Terms and Conditions

These Terms of Service (the "Terms") are a binding agreement between IzzyLabs Inc. ("IzzyLabs", "we", "us" or "our") and the business or other organization that creates an account or otherwise uses the IzzyOps platform ("Customer" or "you"). They govern your access to and use of the IzzyOps platform, our websites, our apps and everything we make available through them (together, the "Service").

Please read these Terms carefully. In particular:

• §20 requires most disputes to be resolved by binding individual arbitration, and waives the right to a jury trial and to take part in a class action.
• You are responsible for the calls, messages and other communications your account makes, and for obtaining every consent and giving every notice the law requires for them (§7). Phone calls handled by the Service are recorded unless recording is turned off for your Account, and many calls are conducted by an artificial intelligence.
• The Service cannot be used to call emergency services (§6).
• Your subscription renews automatically each month until you cancel it (§4.2).
• Each Authorized User must verify a mobile phone, and may choose to receive texts from Izzy at it; receiving them is optional (§3.5, §8.8).

By affirmatively accepting these Terms when creating an account or, if invited, before first using the Service, you agree to the version presented to you. If you accept them on behalf of a business or other organization, you represent that you have authority to bind it, and "you" means that organization. If you do not have that authority, or do not agree, do not use the Service.

1. Definitions

• "Account" means the business account (the "business" or "workspace") created for you in the Service, and everything in it.
• "Authorized User" means an individual you permit to use the Service under your Account, including anyone who joins by accepting an invitation. Each Authorized User has a role, such as admin or member.
• "AI Employee" means a configurable AI agent you create in the Service, including its name, voice, instructions and settings.
• "Job" means an automated workflow you build in the Service, including its steps, branches, variables, schedules and triggers, and "Run" means one execution of a Job.
• "Contact" means any person or organization your Account communicates with, or who communicates with your Account, through the Service, including people who call or text your Phone Numbers and people your Account calls or texts.
• "Communications" means the phone calls, text messages and other communications made, received, routed or transferred through your Account.
• "Customer Data" means all data and content submitted to the Service by you, your Authorized Users or your Contacts, or generated by the Service for your Account, including your Jobs, AI Employees, knowledge base documents, call recordings, transcripts, messages, Run records and Output. It does not include Usage Data.
• "Output" means content the Service generates for your Account using artificial intelligence, such as spoken responses, text, summaries, transcripts and evaluations.
• "Izzy" means the AI assistant built into the Service that helps you build and change Jobs, AI Employees and other parts of your Account, and that can text Authorized Users who have agreed to it (§8.8).
• "Izzy Texts" means the text messages Izzy sends to an Authorized User's Verified Phone from IzzyOps's own phone number.
• "Verified Phone" means the mobile number an Authorized User has verified in the Service under §3.5.
• "Phone Number" means a telephone number provisioned to your Account, whether purchased through the Service or ported into it.
• "Plan" means the subscription tier you select (such as Starter, Growth, Scale or Enterprise), and the features, included quantities and prices that go with it, as described on our pricing page or in an Order Form.
• "Order Form" means a written order, quote or agreement for the Service that you and IzzyLabs have both signed or accepted, which may set out different Plans, prices or terms.
• "Documentation" means the in-product help and other user guides for the Service that we make available to you, as updated from time to time.
• "Third-Party Services" means products, services, websites and integrations that are not provided by IzzyLabs, including those you connect to your Account.
• "Usage Data" means data about the operation and use of the Service, such as call durations, minute and credit counts, feature usage, performance and error logs, that does not identify you, your Authorized Users or your Contacts.

2. The Service

2.1 Access

Subject to these Terms and your payment of the applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right, during your subscription, to access and use the Service for your internal business purposes in accordance with the Documentation. You may permit your Authorized Users to use the Service on your behalf.

2.2 What the Service does

The Service lets you build AI Employees and Jobs that answer and place phone calls, transfer calls to people, carry out automated tasks on a schedule or in response to events, search documents you provide, and generate content. You decide what your AI Employees say, what your Jobs do, who they communicate with and when. We provide the tools; you control how they are used.

2.3 Changes to the Service

We continually improve the Service, and we may add, change or remove features at any time. If we remove a feature that is material to your Plan, we will give you reasonable advance notice where practicable. Features we describe as coming soon, planned or on a roadmap are not commitments, and your purchase is not contingent on their delivery.

2.4 Preview features

We may offer features identified as beta, preview, early access, pilot or similar ("Preview Features"). Preview Features are optional, may be incomplete or change without notice, may be withdrawn at any time, and are provided "as is" without any warranty, support commitment or liability, notwithstanding anything else in these Terms. Features we make available to some businesses before others may be governed by additional terms we present when you enable them.

2.5 Support

We may provide support through channels we make available in the Service. Unless an Order Form says otherwise, we do not commit to support hours, a response time or a level of availability for the Service.

3. Accounts and Authorized Users

3.1 Eligibility

The Service is for businesses and other organizations, not for personal, family or household use. To use it, you and each Authorized User must be at least 18 years old, and you must be a business organized in, and operating from, the United States or Canada. You may not use the Service if you are barred from doing so under the laws of the United States or any other applicable jurisdiction, including sanctions laws (§22.9).

3.2 Accurate information

You must give us accurate, current and complete information when you create your Account, when you verify your business, when you port a number, and at any other time we ask for it, and keep it up to date. Information about your business is filed with telephone carriers, industry registries and our telecommunications providers in your name (§5.5), and inaccurate information can cause your calls or messages to be blocked or labelled as spam, and your Account to be suspended.

3.3 Authorized Users and roles

You decide who may use your Account, and you may invite others to join it. The Service offers roles with different permissions, and you are responsible for choosing the right role for each person. You are responsible for everything done under your Account, by your Authorized Users or by anyone who gains access through their credentials, and for each Authorized User's compliance with these Terms. An Authorized User belongs to your Account and acts on your behalf.

3.4 Security of credentials

Each Authorized User must keep their sign-in credentials confidential and must not share them. You must use the security features the Service offers where appropriate, such as multi-factor authentication, and tell us promptly through the Service's support channel if you suspect any unauthorized access to your Account. We are not liable for any loss caused by unauthorized use of credentials that results from your failure to keep them secure.

3.5 Verified phone

Each Authorized User must verify a mobile number before using the Service, by entering a code we text to it. The number must be one the Authorized User is entitled to use, and the Service can verify numbers in the United States and Canada. A number can be the Verified Phone of only one sign-in. A Verified Phone belongs to the Authorized User rather than to a business, so it is the same in every business they belong to. Verifying a phone does not sign anybody up for texts; Izzy Texts are a separate and optional choice (§8.8). A Verified Phone is not a means of signing in or of resetting a password.

4. Plans, Fees and Payment

4.1 Plans and fees

You agree to pay the fees for your Plan and for any usage beyond it, at the prices shown on our pricing page when the fees are incurred or in your Order Form. Unless stated otherwise, fees are quoted and payable in US dollars.

4.2 Automatic renewal

Your subscription is billed monthly in advance and renews automatically at the end of each monthly billing period, for another monthly period, until you cancel it. By subscribing, you authorize us (and our payment processor) to charge the payment method on file the recurring subscription fee, and any usage fees described below, at the start of each billing period or as they are billed, without further authorization from you, until you cancel. You can cancel at any time in the Service, and cancellation takes effect at the end of the current billing period (§16.2).

4.3 Payment method

A valid payment method is required before you can use the Service. Payments are processed by our payment processor, Stripe, and your card details are given directly to Stripe and are not stored by us. You authorize us and Stripe to store your payment method and charge it for all fees under these Terms. You must keep your payment method and billing information current. Your use of Stripe's services is also subject to Stripe's own terms.

4.4 Included quantities and usage fees

Each Plan includes certain quantities, such as AI voice minutes, transfer minutes, Phone Numbers, knowledge base storage and Izzy credits. Included quantities reset at the start of each billing period, and unused quantities do not roll over. Beyond them:

• AI voice minutes and transfer minutes used beyond your Plan's included amount are billed automatically at the rates on our pricing page. A call is never refused or dropped because a quota was reached, which means your usage fees depend on how many calls your Account handles, and you are responsible for them. You can set a limit in your Account on charges for AI voice minutes and transfer minutes beyond your Plan's included amount; when that limit is reached, the Service will stop accepting new calls for your Account until the next billing period or until you raise or remove the limit, but will not drop calls already in progress. Minutes are measured as described on our pricing page and are billed per call, rounded up to the next whole minute.
• Additional Phone Numbers beyond your Plan's included count are billed per number for each billing period in which the number is held at any point, without proration, including a number released during the period.
• Izzy credits are used by each message to Izzy and by each Izzy Text a schedule asks her to send. Izzy's welcome text, her automated replies and the codes that verify a phone use none. Izzy credits beyond your Plan's allowance are available only by purchasing a credit pack. When your credits run out, Izzy stops responding until they reset or you buy more; we never buy credits for you. Purchased credits roll over while your subscription remains active, but have no cash value, are not refundable, and expire when your Account is deleted.
• Knowledge base storage beyond your Plan's included amount is added only when you approve it, and is billed on the highest level reached during the billing period, even if you later delete documents.

Our measurement of usage is determinative, absent manifest error. Usage near the end of a billing period may appear on the following period's invoice.

4.5 Plan changes

An upgrade takes effect immediately, and you will be charged a prorated amount for the remainder of the current billing period. A downgrade takes effect at the start of the next billing period. If you downgrade, you are responsible for bringing your usage within the lower Plan's limits (for example, the number of Phone Numbers), and features not included in the lower Plan will stop working when the downgrade takes effect.

4.6 Taxes

Fees do not include taxes. You are responsible for all applicable sales, use, value-added, goods and services, telecommunications and similar taxes associated with your purchases, except taxes on IzzyLabs's net income. Where we are required to collect them, we will add them to your invoice. We will disclose any regulatory recovery fees or surcharges before charging them.

4.7 Late or failed payment

If a payment fails, our payment processor will retry it over a period of approximately three weeks, and your Account keeps working while it does. If the payment still has not succeeded at the end of that period, we will suspend your Account: your Authorized Users will be unable to use the Service, including its phone numbers, until the outstanding amount is paid. Suspension does not delete your Account, and paying the outstanding amount restores it. We may terminate an Account that remains unpaid for 10 days or more. Overdue amounts may accrue interest at the lesser of 1.5% per month or the highest rate permitted by law, and you are responsible for reasonable costs of collection.

4.8 Price changes

We may change our prices. We will give you at least 30 days' notice of a price increase that applies to your subscription, by email or in the Service, and it will take effect at the start of your next billing period after the notice period ends. If you do not agree to it, you may cancel before it takes effect. Prices for usage beyond your Plan may change on the same notice.

4.9 No refunds

Except as these Terms expressly state or the law requires, all fees are non-refundable, including for partial billing periods, unused included quantities, unused credits, Phone Numbers released during a billing period, and periods in which your Account was suspended under §15.

4.10 Billing disputes

If you believe you were charged in error, you must tell us through the Service's support channel within 60 days of the charge, and we will work with you in good faith to resolve it. Please contact us before disputing a charge with your card issuer. We may suspend an Account while a chargeback is pending.

5. Phone Numbers and Telecommunications

5.1 How numbers are provided

Phone Numbers and the telecommunications capabilities of the Service are provided through our third-party telecommunications providers, currently Twilio, and the carriers they work with. Each Account's Phone Numbers are held in a separate account with that provider which we open and administer for you. Some Phone Numbers, features and destinations may not be available in every area, and availability may change.

5.2 You do not own a Phone Number

Telephone numbers are a public resource administered by national regulators. You do not acquire any ownership or property right in a Phone Number. You are granted the right to use it while your Account is in good standing and subject to these Terms, applicable law, and the requirements of regulators, carriers and our providers. We or our providers may need to change or reclaim a Phone Number when regulators, carriers or the law require it, and we will give you as much notice as we reasonably can.

5.3 Porting a number in

If you ask to move ("port") a number you already have into the Service, you represent and warrant that you are the subscriber of that number or are authorized by the subscriber to port it, and that the information and documents you provide (including the letter of authorization, account details and bill) are true and complete. You authorize us and our providers to submit the port request to your current carrier on your behalf. Ports are completed by your current carrier, not by us. They can take days or weeks, and they can be delayed or rejected for reasons outside our control. We are not responsible for any interruption of service on a number while it is being ported, and you should not cancel service with your current carrier until the port has completed. Account numbers, PINs and bills you provide for a port are passed to our provider for the port and are not kept by us.

5.4 Porting a number out and releasing numbers

You may port a Phone Number to another provider, and we will cooperate with a valid port-out request as the law requires, regardless of whether you owe us fees. You may request from us the Account details and authorization information reasonably needed to submit a valid port-out request, and we will provide them to you without unreasonable delay. To port out, request those details through the support channel we make available in the Service and submit the port request through your new provider. A Phone Number you release, and every Phone Number on an Account that is deleted (§16.3), is returned to our provider and cannot be recovered. If you want to keep a number, you must port it out before it is released.

5.5 Business and caller verification

To improve how your calls and messages are delivered and identified, the Service lets you register your business with our providers and, through them, with carriers and industry registries (for example, for STIR/SHAKEN call authentication and, when available, for business text messaging). When you submit this information, you authorize us to file it, and to make the representations these registrations require, on your behalf, and you represent that you are authorized to do so for the business named. Registrations are reviewed by third parties who may reject them, and we do not guarantee any outcome. Whether or not you register, carriers, call-labelling services and receiving devices decide for themselves whether to block, label (for example as "Spam Likely") or deliver a call or message, and we do not control or guarantee how your Communications are delivered, displayed or labelled.

5.6 Caller ID

You must use only Phone Numbers provisioned to your Account, or numbers you are authorized to use, as the caller ID for your Communications. You must not transmit misleading or inaccurate caller ID information, and you must not cause a Communication to appear to come from a number or a person it does not come from.

5.7 Carrier requirements and traceback

Carriers, industry bodies and regulators impose requirements on communications that change from time to time, and our providers may require us to impose them on you. You agree to comply with them. If we, a provider, a carrier, a regulator or an industry traceback group asks about Communications from your Account, you must respond promptly and truthfully and provide the records we reasonably request, including evidence of the consent you obtained. We may disclose information about your Account and its Communications in response to such a request, and we may block Communications or suspend your Account as §15 provides.

5.8 Quality and availability

Telecommunications depend on networks and providers outside our control. Calls may drop, be delayed, have degraded audio, fail to connect, or fail to transfer. The Service is not a replacement for a traditional phone line, and you should keep an alternative means of communication for anything critical to your business.

6. No Emergency Services

THE SERVICE DOES NOT SUPPORT CALLS OR MESSAGES TO 911, E911, 988, OR ANY OTHER EMERGENCY SERVICES NUMBER, AND MUST NOT BE USED FOR THEM. The Service cannot place such calls, does not transmit location information to emergency services, and is not a substitute for a telephone service that can.

The AI Employees you configure answer calls automatically. They are not able to recognize or respond to an emergency reliably, and you must not use the Service to provide, triage, dispatch or advise on emergency, crisis, safety or life-critical services. Where your Contacts might reasonably call your business in an emergency, you are responsible for directing them to emergency services, for example in your AI Employee's instructions and on your own materials. You must tell your Authorized Users about these limitations.

IzzyLabs and its providers are not liable for any claim, loss or damage arising from the inability to reach emergency services through the Service, and you will indemnify us under §18 against any such third-party claim brought by your Authorized Users or Contacts to the extent caused by your breach of your obligations under §6.

7. Your Responsibility for Your Communications

7.1 You are the sender

You are responsible for deciding how your Account is used to initiate, send or make Communications and for complying with every law that applies to your use of it. This includes Communications your Jobs place automatically, on a schedule, in response to a trigger, or at the direction of Izzy. IzzyLabs provides technology used to make Communications; nothing in these Terms determines whether IzzyLabs may also have obligations under applicable law.

7.2 Laws that apply

Depending on your Communications, the laws that apply may include, without limitation: the Telephone Consumer Protection Act (TCPA) and the FCC's rules under it; the Telemarketing Sales Rule; the Truth in Caller ID Act; the CAN-SPAM Act; state telemarketing, "mini-TCPA", do-not-call and registration laws; federal and state call-recording and wiretapping laws; laws requiring the disclosure of automated or AI-generated communications; consumer protection, debt collection and privacy laws; and, for Communications to or from Canada, the Canadian Radio-television and Telecommunications Commission's Unsolicited Telecommunications Rules, Canada's anti-spam legislation (CASL) and Canadian privacy law. You must also comply with the requirements of carriers and industry bodies, such as the CTIA Messaging Principles and Best Practices.

7.3 Consent

Before your Account calls or texts a Contact, you must obtain, and be able to prove, every consent the law requires for that Communication. In particular:

• The FCC treats a call using an AI-generated voice as a call using an "artificial or prerecorded voice" under the TCPA. Outbound calls placed by your AI Employees therefore generally require the called party's prior express consent, and prior express written consent if the call introduces an advertisement or constitutes telemarketing.
• You must not place a telemarketing call or send a marketing message to a number on the National Do Not Call Registry, a state do-not-call list or your own internal do-not-call list, except as the law permits. The Service does not check numbers against any do-not-call registry; doing so is your responsibility.
• You must keep records of each consent (including when, how and in what words it was given) for at least as long as the law requires, and give them to us on request (§5.7).

7.4 Opt-outs

You must honor every request by a Contact to stop being contacted, however it is made and within the time the law requires. The Service helps you do this, and you must not interfere with it: when a Contact replies STOP (or a similar keyword) to any of your Phone Numbers, or asks your AI Employee or your number by text not to be contacted, the Service records an opt-out for your business, and the opt-out stops every text and every outbound call your Account starts to that Contact, not only the kind of Communication they replied to, until they opt back in by replying START. You must also record and honor opt-outs you receive outside the Service. Opt-out records are kept after your Account is deleted (§16.4).

7.5 Calling hours

You must comply with the laws on the days and times at which Contacts may be called or texted. The Service delays outbound calls that would reach a Contact outside the hours we understand to be permitted where they are, and refuses calls to destinations it does not cover. These controls are an aid, not a guarantee of compliance: they rely on the Contact's area code, which may not reflect where the Contact actually is, and on our reading of laws that change. They do not relieve you of your own obligations.

7.6 Call recording

Every phone call handled by a Phone Number on your Account is recorded, and calls are transcribed. Recording is on unless you ask us to turn it off for your Account through the support channel we make available in the Service. The Service does not automatically announce recording or AI use at the start of a call. Some jurisdictions require the consent of every party to a call before it may be recorded, and some require a notice at the start of the call. You are responsible for giving every notice and obtaining every consent that the laws applicable to your calls require for them to be recorded, transcribed and processed by artificial intelligence, including on calls transferred to your staff or to others, for example by configuring your AI Employee's greeting to announce it. Turning off recording does not remove any other applicable notice or consent obligation.

7.7 AI disclosure and truthfulness

Your Communications must not deceive anybody. You must not configure an AI Employee to claim to be a human being when sincerely asked, to impersonate a real person or another organization, or to mislead Contacts about who is calling, why, or on whose behalf. The Service does not automatically announce that a Contact is interacting with artificial intelligence. Where the law requires you to disclose that a Contact is interacting with an automated system or artificial intelligence, or to identify your business at the start of a call, you must do so. We recommend that every AI Employee identify your business and that it is an automated assistant at the start of every call.

7.8 Outbound calling and text messaging

We may require you to meet additional conditions before you place outbound calls or send text messages, such as verifying your business, registering with industry bodies, describing your use case, or accepting additional terms, and we may review, limit or refuse outbound calling or messaging for any Account. You may place outbound calls or send text messages to Canada only if and to the extent the Service makes those Communications available for your Account. Text messaging from your Phone Numbers is not currently available; Izzy Texts are not sent from your Phone Numbers and are governed by §8.8. Before text messaging from your Phone Numbers becomes available on your Account, we will provide applicable SMS program terms, including registration, opt-in, content and opt-out requirements, for your acceptance; you must register your business and your messaging use case as the Service requires before sending, and send only the kinds of messages you registered.

7.9 Our safeguards do not shift responsibility

The Service includes features intended to help you comply, such as opt-out handling, calling-hour controls, refusal of premium-rate numbers and business verification. We may add, change or remove them. They are provided to help you, not as legal advice or a guarantee of compliance, and do not relieve you of your obligations under §7 or limit any obligation IzzyLabs has under applicable law. You should seek your own legal advice about the laws that apply to your business.

8. Artificial Intelligence

8.1 How AI is used

The Service uses artificial intelligence models, some provided by third parties (§11.2), to conduct conversations, transcribe speech, search your documents, generate content, evaluate calls, and help you build and change your Account through Izzy.

8.2 AI can be wrong

Output is generated automatically and may be inaccurate, incomplete, inappropriate, or inconsistent with your instructions, and the same input may produce different Output at different times. An AI Employee may misunderstand a Contact, give an incorrect answer, fail to follow its instructions, fail to transfer a call, or say something you did not intend. You are responsible for:

• writing clear instructions and providing accurate knowledge base content;
• testing your Jobs and AI Employees before you put them in front of Contacts, and monitoring them afterwards;
• reviewing Output before relying on it, and providing human oversight appropriate to how you use it; and
• the consequences of decisions you make, and actions your Jobs take, based on Output.

8.3 Uses that require care

Output is not professional advice. You must not use the Service to provide medical, legal, financial, tax, insurance or other professional advice without qualified human review, or to make decisions that produce legal or similarly significant effects on individuals (such as decisions about credit, employment, housing, insurance, education or access to essential services) based solely on automated processing. You are responsible for complying with any law that regulates your use of AI, including laws requiring impact assessments, disclosures, or human review.

8.4 Izzy

Izzy can create and change Jobs, AI Employees, schedules, triggers and other parts of your Account at the request of any Authorized User. Izzy makes the changes you ask for without asking you to confirm each one first, and some take effect immediately — for example, pointing a Phone Number at a Job, or creating a schedule or trigger that is switched on. Changes Izzy makes are made on your behalf, as if the Authorized User who asked had made them, and you are responsible for reviewing them before you publish a Job or rely on it. Izzy shows you what it changed each time. Izzy's use is measured in credits (§4.4). If you use Izzy to send feedback or a problem report, it is sent to us with the information you include in it (§12).

Izzy can also work without anybody present, when a schedule asks her to text an Authorized User (§8.8). While she works this way, she reads your Account but does not change it or offer options.

8.5 Voices

The voices your AI Employees speak with are synthetic voices we make available in the Service. You may not use the Service to create or imitate the voice of a real person, or to present a synthetic voice as a recording of a real person.

8.6 Ownership of Output

As between you and IzzyLabs, and to the extent the law permits, you own the Output generated for your Account, and it is part of your Customer Data. Output may not be unique: the Service may generate the same or similar Output for other customers, and your rights do not extend to their Output. We make no representation that Output is protected by copyright or does not infringe the rights of others.

8.7 No training on your data

We do not use Customer Data to train or fine-tune artificial intelligence models. We require our AI providers, through enforceable agreements, not to use Customer Data, including recordings, transcripts and uploaded documents, to train or fine-tune their models. We will not use an AI provider to process Customer Data if its applicable terms permit such use.

8.8 Texts from Izzy

Izzy texts an Authorized User only at their Verified Phone, and only if they have agreed to receive Izzy Texts at that number. Agreeing is optional, is offered after the phone is verified and at any time later in the Authorized User's profile, and is not a condition of using the Service, of any purchase, or of employment. An agreement is for that number alone.

• What Izzy Texts are. Updates, reminders and answers about your business, including texts Izzy sends on her own at the times a schedule names. An Authorized User, or Izzy at an Authorized User's request, may set up a schedule that has Izzy text any Authorized User of your Account who has agreed to Izzy Texts. A schedule somebody else set up says who the first time it texts its recipient. Izzy Texts are Output (§8.2), and may contain Customer Data.
• Your responsibility for what is texted. You are responsible for the schedules your Authorized Users set up, and for each recipient being someone permitted to receive the Customer Data a schedule asks Izzy to text them. A schedule is skipped once its recipient is removed from your Account or has opted out.
• Frequency and charges. Message frequency varies. Message and data rates may apply, charged by the recipient's mobile carrier. Izzy Texts a schedule asks for use Izzy credits (§4.4).
• Opting out. An Authorized User can stop Izzy Texts at any time by replying STOP to any of them, or in their profile. A STOP to Izzy's number stops Izzy Texts from every business the Authorized User belongs to, and the Service will not text that number again until they reply START. Reply HELP for help. We keep records of these choices as §16.4 describes.
• Replies and calls. Replies to Izzy's number are not yet passed to Izzy, and are answered with an automated text. A call to Izzy's number is answered with a short automated message. Izzy's number is not monitored by a person, and must not be used for anything urgent.
• Delivery. Izzy Texts are delivered by our telecommunications providers and mobile carriers, and §5.8 applies to them. We do not guarantee that any Izzy Text will be delivered, or delivered at any particular time. Carriers are not liable for delayed or undelivered messages.
• Other ways Izzy may reach you. We may in future let Izzy reach Authorized Users in other ways, such as by phone call or email. Before we do, we will update these Terms and ask for any consent the law requires.

9. Acceptable Use

You must not, and must not allow anybody else to, use the Service to:

1. Break the law. Violate any applicable law or regulation, or facilitate anybody else's violation of one.
2. Make unlawful or unwanted Communications. Place calls or send messages without the consent the law requires; place calls to a number on a do-not-call list in violation of the law; make harassing, abusive, threatening or repeated unwanted Communications; or keep contacting a person who has opted out.
3. Deceive. Engage in fraud, phishing, scams, pretexting or "vishing"; impersonate any person, business, government agency or official; spoof caller ID; misrepresent who is calling or why; or create or distribute misleading information about elections, voting or public health.
4. Collect information you should not. Collect or store, through calls or Jobs, full payment card numbers, card security codes, bank account credentials, passwords, Social Security or other government identification numbers, or health information protected by HIPAA, unless we have agreed in writing that you may and you have made the arrangements the law and industry standards (such as PCI DSS) require. Call recordings and transcripts will capture whatever a Contact says (§10.5).
5. Target children. Direct Communications to, or collect personal information from, children under 13 (or the age of digital consent where the Contact is), except as the law permits.
6. Carry prohibited content. Send, say or store content that is sexually explicit, obscene, defamatory, hateful, or that promotes violence or discrimination, or that infringes or misappropriates anybody's intellectual property, privacy or publicity rights; or, in text messages, content the carrier rules prohibit (including content about sex, hate, alcohol, firearms, tobacco or cannabis, except as those rules allow).
7. Serve high-risk or restricted uses without our approval. Use the Service for debt collection, political campaigning or fundraising, lead generation for resale, lending, gambling, or any purpose carriers or our providers classify as high-risk, without our prior written approval and your compliance with every law that applies to it. We may add to this list.
8. Harm the Service or others. Upload malware; attack, probe or scan any system or network; use a Job's web requests to send unsolicited traffic to, overload, or gain unauthorized access to any system; interfere with or disrupt the Service or another customer's use of it; or circumvent any security feature, usage limit, quota, billing measurement or Account restriction.
9. Misuse the platform. Reverse engineer, decompile or attempt to extract the source code, models, prompts or underlying components of the Service, except as the law expressly permits; use automated means to access the Service except through interfaces we provide for that purpose; copy, frame or mirror the Service; use it to build a competing product; or resell, sublicense or provide it to third parties as a service bureau, except as an Order Form allows.
10. Break our providers' rules. Violate any provider acceptable use policy that applies to your use of the Service and that we identify and make available to you before it applies.

The Service automatically stops Runs that appear to be looping or placing excessive automated calls, and we may limit Accounts whose usage indicates abuse. We may investigate any suspected violation of this section, and may remove content or block Communications that violate it.

10. Customer Data

10.1 Your data is yours

As between you and IzzyLabs, you own all Customer Data. You grant IzzyLabs and its providers a worldwide, non-exclusive, royalty-free right to host, copy, process, transmit, display and otherwise use Customer Data as necessary to provide, secure, support and improve the Service for you, to prevent abuse, and to comply with law, as these Terms and our Privacy Policy describe. You can remove most Customer Data from the Service at any time.

10.2 Your responsibility for Customer Data

You represent and warrant that you have all rights, consents and notices necessary for us to process Customer Data as these Terms describe, including personal information about your Contacts and the knowledge base documents you upload, and that doing so will not violate any law or anybody's rights. You are responsible for the accuracy, quality and legality of Customer Data.

10.3 Privacy and data processing

Our Privacy Policy describes how we handle personal information. For personal information about your Contacts, you are the business (or "controller") that decides how it is used, and IzzyLabs processes it on your behalf and at your instructions (as your "service provider" or "processor"). We will make a Data Processing Addendum available, and it forms part of these Terms and governs IzzyLabs' processing of your Contacts' personal information on your behalf whenever applicable data protection law requires processor terms. You must provide your Contacts with any privacy notice the law requires, including one describing your use of the Service, call recording and AI.

10.4 Usage Data

We may collect and use Usage Data, and Customer Data that has been aggregated and de-identified so that it does not identify you, your Authorized Users or your Contacts, to operate, measure, bill for, secure and improve the Service. We will not attempt to re-identify such Customer Data or disclose it in a form that identifies you, your Authorized Users or your Contacts, and will apply reasonable safeguards against re-identification, including when using data derived from call recordings, transcripts or Contact information.

10.5 Sensitive information

Unless we have agreed otherwise in writing, the Service is not designed for, and you must not use it to process, information subject to heightened legal requirements, such as protected health information under HIPAA, full payment card data, or government identification numbers (§9, item 4). IzzyLabs is not your business associate under HIPAA, and no business associate agreement exists between us, unless we have both signed one.

10.6 Retention

Customer Data is kept for the periods our Platform Privacy Policy and Documentation describe, except that the retention and deletion periods stated in this section and for the 30-day period after your subscription ends control if they conflict. In particular, call recordings are not currently subject to automatic deletion after 30 days, and the detailed step-by-step records of each Run, including conversation transcripts, are kept for at least 30 days after the Run. Your Authorized Users can view and retrieve call recordings, conversation transcripts and detailed step-by-step records of each Run while they remain available, but the Service does not currently provide a way to download or export them; you can download knowledge base originals where that feature is available. Call recordings, conversation transcripts and detailed step-by-step records of each Run that remain in your Account when your subscription ends will remain available for viewing during the 30-day read-only access period and will then be deleted as described below. The Service is not a backup or archiving service.

10.7 Security

We use reasonable technical and organizational measures designed to protect Customer Data, including encryption in transit and at rest and the isolation of each business's data from every other's. No system is perfectly secure. If we become aware of unauthorized access to Customer Data in our systems, we will notify you without undue delay and as the law requires.

10.8 Access by our personnel

Our personnel may access your Account and Customer Data only as needed to provide, support and secure the Service, to investigate suspected violations of these Terms, or as the law requires, and are bound by confidentiality obligations when they do.

10.9 Legal requests

We may disclose Customer Data if we believe it is required by law, subpoena, court order or other valid legal process. Where the law permits, we will notify you first so that you may seek to limit the disclosure.

11. Third-Party Services and Providers

11.1 Services you connect

The Service can send information to and receive it from Third-Party Services you choose, for example through integrations you connect (such as your CRM or calendar), web requests your Jobs make to addresses you specify, or telephone numbers you transfer calls to. When you do this, you are directing us to transmit that information, and the Third-Party Service's handling of it is governed by your agreement with that provider, not by these Terms. We are not responsible for Third-Party Services, their availability, security or accuracy, or what they do with information you send them. You are responsible for any credentials you store in the Service to reach them, and for having the right to use them.

11.2 Our providers

We rely on third-party providers to deliver the Service, including for hosting, telecommunications, artificial intelligence, payments and support, and the Service's availability and features depend on theirs. Our current providers and their roles are listed in our Privacy Policy. Where a provider requires its customers' end users to accept terms, you agree to the applicable terms of that provider that we identify and make available to you before they apply.

12. Feedback

If you give us suggestions, ideas or other feedback about the Service, we may use them for any purpose without any obligation to you. You are not required to give us feedback.

13. Intellectual Property

13.1 Ours

The Service, the Documentation, and all software, models, prompts, templates, designs, content (other than Customer Data), trademarks and other intellectual property in them, and every improvement to them, belong to IzzyLabs or its licensors. Except for the rights expressly granted in these Terms, we grant you no rights in them, and all other rights are reserved. You may not remove any proprietary notice from the Service, or use our names, logos or trademarks without our prior written consent.

13.2 Templates

We may make Job templates, sample instructions and other starting points available in the Service. You may use and modify them in your Account under these Terms. A template you add to your Account becomes part of your Job, but we keep our rights in the template itself.

13.3 Publicity

We may identify you as a customer by name on our website and in marketing materials unless you ask us not to at legal@izzylabs.com. We may use your logo on our website and in marketing materials only with your prior written approval.

14. Confidentiality

Each party (the "recipient") may receive non-public information from the other (the "discloser") that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, non-public features and pricing, and security information ("Confidential Information"). The recipient will use the discloser's Confidential Information only to perform under or exercise its rights under these Terms, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, providers and advisers who need to know it and are bound by confidentiality obligations at least as protective. Confidential Information does not include information that is or becomes public through no fault of the recipient, that the recipient already knew or independently developed, or that it lawfully received from a third party without restriction. The recipient may disclose Confidential Information when the law requires, after giving the discloser reasonable notice where the law permits.

15. Suspension

We may suspend all or part of your Account, block specific Communications, or disable specific Jobs, Phone Numbers or features, immediately and without prior notice, if we reasonably believe that:

• you are in breach of §7 or §9, or that your Account is being used for fraud, unlawful Communications or abuse;
• a carrier, provider, regulator, industry body or court has required or requested it, or our continued service to you could expose IzzyLabs, our providers, other customers or anybody else to harm or legal liability;
• your Account, or the Service, faces a security threat; or
• a payment is overdue as §4.7 describes.

Where practicable, we will tell you the reason and give you an opportunity to resolve it, and we will limit the suspension to what the situation requires. We will lift a suspension once its cause has been resolved. You remain responsible for fees during a suspension. Suspension is in addition to any other right we have under these Terms.

16. Term, Cancellation and Termination

16.1 Term

These Terms begin when you first accept them or use the Service, and continue until your Account has been deleted. Your subscription runs for successive monthly billing periods unless an Order Form states a different term.

16.2 Cancelling your subscription

You may cancel your subscription at any time in the Service's billing settings. Cancellation takes effect at the end of your current billing period, and you keep full use of the Service until then. You may withdraw a cancellation before it takes effect. Usage fees incurred before the cancellation takes effect remain payable.

16.3 What happens after your subscription ends

When a cancelled subscription ends:

1. Service stops. Your Phone Numbers stop answering and placing calls, and your Jobs, schedules and triggers stop running.
2. Read-only access for 30 days. For 30 days after the subscription ends, your Authorized Users can still sign in and view your Account's history and data, including call recordings, conversation transcripts and detailed step-by-step records of each Run that remain in your Account, but cannot make changes. During this period, you can download knowledge base originals where that feature is available, but cannot download or export call recordings, conversation transcripts or detailed step-by-step records of each Run (§10.6). Use this period to view anything you need, and to port out any Phone Number you want to keep.
3. Reactivation. If you subscribe again within those 30 days, your Account, including your Phone Numbers, is restored.
4. Deletion. After those 30 days, your Phone Numbers are released and your Account and all Customer Data in it are permanently deleted, subject to §16.4. Deleted data cannot be recovered. An Authorized User who belongs to no other business loses their sign-in too.

16.4 What we keep after deletion

Even after your Account is deleted, we keep:

• billing and payment records, including those held by our payment processor, for as long as tax, accounting and other laws require;
• records of Contacts' opt-outs and consent preferences, and of Authorized Users' opt-outs from Izzy Texts, as evidence that they were honored and to continue honoring them, without a fixed expiry period, subject to applicable law;
• information we are required to keep by law or to preserve for an actual or threatened legal claim; and
• copies in backups, subject to the applicable backup retention settings and deletion schedules.

We keep them under the protections of these Terms and our Privacy Policy, and only for those purposes.

16.5 Termination by us

We may terminate these Terms and your Account:

• if you materially breach these Terms and do not cure the breach within 15 days after we give you notice of it;
• immediately, by notice, if you breach §7 or §9 in a way that we reasonably believe causes or risks serious harm, or if a carrier, provider or regulator requires it;
• if your Account remains suspended for non-payment, after notice and a reasonable opportunity to pay the outstanding amount; or
• for any other reason, on 30 days' notice, in which case we will refund any fees you prepaid for the period after termination.

On termination by us, the steps in §16.3 apply, except that where we terminate for your breach, we may shorten or omit the read-only period and the reactivation right where continuing them would be unlawful or would continue the harm.

16.6 Effect of termination

When these Terms end, your right to use the Service ends, and you must pay any fees that were incurred before they ended. The sections that by their nature should survive will survive, including §§4 (for amounts owed), 6, 7 (for Communications made before termination), 8.6, 10.4, 12, 13, 14, 16.4, 16.6, and 17 to 22.

17. Warranties and Disclaimers

17.1 Mutual

Each party represents that it has the authority to enter into these Terms.

17.2 Yours

You represent and warrant that your use of the Service, your Customer Data and your Communications will comply with these Terms and with all applicable laws.

17.3 Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, ALL OUTPUT, AND ALL PREVIEW FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, IZZYLABS AND ITS PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. Without limiting that, we do not warrant that:

• the Service will be uninterrupted, timely, secure or error-free, or will meet any particular level of availability or latency;
• any Output will be accurate, complete, appropriate, or consistent with your instructions;
• any call will connect, be transferred, be completed or be of a particular quality, or that any Communication will be delivered, or displayed or labelled in any particular way;
• any port, registration or verification will succeed, or succeed by any date; or
• the Service's compliance features will make your Communications lawful.

18. Indemnification

18.1 By you

You will defend IzzyLabs, its affiliates, and their officers, directors, employees and agents against any claim, demand, investigation or proceeding brought by a third party (including a Contact, a carrier, a provider or a government authority) to the extent caused by: (a) your Communications, including any claim under the TCPA, the Telemarketing Sales Rule, a do-not-call, call-recording, wiretapping or AI-disclosure law, or any similar law; (b) your Customer Data, including a claim that it infringes or misappropriates anybody's rights; (c) your use of the Service in breach of these Terms or of law; (d) your Third-Party Services; or (e) your breach of your obligations under §6 in connection with an emergency call described in §6; and you will pay any damages, settlements, and reasonable attorneys' fees and costs resulting from it, and any fines or penalties resulting from it only to the extent indemnification for them is permitted by law.

18.2 By us

We will defend you against any claim brought by a third party alleging that the Service, as we provide it and when used in accordance with these Terms and the Documentation, infringes that party's United States patent, copyright or trademark or misappropriates its trade secret, and will pay any damages finally awarded or settlement we agree to, subject to §19. If the Service is, or we believe it may be, subject to such a claim, we may obtain the right for you to keep using it, modify it so it is no longer infringing, or, if neither is reasonably available, terminate your subscription and refund prepaid fees for the remainder of the billing period. We have no obligation for a claim arising from Customer Data, Output, Third-Party Services, Preview Features, your modification of the Service or its combination with anything we did not provide, your instructions or specifications, your use of the Service outside the Documentation, or your breach of these Terms. This section states our entire liability, and your exclusive remedy, for any claim of infringement.

18.3 Procedure

The party seeking defense must notify the other promptly of the claim, give it sole control of the defense and settlement (except that it may not settle a claim in a way that admits fault on behalf of, or imposes an obligation other than payment on, the defended party without that party's consent), and provide reasonable cooperation at the defending party's expense.

19. Limitation of Liability

19.1 TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS YOU PAID OR OWE TO IZZYLABS FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

19.3 The limits in §19.1 and §19.2 do not apply to your obligation to pay fees, to your breach of §7 or §9, to either party's breach of §14 (other than a breach involving Customer Data, which is subject to §19.2), or to liability that cannot be limited by law. Your total liability under §18.1 will not exceed the greater of $1,000,000 or three times the amounts you paid or owe to IzzyLabs for the Service in the 12 months before the event giving rise to the liability; the limit in §19.1 does not apply to your obligations under §18.1.

19.4 These limits apply even if a remedy fails of its essential purpose. The fees reflect this allocation of risk, which is an essential basis of the bargain between the parties.

20. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS HOW DISPUTES ARE RESOLVED.

20.1 Informal resolution first

Before starting an arbitration or court proceeding, a party must send the other a written notice describing the dispute and the relief sought (to IzzyLabs at the address in §23), and the parties will try in good faith to resolve it for 60 days after the notice is received.

20.2 Binding arbitration

If the dispute is not resolved, any dispute, claim or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration, administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator. The arbitration will be held by video conference unless the parties agree otherwise, and conducted in English. The arbitrator may award any relief a court could award on an individual basis, and judgment on the award may be entered in any court with jurisdiction. The Federal Arbitration Act governs this section.

20.3 Exceptions

Either party may bring an individual claim in small claims court, and either party may seek an injunction or other equitable relief in court to protect its intellectual property or Confidential Information, or to stop a breach of §9, pending arbitration.

20.4 Class action and jury waiver

CLAIMS MAY BE BROUGHT ONLY IN A PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL. If this subsection is found unenforceable for a claim, that claim must be severed and heard in court under §20.5, and the rest of this section still applies.

20.5 Governing law and venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any claim not subject to arbitration will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and both parties consent to their jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.6 Time limit

To the extent the law permits, any claim must be brought within one year after it arose, or it is permanently barred.

21. Changes to These Terms

We may change these Terms. We will post the updated Terms on the Service's terms page and update the date above, and if a change is material, we will tell you by email or in the Service at least 30 days before it takes effect, unless a shorter period is required by law or reasonably necessary to address a new feature or a legal or security risk. Any change taking effect on shorter notice will be limited to what is reasonably necessary for that purpose, and we will tell you by email or in the Service as soon as reasonably practicable and, where practicable, before it takes effect. If you do not agree to a change, you may cancel your subscription before it takes effect. Where applicable law requires affirmative acceptance of updated Terms, we will request it before the change applies to you; otherwise, by continuing to use the Service after it takes effect, you agree to the updated Terms. A change does not apply to a dispute of which a party gave notice before the change was posted.

22. General

22.1 Entire agreement and order of precedence

These Terms, together with any Order Form, any Data Processing Addendum incorporated under these Terms, and the policies they refer to, are the entire agreement between you and IzzyLabs about the Service, and replace any earlier agreement or understanding about it. If they conflict, the order of precedence is: an Order Form, then any Data Processing Addendum incorporated under these Terms (for the processing of personal information), then these Terms, then any policy. Any terms in your purchase order or other business form do not apply, even if we accept it.

22.2 Assignment

You may not assign or transfer these Terms without our prior written consent, except to a successor in a merger, acquisition or sale of all or substantially all of your business, on notice to us. We may assign these Terms without your consent. Any other attempted assignment is void.

22.3 Force majeure

Neither party is liable for a failure or delay in performance (other than payment) caused by events beyond its reasonable control, including natural disasters, war, terrorism, riots, labor disputes, government action, epidemics, power or internet failures, failures of carriers, telecommunications networks, or hosting or AI providers, and denial-of-service or other attacks.

22.4 Notices

We may send you notices by email to the address of your Account's admins, or in the Service, and they are effective when sent. You are responsible for keeping those addresses current. You may send legal notices to us by email or postal mail using the contact details in §23. A legal notice is effective when received by us.

22.5 Electronic communications

You agree to receive agreements, notices, invoices and other communications from us electronically, and that they satisfy any legal requirement that such communications be in writing. We will also send you service and account messages, which you cannot opt out of while you have an Account. These include the codes that verify a phone, but not Izzy Texts, which are optional (§8.8).

22.6 Relationship

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship.

22.7 No third-party beneficiaries

These Terms are for the benefit of you and IzzyLabs only, and create no rights for anybody else, including your Authorized Users and Contacts, except that our affiliates and providers may rely on the disclaimers and limitations in §§6, 17 and 19.

22.8 Severability and waiver

If any part of these Terms is held unenforceable, it will be enforced to the maximum extent permitted and the rest will remain in effect. A failure or delay in enforcing any part of these Terms is not a waiver of it.

22.9 Export and sanctions

You must comply with all applicable export control and sanctions laws. You represent that you are not, and are not owned or controlled by, a person subject to U.S. sanctions or located in a country or region subject to comprehensive U.S. sanctions, and that you will not use the Service in violation of those laws.

22.10 Government users

The Service is commercial computer software and commercial services. If you are a government entity, your use is subject to these Terms to the extent consistent with applicable procurement law.

22.11 Interpretation

Headings are for convenience only. "Including" means "including without limitation". These Terms are written in English, and any translation is for convenience only.

23. Contact Us

IzzyLabs Inc. Our current postal address and monitored email addresses for legal notices, security reports, billing disputes and support are published in the Service's contact information. We will keep that information current and accessible to you.