Business Terms

1. These terms

1. These Business Terms apply when a business ("Customer", "you") orders services from Callgentic Inc. ("Callgentic", "we", "us") through an order form, proposal, statement of work or online sign-up (each an "Order").
2. The Order, these terms, the Acceptable Use Policy, the Calling Consent & Do-Not-Call Policy and the Data Processing Addendum together form the agreement. If they conflict, the Order wins, then the Data Processing Addendum, then these terms.
3. The person accepting an Order confirms they can bind the Customer.

2. The services

1. Custom calling agents: we design, build, test and run AI voice agents that answer calls, place calls and send messages for you, as described in the Order.
2. White-label: we build and run agents that you resell to your own clients under your brand (section 7).
3. Calling API and connectors: software access that lets your systems or AI tools place and take calls through our platform.
4. Managed operations: monitoring, call review and tuning after launch.
5. We may improve or change how the services work, as long as we do not materially reduce what an Order promises.

3. Your responsibilities

1. You decide who your agent calls or texts, what it says and which data it uses. You are responsible for having every consent, notice and right needed for that, including under the Telephone Consumer Protection Act, state calling laws, recording-consent laws and data protection laws.
2. You will follow the Acceptable Use Policy and the Calling Consent & Do-Not-Call Policy, and make sure your users and clients do too.
3. You will give us accurate information, scripts and knowledge, and tell us promptly when they change.
4. You will keep your account credentials and API keys secret and tell us at once if you suspect misuse.
5. You will not send us protected health information unless a Business Associate Agreement is signed between us (section 8).

4. How AI agents behave

1. AI agents can mishear, misunderstand or say something wrong. We design agents to disclose that they are AI, to hand off to a person when set up to do so, and not to claim an action that did not happen, but we do not promise that every answer will be correct.
2. Agents are not an emergency service and must not be the only way your customers can reach help.
3. Agents do not give professional medical, legal or financial advice, and you must not present them as doing so.
4. You should review your agent's conversations regularly. Our managed operations service can do this for you.

5. Phone numbers and messaging

1. Numbers we provide are for your use while your Order is active and remain subject to carrier rules. We can help you port a number in or out where carriers allow it.
2. Carriers and messaging networks can filter, block or delay calls and messages. We are not responsible for their decisions.
3. If your agent sends text messages under your brand, you must complete any registration the carriers require (such as A2P 10DLC in the United States) and keep it accurate.

6. Fees and payment

1. Fees are set out in the Order, usually a one-time build fee plus usage (minutes, messages and numbers) and any monthly fee.
2. Unless the Order says otherwise, invoices are due within 15 days. Usage is measured by our systems.
3. Fees exclude taxes, which you pay except for taxes on our income.
4. If an undisputed invoice is more than 15 days overdue, we may suspend the services after giving you 10 days' written notice.

7. White-label partners

1. If you resell our services, you are responsible for your contracts with your clients, their compliance with this agreement, and first-line support.
2. Your client contracts must include terms at least as protective as our Acceptable Use Policy and Calling Consent & Do-Not-Call Policy.
3. You must not describe us, or our services, inaccurately. You may sell under your own brand without naming us.
4. We may suspend a specific client's agent that breaks the Acceptable Use Policy or puts people or our network at risk, and we will tell you promptly.

8. Data protection and HIPAA

1. Our Data Processing Addendum forms part of this agreement. You are the controller (or business) for personal data our agents process for you, and we are your processor (or service provider).
2. For healthcare projects, a Business Associate Agreement must be signed before any protected health information reaches our services. Our Security & HIPAA page explains how those projects run.

9. Intellectual property

1. We own our platform, software, tools, configurations, know-how and anything we build that is not specific to you.
2. You own your content, data, scripts, knowledge, recordings and brand. You give us the right to use them only to provide and support the services.
3. While your Order is active, you may use the agents and deliverables we build for you. Deliverables made only for you and named as yours in the Order belong to you once paid for.
4. If you give us feedback, we may use it without obligation to you.

10. Confidentiality

Each of us will keep the other's non-public information confidential, use it only for this agreement, and share it only with people who need it and are bound to keep it confidential. This does not cover information that is public, already known, independently developed or required by law to be disclosed, in which case the disclosing party will give notice where allowed.

11. Warranties

1. We will provide the services with reasonable skill and care, and as described in the Order.
2. Except as stated in this agreement, the services are provided "as is". To the extent the law allows, we disclaim all other warranties, including merchantability, fitness for a particular purpose and uninterrupted or error-free operation. Uptime commitments apply only if written in an Order.

12. Indemnities

1. You will defend and indemnify us against third-party claims arising from your content or data, the calls and messages your agents make on your instructions (including claims under the Telephone Consumer Protection Act or similar laws), or your breach of the Acceptable Use Policy or Calling Consent & Do-Not-Call Policy.
2. We will defend and indemnify you against third-party claims that our platform, as we provide it, infringes their intellectual property rights. If that happens we may modify the service, get you the right to keep using it, or end the affected service and refund prepaid fees for the unused period.
3. The party seeking protection must notify the other promptly, let it control the defense, and cooperate reasonably.

13. Limitation of liability

1. Neither of us is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if told they were possible.
2. Each party's total liability under this agreement is limited to the fees paid or payable by you in the 12 months before the event giving rise to the claim.
3. These limits do not apply to your payment obligations, your indemnity in section 12.1, either party's breach of confidentiality, or liability that cannot be limited by law.

14. Term, suspension and termination

1. This agreement runs for the term in the Order and renews as the Order says.
2. Either of us may end it if the other materially breaches it and does not fix the breach within 30 days of written notice.
3. We may suspend an agent immediately if it breaks the Acceptable Use Policy, creates legal risk or threatens our network, and we will tell you why.
4. When the agreement ends, you can export your data for 30 days. After that we delete it, except where the law requires us to keep it, and encrypted backups expire within a further 30 days.

15. Changes to these terms

We may update these terms. For existing customers, material changes take effect 30 days after we notify you by email, or at your next renewal if you object before then.

16. General

1. Delaware law governs this agreement, without regard to conflict-of-law rules, and the state and federal courts in Delaware have exclusive jurisdiction.
2. Neither party is liable for delays caused by events beyond its reasonable control, such as carrier or cloud outages.
3. Neither party may assign this agreement without the other's consent, except to a successor in a merger or sale of substantially all of its business.
4. Notices go to the addresses in the Order, and to us at info@callgentic.com and our mailing address.
5. We are independent contractors. If a provision is unenforceable, the rest stands. Not enforcing a right is not a waiver of it. This agreement is the entire agreement on its subject.

Contact

Callgentic Inc., 8 The Green, Suite B, Dover, DE 19901, United States. info@callgentic.com.