These Palera Terms of Service (this “Agreement”) are enteredinto by and between JetSpring, LLC d/b/a Palera (“Palera,” “Company,” “we,”“our,” or “us”) and the entity or person placing an order for, registering for, accessing, or using any Services (“Customer” or “you”). If you are accessing orusing the Services on behalf of a company or other legal entity, you represent and warrant that you are authorized to accept this Agreement on behalf of suchentity, and all references to “Customer” or “you” shall refer to that entity.
The “Effective Date” of this Agreement is the date on which you first create an account, click “Start Free Trial,” “Create Account,” “PayNow,” or otherwise access or use any Service, or the effective date of the first Order Form referencing this Agreement, whichever is earlier. This Agreement will be displayed and you will be asked to accept it at the time youcreate your account or begin your free trial. By doing so, you agree that this Agreement is effective as of that date.
This Agreement incorporates by reference Palera’s Privacy Policy, AI + Voice Supplemental Terms, any applicable Data Processing Addendum, Service Level Addendum, Support Policy, Business Associate Agreement, education-data addendum, and any otherproduct-specific or channel-specific terms Palera makes available from time to time, solely to the extent applicable to the particular Services purchased orused.
Palera may modify this Agreement from time to time. Unless otherwise specified, changes become effective upon your next renewal or new Order Form. Palera may specify that changes take effect sooner if required for legal compliance, security, fraud prevention, AI or channel provider requirements, or carrier mandates. If you object to such changes, you may terminate the affected Service upon written notice and receive a refund of any prepaid unused fees for the terminated portion as your sole remedy.
BY CLICKING “START FREE TRIAL,” “CREATE ACCOUNT,” “PAY NOW,” OR BY ACCESSING OR USING ANY SERVICES, CUSTOMER AGREES TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES IN THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS AND A CLASS ACTION WAIVER. PLEASE READ IT CAREFULLY.
1. DEFINITIONS
As used in this Agreement, the following terms have the meanings set forth below.
“Affiliate”
Any entity that directly or indirectly controls, is controlled by, or is under common control with Customer, where “control” means ownership of, or the right to direct, more than fifty percent (50%) of the voting interests of the relevant entity.
“AI Features”
Any model-assisted or model-generated functionality, including summaries, suggested replies, sentiment, classification, routing recommendations, quality scoring, escalation flags, workflow recommendations, automated dispositions, Voice AI, synthetic speech, agent assist, and related outputs.
“AI Platform Policies”
The then-current usage policies, safety rules, code-of-conduct requirements, model-access conditions, publication restrictions, or similar terms imposed by Third-Party AI Providers.
“Authorized User”
Any employee, contractor, consultant, BPO agent, outsourced service provider, or Affiliate user of Customer who is authorized by Customer to access and use the Services for Customer’s benefit.
“Automated Outbound Communication”
Any outbound voice call, SMS message, MMS message, or other communication initiated by the Services on Customer’s behalf through an automated dialing system, predictive dialer, progressive dialer, preview dialer, artificial or prerecorded voice, automated SMS platform, or similar technology, regardless of whether an AI voice agent is involved in the call or message content.
“Beta Services”
Pre-release, alpha, beta, preview, pilot, early access, sandbox, limited release, or similar non-general-availability features, products, or functionality.
“Channels”
The communications channels supported by the Services, which may include SMS, MMS, WhatsApp, Meta Messenger, Instagram, Facebook, web chat, live chat, email connectors, voice, SIP, BYOC, telephony APIs, and other channels Palera makes available from time to time.
“Confidential Information”
All non-public code, inventions, know-how, business, financial, technical, pricing, customer, roadmap, security, compliance, architecture, legal, and operational information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Palera Technology, performance information relating to any Service, and the negotiated terms of this Agreement are deemed Palera Confidential Information without any marking.
“Connected Services”
Third-party software, SaaS platforms, data sources, channels, carrier accounts, voice providers, identity providers, CRM systems, ticketing tools, payment processors, data warehouses, webhook destinations, or APIs that Customer connects to or uses with the Services.
“Conversation Data”
All data, content, messages, transcripts, recordings, prompts, notes, uploaded files, metadata, analytics events, disposition data, routing data, end-user communications, identifiers, tags, exports, reports, and operational data submitted to, collected by, generated through, or processed by the Services.
“Customer-Designated AI Provider”
Any third-party AI agent provider, AI platform, conversational AI vendor, or AI-powered communications service that Customer selects, contracts with, and directs Palera to integrate with or provide access to through the Services, where such provider is not selected or contracted by Palera as part of its standard platform offering. Customer-Designated AI Providers are distinct from Third-Party AI Providers selected by Palera to power its own AI Features.
“Documentation”
Palera’s then-current user guides, technical documentation, API documentation, implementation instructions, security documentation, and support materials made available to Customer.
“Fees”
All dollar amounts payable by Customer in connection with the Services, including subscription fees, implementation fees, onboarding fees, usage fees, AI processing fees, voice minute fees, Voice AI fees, SMS and messaging fees, live-agent fees, telecom pass-through charges, professional services fees, and any other fees set forth in an Order Form or applicable pricing page.
“Input”
Any data, content, instructions, prompts, examples, transcripts, recordings, rules, playbooks, scripts, contact lists, or training materials submitted by or on behalf of Customer, its Authorized Users, or end users for use by an AI Feature.
“Interaction Records”
All data elements captured during voice or digital interactions conducted through the Services, including call recordings, transcripts, summaries, disposition codes, routing events, and related metadata, stored within the Palera platform.
“Order Form”
Any written or electronic order schedule, SOW, proposal, online checkout page, invoice, or other ordering document referencing this Agreement that sets forth the Services purchased, the Fees, and the applicable Subscription Term.
“Output”
The results generated by AI Features based on Input, including summaries, classifications, suggested replies, routing recommendations, synthetic voice responses, and any other model-generated result.
“Palera Technology”
The Services, Documentation, Palera widgets, APIs, SDKs, routing logic, orchestration layers, prompts, models, dashboards, workflows, code, design, and all derivative works, updates, improvements, and related intellectual property owned or controlled by Palera.
“Prior Express Consent”
Written or oral consent from a person to receive calls or messages on a cellular telephone number or residential line that meets the applicable standard under the TCPA and FCC regulations at the time of contact, including “prior express consent” for informational or transactional messages and calls and “prior express written consent” for telemarketing or advertising messages and calls.
“Prior Express Written Consent”
An agreement that meets the requirements of 47 C.F.R. Section 64.1200(f)(9), including a clear and conspicuous disclosure that the person authorizes Palera or Customer to deliver or cause to be delivered to the person telemarketing calls or messages using an automatic telephone dialing system or an artificial or prerecorded voice, and the person’s signature. Electronic signatures meeting the E-SIGN Act requirements are sufficient.
“Professional Services”
Onboarding, implementation, integration, migration, training, project management, consulting, configuration, custom development, scoping, or other services provided by Palera outside of standard SaaS access.
“Sensitive Data”
Payment card data subject to PCI DSS; protected health information regulated by HIPAA unless covered by a valid BAA; student education records regulated by FERPA unless covered by a valid addendum; “special category” or similarly highly regulated personal data under applicable law; and any other data that Palera expressly designates as prohibited absent written approval.
“Services”
Palera’s software-as-a-service solutions, including omnichannel inboxes, agent workspaces, conversation intelligence, analytics, reporting, APIs, widgets, Voice AI, SMS and messaging services, routing tools, automations, and related support and Professional Services.
“SMS Campaign”
Any outbound or inbound SMS or MMS messaging program, campaign, or workflow operated through the Services by or on behalf of Customer, including transactional messages, marketing messages, appointment reminders, re-engagement campaigns, and survey or feedback programs.
“Subscription Term”
The initial and any renewal term of Customer’s subscription to the applicable Service as set forth in the Order Form or accepted at checkout.
“Suppression List”
The list of telephone numbers, identifiers, or contacts who have opted out of or revoked consent to receive communications through any Channel, which Customer is required to maintain and provide to Palera in accordance with Section 6.
“Taxes”
Any sales, use, GST, VAT, excise, telecom, withholding, regulatory, registration, or similar taxes or levies, other than taxes based on Palera’s net income.
“TCPA”
The Telephone Consumer Protection Act of 1991, 47 U.S.C. Section 227, as amended, together with all implementing regulations promulgated by the Federal Communications Commission, including 47 C.F.R. Part 64, as amended from time to time.
“Third-Party AI Providers”
Third-party providers of models, AI infrastructure, speech-to-text, text-to-speech, embeddings, or related AI services used in connection with AI Features, which may include providers such as OpenAI, Anthropic, Google, Microsoft Azure OpenAI, ElevenLabs, and Deepgram.
“Usage Data”
Technical and operational data concerning Customer’s and end users’ use of the Services, including consumption metrics, message volumes, concurrency, storage usage, latency, routing events, clickstream data, and other telemetry.
“Voice AI Agent”
An AI-powered voice automation workflow configured by Palera that handles inbound or outbound telephone, SIP, or browser-based voice interactions on Customer’s behalf using synthetic speech, natural language processing, and automated decision logic.
“Voice Minute”
A full or partial minute of AI voice interaction time measured from the moment the Palera Voice AI Agent connects to a called or calling party through the end of the interaction, including any hold time pending transfer to a live agent. Fractional minutes are rounded up to the nearest whole minute.
2. SERVICES; ACCESS; OPERATIONS
2.1 Services Overview
Palera provides a hosted, multi-tenant conversation operations platform intended to enable Customer to manage communications across Channels, including human and AI interactions, routing, reporting, compliance tooling, analytics, Voice AI automation, and SMS and messaging services.
2.2 Provision of Services
Each Service is provided on a subscription basis for the applicable Subscription Term. Customer shall purchase, and Palera shallprovide, the Services identified in the applicable Order Form. Some Servicesare subject to additional product-specific terms, including the AI + Voice Supplemental Terms, which areincorporated into and form part of this Agreement to the extent applicable. The AI and Voice provisions in Section 5 of this Agreement and the TCPA and SMS compliance obligations in Section 6 also apply to the extent the applicable Services include those features.
2.3 Access to Services
Customer may access and use the Services solely for its own internal business purposes and subject to the terms of this Agreement, the Documentation, and any scope-of-use restrictions in the applicable Order Form. Access is permitted only by Authorized Users. Customer shall require all Authorized Users to maintain the confidentiality of credentials, user IDs, passwords, API keys, tokens, and SIP credentials and not share such credentials with unauthorized persons. Customer is responsible for all actions taken through Customer’s accounts and credentials. If an Authorized User is no longer employed by or providing services to Customer, Customer shall promptly disable that user’s access.
2.4 APIs, Widgets, and Deployment Code
The Services may include APIs, widgets, JavaScript, HTML tags, SDKs, voice widgets, or other distributed code for use on Customer properties. Subject to this Agreement, Palera grants Customer a limited right during theSubscription Term to implement such code solely to support Customer’s lawful use of the Services. Customer shall deploy and maintain such code strictly in accordance with Documentation. Customer acknowledges that changes to Customer’s websites, applications, telephony environments, or webhooks may impairfunctionality and that Palera shall have no responsibility for issues arising from Customer-side changes.
2.5 API and Throughput Limits
Palera may impose limits on APIs, webhooks, concurrent sessions, voice concurrency, storage, exports, or other system resources. Palera may monitor usage and may limit, throttle, or suspend access if Customer exceeds applicable limits, materially departs from usage assumptions, or negatively affects the security, operability, or integrity of the Services.
2.6 Customer Equipment and Connectivity
Customer is responsible for providing and maintaining its own internet access, telecommunications equipment, CCaaS infrastructure, SIP trunks, carrier accounts, software, and other materials necessary to access and use the Services (“Customer Equipment”). Customer shall promptly notify Palera of any changes to Customer Equipment that may affect the Services. Palera shall not be responsible for any degradation or failure in Services caused by Customer Equipment issues.
2.7 Contractors and Affiliates
Customer may permit its employees, contractors, BPO agents,outsourced service providers, and Affiliates’ employees and contractors toaccess and use the Services as Authorized Users solely for Customer’s benefit, provided Customer remains responsible for their compliance with this Agreement.
2.8 Acceptable Use; General Restrictions
Customer shall not, and shall not permit any third party to:
• rent, lease, sublicense, resell, or provide access to the Services to any third party;
• use the Services to provide a competing hosted service or commercial service bureau;
• reverse engineer, decompile, disassemble, or otherwise seek to obtain source code or non-public APIs, except to the extent expressly permitted by law;
• copy, modify, or create derivative works of the Services or Documentation except as expressly permitted;
• remove or obscure proprietary notices;
• publish or disclose performance, benchmarking, or comparative information about the Services without Palera’s prior written consent;
• use the Services or Outputs to train or improve anycompeting AI or machine learning models or systems;
• use the Services for any unlawful purpose or inviolation of applicable law, including the TCPA, CAN-SPAM Act, CTIA guidelines, FCC regulations, FTC regulations, or any other telecom, privacy, or consumerprotection law; or
• use the Services to transmit unsolicited, deceptive, harassing, infringing, libelous, or unlawful content.
2.9 Free Trial Subscriptions
Palera may offer free trial access to the Services for alimited period (“Trial Period”) as specified during signup. Free trial accessis subject to this Agreement. During the Trial Period, Customer may use the Services at no charge solely to evaluate whether to purchase a paidsubscription. Feature availability during a Trial Period may be limited. At the end of the Trial Period, Customer’s access will automatically cease. There is no automatic conversion to a paid subscription - Customer must actively selectand purchase a subscription plan to continue using the Services after the Trial Period expires. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PALERA WILL HAVE NO WARRANTY, INDEMNITY, SLA, OR SUPPORT OBLIGATIONS WITHRESPECT TO FREE TRIAL ACCESS.
2.10 Beta Services
Customer may choose to use Beta Services at its discretion. Beta Services may be changed, suspended, or discontinued at any time without notice, may not become generally available, and are provided “AS IS” and “AS AVAILABLE” without warranties, SLA commitments, indemnity, support guarantees, or production security commitments.
2.11 Voice, Telephony, and Emergency Services
To the extent the Services include voice, SIP, Voice AI, or telephony-related functionality, Customer acknowledges that such functionalitymay depend on third-party carriers, SIP providers, number providers, and cloud vendors.
IMPORTANT NOTICE — NO EMERGENCY SERVICES SUPPORT: THE SERVICES DO NOT SUPPORT EMERGENCY CALLING AND CANNOT BE USED TO CONTACT EMERGENCY SERVICES SUCH AS 911, 112, OR ANY OTHER EMERGENCY RESPONSE SYSTEM. THE SERVICES ARE NOT DESIGNED OR INTENDED AS A LIFE-SAFETY OR EMERGENCY-RESPONSE SYSTEM. CUSTOMER SHALL: (A) PROMINENTLY DISCLOSE TO ALL END USERS AND AUTHORIZED USERS THAT THE SERVICES CANNOT BE USED TO REACH EMERGENCY SERVICES; (B) ENSURE THAT ALTERNATIVE EMERGENCY COMMUNICATION METHODS ARE AVAILABLE TO ALL END USERS AND AUTHORIZED USERS AT ALL TIMES; AND (C) INCLUDE THIS NOTICE IN ANY USER-FACING DOCUMENTATION, ONBOARDING MATERIALS, OR TERMS OF USE GOVERNING END USER ACCESSTO VOICE FEATURES. PALERA SHALL NOT BE LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS ARISING FROM THE INABILITY TO USE THE SERVICES TO CONTACT EMERGENCY SERVICES.
2.12 Professional Services
Palera may provide Professional Services as described in an Order Form or separately executed statement of work (“SOW”). All work product, custom integrations, configurations, workflows, and code developed by Palera aspart of Professional Services shall be owned exclusively by Palera. Palera hereby grants Customer a limited, non-exclusive, non-transferable license to use such work product solely in connection with the Services during the Subscription Term. Upon expiration or termination, Customer’s license to such work product terminates immediately.
3. CONVERSATION DATA ANDCUSTOMER OBLIGATIONS
3.1 Data Processing
All processing of personal data by Palera on behalf of Customer in connection with the Services will be governed by the applicable Data Processing Addendum, if any, incorporated by reference or executed by theparties. Customers requiring a Data Processing Addendum may contact legal@palera.ai.
3.2 Rights in Conversation Data
As between the parties, Customer retains all rights, title, and interest in and to Conversation Data. Subject to this Agreement, Customergrants Palera a worldwide, non-exclusive, royalty-free right to access, host, process, store, transmit, transcribe, summarize, classify, analyze, display, reproduce, adapt, export, and otherwise use Conversation Data during the term of this Agreement as necessary to provide, support, secure, improve, and operate the Services, to comply with law, and to enforce this Agreement.
3.3 Storage and Retention
Palera provides hosted storage only to the extent explicitly included in the purchased plan and subject to configured retention settings. Palera is not a records retention, archive, or legal hold service unless expressly agreed in writing.
3.4 PII Handling and Data Minimization
Where technically feasible and consistent with the configuration of the applicable Service, Palera will use commercially reasonable efforts to limit the transmission of personally identifiable information to Third-Party AI Providers to what is necessary to deliver the applicable AI Feature. Customer acknowledges that certain Service configurations - including live Voice AI Agent deployments, real-time transcription services, and Customer-Designated AI Provider integrations -require the transmission of full interaction data, including personally identifiable information, to one or more third-party providers in order to function. In such cases, Palera has no obligation to strip, mask, or remove personally identifiable information prior to transmission. Customer is responsible for ensuring that its use of any such configuration is consistent with Customer’s own privacy obligations and any applicable consents obtained from end users.
3.5 Usage Data and De-identified Data
Palera may collect, use, aggregate, anonymize, and de-identify Usage Data and Conversation Data (“Aggregated Data”) and retains all right, title, and interest in and to such Aggregated Data. Palera may use, analyze, reproduce, distribute, sublicense, transfer, and otherwise exploit Aggregated Data for any lawful business purpose, including product development, AI model training, improvement, benchmarking, analytics, security, research, and other internal and external business operations. Aggregated Data will not identify Customer or any individual end user by name. Customer agrees that Palera’s rights in Aggregated Data survive termination or expiration of this Agreement. Palera will not use Customer-identifiable data outside of providing the Services without Customer’s express prior written consent.
3.6 Customer Obligations
Customer is solely responsible for:
• the accuracy, legality, and content of all Conversation Data and for ensuring it has all necessary rights, permissions, and consents toprovide Conversation Data to Palera and authorize its processing under this Agreement;
• providing all notices and obtaining all consents required by law for messaging, calls, AI voice interactions, cookies, webtracking, call recording, transcription, and use of third-party Channels;
• ensuring that all contact data provided to Palera for use in any voice, SMS, or messaging campaign has been collected in compliance with applicable law, including the TCPA, FCC regulations, CTIA guidelines, and applicable state equivalents; and
• maintaining and being able to substantiate such consents upon reasonable request.
3.7 Sensitive Data
Unless expressly agreed in writing through a valid DPA, BAA, FERPA addendum, or other regulated-data rider, Customer shall not use the Services to process, transmit, collect, or store Sensitive Data. Customer acknowledges that the Services are not PCI DSS compliant unless expressly stated in a signed writing.
3.8 Call Recording Consent
Customer is solely responsible for enabling or disabling callrecording features within the Services and for obtaining all consents requiredfor call recording and transcription under applicable federal and state law,including two-party consent requirements in California, Florida, Illinois, Pennsylvania, Washington, and other applicable jurisdictions. Customer’s enabling of recording features constitutes Customer’s confirmation that such consents have been or will be obtained prior to recording any call.
3.9 Data Export and Deletion
During the Subscription Term and for thirty (30) days following termination, Customer may export Conversation Data using available export functionality. After such retrieval window, Palera may delete active copies of Conversation Data, subject to ordinary-course backups, fraud prevention needs, legal holds, telecom recordkeeping obligations, and security logs. Restoration from backups may not be available.
3.10 Customer Indemnification for Data
Customer will defend, indemnify, and hold harmless Palera andits Affiliates, officers, directors, employees, contractors, licensors, and agents from and against any and all third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) Conversation Data; (b) Customer’s use of any Channel, Connected Service, or Customer-owned carrier account; (c) Customer’s failure to obtain required notices or consents; (d) Customer’s breach of this Section 3,Section 5, or Section 6; or (e) Customer’s violation of applicable telecom, privacy, advertising, or AI laws.
4. SECURITY
4.1 Palera Security Measures
Palera will maintain commercially reasonable administrative, technical, and organizational measures designed to protect the confidentiality, integrity, and availability of Conversation Data in Palera’s possession orcontrol.
4.2 Customer Security Responsibilities
Customer is responsible for securing its own systems, SSO configuration, endpoint devices, internal networks, telephony environments, API credentials, webhook destinations, routing rules, CRM integrations, and carrier accounts.
4.3 Security Incidents
Customer shall promptly notify Palera of any suspected or actual security incident affecting Customer’s use of the Services, including credential compromise, webhook compromise, spam events, or abuse complaints. Palera may require Customer to cooperate in mitigation and remediation.
4.4 Sub-Processors and Third-Party Security
Palera will engage Third-Party AI Providers and subprocessorsunder obligations of confidentiality and data security no less protective thanthose in this Agreement. Palera shall not be liable for any unauthorized access, breach, loss, or misuse of Conversation Data caused by or occurringwithin the systems of any Third-Party AI Provider, except to the extent directly caused by Palera’s own gross negligence or willful misconduct.
5. AI + VOICE SERVICES
5.1 Scope of AI + Voice Services
This Section 5 governs Customer’s use of all AI Features and Voice AI services made available by Palera, including Voice AI Agents, transcription, synthetic speech, AI summaries, classification, sentiment, routing assistance, automated outreach, conversation intelligence, and related functionality. By enabling, configuring, purchasing, or using any AI Feature, Customer agrees to the terms of this Section 5. The full AI + Voice Supplemental Terms, which expand on this Section 5, are available at palera.ai/ai-supplemental-terms
5.2 Use of Third-Party AI Providers
Palera’s own AI Features - including sentiment analysis, transcription, summaries, classification, routing assistance, and quality scoring - are powered in part by Third-Party AI Providers selected and managed by Palera. Customer acknowledges and agrees that Palera may transmit Input including personal data contained in Input, to one or more such Third-Party AI Providers as necessary to deliver these AI Features. Such processing is subjectto this Agreement, the applicable DPA, and Palera’s subprocessor practices. This Section 5.2 does not apply to Customer-Designated AI Providers, which are governed exclusively by Section 5.2A.
5.2A Customer-Designated AI Providers
Where Customer selects and directs Palera to integrate with orprovide access to a Customer-Designated AI Provider through the Services, the following terms apply:
• (a) Independent Relationship. The contractual relationship governing the Customer-Designated AI Provider’s services, dataprocessing obligations, compliance representations, and liability is solely between Customer and that provider. Palera is not a party to that relationship and assumes no obligations under it.
• (b) Palera’s Role Limited to Integration. Palera’s sole obligation with respect to a Customer-Designated AI Provider is to providethe technical integration, API connectivity, or platform access necessary to connect the Services to that provider. Palera makes no representations or warranties regarding the Customer-Designated AI Provider’s performance, accuracy, compliance, data security, or fitness for any purpose.
• (c) Customer’s Direct Agreement Required. Before enabling any Customer-Designated AI Provider, Customer represents and warrants that it has executed a direct agreement with that provider covering, atminimum: (i) data processing and privacy obligations consistent with applicable law; (ii) TCPA compliance responsibilities for any communications initiated through that provider; (iii) liability for AI-generated content, errors, oromissions; and (iv) indemnification obligations running from that provider to Customerfor claims arising from the provider’s services.
• (d) No Palera Liability. Palera shall have noliability for any claim, damage, loss, fine, penalty, or regulatory action arising from the acts or omissions of any Customer-Designated AI Provider, including any AI-generated content, automated communications, data breach, compliance failure, or service failure attributable to that provider. Customer shall defend, indemnify, and hold harmless Palera from any and all such claims,including claims asserted against Palera directly.
• (e) Disclosure Requirement. Customer shall identify each Customer-Designated AI Provider in the applicable Order Form prior to enablement and shall promptly notify Palera in writing of any material changeto its relationship with such provider, including termination of the direct agreement.
5.3 Provider Changes and Fallback
Palera reserves the right to substitute, replace, modify, or route between Third-Party AI Providers, model families, model versions, transcription engines, synthetic voice vendors, or related infrastructure at any time for operational, legal, security, availability, cost, or product reasons, provided that Palera uses commercially reasonable efforts to maintain substantially equivalent functionality. Customer acknowledges that Outputs, latency, voice quality, accuracy, and availability may vary based on the provider or model used.
5.4 No Third-Party Model Training on CustomerData
Palera contractually prohibits its Third-Party AI Providersfrom using Customer Data, including Input and Output, to train or improve their generalized foundation models for their own benefit without Customer’s express consent. Any use of de-identified or aggregated data for Palera’s own product improvement purposes is subject to the opt-out mechanism described in Section5.14.
5.5 AI-Generated Content; No Guarantee ofAccuracy
AI-generated voice interactions, summaries, transcriptions, classifications, and responses are probabilistic in nature and may not always be accurate, complete, or appropriate for every context. Palera does not guarantee the accuracy, reliability, or consistency of any AI-generated contentor Voice AI interaction. Synthetic speech may mispronounce names, locations, medical terms, product names, or legal phrases. Transcription results may be imperfect due to accents, background noise, low-quality audio, network conditions, call transfers, carrier distortion, or provider limitations. Customer acknowledges these limitations and accepts sole responsibility formonitoring, reviewing, and validating the performance of the AI Features for Customer’s intended use case.
5.6 Customer Responsibility for AI Use
Customer is solely responsible for its use of the AI Featuresand for any reliance on Output. Customer must determine whether the AI Featuresand any Output are appropriate for Customer’s intended use case, operating environment, and legal and regulatory obligations. Customer must independently review Outputs for accuracy, completeness, appropriateness, and legal sufficiency before relying on them in production, customer-facing, compliance-sensitive, or business-critical workflows.
5.7 No Reliance for Regulated or High-Risk Decisions
Unless expressly agreed by Palera in a separate signed addendum, Customer will not use any AI Feature or Output as the sole basis for legal advice, medical diagnosis or treatment recommendations, employment decisions or worker discipline, credit or insurance decisions, educational admissions or student discipline, housing decisions, criminal justice decisions, or other use cases that are prohibited or high-risk under applicable law.
5.8 Voice AI Agent — Emergency Services Prohibition
IMPORTANT: THE VOICE AI SERVICES AND VOICE AI AGENTS ARE NOT INTENDED FOR EMERGENCY CALLING AND CANNOT BE USED TO CONTACT EMERGENCY SERVICES SUCH AS 911, 112, OR ANY OTHER EMERGENCY RESPONSE SYSTEM. THE SERVICES SHALL NOT BE USED AS A SUBSTITUTE FOR EMERGENCY COMMUNICATIONS SYSTEMS OR LIFE-SAFETY DISPATCH.
Customer shall:
• prominently and clearly notify all end users and Authorized Users that the Voice AI services cannot be used to contact emergency services, prior to or at the point of their first use of any voice feature;
• include this emergency services limitation in any end-user-facing terms of use, onboarding flows, or help documentation governing access to voice features;
• ensure that alternative emergency communication methods (such as standard telephone service) remain available to all end users and Authorized Users at all times; and
• not attempt to use the Services to contact government-sponsored emergency telephone numbers.
Palera shall have no liability for any claim, damage, or loss arising from the inability to use the Services to contact emergency services. Customer will indemnify and hold Palera harmless against any and all such claims.
5.9 Voice AI Agent - Customer Is the Caller
Palera is a software and orchestration provider and is not the initiator, sender, or caller of Customer’s communications transmitted through Customer-configured channels, Customer-owned carrier accounts, or Third-PartyAI Providers selected by Customer, except to the extent expressly required by non-waivable law. Customer is the originating party and sender of all Voice AI communications and is solely responsible for configuring, approving, and owningall Voice AI call scripts, prompts, and content before deployment. Customer maintains and is responsible for records of such approvals.
5.10 TCPA, FCC, and Telecom Compliance - Voice AI Outbound
The following representations and warranties apply specifically to Customer’s use of Voice AI Agents for outbound calling. The general TCPA and SMS compliance obligations applicable to all Automated Outbound Communications are set forth in Section 6. Customer represents and warrants that:
• all contact lists provided to Palera for use in any Voice AI outbound campaign have been collected in compliance with applicable law, including the TCPA, FCC regulations, and CTIA guidelines;
• Customer has obtained, or will obtain prior to go-live, all legally required Prior Express Consent or Prior Express Written Consent from all individuals to be contacted through the Voice AI services;
• Customer’s Suppression List is current, accurate, and has been provided to Palera before campaign launch, and Customer will updatethe Suppression List within one (1) business day of any new opt-out or revocation of consent;
• all Voice AI call content, scripts, and automated messaging have been reviewed and approved by Customer prior to deployment;
• Customer will provide all disclosures required by applicable law to inform recipients that they are interacting with an AI orautomated system; and
• Customer will comply with all applicable quiet-hour restrictions, call frequency limitations, and Do Not Call registry requirements.
Palera will honor all opt-out requests received through the platform within one (1) business day and will not transmit calls to numbers on Customer’s Suppression List once provided. Palera does not provide legal advice. Customer is solely responsible for consulting its own legal counsel regarding TCPA and telecom compliance obligations.
5.11 Voice Cloning and Synthetic Voice Restrictions
Customer will not use any AI Feature to clone, imitate, or materially simulate the voice of any real person without all permissions required by law and contract. Customer will not use AI-generated voices to impersonate individuals, public officials, licensed professionals, or customer personnel in a deceptive or unauthorized manner. Customer is responsible for ensuring its selection and use of any synthetic voice complies with applicable right-of-publicity, voice-cloning, and personality-rights laws in each jurisdiction where calls are made or received.
5.12 AI Usage Restrictions
Customer will not use the AI Features to:
• attempt to bypass safety filters, exfiltrate system prompts, manipulate provider guardrails, or otherwise probe, abuse, or exploitthe AI Features in a way that creates security, legal, or safety risk;
• develop, train, fine-tune, test, or improve any competing AI system, foundational model, or speech model using Inputs, Outputs, logs, traces, or any observations derived from use of the AI Features; or
• engage in manipulation or deception, exploitation of vulnerabilities based on age, disability, or socioeconomic status, prohibited profiling, unlawful surveillance, or other restricted uses under applicablelaw.
5.13 Content Import and Knowledge Sources
If Customer enables content import, scraping, crawling, oringestion of websites, help centers, policies, scripts, transcripts, or otherknowledge sources for use by AI Features, Customer represents that it has all rights and permissions necessary for Palera and its vendors to collect and use such content and that any imported content does not violate any third party’s terms of service, copyright, or database rights. Customer acknowledges that imported content constitutes Conversation Data and shall indemnify Palera forany claim arising from imported content.
5.14 Model Improvement Opt-Out
Customer may opt out of de-identified use of Conversation Datafor model improvement purposes at any time by submitting a written request to privacy@palera.ai. Palera will process opt-out requests within thirty (30) days. Opt-out applies prospectively and does not affect uses that occurred before the opt-out became effective.
5.15 Service Continuity and Third-Party Dependency
Customer acknowledges that the availability, quality, and performance of the AI + Voice Services depend materially on the continuous and reliable operation of Third-Party AI Providers, telecommunications carriers,and network infrastructure. Palera does not guarantee uninterrupted service and shall not be liable for degradation, interruption, or failure resulting from the acts or omissions of any Third-Party AI Provider. In the event of a material and sustained disruption caused by a Third-Party AI Provider that continues uninterrupted for more than thirty (30) consecutive days, Customer may terminate the affected Service upon written notice without payment of an Early Termination Fee.
5.16 Pre-Deployment Review and Ongoing Monitoring
Before deploying any AI Feature in a production environment, Customer shall conduct reasonable testing of prompts, Voice AI scripts, escalation logic, guardrails, disclosures, and fallback paths. Customer shall monitor AI Feature performance on an ongoing basis and promptly investigate material hallucinations, incorrect routing, compliance failures, offensive or misleading outputs, missed escalations, and end-user complaints. Customer shall maintain human escalation paths where appropriate, particularly for complaint handling, crisis communications, regulated decisions, or end-user vulnerabilityscenarios.
6. TCPA COMPLIANCE; SMS AND AUTOMATED OUTBOUND COMMUNICATIONS
This Section 6 sets forth the TCPA, FCC, and related telecom compliance obligations applicable to all Automated Outbound Communications initiated through the Services, including outbound voice calls (whether or not using a Voice AI Agent), SMS Campaigns, MMS campaigns, and all other automated or pre-recorded messaging. The Voice AI-specific requirements in Section 5.10 supplement and do not replace the obligations in this Section 6.
6.1 Customer Is the Sender; Palera Is the Platform Provider
Customer is the sender, caller, and initiating party for all Automated Outbound Communications transmitted through the Services. Palera provides the technology platform and does not independently initiate, author, or control the content or recipient selection for any Automated Outbound Communication. Customer acknowledges that it bears sole legal responsibility as the party that initiates, authorizes, and directs each communication.
6.2 General TCPA Compliance Obligations
Customer represents, warrants, and covenants throughout the Term that, with respect to all Automated Outbound Communications initiated through the Services:
• Customer has obtained, and will maintain records of, all legally required Prior Express Consent or Prior Express Written Consentfrom each recipient prior to transmitting any Automated Outbound Communication, based on the applicable call or message type as specified in the TCPA and FCC regulations;
• all contact lists and telephone numbers provided to Palera for use in any outbound campaign have been collected, maintained, andare being used in compliance with the TCPA, all applicable FCC regulations, and applicable state equivalents, including state telemarketing and do-not-call statutes;
• Customer has scrubbed all outbound contact lists against the National Do Not Call Registry and any applicable state do-not-call registries within the period required by law prior to initiating each campaign;
• Customer’s internal do-not-call and opt-out list (the Suppression List) has been applied to each contact list prior to transmitting any Automated Outbound Communication, and the Suppression List reflects allopt-outs received within the time period required by applicable law;
• Customer will honor all opt-out and revocation-of-consent requests received through any channel within one (1) business day and will update its Suppression List accordingly, and will provide Palera with an updated Suppression List upon request;
• all Automated Outbound Communications will be transmitted only during the permissible calling hours required by the TCPA and applicable state law (8:00 a.m. to 9:00 p.m. local time of the called party, unless a stricter state standard applies);
• Customer will comply with all applicable federal and state restrictions on call frequency and message frequency;
• Customer will not transmit any Automated Outbound Communication using a number that has been reassigned to a new user, andCustomer will implement a process to identify and remove reassigned numbers from its contact lists before initiating each campaign; and
• Customer’s use of the Services will not violate any consent decree, class action settlement, regulatory order, or government commitment to which Customer is a party.
6.3 SMS-Specific Compliance Obligations
In addition to the general obligations in Section 6.2, Customer represents, warrants, and covenants with respect to all SMS Campaigns:
• Customer has obtained Prior Express Written Consent from each recipient prior to transmitting any commercial or telemarketing SMS message, and Prior Express Consent for transactional or informational SMS messages, in each case meeting the applicable standard under the TCPA and FCC regulations;
• all SMS Campaigns are registered and approved under the 10DLC (10-Digit Long Code) framework, or an equivalent carrier registrationprogram, prior to launch, and Customer will maintain such registrations in good standing throughout the Subscription Term;
• all SMS message content has been reviewed and approvedby Customer prior to transmission, and Customer represents that all message content is accurate, not misleading, and complies with CTIA Messaging Principles and Best Practices, applicable carrier messaging guidelines, and all federal and state advertising and consumer protection laws;
• all commercial or marketing SMS messages will include a clear and conspicuous identification of the sender and an opt-out mechanism that complies with applicable law, including a STOP or similar opt-out keyword that is honored within one (1) business day of receipt;
• Customer will not transmit SMS messages from a short code, long code, or toll-free number without completing all required carrier vetting, registration, and approval processes specific to that number type;
• Customer will comply with all applicable message frequency caps and will disclose the expected message frequency to recipients as required by carrier guidelines and applicable law;
• Customer will not use the SMS channel to transmit spam, phishing content, malware links, fraudulent content, or content that violates applicable law or carrier policies; and
• Customer is solely responsible for all 10DLC campaign registration fees, carrier surcharges, and regulatory filing fees associated with its SMS Campaigns, whether billed directly by carriers or passed through by Palera.
6.4 Non-Voice AI Outbound Voice Calls: Specific Obligations
The following additional obligations apply to outbound voice calls initiated through the Services that do not use a Voice AI Agent, including calls using a predictive dialer, progressive dialer, preview dialer, or pre-recorded message:
• Customer represents and warrants that any dialing system used through the Services has been configured and will be operated in a manner consistent with Customer’s legal obligations under the TCPA;
• Customer is solely responsible for determining whethe reach outbound call type, dialing method, and recipient category requires Prior Express Consent or Prior Express Written Consent under the TCPA and FCC regulations in effect at the time of the call;
• Customer will not initiate any outbound voice campaign to cellular telephone numbers using an automatic telephone dialing system without first confirming that Prior Express Consent has been obtained from each recipient in accordance with 47 U.S.C. Section 227(b)(1)(A) and applicable FCC regulations;
• all pre-recorded or artificial voice messages transmitted through the Services will include at the beginning of the message a disclosure of the identity of the business responsible for initiating the call, and, for telemarketing calls, will include a statement during or after the message of the telephone number of the business; and
• for any pre-recorded telemarketing message delivered to a residential line or cell phone, Customer will provide an automated interactive opt-out mechanism that, when activated, immediately removes the called number from Customer’s Suppression List.
6.5 International Compliance
Where Customer uses the Services to initiate communications to recipients located outside the United States, Customer is solely responsible for ensuring compliance with all applicable laws and regulations in each jurisdiction, including laws governing telemarketing, automated calling, SMS and electronic messaging, data protection, and consumer protection, such as the General Data Protection Regulation (GDPR), Canada’s Anti-Spam Legislation (CASL), and the United Kingdom Privacy and Electronic Communications Regulations (UK PECR). Palera makes no representation that the Services are legally compliant for use in any jurisdiction outside the United States. Customer assumes all risk associated with international use. Customer’s indemnification obligations for claims arising from international use are set forth in Section 14.1(j).
6.6 Palera’s Opt-Out Processing Obligations
Palera will implement technical controls within the platform to process opt-out requests received through platform-managed opt-out mechanisms, including SMS STOP commands and platform-based do-not-contact requests. Palera will suppress future transmissions to opted-out numbers within one (1) business day of receipt. Palera’s obligation to process opt-outs is limited to contacts and campaigns managed directly through the Palera platform; Palera has no obligation to process opt-outs received through Customer’s own systems, CRM, or third-party channels unless Customer explicitly provides Palera with an updated Suppression List.
6.7 Consent Records and Audit Rights
Customer shall create, maintain, and retain records sufficientto demonstrate Prior Express Consent or Prior Express Written Consent for eachrecipient of an Automated Outbound Communication for a period of no less thanfour (4) years from the date of the communication, or such longer period as maybe required by applicable law. Upon Palera’s reasonable written request inconnection with a regulatory inquiry, government investigation, or third-partylegal claim involving the Services, Customer shall provide Palera with accessto relevant consent records within five (5) business days. Customer’s failureto maintain or produce consent records shall be deemed a material breach of this Agreement.
6.8 Regulatory Developments
Customer acknowledges that the TCPA, FCC regulations, and applicable state telecom laws are subject to change through legislation, rulemaking, and judicial interpretation. Customer is solely responsible formonitoring applicable legal developments and updating its consent practices, contact lists, Suppression Lists, and campaign configurations to comply with any such changes on a timely basis. Palera may provide general compliance information but does not provide legal advice and has no obligation to affirmatively notify Customer of regulatory developments.
6.9 Palera Not Liable for Customer Non-Compliance
Palera shall have no liability for any claim, fine, penalty,or damages arising from Customer’s failure to comply with the TCPA, FCC regulations, state telecom laws, carrier policies, or any other applicable lawor regulation governing Automated Outbound Communications. Customer shall defend, indemnify, and hold harmless Palera and its Affiliates, officers, directors, employees, contractors, and agents from and against any third-party claims, regulatory actions, fines, penalties, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to Customer’s Automated Outbound Communications, including any claim that Customerfailed to obtain required consent, violated the TCPA, or violated any applicable state or international telecom law. Palera shall have the right, but not the obligation, to select and retain legal counsel of its own choosing todefend any such claim, and Customer shall fund and pay for such counsel directly and promptly upon demand, without requiring Palera to advance costs or seek reimbursement after the fact. Customer’s obligation to fund Palera’s defense arises upon tender of the claim to Customer and is not contingent on a final determination of liability.
7. THIRD-PARTY PLATFORMSAND CONNECTED SERVICES
7.1 Integrations
The Services may interoperate with Connected Services. By enabling such use, Customer authorizes Palera to access Customer’s accounts with such Connected Services and exchange data as necessary to provide the integrated functionality.
7.2 Customer Responsibility for Third Parties
Customer is solely responsible for complying with all terms, policies, and pricing applicable to Connected Services and carrier accounts, and for maintaining such accounts in good standing. Palera is not responsible for any Connected Service or how it uses or processes data after transmission from the Services.
7.3 No Guarantee of Third-Party Availability
Palera does not guarantee continued availability, interoperability, or performance of any Connected Service, Channel, or third-party platform and may disable or cease support for integrations where commercially or legally necessary.
7.4 Carrier and Channel Terms
Customer acknowledges that many Channels are governed by third-party terms and policies, including terms imposed by carriers, Meta, WhatsApp, Twilio, SIP providers, or other telecom providers. Customer is solely responsible for all fees incurred directly with third-party carriers or CCaaS platforms and for compliance with all such third-party terms. For the avoidance of doubt, all fees charged by third-party carriers, telecommunications providers, or messaging platforms, including but not limited to Twilio, Infobip, or any other provider Customer uses in connection with the Services, are the sole responsibility of Customer and are not included in Palera’s Fees unless expressly stated as a pass-through in the applicable Order Form.
8. OWNERSHIP AND FEEDBACK
8.1 Palera Technology
Customer acknowledges that it is obtaining only a limitedright to access and use the Services and that no ownership rights in PaleraTechnology are transferred to Customer under this Agreement. Palera and its licensors retain all right, title, and interest in and to the Services, Palera Technology, Documentation, and all related intellectual property.
8.2 Customer Data
As between the parties, Customer retains all rights, title, and interest in and to Conversation Data as set forth in Section 3.2. Nothingin this Agreement transfers ownership of Conversation Data to Palera.
8.3 Feedback
If Customer or any Authorized User provides feedback, suggestions, enhancement requests, or other input regarding the Services, Customer grants Palera a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and exploit such feedback for any purpose without restriction or obligation.
9. SUBSCRIPTION TERM;FEES; PAYMENT
9.1 Subscription Term and Renewals
The initial Subscription Term and any renewal terms will be asset forth in the applicable Order Form or as accepted at checkout. Unless otherwise stated in the Order Form, subscriptions will automatically renew for successive terms equal in length to the then-current Subscription Term unless either party provides at least thirty (30) days’ prior written notice of non-renewal.
9.2 Fees and Payment
Customer shall pay all Fees set forth in the applicable Order Form. Unless otherwise specified, Fees are non-refundable and billed in U.S.dollars. Prepaid subscription fees have no cash value and shall not be refunded upon termination or expiration for any reason. Recurring subscription fees arebilled in advance; usage-based fees, overages, voice minutes, Voice AI charges, SMS usage fees, telecom pass-throughs, and other consumption-based Fees are billed monthly in arrears.
9.3 Payment Methods; Processing Fees
Payments may be made by credit card or ACH bank transfer.Credit card payments will incur a three percent (3%) processing surcharge.Customer is responsible for providing accurate and up-to-date payment information and for ensuring sufficient funds or credit availability.
9.4 Usage-Based Charges and Overage
Services may be priced based on usage metrics including messages, AI messages, Voice AI minutes, SMS messages, live-agent hours,storage, API traffic, phone numbers, recordings, or other consumption metrics. If Customer’s actual usage exceeds contracted or included thresholds, Customerwill be billed for such additional usage at the rates specified in the applicable Order Form or, if not specified, at Palera’s then-current standard rates.
9.5 Payment Authorization
If Customer provides a recurring payment method, Customer authorizes Palera to automatically charge such payment method for all Fees,Taxes, overages, telecom pass-throughs, and other amounts due under thisAgreement. Customer is responsible for keeping payment information current and valid.
9.6 Failed Payment
If payment is not successfully settled, Customer remains responsible for all unpaid amounts. Palera may retry the payment method, invoice Customer directly, suspend access to the Services, or terminate this Agreement. Customer shall reimburse Palera for any chargeback fees, reversal fees, payment processor penalties, collection costs, and reasonable attorneys’ fees incurred in collecting undisputed amounts.
9.7 Taxes and Regulatory Fees
Fees do not include Taxes. Customer is responsible for payingall Taxes, telecom surcharges, 10DLC fees, campaign registration fees, number provisioning fees, carrier fees, and other governmental or third-party regulatory charges associated with Customer’s use of the Services or Channels, excluding taxes based on Palera’s net income.
9.8 Billing Disputes
If Customer believes Palera billed incorrectly, Customer must notify Palera in writing within thirty (30) days of the invoice date. Failure to dispute within that time waives the dispute. Customer shall timely pay all undisputed amounts while the parties resolve the disputed portion in good faith.
9.9 Fee Adjustments
Palera may adjust the monthly subscription fee at the end of the then-current Subscription Term by providing at least thirty (30) days’ prior written notice. Customer will have thirty (30) days from notice to accept in writing or cancel the Agreement in writing. Failure to timely deliver a written cancellation notice constitutes acceptance of the revised billing terms.
9.10 Upgrades and Downgrades
Customer may upgrade its plan or purchase additional capacity during a Subscription Term; associated incremental Fees may be prorated and billed immediately or in the next invoice cycle. Unless otherwise agreed in writing, downgrades will take effect only upon renewal and may cause loss of features, throughput, or data access, for which Palera shall have no liability.
9.11 Suspension for Nonpayment
If Customer’s account is overdue for undisputed amounts, Palera may suspend access to affected Services upon five (5) calendar days’written notice. Palera may continue to bill subscription Fees during suspension caused by Customer’s breach or nonpayment. Service will be reinstated upon full payment of all overdue amounts, including accrued interest.
9.12 Late Payment Interest
Any amounts not paid when due shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until the date of actualpayment.
9.13 Collection Costs
If Palera is required to pursue collection of amounts owed by Customer, Customer shall pay all of Palera’s reasonable costs of collection, including attorneys’ fees and court costs, in addition to the outstanding amounts.
9.14 Monthly Statements
Commencing at the end of the first full billing month following the Launch Date and each month thereafter, Palera will provide Customer with a monthly itemized statement reflecting actual usage and charges for the prior month.
10. TERM AND TERMINATION
10.1 Term
This Agreement begins on the Effective Date and continues until expiration or termination of all Subscription Terms.
10.2 Termination for Cause
Either party may terminate this Agreement or the applicable Order Form if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice (ten (10) business days for payment breaches). Palera may terminate immediately if Customer’s breach is non-curable, including fraud, sanctions violations, unlawful use of Channels, severe abuse, or material security risk.
10.3 Effect of Termination
Upon expiration or termination, Customer shall immediately cease use of the affected Services and, upon request, return or destroy Palera Confidential Information. Termination is without prejudice to any otherremedies available under this Agreement or law. Customer shall pay all unpaid Fees accrued prior to termination within fifteen (15) days.
10.4 Early Termination Fee
If Customer terminates this Agreement prior to the expirationof the then-current Subscription Term for any reason other than Palera’s uncured material breach, Customer shall pay Palera an early termination fee equal to the Monthly Subscription Fee multiplied by the number of months remaining in the then-current Subscription Term. The Early Termination Fee is due and payable within fifteen (15) calendar days of the effective date of termination.
10.5 Data Export and Deletion
During the Subscription Term and for thirty (30) days following termination, Customer may export Conversation Data using available export functionality. After such retrieval window, Palera may delete active copies of Conversation Data, subject to ordinary-course backups, fraud prevention needs, legal holds, telecom recordkeeping obligations, and security logs.
10.6 Survival
Provisions concerning acceptable use, data obligations, ownership, fees, termination, warranties, liability, indemnification, confidentiality, and general terms survive expiration or termination to the extent necessary to give effect to their purpose.
11. LIMITED WARRANTY ANDDISCLAIMER
11.1 Limited Warranty
Palera warrants, for Customer’s benefit only, that during the applicable Subscription Term each purchased production Service will perform in all material respects in accordance with the Documentation. Customer’s sole and exclusive remedy for any breach of this warranty will be for Palera to use commercially reasonable efforts to correct the non-conformity, provide a workaround, or if neither is commercially reasonable, terminate the affected Service and refund prepaid unused Fees for the terminated portion.
11.2 Warranty Exclusions
The limited warranty does not apply to Trial Subscriptions, Beta Services, issues caused by misuse, unauthorized modifications, excessive use, third-party hardware, software, networks, carriers, Connected Services, Customer-side integrations, Customer Equipment failures, or Customer’s failure to implement Documentation.
11.3 Disclaimer
EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PALERA AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY ,OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OUTPUT ACCURACY, AI CONTENT ACCURACY, CARRIER ACCEPTANCE, DELIVERABILITY, UNINTERRUPTED AVAILABILITY, OR ERROR-FREE OPERATION. PALERA DOES NOT WARRANT THAT IT WILL REVIEW CONVERSATION DATA OR AI OUTPUTS FOR ACCURACY, OR THAT THIRD-PARTY CHANNELS, CARRIERS, OR AI PROVIDERSWILL CONTINUE TO BE AVAILABLE OR PERFORM IN ANY PARTICULAR MANNER.
12. AVAILABILITY ANDSUPPORT
12.1 Availability
To the extent expressly purchased under an Order Form, the applicable Services may be subject to Palera’s service level commitments set forth in a separate Service Level Addendum. Unless otherwise stated, anyservice credits are Customer’s sole and exclusive remedy for service-level failures. Palera’s availability commitment excludes downtime caused by scheduled maintenance, Customer Equipment failures, Third-Party AI Provider or carrier outages, force majeure events, or Customer’s own actions.
12.2 Support
During the Subscription Term for paid Services, Palera will provide support in accordance with the applicable Support Policy or Order Form.To deliver support, Palera’s representative will access Customer’s tenant and review configuration and operational data to assess issues and work on resolutions. Customer understands and consents to such access for support purposes.
13. LIMITATION OFLIABILITY
13.1 Consequential Damages Waiver
EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY NOR ITS LICENSORS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL,DATA, BUSINESS INTERRUPTION, OR COSTS OF COVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Liability Cap
EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF FORM OR ACTION, WHETHER IN CONTRACT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PALERA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR THE AVOIDANCE OF DOUBT, PALERA SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO ANY CONTENT OR FUNCTIONALITY GENERATED BY OR ARISING FROM THIRD-PARTY ARTIFICIAL INTELLIGENCE SYSTEMS OR CARRIERS.
13.3 Excluded Claims
“Excluded Claims” means: (a) Customer’s payment obligations;(b) Customer’s breach of Sections 2.8 (Acceptable Use), 3 (Conversation Dataand Customer Obligations), 5 (AI + Voice), or 6 (TCPA Compliance); (c) either party’s breach of confidentiality obligations; (d) indemnification obligations; and (e) fraud, willful misconduct, or liabilities that cannot be limited by law.
13.4 Allocation of Risk
The parties agree that the limitations in this Section allocate the risks under this Agreement and that the Fees reflect such allocation of risk.
14. INDEMNIFICATION
14.1 Customer Indemnification
Customer will defend, indemnify, and hold harmless Palera andits Affiliates, officers, directors, employees, contractors, licensors, and agents from and against any and all third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out ofor related to: (a) Customer’s use of the Services in violation of this Agreement; (b) Customer’s violation of applicable law, including the TCPA, FCC regulations, FTC regulations, privacy laws, or AI-related laws; (c) Conversation Data; (d) Customer’s failure to obtain required notices or consents for any Automated Outbound Communication; (e) Customer’s Voice AI content, scripts, or call lists; (f) Customer’s SMS Campaigns or outbound voice campaigns; (g) Customer’s use of any dialing system through the Services; (h) any claim that the Services cannot be used to contact emergency services; or (i) any Customer-Designated AI Provider, including any claim arising from that provider’s AI-generated content, automated communications, data handling, compliance failures, or service failures, regardless of whether such claim is asserted against Palera directly; or (j) Customer’s use of the Services to initiate communications to recipients located outside the United States, including any claim arising from Customer’s failure to comply with applicable international telecom, messaging, data protection, or consumer protection laws.
14.2 Palera Indemnification
Palera will defend Customer against any third-party claim alleging that the core proprietary Services, when used as authorized under this Agreement, infringe any U.S. or E.U. intellectual property right and willindemnify Customer for damages and costs finally awarded or approved in settlement, provided that Customer promptly notifies Palera of the claim, grants Palera sole control of defense and settlement, and reasonably cooperates.
14.3 IP Workaround Rights
If the Services become subject to an infringement claim, Palera may at its option: (a) procure the right for Customer to continue usingthe affected Services; (b) modify or replace them to be non-infringing; or (c) terminate the affected Services and refund prepaid unused Fees. This Section states Customer’s sole and exclusive remedy for intellectual property infringement claims.
14.4 Exclusions from Palera Indemnity
Palera’s indemnification obligations do not apply to claims arising from Customer modifications, combination with non-Palera products, unauthorized use, Conversation Data, Customer’s use of Connected Services, or Customer settlements or admissions made without Palera’s consent.
14.5 Indemnification Procedure
The indemnified party must promptly notify the indemnifying party of a claim. The indemnifying party will control the defense and settlement, provided it may not settle any claim imposing admissions, non-monetary obligations, or injunctive relief on the indemnified party without consent, not to be unreasonably withheld.
15. CONFIDENTIALITY
15.1 Protection of Confidential Information
Each party, as receiving party, shall: (a) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information of like nature, but no less than reasonable care; (b) not disclose Confidential Information to third parties except as permitted herein; and (c) not use Confidential Information except to perform obligations or exercise rights under this Agreement. Disclosure to employees, agents, contractors, Affiliates, and subprocessors is permitted on a need-to-know basis, subject to confidentiality obligations no less protective than those in this Agreement.
15.2 Exclusions
Confidentiality obligations do not apply to information that: (a) was lawfully known without restriction before receipt; (b) becomes public through no fault of the receiving party; (c) is lawfully obtained from a third party without breach of obligation; or (d) is independently developed without use of the disclosing party’s Confidential Information.
15.3 Compelled Disclosure
A receiving party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided the receiving party gives advance notice where lawful and reasonably cooperates, at the disclosing party’s expense, to limit the disclosure or obtain confidential treatment.
15.4 Return or Destruction
Upon any termination of this Agreement, each party shall promptly return to the other party all Confidential Information and all copiesthereof in its possession, custody, or control, or certify in writing that allsuch information has been destroyed, unless otherwise expressly provided inthis Agreement.
15.5 Equitable Relief
Each party acknowledges that unauthorized disclosure of Confidential Information could cause irreparable harm for which damages alone may be insufficient, and the disclosing party may seek appropriate equitable relief in addition to all other available remedies.
16. PUBLICITY
Customer agrees that Palera may use Customer’s name and logo to identify Customer as a Palera customer in Palera’s websites, sales materials, and customer lists. Customer may opt out of this use at any time by emailing legal@palera.ai. Any use of Customer’s name or logo will not imply endorsement of the Services by Customer.
17. INSURANCE
During the Term, each party shall maintain insurance adequate in such party’s good faith business judgment, covering its respective activities and obligations under this Agreement, including coverage for statutory workers’ compensation and commercial general liability. Each party will furnish the other party with certificates evidencing such coverage upon request.
18. GENERAL TERMS
18.1 Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws rules. The parties shall firstattempt in good faith to resolve any dispute through executive-level escalation for thirty (30) days following written notice of dispute.
18.2 Arbitration; Class Action Waiver
If a dispute is not resolved through executive escalation, it shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in Wilmington, Delaware, before a single arbitrator experienced in SaaS or technology contracts. Judgment on the award may be entered in any court havingjurisdiction. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. Either party may seek emergency injunctive or other equitable relief in anycourt of competent jurisdiction to prevent irreparable harm pending arbitration, without waiving its right to arbitration.
18.3 Notices
Legal notices under this Agreement must be in writing and delivered by email, overnight courier, or certified mail. Notices to Paleras hall be sent to legal@palera.ai or JetSpring, LLC d/b/a Palera, 1221 Brickell Avenue, Suite 900, Miami, FL 33131.
18.4 Amendments and Waivers
Except as expressly provided in this Agreement, no amendment or waiver is effective unless in writing and signed by authorized representatives of both parties. Palera may update non-material terms, including support policies and the Acceptable Use Policy, upon thirty (30) days’ written notice to Customer; Customer’s continued use following such notice period constitutes acceptance. Failure to enforce any provision is not a waiver.
18.5 Entire Agreement; Order of Precedence
This Agreement, together with all incorporated documents and applicable Order Forms, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, and understandings. In the event of conflict, the following order of precedence applies: (1) Order Form (commercial terms only); (2) Data Processing Addendum or other regulated-data addenda; (3) AI + Voice Supplemental Terms and Section 5 of this Agreement (for AI and Voice Features); (4) Section 6 of this Agreement (for TCPA and telecom compliance); (5) Privacy Policy; (6) this Agreement.
18.6 Force Majeure
Neither party is liable for delays or failures to perform dueto causes beyond its reasonable control, including natural disasters, war, terrorism, labor disruptions, carrier outages, denial-of-service attacks, pandemics, cloud outages, power failures, or Third-Party AI Provider failures or outages, except that Customer’s payment obligations are not excused.
18.7 Subcontractors
Palera may use Affiliates, subprocessors, and subcontractors to provide the Services, provided Palera remains responsible for their compliance with applicable obligations under this Agreement and any applicable DPA.
18.8 Independent Contractors
The parties are independent contractors. Nothing in this Agreement creates a partnership, franchise, agency, joint venture, or employment relationship. Palera’s personnel are employees of Palera and not of Customer.
18.9 Export Controls and Sanctions
Each party agrees to comply with applicable export control and sanctions laws. Customer represents that neither Customer nor its Authorized Users are prohibited or restricted parties and that Customer will not access or use the Services in violation of such laws or from embargoed territories.
18.10 Assignment
Customer may not assign this Agreement without Palera’s prior written consent. Palera may assign this Agreement, in whole or in part, without Customer’s consent, including in connection with a merger, reorganization, acquisition, sale of substantially all assets, or assignment to an Affiliate or any successor entity. Any assignment by Customer in violation of this Section is void. This Agreement will bind and inure to the benefit of the parties and their permitted successors and assigns.
18.11 Severability
If any provision of this Agreement is found invalid or unenforceable, it will be limited to the minimum extent necessary so that the Agreement otherwise remains in full force and effect.
18.12 Counterparts and Electronic Signatures
Order Forms and this Agreement may be executed in counterparts and by electronic signature, each of which will be deemed an original.
18.13 Survival
Any provision that by its nature should survive termination or expiration shall survive, including provisions concerning payment, confidentiality, ownership, indemnification, limitations of liability, data retention, TCPA compliance, dispute resolution, export controls, and publicity.
