https://myphoneflow.com/legal/customer-agreement/v1.0/

PhoneFlow Master Customer Agreement

Version 1.0 · Effective: 2026-09-27 · Last updated: 2026-09-26

Summary (not a substitute for the terms below):

• This is the contract between your organization and Electric Software LLC, doing business as PhoneFlow, for the PhoneFlow platform. The person who accepts must have authority to bind the organization. PhoneFlow is for business use only.
• You own your data. PhoneFlow uses it only to run the Services for you, and PhoneFlow does not train AI models on it.
• You are responsible for your setup and content, and for the notices and consents the law requires for your callers. When recording is on, PhoneFlow plays your recording notice at the start of AI phone calls it records. PhoneFlow does not add a spoken AI announcement. Any AI disclosure your callers' laws require is yours to add, and your agents must never claim to be human. PHONEFLOW IS NOT AN EMERGENCY SERVICE AND CANNOT CALL 911. KEEP ANOTHER WAY TO REACH EMERGENCY SERVICES.
• AI can make mistakes and calls can be missed. PhoneFlow does not guarantee that every call is answered, and it is generally not liable for lost business. PhoneFlow's liability is capped, generally at the fees you paid in the prior 12 months or $100, whichever is greater. Your liability is not capped for unpaid fees, your indemnities, serious Acceptable Use Policy breaches, misuse of PhoneFlow's technology, and your own violations of calling, texting and recording laws. Neither side's liability is capped for its fraud, gross negligence or willful misconduct.
• You pay in advance for minutes. Purchased Minutes do not expire but are generally non-refundable. Free (Promotional) minutes have no cash value and do not currently expire; PhoneFlow may set an expiry for them on at least 30 days' notice. Auto-Pay is off unless you turn it on.
• Disputes go to individual arbitration in Michigan under the AAA's commercial rules, with no class actions and no jury trials. You can opt out of arbitration within 30 days of accepting.

IMPORTANT NOTICE — PLEASE READ BEFORE ACCEPTING.

THIS AGREEMENT IS LEGALLY BINDING. IT CONTAINS:

(1) A BINDING INDIVIDUAL ARBITRATION PROVISION, A CLASS, COLLECTIVE AND REPRESENTATIVE ACTION WAIVER, AND A JURY TRIAL WAIVER (SECTION 20). UNLESS THE CUSTOMER OPTS OUT WITHIN 30 DAYS AS SECTION 20.7 DESCRIBES, MOST DISPUTES WILL BE DECIDED BY AN ARBITRATOR ON AN INDIVIDUAL BASIS, NOT BY A JUDGE OR JURY, AND NOT AS PART OF ANY CLASS.

(2) LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES (SECTION 18), INCLUDING A CAP ON PHONEFLOW'S TOTAL LIABILITY AND A ONE-YEAR DEADLINE FOR BRINGING CLAIMS.

(3) DISCLAIMERS OF WARRANTIES (SECTION 17). AI FEATURES CAN MISHEAR, MISUNDERSTAND, MISCLASSIFY AND PRODUCE INACCURATE OR MADE-UP CONTENT. PHONEFLOW DOES NOT GUARANTEE THAT ANY CALL, MESSAGE OR NOTIFICATION WILL BE ANSWERED, ROUTED, TRANSCRIBED OR DELIVERED CORRECTLY, AND, EXCEPT AS SECTION 18 PROVIDES, IS NOT LIABLE FOR LOST BUSINESS, CLIENTS, APPOINTMENTS, DEADLINES OR LEGAL RIGHTS.

(4) PHONEFLOW IS NOT AN EMERGENCY SERVICE. IT CANNOT CALL 911 OR ANY OTHER EMERGENCY NUMBER, AND CANNOT CONNECT ANYONE TO EMERGENCY SERVICES. THE AI ASSISTANT CANNOT SEND HELP. THE CUSTOMER MUST KEEP A SEPARATE WAY TO REACH EMERGENCY SERVICES.

(5) THE CUSTOMER'S RESPONSIBILITY TO GIVE CALLERS THE NOTICES (INCLUDING ANY AI DISCLOSURE), AND OBTAIN THE CONSENTS, THAT THE LAW REQUIRES, AND TO INDEMNIFY PHONEFLOW FOR CLAIMS ARISING FROM ITS OWN DATA, CONFIGURATION AND CONDUCT (SECTIONS 5 AND 19).

This PhoneFlow Master Customer Agreement is between Electric Software LLC, a Michigan limited liability company doing business as PhoneFlow, with its notice address at 120 N Washington Square, Suite 300, Lansing, MI 48933 ("PhoneFlow", "we", "us"), and the organization that accepts it (the "Customer"). PhoneFlow and the Customer are each a "party".

1. Acceptance and Scope #

1.1 How this Agreement is formed #

The Customer accepts this Agreement in any of these ways:

• (a) an authorized individual checks the acceptance box and selects "Agree and continue" on the in-app acceptance screen that appears after sign-in and before the PhoneFlow dashboard loads;
• (b) the Customer signs an Order Form that references this Agreement; or
• (c) the Customer uses or pays for the Services after this Agreement has been presented to it.

Method (a) or (b) is the primary record of acceptance, and (c) is a fallback only. Section 20 (Dispute Resolution) binds the Customer only after acceptance under method (a) or (b).

An individual who selects "Decline and sign out" is signed out, and the PhoneFlow dashboard does not load for them. PhoneFlow may withhold or pause activation of the Services, including live call answering, outbound calling, messaging and integrations, until an authorized individual accepts. In the meantime, PhoneFlow may route new calls to the Customer's fallback number instead of an AI agent.

An invitation email, a temporary password, or setting a password is not acceptance. PhoneFlow personnel cannot accept this Agreement on the Customer's behalf.

1.2 Authority #

The individual who accepts represents that they are an owner, officer, or administrator of the Customer, or are otherwise authorized to bind it, and that the Customer's legal name they enter is correct.

An individual without that authority must not accept. They should decline, and ask an authorized person to sign in and accept.

If the Customer tells PhoneFlow in writing which individuals may accept agreements for it, PhoneFlow will route future acceptances to those individuals. Individual Customer Users who are not accepting for the Customer accept the PhoneFlow User Terms (https://myphoneflow.com/legal/user-terms/) instead.

1.3 Business use only #

The Customer represents that it is a business, nonprofit, religious organization, government body, or other organization, or an individual acting for a trade, business, or profession, and that it is using the Services for those purposes, not for personal, family, or household purposes.

PhoneFlow does not offer the Services to consumers.

1.4 Separate agreements #

If the Customer and PhoneFlow have signed an Order Form or other written agreement for the Services, that signed document controls to the extent Section 29 gives it priority. A later click-through acceptance by any Customer User does not amend or replace a signed agreement unless the signed agreement says it may.

1.5 Work before acceptance and earlier use #

PhoneFlow may perform Setup Services before acceptance. This includes crawling a website the Customer identified, drafting an agent, and configuring a number. Once accepted, this Agreement governs that work.

This Agreement also governs the Customer's use of the Services before the date of acceptance, to the extent the law allows. However, Section 20 does not apply to any claim arising, or dispute noticed, before the Customer's acceptance under method (a) or (b) of Section 1.1.

1.6 Documents that form the Agreement #

The following documents are incorporated into this Agreement:

• the PhoneFlow AI & Telephony Service Terms (https://myphoneflow.com/legal/service-terms/);
• the PhoneFlow Acceptable Use Policy (https://myphoneflow.com/legal/aup/);
• the PhoneFlow Data Processing Addendum (https://myphoneflow.com/legal/dpa/);
• any Order Form; and
• for Customers that are Firms as the PhoneFlow Professional Services Addendum (Legal) defines them, that Addendum, once accepted as it provides (https://myphoneflow.com/legal/professional-services-addendum/).

The PhoneFlow Privacy Notice (https://myphoneflow.com/legal/privacy/) explains how PhoneFlow handles personal information. It is provided for information and is not part of this Agreement.

2. Definitions #

Capitalized terms have the meanings below. The same terms carry the same meanings in every document that forms the Agreement.

• "Agreement" means this Master Customer Agreement plus everything it incorporates: the Service Terms, the AUP, the DPA, any Order Form, and the Professional Services Addendum where it applies.
• "AI Features" means the parts of the Services that use artificial intelligence, including speech recognition, language models, text-to-speech, summarization, classification, and field extraction.
• "AUP" means the PhoneFlow Acceptable Use Policy.
• "Auto-Pay" means auto-recharge and monthly recurring purchases of minutes.
• "Callers" means people who call or text a Customer's PhoneFlow numbers, and people who receive outbound calls or texts sent through the Services for the Customer.
• "Communications Laws" means all of the following, together with similar federal, state, provincial and foreign laws and regulator and carrier rules:
  • telemarketing and robocall laws: the Telephone Consumer Protection Act (TCPA) and FCC rules, the Telemarketing Sales Rule, and Do-Not-Call rules;
  • the Truth in Caller ID Act;
  • federal and state wiretap and call-recording laws, including MCL 750.539a et seq. and California Penal Code sections 631, 632 and 632.7;
  • state telemarketing laws, such as the Florida, Oklahoma, Maryland and Texas laws modeled on the TCPA;
  • AI-disclosure laws, including Utah Code Title 13, Chapter 77; 10 M.R.S. §1500-DD (Maine); and California Business and Professions Code §17940 et seq.;
  • the CAN-SPAM Act, and carrier and CTIA messaging rules; and
  • Canada's anti-spam legislation (CASL) and the UK Privacy and Electronic Communications Regulations (PECR), where they apply.
• "Confidential Information" has the meaning in Section 8.1.
• "Customer Data" means Input plus Output.
  • "Input" means call audio, recordings, transcripts, Caller information, knowledge-base content, configuration, and integration credentials, in each case that the Customer, Customer Users or End Users submit to the Services or that the Services collect for the Customer.
  • "Output" means AI responses, summaries, extracted fields, and classifications that the Services generate for the Customer.
• "Customer Materials" means greetings, scripts, instructions, knowledge-base content, and transfer targets that the Customer supplies or approves, including configuration built through Setup Services once Section 3.3 treats it as approved.
• "Customer Users" means the Customer's personnel who have logins to the Services.
• "Documentation" means PhoneFlow's help articles and in-app guidance for the Services, as updated from time to time.
• "DPA" means the PhoneFlow Data Processing Addendum.
• "End Users" means Callers plus Widget Visitors.
• "Excluded Claims" has the meaning in Section 18.4.
• "Firm" has the meaning in the Professional Services Addendum.
• "Material Change" means a change to fees or Wallet rules (other than a price change made under Section 11.16), liability, indemnity, disputes, data use or AI training, the DPA, customer obligations, or 911 terms, or a change to the Professional Services Addendum that reduces a Firm's protections.
• "Order Form" means a signed order or quote that references this Agreement.
• "PhoneFlow IP" means the Services, the Documentation, PhoneFlow's software, models, prompts, templates, workflows, designs and know-how, and all improvements to them, excluding Customer Data and Customer Materials.
• "Prohibited Data" means:
  • protected health information (PHI) under HIPAA, absent a signed business associate agreement, which PhoneFlow does not currently offer;
  • full payment card numbers;
  • government identification numbers, such as Social Security, driver's license, and passport numbers;
  • bank account and routing numbers;
  • biometric identifiers or voiceprints; and
  • precise health information, meaning diagnoses, test results, medications, treatment details or medical record numbers, other than a Caller's brief, voluntary description of the general nature of an injury or condition needed to route a call or open an intake.
• "Promotional Minutes" means free minutes, including the 200 trial minutes.
• "Purchased Minutes" means minutes the Customer paid for.
• "Required Disclosure" has the meaning in the Service Terms.
• "Security Incident" has the meaning in Section 9.2.
• "Service Terms" means the PhoneFlow AI & Telephony Service Terms.
• "Services" means the PhoneFlow platform: the AI receptionist, phone numbers, call handling, messaging, web widget, integrations, and dashboard, together with any features PhoneFlow adds.
• "Setup Services" means PhoneFlow staff configuring agents, greetings, call types, knowledge base and integrations on the Customer's instructions.
• "Subprocessor" has the meaning in the DPA.
• "Subprocessor List" means the PhoneFlow Subprocessor List at https://myphoneflow.com/legal/subprocessors/.
• "Telemetry" means non-content operational metadata only: counts, durations, timestamps, latency, error codes, feature usage, and billing records. Telemetry never includes audio, transcripts, message bodies or knowledge-base content.
• "Term" has the meaning in Section 15.1.
• "Third-Party Services" means carriers, integrations, and customer-chosen tools and webhooks.
• "Wallet" means the Customer's prepaid minutes balance.
• "Widget Visitors" means people who use a Customer's web voice widget.

In this Agreement:

• "including" means "including without limitation";
• "days" means calendar days; and
• headings are for convenience only.

3. The Services and Setup Services #

3.1 Access #

Subject to this Agreement and payment of applicable fees, PhoneFlow grants the Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services, and to let its Customer Users do so, for the Customer's internal business purposes. The Customer may deploy the Services to interact with its End Users.

3.2 Setup Services #

At the Customer's request, PhoneFlow staff may perform Setup Services. This includes building agents, greetings, call types, transfer rules, knowledge-base entries and integrations from information the Customer provides or from sources the Customer points to, such as its website. Setup Services are included at no separate charge unless an Order Form says otherwise.

PhoneFlow performs Setup Services as a convenience and on the Customer's instructions. The Customer, not PhoneFlow, decides its business practices, what it tells its callers, and whom it calls or texts, and when.

3.3 Customer review and approval #

Before any agent, number, greeting or workflow goes live, the Customer must review:

• the greetings;
• the call types and handling instructions;
• the transfer targets;
• the information the agent collects;
• the knowledge-base content; and
• the notification recipients.

The Customer must tell PhoneFlow of any change it wants.

Configuration prepared through Setup Services becomes the Customer's Customer Materials, and the Customer is responsible for it, from the earlier of:

• (a) the Customer approving it in writing, including by email; or
• (b) the Customer's first live use after PhoneFlow has sent the Customer a summary of the configuration (greeting, recording notice, recording setting, call types, collected fields, transfer targets and notification recipients) and the Customer has had at least 3 business days to review it.

The same applies to any later change PhoneFlow makes at the Customer's request. Until then, errors in configuration PhoneFlow wrote are not Customer Materials for purposes of Section 19.1.

3.4 Changes to the Services #

PhoneFlow may improve, modify or retire features. PhoneFlow will not make a change that materially reduces the core functionality of the Services the Customer has paid for without at least 30 days' notice. If such a change materially harms the Customer, the Customer may terminate the Agreement by notice within 30 days after the change takes effect, and receive a refund of unused Purchased Minutes under Section 11.10.

3.5 Beta features #

Features labeled beta, preview, early access or similar are "Beta Features". BETA FEATURES ARE OPTIONAL AND PROVIDED "AS IS", WITH NO SERVICE COMMITMENT, WARRANTY OR INDEMNITY FROM PHONEFLOW. PhoneFlow may change or end them at any time. Labeling a feature as beta does not reduce any obligation under the Service Terms relating to emergency calling.

3.6 Support #

PhoneFlow provides support by email at [email protected] and by phone at +1 947 777 7449 during its normal business hours. No service-level commitment applies unless an Order Form states one.

4. Accounts, Users and Credentials #

4.1 Customer Users #

The Customer is responsible for its Customer Users and for everything done through its accounts, as if the acts were its own. The Customer must:

• keep an accurate list of its Customer Users;
• promptly remove access for anyone who should no longer have it; and
• ensure each Customer User follows the Agreement.

4.2 Credentials #

Each login is for one individual, and credentials must not be shared. If the Customer lets more than one person use a login anyway, the Customer is responsible for all resulting use. The Customer must keep credentials confidential and notify PhoneFlow promptly at [email protected] of any suspected unauthorized access.

PhoneFlow is not responsible for use of the Customer's credentials by others, except to the extent caused by PhoneFlow's breach of Section 9.

4.3 Account information and notice email #

The Customer must provide accurate, current account information, including its legal name. It must also keep on file at least one monitored email address for contractual notices ("Notice Email"). A placeholder or unmonitored mailbox does not satisfy this requirement.

Unless the Customer designates a different address, the Notice Email is the email address on file for the Customer's account administrator. The Customer must keep it current, in account settings where available or by email to [email protected].

Notices sent to the Notice Email or to the Customer's administrators are effective even if the Customer does not read them.

4.4 Verification #

PhoneFlow may at any time ask the Customer to verify:

• its identity, business registration, tax ID, or domain;
• its authority over phone numbers; or
• its consent records.

Carriers and regulators may also require PhoneFlow to collect this information, for example for messaging registration or caller ID authentication. PhoneFlow may withhold or suspend affected features until verification is complete.

4.5 Partners #

Authorized PhoneFlow partners that resell the Services to the Customer or support the Customer may access the Customer's account, including Customer Data such as recordings and transcripts, to provide that support. The Customer authorizes that access, and a partner accessing the account acts for the Customer. The Customer may ask PhoneFlow to remove a partner's access at any time by email to [email protected].

The partner is not PhoneFlow's agent, and PhoneFlow is not responsible for the partner's acts.

5. Customer Obligations and Warranties #

5.1 Notices and consents #

The Customer represents, warrants and agrees that it has given, and will give, every notice and obtained, and will obtain, every consent and authorization that applicable law requires for:

• (a) PhoneFlow and its Subprocessors to collect, record, transcribe, analyze, store and otherwise process Customer Data, including End User personal information and call and widget content, to provide the Services; and
• (b) the Customer's own collection, use and disclosure of that data.

This includes any notices and consents beyond the Required Disclosures PhoneFlow plays, required by the laws of the places where the Customer and its End Users are located.

5.2 Required Disclosures #

While recording is on, PhoneFlow plays the Customer's recording notice at the start of AI phone calls it records. The web voice widget may show a notice before the microphone opens, as the Service Terms describe. The Service Terms describe these and any other Required Disclosures. The Customer may change the wording of its recording notice. Turning recording off removes it.

PhoneFlow does not add a spoken announcement that a caller is talking with an AI. The Customer is responsible for any AI disclosure that the laws applying to it or its End Users require, as the Service Terms describe, and may add that wording to its greeting.

The Customer must not:

• remove, contradict or override the Required Disclosures, or record without the recording notice;
• instruct an agent to claim to be human or to deny being an AI; or
• disable any notice or guardrail PhoneFlow requires.

Where the Customer changes the recording notice or the recording setting, or adds its own notice, the Customer is responsible for whether that notice is adequate.

5.3 Communications Laws #

The Customer will comply with all Communications Laws and all other laws that apply to its use of the Services. For every outbound call, text, and message the Customer sends or schedules through the Services, the Customer is the sender and initiator. The Customer is responsible for:

• the recipients, content, timing and frequency;
• obtaining and keeping records of any consent required, including prior express written consent where required;
• honoring opt-outs and do-not-call requests; and
• registering with carriers where required.

The Customer must keep consent records for at least five years, or longer if the law requires. It must provide them to PhoneFlow promptly on request.

5.4 Customer Materials #

The Customer is solely responsible for its Customer Materials and for the accuracy, legality and appropriateness of what its agents say, collect and do based on them. The Customer represents that it owns or has the right to use all Customer Materials, including website content it asks PhoneFlow to crawl, and that PhoneFlow's use of them to provide the Services will not infringe or violate anyone's rights.

The Customer is responsible for choosing and maintaining its transfer targets, notification recipients, fallback numbers and integration destinations.

5.5 Prohibited Data #

The Customer will not use the Services to collect, store or transmit Prohibited Data, and will not configure agents to request it. If an End User volunteers Prohibited Data, PhoneFlow has no responsibility for it beyond its obligations under Sections 8 and 9.

The Customer will not create, receive, maintain or transmit protected health information through the Services. Turning on a feature or setting does not make PhoneFlow a business associate. PhoneFlow does not currently offer a business associate agreement.

5.6 Emergency and time-sensitive matters #

The Customer will:

• keep a way to reach 911 and other emergency services that does not depend on PhoneFlow, and make sure its personnel know how to use it;
• monitor the notifications, messages and summaries the Services send; and
• not rely solely on the Services or AI Features for anything time-sensitive, such as emergencies, urgent service requests, court or filing deadlines, or safety matters.

Section 17.5 contains the emergency services disclaimer.

5.7 Numbers and caller ID #

The Customer represents that it has the right to use each phone number it forwards, ports or displays as caller ID through the Services, and that caller ID it presents is accurate and not misleading.

5.8 Acceptable use #

The Customer will comply with the AUP and will not, and will not permit anyone to:

• (a) copy, modify, resell, sublicense or make the Services available to third parties, except to End Users as the Services intend or as an Order Form allows;
• (b) reverse engineer, decompile or try to extract the source code, models or prompts of the Services, except where the law expressly allows it despite this restriction;
• (c) access the Services to build a competing product, or benchmark them for publication without PhoneFlow's written consent;
• (d) bypass usage limits, security controls or the Required Disclosures; or
• (e) use the Services in violation of law or of any Third-Party Service terms that the AUP incorporates.

6. AI Features #

6.1 Customer configures and authorizes #

The Customer decides which agents to deploy, how they are instructed, what knowledge they use, and which of the Customer's systems and integrations they may access. By enabling an agent's access to a system, the Customer authorizes the agent and PhoneFlow to read from and write to that system as configured.

6.2 Limits on AI use #

The Customer will not configure, instruct or use AI Features to:

• (a) present or imply that an AI agent is a human;
• (b) give individualized legal, medical, financial, tax or other professional advice, or make diagnoses;
• (c) make decisions about a person's eligibility for credit, housing, employment, insurance, education, healthcare, legal representation, government benefits or similar opportunities without meaningful human review;
• (d) provide companionship, counseling, crisis or mental-health services;
• (e) create a synthetic copy of any real person's voice without that person's signed written release; or
• (f) identify or verify people by their voice.

The AUP contains further limits.

6.3 Nature of Output #

AI Features work by probability. Output may be inaccurate, incomplete, inconsistent or unsuitable, and similar inputs may produce different Output. The Customer is responsible for reviewing Output before relying on it, and for any decision or action it or its agents take based on Output. Section 17.4 contains the AI disclaimer.

6.4 Guardrails #

PhoneFlow may apply system-level instructions, filters and limits to AI Features to promote safety, legal compliance and compliance with its providers' policies. The Customer may not remove them. Guardrails reduce risk but do not eliminate it.

7. Customer Data, No Training and Telemetry #

7.1 Ownership #

As between the parties, the Customer owns its Input. To the extent PhoneFlow has any rights in Output, PhoneFlow assigns them to the Customer. This does not transfer any rights in PhoneFlow IP. Because AI Features are probabilistic, another customer may receive Output that resembles the Customer's, and that similar Output is not the Customer's.

7.2 PhoneFlow's limited license #

The Customer grants PhoneFlow and its Subprocessors a non-exclusive, worldwide, royalty-free license during the Term to host, copy, transmit, record, transcribe, analyze, display and otherwise process Customer Data only to:

• (a) provide, maintain, secure and support the Services for the Customer, including the transcription, summarization, classification and routing that are integral to the call-handling service;
• (b) perform Setup Services and reports the Customer requests, and prepare usage and value reports about the Customer's own account, delivered only to the Customer;
• (c) calculate and collect fees;
• (d) prevent and investigate fraud, abuse, security incidents and violations of the Agreement; and
• (e) comply with law.

After the Term, PhoneFlow may keep and process Customer Data only as Section 15.6 allows. PhoneFlow will not sell Customer Data, and will not use it for any purpose not listed in this Section 7.2.

7.3 No training by PhoneFlow #

PhoneFlow does not, and will not, use Customer Data to train, fine-tune or otherwise improve any artificial intelligence or machine-learning model, whether PhoneFlow's own or anyone else's. This covers recordings, transcripts, knowledge-base content, Caller information and Output. PhoneFlow will make an exception only under a written amendment signed by the Customer that expressly allows it.

7.4 Third-party AI providers #

PhoneFlow uses third-party AI providers through their business application programming interfaces, and they process Customer Data as Subprocessors under the DPA.

7.5 Telemetry #

PhoneFlow may collect and use Telemetry to:

• operate, secure, support, bill for and improve the Services; and
• compile aggregated statistics that do not identify the Customer or any individual.

Telemetry is limited to the non-content operational metadata described in its definition. It never includes audio, transcripts, message bodies or knowledge-base content, and PhoneFlow will not attempt to re-identify aggregated data.

7.6 Staff access #

PhoneFlow personnel access Customer Data only as needed to:

• provide, support and secure the Services;
• perform Setup Services;
• prepare reports the Customer requests, and the usage and value reports described in Section 7.2(b);
• investigate abuse or incidents; or
• comply with law.

Production access is limited to PhoneFlow staff who operate the Services.

7.7 Retention, export and deletion #

PhoneFlow keeps Customer Data for the life of the Customer's account unless the Customer deletes it using features the Services provide, or asks PhoneFlow to delete it.

The Customer may request an export or deletion of Customer Data by email to [email protected]. PhoneFlow will complete a deletion request within 60 days. This includes recordings stored with PhoneFlow's carrier.

PhoneFlow does not currently offer self-serve export or automated retention periods. Section 15.6 covers data after termination.

Deletion does not reach:

• backups, which roll off on PhoneFlow's hosting providers' schedules and remain subject to Section 8 until they do;
• data PhoneFlow must keep by law or for a legal hold;
• Telemetry;
• acceptance, billing and transaction records, which PhoneFlow keeps as legal and business records;
• operational logs, which may contain fragments of Customer Data and remain subject to Section 8 for as long as they are kept; and
• copies that Subprocessors keep under their own terms, for example for security and abuse monitoring.

7.8 Customer-directed disclosures #

When the Customer configures the Services to send Customer Data to a Third-Party Service, the Customer directs that disclosure. This includes:

• an integration, webhook or custom HTTP tool;
• an email or SMS recipient; or
• a partner.

The recipient is not PhoneFlow's Subprocessor. PhoneFlow is not responsible for what the recipient does with the data.

If the Customer enables an integration that can read records back to Callers, the Customer is responsible for deciding what may be disclosed and to whom, including whether a Caller's identity must be verified first.

7.9 DPA #

The DPA applies to PhoneFlow's processing of personal information within Customer Data and forms part of this Agreement.

8. Confidentiality #

8.1 Definition #

"Confidential Information" means non-public information one party (the "discloser") gives the other (the "recipient") in connection with the Agreement that is marked confidential or that a reasonable person would understand to be confidential.

• Customer Data, including all call and message content, is the Customer's Confidential Information.
• Non-public pricing, security information and PhoneFlow IP are PhoneFlow's Confidential Information.

Confidential Information does not include information that the recipient can show:

• is or becomes public through no fault of the recipient;
• the recipient already knew without a duty of confidentiality;
• the recipient received from a third party without a duty of confidentiality; or
• the recipient developed independently without using the discloser's information.

8.2 Obligations #

The recipient will:

• use the discloser's Confidential Information only to perform or exercise rights under the Agreement;
• protect it with at least reasonable care; and
• disclose it only to its employees, contractors, advisers and Subprocessors who need to know it and are bound by confidentiality obligations at least as protective as these.

The recipient is responsible for their compliance.

8.3 Legal process #

If the law, a court, a regulator or a subpoena requires the recipient to disclose the discloser's Confidential Information, the recipient will, unless legally prohibited:

• give the discloser prompt notice so it can seek protection; and
• disclose only what is legally required.

Where PhoneFlow receives legal process for Customer Data, it will first try to redirect the requester to the Customer where that is reasonable.

8.4 Duration #

These obligations continue during the Term and for five years afterwards. For Customer Data and trade secrets, they continue for as long as the information remains confidential or in PhoneFlow's possession, including in backups.

8.5 Remedies #

Misuse of Confidential Information can cause harm that money alone cannot repair. The discloser may seek injunctive relief under Section 20.3 in addition to other remedies.

9. Security #

9.1 Safeguards #

PhoneFlow maintains reasonable administrative, technical and physical safeguards designed to protect Customer Data. As of the date of this version, these include:

• Customer Data is encrypted in transit, and at rest by PhoneFlow's hosting providers.
• Integration credentials are stored encrypted in PhoneFlow's database.
• Database row-level security policies and access controls are designed to isolate each customer's data from other customers' data.
• Production access is limited to PhoneFlow staff who operate the Services.

PhoneFlow does not currently hold any third-party security or compliance certification. PhoneFlow may change its safeguards but will not materially reduce the overall protection of Customer Data during the Term.

9.2 Security incidents #

If PhoneFlow becomes aware of unauthorized access to, or acquisition of, Customer Data in PhoneFlow's or its Subprocessors' systems (a "Security Incident"), PhoneFlow will notify the Customer without undue delay and as the DPA requires. It will also give the Customer reasonable information and cooperation.

A notice is not an admission of fault.

9.3 Allocation #

PhoneFlow is responsible for unauthorized access to Customer Data only to the extent caused by PhoneFlow's breach of this Section 9.

The Customer is responsible for:

• securing its own devices, networks, credentials and accounts;
• the Third-Party Services it connects; and
• the recipients it chooses.

10. Third-Party Services, Carriers and Integrations #

10.1 Carriers and providers #

PhoneFlow obtains telephone numbers, calling and messaging capabilities from third-party carriers, currently Twilio. It also relies on third-party providers for:

• speech recognition;
• speech synthesis;
• language models;
• hosting;
• email; and
• payments.

The Subprocessor List names them, and PhoneFlow may change providers. These providers are not under PhoneFlow's control. PHONEFLOW IS NOT RESPONSIBLE FOR THEIR OUTAGES, ERRORS, CHANGES OR ACTS, EXCEPT TO THE EXTENT PHONEFLOW CAUSES THEM.

10.2 Integrations #

Third-Party Services the Customer enables are governed by the Customer's own agreements with their providers. PHONEFLOW DOES NOT WARRANT OR SUPPORT THEM AND IS NOT RESPONSIBLE FOR THEM. By enabling one, the Customer authorizes PhoneFlow to exchange Customer Data with it as configured.

A THIRD-PARTY SERVICE MAY CHANGE OR STOP WORKING WITH THE SERVICES, AND PHONEFLOW IS NOT LIABLE WHEN THAT HAPPENS.

10.3 Integration credentials #

When the Customer gives PhoneFlow credentials, API keys or authorizations for a Third-Party Service, the Customer represents that it is authorized to provide them and to grant the scopes it selects.

PhoneFlow will use them only to perform the actions the Customer configured. The Customer is responsible for actions its agents and tools take in a Third-Party Service as configured, including:

• records created, changed or deleted;
• messages sent; and
• information read back to Callers.

10.4 Flow-down terms #

Some providers require PhoneFlow to pass their terms on to customers, such as carrier messaging policies and AI usage policies. The AUP identifies them, and the Customer will comply with them.

11. Fees, Wallet and Minutes #

11.1 Prepaid model #

The Services are paid for in advance by adding minutes to the Wallet through the Billing area of the Services or under an Order Form. Minutes are consumed as the Customer uses the Services.

11.2 Rates #

Rates are as set out below unless an Order Form states other rates. As of this version:

• (a) minutes cost US$0.25 each;
• (b) each minute of a call or widget session handled by an AI agent consumes one minute;
• (c) each minute of a call handled by a human after transfer consumes 0.12 of a Wallet minute, which is US$0.03 per human-handled minute at the US$0.25 rate; and
• (d) on a call that starts with AI and transfers to a human, each portion is measured separately at its own rate.

Usage is measured per call. On each call, the AI-handled portion and the human-handled portion are each rounded up to the next whole minute before its rate applies. For example, a call with 5 minutes of AI handling followed by 10 minutes of human handling consumes 5 + (10 × 0.12) = 6.2 minutes.

11.3 What counts as usage #

All usage of the Customer's numbers, agents and widgets is billable at the applicable rate, whoever initiated it. This includes:

• spam and robocalls;
• wrong numbers;
• abandoned calls;
• voicemails;
• repeat calls; and
• calls generated by the Customer's own forwarding or routing setup.

PhoneFlow is not obligated to screen or block unwanted calls. The Customer is responsible for all usage of its account, whether authorized or not, except usage caused by PhoneFlow's breach.

11.4 The Wallet is not cash #

The Wallet is a prepayment for Services. It is not cash, a deposit, a bank account, stored value or a gift card, and it earns no interest. Minutes cannot be redeemed for cash, and cannot be transferred to another account or person, except as Section 11.10 provides.

11.5 Purchased Minutes do not expire #

Purchased Minutes do not expire while the Customer's account remains open.

11.6 Promotional Minutes #

Promotional Minutes, including trial minutes:

• have no cash value;
• are not refundable or transferable; and
• do not currently expire.

PhoneFlow may set or change an expiry date for Promotional Minutes by giving the Customer at least 30 days' notice. PhoneFlow may revoke Promotional Minutes that are obtained through abuse or used in breach of the Agreement.

11.7 Order of use #

Promotional Minutes are used before Purchased Minutes. Unused Promotional Minutes stay in the Wallet when the Customer makes its first purchase, subject to Section 11.6.

11.8 Low and zero balance #

A new call can start only if the Wallet holds at least one minute. When it holds less, new calls go to the Customer's fallback number if one is set. If none is set, Callers hear that the service is temporarily unavailable.

A call that has already connected may continue. The Customer is responsible for keeping a sufficient balance or a fallback number. PhoneFlow does not currently send low-balance alerts.

11.9 Negative balance #

If usage takes the Wallet below zero, the Customer owes the difference. PhoneFlow may deduct it from the next purchase.

11.10 Refunds #

All fees are non-refundable, and minutes are earned by PhoneFlow as they are used. However, PhoneFlow will refund the unused Purchased Minutes at the price the Customer paid for them if:

• (a) PhoneFlow terminates the Agreement for convenience, or discontinues the Services;
• (b) the Customer terminates because PhoneFlow failed to cure a material breach under Section 15.2(d);
• (c) the Service Warranty remedy in Section 17.1 applies;
• (d) the Customer terminates, or is treated as having terminated, under Section 22.3;
• (e) the law requires a refund;
• (f) the Customer terminates under Section 3.4;
• (g) PhoneFlow terminates affected Services under Section 19.2;
• (h) the Customer terminates after objecting to a new Subprocessor under the DPA; or
• (i) Section 11.11 requires a refund of the remainder after set-off.

11.11 Forfeiture, set-off and revocation #

If PhoneFlow terminates the Agreement for cause under Section 15.2(c):

• Promotional Minutes are forfeited;
• PhoneFlow may set off against unused Purchased Minutes the fees, carrier fines, costs and damages the Customer's breach caused, and will refund any remainder; but
• if PhoneFlow terminates for fraud or for illegal calling or texting, unused Purchased Minutes are forfeited and no remainder is refunded.

PhoneFlow may revoke minutes obtained by fraud, through a payment later reversed, or through duplicate trial accounts.

11.12 Unused minutes on closure #

If the Customer closes its account for convenience, unused Purchased Minutes are not refunded.

11.13 Payment #

The Customer authorizes PhoneFlow and its payment processor, currently Stripe, to charge the payment method the Customer provides for each purchase. The payment method must be one the Customer is authorized to use for business purposes.

For accounts invoiced under an Order Form:

• invoices are due within 30 days unless the Order Form says otherwise;
• overdue amounts bear interest at 1.5% per month or the highest rate the law allows, whichever is lower; and
• the Customer pays reasonable collection costs for undisputed amounts.

11.14 Taxes and pass-through fees #

Fees exclude taxes. The Customer pays all sales, use, value-added, telecommunications and similar taxes, and all regulatory fees on its purchases, except taxes on PhoneFlow's net income.

The Customer also pays carrier and registry fees and penalties that relate to its account or its use of the Services, as passed through at cost. Examples are messaging registration fees and carrier fines for non-compliant messages.

11.15 Billing disputes and chargebacks #

The Customer must raise any billing dispute in writing to [email protected] within 60 days after the charge. Otherwise the charge is final, except where the law provides otherwise. The parties will work in good faith to resolve the dispute. A billing dispute under this Section is not a notice of dispute under Section 20.1.

The Customer agrees to contact PhoneFlow first and try to resolve a disputed charge before starting a chargeback. If the Customer starts a chargeback without doing so, or a chargeback is found to be unfounded, PhoneFlow may:

• suspend the Services until it is resolved; and
• recover the charge and any processor fee.

11.16 Price changes #

PhoneFlow may change its prices on at least 30 days' notice. A new price applies only to purchases made on or after its effective date. Minutes already in the Wallet are not reduced.

A change to the rates at which minutes are consumed (Section 11.2(b)–(d)) is not a price change under this Section 11.16. It is a Material Change under Section 22.

12. Auto-Pay #

12.1 Off by default #

Auto-Pay is off unless the Customer turns it on. It is turned on only in the Billing area, which shows the trigger balance or schedule and the amount charged.

12.2 Continuing authorization #

Once enabled, Auto-Pay authorizes PhoneFlow to charge the selected payment method on the terms the Customer chose, without further approval, each time the conditions are met. This continues until the Customer turns it off.

The Customer may turn Auto-Pay off at any time in Billing, which stops future charges immediately. A charge already submitted before then may complete.

12.3 Charge records #

PhoneFlow records each Auto-Pay charge in the Customer's account and will provide a record of any charge on request to [email protected].

12.4 Declined payments #

If an Auto-Pay charge is declined, PhoneFlow may retry the charge, and may pause Auto-Pay. Section 11.8 applies while the balance is low.

12.5 Record of Auto-Pay settings #

PhoneFlow keeps a record of the Customer's current Auto-Pay settings and may rely on it.

13. Free Trial #

13.1 Trial #

PhoneFlow may offer a free trial of the Services with 200 Promotional Minutes and no payment method required. A trial has no fixed end date, and its Promotional Minutes do not currently expire (Section 11.6). Once the trial minutes are used, further use requires a purchase.

13.2 No automatic conversion #

A trial never converts to a paid purchase automatically. Paid use begins only when the Customer buys minutes.

13.3 This Agreement applies #

The trial is governed by this Agreement, including Section 20 (Dispute Resolution). During a trial, the following also apply:

• (a) THE SERVICES ARE PROVIDED "AS IS", WITH NO SERVICE WARRANTY, NO SERVICE COMMITMENT AND NO INDEMNITY FROM PHONEFLOW;
• (b) PhoneFlow's total liability is limited as Section 18.3 provides for Customers that have not paid; and
• (c) PhoneFlow may suspend a trial under Section 14, end it for cause under Section 15.2(c), and revoke its Promotional Minutes for abuse under Section 11.6. Otherwise, PhoneFlow may end a trial only by giving the Customer at least 30 days' notice.

13.4 Real calls #

Trial calls are real calls from real people. The Customer is fully responsible for its use of the Services during a trial, including Sections 5 and 6, just as for paid use.

13.5 Closing an unpaid trial account #

If the Customer has never purchased minutes, and its Promotional Minutes are used up or have expired after notice under Section 11.6, PhoneFlow may close the account by giving the Customer at least 30 days' notice. The account stays open if the Customer purchases minutes before the notice period ends. Section 15.6 applies to Customer Data. Numbers are handled as Section 15.5 provides.

13.6 Inactive trial numbers #

If the Customer has never purchased minutes and a PhoneFlow Number on its trial account has had no calls for 90 days, PhoneFlow may reclaim that number after giving the Customer notice. A reclaimed number may be reassigned and cannot always be recovered.

14. Suspension #

14.1 Grounds #

PhoneFlow may suspend all or part of the Services immediately if PhoneFlow reasonably believes any of the following:

• (a) the Customer or its users have breached the AUP or Section 5;
• (b) PhoneFlow has received a credible complaint of unlawful calling, texting or recording;
• (c) a carrier, provider or regulator demands it, or continued use risks PhoneFlow's standing with a carrier or provider;
• (d) there is a security threat, fraud, or abnormal traffic;
• (e) the Wallet is at or below zero, or a payment is overdue or charged back;
• (f) required verification or registration has failed or is incomplete;
• (g) a Required Disclosure has been disabled or circumvented; or
• (h) the law or a change in law requires it.

The Service Terms may list further product-specific grounds.

14.2 Scope and notice #

PhoneFlow will limit a suspension to what is reasonably necessary, for example to specific agents, numbers, outbound calling, messaging or integrations. It will give notice before suspending where practicable, and otherwise promptly afterwards. Notice by email is sufficient.

PhoneFlow will restore the Services promptly after the cause is resolved.

14.3 Effect #

Fees for usage during a suspension remain payable. PHONEFLOW IS NOT LIABLE FOR ANY SUSPENSION MADE IN GOOD FAITH UNDER THIS SECTION 14.

PhoneFlow may cooperate with lawful requests from law enforcement, regulators and carriers about the Customer's use of the Services, subject to Section 8.3.

15. Term, Termination, Numbers and Data on Exit #

15.1 Term #

The Agreement starts when the Customer accepts it and continues until terminated (the "Term"). There is no fixed term.

15.2 Termination #

• (a) By the Customer for convenience. The Customer may close its account at any time by notice to [email protected].

• (b) By PhoneFlow for convenience. PhoneFlow may terminate on 30 days' notice, and will refund unused Purchased Minutes.

• (c) By PhoneFlow for cause. PhoneFlow may terminate by notice if the Customer:

  • materially breaches the Agreement, or commits a material or repeated AUP violation, and, where the breach can be cured, does not cure it within 10 days after notice; or
  • uses the Services for illegal calling, texting, fraud or recording, in which case termination may be immediate.

  Section 11.11 governs unused minutes after a termination under this Section 15.2(c).

• (d) By the Customer for cause. If PhoneFlow materially breaches the Agreement and does not cure the breach within 30 days after written notice, the Customer may terminate, and PhoneFlow will refund unused Purchased Minutes.

• (e) Insolvency. Either party may terminate by notice if the other becomes insolvent, makes a general assignment for creditors, or becomes subject to bankruptcy or similar proceedings that are not dismissed within 60 days, to the extent the law allows.

15.3 Effect of termination #

On termination:

• the Customer's right to use the Services ends;
• amounts owed become due; and
• Section 11 governs any unused minutes.

15.4 Forwarded numbers #

Numbers the Customer owns and forwards to PhoneFlow remain the Customer's. On termination, the Customer is responsible for removing the forwarding with its own carrier.

15.5 PhoneFlow-provisioned numbers and porting #

For numbers PhoneFlow provisions, Twilio is the carrier of record. The Customer may port such a number to another carrier at any time before PhoneFlow releases it, including during the 45-day hold after termination. PhoneFlow will never block an authorized port request. The Customer should start any port before termination, and must complete it within that 45-day hold.

PhoneFlow holds provisioned numbers for 45 days after termination and may then release them. The Service Terms describe when PhoneFlow may reclaim numbers that go unused.

15.6 Customer Data after termination #

For 30 days after termination, the Customer may request an export of its Customer Data by email to [email protected]. PhoneFlow will provide it in a commonly used format.

PhoneFlow will delete Customer Data within 60 days after termination (the 30-day export window runs within that period), including recordings stored with PhoneFlow's carrier, subject to the exceptions in Section 7.7. Until deletion, PhoneFlow may process Customer Data only to provide the export, complete deletion, and comply with law.

16. Ownership and Feedback #

16.1 PhoneFlow IP #

PhoneFlow and its licensors own all rights in PhoneFlow IP. The Agreement grants the Customer only the rights it expressly states, and PhoneFlow reserves all other rights.

16.2 Feedback #

If the Customer gives PhoneFlow suggestions or feedback about the Services, PhoneFlow may use them without restriction or payment. Feedback does not include Customer Data, and this Section 16.2 does not change Section 7.

17. Warranties and Disclaimers #

17.1 Service Warranty #

For paid use, PhoneFlow warrants that the Services will operate in material conformity with the Documentation as it stood when the Customer purchased the minutes being used (the "Service Warranty"). A later Documentation change does not reduce the Service Warranty for minutes already purchased. To claim under it, the Customer must describe the problem to PhoneFlow in writing within 30 days after it first occurs.

PhoneFlow will use commercially reasonable efforts to correct the problem. If PhoneFlow cannot do so within a reasonable time, either party may terminate the affected Services, and PhoneFlow will refund unused Purchased Minutes.

THIS IS THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE SERVICE WARRANTY.

The Service Warranty does not cover:

• trials or Beta Features;
• Output;
• Third-Party Services; or
• problems caused by Customer Materials, the Customer's configuration, or misuse.

17.2 Mutual warranties #

Each party warrants that it has the authority to enter into the Agreement.

17.3 General disclaimer #

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 17.1 AND 17.2, THE SERVICES, SETUP SERVICES, DOCUMENTATION, OUTPUT AND BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, PHONEFLOW AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY. THIS INCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PHONEFLOW DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.

17.4 AI Output disclaimer #

AI FEATURES MAY MISHEAR OR MISUNDERSTAND SPEECH, MISIDENTIFY A CALLER'S INTENT OR URGENCY, AND GENERATE CONTENT THAT IS INACCURATE, INCOMPLETE, OUTDATED, INAPPROPRIATE OR MADE UP. TRANSCRIPTS, SUMMARIES, CLASSIFICATIONS AND EXTRACTED FIELDS MAY BE WRONG OR MISSING. OUTPUT IS NOT LEGAL, MEDICAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE. THE CUSTOMER MUST HAVE A QUALIFIED PERSON REVIEW OUTPUT BEFORE RELYING ON IT, AND PHONEFLOW IS NOT RESPONSIBLE FOR DECISIONS MADE OR ACTIONS TAKEN BASED ON OUTPUT.

17.5 No guarantee of answered calls; not an emergency service #

PHONEFLOW DOES NOT GUARANTEE THAT ANY CALL, TEXT, WIDGET SESSION, EMAIL, WEBHOOK OR NOTIFICATION WILL BE ANSWERED, CONNECTED, TRANSFERRED, ROUTED, CLASSIFIED, TRANSCRIBED, RECORDED OR DELIVERED, OR THAT IT WILL BE HANDLED CORRECTLY OR ON TIME.

TO THE FULLEST EXTENT PERMITTED BY LAW, PHONEFLOW IS NOT LIABLE FOR ANY LOSS ARISING FROM CALLS OR MESSAGES THAT ARE UNANSWERED, DROPPED, DELAYED, MISROUTED, MISCLASSIFIED, MISTRANSCRIBED, NOT RECORDED OR NOT DELIVERED. THIS INCLUDES LOST BUSINESS, CLIENTS, JOBS, SALES, APPOINTMENTS, DEADLINES OR LEGAL RIGHTS. IT APPLIES ONLY TO THE EXTENT THE LOSS IS CAUSED BY:

• CARRIERS, CALL FORWARDING, PORTING, INTERNET OR POWER FAILURES;
• THIRD-PARTY SERVICES;
• THE CUSTOMER'S CONFIGURATION, CUSTOMER MATERIALS, TRANSFER TARGETS OR NOTIFICATION SETTINGS;
• A LOW OR ZERO WALLET BALANCE;
• A SUSPENSION UNDER SECTION 14; OR
• OTHER EVENTS OUTSIDE PHONEFLOW'S REASONABLE CONTROL.

FOR LOSSES CAUSED BY PHONEFLOW'S OWN FAILURE TO PERFORM, SECTIONS 17.1 AND 18 APPLY.

PHONEFLOW IS NOT AN EMERGENCY SERVICE AND IS NOT A REPLACEMENT FOR A TELEPHONE LINE. THE SERVICES CANNOT CALL 911 OR ANY OTHER EMERGENCY NUMBER, AND CANNOT CONNECT ANYONE TO EMERGENCY SERVICES. THE AI ASSISTANT CANNOT DISPATCH EMERGENCY HELP, AND MAY NOT RECOGNIZE AN EMERGENCY. THE CUSTOMER MUST KEEP A SEPARATE MEANS OF REACHING EMERGENCY SERVICES. THE SERVICE TERMS CONTAIN FURTHER EMERGENCY-CALLING TERMS.

PHONEFLOW SOFTPHONES, SIP DEVICES AND THE PHONEFLOW MOBILE APP CANNOT PLACE 911 CALLS AND MUST NOT BE USED FOR EMERGENCIES.

17.6 Compliance tools are not legal advice #

TEMPLATES, DEFAULT DISCLOSURES, GUARDRAILS, CONSENT PROMPTS, OPT-OUT HANDLING, CALLING-HOUR LIMITS AND OTHER COMPLIANCE-RELATED FEATURES OR GUIDANCE ARE CONVENIENCES. THEY ARE NOT LEGAL ADVICE AND DO NOT GUARANTEE THAT THE CUSTOMER'S USE OF THE SERVICES COMPLIES WITH ANY LAW. THE CUSTOMER SHOULD CONSULT ITS OWN COUNSEL.

18. Limitation of Liability #

18.1 Allocation of risk #

The fees for the Services reflect the allocation of risk in this Section 18 and in Sections 17 and 19. PhoneFlow would not provide the Services at these prices without them.

18.2 Exclusion of consequential damages #

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, EVEN IF ADVISED OF THEIR POSSIBILITY:

• LOST PROFITS, REVENUE, SALES, BUSINESS, CLIENTS, OPPORTUNITIES OR GOODWILL;
• LOST OR CORRUPTED DATA;
• BUSINESS INTERRUPTION;
• COST OF SUBSTITUTE SERVICES; OR
• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES.

THIS SECTION 18.2 DOES NOT LIMIT LIABILITY FOR EXCLUDED CLAIMS. IT ALSO DOES NOT EXCLUDE THE REASONABLE COSTS OF NOTIFYING INDIVIDUALS AND REGULATORS THAT THE LAW REQUIRES AFTER A SECURITY INCIDENT CAUSED BY A PARTY'S BREACH OF THE AGREEMENT. THOSE COSTS ARE DIRECT DAMAGES, SUBJECT TO SECTIONS 18.3 AND 18.5.

18.3 Cap #

TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS SECTION 18.5 PROVIDES, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, FOR ALL CLAIMS COMBINED, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS THE CUSTOMER PAID TO PHONEFLOW UNDER THE AGREEMENT IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY, AND (B) US$100. IF THE CUSTOMER HAS NEVER PAID PHONEFLOW, INCLUDING DURING A TRIAL, THE CAP IS US$100.

18.4 Excluded Claims #

THE LIMITS IN SECTIONS 18.2 AND 18.3 DO NOT APPLY TO THE FOLLOWING ("EXCLUDED CLAIMS"):

• (A) THE CUSTOMER'S OBLIGATION TO PAY FEES, TAXES AND PASS-THROUGH CHARGES;
• (B) THE CUSTOMER'S INDEMNITY OBLIGATIONS UNDER SECTION 19.1;
• (C) THE CUSTOMER'S WILLFUL OR KNOWING BREACH OF THE AUP, OR ANY BREACH OF AUP SECTION 3 (CALLING, TEXTING AND CALLER ID), SECTION 4.1 (HONESTY ABOUT THE AI), SECTION 4.3 (VOICES AND BIOMETRICS) OR SECTION 7, ITEMS 1 TO 3 (SECURITY);
• (D) THE CUSTOMER'S OWN VIOLATIONS OF COMMUNICATIONS LAWS, INCLUDING IN OUTBOUND CALLS AND TEXTS IT SENDS, THROUGH RECORDING NOTICES OR DISCLOSURES IT REMOVED OR ALTERED, OR BY FAILING TO OBTAIN CONSENTS IT WAS RESPONSIBLE FOR;
• (E) THE CUSTOMER'S INFRINGEMENT OR MISAPPROPRIATION OF PHONEFLOW IP, OR USE OF THE SERVICES BEYOND THE RIGHTS GRANTED IN SECTION 3.1 OR IN BREACH OF SECTION 5.8; AND
• (F) A PARTY'S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

THE CUSTOMER'S LIABILITY FOR CLAIMS (A) TO (E), AND EACH PARTY'S LIABILITY FOR ITS OWN CONDUCT UNDER (F), IS NOT LIMITED. ANY OTHER BREACH OF THE AUP REMAINS SUBJECT TO SECTIONS 18.2 AND 18.3.

18.5 Separate caps #

(A) IP INDEMNITY. PHONEFLOW'S TOTAL LIABILITY UNDER SECTION 19.2 WILL NOT EXCEED TWO TIMES THE AMOUNT IN SECTION 18.3.

(B) DATA, CONFIDENTIALITY AND DISCLOSURE. PHONEFLOW'S LIABILITY FOR BREACH OF SECTION 7.3, 8 OR 9 OR OF THE DPA COUNTS TOWARD, AND IS LIMITED BY, THE CAP IN SECTION 18.3. A SEPARATE OR HIGHER LIMIT FOR THOSE CLAIMS APPLIES ONLY IF A SIGNED ORDER FORM STATES IT.

THE CAP IN (A) IS A SEPARATE CAP, IN ADDITION TO THE CAP IN SECTION 18.3.

18.6 Application #

THESE LIMITS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT LIMIT LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, AND IF THE LAW DOES NOT ALLOW A LIMIT TO APPLY IN FULL, THE LIMIT APPLIES TO THE MAXIMUM EXTENT THE LAW ALLOWS.

18.7 Time to bring claims #

NEITHER PARTY MAY BRING A CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT MORE THAN ONE YEAR AFTER THE CLAIM ACCRUES. A CLAIM FOR INDEMNIFICATION ACCRUES WHEN THE UNDERLYING THIRD-PARTY CLAIM IS FIRST ASSERTED AGAINST THE PARTY SEEKING INDEMNITY.

19. Indemnification #

19.1 By the Customer #

The Customer will defend PhoneFlow, its affiliates, and their officers, employees and agents against any third-party claim, and against any investigation, inquiry or proceeding by a government or regulatory authority. It will indemnify them for resulting losses, including:

• damages, fines, penalties and settlement amounts; and
• reasonable attorneys' fees and costs.

This applies to the extent the claim or proceeding arises from:

• (a) Customer Materials, or Customer Data as supplied or collected on the Customer's instructions, to the extent the claim alleges that its content, or the Customer's right to collect or use it, infringes or violates a third party's rights or the law. This includes knowledge-base content and website content the Customer asked PhoneFlow to use;
• (b) the Customer's or its Customer Users' breach of Section 5, Section 6.2, or the AUP, or violation of law;
• (c) the Customer's conduct under Communications Laws, including:
  • outbound calls and texts the Customer sends or schedules;
  • recording or disclosure settings the Customer removed or altered; and
  • consents and notices the Customer was responsible for;
• (d) claims by End Users relating to the Customer's use of the Services, to the extent caused by the Customer's acts or omissions, Customer Materials, configuration, or instructions;
• (e) actions taken in Third-Party Services as the Customer configured them, and the Customer's disclosure of Customer Data to recipients it chose;
• (f) Prohibited Data that the Customer, or configuration that is its Customer Materials under Section 3.3, caused to be collected or processed; or
• (g) the Customer's failure to maintain alternative emergency access as required by Section 5.6.

The Customer has no obligation under this Section 19.1 to the extent a claim is caused by PhoneFlow's breach of the Agreement, negligence, willful misconduct or violation of law, by a Security Incident in PhoneFlow's or its Subprocessors' systems, or by the Services failing to deliver a Required Disclosure as the Service Terms describe.

19.2 By PhoneFlow #

PhoneFlow will defend the Customer against any claim brought by a third party that asserts the Services, as provided by PhoneFlow and used as the Agreement permits, infringe a United States patent, copyright or trademark, or misappropriate a trade secret. PhoneFlow will indemnify the Customer for damages and costs finally awarded, or agreed in a settlement PhoneFlow approves.

PhoneFlow has no obligation for claims arising from:

• (a) trial, free or Beta Feature use;
• (b) Output;
• (c) Third-Party Services, or third-party components of the Services, such as carrier services, language models, speech recognition and speech synthesis;
• (d) Customer Data or Customer Materials;
• (e) combination of the Services with anything PhoneFlow did not provide;
• (f) modifications not made by PhoneFlow;
• (g) use in breach of the Agreement; or
• (h) continued use after PhoneFlow offers a non-infringing alternative.

If the Services are, or PhoneFlow believes they may be, subject to such a claim, PhoneFlow may:

• obtain the right for the Customer to keep using them;
• modify them to be non-infringing without material loss of function; or
• if neither is commercially reasonable, terminate the affected Services and refund unused Purchased Minutes.

THIS SECTION 19.2 IS PHONEFLOW'S ENTIRE LIABILITY, AND THE CUSTOMER'S EXCLUSIVE REMEDY, FOR INFRINGEMENT CLAIMS.

19.3 Procedure #

The indemnified party will:

• promptly notify the indemnifying party of the claim (a delay relieves the indemnifying party only to the extent it is prejudiced);
• give the indemnifying party control of the defense and settlement; and
• provide reasonable cooperation at the indemnifying party's expense.

The indemnified party may take part in the defense through counsel it chooses and pays for. The indemnifying party may not settle a claim in a way that imposes an obligation or admission on the indemnified party without its consent, which it will not unreasonably withhold.

However, PhoneFlow may control its own response to any government or regulatory investigation or proceeding directed at PhoneFlow. For a matter covered by Section 19.1, the Customer will reimburse PhoneFlow's reasonable costs of that response.

20. Dispute Resolution: Arbitration, Class Action Waiver and Jury Waiver #

This Section 20 is the dispute-resolution clause for every PhoneFlow document that forms part of the Agreement. Those documents refer to it rather than repeating it.

20.1 Informal resolution first #

Before starting arbitration or a court action, a party must send the other a written notice of dispute. The notice must describe the dispute and the relief requested.

• Notices to PhoneFlow go to [email protected] and its notice address.
• Notices to the Customer go to its Notice Email.

The parties will try in good faith to resolve the dispute for 45 days after the notice is received. Any limitations period, including under Section 18.7, is paused during those 45 days.

20.2 Binding individual arbitration #

IF THE DISPUTE IS NOT RESOLVED, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, INCLUDING ITS FORMATION, SCOPE, VALIDITY OR ENFORCEABILITY, WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, EXCEPT AS SECTION 20.3 PROVIDES.

The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in effect when the demand is filed.

• There will be one arbitrator.
• The seat of arbitration is Lansing, Michigan.
• Hearings may be held by video conference, and either party may ask that they be.
• The arbitrator may award any individual relief a court could award under the Agreement, subject to Section 18, and will issue a reasoned written decision.
• Any court with jurisdiction may enter judgment on the award.

The Federal Arbitration Act governs this Section 20.

Delegation. The arbitrator, not a court, decides all questions about arbitrability, including the scope, validity and enforceability of this Section 20. The only exceptions are Section 20.4 and Section 20.9, which a court decides.

20.3 Exceptions #

Either party may bring any of the following in court instead of arbitration:

• (a) an individual claim in small claims court, if it qualifies and stays there;
• (b) a claim for injunctive or other equitable relief to protect its intellectual property or Confidential Information, or to stop misuse of the Services;
• (c) a claim to collect undisputed fees; or
• (d) a complaint to a government agency.

20.4 Class, collective and representative action waiver #

ALL CLAIMS BETWEEN THE PARTIES MUST BE BROUGHT AND DECIDED INDIVIDUALLY. NEITHER PARTY MAY PURSUE A CLAIM AGAINST THE OTHER AS A CLASS REPRESENTATIVE, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR PARTICIPANT IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS, AND MAY NOT PRESIDE OVER ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING, EXCEPT AS SECTION 20.6 ALLOWS FOR ADMINISTRATION.

IF A COURT DECIDES THAT THIS SECTION 20.4 IS UNENFORCEABLE AS TO A DISPUTE, THEN ALL OF SECTION 20 (OTHER THAN SECTIONS 20.1 AND 20.8) IS VOID FOR THAT DISPUTE, AND THE DISPUTE WILL BE DECIDED ONLY BY THE COURTS DESCRIBED IN SECTION 21.2.

20.5 Arbitration fees #

Each party pays the fees the AAA rules assign to it. However, for a claim by the Customer seeking less than US$10,000, PhoneFlow will advance the Customer's AAA filing, administrative and arbitrator fees above US$250. The arbitrator may reallocate those fees if the claim is found frivolous or brought for an improper purpose.

Each party bears its own attorneys' fees unless the law or the arbitrator's application of the Agreement provides otherwise.

20.6 Mass filings #

If 25 or more demands for arbitration that raise similar claims are filed against a party by or with the help of the same or coordinated counsel, the AAA's supplementary rules for multiple or mass case filings will apply, to the extent they are available. The parties agree that the AAA may administer the demands in batches under those rules. Limitations periods are paused for demands waiting in a batch.

20.7 Right to opt out #

The Customer may opt out of arbitration by email to [email protected] within 30 days after it first accepts the Agreement. The email must state:

• the Customer's legal name;
• the account email address; and
• that it opts out of arbitration.

Opting out does not affect any other part of the Agreement. Disputes will then be decided by the courts in Section 21.2, and the jury waiver in Section 20.8 still applies.

20.8 Jury trial waiver #

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES. THIS WAIVER APPLIES IN COURT, WHETHER BECAUSE A CLAIM IS EXCEPTED FROM ARBITRATION, THE CUSTOMER OPTED OUT, OR ARBITRATION DOES NOT APPLY FOR ANY OTHER REASON. IT IS SEVERABLE FROM THE REST OF THIS SECTION 20.

No PhoneFlow employee, partner or agent has authority to tell the Customer that any part of this Section 20 will not be enforced. Any such statement is not binding on PhoneFlow.

20.9 Changes to this Section #

PhoneFlow will not change this Section 20 unless the Customer expressly accepts the change. A change never applies to a dispute that was pending, or of which a party had given notice, before the change took effect.

20.10 Conflicts #

This Section 20 supersedes any conflicting dispute-resolution term in any other PhoneFlow document, except a signed Order Form that expressly amends this Section 20.

21. Governing Law and Courts #

21.1 Governing law #

The laws of the State of Michigan govern the Agreement and any dispute arising out of or relating to it, without regard to conflict-of-laws rules. The Federal Arbitration Act governs Section 20. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.2 Courts #

For any matter that is not arbitrated under Section 20, the state courts located in the State of Michigan and the United States District Court for the Western District of Michigan have exclusive jurisdiction. Each party consents to the personal jurisdiction of those courts.

22. Changes to the Agreement #

22.1 Notice #

PhoneFlow may update the Agreement from time to time. PhoneFlow will give at least 30 days' notice of any change other than a housekeeping change. Notice is given by email to the Customer's administrators and Notice Email, and by a banner in the Services. If a notice email bounces, PhoneFlow will also show the notice in the Services, and the change takes effect no earlier than 30 days after it is first shown.

Housekeeping changes, such as correcting typos, updating contact details or clarifying wording without changing meaning, may be posted with a change-log entry and no other notice.

22.2 How changes take effect #

• (a) Non-material changes take effect on the date stated in the notice. The Customer's continued use of the Services after that date means it accepts them.
• (b) Material Changes take effect for the Customer only when an authorized individual accepts them through the in-app acceptance screen. PhoneFlow may require that acceptance to continue using the Services after the stated effective date.
• (c) Changes to Section 20 are governed by Section 20.9.

22.3 Right to reject #

If the Customer declines a Material Change, or does not accept it by its effective date, the Customer may terminate by notice at any time up to 30 days after that date and receive a refund of unused Purchased Minutes. If PhoneFlow suspends access because a Material Change has not been accepted, the Customer is treated as having terminated under this Section 22.3 unless it accepts within 30 days.

If the Customer does not agree to any other change, it may terminate the Agreement by notice before the change takes effect for it, and PhoneFlow will refund unused Purchased Minutes.

22.4 Limits on changes #

Changes:

• apply going forward only;
• do not apply to any claim that arose, or any dispute of which notice was given, before the change took effect; and
• bind PhoneFlow as well as the Customer.

A new customer accepts the version current when it signs up. Each prior version remains publicly available at its version address, such as https://myphoneflow.com/legal/customer-agreement/v1.0/.

22.5 Current version #

The current version of each document that forms the Agreement is always available at https://myphoneflow.com/legal/, and the Customer should review it periodically. This Section 22.5 does not replace the notice and acceptance steps in Sections 22.1 to 22.3.

22.6 Order Forms #

Changes to a signed Order Form require a writing signed by both parties.

23. Assignment #

The Customer may not assign or transfer the Agreement without PhoneFlow's prior written consent. However, it may assign the Agreement without consent, on notice, to a successor in a merger, acquisition, or sale of all or substantially all of its assets, if the successor is not a PhoneFlow competitor and is in good standing.

PhoneFlow may assign the Agreement without consent, on notice:

• to an affiliate or successor, including a future PhoneFlow entity; or
• in connection with a merger, acquisition, reorganization, or sale of all or substantially all of the assets of its PhoneFlow business.

Any other attempted assignment is void. The Agreement binds and benefits permitted successors and assigns.

24. Publicity #

PhoneFlow may identify the Customer by name and logo as a PhoneFlow customer, for example in customer lists, unless the Customer opts out by email to [email protected] or, where available, in account settings. PhoneFlow will stop new uses within a reasonable time after an opt-out.

For Customers that are Firms (as the Professional Services Addendum defines them) or healthcare organizations, this permission is off unless the Customer turns it on. Case studies, testimonials, and any use of Customer Data require the Customer's separate consent.

25. Export Controls and Sanctions #

Each party will comply with applicable export control and sanctions laws.

The Customer represents that:

• it is not located in, organized under the laws of, or controlled by persons in a country or region subject to comprehensive U.S. sanctions; and
• it is not named on, or owned or controlled by anyone named on, a U.S. government restricted-party list.

The Customer will not use the Services, or permit their use, in violation of those laws, or to process data controlled under the International Traffic in Arms Regulations.

26. International Use #

The Services are intended for use with U.S. and Canadian phone numbers and Callers. Use with numbers, Callers or Widget Visitors in other countries requires PhoneFlow's prior written approval. A Caller who happens to call from outside those countries does not by itself put the Customer in breach of this Section.

Where PhoneFlow approves such use:

• the Customer is responsible for complying with local recording, telemarketing, consumer, AI and data protection rules, including any duties of a deployer under the EU Artificial Intelligence Act; and
• the DPA, including the Standard Contractual Clauses and the UK Addendum it contains, applies to personal data from the European Economic Area, the United Kingdom and Switzerland.

PhoneFlow may restrict use in any country at any time.

PhoneFlow's primary hosting is in the United States. Subprocessors may process data in other locations as the DPA and Subprocessor List describe.

27. Notices and Electronic Records #

27.1 Operational notices #

PhoneFlow may give operational and account notices by email to the Customer's administrators or Notice Email, or in the Services.

27.2 Legal notices #

Legal notices go as follows:

• To PhoneFlow: notices of breach, termination, indemnity claims or disputes go to [email protected], with a copy to PhoneFlow's notice address.
• To the Customer: notices go to the Notice Email and, if an Order Form lists one, the address in the Order Form.

However, a Customer may close its account under Section 15.2(a), and raise a billing dispute under Section 11.15, by email to [email protected].

An email notice is effective when sent, unless the sender receives a delivery failure. A notice by courier or certified mail is effective on delivery.

27.3 Electronic records #

The Customer consents to receiving the Agreement, notices, receipts and other records electronically. It agrees that:

• electronic acceptance through the Services is its signature; and
• electronic records satisfy any requirement that they be in writing.

PhoneFlow keeps records of each acceptance, including the version accepted. The Customer may download the version it accepted from its version address.

28. Force Majeure #

Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control. Examples include:

• outages or failures of carriers, telecommunications networks, language-model or other AI providers, cloud hosting providers or the internet;
• changes in carrier rules or regulatory requirements;
• natural disasters, fire, flood, epidemics, war, terrorism or civil unrest;
• labor disputes not involving the affected party's own employees;
• acts of government; and
• cyberattacks that reasonable safeguards would not have prevented.

The affected party will use reasonable efforts to reduce the impact and resume performance.

29. Order of Precedence #

If documents that form the Agreement conflict, they apply in this order:

1. a signed Order Form;
2. the DPA, for data protection matters only;
3. the Professional Services Addendum, where it applies;
4. the Service Terms;
5. the body of this Master Customer Agreement;
6. the AUP; and
7. the Documentation.

PhoneFlow rejects any terms in a Customer's purchase order, supplier portal, vendor registration form or similar document. They have no effect even if PhoneFlow accepts or signs the document.

30. General Terms #

30.1 Relationship #

The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship. PhoneFlow is not the Customer's law firm, medical provider, or professional adviser.

30.2 Subcontractors #

PhoneFlow may use subcontractors and Subprocessors to provide the Services, and remains responsible for their performance of PhoneFlow's obligations under the Agreement.

30.3 No third-party beneficiaries #

The Agreement benefits only the parties and the indemnified persons named in Section 19. Callers, End Users, Customer Users and other third parties have no rights under it.

30.4 Severability #

If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement remains in effect. Sections 20.4 and 20.8 contain their own severability rules.

30.5 Waiver #

A failure or delay in enforcing a provision is not a waiver. A waiver must be in writing and signed by the waiving party.

30.6 Government end users #

The Services are commercial computer software and commercial services. Government end users receive only the rights in the Agreement.

31. Entire Agreement and Non-Reliance #

The Agreement is the parties' entire agreement about its subject matter. It supersedes all prior and contemporaneous agreements, proposals, and representations, written or oral, including any terms previously posted on electric.software for the Services.

Each party confirms that, in entering into the Agreement, it has not relied on any statement, promise or representation not set out in the Agreement. This includes statements in marketing materials, websites, demos or sales conversations. Nothing in this Section 31 limits liability for fraud.

32. Survival #

The following survive termination or expiration of the Agreement, together with any other provision that by its nature should survive:

• Sections 2 (Definitions), 5.3 and 5.4 (as to conduct during the Term), 7.7, 7.8 and 15.6 (data after termination), 8 (Confidentiality), 11 (as to amounts owed, refunds, forfeiture and disputes), 15.3 to 15.6, 16 (Ownership and Feedback), 17 (Warranties and Disclaimers), 18 (Limitation of Liability), 19 (Indemnification), 20 (Dispute Resolution), 21 (Governing Law and Courts), 23, 27 to 31, and this Section 32; and
• any payment obligation accrued before termination.