Terms of Service

1.1Agreement to These Terms

By accessing or using any portion of the Truedy AI platform, including the web application, API, GoHighLevel marketplace integration, or any other products or services offered by True Pay 4 Performance Inc. (collectively, the “Services”), you (“User,” “Customer,” or “you”) agree to be bound by these Terms of Service (“Terms”). If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to “you” in these Terms will refer to that entity.

1.2Capacity to Contract

If you do not have the legal authority to enter into binding agreements, you may not use the Services. By clicking “I agree,” completing account registration, or otherwise accessing the Services, you affirm that you are at least 18 years of age and have the legal capacity to enter into this agreement. The Services are not intended for individuals under the age of 18.

1.3Incorporation of Other Policies

These Terms incorporate by reference our Privacy Policy, Acceptable Use Policy, and any additional guidelines, policies, or supplemental terms we post on our website or within the platform. All such policies form part of this agreement.

1.4Supersession

These Terms supersede all prior agreements, representations, or understandings between you and True Pay 4 Performance Inc. regarding your use of the Services, whether written or oral, except to the extent expressly provided herein.

3.1Core Platform Capabilities

Truedy AI provides an AI-powered voice agent platform that enables Customers to deploy, configure, and manage intelligent telephone agents for outbound and inbound call automation. Core features of the Services include:

• aVoice Agent Creation and Configuration: Tools for building AI telephone agents with customizable scripts, personas, greetings, conversation flows, objection handling logic, and escalation rules.
• bCampaign Management: Functionality to create, schedule, and manage outbound call campaigns across contact lists, with support for immediate dialing, scheduled dialing, and bulk campaign execution.
• cCall Analytics and Reporting: Post-call analysis including machine-generated transcripts, sentiment analysis, call outcome classification, key moments extraction, and summarization.
• dGoHighLevel Marketplace Integration: Native integration with GoHighLevel that exposes Truedy AI capabilities as custom Actions and Triggers within GHL Workflow Builder, enabling automated contact management, pipeline updates, follow-up sequences, and appointment booking.
• eRecording and Storage: Optional recording of call audio with cloud storage and retrieval.
• fAPI Access: Programmatic access to all platform capabilities via a documented REST API.

3.2Service Availability

Truedy AI will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, subject to planned maintenance windows, emergency maintenance required to protect the security or integrity of the Services, and circumstances beyond Truedy AI’s reasonable control. Truedy AI makes no uptime guarantee.

3.3Service Modifications

Truedy AI reserves the right to modify, update, enhance, or discontinue features of the Services at any time. Material reductions to core functionality will be communicated to Customers with at least 30 days’ notice. Truedy AI is not liable for any modification, suspension, or discontinuation of the Services or any part thereof.

3.4Beta Features

From time to time, Truedy AI may offer features designated as “beta,” “preview,” or “experimental.” Beta features are provided as-is without any warranty, may be discontinued at any time, and are excluded from any service level commitments. Customers use beta features at their own risk.

4.1Eligibility Requirements

To use the Services, you must:

• abe at least 18 years of age;
• bbe capable of forming a binding contract under applicable law;
• cnot be prohibited from receiving the Services under any applicable laws, regulations, or export controls;
• dif a business entity, be duly organized and in good standing under the laws of your jurisdiction of formation;
• eprovide accurate, complete, and current registration information; and
• fcomply with all applicable laws and regulations in your use of the Services, including without limitation telecommunications laws, consumer protection laws, and do-not-call regulations.

4.2Account Creation

Customers must create an Account to access the Services. During registration, you will be required to provide your name or business name, email address, and other information as requested. You agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete throughout the term of your Subscription.

4.3Account Security

You are solely responsible for maintaining the confidentiality of your Account credentials, including passwords and API keys. You are responsible for all activities that occur under your Account, whether or not authorized by you. You agree to:

• ause a strong, unique password for your Account;
• bnot share Account credentials with unauthorized persons;
• cnotify Truedy AI immediately upon becoming aware of any unauthorized access to or use of your Account; and
• densure that Authorized Users comply with these Terms. Truedy AI is not liable for any loss or damage resulting from unauthorized access to your Account that occurs as a result of your failure to take reasonable precautions.

4.4Authorized Users

Customers may grant access to Authorized Users within their Account up to the limits of their Subscription plan. Customers remain responsible for all acts and omissions of their Authorized Users. Customers must ensure that Authorized Users are aware of and comply with these Terms.

4.5One Account Per Entity

Each legal entity may maintain one primary Account unless Truedy AI expressly permits otherwise in writing. Accounts may not be transferred, sold, or assigned to another entity without Truedy AI’s prior written consent.

5.1Subscription Plans

Access to the Services requires a paid Subscription. Truedy AI offers multiple Subscription plans with varying features, call volume allowances, agent limits, and support levels. Current plan details, pricing, and feature comparisons are available on the Truedy AI website and may be updated from time to time.

5.2Fees and Payment

• aBilling Cycle: Subscription fees are billed in advance on a monthly or annual basis depending on the plan selected.
• bPayment Method: Customers must provide a valid payment method, such as a credit card or bank account, at the time of registration. By providing a payment method, you authorize Truedy AI and its payment processor to charge the applicable fees.
• cAutomatic Renewal: Subscriptions automatically renew at the end of each billing period unless cancelled prior to the renewal date in accordance with Section 5.5.
• dUsage-Based Charges: Certain features, including telephony minutes and additional call volume beyond plan limits, may incur additional usage-based charges. Such charges will be disclosed in the platform or during plan selection and billed in arrears or prepaid depending on the feature. Unless you have configured traffic limits within the Platform, Truedy AI does not automatically throttle outbound call volume, and you are responsible for payment of all telephony minutes utilized.
• eTaxes: All fees are exclusive of applicable taxes, levies, or duties (including but not limited to VAT and GST). Customers are responsible for paying all such taxes associated with their purchases.

5.3Price Changes

Truedy AI reserves the right to modify Subscription pricing at any time. For existing Subscribers, price changes will take effect at the start of the next billing cycle following at least 30 days’ written notice. Continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing.

5.4Late Payment and Non-Payment

If payment is not received by the due date, Truedy AI may:

• acharge a late fee of 1.5% per month (or the maximum rate permitted by law) on any unpaid balance;
• bsuspend or restrict access to the Services until payment is received; and
• cafter reasonable notice, terminate the Account in accordance with Section 20.

5.5Cancellation

Customers may cancel their Subscription at any time through the Account settings or by contacting support. Upon cancellation:

• athe Subscription will remain active until the end of the current billing period;
• bno refunds will be issued for the unused portion of a billing period, except as required by applicable law or as provided in Section 5.6; and
• caccess to the Services will terminate at the end of the current billing period.

5.6Refund Policy

Truedy AI does not generally issue refunds for Subscription fees. Exceptions may be made at Truedy AI’s discretion in cases of documented billing errors, service unavailability exceeding agreed service levels, or where required by applicable law. Refund requests must be submitted in writing within 30 days of the disputed charge.

5.7Disputes

If you dispute any charge, you must notify Truedy AI in writing within 30 days of the charge date. Failure to dispute within this period constitutes acceptance of the charge. Truedy AI will investigate all good-faith disputes and respond within a reasonable time.

5.8Bring-Your-Own-Carrier (BYOC)

Customers who elect to use their own telephony credentials (e.g., their own Telnyx account) under a BYOC arrangement acknowledge that telephony costs and billing for such services are managed directly with the third-party carrier. Truedy AI is not responsible for charges incurred with third-party carriers under BYOC arrangements.

6.1Permitted Uses

The Services may be used only for lawful business purposes in accordance with these Terms and applicable law. Permitted uses include conducting sales outreach, customer follow-up, appointment scheduling, lead qualification, customer service automation, and other legitimate business communication activities where appropriate consent has been obtained.

6.2Prohibited Conduct

You agree not to, and agree not to permit any Authorized User or third party to:

• aIllegal Activity: Use the Services for any purpose that violates any applicable local, state, national, or international law or regulation, including without limitation the TCPA, the Federal Trade Commission Act, the CAN-SPAM Act, GDPR, CCPA, and applicable do-not-call regulations.
• bUnauthorized Calls: Place calls to individuals who have not given appropriate prior express consent as required by applicable telecommunications law, or to individuals on applicable do not-call registries without a valid exemption.
• cMisrepresentation: Configure AI agents to misrepresent the identity of the caller, the purpose of the call, or the nature of the product or service being discussed in a manner that is deceptive or fraudulent.
• dCaller ID Manipulation: Falsify or manipulate caller identification information in violation of the Truth in Caller ID Act or any applicable law.
• eHarassment: Use the Services to harass, abuse, threaten, or intimidate any person.
• fSpam and Bulk Nuisance Calling: Engage in mass automated calling campaigns designed to annoy, disrupt, or harm recipients rather than to serve a genuine business purpose.
• gSystem Interference: Attempt to probe, scan, or test the vulnerability of the Platform or any related system; circumvent any security or authentication measures; introduce viruses, malware, or other harmful code; or interfere with the integrity or performance of the Services.
• hReverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any component of the Services.
• iUnauthorized Access: Access the Services using automated means (other than through the API as authorized), create multiple accounts to circumvent usage limits, or share Account credentials with unauthorized parties.
• jCompetitive Use of AI Outputs: Use AI-generated voices, transcripts, summaries, or any other output produced through the Services to train, improve, or develop artificial intelligence models or services that compete with Truedy AI.
• kData Scraping: Use the Services to scrape, harvest, or collect data about other users or contacts in an unauthorized manner.
• lResale Without Authorization: Resell or sublicense access to the Services to third parties except as expressly permitted in writing by Truedy AI.
• mExport Violations: Export, re-export, or transfer the Services in violation of applicable export control laws and regulations.
• nMinor Content: Submit voice recordings, contact data, or other content relating to individuals under the age of 18.

6.3Consequences of Violation

Truedy AI reserves the right to investigate violations of this Acceptable Use Policy and to take any action it deems appropriate, including immediate suspension or termination of Services, removal of Content, and cooperation with law enforcement authorities. Customers remain liable for all consequences, claims, damages, fines, and penalties arising from their misuse of the Services.

7.1Customer Responsibility

Customers bear sole and exclusive responsibility for ensuring compliance with all applicable telecommunications laws and regulations in each jurisdiction in which they use the Services to place or receive calls, including but not limited to:

• athe Telephone Consumer Protection Act (TCPA) and applicable FCC regulations;
• bthe FTC Telemarketing Sales Rule;
• capplicable state telemarketing and auto-dialer statutes;
• dapplicable state and international do-not-call regulations; and
• ecall recording and wiretapping statutes applicable in the jurisdiction of each call participant (see also Section 11.4).

7.2Prior Express Written Consent

Before using the Services to place any outbound call that uses a prerecorded or AI-generated voice to deliver a marketing message to a wireless telephone number, you must obtain prior express written consent from the call recipient that specifically authorizes calls using AI generated voice technology. You are solely responsible for evaluating and ensuring the legal sufficiency of all consent you rely upon.

7.3Do-Not-Call Compliance

You must:

• ascrub all outbound call recipient lists against the National Do Not Call Registry and all applicable state do-not-call registries before initiating any telemarketing campaign;
• bre-scrub recipient lists no less frequently than every 31 days during any ongoing campaign;
• cmaintain a company-specific internal do-not-call list and honor opt-out requests within a commercially reasonable time not to exceed 10 business days; and
• dcomply with equivalent do-not-call and opt-out obligations under applicable international law where calls originate from or terminate in jurisdictions outside the United States.

7.4Consent Documentation and Retention

You must maintain written documentation or digital records evidencing the prior express written consent of each call recipient for a minimum of five (5) years from the date of the last call to that recipient, or for such longer period as required by applicable law. Consent records must include: the date of consent, the method by which consent was obtained, the specific authorization language, and the phone number covered.

7.5Calling Hours

You must not place calls to residential telephone subscribers before 8:00 a.m. or after 9:00 p.m. local time at the called party’s location, in compliance with applicable federal and state calling hour restrictions, or more restrictive local requirements where applicable.

7.6Opt-Out Mechanism

All call campaigns using the Services must include a functional, real-time opt-out mechanism that allows call recipients to request removal from future campaigns. Opt-out requests received during or following a call must be honored promptly.

7.7STIR/SHAKEN

Truedy AI uses its telephony provider (Telnyx) which implements STIR/SHAKEN call authentication in compliance with FCC requirements. Customers using Bring-Your-Own-Carrier (BYOC) configurations must ensure their telephony provider is STIR/SHAKEN compliant. Customers may not use the Services in a manner that circumvents or disables STIR/SHAKEN caller identity attestation.

7.8Truedy AI’s Role

Truedy AI is a technology platform provider. Truedy AI is not a telemarketer, telephone solicitor, or seller of goods or services via telephone. Truedy AI does not control the content of calls, the selection of call recipients, or the consent status of individual phone numbers. The Customer is the party responsible for each call placed and for compliance with all applicable telecommunications laws.

8.1Mandatory Disclosure Obligation

You must configure every AI agent deployed through the Services to include, at the beginning of each outbound call and upon request by the call recipient at any point during the call, a clear and conspicuous disclosure that the caller is an artificial intelligence system and not a human being. This disclosure must be:

• amade in plain, understandable language;
• bmade at or near the start of the call, before the agent engages in substantive conversation; and
• caudible and not obscured by background noise or simultaneous speech.

8.2Applicable Laws

Your AI disclosure obligations include, without limitation, compliance with:

• aapplicable state laws requiring disclosure of automated or AI systems in commercial interactions, including California’s law requiring disclosure of automated system identity when interacting with California residents in commerce;
• bany FCC rule or guidance requiring disclosure of AI-generated voice in telephone calls; and
• capplicable laws in any other jurisdiction from which or to which calls are placed that require disclosure of automated or artificial intelligence systems.

8.3Configuration Assistance

Truedy AI provides platform features that facilitate the inclusion of AI disclosure language in call scripts and agent greetings. However, the responsibility to enable, configure, and maintain appropriate disclosures rests solely with the Customer.

8.4Indemnification for Non-Disclosure

You agree to indemnify Truedy AI from and against any claim, fine, penalty, or liability arising from your failure to provide required AI voice disclosures as required by applicable law.

10.1Nature of Integration

Truedy AI offers a native integration with the GoHighLevel platform via the GHL Marketplace. This integration enables Customers to use Truedy AI capabilities as custom Workflow Actions and Triggers within GoHighLevel, including but not limited to initiating outbound calls, scheduling calls, updating agent settings, creating contacts, logging call outcomes, and firing workflow triggers based on call events.

10.2Third-Party Terms

Your use of GoHighLevel and other Third-Party Services is governed by the respective terms of service and privacy policies of those third parties. Truedy AI has no control over, and is not responsible for, the content, policies, availability, or practices of GoHighLevel or any other Third Party Service. You are solely responsible for reviewing and complying with the terms and policies of all Third-Party Services you use in connection with Truedy AI.

10.3API Credentials and OAuth Tokens

When you connect your GoHighLevel account to Truedy AI, you grant Truedy AI permission to access your GoHighLevel account using OAuth 2.0 authorization. Truedy AI will store and use the resulting access tokens solely to perform the integration functions you have authorized. You may revoke this authorization at any time through your GoHighLevel account settings.

10.4Data Flow Between Platforms

When the GHL Integration is active, certain data may flow between Truedy AI and GoHighLevel, including contact identifiers, phone numbers, call outcomes, workflow trigger payloads, and appointment data. You acknowledge and agree to this data flow and represent that you have all necessary rights and consents to share such data between the two platforms.

10.5No Endorsement

References to GoHighLevel, Ultravox, ElevenLabs, Telnyx, Stripe, or any other third-party product or service on the Truedy AI platform do not constitute an endorsement or recommendation of such products or services.

10.6Third-Party Service Disruptions

Truedy AI is not responsible for any disruption, degradation, or unavailability of Third-Party Services and will not be liable for any resulting impact on the availability or functionality of the Services.

11.1Voice AI Technology

Truedy AI’s voice agents are powered by AI language models and voice synthesis technologies, including Ultravox for conversational AI and ElevenLabs for voice synthesis. While Truedy AI strives for high-quality, accurate, and reliable AI-generated voice interactions, you acknowledge that:

• aAI-generated conversations may contain errors, omissions, or inaccuracies;
• bAI agents may not always respond as expected or as configured;
• ccall transcripts are machine-generated and may contain errors; and
• dsentiment analysis, call outcome classification, and summarization are probabilistic outputs and are not guaranteed to be accurate.

11.2Telephony Services

Outbound and inbound telephone calls are facilitated through telephony infrastructure provided by Telnyx, or through Customer-provided telephony credentials under a BYOC arrangement. Telephony services are subject to:

• athe terms and conditions of the applicable telephony provider;
• bregulatory requirements imposed by telecommunications authorities in applicable jurisdictions; and
• crate limitations, number availability, and geographic restrictions imposed by telephony providers and regulatory bodies.

11.3Phone Number Provisioning

Truedy AI may provision telephone numbers on behalf of Customers for use with the Services. Such numbers remain the property of the underlying telephony carrier and may be subject to carrier policies regarding use, reassignment, and reclamation. Truedy AI does not guarantee the availability of specific phone numbers or area codes.

11.4Call Recording Consent

If you enable call recording, you are solely responsible for:

• aobtaining all legally required consent from call participants before recording calls, including compliance with all-party consent requirements in jurisdictions where such requirements apply;
• bproviding required disclosures to call participants at the start of recorded calls; and
• ccomplying with all applicable laws and regulations governing call recording in all jurisdictions in which calls are recorded. Truedy AI is not responsible for your failure to obtain required consents or comply with call recording laws.

11.5Call Quality

Truedy AI does not guarantee specific call quality, connection rates, or AI response accuracy. Call quality may be affected by factors outside Truedy AI’s control, including telephony network conditions, the call recipient’s telephone equipment, and background noise.

12.1No Uptime Guarantee

Truedy AI provides the Services on a commercially reasonable efforts basis. Truedy AI does not guarantee any specific level of uptime, availability, or response time. The Services may be interrupted for scheduled maintenance, emergency maintenance, Third-Party Service outages, or events beyond Truedy AI’s reasonable control. Truedy AI will use reasonable efforts to notify Customers of planned maintenance in advance where practicable.

12.2No Service Credits

Truedy AI does not offer service credits, refunds, or other remedies for downtime or unavailability of the Services, except as may be required by applicable law or expressly agreed in a separate written agreement signed by Truedy AI.

12.3Beta Feature Exclusion

Beta and experimental features carry no availability commitments whatsoever.

13.1Customer Ownership of Content and Call Data

You retain all right, title, and interest in and to your Content and Call Data. Truedy AI does not claim ownership of any Customer Content or Call Data.

13.2License Grant to Truedy AI

By using the Services, you grant Truedy AI a non-exclusive, worldwide, royalty-free license to access, use, process, copy, transmit, store, and display your Content and Call Data solely to the extent necessary to:

• aprovide and maintain the Services;
• bperform functions you have authorized, including GHL Integration data flows;
• cgenerate aggregated, anonymized analytics used to improve the Services (provided no individual Customer data is identifiable in such analytics);
• dcomply with applicable legal obligations; and
• erespond to your support requests.

13.3No Use for AI Model Training

Truedy AI will not use your Content or Call Data — including call recordings, transcripts, or AI generated analytics — to train, fine-tune, or improve AI models offered to third parties without your express prior written opt-in consent. Truedy AI does not share your Content with third-party AI providers for their independent model training purposes.

13.4Aggregate and Anonymized Data

Truedy AI may compile aggregate, anonymized data derived from usage of the Services across its customer base for purposes of service improvement, product development, and industry benchmarking, provided that such data does not identify you or your contacts individually.

13.5Data Retention and Export

Truedy AI will retain Customer data for the duration of the Subscription and for a reasonable period thereafter in accordance with our Privacy Policy. You may export your data at any time during your active Subscription. Upon termination, Truedy AI will make Customer data available for export for 30 days following the termination date, after which the data may be permanently deleted.

14.1Truedy AI Intellectual Property

All right, title, and interest in and to the Services, Platform, Documentation, underlying technology, algorithms, models, software, visual design, trade dress, and all Intellectual Property Rights therein are and will remain the exclusive property of True Pay 4 Performance Inc. and its licensors. Nothing in these Terms constitutes a transfer of any Intellectual Property Rights from Truedy AI to you.

14.2License to Use the Services

Subject to your compliance with these Terms and payment of applicable fees, Truedy AI grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services during the Subscription term solely for your own internal business purposes.

14.3Prohibition on Competitive Use of Outputs

You may not use AI-generated voices, call transcripts, summaries, agent configurations, or any other output produced through the Services to train, improve, evaluate, or develop any artificial intelligence system or service that competes with Truedy AI, whether directly or through a third party.

14.4Marketing License from Customer

By using the Services, you grant Truedy AI a non-exclusive, royalty-free license to use your company name and logo in customer lists, case studies, and marketing materials. You may revoke this license at any time by submitting written notice to legal@truedy.ai with at least 30 days’ advance notice.

14.5Feedback

If you provide any suggestions, feedback, ideas, or recommendations to Truedy AI regarding the Services (“Feedback”), you grant Truedy AI a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback in any manner and for any purpose, without any obligation of confidentiality, attribution, or compensation to you.

14.6Restrictions

Except as expressly permitted by these Terms, you may not:

• acopy, modify, adapt, or create derivative works based on the Services;
• bdistribute, sublicense, resell, or otherwise transfer rights to the Services to any third party;
• cremove, alter, or obscure any proprietary notices or labels on the Services;
• duse the Truedy AI name, logo, or trademarks without prior written permission beyond the marketing license in Section 14.4; or
• euse the Services in any manner that infringes the Intellectual Property Rights of Truedy AI or any third party.

15.1Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical specifications, pricing, financial information, API keys, product roadmaps, and Customer data.

15.2Obligations

The Receiving Party agrees to:

• ahold the Disclosing Party’s Confidential Information in strict confidence;
• bnot disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
• cuse Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms; and
• dprotect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

15.3Exceptions

The obligations in Section 15.2 do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is received from a third party without restriction.

15.4Required Disclosures

A Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that it gives the Disclosing Party prompt written notice (to the extent permitted by law) and cooperates with the Disclosing Party’s efforts to seek a protective order or other appropriate relief.

16.1Mutual Representations

Each party represents and warrants that:

• ait has the legal authority to enter into these Terms;
• bthese Terms constitute a valid, binding, and enforceable obligation; and
• centering into these Terms does not violate any other agreement to which it is a party.

16.2Customer Representations

You represent and warrant that:

• aall information you provide to Truedy AI is accurate, complete, and not misleading;
• byou have obtained all required consents, approvals, and authorizations from call recipients and data subjects as required by applicable law, including prior express written consent where required under the TCPA;
• cyour use of the Services complies with all applicable laws and regulations, including without limitation the TCPA, GDPR, CCPA, and applicable do-not-call regulations;
• dyour Content does not infringe any third-party Intellectual Property Rights;
• eyou will not use the Services in a manner that violates the rights of any person; and
• fyou maintain, and will continue to maintain throughout the term, all licenses, permits, and authorizations required to conduct your business and to use the Services as intended.

17.1“As Is” Basis

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUEDY AI AND ITS LICENSORS, SUPPLIERS, AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• aIMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• bANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• cANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF CALL TRANSCRIPTS, SENTIMENT ANALYSIS, CALL OUTCOME CLASSIFICATIONS, AI AGENT RESPONSES, OR ANY OTHER AI-GENERATED OUTPUT;
• dANY WARRANTY THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; AND
• eANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

17.2AI-Generated Outputs

AI-generated outputs, including but not limited to call summaries, transcripts, sentiment scores, and agent responses, are probabilistic in nature and may not be accurate, complete, or appropriate for all purposes. You are solely responsible for reviewing, validating, and acting upon AI-generated outputs and should not rely on such outputs for high-stakes decisions without independent verification.

17.3Third-Party Services

Truedy AI makes no warranties regarding the availability, quality, accuracy, or fitness for purpose of any Third-Party Services, including GoHighLevel, Ultravox, ElevenLabs, or Telnyx.

18.1Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRUEDY AI, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY:

• aINDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;
• bLOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS;
• cCOSTS OF SUBSTITUTE GOODS OR SERVICES; OR
• dLOSSES ARISING FROM INTERRUPTION OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, EVEN IF TRUEDY AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

18.2Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUEDY AI’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE GREATER OF:

• aTHE TOTAL FEES PAID BY YOU TO TRUEDY AI IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
• bONE HUNDRED UNITED STATES DOLLARS (US $100.00).

18.3Carve-Outs from Liability Cap

Notwithstanding Section 18.2, the following liabilities are not subject to the cap set forth therein:

• ayour indemnification obligations under Section 19;
• bliability arising from your violation of Section 6 (Acceptable Use Policy), Section 7 (Telecommunications Compliance and TCPA), or Section 8 (AI Voice Disclosure Requirements);
• cliability arising from your infringement of Truedy AI’s Intellectual Property Rights; and
• dany other liability that cannot be limited or excluded under applicable law.

18.4Essential Basis

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION 18 REFLECT A REASONABLE ALLOCATION OF RISK AND THAT TRUEDY AI WOULD NOT ENTER INTO THESE TERMS WITHOUT SUCH LIMITATIONS. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

19.1Indemnification by Customer

You agree to indemnify, defend, and hold harmless Truedy AI, its affiliates, and their respective directors, officers, employees, agents, and successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or relating to:

• ayour use of the Services, including any calls placed or received using the Services;
• byour violation of these Terms;
• cyour violation of any applicable law or regulation, including the TCPA, the FTC’s Telemarketing Sales Rule, any state auto-dialer law, any call recording law, GDPR, CCPA, and applicable do-not-call regulations;
• dany claim brought by any person under the TCPA in connection with calls made through the Services under your Account;
• eyour failure to obtain required prior express written consent from call recipients;
• fyour failure to honor opt-out requests or to maintain required do-not-call compliance;
• gyour failure to provide required AI voice disclosures under Section 8;
• hyour Content or Call Data, or any claim that such Content infringes a third party’s Intellectual Property Rights or violates any right of privacy or publicity;
• iany claim that your use of the Services violated any person’s biometric privacy rights under applicable law; and
• jany dispute between you and a third party, including call recipients, customers, or regulators.

19.2Indemnification Procedure

Truedy AI will: (a) promptly notify you in writing of any claim subject to indemnification (provided that failure to give timely notice will not relieve you of your indemnification obligations except to the extent you are materially prejudiced); (b) grant you sole control over the defense and settlement of the claim, provided that you may not settle any claim that imposes liability or obligations on Truedy AI without Truedy AI’s prior written consent; and (c) cooperate reasonably with you at your expense. Truedy AI may, at its own expense, participate in the defense with counsel of its choosing.

20.1Term

These Terms commence on the date you first access the Services or create an Account, whichever is earlier, and continue until your Subscription is terminated.

20.2Termination by Customer

You may terminate your Subscription at any time by: (a) cancelling through your Account settings; or (b) providing written notice to Truedy AI at the contact information in Section 26. Termination will be effective at the end of the current billing period.

20.3Termination by Truedy AI for Cause

Truedy AI may terminate your Account and these Terms immediately upon written notice if:

• ayou materially breach these Terms and fail to cure such breach within 10 business days of receiving written notice of the breach;
• byou violate the Acceptable Use Policy, the Telecommunications Compliance section, or the AI Voice Disclosure Requirements in a manner that Truedy AI reasonably determines to be severe, including any illegal or fraudulent use of the Services;
• cyou become insolvent, make an assignment for the benefit of creditors, or are subject to bankruptcy, receivership, or similar proceedings; or
• dcontinued provision of Services to you would, in Truedy AI’s reasonable judgment, expose Truedy AI to legal liability, regulatory action, or reputational harm.

20.4Effect of Termination

Upon termination for any reason:

• aall rights and licenses granted to you under these Terms immediately terminate;
• byou must cease all use of the Services;
• cyou remain responsible for all accrued and unpaid fees up to the date of termination;
• dSections 2, 13.4, 14, 15, 16, 17, 18, 19, 20.4, 22, 23, and 25 will survive termination; and
• eTruedy AI will make your data available for export for 30 days following termination, after which it may be permanently deleted.

21.1Right to Suspend

Without limiting Truedy AI’s right to terminate, Truedy AI may suspend or restrict your access to the Services, in whole or in part, without notice if:

• aTruedy AI has reason to believe you are in violation of these Terms or applicable law, including any telecommunications compliance requirement;
• byour use of the Services poses a security risk to the Platform, other customers, or third parties;
• cyour account has unpaid, overdue fees;
• dTruedy AI is required to do so by law or a regulatory authority; or
• eTruedy AI determines that immediate suspension is necessary to protect the integrity, security, or availability of the Services.

21.2Notice of Suspension

Where reasonably practicable and legally permissible, Truedy AI will provide notice prior to or promptly following a suspension, with an explanation of the reason for suspension and the steps required to resolve it.

21.3Reinstatement

Truedy AI will reinstate suspended Services promptly after the cause of suspension has been remedied to Truedy AI’s reasonable satisfaction.

22.1Mandatory Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to attempt to resolve any dispute, controversy, or claim arising out of or related to these Terms or the Services through good-faith negotiation. Either party may initiate this process by providing written notice describing the dispute in reasonable detail. The parties will have 60 days from the date of such notice to negotiate in good faith. Neither party may initiate arbitration or court proceedings until this 60-day period has expired.

22.2Binding Arbitration

If informal resolution under Section 22.1 is unsuccessful, any remaining dispute, controversy, or claim arising out of or relating to these Terms will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in English in the state in which True Pay 4 Performance Inc. is registered, unless the parties agree otherwise. The number of arbitrators will be one for disputes below $500,000 and three for disputes at or above $500,000.

22.3Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate claims or preside over any form of class or representative proceeding.

22.4Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

22.5Mass Arbitration

If fifty (50) or more similarly situated claimants initiate arbitration demands with similar or related claims against Truedy AI within a 30-day period, the AAA may consolidate or batch such arbitrations into coordinated proceedings administered sequentially in randomized batches. No arbitrator is bound by the outcome of any other claimant’s proceeding.

22.6Exceptions to Arbitration

Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration. Either party may also bring a claim in small claims court where jurisdiction exists.

22.7Arbitration Costs

Each party will bear its own attorneys’ fees and costs in arbitration unless the arbitrator determines that a party’s claim was frivolous or made in bad faith.

23.1Governing Law

These Terms and any dispute arising out of or related to these Terms or the Services will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

23.2Jurisdiction

For matters not subject to arbitration under Section 22, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware, United States, and waive any objection to venue or personal jurisdiction in such courts.

24.1Right to Modify

Truedy AI reserves the right to modify these Terms at any time. Material changes will be communicated through one or more of the following: (a) email to the address associated with your Account; (b) a notice within the Platform; or (c) posting a revised version of the Terms on the Truedy AI website with an updated “Last Updated” date.

24.2Acceptance of Changes

Changes take effect 30 days after notice is provided, except for changes required by law, which will take effect immediately. Your continued use of the Services after the effective date of any change constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using the Services and cancel your Subscription before the effective date of the change.

24.3Right to Terminate During Notice Period

For changes that materially reduce your rights or increase your obligations, Truedy AI will provide at least 30 days’ notice. You will have the right to terminate your Subscription without penalty during this notice period.

25.1Entire Agreement

These Terms, together with the Privacy Policy and any additional policies or agreements referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and understandings.

25.2Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms will remain in full force and effect.

25.3Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms will operate as a waiver of such right, power, or remedy. No waiver of any breach of these Terms will be construed as a continuing waiver or a waiver of any subsequent breach.

25.4Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without Truedy AI’s prior written consent. Truedy AI may freely assign these Terms without notice in connection with a merger, acquisition, reorganization, sale of all or substantially all assets, or change of control. Any purported assignment in violation of this Section is void.

25.5Notices

All notices required or permitted under these Terms must be in writing and will be deemed delivered when: (a) delivered personally; (b) sent by a nationally recognized overnight courier;

• csent by email with confirmation of receipt; or (d) deposited in the U.S. mail with return receipt requested. Notices to Truedy AI must be sent to the address in Section 26. Notices to Customer will be sent to the email address on file with the Account.

25.6No Partnership or Agency

Nothing in these Terms will be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party is authorized to make any representation or commitment on behalf of the other.

25.7Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms to the extent caused by events beyond that party’s reasonable control, including natural disasters, acts of war or terrorism, riots, labor disputes, government actions, internet or telecommunications failures, cyberattacks on critical infrastructure, pandemics, or outages of Third-Party Services (including Telnyx, Ultravox, or ElevenLabs). The affected party will provide prompt written notice of the force majeure event and use reasonable efforts to resume performance as soon as practicable. Force majeure does not excuse payment obligations that accrued before the event.

25.8Headings

Section headings are for convenience only and will not affect the interpretation of these Terms.

25.9Language

These Terms are written in English. If a translated version of these Terms is provided, the English version will control in the event of any conflict.

25.10Electronic Signature

You agree that your electronic acceptance of these Terms (including by clicking “I agree,” completing registration, or otherwise using the Services) constitutes your legally binding signature and acceptance of these Terms.