Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you (“you,” “Customer”) and CallingScout, Inc. (“CallingScout,” “we,” “us”) and govern your access to and use of the CallingScout platform, dashboard, SDKs, APIs, and related services (together, the “Service”). By creating an account, clicking “I accept,” or using the Service, you agree to these Terms.

If you are entering into these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” refers to the entity.

A separately signed order form or master agreement, if one exists, controls over these Terms to the extent of any conflict.

You must be at least 18 years old, capable of forming a binding contract, and not barred from using the Service under the laws of the United States or any other applicable jurisdiction. You may not use the Service if you are located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive U.S. sanctions, or if you are on a U.S. government denied-party list.

You are responsible for activity under your account and for keeping credentials confidential. Notify us promptly at security@CallingScout.ai if you suspect your credentials have been compromised. You may not share an account, transfer it, or use someone else's account without permission.

CallingScout provides tools to build, run, and observe AI voice agents that can place and receive calls, hold conversations, and call into external systems. We grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during your subscription term, subject to these Terms. We reserve all rights not expressly granted.

The Service is a work in progress. We add and remove features, improve models, and change how things look. We will not, however, materially reduce the functionality of a feature you are paying for during your current term without offering a refund of the unused portion.

You will not, and will not permit anyone else to:

• use the Service to violate any law, regulation, or third-party right;
• impersonate any person or entity, including in the voice or identity an agent presents on a call;
• place political robocalls in jurisdictions where they are restricted or unlawful;
• place calls to numbers on a Do Not Call list without a lawful exemption;
• defraud, deceive, scam, or otherwise harm any person, including phishing, vishing, or social engineering;
• harass, threaten, or abuse any person;
• generate or distribute material that sexually exploits minors, incites violence, or promotes self-harm;
• reverse-engineer, decompile, or otherwise attempt to derive the source code of the Service, except to the extent the law expressly permits despite this restriction;
• scrape, crawl, or extract data from the Service except via the documented API;
• interfere with the security, performance, or integrity of the Service;
• resell, sublicense, or commercially exploit the Service except as permitted in writing.

We may suspend or terminate access for violations and report illegal activity to authorities.

You are the caller.When you place outbound calls or run inbound agents through the Service, you are responsible for complying with all laws that apply to those calls, including but not limited to: the U.S. Telephone Consumer Protection Act (TCPA), the FTC Telemarketing Sales Rule (TSR), the FCC's TRACED Act and rules, state two-party-consent laws (including California, Florida, Illinois, Maryland, Massachusetts, Montana, Nevada, New Hampshire, Pennsylvania, and Washington), state and federal Do Not Call registries, the EU ePrivacy Directive and national implementations, the UK Privacy and Electronic Communications Regulations, Canadian CASL, and the equivalent laws of any other jurisdiction where you or the called party are located.

That includes, where required:

• obtaining and documenting valid prior consent (express or express written, as the law requires) before placing calls;
• scrubbing against DNC registries and your internal do-not-call list;
• presenting accurate caller-ID and identifying the caller as required (for example, prompt identification on telemarketing calls);
• respecting call-time restrictions;
• recording-disclosure announcements in two-party-consent jurisdictions;
• honoring opt-out, “stop,” and do-not-call requests promptly and propagating them to your downstream systems.

The Service offers controls to help you comply (jurisdiction-aware recording disclosure, opt-out detection, DNC integrations). Use of these controls does not make us your compliance counsel and does not transfer responsibility to us.

Some jurisdictions require that callers be told they are speaking with an artificial-intelligence agent (for example, California Bus. & Prof. Code §§ 17940 to 17942 for certain solicitations and elections). Regardless of legal requirement, you agree that agents you deploy through the Service will, at minimum, disclose that the caller is speaking with an AI when the caller sincerely asks. You will not configure agents to deny being an AI when asked.

Your content stays yours. “Customer Content” means everything you upload, configure, or generate through the Service, including prompts, voices you have rights to, knowledge sources, call recordings, transcripts, and outputs of your agents. You retain all right, title, and interest in Customer Content.

You grant CallingScout a limited, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Content solely to provide and secure the Service for you, and to comply with law. We do not use Customer Content to train our models. We do not sell Customer Content.

CallingScout retains all right, title, and interest in the Service, including the platform, models, infrastructure, documentation, and trademarks. You receive no rights other than the license granted in Section 4.

If you give us feedback, suggestions, or ideas, we may use them without restriction or obligation. You won't owe us anything, and we won't owe you anything.

Fees are set out in your order form or, for self-serve plans, in the dashboard. Fees are exclusive of taxes, which you are responsible for, except for taxes on our net income. Payments are non-refundable except as expressly stated.

Usage-based fees are calculated per the meters described at signup (minutes, characters, calls). We may revise pricing on renewal with at least 30 days' notice. Overdue amounts may bear interest at the lower of 1% per month or the maximum rate the law permits.

Each party may receive information that is confidential to the other (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms, protect it with the same care it uses for its own (and no less than reasonable care), and not disclose it except to employees, contractors, and advisors with a need to know who are bound by confidentiality. Confidential Information does not include information that is or becomes public without breach, is independently developed, or is rightfully received from a third party without restriction.

See also the DPA.

We warrant that we will provide the Service with reasonable skill and care and substantially as described in the documentation. We will not knowingly introduce malicious code.

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALLINGSCOUT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AGENT OUTPUTS WILL BE ACCURATE OR APPROPRIATE FOR YOUR USE, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS.

By you.You will defend, indemnify, and hold harmless CallingScout, its affiliates, and their personnel from any third-party claim and resulting damages, settlements, costs, and reasonable attorneys' fees arising out of or related to (a) your use of the Service in violation of these Terms or any law, including the calling-compliance obligations in Section 6; (b) Customer Content; (c) your agents' interactions with end users; or (d) any allegation that, if true, would constitute a breach by you of these Terms.

By CallingScout. We will defend, indemnify, and hold harmless Customer against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes a valid U.S. patent, copyright, trademark, or trade secret, and pay damages and costs finally awarded or agreed in settlement. If the Service becomes, or in our reasonable opinion is likely to become, the subject of such a claim, we may (i) procure the right for you to continue using the Service, (ii) modify the Service so it is non-infringing, or (iii) terminate the affected portion and refund any prepaid, unused fees. We are not liable for claims arising from Customer Content, your modifications, your combination of the Service with anything not supplied by us, or your use in violation of these Terms.

The indemnified party will (a) promptly notify the indemnifying party in writing, (b) give sole control of the defense and settlement to the indemnifying party (provided no settlement admits liability of, or imposes obligations on, the indemnified party without consent), and (c) reasonably cooperate. This section states the indemnifying party's sole liability and the indemnified party's exclusive remedy for the matters covered.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO CALLINGSCOUT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

The foregoing limits do not apply to (a) Customer's payment obligations, (b) Customer's breach of Section 5 (Acceptable use) or Section 6(Calling compliance), (c) either party's indemnification obligations, or (d) liability that cannot be limited by law (such as for gross negligence, willful misconduct, fraud, or personal injury caused by negligence, in jurisdictions where such limits are prohibited).

These Terms remain in effect while you have an account or are using the Service. Either party may terminate for material breach if the breach is not cured within 30 days after written notice. We may suspend or terminate immediately for (a) a security risk, (b) suspected fraud or abuse, (c) a violation of Section 5 or Section 6, or (d) law-enforcement or governmental request.

On termination, your right to use the Service ends. Customer Content is handled per the retention and DPA rules. The following sections survive: 8 (IP), 9 (Feedback), 10 (Fees, for amounts accrued), 11, 12, 13, 14, 17, and 18.

We may revise these Terms. Material changes will be announced by email or in-product notice at least 30 days before they take effect. Non-material changes (clarifications, typos, references) take effect when posted. Continued use after the effective date means you accept the change. If you do not accept, your remedy is to stop using the Service.

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The federal and state courts located in Wilmington, Delaware have exclusive jurisdiction over disputes, and each party consents to personal jurisdiction and venue there. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

You and CallingScout each waive any right to a jury trial in any proceeding arising out of these Terms.

Entire agreement. These Terms, together with any order form, the DPA, and the Privacy Policy, constitute the entire agreement between you and CallingScout on this subject and supersede any prior agreements.

Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, financing, or sale of substantially all our assets.

Notices. Notices to CallingScout: legal@CallingScout.ai. Notices to Customer: the email address on file.

No waiver; severability.A waiver is only effective if in writing. If a provision is unenforceable, the rest of these Terms remain in effect, and the unenforceable provision will be revised to come as close as possible to the parties' original intent.

Force majeure. Neither party is liable for failure or delay caused by events beyond reasonable control (acts of nature, war, terrorism, civil unrest, labor disputes, government action, network or power outages affecting third-party infrastructure).

Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

Export. You agree to comply with applicable U.S. and non-U.S. export-control and sanctions laws.

Government users.The Service is “commercial computer software” under FAR 12.212 and DFARS 227.7202. U.S. government users acquire only the rights set out in these Terms.