Terms of Service

1. Who we are and what these terms cover

These Terms of Service ("Terms") are an agreement between the business you represent ("you", "Customer") and XALLER AI, a trade name of ZPEACHY LLC ("Xaller.ai", "we", "us"). They govern your use of the Xaller.ai service: the website application, the AI phone receptionist that answers calls for your business ("your agent"), phone numbers we provide, call records, summaries, notifications, integrations and related support (together, the "Service").

By creating an account, starting a trial, or using the Service, you agree to these Terms on behalf of your business and confirm that you are authorized to do so. If you do not agree, do not use the Service.

These Terms incorporate, by reference:

• the Acceptable Use Policy;
• the End User License Agreement, which governs the software you use;
• the Privacy Policy, which explains how we handle personal information;
• the Data Processing Addendum, which applies when we process personal information on your behalf;
• the plan, price and limits shown when you subscribe (the "Order").

If these documents conflict: a signed Business Associate Agreement controls for protected health information; the Data Processing Addendum controls for personal information we process on your behalf; otherwise an Order you agreed to controls over these Terms, and these Terms control over the End User License Agreement. The Acceptable Use Policy adds restrictions; complying with one document does not excuse breaking another.

2. Eligibility and accounts

The Service is for businesses and organizations in the United States. You must be at least 18 and use the Service for business purposes, not personal, family or household purposes.

You are responsible for your account and everything done through it, including by team members you invite. Keep sign-in details confidential, use two-step verification where offered, and tell us promptly at [email protected] if you suspect unauthorized access. The account owner controls the account, its team members and its data.

You must give us accurate business information, including your business name, contact details and whether your business handles healthcare information, and keep it current.

3. What the Service does, and what it does not

Your agent answers calls with the business information you provide, takes messages, asks the questions you configure, flags calls that match your urgency rules and sends you summaries. You decide what your agent knows and says.

The Service is an assistant, not a replacement for your judgment or staff:

• AI makes mistakes. Your agent can mishear callers, misunderstand requests or produce inaccurate summaries and transcripts. Review summaries before you act on them, especially for anything time-sensitive, safety-related, financial or legal.
• No emergency service. The Service is not an emergency line and does not contact emergency services. Your agent is designed to tell callers describing an emergency to hang up and dial 911, but you must not rely on the Service to detect, route or respond to emergencies.
• No professional advice. Your agent does not give medical, legal, financial or other professional advice, and you must not configure it to do so.
• Requests, not commitments. Unless a connected booking tool confirms an action, appointment and callback requests are messages for your team to confirm. We are not responsible for commitments your agent makes because of information you provided or configured.
• Availability. We work to keep the Service available but do not guarantee uninterrupted operation. Calls can fail because of carriers, networks, providers or your own phone setup. During an outage the Service may forward calls to your fallback number where you have set one. No plan includes a service-level commitment or service credits.

4. Your responsibilities for calls

You are responsible for how you use the Service with your callers, including:

• Recording and monitoring consent. Calls handled by the Service are recorded and transcribed. Each call starts with a fixed notice that the caller is speaking with an AI assistant and that the call is recorded, which you cannot turn off or change. Some US states require every party's consent to record a call. You are responsible for complying with recording, wiretapping and monitoring laws that apply to you and your callers, and for any additional notice or consent those laws require.
• Callers who object to recording. The Service does not offer an unrecorded call. When a caller objects to recording, your agent stops, takes no details, offers another way to reach you using the business information you have configured, and ends the call politely. You are responsible for configuring that information (such as your address or business hours) and for making those other ways to reach you available.
• AI disclosure. The fixed opening tells every caller they are speaking with an AI assistant. Your agent also says it is an AI whenever asked, and never claims to be human. You are responsible for complying with laws on automated or AI-assisted communications that apply to your business, and you must not configure your agent to deny being an AI.
• Your content. The greetings, instructions, FAQs, documents, prices and policies you provide must be accurate, lawful and yours to use. Your agent repeats what you give it.
• Calls you forward. You must have the right to forward the numbers you route to the Service and must keep your forwarding settings accurate.
• Inbound calls only. The Service answers calls made to your business. You must not use it to place outbound calls or to send marketing or sales messages. The transactional notifications the Service sends about your calls to you and your team (email, text message, Slack and webhooks), to recipients you have verified, are part of the Service and are not restricted by this rule.
• Telephony rules. You must follow carrier rules and laws on caller ID, number use, text messaging and telemarketing that apply to you.

Text-message notifications

Xaller.ai call notifications is a text-message program that sends short alerts about calls your agent handles (for example the caller, the reason and the next step), and the one-time verification codes that confirm a number, to US mobile numbers you add in the app, including the number you ask us to forward calls to. A number receives these texts only after its owner has agreed to receive them and the one-time code we text to it has been entered in the app. You confirm, when you add a number, that its owner agreed.

• Frequency: depends on your call volume and the notification settings you choose; it can be several messages a day.
• Cost: message and data rates may apply, according to the recipient's mobile plan.
• Opting out: reply STOP to any message to stop all texts to that number; reply START to resume. Only the person with the phone can opt back in. For help, reply HELP or email [email protected].
• Delivery: mobile carriers are not liable for delayed or undelivered messages. Texts may not arrive or may be delayed for reasons outside our control.
• Privacy: no mobile information will be shared with third parties or affiliates for marketing or promotional purposes. Text-message opt-in data and consent are shared only with the carriers and messaging provider that deliver the texts. See section 10 of the Privacy Policy.

You must add only numbers whose owners agreed to receive these texts, and remove a number when that person no longer wants them.

5. Healthcare and sensitive information

The Service does not currently support protected health information under HIPAA. Unless a Business Associate Agreement is in place between us and healthcare mode is active for your account, you must not use the Service to receive, record or store protected health information, and you must configure your agent so it does not request it. We may suspend call handling for an account that indicates it handles healthcare information until the required agreement and settings are in place.

You must not ask your agent to collect payment-card numbers, bank account numbers, Social Security numbers, passwords or similar sensitive identifiers.

6. Plans, trials and billing

Plans. Each plan includes a monthly allowance of agent minutes and limits such as phone numbers, team members, simultaneous calls and how long call recordings and transcripts are kept. The current plans, prices and limits are shown on our pricing page and in the Order.

Free trial. Eligible new accounts can start one free trial per business. A trial lasts up to 14 days and includes a limited number of agent minutes. You provide a payment method when you start it. Test calls you place from the browser use trial minutes too. Your paid plan starts, and your payment method is charged, automatically when the trial period ends or as soon as you use all the trial minutes, whichever comes first, unless you cancel before then. We email you when you have used 70% and 100% of your trial minutes. You can also start your plan early from the billing page. We may refuse or end a trial if we reasonably believe it duplicates an earlier trial or is being misused.

Subscription charges. Plans are billed in advance, monthly or annually as you choose. Annual plans are charged for twelve months at the annual price shown when you subscribe; included minutes still renew each month. Subscriptions renew automatically for the same term until cancelled.

Usage beyond your plan. Minutes your agent spends on calls, including test calls you place from the browser, count toward your allowance. Minutes beyond your monthly allowance are billed in arrears at your plan's overage rate. To protect you from runaway usage, your agent stops answering new calls when overage minutes in a monthly period reach a ceiling: currently twice your plan's included minutes, so total usage in that period can reach three times the included minutes. We email you at 80% and 100% of the ceiling. You can ask us to change the ceiling for your account, and we decide whether to do so. Individual calls are limited in length (currently 20 minutes). Calls your agent does not answer go to your fallback number if you have set one.

Changes to your plan. Upgrades take effect immediately and are prorated. Downgrades take effect at the end of the current billing period. A downgrade can reduce limits such as retention; content beyond the new limits may be deleted on the schedule described in the Privacy Policy.

Payment. You authorize us and our payment processor to charge your payment method for all fees and applicable taxes. Prices are in US dollars and exclude taxes unless stated. If a payment fails, we will retry and notify you; if it remains unpaid we may limit or suspend the Service after notice.

Price changes. We may change prices for future billing periods with at least 30 days' notice by email. A change applies from your next renewal after the notice period. If you do not agree, you can cancel before it takes effect.

Promotions. Discounts and promotion codes apply only as stated in the offer and cannot be combined unless the offer says so.

7. Cancellation and refunds

Cancelling. You can cancel at any time from the billing page in the app. Cancellation takes effect at the end of the current billing period (or the paid year, for annual plans), and the plan does not renew. Until then your agent keeps answering within the included minutes of each monthly period; once those minutes are used it stops answering new calls, and calls made after you cancelled are never billed as overage. Overage from before you cancelled is billed on your final invoice. You can resume the plan before it ends. Cancelling during a trial ends it without charge, unless the trial minutes were already used and the plan had started.

Refunds. Subscription fees are non-refundable, including for partially used periods and unused minutes, except where required by law or stated in these Terms or the documents they incorporate:

• if we charge you in error, we will refund the incorrect amount;
• if you cancel an annual plan within 14 days of the initial annual charge, you may request a refund of the annual fee less the monthly price for the month in which you cancelled, and the plan then ends when the refund is issued;
• if we terminate these Terms for our convenience under section 12, we will refund prepaid fees for the unused part of the term.

Overage charges reflect minutes already used and are not refunded. Request a refund by emailing [email protected] within 30 days of the charge. Disputing a charge with your card issuer before contacting us may lead us to suspend the account while the dispute is open.

Account closure. You can close your account from the app. Closing stops your agent immediately, cancels your subscription so it does not renew, and starts deletion of your account content as described in the Privacy Policy. Fees already paid are refunded only as stated above. Export anything you need first.

8. Your data

As between you and us, you own the information you put into the Service and the call records it creates for you, including recordings, transcripts, summaries and caller details ("Customer Data").

You grant us a limited right to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service, to comply with law and as described in the Privacy Policy and Data Processing Addendum. We do not sell Customer Data, use it for advertising, or use your call recordings or transcripts to train generally available AI models. Our AI providers process call content to provide the Service and, as described in our subprocessor list, for limited purposes such as abuse monitoring; they do not use it to train their models.

You are responsible for having the rights and giving the notices needed for us to process Customer Data, including information about your callers. Call content is kept for your plan's retention period and then deleted automatically. The account owner can ask us to delete specific calls sooner by emailing [email protected].

We may use aggregated or de-identified information that does not identify you, your callers or any person to operate, measure and improve the Service.

9. Integrations and third-party services

You can connect the Service to software you use, such as calendars, CRMs and messaging tools. When you connect one, you authorize us to exchange the information that integration needs with that provider on your behalf. Third-party services are governed by their own terms and privacy policies, and we are not responsible for them. An integration can stop working if the provider changes or withdraws access. Integrations become available individually and may be in limited release.

10. Acceptable use and suspension

You must follow the Acceptable Use Policy. We may suspend all or part of the Service, with notice where practical, if we reasonably believe your use violates these Terms, creates a security or legal risk, harms others, or threatens the Service or our providers, or if payment is overdue. We will restore access once the issue is resolved.

11. Our intellectual property and feedback

We and our licensors own the Service, including its software, designs, models we provide, and documentation. Except for the rights granted in these Terms and the End User License Agreement, we reserve all rights. If you send us suggestions or feedback, we may use them without obligation to you.

12. Term and termination

These Terms apply from when you first accept them until your account is closed. You may terminate at any time by cancelling or closing your account under section 7; we may terminate for convenience with 30 days' written notice. Either party may terminate immediately by notice if the other materially breaches these Terms and does not cure the breach within 15 days of notice, or immediately for a breach that cannot be cured. We may terminate immediately for serious or repeated violations of the Acceptable Use Policy or unlawful use.

When these Terms end, your right to use the Service stops, unpaid fees become due, and we delete Customer Data as described in the Privacy Policy. Sections that by their nature should survive, including payment obligations, sections 8, 11 and 13 to 17, survive.

13. Warranties and disclaimers

Each party confirms it has the authority to enter into these Terms. We will provide the Service with reasonable skill and care in line with its description. If we do not, your exclusive remedy is for us to correct the issue or, if we cannot within a reasonable time, for either party to end the affected Service and for us to refund prepaid fees for its unused part.

EXCEPT AS STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE OR AI-GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, UNINTERRUPTED OR ERROR-FREE.

14. Limitation of liability

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OR GOODWILL, INCLUDING FROM MISSED, MISROUTED OR MISUNDERSTOOD CALLS, EVEN IF ADVISED OF THEIR POSSIBILITY.

EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US$100, WHICHEVER IS GREATER.

These limits do not apply to your payment obligations or to liability that cannot be limited by law. Each party's total liability for its indemnification obligations, including your obligations for breach of the Acceptable Use Policy, will not exceed two times the amounts you paid us in the 12 months before the claim, or US$200, whichever is greater. Liability for data-protection breaches is subject to the general limit above.

15. Indemnification

You will defend and indemnify us against third-party claims arising from your Customer Data, your configuration of your agent, your violation of these Terms or the Acceptable Use Policy, or your failure to give notices or obtain consents required for recording, AI disclosure or processing caller information.

We will defend and indemnify you against third-party claims that the Service, as we provide it, infringes their US intellectual-property rights. This does not cover claims caused by Customer Data, your modifications, combinations with things we did not provide, AI output produced from your instructions or content, or use in breach of these Terms. If the Service is, or we believe it may be, subject to such a claim, we may modify it to avoid infringement, obtain the right for you to keep using it, or, if neither is reasonably possible, end the affected Service and refund prepaid fees for the unused part of the term. This section states our entire obligation for intellectual-property claims.

The indemnified party must promptly notify the other, let it control the defense and settlement (without admitting fault on the indemnified party's behalf without consent), and cooperate reasonably.

16. Disputes and governing law

These Terms are governed by the laws of the State of Texas and applicable US federal law, without regard to conflict-of-law rules. Before filing a claim, each party will try to resolve the dispute informally for at least 30 days after written notice.

Arbitration. If the dispute is not resolved informally, it will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Travis County, Texas (or by video conference if both parties agree). Judgment on the award may be entered in any court with jurisdiction. Either party may instead bring an individual claim in small-claims court, and either party may ask a court for urgent injunctive relief to protect its intellectual property or confidential information.

No class actions. Each party may bring claims only in its individual capacity, not as a plaintiff or class member in any class, collective or representative proceeding, and the arbitrator may not consolidate claims of different customers. If this waiver is found unenforceable for a claim, that claim will proceed in the state or federal courts in Travis County, Texas, and the parties consent to their jurisdiction.

Jury waiver. FOR ANY CLAIM THAT PROCEEDS IN COURT, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY.

Costs. Each party bears its own costs and attorneys' fees, and arbitration fees are paid as the AAA rules provide, unless the arbitrator decides otherwise under those rules or applicable law.

17. General terms

Changes to these Terms. We may update these Terms. For a material change we will give at least 30 days' notice by email or in the app before it takes effect, and you can cancel before then. Each version is published with its version number and effective date, and earlier versions stay available. Continuing to use the Service after a change takes effect means you accept it.

Notices. You agree to receive notices and agreements electronically. We send notices to the account owner's email address. Send notices to us at [email protected] or by mail to ZPEACHY LLC (Xaller.ai), 5900 Balcones Drive STE 100, Austin, TX 78731, USA.

Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of the relevant business, with notice.

Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including carrier, network or provider outages, other than payment obligations.

Entire agreement. These Terms and the documents they incorporate are the entire agreement about the Service and replace prior discussions about it. If a provision is unenforceable, the rest remains in effect. Not enforcing a provision is not a waiver. The parties are independent contractors.

No third-party beneficiaries. These Terms do not create rights for anyone else, including your callers.

Contact. Questions about these Terms: [email protected].