Terms of Service.

1. Acceptance and scope

These Terms of Service ("Terms") form a binding agreement between Teldrip Inc., a Delaware corporation with offices at 1209 Main Street, Austin, TX 78701 ("Teldrip", "we", "us"), and the business or person ("Customer", "you") that accesses or uses the Teldrip platform, including the Pulse and Signal products and any related APIs, websites and documentation (collectively, the "Services").

By creating an account, signing an order form, or otherwise using the Services, you agree to these Terms. 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 that entity. If you do not have such authority, or if you disagree with these Terms, you must not use the Services.

2. Account and eligibility

To use the Services, you must register an account with accurate, complete information and keep that information current. You are responsible for all activity that occurs under your account and for safeguarding your credentials. You must promptly notify us of any unauthorized use or security breach.

You may not use the Services if you are barred from doing so under the laws of the United States or any other jurisdiction in which you reside or use the Services. The Services are not directed to children under the age of 13.

3. License grant

Subject to your compliance with these Terms and timely payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the term of your subscription.

We retain all right, title and interest in and to the Services, including all software, models, documentation, content, designs and trademarks. No rights are granted to you other than as expressly set forth in these Terms.

4. Acceptable use

You agree not to, and will not permit any third party to:

• Use the Services to send unlawful, fraudulent, harassing, defamatory or otherwise objectionable communications;
• Place calls, send messages or initiate communications in violation of the Telephone Consumer Protection Act (TCPA), the National Do-Not-Call Registry, state telemarketing laws, CAN-SPAM, GDPR, CCPA/CPRA, or any other applicable communications, privacy or consumer-protection law;
• Attempt to gain unauthorized access to the Services, related systems, networks, or data;
• Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Services, except to the extent expressly permitted by law;
• Use the Services to develop a competing product or service, or for benchmarking purposes without our written consent;
• Resell, sublicense or commercially exploit the Services beyond the rights expressly granted in your subscription;
• Interfere with or disrupt the integrity or performance of the Services, including by injecting malicious code or exceeding documented rate limits.

We may suspend or terminate your use of the Services if, in our reasonable judgment, your use violates this Section or threatens the security, integrity or availability of the Services for other customers.

5. Fees and payment

You agree to pay all fees specified in your order form or in the Services dashboard, in accordance with the billing terms in effect at the time of purchase. Unless otherwise stated, fees are quoted and payable in U.S. dollars, are non-refundable, and do not include taxes, levies or duties imposed by taxing authorities.

If you fail to pay any fee when due, we may suspend access to the Services until payment is received, charge interest at the lesser of 1.5% per month or the maximum rate permitted by law, and recover any reasonable costs of collection. Disputed charges must be raised in good faith within 30 days of the invoice date.

6. Customer data

"Customer Data" means call recordings, transcripts, contact information, conversation metadata and any other content that you or your end users submit to or generate through the Services. As between you and Teldrip, you retain all right, title and interest in your Customer Data.

You grant Teldrip a worldwide, non-exclusive license to use, process and store Customer Data solely to provide and improve the Services, to comply with law, and as otherwise permitted in our Privacy Policy and Data Processing Addendum.

7. Confidentiality

Each party may have access to information of the other that is non-public, confidential or proprietary ("Confidential Information"). Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own (but no less than reasonable care), and to use it only as necessary to exercise its rights or perform its obligations under these Terms.

8. Term and termination

These Terms remain in effect for the duration of your active subscription. Either party may terminate for material breach upon 30 days' written notice if the breach has not been cured within that period. We may suspend or terminate the Services immediately for any violation of Section 4 (Acceptable Use), non-payment beyond 30 days past due, or if continued service would expose us or other customers to legal or security risk.

Upon termination, your right to use the Services ends and we will, on written request received within 30 days of termination, make Customer Data available for export in a structured, machine-readable format. After 30 days we may delete Customer Data in accordance with our retention policies.

9. Warranties and disclaimers

We warrant that the Services will perform materially in accordance with our published documentation. Except for this express warranty, the Services are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

10. Limitation of liability

To the maximum extent permitted by applicable law, in no event will either party's aggregate liability arising out of or related to these Terms exceed the amounts paid by you to Teldrip for the Services in the 12 months preceding the event giving rise to the claim.

Neither party will be liable for any indirect, incidental, consequential, special or punitive damages, including lost profits, lost revenue or lost data, even if advised of the possibility of such damages. These limitations apply regardless of the legal theory on which the claim is based.

11. Indemnification

You agree to defend, indemnify and hold harmless Teldrip and its affiliates, officers, directors and employees from and against any third-party claim, demand, loss or expense (including reasonable attorneys' fees) arising out of (a) your use of the Services in violation of these Terms, (b) any communications you initiate or content you submit through the Services, or (c) your violation of any applicable law or third-party right.

12. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and the parties consent to the personal jurisdiction of those courts.

13. Changes and contact

We may revise these Terms from time to time. We will post the updated version on this page and update the "Last updated" date above. For material changes, we will provide at least 30 days' notice via email or in-product notification. Continued use of the Services after the changes take effect constitutes acceptance of the updated Terms.

If you have any questions, contact us at legal@teldrip.com or write to Teldrip Inc., 1209 Main Street, Austin, TX 78701, United States.