Terms of Service

# Terms of Service

Last updated: [effective date] — Version 1.0 (DRAFT)

These Terms of Service ("Terms") govern your access to and use of the Outbound platform, including its web interface, API, and related services (the "Service"), provided by [Company Legal Name], a [state] company, with offices at [address] ("Outbound", "we", "us"). By creating an account or using the Service, you agree to these Terms on behalf of the organization you represent (the "Customer Organization").

## 1. The Service

The Service is a business-to-business outbound communication platform: it lets the Customer Organization configure AI agents, manage contact lists, and place outbound voice calls and send SMS messages to contacts using telephony infrastructure operated by a third-party provider (Twilio).

We do not provide legal, compliance, or regulatory advice. You are solely responsible for your own compliance with all laws applicable to your use of the Service, including the Telephone Consumer Protection Act ("TCPA"), the FCC's rules, CAN-SPAM, the National Do-Not-Call Registry ("DNCR"), and applicable state telemarketing and consumer-protection laws. [COUNSEL REVIEW: confirm the scope-of-service and no-legal-advice language.]

## 2. Eligibility and account

• - You must be 18 or older and authorized to bind the Customer Organization.
• - The Customer Organization is responsible for the accuracy of all information it provides, including telephony numbers, sender identities, and contact data.
• - Outbound may suspend or terminate an account that it reasonably believes violates these Terms or the law.

## 3. Acceptable use

You may not use the Service, directly or indirectly, to:

• - Send calls or messages in violation of the TCPA or DNCR, including calls to numbers on the National Do-Not-Call Registry where no prior express written consent exists (for artificial voice or recorded messages) or without the required consents (for autodialed calls);
• - Harass, threaten, defraud, or misrepresent the identity of the caller;
• - Send unsolicited commercial communications that do not identify the sender and provide a working opt-out mechanism;
• - Transmit unlawful, defamatory, or materially misleading content;
• - Reverse-engineer, probe, or load-test the Service except as expressly permitted;
• - Use the Service to resell raw access as a platform to third parties.

Outbound operates technical controls — including quiet-hours call windows, Do-Not-Call list suppression, and consent tracking — to support your compliance, but these controls are tools, not a compliance guarantee. You remain responsible for obtaining and documenting the consent required by law for each contact you call or message. [COUNSEL REVIEW: the TCPA "safe harbor" and control descriptions must be verified against actual product behavior and the current case law (e.g., the scope of prior express written consent requirements).]

## 4. Customer data

• - The Customer Organization retains all rights in the data it uploads ("Customer Data"), including contact lists.
• - You grant Outbound a limited license to host, process, and use Customer Data solely to provide the Service.
• - You represent and warrant that you have the right and consent to process the personal information in Customer Data as required by applicable law.

## 5. Subscription, fees, and payment

• - The Service is offered under the plan and fees described at the time of purchase. We may change pricing with at least 30 days' notice before the change takes effect on your renewal. [COUNSEL REVIEW: confirm notice period and proration.]
• - Fees are non-refundable except as required by law or as we agree in writing.
• - Outbound may suspend service for non-payment after notice and a reasonable cure period.
• - If the Service is terminated for cause by the Customer Organization, we will [prorate / not prorate] remaining prepaid fees. [COUNSEL REVIEW: pick a policy.]

## 6. Privacy

Our collection and processing of personal information is described in the Privacy Policy at /legal/privacy and, for Customer Data we process on the Customer Organization's behalf, the Data Processing Agreement at /legal/dpa. Both are incorporated into these Terms.

## 7. Intellectual property

• - Outbound retains all rights in the Service, including the platform, agents, and interfaces.
• - You retain Customer Data. Feedback you provide may be used by Outbound without restriction or compensation.

## 8. Warranties; disclaimer

You are responsible for the lawful use of the Service. To the maximum extent permitted by law, the Service is provided "as is" and "as available." Outbound disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, except to the extent such disclaimers are prohibited by law. [COUNSEL REVIEW: warranty language and its limits under the UCC / state law.]

We do not warrant that the Service will be uninterrupted or error-free, that calls will connect, or that any particular outcome (bookings, conversions) will occur.

## 9. Indemnity

You will defend and indemnify Outbound, its officers, employees, and agents from claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from (a) your use of the Service in violation of these Terms or applicable law, (b) your content or Customer Data, or (c) your violation of any third party's rights. [COUNSEL REVIEW: indemnity scope — this is a standard but consequential clause; counsel should confirm it is balanced against the limitation of liability in Section 10.]

## 10. Limitation of liability

To the maximum extent permitted by law, in no event will either party's aggregate liability arising out of or related to these Terms exceed the fees paid by the Customer Organization in the twelve (12) months preceding the claim. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, even if advised of the possibility. [COUNSEL REVIEW: 12-month cap and consequential-damages exclusion are market-standard for SaaS but must be checked for state-law enforceability and for any carve-outs you want (e.g., indemnity, confidentiality, willful misconduct).]

## 11. Term and termination

• - These Terms begin when you create an account and continue until terminated.
• - Either party may terminate for material breach with 30 days' written notice if the breach is not cured within that period.
• - Upon termination, access stops; your data remains available for export for [30] days, after which it may be deleted. [COUNSEL REVIEW: confirm export window and deletion mechanics.]

## 12. Changes to these Terms

We may update these Terms. Material changes will be posted on this page and, where practicable, notified to the account admin by email at least 30 days before taking effect. Your continued use after the effective date constitutes acceptance. The version each organization accepted, and when, is recorded in our consent log — queryable by the organization's admin.

## 13. Governing law and disputes

These Terms are governed by the laws of the State of [state], without regard to conflict-of-law rules. Any dispute will be resolved in the state or federal courts located in [county, state], and each party consents to personal jurisdiction there. [COUNSEL REVIEW: governing-law venue and any mandatory arbitration/mediation step you want.]

## 14. Miscellaneous

• - No agency. Nothing creates a partnership or agency.
• - Assignment. You may not assign these Terms without our consent; we may assign to a successor.
• - Severability. If any provision is unenforceable, the rest remains in effect.
• - Waiver. A failure to enforce a provision is not a waiver of it.
• - Entire agreement. These Terms, the Privacy Policy, and the DPA are the entire agreement about their subject.
• - Contact. Questions: [legal contact email].

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[COUNSEL REVIEW — open items in this draft: §1 scope/no-legal-advice, §3 TCPA safe-harbor description, §5 pricing notice + proration, §8 warranty limits, §9/§10 indemnity vs. liability cap balance, §11 data export window, §12 change-notice mechanics, §13 governing law + dispute forum.]