Terms of Service

1. Acceptance of Terms

Welcome to AgentPortal. These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Customer") and AgentPortal, Inc. ("AgentPortal," "we," "us," or "our") governing your access to and use of the AgentPortal platform, including our website, voice AI agents, APIs, and related services (collectively, the "Services").

By accessing or using our Services, creating an account, or clicking "I Agree," you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Services.

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

2. Service Description

AgentPortal provides a cloud-based platform for creating, deploying, and managing AI-powered voice agents for business communications. Our Services include:

• Voice AI agent creation and configuration tools
• Phone number provisioning and call routing
• Natural language processing and voice synthesis
• Call recording, transcription, and analytics
• Integration capabilities with third-party systems
• Dashboard and reporting tools
• Customer support and documentation

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice, though we will use reasonable efforts to notify you of material changes.

3. Account Registration and Eligibility

3.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts to use our Services. By using the Services, you represent and warrant that you meet these requirements.

3.2 Account Creation

To access certain features of the Services, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities under your account
• Not share your account credentials with others
• Not create multiple accounts for the same business entity without authorization

3.3 Account Suspension and Termination

We reserve the right to suspend or terminate your account if you violate these Terms, engage in fraudulent activity, or for any other reason at our sole discretion, with or without notice.

4. Subscription Plans and Billing

4.1 Subscription Tiers

We offer various subscription plans with different features and usage limits. Current plans and pricing are available on our website. We reserve the right to modify our pricing and plans at any time.

4.2 Billing

• Payment Terms: Subscriptions are billed in advance on a monthly or annual basis, depending on your chosen plan.
• Payment Methods: You must provide a valid payment method (credit card, debit card, or other approved method).
• Auto-Renewal: Subscriptions automatically renew at the end of each billing period unless canceled.
• Price Changes: We will provide at least 30 days' notice of any price increases. Continued use after the notice period constitutes acceptance.
• Usage-Based Charges: Certain features may incur additional usage-based charges (e.g., per-minute call fees, additional phone numbers, API calls).
• Taxes: All fees are exclusive of applicable taxes, which you are responsible for paying.

4.3 Free Trials

We may offer free trials for new customers. At the end of the trial period, your subscription will automatically convert to a paid plan unless you cancel before the trial ends. No refunds are provided for partial trial periods.

4.4 Refund Policy

All fees are non-refundable except as required by law or as expressly stated in these Terms. If you cancel your subscription mid-billing cycle, you will retain access until the end of the current billing period, but no refund will be issued for the unused portion.

4.5 Late Payment and Suspension

If payment fails or is declined, we may suspend your access to the Services until payment is received. We reserve the right to charge late fees and pursue collection for overdue amounts. You remain responsible for all fees incurred during suspension.

5. Acceptable Use Policy

5.1 Permitted Uses

You may use the Services for lawful business purposes consistent with these Terms and applicable laws.

5.2 Prohibited Uses

You agree NOT to use the Services to:

• Violate any local, state, national, or international law or regulation
• Infringe upon the intellectual property rights of others
• Transmit harmful, offensive, or illegal content
• Harass, threaten, or abuse others
• Impersonate any person or entity or misrepresent your affiliation
• Engage in spam, telemarketing, or unsolicited communications in violation of applicable laws (including TCPA, CAN-SPAM)
• Make robocalls or automated calls in violation of regulations
• Collect or store personal data about others without proper consent
• Interfere with or disrupt the Services or servers/networks connected to the Services
• Attempt to gain unauthorized access to any portion of the Services
• Reverse engineer, decompile, or disassemble any part of the Services
• Remove, obscure, or alter any proprietary notices
• Use the Services for competitive analysis or to build a competing product
• Resell or redistribute the Services without authorization
• Use automated systems (bots, scripts) except as explicitly permitted by our API terms
• Engage in any activity that could harm minors
• Make false emergency calls or calls that could endanger public safety
• Engage in fraudulent activity or money laundering

5.3 Compliance with Telecommunications Laws

You are solely responsible for ensuring your use of the Services complies with all applicable telecommunications laws and regulations, including but not limited to:

• Telephone Consumer Protection Act (TCPA)
• Telemarketing Sales Rule (TSR)
• CAN-SPAM Act
• National Do Not Call Registry requirements
• State and local telemarketing laws
• Call recording consent laws (one-party vs. two-party consent jurisdictions)
• GDPR, CCPA, and other privacy regulations

5.4 Content Monitoring

While we do not routinely monitor Customer Content, we reserve the right to review content, call recordings, and usage patterns to ensure compliance with these Terms. We may remove content or suspend accounts that violate these Terms.

6. Call Recording and Consent

6.1 Recording Consent Requirements

You are solely responsible for obtaining all necessary consents to record phone calls in accordance with applicable federal, state, and local laws. Laws vary by jurisdiction:

• One-Party Consent: In some jurisdictions, only one party to the call must consent to recording.
• Two-Party/All-Party Consent: Other jurisdictions require all parties to consent before recording.
• Notice Requirements: Some laws require specific disclosures or beep tones during recording.

You agree to configure your AI agents to provide appropriate notice and obtain consent as required by law. AgentPortal provides tools to facilitate compliance (e.g., customizable greeting messages), but you remain solely responsible for legal compliance.

6.2 Indemnification for Recording Violations

You agree to indemnify and hold AgentPortal harmless from any claims, damages, or penalties arising from your failure to obtain proper recording consent or comply with applicable recording laws.

7. Intellectual Property Rights

7.1 AgentPortal's Rights

The Services, including all software, technology, designs, graphics, user interfaces, trademarks, logos, and other content provided by AgentPortal ("AgentPortal Content"), are owned by or licensed to AgentPortal and protected by intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. All rights not expressly granted are reserved by AgentPortal.

7.2 Customer Content

You retain all ownership rights in the content you provide to the Services, including agent scripts, prompts, call recordings, customer data, and other materials ("Customer Content"). By using the Services, you grant AgentPortal a worldwide, non-exclusive, royalty-free license to use, process, store, and display Customer Content solely to provide and improve the Services.

7.3 Feedback

If you provide feedback, suggestions, or ideas about the Services ("Feedback"), you grant AgentPortal an unlimited, irrevocable, perpetual, royalty-free license to use and incorporate such Feedback without compensation or attribution.

7.4 Restrictions

You may not:

• Copy, modify, or create derivative works of the Services
• Reverse engineer or attempt to extract source code
• Remove or modify any proprietary notices
• Use AgentPortal's trademarks without written permission
• Frame or mirror any part of the Services

8. Data Privacy and Security

8.1 Privacy Policy

Our collection, use, and protection of your information is governed by our Privacy Policy at /privacy, which is incorporated into these Terms by reference.

8.2 Data Processing

To the extent you provide AgentPortal with personal data of third parties (e.g., your customers' information during calls), you represent and warrant that:

• You have the legal right to share such data with AgentPortal
• You have obtained all necessary consents and provided required notices
• Your use of the Services complies with all applicable privacy laws (GDPR, CCPA, etc.)
• You have a lawful basis for processing such personal data

8.3 Data Processing Addendum

For customers subject to GDPR or similar data protection laws, our Data Processing Addendum (available upon request) governs our processing of personal data and is incorporated into these Terms.

8.4 Security

We implement industry-standard security measures to protect your data. However, no system is completely secure. You acknowledge that you provide data at your own risk and AgentPortal cannot guarantee absolute security.

9. Third-Party Services and Integrations

9.1 Third-Party Providers

The Services rely on third-party providers for certain functionality, including:

• Voice synthesis (ElevenLabs, OpenAI)
• Natural language processing (Anthropic Claude)
• Telephony services (Retell AI, Twilio, Telnyx)
• Payment processing (Stripe)
• Cloud infrastructure (AWS, Google Cloud)

Your use of these third-party services through AgentPortal is subject to their respective terms and privacy policies. We are not responsible for third-party services or their availability, functionality, or compliance.

9.2 Third-Party Integrations

If you choose to integrate the Services with third-party applications (CRMs, calendars, etc.), you authorize AgentPortal to access and exchange data with those services on your behalf. You are responsible for maintaining the security of your third-party accounts.

10. Service Level and Support

10.1 Uptime Target

We strive to maintain 99.9% uptime for our Services (excluding scheduled maintenance). However, we do not guarantee uninterrupted or error-free service.

10.2 Maintenance

We may perform scheduled maintenance with advance notice. Emergency maintenance may occur without notice. We are not liable for any downtime or service interruptions.

10.3 Support

Support availability varies by subscription plan:

• Starter Plan: Email support (business hours, 48-hour response time)
• Professional Plan: Email and chat support (24/5, 24-hour response time)
• Enterprise Plan: Priority support with dedicated account manager (24/7, 4-hour response time)

11. Warranties and Disclaimers

11.1 Limited Warranty

We warrant that the Services will substantially conform to our published documentation under normal use. This warranty is void if you modify the Services or use them improperly.

11.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

We do not warrant that:

• The Services will meet your specific requirements
• The Services will be uninterrupted, timely, secure, or error-free
• Results obtained from the Services will be accurate or reliable
• Defects will be corrected
• AI-generated responses will always be appropriate or accurate

11.3 AI Limitations

You acknowledge that AI technology has limitations and may produce inaccurate, incomplete, or inappropriate responses. You are responsible for:

• Properly configuring and testing your AI agents
• Monitoring agent performance
• Implementing appropriate safeguards and human oversight where necessary
• Not relying solely on AI for critical decisions without human review

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENTPORTAL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF AGENTPORTAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

AGENTPORTAL'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO AGENTPORTAL IN THE 12 MONTHS PRECEDING THE CLAIM, OR $100, WHICHEVER IS GREATER.

12.3 Exceptions

The limitations in this Section do not apply to:

• Your indemnification obligations
• Your breach of intellectual property rights
• Your violation of applicable laws
• Liability that cannot be limited by law

13. Indemnification

13.1 Your Indemnification

You agree to indemnify, defend, and hold harmless AgentPortal, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any law or regulation
• Your violation of third-party rights (including intellectual property or privacy rights)
• Customer Content you provide
• Your failure to obtain necessary call recording consents
• Claims by your customers or call recipients
• Your negligence or willful misconduct

13.2 Defense and Settlement

AgentPortal reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You will not settle any claim without AgentPortal's prior written consent.

14. Term and Termination

14.1 Term

These Terms commence when you first access the Services and continue until terminated as described below.

14.2 Termination by You

You may cancel your subscription at any time through your account settings or by contacting support. Cancellation takes effect at the end of your current billing period. You remain responsible for all charges incurred prior to cancellation.

14.3 Termination by AgentPortal

We may terminate or suspend your access immediately, without prior notice, for:

• Violation of these Terms
• Fraudulent or illegal activity
• Non-payment
• Excessive or abusive use that affects service performance
• Conduct that harms AgentPortal or other users
• Court order or legal requirement

14.4 Effect of Termination

Upon termination:

• Your right to access and use the Services immediately ceases
• You remain liable for all outstanding fees and charges
• We may delete your account and data after 30 days (you should export your data before termination)
• Provisions that by their nature should survive (indemnification, limitation of liability, dispute resolution) will continue to apply

14.5 Data Export

You may export your call recordings, transcripts, and other data through your account dashboard before termination. After account deletion, data recovery may not be possible.

15. Dispute Resolution

15.1 Informal Resolution

Before filing a formal claim, you agree to contact us at legal@310mgmt.xyz and attempt to resolve the dispute informally for at least 30 days.

15.2 Binding Arbitration

If informal resolution fails, you agree that any dispute arising from or relating to these Terms or the Services will be resolved through binding arbitration, rather than in court, except as provided below.

The arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will take place in [Your State/Location], or remotely via videoconference.

15.3 Exceptions to Arbitration

Either party may bring a lawsuit in court for:

• Intellectual property infringement claims
• Small claims court matters (under jurisdictional limits)
• Injunctive or equitable relief

15.4 Class Action Waiver

YOU AND AGENTPORTAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, AND REPRESENTATIVE ACTIONS ARE NOT PERMITTED.

15.5 Governing Law

These Terms are governed by the laws of [Your State], without regard to conflict of law principles. Any court proceedings (for matters not subject to arbitration) must be brought in the state or federal courts located in [Your County], [Your State], and you consent to the exclusive jurisdiction of those courts.

16. Export Compliance

The Services may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and import laws and will not:

• Use the Services in violation of U.S. export laws
• Access the Services from embargoed countries
• Use the Services if you are on any U.S. government prohibited parties list

17. Changes to Terms

We may modify these Terms at any time. If we make material changes, we will:

• Update the "Last Updated" date
• Notify you via email at least 30 days before the changes take effect
• Post a notice on our website

Your continued use of the Services after the effective date constitutes acceptance of the modified Terms. If you do not agree to the changes, you must cancel your subscription before the effective date.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and AgentPortal regarding the Services and supersede all prior agreements and understandings.

18.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

18.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of AgentPortal.

18.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this provision is void.

18.5 Force Majeure

AgentPortal will not be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or acts of third-party service providers.

18.6 Independent Contractors

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

18.7 Third-Party Beneficiaries

These Terms are for the benefit of you and AgentPortal only and do not confer any rights on third parties, except that our affiliates and service providers are third-party beneficiaries of your obligations and our limitations of liability.

18.8 Notices

Notices to you may be sent to the email address associated with your account. Notices to AgentPortal must be sent to legal@310mgmt.xyz. Notices are deemed received when delivered.

18.9 Headings

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