Last edited on 7 August 2026

1. Terms Overview

These Terms of Use (these "Terms") constitute a legal contract between Amy Insight Inc d/b/a Callers ("Callers", "we", "us") and the individual or entity using or accessing the Callers AI platform and services ("Subscriber", "you"). These Terms cover Callers' platform services, including programs, features, account portals and technical support (the "Services"), and govern your access to callers.ai (the "Website"). Any reference to the "Client" in an Order Form, addendum or policy forming part of the agreement means the Subscriber.

These Terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and they limit the remedies available to you in the event of a dispute. See clause 17.

Where you have executed a Callers Registration and Order Form, these Terms form part of the agreement between the parties together with that Order Form and, where applicable, the Communications Services Addendum, the Acceptable Use Policy and the Data Protection Addendum. The order of precedence between those documents is set out in clause 19.

2. Licence to Access and Use the Services

2.1 Callers grants you a personal, limited, revocable, non exclusive, non transferable and non sublicensable right and licence to access and use the Services.

2.2 Callers has the right, but not the obligation, to: monitor any information submitted or received through the Services; investigate any reported or apparent violation of its policies, including reporting to law enforcement; and take any action it deems appropriate in its sole discretion, including issuing a warning, suspending or terminating all or part of the Services, or removing relevant content, at any time and for any reason.

2.3 Callers reserves the right to access, read, preserve and disclose any information it reasonably believes is necessary to: investigate any activity it suspects to be in violation of its policies or of applicable law; respond to suspected illegal activity; enforce its policies; or protect the rights, property or safety of Callers, its agents, visitors, users and any member of the public.

2.4 When submitting information to Callers you agree to provide true, accurate and complete information about your business and to update it promptly. Failure to provide accurate and current information may result in your inability to use the Services fully and may affect the effectiveness of your campaigns.

2.5 You will not resell, sublicense, white label, rebrand or otherwise make the Services available to any third party, and will not use the Services to provide any communications, messaging or contact centre service to any third party, except as expressly permitted in an Order Form signed by Callers. Where Callers consents, you will obtain every registration required of a reseller or service provider in each relevant jurisdiction, conduct and document know your customer diligence on your own customers, and impose on them obligations no less protective of Callers than these Terms. You remain primarily liable to Callers for their acts and omissions as if they were your own.

2.6 Prohibited use. You will not use the Services, and will not permit any campaign or interaction conducted through the Services to be used, for or in connection with:

(a) any activity that is unlawful in any jurisdiction into which a communication is directed, or that violates any regulation, governmental order, industry standard or telecommunications provider requirement applicable to it;

(b) content or conduct that is deceptive, misleading, unsubstantiated, defamatory, obscene, harassing, discriminatory or threatening;

(d) impersonation of any person, business, government agency or public authority, or misrepresentation of your identity, affiliation or the purpose of a communication;

(e) any campaign knowingly directed at persons below the age of majority in the applicable jurisdiction;

(f) debt collection, lending, credit repair, debt settlement, insurance, securities or other financial promotion otherwise than in accordance with all applicable licensing and conduct rules;

(g) cannabis, cannabidiol or controlled substances; firearms, weapons or ammunition; tobacco, vaping or nicotine products; adult or sexually explicit content; or gambling or gaming otherwise than under a licensed programme in the recipient's jurisdiction;

(h) prize promotions, sweepstakes, lotteries, work from home or income opportunity offers otherwise than in accordance with applicable law;

(i) any technique intended to evade carrier or platform filtering, registration requirements, analytics, attribution or volume monitoring, including number rotation, traffic distribution across numbers and content obfuscation; or

(j) probing, scanning or testing the vulnerability of any system or network, circumventing any security or authentication measure, or conducting any denial of service attack.

2.7 Where a Communications Services Addendum is in effect between the parties, the Acceptable Use Policy at Annex B of that Addendum applies in addition to clause 2.6 in respect of the Communications Services. Where clause 2.6 and that Acceptable Use Policy differ, the more restrictive provision applies.

3. Subscriber Representations and Warranties

Subscriber represents and warrants that: (i) it is duly organised, validly existing and in good standing under the applicable laws of the jurisdiction in which it is established; (ii) it has full power, authority and capacity to enter into these Terms and to fulfil all of its obligations; (iii) the person entering into these Terms on behalf of the Subscriber has the necessary authority to bind the Subscriber; (iv) it will not use, or allow to be used, the Services for any purpose that violates any federal, state or local law, rule, regulation or ordinance; and (v) it holds and will maintain in good standing every licence, permit, registration, authorisation, filing and bond required for the lawful operation of its business and for the conduct of each campaign, in every jurisdiction into which it directs communications, and will provide evidence within five business days of written request.

4. Account Security

4.1 You are responsible for keeping your login credentials, passwords, private keys and any other security features associated with your account confidential. You agree not to share your account information with any third party for any purpose. Any activity that occurs using your account is your responsibility. If you suspect unauthorised access or any security breach, you agree to notify us promptly. We are not responsible for any losses resulting from unauthorised use of your account unless such use arises from our gross negligence or wilful misconduct.

4.2 You will be bound by, and you authorise Callers to rely on and accept, any agreement, instruction, order, authorisation or other action made using your credentials or account. There is no guarantee that we can stop any unauthorised use of the Services, and we will not be liable for any such unauthorised use. You are responsible for the loss of any account, credential, private key or other security feature to the extent that loss does not arise from our gross negligence or wilful misconduct.

4.3 You will not: (a) use or attempt to use another party's account; (b) tamper with, or use non public areas of, the Services or the computer systems of our hosting provider; (c) probe, scan or test any system or network, or breach or circumvent any security or authentication measure we have put in place; (d) access or search the Services by any means other than the currently available published interfaces; (e) forge any TCP/IP packet header or any part of the header information in any email or posting; or (f) interfere with or disrupt the access of any user, host or network, including by sending a virus, overloading, flooding, spamming or mail bombing the Services.

4.4 You will notify Callers within twenty four hours of any suspected compromise of your credentials, endpoints or integrations, and will cooperate fully in investigation and mitigation. You are responsible for and will pay for all usage originated under your account, credentials, application programming interface keys, tokens or assigned numbers, including usage that is unauthorised or fraudulent and usage resulting from the compromise or misconfiguration of your systems or personnel.

5. Artificial Intelligence

5.1 You acknowledge that the Services use generative artificial intelligence, that output is probabilistic and may be inaccurate, incomplete, off script or otherwise unexpected, and that you are solely responsible for designing, reviewing, testing and continuously monitoring agent behaviour, including the correct and timely delivery of every disclosure required by applicable law, before and throughout each campaign.

5.2 You acknowledge that a voice generated by artificial intelligence, including a synthesised voice, a cloned voice and a real time conversational agent, is treated as an artificial or prerecorded voice under applicable law irrespective of how natural it sounds or how the call was dialled, and that every communication originated using the Services is therefore subject to the corresponding consent, identification and opt out requirements.

5.3 You are solely responsible for identifying and complying, at your own cost, with every obligation to disclose the use of artificial intelligence or of an automated system that applies to your campaigns, including obligations arising under federal law and under the law of any state, and including any obligation that comes into force after you accept these Terms.

5.4 You will not configure, request or use any agent voice that imitates or is intended to imitate the voice of an identifiable natural person without that person's documented written consent, and will not configure any agent to represent itself as a human being, as a government agency or official, as a licensed professional, or as any entity other than you. Where any voiceprint, voice biometric or other biometric identifier is collected, used or stored in connection with your use of the Services, you are solely responsible for providing all notices and obtaining all written consents required by applicable biometric privacy laws, including the Illinois Biometric Information Privacy Act, and you will indemnify Callers against any claim arising from your failure to do so.

5.5 You will not disable, remove, obscure, shorten, delay, reduce the prominence of, or configure the Services to omit any artificial intelligence disclosure, entity identification, recording disclosure, opt out mechanism or transfer to human option that is required by applicable law or that Callers has configured as a default.

5.6 You will not use the Services to provide medical, mental health, legal, financial, insurance, tax or other regulated advice, to conduct any activity requiring a professional licence, or to make or communicate any decision producing a legal or similarly significant effect on any person, unless you have independently determined that the use is lawful in every relevant jurisdiction, have implemented any required human review, and have notified Callers in writing in advance.

5.7 Callers has no liability arising from the content of any output generated by the Services, from any error or omission of speech recognition, speech synthesis, language identification or transcription, or from any campaign behaviour resulting from your scripts, prompts, knowledge base content, variables, integrations or configuration.

6. Communications Services

6.1 Where you purchase voice origination or termination, telephone numbers, or short message or multimedia message service messaging from Callers, those services are provided solely under the Communications Services Addendum published at https://www.callers.ai/communications-services-addendum, together with its Annex A order form and rate card and its Annex B Acceptable Use Policy, each of which is incorporated into these Terms by reference. That Addendum prevails over these Terms in respect of those services.

6.2 Where no Communications Services Addendum is in effect, you provide your own telephony, you remain the subscriber of record and the voice service provider for all traffic, and Callers provides no telecommunications or messaging service.

6.3 Where a Communications Services Addendum is in effect, the Communications Services are made available to you as an end user in connection with and as part of the Callers AI service, and not as standalone telephony or messaging resale.

6.4 Nothing in these Terms constitutes Callers as the caller, sender, message originator, seller or telemarketer in respect of any campaign. That role is yours. You alone initiate and cause the transmission of each communication; Callers does not select recipients and does not initiate any communication, and acts solely at your direction and configuration. You alone determine whether, when, to whom, on what legal basis, in what volume and with what content each communication is made.

7. Compliance with Laws

7.1 You are responsible for understanding and complying with all applicable laws, regulations and industry standards relevant to your use of the Services, including laws governing telecommunications, data privacy, data protection, telemarketing and the transmission of technical data.

7.2 You will ensure that your use of the Services complies with the Telephone Consumer Protection Act, as amended, which regulates the making of telephone calls and the sending of text messages for marketing purposes, including the use of automated dialling systems, prerecorded voice messages and SMS. You are responsible for obtaining all necessary consents from consumers before making marketing calls or sending messages.

7.3 You will comply with the CAN-SPAM Act in respect of any commercial email sent through the Services, including opt out and labelling requirements.

7.4 You will comply with all applicable state regulations relating to telemarketing and unsolicited communications, and are responsible for maintaining your own do not call list and for scrubbing it against the National Do Not Call Registry.

Prior express written consent and prerecorded message requirements

7.5 You must obtain prior express written consent from recipients before making any call, in particular any call that uses an automatic telephone dialling system or involves an artificial or prerecorded voice. That consent must meet the standard set out in the Telephone Consumer Protection Act and the rules of the Federal Communications Commission, and must be a signed agreement, physical or electronic, clearly indicating the consumer's consent to receive those communications from you.

7.6 While Callers reserves the right to monitor usage of the Services to ensure service quality and security, it is under no obligation to oversee or screen the content uploaded, transmitted or stored by you. Callers disclaims any responsibility for that content, including its compliance with intellectual property, defamation, privacy and other laws. You are solely responsible for the content you transmit and must ensure it complies with all applicable law.

Telemarketing and dialling laws

7.7 You will comply with all applicable federal and state laws, rules and regulations governing the use of automated, prerecorded or artificial calls or texts, including the Telephone Consumer Protection Act, the Federal Trade Commission Telemarketing Sales Rule and do not call regulations. You are responsible for providing accurate and truthful caller identification and all legally required disclosures and opt outs in each call.

7.8 You will obtain all necessary consents and provide all requisite notices to call and text recipients before initiating any communication using the Services.

7.9 You acknowledge that the Telemarketing Sales Rule prohibits any person from providing substantial assistance to a seller or telemarketer where that person knows or consciously avoids knowing of a violation, that Callers relies on your representations and on the information you provide under these Terms in order to discharge its own obligations, and that any material misstatement or omission by you in that information is a material breach of these Terms.

Call recording

7.10 Where you enable recording, monitoring or transcription, you alone determine whether to do so and are solely responsible for identifying and satisfying the applicable consent standard, including any requirement for the consent of all parties to the communication, for configuring and verifying the recording disclosure, for pausing or suppressing recording where required in respect of payment card or other sensitive data, and for the lawful retention, security, access, disclosure and deletion of the resulting records. You acknowledge that recording without required consent may give rise to criminal as well as civil liability, and that Callers enables recording solely at your instruction and configuration. The Services include recording, monitoring and transcription functionality. You control, through your account configuration, whether it is used for your campaigns, and you are responsible for configuring and verifying the required recording disclosure and satisfying the applicable consent standard before any recording occurs.

Records and audit

7.11 You will maintain records of all consents and notices for a period of at least five years and will furnish those records to Callers on request. Callers has the right to audit those records to verify compliance with all applicable legal and regulatory requirements. Failure to provide records for audit, or evidence of non compliance, may result in immediate suspension or termination of your access to the Services.

7.12 You will respond within twenty four hours to any traceback, carrier enquiry, regulatory enquiry or complaint referred to you by Callers, and will produce within five business days of written request evidence of consent for any specified telephone number, the campaign configuration and scripts in force at any specified time, your do not call registry subscription identifiers and scrub logs, and your agreements with any lead generator or data supplier. You authorise Callers to disclose your identity, account records, traffic records and campaign configuration to any supplier, industry traceback body, numbering authority, court, regulator or law enforcement agency, and to identify you as the originating end user of any communication.

7.13 Callers provides the Services under the strict condition that they are used in a lawful and responsible manner. Callers expressly disclaims all liability for any misuse of the Services and for any violation of telecommunications law by you, and for any action taken by you in breach of these Terms. In the event of such misuse or violation, Callers reserves the right to cooperate fully with law enforcement authorities and regulatory agencies.

8. SMS Messaging Terms

Program name: Callers AI SMS Program.

By providing your phone number and checking the SMS consent box on our sign up form at callers.ai/try/, you agree to receive SMS messages from Callers AI (Amy Insight Inc), including product demonstrations and follow up messages about our voice and messaging AI platform capabilities.

Message frequency varies based on your interaction with the platform. Message and data rates may apply depending on your mobile carrier and plan.

To opt out, reply STOP to any SMS message at any time. You will receive one final confirmation message and no further SMS messages will be sent. For help, reply HELP to any SMS message or contact us at the address in clause 21.

Consent to receive SMS messages is not a condition of purchasing any product or service from Callers.

9. Intellectual Property Rights

9.1 The Services, the Website and any other information, tools or features offered by Callers are the intellectual property of Callers or its licensors and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property laws. All right, title and interest in and to the Services remain with Callers. The terms Callers, Callers.ai, and related graphics, logos, page headers, button icons, scripts and service names are trademarks, registered trademarks or trade dress of Callers in the United States and may not be used without prior written permission.

9.2 You expressly agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services or access to the Services without the express written permission of Callers. You may not modify, translate, adapt, edit, decompile, disassemble or reverse engineer any software used by Callers in connection with the Services or the Website, or attempt to derive its source code, structure or training data, or use the Services to build or train any competing product or model.

9.3 You acknowledge that Callers owns all right, title and interest in and to the Callers platform software and technology, including all software whether compiled or in source code form, data, information, text, designs, illustrations, logos, trademarks, trade names, domain names, patents, copyrights and trade secrets that form part of the Services, all enhancements, modifications, derivative works and updates to the Services, and all related documentation and materials.

9.4 Any intellectual property, data or analytics generated by or derived from the Services, including algorithms, machine learning models and any insights derived from use of the Services, remains the sole property of Callers unless expressly agreed otherwise in writing.

9.5 Where you provide any suggestion, enhancement request, recommendation or other feedback relating to the Services, Callers may use and exploit it without restriction and without obligation to you.

9.6 If you believe your intellectual property rights have been violated, contact us at the address in clause 21.

10. Subscriber Data

10.1 As between you and Callers, you own all rights in the information and data you submit to Callers, including names, addresses, telephone numbers, email addresses, lists of call recipients and any other material submitted in the ordinary course of using the Services ("Subscriber Data"). By using the Services you authorise Callers to use, modify, distribute and store Subscriber Data in connection with the provision of the Services and as described in our Privacy Policy.

10.2 You agree that you have lawful rights and authority to use, share and authorise Callers to process any Subscriber Data you submit. You are solely responsible for ensuring that all Subscriber Data complies with applicable privacy laws, including obtaining any necessary consents, and for the disclosure of Subscriber Data to Callers, to its subprocessors and to its suppliers in the jurisdictions in which they operate.

10.3 Callers may generate anonymised or aggregated data and statistics derived from Subscriber Data, such as performance metrics, usage patterns and system insights. Such data does not identify you or your end users and may be used by Callers for service improvement, research, security, analytics and aggregated benchmarking, in each case only in a form that does not identify you or any individual.

10.4 In the event of a data breach involving Subscriber Data, Callers will notify you without undue delay, and in any event within the timeframe required by the Data Protection Addendum or applicable law, after becoming aware of the breach, and will take commercially reasonable steps to mitigate its effects.

10.5 On termination of these Terms, and subject to any backup or retention obligation imposed by law, Callers will delete or anonymise Subscriber Data within ninety days unless you request an export of your data in advance, save that residual copies held in routine backups will be deleted or overwritten in the ordinary course of business.

10.6 Where a Data Protection Addendum is in effect between the parties, you are the controller or business and Callers is the processor or service provider in respect of Subscriber Data, communications content, recordings and transcripts, and that addendum governs the processing.

11. Confidentiality

11.1 Each party may have access to certain non public, proprietary and confidential information of the other ("Confidential Information"). Each party agrees to hold the other's Confidential Information in confidence and not disclose it to third parties, not to use it for any purpose other than as set out in these Terms, and to protect it from unauthorised use and disclosure to the same extent it protects its own, and in no event with less than reasonable care.

11.2 Confidential Information does not include information that is or becomes public knowledge without breach of these Terms, that the receiving party can document was already in its possession before receipt, that was independently developed without reference to the disclosing party's Confidential Information, or that is lawfully received from a third party without restriction on disclosure.

11.3 If either party is required by law or regulation to disclose Confidential Information, it will notify the disclosing party promptly to the extent permitted by law and will disclose only the minimum amount necessary to comply.

11.4 In the event of a suspected breach of these obligations, the non breaching party may seek immediate injunctive relief in addition to any other remedy available.

11.5 These obligations survive termination or expiry of these Terms for three years, and indefinitely in respect of any trade secret.

12. Indemnification

12.1 You will defend, indemnify and hold harmless Callers, its parent, subsidiaries and affiliates, and each of their respective directors, officers, employees, agents, contractors and suppliers (each an "Indemnified Party"), from and against any and all claims, demands, actions, suits, proceedings, investigations, enquiries, civil investigative demands, subpoenas, regulatory or administrative enforcement actions, forfeiture orders, fines, civil penalties, statutory damages, enhanced or treble damages, settlements, awards, judgments, losses, liabilities, damages, and all costs and expenses of any kind, including reasonable legal, professional, expert and forensic fees and the internal cost of responding to regulatory or third party process, arising out of or in any way relating to:

(a) any misrepresentation or breach of any representation, warranty or covenant made by you in these Terms;

(b) your use of, or inability to use, the Services, or any wrongful or improper use of them;

(c) any content or material you submit, select, configure, procure or approve in connection with using the Services, including any script, prompt, disclosure, knowledge base content, contact list, contact data, lead source or consent record;

(d) any actual or alleged violation by you of any law, regulation, industry code or third party requirement applicable to the origination, transmission, content, timing, recording or monitoring of communications, or to marketing, consumer protection, privacy or data protection, including any allegation that a communication was made without valid consent, to a number on any do not call or suppression list, outside permitted hours, in excess of a permitted frequency, with inaccurate or misleading calling party identification, or without any required identification, artificial voice, automated system or artificial intelligence disclosure;

(e) any recording, monitoring, transcription, storage, retention or disclosure of any communication;

(f) any claim brought by your own customers, end users, personnel, agents or subcontractors, or by any person claiming through them or on behalf of their estate; and

(g) any claim that any content or material you submit infringes, misappropriates or violates the intellectual property, privacy, publicity or other rights of any person.

12.2 Your obligations under clause 12.1 apply whether or not the matter is brought by a third party, whether or not an Indemnified Party is named as a party to it, and irrespective of any allegation that an Indemnified Party contributed to it, except to the extent that a final non appealable judgment attributes the loss to the gross negligence or wilful misconduct of that Indemnified Party.

12.3 In addition to clause 12.1 and without limiting it, you will reimburse Callers on demand for any fine, penalty, forfeiture, assessment, surcharge or remediation cost imposed on Callers by any government body, regulator, court or telecommunications, messaging or technology provider as a result of your use of the Services, together with interest and reasonable professional costs.

12.4 Callers may, at its option and at your cost, assume or participate in the defence of any matter under clause 12.1 with counsel of its own selection where the matter names an Indemnified Party, alleges a violation of law, seeks injunctive or equitable relief, or could reasonably be expected to affect Callers' regulatory standing, supplier relationships, insurance or reputation. You will cooperate fully, will preserve, collect and produce relevant records, will make relevant personnel available, and will not settle or compromise any matter in a manner that imposes any obligation, admission, restriction or unreimbursed payment on any Indemnified Party, or that fails to include a full and unconditional release of each Indemnified Party, without Callers' prior written consent.

12.5 You will notify Callers in writing within five business days of becoming aware of any matter that is or may become subject to this clause 12, and of any regulatory enquiry, subpoena, civil investigative demand, class action or representative claim, carrier or registry delisting, state attorney general enquiry or notice of violation relating to your use of the Services.

12.6 Your obligations under this clause 12 are not subject to any exclusion, limitation or cap on liability in these Terms, and survive termination or expiry without limit in time.

12.7 Callers will defend you against any third party claim alleging that the Services, as provided by Callers and used in accordance with these Terms, infringe that third party's United States patent, copyright or trade secret rights, and will indemnify you against amounts finally awarded or agreed in settlement of such a claim, subject to clause 13. This obligation does not apply to any claim arising from content or material you submit, from your configuration, from any modification of the Services not made by Callers, from use of the Services in combination with anything not supplied by Callers, or from your continued use after being notified of a modification or replacement that would have avoided the claim. Callers may at its option procure the right for you to continue using the Services, modify or replace them so that they are non infringing, or terminate the affected Services and refund any prepaid unused fees. This clause 12.7 states Callers' entire liability and your exclusive remedy for any claim of infringement.

13. Limitation of Liability

13.1 IN NO EVENT SHALL CALLERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF LEADS OR PIPELINE, LOSS OF DATA OR LOSS OF GOODWILL, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF CALLERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ALL CASES, THE MAXIMUM TOTAL AGGREGATE LIABILITY OF CALLERS AND ITS SUPPLIERS AND LICENSORS, AND YOUR EXCLUSIVE REMEDY, FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS IS LIMITED TO THE TOTAL AMOUNTS PAID BY YOU TO CALLERS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. THIS IS AN AGGREGATE CAP AND NOT A CAP PER CLAIM, AND MULTIPLE CLAIMS DO NOT ENLARGE IT. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.

13.2 Where the claim relates to Communications Services, the cap is calculated by reference only to charges paid for the affected Communications Services in the three month period immediately preceding the date the claim arose, as provided in the Communications Services Addendum. That cap is separate from the cap in clause 13.1 and the two do not aggregate.

13.3 Nothing in this clause 13 limits or caps any of the following obligations of yours, each of which is uncapped: your obligations under clause 12; your obligation to pay fees, usage charges and amounts arising from fraudulent or unauthorised use; your obligation to pay or reimburse taxes, regulatory charges, supplier fines and carrier penalties; your breach of clause 2.5; and your breach of clause 11.

13.4 Where an Order Form states a varied liability cap, that cap applies in place of clause 13.1 for that Order Form only.

13.5 The exclusions and limitations in clauses 13 and 14 apply to the maximum extent permitted by law, are an essential basis of the bargain between the parties, and apply even if any limited remedy is found to have failed of its essential purpose. You acknowledge that the fees reflect this allocation of risk. You further acknowledge that you are a sophisticated commercial party and not a consumer, that you have had the opportunity to review these Terms with counsel of your choosing, and that the exclusions and limitations in clauses 13 and 14 were negotiated as an essential allocation of risk between the parties.

14. No Warranty Disclaimer

14.1 THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT WARRANTIES OF ANY KIND, AND CALLERS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT. YOU ACKNOWLEDGE THAT CALLERS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CALLERS OR ITS EMPLOYEES WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU, TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14.2 You acknowledge that your use of the Services is at your sole risk. Callers is not responsible for any error, omission or inaccuracy in the Services, including in any information, data or content provided through them.

14.3 Callers gives no commitment as to call completion rate, answer seizure ratio, post dial delay, audio quality, latency, message throughput, message delivery rate, sender reputation, trust score, or freedom from filtering, blocking, throttling, labelling, mislabelling or delisting by any carrier, aggregator, registry, analytics provider, handset manufacturer or operating system, all of which are determined by third parties. Callers is not responsible for the acts, omissions, outages, rate changes, policy changes or service withdrawals of any supplier or carrier.

14.4 Nothing in these Terms, in any Callers documentation or template, or in any statement by any Callers personnel constitutes a representation, warranty or advice that any campaign, script, disclosure, consent practice or contact list is or will be compliant with any law. Callers does not review, approve, verify or certify any of them, and any configuration assistance, training, quality review or best practice guidance is technical assistance only and is not legal advice.

15. Export Laws and International Privacy

15.1 Use of the Services may be subject to United States export controls and economic sanctions regulations. By using the Services you represent and warrant that you are not a citizen or resident of a country subject to United States government embargo or sanctions, that you are not on any United States government list of prohibited or restricted parties, and that you are not subject to any United Nations Security Council sanctions.

15.2 You will comply with all applicable data protection laws, including the General Data Protection Regulation and the California Consumer Privacy Act, when using the Services, including obtaining any necessary consents from data subjects and maintaining a lawful basis for processing personal data through the Services.

15.3 Callers may use third party cloud infrastructure providers to host and deliver the Services. By using the Services you acknowledge and consent to the transfer and processing of your data by those providers. Callers will take commercially reasonable steps to engage providers that maintain appropriate safeguards, and will flow down data protection obligations as required by the Data Protection Addendum and applicable law.

15.4 Where the Services involve cross border transfers of personal data, Callers will implement appropriate transfer mechanisms, such as Standard Contractual Clauses or equivalent measures, where and as required by applicable law and the Data Protection Addendum.

15.5 Callers will provide reasonable assistance to you in complying with data subject access requests and other rights of data subjects under applicable data protection laws, to the extent those requests relate to data processed through the Services.

16. Suspension and Termination

16.1 Callers may suspend, throttle, filter, rate limit or block all or any part of your access to the Services or your traffic, without prior notice and without liability, where Callers reasonably believes that: your use or traffic violates or may violate any applicable law, industry code, supplier requirement, clause 2.6 or, where applicable, the Acceptable Use Policy; your traffic is or may be unlawful, fraudulent, deceptive, misdirected or unauthorised; a supplier, carrier, aggregator, registry, numbering authority, court, regulator or law enforcement agency has requested, ordered, recommended or threatened blocking, delisting, filtering or refusal of your traffic, or has ceased to make capacity available in respect of you; you have failed to respond within the period specified in clause 7.12; complaint, opt out, short duration call, answer rate or other quality metrics exceed the thresholds notified to you or applied by any supplier; traffic patterns are anomalous or consistent with fraud or traffic pumping; you are in arrears; or continued provision would expose Callers or any supplier to regulatory, carrier, financial or reputational risk.

16.2 Suspension does not relieve you of any payment obligation and does not entitle you to any refund, credit, service level remedy, extension of term or other compensation.

16.3 Callers may terminate these Terms, any Order Form, or any individual service, with immediate effect and without any cure period, where any ground in clause 16.1 applies, where the breach is by its nature incapable of cure, or where you become insolvent, suspend payment, enter administration or have a receiver, liquidator or trustee appointed. Otherwise, either party may terminate for material breach on written notice specifying the breach, with five days to cure, followed by thirty days' written notice of termination.

16.4 On termination or expiry, your licence ends and you will cease all use of the Services. All accrued fees, usage charges, taxes and regulatory charges become immediately due and payable. Except as expressly stated, fees already paid are non refundable. You are solely responsible for exporting any data you require before the effective date of termination.

16.5 Provisions that by their nature should survive termination do survive, including clauses 4.4, 5.7, 7.11, 7.12, 9, 10.4, 10.5, 11, 12, 13, 14, 15, 17, 19 and 20.

17. Governing Law and Dispute Resolution

17.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to the agreement to arbitrate in clause 17.2, any claim, dispute or suit that is not subject to arbitration, and any proceeding to compel arbitration, to seek injunctive relief, or to enforce or confirm an arbitration award, must be brought exclusively in the state or federal courts located in Delaware. Each party irrevocably consents to the jurisdiction of those courts and waives, to the fullest extent possible, the defence of an inconvenient forum.

17.2 Dispute resolution. Arbitration under this clause 17.2 is the primary and mandatory mechanism for resolving disputes and prevails over clause 17.1 in the event of any inconsistency. Any dispute, claim or controversy arising under or in connection with these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in the State of Delaware. The arbitrator's decision is final and binding and judgment on the award may be entered in any court having jurisdiction. Each party bears its own costs and fees associated with the arbitration unless the arbitrator determines otherwise. Notwithstanding the foregoing, in any action or proceeding to collect overdue amounts or to enforce a right under these Terms, the prevailing party is entitled to recover its reasonable attorneys fees and costs. Either party may seek injunctive relief in court to protect its intellectual property or Confidential Information without first proceeding to arbitration.

17.3 Waiver of jury trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED BY THEM.

17.4 Waiver of class action. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. YOU AGREE NOT TO PARTICIPATE IN CLAIMS BROUGHT IN A PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE CAPACITY, OR IN CONSOLIDATED CLAIMS INVOLVING ANOTHER PERSON'S ACCOUNT, IF CALLERS IS A PARTY TO THE PROCEEDING. This clause 17.4 is severable from the remainder of clause 17; if the waiver of class or representative proceedings is held unenforceable as to any claim, then clause 17.2 (arbitration) shall not apply to that claim, which shall instead be brought in court on an individual basis, and the remainder of clause 17 shall continue in full force.

17.5 Limitation period. Except for claims for non payment and claims under clause 12, and to the maximum extent permitted by applicable law, neither party may bring any action arising out of or relating to these Terms more than one year after the date on which the cause of action accrued.

17.6 Upstream proceedings. Where a proceeding is brought against Callers by a supplier, carrier, registry or regulator concerning your traffic or your use of the Services, you will participate in and fund the defence of that proceeding at Callers' request, will provide all records and personnel reasonably required, and will be bound by its outcome as between you and Callers.

18. Changes to the Services and to these Terms

18.1 Callers may modify or discontinue the Services or the Website, or any part of them, at any time. Callers will not be liable to you or to any third party for any modification, suspension or discontinuation, provided that Callers will not materially reduce the core functionality purchased under a current Order Form during its term without giving thirty days' notice, except where a change is required by law, by a regulator or by a supplier, in which case it takes effect on notice.

18.2 Callers may update these Terms. An update that materially reduces your rights or materially increases your obligations takes effect, subject to your affirmative acceptance under clause 18.4, on the later of thirty days after notice by email or prominent notice on the Website, and the start of your next renewal term. An update required by a change in law, by a regulator, court or numbering authority, or by a requirement of a supplier of Callers, takes effect on notice. All other updates take effect on publication.

18.3 The date of the current version is stated at the top of this page. Callers will retain each superseded version of these Terms for six years and will provide the version in force on any given date on request.

18.4 Your continued use of the Services after an update takes effect constitutes acceptance of it, except that an update that materially reduces your rights or materially increases your obligations requires your affirmative acceptance, including by click through or on renewal, in order to bind you, and absent such acceptance the version in force before the update continues to apply until the end of your then current term. It is your responsibility to review these Terms periodically.

19. Order of Precedence

19.1 Where you have executed a Callers Registration and Order Form, the agreement between the parties comprises that Order Form, these Terms, and, where applicable, the Communications Services Addendum together with the Acceptable Use Policy at its Annex B, and the Data Protection Addendum.

19.2 In the event of any conflict or inconsistency, the following order of precedence applies, with the earlier prevailing: the Data Protection Addendum, in respect of the processing of personal data; the Communications Services Addendum, in respect of the Communications Services; the Acceptable Use Policy at Annex B of that Addendum, in respect of permitted use of the Communications Services; the Order Form, in respect of fees, rates, allowances, term and payment; and these Terms, in all other respects. Notwithstanding the foregoing, the intellectual property provisions in clause 9, the confidentiality provisions in clause 11 and the dispute resolution provisions in clause 17 prevail over every other document.

19.3 Any exhibit, schedule or software licensing agreement attached to a Callers proposal or purchase order executed before the date of these Terms is superseded by these Terms in respect of the subject matter covered here.

20. General

20.1 Severability and survival. If any provision of these Terms is determined by a court of competent jurisdiction to be unlawful, unenforceable or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions is not affected. Provisions that by their nature should survive termination do survive, as set out in clause 16.5.

20.2 Waiver. The failure of Callers to enforce any provision of these Terms is not a waiver of that provision or of the right to enforce it later. A waiver of any breach is not a waiver of any subsequent breach.

20.3 Assignment. You may not assign, novate or transfer these Terms or any right or obligation under them, whether by operation of law, change of control or otherwise, without Callers' prior written consent. Callers may assign or novate these Terms, in whole or in part, to any affiliate or to any successor in connection with a merger, reorganisation or sale of assets.

20.4 Independent parties. The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, joint employment or fiduciary relationship.

20.5 Force majeure. Neither party is liable for any failure or delay in performance caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic, war, terrorism, civil unrest, labour dispute, act or order of any government or regulator, change in law, failure or interruption of the public internet or of any telecommunications network, power failure, cyber attack, and any act, omission, outage, filtering decision, blocking decision, policy change, capacity withdrawal or service withdrawal by any supplier, carrier, aggregator, registry or numbering authority. Payment obligations are not excused by this clause.

20.6 Entire agreement. These Terms, together with the Privacy Policy and the documents identified in clause 19.1, constitute the entire agreement between you and Callers concerning the Services and supersede all prior or contemporaneous agreements, understandings, representations and warranties, whether written or oral. No term contained in any purchase order, vendor registration form, supplier portal or similar document issued by you has any effect, whether or not Callers acknowledges or signs it.

21. Questions and Contact Information

If you have questions about these Terms or the Services, email us at legal@callers.ai.

Amy Insight Inc

108 West 13th Street, Wilmington, Delaware, 19801, United States of America