Terms of Service
Effective Date: August 11, 2026
These Terms of Service (the “Terms”) are a binding agreement between GardinDS LLC, doing business as OpenCalls (“OpenCalls,” “we,” “us,” or “our”), and the business or other legal entity that purchases, accesses, or uses the Service (“Customer,” “you,” or “your”).
IMPORTANT SUBSCRIPTION TERMS
Please read these Terms carefully before purchasing or using OpenCalls.
• OpenCalls is offered for business use, not personal, family, or household use.
• The OpenCalls Essential plan costs $397 per billing month, plus applicable taxes, unless a different price is stated in a signed Order.
• The subscription automatically renews each month until canceled.
• Each billing cycle includes up to 600 Service Minutes. Unused minutes do not roll over.
• We do not impose an undisclosed per-minute overage charge. If usage reaches or exceeds 600 Service Minutes, we may limit, suspend, or modify service, or require your written agreement to a different plan or add-on before additional charges apply.
• You may cancel future renewals through the Stripe-hosted customer portal or by contacting support before the next billing date. Cancellation normally takes effect at the end of the then-current paid billing period.
• Except where required by law or expressly stated in a signed Order, fees are non-refundable and are not prorated.
• The Service uses artificial intelligence and third-party telecommunications and technology providers. It may make mistakes and is not guaranteed to be uninterrupted, error-free, or suitable for emergencies or regulated data.
• Depending on configuration, calls may be processed, transcribed, summarized, or recorded. Customer is responsible for required notices, consents, and lawful instructions.
At checkout, you must affirmatively check the required box stating that you agree to these Terms and the Privacy Policy before you can purchase the Service. The checkout page links to both documents and displays the recurring price and renewal terms. By checking that box and completing checkout, signing an Order that incorporates these Terms, or later accepting an updated version through an equivalent affirmative process, you agree to these Terms. If you do not agree, do not purchase or use the Service. Mere website browsing does not by itself constitute acceptance.
1. BUSINESS ELIGIBILITY AND AUTHORITY
1.1 Business use only. The Service is intended for businesses and professional organizations. You represent that you are obtaining the Service primarily for commercial purposes and not for personal, family, or household use.
1.2 Authority. If you accept these Terms for a company or other entity, you represent and warrant that you have authority to bind that entity. That entity is the Customer under these Terms.
1.3 Age and legal capacity. You represent that you are at least 18 years old and legally capable of entering into this agreement.
1.4 Electronic agreement. Your electronic acceptance has the same effect as a handwritten signature. You consent to receive agreements, notices, invoices, and other communications electronically. OpenCalls and its service providers may retain checkout records, timestamps, version identifiers, payment records, and related evidence of acceptance.
2. DEFINITIONS AND CONTRACT DOCUMENTS
2.1 “Order” means the applicable Stripe Checkout page together with the terms displayed and accepted at checkout, a signed order form, or another written purchasing document expressly accepted by OpenCalls that identifies the Service, price, term, or included features. A draft, automatically generated proposal, sales estimate, return-on-investment projection, or onboarding response is not an Order unless it is expressly identified as one and accepted by both parties.
2.2 “Customer Data” means information, content, instructions, scripts, call-routing details, business materials, caller information, call content, transcripts, summaries, messages, and other data submitted to or processed through the Service on Customer’s behalf.
2.3 “Service” means the OpenCalls AI-powered receptionist service, including configured call handling, lead capture, summaries, notifications, integrations, support, and related features made available under an Order.
2.4 “Service Minute” means a minute of call time attributed to Customer by OpenCalls’ or its underlying service platform’s usage records. Measurement may include connected AI-handled time and may round partial minutes according to the underlying platform’s then-current measurement method. Test calls, spam calls, transferred calls, and other connected calls may count when the underlying platform records them as usage.
2.5 Order of precedence. If documents conflict, the following order controls: (a) a signed Order that expressly identifies and overrides a section of these Terms; (b) any signed data processing addendum, solely for data-protection issues; (c) these Terms; and (d) onboarding information, proposals, website copy, or other materials. Automatically generated proposals, activation estimates, savings estimates, and marketing statements do not override these Terms and are not guarantees. No setup fee, overage fee, custom feature, launch date, or result is binding unless it appears in the applicable Order or another writing expressly accepted by OpenCalls.
3. SERVICE SCOPE, CONFIGURATION, AND ACTIVATION
3.1 Service description. The Service may answer inbound calls using an AI-generated voice, follow Customer-approved instructions, collect information, provide general business information, summarize calls, route or transfer calls, send notifications, and support other configured workflows. Available features depend on the applicable Order, configuration, provider capabilities, and third-party availability.
3.2 Configuration. Customer must provide complete, accurate, lawful, and current onboarding information, business hours, escalation contacts, frequently asked questions, routing instructions, disclosures, and other materials reasonably requested by OpenCalls. OpenCalls may rely on that information without independently verifying it.
3.3 Activation. Payment starts the subscription unless the Order expressly states otherwise. Configuration begins after OpenCalls receives payment and complete onboarding information. The Service is not considered ready for live traffic until required routing is available, reasonable testing is completed, and Customer approves or begins using the configured call flow. Payment does not guarantee immediate activation. Customer-caused delay, incomplete information, unavailable routing, or delayed approval does not pause billing or create a refund right.
3.4 Changes. Customer-requested changes may require testing, additional time, or a separate fee or Order. OpenCalls may decline instructions that are unlawful, unsafe, deceptive, technically unsupported, or inconsistent with these Terms.
3.5 No service-level agreement. Unless a signed Order expressly states otherwise, response times, activation estimates, uptime statements, and support targets are goals only and are not warranties or service-level commitments.
4. SUBSCRIPTION, FEES, TAXES, AND PAYMENT AUTHORIZATION
4.1 Plan price. The OpenCalls Essential plan is $397 per monthly billing cycle plus applicable taxes and includes up to 600 Service Minutes, unless a different price or allowance appears in a signed Order.
4.2 Automatic renewal. The subscription begins when checkout is completed and automatically renews for successive monthly billing periods at the then-applicable price until canceled or terminated under these Terms. Before purchase, checkout will present the recurring price, billing frequency, and a link to these Terms. OpenCalls will not use a preselected acceptance box.
4.3 Payment authorization. Customer authorizes OpenCalls and its payment processor, Stripe, to charge the payment method on file for recurring subscription fees, applicable taxes, and any other amount Customer separately authorizes in writing. Stripe processes payment-card information under its own terms and privacy policy. OpenCalls does not ordinarily receive full payment-card numbers.
4.4 Taxes. Fees exclude sales, use, excise, telecommunications, value-added, and similar taxes unless checkout states otherwise. Customer is responsible for applicable taxes other than taxes based on OpenCalls’ net income.
4.5 Failed payments. Stripe or OpenCalls may retry failed charges and send payment-update notices. OpenCalls may suspend or limit the Service for overdue amounts. Customer remains responsible for amounts accrued before suspension or termination, together with reasonable collection costs to the extent permitted by law.
4.6 No setoff. Customer will pay amounts due without setoff, deduction, or withholding except where required by law.
4.7 Billing disputes. Customer must notify OpenCalls of a good-faith billing dispute promptly and, where legally permitted, within 30 days after the charge. Initiating a chargeback does not itself cancel the subscription. This section does not waive rights that cannot lawfully be waived.
5. SERVICE MINUTES AND USAGE ABOVE THE INCLUDED AMOUNT
5.1 Included usage. Each billing cycle includes up to 600 Service Minutes. Unused Service Minutes expire at the end of the billing cycle and do not roll over, transfer, or create a credit.
5.2 System of record. OpenCalls’ and its underlying platform’s usage records are the authoritative measurement absent manifest error. Usage displays and notices may be delayed and are estimates. Customer should not rely on a warning as its sole method of monitoring business continuity.
5.3 Courtesy notices. When reasonably practical, OpenCalls may send a courtesy notice as usage approaches or reaches the included amount. Failure to send or receive a notice does not increase the included allowance or obligate OpenCalls to continue service above it.
5.4 No undisclosed overage charge. OpenCalls will not automatically impose a per-minute overage price that Customer did not previously accept. Additional fees require Customer’s written acceptance of a revised plan, add-on, or Order.
5.5 Operational response to excess usage. If Customer reaches or exceeds 600 Service Minutes in a billing cycle, OpenCalls may, with notice when reasonably practical: (a) continue some or all Service temporarily as a revocable courtesy; (b) reduce, throttle, or limit features or call handling; (c) suspend some or all Service until the next billing cycle; or (d) require Customer to accept a higher-capacity plan or add-on. Temporary continued service does not increase future allowances or waive this section.
5.6 Customer continuity plan. Customer is responsible for maintaining an alternate telephone, voicemail, forwarding, or human-response plan. OpenCalls is not liable for missed, delayed, or unanswered calls resulting from excess usage, suspension, routing changes, or Customer’s failure to maintain a backup.
6. CANCELLATION, NONRENEWAL, AND REFUNDS
6.1 How to cancel. Customer may cancel future renewals through the Stripe-hosted customer portal or by contacting OpenCalls using the contact information in Section 27. OpenCalls will not require a telephone call as the only cancellation method. Customer should submit cancellation before the next billing date and retain confirmation.
6.2 Effective date. Unless law requires otherwise, cancellation takes effect at the end of the then-current paid billing period. A request received after a renewal charge may apply to the following billing period.
6.3 No prorated refunds. Except where required by law or expressly promised in a signed Order, fees are non-refundable, and OpenCalls does not provide prorated refunds or credits for partial periods, unused minutes, Customer-caused delays, configuration changes, low usage, or cancellation.
6.4 Termination by OpenCalls without cause. OpenCalls may discontinue the Service or terminate a subscription without cause on reasonable notice. If OpenCalls ends a prepaid period without cause and does not provide materially equivalent service through the end of that period, Customer’s exclusive remedy is a prorated refund of the unused prepaid subscription fee.
7. CUSTOMER RESPONSIBILITIES
Customer will:
(a) provide accurate, complete, current, and lawful instructions and Customer Data;
(b) review and approve greetings, scripts, routing, escalation contacts, notifications, and material configurations before live use;
(c) promptly update changes to hours, services, pricing, policies, locations, contact details, and personnel;
(d) ensure all recipients of summaries, messages, recordings, transcripts, and notifications are authorized to receive them;
(e) maintain control of phone numbers, forwarding settings, accounts, email addresses, and credentials used with the Service;
(f) monitor performance and promptly report material errors or unauthorized activity;
(g) maintain appropriate human oversight and an alternative method for callers to reach the business; and
(h) use the Service and resulting information in compliance with all laws, regulations, professional obligations, and industry rules applicable to Customer, its business, and its callers.
Customer is responsible for decisions made from AI outputs, summaries, transcripts, messages, and caller information.
8. AI DISCLOSURES, CALL RECORDING, TRANSCRIPTION, AND COMMUNICATIONS LAW
8.1 AI identity. Customer understands that callers may interact with an automated or AI-generated voice. OpenCalls will include or require a clear disclosure in the initial greeting that the receptionist is automated or AI-powered. Customer will not remove, obscure, or contradict that disclosure or instruct the Service to falsely impersonate a specific natural person or materially mislead callers about the automated nature of the interaction.
8.2 Recording and transcription. Depending on configuration and provider capabilities, calls may be recorded, transcribed, summarized, or otherwise processed. Where any of those features are enabled, the initial greeting must give a clear disclosure before substantive conversation begins. Because recording-consent rules vary by caller location and some jurisdictions require every party’s consent, Customer must not remove that disclosure and must obtain any additional consent required for its use case. Customer directs the processing and represents and warrants that it has a lawful basis and all notices, permissions, and consents required for every applicable jurisdiction and use.
8.3 Required greeting. Customer will approve and maintain a greeting that accurately states that the caller is interacting with an AI receptionist and, when applicable, that the call may be recorded or transcribed. OpenCalls may add, preserve, or update that disclosure and may refuse or suspend any configuration that omits or undermines it.
8.4 Location-dependent rules. Callers may be located in jurisdictions with different consent, recording, privacy, biometric, telecommunications, or consumer-protection requirements. Customer is responsible for identifying and complying with those requirements and obtaining legal advice for its use case.
8.5 Inbound focus. Unless a signed Order expressly permits otherwise, the Service is for inbound receptionist functions and caller-requested operational follow-up. Customer may not use it for automated outbound marketing, artificial- or prerecorded-voice solicitations, bulk calling, ringless voicemail, mass messaging, cold-lead outreach, or lead generation to persons who have not given the consent required by the Telephone Consumer Protection Act, state telemarketing laws, carrier rules, and do-not-call requirements. A person’s publication of a phone number, status as a business, prior inquiry, or inclusion on a lead list does not by itself establish consent.
8.6 Customer communications. Customer is responsible for the content, recipients, timing, consent, suppression lists, opt-out handling, and legal basis of calls, transfers, follow-ups, emails, or text messages initiated or directed by Customer. Marketing text messages must include legally sufficient identification and opt-out instructions, and opt-out requests must be honored promptly. OpenCalls may require documentary proof of consent, campaign registration, or suppression procedures before enabling an outbound feature.
9. RESTRICTED USES AND SENSITIVE INFORMATION
9.1 Customer will not use or allow the Service to be used:
(a) for unlawful, deceptive, fraudulent, abusive, harassing, discriminatory, defamatory, or infringing activity;
(b) to make emergency decisions, dispatch emergency services, replace 911, or provide crisis response;
(c) to provide medical, legal, financial, tax, insurance, safety-critical, or other professional advice;
(d) to collect or transmit passwords, authentication codes, Social Security numbers, full payment-card or bank-account data, government identification numbers, or similarly sensitive credentials;
(e) to request, intentionally collect, or process protected health information regulated by HIPAA unless OpenCalls has signed a Business Associate Agreement and confirmed in writing that every necessary provider in the processing chain supports the approved HIPAA configuration; a Customer’s own HIPAA status or agreement with another vendor is not sufficient;
(f) to make eligibility, employment, housing, lending, insurance, education, healthcare, or other high-impact decisions about individuals;
(g) to access systems or data without authorization, introduce malicious code, probe security, interfere with the Service, or circumvent usage limits;
(h) to violate sanctions, export controls, anti-corruption laws, privacy laws, intellectual-property rights, or third-party terms; or
(i) in a manner likely to cause material harm to OpenCalls, its providers, Customer, callers, or the public.
9.2 Unsolicited sensitive information. Callers may disclose information without being asked. Customer must configure instructions to minimize unnecessary sensitive data and promptly notify OpenCalls if restricted information is processed. OpenCalls may delete or restrict access to such information where reasonably necessary for legal, security, or provider compliance.
10. AI AND SERVICE LIMITATIONS
10.1 AI systems can misunderstand speech, hallucinate, omit information, misclassify intent, pronounce words incorrectly, fail to follow instructions, or provide inaccurate or incomplete responses.
10.2 OpenCalls does not warrant that every call will connect, be answered, be accurately transcribed or summarized, be transferred, result in a message or appointment, capture every lead, or produce any revenue, conversion, customer-satisfaction, or business outcome.
10.3 Customer must review material configurations and maintain human oversight for appointments, quotes, commitments, escalations, emergencies, sensitive matters, and regulated activity. Unless expressly stated in a signed Order, the Service cannot bind Customer, confirm availability, enter contracts for Customer, or make warranties on Customer’s behalf.
10.4 The Service is not an emergency service, dispatch center, law firm, healthcare provider, financial institution, or substitute for qualified personnel.
11. THIRD-PARTY SERVICES AND TELECOMMUNICATIONS
11.1 The Service depends on third-party telecommunications carriers, AI providers, hosting services, email services, payment processors, software, networks, and integrations. OpenCalls currently uses an underlying AI-receptionist platform supplied by Ulio/TZL Media LLC for material portions of call handling and related processing. Provider outages, delays, errors, policy changes, capacity limits, security events, or discontinued features may affect the Service.
11.2 OpenCalls may select, replace, or modify providers and technical methods. OpenCalls does not control third-party services and is not responsible for their acts or omissions except to the extent liability cannot legally be excluded.
11.3 Customer is responsible for carrier charges, phone forwarding, number ownership, internet access, devices, and third-party accounts not expressly included in an Order.
11.4 Porting, forwarding, caller identification, spam labeling, carrier filtering, and call completion depend on third parties and are not guaranteed.
12. PRIVACY, CUSTOMER DATA, AND SECURITY
12.1 Privacy Policy. The OpenCalls Privacy Policy, available at https://www.opencalls.work/privacy, describes OpenCalls’ processing of personal information and is incorporated by reference. It applies to Customer representatives and people who call or message numbers operated through the Service.
12.2 Customer role. As between the parties, Customer determines the business purposes, scripts, data requested from callers, routing, recipients, and retention needs for Customer’s use of the Service. Customer is generally the business responsible for its caller relationships and is responsible for notices, consents, lawful instructions, and responses to caller requests. Depending on the law and activity, OpenCalls and its providers may act as service providers, processors, independent businesses/controllers for limited operational purposes, or in another legally defined role.
12.3 Limited processing right. Customer grants OpenCalls and its service providers a nonexclusive, worldwide, limited right to host, transmit, reproduce, analyze, transform, and otherwise process Customer Data only as reasonably necessary to provide, secure, support, maintain, and improve the Service, comply with law, and enforce these Terms, subject to the Privacy Policy and any signed data processing addendum.
12.4 Customer ownership. As between the parties, Customer retains its rights in Customer Data. Customer represents that it has all rights and permissions needed to provide Customer Data and authorize its processing.
12.5 Security. OpenCalls will use reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Service. No system is completely secure. Customer is responsible for account security, authorized recipients, strong credentials, and promptly reporting suspected compromise.
12.6 Providers and subprocessors. Customer authorizes OpenCalls to use Ulio/TZL Media LLC and other service providers and subprocessors for telecommunications, artificial-intelligence processing, hosting, analytics, forms, email, support, billing, security, and related operations. Those providers may process call audio, transcripts, messages, caller contact details, appointment information, metadata, configuration data, and other Customer Data necessary for the Service. Processing may occur in the United States or other jurisdictions where providers operate, subject to applicable law.
12.7 Service improvement and model use. Where lawful, OpenCalls and its providers may create and use aggregated or de-identified operational information that does not reasonably identify Customer or a caller to operate, secure, measure, and improve their services. OpenCalls does not authorize call recordings, call transcripts, or end-user SMS opt-in data to train third-party artificial-intelligence models. Ulio currently states that it does not use those categories to train third-party AI models, but may use aggregated or de-identified information to improve its own systems. OpenCalls will not intentionally re-identify de-identified information. Provider practices may change subject to applicable law and the notice provisions in the Privacy Policy.
12.8 Security incidents. Each party will reasonably cooperate regarding a confirmed security incident affecting Customer Data. OpenCalls will provide notices required by applicable law. Customer is responsible for notices arising from Customer’s systems, instructions, recipients, or legal role.
13. CONFIDENTIALITY
13.1 Confidential Information means nonpublic information disclosed by one party that is marked confidential or reasonably should be understood as confidential, including business plans, pricing, security information, Customer Data, call instructions, technical information, and trade secrets.
13.2 The receiving party will use Confidential Information only to perform or receive the Service, protect it using at least reasonable care, and disclose it only to personnel and providers who need it and are bound by confidentiality obligations.
13.3 Confidential Information does not include information that the receiving party can document: (a) is publicly available without breach; (b) was lawfully known without restriction; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the other party’s Confidential Information.
13.4 A party may disclose Confidential Information when legally required if, where lawful, it provides prompt notice and reasonable assistance to seek protection.
13.5 These confidentiality obligations continue for three years after disclosure, except trade-secret obligations continue while the information remains a trade secret and personal information is protected as required by law.
14. INTELLECTUAL PROPERTY AND LICENSES
14.1 OpenCalls and its licensors retain all rights in the Service, software, workflows, templates, prompts, documentation, website, branding, designs, methods, improvements, and related intellectual property, excluding Customer Data.
14.2 During the subscription and subject to these Terms, OpenCalls grants Customer a limited, nonexclusive, nontransferable, non-sublicensable, revocable right to access and use the Service for Customer’s internal business operations.
14.3 Customer will not copy, resell, sublicense, reverse engineer, decompile, scrape, benchmark for publication, remove proprietary notices, create derivative services from, or use the Service to build or train a competing product except where such restriction is prohibited by law.
14.4 If Customer provides feedback or suggestions, Customer grants OpenCalls a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or obligation, provided OpenCalls does not publicly identify Customer without permission.
15. SUPPORT AND SERVICE CHANGES
15.1 Standard support is provided through the contact channels listed on the OpenCalls website. Response times are targets, not guarantees. Support excludes custom development, legal advice, carrier support outside OpenCalls’ control, and work not included in the Order.
15.2 OpenCalls may modify, replace, add, or discontinue features to maintain security, legality, provider compatibility, or operational viability. OpenCalls will use reasonable efforts to notify Customer of a material reduction in core paid functionality when practical.
15.3 Features identified as beta, preview, experimental, or trial may change or end at any time and are provided without warranties or service commitments.
16. SUSPENSION
16.1 OpenCalls may immediately suspend or limit some or all Service if reasonably necessary to address: (a) failed or overdue payment; (b) security risk or suspected unauthorized access; (c) unlawful, prohibited, deceptive, or harmful use; (d) a material breach; (e) provider or carrier requirement; (f) usage above the included amount; or (g) risk to OpenCalls, a provider, Customer, callers, or the public.
16.2 When reasonably practical, OpenCalls will provide notice and an opportunity to cure an ordinary breach before suspension. OpenCalls may act without advance notice for urgent security, legal, payment, provider, or safety reasons.
16.3 During suspension, calls may fail, route elsewhere, reach voicemail, or go unanswered. Customer is responsible for maintaining alternative coverage. Suspension does not waive accrued payment obligations and does not extend the billing period.
17. TERMINATION AND EFFECT OF TERMINATION
17.1 Either party may terminate for material breach if the breach is not cured within 10 days after written notice, unless the breach cannot reasonably be cured or immediate termination is permitted under these Terms.
17.2 OpenCalls may terminate immediately for unlawful or prohibited use, fraud, material security risk, repeated failed payments, conduct likely to harm others, or a provider or legal requirement.
17.3 Upon termination, Customer’s right to use the Service ends. Customer must stop routing calls to the Service and pay all amounts accrued through the effective date.
17.4 Subject to the Privacy Policy, legal requirements, provider limitations, backup cycles, dispute holds, and any signed data processing addendum, OpenCalls may delete Customer Data after termination. Customer is responsible for exporting information it needs before termination. OpenCalls does not guarantee post-termination access or recovery.
17.5 Sections that by their nature should survive will survive, including payment obligations, restricted use, confidentiality, intellectual property, disclaimers, indemnification, liability limits, disputes, and general provisions.
18. DISCLAIMERS
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” OPENCALLS AND ITS LICENSORS AND PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RESULTS, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
OPENCALLS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, AVAILABLE AT ANY PARTICULAR TIME, COMPLIANT FOR CUSTOMER’S PARTICULAR INDUSTRY, OR THAT AI OUTPUTS, CALLS, TRANSFERS, RECORDINGS, TRANSCRIPTS, SUMMARIES, NOTIFICATIONS, OR INTEGRATIONS WILL BE COMPLETE OR ACCURATE.
NO ORAL OR WRITTEN INFORMATION CREATES A WARRANTY UNLESS EXPRESSLY INCLUDED IN A SIGNED ORDER.
19. CUSTOMER INDEMNIFICATION
To the extent caused by Customer or anyone acting through Customer’s account, Customer will defend, indemnify, and hold harmless OpenCalls, its affiliates, providers, licensors, and their respective officers, directors, employees, contractors, and agents from and against third-party claims, government investigations, penalties, fines, damages, judgments, settlements, losses, liabilities, costs, and reasonable attorneys’ fees arising out of or related to:
(a) Customer Data, instructions, scripts, services, offers, representations, or business practices;
(b) Customer’s or an authorized user’s access to or use of the Service;
(c) Customer’s breach of these Terms, an Order, or applicable law;
(d) recording, transcription, privacy, biometric, telemarketing, communications, consent, disclosure, or do-not-call requirements applicable to Customer or its callers;
(e) Customer’s collection or use of sensitive or regulated information;
(f) infringement or misappropriation caused by materials or instructions Customer provides; or
(g) injury or loss caused by Customer’s reliance on AI output, failure to maintain human oversight, or failure to maintain alternative call coverage.
OpenCalls will provide reasonable notice of an indemnified claim and may control the defense and settlement with counsel of its choice. Customer will reasonably cooperate. Customer may not settle a claim in a manner that admits fault by, imposes obligations on, or fails to give a complete release to OpenCalls without OpenCalls’ written consent. Failure to provide prompt notice reduces Customer’s obligations only to the extent materially prejudiced. This Section does not require Customer to indemnify OpenCalls to the extent a final decision determines that the claim was caused by OpenCalls’ fraud, gross negligence, or willful misconduct.
20. LIMITATION OF LIABILITY
20.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPENCALLS AND ITS AFFILIATES, PROVIDERS, LICENSORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OPPORTUNITIES; COST OF SUBSTITUTE SERVICES; OR MISSED, DELAYED, MISHANDLED, OR UNANSWERED CALLS, EVEN IF ADVISED OF THE POSSIBILITY.
20.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF OPENCALLS AND THE PARTIES LISTED ABOVE ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS, AND ALL ORDERS WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID TO OPENCALLS FOR THE THREE MONTHS IMMEDIATELY BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM.
20.3 The exclusions and cap apply regardless of the legal theory and even if a remedy fails of its essential purpose. They do not limit Customer’s payment obligations, Customer’s indemnification obligations, Customer’s infringement or misappropriation of OpenCalls intellectual property or Confidential Information, or liability that cannot legally be excluded or limited. Nothing in these Terms excludes liability for a party’s fraud, gross negligence, or willful misconduct to the extent such liability cannot lawfully be limited.
20.4 Customer acknowledges that the pricing reflects this allocation of risk and that OpenCalls would not offer the Service on the same terms without these limitations.
21. INFORMAL DISPUTE RESOLUTION
Before filing a claim other than one seeking urgent injunctive relief or eligible for small-claims court, the complaining party must send a written notice describing the dispute, relevant facts, requested relief, and contact information. The parties will attempt in good faith to resolve the dispute for 30 days after receipt.
Notices to OpenCalls must be sent to ryan@opencalls.work with the subject line “Legal Dispute Notice.” Customer is responsible for keeping its contact information current.
22. BINDING ARBITRATION, CLASS-ACTION WAIVER, AND JURY WAIVER
22.1 Binding arbitration. Except for an eligible individual small-claims matter or a request for temporary or injunctive relief concerning intellectual property, confidentiality, security, or unauthorized use, any dispute arising out of or relating to the Service, these Terms, or an Order will be finally resolved by confidential, binding arbitration before one arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The rules and fee information are available at https://www.adr.org. Fees and costs will be allocated under those rules unless applicable law requires otherwise.
22.2 Location and procedure. Arbitration will take place remotely unless the arbitrator requires an in-person hearing, in which case it will occur in Maricopa County, Arizona, unless the parties agree otherwise. The arbitrator may award any individual remedy available under applicable law but may not consolidate claims or preside over a class, collective, coordinated, or representative proceeding.
22.3 Class-action waiver. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, COORDINATED, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION.
22.4 Jury-trial waiver. IF A DISPUTE IS NOT ARBITRATED, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY.
22.5 Arbitration severability. If the class-action waiver is unenforceable for a particular claim or remedy, that claim or remedy will be severed and heard by a court after all arbitrable claims are resolved. If arbitration is prohibited or this Section is otherwise unenforceable, Section 23 governs the court proceeding.
22.6 Thirty-day arbitration opt-out. A new Customer may opt out of Sections 22.1 through 22.4 by emailing ryan@opencalls.work within 30 days after first accepting these Terms. The message must identify the Customer, the email used at checkout, and state that the Customer opts out of arbitration. Opting out will not affect any other provision or the Customer’s ability to purchase the Service. An opt-out applies only to that Customer and agreement version.
23. GOVERNING LAW, VENUE, AND TIME LIMIT FOR CLAIMS
23.1 These Terms and disputes are governed by the laws of the State of Arizona, without regard to conflict-of-laws principles, and by applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
23.2 For any court proceeding permitted under these Terms, each party consents to exclusive jurisdiction and venue in the state and federal courts located in Maricopa County, Arizona, and waives objections based on venue or inconvenient forum.
23.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, A CLAIM ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS, OR AN ORDER MUST BE FILED WITHIN ONE YEAR AFTER THE CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED. This limit does not apply to claims for unpaid fees, indemnification, fraud, infringement or misappropriation, breach of confidentiality, or a claim whose limitations period applicable law does not permit the parties to shorten.
24. CHANGES TO THE SERVICE, FEES, AND TERMS
24.1 OpenCalls may update the Service and these Terms for legal, regulatory, security, provider, operational, or business reasons.
24.2 Material changes to these Terms will apply prospectively. OpenCalls will provide notice by email, portal, checkout, website notice, or another reasonable method before the change takes effect when required by law or reasonably practical. If a change materially alters fees, renewal, included usage, dispute resolution, data use, or Customer’s substantive rights or obligations, OpenCalls may require affirmative electronic reacceptance. Continued use after notice constitutes acceptance only where that method is permitted by law and the notice is reasonably conspicuous.
24.3 OpenCalls may change fees or included usage for a future renewal period by providing advance notice. The change will not apply before the next renewal date stated in the notice. Customer may cancel before that renewal if it does not agree.
24.4 A change required urgently for law, security, provider compliance, abuse prevention, or material risk may take effect sooner.
25. FORCE MAJEURE
OpenCalls is not liable for delay, failure, or interruption caused by events beyond its reasonable control, including carrier or provider outages, internet or utility failure, cyberattack, denial-of-service attack, labor dispute, government action, legal or regulatory change, natural disaster, fire, epidemic, war, terrorism, civil disturbance, equipment shortage, or failure of Customer’s systems or providers. This Section does not excuse Customer’s obligation to pay for Service already provided.
26. GENERAL PROVISIONS
26.1 Entire agreement. These Terms, the Privacy Policy, and applicable Orders are the entire agreement about the Service and replace prior or contemporaneous discussions on that subject.
26.2 No reliance; proposal estimates. Customer acknowledges it has not relied on any promise, guarantee, estimate, revenue projection, return-on-investment calculation, activation date, claim that every call or opportunity will be captured, or other representation not expressly included in a signed Order or these Terms. Proposals and estimates may be generated with automated tools and may rely on assumptions that OpenCalls has not independently verified.
26.3 Assignment. Customer may not assign or transfer this agreement without OpenCalls’ prior written consent. OpenCalls may assign it in connection with a merger, acquisition, reorganization, sale of assets, financing, or transfer to an affiliate or successor.
26.4 Independent contractors. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship.
26.5 No third-party beneficiaries. These Terms do not create rights for any third party.
26.6 Waiver. A waiver must be in writing and applies only to the specific instance. Failure to enforce a provision is not a waiver.
26.7 Severability. If a provision is held unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions remain effective.
26.8 Headings. Headings are for convenience and do not affect interpretation.
26.9 Interpretation. “Including” means “including without limitation.” These Terms will not be construed against either party as drafter.
26.10 Counterparts and electronic records. Orders may be accepted in counterparts and electronically. Electronic records and signatures are binding to the extent permitted by law.
27. CONTACT AND NOTICES
Questions, support requests, and cancellation requests may be submitted through https://www.opencalls.work/contact or by email to ryan@opencalls.work.
Legal notices must be sent by email to ryan@opencalls.work with the subject line “Legal Notice.” OpenCalls may send notices to the email address associated with Customer’s checkout, onboarding, account, or most recent communication. Notice is effective when sent unless applicable law requires another method.