Terms of Service

This version applies to a customer from the date an owner or administrator expressly accepts it. Until then, the version the customer last accepted continues to apply. It does not retroactively replace an earlier accepted version.

Key changes in this version

This summary is for convenience. The full Terms below are what apply. The first point is new in this version; the rest are unchanged key terms.

• Plain language. We rewrote the Terms, the Data Processing Addendum and the Acceptable Use Policy in plainer English. They now say "you" and "we", and "including" means including without limitation. The rules, prices, liability caps and time limits are unchanged (Section 1).
• Aggregate Data and your content. We create Aggregate Data only from usage and performance metadata, never from your messages, calls or emails, and never from data received through Google, Microsoft, Notion or Atlassian. We do not use, or allow our sub-processors to use, your data for their own benefit beyond providing the Services (Section 5.5 and Data Processing Addendum Section 5.5).
• Sub-processors and deletion. We give 30 days' notice of new sub-processors. In an emergency we may replace one sooner to keep the Services secure or available, and your right to object stays. We delete your data from our systems within 30 days of the deletion date, and our sub-processors delete it on their own schedules (Section 10.4 and Data Processing Addendum Sections 8.3 and 13.2).
• Decisions about people. You may not use the AI features to make, or be a substantial factor in making, a decision with legal or similarly significant effects on a person, such as hiring, credit, housing, insurance, education or healthcare access. This also covers new US state rules on automated decision-making (Section 6.2(g) and Acceptable Use Policy Sections 4.1 and 4.2).
• Voice, WhatsApp and political calls. You may not use the Services to create voiceprints or to identify people by their voice, and we do not offer speaker identification. AI-generated voice may not be used for political, election or fundraising calls. WhatsApp agents must serve your own business and not act as a general-purpose assistant (Acceptable Use Policy Sections 4.6, 4.7, 5.4 and 5.5).
• Opt-outs. You must honour opt-outs made by any reasonable means and must not disable our automatic opt-out keyword handling. New FCC rules on revoking consent apply from 25 November 2026 (Sections 6.5 and 6.10).
• Clearer promises. Our security warranty is to maintain the measures in Annex II of the Data Processing Addendum. Failures of a sub-processor we are responsible for are not force majeure. We tell you of a personal data breach without undue delay and, where feasible, within 48 hours. The Acceptable Use Policy no longer lets us hold back refunds the Terms promise (Sections 5.9, 11.1 and 16 and Acceptable Use Policy Section 11.1).
• Your AI agents act for you. Bookings, prices, promises and other actions your AI agents take are your own acts towards your customers. Systems you connect, such as booking or CRM tools, are your responsibility (Sections 5.4 and 10.7).
• Outbound calling. If we enable outbound calling for you, you call only people whose consent covers the call, you screen do-not-call lists yourself, and our review of your consent sources is not approval of them (Section 6.15).
• Time limit for claims. Claims under these Terms must be started within 12 months of when the claimant knew or should have known of them, with the exceptions in Section 12.7.
• Business use only. Masheev is only for businesses, including sole traders acting for their business (Section 1.1).
• You are the sender and caller. You are responsible for every message and call made through your account, including by AI agents, automations and integrations, and for consent, opt-outs, do-not-call checks and registrations. You keep consent records for five years (Section 6).
• Your indemnity. You cover our losses, without a cap, from claims, investigations, fines and carrier charges caused by your communications, your data, your AI agents or your breach of these Terms. Fines caused by our own breach are excluded (Sections 12.4 and 13.1).
• Our liability. Our general cap is the greater of the fees paid and payable in the previous 12 months and US$1,000. A separate, higher cap applies to data protection and security claims (Sections 12.1 and 12.1A).
• Availability. 99.9% availability is a target, not a guarantee. Service credits apply only under a signed Order Form (Section 11.4).
• Regulated data and sensitive uses. We do not sign HIPAA Business Associate Agreements. Do not use Masheev for protected health information, card numbers, professional advice, decisions about people, therapy or the other uses listed in the Acceptable Use Policy (Section 6.2 and Acceptable Use Policy Sections 4 and 7).
• Emergencies and phone numbers. The Services cannot reach emergency services. New terms explain how phone numbers are assigned, registered, ported and released (Sections 6.12 and 6.13).
• Prepaid credit. Top-Ups can only be used for Masheev services, cannot be transferred or cashed out, and do not expire while your account is open. Automatic top-up charges your saved card only within the limits you set (Section 7.3).
• Disputes. English law applies and the courts of England and Wales decide disputes. We may also bring a claim in your local courts (Sections 14 and 17).
• Changes and refunds. If you reject a change to these Terms, you can end your subscription before it applies to you and we will refund the unused part of your prepaid subscription and any unused prepaid balance (Section 19.4).

Please read in particular: Section 1.1 (business use only), Section 5.4 (AI outputs and Agent Actions), Section 6 (you are the sender and caller of your communications, including Section 6.15 on outbound calling), Section 11.4 (no service credits without an Order Form), Section 12 (limits on our liability; your liability is not capped for the matters in Section 12.4), Section 13 (your indemnity, including for fines and carrier charges), and Section 12.7 (time limit for claims) and Section 14 (courts of England and Wales).

1. Acceptance of Terms

By accessing or using the services of DA592 LTD, trading as Masheev (a company registered in England and Wales, company number 17101865, registered office Flat 32, 154 Loudoun Road, London, England, NW8 0DJ) ("Company"), you ("Customer") agree to be bound by these Terms of Service ("Terms" or "Agreement"). The services include our website at masheev.com, our platform at app.masheev.com, our API at api.masheev.com, and any related software, tools, features, or functionalities (together with our other services, the "Services").

In these Terms, "we", "us" and "our" mean the Company, and "you" and "your" mean the Customer. "AUP" means our Acceptable Use Policy, and "DPA" means our Data Processing Addendum. "Including" means including without limitation.

If you use the Services on behalf of an organization, you represent and warrant that you have authority to bind it to these Terms. In that case, "Customer" and "you" mean that organization.

You must be at least 18 years old to use the Services. By using the Services, you represent that you are.

1.1 Business Customers Only

The Services are provided only to businesses. By accepting these Terms, you confirm that you are a company, partnership, sole trader, charity, public body or other organization. You also confirm that you enter into this Agreement for purposes relating to your trade, business, craft or profession. Individuals acting wholly or mainly for personal, family or household purposes must not use the Services. If you are a sole trader, you accept these Terms in the course of your business. We may ask for reasonable evidence of business status. We may refuse or close an account that does not meet this Section 1.1. If we do, we will refund any prepaid fees and unused Top-Up balance.

We offer the Services to businesses established in the United Kingdom and the United States. We may agree in writing to provide the Services to a business established elsewhere.

If a mandatory law treats you as a consumer despite this, nothing in these Terms removes the rights that law gives you.

If you do not agree to these Terms, you may not access or use the Services.

2. Definitions

These terms have the following meanings in this Agreement:

3. Service Description

masheev is an AI-powered omnichannel customer support platform. The Services let you manage customer communications across many channels, including:

• Voice: AI-powered phone call handling, with text-to-speech and speech-to-text
• Chat: Real-time web chat and messaging
• Email: Email management and response
• SMS: Text messaging communications
• WhatsApp: WhatsApp Business messaging
• Instagram: Instagram direct messaging

The Services include AI agent capabilities that generate automated responses, summaries, and other outputs based on Customer Data and configured instructions. The Services also support integrations with third-party platforms and tools as described in the Documentation.

Features, capabilities, and channel availability may vary by subscription plan and may be updated from time to time.

3.1 Service Modifications

We may modify, update, improve, or change the Services at any time, including adding, altering, or removing features, channels, integrations, or capabilities. We will use commercially reasonable efforts to give at least 30 days' prior notice of material changes that reduce the core functionality of your current subscription plan. Section 3.2 applies instead if a documented feature is removed. We may deploy minor updates, bug fixes, security patches, and improvements without prior notice.

Changes to the Services may include:

• Adding, modifying, or removing communication channels (for example, adding new messaging platforms or discontinuing support for a channel)
• Changing, upgrading, or replacing underlying AI models, providers, or third-party technology components
• Modifying API endpoints, SDK interfaces, webhook formats, or integration protocols (with reasonable deprecation notice for breaking changes)
• Adjusting default rate limits, storage limits, user seat limits, or usage thresholds
• Changing the user interface, workflows, or administrative controls

3.2 Feature Deprecation

If we deprecate or permanently remove a material feature that is a documented component of your current subscription plan, we will:

• Give at least 60 days' prior written notice before the feature is removed;
• Make reasonable efforts to provide a replacement or alternative functionality; and
• Allow you to end the affected subscription without penalty if no reasonable alternative is available, with a pro-rata refund of any prepaid fees for the rest of the then-current Subscription Term

This Section 3.2 does not apply to features that are deprecated because of third-party platform changes, regulatory requirements, or security concerns. In those cases, we will give as much notice as is reasonably practicable.

3.3 AI Provider and Model Changes

We may change, replace, or update the underlying AI models, AI providers, or machine learning systems that power the Services at any time. We will use commercially reasonable efforts to maintain or improve the quality and capability of AI features when we do. Changes to AI providers or models are not a material reduction in the Services, as long as the overall functionality and quality of the AI features are substantially maintained.

3.4 Beta and Preview Features

We may offer features, tools, or capabilities labelled "beta," "preview," "early access," "experimental," or similar ("Beta Features"). Beta Features are provided "as is" and "as available", without any warranty, service level commitment, or support obligation. We may modify, suspend, or discontinue any Beta Feature at any time, with or without notice, and without liability. You use Beta Features at your own risk and must not rely on them for production or business-critical operations.

3.5 Maintenance and Downtime

We may perform scheduled and emergency maintenance on the Services. We will use commercially reasonable efforts to:

• Give at least 48 hours' advance notice of scheduled maintenance that is expected to cause service disruption
• Schedule routine maintenance during off-peak hours when practicable
• Minimize the duration and impact of any planned downtime

We may perform emergency maintenance that is necessary to protect the security, integrity, or availability of the Services without prior notice. We are not liable for any downtime, service interruption, or degraded performance resulting from maintenance activities.

3.6 Service Discontinuation

If we decide to permanently discontinue the Services in their entirety, we will:

• Give at least 90 days' prior written notice to all active customers;
• Allow you to export Customer Data during the notice period in a structured, commonly used, machine-readable format (JSON), as described in Section 13 of the DPA;
• Refund any prepaid subscription fees, on a pro-rata basis for the unused part of the then-current Subscription Term, and any unused Top-Up balance; and
• Use commercially reasonable efforts to help you move to an alternative provider

4. Account Registration and Security

4.1 Account Creation

To use the Services, you must create an account and give accurate, complete, and current information. You must update it promptly to keep it accurate and complete.

4.2 Account Security

You are solely responsible for keeping your account credentials, including passwords, API keys, and access tokens, confidential and secure. You are responsible for all activity under your account, whether or not you authorized it.

4.3 Account Restrictions

Each individual may hold only one user login, which may be a member of more than one organization. You may not share account credentials with third parties. You must tell us immediately at security@masheev.com if you become aware of any unauthorized access to or use of your account.

4.4 Account Suspension

We may suspend or terminate your account at any time if we reasonably believe that:

• you have violated these Terms;
• your account has been compromised; or
• suspension is necessary to protect the security or integrity of the Services

5. Customer Data and AI Processing

5.1 Customer Data Ownership

You keep all right, title, and interest in Customer Data. We do not claim any ownership of Customer Data.

Two kinds of content are deemed Customer Data under this Agreement. The first is any data, content, or information that you or your Users submit to the Services ("AI Inputs"). The second is any content generated by the AI features of the Services, including responses, summaries, classifications, and recommendations ("AI Outputs"). You retain all rights in AI Inputs and AI Outputs, subject to the disclaimers in Section 5.4.

You acknowledge that other customers may independently submit similar or identical inputs to the AI features and receive similar or identical outputs ("Third-Party Results"). You have no right, title, or interest in any Third-Party Results. The existence of Third-Party Results does not reduce your rights in your own AI Outputs.

5.2 Data Processing Roles

For the purposes of applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the EU General Data Protection Regulation (EU GDPR):

• You are the Data Controller of Customer Data and are solely responsible for determining the purposes and means of processing.
• We are the Data Processor. We process Customer Data solely on your documented instructions and in accordance with our DPA.

5.3 Customer Responsibilities for Data

You are solely responsible for:

• The lawfulness of all Customer Data uploaded to or processed by the Services, including having obtained all necessary consents, authorizations, and legal bases for processing
• Making sure Customer Data does not violate any applicable law, regulation, or third-party right
• The accuracy, quality, and integrity of Customer Data
• Giving End-Users appropriate privacy notices about the processing of their data through the Services

5.4 AI-Generated Outputs: Disclaimer

The Services include AI-powered features that generate automated outputs. These are AI Outputs, as defined in Section 5.1. You acknowledge and agree that:

(a) Artificial intelligence systems generate AI Outputs automatically. AI Outputs are not guaranteed to be accurate, complete, current, reliable, or fit for any particular purpose.

(b) You are solely responsible for reviewing, validating, and verifying all AI Outputs before relying on them or making them available to End-Users or any third party.

(c) Subject to Section 12, we are not liable for the content of AI Outputs or for actions taken or decisions made based on them, except to the extent caused by our breach of these Terms or the DPA.

(d) You are solely responsible for making sure your use of AI features complies with all applicable laws and regulations, including the EU AI Act, UK data protection laws, and any industry-specific regulations.

(e) The Services are designed to tell End-Users that they are interacting with an AI system. For example, they give an AI identity statement at the start of AI voice calls and AI disclosures on supported messaging channels, as described in the Documentation. You must not disable, obscure, contradict, or instruct an AI Agent to deny these disclosures, and must not configure an AI Agent to claim to be human. You remain responsible for any additional disclosure, notice, or consent that applies to your own use, channels, or recipients. This includes the obligations of a deployer under Article 50 of the EU AI Act and under applicable US state AI-disclosure laws.

(f) For real-time voice AI features, AI Outputs are delivered directly to End-Users in real time and cannot be reviewed or validated before delivery. You accept this and assume all risk associated with real-time AI-generated voice responses.

(g) AI Outputs are not a substitute for the services of properly trained and licensed professionals, including legal counsel, medical practitioners, mental health professionals, financial advisers, or other professionals subject to licensing requirements. You must not configure or use an AI Agent to give individual legal, medical, mental health, financial, tax, or similar professional advice, to diagnose or assess symptoms, or to present itself as a licensed professional. An AI Agent may share your own published, general information. It must refer anything further to a qualified person.

(h) You may build your own interface with the Services (for example through the SDK, API, or MCP server) instead of using our widget. If you do, you must show the AI disclosure returned by the Services to each End-User clearly, before or together with the first AI message. You must also keep it visible or easy to find for the rest of the conversation.

(i) Agent Actions are your acts. You decide which actions each AI Agent may take and set any limits on what it may commit to. As between the parties, every Agent Action, and every statement an AI Agent makes to an End-User about prices, availability, policies, or commitments, is made by you. You are responsible for it towards End-Users and third parties. We are not a party to any transaction or arrangement between you and an End-User. If an AI Agent takes or confirms an action in error, you decide how to put it right with the End-User. Subject to Section 12, we are not liable for an Agent Action except to the extent it is caused by our breach of these Terms or the DPA.

(j) End-User inputs. End-Users may try to make an AI Agent say or do things you did not intend, for example through prompt injection, abuse, or false statements. AI Outputs and Agent Actions that result are Customer Communications and your acts under paragraph (i). You are responsible for limiting the tools, data, and authority you give each AI Agent to what that AI Agent needs. Our protections against these inputs are safeguards under Section 6.10.

(k) Drafts become your instructions. The Services may suggest or generate content for you to use. This includes AI Agent instructions drafted by the agent builder, suggested replies, templates, outbound campaign variants, and the opening and opt-out notices the Services insert into calls. These are AI Outputs and tools. You review them before use. When you save, publish, activate, or launch them, they become your own instructions and content. You must not remove the notices the Services insert. You confirm that the business name, contact details, and purpose they state are accurate for each use.

5.5 No Training on Customer Data

We do not use Customer Data to train or fine-tune our own AI models. We do not provide Customer Data to third parties to train their models. We use Customer Data processed by AI features to provide the Services to you. Some features let you save answers, corrections or other content to your own knowledge base or AI Agent settings. Those features use that content only within your account. That is not model training.

Third-party AI providers process Customer Data only as needed to deliver the requested feature. Their retention is governed by the applicable provider terms, DPA, product, and Masheev configuration. Where provider contracts or settings offer that control, we do not authorize providers to use Customer Data for model training. We do not promise universal zero retention across every provider and feature.

We may create and use aggregated, anonymised, and de-identified statistics that cannot reasonably be used to identify you, any User, or any individual ("Aggregate Data"). We may use Aggregate Data to improve the Services, develop new features, benchmark, and generate industry insights. Aggregate Data is derived only from usage and performance metadata, such as counts, durations, and error rates. It is never derived from the content of messages, calls, recordings, transcripts, or emails, and never from data received through Google, Microsoft, Notion, or Atlassian services. We will apply industry-standard anonymization and de-identification techniques before that aggregation. Aggregate Data is not Customer Data and you retain no rights in it.

Except for creating Aggregate Data in this way, we do not use Customer Data for our own benefit, and we do not authorise our sub-processors to do so, beyond providing, securing, and supporting the Services for you and complying with law.

5.6 AI Act and AI Legislation Compliance

We are the provider of the AI system made available through the Services. Its intended purpose is to answer and route customer-service, booking, and general business enquiries for your business, under your configuration, with a path to your staff. It is not intended for any use listed in Section 4.2 of the AUP.

Where Article 50 of the EU AI Act applies, we design the Services so that people are told they are interacting with an AI system no later than their first interaction, as described in the Documentation. We also design them so that AI-generated audio and text are marked as AI-generated in the ways that are technically feasible for each channel. We keep documentation of these measures and will give a summary on written request.

You are the deployer of the AI system for your own business. You remain responsible for the obligations that apply to deployers and to your own use. These include:

• keeping the disclosures described in Section 5.4(e) in place;
• labelling any deep fake content as required by Article 50(4);
• supporting the AI literacy of your staff; and
• not using the Services for any purpose listed in Section 4.2 of the AUP

If you use the Services for a different purpose, you may become the provider of a high-risk AI system under Article 25 of the EU AI Act, and you are responsible for the consequences.

5.7 Third-Party AI Provider Terms

You acknowledge that the AI features of the Services rely on third-party AI providers, including large language model providers and voice AI providers. You agree to comply with the usage policies and disclosure requirements of the AI providers listed in Section 5.4 of the AUP, as those providers update them from time to time. For voice AI features, this includes the ElevenLabs Prohibited Use Policy (elevenlabs.io/use-policy). That policy requires callers to be told that they are speaking with AI, and that calls are recorded and may be shared with ElevenLabs and its AI model providers. You permit third-party AI providers to process AI Inputs solely to generate AI Outputs, comply with applicable law, and enforce their respective policies.

5.8 Voice AI Fair Use and Call Recording

(a) Fair Use Limits. Voice AI features are subject to fair use limits. These may include maximum concurrent calls, maximum average call duration, and aggregate monthly minutes. Current fair use limits are published in the Documentation or your subscription plan details. If your usage consistently exceeds fair use limits, we may apply overage charges, throttle concurrent calls, or require you to upgrade to a higher-tier plan.

(b) Call Recording, Transcription, and Consent. Calls handled by the Services are transcribed, and audio may be recorded where you enable recording. Our voice and AI service providers listed on the Sub-processors page process call audio and transcripts. At the start of each call the Services play a default notice, described in the Documentation, that the caller is speaking with an AI assistant and that the call is transcribed or recorded. You must not remove, shorten, or delay that notice. The default notice does not relieve you of your own obligations. You are solely responsible for obtaining all consents and giving all notices that applicable law requires from every party to the call. This includes two-party or all-party consent requirements (including California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Montana, Nevada, New Hampshire, Pennsylvania, and Washington in the United States, and equivalent requirements in other countries).

Where calls are transferred to your staff or other persons, you must tell those persons that calls may be recorded, transcribed, and monitored, as required by applicable law. In the UK, this includes the Investigatory Powers (Interception by Businesses etc. for Monitoring and Record-keeping Purposes) Regulations 2018. We are not responsible for your failure to obtain required recording consents or give required notices.

(c) FCC Classification. You acknowledge that the U.S. Federal Communications Commission has classified AI-generated voices as "artificial or prerecorded voices" under the Telephone Consumer Protection Act (47 U.S.C. § 227). You are solely responsible for obtaining all of the following, as further described in Section 6:

• prior express written consent before using AI voice or automated text features for telemarketing or promotional calls or texts;
• prior express consent for informational calls and texts; and
• any other consent required by Communications Laws

5.9 Data Breach Notification

If we become aware of a Personal Data Breach affecting Customer Data, we will notify you without undue delay and, where feasible, within 48 hours of becoming aware of the breach, as set out in Section 10 of the DPA. The notification will include, to the extent available:

• (a) a description of the nature of the breach;
• (b) the categories and approximate number of records affected;
• (c) the likely consequences of the breach; and
• (d) the measures taken or proposed to address the breach and mitigate its effects

6. Acceptable Use Policy

This section summarizes the key restrictions. The full policy is our AUP, which is incorporated into these Terms by reference.

6.1 Permitted Use

You may use the Services solely for lawful business purposes in accordance with these Terms and the Documentation.

6.2 Prohibited Conduct

You must not, and must ensure that your Users do not:

(a) Illegal or Harmful Activity

• Use the Services for any purpose that violates applicable law or regulation
• Transmit, store, or process any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
• Engage in or facilitate fraud, phishing, social engineering, or identity theft

(b) Security Violations

• Attempt to gain unauthorized access to the Services, other accounts, or any systems or networks connected to the Services
• Circumvent, disable, or otherwise interfere with any security features of the Services
• Introduce malware, viruses, trojan horses, worms, or other malicious or harmful code
• Conduct vulnerability scanning, penetration testing, or load testing without our prior written consent

(c) Service Abuse

• Use the Services in a manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use
• Use automated means (bots, scrapers, crawlers) to access or collect data from the Services except through our published APIs
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services

(d) Spam and Unsolicited Communications

• Use the Services to send unsolicited bulk communications (spam) in violation of applicable anti-spam laws, including CAN-SPAM, TCPA, PECR, and similar regulations
• Use the Services to send communications to individuals who have opted out of receiving such communications

(e) Regulated Data and Sensitive Uses

• Use the Services in breach of Section 7 (Regulated Data and Sensitive Uses) of the AUP, including to create, receive, maintain, or transmit protected health information under HIPAA. We do not sign Business Associate Agreements, and the Services must not be used by or for a HIPAA covered entity or business associate to handle protected health information
• Collect, store, or transmit payment card numbers, card security codes, or other cardholder data through any conversation, call, recording, transcript, message, or upload
• Use the Services in a regulated profession or sector, including health care, legal services, financial services, insurance, real estate, and funeral services, without configuring every AI Agent to stay within the limits in Section 7 of the AUP and the rules of that profession or sector

(f) Unauthorized Commercial Use

• Resell, sublicense, or redistribute the Services without our prior written authorization
• Use the Services to build a competing product or service

(g) AI-Specific Restrictions

• Use AI features to make, or to be a substantial factor in making, a decision that produces legal effects or similarly significant effects concerning an individual. This includes a consequential decision under a US state law on automated decision-making technology (for example, Colorado SB 26-189 or the California Consumer Privacy Act regulations). Section 4.2 of the AUP lists examples
• Use the Services to create voiceprints or to identify or verify a person by their voice (see Section 4.6 of the AUP)
• Use AI features for any purpose listed in Section 4.2 of the AUP
• Modify the intended purpose of AI features to render them high-risk or prohibited under applicable AI legislation
• Use AI features in breach of Section 5.4(g), or for therapy, companionship, or the other uses restricted by Section 4.8 of the AUP
• Attempt to bypass or circumvent AI rate limits, usage restrictions, or safety guardrails implemented by us or our AI providers

6.3 Enforcement

We may investigate and take any action we deem appropriate in response to violations of this section. This includes suspending or terminating your account, removing offending content, and reporting to law enforcement authorities.

6.4 Communications Laws Compliance

(a) You are the sender and caller. As between you and us, you are the sender, caller, and initiator of every Customer Communication, and the party that makes, initiates, or causes it to be made. This applies whether a User sends the Communication directly or an AI Agent, automation, workflow, integration, API call, SDK, MCP client, schedule, or trigger sends, places, or answers it on your behalf. Every Customer Communication is made on your behalf and for your benefit.

(b) Our role. We provide communications technology and act on your instructions. You, and not we, decide:

• whether to use each channel;
• who is contacted;
• what is said, including through the instructions, knowledge, tools, and guardrails you give an AI Agent;
• when and how often contact happens; and
• the consent or other legal basis relied on

We do not choose recipients, supply contact lists, or write your message content. Default features, settings, and templates we provide are tools that you decide whether and how to use. Drafts, suggestions, and notices described in Section 5.4(k) do not change this.

(c) AI Agent outputs are Customer Communications. Communications generated by an AI Agent are Customer Communications made by you. You are responsible for supervising, configuring, testing, and reviewing your AI Agents and their outputs. This includes real-time voice outputs that cannot be reviewed before delivery.

(d) Responsibility. You are solely responsible for making sure that every Customer Communication complies with Communications Laws, Provider Policies, and the AUP.

6.5 Customer Representations, Warranties, and Covenants

You represent, warrant, and covenant, for each Customer Communication, that:

(a) Consent and lawful basis. Before the Communication is made, you have a lawful basis and every consent required by Communications Laws and Provider Policies. This includes prior express written consent where required (for example, for telemarketing calls or texts that use an artificial or prerecorded voice, which includes AI-generated voice, or an automatic telephone dialing system). It also includes any consent required for the use of AI-generated voice, automated messages, or call recording and transcription;

(b) Opt-outs. You will honor every opt-out, unsubscribe, or revocation of consent made by any reasonable means on any channel, within the time required by law. You will apply it to other channels and message types to the extent required by law or by the scope of the request. You will not disable, override, or work around the opt-out handling built into the Services, which treats the words stop, quit, end, revoke, opt out, cancel, and unsubscribe as opt-out requests;

(c) Do-not-call screening. Before making telemarketing or marketing Communications, you will screen recipients against every applicable do-not-call or preference list. These include the US National Do Not Call Registry, state do-not-call lists, your internal do-not-call list, the UK Telephone Preference Service (TPS) and Corporate Telephone Preference Service (CTPS), and, where relevant, the FCC Reassigned Numbers Database;

(d) Timing and frequency. You will comply with all calling and texting time-of-day, day-of-week, and frequency restrictions, applied by reference to the recipient's local time;

(e) Disclosures. You will give every disclosure required by Communications Laws that the Services do not give by default. This includes the identity of your business, AI-interaction disclosures, recording and transcription notices, and opt-out instructions;

(f) Registration information. All information you provide for registration with carriers and platforms is accurate, complete, and current. This includes A2P 10DLC brand and campaign registration, toll-free verification, WhatsApp Business Account and message template review, and phone-number regulatory bundles. You will send only traffic that matches your registered use cases. You will promptly update your registration information when it changes;

(g) Numbers and identity. You have the right to use every phone number, sender ID, email domain, and messaging account you use with the Services. You will not spoof or misrepresent caller ID or sender information;

(h) Restricted uses. You will not use the Services for any restricted or prohibited messaging or calling use listed in Section 5.5 of the AUP, or any use listed in Section 7.7 of the AUP, without our prior written approval;

(i) Users and agents. You will ensure that your Users and anyone else acting on your behalf comply with this Section 6; and

(j) Sector information and rules. The information you give us about your business is accurate and kept current. This includes whether you are a HIPAA covered entity or business associate, a financial institution, or in another sector listed in Section 7 of the AUP. You are solely responsible for the laws, professional rules, and regulator guidance that apply to your sector and to your Customer Communications.

6.6 Consent Records, Audit, and Cooperation

You will keep complete and accurate records of each consent (including the date, time, source, method, the disclosure language shown, and the phone number, email address, or other identifier concerned), each opt-out or revocation, and each do-not-call check. You will keep them for at least 5 years after the last Communication with the person concerned, or longer if required by law. You will give those records to us within 5 business days of a request, or sooner where a regulator, court, carrier, or provider deadline requires. If you do not provide records within that time, we may treat the relevant Communications as made without the required consent for the purposes of Sections 6.8 and 13.1, until you provide them.

Consent, opt-out, and suppression data stored in the Services is a tool to help you operate. It does not replace your own records. We do not keep consent records on your behalf beyond the data you choose to store in the Services.

On reasonable notice, we may review your records and practices to verify compliance with this Section 6. We may do so where we reasonably suspect non-compliance, or receive a complaint, provider notice, or regulatory inquiry about Customer Communications. You will cooperate promptly and in good faith with us, our providers, and any regulator in connection with any complaint, investigation, subpoena, or claim about Customer Communications.

6.7 Provider Policies

You will comply with all Provider Policies, which form part of this Agreement as it applies to the relevant channel. Where a provider requires us to bind our customers to particular terms, those terms apply to you as if they were set out in this Agreement. A breach of a Provider Policy is a breach of this Agreement.

6.8 Suspension and Other Remedies

We may immediately, without prior notice and without liability, suspend, restrict, or block any channel, phone number, sender, AI Agent, automation, workflow, or Communication, or the account in whole or in part, if:

• we reasonably suspect a breach of this Section 6, the AUP, or a Provider Policy;
• we or a provider receive a complaint, carrier notice, filtering or blocking report, audit request, or traceback request relating to Customer Communications;
• a regulator, law enforcement authority, or court makes an inquiry, request, or order relating to Customer Communications; or
• a carrier or provider suspends, restricts, or requires us to restrict the relevant service.

Where lawful and practical, we will tell you the reason and restore the affected service once the issue is resolved to our reasonable satisfaction. Subscription fees remain payable during a suspension caused by you. Section 11.3 of the AUP applies to suspensions under this Section. Notice and cure periods elsewhere in these Terms, including in Section 15.4, do not apply to a suspension or restriction under this Section.

6.9 Provider Fees, Fines, and Pass-Through Costs

You will pay or reimburse us, on demand, for any of the following that a carrier, provider, or industry body charges us because of Customer Communications, your registration information, or your breach of this Section 6:

• a fine, penalty, surcharge, or non-compliance fee;
• a registration or vetting fee;
• a chargeback; or
• any similar amount

We may deduct these amounts from your prepaid balance or invoice them. These amounts reimburse charges we actually incur and are payable as a debt. They are not a penalty for breach.

6.10 The Company's Default Safeguards

The Services may include safeguards, such as:

• opt-out keyword handling (for example, treating STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, QUIT, REVOKE, OPT OUT, and OPTOUT as opt-out requests and answering HELP);
• suppression lists;
• AI-identity disclosures;
• call notices;
• sending limits;
• restrictions on transfer numbers; and
• restrictions on proactive messaging

They also include instructions that AI Agents do not diagnose or give medical, legal, or financial advice, and that they tell people who describe an emergency to contact emergency services.

These safeguards are provided to help you, may change, and are not legal advice. They are a safety floor, not a guarantee, and do not make any regulated use compliant. They do not make us the sender or caller of any Communication. They do not reduce your responsibilities under this Section 6. You do not rely on our safeguards, templates or settings, or on any statement by our staff, to meet your obligations under Communications Laws. You are solely responsible for deciding which Communications Laws apply to you. We make no promise that the Services, or any configuration of them, comply with those laws or enable you to comply with them.

6.11 Basis of This Allocation

You acknowledge three things. You control the recipients, content, timing, and legal basis of Customer Communications. We cannot verify your consents. And the fees for the Services reflect the allocation of responsibility in this Section 6 and Section 13. Your indemnification obligations for Customer Communications are set out in Section 13.1.

6.12 Emergency Services

The Services are not a telephone service. They cannot be used to call, text, or message emergency services, including 911, 999, 112, or any other emergency number, and they do not provide location information to emergency services. AI Agents may tell a caller or contact to call emergency services, but they cannot connect them. The Services may fail, be delayed, or be unavailable. You must not configure any AI Agent, transfer number, automation, or integration to route communications to an emergency number. You must not use the Services as a substitute for emergency, safety-critical, or alerting services. You must make sure that the people who contact you have another way to reach emergency services. To the extent permitted by law, we and our providers have no liability for any inability to reach emergency services through the Services.

6.13 Phone Numbers

(a) Assignment. Phone numbers provided through the Services are assigned to you for use with the Services. Our telecommunications provider holds them. Neither you nor we own them. Numbers are subject to the rules of the relevant regulator, numbering authority, and provider, which may change, reclaim, or restrict numbers.

(b) Regulatory information. You will provide accurate information and documents about your own business, address, and authorized contact for every number that requires them. This includes regulatory bundles for UK and other non-US numbers and registrations for US text messaging. Where a regulator, numbering authority, or provider requires a number or messaging registration to be held in the name of the business that uses it, it will be registered to you. We may refuse, suspend, or release a number if this information is missing, inaccurate, or rejected.

(c) Porting. While your account is in good standing, you may request to port a number out to another provider where the provider and applicable rules allow it. You must request the port before the number is released under paragraph (d). Porting depends on the receiving provider and may take time.

(d) Release. If your subscription ends or you stop paying for a number, we may release the number 30 days after the end of the paid period. After that, it may be reassigned and cannot be recovered.

(e) Use. You will use numbers only for your own business and your registered use cases, and will not resell or sub-assign them.

6.14 Insurance and Security for Higher-Risk Use

This Section applies where we approve a restricted use under Section 6.5(h), or Customer Communications exceed the volumes we set in the Documentation. In that case, as a condition of approval or continued service, we may require you to:

• (a) hold, and show evidence of, liability insurance that covers your communications activities, at a limit we reasonably specify; and
• (b) maintain a reasonable prepaid balance or deposit against the amounts described in Sections 6.9 and 13.1

6.15 Outbound Calling

This Section applies when you use the Services to place calls to people ("Outbound Calls"). That includes calls made through campaigns, always-on and speed-to-lead campaigns, callbacks, and test calls, and calls requested by an automation, workflow, webhook, integration, API, SDK, or MCP client. It adds to the rest of this Section 6. If it conflicts with another part of these Terms, this Section applies to Outbound Calls.

(a) Enablement. Outbound Calls are available only to organizations we have enabled for them. We may set, change, suspend, or withdraw enablement, limits, countries, and permitted purposes at any time. Enablement is our written agreement under Section 5.5 of the AUP only for Outbound Calls that meet this Section 6.15. It does not approve any other restricted use.

(b) You instruct every call. Each of the following is your instruction to call that number within the times and limits that your settings allow:

• creating or launching a campaign;
• turning on an always-on or speed-to-lead campaign;
• adding a contact to a campaign;
• requesting a callback; or
• sending a trigger from your forms, systems, automations, or integrations

You are the caller of each Outbound Call and the seller or business on whose behalf it is made.

(c) Consent and lists. You may call a person only if, before the call, one of two things is true. Either that person gave you the consent that Communications Laws require for that call's purpose and method, including consent that covers calls using an artificial or AI-generated voice where that is required. Or that person asked you to call them, where the law treats that request as enough. You must not call numbers obtained from bought, rented, shared, scraped, or third-party lead-generation lists, or on the basis of a consent given to anyone other than you.

(d) Do-not-call screening. The Services do not check external do-not-call or preference lists. You screen every number you intend to call against each list described in Section 6.5(c) and your own internal do-not-call list. You do this before each campaign, and as often as Communications Laws and the list operators' rules require. The one exception is where Communications Laws allow a listed number to be called on the basis of the consent you hold. You record the date and source of each screening and give that record to us on request under Section 6.6.

(e) Purpose. You state the purpose of each campaign and classify it honestly, including whether any call in it is telemarketing, a telephone solicitation, or direct marketing. A call that promotes goods or services in any part is marketing. If you misclassify a campaign, that is a breach of this Section. Each affected call is treated as made without the required consent for the purposes of Sections 6.8 and 13.1.

(f) Company review. We may accept, reject, sample, or query a consent source, campaign, business name, or limit request. We do so only to manage our own risk and our providers' requirements. Accepting one is not a verification, approval, or legal opinion of your consent, purpose, or compliance. It does not make us the caller and does not move any responsibility to us. You do not rely on it. The information you give about consent sources, purposes, and screening is given under Section 6.5.

(g) Safety controls are a minimum. Outbound Calls include controls such as call windows, frequency caps, pacing, opt-out handling, and automatic stops. They also include an opening that identifies your business, the purpose of the call, and the AI assistant. These are safeguards under Section 6.10. You must not remove or work around them, and you confirm that the business name, contact details, and purpose shown in the opening are accurate. You apply any stricter rule that applies to you or to the person called. This includes local calling hours, frequency limits, and the rules of Ofcom and other regulators on abandoned and silent calls.

(h) Experiments. You choose each campaign variant, its content, and its weight. Results are statistics shown to you. The Services do not change the variants of a live campaign on your behalf.

(i) Transfers. When an Outbound Call is transferred to your staff or to another number you chose, you are responsible for that person and what they say, and for any notice owed to them under Section 5.8(b).

(j) Deposit and insurance. Section 6.14 applies to all Outbound Calls. We may require a deposit or minimum prepaid balance as a condition of enablement. We may apply that deposit or balance to any amount payable under Section 6.9 or 13.1 that you have not paid when due.

(k) Immediate stop. Under Section 6.8, we may pause or cancel any campaign, queued call, or live call at once and without notice. This includes after a complaint, an increase in opt-outs, a carrier or provider notice, or a regulator's inquiry.

(l) Records. You keep the consent evidence, screening records, and opt-outs for each campaign as Section 6.6 requires. Consent records and call logs stored in the Services help you, but do not replace your own records.

7. Fees, Billing, and Payment

7.1 Subscription Plans and Pricing

The Services are offered on a subscription basis, with pricing as shown on our website or as agreed in an Order Form. Self-service subscriptions are currently offered monthly. A different term applies only when expressly agreed in a separately signed Order Form.

7.2 Usage-Based Billing

Some features of the Services are billed on a pay-per-use basis. Each subscription plan includes a specified amount of usage that resets at the beginning of each billing cycle. Usage beyond the included amount is charged at the rates in your subscription plan or Order Form.

7.3 Prepaid Top-Ups

You may purchase prepaid usage credits ("Top-Ups"). Top-Ups are a prepayment for the Services and can be used only to pay for Services we provide. They are not money, electronic money, a deposit, a gift card or a stored-value product. Top-Ups cannot be transferred to another account or workspace, used to pay any other person, or exchanged for cash, except for a refund to the original payment method where these Terms allow one.

Top-Ups do not expire while your account is open. If we introduce expiry in future, it will apply only to Top-Ups bought after we give at least 30 days' notice. Top-Ups have no cash value and are non-refundable, except where:

• the law requires a refund;
• we expressly agree in writing to one;
• the checkout or cancellation confirmation states one; or
• Sections 1.1, 3.6, 15.3 and 19.4 provide one

If your account is closed, you may ask us in writing to refund any unused purchased Top-Up balance. The request must be made within 12 months after closure. We will refund to the original payment method (or, if that is no longer possible, in another way we reasonably agree), less any amounts you owe us. Promotional or included credits are never refundable. After that 12-month period, any remaining balance lapses to the extent permitted by law.

If you turn on automatic top-up, you authorize us to charge your saved payment method for the top-up amount each time your balance falls below the trigger you have chosen, up to any monthly limit you have set. You can change or turn off automatic top-up at any time in Billing. The change applies to later charges.

7.4 Payment Terms

Self-service subscription charges are payable in advance at activation and renewal. Usage is deducted from included usage and settled prepaid balance. Purchasing a top-up does not grant usable balance until payment settles. If available balance is insufficient or payment fails, chargeable features may be restricted until payment is restored. Invoice-based credit and any payment period apply only when separately approved and stated in an Order Form or invoice. All fees are in U.S. dollars unless otherwise agreed.

If you dispute a charge, you will first contact us at support@masheev.com and give us a reasonable opportunity to resolve it. If you start a chargeback for an amount that is properly due, we may suspend chargeable features until it is resolved. We may also recover the amount together with any dispute fee charged to us.

7.5 Late Payment

Self-service failed payments or insufficient prepaid balance may restrict chargeable features immediately. For separately approved invoice-based accounts, if payment remains unpaid 15 days after its stated due date, we may:

• Charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less)
• Suspend access to the Services until all outstanding amounts are paid in full
• Engage collection agencies or pursue legal remedies to recover amounts owed, and recover our reasonable costs of collection

7.6 Taxes

All fees are exclusive of taxes, including VAT, sales tax, use tax, goods and services tax and communications taxes ("Taxes"). You are responsible for all Taxes arising from your purchase or use of the Services, other than taxes based on our net income. Where we are required to collect Taxes, we will add them to the invoice and you will pay them with the fees.

You will give us your correct legal name, billing address and location of use, and any VAT, sales-tax or other tax registration number or valid exemption certificate. We rely on this information to determine the Taxes that apply. Where the reverse-charge mechanism applies, you will account for the tax yourself. If you gave us incorrect information, you will pay any Taxes, interest and penalties that result.

If any law requires you to withhold or deduct tax from a payment, you will increase the payment so that we receive the full amount we would have received without the withholding or deduction. We will provide reasonable tax documentation that you request, such as an IRS Form W-8BEN-E.

7.7 Price Changes

We may change our pricing with at least 30 days' prior written notice. Price changes take effect at the start of the next billing cycle after the notice period. If you do not agree to a price change, you may terminate your subscription before the change takes effect.

For any Subscription Term agreed in an Order Form, the subscription fee is fixed for that term. Price changes will not apply until the start of the next renewal period.

For pricing agreed in an Order Form, the Order Form pricing governs for the duration specified in the Order Form. If the Order Form pricing conflicts with pricing published on our website, the Order Form pricing prevails.

7.8 Plan and Feature Changes

We may modify the features, usage allocations, and capabilities included in each subscription plan at any time. Section 3.2 applies if a documented feature is removed. For any other material reduction to the features or usage allocations included in your current subscription plan, we will give at least 30 days' prior written notice. If you do not agree to the changes, you may:

• Upgrade to a plan that includes the affected features; or
• Terminate your subscription before the changes take effect, with a pro-rata refund of any prepaid fees for the rest of the then-current Subscription Term

The following are not a material reduction: adding features to higher-tier plans, introducing new plan tiers, or repackaging features across plans (where your plan's existing features are materially maintained).

7.9 Right to Impose Usage Limits

We may introduce, modify, or adjust usage limits, rate limits, storage limits, and API call thresholds at any time. If new limits materially affect your current usage, we will give at least 30 days' prior notice. We will also use commercially reasonable efforts to offer a way to keep your current usage level (such as a plan upgrade or add-on purchase).

8. Intellectual Property

8.1 Our Intellectual Property

We and our licensors retain all right, title, and interest in the Services, including all software, technology, algorithms, user interfaces, designs, trademarks, service marks, logos, and other intellectual property in or associated with the Services. Nothing in these Terms gives you any right, title, or interest in the Services, except the limited use rights expressly granted in these Terms.

8.2 License to Use the Services

We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription Term, solely for your internal business purposes. This license is subject to your compliance with these Terms and payment of all applicable fees.

8.3 Customer Data License

You grant us a limited, non-exclusive, worldwide license to use, process, store, and transmit Customer Data. We may do so solely to:

• provide, secure and support the Services;
• prevent abuse and enforce the AUP;
• create Aggregate Data under Section 5.5; and
• comply with law

In each case, this is as described in these Terms and the DPA.

8.4 Feedback

If you give us any suggestions, ideas, improvements, or other feedback about the Services ("Feedback"), you grant us an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license. We may use, modify, distribute, and incorporate that Feedback into the Services without obligation or compensation to you.

9. Confidentiality

9.1 Confidentiality Obligations

Each party ("Receiving Party") agrees to:

• (a) hold the other party's ("Disclosing Party") Confidential Information in strict confidence;
• (b) not disclose Confidential Information to any third party, except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this section; and
• (c) use Confidential Information only to exercise its rights and perform its obligations under this Agreement

9.2 Exclusions

Confidential Information does not include information that:

• (a) is or becomes publicly available through no fault of the Receiving Party;
• (b) the Receiving Party already knew without restriction before disclosure;
• (c) the Receiving Party develops independently, without use of or reference to the Disclosing Party's Confidential Information; or
• (d) the Receiving Party lawfully obtains from a third party without restriction on disclosure

9.3 Compelled Disclosure

If law, regulation, or legal process compels the Receiving Party to disclose Confidential Information, it must give the Disclosing Party prompt written notice (to the extent legally permitted) and reasonable assistance. This lets the Disclosing Party seek a protective order or other appropriate remedy.

9.4 Survival

The confidentiality obligations in this section survive termination or expiration of this Agreement for 5 years, or indefinitely for information that is a trade secret under applicable law.

10. Third-Party Services

10.1 Third-Party Integrations

The Services may integrate with or provide access to third-party services, platforms, and applications ("Third-Party Services"), including voice AI providers, CRM platforms, booking systems, and communications platforms.

10.2 No Liability for Third-Party Services

Third-Party Services are provided by their respective owners and operators. We are not responsible or liable for the availability, accuracy, content, security, or practices of any Third-Party Services. Your use of Third-Party Services is governed by the terms and conditions and privacy policies of those third parties.

10.3 Customer Responsibility

You are solely responsible for evaluating and reviewing the terms, conditions, and privacy practices of any Third-Party Services that you choose to integrate with the Services.

10.4 Sub-Processor Notification

We use third-party sub-processors to help provide the Services. We maintain a current list of our sub-processors at masheev.com/legal/sub-processors. We will give at least 30 days' prior written notice before engaging a new sub-processor or replacing an existing sub-processor that processes Customer Data. If you have a reasonable objection to a new sub-processor on data protection grounds, you may notify us in writing within 30 days of our notice. We will work in good faith to address the objection, which may include offering an alternative sub-processor or configuration. If we cannot resolve the objection within 30 days, you may terminate the affected Services without penalty by giving written notice within the following 15 days.

If we must replace a sub-processor urgently to keep the Services secure or available, we may do so on shorter notice. We will tell you as soon as practicable. Your objection right and remedy under this Section 10.4 still apply, counted from that notice.

10.5 Third-Party AI Provider Terms

The Services use third-party AI providers to power AI features. The AI providers we use are listed on our Sub-Processor List, and their usage policies are listed in Section 5.4 of the AUP. You agree to comply with those usage policies. We may add, remove, or change AI providers at any time, subject to the sub-processor notification provisions in Section 10.4. Section 6.7 covers carrier and messaging platform policies.

10.6 AI Monitoring and Suspension

We may monitor, rate-limit, or suspend your use of AI-powered features of the Services if we reasonably believe that your usage may:

• (a) bypass or circumvent rate limits or usage restrictions;
• (b) negatively affect the security, performance, integrity, or availability of the Services or any third-party AI provider;
• (c) violate this Agreement, our AUP, or the terms of any third-party AI provider; or
• (d) expose us to material liability

10.7 Customer Systems

You choose, configure, and are responsible for each Customer System, including its security, accuracy, availability, legality, and outputs, and any action it takes. Customer Systems are not our sub-processors, subcontractors, or agents. When the Services send data to, receive data from, or act through a Customer System, they do so on your instruction. We are not responsible for anything caused by a Customer System, including wrong, missing, or delayed data that an AI Agent relies on.

11. Warranties and Service Level

11.1 Platform Warranty

We warrant that:

(a) The Services will perform materially in accordance with the Documentation during the Subscription Term.

(b) We will use commercially reasonable efforts to maintain the availability, security, and performance of the Services.

(c) We will comply with the laws that apply to us in providing the Services and will maintain the technical and organisational measures in Annex II of the DPA. This warranty does not cover the compliance of Customer Communications, which is your responsibility under Section 6.

If the Services fail to conform to the warranty in Section 11.1(a), your sole and exclusive remedy is that we will use commercially reasonable efforts to correct the non-conformity. If we cannot correct the non-conformity within a reasonable time, you may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the rest of the Subscription Term.

11.2 AI Output Disclaimer

Despite Section 11.1, AI Outputs are provided "as is" without warranty of any kind. To the maximum extent permitted by law, we expressly disclaim all warranties for AI Outputs, including:

(a) warranties that AI Outputs will be accurate, correct, complete, current, reliable, suitable for any purpose, or free from bias, hallucination, or error;

(b) warranties regarding the results that may be obtained from the use of AI features;

(c) warranties that AI Outputs will not infringe any third-party intellectual property rights.

No advice or information, whether oral or written, that you obtain from us or through the AI features creates any warranty not expressly stated in these Terms.

11.3 General Disclaimer

Except as expressly set out in Section 11.1, the Services are provided on an "as-is" and "as-available" basis. To the maximum extent permitted by law, we disclaim all other warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

11.4 Service Availability

We aim for platform availability of 99.9% per calendar month for the core Services. This is a target, not a guarantee. We do not provide service credits for availability under these Terms. Scheduled maintenance, force majeure events, Beta Features, third-party carriers and providers, and issues caused by your systems, networks, or configurations are outside this target. A service level agreement with availability commitments or service credits applies only if it is expressly agreed in a separately signed Order Form. This Section 11.4 does not limit your remedies under Section 11.1.

12. Limitation of Liability

12.1 Cap on Liability

To the maximum extent permitted by law, our total aggregate liability to you for all claims arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), strict liability, or any other legal theory, will not exceed the greater of:

• (a) the total fees paid and payable by you to us in the 12 months before the event giving rise to the first claim, and
• (b) one thousand U.S. dollars (US$1,000)

This cap applies except as provided in Section 12.1A.

12.1A Data Protection Claims

Our total aggregate liability for all claims arising from our breach of Section 5.9, Section 9 as it applies to Customer Data, the DPA, or our security obligations will not exceed the greater of:

• (a) 3 times the fees paid and payable by you in the 12 months before the event giving rise to the first claim, and
• (b) twenty-five thousand U.S. dollars (US$25,000)

Liability for these claims includes the reasonable costs of investigating a Personal Data Breach and of notifying affected individuals and regulators. This amount is in place of, and not in addition to, the cap in Section 12.1 for those claims.

12.2 Exclusion of Consequential Damages

To the maximum extent permitted by law, we are not liable for any:

(a) indirect, incidental, special, consequential, punitive, or exemplary damages;

(b) loss of profits, revenue, business, goodwill, or anticipated savings;

(c) loss or corruption of data, except (i) the reasonable cost of restoring data from our most recent available backup and (ii) amounts recoverable under Section 12.1A;

(d) business interruption or cost of substitute services;

(e) loss arising from the content of AI Outputs, or from actions taken or decisions made in reliance on AI Outputs, except to the extent caused by our breach of Section 9, Section 11.1 or the DPA;

This applies whether or not the damages were foreseeable and whether or not we have been advised of the possibility of them.

12.3 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, our liability is limited to the maximum extent permitted by law.

12.4 Liability That Is Not Limited

Nothing in these Terms limits or excludes either party's liability for:

• (a) death or personal injury caused by its negligence;
• (b) fraud or fraudulent misrepresentation;
• (c) its wilful misconduct, or its gross negligence or violation of law where the applicable law does not allow that liability to be limited; or
• (d) any other liability that cannot be limited or excluded under applicable law

Apart from Section 12.7, the limitations and exclusions in this Section 12 apply only to our liability. They do not limit your liability for:

• (i) your indemnification obligations under Section 13.1;
• (ii) breach of Section 6 or the AUP;
• (iii) amounts payable under Section 6.9; or
• (iv) fees and other amounts payable under these Terms

We will take reasonable steps to mitigate any loss for which we claim under Section 13.1.

12.5 Basis of the Bargain

The limitations of liability in this Section are a fundamental element of the basis of the bargain between us and you. We would not provide the Services without them.

12.6 Separate Limitations

Each exclusion and limitation of liability in Sections 5.4, 11 and 12, and each lettered item within them, is a separate term. If any of them is found unenforceable or unreasonable, the others continue to apply.

12.7 Time Limit for Claims

A party must start proceedings for a claim arising out of or relating to these Terms or the Services within 12 months after it knew, or ought reasonably to have known, of the facts giving rise to the claim. Otherwise the claim is barred. Time spent on informal resolution under Section 14.1 is added to this period. This Section does not apply to:

• (a) the matters in items (i) to (iv) of Section 12.4, including fees and amounts payable under Sections 6.9 and 13.1;
• (b) liability described in Section 12.4(a) to (d); or
• (c) any claim for which applicable law does not allow the time limit to be shortened

13. Indemnification

13.1 Customer Indemnification

In these Terms:

• "Company Indemnitees" means the Company and its affiliates, and their respective officers, directors, employees, agents, successors, and assigns, and, solely for claims arising from Customer Communications, the Company's sub-processors, carriers, and communications providers.
• "Claims" means any and all claims, demands, actions, class or representative actions, arbitrations, regulatory or governmental investigations, inquiries, and proceedings, subpoenas and other legal process.

You will defend, indemnify, and hold harmless the Company Indemnitees from and against all Claims, and all resulting:

• losses, damages, and statutory damages;
• fines, penalties, and carrier and provider fines and pass-through fees;
• settlements, judgments, and awards; and
• costs and expenses, including reasonable legal fees and the reasonable cost of responding to subpoenas, regulators, carriers, and providers

This applies where they arise out of or relate to:

(a) Customer Communications, including any Communication made directly by a User or indirectly by an AI Agent, automation, workflow, integration, API, SDK, MCP client, schedule, or trigger;

(b) any actual or alleged failure to obtain, record, or honor consent, any opt-out or do-not-call failure, or any other actual or alleged violation of Communications Laws or Provider Policies in connection with your use of the Services;

(c) Customer Data and Customer Content, including any claim that it infringes or misappropriates a third party's rights or violates applicable law;

(d) AI Outputs and the configuration, instructions, knowledge, tools, integrations, and supervision of your AI Agents, including your failure to review, validate, or verify AI Outputs;

(e) Your breach of these Terms, the AUP, or the DPA, or your violation of applicable law;

(f) claims by End-Users, recipients of Customer Communications, or other third parties arising from your use of the Services; and

(g) Your use of the Services in breach of Section 6.2(e) of these Terms or Section 7 (Regulated Data and Sensitive Uses) of the AUP.

Your obligations under this Section 13.1 do not apply to the extent a Claim is directly caused by:

• (i) our breach of these Terms;
• (ii) the Services sending or placing a Communication that was not requested, configured, or instructed by you, your Users, your AI Agents, or your integrations; or
• (iii) our fraud or wilful misconduct

Your obligations in respect of fines, penalties and statutory damages apply to the fullest extent permitted by law. They cover amounts imposed on a Company Indemnitee because of Customer Communications or your acts or omissions. They do not cover a fine or penalty:

• to the extent that a court or regulator finds it was imposed for our own deliberate or negligent breach of a law that applies to us; or
• to the extent that the law does not allow it to be indemnified

If any part of this Section 13.1 is unenforceable, the rest continues to apply.

13.2 Indemnification Procedure

(a) Notice. We will notify you of a Claim within a reasonable time. A delay in notice relieves you of your obligations only to the extent you are materially prejudiced by the delay.

(b) Defence. You will defend the Claim at your own expense with counsel reasonably acceptable to us. We may participate with our own counsel at our own expense. We may instead take control of the defence, at your expense, if:

• (i) you do not promptly assume and diligently conduct the defence;
• (ii) the Claim is a regulatory, governmental, or criminal matter, or a carrier or provider proceeding;
• (iii) the Claim seeks injunctive or other non-monetary relief against a Company Indemnitee;
• (iv) there is a conflict of interest between you and a Company Indemnitee; or
• (v) the Claim also concerns other customers of ours

(c) Cooperation. Each party will provide reasonable cooperation. You will provide consent records, logs, and other information relevant to the Claim promptly on request.

(d) Settlement. You will not settle any Claim without our prior written consent if the settlement:

• would admit fault or liability on the part of any Company Indemnitee;
• would impose any obligation, restriction, or payment on any Company Indemnitee; or
• would fail to include a full and unconditional release of each Company Indemnitee

We will not unreasonably withhold consent to a settlement that requires only the payment of money by you and includes that release.

13.3 Company Indemnification

We will indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims alleging that your authorized use of the Services (excluding Customer Data, AI Outputs, and Third-Party Services) infringes or misappropriates that third party's intellectual property rights. This applies only if you:

• (a) promptly notify us of the claim;
• (b) grant us sole control of the defense and settlement; and
• (c) provide reasonable cooperation at our expense

If the Services become, or in our opinion are likely to become, the subject of an infringement claim, we may at our sole option and expense:

• (i) procure the right for you to continue using the Services;
• (ii) modify the Services to make them non-infringing; or
• (iii) terminate your access to the infringing portion of the Services and refund any prepaid fees for the remaining Subscription Term

Despite the above, we make no representations or warranties and provide no indemnification for AI Outputs. AI Outputs are generated by third-party AI models and we do not warrant that AI Outputs do not infringe third-party intellectual property rights.

13.4 Indemnification Limitations

Our obligations under Section 13.3 are subject to the limitations of liability in Section 12. Your obligations under Section 13.1 are not subject to any cap or exclusion of liability in these Terms, as stated in Section 12.4.

14. Dispute Resolution

14.1 Informal Resolution

Before starting court proceedings, the parties agree to first try to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services ("Dispute") through good-faith negotiation. The party raising the Dispute must send a written notice describing the Dispute and the requested resolution to the other party. If the Dispute is not resolved within 30 days of receipt of the notice, either party may start proceedings under Section 14.2. This Section 14.1 does not prevent either party from seeking urgent interim relief.

14.2 Courts

Subject to Sections 14.3 and 14.5, the courts of England and Wales have exclusive jurisdiction over any Dispute, including any non-contractual dispute, and each party submits to the jurisdiction of those courts.

14.3 Exceptions

Despite Section 14.2:

• (a) either party may seek injunctive or other interim relief in any court of competent jurisdiction;
• (b) we may bring a claim for indemnity, contribution, or recovery under Section 6.9 or Section 13.1 in any court where a Claim against a Company Indemnitee is pending; and
• (c) we may bring proceedings against you, including to recover unpaid fees or amounts due under Sections 6.9 and 13.1, in the courts of the place where you are established

14.4 Individual Claims

To the extent permitted by applicable law, each party will bring claims against the other only in its individual capacity and not as a claimant or class member in any class, collective, or representative proceeding.

14.5 Mandatory Rights

Nothing in this Section 14 removes any right that cannot be waived or limited by contract under applicable law. This includes your right, if you legally qualify as a consumer, to bring proceedings in the courts of your place of residence.

14.6 Jury Trial Waiver

To the extent permitted by law, each party waives any right to a trial by jury in any proceeding arising out of or relating to this Agreement that is heard in a court in the United States.

15. Term and Termination

15.1 Term

This version of the Terms takes effect for a customer on the date an owner or administrator expressly accepts it. It continues until terminated in accordance with this section. An existing customer may accept before the end of the notice period described in Section 19.2. If it does, this version applies from the date of acceptance. Earlier accepted terms continue to govern earlier periods. Publishing this version alone does not change them.

15.2 Subscription Term

Self-service subscriptions are monthly and automatically renew at the disclosed subscription price until renewal is cancelled. You may turn off renewal at any time in Billing before the next renewal.

If a signed Order Form has a term longer than one month that renews automatically, we will send a written reminder to your billing contact. We will send it at least 30 and not more than 60 days before the renewal date. It will state the renewal date, the renewal price and how to cancel. If the Order Form sets an earlier deadline for cancelling, we will send the reminder at least 15 and not more than 30 days before that deadline.

15.3 Cancellation and Termination for Convenience

Paid subscriptions. Cancelling renewal in Billing schedules your subscription to end at the end of the period you have already paid for. The confirmation identifies that date. Your plan access continues until then, subject to the separate suspension and termination provisions of these Terms. The subscription will not renew after that confirmed end date. Ordinary cancellation before the end of a paid period does not entitle you to a prorated subscription-fee refund or credit.

Trials and unpaid subscriptions. Cancelling a trial or an unpaid subscription ends that subscription and its access immediately on confirmation. Cancel before the trial converts to a paid subscription to avoid the first subscription charge. No refund is due for subscription fees that were never paid. Any fees already accrued remain payable.

Separate balances and exceptions. Usage charges and prepaid Top-Ups are separate from subscription fees and remain governed by Section 7. Cancelling renewal does not itself refund Top-Ups or extend subscription access beyond the confirmed end date. Mandatory statutory rights, refunds we expressly approve, and the specific refund rights elsewhere in these Terms (including for qualifying service changes, warranty failures, infringement remedies, and changes to these Terms) remain available. The absence of routine prorated refunds does not limit those rights.

If you cannot access Billing, contact support@masheev.com with your workspace reference so we can verify your authority and confirm cancellation. We may terminate for convenience on at least 30 days' written notice and will refund unused prepaid subscription fees and any unused Top-Up balance. A separately signed Order Form may specify different cancellation terms, subject to mandatory law.

15.4 Termination for Cause

Either party may terminate this Agreement immediately on written notice if the other party:

• (a) commits a material breach of this Agreement and fails to cure that breach within 30 days of receiving written notice of it; or
• (b) becomes insolvent, files for bankruptcy, or ceases to do business, to the extent applicable law allows termination on that ground (including section 233B of the UK Insolvency Act 1986 and section 365(e) of the US Bankruptcy Code)

15.5 Effect of Termination

On the effective termination or expiration of this Agreement (for ordinary paid-plan nonrenewal, the confirmed paid-period end, not the time you turn off renewal):

(a) Your right to access and use the Services immediately ends.

(b) Customer Data will remain available for export for 30 days after the effective date of termination. During that time, you may retrieve your data in a structured, commonly used, machine-readable format (JSON) as described in Section 13 of the DPA. If self-service access is unavailable, you may request assisted export at privacy@masheev.com. You should request export within this period. Deletion then follows the DPA and retention schedule, including documented legal holds and the normal backup rotation.

(c) Any outstanding fees you owe us become immediately due and payable.

(d) Each party must return or destroy all Confidential Information of the other party in its possession.

15.6 Survival

These sections survive termination or expiration of this Agreement:

• Section 5 (Customer Data and AI Processing)
• Sections 6.4 to 6.15 (Communications Laws Compliance and related provisions)
• Section 7 (for fees and amounts accrued before termination, and the Top-Up refund rules in Section 7.3)
• Section 8 (Intellectual Property)
• Section 9 (Confidentiality)
• Section 10.7 (Customer Systems)
• Section 11 (Warranties and Service Level)
• Section 12 (Limitation of Liability)
• Section 13 (Indemnification)
• Section 14 (Dispute Resolution)
• Section 15.5 (Effect of Termination)
• any refund obligation under Sections 3.6, 15.3 or 19.4
• Section 17 (Governing Law)
• Section 18 (General Provisions); and
• the DPA for as long as it states

16. Force Majeure

Neither party is liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) if the delay or failure results from circumstances beyond the party's reasonable control, including:

• natural disasters, pandemics, epidemics, acts of God, war, terrorism, riots, embargoes
• acts of civil or military authorities, government actions or orders
• fire, floods, earthquakes
• internet or telecommunications failures, power outages, cyberattacks, or
• failures of third-party service providers (but not a failure of a sub-processor for which we are responsible under Section 8.5 of the DPA)

In each case, this applies only to the extent the affected party could not have prevented or avoided the delay or failure by taking reasonable precautions, including maintaining the security measures described in the DPA.

The affected party must give prompt written notice to the other party describing the force majeure event and its expected duration. The affected party must use commercially reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as practicable.

If a force majeure event continues for more than 60 days, either party may terminate this Agreement on written notice to the other party, without liability.

17. Governing Law

This Agreement is governed by, and construed in accordance with, the laws of England and Wales, without regard to its conflict of law principles. Section 14 governs jurisdiction over Disputes.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our DPA, AUP, any service level agreement expressly agreed in a signed Order Form, and any Order Forms, are the entire agreement between the parties about their subject matter. They replace all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Our Privacy Policy explains how we handle personal data as a controller. It is a notice and does not form part of this Agreement.

Each party confirms that in entering into this Agreement it has not relied on any statement, representation or promise that is not set out in this Agreement. Nothing in this Section limits liability for fraud or fraudulent misrepresentation.

18.2 Severability

If any provision of these Terms, or part of a provision, is held invalid, illegal or unenforceable, it will be treated as deleted to the extent necessary. The rest of these Terms will continue in full force and effect. If deleting part of a provision would make it valid, that part will be treated as deleted.

18.3 No Waiver

A party's failure to enforce any right or provision of these Terms is not a waiver of that right or provision. A waiver of any provision of these Terms is effective only if it is in writing and signed by the waiving party.

18.4 Assignment

You may not assign or transfer this Agreement or any of your rights or obligations under it without our prior written consent. We may freely assign or transfer this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to this, this Agreement binds and benefits the parties and their respective successors and permitted assigns.

18.5 Notices

All notices under this Agreement must be in writing. They are deemed given when:

• (a) delivered personally;
• (b) sent by confirmed email, in which case the notice is deemed received on the next business day; or
• (c) sent by nationally recognized overnight courier, to the addresses specified in each party's account or as otherwise notified in writing

Notices to us should be sent to legal@masheev.com. Formal notices, including notices of a claim, of breach or of termination for cause, must also be sent to our registered office at Flat 32, 154 Loudoun Road, London, England, NW8 0DJ.

18.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

18.7 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or does confer on any other person or entity any legal or equitable right, benefit, or remedy, except that each Company Indemnitee may enforce Section 13 under the Contracts (Rights of Third Parties) Act 1999. The parties may vary or terminate this Agreement without the consent of any Company Indemnitee.

18.8 Order of Precedence

If the documents that form this Agreement conflict, they apply in this order:

• (a) a separately signed Order Form, but only for the terms it expressly states it varies;
• (b) the DPA, for the processing of personal data;
• (c) these Terms;
• (d) the AUP; and
• (e) the Documentation

The AUP and the Documentation add to these Terms but do not reduce our obligations under them.

18.9 Electronic Acceptance and Contracting

These Terms and any Order Form may be accepted or signed electronically, including by ticking a box or clicking a button in the Services. Electronic acceptance is binding in the same way as a handwritten signature. An Order Form may be signed in counterparts. To the extent permitted by law for contracts between businesses, the parties agree that regulations 9(1), 9(2) and 11(1) and (2) of the Electronic Commerce (EC Directive) Regulations 2002, and any equivalent rules elsewhere, do not apply. The current version of this Agreement is available at masheev.com/legal/tos, and you can download or print it at any time. These Terms are available in English only.

18.10 Sanctions and Export Controls

You represent and warrant that neither you nor any of your Users, owners or controllers is:

• (a) a person or entity named on, or owned or controlled by a person or entity named on, a sanctions list maintained by:
  • the United Kingdom (including the UK Sanctions List);
  • the United States (including the OFAC Specially Designated Nationals and Blocked Persons List and the BIS Entity List);
  • the European Union or the United Nations; or
• (b) located, organised or ordinarily resident in a country or region that is subject to comprehensive UK or US sanctions

You will not use, or allow anyone to use, the Services in breach of applicable sanctions or export-control laws, including for the benefit of a sanctioned person or region or for any prohibited end use. We may refuse, suspend or end access, without liability, where we reasonably believe this is needed to comply with those laws. You will tell us promptly if any of these statements stops being true.

18.11 Agencies and Resellers

Where we agree in writing that you may set up or run the Services for your own clients, you:

• (a) bind each client to terms at least as protective of us as these Terms and the AUP, which we may enforce;
• (b) remain responsible for your clients' use, Communications, and breaches as if they were your own; and
• (c) must not offer the Services on terms more permissive than these Terms

18.12 US Government Users

The Services and Documentation are "commercial computer software" and "commercial computer software documentation". If you are a US government entity, these Terms govern your use, duplication, and disclosure of them, consistent with FAR 12.212 and DFARS 227.7202. The government receives no rights beyond those these Terms give to other customers.

19. Changes to Terms and Policies

19.1 Right to Modify

We may modify these Terms, the AUP, the DPA, the Privacy Policy, and any other policies incorporated by reference (collectively, "Policies") at any time.

19.2 Notice of Changes

If we make changes, we will give at least 30 days' prior notice by sending an email to the address associated with your account and by posting the updated Terms or Policies on our website. We will revise the "Last Updated" date at the top of each document to show the date of the most recent changes.

19.3 Material Changes

For material changes that significantly affect your rights or obligations, we will:

• Clearly identify the changes in the notice;
• Give a summary of the key modifications; and
• Require active acknowledgment before the changes take effect

19.4 Acceptance

Material changes require active acknowledgment as described in Section 19.3. Publishing a new version or continued use alone does not replace that requirement. If you reject changes to these Terms or Policies, you may terminate before those changes take effect, with a pro-rata refund of prepaid subscription fees for the unused remainder of the then-current Subscription Term. This specific remedy for changes to the agreement is separate from ordinary cancellation of renewal under Section 15.3. Changes do not retroactively alter rights or obligations for earlier periods.

If an owner or administrator has not accepted the changed Terms or Policies by the end of the notice period, we may limit your account to viewing, exporting and deleting data and cancelling your subscription. Live channels already connected will keep running for at least a further 30 days. If you reject the changes, you may end this Agreement at any time before they apply to you, by using the option in the dashboard or by emailing support. We will then refund prepaid subscription fees for the unused remainder of the then-current Subscription Term and any unused Top-Up balance.

19.5 Regulatory Changes

Despite the above, we may update the Terms or Policies with less than 30 days' notice when changes are required to comply with applicable law, regulation, court order, or government directive. In those cases, we will give as much notice as is reasonably practicable and will identify the regulatory basis for the change.

20. Contact Information

If you have any questions about these Terms, please contact us at:

DA592 LTD, trading as Masheev Company number 17101865, registered in England and Wales Registered office: Flat 32, 154 Loudoun Road, London, England, NW8 0DJ

• General Legal: legal@masheev.com
• Privacy Matters: privacy@masheev.com
• Security Issues: security@masheev.com

Security research that complies with the scope and safe-harbour conditions in our Security Policy is expressly permitted under this policy. Testing outside that scope requires prior written authorization.