Terms of Service

Table of Contents

1. Definitions

For purposes of the Agreement:

• "Account" means the account through which Customer and its Authorized Users access the Services.
• "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "AI Features" means generative artificial intelligence, conversational artificial intelligence, agentic workflows, synthetic or artificial voice, speech recognition, speech synthesis, machine learning, automated classification, summarization, recommendations, and related functionality made available through the Services.
• "Applicable Requirements" means all laws, regulations, rules, orders, regulatory guidance, industry standards, provider requirements, contractual obligations, and self-regulatory requirements applicable to the Services or Customer's use of them.
• "Authorized User" means an employee, contractor, agent, or other individual whom Customer authorizes to use the Services under Customer's Account.
• "Communication" means any SMS, MMS, RCS or WhatsApp message, email, voice call, voicemail, recording, transcript, AI-generated response, or other communication transmitted, received, created, processed, routed, or facilitated through the Services.
• "Customer Content" means data, contact lists, messages, emails, recordings, scripts, prompts, templates, knowledge bases, instructions, materials, and other content submitted to, connected to, transmitted through, or generated at Customer's direction using the Services.
• "Customer Data" means Customer Content and all other data or information submitted by or for Customer to the Services, excluding Usage Data.
• "Documentation" means TextConvo's then-current user documentation, technical documentation, and published specifications for the Services.
• "End User" or "Recipient" means any consumer, business contact, called party, message recipient, email recipient, website visitor, employee, applicant, agent, or other person who interacts with or is contacted through the Services.
• "Order Form" means an ordering document, online checkout, statement of work, or other written or electronic ordering instrument accepted by TextConvo that identifies Services, fees, subscription terms, or other commercial terms.
• "Output" means content, recommendations, summaries, classifications, transcripts, responses, or other material generated or transformed through AI Features.
• "Services" has the meaning described in Section 2.
• "Third-Party Services" means products, platforms, networks, carriers, telephone providers, email delivery providers, mailbox providers, AI model providers, integrations, applications, or services supplied by a third party.
• "Usage Data" means service telemetry, logs, performance data, metadata, statistics, and aggregated or de-identified information relating to operation or use of the Services that does not identify Customer or an individual.

2. Description of Services

TextConvo provides an artificial intelligence-powered communications platform that enables businesses to create, send, receive, route, orchestrate, analyze, and manage Communications through supported channels. Depending on the applicable Order Form and configuration, the Services may include:

• SMS, MMS, and RCS messaging;
• WhatsApp and other third-party messaging channels;
• commercial, transactional, informational, and relationship email;
• inbound and outbound live, automated, prerecorded, artificial, synthetic, or AI-generated voice communications;
• telephone numbers, caller identification, call routing, transfers, voicemail, call recording, transcription, summarization, and analytics;
• conversational AI, generative AI, agentic workflows, lead engagement, qualification, scheduling, and customer-service automation;
• APIs, dashboards, integrations, webhooks, workflows, templates, knowledge bases, and reporting tools; and
• implementation, onboarding, configuration, support, consulting, or other professional services identified in an Order Form.

TextConvo acts as a technology provider and communications intermediary. Unless expressly agreed in writing, TextConvo does not select Recipients, determine the purpose or legality of Communications, control Customer's offers or business practices, act as the seller or telemarketer for Customer, or provide legal, compliance, financial, medical, insurance, or other professional advice.

3. Eligibility, Authority, and Business Use

Customer must be at least eighteen years old and legally capable of entering into the Agreement. The Services are intended for business use and are not offered for personal, family, or household use. Customer represents and warrants that: (a) it is validly organized and in good standing where required; (b) it has authority to enter into the Agreement; (c) all information supplied to TextConvo is accurate and complete; and (d) its use of the Services will comply with the Agreement and Applicable Requirements.

4. Accounts and Authorized Users

Customer is responsible for all activity under its Account, including activity by Authorized Users, Affiliates, contractors, agencies, clients, and connected systems. Customer must maintain accurate account, contact, billing, and administrative information; safeguard credentials, tokens, API keys, telephone credentials, email-domain access, and integration secrets; apply appropriate role-based access controls; promptly disable access for unauthorized or former users; and notify TextConvo promptly of suspected compromise or unauthorized use.

Customer may not share an Account outside its organization except as expressly permitted by an Order Form. TextConvo may require identity, business, payment, domain, sender, number, use-case, or compliance verification before enabling or continuing access to the Services.

TextConvo may send SMS messages directly to Customer's users for account-related purposes, including account verification, login authentication, security notifications, one-time passcodes, customer care, and demo interactions. By opting in to such messages, the user agrees to receive them; message frequency varies and standard message and data rates may apply. Users may cancel at any time by replying STOP and may reply HELP for assistance. These messages are transactional and non-promotional and are sent only in response to user-initiated actions such as registration, login, or verification requests. Opting out of authentication or security messages may limit or prevent access to certain features of the Services, including account verification and login functionality.

5. Orders, Subscriptions, and Service Plans

The Services purchased by Customer, the subscription term, usage allowances, fees, and other commercial terms are stated in the applicable Order Form. Unless the Order Form states otherwise, subscriptions begin on the effective date of the Order Form and renew for successive periods equal to the initial subscription term unless either party gives written notice of non-renewal at least thirty days before the end of the then-current term.

Customer may purchase additional usage, features, channels, numbers, domains, capacity, or professional services through an additional Order Form or in-product purchase. TextConvo may apply reasonable technical and usage limits consistent with the applicable plan. Customer's use in excess of an included allowance may be charged at then-current overage rates or the rates stated in the Order Form.

6. Service Changes; Beta and Preview Features

TextConvo may modify, update, enhance, replace, or discontinue features of the Services. TextConvo will use commercially reasonable efforts to provide notice of a material reduction in core functionality during a paid subscription term when practicable. TextConvo may make beta, pilot, preview, early-access, or evaluation features available. Those features may be incomplete, may change or be discontinued at any time, may have additional restrictions, and are provided "AS IS" without service levels, warranties, support commitments, or indemnification.

7. APIs, Integrations, and Automated Workflows

Customer may access approved APIs and integrations only in accordance with the Documentation and the Agreement. Customer is responsible for securing credentials, validating data and instructions from connected systems, preventing duplicate, recursive, runaway, or unauthorized workflows, monitoring integration failures, and ensuring that consent, suppression, correction, and deletion instructions are propagated across connected systems.

Customer may not exceed rate limits; bypass technical, usage, billing, or access restrictions; reverse engineer or interfere with the Services; use the Services to test unauthorized contact information; or use an integration to circumvent a restriction that applies directly to the Services. TextConvo may throttle, suspend, or revoke API or integration access to protect the Services or third parties.

8. Customer Responsibilities

Customer controls and is solely responsible for its use of the Services, including selecting Recipients; determining the purpose, timing, frequency, content, channel, and technology for each Communication; configuring campaigns, prompts, scripts, disclosures, routing, transfer logic, operating hours, suppression lists, and knowledge sources; reviewing and approving Customer Content and Output; supervising personnel, clients, vendors, lead providers, and downstream users; and responding to complaints, requests, disputes, and regulatory inquiries.

Customer represents and warrants that Customer Content, Customer's products and services, and Customer's use of the Services are accurate, lawful, non-deceptive, properly licensed, and do not infringe, misappropriate, or violate any right of any person. Customer may not represent that TextConvo has approved, certified, endorsed, or determined the legality of Customer's campaign, consent process, use case, content, or business model unless TextConvo expressly authorizes that representation in writing.

9. Compliance With Applicable Requirements

Customer must comply with all Applicable Requirements governing each Communication, campaign, Recipient, industry, jurisdiction, technology, and channel. Applicable Requirements may include the Telephone Consumer Protection Act, Federal Communications Commission rules, the Telemarketing Sales Rule, the CAN-SPAM Act, federal and state Do Not Call requirements, state mini-TCPA and telemarketing laws, recording and interception laws, privacy and data-protection laws, artificial-intelligence and synthetic-media laws, consumer-protection laws, industry-specific laws, international anti-spam and marketing laws, and carrier, messaging-provider, mailbox-provider, telephone-provider, platform, registration, and sender-verification rules. TextConvo does not provide legal advice or determine whether Customer's activities are lawful. Registration, approval, technical enablement, or acceptance of a campaign, number, sender identity, domain, template, use case, or Account by TextConvo or a Third-Party Service does not constitute legal approval or shift responsibility from Customer.

10. Consent, Authorization, and Compliance Records

Customer may contact a Recipient through the Services only when Customer has a valid legal basis and all consent, permission, registration, and other authority required for that specific Communication. Permission for one channel, purpose, seller, brand, product, service, affiliate, campaign, technology, or frequency does not automatically authorize a materially different use.

Customer must create, maintain, and preserve complete and verifiable records sufficient to demonstrate compliance, including the source, method, date, time, disclosure language, scope, and evidence of consent; the identity of each sender, caller, seller, or brand covered; campaign, script, template, prompt, and configuration records; opt-out and suppression records; and any documentation required by Applicable Requirements or TextConvo. Customer must provide requested records promptly and, unless TextConvo specifies a shorter period based on urgency, within two business days.

11. Contact Lists and Lead Sources

Customer may use only contact information that Customer lawfully obtained and is authorized to use for the intended purpose. Customer may not use scraped or harvested data, generated addresses or numbers, unlawfully purchased or transferred lists, unverifiable or materially deficient third-party leads, data obtained through fraud or unauthorized access, outdated consent, or contact information subject to a suppression request.

Customer is responsible for due diligence on lead generators, publishers, affiliates, brokers, agencies, list providers, and other data sources. A consent certificate, transaction identifier, or lead-provider representation does not relieve Customer of responsibility for determining whether authorization is genuine, complete, current, applicable, and legally sufficient.

12. Opt-Outs, Revocations, and Suppression

Customer must honor valid opt-out, unsubscribe, revocation, and do-not-contact requests promptly and within all legally required periods; recognize reasonable variations of opt-out language; maintain accurate suppression lists; provide clear and functional opt-out mechanisms; prevent further Communications after an opt-out except as legally permitted; preserve records of the request and action taken; and obtain new legally sufficient authorization before resuming Communications where permitted.

Customer must propagate revocations and suppression instructions across campaigns, systems, vendors, channels, brands, and business units when required. Customer may not charge a fee, require unnecessary information, impose unreasonable steps, argue with a Recipient, or use an AI agent or workflow to obstruct, delay, or pressure a Recipient after a clear request to stop.

13. SMS, MMS, and RCS

Customer's use of SMS, MMS, and RCS must comply with the AUP, Applicable Requirements, carrier and messaging-provider requirements, campaign-registration rules, sender-verification requirements, approved use cases, message-frequency disclosures, HELP and opt-out functionality, and content and throughput restrictions. Customer is responsible for accurate campaign and brand registration and may send only traffic consistent with the approved use case.

Carrier and provider approval does not guarantee continued approval or delivery. TextConvo may block, filter, throttle, or suspend traffic based on provider directives, complaint rates, registration issues, content, fraud risk, or other factors.

14. Email Services

Customer's use of email must comply with the AUP and all laws and provider requirements applicable to commercial, transactional, informational, and relationship email. Customer is responsible for accurate sender, header, routing, domain, display-name, subject-line, advertising, and physical-address information; lawful list acquisition; clear and functioning unsubscribe mechanisms; timely suppression; and correct classification of commercial and transactional messages.

Customer must own or have authority to use each sending domain, subdomain, mailbox, Reply-To address, display name, and sender identity. Customer must properly configure and maintain applicable authentication and security controls, including SPF, DKIM, DMARC, domain access, account credentials, bounce processing, complaint handling, and suppression systems.

15. Email Deliverability and Reputation

TextConvo does not guarantee email delivery, inbox placement, open or response rates, domain or IP reputation, authentication success, avoidance of spam folders, or continued access to any mailbox provider or email-delivery infrastructure. Mailbox providers and other third parties may filter, reject, defer, classify, blocklist, throttle, or suspend email at their discretion.

TextConvo may impose sending limits, warm-up requirements, dedicated-domain requirements, complaint and bounce thresholds, content controls, or other measures to protect deliverability and reputation. TextConvo may suspend or terminate email functionality for excessive complaints, bounces, spam-trap activity, blocklisting, provider action, suspected abuse, or risk to TextConvo or other customers.

16. Voice Calls and AI Voice

Customer may use voice functionality only when Customer has all authority required to place or receive the call and use the applicable technology. This includes live-agent calls, automated or dialed calls, artificial or prerecorded voice calls, AI-generated or synthetic voice calls, conversational voice agents, voicemail drops, answering-machine messages, outbound sequences, and calls transferred to a person or third party.

Customer is solely responsible for required consent; national and state Do Not Call compliance; calling-hour and time-zone restrictions; telemarketer registration, bonding, licensing, and recordkeeping; accurate caller identification; required caller, seller, commercial-purpose, AI, artificial-voice, and automated-system disclosures; oral and automated opt-outs; abandoned-call, ring-time, dead-air, call-attempt, and disconnect rules; and compliance by transfer destinations and downstream agents.

Customer must configure reasonable human escalation, override, and shutdown controls appropriate to the use case. Customer may not use the Services for emergency calling, 911, public-safety answering points, life-safety systems, crisis services, or any use where failure could reasonably result in death, personal injury, or serious property damage.

17. Call Recording, Transcription, Monitoring, and Analytics

Customer is solely responsible for determining whether notice, one-party consent, all-party consent, employee notice, union consultation, or another authorization is required for recording, monitoring, transcription, summarization, analysis, retention, disclosure, or use of a Communication. Where required, Customer must provide a clear disclosure and obtain legally valid consent before recording, monitoring, or transcribing.

Customer must configure pause, redaction, masking, retention, access-control, and deletion features appropriate to the use case. Customer may not unlawfully record or intercept a Communication; omit a required disclosure; retain or disclose recordings or transcripts contrary to law; use them for an undisclosed incompatible purpose; or use recordings to create a voice clone, voiceprint, biometric profile, or digital replica without specific documented authority.

18. Voice Cloning, Digital Replicas, and Synthetic Media

Customer may not create, upload, generate, or use a synthetic voice, cloned voice, digital replica, likeness, image, or other simulation of an identifiable person unless Customer has documented authorization sufficient for the intended use. Customer may not use synthetic media to impersonate, defraud, deceive, solicit funds or credentials, influence voting unlawfully, falsely imply endorsement, circumvent authentication, or interfere with legal, electoral, financial, employment, healthcare, or public-safety processes.

TextConvo may require proof of authorization, restrict or disable a use case, or impose additional contractual and technical controls before enabling or continuing voice-cloning or digital-replica functionality.

19. Artificial Intelligence and Automated Systems

Customer is responsible for all Customer Content, Output, automated actions, and agentic workflows initiated through Customer's Account. Customer must test AI Features before deployment; define permitted scope; provide accurate, lawful, and appropriately licensed data and instructions; implement suitable human review, escalation, override, and shutdown controls; monitor performance, complaints, opt-outs, bias, failures, and anomalous behavior; and promptly correct or disable unsafe or noncompliant workflows.

AI Features and Output may be inaccurate, incomplete, inconsistent, biased, offensive, non-unique, or inappropriate. They may hallucinate facts, misinterpret speech or intent, produce incorrect classifications or summaries, make unsupported statements, or fail to recognize an opt-out or escalation request. Customer must independently verify Output before relying on it, especially for regulated, consequential, or customer-facing use.

Customer may not use the Services to make a final decision regarding credit, lending, insurance, employment, housing, healthcare, education, legal rights, public benefits, or another high-impact matter without all legally required notices, assessments, controls, human involvement, and appeal or review mechanisms. Customer may not represent that AI Output constitutes legal, medical, tax, investment, insurance, or financial advice from TextConvo.

20. Customer Content, Scripts, Prompts, and Knowledge Sources

Customer is solely responsible for the legality, accuracy, quality, and rights associated with Customer Content, including call scripts, prompts, system instructions, email and message templates, disclosures, offers, product claims, prices, qualification criteria, transfer instructions, knowledge bases, suppression data, and uploaded contact information.

Customer grants TextConvo and its subcontractors a worldwide, non-exclusive, limited right to host, copy, transmit, route, display, modify, create technical derivatives of, and otherwise process Customer Content solely as necessary to provide, secure, support, administer, and improve the Services in accordance with the Agreement. Customer represents and warrants that it has all rights and permissions necessary to grant this right.

21. Sender Identities, Numbers, Domains, and Brands

Customer represents and warrants that it owns or is authorized to use each telephone number, caller ID, toll-free number, short code, long code, sender ID, email address, domain, subdomain, brand, trade name, logo, recorded voice, synthetic voice, and other identity used through the Services. Customer may not spoof, conceal, manipulate, or misrepresent the origin, identity, routing, sponsorship, or purpose of a Communication or use an identity to evade provider controls or enforcement.

22. Third-Party Services

The Services may depend on or interoperate with Third-Party Services, including carriers, communications providers, email providers, AI and speech providers, cloud infrastructure, identity and security providers, and Customer-selected integrations. Customer authorizes TextConvo to transmit Customer Data to and receive data from Third-Party Services as necessary to provide the Services or as directed by Customer.

Third-Party Services may impose separate terms, policies, restrictions, fees, and technical requirements and may block, filter, label, throttle, reject, suspend, change, or discontinue functionality or access.

TextConvo does not control and is not responsible for the acts, omissions, availability, security, privacy practices, output, or decisions of Third-Party Services. TextConvo may replace or modify Third-Party Services used to provide materially equivalent functionality.

23. Acceptable Use Policy

Customer and all persons using Customer's Account must comply with the then-current TextConvo Acceptable Use Policy, which is incorporated into the Agreement. Without limiting the AUP, Customer may not use the Services for spam, fraud, phishing, smishing, vishing, unlawful harassment, impersonation, deceptive communications, traffic pumping, malware, unlawful surveillance, prohibited content, unauthorized access, circumvention, or any activity that creates material legal, security, network, deliverability, consumer-protection, financial, or reputational risk.

TextConvo may update the AUP as stated in that policy. A material violation of the AUP is a material breach of the Agreement.

24. Restricted and Regulated Use Cases

TextConvo may require prior written approval, enhanced diligence, proof of compliance, technical restrictions, additional fees, or additional contractual terms for regulated or heightened-risk use cases, including lending and mortgage, credit, debt collection, financial services, insurance, healthcare, employment, housing, education, legal services, political communications, charitable solicitations, age-restricted products, sweepstakes, biometric processing, communications involving minors, payment collection, voice cloning, and high-volume outbound AI voice.

Approval does not constitute legal advice or relieve Customer of responsibility. TextConvo may modify or revoke approval based on changes in law, provider requirements, complaint rates, risk, use-case changes, or Customer conduct.

25. Privacy and Data Protection

Each party will comply with Applicable Requirements governing its processing of personal information. TextConvo's processing of personal information is described in the Privacy Notice and, where applicable, a DPA. As between the parties, Customer is responsible for providing legally required privacy notices, establishing a valid legal basis, responding to End User requests, and ensuring that Customer's instructions to TextConvo are lawful.

Customer acknowledges that TextConvo generally acts as a service provider or processor when processing Customer-controlled contact and Communications data. Customer will not instruct TextConvo to process personal information in violation of Applicable Requirements, the Agreement, or an individual's rights. If the parties execute a DPA, the DPA governs the processing of personal information to the extent of any conflict with these Terms.

26. Sensitive and Regulated Data

The Services are not designed for unrestricted processing of sensitive or highly regulated information. Customer may not submit or process Social Security numbers, government identifiers, payment-card or financial-account data, authentication credentials, protected health information, biometric identifiers, precise geolocation, children's information, or other sensitive information unless the use is lawful, necessary, appropriately disclosed, supported by all required consent, permitted by the applicable Service and Order Form, and protected by appropriate contractual, technical, and organizational safeguards.

Unless expressly agreed in writing, the Services are not intended to create a business-associate relationship under HIPAA, process payment-card data subject to PCI DSS, or serve as a system of record for legally mandated retention. Customer must not assume that TextConvo has agreed to any regulated role merely because the Services can technically receive the information.

27. Security

TextConvo will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. No security measure or transmission method is completely secure, and TextConvo does not guarantee that unauthorized access, loss, alteration, or disclosure will never occur.

Customer is responsible for securing its systems, endpoints, domains, DNS, credentials, integrations, API keys, SIP or telephony credentials, Authorized Users, and copies of Customer Data; maintaining appropriate backups; limiting collection of sensitive information; and promptly notifying TextConvo of suspected compromise. Customer is responsible for losses and usage charges resulting from unauthorized activity caused by Customer's failure to protect its Account, except to the extent directly caused by TextConvo's breach of its express obligations.

28. Monitoring, Audits, Investigations, and Cooperation

To protect the Services and support compliance, TextConvo may, subject to Applicable Requirements, monitor activity, traffic patterns, complaints, opt-outs, errors, deliverability, Communications, templates, prompts, scripts, recordings, transcripts, campaign settings, AI Output, consent records, lead sources, and security signals. TextConvo may use automated systems to detect fraud, abuse, prohibited content, anomalous activity, and security threats.

Customer must cooperate fully and promptly with compliance, security, provider, carrier, regulator, law-enforcement, traceback, or legal investigations. TextConvo may require records, certifications, remediation, audits, modified configurations, additional verification, or suspension of affected activity. TextConvo's monitoring does not transfer responsibility to TextConvo or create an obligation to detect every violation.

29. Fees, Usage Charges, Taxes, and Payment

Customer will pay all fees and usage charges stated in the Order Form or presented through the Services. Charges may include subscription and platform fees; messaging and email volume; voice minutes and call transfers; telephone-number rental; toll-free, sender, campaign, domain, and registration charges; recording, storage, transcription, AI model, speech recognition, and text-to-speech usage; dedicated infrastructure; professional services; overages; carrier, provider, registry, and regulatory pass-through charges; and applicable taxes.

Unless the Order Form states otherwise: (a) fees are quoted and payable in U.S. dollars; (b) recurring fees are billed in advance and usage charges in arrears; (c) invoices are due within thirty days; (d) fees are non-cancelable and non-refundable except as expressly stated; and (e) TextConvo may charge Customer's authorized payment method. Usage records maintained by TextConvo or its providers will control absent manifest error.

Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Customer will reimburse reasonable collection costs. Customer may dispute an invoice in good faith by providing written detail within thirty days after the invoice date; undisputed amounts remain due. TextConvo may suspend Services for overdue amounts after reasonable notice, except where immediate suspension is permitted under the Agreement.

30. Taxes and Provider Assessments

Fees exclude taxes, duties, levies, regulatory fees, carrier surcharges, and similar governmental or provider assessments. Customer is responsible for all such amounts associated with its purchases or use, excluding taxes based on TextConvo's net income. If Customer claims an exemption, Customer must provide valid documentation before invoicing. Customer is responsible for withholding taxes and must gross up payments so TextConvo receives the full amount invoiced, except where prohibited by law.

31. Intellectual Property and License

TextConvo and its licensors own all right, title, and interest in and to the Services, Documentation, software, designs, workflows, models, technology, interfaces, improvements, and related intellectual property, excluding Customer Data. Subject to Customer's compliance with the Agreement and payment of fees, TextConvo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Customer's internal business purposes and approved customer-facing communications.

Customer may not copy, modify, create derivative works of, sell, resell, sublicense, distribute, reverse engineer, decompile, disassemble, scrape, frame, benchmark for publication, access to build a competitive product, remove proprietary notices from, or otherwise exploit the Services except as expressly permitted by the Agreement or non-waivable law.

32. Feedback and Usage Data

If Customer provides suggestions, ideas, feedback, or recommendations, Customer grants TextConvo a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate them without restriction or obligation. TextConvo may collect and use Usage Data to operate, secure, support, analyze, and improve the Services, develop new functionality, perform benchmarking, and report aggregated trends, provided TextConvo does not disclose Usage Data in a manner that identifies Customer or an individual except as permitted by the Agreement or law.

33. Confidentiality

"Confidential Information" means nonpublic information disclosed by or on behalf of a party that is designated confidential or should reasonably be understood as confidential, including business plans, pricing, product plans, security information, Customer Data, technology, and the nonpublic terms of the Agreement. Confidential Information excludes information that the receiving party can demonstrate: (a) is or becomes public without breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, Affiliates, and contractors who need to know and are bound by confidentiality obligations. A party may disclose Confidential Information when legally required if, where permitted, it gives prompt notice and reasonable assistance. These obligations continue for five years after disclosure, except obligations concerning trade secrets and Customer Data continue for so long as protected by law or retained by the receiving party.

34. Service Levels; Support; No Guaranteed Results

Unless an Order Form or separate service-level agreement expressly states otherwise, TextConvo does not guarantee any uptime, response time, delivery, connection, answer, transfer, conversion, contact, open, click, response, appointment, revenue, or business outcome. TextConvo does not guarantee voice quality, transcription accuracy, AI latency, AI accuracy, carrier approval, sender approval, domain reputation, inbox placement, number availability, or avoidance of call labeling, blocking, filtering, or spam classification.

Support, onboarding, implementation, and professional services will be provided as described in the applicable Order Form. Customer remains responsible for project management, timely decisions, access to personnel and systems, data quality, testing, acceptance, and deployment decisions.

35. Suspension and Protective Measures

TextConvo may immediately block, quarantine, throttle, restrict, reroute, disable, or suspend any Communication, campaign, number, domain, sender, integration, feature, channel, Authorized User, or Account if TextConvo reasonably believes that: (a) Customer has violated the Agreement or Applicable Requirements; (b) activity creates legal, regulatory, security, consumer-protection, network, carrier, deliverability, financial, or reputational risk; (c) a provider, carrier, regulator, court, law-enforcement agency, or industry organization requests or requires action; (d) Customer fails to provide requested compliance records; (e) Customer's Account is compromised; (f) fees are overdue; or (g) suspension is necessary to prevent or mitigate harm.

TextConvo may act without prior notice when immediate action is reasonably necessary. Where practicable, TextConvo will limit suspension to the affected activity and provide notice and an opportunity to remediate. TextConvo is not obligated to restore suspended resources or traffic and is not liable for losses arising from a good-faith protective action permitted by the Agreement.

36. Term and Termination

These Terms begin when Customer first accepts them or accesses the Services and continue until all Order Forms expire or are terminated. Either party may terminate an Order Form for material breach if the breaching party fails to cure within thirty days after written notice, except a breach that cannot reasonably be cured may be terminated immediately. TextConvo may terminate or suspend immediately for a material violation of the AUP, unlawful conduct, fraud, security risk, provider directive, nonpayment after notice, or conduct likely to expose TextConvo or another party to material harm.

Upon expiration or termination: (a) Customer's right to access the affected Services ends; (b) Customer must stop using TextConvo resources and return or cease use of assigned numbers, domains, credentials, and other resources as directed; (c) all accrued fees become due; and (d) TextConvo may delete Customer Data in accordance with its retention practices and the applicable Order Form or DPA. Customer is responsible for exporting Customer Data before termination. Sections that by their nature should survive will survive, including payment obligations, intellectual property, confidentiality, disclaimers, liability limitations, indemnification, dispute resolution, and general provisions.

37. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DOCUMENTATION, THIRD-PARTY SERVICES, AI FEATURES, OUTPUT, COMMUNICATIONS INFRASTRUCTURE, AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TEXTCONVO AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND RESULTS. TEXTCONVO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLIANT FOR CUSTOMER'S USE CASE, OR FREE FROM HARMFUL COMPONENTS; THAT COMMUNICATIONS WILL BE DELIVERED, CONNECTED, ANSWERED, OR RECEIVED; THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, UNIQUE, UNBIASED, NON-INFRINGING, OR APPROPRIATE; OR THAT CUSTOMER WILL ACHIEVE ANY BUSINESS, FINANCIAL, COMPLIANCE, OR OPERATIONAL RESULT. CUSTOMER IS RESPONSIBLE FOR EVALUATING THE SERVICES AND OUTPUT AND FOR ALL DECISIONS, COMMUNICATIONS, REPRESENTATIONS, AND ACTIONS TAKEN USING THEM.

38. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TEXTCONVO NOR ITS AFFILIATES, LICENSORS, PROVIDERS, OR PERSONNEL WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ENHANCED DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, LEADS, OPPORTUNITIES, OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; REGULATORY FINES OR PENALTIES IMPOSED ON CUSTOMER; OR DAMAGES ARISING FROM FAILED OR DELAYED COMMUNICATIONS, AI ERRORS, TRANSCRIPTION ERRORS, PROVIDER ACTIONS, FILTERING, BLOCKING, LABELING, SUSPENSION, SECURITY INCIDENTS CAUSED BY CUSTOMER, OR DECISIONS MADE USING OUTPUT, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TEXTCONVO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO TEXTCONVO FOR THE AFFECTED SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF CUSTOMER USED ONLY FREE SERVICES, TEXTCONVO'S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY and even if a remedy fails of its essential purpose. They do not limit liability that cannot lawfully be limited. The parties agree that these limitations are an essential basis of the bargain and apply to claims involving Third-Party Services and TextConvo's licensors and providers as intended third-party beneficiaries of this Section.

39. Indemnification

Customer will defend, indemnify, and hold harmless TextConvo, its Affiliates, licensors, providers, and their officers, directors, employees, contractors, and agents from and against all third-party claims, demands, investigations, proceedings, actions, damages, judgments, settlements, penalties, fines, assessments, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Customer Content, Customer's products, services, offers, scripts, prompts, representations, or business practices; (b) Customer's or any person using Customer's Account access to or use of the Services; (c) any Communication, campaign, call, email, message, recording, transcription, AI Output, automated action, or transfer initiated by or for Customer; (d) Customer's failure to obtain consent, provide disclosures, honor opt-outs, comply with Do Not Call or recording laws, or maintain records; (e) infringement, misappropriation, privacy, publicity, biometric, data-protection, consumer-protection, telemarketing, anti-spam, or other rights violations; (f) voice cloning, impersonation, caller-ID or sender misuse, deceptive content, or unauthorized contact lists; (g) Customer's violation of the Agreement, Applicable Requirements, provider rules, or third-party rights; or (h) negligence, willful misconduct, fraud, or security failures by Customer.

TextConvo will give Customer prompt notice of an indemnified claim, permit Customer to control the defense and settlement, and provide reasonable cooperation at Customer's expense. Customer may not settle a claim in a manner that admits fault by, imposes obligations on, or restricts TextConvo without TextConvo's prior written consent. TextConvo may participate with counsel of its choice at its own expense, or at Customer's expense where a conflict exists or Customer fails to defend adequately.

40. Dispute Resolution; Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. Except for claims eligible for small-claims court and requests for temporary or injunctive relief to protect intellectual property, Confidential Information, security, or prevent unauthorized use, any dispute, claim, or controversy arising out of or relating to the Agreement or the Services will be resolved by binding individual arbitration, not in court.

Before commencing arbitration, the complaining party must provide written notice describing the dispute and requested relief. The parties will attempt in good faith to resolve the dispute for thirty days. If unresolved, arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules by one arbitrator. The arbitration will occur in Portland, Oregon, unless the parties agree to remote proceedings or another location. The Federal Arbitration Act governs this Section. Judgment may be entered in any court of competent jurisdiction.

EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT PARTY'S CLAIM. If the class-action waiver is found unenforceable for a particular claim, that claim will proceed in a court of competent jurisdiction and the remaining claims will be arbitrated.

41. Governing Law and Venue

The Agreement is governed by the laws of the State of Oregon, without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs arbitration. For any dispute not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Multnomah County, Oregon, and waive objections based on inconvenient forum.

42. Force Majeure

TextConvo is not liable for delay, failure, interruption, or loss caused by events beyond its reasonable control, including natural disasters, severe weather, fire, epidemic, war, terrorism, civil unrest, labor disputes, government action, changes in law, utility or internet failure, cyberattack, denial-of-service attack, carrier or provider outage, routing failure, supply shortage, third-party platform action, or failure of telecommunications, cloud, AI, email, or payment infrastructure. Payment obligations for Services already provided are not excused.

43. Publicity

Unless an Order Form states otherwise, Customer grants TextConvo permission to identify Customer by name and logo in customer lists and similar marketing materials. TextConvo will comply with reasonable written brand guidelines supplied by Customer. Customer may revoke this permission for future use by written notice. Neither party may issue a press release or public statement implying endorsement or announcing the relationship without the other party's prior written consent.

44. Notices

Legal notices under the Agreement must be in writing. Notices to TextConvo must be sent by email to legal@textconvo.ai. Notices to Customer may be sent to the account administrator or billing email address in the Account or Order Form. Notices are effective upon confirmed receipt, except email notice is effective on the next business day after sending unless the sender receives an error notice. Operational, security, billing, and policy notices may be provided electronically through the Services or by email.

45. Changes to These Terms

TextConvo may update these Terms to reflect changes in the Services, business practices, Applicable Requirements, provider requirements, technology, security, or risk. TextConvo will post updated Terms with a revised "Last Updated" date. If a change materially reduces Customer's rights during a paid subscription term, TextConvo will provide reasonable advance notice where practicable. Unless a later effective date is stated, updated Terms apply when posted to new customers and upon renewal to existing customers; changes required by law, provider action, security, abuse prevention, or new functionality may take effect earlier. Continued use after the effective date constitutes acceptance.

46. General Provisions

Neither party may assign the Agreement without the other party's prior written consent, except either party may assign it without consent to an Affiliate or in connection with a merger, reorganization, financing, sale of substantially all assets, or change of control, provided the assignee assumes the obligations. Any prohibited assignment is void. The Agreement binds permitted successors and assigns.

The parties are independent contractors. The Agreement does not create a partnership, joint venture, franchise, fiduciary, agency, employment, or exclusive relationship. Customer has no authority to bind TextConvo. No third party is a beneficiary except as expressly stated.

If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will remain effective. Failure to enforce a provision is not a waiver. Waivers must be in writing. Headings are for convenience only. "Including" means "including without limitation." Electronic signatures, click acceptance, and counterparts are valid. The Agreement is the entire agreement concerning its subject matter and supersedes prior or contemporaneous discussions and agreements concerning that subject matter.

47. Contact Information

TextConvo, LLC

Email: legal@textconvo.ai

The Acceptable Use Policy and Privacy Notice are available on TextConvo's website and are incorporated or referenced as described in these Terms.

CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO THESE TERMS, INCLUDING THE ARBITRATION AGREEMENT, CLASS-ACTION WAIVER, WARRANTY DISCLAIMERS, LIMITATION OF LIABILITY, AND INDEMNIFICATION OBLIGATIONS.