Talkif Terms of Service

IMPORTANT: PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE TALKIF PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

1. DEFINITIONS

1.1 "Agreement" means these Terms of Service, together with the Privacy Policy, Acceptable Use Policy, Communications Compliance Addendum, Data Processing Agreement (if applicable), and any Service Level Agreement, each as amended from time to time.

1.2 "Account" means the account created by Customer to access and use the Service, associated with a unique identifier and billing entity.

1.3 "Authorized User" means any individual who is authorized by Customer to use the Service through Customer's Account, including employees, contractors, and agents.

1.4 "BYOC" (Bring Your Own Carrier) means Customer connecting its own SIP provider or its own Twilio account to the Service, so that calls use Customer's own phone numbers and carrier.

1.5 "Campaign" means a bulk calling operation initiated through the Service, targeting a list of Contacts with automated AI-powered voice calls.

1.6 "Contact" means any individual whose personal data (including phone number) is uploaded to the Service by Customer for the purpose of initiating voice calls.

1.7 "Contact Data" means all personal data relating to Contacts that Customer uploads, imports, or otherwise provides to the Service.

1.8 "Customer" (also "you" or "your") means the individual or legal entity that creates an Account and agrees to these Terms.

1.9 "Customer Content" means all data, information, and materials uploaded, submitted, or transmitted by Customer through the Service, including Contact Data, Flow configurations, call scripts, templates, and recordings.

1.10 "Flow" means an AI conversation configuration created by Customer that defines the behavior, prompts, and logic of automated voice calls.

1.11 "Organization" means a team or company entity within the Service that allows multiple Authorized Users to share access to an Account.

1.12 "Service" means the Talkif AI-powered voice calling platform, including all features, APIs, dashboards, the Talkif apps for iPhone and Mac, with their widgets and extensions (the "Apps"), and related services provided by Talkif.

1.13 "Talkif" (also "we," "us," or "our") means Talkif, Inc., a Delaware corporation, with its principal place of business at 1111B S Governors Ave STE 23788, Dover, DE 19904 US.

1.14 "Account Limits" means the usage limits that apply to Customer's Account — including concurrent call limits, call rate limits and queue depth limits — as described in Section 3.2.

2. ACCOUNT REGISTRATION AND ELIGIBILITY

2.1 Eligibility. You must be at least 18 years of age (or the age of majority in your jurisdiction) to use the Service. If you are using the Service on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.

2.2 Account Creation. To use the Service, you must create an Account by providing accurate and complete registration information, including a valid email address and password. You may also register with Google or with Sign in with Apple. In the Apps, a new Account is created with Sign in with Apple or Google.

2.3 Account Security. You are responsible for maintaining the confidentiality of your Account credentials, including passwords, API keys, and multi-factor authentication (MFA) secrets. You must immediately notify Talkif of any unauthorized use of your Account. Talkif is not liable for any loss or damage arising from your failure to protect your Account credentials.

2.4 Account Types. The Service supports personal Accounts and Organization Accounts. Organization Accounts allow multiple Authorized Users with role-based access (Owner, Admin, Member). The Account Owner is responsible for all activity conducted through the Account by any Authorized User.

2.5 One Account Per Entity. Each legal entity or individual should maintain only one billing Account. Creating multiple Accounts to circumvent usage limits, rate limits, or billing obligations is prohibited.

2.6 Sign-Up and Security Checks. To protect the Service, its users and the telephone network from fraud and abuse, Talkif checks sign-ups and requests for a verification text, limits how many email codes and texts are sent, and may refuse a request — for example a sign-up with a disposable email address, or a verification text to a phone number at high risk of SMS fraud. Talkif may suspend a login or an Account used for abuse and block the email addresses, phone numbers and networks involved. From December 9, 2026, Talkif may also remove the unused promotional or bonus credit of an Account suspended for abuse. These checks are described in Section 3.6 of the Privacy Policy. Customer may ask for a refusal or a block to be reviewed by a person at support@talkif.ai.

3. THE SERVICE

3.1 Service Description. Talkif provides an AI-powered voice calling platform that enables Customers to:

(a) Create and manage AI conversation Flows for automated voice calls;
(b) Initiate outbound voice calls to Contacts using AI-generated voice;
(c) Receive inbound voice calls routed through AI conversation Flows;
(d) Record calls (subject to applicable consent requirements);
(e) Analyze call recordings and transcripts using AI (opt-in);
(f) Manage Contacts and contact lists;
(g) Execute Campaigns (bulk automated calling);
(h) Schedule recurring automated calls;
(i) Provision and manage phone numbers;
(j) Connect Customer's own SIP provider or Twilio account (BYOC);
(k) Receive real-time call events and analytics;
(l) Manage team access through Organizations;
(m) Let voice agents reach Customer's connectors during calls (Connectors, an experimental feature; see Section 3.6); and
(n) Use the Service through the API, from AI agents through the Talkif MCP server, and from third-party apps connected with Sign in with Talkif (see Section 3.7).

3.2 Pricing Model and Account Limits. The Service is offered on a prepaid, pay-as-you-go basis: Customer funds an Account balance in advance and usage is charged against that balance at the rates published at https://talkif.ai/pricing, as described in Section 5. Customer may also choose an optional monthly plan under Section 5.12; access to the Service is not conditioned on a plan, and a plan does not change the rates. Account Limits, such as the number of calls at the same time, calls started per minute and per day, and phone numbers, exist to protect the stability of the Service and to prevent fraud. Account Limits depend on the payments made to the Account in the last 30 days, counted the same whether they come from a plan or a top-up, and are lower until the Account's first payment. The current Account Limits are published at https://talkif.ai/pricing, and Talkif may raise an Account's limits on request. Talkif reserves the right to modify the published Account Limits with 30 days' prior notice, except where an immediate change is necessary to protect the Service or comply with law.

3.3 Service Availability. Talkif will use commercially reasonable efforts to maintain the availability of the Service. Service availability commitments, if any, are set forth in the applicable Service Level Agreement. The Service depends on third-party infrastructure (including telecommunications providers) that may experience outages beyond Talkif's control.

3.4 Modifications to the Service. Talkif reserves the right to modify, update, or discontinue any feature of the Service at any time. For material changes that adversely affect Customer's use, Talkif will provide at least 30 days' prior notice. Continued use of the Service after such notice constitutes acceptance of the changes.

3.5 Beta Features. Talkif may offer beta or experimental features designated as "Beta," "Preview," or similar. Beta features are provided "AS IS" without any warranty or SLA commitment and may be modified or discontinued without notice. Connectors (Section 3.6) is currently an experimental feature under this Section.

3.6 Connectors. Connectors let Customer's voice agents reach tools Customer runs or chooses, such as Customer's own coding assistant sessions, knowledge folders, or other agents. Connectors is experimental: it has no uptime or availability commitment, is excluded from any Service Level Agreement, and may change or be withdrawn at any time. An account owner or admin must accept these terms before Connectors is used. Customer decides which connectors to link, what they return, and who may reach them, and is responsible for that content. Customer shall not connect a source holding data Customer is not permitted to share with Talkif, its sub-processors, or the callers who can reach that connector. A call reaches connectors only when the caller is proven: signed in to the Talkif app, dashboard or desktop app, calling from their own connected session, or confirming on their signed-in Talkif app that a call from their phone number is them. In an organization, every owner, admin and member on a proven call reaches all of the organization's connectors; in a personal account only the owner does. A phone number alone never proves identity. Talkif processes Connector Data as described in the Privacy Policy (Section 3.5) and the Data Processing Agreement.

3.7 API Keys, AI Agents and Connected Apps.

(a) API keys. An Account owner or admin can create API keys and choose what each key may do. A key acts with the permissions chosen for it, never beyond the role of the person who created it, until it expires or is revoked. Customer is responsible for keeping its keys secret (Section 2.3) and for everything done with them.
(b) AI agents and the Talkif MCP server. AI agents and assistants can use the Service through the Talkif MCP server. An agent can do whatever its API key or connection allows, which can include placing calls, starting Campaigns and deleting data. Talkif carries out each request it receives and does not ask Customer to confirm it; any confirmation step is the agent's own.
(c) Connected apps ("Sign in with Talkif"). An Authorized User with the owner, admin or member role can connect a third-party app to an Account they belong to, once an owner or admin has accepted the Connectors terms (Section 3.6). Talkif does not review or verify these apps: an app's name is chosen by its developer, and the consent screen shows the address the person will be sent back to. A connected app acts for the person who connected it, within the access shown on the consent screen — currently, reaching the Account's connected sessions as that person's role and each session's sharing setting allow, giving them questions and tasks, and ringing that person in the Talkif dashboard or app for a call with one of the Account's voice agents, charged like any other call. Connected apps are part of Connectors and are experimental under Section 3.5.
(d) Responsibility. Customer is responsible for the agents and apps its Authorized Users connect, for what they do with the access given to them, and for the charges they incur. The developer of an agent or app, not Talkif, is responsible for how it handles the data it receives from the Service. Agents and apps that Customer connects are not Talkif sub-processors.
(e) Ending access. A connected app can be disconnected at any time under Developer → Integrations in the dashboard. Its access also ends when the person who connected it changes or resets their password, signs out on all devices, or leaves the Account, and when the Account is deleted. API keys can be revoked at any time.
(f) Limits. API keys, the MCP server and connected apps are subject to rate limits and the other Account Limits in Section 3.2.

4. CUSTOMER OBLIGATIONS AND RESPONSIBILITIES

4.1 Lawful Use. Customer shall use the Service only for lawful purposes and in compliance with all laws and regulations applicable to Customer's calling activity — including the laws of every jurisdiction where Customer operates and every jurisdiction where Contacts and call recipients are located. Applicable laws typically include, without limitation:

(a) Telemarketing, automated-calling, and telecommunications consumer-protection laws (such as the US Telephone Consumer Protection Act, the EU ePrivacy Directive as implemented nationally, and the UK Privacy and Electronic Communications Regulations);
(b) Caller identification and anti-spoofing laws;
(c) Call recording and communications interception consent laws;
(d) AI transparency and disclosure laws (such as the EU AI Act); and
(e) Data protection and privacy laws (such as the GDPR, CCPA/CPRA, and other national data protection laws).

4.2 Automated Calling Compliance. The Service places automated calls using AI-generated voice — a category of calling that is regulated in nearly every jurisdiction and, in some (including the United States), carries uncapped per-call statutory damages. Customer is the caller or initiator of every call placed through Customer's Account and is solely responsible for:

(a) Obtaining and documenting the consent (or confirming the exemption) required by each recipient's jurisdiction before initiating any call through the Service, including any heightened written-consent standard for marketing calls;
(b) Maintaining records of all consents obtained and honoring revocations;
(c) Honoring all opt-out and do-not-call requests, and scrubbing against applicable do-not-call registries;
(d) Complying with calling-hour restrictions in each recipient's local time zone;
(e) Transmitting accurate caller identification information; and
(f) Complying with all other applicable calling requirements as detailed in the Communications Compliance Addendum, which is incorporated into this Agreement.

See the Communications Compliance Addendum for detailed obligations.

4.3 Call Recording Consent. If Customer enables call recording, Customer is solely responsible for complying with all applicable recording and interception consent laws in every jurisdiction where a call party may be located. Many jurisdictions require the consent of all parties to a recorded call. Because a recipient's location often cannot be determined in advance, Customer should provide a recording notice at the start of every recorded call. Customer is also responsible for informing callers, where local law requires it, that a person may listen to or join the call. See the Communications Compliance Addendum for details.

4.4 AI Disclosure. Customer acknowledges that calls made through the Service use AI-generated voice. Many jurisdictions require that call recipients be informed they are interacting with an AI system. Customer is responsible for configuring appropriate disclosures within their Flows and complying with all applicable AI transparency requirements. Customer must not configure AI agents to claim to be human, or to imitate a specific real person without that person's documented consent.

4.5 Contact Data Responsibility. Customer is the data controller for all Contact Data uploaded to the Service. Customer represents and warrants that:

(a) Customer has a lawful basis for processing all Contact Data;
(b) Contact Data was obtained lawfully and not through scraping, purchasing from unauthorized brokers, or other unlawful means;
(c) Customer has provided all required privacy notices to Contacts;
(d) Customer will honor all data subject rights requests relating to Contact Data; and
(e) Customer's use of Contact Data through the Service complies with Customer's own privacy policy and applicable data protection laws.

4.6 Acceptable Use. Customer shall comply with the Acceptable Use Policy, which is incorporated by reference into this Agreement. Violation of the AUP may result in immediate suspension or termination of the Account.

4.7 Account Administration. The Account Owner is responsible for:

(a) Managing Authorized User access and permissions;
(b) Ensuring all Authorized Users comply with this Agreement;
(c) Maintaining accurate Account information; and
(d) All activity conducted through the Account, whether or not authorized by the Owner.

5. PAYMENT AND BILLING

5.1 Prepaid Balance Model. The Service operates on a prepaid balance model. Customer must maintain a positive Account balance to start paid usage. A call already in progress may continue after the balance reaches zero, up to the negative balance shown for the Account in the Service dashboard, which depends on the Account's payment history; Talkif then ends the call. A negative balance is owed by Customer and is settled from Customer's next payment. Talkif does not otherwise offer credit-based or post-pay billing unless separately agreed in an Enterprise agreement.

5.2 Balance Top-Up. Customer may add funds to their Account balance through supported payment methods (credit/debit card via Stripe and, in the Apps, credit packs bought through Apple In-App Purchase under Section 5.13). All payments are processed in US Dollars (USD) unless otherwise agreed.

5.3 Auto-Recharge. Customer may enable automatic balance recharge, which will automatically charge the Customer's payment method when the Account balance falls below a configured threshold. Customer may disable auto-recharge at any time. If auto-recharge fails (e.g., card declined), Talkif will notify Customer and may pause active Campaigns until the balance is replenished.

5.4 Pricing and Charges. Usage is billed based on the following cost components:

(a) Telephony charges: Per-minute call charges based on the telecommunications provider used;
(b) AI/LLM charges: Based on token usage for AI conversation processing;
(c) AI decision charges: Based on token usage of the automated decisions the Service makes during and after a call (Privacy Policy, Section 5.1): voicemail detection and, from December 9, 2026, the other AI decisions, such as interruption handling and turn-taking;
(d) Speech-to-Text (STT) charges: Based on audio duration processed;
(e) Text-to-Speech (TTS) charges: Based on characters synthesized;
(f) Infrastructure charges: Platform usage fees;
(g) Phone number charges: A monthly rental fee per number, as specified at https://talkif.ai/pricing. From December 9, 2026: rent for each 30-day period from the day the number is rented, charged in advance at the price shown when it is rented, with no separate purchase fee (see Section 5.11);
(h) Call analysis charges: Based on LLM token usage for post-call AI analysis (opt-in); and
(i) Other charges: As specified in the pricing documentation.

Current pricing is available at https://talkif.ai/pricing. Talkif reserves the right to modify pricing with 30 days' prior notice. Price changes do not apply retroactively to charges already incurred.

5.5 Minimum Balance. Certain features (including Campaigns and scheduled calls) require a minimum Account balance (currently $1.00). Campaigns will be automatically paused if the Account balance falls below the minimum threshold.

5.6 Billing Transparency. All charges are recorded with granular cost breakdowns by category (telephony, LLM, AI decisions, STT, TTS, infrastructure). Customer may view detailed billing history, including per-call cost breakdowns, through the Service dashboard or API.

5.7 Disputed Charges. Customer must notify Talkif of any disputed charges within 30 days of the charge date. Talkif will investigate in good faith and issue credits for any confirmed billing errors. Failure to dispute within 30 days constitutes acceptance of the charges.

5.8 Refund Policy. Prepaid balance may be refunded upon account closure, less any processing fees, outstanding charges, and costs incurred. Refund requests must be submitted within 30 days of account closure. Talkif will process eligible refunds within 30 business days. Exceptions may be made at Talkif's sole discretion for billing errors or service failures covered by the SLA.

5.9 Taxes. All fees are exclusive of applicable taxes. Customer is responsible for all taxes, duties, and government charges (other than taxes based on Talkif's net income) arising from this Agreement.

5.10 Late Payment and Suspension. If Customer's Account balance is depleted:

(a) Active Campaigns will be paused due to insufficient balance;
(b) Scheduled calls will not execute;
(c) Phone numbers rented from Talkif whose monthly rent cannot be charged are suspended and, if the rent stays unpaid, released and lost, as described in Section 5.11; and
(d) Account access to paid features will be restricted until the balance is replenished.

5.11 Phone Numbers. This Section 5.11 takes effect on December 9, 2026. Until then, a phone number rented from Talkif whose monthly rent is unpaid may be suspended after a 7-day grace period and released, and the number lost, if the rent remains unpaid after an additional grace period. From December 9, 2026, this Section applies to phone numbers Customer rents from Talkif. Talkif does not charge rent for numbers in Customer's own Twilio account or numbers from Customer's own SIP provider; Section 9.1(e) says what happens to them when the Account is deleted.

(a) Who can rent. Only an owner of the Account can rent a number, and only once an owner of the Account has verified the email address and phone number of their login.
(b) Limits. Talkif limits how many numbers an Account can hold and how many it can rent in 24 hours, and the limits are lower until the Account's first payment. These are Account Limits under Section 3.2: the Service states the limit when Customer reaches it, and Talkif may raise it on request.
(c) Paying for numbers. Until the Account's first payment, promotional, bonus and other free credit cannot pay for numbers, except one number during a Plan's free first month; otherwise only balance Customer has paid for can. A payment that is refunded in full does not count, and while any card payment on the Account is under dispute, or after a dispute is lost, the Account is treated as having made no payment. A number charge never takes the balance below zero.
(d) Rent. The first 30 days are charged when the number is rented. After that, rent is charged from the balance every 30 days at the price set when the number was rented. Rent already charged is not refunded or prorated when a number is released or the Account is deleted.
(e) Unpaid rent. If the rent cannot be charged, Talkif keeps trying. Seven (7) days after the due date the number is suspended: it can no longer be used to place calls, and Talkif notifies the Account's owner and admins. Fourteen (14) days after suspension, and no earlier than three (3) days after a further notice, the number is released. A number that a connected Meta lead form still uses as its caller ID stays suspended and is released only once no form uses it.
(f) Reactivation. If Customer adds funds by card payment, auto-recharge or a purchase through Apple in an App while a number is suspended, Talkif reactivates it automatically and charges a new 30-day period from that day, as far as the balance covers, oldest suspension first. The unpaid days in between are not charged.
(g) Released numbers. A released number goes back to the carrier and is no longer on Customer's Account. Talkif cannot recover it.

5.12 Monthly Plans. Customer may start an optional plan in the Service dashboard or, in the Apps, through Apple In-App Purchase (Section 5.13): an automatic monthly payment whose full amount is added to the Account balance as credit, together with the extras shown at sign-up, or, where offered, a yearly payment whose credit is added in weekly instalments (Monthly Plan Terms, Section 10). A plan may start with a free first month where Talkif offers it. Plans are offered only to businesses and are governed by the Monthly Plan Terms at https://trust.talkif.ai/plan-terms, which Customer accepts when starting a plan and which prevail over these Terms for plans. Customer can cancel a plan started in the Service dashboard at any time there; the plan then ends at the end of the period already paid for, and credit already added stays in the balance. A plan bought through Apple is renewed, canceled and refunded by Apple, and Customer cancels it in its Apple account settings (Monthly Plan Terms, Section 8).

5.13 Purchases Through Apple. In the Apps, the Account Owner can buy credit packs and plans (monthly or, where offered, yearly) through Apple In-App Purchase.

(a) Apple sells the purchase and processes the payment. Apple sets the price in the buyer's App Store currency, and Apple's terms govern the price and any taxes on it; Sections 5.2 (US dollars) and 5.9 (taxes) do not apply to the price paid to Apple. The credit added to the Account is the US dollar amount named in the credit pack or plan, whatever the price paid; for a yearly plan it is added in weekly instalments (Monthly Plan Terms, Section 10.2).
(b) Credit bought through Apple goes into the same Account balance as card payments, can be used in the Service dashboard, the Apps and the API, and does not expire. It counts as a payment for Account Limits (Section 3.2) and under Section 5.11(c); a purchase Apple has refunded, in full or in part, no longer does.
(c) Refunds of purchases made through Apple are handled by Apple under its own terms. Talkif does not refund them, and Section 5.8 does not apply to credit bought through Apple: if the Account is closed, unused credit bought through Apple is not refunded by Talkif. When Apple refunds or revokes a purchase, Talkif takes back the credit added for it (for a partial refund, the part the refund covers), together with any extras that came with it, as far as the balance allows; the balance does not go below zero.
(d) Deleting the Account does not cancel a plan bought through Apple: Customer cancels it in its Apple account settings, or Apple keeps charging (Monthly Plan Terms, Section 8.4).
(e) Apple's terms and privacy policy apply to the purchase itself.

6. INTELLECTUAL PROPERTY

6.1 Talkif IP. Talkif and its licensors own all right, title, and interest in and to the Service, including all software, algorithms, interfaces, documentation, and related intellectual property. Nothing in this Agreement grants Customer any rights in the Service except the limited use rights expressly set forth herein.

6.2 Customer Content. Customer retains all right, title, and interest in Customer Content. Customer grants Talkif a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Content solely to the extent necessary to provide the Service to Customer.

6.3 Feedback. If Customer provides suggestions, ideas, or other feedback about the Service ("Feedback"), Talkif may use such Feedback without restriction or obligation to Customer. Customer assigns to Talkif all right, title, and interest in such Feedback.

6.4 Aggregate Data. Talkif may collect and use aggregated, anonymized, and de-identified data derived from Customer's use of the Service for purposes of improving the Service, generating analytics, and creating benchmarks, provided that such data cannot reasonably be used to identify Customer or any individual.

6.5 Flow Templates. System-provided Flow templates are Talkif's intellectual property. Customer-created Flow templates are Customer Content. Customer may save Flows as templates for their own reuse but may not distribute or resell them without Talkif's prior written consent.

6.6 Apps. Talkif grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, revocable licence to install and use the Apps on devices they own or control, solely to use the Service while this Agreement is in effect. Customer may not copy (other than by installing), modify, distribute, sublicense or reverse engineer the Apps, except to the extent applicable law expressly permits it despite this restriction.

(a) App Store. The Apps are distributed through Apple's App Store (the iPhone app, and the Mac app on the Mac App Store) and are also subject to Apple's Licensed Application End User License Agreement. As between Customer and Apple, Talkif, not Apple, is responsible for the Apps, their maintenance and support, and any claim relating to them. The App Store delivers updates to the Apps. Apple and its subsidiaries are third-party beneficiaries of this Section 6.6 and may enforce it against Customer.
(b) Updates. Talkif may stop supporting an older version of an App and ask Customer to update it before it continues.
(c) AI services. Before an App is first used, it asks the person using it to allow it to send call audio, transcripts, their messages and contact details to the AI providers listed in the Privacy Policy. The App cannot be used without that permission, because those providers run the Account's agents.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential, including business plans, pricing, technical data, Customer Content, and Account credentials.

7.2 Obligations. Each party shall: (a) use the other party's Confidential Information only to fulfill its obligations under this Agreement; (b) protect such information using at least the same degree of care it uses for its own confidential information (but no less than reasonable care); and (c) not disclose such information to third parties except as permitted herein or with prior written consent.

7.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's information; or (d) is rightfully received from a third party without restriction.

7.4 Compelled Disclosure. A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing party gives prompt notice (where permitted) and cooperates to limit the scope of disclosure.

8. DATA PROTECTION AND PRIVACY

8.1 Privacy Policy. Talkif's collection, use, and processing of personal data is governed by the Talkif Privacy Policy, which is incorporated by reference into this Agreement.

8.2 Customer as Controller. With respect to Contact Data, Customer is the data controller and Talkif is the data processor. Talkif processes Contact Data solely on Customer's documented instructions and in accordance with this Agreement and the Data Processing Agreement (DPA).

8.3 Data Processing Agreement. For Customers subject to GDPR, KVKK, or other data protection laws requiring a data processing agreement, the Talkif DPA is available at https://trust.talkif.ai/dpa and is incorporated by reference into this Agreement.

8.4 Data Security. Talkif implements appropriate technical and organizational security measures to protect Customer Content, including:

(a) Encryption in transit (TLS 1.2+) and at rest (AES-256);
(b) Secure password storage using industry-standard adaptive hashing;
(c) Short-lived, cryptographically secured authentication tokens;
(d) Account isolation enforced at the application layer;
(e) Role-based access control;
(f) Rate limiting on all public endpoints;
(g) Secure API validation and input handling;
(h) Audit logging for security-sensitive operations; and
(i) Deletion safeguards to prevent accidental data loss.

8.5 Data Breach Notification. In the event of a personal data breach affecting Customer Content, Talkif will notify Customer without undue delay (and in any event within 72 hours of becoming aware of the breach) and provide information necessary for Customer to fulfill its obligations under applicable data protection laws.

8.6 Sub-processors. Talkif uses third-party sub-processors to provide the Service. The current list of sub-processors is set forth in the Data Processing Agreement (Annex II) and the Privacy Policy (Section 6.1). Talkif will provide at least 30 days' notice before engaging a new sub-processor. Customer's continued use of the Service after such notice constitutes consent to the new sub-processor.

9. ACCOUNT SUSPENSION AND TERMINATION

9.1 Termination by Customer. Customer may terminate this Agreement at any time by requesting Account deletion through the Service. Account deletion follows a multi-step process:

(a) Customer initiates deletion request;
(b) A confirmation email is sent (valid for 24 hours);
(c) Upon confirmation, a 7-day grace period begins during which Customer may cancel the deletion. During the grace period the Account is read-only: its voice agents take no calls, scheduled calls and Campaigns do not run, connected apps lose access, and nothing can be changed except cancelling the deletion or requesting a data export;
(d) After the grace period, the Account and associated data are soft-deleted. If the Account has an unpaid or disputed charge, an open payment dispute, or a balance hold for a call in progress, the deletion waits until it is resolved, and the Account stays read-only until then; and
(e) External resources are cleaned up: phone numbers rented from Talkif are released (a number already suspended for unpaid rent is released as described in Section 5.11); numbers in Customer's own Twilio account stay in that account, and Talkif removes only its own call settings from them; and Talkif's routing for numbers from Customer's SIP provider is removed.

9.2 Termination by Talkif. Talkif may terminate or suspend Customer's Account immediately upon notice if:

(a) Customer materially breaches this Agreement and fails to cure within 15 days of notice;
(b) Customer violates the Acceptable Use Policy;
(c) Customer's use of the Service poses a security risk or may cause harm to Talkif or other customers;
(d) Customer fails to pay fees when due;
(e) Talkif receives a credible complaint of unlawful calling activity in any jurisdiction;
(f) Talkif is required to do so by law, regulation, or court order; or
(g) Customer becomes subject to bankruptcy, insolvency, or similar proceedings.

9.3 Effect of Termination. Upon termination:

(a) Customer's right to use the Service immediately ceases;
(b) Active calls will be terminated;
(c) Scheduled calls and Campaigns will be cancelled;
(d) Phone numbers rented from Talkif will be released, and Customer's own numbers handled as in Section 9.1(e);
(e) Customer Content will be retained for the grace period (if Customer-initiated) or deleted in accordance with the DPA;
(f) Billing records will be retained as required by law; and
(g) Outstanding balance obligations survive termination.

9.4 Data Retrieval. Customer may export Customer Content at any time via Settings > Data Export (available for download for 24 hours after generation). Before Account deletion, Customer should download any required data exports. After termination, Customer may contact legal@talkif.ai within 30 days to request a final export.

9.5 Surviving Provisions. The following sections survive termination: Definitions, Payment and Billing (for accrued obligations), Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions.

10. WARRANTIES AND DISCLAIMERS

10.1 Talkif Warranties. Talkif warrants that:

(a) The Service will perform substantially in accordance with the applicable documentation;
(b) Talkif will provide the Service using commercially reasonable skill and care; and
(c) Talkif will comply with all laws applicable to its provision of the Service.

10.2 Customer Warranties. Customer warrants that:

(a) Customer has the legal authority to enter into this Agreement;
(b) Customer's use of the Service will comply with all applicable laws;
(c) Customer has obtained all necessary consents for the processing of Contact Data and the initiation of automated calls;
(d) Customer Content does not infringe the intellectual property or other rights of any third party; and
(e) All information provided during registration is accurate and current.

10.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TALKIF DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

10.4 Third-Party Services. TALKIF DOES NOT WARRANT THE PERFORMANCE, AVAILABILITY, OR RELIABILITY OF ANY THIRD-PARTY SERVICE, INCLUDING TELECOMMUNICATIONS CARRIERS, PAYMENT PROCESSORS, AND AI SERVICE PROVIDERS. CUSTOMER ACKNOWLEDGES THAT THE SERVICE DEPENDS ON THIRD-PARTY INFRASTRUCTURE AND THAT OUTAGES OF SUCH INFRASTRUCTURE ARE BEYOND TALKIF'S CONTROL.

10.5 Internet and Telecommunications Transit. CUSTOMER ACKNOWLEDGES THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS' NETWORKS ARE INHERENTLY INSECURE AND THAT TALKIF SHALL HAVE NO LIABILITY FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER'S NETWORK. CUSTOMER IS RESPONSIBLE FOR IMPLEMENTING APPROPRIATE SECURITY MEASURES FOR DATA TRANSMITTED THROUGH THE SERVICE.

10.6 AI Limitations. CUSTOMER ACKNOWLEDGES THAT AI-GENERATED VOICE AND CONVERSATION CAPABILITIES ARE NOT PERFECT. AI RESPONSES MAY CONTAIN ERRORS, HALLUCINATIONS, OR INAPPROPRIATE CONTENT. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND CONFIGURING FLOWS TO MINIMIZE SUCH RISKS. TALKIF DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR APPROPRIATENESS OF AI-GENERATED CONTENT.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALKIF'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO TALKIF IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100).

11.3 Exceptions. The limitations in Sections 11.1 and 11.2 do not apply to:

(a) Either party's indemnification obligations;
(b) Either party's breach of confidentiality obligations;
(c) Customer's payment obligations;
(d) Liability arising from a party's gross negligence or willful misconduct; or
(e) Liability that cannot be limited by applicable law.

11.4 Essential Purpose. The limitations and exclusions in this Section 11 apply even if a remedy fails of its essential purpose.

12. INDEMNIFICATION

12.1 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Talkif and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or relating to:

(a) Customer's violation of any telemarketing, automated-calling, caller-identification, call recording, AI-transparency, data protection, or other applicable law of any jurisdiction;
(b) Customer's breach of this Agreement;
(c) Customer Content, including any claim that Customer Content infringes third-party rights;
(d) Customer's use of the Service in a manner not authorized by this Agreement;
(e) Any call or Campaign initiated by Customer through the Service;
(f) Customer's failure to obtain required consents from Contacts; and
(g) Claims by Contacts or regulatory authorities arising from Customer's calling activities.

12.2 Talkif Indemnification. Talkif shall indemnify, defend, and hold harmless Customer from and against any third-party claims that the Service (excluding Customer Content) infringes a valid US patent, copyright, or trademark. This obligation does not apply to claims arising from: (a) Customer Content; (b) modifications made by Customer; (c) use of the Service in violation of this Agreement; or (d) combination of the Service with third-party products or services.

12.3 Indemnification Procedure. The indemnified party shall: (a) promptly notify the indemnifying party of any claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation. Failure to provide prompt notice does not relieve the indemnifying party of its obligations except to the extent materially prejudiced.

13. DISPUTE RESOLUTION

13.1 Informal Resolution. Before initiating any formal dispute resolution, the parties shall attempt to resolve disputes informally by contacting legal@talkif.ai. The parties shall negotiate in good faith for at least 30 days before pursuing other remedies.

13.2 Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement that is not resolved through informal negotiation shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Dover, Delaware by a single arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID.

13.4 Small Claims Exception. Either party may bring qualifying claims in small claims court in Kent County, Delaware.

13.5 Injunctive Relief. Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent imminent harm or protect intellectual property rights.

14. GOVERNING LAW

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

14.2 For any disputes not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Kent County, Delaware.

15. GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement (including all documents incorporated by reference) constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and representations.

15.2 Amendments. Talkif may amend these Terms by posting updated Terms on its website with at least 30 days' prior notice (via email or in-product notification). Material changes will be highlighted. Continued use of the Service after the effective date of amended Terms constitutes acceptance. If Customer does not agree to the amended Terms, Customer must discontinue use of the Service before the effective date.

15.3 Assignment. Customer may not assign this Agreement without Talkif's prior written consent. Talkif may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties and their successors and permitted assigns.

15.4 Severability. If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.5 Waiver. The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

15.6 Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, epidemics, government actions, power failures, internet disruptions, or telecommunications outages. Force majeure does not excuse Customer's payment obligations.

15.7 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

15.8 Notices. Notices to Talkif shall be sent to legal@talkif.ai and 1111B S Governors Ave STE 23788, Dover, DE 19904 US. Notices to Customer shall be sent to the email address associated with Customer's Account. Email notices are deemed received 24 hours after sending.

15.9 Export Compliance and Sanctions. Customer represents, warrants, and covenants that:

(a) Customer shall comply with all applicable export control, economic sanctions, anti-corruption, and anti-money laundering laws, including US Export Administration Regulations (EAR), Office of Foreign Assets Control (OFAC) sanctions, the Foreign Corrupt Practices Act (FCPA), and equivalent laws in other jurisdictions;
(b) Neither Customer nor any of its End Users are listed on any government prohibited, denied, sanctioned, debarment, or exclusion list;
(c) Customer shall immediately discontinue use of the Service if Customer or any End User becomes placed on any sanctions list; and
(d) Customer shall promptly notify Talkif in writing of any actual or potential violation of this Section 15.9. Either party may terminate this Agreement immediately upon written notice if the other party breaches this section.

15.10 Government Users. If Customer is a US government entity, the Service is provided as "commercial computer software" and "commercial computer software documentation" as defined in DFARS 252.227-7014 and FAR 12.212.

15.11 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights, except as expressly provided in the indemnification provisions and in Section 6.6(a).

15.12 Customer Reference. Customer grants Talkif the right to use Customer's name and logo on Talkif's website and in marketing materials to identify Customer as a user of the Service. Customer may revoke this permission at any time by sending written notice to legal@talkif.ai. Talkif will remove Customer's name and logo within 30 days of receiving such notice.

15.13 Headings. Section headings are for convenience only and have no legal effect.

16. CONTACT INFORMATION

For questions about these Terms of Service:

Talkif, Inc. 1111B S Governors Ave STE 23788, Dover, DE 19904 US Email: legal@talkif.ai Website: https://talkif.ai

Questions about this document? Write to legal@talkif.ai.