review, testing, and monitoring duties to its own satisfaction and that the Subscriber accepts full responsibility for the AI Agent’s subsequent behavior.
The Subscriber shall not, under any circumstances, submit to the Platform any Input falling within any of the following prohibited categories. Each prohibition in this Section 5.7 is a material term of this Agreement, and the submission of any prohibited Input constitutes an immediate material breach justifying termination of the Account without refund and triggering the indemnification obligations set forth in Section 15:
• Protected Health Information. No Subscriber-Introduced PHI, as defined in Section 7.2(a), in any Input. This prohibition is governed by, and interpreted consistently with, the eligibility representation and incidental-disclosure framework in Section 7.2. The PHI prohibition applies to crawled website content, manual prompt entries, uploaded documents, configuration parameters, or Inputs of any other form. The Subscriber represents and warrants that any URL submitted for automated crawling does not point to a website that publishes Protected Health Information of identifiable individuals, even if such information is publicly accessible on the source website.
• Payment Card Industry Data. No Input that contains, references, embeds, or otherwise incorporates any cardholder data, payment card number, card verification value, card track data, or any other data element regulated under the Payment Card Industry Data Security Standard (PCI DSS). The Platform is not PCI-compliant for purposes of processing or storing cardholder data, and the Subscriber’s submission of any such data constitutes a material breach.
• Other Sensitive Regulated Data. No Input that contains any data subject to specific U.S. federal regulatory protections that Impetrix has not independently confirmed in writing the Platform is qualified to process, including without limitation: (i) student education records protected under the Family Educational Rights and Privacy Act (FERPA); (ii) financial information regulated under the Gramm-Leach-Bliley Act (GLBA), the Fair Credit Reporting Act (FCRA), or the Right to Financial Privacy Act; (iii) information regulated under the Children’s Online Privacy Protection Act (COPPA), particularly any personal information of individuals known or reasonably believed to be under the age of thirteen (13); (iv) any information classified as controlled unclassified information, export-controlled technical data under the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulations (EAR), or any government classified material; and (v) any other category of information for which specific regulatory compliance posture must be independently verified.
• Third-Party Confidential Information. No Input that contains confidential information of any third party that the Subscriber is not authorized to disclose to Impetrix and its Upstream Providers, including but not limited to information subject to attorney-client privilege, attorney work product protection, trade secrets of third parties, or information covered by a non-disclosure agreement under which the Subscriber is the receiving party.
• Infringing Content. No Input that infringes, misappropriates, or otherwise violates any third party’s copyright, trademark, patent, trade secret, right of publicity, right of privacy, or other intellectual property or proprietary right. Subscribers crawling third-party websites bear sole responsibility for determining the copyright status of crawled content and for obtaining all necessary licenses or permissions, or for confirming the applicability of fair use or any other lawful exception.
• Unlawful, Harmful, or Objectionable Content. No Input that is unlawful in any jurisdiction in which the Subscriber operates or to which the Subscriber’s AI Agents will be exposed, that is defamatory, libelous, slanderous, obscene, pornographic, sexually explicit, threatening, harassing, abusive, hateful, discriminatory on any basis protected under applicable law, that promotes violence or unlawful activity, or that Impetrix determines in its sole reasonable discretion to be otherwise objectionable.
• Malicious Content. No Input that contains, references, or attempts to inject any computer code, executable script, malicious payload, prompt-injection attack, jailbreak instruction, or other content designed to compromise, disrupt, manipulate, or circumvent the security, integrity, or intended operation of the Platform, any Upstream Provider system, or any large language model employed in connection with the Platform.
• Personal Information Without Lawful Basis. No Input that contains Personal Information of any individual where the Subscriber does not have a lawful basis under applicable privacy law to provide that Personal Information to Impetrix for the purposes contemplated by this Agreement. This includes obtaining any consents required under applicable Canadian, U.S. state, or sector-specific privacy law.
Impetrix reserves the right, in its sole reasonable discretion and with or without prior notice to the Subscriber, to: (a) refuse to crawl any URL submitted for crawling; (b) refuse to process any manual prompt or other Input; (c) remove, quarantine, or render inaccessible any portion of a Knowledge Base; (d) terminate or limit the operation of any AI Agent whose Knowledge Base content Impetrix reasonably believes violates this Section 5; and (e) take any other action Impetrix deems necessary to protect the Platform, its Upstream Providers, other Subscribers, third parties, or Impetrix itself from harm arising from prohibited or noncompliant Inputs.
Impetrix shall have no obligation to monitor, screen, audit, or review the substance of any Input, and the Subscriber acknowledges that any exercise by Impetrix of its discretionary right to do so does not create any continuing obligation to do so in any other instance. Impetrix’s exercise of any right under this Section 5.8 shall not constitute a waiver of any other right or remedy under this Agreement and shall not give rise to any liability to the Subscriber for any business interruption, lost data, or other harm resulting from such action taken in good faith.
Knowledge Base data, including all Inputs submitted by the Subscriber and all data structures, embeddings, and indices derived therefrom by the Platform, are stored on Database Infrastructure Provider systems controlled by Impetrix for the duration of the Subscriber’s active Subscription Term. The Subscriber may delete any Knowledge Base, any portion thereof, or any individual Input at any time through the Platform’s editing interface, subject to any technical limitations applicable to the Subscription Plan.
Following deletion of a specific Knowledge Base by the Subscriber, or following termination, cancellation, or deletion of the Subscriber’s Account in accordance with Section 3.7, Impetrix shall purge the affected Knowledge Base data from its active production systems within a maximum window of sixty (60) calendar days. The Subscriber acknowledges and accepts that:
(p) The sixty-day retention window after deletion exists for system-integrity, anti-fraud, backup-integrity, dispute-resolution, and compliance purposes;
(q) During the sixty-day retention window, deleted Knowledge Base data is removed from active Subscriber-facing interfaces and from active AI Agent processing pipelines, but may remain present in encrypted backups, system logs, audit records, and Upstream Provider caches until purged in the ordinary course;
(r) Following expiration of the sixty-day window, Impetrix does not warrant the deletion of every artifact of the Knowledge Base from every conceivable system, including third-party Upstream Provider systems whose deletion practices Impetrix does not control. Impetrix will use commercially reasonable efforts to ensure that deletion propagates to Upstream Provider systems in accordance with each provider’s applicable terms;
(s) Embedded, anonymized, or de-identified derivatives of the Subscriber’s Inputs that have been incorporated into Impetrix’s aggregated Usage Data or that have informed Platform-level model improvements may persist beyond the sixty-day window in non-identifiable form, consistent with the license set forth in Section 5.4; and
(t) Notwithstanding anything to the contrary in this Section 5.9, Impetrix retains the right to preserve specific Knowledge Base content beyond the sixty-day window where preservation is required by applicable law, by a valid subpoena or court order, or in connection with a pending or threatened legal claim, regulatory investigation, or dispute, as further described in Section 6.14.
The Platform’s automated crawling feature is provided subject to technical and contractual limitations designed to ensure responsible operation and compliance with industry norms governing automated web access. The Subscriber agrees that it shall not, and shall not permit any Authorized User to:
• Submit URLs that the Subscriber knows or reasonably should know point to websites whose owners have communicated, through robots.txt directives, in their terms of service, or by any other means, an intention to prohibit automated access by tools of the kind employed by the Platform;
• Use the Platform’s crawling functionality as a general-purpose web scraping tool for content unrelated to the operation of an AI Agent serving the Subscriber’s own business;
• Submit URLs pointing to websites operated by Impetrix’s direct competitors with the intent of incorporating competitive intelligence into a Knowledge Base;
• Submit URLs at a frequency, volume, or aggregate scale that Impetrix reasonably determines exceeds the legitimate operational needs of the Subscriber and that imposes disproportionate burden on the Platform or its Upstream Providers; or
• Use the Platform’s crawling functionality to circumvent paywall, authentication, geographic restriction, or any other access control implemented by the target website.
Outputs generated by AI Agents in response to caller interactions are derived from, and depend upon, the Knowledge Base content and prompt configurations supplied by the Subscriber as Inputs. The Subscriber acknowledges that:
(u) Outputs are generated probabilistically by underlying large language model technology and may not faithfully reproduce, may misinterpret, may extrapolate from, or may add to the content of the underlying Knowledge Base;
(v) Impetrix does not pre-screen, review, approve, or warrant any individual Output generated during a live call interaction;
(w) Outputs that contain factual errors, misrepresentations, unauthorized promises, inappropriate disclosures, or other problems are attributable to the Subscriber as the party whose Inputs informed the AI Agent’s response, and the Subscriber bears sole legal responsibility for any harm caused by such Outputs;
(x) The Subscriber owns all Outputs generated for it by the Platform, subject to the licenses described in Section 13 and to any restrictions imposed by Upstream Provider terms applicable to the use of generated content; and
(y) The Subscriber shall not rely on any Output for any legal, financial, medical, safety-critical, or other consequential decision without independent human verification.
Without limiting any other indemnification obligation in this Agreement, including without limitation the indemnification obligations set forth in Section 15, the Subscriber shall defend, indemnify, and hold harmless Impetrix and all Impetrix Indemnitees (as that term will be defined in Section 15) from and against any and all claims, demands, actions, proceedings, regulatory inquiries, losses, damages, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and costs of investigation) arising out of or in any way related to:
• Any allegation by any third party that the Subscriber’s authorization of the automated crawling of a URL exceeded the scope of the Subscriber’s legal rights or violated the target website owner’s terms of service, intellectual property rights, or other rights;
• Any allegation that any Input submitted by the Subscriber infringed, misappropriated, or otherwise violated any third party’s intellectual property rights, privacy rights, publicity rights, or contractual rights;
• Any allegation that any Output generated by an AI Agent in response to a caller interaction was inaccurate, misleading, defamatory, unlawful, or otherwise injurious to any third party;
• Any claim arising from the Subscriber’s submission of any prohibited Input as described in Section 5.7, including any HIPAA enforcement action arising from the submission of Protected Health Information; and
• Any breach by the Subscriber of any representation, warranty, or covenant set forth in this Section 5.
This Section 6 governs the recording of calls handled by AI Agents through the Platform, the generation and storage of call transcripts and related Outputs, the retention and deletion of call data, and the Subscriber’s exclusive responsibility for legal compliance with respect to recording. This Section 6 must be read together with Section 2 (including without limitation the strict thirty (30) calendar day Platform Retention Window defined in Section 2.30), Section 4 (which establishes the Subscriber’s exclusive responsibility for telecommunications and recording-consent law compliance and which reaffirms the Platform Retention Window in Section 4.5), and Section 9 (which addresses the Platform’s broader data handling architecture). In the event of any apparent inconsistency between this Section 6 and Section 2, Section 4, or Section 9, all such provisions shall be construed to be cumulative and shall be read to maximize the protection afforded to Impetrix.
The Subscriber expressly acknowledges and agrees that the audio capture of Inbound Calls handled by AI Agents is an inherent and inseparable technical function of real-time artificial-intelligence voice processing: the same audio capture that enables speech-to-text transcription and real-time AI Agent response generation constitutes the "recording" of the call. This audio capture is performed by one or more Voice Infrastructure Partners (as defined in Section 2.36) in the course of delivering the Platform's voice-processing capabilities, and is technically necessary for the AI Agent to function at all. Impetrix does not listen to, monitor, or independently exploit such audio in the ordinary course of business, as set forth in Sections 4.9 and 6.11, and operates with respect to such audio as a Pass-Through Processor and neutral conduit as described in Sections 2.25 and 4.9.
Each recording is initiated by, performed for, and on behalf of the Subscriber, whose Inbound Call it is and whose AI Agent handles it. By deploying an AI Agent and exposing it to live caller traffic, the Subscriber: (a) consents on its own behalf to the audio capture and recording of all such calls; (b) acknowledges that such audio capture is a technical precondition to AI Agent operation and cannot be disabled while an AI Agent is actively handling a live call, as further explained in Section 6.4(hh); (c) is the party that determines, through the recording-disclosure controls described in Section 6.1A, whether and how callers are informed that the call is being recorded; and (d) assumes sole and exclusive responsibility for procuring all consents from callers required by any applicable law in any jurisdiction in which any call participant is located to make such recording lawful.
Keep the existing CRITICAL NOTICE box that follows - it's fine as-is.
What changed and why: "fundamental architectural feature that we mandate" → "inherent technical function of AI voice, performed on the Subscriber's behalf." That's the conduit story, and it's true: you genuinely cannot do real-time speech-to-text without capturing audio. The "we don't decide to record everyone, it's just how AI voice works, and the Subscriber controls disclosure" framing is what moves you toward witness instead of defendant.
The Platform provides a recording-disclosure control (the "Disclosure Control") that governs whether the Subscriber's AI Agent audibly informs callers, at or near the commencement of an Inbound Call, that the call is being recorded. The Subscriber expressly acknowledges and agrees that:
(a) Default-On. The Disclosure Control is enabled ("on") by default for every newly configured AI Agent. When the Disclosure Control is enabled, the AI Agent delivers an audible recording disclosure to callers at or near the commencement of each Inbound Call. The Subscriber may customize the wording of the disclosure subject to the Subscriber's sole responsibility for its legal sufficiency under Section 4.3.
(b) Subscriber Override. The Subscriber may disable the Disclosure Control for one or more of its AI Agents. Disabling the Disclosure Control suppresses only the audible recording disclosure delivered to callers; it does not, and cannot, disable the underlying audio capture, which remains a technical precondition to AI Agent operation as described in Section 6.1 and Section 6.4(hh).
(c) Mandatory Override Acknowledgment. The Subscriber cannot disable the Disclosure Control without first completing an interactive acknowledgment presented through the Platform (the "Override Acknowledgment"), through which the Subscriber affirmatively represents and warrants, as a condition of disabling, that: (i) the Subscriber has independently determined the recording-consent standard applicable to every jurisdiction in which any participant in the Subscriber's calls may be located, including all-party (two-party) consent jurisdictions; (ii) the Subscriber has obtained, or will obtain before any affected call, all consents legally required to record such calls through means independent of the disclosure being disabled; and (iii) the Subscriber assumes full and exclusive legal responsibility for any violation of any wiretapping, eavesdropping, recording-consent, or privacy law resulting from the disabling of the Disclosure Control.
(d) Evidentiary Record. Impetrix records and retains, on a secured system-level basis, the fact of each Override Acknowledgment, including the associated Account, the identity of the Authorized User who completed it, the affected AI Agent, and the date and time of completion (an "Override Record"). The Subscriber acknowledges that an Override Record is a system-level compliance log retained in accordance with Section 9.12 and is not subject to the Platform Retention Window.
(e) Allocation of Risk. The Subscriber's election to disable the Disclosure Control, evidenced by the corresponding Override Record, is the Subscriber's own informed decision. Impetrix's provision of a default-on Disclosure Control and an Override Acknowledgment mechanism is a technical convenience and does not constitute legal advice, does not represent that any disclosure (whether enabled or disabled) satisfies the requirements of any jurisdiction, and does not shift to Impetrix any portion of the Subscriber's exclusive responsibility under Sections 4.2, 4.4, 6.1, and 6.4 for the lawfulness of recording. The Subscriber's indemnification obligations under Sections 6.15 and 15.2 apply in full to any claim arising from the Subscriber's configuration or disabling of the Disclosure Control.
Call recording is performed by one or more Voice Infrastructure Partners whose infrastructure Impetrix utilizes to deliver the Platform’s voice processing capabilities. Recording occurs within the Platform's downstream voice-processing environment, where the resulting recordings are captured, stored, and made available in technical formats and specifications determined by Impetrix in the ordinary operation of the Platform, which Impetrix may select, modify, or update at any time in accordance with Section6.16. All such recordings reside on infrastructure operated by or on behalf of Impetrix. As part of Impetrix's data-minimization and security protocols, Impetrix makes such recordings available to the Subscriber through the Platform solely for the duration of the thirty (30) calendar day Platform Retention Window described in Section 2.30 and Section 4.5, after which all such recordings are irretrievably purged in the ordinary course of Impetrix's retention practices. Impetrix does not independently mirror, duplicate, or maintain long-term archival copies of any audio data and does not warrant that any specific audio encoding, format, or playback pathway will be supported at any given time.The Subscriber acknowledges and accepts that:
(z) The strict thirty (30) calendar day Platform Retention Window established in Section 2.30 of this Agreement governs the availability of all call recordings, audio data, and associated audio artifacts through the Platform, irrespective of any technical retention capability or upstream retention policy of any Voice Infrastructure Partner or other Upstream Provider, and irrespective of any configuration option that may exist within the Platform at any given time;
(aa) Call recordings and associated audio data may be irretrievably purged earlier than thirty (30) days in Impetrix’s sole discretion, without notice or liability of any kind, including without limitation in connection with upstream operational requirements, Voice Infrastructure Partner deletion practices, system maintenance, security incidents, capacity constraints, regulatory directives, account suspension or termination, or any other reason whatsoever;
(bb) Upon expiration of the thirty (30) day Platform Retention Window or upon any earlier purge by Impetrix or any Voice Infrastructure Partner, all call recordings, audio data, audio streams, compressed audio files, and any associated server-side transcript data are permanently and irretrievably deleted from all systems accessible by or to Impetrix and become permanently inaccessible through the Platform under any circumstance;
(cc) Impetrix shall have no ability, and no obligation, to retrieve, restore, recover, reconstruct, or otherwise make available any call recording, audio data, audio stream, compressed audio file, or original-source transcript data following such deletion, regardless of the reason for the Subscriber’s subsequent need for the recording, and the Subscriber expressly releases Impetrix from any liability arising from such permanent unavailability and waives any defense, claim, or argument based on the Subscriber’s reliance on any specific recording remaining available beyond the Platform Retention Window.
Concurrent with or following the recording of an Inbound Call, the Platform causes one or more Voice Infrastructure Partners, AI Model Providers, or other Upstream Providers to generate one or more Outputs derived from the call audio, including: (a) a textual transcript representing the spoken content of the call; (b) an automated call summary; (c) structured data extractions capturing specific lead information, intents, or other data points from the call; (d) sentiment indicators, where applicable; and (e) any other Outputs enabled by capabilities available under the Subscriber’s Subscription Plan.
The Subscriber acknowledges that:
• No Transcript Accuracy Warranty. Transcripts are generated by automated speech-to-text systems that operate probabilistically and that may misrecognize words, mishear names, fail to identify speakers, mistranscribe accented or non-native English speech, omit content during periods of acoustic difficulty, or introduce text not corresponding to spoken content. Impetrix does not represent, warrant, or guarantee the accuracy, completeness, or fitness for any purpose of any transcript. Transcripts must not be relied upon as a verbatim record of any call without independent human verification by the Subscriber.
• No Summary Accuracy Warranty. Automated call summaries are produced by one or more AI Model Providers applied to the underlying transcript and reflect the model’s probabilistic interpretation of the call. Summaries may distort, omit, or fabricate elements not actually present in the underlying conversation, and must not be relied upon for any consequential business or legal purpose without independent verification.
• Structured Output Limitations. Structured Outputs that extract specific data fields from a call (such as caller name, email, phone number, or stated intent) are subject to the same probabilistic limitations as transcripts and summaries. The Subscriber bears sole responsibility for verifying the accuracy of any structured data before relying upon it for any business purpose, including before contacting a caller back, populating a Customer Relationship Management system, or initiating any follow-up workflow.
• Transcript and Output Retention. Transcripts, automated summaries, structured Outputs, and other text-format call-derived data products are stored on infrastructure operated by or on behalf of Impetrix (including infrastructure provided by one or more Database Infrastructure Partners and other Upstream Providers) solely for the duration of the strict thirty (30) calendar day Platform Retention Window described in Section 2.30 and Section 4.5 of this Agreement, after which they are irretrievably purged. The Subscriber should not assume that transcripts, summaries, or structured Outputs persist beyond the Platform Retention Window, should not assume parity between any technical retention period of any underlying Upstream Provider system and the Platform Retention Window that governs the Subscriber’s actual access to such Outputs through the Platform, and should not assume that transcripts or other text-format Outputs will outlast the underlying audio recording.
Without limiting and in supplementation of the obligations set forth in Sections 4.2(c), 4.2(d), 4.3, and 4.4 of this Agreement, the Subscriber accepts and acknowledges as a continuing obligation that:
(dd) The Subscriber bears sole and exclusive legal responsibility for ensuring that the recording of each Inbound Call is lawful under all federal, state, and Canadian provincial laws applicable to the call, including laws applicable based on the geographic location of every call participant (the caller, the called party, the recording party, and any other person whose voice is captured);
(ee) The Subscriber has independently determined the call-recording consent standard (such as one-party consent, all-party consent, or any sector-specific consent regime) applicable to each jurisdiction in which the Subscriber’s AI Agents will receive calls, and has implemented a legally sufficient consent procurement mechanism for each such jurisdiction;
(ff) Impetrix’s provision of the Legal Disclosure Capability, the Digital Receipt capability, or any other tool that may aid in obtaining or documenting consent does not constitute legal advice, does not represent any opinion about the sufficiency of any particular disclosure, and does not shift to Impetrix any portion of the Subscriber’s responsibility for procuring legally sufficient consent;
(gg) If the Subscriber’s AI Agents will receive calls originating from, or terminating in, jurisdictions in which the Subscriber has not obtained or cannot lawfully obtain legally sufficient recording consent, the Subscriber must not deploy AI Agents to receive such calls;
(hh)The Subscriber shall not use the Platform to record any communication that the Subscriber has been informed by a call participant the participant has not consented to having recorded, except where applicable law authorizes recording without that participant's consent. The Subscriber's control over whether callers are audibly informed of recording is exercised through the Disclosure Control described in Section 6.1A. The Subscriber expressly acknowledges that, as established in Section 6.1, the recording of an Inbound Call is an inseparable, real-time architectural function of the AI voice infrastructure: the same audio capture that enables speech-to-text transcription and real-time AI Agent response generation constitutes the recording, and it is technically impossible for an AI Agent to continue an active, live call interaction with a caller while simultaneously ceasing to capture that caller's audio. Accordingly, no caller can "withdraw consent" to recording while remaining on a live, AI-handled call. Where a caller affirmatively objects to or withdraws consent to recording during an active call, the only compliant outcomes available through the Platform are: (i) immediate termination of the active call interaction; or (ii) where the Subscriber has so configured and where supported, transfer or routing of the caller to a destination that does not involve AI Agent handling. The Subscriber is solely responsible for configuring its AI Agents to detect and respond to such objections by terminating or transferring the call where required by applicable law, and the Subscriber shall not deploy AI Agents to receive calls from jurisdictions in which the Subscriber cannot lawfully record a call for the full duration of the AI-handled interaction. Any withdrawal of consent that a caller may assert with respect to the post-session retention of stored recordings, transcripts, or other call-derived data is addressed solely through the Subscriber's exercise of the deletion and retention mechanisms described in Section 6.5 and Section 9, subject in all events to the Platform Retention Window and the system-level retention exceptions of Section 9.12; the Subscriber bears sole responsibility for honoring any such downstream retention objection to the extent required by applicable law; and
(ii) The Subscriber shall maintain its own records of consent procurement sufficient to demonstrate compliance in any regulatory investigation, civil action, or criminal proceeding, and shall not rely on Digital Receipts generated by the Platform as the sole evidence of consent. Digital Receipts not exported by the Subscriber within the Platform Retention Window may be irretrievably purged in accordance with Section 4.5 of this Agreement.
Transcripts, summaries, structured Outputs, call metadata (including without limitation caller phone number, exact timestamps, call duration, and analogous call-event data fields generated by the Platform), and other call-derived data products generated by the Platform are subject to, and governed exclusively by, the strict thirty (30) calendar day Platform Retention Window described in Section 2.30 and Section 4.5 of this Agreement. All such call-derived data products are irretrievably purged on a rolling thirty (30) calendar day schedule measured from the date the underlying Inbound Call concluded, irrespective of: (a) the Subscriber’s then-current Subscription Plan; (b) the active or inactive status of the Subscriber’s Account; (c) the technical retention capabilities, retention windows, or upstream policies of any Upstream Provider underlying the Platform; or (d) any configuration option that may exist within the Platform at any given time. Call-derived data products may be irretrievably purged earlier than thirty (30) days in Impetrix’s sole discretion, without notice or liability, in accordance with Section 4.5(pp) of this Agreement.
Notwithstanding the foregoing thirty (30) day Platform Retention Window, the following narrowly-defined categories of records are not call-derived data products subject to the Platform Retention Window and may be retained by Impetrix beyond the thirty (30) day period:
• System-Level Compliance Logs. Records of call events sufficient to demonstrate Platform usage volumes, billing accuracy, AUP enforcement actions, Legal Disclosure Capability Digital Receipt confirmations, and the operational history of the Account for audit, anti-fraud, dispute-resolution, and legal compliance purposes shall be retained on a secured system-level archive indefinitely or for the period required by applicable law, whichever is longer, in accordance with Section 3.7 and Section 9 of this Agreement.
• Legal Hold. Any call data subject to a legal hold imposed in response to a subpoena, court order, pending or threatened litigation, regulatory investigation, or other legal process shall be retained for the duration required to comply with such legal obligation, notwithstanding any deletion request by the Subscriber and notwithstanding the Platform Retention Window. Section 6.12 addresses the procedure for legal process and legal hold.
• Backup Caches. Encrypted backup snapshots, log archives, and other system-level technical caches may retain artifacts of call-derived data beyond the Platform Retention Window for the period necessary to complete ordinary backup-cycle rotations, after which such artifacts are purged in the ordinary course.
• Anonymized Aggregations. De-identified or aggregated derivatives of call data that have been incorporated into Impetrix’s Usage Data may persist indefinitely in non-identifiable form, consistent with the license rights set forth in Section 5.4 and Section 13.
Because the strict thirty (30) calendar day Platform Retention Window described in Section 2.30 and Section 4.5 applies to all call recordings, transcripts, summaries, structured Outputs, and other call-derived data products, the Subscriber expressly assumes the non-delegable duty to export, download, and independently retain copies of any call data the Subscriber requires for:
(jj) Regulatory compliance with mandatory recordkeeping requirements applicable to the Subscriber’s industry, including but not limited to financial services recordkeeping rules, healthcare audit requirements, legal-services preservation duties, or sector-specific retention mandates;
(kk) Defense of, prosecution of, or evidentiary preservation in connection with any actual, threatened, or anticipated litigation, regulatory proceeding, internal investigation, or claim;
(ll) Quality assurance, training, performance review, or other internal operational purposes;
(mm) Customer relationship management, including transferring call data to the Subscriber’s CRM or other business systems; and
(nn) Any other purpose for which the Subscriber requires retention of call data beyond the Platform Retention Window.
The Subscriber must complete any such export within the Platform Retention Window during which the data remains accessible, with full understanding that call-derived data products may be purged earlier than thirty (30) days without notice in accordance with Section 4.5 and Section 6.5 of this Agreement. Impetrix shall have no obligation to extend the Platform Retention Window to accommodate a Subscriber’s untimely export request and shall have no ability to recover, restore, or reconstruct data that has been deleted in accordance with the retention practices described in this Section 6, in Section 4.5, and in Section 9.
If the Subscriber operates in a jurisdiction or industry that imposes a mandatory minimum retention period for call recordings, transcripts, or related records that exceeds the Platform Retention Window, the Subscriber is solely responsible for implementing an independent export and storage solution sufficient to satisfy that mandatory minimum. Impetrix does not represent that the Platform alone can satisfy any external recordkeeping requirement, and the Subscriber’s use of the Platform does not relieve the Subscriber of any independent recordkeeping obligation.
Impetrix shall have no liability whatsoever to the Subscriber, to any caller, or to any third party for:
• The deletion of any call recording, audio data, transcript, summary, or other call-derived data by any Voice Infrastructure Partner, by any other Upstream Provider, or by Impetrix itself, in accordance with the retention practices described in this Section 6, in Section 4.5, in Section 9, or in any applicable Upstream Provider terms;
• The unavailability, corruption, technical failure, or partial loss of any call recording, audio data, transcript, summary, or other call-derived data resulting from any technical issue, system failure, or Upstream Provider incident;
• The Subscriber’s failure to export or independently retain call data within the Platform Retention Window, regardless of the reason for such failure;
• Any change by any Upstream Provider in its retention practices, retention windows, or technical means of providing access to retained data, with or without notice to Impetrix; or
• Any consequence to the Subscriber’s business, regulatory compliance posture, litigation defense, or legal claim arising from the unavailability of call data.
The Subscriber accepts the data availability characteristics described in this Section 6 as a fundamental aspect of the Platform’s pass-through architecture and as a material assumption of risk forming part of the consideration for this Agreement. The Subscriber’s exclusive remedy for any dissatisfaction with the Platform’s call data retention practices is to discontinue use of the Platform in accordance with Section 12, subject to the non-refundability of committed Subscription Fees.
The Platform provides an optional capability (the “Email Call Reports” capability) that, when enabled by the Subscriber, automatically transmits a summary of each call handled by an AI Agent to the email address designated by the Subscriber within the Platform. Email Call Reports are transmitted through one or more Transactional Messaging Partners (as that category is defined in Section 2.36) engaged by Impetrix. The Subscriber’s use of this capability is subject to the following terms:
• Subscriber Authorization. By enabling Email Call Reports, the Subscriber expressly authorizes Impetrix to transmit, through one or more Transactional Messaging Partners, automated emails containing call summaries to the configured email address. The Subscriber represents and warrants that it has authority to designate the configured email address and to receive call-derived content at that address.
• Email Channel Security. Email is, by nature, a transmission medium subject to interception, misdelivery, and unauthorized access if account credentials are compromised. Impetrix does not warrant the security of email transmission and bears no liability for the interception, misrouting, or unauthorized access of any Email Call Report once it leaves the systems of Impetrix and the relevant Transactional Messaging Partner. The Subscriber bears sole responsibility for securing the configured email address, for ensuring that only authorized individuals have access to the email inbox to which Email Call Reports are delivered, and for any consequences arising from the compromise of that email channel.
• Per-Report Charges. Each Email Call Report transmitted under this capability constitutes a metered usage event and is charged against the Subscriber’s Wallet at the per-report rate published by Impetrix from time to time. The Subscriber may disable this capability at any time through the Platform to prevent further per-report charges.
• Content of Reports. Email Call Reports may contain Personal Information of the caller, including the caller’s name, telephone number, email address, and any other data captured during the call interaction. The Subscriber represents and warrants that its receipt of such Personal Information by email is lawful and consistent with all applicable privacy law obligations the Subscriber has to its callers.
• No Storage Substitute; No Extension of Retention Window. Email Call Reports are operational notifications and are not intended as, and shall not be relied upon as, an authoritative or long-term storage mechanism for call data. The transmission of an Email Call Report does not extend, reset, modify, or otherwise affect the strict thirty (30) day Platform Retention Window described in Section 2.30 and Section 4.5, and the Subscriber should not rely on Email Call Reports as a primary recordkeeping mechanism.
Impetrix makes available to Authorized Users, through the Platform and solely for the duration of the Platform Retention Window described in Section 2.30 and Section 4.5 of this Agreement, the technical ability to access and where supported review or retrieve call recordings and associated call-derived data products associated with the Subscriber’s Account. The specific technical implementation of this access capability, including the means by which audio data is rendered, streamed, displayed, downloaded, or exported, is determined solely by Impetrix and is subject to modification at any time in accordance with Section 4.12 of this Agreement and Section 6.16 below. The Subscriber acknowledges and agrees that:
(oo) Access to and rendering of call recordings is performed through the Platform, but the underlying audio data is served from the systems of one or more Voice Infrastructure Partners, subject to the strict thirty (30) calendar day Platform Retention Window described in Section 6.2 and may be irretrievably purged earlier than thirty (30) days at Impetrix’s sole discretion, without notice or liability;
(pp) Impetrix is not obligated to provide any specific playback, streaming, download, export, visualization, or analogous access capability with respect to call recordings or call-derived data, and any such capability that Impetrix elects to make available may be modified, restricted, limited, or removed at any time in Impetrix’s sole discretion;
(qq) Any local copy of a call recording, transcript, or other call-derived data product downloaded or exported by an Authorized User through any export capability that Impetrix may make available becomes the Subscriber’s exclusive responsibility upon export, including responsibility for the security, lawful storage, lawful use, lawful disclosure, and lawful retention or destruction of that local copy. Once exported, such local copy is no longer subject to the Platform Retention Window and is permanently the property and responsibility of the Subscriber; and
(rr) The Subscriber shall not permit any Authorized User to use any access or playback capability made available through the Platform, or any local copy of a recording or transcript, for any purpose prohibited by this Agreement, by the Acceptable Use Policy in Section 7, or by applicable law (including without limitation public distribution, harassment, or unauthorized monetization of any recording).
The Subscriber acknowledges that call recordings, by their nature, capture the voice of the caller and may, depending on applicable law, constitute biometric information, voice prints, or voice biometric identifiers protected under one or more state or Canadian biometric privacy statutes, including without limitation the Illinois Biometric Information Privacy Act (BIPA), the Texas Capture or Use of Biometric Identifier Act (CUBI), the Washington biometric statute, and any other state, provincial, or federal law that may treat voice recordings as protected biometric data.
The Subscriber is solely and exclusively responsible for: (a) determining whether any biometric privacy statute applies to the Subscriber’s recording of caller voices through the Platform; (b) obtaining any informed written consent, disclosure, or other compliance measure required by any such statute; (c) maintaining any retention and destruction schedule required by any such statute; and (d) defending and indemnifying Impetrix against any claim by any caller or regulatory authority that the recording, retention, or processing of caller voice through the Platform violated any biometric privacy law. The Subscriber expressly acknowledges that biometric privacy statutes such as BIPA permit a private right of action with statutory damages and that violations may give rise to substantial liability for which the Subscriber bears sole responsibility under this Agreement.
Without limiting Section 4.9 of this Agreement, Impetrix expressly disclaims any practice of real-time monitoring of, listening to, or human review of live call audio as it occurs. The Platform’s processing of call audio is performed entirely by automated systems operated by Impetrix’s Upstream Providers, and no Impetrix employee, contractor, or agent listens to live call audio in the ordinary course of business. Post-call review of recordings, transcripts, or summaries by Impetrix personnel occurs only in the limited circumstances described in Section 4.9 (including in response to complaints, AUP investigations, legal process, or Platform integrity diagnostics) and only while such material remains available within the Platform Retention Window.
The Subscriber accepts the foregoing as an inherent feature of the Platform’s architecture. Impetrix does not monitor, listen to, or humanly review live call audio in the ordinary course of business. Impetrix’s limited, exceptional rights to review stored transcripts, recordings, or Knowledge Base content - exercised only in response to a credible complaint, an Acceptable Use Policy investigation, legal process, or Platform-integrity diagnostics as described in Section 4.9 - are reactive and discretionary, do not constitute ongoing or real-time monitoring, and do not convert Impetrix into a content moderator, editor, or reviewer of caller communications in the ordinary course.
Impetrix may receive subpoenas, court orders, search warrants, civil investigative demands, administrative subpoenas, regulatory requests, or other forms of legal process (collectively, “Legal Process”) demanding the production of call recordings, transcripts, Account data, or other Subscriber-related information. The Subscriber’s rights and Impetrix’s obligations with respect to Legal Process are as follows:
(ss) Impetrix will use commercially reasonable efforts, where legally permitted to do so and where doing so is practicable under the circumstances, to provide the Subscriber with prompt notice of any Legal Process demanding production of the Subscriber’s call data, to permit the Subscriber to seek a protective order, motion to quash, or other appropriate response;
(tt) Impetrix shall not be required to oppose, challenge, contest, or seek modification of any Legal Process. The Subscriber bears sole responsibility for asserting its own legal rights and interests in response to Legal Process. Impetrix may comply with apparently valid Legal Process without independently assessing its legal sufficiency, scope, or merit;
(uu) Upon receipt of Legal Process, Impetrix may impose a legal hold preserving the subject data notwithstanding the Subscriber’s deletion requests or the ordinary expiration of the Platform Retention Window. Data preserved under legal hold may be retained beyond the periods otherwise described in this Section 6 or in Section 9, for the duration Impetrix reasonably determines necessary to comply with the underlying legal obligation;
(vv) Impetrix shall have no obligation to indemnify, defend, or hold harmless the Subscriber from any consequence to the Subscriber arising from Impetrix’s compliance with apparently valid Legal Process, and the Subscriber expressly releases Impetrix from any claim or liability arising from such compliance;
(ww) If Impetrix incurs material expense or burden in responding to Legal Process related to the Subscriber’s use of the Platform, including legal fees, technical retrieval costs, employee time, or production expenses, the Subscriber shall, upon Impetrix’s written demand, reimburse Impetrix for all such reasonable expenses, except where such reimbursement is prohibited by applicable law.
The Subscriber acknowledges that the unauthorized recording of a wire, oral, or electronic communication may constitute a violation of:
• The federal Wiretap Act, 18 U.S.C. §§ 2510–2523, which imposes criminal penalties of imprisonment for up to five years and civil liability of at least $10,000 per violation;
• Section 631 of the California Penal Code (the California Invasion of Privacy Act, or CIPA), which imposes both criminal penalties and civil liability with statutory damages of $5,000 per violation;
• The Florida Security of Communications Act, Fla. Stat. §§ 934.01 et seq., which imposes criminal penalties and civil liability for unauthorized interception of wire, oral, or electronic communications;
• Equivalent statutes in numerous other states, including without limitation Pennsylvania, Massachusetts, Illinois, Maryland, Washington, Connecticut, and Montana, each of which imposes its own criminal and civil framework for unlawful recording; and
• Canadian Criminal Code provisions governing the interception of private communications (R.S.C. 1985, c. C-46, sections 183 et seq.), which carry criminal penalties.
The Subscriber accepts that the recording of calls through the Platform potentially implicates each of the foregoing statutes depending on the locations of call participants and other facts, and that the determination of whether any particular call is lawfully recorded is a complex legal question that depends on jurisdiction, applicable consent standards, the substance of the disclosure provided to callers, and other factors. The Subscriber represents that it has obtained, or will obtain, qualified legal advice from competent counsel regarding the application of wiretapping law to its specific use of the Platform, and bears sole responsibility for compliance.
The provisions of this Section 6 supplement, and do not supersede or replace, the provisions of Section 2 (including the definition of the Platform Retention Window in Section 2.30), Section 4 (governing telecommunications compliance generally, including the Legal Disclosure Capability and Digital Receipts), and Section 9 (governing data handling, privacy, security, and cross-border transfer architecture). In particular:
(xx) The strict thirty (30) calendar day Platform Retention Window established in Section 2.30 and Section 4.5 of this Agreement applies with full force to all call recordings, transcripts, summaries, structured Outputs, and other call-derived data products covered by this Section 6, and this Section 6 shall be construed and applied consistently with that Window;
(yy) The Subscriber’s compliance obligations under Section 4.2(c) (state-specific telecommunications compliance) and Section 4.2(d) (Canadian compliance) apply with full force to call recording activities governed by this Section 6;
(zz) The Legal Disclosure Capability and the Digital Receipt logging described in Section 4.3 may be used by the Subscriber as one component of, but not a substitute for, its overall recording-consent compliance program, subject to the limitations expressly stated in Section 4.3(b); and
(aaa) The data handling, retention, and security commitments described in Section 9 apply to all call data covered by this Section 6, including encryption-at-rest, encryption-in-transit, access control, and data residency representations. In the event of any apparent inconsistency among Section 2, Section 4, this Section 6, and Section 9, all such provisions shall be read together to maximize the cumulative scope of the Subscriber’s compliance obligations and the protection afforded to Impetrix.
Without limiting any other indemnification obligation under this Agreement, including without limitation Section 15, the Subscriber shall defend, indemnify, and hold harmless Impetrix and all Impetrix Indemnitees (as that term will be defined in Section 15) from and against any and all claims, demands, actions, proceedings, regulatory inquiries, criminal investigations, civil suits (including but not limited to class actions and statutory damages claims), losses, damages, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and costs of investigation) arising out of or in any way related to:
• Any allegation that the recording of any call handled through a Subscriber’s AI Agent was unlawful, including under federal or state wiretap statutes, biometric privacy statutes, consumer privacy statutes, or Canadian criminal or privacy law;
• Any allegation that any caller did not consent, or did not validly consent, to the recording of a call;
• Any allegation that the Subscriber’s Legal Disclosure Capability (or absence thereof) was legally insufficient;
• Any allegation that the Subscriber’s use, disclosure, retention, or destruction of call recordings, transcripts, or other call-derived Output was unlawful or violated any third party’s rights;
• Any allegation that an Authorized User’s access to, download of, or use of any call recording or transcript was unauthorized or unlawful; and
• Any other claim or liability arising from the recording, transcription, retention, processing, or transmission of call audio through the Platform on behalf of the Subscriber.
6.16 Reserved Right to Modify Storage and Playback Capabilities. Impetrix's right under Section 4.12 to modify or discontinue Platform capabilities applies fully to all storage, playback, transcript-viewing, data-visualization, and export capabilities relating to call recordings and call-derived data, subject in all events to the Platform Retention Window in Section 2.30 and Section 4.5.
This document contains Section 7 of the Impetrix Terms of Service and constitutes a direct continuation of the Agreement between Gin Ventures LLC d/b/a Impetrix and the Subscriber. All defined terms used herein have the meanings ascribed to them in Section 2 of the Agreement unless the context expressly requires otherwise. This Section 7 must be read together with Sections 1 through 6 and all subsequent sections of the Agreement as a single, integrated legal instrument.
Section 7 is the most operationally consequential section of this Agreement. It sets forth the Subscriber’s non-negotiable, non-waivable, and continuing obligations regarding permissible and impermissible use of the Platform. Violation of any provision of this Section 7 carries severe consequences, including but not limited to immediate Account termination without refund, irrevocable forfeiture of Wallet balances, uncapped indemnification liability, and referral to law enforcement or regulatory authorities. The Subscriber is strongly advised to review this Section with independent legal counsel before deploying any AI Agent.
This Section 7 constitutes the Acceptable Use Policy (the “AUP”) governing all access to and use of the Platform, the Services, and any associated APIs, dashboards, integrations, infrastructure, or features made available by Impetrix at any time during the Subscription Term. The AUP applies to the Subscriber, to every Account Owner, to every Authorized User operating under the Subscriber’s Account, and to every individual or entity that interacts with the Platform through credentials, API keys, or session tokens originating from the Subscriber’s Account, regardless of whether such interaction was authorized by the Subscriber.
The AUP is a continuing obligation that attaches at the moment of acceptance of this Agreement and persists, without diminution, throughout: (a) the Subscriber’s active use of the Platform; (b) any free trial, suspension, or grace period; (c) the wind-down period following any cancellation, termination, or Account deletion; and (d) any post-termination period during which any indemnification, confidentiality, or surviving obligation under this Agreement remains in force. The Subscriber may not waive any AUP provision, cure a violation through subsequent compliance, or invoke ignorance of a specific prohibition as a defense to enforcement. The AUP’s prohibitions are absolute and self-executing.
Each prohibition in this Section 7 constitutes a material term of this Agreement. Violation of any prohibition, whether discovered by Impetrix during the Subscription Term or after termination, constitutes a material breach justifying immediate Account termination without refund, forfeiture of Wallet balances, suspension of any pending proration credits or other account credits, and pursuit of all remedies available to Impetrix under this Agreement and at law or equity.
ABSOLUTE PROHIBITION ON PROTECTED HEALTH INFORMATION. IMPETRIX IS NOT, HAS NEVER BEEN, AND IS NOT PRESENTLY OFFERED AS A HIPAA-COMPLIANT PLATFORM. IMPETRIX WILL NOT, UNDER ANY CIRCUMSTANCES, EXECUTE A BUSINESS ASSOCIATE AGREEMENT WITH ANY SUBSCRIBER. THE TRANSMISSION, SUBMISSION, PROCESSING, STORAGE, OR DISCLOSURE OF ANY PROTECTED HEALTH INFORMATION THROUGH ANY PLATFORM FEATURE, BY ANY MEANS, IS ABSOLUTELY AND UNCONDITIONALLY PROHIBITED. ANY VIOLATION OF THIS PROHIBITION IMMEDIATELY AND IRREVOCABLY SHIFTS ONE HUNDRED PERCENT (100%) OF ALL ASSOCIATED LIABILITY TO THE SUBSCRIBER.
The Platform is not currently offered, marketed, or supported for healthcare use, and Impetrix does not currently target, serve, or support covered entities, business associates, clinics, providers, or healthcare niches. As a continuing condition of eligibility and use, the Subscriber represents, warrants, and covenants that it is not a HIPAA covered entity or business associate and is not using the Platform for any healthcare treatment, payment, or operations purpose. The Subscriber shall not introduce, or configure or deploy any AI Agent in a manner that solicits, invites, or is reasonably expected to collect, any Protected Health Information, as that term is defined in Section 2.27 of this Agreement, including without limitation by incorporating Protected Health Information into any Knowledge Base, prompt, configuration, uploaded document, or integration, or by deploying an AI Agent to serve a healthcare use case (collectively, "Subscriber-Introduced PHI"). The introduction of any Subscriber-Introduced PHI is a material breach of this Agreement and of the eligibility representation in Section 1.5. and as further defined by reference to the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations at 45 C.F.R. Parts 160, 162, and 164 (collectively, “HIPAA”). The prohibition in this Section 7.2 applies regardless of:
(a) The form, format, or medium in which Protected Health Information would be transmitted, including audio, transcript, structured data, document upload, URL crawl content, manual prompt entry, integration payload, API call, webhook delivery, or any other technical means;
(b) The identity of the individual to whom the Protected Health Information relates, whether the individual is a Subscriber’s patient, customer, client, employee, prospective customer, family member of any of the foregoing, or any other person;
(c) Whether the Protected Health Information is identifiable on its face, de-identified in a manner that does not satisfy the de-identification standards of 45 C.F.R. § 164.514, partially redacted, or pseudonymized;
(d) Whether the Subscriber has obtained authorization from the individual under 45 C.F.R. § 164.508 or any state-law equivalent;
(e) Whether the Subscriber’s use of the Platform constitutes a permitted use under HIPAA in the abstract;
(f) Whether the Subscriber’s industry, business model, or anticipated callers may foreseeably involve health-related discussion; and
(g) Whether the transmission of Protected Health Information was intentional, inadvertent, the result of caller-initiated disclosure during a call, or otherwise outside the Subscriber’s direct control.
The Subscriber acknowledges that a caller may spontaneously and unilaterally volunteer health-related information during an otherwise non-healthcare call, without solicitation by the Subscriber's AI Agent ("Incidental Health Information"). Incidental Health Information that is genuinely caller-volunteered and unsolicited is outside the intended use of the Platform and does not, by itself, constitute Subscriber-Introduced PHI or render Impetrix a business associate, provided that the Subscriber has complied with its configuration and mitigation duties under Section 7.2(a-2). The Subscriber remains responsible for any failure to configure its AI Agents as required, and for any use, retention, or disclosure of Incidental Health Information by the Subscriber after a call. Impetrix's role with respect to any Incidental Health Information transiting the Platform is solely that of a Pass-Through Processor and neutral conduit (Sections 2.25, 4.9), and such information is subject to the Platform Retention Window and purge architecture (Sections 2.30, 4.5).
The Subscriber shall configure each AI Agent so that it does not solicit, request, or invite health, medical, diagnosis, treatment, prescription, or insurance information from callers, and so that, where a caller begins to volunteer such information, the AI Agent does not pursue, encourage, or elicit further such detail. The Subscriber's compliance with this configuration duty is a material term and a precondition to the favorable treatment of Incidental Health Information under Section 7.2(a-1).
By accepting this Agreement, the Subscriber expressly and unconditionally agrees that:
• With respect to the Platform as offered under this Agreement, Impetrix is not, and shall not be deemed to be, a ‘Business Associate’ of the Subscriber within the meaning of 45 C.F.R. § 160.103, and does not provide services involving the use or disclosure of Protected Health Information under this Agreement;
• Impetrix does not provide services to or on behalf of a Covered Entity or Business Associate that involve the use or disclosure of Protected Health Information within the meaning of HIPAA;
• Impetrix has not represented, will not represent, and shall not be deemed by any third party (including the U.S. Department of Health and Human Services Office for Civil Rights) to have represented that the Platform is suitable for use in connection with the creation, receipt, maintenance, or transmission of Protected Health Information;
• Impetrix does not currently execute Business Associate Agreements under 45 C.F.R. § 164.504(e) in connection with the Platform as offered under this Agreement, and no BAA shall be implied, inferred, or deemed to exist by virtue of the Subscriber's use of the Platform; any future healthcare-eligible offering would be made available, if at all, only under a separate agreement and a separately executed BAA; and
• Any document or communication that purports to be, or is alleged to be, a Business Associate Agreement between Impetrix and any Subscriber is null, void, and of no legal effect, unless the document is executed in writing and signed by an officer of Gin Ventures LLC with express written authority to bind the Company to such an agreement, which authority shall not be inferred or implied under any circumstance and which has not been granted as of the Effective Date of this Agreement.
7.2(c) Immediate, Automatic, and Uncapped Liability Shift
If the Subscriber breaches the no-healthcare eligibility representation in Section 1.5 and Section 7.2(a), introduces any Subscriber-Introduced PHI, or fails to comply with the configuration duties in Section 7.2(a-2), then with respect to any resulting transmission, submission, processing, storage, or disclosure of Protected Health Information through the Platform, the following consequences attach immediately, automatically, and without notice or opportunity to cure:
(h) One hundred percent (100%) of any and all liability arising from, related to, or in any way connected with the unauthorized transmission, submission, processing, storage, or disclosure of Protected Health Information shifts irrevocably from Impetrix to the Subscriber, including but not limited to: (i) any civil monetary penalty assessed by the U.S. Department of Health and Human Services Office for Civil Rights; (ii) any criminal penalty assessed under 42 U.S.C. § 1320d-6; (iii) any State Attorney General enforcement action under HIPAA § 13410(e); (iv) any private right of action arising under analogous state health privacy statutes (including but not limited to the California Confidentiality of Medical Information Act, the Texas Medical Records Privacy Act, the Florida Information Protection Act, the New York SHIELD Act health provisions, and the Washington My Health My Data Act); (v) any common law claim by an affected individual; (vi) any cost of notification, mitigation, credit monitoring, or remediation arising from a HIPAA breach; (vii) all attorneys’ fees, expert witness costs, and litigation expenses incurred by Impetrix in defending against any of the foregoing; and (viii) any reputational, business, or consequential harm sustained by Impetrix;
(i) The Subscriber’s indemnification obligation to Impetrix under this Section 7.2(c) and under Section 15 of this Agreement is expressly uncapped, unlimited, and not subject to any limitation of liability provision elsewhere in this Agreement, including but not limited to the limitations set forth in Section 14, notwithstanding any contrary provision of this Agreement;
(j) Impetrix may immediately suspend or terminate the Subscriber’s Account in accordance with Section 3.8 and Section 17, without notice, without opportunity to cure, and without refund of any prepaid Subscription Fees, Wallet balances, or other Account credits, all of which are immediately and irrevocably forfeited;
(k) Impetrix may, in its sole discretion, report the violation to any applicable regulatory authority, including the U.S. Department of Health and Human Services Office for Civil Rights, any applicable State Attorney General, or any other governmental authority; the Subscriber expressly authorizes such reporting and waives any objection thereto;
(l) Impetrix may purge, quarantine, or render inaccessible any Protected Health Information present on its systems or surfaces, and shall have no liability to the Subscriber, to any individual whose Protected Health Information was unlawfully transmitted, or to any third party for such action; and
(m) The Subscriber’s liabilities, indemnification obligations, and forfeitures under this Section 7.2(c) survive the termination of this Agreement and the closure of the Subscriber’s Account indefinitely.
The Subscriber expressly acknowledges and agrees that:
• The PHI prohibition in this Section 7.2 is a material inducement to Impetrix’s willingness to provide the Platform to the Subscriber at the pricing set forth in this Agreement, and the prohibition reflects a fundamental allocation of risk between the parties without which Impetrix would not enter into this Agreement;
• The Subscriber has independently determined, based on its own legal review, that its anticipated use of the Platform does not require the transmission of Protected Health Information and that the Subscriber is capable of operating its AI Agents in a manner that avoids such transmission;
• If during the course of its use of the Platform the Subscriber’s business operations evolve in a manner that may foreseeably involve Protected Health Information, the Subscriber’s sole permissible course of action is to terminate its Subscription, cease use of the Platform, and seek a HIPAA-compliant alternative service; the Subscriber may not continue using the Platform while attempting to limit, redact, or filter Protected Health Information; and
• If a caller spontaneously discloses Protected Health Information during an interaction with the Subscriber’s AI Agent, the Subscriber bears full responsibility for the consequences, including the legal effect of such disclosure being recorded, transmitted to Upstream Providers, and stored within the retention windows applicable to the Platform. The Subscriber must configure its AI Agents to discourage and redirect such disclosures and must promptly purge any inadvertently captured Protected Health Information through the Platform’s deletion interfaces, subject to the limitations described in Section 6.2 and Section 9 regarding upstream retention. Notwithstanding such efforts, the Subscriber retains exclusive liability under Section 7.2(c).
The Subscriber shall not transmit, submit, process, store, display, or otherwise cause to be made available through the Platform any cardholder data, sensitive authentication data, primary account numbers (PAN), card verification values (CVV/CVV2/CVC2/CID), magnetic stripe track data, EMV chip data, PIN, PIN block, or any other data element regulated under the Payment Card Industry Data Security Standard (PCI DSS) as administered by the PCI Security Standards Council. The prohibition in this Section 7.3 applies whether such data would be transmitted through an AI Agent caller interaction, manually entered into a Knowledge Base, included in any Input or Output, or transmitted through any integration or API call.
The Platform is not designed to be PCI DSS compliant, has not been assessed by a Qualified Security Assessor against the PCI DSS, and is not authorized for use as a Service Provider with respect to cardholder data under the PCI Security Standards Council framework. The Subscriber must configure its AI Agents to neither solicit nor accept payment card information from callers and must redirect any caller seeking to provide such information to a separately compliant payment processing system not operated through the Platform. Subscribers requiring an end-to-end conversational payment experience must implement such functionality outside the Platform, through a separately PCI-compliant solution under separate contracts with that solution’s providers.
Violation of this Section 7.3 carries the same consequences as a violation of Section 7.2, including immediate Account termination without refund, full liability shift to the Subscriber for any PCI DSS enforcement action, card brand assessment, forensic investigation cost, or third-party claim, and uncapped indemnification of Impetrix under Section 15.
The Platform is not designed, evaluated, or authorized for use with respect to data categories subject to specific federal, state, or sector regulatory regimes other than those expressly contemplated by this Agreement. The Subscriber shall not transmit, submit, process, or cause to be made available through the Platform any of the following categories of data without Impetrix’s express prior written consent, which consent Impetrix shall be entitled to withhold in its sole discretion and which consent has not been granted to any Subscriber as of the Effective Date:
• FERPA-Protected Education Records. Education records and personally identifiable information from education records protected under the Family Educational Rights and Privacy Act of 1974, 20 U.S.C. § 1232g and its implementing regulations at 34 C.F.R. Part 99. Subscribers in K-12, higher education, or other educational settings must independently determine whether their anticipated use of the Platform implicates FERPA and must obtain separate FERPA-compliant solutions for such use cases.
• GLBA Customer Financial Information. Non-public personal information of consumers of financial institutions regulated under the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801–6809, and the implementing Privacy Rule and Safeguards Rule. Subscribers that are financial institutions or that handle financial services data on behalf of financial institutions must obtain separately GLBA-compliant solutions.
• FCRA-Regulated Consumer Report Information. Information collected, processed, or used in connection with consumer reports as regulated under the Fair Credit Reporting Act, 15 U.S.C. §§ 1681 et seq., including but not limited to credit reports, employment background checks, tenant screening reports, and similar data products.
• COPPA-Regulated Children’s Data. Personal information of any individual whom the Subscriber knows or reasonably should know to be under thirteen (13) years of age, as regulated under the Children’s Online Privacy Protection Act, 15 U.S.C. §§ 6501–6506, and the FTC’s implementing regulations at 16 C.F.R. Part 312. Subscribers shall not deploy AI Agents to receive calls intentionally directed at, or knowingly received from, individuals under thirteen (13) years of age. The Subscriber bears sole responsibility for the configuration and operation of its AI Agents to comply with this prohibition, including without limitation by including age-verification or call-screening prompts where the Subscriber’s anticipated caller population may include minors.
• Government Classified and Export-Controlled Data. Any data classified under U.S. government information classification systems, controlled unclassified information (CUI), technical data subject to the International Traffic in Arms Regulations (ITAR) at 22 C.F.R. Parts 120-130, technology subject to the Export Administration Regulations (EAR) at 15 C.F.R. Parts 730-774, or any other regulated technology, software, or information that may not be transmitted to or processed by non-U.S. persons or by foreign-controlled infrastructure without specific governmental authorization. The Subscriber expressly acknowledges that Impetrix does not warrant the citizenship or nationality status of any Upstream Provider personnel and that the Platform must not be used to handle export-controlled or classified information.
• State Health Privacy Data. Data subject to state-law health privacy statutes that may apply independently of HIPAA, including but not limited to consumer health data covered under the Washington My Health My Data Act (Wash. Rev. Code §§ 19.373 et seq.), the Nevada SB 370 consumer health data statute, the California Confidentiality of Medical Information Act (Cal. Civ. Code §§ 56 et seq.), and the New York State health data provisions of the SHIELD Act.
• State Genetic and Biometric Data. Genetic information regulated under the federal Genetic Information Nondiscrimination Act (GINA) or any state genetic privacy law; and biometric identifiers regulated under any state biometric privacy law, including but not limited to the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act, and the Washington biometric statute. The Subscriber acknowledges the additional voice-print and biometric obligations set forth in Section 6.10 of this Agreement, which apply with full force notwithstanding any provision of this Section 7.4.
• Other Sectoral Regulated Data. Any other category of data subject to specific federal, state, or Canadian regulatory regimes, including but not limited to motor vehicle records under the Driver’s Privacy Protection Act (18 U.S.C. §§ 2721–2725), tax return information regulated under 26 U.S.C. § 7216, video viewing records under the Video Privacy Protection Act (18 U.S.C. § 2710), and any other data category subject to specific statutory or regulatory protection.
Without limiting and in supplementation of the Subscriber’s obligations set forth in Section 4 of this Agreement, the Subscriber shall not use the Platform in any manner that violates, contributes to a violation of, or aids or abets the violation of any provision of:
• The Telephone Consumer Protection Act, 47 U.S.C. § 227, and all regulations promulgated thereunder by the Federal Communications Commission;
• The Telemarketing and Consumer Fraud and Abuse Prevention Act, 15 U.S.C. §§ 6101–6108, and the FTC’s implementing Telemarketing Sales Rule at 16 C.F.R. Part 310;
• The CAN-SPAM Act, 15 U.S.C. §§ 7701 et seq., and the FTC’s implementing regulations;
• The Truth in Caller ID Act, 47 U.S.C. § 227(e), prohibiting the transmission of misleading or inaccurate Caller ID information with intent to defraud, cause harm, or wrongfully obtain anything of value;
• The TRACED Act (Pallone-Thune Telephone Robocall Abuse Criminal Enforcement and Deterrence Act) and the FCC’s implementing rules, including without limitation STIR/SHAKEN call authentication requirements and the various call-blocking, call-labeling, and call-tracking mandates;
• The Junk Fax Prevention Act and applicable FCC rules governing unsolicited facsimile transmissions;
• Any other federal statute, regulation, or FCC order, declaratory ruling, or guidance governing automated telephone communications, voice messages, text messages, or telemarketing; and
• Without limitation, the Subscriber shall not configure or deploy any AI Agent in a manner intended to evade, circumvent, or frustrate the operation of any call-blocking, call-labeling, or call-authentication mechanism implemented by carriers, regulators, or the Subscriber’s callers.
The Subscriber shall comply at all times with all federal, state, and Canadian Do-Not-Call regulations applicable to the Subscriber’s use of the Platform, including without limitation:
(n) Maintaining current registration with the National Do-Not-Call Registry administered by the Federal Trade Commission, where required by applicable law;
(o) Scrubbing the Subscriber’s call lists against the National Do-Not-Call Registry at intervals required by applicable law and FTC guidance;
(p) Maintaining and honoring the Subscriber’s own internal do-not-call list of individuals who have requested not to be called, irrespective of whether such individuals appear on any governmental registry;
(q) Complying with state-specific do-not-call registries and state-specific telemarketer registration, bonding, or licensing requirements, including without limitation those imposed by Florida, California, Pennsylvania, Texas, Indiana, Tennessee, Louisiana, Oklahoma, New Jersey, and any other state into which the Subscriber’s AI Agents may place outbound calls or that the Subscriber’s use of the Platform may otherwise implicate;
(r) Complying with state laws restricting calling hours, including any state laws that prohibit telemarketing or automated calls outside specified time windows;
(s) Complying with state laws requiring identification of the caller, the entity on whose behalf the call is being made, and the nature and purpose of the call; and
(t) Complying with the Canadian Radio-television and Telecommunications Commission’s Unsolicited Telecommunications Rules and the National Do Not Call List (DNCL), to the extent the Subscriber’s use of the Platform involves calls into Canadian telephone numbers.
If the Subscriber’s use of the Platform involves the transmission of any commercial electronic message to any electronic address in Canada, or otherwise constitutes a regulated activity under Canada’s Anti-Spam Legislation, S.C. 2010, c. 23 (“CASL”), the Subscriber shall comply with all CASL requirements, including without limitation:
• Obtaining express or implied consent (as applicable under CASL) from each recipient prior to transmitting any commercial electronic message;
• Including in each commercial electronic message the identification, contact, and unsubscribe information required by CASL and its implementing regulations;
• Honoring all unsubscribe requests within the time period required by CASL;
• Maintaining records of consent, consent withdrawal, and message transmission sufficient to demonstrate CASL compliance in any CRTC investigation;
• Not transmitting any commercial electronic message containing false or misleading sender information, subject line, or body content in violation of CASL’s false or misleading representation provisions; and
• Not installing or causing to be installed any computer program on a recipient’s device in violation of CASL’s anti-malware provisions, to the extent any Platform feature could foreseeably implicate this provision.
The Subscriber shall not use the Platform to transmit, cause to be transmitted, or facilitate the transmission of:
• Any unsolicited bulk electronic communications, unsolicited automated voice calls, unsolicited prerecorded voice messages, unsolicited text messages, or unsolicited commercial communications of any kind, except where the Subscriber possesses legally sufficient prior express written consent from each recipient or operates under a legally valid exemption from applicable consent requirements;
• Any call or message that is part of a calling campaign that fails to comply with applicable calling-frequency, calling-volume, abandoned-call-rate, or other quantitative limits imposed under the TCPA, TSR, or any state or Canadian equivalent;
• Any communication intended to harvest, validate, or test the deliverability of telephone numbers, email addresses, or other contact identifiers;
• Any “wangiri”, missed-call-callback fraud, or similar scheme that solicits callbacks to premium-rate numbers or international numbers for the purpose of generating telecommunications fees payable to the originating party;
• Any call placed for the purpose of evading caller-identification rules, call-blocking systems, or call-authentication frameworks; or
• Any communication that Impetrix, in its sole reasonable discretion, determines constitutes spam, abuse, or robocall misconduct based on caller complaint volumes, carrier feedback, regulatory inquiries, or any other indicator of abusive calling practices.
• Any call or calling pattern that causes or contributes to the adverse labeling, flagging, filtering, throttling, blocking, or block-listing of telephone numbers, traffic, or routes associated with the Platform by any carrier, telephony provider, call-analytics provider, or Upstream Provider, or that materially degrades the deliverability or carrier reputation of the Platform's telephony resources for Impetrix or for other Subscribers. The Subscriber acknowledges that carrier-level reputation is a shared resource and that conduct degrading it harms all Subscribers; Impetrix may suspend or terminate under Sections 3.8 and 17 to protect that shared resource, independent of any other AUP provision.
The Subscriber shall not use the Platform, or permit the Platform to be used, for any fraudulent, deceptive, or impersonating purpose, including without limitation:
• Impersonation of Persons or Entities. Configuring any AI Agent to impersonate, falsely represent itself as, or create a false or misleading impression that the AI Agent is: (i) a specific natural human being other than a fictional persona explicitly disclosed as such; (ii) an employee, officer, agent, or representative of any entity with which the Subscriber lacks the authority to communicate on that entity’s behalf; (iii) a government agency, regulatory authority, law enforcement entity, court, tax authority, public utility, charitable organization, or any other entity vested with public trust; or (iv) any specific person or entity from whom the AI Agent is not authorized to act.
• AI Identity Misrepresentation. Configuring any AI Agent in a manner designed to deceive callers as to the AI Agent’s nature as an artificial intelligence system, where any caller sincerely and directly inquires whether they are speaking with a human being. The Subscriber acknowledges the AI disclosure obligations set forth in Section 4.2(e) of this Agreement and applicable jurisdiction-specific bot-disclosure statutes (including California Business and Professions Code § 17941 and any equivalent thereof in other jurisdictions).
• Pretexting. Using the Platform to obtain by false pretenses any personal, financial, or confidential information from any individual, including without limitation any conduct constituting pretexting under the Gramm-Leach-Bliley Act or any state-law equivalent.
• Phishing and Social Engineering. Using the Platform to conduct phishing, vishing (voice phishing), smishing, or any other social engineering scheme designed to obtain login credentials, financial account information, security codes, or other sensitive information from callers.
• Account Takeover and Identity Theft. Using the Platform to facilitate, prepare for, or carry out any account takeover, synthetic identity fraud, identity theft, or unauthorized impersonation of a real person for any purpose.
• Romance, Investment, and Confidence Schemes. Using the Platform to conduct romance scams, investment fraud, advance-fee schemes, fake-charity scams, lottery scams, government-impersonation scams (including IRS, Social Security Administration, Medicare, or USCIS impersonation), or any other confidence scheme designed to defraud callers or to obtain money, property, or anything of value by false representation.
• Fake Recall and Notification Scams. Using the Platform to issue false product recall notices, false warranty notifications, false vehicle recall claims, false benefits-eligibility notifications, false legal-action notifications, or any other communication designed to deceive callers into believing they have a legal, financial, or safety-related obligation that does not exist.
• Falsified Caller ID and Number Misuse. Causing the transmission of any Caller ID number that is not a valid, currently-assigned telephone number that the Subscriber is legally authorized to display, including any Caller ID intended to mimic or be confused with a government number, an emergency services number, a financial institution, or any other entity with which the Subscriber has no affiliation. The Subscriber’s obligations under Section 4.2(e) of this Agreement apply with full force to this prohibition.
The Subscriber shall not use the Platform, or permit the Platform to be used, in any manner that:
• Harasses, threatens, intimidates, terrorizes, abuses, or stalks any individual, including by means of repeated unwanted calls, calls intended to annoy or harass, calls placed at unreasonable hours, or calls placed to a person who has requested not to be contacted;
• Engages in or facilitates domestic abuse, intimate partner violence, coercive control, or harassment of an estranged spouse, partner, family member, or any other individual with whom the Subscriber has a personal relationship;
• Engages in coordinated harassment, brigading, or targeted abuse of any individual, group, or entity, whether directly or by enabling third parties to do so through the Platform;
• Discloses, threatens to disclose, or facilitates the unauthorized disclosure of any individual’s private, sensitive, or confidential personal information (“doxing”);
• Engages in stalking, persistent unwanted contact, location tracking via inferred patterns of caller behavior, or any other course of conduct that places any individual in reasonable fear of harm;
• Encourages, glorifies, or facilitates suicide, self-harm, eating disorders, or other forms of self-injury, or attempts to extract from callers admissions or statements related to such conduct; or
• Targets, harasses, or intimidates members of any protected class on the basis of race, color, ethnicity, national origin, religion, sex, gender identity, sexual orientation, age, disability, veteran status, or any other characteristic protected by applicable federal, state, or Canadian law.
The Subscriber shall not configure any AI Agent, populate any Knowledge Base, submit any Input, or generate (whether intentionally or as a foreseeable consequence of configuration choices) any Output that:
• Is defamatory, libelous, or slanderous, or that contains false statements of fact about identifiable persons or entities;
• Is obscene, pornographic, sexually explicit, or that depicts, describes, or encourages sexual exploitation of any individual;
• Sexualizes, exploits, or endangers any minor in any manner whatsoever, or that constitutes or facilitates the creation, distribution, or solicitation of child sexual abuse material;
• Promotes, glorifies, incites, or facilitates terrorism, violent extremism, mass-casualty violence, hate-motivated violence, or any other form of organized political or ideological violence;
• Provides instruction in the manufacture, acquisition, modification, or use of weapons (including firearms, explosives, incendiary devices, chemical, biological, radiological, or nuclear weapons), illegal drugs, counterfeit currency, malicious software, or other contraband;
• Promotes, facilitates, or solicits engagement in any criminal activity, including without limitation human trafficking, sexual exploitation, illegal gambling, illegal drug distribution, money laundering, theft, or fraud;
• Constitutes or facilitates copyright infringement, trademark infringement, trade secret misappropriation, or violation of any other intellectual property right of any third party;
• Promotes or facilitates the unlawful sale or distribution of regulated products, including prescription drugs sold outside a regulated pharmaceutical channel, controlled substances, alcohol to minors, tobacco products to minors, or firearms in violation of applicable law;
• Contains, generates, or is configured to generate any content that Impetrix determines, in its sole reasonable discretion, to be objectionable, offensive, or contrary to the public interest, including without limitation deepfake audio, voice clones of identifiable real persons used without authorization, or synthetic media intended to deceive.
The Subscriber shall not configure any AI Agent or deploy the Platform in any manner that engages in unlawful discrimination, including without limitation:
• Using AI Agent screening, qualification, or routing logic to engage in discrimination on the basis of race, color, ethnicity, national origin, religion, sex, gender identity, sexual orientation, age, disability, marital status, familial status, veteran status, source of income, or any other characteristic protected under federal, state, or Canadian fair housing, fair lending, fair employment, fair credit, or public accommodations laws;
• Configuring an AI Agent in any context regulated under the Fair Housing Act, the Equal Credit Opportunity Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Genetic Information Nondiscrimination Act, state or local fair housing or fair employment statutes, or analogous Canadian human rights legislation, in a manner that fails to comply with the substantive requirements of those statutes;
• Using AI Agent outputs to make, or substantially contribute to, decisions that adversely affect any individual in connection with housing, credit, insurance, employment, education, public accommodation, or government benefits without ensuring compliance with all applicable anti-discrimination laws, including without limitation the substantive requirements of the Equal Credit Opportunity Act’s adverse action notification rules and any analogous state requirements; and
• Using the Platform in any manner that violates applicable Algorithmic Accountability, automated decision-making, or AI bias-and-fairness laws or regulations adopted by any federal, state, or Canadian governmental authority, as such laws and regulations may exist as of the Effective Date or as adopted in the future.
The Subscriber shall not use the Platform in connection with any of the following industries, verticals, or business activities (collectively, the “Restricted Verticals”), unless the Subscriber has obtained Impetrix’s express prior written consent in each instance, which consent shall be granted or withheld in Impetrix’s sole discretion and which is not granted by virtue of this Agreement:
• High-Risk Financial Services. Payday loans, short-term high-interest consumer loans, advance-fee loans, third-party lead generation for unaffiliated lenders, student loan debt relief, federal student loan consolidation services not authorized by the U.S. Department of Education, cryptocurrency promotion or sales, unregistered securities offerings, binary options, contracts for difference (CFDs), and similar high-risk financial products.
• Debt Collection and Credit Repair. Third-party debt collection, debt consolidation services, debt settlement, debt relief programs, credit repair organizations subject to the Credit Repair Organizations Act (15 U.S.C. §§ 1679 et seq.), and analogous services regulated under the Fair Debt Collection Practices Act (15 U.S.C. §§ 1692 et seq.) or applicable state debt collection statutes.
• Lead Generation Resale. Third-party lead generation services that collect caller information for the purpose of selling, sharing, transferring, or resyndicating that information to third parties unaffiliated with the call recipient, including without limitation lead aggregation services that distribute caller data to multiple buyers.
• “Get Rich Quick” and Multi-Level Marketing. Get-rich-quick schemes, work-from-home opportunity sales, pyramid schemes, multi-level marketing recruitment, deceptive earnings-claim marketing, and any business opportunity covered by the FTC’s Business Opportunity Rule (16 C.F.R. Part 437) absent full compliance with that rule.
• Cannabis, CBD, and Vape Products. Sale, promotion, marketing, or offering for sale of cannabis (including marijuana and any tetrahydrocannabinol-containing product), cannabidiol (CBD) products, kratom, vape products, electronic cigarettes, or any other product that may be subject to federal, state, or Canadian restrictions on telecommunications-based marketing, regardless of whether the product is legal in the jurisdiction of the Subscriber or the caller.
• Prescription Drugs and Controlled Substances. Sale, promotion, marketing, or facilitation of the sale of prescription pharmaceuticals, controlled substances, illegal drugs, or any product purporting to provide therapeutic effects without applicable regulatory approval.
• Gambling and Gaming. Sale, promotion, or marketing of gambling services, casino apps, online betting platforms, sports betting, lottery products (other than state lotteries operating in compliance with applicable law), fantasy sports for cash prizes, or any other product for which the Subscriber has not confirmed regulatory compliance in every jurisdiction where callers are located.
• Firearms, Explosives, and Weapons. Sale, promotion, or marketing of firearms, ammunition, explosives, incendiary devices, weapons of any kind, or component parts thereof.
• Adult Content and Services. Sale, promotion, or marketing of adult content, sexually explicit services, escort services, pornography, or any other product or service of a sexual nature.
• Other High-Risk Verticals. Any other business activity that the Subscriber’s carrier, the Telephony Partner, the Voice Infrastructure Partner, any other Upstream Provider, or any applicable Acceptable Use Policy of an Upstream Provider classifies as high-risk, restricted, or prohibited, including without limitation business activities that fall within the SHAFT (sex, hate, alcohol, firearms, tobacco) categories under common carrier acceptable use policies.
The Subscriber acknowledges that the Restricted Verticals are subject to heightened regulatory scrutiny, elevated carrier-level filtering, elevated complaint volumes, and elevated litigation risk under the TCPA, TSR, and analogous state and Canadian regimes. The Subscriber further acknowledges that Impetrix’s Upstream Providers may, independent of Impetrix, suspend or terminate the routing of calls associated with Restricted Vertical activity, and that any such upstream action shall not constitute a breach of this Agreement by Impetrix or entitle the Subscriber to any refund, credit, or compensation.
The Subscriber shall not, and shall not permit any Authorized User or third party operating under its credentials to:
• Upload, transmit, introduce, or attempt to introduce to the Platform any computer virus, worm, Trojan horse, ransomware, spyware, adware, rootkit, logic bomb, time bomb, keylogger, or any other software, code, file, or script designed to disrupt, damage, disable, overload, intercept, or expropriate any portion of the Platform, any Upstream Provider system, any network or device connected thereto, or any other computer system;
• Engage in any denial-of-service attack, distributed denial-of-service attack, traffic flooding attack, resource-exhaustion attack, or any other form of attack designed to impair the availability of the Platform for Impetrix or any other user;
• Construct, submit, transmit, or attempt to submit through any Platform input channel (including Knowledge Base content, prompt configuration, manual entries, integration payloads, or runtime caller audio) any input designed to: (i) cause an AI Agent or any Upstream AI Model Provider system to deviate from intended operational guardrails (“jailbreak attacks”); (ii) inject malicious instructions into a large language model prompt context (“prompt injection attacks”); (iii) extract, infer, or reconstruct system prompts, model weights, training data, or other confidential elements of any Upstream Provider system; (iv) manipulate an AI Agent into producing prohibited Outputs that would otherwise be blocked by content filters; or (v) cause the Platform to produce any Output in violation of this Agreement or any Upstream Provider’s terms;
• Conduct any form of adversarial security testing, vulnerability probing, penetration testing, fuzzing, or red-teaming against the Platform or any Upstream Provider system without Impetrix’s express prior written authorization in each instance;
• Attempt to discover, exploit, or disclose any security vulnerability, configuration weakness, access control failure, authentication bypass, or other security defect of the Platform or any Upstream Provider system, except through Impetrix’s officially designated coordinated vulnerability disclosure process (if and when Impetrix publishes one); or
• Use the Platform to test, develop, train, or refine any technique, capability, or system designed to circumvent the security, content moderation, or operational guardrails of any artificial intelligence platform, including the Platform itself.
The Subscriber shall not:
• Access, attempt to access, or facilitate access to any portion of the Platform, any Account other than the Subscriber’s own, any Upstream Provider system, or any network or system connected thereto, except through the authentication credentials and access methods explicitly authorized by Impetrix;
• Use any password, API key, authentication token, or other credential not legitimately issued to the Subscriber’s Account or shared with the Subscriber by another Account Owner;
• Share, sell, lease, lend, sublicense, or otherwise transfer any credential issued to the Subscriber’s Account to any person or entity other than an Authorized User properly designated through the Platform’s Team Management module, in accordance with Section 3.5;
• Attempt to bypass, defeat, or circumvent any rate-limit, usage cap, geographic restriction, feature gate, payment gate, or other access-control mechanism implemented by Impetrix, including without limitation by creating multiple Accounts to evade Subscription Plan limits, by abusing the Free Trial system, by manipulating Wallet balance refresh, or by exploiting any technical defect of the Platform; or
• Engage in any conduct that violates the Computer Fraud and Abuse Act (18 U.S.C. § 1030), the Stored Communications Act (18 U.S.C. §§ 2701–2712), any state computer crime statute, or analogous Canadian criminal law provisions.
Without limiting and in supplementation of the Subscriber’s obligations under Sections 3.2 and 5.10 of this Agreement, the Subscriber shall not:
• Decompile, disassemble, decode, reverse engineer, reverse compile, or otherwise attempt to derive, reconstruct, or extract the source code, object code, underlying model architecture, embedding space, prompt logic, hyperparameters, training data, training methodologies, or trade secrets of the Platform, any AI Agent, any component thereof, or any system of any Upstream Provider accessed through the Platform;
• Use any robot, spider, crawler, scraper, web harvesting tool, data extraction tool, or other automated means to access, index, copy, or extract data from the Platform, except through Impetrix’s officially published APIs and within the scope of access expressly authorized to the Subscriber;
• Use the Platform, or any data extracted from the Platform, to develop, train, validate, benchmark, improve, or commercialize any product or service that competes with or is substantially similar in functionality to the Platform, the Services, or any feature thereof;
• Use the Platform to generate datasets, training corpora, evaluation suites, or model outputs for the purpose of training, fine-tuning, evaluating, or improving any artificial intelligence model owned by the Subscriber or by any third party (other than incidental product use by the Subscriber for its own legitimate business purposes);
• Permit any employee, contractor, agent, affiliate, or other individual or entity to access the Platform on behalf of the Subscriber if such individual or entity is also engaged in the development, design, marketing, or sale of a competing artificial intelligence voice agent, conversational AI, or automated telephony product, regardless of the Subscriber’s authorization of such access;
• Monitor the Platform’s availability, response times, error rates, feature releases, pricing pages, user interface design, or other operational characteristics for the purpose of competitive intelligence, public benchmarking, or production of analyst reports without Impetrix’s express prior written consent;
• Publish any benchmark, evaluation, comparison study, performance metric, or analyst report comparing the Platform to any other product without Impetrix’s express prior written consent and without Impetrix’s opportunity to review and respond to the methodology and findings; or
• Engage in any other use of the Platform that Impetrix reasonably determines is adverse to Impetrix’s legitimate business interests, undermines the Platform’s competitive position, or facilitates competitive harm to Impetrix.
The Platform is licensed to the Subscriber solely for the Subscriber’s own internal business purposes. The Subscriber shall not, without Impetrix’s express prior written authorization through a separately executed reseller, white-label, or partner agreement:
• Resell, sublicense, distribute, rent, lease, lend, time-share, or otherwise make the Platform or any component or output thereof available to any third party for commercial consideration;
• Operate the Platform as a service bureau, hosted application service, application service provider offering, managed service, or any other arrangement under which third parties (other than the Subscriber’s own personnel) access or benefit from the Platform under the Subscriber’s license;
• Rebrand, relabel, co-brand, or represent the Platform or any AI Agent powered by it under the Subscriber’s own brand or any third-party brand for distribution to end-customers, regardless of whether the Subscriber represents the underlying technology as its own or attributes it to Impetrix;
• Build a competing product, service, or offering on top of the Platform that incorporates the Platform’s capabilities as a hidden backend component;
• Deploy AI Agents on behalf of an Organization other than the Subscriber’s own Organization, except for AI Agents deployed on behalf of identified end-customers of a Subscriber that is authorized as a marketing or services agency, where the Subscriber retains full legal responsibility for those AI Agents and where the Subscriber’s relationship to those end-customers is fully disclosed to Impetrix upon request; or
• Aggregate, syndicate, or repackage Platform-generated Outputs (including call transcripts, summaries, analytics, or any other Outputs) into any third-party data product offered for sale or license.
Without limiting and in supplementation of the Subscriber’s obligations under Section 5.2 and Section 5.10 of this Agreement, the Subscriber shall not:
• Submit any URL to the Platform’s Knowledge Base Generation feature pointing to a website that the Subscriber does not own, control, or have explicit authorization from the owner to subject to automated crawling;
• Use the Knowledge Base Generation feature as a general-purpose web scraping tool to extract content unrelated to the operation of an AI Agent serving the Subscriber’s own legitimate business;
• Submit URLs pointing to competitor websites or to websites owned by entities that have publicly indicated their objection to automated crawling, regardless of whether the source content is technically accessible;
• Submit URLs at a frequency or volume that constitutes harassment or abusive crawling of the target site;
• Use the Knowledge Base Generation feature to circumvent any paywall, registration wall, geographic restriction, age gate, or other access-control mechanism implemented by the target website; or
• Use the Platform to ingest, store, or operationalize any content from any source website that the Subscriber knows or reasonably should know infringes any third party’s intellectual property rights.
Impetrix shall have sole and exclusive authority to determine, in its reasonable discretion, whether any act, omission, or pattern of conduct by a Subscriber, Account Owner, Authorized User, or any other person acting through the Subscriber’s Account constitutes a violation of this Section 7 or otherwise constitutes prohibited conduct under this Agreement. In exercising this authority, Impetrix may consider, without limitation:
(u) The text, structure, and purpose of the relevant prohibition;
(v) The facts and circumstances of the conduct in question, as known to Impetrix;
(w) Caller complaints, regulatory inquiries, carrier feedback, third-party reports, and other indicia of potential violations;
(x) The Subscriber’s history of compliance or non-compliance;
(y) The legal, reputational, operational, and commercial risk presented to Impetrix by the conduct;
(z) The actions or directives of any Upstream Provider regarding the conduct; and
(aa) Any other factor Impetrix deems relevant.
Upon determining that a violation has occurred or is reasonably likely to have occurred, Impetrix may, in its sole discretion and without prior notice (except where notice is required by applicable law), exercise any one or more of the following remedies, cumulatively or alternatively:
• Immediate Suspension. Immediate suspension of the Subscriber’s Account, in whole or in part, including suspension of AI Agent operations, Wallet access, integration connectivity, and dashboard access, in accordance with Section 3.8;
• Immediate Termination. Immediate termination of this Agreement and the Subscriber’s Account in accordance with Section 17, without refund of Subscription Fees, without return of Wallet balances, and without compensation of any form;
• Content Removal. Removal, quarantine, or rendering inaccessible of any Knowledge Base content, AI Agent configuration, Input, Output, or other content associated with the violation;
• Forfeiture of Wallet and Credits. Immediate, irrevocable forfeiture of any Wallet balance, Proration Credit, Free Trial residual value, or other account credit held by the Subscriber at the time of the violation;
• Forfeiture of Refund Eligibility. Voiding of any pending refund request, money-back guarantee claim, or other monetary remedy that the Subscriber might otherwise have been entitled to assert;
• Regulatory and Law Enforcement Reporting. Reporting of the violation to applicable regulatory authorities, law enforcement, Upstream Providers, payment processors, the Federal Trade Commission, the Federal Communications Commission, state Attorneys General, the Office for Civil Rights at the U.S. Department of Health and Human Services, the Canadian Radio-television and Telecommunications Commission, the Office of the Privacy Commissioner of Canada, or any other authority Impetrix reasonably determines should be notified;
• Indemnification Claim. Initiation of an indemnification claim under Section 15 of this Agreement, including pursuit of all attorneys’ fees, costs, damages, settlements, judgments, fines, and penalties arising from the violation;
• Civil and Criminal Remedies. Pursuit of any civil or criminal remedies available to Impetrix under federal, state, or Canadian law, including without limitation injunctive relief, damages, and statutory remedies; and
• Permanent Ban. Permanent prohibition of the Subscriber, the Account Owner, and any associated Authorized User from creating future Accounts or otherwise accessing the Platform, including without limitation through different email addresses, business entities, or affiliates.
Impetrix’s exercise of any remedy under this Section 7.19 shall not constitute a waiver of any other remedy and shall not preclude the exercise of additional remedies. Impetrix shall not be liable to the Subscriber, to any Authorized User, or to any third party for any loss, damage, harm, business interruption, lost data, or other consequence arising from Impetrix’s good-faith exercise of any remedy under this Section 7.19, regardless of whether Impetrix’s determination of a violation is later found to have been incorrect.
Upon Impetrix’s reasonable request in connection with any actual, suspected, or alleged violation of this Section 7, of any other provision of this Agreement, or of any applicable law, the Subscriber shall:
• Cooperate fully with Impetrix’s investigation, including by providing requested information, documentation, configuration details, consent records, caller communication records, and any other materials reasonably requested by Impetrix;
• Produce, within five (5) Business Days of Impetrix’s written request, certified copies of any consent records, opt-in records, do-not-call list records, CASL records, or other compliance documentation that the Subscriber is required to maintain under this Agreement;
• Preserve, and not delete, alter, or destroy, any records relating to the matter under investigation, including without limitation Knowledge Base content, AI Agent configuration history, Wallet transaction records, call data, and any other Platform-related artifacts within the Subscriber’s possession, custody, or control;
• Make personnel knowledgeable about the matter under investigation reasonably available to Impetrix for interviews, depositions, or other inquiry processes;
• Refrain from contacting any caller, complainant, regulatory authority, or other party involved in the investigation in a manner that would interfere with Impetrix’s investigation or the orderly resolution of any underlying claim; and
• Provide Impetrix with prompt written notice of any contact from any regulatory authority, law enforcement agency, attorney representing a claimant, or other third party relating to the Subscriber’s use of the Platform.
The Subscriber’s failure to cooperate with Impetrix’s investigation or to produce required documentation within the time period specified shall constitute an independent material breach of this Agreement, justifying termination on that ground alone and creating an adverse inference, for purposes of Impetrix’s enforcement determination, that the underlying alleged violation occurred.
Any person who believes that a Subscriber, Authorized User, or any other party has violated this Section 7 or any other provision of this Agreement may report the suspected violation to Impetrix at [email protected]. Impetrix will review submitted reports in good faith and may, in its sole discretion, investigate, take action, or decline to take action based on its review. Impetrix does not undertake any obligation to:
• Acknowledge any specific report;
• Provide the reporting party with information about the status, outcome, or details of any investigation;
• Take any specific action against any reported Subscriber; or
• Refrain from disclosing the existence or contents of a report to the affected Subscriber, except where confidentiality is required by applicable law or by a reporting party who is a regulatory authority acting under specific statutory confidentiality protections.
Submission of a knowingly false, malicious, or vexatious report to Impetrix may itself constitute a violation of applicable law and shall not give rise to any liability on the part of Impetrix. Subscribers are required to immediately report to Impetrix at the abuse address above any violation of this Section 7 of which they become aware, including without limitation any violation by an Authorized User operating under the Subscriber’s Account.
The prohibitions, representations, warranties, indemnification obligations, enforcement remedies, and cooperation obligations set forth in this Section 7 survive the termination, expiration, cancellation, or suspension of this Agreement and the closure of the Subscriber’s Account, and remain enforceable against the Subscriber indefinitely with respect to conduct occurring during the Subscriber’s active use of the Platform, the Free Trial period (if any), or any wind-down period.
All remedies available to Impetrix under this Section 7 are cumulative and not exclusive of any other remedies available under this Agreement, at law, or in equity. The exercise of any one remedy by Impetrix does not preclude the exercise of any other remedy. Impetrix’s failure to enforce any provision of this Section 7 on any occasion shall not constitute a waiver of Impetrix’s right to enforce that or any other provision on any other occasion, and no course of dealing or course of performance shall be construed as amending or relaxing the prohibitions set forth in this Section 7.
The Subscriber’s representations, warranties, and covenants made in this Section 7 are continuous and material. Any breach of any representation, warranty, or covenant in this Section 7, whether or not knowing or willful, constitutes a material breach of this Agreement justifying immediate termination. The Subscriber’s ignorance of the precise scope of any prohibition, or its good-faith belief that particular conduct was permitted, shall not constitute a defense to enforcement of this Section 7.
The Subscriber's representations, warranties, and covenants in this Section 7 are continuous and material, and any breach constitutes a material breach of this Agreement justifying immediate termination. Each prohibition in this Section 7 is intended to be enforced to the maximum extent permitted by applicable law. If any prohibition is held unenforceable in any jurisdiction or as applied to any circumstance, it shall be reformed or severed in accordance with Section 19.2 while preserving the enforceability of all remaining prohibitions, and any prohibition unenforceable in one jurisdiction shall remain enforceable in all others.
This document contains Sections 8 and 9 of the Impetrix Terms of Service and constitutes a direct continuation of the Agreement between Gin Ventures LLC d/b/a Impetrix and the Subscriber. All defined terms used herein have the meanings ascribed to them in Section 2 of the Agreement unless the context expressly requires otherwise. These sections must be read together with Sections 1 through 7 and all subsequent sections of the Agreement as a single, integrated legal instrument.
This Section 8 governs the role of third-party service providers in the operation of the Platform, the allocation of legal responsibility between Impetrix and such third parties, the Subscriber’s relationship to Subscriber-elected Integrations, the handling of credentials and authentication tokens for Integrations, and the disclaimer of any liability arising from the conduct of Upstream Providers or third-party service providers. This Section 8 must be read together with Section 2 (including the Upstream Provider taxonomy in Section 2.36 and the Confidential Information designation in Section 2.10), Section 4 (which governs telecommunications compliance generally), Section 5 (which governs Inputs transmitted to Upstream Providers), Section 6 (which governs call recording handled by Upstream Providers), and Section 9 (which governs data handling, privacy, and security).
The Platform is, by its nature and design, an integrated cloud-based service that depends upon and is functionally constituted by the products, services, application programming interfaces, infrastructure, and technologies of multiple third-party providers (each, an “Upstream Provider,” and collectively, the “Upstream Providers”). Impetrix does not own, operate, control, or have direct access to the underlying technology stack of any Upstream Provider. The Platform represents Impetrix’s coordinating, orchestrating, and Subscriber-facing layer over an ecosystem of third-party services, the seamless interoperation of which constitutes the Services the Subscriber receives.
The Subscriber expressly acknowledges and agrees that:
(a) The continuous, uninterrupted, and reliable operation of the Platform is dependent upon the continuous, uninterrupted, and reliable operation of each Upstream Provider, none of which Impetrix controls;
(b) The Platform is Impetrix's proprietary software-as-a-service product, comprising Impetrix's own application logic, business rules, dashboards, configuration systems, analytics, and Subscriber-facing functionality, which Impetrix operates as an integrated solution. Like all enterprise cloud software, the Platform relies in part on third-party infrastructure providers for certain underlying compute, connectivity, and processing functions; the capabilities available through the Platform, the technical specifications by which they operate, and the geographic locations at which data is processed may be influenced by the technical architectures and operational policies of such providers. The Subscriber acknowledges that this reliance on third-party infrastructure is a standard and unavoidable characteristic of cloud-based software-as-a-service offerings and does not diminish Impetrix's proprietary rights in, or sole control over, the Platform as defined in Section 2.28 and Section 3.1.
(c) The Platform’s pricing, retention windows, performance characteristics, and capability availability may be affected by changes in the commercial terms imposed by Upstream Providers on Impetrix, and Impetrix may pass through such changes to Subscribers in accordance with Section 10 of this Agreement;
(d) Impetrix selects Upstream Providers based on its independent commercial judgment and is not obligated to disclose, justify, or seek Subscriber consent for its selection, modification, or replacement of any Upstream Provider, subject to the limitations of Section 8.5 of this Agreement; and
(e) This architectural dependence is a fundamental and unavoidable characteristic of cloud-based software-as-a-service offerings, and the Subscriber accepts this characteristic as part of the consideration for this Agreement.
Without limiting the generality of Section 8.1, and as further established in Sections 2.10 and 2.36 of this Agreement, the Platform’s operation depends upon multiple categories of Upstream Providers, each of which provides specific functional capabilities at a high level of architectural abstraction. The categories below are functional designations only and do not describe any particular routing pathway, data flow, technical workflow, or interconnection topology among nodes, all of which constitute Impetrix Confidential Information under Section 2.10. The Platform’s operation depends, without limitation, upon the following categories of Upstream Providers:
• Telephony Partners. The category of third-party providers whose telecommunications networks, public switched telephone network connectivity, telephone number provisioning services, and carrier-level routing capabilities enable the Platform to receive Inbound Calls and to perform call routing and transfer functions described elsewhere in this Agreement.
• AI Model Providers. The category of third-party providers whose large language model, embedding, summarization, structured-extraction, and analogous artificial intelligence inference capabilities power the Platform’s natural language understanding, response generation, Knowledge Base Generation, summarization, and structured data extraction capabilities.
• Voice Infrastructure Partners. The category of third-party providers whose technology underlies the real-time voice processing, speech-to-text transcription, text-to-speech synthesis, call recording infrastructure, and analogous voice-runtime capabilities of the Platform, subject in all respects to the strict thirty (30) calendar day Platform Retention Window described in Section 2.30, Section 4.5, and Section 6.2 of this Agreement.
• Cloud Hosting Providers. The category of third-party providers whose virtualized compute, storage, networking, and analogous hosting infrastructure hosts the Platform’s application code, Subscriber-facing surfaces, and backend processing capabilities.
• Database Infrastructure Partners. The category of third-party providers whose managed database, vector-store, and analogous persistent-storage services host the Platform’s Subscriber data, Account configurations, Knowledge Base content, integration metadata, and analytics records, subject in all respects to the Platform Retention Window where applicable.
• Edge Security Partners. The category of third-party providers whose perimeter security, network protection, and analogous edge-infrastructure capabilities protect the Platform from network-level attacks and support its availability.
• Transactional Messaging Partners. The category of third-party providers whose transactional email and analogous notification delivery infrastructure transmits Account notifications, password resets, billing communications, Email Call Reports, and other system-generated messages to the Subscriber and its Authorized Users.
• Other Upstream Providers. Such other third-party providers as Impetrix may engage from time to time for purposes of analytics, observability, error tracking, customer support tooling, identity verification, fraud detection, content moderation, and other ancillary functions necessary or appropriate for the operation of the Platform.
Separately, and outside the foregoing anonymized categories, Impetrix engages Stripe, Inc. (“Stripe”) as the Platform’s third-party payment processor for the processing of Subscription Fees, Wallet top-ups, Auto-Refill transactions, and other monetary charges payable by the Subscriber, as further described in Section 8.17 of this Agreement. The identity of Stripe is disclosed in accordance with standard payment-industry practice and is not subject to the trade-secret protection described in the immediately following paragraph.
Impetrix deliberately and intentionally does not disclose the specific commercial identities of its core backend infrastructure and Upstream Providers - except for (i) Stripe, Inc. ("Stripe"), Impetrix's payment processor, whose identity is disclosed consistent with standard payment-industry practice and is not subject to the trade-secret protections of this Section, and (ii) the user-authorized third-party Integration providers expressly identified in Section 2.18 (including Google Calendar, HubSpot, Salesforce, GoHighLevel, Shopify, WooCommerce for WordPress, and Meta/Facebook), each of which the Subscriber affirmatively elects and connects through its own independent contractual relationship, the commercial identities, configurations, technical interfaces, performance characteristics, geographic locations, retention practices, and commercial terms of all Upstream Providers constituting the Platform's core back-end infrastructure are confidential, proprietary trade secrets of Impetrix within the meaning of Section 2.10. Impetrix maintains the confidentiality of its core infrastructure and Upstream Provider identities as proprietary trade secrets and reserves the right to engage, substitute, or replace such providers at any time without notice.
8.3 Indirect Acceptance of Upstream Provider Terms and Acceptable Use Policies
By accessing or using the Platform, the Subscriber agrees to comply with the AI, telephony, voice, and content-conduct standards set forth in Section 7 of this Agreement (the "Pass-Through Conduct Standards"), which Impetrix maintains to reflect the categories of conduct that its Upstream Providers and applicable law require Impetrix to prohibit among its users. In addition, and as a material term of this Agreement, the Subscriber shall comply with any conduct requirement, usage restriction, or prohibition that Impetrix reasonably determines is necessary for Impetrix to maintain compliance with, or to avoid suspension, throttling, or termination by, any Upstream Provider, in each case as Impetrix communicates the substance of such requirement to the Subscriber through the Platform, by written notice, or through the published Pass-Through Conduct Standards (collectively with Section 7, the "Conduct Standards"). Impetrix may communicate the substance of an Upstream Provider's requirement without disclosing the identity of the Upstream Provider, and the Subscriber's obligation to comply attaches upon such communication. The Subscriber is not required to independently locate, review, or accept the internal terms of service of any unnamed Upstream Provider; the Subscriber's obligation is to comply with the Conduct Standards as communicated by Impetrix. Where an Upstream Provider's requirements are more restrictive than Section 7 in a manner that affects the Subscriber's permitted use, Impetrix will incorporate the substance of those requirements into the Pass-Through Conduct Standards and communicate them to the Subscriber before they take effect, except where the more restrictive requirement must take immediate effect to comply with applicable law, a binding Upstream Provider directive, or a security emergency, in which case Impetrix will communicate the substance of the requirement to the Subscriber as promptly as practicable thereafter.
The Subscriber expressly acknowledges that:
• Each Upstream Provider operates under independent commercial terms, which terms govern Impetrix’s relationship with that provider but not the Subscriber’s relationship with Impetrix (except as expressly cascaded under this Section 8.3);
• The acceptable use policies of Upstream Providers, particularly those of Voice Infrastructure Partners, Telephony Partners, and AI Model Providers, contain restrictions on user conduct that may be substantively similar to, or more restrictive than, the provisions of this Agreement, including Section 7;
• Violation by the Subscriber of an Upstream Provider’s acceptable use policy may result in the Upstream Provider terminating its services to Impetrix with respect to the Subscriber’s Account, in which case Impetrix may, without liability, suspend or terminate the Subscriber’s use of the affected capability in accordance with Section 3.8 of this Agreement;
• The Subscriber's obligation is to comply with the Conduct Standards as published and communicated by Impetrix (including any Upstream-Provider-derived requirement whose substance Impetrix communicates without naming the provider), and a violation of any such communicated Conduct Standard is a material breach of this Agreement regardless of whether the underlying provider is identified;
• If an Upstream Provider terminates or restricts its services to Impetrix with respect to the Subscriber's Account based on the Subscriber's conduct, Impetrix may suspend or terminate the affected capability in accordance with Section 3.8, and Impetrix will, where permitted, identify to the Subscriber the substantive conduct rule implicated so that the Subscriber may cure or respond.
Impetrix expressly disclaims any and all liability to the Subscriber, to any Authorized User, to any caller, or to any third party arising from or related to:
• Upstream Provider Conduct. Any act, omission, breach, error, defect, downtime, service degradation, configuration choice, technical failure, data handling practice, security incident, or commercial decision of any Upstream Provider, regardless of whether such act or omission affects the operation of the Platform or the Subscriber’s use thereof.
• Upstream Provider Security Failures. Any unauthorized access to, disclosure of, alteration of, loss of, or destruction of Subscriber data, caller data, Inputs, Outputs, Knowledge Base content, or any other information held by an Upstream Provider, except to the limited extent that such incident arises directly from Impetrix’s own gross negligence or willful misconduct in selecting, configuring, or instructing the Upstream Provider.
• Upstream Provider Terminations. Any decision by an Upstream Provider to suspend, terminate, refuse to renew, or impose new restrictions on its services to Impetrix, whether such decision is generally applicable, specific to Impetrix, or specific to the Subscriber’s Account.
• Upstream Provider Pricing Changes. Any change in the pricing, fee structure, billing methodology, or commercial terms imposed by an Upstream Provider on Impetrix, including changes that Impetrix may pass through to Subscribers in accordance with Section 11.5 of this Agreement.
• Upstream Provider Data Practices. Any data collection, data use, data retention, data sharing, or data sale practice of any Upstream Provider that is permitted under that provider’s own terms of service applicable to Impetrix, regardless of whether the Subscriber objects to such practice.
The Subscriber has no privity of contract with, and no direct cause of action against, any Upstream Provider arising from this Agreement or the Subscriber’s use of the Platform. The Subscriber’s relationships with all Upstream Providers are intermediated exclusively by Impetrix. To the extent the Subscriber wishes to assert any claim against an Upstream Provider, the Subscriber must do so under whatever direct legal theory may be available to it (such as a tort claim or third-party beneficiary claim under independent law), without reliance on this Agreement and without assistance, joinder, or support from Impetrix except as required by law. Impetrix shall not be obligated to identify any Upstream Provider in response to any such inquiry, demand, or attempt to assert a claim by the Subscriber.
The Subscriber expressly releases Impetrix from any and all claims arising from the conduct of any Upstream Provider, except claims arising from Impetrix’s own gross negligence or willful misconduct, and waives any right to sue Impetrix for harm primarily caused by an Upstream Provider, irrespective of the legal theory under which such suit might otherwise lie.
Impetrix may engage, modify, substitute, augment, terminate, or replace any Upstream Provider at any time in accordance with Section 4.12, without prior notice to or consent from the Subscriber except where notice is required by applicable law. The conduct-communication obligation in Section 8.3 (under which Impetrix communicates the substance of any new or more restrictive Upstream-Provider conduct requirement before it takes effect) continues to apply to any such change. The Subscriber's exercise of this right relates to Impetrix's selection and substitution of Upstream Providers as commercial vendors, and is distinct from the obligation in Section 8.3 to communicate the substance of any Upstream Provider conduct requirement that is more restrictive than the Pass-Through Conduct Standards before that requirement takes effect. Accordingly, and notwithstanding anything to the contrary in this Section 8.5: (a) Impetrix may engage, modify, substitute, augment, terminate, or replace any Upstream Provider without prior notice to the Subscriber; but (b) where such a change introduces a new or more restrictive conduct requirement applicable to the Subscriber's permitted use, Impetrix will incorporate the substance of that requirement into the Pass-Through Conduct Standards and communicate it to the Subscriber before that requirement takes effect, as provided in Section 8.3, except where the new or more restrictive requirement must take immediate effect to comply with applicable law, a binding Upstream Provider directive, or a security emergency, in which case Impetrix will communicate the substance of the requirement to the Subscriber as promptly as practicable thereafter. The Subscriber’s continued use of the Platform following any such change constitutes acceptance of Impetrix’s decision and constitutes the Subscriber’s consent to the involvement of any successor Upstream Provider in the processing of the Subscriber’s data.
When Impetrix replaces an Upstream Provider, Impetrix will use commercially reasonable efforts to ensure that the successor Upstream Provider performs substantially equivalent functions, that the transition of Subscriber data is conducted in accordance with industry-standard practice, and that material adverse effects on Subscribers are minimized. However, Impetrix does not warrant:
(f) That any successor Upstream Provider will be available in the same geographic locations or with the same data residency characteristics as its predecessor;
(g) That any successor Upstream Provider will offer the same retention windows, feature set, performance characteristics, or compliance posture as its predecessor;
(h) That any data, configuration, or capability that was available under a predecessor Upstream Provider will be portable to or available under the successor; or
(i) That the transition will be free of disruption, downtime, or temporary capability unavailability.
The Subscriber expressly waives any defense, claim, or argument that any specific Upstream Provider was a material consideration in the Subscriber’s decision to subscribe to the Platform, that the Subscriber relied on the identity, capabilities, retention windows, performance characteristics, or any other attribute of any specific Upstream Provider, or that any replacement of an Upstream Provider materially alters the bargain of this Agreement. The Subscriber acknowledges that the vendor-neutral architecture described in Section 1.2 of this Agreement is a fundamental and bargained-for characteristic of the Platform.
If a change in Upstream Provider materially and adversely affects the Subscriber’s use of the Platform in a manner that is not remediated within a commercially reasonable period, the Subscriber’s sole and exclusive remedy is to cancel the Subscription in accordance with Section 12 of this Agreement, subject to the non-refundability of any committed Subscription Fees.
In the event that any Upstream Provider ceases operations, terminates its commercial relationship with Impetrix, experiences a prolonged outage, materially modifies its services in a manner that impairs the Platform, or is otherwise unavailable, Impetrix may, in its sole discretion:
• Engage a replacement Upstream Provider, with the consequences described in Section 8.5;
• Modify the affected capability or capabilities of the Platform to operate in a degraded manner, without the affected upstream capability, or under a different technical architecture;
• Temporarily or permanently suspend the affected capability pending the engagement of a replacement Upstream Provider or pending resolution of the underlying issue;
• Reduce the scope of the Services provided to Subscribers in proportion to the loss of upstream capability, with or without a corresponding adjustment to Subscription Fees; or
• Discontinue the Platform in whole or in part, subject to the procedures and survival provisions of Section 17 of this Agreement.
Impetrix shall not be liable to the Subscriber for any business disruption, lost data, lost revenue, lost opportunity, regulatory compliance failure, missed deadline, customer attrition, reputational harm, or other consequence arising from any Upstream Provider discontinuation, failure, modification, outage, degradation, or replacement, except to the limited extent that such consequence arises directly from Impetrix’s own gross negligence or willful misconduct.
Except for a Subscriber’s right to terminate and receive a pro-rata refund for a prolonged outage specifically as provided in Section 17.5, for the avoidance of doubt: no Upstream Provider failure, discontinuation, outage, degradation, latency event, capacity constraint, replacement, or modification - regardless of duration, frequency, magnitude, foreseeability, or consequence to the Subscriber’s business - shall: (a) entitle the Subscriber to any refund, credit, abatement, offset, or other monetary adjustment of any Fee paid or accruing under this Agreement; (b) constitute a breach of this Agreement by Impetrix; (c) constitute a basis for the Subscriber to revoke, dispute, or chargeback any Fee; or (d) give rise to any tort, contract, statutory, or equitable claim against Impetrix. The Platform is not offered under any service-level agreement guaranteeing specific uptime, availability, latency, throughput, or performance metrics with respect to any Upstream Provider or with respect to the Platform as a whole, and the pricing reflected in Section 10 of this Agreement reflects this allocation of risk.
In addition to Upstream Providers (which are selected by Impetrix and are necessary for the Platform to function), the Platform offers Subscribers the ability to elect, configure, and activate integrations with various third-party software-as-a-service platforms operated by independent third parties (each, an “Integration,” as further defined in Section 2.18). Integrations are distinct from Upstream Providers in that Integrations are: (a) optional, in that the Platform operates fully without any Integration; (b) Subscriber-elected, in that the Subscriber actively chooses whether and which Integrations to connect to its Account; and (c) provided under the Subscriber’s direct, independent contractual relationship with the third-party Integration provider.
Without limiting the foregoing, the Platform may, as of the Effective Date or as added by Impetrix at any time, offer Integrations falling within the following categories:
• Calendar and Scheduling Platforms. Third-party calendar applications, scheduling systems, and appointment management platforms that the Platform can read from, write to, or otherwise interact with on the Subscriber’s behalf to manage appointments arising from caller interactions.
• Customer Relationship Management (CRM) Platforms. Third-party customer relationship management, marketing automation, and sales pipeline management systems to which the Platform can deliver leads, contact records, call summaries, structured Outputs, and other data captured during caller interactions.
• Marketing Automation and Outreach Platforms. Third-party marketing automation, agency operating systems, all-in-one marketing platforms, and outreach orchestration systems with which the Platform may exchange data to power downstream marketing workflows.
• E-Commerce and Storefront Platforms. Third-party hosted e-commerce platforms, plug-in-based e-commerce environments operating on top of content management systems, and similar storefront services to which the Platform may report caller-driven sales events, product inquiries, or order status updates.
• Social Media and Digital Advertising Platforms. Third-party social media, social messaging, and digital advertising platforms to which the Platform may report caller events, conversion data, audience signals, or other information relevant to advertising attribution and audience building.
• Other Integrations. Such other third-party platforms as Impetrix may make available as Integrations from time to time.
Impetrix deliberately does not name specific commercial Integration providers in this Section 8.7 (although specific Integration providers, including Google Calendar, HubSpot, Salesforce, GoHighLevel, Shopify, WooCommerce for WordPress, and Meta/Facebook, are expressly identified in Section 2.18 of this Agreement consistent with standard practice for user-authorized integrations). The Subscriber acknowledges that the set of available Integrations is subject to change without notice, that Impetrix may add or remove Integration support at its sole discretion, and that Impetrix’s use of generic functional designations does not entitle the Subscriber to demand the availability of, or the continued support of, any particular Integration.
By electing to connect any Integration to the Subscriber’s Account, the Subscriber represents, warrants, and covenants to Impetrix that:
(j) The Subscriber holds an active, in-good-standing account with the third-party Integration provider, established under the Subscriber’s own name or under the name of the Organization on whose behalf the Subscriber is operating;
(k) The Subscriber has authority under its agreement with the third-party Integration provider to authorize a third party (specifically, Impetrix acting through the Platform) to access the Subscriber’s account at that Integration provider for the specific purposes contemplated by the Integration;
(l) The Subscriber’s authorization of Impetrix’s access does not violate any term of the Subscriber’s agreement with the Integration provider, any term of service applicable to the third-party platform, or any applicable law;
(m) The Subscriber understands the scope of the access being granted, including without limitation the specific data fields, records, or capabilities that the Platform will be able to access, read, modify, or create within the Subscriber’s Integration account;
(n) The Subscriber accepts full and exclusive legal responsibility for all actions taken by the Platform on the Subscriber’s behalf within the connected Integration account, including all data writes, record creations, deletions, and modifications, regardless of whether such actions were directly initiated by an Authorized User or generated automatically by an AI Agent based on caller interactions; and
(o) The Subscriber shall maintain its independent contractual relationship with the Integration provider in good standing throughout the period the Integration is connected, including by maintaining a current paid subscription where required, by complying with the Integration provider’s terms of service, and by promptly addressing any deficiencies in its Integration account that may impair the Platform’s ability to perform actions on the Subscriber’s behalf.
Integration connections are established through industry-standard authentication and authorization protocols, typically OAuth 2.0 or analogous token-based delegation frameworks, by which the Subscriber authorizes the Platform to access the Subscriber’s Integration account without disclosing the Subscriber’s underlying Integration password to Impetrix. The Subscriber acknowledges and agrees that:
• No Storage of Raw Credentials. Impetrix does not request, receive, or store the Subscriber’s raw Integration password or other raw credentials. The Platform retains only authentication tokens (such as OAuth access tokens, refresh tokens, and bearer tokens) issued by the Integration provider, together with metadata necessary to manage the Integration connection.
• Token Scope Limitations. The scope of access granted to the Platform through any authentication token is defined by the Integration provider’s own access-control framework and by the specific permissions the Subscriber selects during the Integration authorization flow. Impetrix does not control the granularity of scope offered by any Integration provider and bears no responsibility for the access scope chosen by the Subscriber.
• Token Storage Security. Impetrix stores authentication tokens in encrypted form on infrastructure operated by one or more Database Infrastructure Partners, subject to the security measures described in Section 9 of this Agreement. Impetrix does not warrant that authentication tokens are immune from compromise and bears liability for token compromise only to the extent provided by Section 14 of this Agreement.
• Subscriber’s Right to Revoke. The Subscriber may revoke any authorization granted to the Platform at any time, either through the Platform or through the Subscriber’s account at the Integration provider. Revocation immediately terminates the Platform’s ability to access the Subscriber’s Integration account, with the consequences described in Section 8.14 of this Agreement.
• Token Refresh and Expiration. Authentication tokens issued by Integration providers may expire, be revoked by the Integration provider, or otherwise become invalid for reasons outside Impetrix’s control. In such cases, the Platform may be temporarily or permanently unable to perform actions in the Subscriber’s Integration account, and the Subscriber may be required to re-authorize the Integration through the Platform.
When the Subscriber connects a Calendar and Scheduling Platform Integration and configures an AI Agent to book, modify, confirm, or cancel appointments on the Subscriber’s behalf during caller interactions, the Subscriber expressly authorizes Impetrix to perform the following actions in the Subscriber’s connected calendar account, subject to the scope of access granted by the Subscriber’s authorization:
• Reading existing calendar events, availability windows, and free/busy data to determine appointment availability;
• Creating new calendar events corresponding to appointments scheduled during caller interactions, populated with caller-provided data such as name, contact information, appointment purpose, and any notes;
• Modifying existing calendar events to reschedule, update, or annotate appointments;
• Sending calendar event invitations, notifications, and reminders to callers and to the Subscriber’s designated calendar participants;
• Reading calendar event details necessary to confirm appointment information during subsequent caller interactions; and
• Such other calendar-related actions as may be enabled by capabilities available under the Subscriber’s Subscription Plan.
The Subscriber expressly acknowledges and accepts that:
(p) Impetrix does not warrant the accuracy, suitability, or correctness of any appointment scheduled, modified, or canceled by an AI Agent on the Subscriber’s behalf, and bears no liability for scheduling errors, including without limitation: double-bookings, scheduling conflicts, appointments scheduled outside the Subscriber’s actual availability, appointments with incorrect dates, times, durations, locations, or participants, missed appointments, or any other calendar-related error;
(q) Impetrix does not warrant that the AI Agent will accurately capture caller appointment preferences, accurately interpret caller statements about availability, or accurately translate caller statements into correct calendar event data;
(r) The Subscriber bears sole responsibility for reviewing all calendar events created by AI Agents and for making any necessary corrections;
(s) Impetrix bears no liability for any business loss, customer dissatisfaction, missed revenue opportunity, reputational harm, or other consequence arising from any scheduling error, including any cascade of harm arising from a chain of erroneous appointments; and
(t) The Subscriber shall not represent or imply to any caller that Impetrix guarantees the accuracy of any appointment scheduled through the Platform.
When the Subscriber connects a Customer Relationship Management Platform, Marketing Automation Platform, Outreach Platform, or analogous Integration and configures the Platform to deliver caller-derived data to such Integration, the Subscriber expressly authorizes Impetrix to perform the following actions in the Subscriber’s connected account, subject to the scope of access granted:
• Creating new contact, lead, account, opportunity, or other records corresponding to callers or caller-related entities;
• Updating existing records with data captured during caller interactions, including contact information, structured Output data, call summaries, sentiment indicators, and lead scoring fields;
• Logging call activity records in the Subscriber’s CRM or outreach system, including timestamp, duration, recording links (where supported), and call disposition;
• Triggering or enqueueing workflows, sequences, or automations within the CRM or outreach platform based on caller-driven triggers; and
• Such other CRM-related actions as may be enabled by capabilities available under the Subscriber’s Subscription Plan.
The Subscriber assumes sole and exclusive responsibility for:
(u) The accuracy, completeness, and appropriateness of all data delivered by the Platform to any connected CRM, marketing automation, or outreach platform;
(v) The downstream use of caller-derived data within the Subscriber’s connected systems, including any marketing, sales follow-up, advertising attribution, or analytical use, and the compliance of all such downstream use with applicable privacy law, telemarketing law, and any consent obtained from the caller;
(w) Any data quality issues, duplicate record creation, incorrect lead routing, false attribution, or other CRM data hygiene problems arising from the Platform’s delivery of caller-derived data; and
(x) The treatment of any data delivered to a third-party CRM or outreach platform as Subscriber Data under the Subscriber’s direct contractual relationship with that platform, with all attendant privacy and security obligations owed by the Subscriber to its callers.
When the Subscriber connects an E-Commerce Platform Integration and configures the Platform to interact with the Subscriber’s connected storefront, the Subscriber acknowledges that the scope of permissible Platform actions within the storefront environment is determined by the Integration’s technical capabilities and by the access scope authorized by the Subscriber. The Platform shall not be used to process payment card transactions through any E-Commerce Integration; the Subscriber’s acceptance of payment card information through any Platform capability is expressly prohibited under Section 7.3 of this Agreement, and any payment processing in connection with E-Commerce Integrations must be handled exclusively through the E-Commerce Integration’s own payment processing infrastructure outside the Platform.
The Subscriber bears sole responsibility for: (a) the accuracy of any product, inventory, or order data exchanged between the Platform and the connected E-Commerce Platform; (b) the lawfulness of any commercial transaction or order action initiated through the Platform; (c) the fulfillment, shipping, return, refund, and customer service obligations arising from any order; and (d) any consumer protection compliance obligations associated with the Subscriber’s e-commerce activities.
When the Subscriber connects a Social Media and Digital Advertising Platform Integration, the Subscriber expressly acknowledges that such Integrations may involve the transmission of caller-derived data, conversion events, audience signals, or other information to third-party advertising platforms that operate under their own data use, retention, and sharing practices. The Subscriber bears sole responsibility for:
• Obtaining all consents required under applicable privacy law (including state privacy statutes such as the California Consumer Privacy Act and the Florida Digital Bill of Rights, and Canadian privacy law) before transmitting caller-derived data to any digital advertising platform for purposes of targeting, attribution, audience building, or measurement;
• Complying with all applicable consumer rights laws governing opt-out, deletion, correction, and non-discrimination with respect to caller-derived data shared with advertising platforms;
• Complying with the data use, attribution, and audience policies of each advertising platform, including any platform-specific prohibitions on the transmission of certain data categories;
• Honoring any opt-out signals (including Global Privacy Control signals, opt-out preference signals, and platform-level opt-outs) transmitted by callers or applicable to caller-derived data; and
• Any liability arising from third-party advertising platforms’ use, retention, sharing, sale, or onward transmission of caller-derived data, none of which Impetrix controls.
If at any time during the Subscription Term an Integration becomes unavailable, inoperative, or partially functional due to any of the following circumstances, the consequences described below shall apply:
• The Subscriber revokes the Platform’s authorization at the Integration provider, in which case all Platform-side functionality dependent on that Integration ceases immediately and the Subscriber may be required to manually replicate any Platform-driven actions that would otherwise have flowed through the Integration;
• The Integration provider modifies or deprecates its application programming interface in a manner that breaks compatibility with the Platform’s implementation, in which case Impetrix may, in its sole discretion, update its implementation, suspend the Integration pending resolution, or permanently discontinue Integration support;
• The Subscriber’s account with the Integration provider is suspended, terminated, downgraded, or otherwise placed in a state that limits its capabilities, in which case Platform-side actions through that Integration may fail, partially complete, or produce errors; or
• Impetrix elects to discontinue support for the Integration in its entirety in accordance with Section 8.15 of this Agreement.
Impetrix bears no liability for any business disruption, lost data, missed appointment, lost lead, incomplete CRM record, failed transaction, advertising attribution gap, or other consequence arising from any Integration becoming unavailable, inoperative, or partially functional. The Subscriber’s sole remedy is to reconnect or replace the affected Integration where possible, or to operate the Platform without the affected Integration.
Impetrix reserves the unilateral right, at any time, in its sole discretion, and without prior notice (except where notice is required by applicable law), to: (a) add new Integrations to the Platform; (b) modify the technical implementation, capability scope, or data exchange characteristics of any existing Integration; (c) suspend or temporarily disable any Integration; or (d) permanently discontinue support for any Integration. The Subscriber acknowledges that the availability of any specific Integration is not a guaranteed Platform capability and is subject to change.
Where commercially reasonable, Impetrix will use commercially reasonable efforts to provide Subscribers with at least thirty (30) days’ advance notice of the discontinuation of an Integration that is in active use, but Impetrix may, without such notice, discontinue any Integration that: (i) is required to be discontinued by an Integration provider’s decision, terms, or API change; (ii) poses a security, legal, or commercial risk to Impetrix; or (iii) is rendered impractical to support by changes outside Impetrix’s control.
Impetrix’s provision of any Integration capability, support, or feature does not constitute, and shall not be construed as: (a) an endorsement, recommendation, or sponsorship of any third-party Integration provider, product, or service; (b) a warranty by Impetrix regarding the security, reliability, performance, accuracy, completeness, or fitness for purpose of any third-party Integration provider, product, or service; (c) a representation by Impetrix regarding any third-party Integration provider’s compliance with any applicable law or industry standard; or (d) any assumption by Impetrix of responsibility for the acts or omissions of any third-party Integration provider.
The Subscriber’s decision to use any specific Integration is the Subscriber’s independent commercial and technical decision. The Subscriber is encouraged to conduct its own diligence regarding the suitability of any Integration for the Subscriber’s use case, including independent review of the Integration provider’s terms of service, privacy policy, data processing terms, security posture, and regulatory compliance representations.
All payment processing in connection with Subscription Fees, Wallet top-ups, Auto-Refill transactions, and any other monetary charges owed by the Subscriber under this Agreement is performed through Stripe, Inc. (“Stripe”), the Platform’s third-party payment processor, which operates under its own commercial and regulatory framework as a regulated payment processor. The Subscriber expressly acknowledges that:
(y) Impetrix does not itself process payment card transactions, hold a payment card processing license, or operate as a regulated payment institution. Impetrix’s role is limited to instructing Stripe to initiate charges against the Subscriber’s designated payment method;
(z) The Subscriber’s use of the Platform’s payment functions constitutes the Subscriber’s acceptance of, and direct contractual relationship with, Stripe for purposes of the payment transactions in question, subject to Stripe’s own terms of service, privacy policy, and applicable card-network rules;
(aa) Impetrix does not store, and the Platform is not designed to handle, raw payment card data, including primary account numbers (PAN), card verification values, magnetic stripe track data, or any other sensitive authentication data regulated under the Payment Card Industry Data Security Standard (PCI DSS). All raw card data is transmitted directly from the Subscriber’s browser or device to Stripe through industry-standard payment tokenization mechanisms;
(bb) The Platform retains only payment metadata returned to it by Stripe, which is limited to: (i) tokenized references to the Subscriber’s stored payment methods; (ii) the card brand or wallet type (e.g., Visa, Mastercard, American Express, Discover, or applicable digital wallet); (iii) the last four digits of the primary account number; (iv) the card’s expiration month and year; (v) the cardholder’s billing address as required for fraud screening; (vi) transaction identifiers, status, and timestamps; and (vii) such other non-sensitive payment metadata as Stripe returns to the Platform;
(cc) By providing a payment method through the Platform, the Subscriber expressly authorizes Impetrix to instruct Stripe to charge that payment method for Fees in accordance with Sections 10, 11, and 12 of this Agreement; and
(dd) Impetrix bears no liability for any act or omission of Stripe, including without limitation any failed transaction, declined charge, fraudulent transaction, chargeback dispute, fee assessment, or payment-related security incident, except to the extent Impetrix’s own gross negligence or willful misconduct directly contributed thereto.
Account notifications, password reset messages, billing communications, Email Call Reports, alerts, and other system-generated emails sent by the Platform to the Subscriber or its Authorized Users are transmitted through one or more Transactional Messaging Partners engaged by Impetrix. The Subscriber acknowledges that:
• Email is, by nature, an unencrypted transmission medium subject to interception, misdelivery, spam filtering, and delayed delivery, and Impetrix does not warrant the security, timeliness, or successful delivery of any email message;
• Impetrix bears no liability for any failure of any Transactional Messaging Partner, any blocking of email by the Subscriber’s email service provider, or any other email-delivery failure;
• The Subscriber is responsible for ensuring that the email address registered to its Account is current, monitored, and capable of receiving emails from Impetrix; failure to receive Platform notifications due to outdated, inactive, or restrictively configured email addresses shall not relieve the Subscriber of any obligation under this Agreement; and
• Each Transactional Messaging Partner may retain transmission metadata (including sender, recipient, subject line, and delivery status) in accordance with its own retention policies, over which Impetrix does not exercise direct operational control.
Without limiting any other indemnification obligation under this Agreement, including without limitation Section 15, the Subscriber shall defend, indemnify, and hold harmless Impetrix and all Impetrix Indemnitees (as that term will be defined in Section 15) from and against any and all claims, demands, actions, proceedings, regulatory inquiries, losses, damages, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and costs of investigation) arising out of or in any way related to:
• Any claim by any Upstream Provider, Integration provider, Stripe, or other third-party service provider that the Subscriber’s use of the Platform violated such provider’s terms of service, acceptable use policy, or applicable law;
• Any claim arising from the Subscriber’s authorization of the Platform to access any third-party Integration account, including any claim that such authorization exceeded the scope of the Subscriber’s rights at the Integration provider;
• Any claim arising from data delivered by the Platform to any connected Integration, including claims arising from data quality issues, downstream use of caller-derived data, or privacy violations occurring at the Integration provider;
• Any claim arising from the Subscriber’s failure to maintain its independent account in good standing with any Integration provider; and
• Any claim arising from the Subscriber’s independent use of any third-party service obtained through, in connection with, or as a result of access to the Platform.
This Section 9 governs the architecture by which the Platform processes, transmits, stores, retains, and protects data in connection with the Services. This Section 9 must be read together with Section 2 (including the Platform Retention Window in Section 2.30 and the Upstream Provider taxonomy in Section 2.36), Section 5 (which governs Inputs and Knowledge Base content), Section 6 (which governs call recording, transcripts, and call-derived data), Section 7 (which establishes the categorical prohibition on Protected Health Information and other regulated data categories), and Section 8 (which governs Upstream Provider and Integration data flows). In the event of any apparent inconsistency among these sections, all provisions shall be construed to be cumulative and shall be read to maximize the data-handling, privacy, and compliance obligations of the Subscriber and the protection afforded to Impetrix.
This Section 9 sets forth the categories of data processed by the Platform, the legal roles of Impetrix and the Subscriber with respect to such data, the retention windows applicable to each category, the security posture maintained by Impetrix at a high level of abstraction, and the Subscriber’s independent obligations regarding privacy compliance and data security. For purposes of this Section 9 and elsewhere in this Agreement, the following terms have the meanings stated:
• “Subscriber Data” means all data submitted to or generated within the Platform in connection with the Subscriber’s Account, including Inputs, Outputs, Knowledge Base content, AI Agent configurations, call data (including audio recordings, transcripts, summaries, and structured Outputs, all subject to the strict thirty (30) calendar day Platform Retention Window described in Section 2.30, Section 4.5, and Section 6 of this Agreement), call metadata, Authorized User profile data, and Account configuration data.
• “Caller Personal Information” means Personal Information (as defined in Section 2.26 of this Agreement) of any individual who places an Inbound Call to an AI Agent operated by the Subscriber, including without limitation the caller’s name, telephone number, voice recording, voice print, statements made during the call, contact information disclosed during the call, and any other identifiable information about the caller captured through the call interaction.
• “Account Data” means data identifying the Account Owner and Authorized Users of the Subscriber’s Account, including names, email addresses, business names, billing addresses, payment metadata, Account configuration history, login activity, and similar administrative data.
• “Usage Data” has the meaning set forth in Section 2.36 of this Agreement: aggregate, de-identified, and anonymized data derived from Subscribers’ use of the Platform.
As described in Section 2.25 of this Agreement, Impetrix operates the Platform under a Pass-Through Processor architecture with respect to call content and caller-related data. Under this architecture:
(ee) Impetrix does not independently maintain authoritative long-term storage of raw call audio; raw audio resides on the systems of one or more Voice Infrastructure Partners, subject to the strict thirty (30) calendar day Platform Retention Window described in Section 2.30, Section 4.5, and Section 6 of this Agreement;
(ff) Impetrix transmits Inputs (including Knowledge Base content, configuration parameters, and runtime caller audio) to Upstream Providers for processing, retrieves the resulting Outputs, and makes those Outputs available to the Subscriber through the Platform, rather than independently operating the underlying AI models or voice processing infrastructure;
(gg) Impetrix maintains authoritative storage only of: (i) data necessary to operate the Subscriber’s Account (Account Data, Subscription configuration, Wallet balances, integration tokens); (ii) call metadata and call-derived Outputs returned by Upstream Providers (transcripts, summaries, structured Outputs, call logs), in all cases subject to the Platform Retention Window where applicable; (iii) Knowledge Base content and AI Agent configurations submitted by the Subscriber; and (iv) compliance, security, and audit records;
(hh) Impetrix designs its data footprint to be minimized in volume and duration, consistent with the operational requirements of the Platform and the legal retention requirements applicable to Impetrix as a service provider; and
(ii) The Pass-Through Processor characterization is descriptive of Impetrix’s technical architecture but does not constitute a legal representation that Impetrix is a “processor” under any specific statutory framework (such as a U.S. state privacy law) absent a separate written data processing agreement to that effect, except to the limited extent provided in Section 9.5 below.
Without limiting the foregoing, the Platform processes data falling within the following functional categories, each of which is subject to specific retention, access, and security treatment as described elsewhere in this Section 9 and in other sections of this Agreement:
• Account and Identity Data. Primary account email address (immutable per Section 3.4), Account Owner name, business name and address, Authorized User profile data, login credentials (stored only as cryptographic hashes), authentication session tokens, and similar administrative data.
• Billing and Payment Data. Tokenized payment method metadata (as described in Section 8.17), invoice records, transaction histories, Wallet balance histories, Auto-Refill configurations, Subscription Plan selection history, and proration and credit records.
• Knowledge Base and Configuration Data. Subscriber-submitted Knowledge Base Inputs, crawled website content, manually entered prompt configurations, AI Agent behavioral parameters, voice configuration choices, integration connections, and other configuration data.
• Call Metadata. Inbound Call timestamps, call duration, call disposition, phone number assignments, transfer events, queue events, and other operational call metadata made available through the Platform, subject to the Platform Retention Window where applicable.
• Call Content Outputs. Transcripts, automated call summaries, structured Outputs, sentiment indicators, and other Outputs derived from call audio, as described in Section 6.3, all of which are subject to the strict thirty (30) calendar day Platform Retention Window described in Section 2.30, Section 4.5, and Section 6.5.
• Voice Data. Raw audio recordings, audio data, audio streams, and compressed audio files of Inbound Calls, residing on infrastructure operated by one or more Voice Infrastructure Partners and subject to the strict thirty (30) calendar day Platform Retention Window described in Section 2.30, Section 4.5, and Section 6.2.
• Caller Personal Information. Personal Information of callers captured during call interactions, whether captured as part of structured Outputs, in transcripts, in audio, or as caller-supplied data fields, in each case subject to the Platform Retention Window where applicable.
• Integration Token Data. Authentication tokens and metadata associated with the Subscriber’s connected Integrations, as described in Section 8.9.
• Compliance and Audit Data. Digital Receipts, AUP enforcement logs, suspension and termination records, complaint logs, regulatory correspondence, and security event logs.
• Usage Data. Aggregate, de-identified analytics about Platform capability utilization, performance metrics, error rates, and similar operational telemetry.
As between Impetrix and the Subscriber:
(jj) Subscriber Data, Account Data, Knowledge Base content, and call-derived Outputs are owned by the Subscriber, subject to the license rights granted to Impetrix in Sections 5.4, 6, and 13 of this Agreement and subject to any restrictions imposed by Upstream Provider terms;
(kk) Usage Data is wholly owned by Impetrix, as set forth in Section 2.36, and may be used by Impetrix without restriction, subject only to the requirement that Usage Data remain in a form that does not identify the Subscriber, any Account Owner, any Authorized User, or any individual caller;
(ll) Caller Personal Information is the subject of legal obligations owed primarily by the Subscriber to its callers, as further described in Section 9.5 of this Agreement;
(mm) The Platform’s underlying technology, software, AI models, prompt architectures, application code, design, and all intellectual property therein are owned by Impetrix and its licensors, as established in Section 3.1 and as further addressed in Section 13 of this Agreement; and
(nn) Any data, derivative work, or analytical product created by Impetrix through the operation of the Platform (including aggregate statistics, machine-learning improvements to Impetrix’s own products, and Platform-level operational benchmarks) is owned by Impetrix, provided such data does not identify the Subscriber, any Account Owner, any Authorized User, or any individual caller.
The Subscriber is the data controller, data fiduciary, business, or analogous responsible party (each, a “Controller”) for all Caller Personal Information processed in connection with the Subscriber’s AI Agents, under all applicable privacy and data protection laws, including without limitation:
• The Florida Digital Bill of Rights (Fla. Stat. §§ 501.701 et seq.), to the extent applicable;
• The California Consumer Privacy Act, as amended by the California Privacy Rights Act, and its implementing regulations;
• The Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, the Texas Data Privacy and Security Act, the Oregon Consumer Privacy Act, and any other comprehensive U.S. state privacy law in effect as of the Effective Date or enacted thereafter;
• The Washington My Health My Data Act, to the extent applicable;
• Sector-specific federal privacy statutes that may apply to the Subscriber’s industry; and
• Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), Quebec’s Act respecting the protection of personal information in the private sector (as amended by Law 25), Alberta’s Personal Information Protection Act, British Columbia’s Personal Information Protection Act, and any other applicable Canadian federal or provincial privacy statute.
Impetrix acts as a service provider, processor, or analogous role to the Subscriber's Controller role with respect to Caller Personal Information. The Subscriber and Impetrix agree that the data-processing terms set forth in this Section 9 are incorporated into and form a binding part of this Agreement as of the Effective Date, and constitute the parties' service-provider/processor agreement with respect to Caller Personal Information unless and until superseded by a separately executed Data Processing Agreement under Section 9.19. Accordingly, and as a binding and self-executing term of this Agreement: (a) Impetrix processes Caller Personal Information solely for the limited and specified purpose of providing the Services to the Subscriber and the business purposes described in this Agreement; (b) Impetrix does not sell or share Caller Personal Information, and does not retain, use, or disclose Caller Personal Information for any purpose other than the specified purposes, including outside the direct business relationship between the parties, except as permitted by applicable law; (c) Impetrix's transmission of Caller Personal Information to Upstream Providers is solely for the purpose of operating the Platform on the Subscriber's behalf, and Impetrix engages each such Upstream Provider as a sub-processor under written terms that Impetrix reasonably determines impose data-protection obligations consistent with Impetrix's obligations under this Section 9.5; provided, however, that Impetrix does not operate the underlying systems of any Upstream Provider and makes no representation or warranty as to any Upstream Provider's independent data-handling, retention, or security practices beyond the terms to which such Upstream Provider has contractually committed in its agreement with Impetrix;; (d) Impetrix will notify the Subscriber if it determines it can no longer meet its obligations under applicable privacy law; and (e) the Subscriber retains the right, to the extent and only to the extent required by applicable privacy law, to take reasonable and appropriate steps to confirm that Impetrix's processing of Caller Personal Information is consistent with the Subscriber's obligations under such law. The Subscriber expressly acknowledges and agrees that this verification right is satisfied in full by Impetrix's provision, upon the Subscriber's reasonable written request and no more than once per twelve (12) month period, of: (i) a written summary description of Impetrix's relevant technical and organizational data-protection measures at the level of abstraction set forth in Section 9.13; and (ii) where Impetrix possesses them, copies or summaries of any third-party audit reports, security certifications, attestations, or analogous compliance artifacts that Impetrix's Upstream Providers make available to Impetrix and that Impetrix is contractually permitted to share. This verification right does NOT entitle the Subscriber to conduct, demand, or require any on-site inspection, penetration test, network scan, configuration review, code review, or other direct audit of the Platform, of Impetrix's infrastructure, or of any Upstream Provider system, and does NOT entitle the Subscriber to discover, demand disclosure of, fingerprint, or impose conditions upon the identity, configuration, or commercial terms of any Upstream Provider, all of which remain Impetrix Confidential Information under Section 2.10 and are governed by the trade-secret protections of Section 8.2 and the audit limitations of Section 9.13. Impetrix does not own, operate, or control the underlying infrastructure of its Upstream Providers and cannot grant, and does not grant, any audit right exceeding the rights Impetrix itself holds against such providers. These terms apply by default and do not require a separate signature to be effective.
As the Controller of Caller Personal Information, the Subscriber is solely and exclusively responsible for:
(oo) Providing all required privacy notices to callers, whether at the commencement of a call (through the Legal Disclosure Capability or otherwise), through the Subscriber’s independent website privacy policy, or by any other means required by applicable law;
(pp) Establishing a lawful basis for the collection, processing, use, and retention of Caller Personal Information under each applicable privacy statute, including without limitation obtaining required consents, identifying applicable contractual or legitimate-interest bases, and documenting such bases sufficient to demonstrate compliance;
(qq) Honoring all rights conferred upon callers under applicable privacy law, including without limitation rights of access, correction, deletion, portability, opt-out of sale or sharing, opt-out of targeted advertising, opt-out of profiling, and non-discrimination, regardless of whether the requests are received by the Subscriber directly or are forwarded by Impetrix;
(rr) Maintaining a publicly available, up-to-date privacy policy that accurately describes the Subscriber’s data collection and processing practices, including its use of the Platform to handle caller interactions, in compliance with all applicable privacy statutes;
(ss) Complying with any data minimization, purpose limitation, retention limitation, and security-of-processing requirements applicable under privacy law;
(tt) Conducting any privacy impact assessments, data protection impact assessments, algorithmic impact assessments, or analogous documentation exercises required by applicable law in connection with the Subscriber’s use of AI Agents to interact with callers;
(uu) Maintaining records of processing activities sufficient to demonstrate accountability under applicable privacy law; and
(vv) Promptly responding to any inquiries, investigations, or enforcement actions by privacy regulators (including without limitation state Attorneys General, the Federal Trade Commission, the Office of the Privacy Commissioner of Canada, and provincial privacy commissioners) arising from the Subscriber’s use of the Platform.
The categorical prohibitions on Protected Health Information, Payment Card Industry data, and other federally and state-regulated data categories set forth in Sections 7.2, 7.3, and 7.4 of this Agreement apply with full force to data processed under this Section 9. The Subscriber’s submission to the Platform of any data within any of those prohibited categories is a material breach of this Agreement, regardless of the data category at issue under privacy law, and is subject to the immediate, automatic, and uncapped liability allocation described in Section 7.2(c).
Impetrix does not, has not, and will not sell, share for cross-context behavioral advertising, rent, lease, or otherwise commercially exploit Subscriber Data or Caller Personal Information for any purpose other than the operation of the Platform and the provision of Services under this Agreement, including, without limitation:
• Impetrix does not sell Subscriber Data or Caller Personal Information within the meaning of any U.S. state privacy law (including without limitation as “sale” is defined under the California Consumer Privacy Act and the Florida Digital Bill of Rights);
• Impetrix does not share Subscriber Data or Caller Personal Information for cross-context behavioral advertising within the meaning of the California Privacy Rights Act;
• Impetrix does not disclose Subscriber Data or Caller Personal Information to any third party for the third party’s independent commercial purposes, except as expressly contemplated by this Agreement (such as transmission to Upstream Providers for the operation of the Platform, transmission to the Subscriber’s connected Integrations as authorized by the Subscriber, and disclosures required by law); and
• Impetrix does not engage in any practice that would require it to provide opt-out rights under any state privacy law, except as may be required by the specific statutory framework applicable to a particular interaction with Upstream Providers.
The foregoing representation applies to Impetrix’s own conduct and does not constitute a representation about the conduct of Upstream Providers, each of which operates under its own data use practices subject to its own terms of service. The Subscriber is responsible for evaluating any onward sale or sharing of data by Upstream Providers as part of the Subscriber’s own privacy compliance assessment.
The Platform is operated from the United States and is hosted on infrastructure provided by Upstream Providers whose data centers may be located in the United States, Canada, or other jurisdictions, depending on the specific Upstream Provider and the configuration of its services. The Subscriber expressly acknowledges and consents to:
• The transmission, storage, and processing of Subscriber Data, Caller Personal Information, and other Account Data on infrastructure located in the United States;
• The processing of such data by Upstream Providers headquartered or operating in the United States, which may apply U.S. legal frameworks to that data, including the lawful access provisions of U.S. federal and state law;
• The transfer of such data to any other jurisdiction in which an Upstream Provider operates infrastructure necessary for the operation of the Platform, subject to Impetrix’s reasonable efforts to ensure such transfers occur to jurisdictions with adequate data protection safeguards;
• The fact that data transferred to the United States may be subject to access by U.S. governmental authorities under legal process, including the Stored Communications Act, the USA PATRIOT Act, the Foreign Intelligence Surveillance Act, the CLOUD Act, and other applicable U.S. legal frameworks; and
• The fact that Impetrix does not warrant the equivalence of U.S. data protection law to the data protection law of any other jurisdiction, including Canada or the European Union.
Subscribers located in Canada, or whose AI Agents will process Caller Personal Information of individuals located in Canada, expressly acknowledge that:
(ww) The cross-border transfer of Personal Information from Canada to the United States is permissible under PIPEDA provided that the transferring organization has used contractual or other means to ensure a comparable level of protection while the information is being processed by a third party, and the Subscriber is the organization responsible for satisfying that requirement under PIPEDA;
(xx) Impetrix will use commercially reasonable efforts to safeguard Personal Information transferred to and processed in the United States in accordance with the security posture described in Section 9.13 of this Agreement, but the Subscriber bears primary responsibility for the PIPEDA “comparable protection” obligation through the Subscriber’s acceptance of this Agreement and the protective provisions herein;
(yy) The Subscriber shall provide all required notices to Canadian callers regarding the cross-border transfer of their Personal Information, as required by PIPEDA and applicable provincial privacy law (including the heightened transparency obligations under Quebec’s Law 25);
(zz) Subscribers in Quebec must independently comply with Law 25’s requirements regarding cross-border transfer impact assessments and any related notification or consent obligations; and
(aaa) Impetrix is not currently certified under any international data protection framework specific to Canadian data and does not represent that the Platform satisfies any province-specific data residency requirement.
Notwithstanding any provision of this Section 9.9 or elsewhere in this Agreement, the Platform is not made available to Subscribers, end-users, or callers located in the European Union, the European Economic Area, the United Kingdom, or Switzerland, as expressly stated in Section 1.3 of this Agreement. The Subscriber shall not deploy any AI Agent to process Personal Information of individuals located in any such jurisdiction, and the data-handling and cross-border transfer provisions of this Agreement do not contemplate or accommodate such processing.
During the Subscriber’s active Subscription Term and continuous use of the Platform, Subscriber Data and Account Data are retained on Platform infrastructure to support the operation of the Services, subject in all events to the following framework:
• Voice Data and Call-Derived Data Products. All Voice Data, call recordings, transcripts, summaries, structured Outputs, call metadata, and other call-derived data products are governed exclusively by the strict thirty (30) calendar day Platform Retention Window described in Section 2.30, Section 4.5, Section 6.2, and Section 6.5 of this Agreement, irrespective of: (i) the Subscriber’s then-current Subscription Plan; (ii) the active or inactive status of the Subscriber’s Account; (iii) the technical retention capabilities of any Upstream Provider; or (iv) any other provision of this Section 9. Such call-derived data products may be irretrievably purged earlier than thirty (30) days in Impetrix’s sole discretion, without notice or liability.
• Knowledge Base Content. Knowledge Base content submitted by the Subscriber is retained for the duration of the active Subscription Term, subject to Subscriber-initiated deletion through the Platform and subject to the post-termination wind-down framework described in Section 9.11.
• Authentication Tokens and Integration Metadata. Authentication tokens and Integration metadata are retained for the duration of the Integration connection, plus a reasonable post-disconnection period necessary to permit reconnection or restoration.
• Account Configuration. Account configuration history (including AI Agent configurations, voice configuration choices, integration connection records, and analogous administrative records) is retained for the duration of the Account, including reasonable historical versions sufficient to support audit, debugging, and compliance purposes, subject to the post-termination wind-down framework described in Section 9.11.
• Account and Identity Data. Account and Identity Data, Billing and Payment Data, and Compliance and Audit Data are retained as described in this Section 9 and as further addressed in the system-level retention exceptions of Section 9.12.
Following the termination, cancellation, suspension, or Subscriber-initiated deletion of an Account in accordance with Section 3.7, Section 12, or Section 17 of this Agreement, the Platform applies a wind-down period of up to sixty (60) calendar days (the “Post-Termination Wind-Down”) during which the following framework applies. The Post-Termination Wind-Down applies only to non-call-derived Account-level operational data; all Voice Data, call recordings, transcripts, summaries, structured Outputs, call metadata, and other call-derived data products are governed exclusively by, and are subject only to, the strict thirty (30) calendar day Platform Retention Window described in Section 2.30, Section 4.5, and Section 6 of this Agreement, and are not subject to the Post-Termination Wind-Down framework set forth in this Section 9.11.
(bbb) The terminated Account’s non-call-derived operational data is removed from active Subscriber-facing surfaces and from active Platform processing pipelines;
(ccc) AI Agents associated with the Account are deactivated and rendered non-operational;
(ddd) Knowledge Base content, AI Agent configurations, integration tokens, and other non-call-derived Account-level operational data are queued for purge from active production systems within the Post-Termination Wind-Down period or earlier in Impetrix’s sole discretion;
(eee) Backup snapshots and log archives may continue to contain artifacts of the Account’s data through the ordinary backup-cycle rotation period, after which such artifacts are purged in the ordinary course;
(fff) The Subscriber may, during this window, in some circumstances and at Impetrix’s sole discretion, request and obtain a restoration of the Account or an export of non-call-derived Account data, subject to Impetrix’s applicable charges for such restoration or export services and subject to the fact that all call-derived data products will have been purged in accordance with the Platform Retention Window regardless of any restoration; and
(ggg) Impetrix may, at its sole discretion and without notice or liability, shorten the Post-Termination Wind-Down period or accelerate the purge of any specific data category, including in connection with security incidents, regulatory directives, abuse, suspected fraud, or any other operational consideration.
Following expiration of the Post-Termination Wind-Down, Impetrix shall purge the affected non-call-derived operational data from its active production systems and shall use commercially reasonable efforts to ensure that purge propagates to Upstream Provider systems, subject to each Upstream Provider’s applicable purge practices and to the system-level retention exceptions described in Section 9.12.
Notwithstanding Sections 9.10 and 9.11 and notwithstanding any Subscriber-initiated deletion request, Impetrix retains, on a secured system-level archive and indefinitely (or for such period as may be required by applicable law, whichever is longer), the following categories of data, which are reasonably necessary to protect Impetrix’s legitimate interests in legal compliance, dispute resolution, anti-fraud enforcement, regulatory audit, and the defense of Impetrix’s legal rights:
• The Account’s primary email address and the Account’s creation, modification, and termination timestamps;
• Billing records, invoices, payment metadata, transaction records, Wallet activity histories, and refund and chargeback records;
• Records of Subscription Plan selection, commitment tier election, and Subscription Term duration;
• Digital Receipts generated by the Legal Disclosure Capability capability;
• AUP enforcement logs, suspension and termination records, complaint logs, and records of any Impetrix investigation of the Subscriber’s use of the Platform;
• Records pertaining to regulatory correspondence, subpoenas, court orders, or other legal process received by Impetrix in connection with the Subscriber’s Account;
• Security event logs, audit trails, and incident response records;
• Tax and financial records required to be maintained under applicable law; and
• Any other category of records required to be retained by applicable law, by an Upstream Provider’s contractual obligations imposed on Impetrix, or by Impetrix’s own retention policies addressing legitimate-interest purposes.
The Subscriber acknowledges that the retention of these categories of records after Account termination does not constitute a breach of any data protection obligation, is necessary for the legitimate interests of Impetrix, and is consistent with applicable privacy law exceptions for retention required by legal, regulatory, or contractual obligations. Subscribers who believe they have a legal right to erasure of specific data categories under applicable privacy law must submit a written erasure request to Impetrix at the privacy contact address set forth in Section 9.18, and Impetrix will evaluate and respond to such requests in accordance with applicable law and the survival exceptions described in this Section 9.12.
Impetrix implements and maintains commercially reasonable, industry-standard administrative, technical, organizational, and physical safeguards designed to protect Subscriber Data, Caller Personal Information, and Account Data from unauthorized access, unauthorized disclosure, accidental or unlawful destruction, accidental loss, alteration, and unauthorized processing, consistent with the nature of the data, the state of the art in industry security practice, and the inherent risks of internet-based services.
Without limiting the foregoing, and without disclosing or representing any specific technical implementation, vendor selection, infrastructure configuration, network topology, or architectural detail (each of which is Impetrix Confidential Information within the meaning of Section 2.10 of this Agreement), Impetrix’s security program incorporates the following high-level categories of safeguards:
• Encryption Protocols. Standard encryption protocols for data in transit (using transport-layer encryption at currently accepted versions and configurations) and for data at rest (using encryption mechanisms appropriate to the sensitivity of the data and the storage layer).
• Access Controls. Role-based access controls and least-privilege principles limiting Platform-side access to Subscriber Data to Impetrix personnel with a legitimate operational need, supported by multi-factor authentication for administrative access, periodic access reviews, and access termination upon role changes or departures.
• Perimeter and Network Security. Industry-standard perimeter security, distributed denial-of-service mitigation, web application firewall capabilities, and bot mitigation appropriate to the Platform’s operational profile.
• Logging and Monitoring. System-wide logging of administrative actions, authentication events, and security-relevant activity, with monitoring and alerting designed to detect anomalous activity.
• Payment Data Handling. Use of industry-standard tokenization mechanisms to avoid direct Impetrix storage of raw payment card data, in accordance with Section 8.17 of this Agreement.
• Personnel Security. Confidentiality obligations imposed on Impetrix employees and contractors, security awareness training, and background screening where appropriate.
• Vendor Risk Management. Selection of Upstream Providers and Integration providers based on consideration of their security postures, with periodic review of provider security representations.
• Incident Response. Documented incident response procedures, escalation paths, and breach-notification protocols consistent with applicable law.
The specific technical implementation of each safeguard category, including without limitation the choice of cryptographic algorithms, key management mechanisms, infrastructure providers, network topologies, monitoring tools, access-control technologies, perimeter security technologies, tokenization technologies, and incident response tooling, is determined solely by Impetrix, is subject to modification at any time without notice in accordance with Section 4.12 of this Agreement, and constitutes Impetrix Confidential Information within the meaning of Section 2.10 of this Agreement. The Subscriber is not entitled to discover, demand disclosure of, audit, fingerprint, or impose conditions upon any such technical implementation detail.
Impetrix does not represent or warrant that its security measures are infallible, that they will detect or prevent every possible attack, that they comply with any specific external security framework or certification absent express written representation to that effect, or that they conform to any specific contractual security standard the Subscriber may have negotiated with its own counterparties. Security is a continuous operational discipline, not a guarantee. The Subscriber acknowledges that no system is perfectly secure and that the Subscriber’s use of the Platform is subject to risks that arise from the inherent characteristics of internet-based services, including the possibility of unauthorized access, disclosure, alteration, or loss of data.
The Subscriber’s independent security practices are an essential component of the overall security of data processed through the Platform. The Subscriber shall:
(hhh) Maintain the strict confidentiality of all account credentials, API keys, and authentication tokens issued to the Subscriber’s Account, as further required by Section 3.4 of this Agreement;
(iii) Implement and enforce strong password practices, including without limitation the use of unique, sufficiently complex passwords and the use of multi-factor authentication where available;
(jjj) Restrict access to the Subscriber’s Account to Authorized Users with a legitimate operational need, in accordance with Section 3.5 of this Agreement;
(kkk) Promptly revoke access for any Authorized User whose role no longer requires Platform access;
(lll) Configure email accounts used to receive Platform notifications (including Email Call Reports) with appropriate security controls and ensure that only authorized individuals have access to those email accounts;
(mmm) Promptly install security updates on devices used to access the Platform and avoid accessing the Platform from compromised, untrusted, or end-of-life devices;
(nnn) Notify Impetrix immediately at [email protected] of any actual or suspected security incident affecting the Subscriber’s Account, in accordance with Section 3.4 of this Agreement; and
(ooo) Implement its own security and data protection measures as required by applicable law, by sector-specific regulation, and by industry best practice with respect to data downloaded, exported, or otherwise removed from the Platform into the Subscriber’s own systems.
In the event Impetrix confirms a data security breach affecting Subscriber Data, Caller Personal Information, or Account Data of one or more Subscribers, Impetrix shall:
• Use commercially reasonable efforts to notify affected Subscribers via the primary email address on file for the Account within seventy-two (72) hours of Impetrix’s confirmation of the breach, except where notification within that timeframe would impede a law enforcement investigation, would compromise ongoing incident response, or is delayed for other reasonable cause as permitted by applicable law;
• Provide affected Subscribers, in such notification, with information reasonably available at the time of notification about the nature of the breach, the categories of data affected, the steps Impetrix has taken in response, and any actions affected Subscribers are recommended to take;
• Cooperate with affected Subscribers in connection with the Subscriber’s independent notification obligations to callers, regulators, or other affected parties under applicable breach notification laws, including without limitation the Florida Information Protection Act of 2014 (Fla. Stat. § 501.171), state breach notification statutes of all U.S. states, and Canadian PIPEDA breach notification provisions;
• Maintain a record of confirmed breaches, response actions, and notifications consistent with applicable law and good information security practice; and
• Reserve the right to delay or limit breach notification details where required by law enforcement, by applicable national security frameworks, or by ongoing incident response considerations.
Impetrix’s notification obligation under this Section 9.15 does not relieve the Subscriber of the Subscriber’s own independent breach notification obligations under applicable law, which arise from the Subscriber’s status as the Controller of Caller Personal Information. The Subscriber bears sole responsibility for: (a) determining whether a breach reported to it by Impetrix triggers the Subscriber’s own notification obligations under any applicable statute; (b) executing such notifications to callers, regulators, and other parties within applicable statutory timeframes; (c) providing any required mitigation, credit monitoring, or remediation services to affected individuals; and (d) bearing all costs associated with the Subscriber’s response to the breach, except to the extent such costs are recoverable from Impetrix under Section 14 of this Agreement.
Without limiting and in reaffirmation of Section 4.9 and Section 6.11 of this Agreement, Impetrix does not engage in real-time monitoring, eavesdropping on, or human review of live call audio as calls occur. The Platform processes call audio entirely through automated systems operated by Upstream Providers. Post-call review of recordings, transcripts, or summaries by Impetrix personnel occurs only in the limited circumstances described in Section 4.9 (in response to credible complaints, AUP investigations, legal process, or Platform integrity diagnostics) and only while such material remains available within the Platform Retention Window. The Subscriber may not characterize Impetrix as a real-time monitoring service or imply that Impetrix personnel listen to live calls in the ordinary course of business.
As established in Section 2.36 and Section 9.4 of this Agreement, Impetrix may collect, generate, and use Usage Data without restriction. Usage Data is anonymized and aggregated such that it does not identify the Subscriber, any Account Owner, any Authorized User, or any individual caller. Permitted uses of Usage Data include, without limitation:
• Operating, securing, and improving the Platform and the Services;
• Identifying and remediating bugs, performance issues, and operational defects;
• Developing new Impetrix products, capabilities, and services;
• Benchmarking Platform performance against industry norms;
• Producing aggregate research, analytics, market intelligence, and marketing materials;
• Training and improving Impetrix’s own internal models for purposes such as quality assurance, content moderation, and Platform integrity; and
• Demonstrating Platform capabilities to prospective Subscribers.
Nothing in this Section 9.17 authorizes Impetrix to use individually identifiable Subscriber content or Caller Personal Information beyond what is required for the operation of the Platform under this Agreement. The Subscriber’s license grant in Section 5.4 with respect to anonymized and aggregated derivatives is reaffirmed and remains effective under this Section 9.17.
Inquiries regarding Impetrix’s data practices, requests by individuals exercising privacy rights under applicable law, and notifications of legal process should be directed to:
• For general privacy inquiries and exercises of privacy rights: [email protected];
• For security incident reports: [email protected];
• For Acceptable Use Policy violation reports: [email protected];
• For legal process, subpoenas, court orders, and regulatory requests: [email protected].
Impetrix’s response to government requests, subpoenas, and legal process is governed by Section 6.12 of this Agreement, the provisions of which are incorporated by reference into this Section 9.18. Impetrix reserves the right to require requestors to provide identity verification, proof of authority, and documentation reasonably sufficient to evaluate the request before responding to any inquiry purporting to exercise a privacy right under applicable law.
The data-processing terms set forth in Section 9.5 apply by default and are binding as of the Effective Date, and are sufficient to constitute Impetrix's service-provider/processor commitments under applicable U.S. state privacy law without further action by either party. Where the Subscriber's compliance obligations require a separate, stand-alone Data Processing Agreement ("DPA") to formalize Impetrix's role under one or more specific privacy statutes, Impetrix will, upon the Subscriber's written request, enter into its standard DPA, which upon execution will be incorporated by reference into this Agreement and will supersede the default terms of Section 9.5 to the extent of any conflict. The absence of a separately executed DPA does not deprive the Subscriber of, or render unexecuted, the binding service-provider/processor terms set forth in Section 9.5
Impetrix’s standard DPA terms are subject to change, are presented on a take-it-or-leave-it basis with respect to Impetrix’s standard commercial Subscribers, and may include such provisions as Impetrix reasonably determines are required by applicable law and consistent with Impetrix’s commercial position. Impetrix does not negotiate non-standard DPA terms with Subscribers operating under standard Subscription Plans; Subscribers requiring non-standard DPA provisions should contact Impetrix regarding enterprise-tier or custom agreements.
This document contains Sections 10, 11, and 12 of the Impetrix Terms of Service and constitutes a direct continuation of the Agreement between Gin Ventures LLC d/b/a Impetrix and the Subscriber. All defined terms used herein have the meanings ascribed to them in Section 2 of the Agreement unless the context expressly requires otherwise. These sections must be read together with Sections 1 through 9 and all subsequent sections of the Agreement as a single, integrated legal instrument.
This Section 10 governs the structure and pricing of the Platform’s Subscription Plans, the recurring Subscription Fees payable by the Subscriber, the auto-renewal mechanics, the consequences of late or failed payment, the Subscriber’s tax responsibilities, and the prohibitions on chargebacks and disputed payments for committed Subscription Terms. This Section 10 must be read together with Section 11 (which governs Wallet and metered usage charges separately from Subscription Fees) and Section 12 (which governs plan changes, proration, and cancellation).
Impetrix offers the Platform under multiple Subscription Plan tiers, each designed to accommodate Subscribers of different operational scale and feature needs. As of the Effective Date, the principal tier designations are denominated “Simple,” “Pro,” and “Enterprise,” though Impetrix reserves the right to add, rename, modify, restructure, or discontinue tier designations at any time. The specific features, usage allotments, technical limits, support entitlements, and pricing applicable to each tier are set forth on the Platform’s pricing page accessible at Impetrix.ai/pricing, as the same may be updated by Impetrix from time to time and which is incorporated into this Agreement by reference.
Impetrix reserves the right, in its sole discretion, to: (a) introduce new Subscription Plan tiers; (b) modify the features, usage limits, technical specifications, or pricing of any existing Subscription Plan tier, subject to the price-change notice provisions of Section 10.9; (c) consolidate, split, rename, or restructure tier designations; (d) phase out, sunset, or grandfather any tier with respect to existing Subscribers, subject to commercially reasonable notice; and (e) make any tier available only to Subscribers meeting specific eligibility criteria (such as Enterprise-tier Subscribers requiring a custom commercial arrangement). The features available under any specific Subscription Plan tier are determined by Impetrix at its discretion and may be modified during the Subscription Term, provided that no such modification shall materially reduce the core features for which the Subscriber subscribed without Impetrix’s prior notice and the Subscriber’s right to cancel under Section 12 of this Agreement.
For each Subscription Plan tier, the Subscriber may elect among four commitment duration options at the time of subscription (each, a “Commitment Term”), with corresponding discount levels applied against the base monthly rate of the selected tier:
• Monthly Commitment. A one-month Commitment Term, billed in advance on the Subscription Date and automatically renewing every thirty (30) calendar days thereafter, at the base monthly Subscription Fee published for the selected tier (representing no discount against the published base rate). The Monthly Commitment is the default Commitment Term in the absence of an affirmative election.
• Quarterly Commitment. A three-month Commitment Term, paid in advance as a single lump-sum charge on the Subscription Date and automatically renewing every ninety (90) calendar days thereafter, at a published Subscription Fee reflecting a ten percent (10%) discount applied against the equivalent three months of the Monthly Commitment rate for the selected tier.
• Semi-Annual Commitment. A six-month Commitment Term, paid in advance as a single lump-sum charge on the Subscription Date and automatically renewing every one hundred eighty (180) calendar days thereafter, at a published Subscription Fee reflecting a fifteen percent (15%) discount applied against the equivalent six months of the Monthly Commitment rate for the selected tier.
• Annual Commitment. A twelve-month Commitment Term, paid in advance as a single lump-sum charge on the Subscription Date and automatically renewing every three hundred sixty-five (365) calendar days thereafter, at a published Subscription Fee reflecting a twenty-five percent (25%) discount applied against the equivalent twelve months of the Monthly Commitment rate for the selected tier.
The discounts associated with multi-month Commitment Terms (the Quarterly, Semi-Annual, and Annual options) are offered in consideration of the Subscriber’s commitment to the corresponding Commitment Term and the Subscriber’s prepayment of the entire Commitment Term Subscription Fee in advance. The Subscriber expressly acknowledges and agrees that:
(a) The election of any multi-month Commitment Term constitutes a binding commitment to pay the entire Commitment Term Subscription Fee, and the corresponding discount is conditioned upon that binding commitment;
(b) The Subscriber’s prepayment of any multi-month Commitment Term Subscription Fee is consideration for the Subscriber’s commitment to remain a paying Subscriber through the duration of the Commitment Term, and not consideration for any prorated monthly use of the Services that may be made through that Commitment Term;
(c) The discounted rate is forfeit if the Subscriber attempts to cancel, dispute, chargeback, or otherwise revoke its commitment prior to the end of the Commitment Term, and any such attempt does not entitle the Subscriber to a refund of any portion of the prepaid Subscription Fee;
(d) The Subscriber has had the opportunity, prior to making any multi-month commitment, to evaluate the Platform through any available Free Trial period or through alternative shorter Commitment Terms, and has affirmatively elected the longer commitment based on its own independent business judgment; and
(e) The multi-month discount structure is a material consideration in Impetrix’s willingness to offer the Platform at the discounted rates, and the corresponding non-refundability provisions are an essential part of the consideration Impetrix receives in exchange.
All Subscription Fees are payable in advance for the entire Commitment Term selected by the Subscriber. The Subscriber’s execution of the subscription process, the Subscriber’s entry of payment instrument data, and the Subscriber’s affirmative election of a Commitment Term collectively constitute the Subscriber’s express authorization for Impetrix to instruct Stripe to charge the Subscriber’s designated payment method for the entire Commitment Term Subscription Fee on the Subscription Date.
The Subscriber represents and warrants that: (a) the payment instrument provided is valid, in good standing, and authorized for use by the Subscriber; (b) the Subscriber has authority to charge that payment instrument for the amounts contemplated by the selected Subscription Plan; (c) the billing information provided is accurate and current; and (d) the Subscriber will promptly update its payment instrument information through the Platform’s billing interface in the event of expiration, change, or invalidation.
The Subscriber further authorizes Impetrix to: (i) verify the Subscriber’s payment instrument prior to initiating charges through such means as Stripe may make available, including processing nominal authorization holds; (ii) update card account numbers and expiration dates through automated account updater services made available by card networks; (iii) retry failed charges using the same or alternative payment methods on file; and (iv) report payment delinquencies and disputes to credit bureaus, collection agencies, and other third parties as permitted under applicable law.
All Subscription Plans, regardless of Commitment Term, are configured to automatically renew at the conclusion of each Commitment Term unless and until the Subscriber affirmatively cancels in accordance with Section 12 of this Agreement. Auto-renewal is a default feature of every Subscription Plan and is an essential operational characteristic of the Platform.
Pursuant to Florida Statute § 501.165 and analogous automatic renewal statutes that may be applicable to the Subscriber’s state of residence or place of business (including without limitation California Business and Professions Code § 17602 (California Automatic Renewal Law), New York General Business Law § 527-a, and similar statutes of other U.S. states), the following automatic renewal disclosures apply:
(f) The Subscription Plan automatically renews for an additional Commitment Term of equal duration at the conclusion of each then-current Commitment Term, unless the Subscriber timely cancels;
(g) Upon each auto-renewal, the Subscriber’s payment instrument on file will be charged for the full Commitment Term Subscription Fee at the then-current published rate (which may differ from the rate previously paid, subject to the price-change notice provisions of Section 10.9);
(h) The Subscriber may cancel the Subscription Plan at any time by following the cancellation procedures in Section 12, provided that cancellation must be effected at least the number of days prior to the renewal date specified in Section 12.6 to avoid being charged for the next Commitment Term;
(i) Impetrix will provide each Subscriber on an auto-renewing plan with a clear and conspicuous renewal reminder before each auto-renewal, delivered by email to the primary email address on file and, where applicable, by in-Platform notification, as follows: for Quarterly Commitments, between three (3) and seven (7) days before the renewal date; for Semi-Annual Commitments, between fifteen (15) and thirty (30) days before the renewal date; and for Annual Commitments, between fifteen (15) and forty-five (45) days before the renewal date, in each case to the extent and in the manner required by applicable automatic-renewal law, including California Business and Professions Code § 17600 et seq. and New York General Business Law § 527-a. The reminder will identify the recurring nature of the charge, the renewal date, the amount to be charged, and a direct method to cancel;
(j) The Subscriber may cancel an auto-renewing Subscription Plan at any time through the Platform using the same online, self-service mechanism by which the Subscription was created, without any requirement to call, email, mail, or undertake any step more burdensome than the steps required to initiate the Subscription. Cancellation effected through this mechanism before the applicable cancellation deadline in Section 10.5 stops the next auto-renewal charge; and
(k) The Subscriber’s continued use of the Platform after the receipt of an auto-renewal notice, or after the renewal date in the absence of a timely cancellation, constitutes the Subscriber’s affirmative acceptance of the renewed Commitment Term.
(l) Affirmative Consent to Auto-Renewal. Before the Subscriber is charged for any auto-renewing Subscription Plan, Impetrix will present the automatic-renewal offer terms - including the recurring charge, the renewal frequency, the cancellation method, and the minimum purchase obligation, if any - in a clear and conspicuous manner, and the Subscriber's enrollment constitutes the Subscriber's affirmative, separate consent to those automatic-renewal terms. This consent is obtained separately from any other portion of the Subscriber's agreement to these Terms.
To avoid being charged for an automatic renewal, the Subscriber must affirmatively cancel its Subscription Plan in accordance with the procedures set forth in Section 12 prior to the applicable cancellation deadline:
• Monthly Commitment. The Subscriber must cancel at any time before the day on which the next month’s renewal charge is scheduled to occur.
• Quarterly Commitment. The Subscriber must cancel at least seven (7) calendar days before the date on which the next quarterly renewal charge is scheduled to occur.
• Semi-Annual Commitment. The Subscriber must cancel at least fourteen (14) calendar days before the date on which the next semi-annual renewal charge is scheduled to occur.
• Annual Commitment. The Subscriber must cancel at least thirty (30) calendar days before the date on which the next annual renewal charge is scheduled to occur.
A cancellation initiated after the applicable cancellation deadline will not prevent the next auto-renewal charge from occurring, and the Subscriber will be billed for and committed to the renewed Commitment Term. The Subscriber’s sole remedy in such circumstance is to cancel for the Commitment Term following the renewed one, subject to the same advance notice requirements.
Once a Quarterly, Semi-Annual, or Annual Commitment Term Subscription Fee has been charged, it is fully non-refundable, regardless of:
• The Subscriber’s actual use, partial use, or non-use of the Platform during the Commitment Term;
• The Subscriber’s decision to cease using the Platform, abandon AI Agent deployments, or otherwise stop drawing benefit from the Subscription;
• The Subscriber’s decision to delete its Account in accordance with Section 3.7 during the Commitment Term;
• A change in the Subscriber’s business needs, financial circumstances, or operational requirements;
• The cessation, sale, or dissolution of the Subscriber’s business;
• The Subscriber’s dissatisfaction with the Platform, any feature thereof, any Upstream Provider’s performance, or any other aspect of the Services;
• Any modification by Impetrix of the Platform’s features, performance, pricing for new Subscribers, or supporting infrastructure, except where such modification materially and adversely affects the Subscriber’s core use case for a period exceeding thirty (30) consecutive days;
• Any temporary degradation, downtime, or interruption of the Platform that does not constitute a fundamental failure of the Services for an extended period; or
• Any other reason except as expressly provided in this Agreement.
Subscribers who cancel a multi-month Commitment Term during its Commitment Term retain access to the Platform through the end of the prepaid Commitment Term, but receive no refund, credit, or compensation for the unused portion of the Commitment Term. This non-refundability provision is a material term of this Agreement and a material consideration in Impetrix’s willingness to offer the discounted multi-month Commitment Terms.
The Subscriber expressly agrees that it shall not initiate any chargeback, payment dispute, or transaction reversal in bad faith or without first attempting in good faith to resolve the matter with Impetrix through the procedures in this Agreement, where the underlying charge was authorized in accordance with this Agreement (including any auto-renewal charge for which a timely cancellation was not effected). Nothing in this Section 10.7 purports to waive, limit, or impair any chargeback or dispute right that the Subscriber holds under applicable card-network rules or applicable law that may not be waived by contract; this Section 10.7 applies solely to chargebacks and disputes initiated in bad faith, without a good-faith basis, or in breach of the Subscriber's covenants herein. Subject to the foregoing, the Subscriber shall not:
(m) Initiate any chargeback, payment dispute, transaction reversal, or similar action with the card-issuing financial institution, Stripe, or any other party, claiming that the charge was unauthorized, in error, for products or services not received, or otherwise improper, when the underlying charge was for a Subscription Fee duly accruing under this Agreement;
(n) Dispute, repudiate, or seek to revoke the Subscriber’s authorization for any prepaid multi-month Commitment Term Subscription Fee on the ground that the Subscriber’s actual use of the Platform during the Commitment Term was less than anticipated;
(o) Initiate any chargeback or dispute based on a claim that the Subscriber did not receive notice of an auto-renewal, when such notice was sent by Impetrix in accordance with Section 10.4(d) to the primary email address on file for the Account;
(p) Initiate any chargeback or dispute based on the Subscriber’s claim that the Platform did not meet the Subscriber’s subjective expectations, where the Platform delivered the features and capabilities described in the applicable Subscription Plan tier; or
(q) Authorize, instruct, or encourage any third party (including without limitation any subsequent Account Owner, business successor, employee, or agent) to initiate any of the foregoing actions on the Subscriber’s behalf.
If the Subscriber initiates any chargeback, payment dispute, or transaction reversal in violation of this Section 10.7, the Subscriber shall be deemed in material breach of this Agreement and the following consequences shall apply:
• Immediate Suspension. Impetrix may immediately suspend the Subscriber’s Account, in whole or in part, without notice, pending resolution of the disputed charge;
• Acceleration. All remaining Subscription Fees due through the end of the then-current Commitment Term shall become immediately due and payable, regardless of the Commitment Term remaining or the timing of any future auto-renewal;
• Reimbursement of Chargeback Costs. The Subscriber shall, upon Impetrix’s written demand, reimburse Impetrix for: (i) all chargeback fees, dispute processing fees, and arbitration fees actually assessed against Impetrix by Stripe, card networks, or financial institutions arising from the disputed charge, in the actual amounts so assessed; (ii) all reasonable internal administrative costs incurred by Impetrix in responding to the chargeback, calculated at Impetrix’s then-current standard rates for billing-dispute response; and (iii) all reasonable attorneys’ fees and costs incurred by Impetrix in defending against or resolving the disputed charge;
• Account Termination. Impetrix may, in its sole discretion, terminate the Subscriber’s Account in accordance with Section 17 of this Agreement, with all attendant consequences including forfeiture of Wallet balances and proration credits;
• Collection Activity. Impetrix may, in its sole discretion, refer any amount remaining due to a collection agency, file suit to recover such amounts, or report the delinquency to credit bureaus, and the Subscriber shall bear all collection costs and reasonable attorneys’ fees incurred in connection therewith; and
• Permanent Ban. Impetrix may, in its sole discretion, permanently prohibit the Subscriber and any associated Account Owner or Authorized User from creating future Accounts or accessing the Platform under any identity, in accordance with the permanent-ban provisions of Section 7.19.
If a charge to the Subscriber’s designated payment instrument is declined, fails, is reversed, or otherwise does not result in successful payment of any amount due (a “Failed Payment”), the following procedures shall apply:
(r) Impetrix may, but is not obligated to, retry the Failed Payment one or more times at Impetrix’s reasonable discretion, including using any updated payment instrument information that may have been provided by automated account-updater services made available through Stripe;
(s) Impetrix will use commercially reasonable efforts to notify the Subscriber of the Failed Payment via email to the primary email address on file for the Account, and may also display in-Platform notifications prompting the Subscriber to update its payment information;
(t) The Subscriber shall promptly provide updated, valid payment instrument information through the Platform’s billing interface to enable Impetrix to successfully complete the charge;
(u) The Subscriber is granted a five (5) Business Day grace period from the date of the original Failed Payment to cure the payment failure by providing valid updated payment information that results in successful charge completion;
(v) If the Failed Payment is not cured within the five (5) Business Day grace period, Impetrix may, in its sole discretion, immediately suspend the Subscriber’s access to the Platform, including without limitation suspending all AI Agents, disabling the call-handling and analytics dashboards, suspending Integrations, and freezing Wallet access; and
(w) The Subscriber’s obligation to pay the original Failed Payment amount continues notwithstanding any suspension under this Section 10.8, and the Subscriber accrues additional amounts (including without limitation Late Fees as described in Section 10.10) during the period the payment remains outstanding.
If the Subscriber has not cured a Failed Payment within ten (10) Business Days of the original Failed Payment date, Impetrix may, in its sole discretion and in addition to any other remedy available under this Agreement, terminate the Subscriber’s Account in accordance with Section 17, with all attendant consequences including without limitation:
• Immediate cessation of access to the Platform and all Services;
• Forfeiture of all Wallet balances, Proration Credits, and other Account credits;
• Release of any Telephony Partner phone numbers assigned to the Account;
• Initiation of data purge procedures in accordance with Section 9.11 and Section 3.7, subject to the system-level retention exceptions of Section 9.12;
• Acceleration of any remaining Subscription Fees due through the end of the then-current Commitment Term, which amounts shall become immediately due and payable;
• Referral to collection or initiation of legal action to recover amounts due, with all collection costs and reasonable attorneys’ fees recoverable from the Subscriber; and
• Reporting of the delinquency to credit bureaus or to industry-specific databases tracking SaaS payment delinquencies, where permitted by applicable law.
Any amount due under this Agreement that is not paid by its due date shall accrue a late fee equal to the greater of: (a) twenty-five United States dollars ($25.00); or (b) one and one-half percent (1.5%) of the outstanding balance per month (eighteen percent (18%) annualized); but in no event shall such late fees and interest exceed the maximum rate permitted by applicable law (the “Late Fee”). The Late Fee shall apply cumulatively for each full or partial month during which the amount remains outstanding and shall be charged against the Subscriber’s payment instrument on file or invoiced separately at Impetrix’s discretion. The application of Late Fees does not constitute a waiver of Impetrix’s right to enforce timely payment, pursue collection, suspend the Account, terminate the Agreement, or exercise any other remedy available under this Agreement.
Impetrix reserves the right to modify the pricing of any Subscription Plan tier, any Commitment Term, any usage-based charge, or any other Fee under this Agreement at any time, in its sole discretion. Pricing modifications will become effective with respect to existing Subscribers as follows:
• Monthly Commitment. For Subscribers on a Monthly Commitment, Impetrix will provide at least thirty (30) calendar days’ advance notice of a price change via email to the primary email address on file for the Account or via in-Platform notification, and the new pricing will take effect on the Subscriber’s next monthly auto-renewal date occurring after the notice period has elapsed.
• Multi-Month Commitments. For Subscribers on a Quarterly, Semi-Annual, or Annual Commitment, the previously-agreed Subscription Fee for the current Commitment Term shall not be increased mid-term. New pricing will take effect upon the next auto-renewal occurring after the price-change notice period has elapsed (with the notice provided in accordance with the auto-renewal notice timing of Section 10.4(d), or thirty (30) days, whichever is greater).
• Wallet-Funded Charges. Pricing for metered, usage-based charges funded from the Wallet is governed by Section 11 of this Agreement, including the upstream-price-passthrough provisions of Section 11.5.
The Subscriber’s continued use of the Platform following the effective date of a price change constitutes the Subscriber’s acceptance of the new pricing. A Subscriber who does not agree to a price change may cancel the Subscription Plan in accordance with Section 12 prior to the effective date of the new pricing, in which case the cancellation will be effective at the end of the then-current Commitment Term and no further charges will be assessed; the Subscriber remains liable for any amounts due through the end of the then-current Commitment Term.
All Subscription Fees, Wallet charges, and other amounts payable by the Subscriber under this Agreement are stated and charged exclusive of any and all applicable taxes, levies, duties, fees, assessments, or similar governmental charges imposed by any U.S. federal, state, local, or Canadian federal or provincial taxing authority (collectively, “Taxes”), including without limitation: sales tax, use tax, value-added tax (VAT), goods and services tax (GST), harmonized sales tax (HST), provincial sales tax (PST), Quebec sales tax (QST), excise tax, gross receipts tax, telecommunications tax, communications services tax, withholding tax, and any analogous tax of any taxing jurisdiction. The Subscriber is responsible for paying all applicable Taxes associated with its Subscription, Wallet activity, and use of the Services, except for Taxes assessable against Impetrix based on Impetrix’s own net income, real property, or employees.
Where Impetrix is required by applicable law to collect any Tax from the Subscriber, Impetrix will add such Tax to the Subscriber’s invoice or Wallet charge, calculated based on the Subscriber’s billing address on file or other information reasonably required to determine the applicable Tax rate. The Subscriber represents that the billing address provided to Impetrix is the Subscriber’s true and accurate place of business or, in the case of an individual Subscriber, the Subscriber’s residence address. If the Subscriber is exempt from any Tax under applicable law, the Subscriber shall provide Impetrix with a valid exemption certificate or analogous documentation issued by the appropriate taxing authority prior to the Subscriber’s payment date, and Impetrix shall apply such exemption prospectively. Impetrix shall not be obligated to retroactively apply an exemption certificate provided after a Tax has been collected.
If any taxing authority determines that Impetrix should have collected, but did not collect, any Tax in connection with the Subscriber’s payments under this Agreement, the Subscriber shall promptly remit to Impetrix the amount of such Tax upon written demand, together with any associated interest, penalties, or assessments. The Subscriber’s indemnification obligations under Section 15 of this Agreement extend to any liability incurred by Impetrix arising from the Subscriber’s failure to pay required Taxes, the Subscriber’s provision of inaccurate billing address information, or the Subscriber’s improper invocation of a Tax exemption.
Unless otherwise expressly stated on an invoice or Order Form, all Fees are denominated and payable in United States Dollars (USD). The Subscriber bears all currency conversion costs, foreign transaction fees, intermediary bank fees, and other costs that may be charged by the Subscriber’s payment instrument issuer in connection with payments to Impetrix. Impetrix accepts payment by such methods as are made available through Stripe from time to time, which may include major credit and debit cards (Visa, Mastercard, American Express, Discover), bank account debits where supported, digital wallets, and, in certain circumstances at Impetrix’s discretion, wire transfers or check payments for Enterprise-tier or custom-billing Subscribers. Impetrix reserves the right to refuse any payment method at its discretion.
Without limiting and in supplementation of Section 1.9 of this Agreement, the following provisions apply to the conversion of a Free Trial to a paid Subscription Plan:
• A Free Trial automatically converts to the paid Subscription Plan tier and Commitment Term selected by the Subscriber at the conclusion of the Free Trial period, and Impetrix will charge the payment instrument on file at the time the Free Trial was initiated for the applicable Commitment Term Subscription Fee on the Free Trial expiration date;
• By providing payment instrument information during Free Trial enrollment, the Subscriber expressly authorizes this automatic conversion charge without further action on the Subscriber’s part; the Subscriber acknowledges that this constitutes an express prior authorization satisfying any “negative option” feature disclosure requirement under applicable consumer protection law;
• The Subscriber may cancel the conversion of the Free Trial to a paid Subscription Plan at any time prior to the Free Trial expiration date by following the cancellation procedures in Section 12; cancellations effected before the Free Trial expiration result in no Subscription Fee charge, but do not entitle the Subscriber to a refund of any Wallet top-ups, usage charges incurred during the Free Trial in excess of any included allotment, or any other amounts already charged;
• Impetrix may, in its sole discretion, limit the availability of the Free Trial to first-time Subscribers, may modify or terminate the Free Trial program at any time, and may decline to offer a Free Trial to any specific applicant based on credit, fraud, or eligibility considerations; and
• The Subscriber’s use of the Platform during the Free Trial period is subject to all terms of this Agreement, including without limitation the Acceptable Use Policy in Section 7, the data handling provisions of Section 9, and the limitations of liability in Section 14.
Unlike certain competing providers in the conversational AI and virtual receptionist market, Impetrix does not offer a money-back guarantee, satisfaction guarantee, refund guarantee, or analogous protective program with respect to Subscription Fees. The Subscriber acknowledges that the Free Trial program (where offered) serves as the Subscriber’s opportunity to evaluate the Platform prior to committing to a paid Subscription, and that the absence of a money-back guarantee is a material consideration in Impetrix’s competitive pricing structure.
Any representation or implication by a Impetrix employee, contractor, agent, marketing communication, advertisement, sales conversation, or third-party reseller that Impetrix offers a money-back guarantee, satisfaction guarantee, refund of unused Subscription Fees, or analogous protection is unauthorized, contrary to this Agreement, and shall not be enforceable against Impetrix unless reduced to writing and signed by an officer of Gin Ventures LLC with express written authority to bind the Company to such a guarantee.
From time to time, Impetrix may make available promotional discount codes, promotional credit grants, referral credits, holiday or seasonal discounts, partner-channel discounts, or analogous monetary incentives (collectively, “Promotional Offers”). Each Promotional Offer is governed by the terms specified at the time of issuance, supplemented by the following baseline rules:
• Promotional Offers are typically limited to first-time Subscribers unless expressly stated otherwise, may not be combined with other Promotional Offers, and may not be applied retroactively to past charges;
• Promotional Offers have no cash value, may not be exchanged for refunds or cash, may not be transferred to other Accounts or persons, and expire upon the expiration date stated at the time of issuance or, if no expiration date is stated, ninety (90) days after issuance;
• Impetrix reserves the right to revoke, modify, or invalidate any Promotional Offer at any time, including without limitation in response to fraudulent or abusive use, improper distribution by the Subscriber, application of a Promotional Offer outside its intended scope, or other circumstance that Impetrix reasonably determines warrants revocation;
• The application of a Promotional Offer to a Subscription Fee does not alter the non-refundability characteristics of that Subscription Fee, and no portion of a Promotional Offer’s discount amount is refundable in cash under any circumstance; and
• Impetrix may, in its sole discretion, offer referral programs, channel partner discounts, or analogous incentive programs, each governed by separate program terms that the Subscriber may opt into independently.
This Section 11 governs the operation, funding, use, and limitations of the Subscriber’s prepaid internal Wallet, including the per-minute Calling Credit system, ancillary metered charges drawn from the Wallet, the optional Auto-Refill capability, upstream price-passthrough mechanics, and the non-refundability and non-transferability of all Wallet balances. The Wallet is operationally distinct from, and independent of, Subscription Fees governed by Section 10.
The Wallet is a closed-loop, account-internal prepaid funding mechanism, as defined in Section 2.39, against which the Subscriber's metered usage of Impetrix's own Platform features and services is drawn down as that usage is incurred. A Prepaid Funding Amount paid by the Subscriber into the Wallet is an advance payment toward the Subscriber's own anticipated usage charges for Impetrix Platform services - including per-minute call processing and other usage-based capabilities - and is applied against those charges in arrears as the Subscriber consumes the corresponding services. The Wallet functions in substance as a prepayment against the Subscriber's metered invoice for Impetrix's own services, and not as a store of value, a deposit, or an instrument capable of holding or transmitting value independent of the Subscriber's consumption of those services. Prepaid Funding Amounts are paid exclusively through Subscriber-initiated funding transactions processed through Stripe. The United States Dollar figure associated with a funding transaction reflects only the amount the Subscriber prepays toward its future metered usage of Impetrix's own Platform services and the consumption rates at which such usage is drawn down under Sections 2.8 and 11.5; it does not denominate, and shall not be construed to denominate, a stored monetary balance held for the Subscriber. The quantity of Platform features or services that a given Prepaid Funding Amount will obtain is not fixed and varies with the consumption rates in effect at the time of usage. Prepaid Funding Amounts are applied solely against the Subscriber's metered consumption of Impetrix's own Platform features and services within Impetrix's single-provider closed-loop environment, are consumed as the Subscriber uses those services, and have no function, utility, redeemability, or value outside the Platform or otherwise than by consuming Impetrix's services.
Credits and the Wallet do not constitute, and shall not be construed as, a deposit, bank account, savings account, checking account, money-market account, investment account, brokerage account, fiduciary account, stored-value instrument, prepaid access device, gift card, electronic money, or any other financial instrument, account, or product held for the Subscriber's benefit by a regulated financial institution. The Wallet is an internal accounting and access-management record reflecting the Subscriber's license to consume Platform features, and no funds are held, segregated, insured, or maintained on the Subscriber's behalf. Prepaid Funding Amounts are applied against and earned by Impetrix as the Subscriber consumes the corresponding Platform services, and any unconsumed Prepaid Funding Amount is a non-refundable advance against the Subscriber's future usage of Impetrix's own services. Prepaid Funding Amounts are not held as a deposit, as a balance owed to the Subscriber, or as a sum refundable to or recoverable by the Subscriber, and are forfeited upon Account termination, cancellation, or deletion as provided in Section 11.10.
The Wallet’s exclusive function is to allow the Subscriber to prepay for its own future metered consumption of Impetrix's own Platform features and services, with such prepayment applied against and consumed by that usage (or forfeited upon Account termination) within a commercially reasonable period. The Subscriber may not fund the Wallet for any purpose other than the prepayment of the Subscriber's own Impetrix Platform usage, may not use the Wallet to make payments to any third party, and may not seek to redeem, withdraw, or convert any Prepaid Funding Amount for any purpose other than the consumption of Impetrix's own Platform services. The Parties intend that the Wallet, as a single-provider prepaid mechanism for funding the Subscriber's own metered consumption of Impetrix's services, fall outside the scope of, or qualify for any available exemption from, applicable money-services, money-transmission, stored-value, prepaid-access, and unclaimed-property law, and the Parties agree to construe the Wallet provisions of this Agreement consistently with that intent to the maximum extent permitted by applicable law.
The Subscriber funds its Wallet by initiating top-up charges through the Platform. The available top-up methods, applicable minimum and maximum funding amounts, predetermined funding increments (where offered), per-charge limits, and other operational parameters governing Wallet funding are made available through the Platform from time to time and are subject to modification at any time in Impetrix’s sole discretion in accordance with Section 4.12 of this Agreement. As of the Effective Date, the available top-up methods include:
• Manual Top-Up. The Subscriber may manually fund its Wallet by selecting from among the funding amounts or predetermined increments made available through the Platform from time to time, or by entering custom funding amounts within the minimum and maximum thresholds then in effect, and authorizing the corresponding charge against the Subscriber’s designated payment method through Stripe.
• Automated Top-Up via Auto-Refill. The Subscriber may enable the Auto-Refill capability (governed by Sections 11.6 through 11.8) to authorize recurring automatic top-up charges when the Wallet balance falls below a Subscriber-defined threshold.
• Other Methods. Such other top-up methods as Impetrix may make available from time to time at its sole discretion.
Impetrix may, at any time and without notice, modify the available funding amounts, predetermined increments, minimum or maximum thresholds, per-charge limits, supported payment methods, or any other operational parameter governing Wallet funding. Any specific funding amount, increment, or threshold referenced in any Platform interface, marketing material, support communication, or course of dealing is illustrative only and does not constitute a representation, warranty, or contractual commitment that any such amount, increment, or threshold will continue to be available. Each top-up charge is final upon successful completion. Top-up charges are not refundable, are not eligible for chargeback (subject to the same restrictions described in Section 10.7), and result in an immediate, non-refundable increase to the Subscriber’s Wallet balance available for application against future usage charges.
The Wallet balance is consumed by, and serves as the funding mechanism for, the following categories of metered, usage-based charges incurred in connection with the Subscriber’s use of the Platform:
• Per-Minute Calling Credits. Charges for the duration of Inbound Call processing by AI Agents, deducted on a per-minute basis (or such other increment as Impetrix may publish from time to time) at the published rates for the Subscriber’s Subscription Plan tier.
• Telephony Number Provisioning Charges. One-time and recurring charges associated with the provisioning and ongoing assignment of telephone numbers through one or more Telephony Partners, including local numbers, toll-free numbers, vanity numbers (where supported), and international numbers (where supported).
• Email Call Report Charges. Per-report charges for the Subscriber’s use of the Email Call Reports capability, as described in Section 6.8 of this Agreement, deducted on a per-email basis at the published rate.
• Knowledge Base Re-Generation Charges. Where applicable to the Subscriber’s Subscription Plan tier or where the Subscriber initiates re-crawls or re-processing exceeding any allotment included with the Subscription, charges associated with the Knowledge Base Generation capability.
• Integration Action Charges. Where applicable, per-action or per-event charges for actions taken through Subscriber-elected Integrations (such as calendar event creation, CRM record creation, e-commerce transaction reporting, or analogous Integration actions) in excess of any included allotment.
• Other Metered Capabilities. Such other metered, usage-based capabilities as Impetrix may introduce, designate as Wallet-funded, and publish pricing for from time to time.
Subscription Fees are not paid from the Wallet and are charged separately in accordance with Section 10 of this Agreement. The Wallet balance is consumed independently of Subscription Fee charges.
The per-unit pricing of each category of Wallet-funded charges is published on the Platform’s pricing page accessible at Impetrix.ai/pricing and may also be displayed within the Platform, in each case subject to change in accordance with this Section 11.5. The Subscriber expressly acknowledges and agrees that:
(w) The per-minute Calling Credit rates, telephony number rates, and other usage-based rates published by Impetrix are derived from, and are subject to fluctuation based on, the upstream commercial terms imposed on Impetrix by one or more Voice Infrastructure Partners, Telephony Partners, AI Model Providers, and other Upstream Providers (each as defined in Section 2.36 of this Agreement) whose services power the corresponding metered capabilities;
(x) Upstream Provider pricing is subject to change without notice to Impetrix, may vary based on call destination, time of day, call duration, language, or other technical factors beyond Impetrix’s control, and may include surcharges, premium-route fees, or volatility associated with international telecommunications rates;
(y) Impetrix may pass through changes in Upstream Provider pricing to the Subscriber’s Wallet-funded charges at any time, in whole or in part, with or without prior notice, depending on the nature, magnitude, and urgency of the upstream pricing change;
(z) Impetrix will provide Subscribers with at least fourteen (14) calendar days' advance notice, via email or in-Platform notification, of any increase in Wallet-funded charge rates that Impetrix initiates for its own account (as distinct from a direct pass-through of an Upstream Provider cost change). For increases that directly pass through an Upstream Provider cost change, Impetrix will use commercially reasonable efforts to provide such notice via email or in-Platform notification, but this notice obligation is best-efforts only and is excused where upstream changes occur without sufficient lead time, where pricing volatility is inherent to the underlying service category, or where notice is impractical;
(aa) Real-time per-minute Calling Credit deductions may vary call-to-call based on the technical characteristics of each call (such as caller location, call routing, AI processing complexity, and similar factors), and Impetrix does not warrant that any specific call will be billed at any specific per-minute rate;
(bb) The Subscriber is solely responsible for monitoring its Wallet balance and for understanding the per-unit charges applicable to each category of usage; the Subscriber’s failure to anticipate the cost of a particular call, top-up, or usage event shall not entitle the Subscriber to any refund or rate adjustment; and
(cc) The Subscriber’s continued use of the Platform after any rate change constitutes acceptance of the new rate, and Wallet balance previously deposited may be consumed at the new rate.
The Subscriber may, but is not required to, enable an automated Wallet replenishment capability (the “Auto-Refill” capability) through the Platform. When enabled, Auto-Refill operates conceptually as an automated billing authorization triggered by Subscriber-defined Wallet balance thresholds. The specific technical mechanics, timing, processing pathway, retry behavior, and operational characteristics of Auto-Refill are determined by Impetrix and by Stripe (as the Platform’s third-party payment processor described in Section 8.17 of this Agreement) and are subject to modification at any time without notice in accordance with Section 4.12 of this Agreement. The Subscriber acknowledges and agrees that:
• Threshold and Amount. The Subscriber configures, within parameters made available through the Platform from time to time, a minimum Wallet balance threshold (the “Refill Threshold”) and a corresponding replenishment amount (the “Refill Amount”). Whenever the Subscriber’s Wallet balance falls below the Refill Threshold, the Platform initiates an automated charge against the Subscriber’s designated payment method through Stripe in the amount of the Refill Amount, with the proceeds applied to the Subscriber’s Wallet balance.
• Standing Authorization. Enabling Auto-Refill constitutes the Subscriber’s express, continuing, and standing authorization for Impetrix to instruct Stripe to initiate Auto-Refill charges without further per-charge authorization, consent, confirmation, or notice from the Subscriber. The Subscriber acknowledges that, depending on call volume and usage patterns, Auto-Refill charges may occur frequently, including multiple times per day.
• Anti-Abuse Controls. Impetrix may, in its sole discretion, impose rate limits, frequency caps, transaction caps, daily-aggregate caps, or other anti-abuse controls on Auto-Refill activity, and may suspend or disable Auto-Refill where anomalous usage patterns suggest possible fraud, account compromise, misconfiguration, or unintended consumption.
• Notifications. Impetrix may, but is not obligated to, notify the Subscriber of Auto-Refill activity via email or in-Platform notification. The Subscriber bears sole responsibility for monitoring its own Wallet activity, Auto-Refill events, and resulting balance levels. Any failure of, delay in, or interruption to any such notification (for any reason whatsoever) shall not impair the validity, finality, or non-refundability of any Auto-Refill charge and shall not give rise to any claim against Impetrix.
• No Warranty of Timing, Success, or Continuity. Impetrix does not warrant the timing, success, completion, continuity, or non-interruption of any Auto-Refill charge or sequence of charges. Auto-Refill charges are subject to the operational availability, latency, processing capacity, risk-management determinations, and fraud-prevention controls of Stripe and of the card-network, issuing-bank, and analogous payment-rail infrastructure underlying Stripe’s payment processing services, none of which Impetrix owns, operates, or controls. Impetrix bears no liability for any failed, declined, delayed, partial, duplicate, reversed, or otherwise erroneous Auto-Refill charge, or for any consequence to the Subscriber arising therefrom, except to the limited extent such failure arises directly from Impetrix’s own gross negligence or willful misconduct.
• Subscriber’s Sole Responsibility for Wallet Sufficiency. The Subscriber bears sole and exclusive responsibility for ensuring that the Subscriber’s Wallet balance is sufficient at all times to support the Subscriber’s intended Platform usage. The Subscriber acknowledges that Auto-Refill may fail or be temporarily or permanently unavailable for reasons including but not limited to insufficient funds at the issuing bank, expired or invalid payment instruments, issuing-bank refusal, card-network refusal, Stripe operational issues, security holds, fraud-prevention holds, anti-abuse caps imposed by Impetrix, regulatory holds, and analogous causes, all of which are the Subscriber’s sole responsibility to anticipate, address, and remediate. Failure of Auto-Refill resulting in Wallet balance depletion is not a breach of this Agreement by Impetrix, does not entitle the Subscriber to any refund, credit, service-level credit, or other remedy, and gives rise to no claim against Impetrix.
The Subscriber may disable the Auto-Refill capability at any time through the Platform. Disablement of Auto-Refill takes effect prospectively, meaning that no further Auto-Refill charges will be initiated after the time of disablement, but Auto-Refill charges already initiated or in transit at the time of disablement may complete in the ordinary course and are not subject to refund or reversal.
Following disablement of Auto-Refill, the Subscriber’s Wallet will continue to be drawn down by usage charges, and the Wallet may reach a zero balance, at which point Platform capabilities funded by the Wallet will cease to operate until the Subscriber manually tops up the Wallet. Cessation of Wallet-funded capabilities due to insufficient Wallet balance is not a breach of this Agreement by Impetrix, does not entitle the Subscriber to any refund or credit, and is the Subscriber’s sole responsibility to remedy through prompt manual top-up.
Impetrix maintains records of all Wallet activity, including top-up charges, Auto-Refill charges, per-event usage deductions, and Wallet balance changes, accessible through the Platform. The Subscriber acknowledges that:
(dd) The Subscriber bears the sole responsibility for periodically reviewing Wallet activity records, monitoring Wallet balance, and identifying any apparent discrepancies, unauthorized charges, or anomalous usage;
(ee) Any objection or dispute concerning a specific Wallet transaction (whether a top-up, Auto-Refill charge, or usage deduction) must be raised in writing to Impetrix’s billing support address within thirty (30) calendar days of the date the transaction appears on the Subscriber’s Wallet activity records;
(ff) Wallet transactions not disputed within the thirty (30) day window are conclusively deemed accurate, accepted, and final, and the Subscriber waives any right to dispute, refund, chargeback, or reverse such transactions after expiration of the window;
(gg) The Subscriber’s failure to monitor Wallet activity, or to notice high consumption that may be attributable to misconfigured AI Agents, compromised credentials, abuse, or unanticipated call volumes, does not entitle the Subscriber to any refund or rate adjustment of Wallet charges; and
(hh) Impetrix’s records of Wallet activity, as maintained in the Platform’s billing systems, shall be presumed accurate for purposes of any dispute concerning Wallet transactions, subject to the Subscriber’s right to rebut such presumption with credible documentary or testimonial evidence.
Platform Credits are non-refundable under any circumstance and have no independent or intrinsic cash value. Because Credits constitute a revocable license to access Platform features rather than a deposit or balance held for the Subscriber, neither issued Credits nor the amounts paid to acquire them are recoverable, redeemable for cash, or subject to any right of refund, reimbursement, or set-off, regardless of the reason the Subscriber seeks recovery, including without limitation: (a) the Subscriber's decision to cancel its Subscription or delete its Account; (b) the cessation, sale, dissolution, bankruptcy, or insolvency of the Subscriber's business; (c) the Subscriber's belief that it acquired more Credits than it required; (d) a change in the Subscriber's use case or business needs; (e) the unavailability or degradation of any Platform feature, except where such unavailability constitutes a fundamental failure of the core Services for an extended period as addressed in Section 17.5; or (f) any other reason except as expressly required by applicable non-waivable law.
Upon the termination, cancellation, deletion, or any other permanent cessation of the Subscriber's Account, all platform Credits associated with the Account do not by itself extinguish credit. The Subscriber’s Account enters an inactive-billing state in which no further Subscription Fees accrue, and any Credits then outstanding in the Wallet remain available for redemption against the Subscriber’s metered consumption of Impetrix Platform services for a period of twelve (12) consecutive months running from the later of (i) the effective date of cancellation or (ii) the date of the most recent funding of the Wallet (the ‘Credit Survival Period’). At any time during the Credit Survival Period, the Subscriber may resume a Subscription at the then-current rates and consume outstanding Credits against ongoing metered usage; provided that Credits are not Subscription Fee credits, may be redeemed solely against metered Wallet-funded charges as described in Section 11.4, and do not entitle the Subscriber to any waiver, deferral, reduction, or refund of any Subscription Fee. Upon expiration of the Credit Survival Period without full consumption, upon the Subscriber’s affirmative deletion of the Account under Section 3.7, or upon any permanent termination of the Account by Impetrix for cause under Section 17.3 (including a validated Acceptable Use Policy violation, a chargeback in violation of Section 10.7, fraud, or non-payment), all then-outstanding Credits expire immediately and are permanently extinguished, the access license they represent is revoked, and the cost-offset treatment set forth below applies. For the avoidance of doubt, nothing in this Section 11.10 entitles the Subscriber to a cash refund, conversion, or carry-forward of any Subscription Fee, all of which remain non-refundable in accordance with Section 10.6, and Credits at all times remain non-refundable, non-transferable, and of no independent cash value as set forth in Section 2.39 and Section 11.2. A temporary suspension of the Account does not, by itself, extinguish Credits; instead, during any period of temporary suspension (including any suspension pending Impetrix's investigation under Section 3.8 or Section 7), the expiration of and the Subscriber's ability to consume Credits are tolled and paused, and shall resume upon reinstatement of the Account, with no extinguishment of Credits occurring solely by reason of the passage of time during the suspension period. If, following a suspension, Impetrix reinstates the Account, the Subscriber's Credits remain available for consumption subject to the terms of this Agreement. If, following a suspension, Impetrix proceeds to terminate the Account for a validated material breach (including without limitation a validated violation of the Acceptable Use Policy in Section 7, a chargeback in violation of Section 10.7, or any other for-cause termination ground under Section 17.3), then Impetrix may, as of the effective date of termination, draw down and apply the then-outstanding Credit balance solely as an offset against the actual, documented administrative, investigative, enforcement, and breach-related costs and losses reasonably incurred by Impetrix in connection with the Subscriber's breach. Impetrix shall not recover the same cost or loss more than once: to the extent Impetrix recovers a particular cost or loss through acceleration of Fees under Section 10.7, through chargeback-cost reimbursement under Section 10.7, or through indemnification under Section 15, the Credit value applied as an offset under this Section 11.10 shall be correspondingly reduced. The offset under this Section 11.10 is a remedy for actual harm and is not a penalty; the Parties intend that it be enforced as a reasonable approximation of, and limited to, Impetrix's actual breach-related costs and losses. Because Credits are a revocable, non-refundable access entitlement of no independent cash value (Section 2.39, Section 11.1) and confer no monetary, deposit, or property interest, the Subscriber has no right to a cash refund, withdrawal, or distribution of any Credit value not consumed as an offset; any such residual entitlement is extinguished as an incident of the termination of the closed-loop access license and not as a monetary forfeiture or penalty. The Subscriber acknowledges and agrees that:
(a) Extinguishment of Credits upon permanent Account termination or deletion (and the forfeiture and cost-offset treatment of Credits upon a for-cause termination following suspension, as described above) is a fundamental characteristic of the closed-loop, license-based nature of the Wallet, and is consistent with Credits being a revocable access entitlement rather than a stored-value balance or property held for the Subscriber's benefit; the tolling of Credit expiration during any temporary suspension reflects that no extinguishment occurs by mere passage of time while access is suspended;
(b) There is no account recovery, balance reinstatement, or restoration of expired Credits following Account termination or deletion, and Impetrix is under no obligation to provide any compensation, settlement, partial credit, cash-out, or other accommodation for expired Credits;
(c) Credits may not be assigned, transferred, gifted, sold, or otherwise conveyed to any third party, including any successor business, acquirer, affiliated entity, or personal recipient, and any attempted conveyance is null and void;
(d) Because Credits are a revocable access license of no independent cash value, and not property held for the Subscriber, the expiration of Credits is not subject to any state escheat, abandoned-property, or unclaimed-property statute; and
(e) A Subscriber who anticipates Account termination or deletion is solely responsible for consuming its Credits through ordinary Platform usage prior to termination, and may not request any conversion of Credits to alternative consideration in advance of or following termination.
Without limiting Section 11.6, if an Auto-Refill charge is declined, fails, times out, is reversed, or otherwise does not result in a successful Wallet balance increase, Impetrix may, in its sole discretion: (a) retry the Auto-Refill charge one or more times through Stripe; (b) suspend or disable Auto-Refill for the affected Account pending updated payment information from the Subscriber; (c) notify the Subscriber of the failed Auto-Refill via email or in-Platform notification; and (d) permit the Wallet balance to decline to or below zero, at which point Wallet-funded Platform capabilities may cease to operate until the Subscriber manually tops up the Wallet or restores Auto-Refill.
Failed Auto-Refill charges do not constitute a breach of this Agreement by Impetrix, do not entitle the Subscriber to any compensation, refund, credit, service-level credit, or other remedy, and are the Subscriber’s sole responsibility to remedy by providing updated payment instrument information and/or manually topping up the Wallet. The Subscriber expressly waives any claim against Impetrix arising from or related to any failed, delayed, declined, or otherwise unsuccessful Auto-Refill charge or any consequence thereof, except to the limited extent any such claim arises directly from Impetrix’s own gross negligence or willful misconduct.
Without limiting any other indemnification obligation under this Agreement, including without limitation Section 15, the Subscriber shall defend, indemnify, and hold harmless Impetrix and all Impetrix Indemnitees from and against any and all claims, demands, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way related to:
• Any disputed or chargeback Auto-Refill charge or manual top-up charge initiated by the Subscriber or its authorized agent;
• Any unauthorized use of the Subscriber’s Wallet by an Authorized User, employee, contractor, or third party that gained access through the Subscriber’s credentials;
• Any regulatory inquiry, audit, or enforcement action arising from any allegation that the Wallet constitutes a regulated stored-value instrument, money-transmission instrument, or analogous financial product;
• Any state escheat, abandoned property, or unclaimed property claim arising from forfeited Wallet balances; and
• Any other claim or liability arising from the Subscriber’s use, funding, or forfeiture of the Wallet.
This Section 12 governs the Subscriber’s ability to upgrade or downgrade its Subscription Plan tier or Commitment Term, the proration mechanics applicable to such changes, the Subscriber’s cancellation rights and procedures, the consequences of cancellation, and the terms applicable to Impetrix’s Custom Engineering Services offered as a distinct service line outside the standard Subscription Plan structure.
The Subscriber may, at any time during an active Subscription Term, upgrade its Subscription Plan to a higher-tier plan (a “Tier Upgrade”) by selecting the desired upgrade through the Platform. Tier Upgrades take effect immediately upon the Subscriber’s confirmation and successful processing of any applicable prorated charge. The following provisions apply to Tier Upgrades:
(nn) Upon a Tier Upgrade, the Subscriber gains immediate access to the capabilities, usage limits, and features of the upgraded tier;
(oo) Impetrix will charge the Subscriber’s designated payment method a prorated upgrade charge calculated as the difference between (i) the daily-prorated cost of the upgraded tier for the remainder of the current Commitment Term, and (ii) the daily-prorated cost already paid for the original tier for the same remaining period;
(pp) The Subscriber’s Commitment Term and renewal date remain unchanged by a Tier Upgrade; the upgraded tier’s pricing will apply for the duration of the existing Commitment Term and at the next auto-renewal will renew at the then-current full price of the upgraded tier for the same Commitment Term duration;
(qq) A Tier Upgrade does not alter the non-refundability of any Subscription Fees previously paid, including without limitation the Subscriber’s commitment to the original Commitment Term; and
(rr) The Subscriber may upgrade to a longer Commitment Term concurrently with a Tier Upgrade, in which case the upgrade is treated as a new Subscription Plan election with all attendant non-refundability characteristics.
The Subscriber may elect to downgrade its Subscription Plan to a lower-tier plan (a “Tier Downgrade”) by selecting the desired downgrade through the Platform. Tier Downgrades operate as follows:
(ss) Tier Downgrades become effective at the conclusion of the then-current Commitment Term, not immediately. During the remainder of the current Commitment Term, the Subscriber continues to have access to the capabilities of the original (higher) tier;
(tt) At the conclusion of the current Commitment Term, the Subscription will renew at the lower-tier rate for a new Commitment Term of the duration previously elected by the Subscriber (which the Subscriber may also modify in connection with the downgrade);
(uu) No portion of the Subscriber’s prepaid Subscription Fee for the original (higher) tier is refunded in cash as a result of the Tier Downgrade, but Impetrix shall, where applicable, issue a Proration Credit to the Subscriber’s Account governed by Section 12.4; and
(vv) The Subscriber may not concurrently downgrade tier and shorten Commitment Term in a manner that would reduce the Subscriber’s remaining contractual commitment below the original Commitment Term, except by cancelling outright in accordance with Section 12.6.
Where a Tier Downgrade results in a prepaid Subscription Fee that exceeds the pro-rated value of the original (higher) tier consumed during the current Commitment Term, Impetrix shall issue a Proration Credit equal to the excess amount, calculated as follows: (a) the daily-prorated cost of the original tier for the unused portion of the current Commitment Term, minus (b) the daily-prorated cost of the downgraded tier for the same unused period. The Proration Credit is applied to the Subscriber’s Account as a non-cash, non-transferable, non-redeemable credit governed by Section 12.4 of this Agreement.
Proration Credits may also be issued, in Impetrix’s sole discretion, in connection with: (i) certain Account adjustments made by Impetrix customer support; (ii) goodwill credits issued in response to specific Subscriber requests; (iii) corrections of billing errors; or (iv) other circumstances determined by Impetrix. The issuance of any Proration Credit is at Impetrix’s sole discretion and does not establish any precedent, course of dealing, or contractual right to similar credits in any other situation.
Proration Credits, as defined in Section 2.29 of this Agreement and as further governed by this Section 12.4, are subject to the following non-negotiable restrictions:
• No Cash Value. Proration Credits have no cash value and may not, under any circumstance, be redeemed, refunded, or exchanged for cash, check, wire transfer, cryptocurrency, or any other monetary instrument.
• No Wallet Application. Proration Credits may not be applied to Wallet top-ups, Wallet-funded usage charges, Auto-Refill charges, or any other Wallet-related transaction. Proration Credits are exclusively applicable as offsets against future Subscription Fee invoices.
• No Transfer or Assignment. Proration Credits are personal to the Subscriber’s Account and may not be transferred, assigned, gifted, sold, or otherwise conveyed to any other Subscriber, Account, person, or entity. Any attempted transfer is null and void.
• Automatic Application. Proration Credits are automatically applied to the next eligible Subscription Fee invoice issued to the Subscriber’s Account, in chronological order of issuance. The Subscriber may not direct the order or timing of Proration Credit application.
• Expiration Upon Account Termination. Unused Proration Credits expire, are forfeited, and become permanently unrecoverable upon termination, cancellation, suspension exceeding sixty (60) days, or deletion of the Subscriber’s Account, with no entitlement to compensation, refund, or carryover.
• No Accrual or Carryover. Proration Credits do not accrue interest, do not earn additional credits, and do not carry over indefinitely once an Account is in inactive or suspended status.
• Impetrix Discretion to Adjust. Impetrix may, in its sole discretion, correct any Proration Credit that was issued in error, recalculate Proration Credits in response to subsequent billing adjustments, or revoke Proration Credits associated with disputed transactions.
The Subscriber may cancel their subscription at any time through the self-service Billing Portal located within the Impetrix Platform dashboard. To protect Account security and prevent unauthorized modifications, Impetrix does not process or accept cancellation requests submitted via email, phone, social media, or live chat. Impetrix will not require the Subscriber to complete any mandatory retention steps, surveys, or calls as a condition of utilizing the self-service cancellation control.
To be effective in preventing the next auto-renewal charge, a cancellation must be received by Impetrix no later than the applicable cancellation deadline set forth in Section 10.5 of this Agreement (which depends on the Subscriber’s Commitment Term). Cancellations received after the applicable deadline do not prevent the next auto-renewal charge from occurring, and the Subscriber remains liable for the renewed Commitment Term in accordance with Section 10.
Upon a properly submitted cancellation:
(ww) The Subscriber’s Subscription will not auto-renew at the conclusion of the then-current Commitment Term, and no further Subscription Fee charge will be assessed beyond any charges already due;
(xx) The Subscriber retains access to the Platform through the end of the then-current Commitment Term, after which Platform access is terminated in accordance with Section 17 of this Agreement;
(yy) No portion of any prepaid Subscription Fee is refunded, regardless of the timing of the cancellation within the Commitment Term, in accordance with Section 10.6;
(zz) Wallet balances are treated in accordance with Section 11.10, which (i) preserves outstanding Credits during the Credit Survival Period following cancellation so the Subscriber may redeem them against future metered usage if the Subscriber resumes Subscription, and (ii) extinguishes Credits on expiration of that Period, on affirmative Account deletion, or on for-cause termination; in all events, Credits remain non-refundable, non-transferable, and of no independent cash value;
(aaa) Proration Credits remain available for application against future Subscription Fee invoices during the remaining Commitment Term but are forfeited upon termination, in accordance with Section 12.4;
(bbb) Subscriber Data is retained and purged in accordance with (i) the strict thirty (30) calendar day Platform Retention Window described in Section 2.30, Section 4.5, Section 6.5, and Section 9.10 of this Agreement (with respect to all Voice Data, call recordings, transcripts, summaries, structured Outputs, call metadata, and other call-derived data products), and (ii) the Post-Termination Wind-Down framework described in Section 9.11 (with respect to non-call-derived Account-level operational data), in each case subject to the system-level retention exceptions under Section 9.12; and
(ccc) The cancellation does not relieve the Subscriber of any obligation that accrued prior to the cancellation, including without limitation any indemnification obligation, any obligation arising from a violation of the Acceptable Use Policy, or any other obligation that, by its nature, survives termination of this Agreement.
Impetrix may terminate the Subscriber’s Subscription, in whole or in part, with or without cause, in accordance with the termination provisions of Section 17 of this Agreement. Without limiting the foregoing, Impetrix reserves the right to terminate the Subscription immediately upon any of the events described in Section 3.8 (Account Suspension), Section 7 (AUP Violations), Section 10.8 (Failed Payments), Section 10.9 (Continued Non-Payment), or Section 10.7 (Chargeback Disputes). The consequences of Impetrix-initiated termination are governed by Section 17 and include without limitation forfeiture of Wallet balances, Proration Credits, and any pending refunds (which are voided).
Impetrix-initiated termination for cause (including for AUP violations, non-payment, or chargeback dispute) shall not entitle the Subscriber to any refund of Subscription Fees, including pro-rated amounts. Impetrix-initiated termination without cause (a so-called “convenience termination”), which Impetrix reserves the right but is not obligated to invoke, may, at Impetrix’s sole discretion, entitle the Subscriber to a pro-rated refund of the unused portion of the then-current Commitment Term Subscription Fee, calculated on a daily basis, but any such refund is discretionary and not contractually required.
Subscribers in a Free Trial period may cancel at any time prior to the Free Trial expiration date through the same procedures applicable to paid Subscriptions. Cancellation prior to Free Trial expiration prevents the conversion to a paid Subscription and the corresponding Subscription Fee charge. However, cancellation during a Free Trial does not entitle the Subscriber to a refund of any Wallet top-ups, usage charges in excess of any included Free Trial allotment, or other amounts already paid.
A Subscriber whose Account has been cancelled, terminated, or allowed to lapse may, in Impetrix’s sole discretion, be permitted to reactivate the Account by re-subscribing to a Subscription Plan. Reactivation is subject to:
• Impetrix’s discretion regarding whether to permit reactivation, particularly in cases where the prior cancellation resulted from a chargeback dispute, AUP violation, non-payment, or other for-cause termination;
• Re-acceptance by the Subscriber of this Agreement as in effect at the time of reactivation, including any modifications made since the prior cancellation;
• Re-provision of payment instrument information and billing details;
• No restoration of previously forfeited Wallet balances, Proration Credits, or other Account artifacts;
• Possible reassignment of new telephony numbers (the Subscriber's prior numbers may have been reclaimed, recycled, or reallocated through the automated reclamation, recycling, and de-provisioning protocols of the Platform and its generalized telecommunications network ecosystem, and may not be recoverable, except to the extent the Subscriber holds a non-waivable number-portability right under applicable law, including applicable Federal Communications Commission local number portability rules)
• No restoration of previously purged Subscriber Data beyond what may remain in system-level archives subject to Section 9.12; and
• Any applicable reactivation fee or setup charge that Impetrix may impose at its sole discretion.
Without limiting and in supplementation of Section 1.2 of this Agreement, Impetrix separately offers high-end, bespoke Custom Engineering Services to qualifying Subscribers and to non-Subscriber clients. Custom Engineering Services constitute a distinct service offering outside the standard Subscription Plan structure and outside the scope of the metered Wallet-funded charges governed by Section 11. The categories of work that may be undertaken as Custom Engineering Services, when Impetrix elects in its sole discretion to undertake such work, may include, without limitation:
• Bespoke workflow architecture and design for AI Agent deployments involving complex business logic, multi-system integrations, or unusual technical requirements;
• Custom integration engineering for connecting the Platform to Subscriber systems not supported through standard Integrations;
• Advanced Knowledge Base curation, large-scale content ingestion, specialized prompt engineering, or analogous Platform-level configuration work;
• Performance optimization, scaling, or capacity engineering for Subscribers operating at unusually high volumes;
• Custom analytics, reporting, or data-export tooling specific to the Subscriber’s use case;
• Migration services for Subscribers transitioning from competing platforms; and
• Other professional services as scoped on a case-by-case basis.
The feasibility, scope, technical compatibility, integration architecture, deployment schedule, milestone structure, resource allocation, and ultimate availability of any Custom Engineering Services described in this Section 12.10 or proposed by any Subscriber are determined solely, exclusively, and unilaterally by Impetrix, in its sole and unreviewable discretion, based exclusively on: (a) the Platform’s internal technical roadmap; (b) Impetrix’s engineering availability, staffing, and capacity; (c) the Platform’s proprietary code architecture and internal technical design; (d) Impetrix’s commercial priorities; and (e) such other internal technical and commercial considerations as Impetrix may weigh from time to time. The Subscriber expressly acknowledges and agrees that:
(mmm) Impetrix makes no representation, warranty, commitment, or assurance that any particular Custom Engineering Services capability is currently available, will become available, will remain available, will be feasible within any specific timeline, will be technically compatible with any specific Subscriber configuration or use case, or will produce any specific outcome;
(nnn) Impetrix may decline to undertake, may pause, may modify, may scope down, may reprioritize, may suspend, or may discontinue any proposed or in-progress Custom Engineering Services engagement at any time, for any reason or no reason, without explanation, and without liability of any kind to the Subscriber;
(ooo) The Subscriber shall not characterize, represent, or imply to any third party that any specific Custom Engineering Services capability, deliverable, or feature is guaranteed, contractually committed, or contractually deliverable in the absence of an executed Statement of Work as defined in Section 12.11; and
(ppp) Impetrix’s decisions regarding Custom Engineering Services feasibility, scope, scheduling, and architectural compatibility are not subject to challenge, audit, second-guessing, or disclosure obligation, and constitute Impetrix Confidential Information within the meaning of Section 2.10 of this Agreement.
Custom Engineering Services are scoped, priced, and delivered exclusively pursuant to a Statement of Work or Professional Services Agreement (each, an “SOW”) executed in writing between Impetrix and the Subscriber (or non-Subscriber client, as applicable). Each SOW shall specify, at minimum: (a) the deliverables; (b) the scope of work; (c) the timeline or milestones; (d) the fees and payment schedule; (e) any specific intellectual property allocation; and (f) any other terms specific to the engagement.
The provisions of this Agreement (these Terms of Service) apply to Custom Engineering Services as a baseline establishing standards of conduct, intellectual property, confidentiality, indemnification, and limitation of liability. In the event of any direct conflict between an executed SOW and these Terms of Service solely with respect to the specific Custom Engineering Services described in that SOW, the SOW shall control, subject to the following non-negotiable exceptions where this Agreement shall always control:
• The categorical prohibition on PHI in Section 7.2 and the associated automatic liability shift;
• The categorical prohibition on PCI data in Section 7.3 and other regulated data categories in Section 7.4;
• The limitation of liability provisions in Section 14 (to be addressed in a subsequent module);
• The indemnification provisions in Section 15 (to be addressed in a subsequent module); and
• The arbitration, governing law, and dispute resolution provisions in Section 16 (to be addressed in a subsequent module).
Unless otherwise specified in an executed SOW, the following payment terms apply to Custom Engineering Services:
(ddd) Custom Engineering Services are billed on a fixed-fee, time-and-materials, milestone-based, or retainer basis as specified in the applicable SOW;
(eee) Fees for Custom Engineering Services are payable in advance for fixed-fee engagements, or in accordance with the payment schedule specified in the SOW for milestone or time-and-materials engagements;
(fff) Impetrix may, at its discretion, require an initial deposit (commonly fifty percent (50%) of the total engagement fee) prior to commencement of work on any Custom Engineering Services engagement;
(ggg) The Subscriber’s payment obligations for Custom Engineering Services are independent of, and not satisfied by, Subscription Fees or Wallet balances. Custom Engineering Services fees are billed separately and are not eligible to be offset against, drawn from, or substituted by any Subscription-related payment; and
(hhh) The non-payment, late-fee, suspension, and termination provisions of Section 10.7 through Section 10.10 of this Agreement apply, with appropriate modifications, to fees for Custom Engineering Services.
Custom Engineering Services fees are non-refundable once Impetrix has commenced work on the engagement, regardless of:
• The Subscriber’s satisfaction or dissatisfaction with intermediate work product;
• A change in the Subscriber’s business needs or operational requirements;
• The Subscriber’s decision to terminate the engagement prior to completion;
• The Subscriber’s failure to provide necessary information, cooperation, or resources required for Impetrix to perform the work; or
• Any other reason except where Impetrix materially fails to deliver the agreed scope of work in accordance with the applicable SOW, in which case the Subscriber’s sole and exclusive remedy is the dispute resolution process described in the SOW or, if none, in Section 16 of this Agreement.
If the Subscriber elects to terminate a Custom Engineering Services engagement prior to completion, the Subscriber remains liable for: (i) all fees and expenses accrued through the date of termination, including for work-in-progress; and (ii) any wind-down, knowledge transfer, or transition costs reasonably incurred by Impetrix in connection with the termination.
Unless expressly stated otherwise in an SOW:
(iii) Deliverables produced by Impetrix under a Custom Engineering Services engagement remain the intellectual property of Impetrix, with the Subscriber receiving a non-exclusive, non-transferable, limited license to use such deliverables solely in connection with the Subscriber’s authorized use of the Platform;
(jjj) Impetrix retains all rights to apply, repurpose, generalize, or productize methodologies, techniques, processes, and learnings developed during a Custom Engineering Services engagement, including in services delivered to other Subscribers or in future Platform capabilities;
(kkk) Any reusable component, tool, framework, or library developed during a Custom Engineering Services engagement remains the property of Impetrix; and
(lll) Subscriber-furnished input materials (such as Subscriber business documentation, sample data, or specifications) remain the property of the Subscriber, subject to a license to Impetrix sufficient to enable performance of the engagement.
Custom intellectual property allocations (such as Subscriber ownership of specific deliverables or work-for-hire treatment) are available but must be expressly stated in the applicable SOW and are not the default. Impetrix may charge a premium for engagements involving custom IP allocation to reflect the diminished reusability of the resulting work product.
Each Custom Engineering Services engagement shall be subject to such acceptance, testing, and sign-off procedures as the applicable SOW may specify. In the absence of explicit SOW provisions, deliverables shall be deemed accepted ten (10) Business Days after delivery to the Subscriber unless the Subscriber provides written notice of specific non-conformity within that period.
The Subscriber’s obligations arising from any Custom Engineering Services engagement, including without limitation the obligation to pay accrued fees, the indemnification obligations, the confidentiality obligations, and the intellectual property allocation provisions, survive the termination, expiration, or completion of the engagement and survive any cancellation or termination of the underlying Subscription.
This document contains Sections 13, 14, and 15 of the Impetrix Terms of Service and constitutes a direct continuation of the Agreement between Gin Ventures LLC d/b/a Impetrix and the Subscriber. All defined terms used herein have the meanings ascribed to them in Section 2 of the Agreement unless the context expressly requires otherwise. These sections must be read together with Sections 1 through 12 and all subsequent sections of the Agreement as a single, integrated legal instrument.
This Section 13 governs the allocation of intellectual property rights, the ownership of data created or processed through the Platform, the licenses granted by and between the parties, the treatment of Subscriber feedback, and the limited and conditional rights of each party to use the other party’s trademarks and identifying marks. This Section 13 must be read together with Section 3 (which governs the Platform license generally), Section 5 (which addresses the Subscriber’s license to its Inputs), and Section 9 (which establishes data ownership and use allocations).
For purposes of this Section 13 and elsewhere throughout this Agreement, the following terms have the meanings ascribed to them in this Section 13.1, supplementing the definitions in Section 2:
• “Intellectual Property Rights” means, on a worldwide basis and whether or not registered, all rights, title, and interests in and to: (i) patents, patent applications, divisions, continuations, reissues, and extensions thereof; (ii) trademarks, service marks, trade dress, trade names, brand names, logos, slogans, and domain names, together with the goodwill associated therewith; (iii) copyrights and copyrightable works of authorship, including all rights of reproduction, derivative work, distribution, public performance, public display, and digital transmission; (iv) database rights, sui generis database rights, and rights in compilations of data; (v) trade secrets and rights in know-how, confidential business information, methods, processes, and technical and operational data; (vi) rights in software, including object code, source code, application programming interfaces, prompt structures, model weights, fine-tuning configurations, training data compositions, and related computer programs; (vii) industrial designs and design rights; (viii) rights in publicity, persona, and likeness; (ix) moral rights, where recognized; and (x) any and all applications, registrations, renewals, extensions, restorations, continuations, combinations, divisions, and reissues of any of the foregoing in any jurisdiction worldwide.
• “Impetrix IP” means all Intellectual Property Rights owned, licensed, or controlled by Impetrix in connection with the Platform, the Services, the underlying technology stack, and all related operational tooling, as more fully described in Section 13.2 of this Agreement.
• “Subscriber Content” means, collectively, the Subscriber’s Inputs (as defined in Section 2.17), the Subscriber’s Knowledge Base content, the Subscriber’s AI Agent configurations, the Subscriber’s business descriptions, the Subscriber’s uploaded materials, and any other content provided to or generated within the Platform by or on behalf of the Subscriber, excluding any element that constitutes Impetrix IP or any Output generated by the operation of Impetrix IP.
• “Feedback” means any suggestion, recommendation, idea, comment, observation, bug report, feature request, performance critique, design proposal, integration request, workflow suggestion, evaluation, or other information provided to Impetrix by the Subscriber or any Authorized User concerning the Platform, the Services, or any element thereof, regardless of the medium of communication (whether email, in-Platform feedback widget, support ticket, sales call transcript, user research session, or any other communication channel).
Impetrix and its licensors are, and at all times shall remain, the sole and exclusive owners of all Intellectual Property Rights in and to the Impetrix IP, including without limitation:
• Platform Software. The software underlying the Platform, including all source code, object code, binaries, libraries, executable files, scripts, configuration files, build artifacts, deployment automation, infrastructure-as-code definitions, and all derivative works thereof, regardless of whether such software resides on Impetrix’s own infrastructure, on Upstream Provider infrastructure, or on Subscriber-controlled systems.
• User Interface and Design Elements. The look, feel, design, layout, structure, organization, navigation flows, color palette, typography, iconography, illustrations, animations, and other visual and interactive elements of the Platform’s web dashboard, mobile interfaces (where applicable), and developer interfaces, together with all underlying design systems, design tokens, component libraries, and style guides.
• Prompts and AI Configurations. System prompts, prompt templates, prompt-engineering methodologies, chain-of-thought frameworks, retrieval-augmented generation architectures, embedding strategies, vector database schemas, fine-tuning configurations, model selection logic, fallback and escalation rules, and all other proprietary techniques developed by Impetrix for the orchestration of AI Model Provider capabilities within the Platform.
• Voice Configurations. All proprietary voice configuration parameters, voice persona designs, and other proprietary configurations applied by Impetrix to the voice-runtime capabilities provided by one or more Voice Infrastructure Partners to produce the Platform's distinctive voice agent behavior.
• Documentation and Training Materials. All written, video, audio, or other forms of documentation, user guides, knowledge base articles, training videos, webinar recordings, marketing materials, white papers, case studies, blog posts, social media content, and other content authored by or on behalf of Impetrix.
• Trademarks and Brand Identity. The name “Impetrix,” the Impetrix logo, the domain name Impetrix.ai and associated subdomains, any and all product names, feature names, tier names, and tagline phrases adopted by Impetrix in connection with the Platform (collectively, the “Impetrix Marks”), together with all common-law, registered, or pending trademark rights therein.
• Derivative Works and Improvements. All modifications, enhancements, improvements, upgrades, customizations, derivative works, bug fixes, security patches, and other changes to the Impetrix IP, regardless of who develops or contributes to such changes, including without limitation any contributions arising from a Subscriber’s use of the Platform, the operation of an AI Agent on the Subscriber’s behalf, the engagement of Custom Engineering Services, or the resolution of a Subscriber-reported issue.
• Aggregated and Derivative Data. All Usage Data (as defined in Section 2.36), all aggregated and de-identified analytics, all benchmarks, all model-performance characterizations, and all other anonymized data products derived from the operation of the Platform, regardless of whether such data was originally derived from individual Subscriber activity, in accordance with Section 9.4.
• Third-Party Licensed Components. Subject to the rights of third-party licensors, all licensed software components, open-source libraries (used in compliance with their respective licenses), and third-party intellectual property incorporated into the Platform under license to Impetrix.
All rights, title, and interests in and to the Impetrix IP not expressly granted to the Subscriber under this Agreement are reserved by Impetrix. The Subscriber acquires no ownership interest, residual interest, joint authorship interest, joint inventorship interest, work-for-hire interest, or other proprietary interest in any element of the Impetrix IP by virtue of: (i) the Subscriber’s access to or use of the Platform; (ii) the Subscriber’s submission of Inputs that influence Platform behavior; (iii) the operation of AI Agents on the Subscriber’s behalf; (iv) the engagement of Custom Engineering Services; or (v) any other interaction with Impetrix or the Platform contemplated by this Agreement.
As between Impetrix and the Subscriber, the Subscriber owns all right, title, and interest, including all Intellectual Property Rights, in and to:
(a) Subscriber Content, including all Inputs, Knowledge Base content, business descriptions, configuration entries, and uploaded materials, subject only to: (i) any pre-existing third-party Intellectual Property Rights in such content; (ii) the license granted to Impetrix under Section 5.4 and reaffirmed in Section 13.4 of this Agreement; and (iii) the Subscriber’s warranties and obligations regarding Subscriber Content under Sections 5 and 7 of this Agreement;
(b) Outputs generated by the Platform on the Subscriber’s behalf, including transcripts, call summaries, structured Outputs, AI Agent voice responses, and other Outputs as described in Section 6.3, subject only to: (i) any Intellectual Property Rights or restrictions imposed by the Upstream Providers that contribute to Output generation, the terms applicable to which may flow through to limit certain uses of the Outputs; (ii) Impetrix’s license to retain and use Outputs as set forth in Section 13.4; and (iii) the Subscriber’s representations and warranties regarding lawful generation of Outputs;
(c) Account Data identifying the Subscriber and its Authorized Users, subject to the data handling provisions of Section 9; and
(d) Caller Personal Information processed in connection with the Subscriber’s AI Agents, with the Subscriber acting as Controller as described in Section 9.5, subject to all applicable privacy law obligations owed by the Subscriber to its callers.
The Subscriber acknowledges that ownership of Outputs is necessarily qualified by limitations inherent in generative artificial intelligence systems, including without limitation: (i) the possibility that an Output may be substantially similar or identical to an output generated for another user, given the probabilistic nature of large language model responses; (ii) the possibility that certain Output elements may not be copyrightable under applicable law (including, as of the Effective Date, the position of the U.S. Copyright Office that purely AI-generated works without sufficient human creative input may lack copyrightable subject matter); (iii) the possibility that an Output may incorporate, reflect, or be derived from elements of upstream training data over which neither the Subscriber nor Impetrix asserts ownership; and (iv) the possibility that an Output may infringe a third party’s Intellectual Property Rights, in which case the Subscriber bears responsibility for its use and dissemination of such Output as described in Sections 5.11 and 7 of this Agreement.
The Subscriber hereby grants to Impetrix, and the Subscriber’s acceptance of this Agreement and use of the Platform constitutes such grant, the following non-exclusive licenses:
A worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (solely to Upstream Providers, Integration providers, and other third parties as necessary to operate the Platform), transferable (solely in connection with a permitted assignment of this Agreement), perpetual-for-the-duration-of-the-Subscription-Term-and-the-applicable-post-termination-retention-period license to: (i) host, store, cache, reproduce, and back up Subscriber Content and Outputs on Impetrix’s and its Upstream Providers’ systems; (ii) crawl, index, parse, tokenize, embed, transform, vectorize, and otherwise process Subscriber Content and Outputs into formats necessary for AI Agent operation; (iii) transmit Subscriber Content and Outputs to Upstream Providers, Integration providers, and other third parties as described in Sections 5.3 and 8 of this Agreement; (iv) display Subscriber Content and Outputs to the Subscriber’s Authorized Users through the Platform’s interfaces; (v) use Subscriber Content and Outputs to generate further Outputs in response to caller interactions; (vi) maintain backups, redundant copies, audit logs, and compliance records of Subscriber Content and Outputs in accordance with the data-handling and retention provisions of Section 9; and (vii) otherwise process Subscriber Content and Outputs as necessary or appropriate to perform Impetrix’s obligations and exercise its rights under this Agreement.
A perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, prepare derivative works of, distribute, perform, and display anonymized, de-identified, and aggregated derivatives of Subscriber Content and Outputs for the purpose of: (i) operating, maintaining, securing, monitoring, debugging, and improving the Platform; (ii) developing new Impetrix products, features, services, and capabilities; (iii) compiling and publishing Usage Data as defined in Section 2.36; (iv) benchmarking the Platform against industry norms and competing offerings; (v) producing research, analytics, market intelligence, training datasets for internal Impetrix model improvement, and marketing materials; (vi) demonstrating Platform capabilities to prospective subscribers; and (vii) any other lawful business purpose, in each case operating only on data that has first been de-identified or aggregated in accordance with applicable privacy law such that it no longer identifies, and cannot reasonably be linked to, the Subscriber, any Account Owner, any Authorized User, or any individual caller. Until data has been so de-identified or aggregated, Impetrix processes Caller Personal Information solely as a service provider/processor for the limited purposes permitted under Section 9.5, and nothing in this Section 13.4(b) or Section 5.4 authorizes any use of identifiable Caller Personal Information beyond those Section 9.5 purposes.
The Subscriber hereby irrevocably assigns to Impetrix all right, title, and interest, including all Intellectual Property Rights and moral rights (to the maximum extent moral rights are waivable under applicable law), in and to all Feedback provided by the Subscriber to Impetrix at any time, regardless of the medium of communication. With respect to Feedback provided by any Authorized User, the Subscriber represents and warrants that it has secured, or shall secure, from each such Authorized User all rights necessary to effect the foregoing assignment, and the Subscriber hereby assigns such rights to Impetrix to the fullest extent the Subscriber is able; to the extent any such assignment of Authorized User Feedback is not effective, the Subscriber grants, and shall cause each Authorized User to grant, to Impetrix a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, exploit, and commercialize such Feedback without restriction or compensation. The Subscriber further:
(e) Waives, and shall cause its Authorized Users to waive, any and all moral rights, attribution rights, integrity rights, and analogous personal rights with respect to Feedback, to the maximum extent waivable under applicable law;
(f) Agrees that Impetrix may use, exploit, implement, adapt, sublicense, and commercialize Feedback without restriction, without compensation to the Subscriber or any Authorized User, and without attribution to the Subscriber or any Authorized User as the source of the Feedback;
(g) Agrees that no confidentiality obligation, non-disclosure agreement, or analogous restriction applies to Feedback, and that the submission of Feedback does not create any obligation on the part of Impetrix to maintain such Feedback in confidence, to adopt the suggestions contained therein, or to notify the Subscriber or any Authorized User if such suggestions are adopted, in whole or in part, into the Platform;
(h) Represents and warrants that the Subscriber has the authority to assign Feedback to Impetrix, that the Subscriber’s submission of Feedback does not infringe any third party’s Intellectual Property Rights, and that the Subscriber has not granted, and shall not grant, any conflicting license or assignment to any third party; and
(i) Acknowledges that the assignment of Feedback under this Section 13.5 is a material consideration in Impetrix’s willingness to receive and consider Feedback at all, and that without this assignment Impetrix would have no obligation to consider any Feedback submitted by the Subscriber.
Except as expressly authorized by this Section 13.6, the Subscriber shall not use, register, attempt to register, display, reproduce, or otherwise exploit any Impetrix Mark, including in any of the following circumstances:
• In any marketing material, advertising, press release, or other public communication, except as expressly permitted in this Section 13.6;
• As part of the Subscriber’s own trademark, service mark, trade name, business name, domain name, social media handle, or any other identifier;
• In a manner that creates a false or misleading impression of affiliation, sponsorship, endorsement, or partnership between the Subscriber and Impetrix;
• In any AI Agent voice persona, prompt configuration, or caller interaction that represents or implies that the AI Agent is operated by Impetrix rather than by the Subscriber;
• In any manner that disparages or otherwise reflects unfavorably on Impetrix, the Platform, or the Impetrix Marks; or
• In any registration of a domain name, social media account, or other digital identifier that incorporates or is confusingly similar to any Impetrix Mark.
The Subscriber is permitted to make truthful, factual, non-promotional references to Impetrix as a technology vendor used by the Subscriber in: (i) regulatory filings or disclosures required by applicable law; (ii) responses to direct inquiries from existing customers or counterparties that ask the identity of the Subscriber’s technology vendors; and (iii) internal communications within the Subscriber’s Organization. Any such permitted use shall not include the use of Impetrix logos, design marks, or other graphic elements, and shall not imply any Impetrix endorsement of the Subscriber. The Subscriber’s exceeded use of Impetrix Marks beyond this limited permission is a material breach of this Agreement and the Subscriber shall, upon notice from Impetrix, immediately cease such use.
Subject to the Subscriber’s right of objection set forth below, Impetrix may include the Subscriber’s name, logo, and a brief factual description of the Subscriber’s industry vertical or use case (without disclosure of any confidential business information of the Subscriber) in a list of representative customers displayed on the Impetrix website, in case studies, in sales decks, in investor materials, in marketing collateral, in conference presentations, and in analogous business development contexts. This limited identification right does not extend to: (i) any statement attributed to the Subscriber or any individual associated with the Subscriber that has not been expressly approved by the Subscriber in writing; (ii) the disclosure of any Subscriber-specific operational metrics, financial information, or business details beyond the high-level descriptions referenced above; or (iii) any use of the Subscriber’s identity that creates a false or misleading impression.
The Subscriber may, at any time, opt out of Impetrix’s use of the Subscriber’s name and logo under this Section 13.7 by sending a written objection to [email protected]. Upon receipt of such written objection, Impetrix will, within a commercially reasonable time, remove the Subscriber’s name and logo from then-prospective customer lists and use commercially reasonable efforts to remove or revise materials previously published; provided, however, that Impetrix shall not be obligated to retrieve, alter, or destroy materials already distributed to third parties (such as printed sales decks, archived web pages, conference recordings, or third-party investor materials), nor shall Impetrix be required to revise any historical statement that is or was true at the time of publication.
The Platform incorporates certain open-source software components used by Impetrix under the terms of their respective open-source licenses (collectively, the “Open Source Components”). The Open Source Components are not licensed to the Subscriber under this Agreement; rather, the Subscriber’s ability to use the Platform incorporates the Open Source Components subject to the terms of those components’ respective licenses. To the extent that any open-source license applicable to an Open Source Component conflicts with the proprietary license terms of this Agreement with respect to that specific Open Source Component, the terms of the applicable open-source license shall control to the minimum extent necessary to comply with such open-source license, but only with respect to that specific Open Source Component.
Upon written request to [email protected], Impetrix will provide the Subscriber with a list of material Open Source Components incorporated into the Platform, together with citations to the applicable open-source licenses. Impetrix is not obligated to provide the source code of any Open Source Component except where required by the applicable open-source license, and any such source code provision shall be governed exclusively by the terms of that license.
Except for the limited licenses expressly granted by this Agreement, no license, immunity, or other right is granted by either party to the other, whether by implication, estoppel, exhaustion, course of dealing, course of performance, or otherwise. All rights not expressly granted are reserved to the party owning the underlying Intellectual Property Rights. The Subscriber acknowledges that the limited nature of the licenses granted under this Agreement, and the explicit reservation of all unexpressed rights, are material terms reflecting the agreed allocation of intellectual property between the parties.
(a) Use Restriction. Each Receiving Party shall use the Disclosing Party's Confidential Information (as defined in Section 2.10) solely to exercise its rights and perform its obligations under this Agreement, and for no other purpose. Each Receiving Party shall protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, and in no event less than a reasonable degree of care.
(b) Non-Disclosure. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any third party, except to its employees, contractors, advisors, and (in Impetrix's case) Upstream Providers who have a need to know such information to perform under this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party remains responsible for any breach of this Section by such persons.
(c) Compelled Disclosure. If the Receiving Party is required by law, regulation, subpoena, or court order to disclose Confidential Information, it may do so to the minimum extent required, provided that, where legally permitted, it gives the Disclosing Party prompt prior written notice and reasonable cooperation to enable the Disclosing Party to seek a protective order, in accordance with Section 6.12.
(d) Return or Destruction. Upon the Disclosing Party's written request following termination or expiration of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information in its possession or control, except for: (i) copies retained in routine system backups pending ordinary-course deletion; and (ii) records required to be retained by applicable law or by the system-level retention provisions of Section 9.12, in each case which remain subject to the confidentiality obligations of this Section for so long as retained.
(e) Survival; Trade Secrets. The obligations of this Section survive termination of this Agreement for a period of three (3) years, except that with respect to any Confidential Information that constitutes a trade secret under applicable law (including the identities and configurations of Impetrix's Upstream Providers under Section 8.2), the obligations survive for so long as such information remains a trade secret.
(f) Equitable Relief. The Receiving Party acknowledges that breach of this Section may cause irreparable harm for which monetary damages are inadequate, and that the Disclosing Party is entitled to seek equitable relief in accordance with Section 19.16, in addition to any other remedy.
This Section 14 sets forth the warranty disclaimers, the limitations on the types and amounts of damages recoverable by the Subscriber, the specific carve-outs that exclude certain Subscriber claims from the protections of Section 14, and the affirmative acknowledgments by which the Subscriber accepts the allocation of risk reflected in this Agreement. Section 14 is a load-bearing component of the bargained-for exchange embodied in this Agreement and is conspicuously disclosed to the Subscriber at multiple points in the document, including the warning notice preceding this Section.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, THE SERVICES, THE IMPETRIX IP, ALL DELIVERABLES PROVIDED IN CONNECTION WITH CUSTOM ENGINEERING SERVICES, AND ALL OTHER PRODUCTS, FEATURES, MATERIALS, AND CONTENT MADE AVAILABLE BY IMPETRIX UNDER THIS AGREEMENT (COLLECTIVELY, THE “IMPETRIX OFFERINGS”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THE SUBSCRIBER’S USE OF THE IMPETRIX OFFERINGS IS AT THE SUBSCRIBER’S SOLE AND EXCLUSIVE RISK.
Without limiting the generality of the foregoing, Impetrix expressly disclaims, and the Subscriber expressly waives any reliance upon, all warranties, representations, conditions, and guarantees of any kind, whether express, implied, statutory, by custom, by usage of trade, by course of dealing, or otherwise, including without limitation:
• Merchantability. Any implied warranty of merchantability or that the Platform is of merchantable quality.
• Fitness for a Particular Purpose. Any implied warranty of fitness for a particular purpose, including any purpose specific to the Subscriber’s industry, business model, or use case, whether disclosed to Impetrix or not.
• Non-Infringement. Any implied warranty of non-infringement, except to the limited extent expressly set forth in Impetrix’s indemnification obligation under Section 15.5 of this Agreement.
• Accuracy and Completeness. Any warranty regarding the accuracy, completeness, currency, reliability, error-freeness, or correctness of any Output, transcript, summary, structured data, AI Agent response, or other information generated by or made available through the Platform.
• Uninterrupted Operation. Any warranty that the Platform will be uninterrupted, available at any specific time, timely, secure, free of errors, free of bugs, free of vulnerabilities, free of viruses or other harmful code, or available in any specific geographic location.
• Compatibility. Any warranty that the Platform will be compatible with the Subscriber’s existing systems, software, hardware, browsers, devices, networks, telecommunications carriers, third-party integrations not expressly supported, or business processes.
• Quiet Enjoyment. Any implied warranty of quiet enjoyment.
• Title. Any implied warranty of title, except as expressly set forth in the intellectual property allocations of Section 13.
• Trade Customary Warranties. Any warranty arising from a course of dealing, a course of performance, or usage of trade in any industry, including the SaaS, conversational AI, voice technology, telecommunications, or customer engagement industries.
Without limiting and in supplementation of Section 14.1, the Subscriber expressly acknowledges and agrees that:
• Probabilistic Generation. The Platform’s AI Agents generate responses, transcripts, summaries, structured Outputs, and other content through probabilistic large language model processing, which is inherently non-deterministic and may produce outputs that are factually incorrect, internally inconsistent, contextually inappropriate, or otherwise unsuitable for the Subscriber’s purposes.
• Hallucination Risk. AI-generated Outputs may contain so-called “hallucinations” - fabricated facts, references, citations, quotations, or other content presented as factual but having no basis in any underlying input data. The Subscriber accepts this risk as inherent to the use of generative artificial intelligence.
• Bias. AI-generated Outputs may reflect biases present in underlying training data, prompts, or model architectures, including but not limited to demographic, cultural, linguistic, ideological, and other biases. Impetrix does not warrant that Outputs are free of bias, and the Subscriber accepts responsibility for monitoring its AI Agents for bias in caller interactions.
• Misinterpretation of Caller Statements. AI Agents may misinterpret caller statements due to accent, dialect, background noise, speech impediment, language ambiguity, or other factors, and may generate Outputs that do not accurately reflect what the caller said or intended.
• Caller Manipulation. AI Agents may be manipulated by sophisticated callers using prompt injection, social engineering, or other adversarial techniques into producing Outputs that violate the Subscriber’s policies or applicable law. The Subscriber bears responsibility for hardening AI Agent configurations against such manipulation.
• Independent Verification Required. The Subscriber shall not rely on any AI-generated Output for any legal, financial, medical, safety-critical, contractual, regulatory-compliance, or other consequential decision without independent verification by a qualified human professional. Impetrix bears no liability for any consequence arising from the Subscriber’s reliance on AI-generated Outputs without such independent verification.
Without limiting and in supplementation of Section 14.1, the Subscriber acknowledges that, as established in Sections 8 and 9 of this Agreement:
• Impetrix makes no warranty regarding the performance, availability, security, accuracy, or any other characteristic of any Upstream Provider, Integration provider, Stripe, or other third party whose services are accessed through or in connection with the Platform;
• Failures, outages, security incidents, data losses, billing errors, or other shortcomings of any Upstream Provider or Integration provider are not breaches of any warranty by Impetrix and do not entitle the Subscriber to any refund, credit, compensation, or other remedy except as expressly stated elsewhere in this Agreement;
• The Subscriber’s independent contractual relationships with Integration providers are governed exclusively by those providers’ own terms of service, and any warranty or remedy available to the Subscriber with respect to those providers must be pursued directly with those providers; and
• Impetrix’s good-faith selection of Upstream Providers and good-faith maintenance of the Platform shall not be deemed to constitute or imply any warranty about the resulting Service quality.
Impetrix does not represent or warrant that the Subscriber’s use of the Platform, as configured by the Subscriber, will comply with any specific federal, state, local, or Canadian law, regulation, ordinance, industry standard, professional standard, contractual obligation owed by the Subscriber to a third party, or other legal requirement applicable to the Subscriber. The Subscriber bears sole and exclusive responsibility for determining the legal sufficiency of its Platform configuration and use, including without limitation:
• Compliance with TCPA, TSR, FCC rules, state telemarketing laws, and Canadian telecommunications law (see Section 4);
• Compliance with state and Canadian call recording consent laws (see Section 6);
• Compliance with privacy law applicable to caller data, including state privacy statutes and PIPEDA (see Section 9);
• Compliance with sector-specific regulation applicable to the Subscriber’s industry;
• Compliance with the Acceptable Use Policy in Section 7 and the operational restrictions throughout this Agreement;
• Determination of consumer-protection compliance with respect to the substance of AI Agent representations to callers; and
• All other applicable legal requirements not expressly described above.
The Subscriber expressly acknowledges and agrees that:
(j) The use of any cloud-based software-as-a-service offering involves inherent risks of unavailability, error, security incident, data loss, and other operational failure, and the Subscriber accepts these risks as inherent to its decision to use the Platform;
(k) The use of artificial intelligence in customer-facing applications involves additional risks beyond those of conventional software, including the risks described in Section 14.2 above, and the Subscriber accepts these AI-specific risks as a material consideration in choosing to deploy AI Agents;
(l) The Subscriber has had the opportunity to evaluate the Platform through Free Trial periods (where offered), short-duration Subscription Plans, and the Subscriber’s own internal testing and pilot deployments, and has made an independent business decision that the Platform’s capabilities and limitations are acceptable to the Subscriber;
(m) The Subscriber has obtained, or had the opportunity to obtain, qualified independent legal advice regarding the implications of this Agreement, including this Section 14, before accepting the Agreement;
(n) The pricing of the Platform reflects the limited warranties and limited liability provided to the Subscriber, and a Platform with broader warranties or higher liability caps would be commercially infeasible at the pricing levels established in this Agreement; and
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IMPETRIX, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, SUPPLIERS, OR UPSTREAM PROVIDERS BE LIABLE TO THE SUBSCRIBER, TO ANY AUTHORIZED USER, OR TO ANY THIRD PARTY, UNDER ANY LEGAL THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, INDEMNITY, OR OTHERWISE), FOR ANY:
• Indirect, Incidental, Special, Exemplary, or Punitive Damages, regardless of how characterized or labeled;
• Consequential Damages, including without limitation lost profits, lost revenue, lost business opportunity, loss of goodwill, loss of reputation, loss of expected savings, loss of business contracts, or any other commercial loss;
• Loss of Data, including loss, corruption, or unavailability of Subscriber Data, Caller Personal Information, call recordings, transcripts, Knowledge Base content, or any other data, including any cost of recovery, reconstruction, or restoration of such data;
• Business Interruption, including any inability of the Subscriber to conduct its business, serve its customers, or maintain its operations due to any unavailability or malfunction of the Platform;
• Cost of Substitute Services, including any premium paid by the Subscriber to obtain comparable services from another provider during any period of Platform unavailability;
• Regulatory Fines, Penalties, or Sanctions imposed on the Subscriber by any governmental authority, except where expressly covered by Impetrix’s indemnification obligation under Section 15.5;
• Third-Party Claims against the Subscriber by callers, customers, business partners, competitors, regulators, or any other third party arising from or related to the Subscriber’s use of the Platform, except where expressly covered by Impetrix’s indemnification obligation under Section 15.5;
• Reputational Harm, including any damage to the Subscriber’s brand, customer relationships, or public image arising from any malfunction, error, or limitation of the Platform; or
• Any Other Damages not specifically enumerated above that fall outside the scope of direct damages.
THE FOREGOING EXCLUSION OF DAMAGES APPLIES REGARDLESS OF WHETHER IMPETRIX HAS BEEN ADVISED OF, KNEW, OR REASONABLY SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER ANY LIMITED REMEDY IS FOUND TO FAIL OF ITS ESSENTIAL PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER (INCLUDING, IN THE CASE OF IMPETRIX, TO ALL AUTHORIZED USERS UNDER THE SUBSCRIBER'S ACCOUNT AND TO ALL THIRD PARTIES CLAIMING THROUGH OR ON BEHALF OF THE SUBSCRIBER) FOR ANY AND ALL DIRECT CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBSCRIBER'S USE OF THE PLATFORM, UNDER ANY LEGAL THEORY, SHALL NOT EXCEED THE FOLLOWING AMOUNT:
• The total Fees actually paid by the Subscriber to Impetrix under this Agreement during the twelve (12) months immediately preceding the first event giving rise to the claim; provided, however, that where the Subscriber has prepaid Subscription Fees for a Commitment Term of greater than one (1) month, the foregoing twelve-month measure shall be calculated to include the full amount of Subscription Fees actually paid by the Subscriber for the then-current Commitment Term, even if a portion of that Commitment Term extends beyond the twelve-month look-back period, so that the Liability Cap reflects the full consideration the Subscriber has committed for the current term. In no event shall the Liability Cap be less than the total Fees paid by the Subscriber during the three (3) months immediately preceding the first event giving rise to the claim.
The aggregate cap set forth in this Section 14.7 (the “Liability Cap”) applies cumulatively across all claims, all theories of liability, all damages categories, and all parties associated with the Subscriber. The Liability Cap is not a cap on each claim but rather a single, total, cumulative cap on all Impetrix’s exposure to the Subscriber-side under or related to this Agreement. Multiple claims brought by the Subscriber, multiple parties claiming through the Subscriber, or multiple legal theories asserted with respect to a single set of facts shall be aggregated for purposes of the Liability Cap and shall not entitle the Subscriber or such parties to exceed the Liability Cap in any cumulative or per-claim manner.
The Liability Cap shall apply notwithstanding the failure of any limited remedy of its essential purpose, notwithstanding any contention that the Liability Cap is unreasonably low in relation to actual damages, and notwithstanding any contention that Impetrix’s conduct constituted ordinary negligence.
The disclaimers in Sections 14.1 through 14.5 and the Liability Cap in Section 14.7 do not apply to, and shall not be construed to limit, the following narrowly-defined categories of liability, to the limited extent expressly stated:
• Death or Personal Injury Caused by Impetrix’s Negligence. To the extent applicable law in any jurisdiction prohibits the limitation of liability for death or personal injury caused by Impetrix’s negligence, the disclaimers and Liability Cap of this Section 14 shall be inapplicable solely to that category of liability and solely to the extent such limitation is prohibited.
• Fraud, Fraudulent Misrepresentation, and Willful Misconduct. To the extent applicable law prohibits the limitation of liability for fraud, fraudulent misrepresentation, or willful misconduct, the disclaimers and Liability Cap shall be inapplicable solely to such categories of liability and solely to the extent such limitation is prohibited.
• Impetrix’s Express Indemnification Obligations. The Liability Cap does not apply to Impetrix’s express indemnification obligation to the Subscriber under Section 15.5 of this Agreement, which is governed by its own scope and limitations as stated in Section 15.
• Matters Required by Mandatory Law. To the extent applicable mandatory law of any jurisdiction prohibits the limitation of any other specific category of liability, the disclaimers and Liability Cap shall be inapplicable solely to that category and solely to the minimum extent required by that mandatory law.
Except as expressly carved out above, the disclaimers and Liability Cap of this Section 14 apply to the maximum extent permitted by applicable law, including in cases of Impetrix’s ordinary negligence, breach of contract, breach of warranty (whether or not disclaimed), and breach of any other duty owed to the Subscriber.
Application to Indemnification. The Liability Cap in Section 14.7 applies to each party's direct liability to the other and does not apply to indemnification obligations under Section 15, which are governed by their own terms. The Subscriber's indemnification obligations under Sections 15.2 through 15.4 stand outside the Liability Cap because they are triggered exclusively by the Subscriber's own wrongful conduct, breach, or misuse of the Platform as specifically enumerated in those Sections - including, without limitation, the introduction of Protected Health Information in violation of Section 7.2, violations of telecommunications or call-recording-consent laws arising from the Subscriber's calling practices, infringement of third-party rights by Subscriber Content, fraud, and willful misconduct. Impetrix's indemnification obligation to the Subscriber under Section 15.5 is governed by the cap and carve-outs stated in that Section. This allocation reflects the parties' agreed division of risk: each party is responsible, without cap, for the consequences of its own wrongful conduct, while neither party bears uncapped direct liability for ordinary contract performance.
The disclaimers and limitations in this Section 14 are essential elements of the basis of the bargain between Impetrix and the Subscriber. The Subscriber acknowledges that, but for these disclaimers and limitations, Impetrix would not be able to offer the Platform at the prices specified in Section 10 of this Agreement, and that the Subscriber’s acceptance of these disclaimers and limitations is express consideration for Impetrix’s willingness to enter into the Agreement at those prices. The Subscriber agrees that this Section 14 shall be enforced to the maximum extent permitted by applicable law.
The Subscriber acknowledges that, except where applicable law prohibits the contractual shortening of statutory limitations periods, any claim, cause of action, demand, or proceeding by the Subscriber against Impetrix arising out of or in connection with this Agreement or the Subscriber’s use of the Platform must be commenced (whether by the filing of an arbitration demand under Section 16, the filing of a lawsuit, or otherwise) within one (1) year after the cause of action accrues, or such claim, cause of action, demand, or proceeding shall be permanently and forever barred; provided that, where applicable law prohibits the contractual shortening of the limitations period to one (1) year for a particular claim, the limitations period for that claim shall be the shortest period permitted by such applicable law. This contractually shortened limitations period is enforceable to the maximum extent permitted by Florida Statute § 95.03 and analogous statutes of other applicable jurisdictions, and the Subscriber expressly accepts this shortened limitations period as a material element of the bargained-for allocation of risk.
The disclaimers and limitations set forth in this Section 14 apply not only for the benefit of Gin Ventures LLC d/b/a Impetrix itself, but also for the benefit of all Impetrix Indemnitees as defined in Section 15.1, including without limitation Impetrix’s officers, directors, employees, contractors, agents, affiliates, subsidiaries, parent entities, licensors, suppliers, and Upstream Providers. Each such party is an intended third-party beneficiary of this Section 14 and may invoke the disclaimers and Liability Cap directly. The Subscriber’s waivers and acknowledgments in this Section 14 extend to and are enforceable by all such parties.
This Section 15 sets forth the parties’ mutual indemnification obligations, the procedures governing the assertion and defense of indemnifiable claims, the exclusive remedies available with respect to certain types of claims, and the survival of indemnification obligations after termination of this Agreement. The indemnification framework established by this Section 15 is a fundamental risk-allocation mechanism of this Agreement, working in conjunction with Section 7 (which establishes the categorical prohibitions and the immediate, automatic liability shift for PHI and analogous violations) and Section 14 (which limits Impetrix’s exposure to direct damages).
For purposes of this Section 15 and elsewhere throughout this Agreement, the following terms have the meanings ascribed to them in this Section 15.1, supplementing the definitions in Section 2:
• “Impetrix Indemnitees” means, collectively, Gin Ventures LLC, Gin Ventures LLC doing business as Impetrix, all of its present and future officers, directors, managers, members, equity holders, employees, contractors, consultants, agents, advisors, attorneys, affiliates, subsidiaries, parent entities, successors, assigns, licensors, suppliers, and Upstream Providers.
• “Subscriber Indemnitees” means, collectively, the Subscriber (in its capacity as a contracting party under this Agreement), the Subscriber’s officers, directors, employees, and agents acting within the scope of their authority on the Subscriber’s behalf.
• “Losses” means any and all claims, demands, suits, actions, proceedings, governmental or regulatory investigations or inquiries, regulatory enforcement actions, judgments, awards, settlements, fines, penalties, damages (including direct, indirect, consequential, special, exemplary, and punitive damages where awarded against an indemnified party), liabilities, losses, expenses, costs, attorneys’ fees, expert witness fees, court costs, costs of investigation, costs of compliance with regulatory directives, costs of breach notification, costs of credit monitoring, costs of remediation, and all other expenses of every nature whatsoever, whether or not involving a third-party claim.
• “Third-Party Claim” means any claim, demand, suit, action, proceeding, governmental or regulatory investigation, or inquiry asserted against an indemnified party by a person or entity that is not a party to this Agreement, including without limitation callers, end-customers, business partners, competitors, regulators, plaintiffs in class actions, Upstream Providers, and Integration providers.
The Subscriber shall defend, indemnify, and hold harmless the Impetrix Indemnitees from and against any and all Losses arising out of, resulting from, related to, or in any way connected with:
• Breach of Agreement. Any actual or alleged breach by the Subscriber of any provision, representation, warranty, covenant, or obligation under this Agreement, including any breach of Sections 1 through 13 and any obligation that survives termination.
• Acceptable Use Policy Violations. Any actual or alleged violation by the Subscriber, by any Authorized User, or by any other person operating under the Subscriber’s Account of the Acceptable Use Policy in Section 7, including without limitation the categorical prohibitions on PHI (Section 7.2), PCI data (Section 7.3), other regulated data categories (Section 7.4), the telecommunications compliance requirements (Sections 7.5 through 7.7), the conduct prohibitions (Sections 7.8 through 7.14), and the access, reverse engineering, resale, and crawl prohibitions (Sections 7.15 through 7.18).
• Telecommunications and Privacy Law Violations. Any actual or alleged violation by the Subscriber, by any Authorized User, or by any other person operating under the Subscriber’s Account of the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the CAN-SPAM Act, the Truth in Caller ID Act, the TRACED Act, any FCC regulation or order, any U.S. state telemarketing or call-recording consent law, any U.S. state privacy law (including without limitation the California Consumer Privacy Act as amended by the CPRA, the Florida Digital Bill of Rights, and analogous state statutes), any U.S. state wiretapping or eavesdropping statute, Canada’s Anti-Spam Legislation, the Personal Information Protection and Electronic Documents Act, the Quebec Act respecting the protection of personal information in the private sector (Law 25), or any other federal, state, or Canadian privacy or telecommunications statute.
• Call Recording and Biometric Privacy Claims. Any actual or alleged claim arising from the recording of any call handled through an AI Agent operated by or on behalf of the Subscriber, including without limitation claims under the federal Wiretap Act (18 U.S.C. §§ 2510–2523), the California Invasion of Privacy Act, the Florida Security of Communications Act, any other state wiretapping statute, the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act, the Washington biometric statute, the Canadian Criminal Code provisions governing interception of private communications, and any analogous statute.
• Subscriber Content and Knowledge Base Claims. Any actual or alleged claim that Subscriber Content (as defined in Section 13.1), including without limitation Knowledge Base content, manual prompt entries, uploaded documents, configuration parameters, or content crawled by the Knowledge Base Generation feature, infringes, misappropriates, or otherwise violates any third party’s Intellectual Property Rights, privacy rights, publicity rights, contractual rights, or other rights.
• Output Claims. Any actual or alleged claim by any third party (including without limitation any caller, customer of the Subscriber, or business counterparty) that any Output generated by an AI Agent operated by or on behalf of the Subscriber was inaccurate, deceptive, defamatory, misleading, unlawful, or otherwise injurious.
• Integration Claims. Any actual or alleged claim by any Integration provider or third party arising from the Subscriber’s authorization of the Platform to access any Integration account, the Subscriber’s use of any Integration, or the Subscriber’s delivery of caller-derived data through any Integration to third-party systems (including without limitation downstream use of caller data in CRM, advertising, e-commerce, or analogous platforms).
• Caller Personal Information and Privacy Compliance Claims. Any actual or alleged claim by any caller, regulatory authority, or other party arising from the Subscriber’s collection, use, retention, disclosure, transfer, or destruction of Caller Personal Information, including without limitation any claim that the Subscriber failed to provide required privacy notices, failed to obtain required consents, failed to honor caller privacy rights, failed to provide adequate breach notification, or otherwise failed in its capacity as Controller of Caller Personal Information under Section 9.5 of this Agreement.
• Legal Disclosure Capabilityand Digital Receipt Claims. Any actual or alleged claim arising from the Subscriber’s use, non-use, or configuration of the Legal Disclosure Capabilityfeature, including without limitation any claim that the disclosure played was legally insufficient, that the Digital Receipt was inadequate as evidence of consent, or that the Platform’s disclosure features misled the Subscriber as to its compliance posture, as further addressed in Section 4.3(c).
• Tax and Regulatory Claims. Any actual or alleged claim that the Subscriber failed to pay applicable taxes (as addressed in Section 10.12), failed to maintain required registrations (such as telemarketer registration in any state requiring it), failed to comply with any sector-specific regulatory regime applicable to the Subscriber, or failed to discharge any other regulatory obligation.
• Chargeback and Payment Dispute Claims. Any actual or alleged claim arising from the Subscriber’s initiation of any chargeback, payment dispute, or transaction reversal in violation of Section 10.7, including without limitation card-network assessments, chargeback fees, and Impetrix’s costs of response.
• Stored-Value and Money Transmission Claims. Any actual or alleged claim that the Wallet constitutes a regulated stored-value instrument, money transmission instrument, escheatable property, or analogous financial product, as addressed in Section 11.2.
• Authorized User and Account Activity Claims. Any actual or alleged claim arising from the conduct of any Authorized User operating under the Subscriber’s Account, any individual operating under credentials issued to the Subscriber’s Account, or any other activity attributable to the Subscriber’s Account, regardless of whether such activity was authorized by the Subscriber, in accordance with the responsibility allocation in Sections 3.5 and 1.7.
• Negligence, Willful Misconduct, and Other Wrongful Acts. Any actual or alleged negligence, recklessness, willful misconduct, fraud, or other wrongful act or omission of the Subscriber, any Authorized User, or any other person operating under the Subscriber’s Account.
Without limiting and in supplementation of the Subscriber’s general indemnification obligation in Section 15.2, and in reaffirmation of the liability shift established in Section 7.2(c), the Subscriber shall defend, indemnify, and hold harmless the Impetrix Indemnitees from and against any and all Losses arising out of, resulting from, related to, or in any way connected with: (i) any breach of the no-healthcare eligibility representation in Section 1.5 or Section 7.2(a); (ii) any Subscriber-Introduced PHI; (iii) any failure to comply with the configuration duties in Section 7.2(a-2); or (iv) any use, retention, or disclosure by the Subscriber of Incidental Health Information, in each case regardless of the technical pathway, regardless of the Subscriber's knowledge or intent, and regardless of whether discovered during the Subscription Term, after termination, by Impetrix, by the Subscriber, by a regulator, by a private plaintiff, or by any other party.
The Subscriber’s PHI indemnification obligation under this Section 15.3 includes, without limitation, full responsibility for:
• Any civil monetary penalty assessed by the U.S. Department of Health and Human Services Office for Civil Rights under HIPAA, including penalty tiers ranging from a few hundred dollars to over one million dollars per violation under the statutory penalty structure;
• Any criminal penalty assessed under 42 U.S.C. § 1320d-6, including imprisonment of the responsible individual at the Subscriber;
• Any U.S. State Attorney General enforcement action under HIPAA § 13410(e) or analogous state statutes;
• Any private right of action under any state health privacy statute, including those listed in Section 7.2(c) (the California Confidentiality of Medical Information Act, the Texas Medical Records Privacy Act, the Florida Information Protection Act, the New York SHIELD Act, the Washington My Health My Data Act, and any other state statute granting a private right of action for health data breaches);
• Any common law claim by an affected individual, including without limitation invasion of privacy, intentional infliction of emotional distress, negligence, and breach of contract;
• All costs of breach notification under HIPAA and applicable state breach notification statutes, including notification to the affected individuals, the Secretary of HHS, the media (in larger breaches), and state Attorneys General;
• All costs of mitigation, credit monitoring, identity theft protection, and other remediation services provided to affected individuals;
• All costs of forensic investigation, including engagement of qualified third-party investigators;
• All costs of regulatory cooperation, including responses to inquiries, document production, and corrective action plan implementation;
• All attorneys’ fees, expert witness costs, and litigation expenses incurred by Impetrix in defending against or resolving any PHI-related claim, including without limitation in the defense of the Impetrix Indemnitees, in the prosecution of any indemnification claim against the Subscriber, and in any negotiation, settlement, or alternative dispute resolution process; and
• Any reputational, business, or consequential harm sustained by Impetrix, including damage to Impetrix’s commercial relationships with Upstream Providers, customers, or business partners arising from the Subscriber’s submission of PHI.
This uncapped PHI indemnification obligation is an essential element of the bargained-for consideration for this Agreement and is the principal mechanism through which Impetrix is willing to offer the Platform without HIPAA-compliance posture and without executing a Business Associate Agreement. The Subscriber’s acceptance of this uncapped obligation is material to Impetrix’s willingness to enter into this Agreement at the pricing set forth in Section 10, and the obligation shall be enforced to the maximum extent permitted by applicable law without regard to any general limitation of liability or aggregate cap that might otherwise apply.
In addition to the PHI indemnification under Section 15.3, the Subscriber’s indemnification obligation shall be uncapped and not subject to the Liability Cap of Section 14.7 with respect to the following categories of Losses, which the parties have specifically negotiated to be uncapped due to the elevated risk profile of the underlying conduct:
• PCI Data Submission. Losses arising from any violation of the PCI data prohibition in Section 7.3, including assessments by card networks, forensic investigation costs, and third-party claims arising from cardholder data exposure.
• TCPA, TSR, and Class Action Telecommunications Claims. Losses arising from class actions, mass actions, or multi-plaintiff actions under the TCPA, the TSR, state telemarketing statutes, or Canadian telecommunications law, where statutory damages may be assessed per call or per recipient. The Subscriber accepts that such actions, by their nature, may generate exposure greatly exceeding the Liability Cap, and accepts uncapped indemnification responsibility consistent with the Subscriber’s status as the legal initiator of all calls under Section 4.11.
• Biometric Privacy Statutory Damages. Losses arising from claims under biometric privacy statutes that permit statutory damages with private rights of action (including the Illinois Biometric Information Privacy Act), where aggregate exposure across affected individuals may greatly exceed actual harm and may greatly exceed the Liability Cap.
• Criminal Wiretapping Defense. Losses arising from criminal investigations, prosecutions, or convictions under the federal Wiretap Act, the Canadian Criminal Code interception provisions, or any state criminal wiretapping statute arising from the Subscriber’s recording of calls without legally sufficient consent.
• Willful Misrepresentation by the Subscriber. Losses arising from any knowing or willful misrepresentation by the Subscriber to Impetrix, to callers, to regulators, or to third parties in connection with the Subscriber’s use of the Platform.
• Fraudulent or Criminal Conduct. Losses arising from the Subscriber’s fraudulent activity, scams, schemes, or any conduct that constitutes a violation of federal or state criminal law.
Impetrix shall defend, indemnify, and hold harmless the Subscriber Indemnitees from and against any and all Losses arising from a Third-Party Claim alleging that the Platform, as provided by Impetrix under this Agreement, infringes, misappropriates, or otherwise violates any United States patent, copyright, registered trademark, or trade secret right of a third party (an “Infringement Claim”), subject to the limitations and exclusions set forth in Section 15.6 below.
If an Infringement Claim is asserted or in Impetrix’s reasonable judgment is likely to be asserted, Impetrix may, at its sole option and expense: (a) procure for the Subscriber the right to continue using the Platform as provided under this Agreement; (b) modify the Platform to be non-infringing while preserving substantially equivalent functionality; (c) replace the affected element of the Platform with a non-infringing alternative providing substantially equivalent functionality; or (d) if none of the foregoing remedies is commercially reasonable, terminate this Agreement and refund to the Subscriber a pro-rated portion of any prepaid Subscription Fees corresponding to the unused portion of the then-current Commitment Term following such termination.
Impetrix’s aggregate liability under this Section 15.5, across all Infringement Claims arising during the term of this Agreement and the survival period thereafter, shall not exceed the Liability Cap set forth in Section 14.7, except where applicable mandatory law requires a higher cap. The remedies in this Section 15.5 are the Subscriber’s sole and exclusive remedies for any actual or alleged infringement of any third party’s Intellectual Property Rights by the Platform.
Impetrix shall defend, indemnify, and hold harmless the Subscriber Indemnitees from and against Losses arising from a Third-Party Claim to the extent caused by a breach of Caller Personal Information or Subscriber Data that results directly from Impetrix’s failure to maintain the safeguards described in Section 9.13, except to the extent the breach arises from the Subscriber’s own acts, omissions, credential mishandling, or violation of this Agreement. Impetrix’s aggregate liability under this Section 15.5A shall not exceed the Liability Cap set forth in Section 14.7.
Notwithstanding Section 15.5, Impetrix shall have no obligation to defend, indemnify, or hold harmless the Subscriber Indemnitees with respect to any Infringement Claim that arises out of or in connection with:
• The Subscriber’s use of the Platform in combination with software, hardware, data, services, or other materials not provided by Impetrix, where the alleged infringement would have been avoided but for such combination;
• The Subscriber’s modification, adaptation, or unauthorized derivative work of the Platform;
• Subscriber Content (as defined in Section 13.1), including without limitation any allegation that the Subscriber’s Knowledge Base content, manual prompt entries, uploaded materials, or other Inputs infringe any third party’s rights; in such cases the Subscriber’s indemnification obligation under Section 15.2 applies, not Impetrix’s indemnification under Section 15.5;
• Any Output generated by an AI Agent in response to Subscriber-supplied Inputs, where the alleged infringement arises from the content of the Subscriber’s Inputs or the manner in which the Subscriber configured the AI Agent;
• The Subscriber’s continued use of the Platform after Impetrix has provided notice of a potential Infringement Claim and offered a non-infringing alternative;
• Use of the Platform in violation of this Agreement, including without limitation in violation of the Acceptable Use Policy in Section 7;
• The Subscriber’s use of any Upstream Provider or Integration provider service that is not part of the core Platform offering, where the alleged infringement is attributable to the third party rather than to Impetrix; or
• Any claim alleging infringement of any patent, copyright, trademark, or trade secret right outside the United States.
The indemnification obligations under this Section 15 are subject to the following procedural requirements:
The party seeking indemnification (the “Indemnitee”) shall promptly notify the party obligated to indemnify (the “Indemnitor”) in writing of any Third-Party Claim for which indemnification is sought. The notice shall describe the claim in reasonable detail and include copies of all material correspondence and pleadings received in connection with the claim. A delay or failure by the Indemnitee to provide such notice shall not relieve the Indemnitor of its indemnification obligation, except to the extent the Indemnitor is materially prejudiced by such delay or failure.
The Indemnitor shall have the right, but not the obligation, to assume the defense of any indemnifiable Third-Party Claim with counsel of the Indemnitor’s choosing, subject to the Indemnitee’s right to approve such counsel, such approval not to be unreasonably withheld or delayed. If the Indemnitor elects to assume the defense, the Indemnitor shall, at its expense and using counsel reasonably acceptable to the Indemnitee, defend the claim through resolution by judgment, settlement, or dismissal.
The Indemnitee may participate in the defense of the claim with separate counsel at the Indemnitee’s expense, but the Indemnitor shall retain control of the defense and any settlement negotiations, subject to Section 15.7(d) below.
If the Indemnitor declines or fails to assume the defense within thirty (30) days of receiving notice of the claim, the Indemnitee may assume its own defense with counsel of its choosing, and the Indemnitor shall reimburse the Indemnitee for all reasonable defense costs (including attorneys’ fees, expert costs, and litigation expenses) incurred.
The Indemnitee shall provide the Indemnitor with reasonable cooperation in the defense of any indemnifiable claim, including without limitation by: (i) providing access to relevant records, documents, and information in the Indemnitee’s possession, custody, or control; (ii) making relevant personnel reasonably available for interviews, depositions, and trial testimony; (iii) executing necessary affidavits, declarations, and pleadings; and (iv) refraining from any action that would prejudice the Indemnitor’s defense, including without limitation any unauthorized communication with the third-party claimant or its counsel.
The Indemnitor may settle any indemnifiable claim on terms it deems appropriate, provided that no settlement shall: (i) include any admission of fault, wrongdoing, or liability by any Indemnitee without the affected Indemnitee’s prior written consent; (ii) impose any non-monetary obligation on any Indemnitee (including any injunction, agreement to refrain from any business activity, or requirement to issue any apology, retraction, or remedial communication) without the affected Indemnitee’s prior written consent; or (iii) fail to obtain a complete and unconditional release of the affected Indemnitee from the third-party claimant.
The Indemnitee shall not settle, compromise, or pay any amount in settlement of any indemnifiable claim without the Indemnitor’s prior written consent (such consent not to be unreasonably withheld), and any such unauthorized settlement shall not be subject to indemnification under this Section 15.
The indemnification obligation set forth in Section 15.5 is the Subscriber’s sole and exclusive remedy, and Impetrix’s sole and exclusive liability, with respect to any actual or alleged infringement of any third party’s Intellectual Property Rights by the Platform. The Subscriber waives any other right, claim, or remedy with respect to such infringement, whether based in contract, tort, statutory law, common law, or otherwise.
The Subscriber’s indemnification obligations under Sections 15.2 through 15.4 are absolute and without any right of contribution, offset, or proportional reduction. The Subscriber may not reduce its indemnification obligation by claiming that the indemnifiable Loss was caused in part by any act or omission of any Impetrix Indemnitee (other than the gross negligence or willful misconduct of Impetrix itself, and only to the extent such gross negligence or willful misconduct is established by clear and convincing evidence). The Subscriber may not seek contribution from Impetrix or from any Impetrix Indemnitee with respect to any matter for which the Subscriber bears indemnification responsibility, and the Subscriber waives any such right of contribution to the maximum extent permitted by applicable law.
The Subscriber’s indemnification obligations under Sections 15.2 through 15.4 are not subject to, and shall not be reduced by, the Liability Cap set forth in Section 14.7, the limitations on damages set forth in Section 14.6, or any other limitation of liability provision elsewhere in this Agreement, except where applicable mandatory law specifically requires such a limitation to apply notwithstanding the parties’ agreement to the contrary. The parties have specifically negotiated this allocation, and the Subscriber’s uncapped indemnification responsibility is a material element of the bargained-for consideration for this Agreement.
The indemnification obligations set forth in this Section 15 survive the termination, expiration, cancellation, or suspension of this Agreement and the closure of the Subscriber’s Account. Survival shall continue: (a) indefinitely with respect to the Subscriber’s indemnification obligations under Section 15.3 (PHI) and Section 15.4 (other uncapped categories), reflecting the long enforcement-tail nature of HIPAA, TCPA, and biometric privacy claims; and (b) for a period of three (3) years following termination, expiration, or cancellation of this Agreement with respect to other indemnification obligations, except where extended by the operation of any applicable statute of limitations.
The indemnification remedies set forth in this Section 15 are cumulative with, and not in lieu of, any other rights or remedies available to Impetrix under this Agreement, at law, or in equity. Impetrix’s exercise of any indemnification right does not preclude the exercise of any other right or remedy, including without limitation the Account suspension and termination rights under Sections 3.8 and 17, the chargeback remedies under Section 10.7, the AUP enforcement remedies under Section 7.19, the forfeiture of Wallet balances under Section 11.10, and the dispute resolution rights under Section 16.
This document contains Sections 16 and 17 of the Impetrix Terms of Service and constitutes a direct continuation of the Agreement between Gin Ventures LLC d/b/a Impetrix and the Subscriber. All defined terms used herein have the meanings ascribed to them in Section 2 of the Agreement unless the context expressly requires otherwise. These sections must be read together with Sections 1 through 15 and all subsequent sections of the Agreement as a single, integrated legal instrument.
This Section 16 establishes the substantive law governing this Agreement, the procedure by which disputes between the Subscriber and Impetrix must be resolved, the binding nature of arbitration as the exclusive forum for most claims, the limitations on class and collective proceedings, and the narrowly-defined exceptions under which the parties may seek judicial relief. This Section 16 is a fundamental allocation of procedural rights that has been bargained for between the parties and that materially affects the manner in which legal claims may be asserted, defended, and resolved.
This Agreement, all transactions arising under or in connection with this Agreement, the relationship between the parties created hereby, and all disputes, claims, controversies, demands, and causes of action arising out of or in any way related to this Agreement, the Platform, the Services, or the dealings between the parties (collectively, “Disputes”) shall be governed by, construed in accordance with, and enforced under the substantive laws of the State of Florida, United States of America, without giving effect to any conflict-of-laws principles, choice-of-laws rules, or doctrines that would result in the application of the laws of any other jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) is expressly excluded from this Agreement.
The Subscriber expressly acknowledges that the parties have selected Florida law because: (a) Impetrix is organized under the laws of the State of Florida and maintains its principal place of business in Florida; (b) Florida law provides a developed body of commercial, contract, technology, and arbitration jurisprudence appropriate for the resolution of Disputes; (c) Florida’s Revised Uniform Arbitration Code, Florida’s Uniform Commercial Code, Florida’s consumer protection laws, and Florida’s common law of contracts provide a comprehensive legal framework for this Agreement; and (d) the parties’ selection of Florida law constitutes part of the bargained-for allocation of risk and procedural framework of this Agreement, which the Subscriber accepts in consideration of the pricing and feature set offered by Impetrix.
The selection of Florida substantive law in this Section 16.1 does not displace or override the Federal Arbitration Act (FAA), 9 U.S.C. §§ 1 et seq., which governs the interpretation, enforceability, and procedural conduct of the arbitration provisions in this Section 16. To the extent any provision of Florida law would render this Section 16’s arbitration framework less enforceable than the FAA would, the FAA shall control.
Before initiating any formal Dispute resolution proceeding (whether arbitration, judicial action, or otherwise), the party intending to assert a Dispute (the “Claimant”) shall first provide written notice of the Dispute to the other party (the “Respondent”) and shall participate in good-faith informal resolution efforts as set forth in this Section 16.2. The purpose of this requirement is to encourage prompt, low-cost, and mutually beneficial resolution of disputes through direct communication before incurring the costs and burdens of formal proceedings.
The Claimant shall deliver a written Notice of Dispute (“Notice”) to the Respondent that includes: (i) the Claimant’s name, contact information (including email address, telephone number, and mailing address), and, if applicable, the email address associated with the Claimant’s Account; (ii) the name, telephone number, mailing address, and email address of the Claimant’s legal counsel, if any; (iii) a clear and detailed description of the nature of the Dispute, including the relevant facts, the legal basis for the claim, and the specific relief sought (including any monetary amount demanded); and (iv) supporting documentation reasonably available to the Claimant at the time of the Notice.
Notice to Impetrix shall be sent to [email protected], followed by a written copy delivered by certified mail or recognized overnight courier to the registered office of Gin Ventures LLC. Notice to the Subscriber shall be sent to the primary email address on file for the Subscriber’s Account, with a courtesy copy by certified mail to the Subscriber’s billing address if reasonably ascertainable.
Within forty-five (45) calendar days after the Respondent’s receipt of a properly-delivered Notice, the parties shall meet and confer in good faith, either in person, by telephone, or by videoconference, in a sincere attempt to resolve the Dispute (an “Informal Resolution Conference”). The Informal Resolution Conference may include exchanges of relevant documents, factual stipulations, and proposed terms of resolution. If a party is represented by counsel, the party’s counsel may participate in the Informal Resolution Conference, but the party itself shall also participate personally (or, in the case of an Organizational Subscriber, through a duly authorized representative with settlement authority).
The statute of limitations and any contractual limitations period applicable to the Dispute (including the one-year period under Section 14.11) shall be tolled during the period from the Respondent’s receipt of a properly-delivered Notice through the conclusion of the Informal Resolution Conference or sixty (60) calendar days after receipt of Notice, whichever is later. No party may initiate arbitration or any other formal proceeding regarding the Dispute prior to the expiration of this informal-resolution period, except to seek emergency injunctive relief as provided in Section 16.7.
If the Claimant fails to provide proper Notice and to participate in good faith in the Informal Resolution Conference, the arbitrator (or court, as applicable) shall, upon the Respondent’s motion, stay any subsequently filed arbitration or proceeding and shall order the Claimant to comply with the requirements of this Section 16.2. The Respondent shall be entitled to recover from the Claimant all reasonable costs and attorneys’ fees incurred in connection with the Claimant’s failure to comply with this informal-resolution requirement.
Following the conclusion of the informal-resolution period described in Section 16.2 without resolution of the Dispute, and except for the Disputes carved out under Section 16.7 of this Agreement, all Disputes between the Subscriber and Impetrix shall be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules (the “AAA Commercial Rules”), as supplemented and modified by the provisions of this Section 16. The arbitration shall be conducted by a single, neutral arbitrator selected in accordance with the AAA Commercial Rules. The arbitrator shall have exclusive authority to resolve all issues relating to the Dispute, including without limitation issues of arbitrability, scope, enforceability, validity, formation, and unconscionability of the arbitration agreement itself, except where applicable law reserves such issues exclusively to a court.
The arbitration proceedings shall be conducted in accordance with the following procedural framework:
• Venue. The arbitration shall be seated in Miami-Dade County, Florida, United States of America. The arbitrator shall determine the specific location of any in-person hearing (which may be held at the AAA’s Miami office, at another suitable location in Miami-Dade County, or remotely via videoconference, in the arbitrator’s discretion taking into account the parties’ convenience and any public-health considerations applicable at the time of hearing).
• Number of Arbitrators. A single arbitrator shall be appointed.
• Selection of Arbitrator. The arbitrator shall be selected pursuant to the AAA Commercial Rules’ procedures for arbitrator selection, with the parties having the right to participate in the selection process and to strike candidates in accordance with such rules. If the parties are unable to agree upon an arbitrator within thirty (30) calendar days after the commencement of the AAA selection process, the AAA shall appoint a qualified arbitrator with substantial experience in commercial, technology, and software-as-a-service disputes.
• Language. The arbitration shall be conducted in the English language. All pleadings, submissions, evidence, expert reports, and other materials shall be in English or accompanied by certified English translations.
• Discovery. Discovery shall be limited to that authorized under the AAA Commercial Rules, supplemented by the arbitrator’s discretion to permit limited additional discovery upon a showing of good cause. The parties recognize that streamlined discovery is a fundamental feature of commercial arbitration and shall conduct discovery in a manner consistent with the AAA Commercial Rules’ emphasis on efficiency.
• Hearing Format. The arbitrator shall determine the format of any hearing (in-person, telephonic, by videoconference, or by document submission), subject to Section 16.5 (Small-Dollar Disputes) below.
• Burden of Proof. The party asserting a claim or defense shall bear the burden of proof on such claim or defense by a preponderance of the evidence, except where applicable substantive law provides a different burden of proof.
• Reasoned Award. The arbitrator shall issue a written award setting forth the essential findings of fact and conclusions of law on which the award is based, sufficient to permit meaningful enforcement and any limited judicial review available under the FAA.
• Authority of Arbitrator. The arbitrator shall have the authority to grant any remedy or relief that a court of competent jurisdiction could grant under applicable law, except as expressly limited by this Agreement (including the limitations of liability in Section 14, the indemnification provisions in Section 15, and the prohibition on class-wide relief in Section 16.8). The arbitrator shall not have authority to: (i) order injunctive relief except as ancillary to a final award; (ii) modify the substantive terms of this Agreement; (iii) award damages in excess of the limitations set forth in Section 14; or (iv) consolidate or join claims of multiple claimants except as permitted by Section 16.10.
• Finality of Award. The award rendered by the arbitrator shall be final, binding, and conclusive on the parties, subject only to the limited grounds for judicial review available under the FAA.
• Confidentiality. Except as necessary for enforcement of an award, for response to a regulatory inquiry, or as otherwise required by law, the parties shall maintain the existence, content, and result of any arbitration in confidence. Submissions filed with the arbitrator, hearing transcripts, and any award shall be treated as Confidential Information of both parties under this Agreement.
For Disputes in which the total monetary amount at issue (combining the relief sought by the Claimant and any counterclaim by the Respondent) does not exceed ten thousand United States dollars ($10,000.00), the parties agree that the arbitration shall, unless the arbitrator determines otherwise upon written request of a party for good cause shown, be conducted on the basis of written submissions only, without an oral hearing or live testimony. Document-only arbitration proceedings shall:
(a) Be initiated by the Claimant’s submission of a written Statement of Claim setting forth the factual basis, legal theory, and requested relief, accompanied by supporting documentation;
(b) Permit the Respondent to file a written Statement of Defense within thirty (30) calendar days of receipt of the Statement of Claim, together with any supporting documentation;
(c) Permit the Claimant to file a written Reply within fifteen (15) calendar days of receipt of the Statement of Defense, limited to addressing matters raised in the Defense;
(d) Be resolved by the arbitrator on the basis of the written submissions, with the arbitrator issuing a written award within sixty (60) calendar days following the close of submissions; and
(e) Apply the AAA Commercial Rules’ Procedures for the Resolution of Disputes Through Document Submission, supplemented by the provisions of this Section 16.5.
The document-only arbitration framework is designed to provide an efficient, low-cost mechanism for resolving small-dollar Disputes consistent with the AAA’s policies on streamlined arbitration. Either party may request an oral hearing notwithstanding this Section 16.5 by submitting a written request demonstrating good cause; the arbitrator’s decision on such request shall be final.
Each party shall bear its own attorneys’ fees and costs of arbitration except as expressly otherwise provided in this Section 16.6 or in any award rendered by the arbitrator:
• Filing and Administrative Fees. Filing fees, administrative fees, and arbitrator compensation shall be allocated in accordance with the AAA Commercial Rules. For arbitrations in which the Subscriber is the Claimant and the amount in dispute does not exceed seventy-five thousand United States dollars ($75,000.00), Impetrix shall, at the Subscriber’s written request, pay the Subscriber’s portion of the AAA filing fees and arbitrator compensation, provided that the Subscriber’s claim is not frivolous, vexatious, or asserted in bad faith. The arbitrator shall determine the issue of frivolousness, vexatiousness, or bad faith at the close of the proceeding, and if the arbitrator finds the Subscriber’s claim to have been frivolous, vexatious, or asserted in bad faith, the Subscriber shall reimburse Impetrix for the fees so paid.
• Attorneys’ Fees. Each party shall pay its own attorneys’ fees in connection with the arbitration, except where: (i) the arbitrator awards attorneys’ fees pursuant to a fee-shifting statute applicable to the underlying claim; (ii) the arbitrator awards attorneys’ fees as a sanction for a party’s misconduct, frivolous claim, or vexatious litigation tactics; or (iii) this Agreement otherwise expressly entitles a party to recover attorneys’ fees (such as in connection with the Subscriber’s indemnification obligations under Section 15).
• Costs of Recovery. The prevailing party shall be entitled to recover its reasonable costs of enforcement of any arbitration award, including without limitation any attorneys’ fees, court costs, expert fees, and out-of-pocket expenses incurred in seeking judicial confirmation, recognition, or execution of the award.
Notwithstanding the foregoing provisions of this Section 16, the following categories of Disputes are excluded from the mandatory arbitration framework and may be pursued in a court of competent jurisdiction in accordance with Section 16.12:
• Intellectual Property Disputes. Any Dispute that arises from or relates to the actual or alleged infringement, misappropriation, dilution, or other violation of either party’s Intellectual Property Rights (including without limitation Disputes arising under the Impetrix IP provisions of Section 13, the Subscriber Content provisions of Section 5, or the trademark provisions of Section 13.6), where the claimant seeks injunctive, declaratory, or specific-performance relief in addition to or in lieu of monetary damages. The parties may, however, mutually agree to submit any such Dispute to arbitration if doing so would facilitate efficient resolution.
• Emergency Injunctive Relief. Any application for a temporary restraining order, preliminary injunction, or other interim equitable relief sought by either party to prevent imminent and irreparable harm pending the resolution of an underlying Dispute that may itself be subject to arbitration. Such an application may be made in the courts identified in Section 16.12 without triggering a waiver of the right to subsequently pursue the underlying Dispute in arbitration.
• Small Claims Court. Any Dispute that falls within the subject-matter and amount-in-controversy jurisdiction of the small claims court located in Miami-Dade County, Florida, may, at the Claimant’s election, be brought in such small claims court rather than in arbitration. A small claims action commenced in compliance with this carve-out does not waive the right to demand arbitration of related but separately-pleaded claims.
• Collection of Undisputed Amounts. Impetrix may pursue collection of any undisputed amounts owed by the Subscriber (including without limitation Subscription Fees, Wallet charges, Late Fees, and chargeback reimbursements) in a court of competent jurisdiction or before an arbitrator, at Impetrix’s election.
• Statutorily Excluded Claims. Any Dispute that may not lawfully be subject to a pre-dispute arbitration agreement under applicable federal or state statute, including without limitation: (i) claims of sexual assault or sexual harassment subject to the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (Pub. L. No. 117-90, 9 U.S.C. § 401 et seq.), at the Subscriber’s election; (ii) claims protected by the Servicemembers Civil Relief Act, 50 U.S.C. §§ 3901 et seq.; (iii) claims protected by federal or state whistleblower statutes; and (iv) any other claim for which mandatory pre-dispute arbitration is barred by applicable law. For any such Dispute, the Subscriber may elect, at its option, to proceed in arbitration in accordance with this Section 16 or in a court of competent jurisdiction in accordance with Section 16.12.
The Subscriber and Impetrix expressly agree that:
(f) The arbitrator shall not preside over any form of class arbitration, collective arbitration, representative arbitration, mass arbitration (except as provided in Section 16.10), or consolidated arbitration, regardless of whether the parties’ claims arise from the same or similar underlying facts;
(g) The arbitrator shall not have authority to certify any class, collective, or representative action, to combine the claims of multiple claimants into a single proceeding except as permitted by Section 16.10, or to award relief that benefits any person other than the individual claimant in the specific proceeding;
(h) Each party waives any right to act as a class representative, lead plaintiff, named plaintiff, opt-in or opt-out class member, or representative claimant in any class, collective, or representative proceeding involving the other party;
(i) The parties acknowledge that this class action waiver is a fundamental element of the parties’ agreement to arbitrate and reflects the parties’ understanding that bilateral, individual arbitration provides a fair, efficient, and adequate mechanism for resolving disputes between them; and
(j) The Subscriber acknowledges that the Subscriber has been informed of the class action waiver, has had the opportunity to consult with independent legal counsel regarding the waiver, and that the Subscriber’s acceptance of the waiver is knowing, voluntary, and informed.
The class action, collective action, and representative action waivers in Section 16.8 are intended to operate as standalone, independent provisions that shall not be merged with the broader agreement to arbitrate. Severability rules within this Section 16 operate as follows:
• Severability Within the Class Waiver. If a court or arbitrator determines that any specific subcomponent of the class action waiver in Section 16.8 is unenforceable as applied to a particular claim (for example, a determination that representative-action waivers cannot be enforced against a particular type of statutory claim), the unenforceable subcomponent shall be severed only with respect to the affected category of claims, and the remainder of Section 16.8 shall remain in full force and effect with respect to all other Disputes.
• Effect of an Unenforceable Class Waiver. No Class Arbitration Under Any Circumstance. The class action, collective action, and representative action waivers in Section 16.8 are an essential and non-severable part of the agreement to arbitrate, with the sole exception that the unenforceability of the waiver shall never expand the arbitrator's authority. Accordingly: (i) under no circumstances shall any arbitrator be authorized to conduct, certify, or preside over class-wide arbitration, collective arbitration, representative arbitration, or consolidated arbitration, and the parties have not consented to and expressly reject class arbitration in all events; (ii) if a court or arbitrator determines that the class action waiver in Section 16.8 is unenforceable as to a particular Dispute or category of claims, then only that particular Dispute or category of claims shall be severed from arbitration and shall proceed in the courts identified in Section 16.12, where it shall be litigated on an individual, non-class, non-representative basis to the maximum extent permitted by applicable law; and (iii) the severance of any such Dispute or category of claims under this provision shall NOT render the agreement to arbitrate in Sections 16.3 through 16.6 unenforceable as to any other Dispute or claim, and the agreement to arbitrate shall remain in full force as to all claims that may lawfully be arbitrated on an individual basis.
• Severability of the Arbitration Agreement Generally. Subject to the foregoing, if any other provision of this Section 16 (other than the class action waiver, which is governed by the special rules above) is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed by the arbitrator (or, where applicable, the court) to the extent necessary to render it enforceable while preserving its essential intent.
• Representative-Action and PAGA Severance. To the extent the Subscriber asserts a claim under the California Private Attorneys General Act (Cal. Lab. Code §§ 2698 et seq., "PAGA") or any analogous representative-action statute that, under applicable law as interpreted by controlling courts, may not be waived in its entirety by the class, collective, and representative action waiver in Section 16.8: (i) any individual claim that the Subscriber holds in its own right shall be resolved in individual arbitration under this Section 16; (ii) any portion of the claim brought in a representative capacity on behalf of other persons that may not lawfully be compelled to individual arbitration shall be severed from the arbitration and stayed pending the conclusion of the individual arbitration, after which the severed representative portion may proceed in a court of competent jurisdiction under Section 16.12; and (iii) notwithstanding Section 16.9's general rule regarding the effect of an unenforceable class action waiver, the severance of a representative or PAGA portion under this provision shall NOT render the agreement to arbitrate in Sections 16.3 through 16.6 unenforceable as to any other claim, shall NOT trigger the non-severability or "blow-up" effect described elsewhere in Section 16.9, and shall leave the agreement to arbitrate fully enforceable as to the Subscriber's individual claims. This Representative-Action and PAGA Severance provision controls over any inconsistent provision of Section 16.9 with respect to representative and PAGA claims.
Consistent with the AAA Mass Arbitration Rules, the Parties agree that a Process Arbitrator appointed by the AAA shall have authority to resolve threshold and administrative disputes arising in connection with a Mass Filing, including without limitation disputes concerning the AAA's administrative requirements, the satisfaction of filing requirements, the application of the AAA fee schedule, and whether Demands have been properly filed. The determinations of the Process Arbitrator on such matters shall be final and binding to the extent provided by the AAA Mass Arbitration Rules.
Consistent with the AAA Mass Arbitration Rules, the Parties agree to participate in good faith in the global mediation process administered by the AAA in connection with a Mass Filing, before a mediator appointed in accordance with those Rules, as a means of attempting the efficient resolution of the Demands. Participation in global mediation does not waive either Party's right to proceed to individual arbitration of any Demand not resolved through mediation.
Notwithstanding the coordinated administrative treatment of Mass Filings under the AAA Mass Arbitration Rules, each individual Demand shall be adjudicated on its own merits as an individual arbitration. Nothing in this Section 16.10 authorizes class arbitration, collective arbitration, or representative arbitration, and the class action waiver in Section 16.8 remains in full force with respect to every Demand within a Mass Filing.
To the extent permitted by and consistent with the AAA Mass Arbitration Rules, the Parties may, by mutual agreement or as directed by the AAA or the Process Arbitrator, employ bellwether proceedings and coordinated common-issue discovery to promote efficiency, provided that any such mechanism is administered within, and subordinate to, the AAA Mass Arbitration Rules and does not defer, condition, or restructure the AAA's prescribed fees.
In the event of any conflict between this Section 16.10 and the AAA Mass Arbitration Rules, the AAA Mass Arbitration Rules control, and any provision of this Section 16.10 that the AAA declines to administer shall be deemed severed solely to the extent of the AAA's declination, without affecting the enforceability of the Parties' agreement to arbitrate on an individual basis under the AAA Mass Arbitration Rules..
THE SUBSCRIBER AND IMPETRIX EACH KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SUBSCRIBER’S USE OF THE PLATFORM, OR ANY DISPUTE BETWEEN THE PARTIES, WHETHER IN ARBITRATION (WHERE NO JURY IS AVAILABLE IN ANY EVENT) OR IN ANY COURT PROCEEDING THAT MAY OCCUR DESPITE THE PARTIES’ AGREEMENT TO ARBITRATE. THIS JURY WAIVER APPLIES TO ALL CLAIMS, REGARDLESS OF LEGAL THEORY, INCLUDING CONTRACT, TORT, STATUTORY, AND EQUITABLE CLAIMS.
The Subscriber acknowledges that the right to a jury trial is a significant constitutional and statutory right, that the Subscriber has had the opportunity to consider this waiver and to consult with independent legal counsel regarding its effect, and that the Subscriber’s waiver is fully informed and knowing. This jury waiver is enforceable independent of the arbitration agreement, such that even if the arbitration agreement is held unenforceable with respect to any Dispute, the jury waiver shall remain in effect with respect to that Dispute.
For Disputes carved out from mandatory arbitration under Section 16.7, for proceedings to confirm or enforce an arbitration award, or for any other action that may properly be brought in court despite the arbitration agreement, the parties hereby:
• Agree to submit to the exclusive personal and subject-matter jurisdiction of: (i) the state courts of Miami-Dade County, Florida, including without limitation the Eleventh Judicial Circuit Court in and for Miami-Dade County, Florida; and (ii) the federal courts of the United States District Court for the Southern District of Florida, Miami Division, to the extent any such court has subject-matter jurisdiction over the proceeding;
• Waive any objection that either party may now or hereafter have to the laying of venue in such courts, including any objection based on forum non conveniens, inconvenient forum, lack of personal jurisdiction, or any analogous procedural ground;
• Agree that service of process in any action commenced under this Section 16.12 may be effected: (i) for Impetrix, by certified mail or recognized overnight courier to Gin Ventures LLC at its registered office and by email copy to [email protected]; and (ii) for the Subscriber, by certified mail or recognized overnight courier to the Subscriber’s billing address on file with Impetrix and by email copy to the primary email address on file for the Subscriber’s Account, with such service being effective on the date of receipt or, if receipt cannot be confirmed, on the third Business Day after dispatch by certified mail; and
• Agree that any judgment entered in connection with such an action shall be enforceable in any other jurisdiction in which the prevailing party may seek to enforce the judgment, consistent with the principles of full faith and credit and international comity.
The Federal Arbitration Act (FAA), 9 U.S.C. §§ 1 et seq., applies to and governs the interpretation and enforcement of the arbitration agreement set forth in this Section 16. The Subscriber acknowledges and agrees that the Subscriber’s use of the Platform involves interstate commerce within the meaning of the FAA, by virtue of: (i) the Platform’s availability across multiple U.S. states; (ii) the transmission of data across state lines as part of Platform operation; (iii) the involvement of Upstream Providers located in multiple U.S. states; (iv) the receipt of telephone calls originating from and terminating in multiple U.S. states; and (v) other interstate-commerce attributes inherent to the Platform’s operation. As a result, the FAA preempts any state-law rules of arbitration that would be inconsistent with the agreement to arbitrate set forth in this Section 16.
Notwithstanding any contrary provision of this Agreement and as previously set forth in Section 1.6, any modification by Impetrix to this Section 16 (other than a change to the email address or mailing address designated for Notice purposes) shall not apply to any Subscriber who provides Impetrix with written notice of rejection of the modification within thirty (30) calendar days of receiving notice of the change. Rejection of an arbitration modification under this Section 16.14 does not affect any other provision of this Agreement or the Subscriber’s right to continue using the Platform under the existing terms; it means only that the prior version of Section 16 as in effect immediately before the modification shall continue to govern any Dispute between the Subscriber and Impetrix that arose or that is commenced after the date of rejection. Rejection notices shall be sent to [email protected].
The Subscriber acknowledges that the laws of certain Canadian provinces (notably the Province of Quebec under the Consumer Protection Act, R.S.Q. c. P-40.1, and the Province of Ontario under the Consumer Protection Act, S.O. 2002, c. 30, Schedule A) may, in the case of certain consumer contracts, render mandatory pre-dispute arbitration provisions unenforceable. The provisions of this Section 16 are intended to apply to commercial (business-to-business) relationships, and the Subscriber represents that the Subscriber is engaged in a business or professional activity and is not a consumer for purposes of any applicable consumer protection statute.
If, notwithstanding the foregoing, a Canadian Subscriber is determined by a court of competent jurisdiction to be a consumer for purposes of an applicable Canadian provincial consumer protection statute, and that statute renders any portion of this Section 16 unenforceable against the Canadian Subscriber, the relevant unenforceable portion shall be deemed severed solely with respect to such Canadian Subscriber and solely with respect to claims for which the statute prohibits arbitration. In such case, the Canadian Subscriber’s Disputes may be brought in the courts of the Canadian Subscriber’s province of residence to the minimum extent required by the applicable statute. All other provisions of this Section 16 shall remain in full force and effect, including without limitation the governing law selection, the venue selection for non-arbitrable disputes, and the class action waiver to the maximum extent enforceable under the applicable Canadian law.
The Subscriber expressly acknowledges and agrees that:
(k) The Subscriber has had the opportunity to read and consider this Section 16 in its entirety before accepting this Agreement;
(l) The Subscriber has had the opportunity to consult with independent legal counsel regarding the implications of this Section 16, including the agreement to arbitrate, the class action waiver, the jury trial waiver, the venue selection, and the shortened limitations period;
(m) The Subscriber’s acceptance of this Agreement constitutes the Subscriber’s knowing, voluntary, and informed consent to all provisions of this Section 16;
(n) The Subscriber understands that, by accepting this Agreement, the Subscriber is giving up the right to have most Disputes resolved by a court, the right to a trial by jury, the right to participate in a class action, and the right to certain other procedural protections that might otherwise be available in court;
(o) The Subscriber understands that arbitration under this Section 16 is final and binding, with only narrow grounds for judicial review available under the FAA;
(p) The Subscriber accepts the trade-offs reflected in this Section 16, including the increased efficiency, cost-effectiveness, and confidentiality of arbitration in exchange for the limitations on traditional litigation procedures; and
(q) The Subscriber agrees to the provisions of this Section 16 as a material element of the bargained-for consideration for access to the Platform at the pricing set forth in this Agreement.
§ 17 TERM AND TERMINATION
This Section 17 establishes the term of this Agreement, the parties’ respective rights to terminate, the consequences of termination, the specific provisions that survive termination, and the procedures applicable to the wind-down of the contractual relationship. This Section 17 must be read together with Section 3.7 (Account Deletion), Section 3.8 (Suspension of Access), Sections 9.10, 9.11, and 9.12 (Active-Use Retention, Post-Termination Wind-Down, and System-Level Compliance Retention), Section 10 (Subscription Plans and Billing), Section 12 (Plan Changes, Proration, and Cancellation), Section 14 (Limitation of Liability), and Section 15 (Indemnification).
The term of this Agreement (the “Term”) commences upon the earliest of: (a) the Subscriber’s acceptance of this Agreement as described in Section 1.4; (b) the Subscriber’s creation of an Account; (c) the Subscriber’s initiation of a Free Trial; or (d) the Subscriber’s first payment of any Fee. The Term shall continue, subject to the Subscription Term and renewal mechanics established in Section 10, until terminated in accordance with this Section 17.
The Subscription Term and Commitment Term are operational concepts governing the billing cycle of the Subscriber’s active subscription, as defined in Section 10. The Term of this Agreement is distinct from the Subscription Term and may extend beyond the conclusion of any active Subscription Term to the extent that obligations under this Agreement (including without limitation indemnification obligations under Section 15, confidentiality obligations under any applicable confidentiality framework, intellectual property obligations under Section 13, and the dispute resolution framework under Section 16) survive in accordance with Section 17.10 of this Agreement.
The Subscriber may terminate this Agreement and cancel its Subscription at any time in accordance with the cancellation procedures and timing requirements set forth in Section 12 of this Agreement. The Subscriber’s termination of its Subscription does not, by itself, terminate this Agreement in its entirety with respect to obligations that survive termination, as further described in Section 17.10. The Subscriber may, separately, delete its Account in accordance with Section 3.7, with the data-handling consequences described therein and in Sections 9.10, 9.11, and 9.12.
The Subscriber’s termination, regardless of the reason or circumstance, does not entitle the Subscriber to a refund of any prepaid Subscription Fees, Wallet balances, Proration Credits, or other amounts paid, except as expressly provided in this Agreement (notably, the limited refund right under Section 15.5 in connection with certain Intellectual Property Infringement Claims and the discretionary convenience-termination refund under Section 17.4(b)).
Impetrix may terminate this Agreement, the Subscriber’s Subscription, and the Subscriber’s Account immediately and without prior notice or opportunity to cure (“Termination for Cause”), upon the occurrence of any one or more of the following:
• PHI Submission. Any actual or reasonably suspected submission, transmission, processing, storage, or disclosure of Protected Health Information through any capability of the Platform, in violation of the categorical prohibition in Section 7.2, regardless of intent, knowledge, or operational pathway.
• PCI Data Submission. Any actual or reasonably suspected submission of payment card industry data in violation of the categorical prohibition in Section 7.3.
• Other Prohibited Data Categories. Any actual or reasonably suspected submission of other regulated data categories prohibited by Section 7.4.
• Telecommunications Law Violations. Any actual or reasonably suspected violation by the Subscriber, by any Authorized User, or by any person operating under the Subscriber’s Account, of: (i) the Telephone Consumer Protection Act; (ii) the Telemarketing Sales Rule; (iii) any state telemarketing, robocall, or call-recording consent statute; or (iv) Canada’s Anti-Spam Legislation, the CRTC Unsolicited Telecommunications Rules, or PIPEDA, in each case where Impetrix reasonably believes the violation creates material legal or regulatory risk for Impetrix or for third parties.
• Fraud or Criminal Conduct. Any actual or reasonably suspected fraudulent activity, deceptive scheme, scam, criminal conduct, or unlawful use of the Platform by the Subscriber, by any Authorized User, or by any person operating under the Subscriber’s Account.
• Acceptable Use Policy Violations. Any actual or reasonably suspected violation of the Acceptable Use Policy in Section 7 that Impetrix, in its sole reasonable discretion, determines warrants immediate termination.
• Chargeback Misconduct. Initiation of any chargeback, payment dispute, or transaction reversal by the Subscriber in violation of Section 10.7.
• Continued Non-Payment. Failure to cure a Failed Payment within ten (10) Business Days as described in Section 10.9.
• Misrepresentation. Any material misrepresentation by the Subscriber in connection with the formation of this Agreement, including without limitation false eligibility representations under Section 1.5, false identity information, false billing information, or false representations regarding the Subscriber’s use case or industry.
• Insolvency. The Subscriber: (i) becoming insolvent, generally unable to pay its debts as they become due, or admitting in writing its inability to pay debts as they become due; (ii) making a general assignment for the benefit of creditors; (iii) filing or having filed against it any petition under any federal or state bankruptcy or insolvency law (where, in the case of an involuntary filing, the petition is not dismissed within sixty (60) days); (iv) appointing or having appointed a receiver, trustee, or custodian for the Subscriber or any substantial portion of its assets; or (v) ceasing to do business in the ordinary course.
• Material Breach. Any material breach of this Agreement by the Subscriber (other than a breach described in the immediate-termination categories above) that the Subscriber fails to cure within thirty (30) calendar days after Impetrix’s written notice describing the breach.
• Threat to Platform Integrity. Any conduct by the Subscriber, by any Authorized User, or by any person operating under the Subscriber’s Account that Impetrix, in its sole reasonable discretion, determines materially threatens the security, integrity, availability, or proper operation of the Platform for Impetrix or for other Subscribers.
• Upstream Provider Directive. Any actual or threatened directive from any Upstream Provider that requires Impetrix to terminate or suspend the Subscriber’s Account in order for Impetrix to maintain its commercial relationship with the Upstream Provider.
• Legal Compulsion. Any requirement under applicable law, regulation, court order, governmental directive, or administrative order that compels Impetrix to terminate the Subscriber’s Account or to cease providing Services to the Subscriber.
• Sanctions or Embargo. The Subscriber becoming located in, organized under the laws of, owned or controlled by persons located in or organized under the laws of, or otherwise subject to applicable U.S. or other sanctions, export-control, or embargo regimes.
Notwithstanding Section 17.3, Impetrix may terminate this Agreement, the Subscriber’s Subscription, and the Subscriber’s Account, in whole or in part, without cause and for any reason or no reason, upon at least thirty (30) calendar days’ advance written notice to the Subscriber via email to the primary email address on file (“Convenience Termination”). The following provisions apply to Convenience Termination:
• Notice Period. During the notice period, the Subscriber retains full access to the Platform under the terms of this Agreement and the Subscriber’s active Subscription Plan, subject to Impetrix’s right to immediately suspend or limit access if any of the for-cause termination triggers in Section 17.3 arise during the notice period.
• Pro-Rata Refund. Upon a Convenience Termination, Impetrix may, in its sole discretion, issue to the Subscriber a pro-rata refund of any prepaid Subscription Fees corresponding to the unused portion of the then-current Commitment Term following the effective date of termination, calculated on a daily basis. Such a refund is discretionary and not contractually required; the Subscriber acknowledges that Impetrix’s decision regarding whether to issue such a refund, and the amount thereof, is within Impetrix’s sole business judgment. Wallet balances and Proration Credits remain non-refundable in all events and are forfeited upon the effective date of termination.
• No Liability for Convenience Termination. Impetrix’s exercise of its Convenience Termination right shall not give rise to any claim by the Subscriber for breach of contract, breach of any implied covenant of good faith and fair dealing, tortious interference, or any other theory, except to the extent of any discretionary pro-rata refund that Impetrix elects to issue. The Subscriber’s sole remedy upon a Convenience Termination is to cease use of the Platform and to receive such discretionary refund, if any.
For the avoidance of doubt, this Section 17.5 is NOT a service-level agreement and creates no guarantee, warranty, or commitment regarding uptime, availability, latency, throughput, or any other performance metric, and entitles the Subscriber to no service credits of any kind. The Subscriber's sole and exclusive remedy for any failure of Platform availability or performance, however prolonged, is the limited termination-and-refund right expressly set forth in this Section 17.5, available only upon a qualifying fundamental failure of the core Services exceeding thirty (30) consecutive days as defined below, and subject to the limitations of liability in Section 14 .
The Subscriber may terminate this Agreement for cause in the event of a material breach by Impetrix that Impetrix fails to cure within thirty (30) calendar days after the Subscriber’s written notice describing the breach in reasonable detail and identifying the specific provision of this Agreement allegedly breached. A material breach by Impetrix, for purposes of this Section 17.5, is limited to: (i) a fundamental failure of Impetrix to provide the core Services for an extended and uninterrupted period exceeding thirty (30) consecutive days, where such failure is not attributable to the Subscriber’s own conduct or to a Force Majeure Event under Section 19.8. For the avoidance of doubt, a sustained core-Service failure exceeding thirty (30) consecutive days entitles the Subscriber to the Termination Refund regardless of whether the underlying cause is an Upstream Provider failure, since the Subscriber does not select Impetrix’s Upstream Providers; or (ii) any other breach expressly identified in this Agreement as giving rise to a Subscriber termination right.
The Subscriber's exercise of its right to terminate for cause under this Section 17.5 entitles the Subscriber to a pro-rata refund of prepaid Subscription Fees corresponding to the unused portion of the then-current Commitment Term following the effective date of termination, calculated on a daily basis (the "Termination Refund"). The Termination Refund is a contractual remedy independent of, and not subject to, the aggregate Liability Cap in Section 14.7, and the Subscriber's right to receive the Termination Refund upon a qualifying material breach by Impetrix shall not fail of its essential purpose. Wallet balances and Proration Credits remain non-refundable and are forfeited upon termination. Except for the Termination Refund, which is preserved as set forth above, the Subscriber's recovery for a material breach by Impetrix is subject to the limitations of liability in Section 14 and the indemnification provisions in Section 15, and the Termination Refund together with any recovery available within the carve-outs of Section 14.8 constitutes the Subscriber's sole and exclusive monetary remedy for a material breach by Impetrix.
Termination shall be effective as follows:
• Termination for Cause by Impetrix under Section 17.3. Immediately upon Impetrix’s notice of termination, unless Impetrix specifies a later effective date in the notice.
• Convenience Termination by Impetrix under Section 17.4. Thirty (30) calendar days after the date of Impetrix’s notice of termination, unless Impetrix specifies a later effective date or, with the Subscriber’s consent, an earlier effective date.
• Termination by the Subscriber under Section 17.2. At the conclusion of the then-current Commitment Term, in accordance with the cancellation procedures and timing requirements of Section 12.
• Termination by the Subscriber for Cause under Section 17.5. At the conclusion of the thirty (30) calendar day notice-and-cure period, unless Impetrix cures the alleged material breach within that period.
• Termination Arising from Insolvency. Immediately upon the occurrence of the insolvency event described in Section 17.3 (Insolvency), without need for additional notice.
Upon the effective date of termination, regardless of the cause or party initiating termination:
• Platform Access. The Subscriber’s access to the Platform shall cease, all login credentials shall be invalidated, all API keys shall be revoked, and all Authorized Users’ sublicenses shall terminate.
• AI Agent Deactivation. All AI Agents associated with the Subscriber’s Account shall be deactivated and rendered non-operational. Inbound Calls directed to phone numbers previously associated with the Subscriber’s Account shall no longer be answered by AI Agents and may be routed to a generic error message, terminated, or, where the Subscriber has so configured in advance and where Impetrix elects in its sole discretion to support such configuration, forwarded to a Live Transfer Phone Number for a limited period as described below.
• Reclamation and De-Provisioning of Telephony Assets. All telephony assets associated with the Subscriber’s Account - including without limitation phone numbers, telephony endpoints, communication nodes, routing identifiers, vanity numbers (where applicable), and analogous resources - shall be subject to the automated reclamation, recycling, and de-provisioning protocols of the Platform and its generalized telecommunications network ecosystem, which may operate continuously, on a scheduled basis, or in response to specific termination events, all as determined solely by Impetrix in its sole and exclusive discretion. The Subscriber expressly acknowledges and accepts that: (i) such telephony assets may be reclaimed immediately upon the effective date of termination, after any period determined by Impetrix’s internal operational protocols, or in any other manner consistent with the operational characteristics of the underlying telecommunications network ecosystem, none of which Impetrix owns, operates, controls, or warrants; (ii) reclaimed telephony assets may be reallocated, recycled, reassigned, or returned to the general telecommunications resource pool for use by other Subscribers, by third parties, or by other participants in the telecommunications network ecosystem, with no obligation to preserve, sequester, or buffer such assets for any specific period; (iii) Impetrix shall bear no liability whatsoever - to the Subscriber, to any successor, to any caller, to any business contact of the Subscriber, or to any other third party - for any consequence, business disruption, missed call, lost lead, brand-confusion harm, reputational impact, mistaken-identity event, or other harm of any kind arising from the reclamation, recycling, de-provisioning, reallocation, or post-termination use by any other party of any telephony asset previously associated with the Subscriber’s Account, regardless of whether such reclamation occurs immediately upon termination or thereafter; (iv) the Subscriber may, prior to or contemporaneously with termination, request the porting of one or more phone numbers to a different telecommunications service, subject to such fees, technical requirements, eligibility criteria, regulatory constraints, and timing constraints as may be applicable from time to time, and Impetrix does not warrant the Subscriber's ability to port any specific phone number, does not warrant any specific timeline for porting, and, except to the extent of any non-waivable number-portability right or obligation imposed by applicable law (including applicable Federal Communications Commission local number portability rules), bears no liability for any inability to port, any delay in porting, any technical complication arising in porting, or any consequence to the Subscriber arising therefrom; and (v) the reclamation, recycling, and de-provisioning of telephony assets is a structural characteristic of the Platform and of cloud-based telecommunications generally, and the Subscriber accepts this characteristic as a fundamental element of the consideration for this Agreement.
• Limited Call-Forwarding Grace Period. At Impetrix’s sole and exclusive discretion, and where consistent with the operational characteristics of the underlying telecommunications network ecosystem, Impetrix may offer the Subscriber a limited-duration call-forwarding grace period (typically not exceeding ten (10) calendar days) during which inbound calls directed to the Subscriber’s former Platform phone numbers may be forwarded to a Live Transfer Phone Number designated by the Subscriber. The provision of any such grace period is discretionary, non-contractual, may be modified or rescinded at any time, and is subject to such conditions and additional charges as Impetrix may specify. Impetrix bears no liability for any failure, interruption, or partial functionality of any call-forwarding grace period, and the Subscriber accepts that such a grace period, if provided, is an accommodation and not a contractual entitlement.
• Integration Disconnection. All Integrations connected to the Subscriber’s Account shall be disconnected, with authentication tokens revoked and Platform-side ability to access connected third-party accounts terminated. The Subscriber’s independent accounts with Integration providers are not affected by termination of this Agreement, but any workflows or automations that depended on the Platform shall cease functioning.
• Wallet Balance Forfeiture. Any remaining Wallet balance is treated as provided in Section 11.10. Outstanding Credits survive a Subscriber-initiated cancellation or a Convenience Termination by Impetrix for the Credit Survival Period described in Section 11.10, during which they remain redeemable against metered Platform usage; Credits are extinguished without refund, conversion, or compensation upon expiration of that Period, upon affirmative Account deletion under Section 3.7, or upon for-cause termination under Section 17.3.
• Proration Credit Forfeiture. Any unused Proration Credits are immediately and irrevocably forfeited in accordance with Section 12.4.
• Knowledge Base and Configuration Removal. Knowledge Base content, AI Agent configurations, prompt entries, and other non-call-derived Subscriber Content shall be removed from active production systems in accordance with the Post-Termination Wind-Down framework described in Section 9.11 and the system-level retention exceptions described in Section 9.12. All Voice Data, call recordings, transcripts, summaries, structured Outputs, and other call-derived data products are governed exclusively by the strict thirty (30) calendar day Platform Retention Window described in Section 2.30, Section 4.5, and Section 6 of this Agreement.
Termination of this Agreement does not relieve the Subscriber of any obligation that accrued prior to the effective date of termination or that survives termination in accordance with Section 17.10. Without limiting the foregoing, upon termination:
(r) All Fees accrued through the effective date of termination remain due and payable, including without limitation Subscription Fees, Wallet charges (to the extent not satisfied by Wallet balance), Late Fees, and any other amounts owed under this Agreement;
(s) In the case of Termination for Cause by Impetrix, any remaining Subscription Fees due through the end of the then-current Commitment Term shall become immediately due and payable, in accordance with the acceleration provisions of Section 10.7 (for chargeback-triggered terminations) or as otherwise applicable;
(t) The Subscriber shall promptly pay all amounts then due, and any failure to do so shall, in addition to the other consequences of non-payment under this Agreement, give rise to Impetrix’s right to pursue collection in accordance with Section 10.9 and applicable law;
(u) The Subscriber’s indemnification obligations under Section 15 (including the uncapped indemnification obligations under Sections 15.3 and 15.4) continue in accordance with their terms and survive termination indefinitely or for the period specified in Section 15.11;
(v) The Subscriber’s representations and warranties made under this Agreement continue to apply to all conduct of the Subscriber occurring during the Subscription Term, regardless of when such conduct is discovered or claims arising therefrom are asserted;
(w) The Subscriber shall, upon Impetrix’s reasonable request, cooperate with Impetrix in the resolution of any matter arising from the Subscriber’s use of the Platform during the Subscription Term, including without limitation by providing information, documents, and testimony in connection with any third-party claim, regulatory inquiry, or dispute; and
(x) The Subscriber shall not, after termination, hold itself out as a Impetrix customer, use any Impetrix Marks, or represent any ongoing relationship with Impetrix, except as expressly permitted under Section 13.6.
Upon termination, the data handling and retention provisions of Sections 3.7, 9.10, 9.11, and 9.12 of this Agreement shall apply, including without limitation:
• Subscriber-Facing Data. Active Subscriber-facing operational data shall be removed from the Platform, and the Subscriber’s access to such data shall cease.
• Strict Thirty-Day Platform Retention Window for Call-Derived Data. All Voice Data, call recordings, audio data, transcripts, automated summaries, structured Outputs, call metadata, and other call-derived data products are governed exclusively by the strict thirty (30) calendar day Platform Retention Window described in Section 2.30, Section 4.5, Section 6.2, Section 6.5, and Section 9.10 of this Agreement, and are not subject to any extended post-termination retention or wind-down window. Such call-derived data products are irretrievably purged on a rolling thirty (30) calendar day schedule measured from the date the underlying Inbound Call concluded, and may be purged earlier than thirty (30) days in Impetrix’s sole discretion without notice or liability. Voice Data residing on infrastructure operated by one or more Voice Infrastructure Partners is governed by the same Platform Retention Window.
• Post-Termination Wind-Down for Non-Call-Derived Account Data. Knowledge Base content, AI Agent configurations, integration tokens, and other non-call-derived Account-level operational data are subject to the Post-Termination Wind-Down framework described in Section 9.11, which provides for purge from active production systems within a wind-down period of up to sixty (60) calendar days following the effective date of termination, subject to Impetrix’s right to shorten that period or accelerate purge of any specific data category in its sole discretion.
• Pre-Termination Export Right. Subscribers wishing to export their data prior to termination are responsible for using the export capabilities made available through the Platform during the active Subscription Term, with full understanding that call-derived data is subject to the strict thirty (30) calendar day Platform Retention Window described above and may be purged earlier than thirty (30) days without notice. Impetrix is not obligated to provide post-termination data export services, and any such service offered by Impetrix following termination is at Impetrix’s sole discretion and may be subject to additional charges.
• System-Level Compliance Retention. The categories of data identified in Section 9.12 (including the primary account email address, billing records, Digital Receipts, AUP enforcement logs, compliance correspondence, and other system-level records) shall be retained indefinitely or for the period required by applicable law, as further described in that Section.
• Regulatory and Legal Hold. Any data subject to a legal hold imposed in connection with pending or threatened litigation, regulatory investigation, subpoena, or court order shall be retained for the duration required to comply with such legal obligation, notwithstanding any deletion request by the Subscriber and notwithstanding any Platform Retention Window or Post-Termination Wind-Down framework, in accordance with Section 6.12.
The following provisions of this Agreement, together with such other provisions as by their nature are intended to survive termination, shall survive the termination, expiration, or cancellation of this Agreement and shall remain enforceable in accordance with their terms:
• Section 1.5 (Eligibility Requirements) - with respect to representations made during the Subscription Term and ongoing eligibility-based obligations;
• Section 2 (Definitions) - to the extent necessary to interpret surviving provisions, including without limitation the definition of the Platform Retention Window in Section 2.30 and the Upstream Provider taxonomy in Section 2.36;
• Section 3.7 (Account Deletion; Data Purge Architecture) - including the system-level retention exceptions;
• Section 5.4 (License from Subscriber to Impetrix) - with respect to anonymized and aggregated derivatives and Usage Data;
• Section 5.12 (Subscriber’s Indemnification for Inputs and Outputs) - for the survival period applicable to indemnification under Section 15.11;
• Section 6.15 (Subscriber’s Indemnification for Recording Activities) - for the survival period applicable to indemnification under Section 15.11;
• Section 7 (Acceptable Use Policy and Prohibited Conduct) in its entirety - including all categorical prohibitions, the immediate liability shift for PHI violations, the enforcement authority of Impetrix, and the cooperation obligations;
• Section 8.19 (Subscriber’s Indemnification for Third-Party Service Use) - for the survival period applicable to indemnification under Section 15.11;
• Section 9 (Data Handling, Privacy, and Security) - in its entirety with respect to obligations governing post-termination data handling, including without limitation Sections 9.5 (Subscriber as Controller), 9.7 (PHI prohibitions), 9.8 (No Sale or Sharing), 9.10 (Active-Use Retention), 9.11 (Post-Termination Wind-Down for Non-Call-Derived Account Data), 9.12 (System-Level Compliance Retention), 9.13 (Security Measures applicable to retained data), and 9.15 (Breach Notification);
• Section 10.7 (Chargebacks and Acceleration) - including the Subscriber’s forbearance and acceleration obligations;
• Section 10.10 (Late Fees and Interest) - with respect to amounts unpaid at the time of termination;
• Section 10.12 (Taxes) - with respect to taxes accrued or assessed in connection with pre-termination payments;
• Section 11.2 (The Wallet Is Not a Regulated Stored-Value Instrument) - to support post-termination characterization of forfeited Wallet balances;
• Sections 11.9 through 11.12 (Wallet Forfeiture, Failed Auto-Refill, and Indemnification) - in support of the post-termination forfeiture and indemnification obligations;
• Section 12.4 (Restrictions on Proration Credits) - in support of the post-termination forfeiture of Proration Credits;
• Sections 12.13 through 12.15 (Custom Engineering Non-Refundability, IP, and Survival) - with respect to any Custom Engineering Services delivered prior to termination;
• Section 13 (Intellectual Property, Data Ownership, and Feedback) in its entirety - including the assignment of Feedback, the perpetual aggregation license, the Impetrix IP ownership, and the trademark restrictions;
• Section 14 (Disclaimers of Warranties and Limitation of Liability) in its entirety - including the AS IS disclaimer, the consequential damages waiver, the Liability Cap, the carve-outs, the one-year limitations period (Section 14.11), and the application to all Impetrix Indemnitees;
• Section 15 (Indemnification) in its entirety - with the dual-tier survival rule established in Section 15.11 (indefinite survival for PHI and other uncapped categories under Sections 15.3 and 15.4; three-year survival for other indemnification categories);
• Section 16 (Governing Law, Dispute Resolution, and Jurisdiction) in its entirety - including the agreement to arbitrate, the class action waiver, the jury trial waiver, the venue selection, the Mass Arbitration Procedures, and the Federal Arbitration Act application;
• This Section 17.10 itself, establishing the survival framework;
• Any Other Provision that by its nature is intended to survive the termination, expiration, or cancellation of this Agreement, including without limitation any provision establishing ongoing duties of confidentiality, accrued payment obligations, ongoing intellectual property allocations, ongoing data handling obligations, or any waiver or release of rights, regardless of whether such provision is expressly enumerated above.
The enumeration of surviving provisions in this Section 17.10 is intended to be comprehensive but is not exclusive. Any ambiguity regarding whether a provision survives shall be resolved in favor of survival where the provision protects against post-termination harm, allocates responsibility for pre-termination conduct, or otherwise reflects the parties’ bargained-for allocation of risk.
Impetrix’s acceptance of any late payment, late performance, or other late satisfaction of an obligation by the Subscriber shall not constitute a waiver by Impetrix of any right or remedy under this Agreement, shall not establish any course of dealing modifying the parties’ obligations, and shall not preclude Impetrix from enforcing the strict terms of this Agreement with respect to any subsequent breach or default. No waiver by Impetrix of any provision of this Agreement shall be effective unless reduced to writing and signed by an officer of Gin Ventures LLC with express written authority to bind the Company to such a waiver.
Where Impetrix suspends the Subscriber’s Account pursuant to Section 3.8 or any other provision of this Agreement pending a determination of whether to terminate, the Subscriber’s obligations under this Agreement continue in full force during the period of suspension, including without limitation: (i) the obligation to pay accrued and accruing Subscription Fees and other Fees through any period during which the Subscription remains active despite suspension of access; (ii) the obligation to comply with the Acceptable Use Policy in Section 7; (iii) the obligation to cooperate with any investigation under Section 7.20; and (iv) the indemnification obligations under Section 15. A suspension does not toll any contractual obligation of the Subscriber, except as expressly stated by Impetrix in connection with the suspension; provided, however, that the expiration and consumption of Wallet Credits are tolled during any period of temporary suspension in accordance with Section 11.10.
If, following a period of suspension, Impetrix determines not to terminate the Account and restores the Subscriber’s access, the Subscription Term resumes from the point of suspension, and no extension of the Commitment Term is granted on account of the suspension period. The Subscriber acknowledges that the suspension is a remedy reflecting the Subscriber’s alleged misconduct, that the Subscriber bears the risk of the suspension period being commercially unproductive, and that Impetrix shall have no liability to the Subscriber for any business consequence of a good-faith suspension.
This document contains Section 18 of the Impetrix Terms of Service and constitutes a direct continuation of the Agreement between Gin Ventures LLC d/b/a Impetrix and the Subscriber. All defined terms used herein have the meanings ascribed to them in Section 2 of the Agreement unless the context expressly requires otherwise. This Section 18 must be read together with Sections 1 through 17 and any subsequent sections of the Agreement as a single, integrated legal instrument. This Section 18 governs the procedures by which this Agreement may be modified, the mechanisms by which the Subscriber receives notice of and accepts (or rejects) modifications, the limits on retroactive application of modifications, the special protections applicable to material modifications, and the integration of this Agreement’s modification framework with the Subscriber’s right to reject arbitration modifications under Section 1.6 and Section 16.14.
This Section 18 establishes the framework governing modifications to this Agreement, including the categories of modifications Impetrix may make, the notice procedures applicable to different categories of modifications, the effective date of modifications, the Subscriber’s rights to accept or reject specific modifications, the consequences of acceptance or rejection, and the integration of modification rights with other provisions of this Agreement.
Impetrix expressly reserves the unilateral right to modify, amend, restate, supplement, replace, or otherwise alter any or all provisions of this Agreement (each, a “Modification”) at any time during the Term, in Impetrix’s sole and reasonable business judgment, subject only to the notice and effective-date procedures set forth in this Section 18 and the Subscriber’s rejection rights set forth in Section 18.6 and Section 18.7. The Subscriber expressly acknowledges and agrees that:
(a) The right to modify this Agreement is a fundamental feature of the cloud-based, software-as-a-service nature of the Platform, reflecting the practical reality that Impetrix must be able to adapt this Agreement to: (i) changes in applicable law, regulation, and judicial interpretation; (ii) changes in the technological capabilities and operational characteristics of the Platform; (iii) changes in the terms imposed on Impetrix by its Upstream Providers; (iv) changes in industry practice, best practices, and regulatory guidance; (v) changes in commercial conditions affecting Impetrix’s business; (vi) the introduction of new features, capabilities, integrations, or service offerings; (vii) the discontinuation of features, capabilities, integrations, or service offerings; and (viii) such other circumstances as may reasonably warrant adjustment of the parties’ contractual relationship;
(b) The Subscriber’s acceptance of this Agreement, as described in Section 1.4, includes the Subscriber’s acceptance of Impetrix’s right to make Modifications in accordance with this Section 18 from time to time;
(c) The Subscriber’s continued access to or use of the Platform following the effective date of any Modification constitutes the Subscriber’s knowing, voluntary, and informed acceptance of the Modified Agreement, with the same binding effect as the Subscriber’s original acceptance under Section 1.4;
(d) The Subscriber’s sole and exclusive remedy with respect to any Modification to which the Subscriber objects is to: (i) reject the Modification pursuant to the specific rejection rights enumerated in Section 18.6 and Section 18.7, where such rights apply; or (ii) cease using the Platform and cancel the Subscription in accordance with Section 12, subject to the non-refundability and cancellation timing requirements of Section 10 and Section 12;
(e) The Modification framework set forth in this Section 18 is consistent with industry practice in the software-as-a-service, conversational AI, and cloud computing industries, and reflects the bargained-for allocation of contractual flexibility between the parties; and
(f) No Modification by Impetrix shall retroactively alter the Subscriber’s rights or obligations with respect to conduct that occurred prior to the effective date of the Modification, except as expressly stated in Section 18.5 of this Agreement.
For purposes of determining the notice procedures applicable to a particular Modification, Impetrix may, in its reasonable business judgment, classify each Modification into one of the following three categories. The classification of a Modification is made by Impetrix at the time the Modification is announced and is not subject to dispute by the Subscriber, except that the Subscriber may assert in good faith, through the Informal Dispute Resolution procedure in Section 16.2, that Impetrix has miscategorized a Modification in a manner that materially prejudices the Subscriber’s rights under this Section 18:
“Ordinary Modifications” are Modifications that, in Impetrix’s reasonable judgment, do not materially and adversely alter the Subscriber’s substantive rights or obligations under this Agreement. Ordinary Modifications include, without limitation:
• Clarifications, refinements, or non-substantive rewordings of existing provisions;
• Corrections of typographical errors, cross-reference errors, or formatting inconsistencies;
• Updates to capitalization, punctuation, headings, numbering schemes, defined-term references, and other structural elements;
• Updates to contact addresses (email, mailing address) used for notice, billing, support, or analogous purposes;
• Additions of new defined terms that supplement (without contradicting) existing definitions;
• Documentation of features, capabilities, or operational characteristics that already exist in the Platform but were not previously addressed in this Agreement;
• Modifications that are required by applicable law, regulation, judicial order, or governmental directive and that, by their nature, are not subject to commercial negotiation;
• Modifications that affirmatively benefit the Subscriber (such as expanded rights, additional protections, expanded refund eligibility, longer notice periods, or reduced obligations) and that do not impose any new material burden on the Subscriber;
• Modifications that reflect the addition of new features, capabilities, integrations, or pricing tiers offered on a separately-opt-in basis, where the existing Subscriber may continue using the Platform without electing the new feature;
• Modifications to the appearance, organization, or presentation of this Agreement that do not alter substantive meaning; and
• Such other Modifications as Impetrix reasonably determines, in good faith, do not materially and adversely alter the Subscriber’s substantive rights or obligations.
Ordinary Modifications shall become effective upon publication of the Modified Agreement at Impetrix.ai/terms, without any notice requirement beyond the publication itself. The “Last Updated” date displayed in this Agreement shall be updated to reflect the date of any Ordinary Modification, but no email, in-Platform, or other affirmative notification to the Subscriber is required for Ordinary Modifications.
“Material Modifications” are Modifications that, in Impetrix’s reasonable judgment, materially and adversely alter the Subscriber’s substantive rights or obligations under this Agreement. Material Modifications include, without limitation:
• Changes to the pricing of any Subscription Plan tier, any Commitment Term, any usage-based charge, or any other Fee under this Agreement (subject also to the price-change notice provisions of Section 10.11);
• Material expansion of the Subscriber’s indemnification obligations under Section 15 beyond the categories already specified;
• Material contraction of Impetrix’s indemnification obligations under Section 15.5 beyond what is already specified;
• Material reduction of the Liability Cap under Section 14.7;
• Material narrowing of the carve-outs to the Liability Cap under Section 14.8 that benefit the Subscriber;
• Material changes to the data handling, retention, security, or privacy provisions of Section 9 that materially reduce protections previously available to the Subscriber or to Caller Personal Information;
• Material changes to the Acceptable Use Policy in Section 7 that materially expand the Subscriber’s prohibited conduct or materially increase enforcement penalties;
• Material changes to the categories of data the Subscriber is prohibited from submitting (such as the PHI prohibition in Section 7.2 or the PCI prohibition in Section 7.3), to the extent such changes materially expand the prohibition;
• Material changes to the arbitration framework in Section 16 (subject to the special opt-out right in Section 18.7);
• Material changes to the survival provisions of Section 17.10;
• Material changes to the auto-renewal mechanics in Section 10.4;
• Material changes to the cancellation procedures in Section 12;
• Material changes to the Wallet operation, including the categories of charges drawn from the Wallet, the rules governing Wallet refunds (or the lack thereof), and the Auto-Refill mechanics; and
• Such other Modifications as Impetrix reasonably determines, in good faith, materially and adversely alter the Subscriber’s substantive rights or obligations.
Material Modifications shall be effective only following the notice procedure set forth in Section 18.3 below.
Notwithstanding the foregoing classifications, Impetrix may make any Modification required by: (i) applicable law, regulation, judicial order, executive order, administrative directive, or other governmental compulsion; (ii) the binding directive of any Upstream Provider where compliance is necessary for Impetrix to maintain its commercial relationship with that Upstream Provider; or (iii) any consent decree, settlement, or other binding resolution to which Impetrix is a party. Such Modifications shall become effective on the date specified by the underlying legal or contractual obligation, even if such effective date does not comply with the notice periods that would otherwise apply to Material Modifications under Section 18.3. Impetrix shall use commercially reasonable efforts to notify Subscribers of such Modifications promptly upon their effectiveness, but the Subscriber acknowledges that the timing of such notification is necessarily subject to the urgency and confidentiality requirements of the underlying legal or contractual obligation.
For each Material Modification, Impetrix shall provide written notice to Subscribers in accordance with the following procedures, designed to give the Subscriber a meaningful opportunity to review the Modification, evaluate its impact, and exercise the rejection rights described in Section 18.6 or Section 18.7 where applicable:
Notice of a Material Modification shall be delivered through one or more of the following channels, in Impetrix’s sole discretion based on the nature of the Modification:
• Email Notification. An email notification sent to the primary email address on file for each affected Subscriber’s Account, with subject line that clearly identifies the message as a notification of a Modification to the Terms of Service (such as “Important: Changes to Your Impetrix Terms of Service” or analogous identifier);
• In-Platform Notification. A conspicuous in-Platform notification or banner displayed to the Subscriber upon login to the Platform, persisting until acknowledged or until the effective date of the Modification, whichever comes first;
• Pricing Page Update. For Modifications affecting Subscription Plan pricing, tier features, or commercial terms displayed on the pricing page, conspicuous update of the Impetrix.ai/pricing page; or
• Direct Account Outreach. For Enterprise-tier Subscribers or other Subscribers operating under custom commercial arrangements, direct outreach by Impetrix’s account management personnel, as appropriate.
Where multiple delivery channels are used in connection with the same Modification, the notice shall be deemed delivered on the earliest date on which any of the channels effects delivery. Impetrix’s use of any one of the foregoing channels is sufficient for purposes of this Section 18.3, and the Subscriber’s failure to receive a notification through any specific channel (for reasons including without limitation email delivery failures, spam filtering, outdated email addresses, blocked in-Platform notifications, or compromised email accounts) shall not invalidate the notice or relieve the Subscriber of the consequences of the Modification, provided Impetrix delivered the notification through at least one channel reasonably designed to reach Subscribers.
Notice of a Material Modification shall be delivered no fewer than thirty (30) calendar days before the effective date of the Modification, except: (i) where Section 18.2(c) (Modifications Required by Law or Upstream Provider Directive) applies and a shorter effective period is mandated by the underlying legal or contractual obligation; (ii) for Modifications that affirmatively benefit the Subscriber, which may be made effective immediately or on such shorter notice as Impetrix may determine; (iii) for pricing changes governed by the differentiated notice schedule in Section 10.11; or (iv) where the Subscriber expressly consents in writing to a shorter notice period.
The effective date of a Material Modification (the “Modification Effective Date”) shall be the date specified in the notice, which shall be no earlier than thirty (30) calendar days after the date of delivery of the notice (subject to the exceptions above). The Modified Agreement shall apply to all Platform access and use from the Modification Effective Date forward, including all transactions, billing cycles, and conduct of the Subscriber occurring on or after that date.
Each notice of a Material Modification shall include, at minimum: (i) a clear identification that the communication is a notice of a Modification to the Terms of Service; (ii) the proposed Modification Effective Date; (iii) a high-level description of the Modification, with attention to any provisions that materially and adversely affect the Subscriber’s rights or obligations; (iv) a link to the full text of the Modified Agreement as it will read on the Modification Effective Date; (v) instructions for the Subscriber regarding how to: (A) accept the Modification by continuing to use the Platform after the Modification Effective Date; (B) reject the Modification, where the Subscriber has rejection rights under Section 18.6 or Section 18.7; or (C) cancel the Subscription in accordance with Section 12; and (vi) a designated contact for Subscriber questions regarding the Modification.
The Subscriber’s continued access to or use of the Platform on or after the Modification Effective Date constitutes the Subscriber’s knowing, voluntary, affirmative, and binding acceptance of the Modified Agreement, including all Modifications then in effect. Such continued use establishes the Subscriber’s assent with the same binding effect as the Subscriber’s original acceptance under Section 1.4 of this Agreement, and the Subscriber expressly waives any subsequent argument that the Subscriber did not know about, did not understand, or did not agree to the Modification.
Without limiting the foregoing, the following actions by the Subscriber on or after the Modification Effective Date each independently constitute acceptance of the Modified Agreement: (a) logging into the Platform dashboard; (b) operating any AI Agent through the Platform; (c) configuring, adjusting, or interacting with any Platform feature; (d) authorizing any payment or top-up; (e) submitting Inputs or Knowledge Base content; (f) connecting or maintaining any Integration; (g) receiving any Inbound Call routed through the Platform; (h) accessing any API; or (i) engaging in any other activity within the Platform interface.
Except as expressly provided otherwise in this Section 18.5, Modifications shall apply prospectively only, from and after the Modification Effective Date. Modifications shall not:
(g) Alter the Subscriber’s vested contractual rights or accrued contractual obligations with respect to conduct, transactions, billing cycles, or other matters that occurred prior to the Modification Effective Date;
(h) Increase the Subscriber’s liability with respect to pre-Modification conduct, including by introducing new indemnification categories or by retroactively expanding existing indemnification categories;
(i) Reduce Impetrix’s indemnification obligations with respect to claims arising from pre-Modification conduct; or
(j) Retroactively alter the rules governing pre-Modification refunds, credits, Wallet balances, or Proration Credits.
Notwithstanding the foregoing, the following limited categories of Modifications may apply to claims, conduct, or matters that occurred prior to the Modification Effective Date, on the basis that such Modifications affect procedural rather than substantive rights and do not unfairly prejudice the Subscriber:
• Modifications to the procedural framework for dispute resolution (such as updates to the AAA Commercial Rules version, updates to the AAA filing procedures, or updates to the notice addresses for service of process), provided that the substantive provisions of Section 16 (governing law, agreement to arbitrate, class action waiver, jury waiver, venue selection) remain effective at the time of the Subscriber’s original acceptance with respect to the Dispute in question;
• Modifications to the data handling, retention, security, and privacy provisions of Section 9 that are intended to enhance protection of Subscriber Data or Caller Personal Information, where retroactive application benefits the Subscriber and protected individuals;
• Modifications to procedural notice addresses, contact email addresses, and similar administrative details; and
• Modifications that the Subscriber expressly consents to apply retroactively, in writing.
For any Material Modification, the Subscriber retains the right to reject the Modification by canceling the Subscription in accordance with Section 12 of this Agreement. The Subscriber’s rejection of a Material Modification is exercised by:
(k) Submitting a cancellation request through the Platform’s Subscription management interface or by emailing [email protected] from the primary email address on file for the Subscriber’s Account, in either case prior to the Modification Effective Date;
(l) Including in the cancellation request a clear statement that the Subscriber is canceling in response to the Material Modification (such language, while not required, is helpful for record-keeping); and
(m) Refraining from accessing or using the Platform on or after the Modification Effective Date.
The Subscriber’s cancellation in response to a Material Modification has the following effects:
• The Subscription Plan will not auto-renew at the conclusion of the then-current Commitment Term, and no further Subscription Fee charge will be assessed beyond charges already due;
• The Subscriber retains access to the Platform under the pre-Modification Agreement through the conclusion of the then-current Commitment Term;
• No portion of any prepaid Subscription Fee is refunded, in accordance with Section 10.6 (with the exception of any discretionary refund Impetrix may elect to offer in specific cases);
• Wallet balances and Proration Credits remain available for use through the conclusion of the then-current Commitment Term and are forfeited upon termination at the end of that Commitment Term; and
• The Subscriber’s data handling rights are governed by Section 9.11 (Post-Termination Retention) and Section 9.12 (System-Level Compliance Retention).
Notwithstanding any other provision of this Section 18 or this Agreement, and in reaffirmation of Section 1.6 and Section 16.14, the Subscriber retains the special right to reject any Modification to Section 16 (Governing Law, Dispute Resolution, and Jurisdiction) of this Agreement, other than: (a) a change to the email address or mailing address designated for Notice purposes under Section 16.2; or (b) a Modification required by applicable law or by a binding judicial or governmental directive.
The Subscriber may exercise this special arbitration-rejection right by sending written notice to [email protected] within thirty (30) calendar days of receiving notice of the Modification. Effective rejection under this Section 18.7 has the following limited but significant effects:
• The Modification to Section 16 shall not apply to the rejecting Subscriber. The version of Section 16 in effect immediately prior to the Modification shall continue to govern all Disputes between the rejecting Subscriber and Impetrix, including Disputes that arise after the Modification Effective Date;
• The rejection does not affect any other provision of this Agreement, including the Modified Agreement as it applies to non-Section 16 provisions, all of which continue to bind the Subscriber upon continued use of the Platform;
• The rejection does not entitle the Subscriber to any refund, credit, or compensation;
• The rejection does not entitle the Subscriber to reject other Modifications proposed concurrently with the Section 16 Modification, except by exercising the general rejection-by-cancellation right under Section 18.6; and
• A Subscriber who exercises this special rejection right retains all other rights and obligations under this Agreement, including the Subscriber’s right to continue using the Platform under the otherwise-Modified Agreement and the Subscriber’s obligations to comply with the Platform’s operational, payment, and conduct requirements.
The special arbitration-rejection right reflects the heightened significance of changes to dispute resolution procedures, in recognition of the fact that such changes implicate fundamental procedural rights (including the right to a forum for adjudication and the right to certain procedural protections) that the parties have specifically bargained for in Section 16. The narrow scope of this special right - limited to Section 16 Modifications and exercisable only within the thirty-day window - reflects the parties’ simultaneous interests in procedural stability and meaningful Subscriber protection.
Impetrix shall maintain a “Last Updated” date at the top of this Agreement as published at Impetrix.ai/terms, reflecting the date of the most recent Modification of any kind (whether Ordinary or Material). The Last Updated date serves as a quick reference for Subscribers to determine whether the Agreement has changed since the Subscriber’s most recent review.
Impetrix shall also maintain, at Impetrix.ai/terms/archive (or a substantially similar URL), an archive of prior versions of this Agreement, with at minimum the immediately-prior version available for at least twelve (12) months following each Material Modification. Subscribers wishing to review prior versions may do so through this archive. The archive does not include Ordinary Modifications that do not result in substantive changes to the Subscriber’s rights or obligations.
Where the Modified Agreement and any prior version of this Agreement contain inconsistent provisions, the Modified Agreement shall govern with respect to all matters occurring on or after the Modification Effective Date, except as expressly limited by the non-retroactivity rules in Section 18.5. Where a single Dispute arises from both pre-Modification conduct and post-Modification conduct, the arbitrator (or court, as applicable) shall apply the pre-Modification Agreement to the pre-Modification conduct and the Modified Agreement to the post-Modification conduct, with the practical effect of segmenting the Dispute into temporal phases governed by the corresponding version of the Agreement.
Modifications to pricing are subject to the differentiated notice schedule set forth in Section 10.11 of this Agreement, which prevails over the general 30-day notice period applicable to other Material Modifications in any case of inconsistency. Specifically:
• For Subscribers on a Monthly Commitment, pricing changes take effect on the next monthly auto-renewal occurring at least thirty (30) days after notice of the change;
• For Subscribers on Quarterly, Semi-Annual, or Annual Commitments, the previously-agreed Subscription Fee for the current Commitment Term shall not be increased mid-term; new pricing takes effect at the next auto-renewal occurring after the applicable advance-notice period (greater of thirty (30) days or the auto-renewal notice timing applicable to the relevant Commitment Term);
• For Wallet-funded charges, the upstream-price-passthrough provisions of Section 11.5 govern, with the fourteen (14) day notice obligation being best-efforts only as described therein;
• For Custom Engineering Services pricing, changes apply only to engagements scoped after the price change, in accordance with the SOW governance framework of Section 12.11; and
• For Promotional Offers, Promotional Offer terms govern the duration and modification of such offers as set forth in Section 10.16.
Certain documents are incorporated into this Agreement by reference, including without limitation: (i) the Platform’s pricing page at Impetrix.ai/pricing; (ii) any privacy policy or analogous Subscriber-facing privacy notice published by Impetrix; (iii) any data processing agreement executed between the parties pursuant to Section 9.19; (iv) any Statement of Work executed pursuant to Section 12.11; (v) any Promotional Offer terms; and (vi) such other documents as may be expressly incorporated.
Impetrix may modify any incorporated document in accordance with the procedures applicable to that document, which may differ from the procedures in this Section 18 for Modifications to the main body of this Agreement. Where a Modification to an incorporated document materially and adversely alters the Subscriber’s substantive rights or obligations under this Agreement, the Modification shall be treated as a Material Modification subject to the notice procedures in Section 18.3, regardless of the document in which it is implemented.
Impetrix may make Modifications that apply to all Subscribers uniformly, or may make Modifications that apply only to specific categories of Subscribers (such as Subscribers in specific industries, Subscribers on specific Subscription Plan tiers, Subscribers using specific Platform features, or Subscribers in specific geographic jurisdictions), provided that:
(n) Modifications affecting only specific categories of Subscribers shall be communicated to the affected Subscribers in accordance with the notice procedures in Section 18.3, while Subscribers outside the affected category may receive informational notice or no notice, in Impetrix’s reasonable discretion;
(o) Modifications shall not be made for the purpose of unlawfully discriminating against any protected class of Subscribers under applicable federal, state, or Canadian anti-discrimination, civil rights, or consumer protection law;
(p) Impetrix may make Modifications that adjust the Subscriber’s rights or obligations to reflect the Subscriber’s individually-elected Subscription Plan tier, the Subscriber’s usage patterns, the Subscriber’s payment history, or other neutral, non-protected-class factors, without such adjustments constituting impermissible discrimination; and
(q) Impetrix may offer different Subscribers different commercial terms (such as different pricing tiers, different commitment options, different feature sets, different SLAs, and different support tiers) without such differentiation constituting a Modification subject to this Section 18, provided that each Subscriber’s individual commercial terms are documented in that Subscriber’s Subscription configuration or Order Form.
This Agreement, as modified from time to time in accordance with this Section 18, contains the complete and exclusive statement of the parties’ agreement regarding the matters addressed herein. No Modification of this Agreement shall be effective unless made in writing and in accordance with the procedures of this Section 18, except as expressly provided otherwise. The following shall not, individually or collectively, constitute a Modification of this Agreement:
• Any course of performance, course of dealing, or usage of trade between the parties;
• Any oral statement, representation, or assurance by any Impetrix employee, contractor, agent, sales representative, support representative, or marketing personnel, regardless of the apparent authority of such individual;
• Any written communication that has not been issued through Impetrix’s formal Modification notification channels described in Section 18.3 (such as routine support tickets, marketing emails, blog posts, social media communications, conference presentations, and informal communications);
• Any informal accommodation, exception, or discretionary act by Impetrix in connection with a specific transaction, dispute, or Subscriber relationship;
• Any acceptance by Impetrix of late performance, partial performance, or non-conforming performance by the Subscriber, as further addressed in Section 17.11; or
• Any other conduct that, but for this Section 18.13, might give rise to a claim of implied modification, waiver, estoppel, or analogous theory.
Any waiver of this Section 18.13 must itself be made in writing through the formal Modification notification channels and signed by an officer of Gin Ventures LLC with express written authority to bind the Company.
The Subscriber acknowledges that this Agreement is offered on a take-it-or-leave-it basis with respect to standard Subscription Plans, and that Impetrix has no obligation to accept, negotiate, or accommodate Subscriber-requested Modifications to this Agreement. Subscribers seeking custom contractual terms beyond the standard provisions of this Agreement are encouraged to inquire about Enterprise-tier or custom-engagement arrangements, where bespoke terms may be available subject to separate commercial negotiation and additional fees.
No purported Subscriber-imposed modification, side agreement, supplementary terms, conflicting purchase order terms, conflicting click-through terms imposed by the Subscriber’s procurement systems, or analogous Subscriber-side document shall modify this Agreement unless expressly accepted in writing by an officer of Gin Ventures LLC with express written authority to bind the Company to such modification. Any Subscriber-imposed terms that conflict with this Agreement are null and void, and the Subscriber’s use of the Platform notwithstanding such conflicts constitutes acceptance of this Agreement as written, not as modified by Subscriber-side documents.
This document contains Section 19 of the Impetrix Terms of Service, the final substantive section of the Agreement, and constitutes a direct continuation of the Agreement between Gin Ventures LLC d/b/a Impetrix and the Subscriber. All defined terms used herein have the meanings ascribed to them in Section 2 of the Agreement unless the context expressly requires otherwise. This Section 19 must be read together with Sections 1 through 18 of the Agreement as a single, integrated legal instrument. The provisions of this Section 19 govern the interpretation, structural integrity, ancillary procedural matters, and enforceability mechanisms applicable to the Agreement as a whole.
This Agreement, together with all documents expressly incorporated herein by reference (including without limitation the pricing page accessible at Impetrix.ai/pricing, any privacy policy or analogous Subscriber-facing privacy notice published by Impetrix, any Data Processing Agreement executed between the parties pursuant to Section 9.19, any Statement of Work or Professional Services Agreement executed pursuant to Section 12.11, and any Promotional Offer terms accepted by the Subscriber pursuant to Section 10.16) (collectively, the “Contract Documents”), constitutes the entire, complete, and exclusive agreement between Impetrix and the Subscriber with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous understandings, agreements, negotiations, communications, representations, warranties, promises, assurances, proposals, marketing materials, sales communications, customer-support communications, or other statements of any kind (whether oral, written, or electronic), between or among Impetrix, the Subscriber, and any of their respective representatives, employees, contractors, agents, or affiliates.
The Subscriber expressly acknowledges and agrees that:
(a) The Subscriber has not been induced to enter into this Agreement by any representation, warranty, promise, statement, or assurance other than as expressly set forth in the Contract Documents;
(b) The Subscriber expressly disclaims reliance on any representation, warranty, promise, statement, or assurance not expressly set forth in the Contract Documents, including without limitation any oral statement by any Impetrix employee, contractor, agent, sales representative, support representative, or marketing personnel;
(c) This Agreement is fully integrated and complete on its face, and no court, arbitrator, or other tribunal shall consider any extrinsic evidence (whether oral or written) for purposes of varying, contradicting, supplementing, or adding to the terms of this Agreement, except as such extrinsic evidence may be admissible under applicable law solely for the limited purposes of interpretation of ambiguous terms, demonstration of subsequent modification in accordance with Section 18, demonstration of fraud or duress, or such other narrow purposes as applicable law expressly permits notwithstanding an integration clause; and
(d) The parol evidence rule applicable under Florida law shall apply with full force to this Agreement.
In the event of any conflict or inconsistency between or among the Contract Documents, the following order of precedence shall apply, in descending order of authority:
• First: The body of this Agreement (Sections 1 through 19), with the non-negotiable carve-outs set forth in Section 12.11 (PHI prohibition, PCI prohibition, Limitation of Liability, Indemnification, and Dispute Resolution) always controlling over any Contract Document inconsistent with them. For the avoidance of doubt, no Data Processing Agreement, Statement of Work, Order Form, or other Contract Document, and no order-of-precedence rule in this Section 19.1, shall modify, supersede, or override Section 14 (Disclaimers and Limitation of Liability), Section 15 (Indemnification), or Section 16 (Dispute Resolution) of this Agreement, except by an express written amendment to those Sections signed by an officer of Gin Ventures LLC with authority to bind the Company; a Data Processing Agreement executed under Section 9.19 supersedes only the default data-processing terms of Section 9.5 as expressly provided therein, and a Statement of Work executed under Section 12.11 governs only the specific Custom Engineering Services it describes, in each case subject to this sentence;
• Second: Any executed Data Processing Agreement, solely with respect to the privacy and data processing matters that the DPA addresses;
• Third: Any executed Statement of Work or Professional Services Agreement, solely with respect to the specific Custom Engineering Services engagement that the SOW addresses, subject to the carve-outs in Section 12.11;
• Fourth: The pricing page as in effect at the time of the Subscriber’s applicable transaction, solely with respect to the specific pricing of that transaction;
• Fifth: Any Promotional Offer terms, solely with respect to the specific Promotional Offer accepted by the Subscriber;
• Sixth: The privacy policy and analogous Subscriber-facing notices, solely with respect to the supplementary privacy disclosures contained therein;
• Seventh: Such other Contract Documents as may be incorporated by reference, in accordance with their stated scope and authority.
The Subscriber acknowledges that no purchase order term, click-through term imposed by the Subscriber’s procurement system, supplementary procurement document, vendor onboarding form, or analogous Subscriber-side document shall constitute a Contract Document or modify this Agreement, except as expressly addressed and accepted in writing by an officer of Gin Ventures LLC with express written authority to bind the Company, in accordance with Section 18.14 of this Agreement.
If any provision of this Agreement is held by a court, arbitrator, regulatory authority, or other tribunal of competent jurisdiction to be invalid, illegal, unenforceable, void, or contrary to public policy in any respect, in any jurisdiction, or as applied to any specific factual circumstance:
(e) The remaining provisions of this Agreement shall not be affected and shall remain in full force and effect to the maximum extent permitted by applicable law, as though the invalid or unenforceable provision had been omitted;
(f) The court, arbitrator, regulatory authority, or other tribunal shall, where permitted under applicable law, reform the invalid or unenforceable provision to the minimum extent necessary to render it valid and enforceable while preserving, to the maximum extent possible, the original intent of the parties and the economic substance of the bargain reflected in the provision as originally written;
(g) Where reformation is not permitted under applicable law, the provision shall be severed from the Agreement only with respect to the specific jurisdiction or factual circumstance in which it is held invalid or unenforceable, and shall continue in full force and effect with respect to all other jurisdictions and factual circumstances;
(h) The invalidity, illegality, or unenforceability of any provision in any specific jurisdiction shall not affect the validity, legality, or enforceability of that provision in any other jurisdiction; and
(i) The Subscriber shall not invoke the invalidity or unenforceability of any specific provision as a basis for invalidating any other provision of this Agreement, except as expressly provided in Sections 16.9 (Severability of the Arbitration Agreement) and 18.13 (No Modification by Course of Performance, Course of Dealing, or Usage) of this Agreement.
The Subscriber expressly acknowledges that the parties have considered the possibility of partial invalidity of provisions in this Agreement and have agreed to the foregoing severability framework as an integral part of the bargained-for allocation of risk. The Subscriber waives, to the maximum extent permitted by applicable law, any argument that the invalidity of any provision should result in the invalidation of the Agreement as a whole, and waives any defense based on the alleged interdependence of provisions, except as expressly preserved by Section 16.9.
No failure or delay by Impetrix in exercising any right, power, privilege, or remedy under this Agreement shall operate as a waiver of such right, power, privilege, or remedy. No single or partial exercise of any right, power, privilege, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. No waiver of any provision of this Agreement, of any breach hereunder, or of any right, power, privilege, or remedy hereunder, shall be effective unless: (a) reduced to writing; (b) explicitly identified as a waiver of the specific provision, breach, or right at issue; and (c) signed by an officer of Gin Ventures LLC with express written authority to bind the Company to such waiver. No waiver in any one or more instances shall be deemed a waiver of any subsequent breach, default, or non-compliance, or a continuing waiver of any provision of this Agreement.
Without limiting the foregoing, Impetrix’s acceptance of late performance, partial performance, non-conforming performance, late payment, partial payment, or any other deviation from the Subscriber’s obligations under this Agreement shall not constitute a waiver of any Impetrix right or remedy with respect to such deviation or any subsequent deviation, in accordance with Section 17.11 of this Agreement. The Subscriber’s waiver of any provision of this Agreement requires the same formal writing and shall not be presumed from any course of conduct.
Except as expressly stated in this Section 19.4, this Agreement is entered into solely for the benefit of, and shall be enforceable solely by, the Subscriber and Impetrix. No other person or entity, including without limitation any caller, customer of the Subscriber, employee of the Subscriber, contractor of the Subscriber, business partner of the Subscriber, third-party beneficiary, donee, creditor, or analogous party, shall have any right, claim, or remedy under or in connection with this Agreement, whether by express grant, implication, estoppel, or otherwise.
Notwithstanding the foregoing, the following limited and specifically-identified categories of third parties shall, to the extent provided in the cited sections of this Agreement, have intended third-party beneficiary status with respect to specific provisions:
• Impetrix Indemnitees. The persons and entities included within the definition of “Impetrix Indemnitees” in Section 15.1 (including officers, directors, managers, members, equity holders, employees, contractors, consultants, agents, advisors, attorneys, affiliates, subsidiaries, parent entities, successors, assigns, licensors, suppliers, and Upstream Providers of Impetrix) are intended third-party beneficiaries of the Subscriber’s indemnification obligations in Section 15 and may invoke and enforce such obligations directly against the Subscriber, in accordance with the procedural framework of Section 15.7.
• Impetrix Indemnitees as to Disclaimers and Limitations. The Impetrix Indemnitees are also intended third-party beneficiaries of the disclaimers and limitations of liability set forth in Section 14, and may directly invoke such disclaimers and limitations in any proceeding in which they are named as defendants or respondents, as expressly provided in Section 14.12.
• Upstream Providers as to Subscriber AUP Cascades. Upstream Providers whose acceptable use policies are indirectly cascaded to the Subscriber under Section 8.3 of this Agreement shall not be intended third-party beneficiaries of this Agreement, but shall retain whatever direct rights they may possess against the Subscriber under their own terms of service and applicable law.
Except for the limited third-party beneficiary status expressly granted above, no other third party shall have any right to enforce any provision of this Agreement, to bring any claim under this Agreement, or to assert any defense based on any provision of this Agreement. The parties’ agreement to limit third-party beneficiary status is a fundamental allocation of contractual privity and shall be enforced to the maximum extent permitted by applicable law.
Impetrix may, at any time and without the Subscriber’s consent, freely assign, transfer, delegate, or otherwise convey this Agreement (in whole or in part), any of its rights or obligations under this Agreement, or any Subscriber Account, to any of the following:
• Any successor entity to Impetrix by merger, consolidation, conversion, reorganization, restructuring, or operation of law;
• Any acquirer of all or substantially all of Impetrix’s assets, business, equity interests, or relevant business line;
• Any affiliate, subsidiary, parent entity, or commonly-controlled entity of Impetrix;
• Any financing party in connection with a debt or equity financing, including secured creditors with security interests in the Impetrix IP or in this Agreement as collateral;
• Any successor business under common ownership in the event of a change of business structure (such as conversion of the Florida LLC to a corporation or to a different legal form); or
• Any other person or entity to whom Impetrix reasonably determines, in its sole business judgment, the assignment serves a legitimate business purpose.
The Subscriber’s continued use of the Platform following any such permitted assignment by Impetrix constitutes the Subscriber’s acceptance of the assignment and the substitution of the assignee as the contracting party under this Agreement. No such assignment shall require any amendment of this Agreement, any new acceptance by the Subscriber, or any additional consideration from the Subscriber. The Subscriber waives any right to receive notice of any such permitted assignment, except where notice is required by applicable law, and waives any claim that the assignment alters the Subscriber’s rights or obligations under this Agreement.
The Subscriber may not assign, transfer, delegate, sublicense, sell, lease, lend, or otherwise convey this Agreement, the Subscriber’s Account, the Subscriber’s Subscription, the Subscriber’s license to use the Platform, the Subscriber’s rights to any Wallet balance or Proration Credit, or any of the Subscriber’s other rights or obligations under this Agreement, to any third party (including without limitation any affiliate, subsidiary, parent entity, business successor, acquirer, purchaser of assets, employee, contractor, or personal recipient), without the prior express written consent of an officer of Gin Ventures LLC with express written authority to bind the Company to such consent. Any such consent may be granted, withheld, or conditioned at Impetrix’s sole discretion and may be subject to such conditions (including without limitation the payment of an assignment fee, the assignee’s acceptance of an updated version of this Agreement, the assignee’s satisfaction of Impetrix’s then-current eligibility criteria, and the Subscriber’s continuing liability under the Agreement) as Impetrix may impose.
Any purported assignment, transfer, delegation, sublicense, sale, lease, loan, or other conveyance by the Subscriber in violation of this Section 19.6 shall be null, void, and of no legal effect, and shall constitute a material breach of this Agreement justifying immediate termination in accordance with Section 17.3. For purposes of this Section 19.6:
(j) A change in control of the Subscriber (including without limitation a merger, consolidation, sale of all or substantially all of the Subscriber’s assets or equity, change of majority ownership, or change of voting control) shall be deemed an assignment requiring Impetrix’s prior written consent;
(k) The transfer of the Subscriber’s Account to a different legal entity in connection with corporate restructuring, name change, or analogous change shall be deemed an assignment requiring Impetrix’s prior written consent, except where the transfer is solely a name change of the same legal entity with no substantive change in ownership, business operations, or use case;
(l) The grant of access to the Subscriber’s Account to any individual not duly designated as an Authorized User in accordance with Section 3.5 shall constitute an impermissible assignment of the Subscriber’s license; and
(m) The Subscriber’s use of the Platform to provide services to third parties in a manner that effectively transfers the benefits of the Platform to those third parties (other than as expressly permitted under the Subscriber’s applicable Subscription Plan and Section 7.17 of this Agreement) shall constitute an impermissible assignment.
Subject to Sections 19.5 and 19.6, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors, permitted assigns, heirs, executors, administrators, and legal representatives. No assignment by either party shall release or relieve the assigning party of any obligation or liability accrued under this Agreement prior to the effective date of the assignment, unless the non-assigning party expressly releases the assigning party in writing.
Neither party shall be liable for any failure, delay, or interruption in the performance of its obligations under this Agreement (other than the obligation to make payments of accrued amounts, which is not excused by force majeure) to the extent such failure, delay, or interruption is caused by or arises from circumstances beyond the reasonable control of the affected party (each, a “Force Majeure Event”), including without limitation:
• Acts of God. Earthquake, hurricane, tornado, flood, fire, wildfire, storm, severe weather, sinkhole, volcanic eruption, tsunami, or other natural disaster.
• War, Terrorism, and Civil Unrest. Armed conflict, war (whether declared or undeclared), invasion, hostility, terrorism, threats of terrorism, sabotage, riot, insurrection, civil disturbance, civil war, rebellion, revolution, military or usurped power, or analogous events.
• Government Acts. Acts, orders, decrees, injunctions, embargoes, sanctions, expropriations, requisitions, laws, regulations, or directives of any federal, state, local, foreign, or supranational governmental authority, including without limitation orders restricting Platform operation, restricting telecommunications, restricting movement of personnel, restricting commerce, or otherwise impairing the parties’ ability to perform.
• Public Health Emergencies. Pandemic, epidemic, public health emergency, quarantine, lockdown order, shelter-in-place directive, or other public health-related restriction or condition.
• Telecommunications and Internet Failures. Failure, outage, degradation, or unavailability of the public switched telephone network, the internet, any backbone provider, any data center provider, any cloud computing provider, any content delivery network, any DNS provider, or any other telecommunications or networking infrastructure not under the direct operational control of Impetrix.
• Upstream Provider Force Majeure Events. Failure, outage, degradation, suspension, termination, or material modification of services by any Upstream Provider (as further described in Section 8 of this Agreement) that is itself caused by an event of the kind described elsewhere in this Section 19.8 (such as a natural disaster, governmental act, large-scale internet or telecommunications infrastructure failure, or cyberattack) affecting that Upstream Provider, where such failure is not attributable to Impetrix's gross negligence or willful misconduct. For the avoidance of doubt, an ordinary-course Upstream Provider outage, latency event, capacity constraint, or service interruption that is not itself caused by a Force Majeure Event of the kind described in this Section 19.8 is not a Force Majeure Event under this Section, but is instead governed by Section 8.6 (which provides that such events, while not excused as force majeure, do not give rise to liability, refund, credit, or breach) and by the limitations of liability in Section 14. The allocation of risk for ordinary Upstream Provider failures is addressed by Section 8.6 and Section 14, not by this force majeure provision.
• Cyberattacks Not Attributable to Impetrix Negligence. Distributed denial-of-service attacks, ransomware attacks, advanced persistent threat campaigns, supply-chain compromise of third-party software components used in the Platform, zero-day vulnerability exploits not previously disclosed to Impetrix, nation-state cyberattacks, or other cyberattacks where such attacks are not attributable to Impetrix’s gross negligence or willful misconduct.
• Utility Failures. Failure of electricity, water, gas, or other public utility services.
• Labor Disputes. Strikes, lockouts, work stoppages, labor disputes, work-to-rule actions, or other industrial actions, whether involving Impetrix’s own personnel, Upstream Provider personnel, telecommunications carrier personnel, or personnel of any other provider whose services are necessary for the operation of the Platform.
• Supply Chain Disruptions. Inability to obtain necessary hardware, software, services, or supplies, including without limitation semiconductor shortages, chip foundry capacity constraints, cloud computing capacity constraints, GPU capacity constraints, AI compute capacity constraints, or analogous supply-side limitations.
• Other Events. Any other event, circumstance, or condition not specifically enumerated above that is beyond the reasonable control of the affected party and that prevents, delays, or impairs the party’s ability to perform its obligations under this Agreement.
Upon the occurrence of a Force Majeure Event affecting Impetrix’s ability to perform under this Agreement, Impetrix shall use commercially reasonable efforts to notify the Subscriber of the Force Majeure Event and its anticipated impact on the Platform, to mitigate the impact of the Force Majeure Event, and to resume performance as promptly as commercially reasonable. The Subscriber’s obligations under this Agreement (other than payment obligations that have accrued or that accrue in the ordinary course of the Subscription Term) shall be suspended only to the extent that the Force Majeure Event makes performance impossible or commercially impracticable.
If a Force Majeure Event continues for a period exceeding ninety (90) consecutive days, either party may, upon written notice to the other, terminate this Agreement, in which case the consequences of termination set forth in Section 17 shall apply, except that Impetrix may, in its sole discretion, issue the Subscriber a pro-rata refund of prepaid Subscription Fees corresponding to the unused portion of the then-current Commitment Term following the date the Force Majeure Event commenced (with such refund being discretionary and not contractually required). Wallet balances and Proration Credits remain subject to the forfeiture provisions of Sections 11.10 and 12.4 in all events.
The relationship between Impetrix and the Subscriber under this Agreement is that of independent contracting parties. Nothing in this Agreement, and no conduct of the parties in connection with this Agreement, shall:
• Create, constitute, or be construed as creating any agency relationship, with neither party having any authority to act on behalf of the other, to bind the other contractually, or to make any representation or commitment in the name of the other;
• Create, constitute, or be construed as creating any partnership, joint venture, joint enterprise, joint employer, common employer, alter ego, mutual fund, or analogous relationship between the parties;
• Create, constitute, or be construed as creating any employer-employee, master-servant, principal-agent, fiduciary, or analogous relationship between the parties;
• Establish any joint and several liability between the parties for any debts, obligations, or liabilities of either; or
• Permit either party to incur any expense, obligation, or liability on behalf of the other, except as expressly authorized by this Agreement.
Each party is solely responsible for its own personnel, contractors, agents, costs, expenses, taxes (other than as expressly allocated under Section 10.12 of this Agreement), legal compliance obligations, and business operations. Neither party shall represent itself to any third party as having authority to bind the other, and any such representation shall be unauthorized and not binding on the other party. Without limiting the foregoing, the Subscriber expressly acknowledges that, in operating its AI Agents through the Platform, the Subscriber acts on its own behalf and not as an agent, employee, partner, or joint venturer of Impetrix, as further established in Section 4.11 of this Agreement.
All notices, requests, demands, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be delivered in accordance with the procedures set forth in this Section 19.10:
Notices to Impetrix shall be addressed by subject matter as follows, with email being the primary delivery channel and certified mail or recognized overnight courier being available for formal legal notices:
• Legal Notices, Dispute Notices, Arbitration Notices, Subpoenas, and Service of Process: [email protected], with concurrent copy by certified mail to Gin Ventures LLC at its registered office in the State of Florida.
• Acceptable Use Policy Reports and Abuse Complaints: [email protected].
• Security Incident Reports and Vulnerability Disclosures: [email protected].
• Privacy Inquiries and Privacy Rights Requests: [email protected].
• Billing Inquiries and Wallet Disputes: [email protected].
• General Support Inquiries: [email protected].
• Customer Identification Opt-Out: [email protected].
• All Other Communications: [email protected], with redirection to the appropriate subject-matter address.
Notices to Impetrix delivered to subject-matter addresses other than those specified above may, at Impetrix’s discretion, be deemed not properly delivered for purposes of triggering any contractual deadline, obligation, or response requirement. The Subscriber bears responsibility for using the correct subject-matter address.
Notices to the Subscriber may be delivered by Impetrix through any of the following channels, individually or collectively, at Impetrix’s discretion based on the nature of the notice:
• Email to the primary email address on file for the Subscriber’s Account, which the Subscriber represents to be an actively monitored email address under the Subscriber’s control and which is the Subscriber’s exclusive designated address for receipt of notice from Impetrix except as otherwise specified by the Subscriber in writing through the Platform’s Account management interface;
• In-Platform notification, banner, dialog, or notification panel displayed to the Subscriber upon login or otherwise made conspicuously available to the Subscriber within the Platform interface;
• For Enterprise-tier Subscribers or Subscribers under custom commercial arrangements, direct outreach by Impetrix’s designated account management personnel; or
• For formal legal notices where applicable law requires a specific delivery method, certified mail or recognized overnight courier to the Subscriber’s billing address on file with Impetrix.
Notices shall be deemed delivered and effective as follows:
• Email Notices. On the date and time the email is sent, except where the email is returned as undeliverable or the sending party receives reasonable indication that the email did not reach the recipient, in which case the sending party shall use a backup delivery method.
• In-Platform Notices. On the date the notice is displayed within the Platform interface, regardless of whether the Subscriber actually logs in and views the notice.
• Certified Mail. On the date of receipt by the addressee, as evidenced by the certified mail return receipt, or, if receipt cannot be confirmed, on the third Business Day after dispatch.
• Overnight Courier. On the next Business Day following dispatch, as evidenced by the courier’s tracking record.
• In-Person Delivery. On the date of actual delivery.
The Subscriber bears the sole responsibility for: (i) maintaining a current and accurate primary email address on file with Impetrix; (ii) ensuring that the email address is actively monitored, that the inbox is not full or unable to receive messages, and that Impetrix’s emails are not filtered as spam, blocked, quarantined, or otherwise prevented from delivery; (iii) updating the email address through the Platform’s Account management interface promptly upon any change; and (iv) reviewing communications received from Impetrix promptly upon delivery. The Subscriber’s failure to maintain a properly-functioning primary email address shall not relieve the Subscriber of any obligation under this Agreement, shall not invalidate any notice delivered by Impetrix to the address on file, and shall not entitle the Subscriber to any cure period, grace period, or remedy that would not have applied absent the email-address failure.
The Subscriber expressly consents to the use of electronic signatures, electronic records, and electronic acceptance mechanisms in connection with this Agreement, the formation of this Agreement, the execution of any Subscriber-related documents, and the conduct of the parties’ contractual relationship. The Subscriber agrees that:
(n) Acceptance of this Agreement by clicking a checkbox, button, link, or analogous user-interface control labeled with language indicating acceptance (such as “I Agree,” “Accept Terms,” “Continue,” “Subscribe,” “Start Free Trial,” or analogous identifier), or by accessing, using, or making payment for the Platform, constitutes the Subscriber’s electronic signature on this Agreement and has the same legal force and effect as a handwritten signature on a physical document;
(o) This Agreement, the Subscriber’s acceptance thereof, all amendments and Modifications, all subscription transactions, all Wallet transactions, all configuration changes, all integration authorizations, all consent records, all Digital Receipts, and all other Subscriber-facing records may be created, stored, transmitted, and retrieved in electronic form, and such electronic records satisfy any requirement that such records be in writing under any applicable statute, regulation, or rule (including without limitation under the Federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., the Uniform Electronic Transactions Act (UETA) as adopted in Florida (Fla. Stat. § 668.50), and analogous statutes of other U.S. states or Canadian provinces);
(p) Reproductions of electronic records produced from Impetrix’s systems shall be deemed accurate and reliable for all purposes, including without limitation any judicial, arbitral, or regulatory proceeding, and the Subscriber waives any objection to admissibility based on the electronic nature of such records, except as such objection may be expressly permitted by applicable rules of evidence;
(q) The Subscriber represents that the Subscriber has the technical capability to access, read, store, and retain electronic communications and electronic records, including this Agreement, on a device capable of displaying standard web pages and PDF documents; and
(r) If, at any time, the Subscriber wishes to withdraw consent to receive electronic communications and electronic records, the Subscriber may do so by sending written notice to [email protected], provided that withdrawal of such consent shall constitute the Subscriber’s cancellation of the Subscription under Section 12 of this Agreement, as the operation of the Platform fundamentally depends on electronic communication and record-keeping.
This Agreement may be executed in any number of counterparts, including by electronic means, each of which when executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. The exchange of executed signatures (including electronic signatures) by email, click-through mechanism, or other electronic delivery shall be deemed delivery of an original signature, and copies of such signatures shall have the same legal force and effect as original signatures. No party shall raise any objection to the validity of a counterpart or electronic signature on the grounds of authenticity, integrity, or method of execution, except as such objection may be permitted by applicable mandatory law that may not be waived by contract.
The headings, captions, section numbers, sub-section numbers, and table of contents (if any) included in this Agreement are provided solely for convenience of reference and do not constitute substantive provisions of this Agreement. Headings and captions shall not be used to interpret, expand, limit, modify, or affect the meaning of any provision of this Agreement, and no inference shall be drawn from the inclusion or omission of any heading, caption, or organizational element. The cross-references to specific Sections (such as “Section 7.2(c)” or “Section 14.7”) used throughout this Agreement are provided as navigational aids and shall not limit the integration of this Agreement as a single, cohesive instrument.
Without limiting the foregoing, the construction aids in this Agreement (including without limitation the warning boxes, capitalized passages, italicized terms, and bordered notices) are provided to enhance clarity and conspicuousness in compliance with Section 671.201(10) of the Florida Uniform Commercial Code and analogous conspicuousness requirements of other jurisdictions. The use of such construction aids in connection with specific provisions does not imply that other provisions are less binding or less material; all provisions of this Agreement are equally binding except where expressly identified as non-binding.
This Agreement has been drafted by Impetrix but with the active opportunity for the Subscriber to review, consider, evaluate, and (in the case of Enterprise-tier or custom-commercial Subscribers) negotiate the terms before acceptance. Accordingly, the parties expressly agree that:
(s) The common-law doctrine of contra proferentem, the principle of construing ambiguities against the drafter, the principle of construing adhesion contracts against the drafter, and any analogous interpretive principle that would resolve ambiguities or interpretive disputes against Impetrix solely on the basis of Impetrix’s authorship of this Agreement, shall not apply to this Agreement;
(t) Ambiguities in this Agreement, if any, shall be resolved in accordance with the ordinary meaning of the language used, in light of the Agreement as a whole, in light of the parties’ reasonable expectations, and in light of the commercial context of the parties’ relationship, without preference to either party;
(u) The Subscriber acknowledges that the Subscriber has had a fair opportunity to review this Agreement, to consult with independent legal counsel, and to consider the Agreement’s implications, before accepting; and
(v) This Agreement is enforceable on its face and shall not be challenged or invalidated on the ground that one party was the drafter.
The waiver of contra proferentem in this Section 19.14 is a material element of the bargained-for allocation of risk between the parties and shall be enforced to the maximum extent permitted by applicable law.
Except as expressly stated otherwise in this Agreement (including without limitation the sole-and-exclusive-remedy provisions of Sections 15.5, 15.8, and 17.5), all rights, powers, privileges, and remedies of Impetrix under this Agreement are cumulative and not exclusive of any other rights, powers, privileges, or remedies available to Impetrix under this Agreement, at law, in equity, or under any other contract or arrangement. Impetrix’s election to exercise any one right, power, privilege, or remedy shall not preclude the exercise of any other right, power, privilege, or remedy, whether at the same time or at any subsequent time, and the exercise of one shall not constitute a waiver of any other. Without limiting the foregoing, Impetrix may pursue concurrently, alternatively, or in succession: contractual remedies, equitable remedies, statutory remedies, regulatory remedies, and remedies available through arbitration or judicial proceedings.
The Subscriber acknowledges and agrees that certain breaches of this Agreement, including without limitation: (a) breaches of the categorical prohibitions in Section 7 (particularly Sections 7.2 (PHI), 7.3 (PCI), and 7.4 (other regulated data)); (b) breaches of the intellectual property provisions of Section 13 (including unauthorized use of Impetrix Marks, reverse engineering, scraping, or competitive use); (c) breaches of the confidentiality framework applicable to any executed Data Processing Agreement or Statement of Work; (d) breaches of the resale and white-labeling prohibitions in Section 7.17; and (e) breaches of the AI manipulation and prompt injection prohibitions in Section 7.14 - would cause Impetrix irreparable harm for which monetary damages would be inadequate. Accordingly:
(w) Impetrix shall be entitled to seek and obtain temporary restraining orders, preliminary injunctions, permanent injunctions, specific performance, and other equitable relief, in addition to any other remedies available to Impetrix, in connection with any actual or threatened breach by the Subscriber of the provisions identified above or of any other provision the breach of which would cause irreparable harm;
(x) The Subscriber waives any requirement that Impetrix post bond, security, or other undertaking as a condition of obtaining temporary restraining orders, preliminary injunctions, or other interim equitable relief, except to the extent that such waiver is not permitted under applicable law (in which case any bond or security requirement shall be the minimum required by applicable law);
(y) The Subscriber waives any argument that monetary damages would be adequate compensation for any breach identified in the categories above, and waives any argument that the equitable relief sought is disproportionate to the harm; and
(z) The availability of equitable relief under this Section 19.16 does not preclude Impetrix from also seeking, in the same or in a separate proceeding, monetary damages, indemnification, contractual remedies, and any other remedies available under this Agreement or applicable law.
Time is of the essence in the performance of each obligation under this Agreement, including without limitation the Subscriber’s obligations regarding payment, notice, cure, cancellation timing, opt-out windows, and cooperation with investigations. The Subscriber’s failure to perform any obligation within the time period required by this Agreement shall constitute a material breach without need for additional notice.
The Subscriber represents, warrants, and covenants that the Subscriber shall, at all times during the Term of this Agreement and in connection with the Subscriber’s use of the Platform, comply with all applicable laws, statutes, regulations, ordinances, court orders, administrative orders, governmental directives, and industry standards, including without limitation: (a) the federal, state, and Canadian laws expressly referenced throughout this Agreement; (b) sector-specific regulatory frameworks applicable to the Subscriber’s industry; (c) consumer protection laws applicable to the Subscriber’s interactions with callers; (d) advertising and marketing laws applicable to the substance of the Subscriber’s AI Agent communications; (e) employment, labor, and human rights laws applicable to the Subscriber’s personnel; (f) tax laws applicable to the Subscriber’s business; (g) intellectual property laws applicable to the Subscriber’s content and operations; (h) data protection and privacy laws applicable to Caller Personal Information and Subscriber Data; and (i) any other applicable law not specifically enumerated above.
The Subscriber bears sole responsibility for monitoring developments in applicable law, adapting its use of the Platform to changes in legal requirements, and obtaining any independent legal advice necessary to ensure compliance. Impetrix’s provision of the Platform shall not be construed as a representation that the Subscriber’s use of the Platform complies with applicable law, and the Subscriber’s reliance on the Platform’s features (such as the Legal Disclosure Capability feature in Section 4.3) does not relieve the Subscriber of independent compliance obligations.
The Platform, the Impetrix IP, and certain data processed through the Platform may be subject to U.S. export control laws and regulations, including without limitation the Export Administration Regulations (EAR), 15 C.F.R. Parts 730-774, administered by the U.S. Department of Commerce, and the International Traffic in Arms Regulations (ITAR), 22 C.F.R. Parts 120-130, administered by the U.S. Department of State. The Platform is also subject to U.S. sanctions and embargo regimes administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury.
The Subscriber represents, warrants, and covenants that:
• The Subscriber is not, and is not acting on behalf of any person or entity that is, listed on any U.S. government list of prohibited or restricted parties, including without limitation the OFAC Specially Designated Nationals and Blocked Persons List, the Bureau of Industry and Security Entity List, the U.S. Department of State Debarred Parties List, or analogous lists of other U.S. agencies or Canadian governmental authorities;
• The Subscriber is not located in, organized under the laws of, or ordinarily resident in any country, region, or territory subject to comprehensive U.S. sanctions (currently including without limitation Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, and such other jurisdictions as may be added or removed by OFAC from time to time);
• The Subscriber shall not use the Platform, transmit any data through the Platform, or otherwise engage with Impetrix in violation of any U.S. export control, sanctions, or trade compliance law, including without limitation by attempting to make the Platform or any data accessible from any sanctioned jurisdiction; and
• The Subscriber shall promptly notify Impetrix if, at any time, the Subscriber becomes aware of any actual or potential violation of U.S. export control, sanctions, or trade compliance law in connection with the Subscriber’s use of the Platform.
Impetrix may, in its sole discretion, suspend or terminate the Subscriber’s Account in accordance with Section 17.3 upon any actual or reasonably suspected violation of U.S. export control, sanctions, or trade compliance law by the Subscriber. The Subscriber’s indemnification obligations under Section 15 extend to any liability incurred by Impetrix arising from the Subscriber’s violation of any such law.
Each party represents, warrants, and covenants that the party shall:
• Comply with all applicable anti-bribery, anti-corruption, and anti-money-laundering laws, including without limitation the U.S. Foreign Corrupt Practices Act (FCPA), 15 U.S.C. §§ 78dd-1 et seq., the U.K. Bribery Act 2010 (where applicable), the Canadian Corruption of Foreign Public Officials Act (where applicable), the U.S. Bank Secrecy Act, the USA PATRIOT Act, the Anti-Money Laundering Act of 2020, and analogous U.S. state laws and Canadian federal and provincial laws;
• Not offer, promise, give, request, accept, or receive any bribe, kickback, improper payment, or anything of value to or from any government official, political party, political candidate, public international organization official, or private party, in connection with this Agreement or the Subscriber’s use of the Platform;
• Not engage in any activity, in connection with this Agreement, that constitutes or facilitates money laundering or the financing of terrorism within the meaning of applicable law;
• Maintain reasonable books, records, and internal controls sufficient to demonstrate compliance with the foregoing; and
• Promptly notify the other party in writing if such party becomes aware of any actual, suspected, or alleged violation of the foregoing in connection with this Agreement.
Any actual or reasonably suspected violation by the Subscriber of this Section 19.20 shall constitute a material breach of this Agreement justifying immediate termination by Impetrix in accordance with Section 17.3, in addition to any other remedies available to Impetrix.
Without limiting the substantive provisions of this Agreement and the application of Florida law as set forth in Section 16.1, the Subscriber acknowledges that this Agreement is structured to comply with Florida-specific consumer protection statutes to the extent any such statute applies to the Subscriber’s commercial relationship with Impetrix, including without limitation:
• To the extent any Florida consumer-protection, automatic-renewal, data-protection, communications, collection-practices, usury, money-services, or privacy statute applies to the relationship between Impetrix and the Subscriber and confers rights that may not be waived by contract, those rights are preserved to the minimum extent required by such statute, and the remaining provisions of this Agreement shall be enforced to the maximum extent permitted thereby. Nothing in this Agreement is intended to waive any non-waivable right under applicable Florida law.
For or Subscribers located in Canada, or whose use of the Platform implicates Canadian federal or provincial law, the Subscriber acknowledges that certain Canadian federal and provincial laws (including without limitation PIPEDA, applicable provincial privacy and consumer-protection statutes, Quebec's Law 25 and Consumer Protection Act, and Canada's Anti-Spam Legislation) may confer rights that cannot be waived by contract. To the extent any such law applies and confers a non-waivable right, that right is preserved to the minimum extent required, and the remaining provisions of this Agreement shall be enforced to the maximum extent permitted. Where any provision of this Agreement is determined by a court of competent jurisdiction to conflict with a non-waivable right under applicable Canadian federal or provincial law, that provision shall be reformed or severed solely with respect to the affected Canadian Subscriber and solely to the minimum extent required, in accordance with Section 19.2, and all other provisions and applications of this Agreement shall remain in full force.
This Agreement is drafted in the English language, and the English-language version of this Agreement is the sole authoritative and binding version. Any translation of this Agreement into any other language is provided solely for the convenience of Subscribers and shall not be relied upon as authoritative. In the event of any inconsistency, ambiguity, or interpretive question between the English-language version and any translated version, the English-language version shall control.
For Subscribers located in the Province of Quebec or whose use of the Platform implicates Bill 96 (the Quebec Charter of the French Language, as amended) or any analogous Quebec language legislation, the Subscriber expressly acknowledges and agrees that:
(aa) The Subscriber has expressly requested that this Agreement, and all communications, notices, and other documents related to this Agreement, be drafted and provided in the English language, to the maximum extent permitted by applicable law;
(bb) Le Subscriber a expressément demandé que la présente convention, ainsi que toutes les communications, avis et autres documents y relatifs, soient rédigés et fournis en langue anglaise, dans toute la mesure permise par le droit applicable;
(cc) This express request constitutes the Subscriber’s waiver of any right that the Subscriber may otherwise have under Bill 96 or analogous Quebec language legislation to receive this Agreement in the French language, to the maximum extent such waiver is permitted under applicable law; and
(dd) To the extent such waiver is not permitted under applicable Quebec law, Impetrix may, upon written request by a Subscriber located in Quebec, provide a French-language summary of the material provisions of this Agreement, but the English-language version shall remain the authoritative and binding version for purposes of interpretation and enforcement.
Unless expressly stated otherwise, all monetary amounts referenced in this Agreement are denominated in United States Dollars (USD), as established in Section 10.13 of this Agreement. All currency conversion costs, foreign exchange fees, intermediary bank fees, and other costs associated with payment in a currency other than USD shall be borne by the Subscriber, as established in Section 10.13.
The provisions of this Section 19 shall survive the termination, expiration, or cancellation of this Agreement to the extent necessary to give effect to the parties’ obligations and rights under the surviving provisions identified in Section 17.10. Without limiting the foregoing, the entire-agreement provision (Section 19.1), the severability framework (Section 19.2), the no-waiver framework (Section 19.3), the third-party beneficiary provisions (Section 19.4), the assignment provisions (Sections 19.5 through 19.7), the notice procedures (Section 19.10), the electronic-signatures and electronic-records framework (Section 19.11), the construction-aid provisions (Sections 19.13 and 19.14), the cumulative-remedies provision (Section 19.15), the equitable-relief recognition (Section 19.16), the compliance-with-laws provisions (Sections 19.18 through 19.20), and the language-controls provision (Section 19.23) shall survive in full force and effect indefinitely.
The Subscriber expressly acknowledges and agrees that, as a final integrated acceptance of the Agreement:
(ee) The Subscriber has read this Agreement in its entirety, including all nineteen (19) Sections and any documents expressly incorporated by reference, prior to accepting it;
(ff) The Subscriber understands the substantive provisions of this Agreement, including without limitation the categorical prohibitions on PHI and other regulated data in Section 7, the immediate, automatic, and uncapped liability shift in Section 7.2(c) and the parallel uncapped indemnification in Section 15.3, the limitations of liability and Liability Cap in Section 14, the indemnification obligations in Section 15, the mandatory arbitration and class action waiver in Section 16, and the rights and obligations regarding termination in Section 17;
(gg) The Subscriber has had a fair opportunity to obtain independent legal advice regarding this Agreement and its implications, and the Subscriber’s decision to accept this Agreement without obtaining such advice (if applicable) was a knowing and informed business decision;
(hh) The Subscriber acknowledges that this Agreement is a comprehensive commercial contract that materially allocates risk between the parties, and that the Subscriber’s acceptance reflects the Subscriber’s judgment that the bargain reflected in this Agreement is acceptable to the Subscriber’s business;
(ii) The Subscriber has had a fair opportunity to review and consider this Agreement and to obtain independent legal advice regarding its provisions before accepting it, and the Subscriber's acceptance was a knowing and informed business decision;
(jj) The Subscriber acknowledges the conspicuous disclosure of material provisions throughout this Agreement, including the bordered warning boxes, the capitalized passages, and the structural prominence of liability-allocating provisions in Sections 7, 14, 15, and 16, and the Subscriber acknowledges that such disclosures provided the Subscriber with adequate notice of the most material provisions; and
(kk) The Subscriber’s acceptance of this Agreement, by whatever mechanism described in Section 1.4 of this Agreement, is the Subscriber’s final, binding, and informed consent to the entirety of the bargain reflected herein.