Talkif Terms of Service

Effective Date: February 6, 2026

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, Data Processing Agreement (if applicable), TCPA Compliance Addendum (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 the configuration whereby Customer connects their own telecommunications carrier or SIP provider to the Service via Twilio BYOC Trunk integration.

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, 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 "Tier" means the service level associated with Customer's Account (Free, Starter, Pro, Business, or Enterprise), each with specific feature limits and pricing.

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 using supported OAuth providers (Google, Apple).

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.

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 external telephony providers via BYOC/SIP integration;
(k) Receive real-time call events and analytics; and
(l) Manage team access through Organizations.

3.2 Service Tiers. The Service is available in multiple Tiers (Free, Starter, Pro, Business, Enterprise), each with specific feature limits, concurrent call limits, rate limits, and pricing. Tier details are available at https://talkif.ai/pricing. Talkif reserves the right to modify Tier features and limits with 30 days' prior notice.

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.

4. CUSTOMER OBLIGATIONS AND RESPONSIBILITIES

4.1 Lawful Use. Customer shall use the Service only for lawful purposes and in compliance with all applicable laws and regulations, including but not limited to:

(a) The Telephone Consumer Protection Act (TCPA) and FCC regulations;
(b) State telemarketing and consumer protection laws;
(c) The Truth in Caller ID Act and TRACED Act;
(d) Applicable wiretapping and call recording consent laws;
(e) The General Data Protection Regulation (GDPR), if processing EU data;
(f) The California Consumer Privacy Act (CCPA/CPRA);
(g) Turkey's Personal Data Protection Law (KVKK), if processing Turkish data;
(h) Any other applicable privacy, telecommunications, or consumer protection laws.

4.2 TCPA Compliance. Customer acknowledges that the Service constitutes an automated telephone dialing system and/or uses artificial or prerecorded voice within the meaning of the TCPA. Customer is solely responsible for:

(a) Obtaining all required consents from Contacts before initiating calls through the Service, including prior express written consent for telemarketing calls;
(b) Maintaining records of all consents obtained;
(c) Honoring all opt-out and Do Not Call requests;
(d) Complying with time-of-day calling restrictions;
(e) Transmitting accurate caller identification information; and
(f) Complying with all other TCPA requirements as detailed in the TCPA Compliance Addendum.

See the TCPA 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 consent laws, including federal wiretapping laws and state two-party consent laws (including but not limited to California, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Oregon, Pennsylvania, and Washington). Customer must ensure appropriate consent or notification is provided to all parties before recording any call.

4.4 AI Disclosure. Customer acknowledges that calls made through the Service use AI-generated voice. Depending on applicable law and jurisdiction, Customer may be required to disclose to Contacts that 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, including the EU AI Act.

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 use paid features. Talkif does not 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 (currently credit/debit card via Stripe). 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) Speech-to-Text (STT) charges: Based on audio duration processed;
(d) Text-to-Speech (TTS) charges: Based on characters synthesized;
(e) Infrastructure charges: Platform usage fees;
(f) Phone number charges: One-time purchase fee (currently $1.15) and monthly rental fee (currently $1.00 per number);
(g) Call analysis charges: Based on LLM token usage for post-call AI analysis (opt-in); and
(h) 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, 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 with reason "insufficient_balance";
(b) Scheduled calls will not execute;
(c) Phone numbers may be suspended after a 7-day grace period if monthly rental is unpaid;
(d) Phone numbers may be released (and the number lost) if rental remains unpaid after an additional grace period; and
(e) Account access to paid features will be restricted until the balance is replenished.

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.

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://talkif.ai/legal/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 via cloud infrastructure provider);
(b) Industry-standard adaptive password hashing with per-user salts;
(c) Short-lived authentication tokens with automatic rotation;
(d) Account isolation enforced at the application layer;
(e) Role-based access control;
(f) Rate limiting on all public endpoints;
(g) Input validation and parameterized queries at API boundaries;
(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 available at https://talkif.ai/legal/subprocessors. 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;
(d) After the grace period, the Account and associated data are soft-deleted; and
(e) External resources (phone numbers, BYOC configurations) are cleaned up.

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 TCPA violation or illegal calling activity;
(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 will be released;
(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 request export of Customer Content within 30 days of termination by contacting legal@talkif.ai.

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 TWILIO, STRIPE, OR ANY TELECOMMUNICATIONS CARRIER). CUSTOMER ACKNOWLEDGES THAT THE SERVICE DEPENDS ON THIRD-PARTY INFRASTRUCTURE AND THAT OUTAGES OF SUCH INFRASTRUCTURE ARE BEYOND TALKIF'S CONTROL.

10.5 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 the TCPA, call recording laws, or any other applicable law;
(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. Customer shall comply with all applicable export control and sanctions laws, including US Export Administration Regulations and OFAC sanctions.

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.

15.12 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