Terms of Service

01About these Terms

These Terms of Service (the “Terms”) are the contract between Personnect.ai LLC (“Personnect”, “we”, “us”) and the business named in your Personnect account (“you”). They include our Acceptable Use Policy (Schedule 1) and our Data Processing Addendum. Section 17 explains how you accept them.

Please read Section 2 (payments are final), Section 6 (calling compliance), Section 9.7 (numbers and non-payment), Section 10 (data), Section 11 (no warranties, no emergency calling, security incidents), Section 15 (limitation of liability) and Section 16.2 (arbitration and jury waiver) before you accept.

02What you pay

2.1 How a minute is counted. Every started minute of an answered call is a billable minute: a call of one second is one minute, and a call of sixty-one seconds is two minutes. A call answered by a person, a voicemail greeting or an automated system is an answered call. A call that is never answered (no answer, busy or failed) costs nothing, and calls to your numbers from others are not charged per minute.

2.2 Prepaid balance. Personnect is prepaid. You add funds to your balance by card through our payment processor, and calls, numbers, lead enrichment and premium support are drawn from that balance as you use them. You must add funds before you can place your first call. Each top-up has a minimum amount, shown in the application. There is no free trial. If your balance runs out, new calls cannot be placed until you add funds. A call in progress is never cut off for lack of funds, so your balance can fall below zero; a negative balance is owed and is drawn from your next top-up.

2.3 Number rent. When you buy a number you pay its setup fee and the rent for the rest of that month. After that, the rent for each month is drawn from your balance on the last day of the month before. Section 9.7 explains what happens if the rent cannot be paid.

2.4 Automatic top-up. When you save a card, automatic top-up is switched on. When your balance falls below a set amount, we charge your saved card to add funds. The application sets a default amount for each, with the top-up amount based on your recent usage, and an admin can change both or switch automatic top-up off in your billing settings at any time. While it is on, we also charge your saved card when a number’s rent, a number purchase or a lead enrichment run costs more than your balance. Automatic top-up is also what keeps your numbers from being released under Section 9.7.

2.5 Bonus credit. Credit we add as a promotion, such as a bonus on your first top-up, can be used only for the Services. It has no cash value.

2.6 All payments are final. We do not refund any payment or any balance, whether used or unused, including bonus credit. This applies when you stop using the Services, when you close your account, and when we suspend or end your account.

2.7 Chargebacks. Because you pay before you use the Services, starting a chargeback or payment reversal for funds you added is a material breach of these Terms and grounds for immediate suspension, and we may charge a dispute fee.

2.8 What is not charged. There are no per-user or seat fees, no monthly platform fee, no minimum commitment, no onboarding fee and no storage fee.

2.9 Taxes. Prices do not include sales, use, excise, telecommunications and similar taxes, surcharges and regulatory fees. We may add them and show them separately, and adjust them as rates change.

2.10 Price changes. We may change prices on thirty (30) days’ notice, and may pass on increases in carrier, telephone number or regulatory costs at any time on notice. We give notice as Section 16.9 describes.

03How long this lasts

There is no term, no minimum period and no renewal. This agreement runs for as long as you use the Services. You may stop at any time. We may stop providing the Services to you on thirty (30) days’ notice, and immediately in the cases in Section 13. Payments are not refunded (Section 2.6).

04Your account settings

When your account is set up you tell us about your business, what you use Personnect for and who you call. Your managers and admins control these settings in the application, and whatever is saved there is the configuration of your account. Choosing them is your responsibility.

05The Services and your right to use them

5.1 What we provide. Personnect provides a hosted outbound dialing platform that dials several lines at once and connects one of your live representatives when a person answers, together with telephone numbers and voice service, call recording and transcription, call summaries, and lead enrichment (together, the “Services”).

5.2 Your right to use the Services. You may use the Services for your own internal business purposes under these Terms and the Acceptable Use Policy. This right is non-exclusive, non-transferable and revocable.

5.3 What you may not do. You will not resell or sublicense the Services, provide them to anyone else as a service bureau, or dial on behalf of anyone other than yourself. You will not reverse engineer the Services or use them to build a competing product. You will not circumvent or disable any compliance feature, including do-not-call suppression, the 911 block, or calling hours and state rules your account has switched on.

5.4 Your users. You are responsible for everything done under your account and for your users’ acts and omissions as if they were your own. Keep credentials confidential and tell us promptly if you suspect unauthorized access.

5.5 Our compliance features are tools, not advice. The Services include features that can help you follow calling laws: do-not-call and wrong-number suppression (Section 6.5), optional calling hours and state rules (Section 4), and blocking of calls to 911. They are tools. Having them available or switched on is not a finding by us that any call, list, script or campaign of yours is lawful. We do not give legal advice, and you will not rely on us for it.

5.6 Admins and invited users. The person who sets up your account is its first admin. Admins and managers can invite users and change your calling settings, and managers can move users between the manager and representative roles. Only admins can make someone an admin or add funds. What an admin accepts or confirms in the application binds you. Invited users accept these Terms and our Privacy Policy when they accept their invitation, and use the Services under your agreement.

06Calling compliance

This section is the core of the agreement. Each commitment below is material, and breaking any of them permits suspension or termination under Sections 9 and 13.

6.1 Who you may call. You may call people in the course of their work, for business purposes, with the lawful basis Calling Laws require (Section 6.4). You may call anyone else, including consumers on personal or residential numbers, only if that person has consented to be called by you, in the form Calling Laws require, and, when call recording is on, has also consented to be recorded. You will keep a record of each consent and show it to us when we ask.

6.2 You are the caller. As between us, you are the initiator and caller of every call placed through the Services. You decide which numbers are dialed, where your lists come from, when calls are placed, what your representatives say, whether calls are recorded and how caller ID is chosen. We provide software and transmission. We do not review calls, scripts, lists or campaigns for lawfulness, and we have no duty to. Automated analysis of your calls, access by our staff, and any approval we give under Section 6.14 are not a finding that a call is lawful. We are not responsible for obtaining consent or permission from anyone you call. Any monitoring we do is for our own network, security and regulatory purposes, is at our discretion, and creates no duty to you or to anyone else.

6.3 Calling laws. You will comply with all laws that govern your calling, including the Telephone Consumer Protection Act (47 U.S.C. § 227 and 47 C.F.R. § 64.1200), the Telemarketing Sales Rule (16 C.F.R. Part 310), the Truth in Caller ID Act, the federal Wiretap Act, and all state telemarketing, automatic-dialing, call-recording and caller-identification laws (together, “Calling Laws”).

6.4 Consent and your lists. You represent that for every number you dial you hold every consent, permission or lawful basis that Calling Laws require for that call. What is required differs by call type, by recipient, between wireless and wireline numbers, and by state; deciding what applies is your responsibility and your counsel’s, not ours. You represent that every contact list you load was obtained lawfully and may lawfully be used for your calling, and that you can tell us, for any number we ask about, where the record came from and on what basis you are calling it. Details we add to your contacts through lead enrichment are added at your request, and you are responsible for how you use them.

6.5 Do not call.

1. You will keep an internal do-not-call list, add anyone who asks not to be called within five (5) business days or sooner where law requires, and honor it across all your campaigns and accounts.
2. You will mark those people “do not call” in the Services. A contact marked “do not call” is excluded from automatic dialing. In the application, a manager can remove the marking, and you will do that only to correct a mistake. If a representative dials a “do not call” contact by hand, the Services warn them first; placing the call anyway is your responsibility.
3. Scrubbing your lists against the National Do-Not-Call Registry and any state do-not-call registry, wherever your calling requires it, is your responsibility, and must be done before you upload a list. We have no obligation to scrub your lists and do not do it for you. The internal list in (a) and (b) is not a registry scrub.
4. You will stop calling a number when the person who answers says they are not the person you meant to reach. Marking the call “wrong number” in the Services stops automatic dialing of that number for that contact.

6.6 Calling hours. You will place calls only between 8:00 a.m. and 9:00 p.m. in the called person’s local time, and within any narrower window the law requires. The Services can limit automatic dialing to a window you set, but only when your account has calling hours switched on, and they do not block calls your representatives place by hand. You remain responsible for when every call is placed.

6.7 Lines. The Services dial several lines at once. You will run only as many lines as your staff can handle, so that answered calls reach a live representative promptly. We may reduce your lines or dial limits if call quality, complaints or carrier feedback call for it.

6.8 No pre-recorded or artificial voice. The Services do not play pre-recorded or artificial voice messages. You will not use the Services to deliver any pre-recorded or artificial voice message, including voicemail drop, ringless voicemail or an AI-generated voice. Breaking this Section permits immediate termination.

6.9 Caller ID. The Services may choose which of the telephone numbers assigned to your account to show on each call, for example a number local to the person you are calling, or your representative may pick one. You will not cause any other number to be shown, and you will not use caller ID to mislead anyone about who is calling. On a live answer, your representatives will promptly identify themselves, your company and the purpose of the call, and will give a callback number on request.

6.10 Recording. Call recording is on unless you switch it off. When it is on, recording starts as soon as a call is answered, before your representative is connected, and also covers answered calls that are ended without being connected. Whether or not recording is on, the audio of answered calls is processed automatically, for example to tell a person from an answering machine. You decide whether calls are recorded. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL FEDERAL AND STATE CALL-RECORDING, WIRETAPPING AND EAVESDROPPING LAWS, INCLUDING ALL-PARTY-CONSENT REQUIREMENTS. The Services do not play a recording notice for you. Where recording is on, your representatives will give a clear notice as soon as they are connected, get consent where the law requires it, and honor any objection; if recording from the moment of answer is not lawful for your calls, you will switch recording off. The notice must say that the call is recorded and that the recording may be used to provide, evaluate and improve the calling service, including by automated means. You will not give a narrower notice, and you will not tell anyone that recordings are used only for your own internal purposes.

6.11 Opt-outs. You will honor a request not to be called made by any reasonable means, including “stop”, “quit”, “end”, “revoke”, “opt out”, “cancel” and “unsubscribe”.

6.12 Records. You will keep, for at least five (5) years, your list sources and how you obtained them, your internal do-not-call list, the scripts and notices you used, and your opt-out records. We may ask for copies for a sample of calls once in any twelve months, and without that limit where we have received a complaint, traceback or regulatory inquiry.

6.13 Cooperation. You will respond within two (2) business days to any request from us that arises from a traceback, carrier complaint, complaint from a called person or regulatory inquiry, and give us the campaign, list source, script, representative and any recording for the call concerned. Not responding within that time is grounds for immediate suspension. You will tell us within five (5) business days if you receive a TCPA demand letter or lawsuit, an inquiry from the FTC, the FCC or a state attorney general, a carrier complaint, or a pattern of complaints about calls placed through the Services.

6.14 Campaigns that need our approval. You will not run the campaign types that the Acceptable Use Policy lists as needing approval until we have approved them in writing. Ask by writing to contact@personnect.ai. Tell us the same way before you start calling in a new industry or to an audience materially different from the one you described when your account was set up.

6.15 Acceptable Use Policy. The Acceptable Use Policy applies to all use of the Services. We may update it on thirty (30) days’ notice, or immediately where law, a regulator or an upstream carrier requires it, and we give that notice as Section 16.9 describes.

6.16 United States only. The Services are for businesses in the United States calling United States telephone numbers. You will not call numbers outside the United States.

6.17 Calling promise. When the application asks, your admin confirms this statement for your business: “I confirm that [your company] will only call people we are legally allowed to call. We will honor do-not-call requests, call only within permitted hours, and follow federal and state calling laws, including the Telephone Consumer Protection Act.” That confirmation is a representation by you, and we record it as Section 17 describes.

07Know your customer

7.1 Why we verify you. We are registered with the Federal Communications Commission as a voice service provider. Federal rules require us to know our customers and to keep our network from being used for illegal calls. Our ability to serve you depends on meeting those obligations. Calls are carried by upstream carriers over their networks, and we are not responsible for the design, availability, routing or performance of those networks.

7.2 Your information. You will give us complete and accurate information about your business, its owners and the people who control it, the person who sets up your account, and your calling program, before you dial and afterwards when we ask. You will tell us within ten (10) business days of any change to your legal name, ownership, control, address, use case, list sources, or a material change in call volume, by writing to contact@personnect.ai.

7.3 Verification. You authorize us and our verification partner to verify what you give us. When an account is set up in the application, the person setting it up completes an identity check with a photo of their government ID and a selfie, and we check your business against state business registries and sanctions lists. We may ask for more information or documents, such as ownership details or tax and business registration documents, and may verify you again at any time. You confirm you have told the people you name to us and have any permission you need to give us their information.

7.4 Accuracy. You represent that the information you give us is true, accurate and complete and stays that way. Giving materially false information is a material breach that permits immediate termination, and we may report it to carriers, regulators and law enforcement.

7.5 Keeping and sharing verification records. We keep your verification information and records after our relationship ends, for as long as law requires and as Section 10.9 allows. We may disclose them to regulators, law enforcement, upstream carriers and industry traceback bodies where required or reasonably necessary, including without telling you first where notice is prohibited or impractical. You consent to that disclosure.

7.6 Our decision. The identity and business checks run automatically. Clear results are approved or declined automatically, and unclear results are reviewed by our staff. After repeated failed attempts we decline the account. We may also decline, limit or end an account where we cannot verify it, where screening returns an adverse result, or where we judge the use case too risky, and we do not have to give reasons. You may ask us to reconsider by writing to contact@personnect.ai.

08Before you can dial

When you sign up in the application, you accept these Terms and the Privacy Policy as you create your account (Section 17). Dialing is then switched on automatically once all of the following are done:

• the identity check is passed (Section 7.3);
• the business check is passed and sanctions screening is clear; and
• your first top-up is made (Section 2.2).

During setup the application may also ask your admin to accept the Data Processing Addendum and the Acceptable Use Policy, and asks them to confirm the calling promise in Section 6.17. If we set up your account for you, our staff switch dialing on.

09Suspension, limits and your telephone numbers

9.1 Suspension. We may suspend the Services, in whole or in part, immediately and without notice, if we reasonably believe that you have broken Section 6, Section 7 or the Acceptable Use Policy; that continuing would cause us to break, or risk breaking, Calling Laws or our obligations to an upstream carrier or regulator; that a traceback request, carrier complaint, regulatory inquiry or law-enforcement demand involves your calls; or that your verification information has lapsed or is inaccurate.

9.2 Notice. We may tell you about a suspension, but we do not have to give notice first.

9.3 No credit. Our obligations as a voice service provider may require us to suspend on short or no notice. A suspension does not entitle you to a refund or credit.

9.4 Coming back. We restore service after a suspension only when you have shown us that the problem is fixed and we have approved it in writing.

9.5 Limits are not a suspension. We may apply limits on lines, call volume, call rate and the time between calls, and similar safeguards, to protect our network, our numbers, our carrier relationships and other customers. Applying them is not a suspension or downtime and does not entitle you to a credit or refund.

9.6 Numbers on closed accounts. Numbers assigned to an account that is closed, suspended or ended may be released.

9.7 Numbers and non-payment: read this carefully. You keep each telephone number only while its rent is paid. The rent for each month is drawn from your balance on the last day of the month before. If your balance will not cover it, we warn your admins by email and in the application, starting up to three days before the rent is due, and, if automatic top-up is on, we try to charge your saved card. If the rent still cannot be paid by 10:00 p.m. UTC on that last day, the number is released back to the carrier.

Release is permanent. A released number cannot be recovered, the carrier may give it to someone else, calls to it no longer reach you, and any calling reputation built on it is lost. A payment dispute or chargeback can also lead to release. To the fullest extent the law permits, we are not liable for any loss from a release under this Section, including lost calls, lost business or lost number reputation. Keeping your balance funded and automatic top-up switched on is what prevents it.

10Data

10.1 Your content. The contact lists and other material you upload remain yours. You can export them at any time.

10.2 What the Services create is ours. Data the Services create, including call recordings, transcripts, call records, call outcomes, automated detections such as whether a person or a machine answered, analytics, and any summaries or model output derived from them, is Personnect’s data.

10.3 Our rights. You grant us a worldwide, perpetual, irrevocable, royalty-free right to use, store, copy, modify and create derivative works from the data in Sections 10.1 and 10.2 to operate, secure, support and improve the Services, to meet our legal, regulatory and carrier obligations, and to develop, train, evaluate and improve machine-learning and AI models, whether or not the resulting models or improvements are used beyond your account. This right survives the end of this agreement. For personal data in your content, the Data Processing Addendum narrows this right.

10.4 De-identified data only. We may sell, license, publish and otherwise commercially use insights, benchmarks, models and other products derived from the data in Section 10.2, but only in a de-identified or aggregated form that does not identify you, your users or any person you called. We do not sell personal information.

10.5 We never sell your contact lists. We will not sell or license the contact lists you upload to anyone. This does not limit Section 10.3, our use of de-identified or aggregated data, or a disclosure under Section 7.5, Section 12 or law.

10.6 Your access. While your account is open, your users can see the calls their role allows (representatives their own calls, managers and admins all calls), with their recordings and transcripts. Managers and admins can export your contacts as a file; each user can export the conversations they can see, including transcripts, and download recordings call by call. There is no extra charge for this. Access is not ownership: the data in Section 10.2 remains ours.

10.7 Sensitive data. You will not upload sensitive personal data, such as health, biometric, financial account, precise location or government identifier data, into the Services, including into notes and other free-text fields.

10.8 Data protection. Where we process personal data on your behalf, our Data Processing Addendum applies and is part of these Terms; you accept it when you accept these Terms. The categories of providers we use are listed on our Subprocessors page. Where the Data Processing Addendum and this Section conflict, the Data Processing Addendum controls for the personal data it covers. How we handle personal data for our own purposes, including data about the people who sign up and the people you call, is in our Privacy Policy.

10.9 What we may keep. Even if you ask us to delete data, we may keep call records, recordings, transcripts, account and verification records and compliance logs for as long as we reasonably need them to respond to a traceback, complaint, audit, regulatory inquiry, subpoena or actual or threatened claim, or to establish or defend a legal claim. We use anything kept on that basis only for that purpose.

10.10 Telephone records. We handle customer proprietary network information (records of who called whom, when and for how long) as federal rules require (47 C.F.R. §§ 64.2001–64.2011) and as our Privacy Policy describes.

11Representations and disclaimer

11.1 Authority. Each party represents that it is properly organized, has authority to enter this agreement, and that the person accepting it is at least 18 years old and authorized to bind it.

11.2 Your ongoing representations. You represent, at all times, that your verification information is accurate and current; that you call only people Section 6.1 allows you to call; that your lists were lawfully obtained and are lawfully used; that you do not use the Services for anything the Acceptable Use Policy forbids; and that neither you nor any of your owners is on any U.S. sanctions or denied-party list.

11.3 Disclaimer. EXCEPT AS THESE TERMS EXPRESSLY STATE, THE SERVICES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT OR GUARANTEE THAT YOUR USE OF THE SERVICES WILL COMPLY WITH ANY CALLING LAW; THAT ANY CALL WILL BE DELIVERED OR CONNECTED; THAT YOUR CALLER ID WILL BE DISPLAYED OR WILL NOT BE LABELED AS SPAM; THAT THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED, SECURE OR ERROR-FREE; THAT ANY DATA WILL BE KEPT WITHOUT LOSS OR CORRUPTION; OR THAT ANY AUTOMATED OR AI OUTPUT, INCLUDING TRANSCRIPTS, CALL SUMMARIES, ANSWERING-MACHINE DETECTION, LEAD ENRICHMENT AND ANSWERS FROM OUR AI SUPPORT ASSISTANT, IS ACCURATE OR COMPLETE. WE DO NOT PROMISE ANY LEVEL OF UPTIME OR AVAILABILITY, AND NO SERVICE CREDITS APPLY. Telephone service depends on things outside our control, including upstream carriers, call blocking and labeling, and number reputation.

11.4 No emergency calling: read this. The Services do not support emergency calling. Calls to 911 are blocked and will not connect, and you will not use the Services to try to reach emergency services. The Services are not a telephone line and do not replace one; see our No-911 notice. You will keep a separate way to reach emergency services, and you will tell every user of your account that 911 does not work from numbers we assign. To the fullest extent the law permits, we are not liable for any claim arising from an inability to reach emergency services through the Services, and you will indemnify us against any such claim under Section 14.1.

11.5 Integrations. The Services can connect to products you choose, such as your CRM. We do not warrant or take responsibility for any third-party product, for its availability, or for what it does with data you send to it, and your use of it is governed by your agreement with its provider. We are not liable for a failure of the Services caused by a third-party product, including a failure that stops a setting, suppression or record from syncing.

11.6 Security incidents. We use the measures described on our Security page, and we may change them over time. No system is completely secure, and we do not guarantee that the Services or your data will be free from unauthorized access, hacking, malware, interruption or loss. To the fullest extent the law permits, we are not liable for any loss arising from unauthorized access to or use of the Services or your data. We will notify you of a breach where the law requires it.

11.7 Your copies of your data. You are responsible for keeping your own copies of the data you need. To the fullest extent the law permits, we are not liable for any loss, corruption or unavailability of data.

11.8 Changes to the Services. We may add, change, suspend or remove any feature of the Services at any time, without liability to you.

12Confidentiality

12.1 Each party will protect the other’s confidential information with at least reasonable care, use it only to perform this agreement, and share it only with staff and advisers who need it and are bound by similar obligations.

12.2 Confidential information does not include information that is or becomes public without a breach, was already known without a duty of confidence, is independently developed, or is rightfully received from someone else.

12.3 Either party may disclose confidential information as law, regulation, subpoena or a regulator requires, with prompt notice where the law allows. We may disclose your identity, verification information, call records and traffic data to regulators, upstream carriers and industry traceback bodies without telling you first where required or where notice is prohibited.

13Ending this agreement

13.1 You may leave at any time. You may stop using the Services and close your account at any time, for any reason, without notice and without a termination fee. Unused balance is not refunded (Section 2.6). To close it, an admin writes to contact@personnect.ai.

13.2 We may end it. We may stop providing the Services on thirty (30) days’ notice for any reason. We may end this agreement immediately, with no chance to cure, if you break Section 5.3, 6.1, 6.2, 6.4, 6.8 or 7.4 or the Acceptable Use Policy; if anything you do, in our reasonable judgment, exposes us to regulatory action or the loss of a carrier relationship; or if you become insolvent.

13.3 What happens at the end. Your access ends and anything you owe becomes due. If an admin asks within thirty (30) days, we will send you an export of your contacts and call history. Your data is otherwise handled as Section 10 and our Privacy Policy describe. Your numbers are released. Payments and balances are not refunded (Section 2.6).

13.4 What survives. Sections 2.6, 2.7, 6.2, 7.4, 7.5, 10, 11.3, 11.4, 11.6, 11.7, 12, 13.3, 13.4, 14, 15 and 16 survive the end of this agreement.

14Indemnification

14.1 By you. You will defend, indemnify and hold harmless Personnect, its affiliates and their officers, managers, employees and agents against any claim, demand, action, investigation, proceeding, fine, forfeiture, penalty, judgment, settlement, loss, cost or expense, including reasonable attorneys’ fees and the cost of responding to regulatory inquiries and tracebacks, arising out of or relating to: (a) your violation or alleged violation of any Calling Law; (b) any call placed through the Services by you or for you, including its content, timing, recipient and caller ID; (c) the recording, monitoring or transcription of any of your calls; (d) your data or any list, including how you obtained it; (e) your breach of these Terms or the Acceptable Use Policy; (f) any inaccuracy in your verification information; or (g) any action by the FCC, the FTC, a state attorney general or another regulator against us, to the extent it arises from your calls.

14.2 No indemnity from us. We do not defend or indemnify you against any claim.

14.3 Shared responsibility. Neither party has to indemnify the other to the extent a claim, fine, penalty, loss or proceeding results from the negligence, willful misconduct, breach of these Terms or violation of law of the party asking for indemnification.

14.4 Procedure. The party asking for indemnification will promptly tell the other party about the claim and cooperate reasonably. The indemnifying party may control the defense and settlement with counsel reasonably acceptable to the other party, but no settlement may admit wrongdoing by, impose non-monetary obligations on, or otherwise materially harm the other party without its prior written consent, which it will not unreasonably withhold.

15Limitation of liability

15.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

15.2 EXCEPT AS SECTION 15.3 PROVIDES, OUR TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNTS YOU PAID US IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

15.3 Sections 15.1 and 15.2 do not apply to: (a) your obligations under Section 14.1; (b) amounts you owe us; (c) either party’s gross negligence, willful misconduct or fraud; or (d) your breach of Section 5.3, 6.1, 6.2, 6.4, 6.8 or 7.4. Your liability under Section 14.1 is not capped.

15.4 Our prices reflect this allocation of risk, and we would not provide the Services without it.

15.5 Any claim arising out of or relating to this agreement must be brought within one (1) year after it first arose, or it is permanently barred, except a claim to collect amounts owed. This applies to the fullest extent the law permits.

16General

16.1 Governing law. Florida law governs these Terms, without regard to its conflict-of-law rules.

16.2 Disputes, arbitration and jury waiver. Before starting an arbitration, the party with the complaint will describe it in writing to the other, and both will try in good faith to resolve it. Neither party may begin an arbitration until thirty (30) days after that notice, except for a claim for amounts owed or a request for injunctive relief. Any dispute arising out of or relating to this agreement will be resolved by binding arbitration before a single arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Palm Beach County, Florida. Each party waives any right to take part in a class, collective or representative proceeding, and waives trial by jury. Either party may bring a claim for amounts owed, or seek injunctive relief to protect intellectual property or confidential information, in the state or federal courts in Palm Beach County, Florida, and both consent to the exclusive jurisdiction of those courts for those purposes.

16.3 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship, and neither party is the agent of the other for any purpose, including under Calling Laws.

16.4 Assignment. Neither party may assign this agreement without the other’s written consent, except to a successor in a merger or a sale of substantially all its assets. We may require a successor of yours to pass our verification first.

16.5 Notices. Notices must be in writing, and email counts. We send notices to the email addresses of your account admins, and you agree to receive notices electronically. Keep those addresses current; a notice sent to them is effective even if they are out of date. Send notices to us at contact@personnect.ai or by nationally recognized courier to the address in Section 1. Notices of suspension, traceback and regulatory matters are effective when sent. Other email notices are effective when sent unless the sender receives a delivery failure.

16.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. This does not excuse payment obligations.

16.7 Publicity. Neither party will use the other’s name or marks in publicity without written consent, except that we may name you in a list of customers.

16.8 Order of precedence. If documents conflict, this order applies: (1) the Data Processing Addendum, for the personal data it covers; (2) these Terms; (3) the Acceptable Use Policy.

16.9 Changes. We may update these Terms on thirty (30) days’ notice. We will publish the new version on this page with its new date and email your admins at least thirty (30) days before it takes effect. Because there is no minimum commitment, your remedy if you object is to stop using the Services before the change takes effect. Continuing to use them after that date is acceptance. A change does not apply to a dispute that either party gave notice of under Section 16.2 before the change took effect.

16.10 Entire agreement. These Terms, with the Acceptable Use Policy and the Data Processing Addendum, are the entire agreement and replace any earlier understanding. Terms in your purchase order or vendor portal have no effect. If a provision is unenforceable, it is narrowed to the minimum extent necessary and the rest stays in force. Not enforcing a provision is not a waiver. Electronic acceptance under Section 17 has the same effect as a handwritten signature.

16.11 No third-party beneficiaries. This agreement is between you and us alone. No one else, including anyone called through the Services, has any right under it.

16.12 Sanctions and export control. You represent that neither you nor any of your owners, officers or users is the target of U.S. sanctions, is on the U.S. Treasury Department’s list of Specially Designated Nationals or any other denied-party list, or is located in a country or territory subject to comprehensive U.S. sanctions. You will not use the Services in violation of any U.S. export control, sanctions or anti-corruption law, including the Foreign Corrupt Practices Act. Breaking this Section permits immediate termination.

17Acceptance

You accept these Terms by ticking “I agree to the Terms of Service” when you create your account or accept an invitation. The box is not ticked in advance, and the account cannot be created until it is ticked. By ticking it, the person accepting agrees to these Terms for the business and represents that they are at least 18 and authorized to bind it (Section 11.1). Accepting these Terms also accepts the Acceptable Use Policy and the Data Processing Addendum, which are part of them.

Where the application also asks your admin to accept the Data Processing Addendum and the Acceptable Use Policy, or to confirm the calling promise, we record those separately. For each document accepted in the application we record the document and its version, the date and time, the IP address, the browser and the user. That record is our evidence of the agreement.

If you would like a signed copy of these Terms, write to contact@personnect.ai.

18Schedule 1: Acceptable Use Policy

Our Acceptable Use Policy is Schedule 1 of these Terms and part of your agreement. The version published there controls, as updated under Section 6.15.