Terms of Service

THIS MASTER SERVICES AGREEMENT AND TERMS OF SERVICE ("AGREEMENT") CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN PROPELROOT AI ("COMPANY", "PROPELROOT", "WE", "US", OR "OUR") AND THE INDIVIDUAL OR LEGAL ENTITY ("CUSTOMER", "YOU", OR "YOUR") ACCESSING OR UTILIZING THE PROPELROOT AI CLOUD COMMUNICATIONS PLATFORM, ARTIFICIAL INTELLIGENCE CONVERSATIONAL PIPELINES, TELEPHONY APIS, SMS GATEWAYS, AND ASSOCIATED SOFTWARE APPLICATIONS (COLLECTIVELY, THE "SERVICE").

BY CREATING AN ACCOUNT, COMPLETING AN ONLINE REGISTRATION, EXECUTING AN APPLICABLE ORDER FORM, FUNDING A WALLET BALANCE, OR TRANSMITTING COMMUNICATIONS THROUGH THE PLATFORM, YOU AFFIRMATIVELY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER SET FORTH IN SECTION 13.

1. Definitions and Construction

Capitalized terms utilized within this Agreement shall have the meanings ascribed below:

• "A2P 10DLC" means Application-to-Person messaging utilizing standard 10-digit long code telephone numbers governed by The Campaign Registry ("TCR") and United States mobile wireless telecommunications carriers.
• "Applicable Law" means all federal, state, local, and foreign statutes, regulations, administrative rules, and common law doctrines applicable to telecommunications, data privacy, and electronic commerce, including without limitation the Telephone Consumer Protection Act ("TCPA", 47 U.S.C. § 227), the Telemarketing Sales Rule ("TSR", 16 C.F.R. Part 310), the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), the Communications Act of 1934 as amended, state telemarketing and wiretap statutes, and CTIA Messaging Principles.
• "Call Detail Record (CDR)" means a machine-generated data record capturing telecommunications metadata, including connection timestamps, originating and terminating telephone numbers, duration, disposition codes, carrier network hops, and usage deductions.
• "Customer Data" means all electronic contact lists, lead records, telephone numbers, custom prompt configurations, knowledge base retrieval files, audio recordings, and text transcripts uploaded to or generated within Customer's private tenant workspace.
• "Pre-Funded Wallet" means the prepaid monetary balance maintained by Customer in their account ledger from which real-time telecommunications airtime, SMS dispatches, and carrier pass-through fees are deducted.

2. Provision and Description of the Platform

PropelRoot AI grants Customer a non-exclusive, non-transferable, revocable, worldwide right to access and utilize the Platform during the Term, strictly subject to the covenants, terms, and conditions herein. The Platform encompasses:

• Automated inbound and outbound voice conversational artificial intelligence telephone call execution interfacing with Public Switched Telephone Network ("PSTN") carrier routes.
• Sub-second turn latency neural pipelines integrating streaming Speech-to-Text ("STT"), conversational language reasoning ("LLM"), and neural Text-to-Speech ("TTS") voice synthesis.
• Automated Application-to-Person ("A2P") multi-channel customer communications via SMS, MMS, Meta WhatsApp Business Cloud API, and transactional electronic mail.
• Intelligent contractor emergency lead triage, appointment booking synchronization, and real-time integration with Customer's Customer Relationship Management ("CRM") and field service software (e.g., ServiceTitan, Jobber).

3. Account Governance and Security Responsibilities

Customer covenants that all information provided during registration and account onboarding is accurate, current, and complete. Customer assumes sole and exclusive responsibility for:

• Safeguarding all login credentials, multi-factor authentication tokens, and API secret keys provisioned for Customer's tenant workspace.
• All activities, campaign transmissions, financial wallet deductions, and telecommunications operations occurring under Customer's authenticated credentials.
• Immediately reporting any suspected credential compromise, unauthorized platform access, or network security vulnerability to PropelRoot AI via email at [email protected].

4. Telecommunications Compliance and Acceptable Use Covenants

Compliance with telecommunications law and carrier codes of conduct is an absolute condition precedent to Customer's right to access the Service. Customer represents, warrants, and covenants to PropelRoot AI that:

• TCPA Prior Express Written Consent: Customer possesses and shall maintain verifiable proof of valid Prior Express Written Consent as defined under 47 U.S.C. § 227 and 47 C.F.R. § 64.1200 for every telephone number contacted through the Platform. Customer warrants that it will not initiate any automated telephone call or text message to any residential or wireless telephone line without having secured prior express consent in accordance with Applicable Law.
• National Do-Not-Call (DNC) Registry Scrubbing: Prior to dispatching any voice campaign or outbound message list, Customer shall scrub all target telephone records against the National Do-Not-Call Registry, applicable state DNC databases, and Customer's internal company-specific suppression lists.
• Statutory Calling Windows: Customer shall strictly restrict all outbound voice calling and text communications to legally permitted commercial calling hours in the recipient's local time zone (specifically between 8:00 AM and 9:00 PM local time in the United States, and 9:00 AM to 8:00 PM local time under TRAI regulations in India).
• Truth in Caller ID Act Compliance: Customer shall not transmit deceptive, misleading, or spoofed caller identification information in violation of the Truth in Caller ID Act of 2009 (47 U.S.C. § 227(e)). All telephone numbers utilized as caller ID must be legally assigned to, owned by, or explicitly authorized for use by Customer.
• Prohibited Messaging Categories (SHAFT Policy): Customer shall not utilize the Platform to transmit communications relating to: Sex, adult entertainment, Hate speech, Alcohol, Firearms, Tobacco, electronic cigarettes, cannabis, or Cannabidiol (CBD); payday loans, cash advance schemes, debt relief, credit repair, cryptocurrency speculation, multilevel marketing, gambling, deceptive sweepstakes, phishing, malware, or unsolicited robocalling.
• Right of Immediate Suspension: PropelRoot AI reserves the unilateral right, without prior notice or liability, to immediately suspend, throttle, or terminate Customer's account and campaign dispatches if Company reasonably suspects a breach of this Section 4 or receives notice of upstream carrier blocking.

6. Call Audio Recording and Statutory Wiretap Disclosures

The Platform provides automated capabilities to digitally record telephonic conversations and generate neural text transcriptions. Federal, state, and international wiretapping statutes govern the recording of telephone conversations:

• Certain jurisdictions require the consent of only one participating party ("one-party consent" states under federal law, 18 U.S.C. § 2511), whereas numerous jurisdictions strictly mandate the express affirmative consent of all participants ("two-party" or "all-party consent" states, including California [Cal. Penal Code § 632], Florida [Fla. Stat. § 934.03], Illinois, Pennsylvania, Maryland, and Massachusetts).
• Customer represents, warrants, and agrees that Customer bears the sole, non-delegable legal responsibility to ensure that adequate, legally compliant audible disclosures (such as an automated verbal announcement stating "This call is recorded for quality assurance and verification") are provided at the immediate commencement of each telephone interaction.
• PropelRoot AI disclaims any and all liability arising from Customer's failure to furnish required statutory call recording disclosures. Customer agrees to fully indemnify PropelRoot AI pursuant to Section 12 against any claims alleging unlawful call interception or wiretapping violations.

7. Wallet Architecture, Usage Deductions, and Billing Terms

Access to and consumption of telecommunications services via the Platform are governed by a real-time prepaid usage deduction and recurring subscription framework:

• Pre-Funded Wallet Deductions: Outbound and inbound voice telephony minutes, direct inward dialing ("DID") telephone number rentals, A2P 10DLC registration fees, SMS/MMS dispatches, and AI inference cycles are deducted in real time from Customer's Pre-Funded Wallet at the published rates in Customer's dashboard.
• Telecommunications Pass-Through Costs: Customer acknowledges that carrier airtime, telecom interconnect tariffs, and carrier message delivery surcharges are consumed instantaneously upon network transmission. In the event Customer's Pre-Funded Wallet reaches zero or a negative threshold, automated campaigns and call routing shall be automatically suspended until wallet replenishment.
• Payment Processing: Payments, recurring plan subscriptions, and wallet recharges are processed through PCI-DSS Level 1 certified payment processors (e.g., Razorpay). Customer authorizes Company to charge Customer's designated payment credentials for authorized top-ups and recurring subscription renewals.
• Refund and Cancellation Governance: All rights concerning subscription cancellations, unused wallet refunds, and billing adjustments are exclusively governed by our separate Refund & Cancellation Policy, the terms of which are incorporated herein by reference.

8. Intellectual Property Rights and Customer Data Ownership

• Company Proprietary Rights: PropelRoot AI and its licensors retain all right, title, and interest (including all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to the Platform, underlying source code, neural voice models, software architecture, user interfaces, documentation, and system telemetry. Customer shall not reverse engineer, decompile, disassemble, or extract algorithmic pipelines from the Service.
• Customer Data Ownership: Customer retains exclusive ownership of all right, title, and interest in and to Customer Data, including lead contact lists, call audio recordings, proprietary prompt scripts, and knowledge base documents. Customer grants Company a limited, non-exclusive license to host, process, and transmit Customer Data solely to the extent necessary to deliver the Service pursuant to this Agreement.

9. Disclaimer of Warranties

10. Limitation of Liability

11. Customer Indemnification Covenants

Customer agrees to defend, indemnify, and hold harmless PropelRoot AI, its corporate parents, subsidiaries, affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, lawsuits, administrative proceedings, statutory damages, regulatory fines, penalties, settlements, and legal expenses (including reasonable attorneys' fees) arising out of or related to:

• Customer's breach of any warranty, covenant, or obligation under this Agreement;
• Customer's violation of the TCPA, TSR, CAN-SPAM Act, state telemarketing laws, or foreign telecommunications regulations, including any allegation that communications sent via the Platform lacked required prior express consent;
• Customer's violation of any state or federal call recording or wiretapping statute; or
• Any claim that Customer Data or voice prompt content infringes the intellectual property, privacy, or proprietary rights of a third party.

12. Force Majeure

Neither party shall be held liable for any failure or delay in the performance of its obligations (excluding payment obligations) resulting from acts beyond its reasonable control, including without limitation: acts of God, strikes, public health emergencies, regional power grid failures, upstream telecommunications carrier network outages, fiber optic cable severance, denial-of-service (DDoS) attacks, governmental regulatory moratoriums, or carrier-level text message filtering.

13. Mandatory Dispute Resolution, Binding Individual Arbitration, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT MATERIALLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO COMMENCE AN ACTION IN COURT.

• Informal Dispute Resolution: Prior to initiating arbitration, the parties agree to make a good-faith effort to resolve any dispute, controversy, or claim arising out of or relating to this Agreement informally. Written notice of dispute must be transmitted to [email protected]. The parties shall engage in good-faith negotiations for a minimum of thirty (30) days.
• Binding Individual Arbitration: If the dispute is not resolved through informal negotiations within thirty (30) days, the dispute shall be resolved exclusively through final, binding individual arbitration administered by the American Arbitration Association ("AAA") pursuant to its Commercial Arbitration Rules, governed by the Federal Arbitration Act ("FAA", 9 U.S.C. § 1 et seq.).
• CLASS ACTION AND JURY TRIAL WAIVER: CUSTOMER AND PROPELROOT AI MUTUALLY AGREE THAT ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. BOTH PARTIES EXPRESSLY WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO A TRIAL BEFORE A JURY.

14. Term, Termination, and Survival

This Agreement commences upon the date Customer first accesses the Platform and continues until terminated. Either party may terminate this Agreement at any time upon notice. Sections 1, 4, 5, 6, 7 (for accrued charges), 8, 9, 10, 11, 13, 14, and 15 shall survive any expiration or termination of this Agreement.

15. General Provisions & Legal Notices

• Severability: If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
• Integration and Entire Agreement: This Agreement, together with the Privacy Policy, Refund & Cancellation Policy, and any executed Order Forms, constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof, superseding all prior oral or written negotiations.
• Governing Law: This Agreement shall be construed and governed in accordance with the laws of the State of Delaware (or applicable commercial jurisdiction), without regard to principles of conflicts of law.
• Formal Notice Address & Operating Entity: Formal legal notices must be delivered via certified electronic transmission to: [email protected], Attention: Legal & Regulatory Compliance Department. Operating Entity: PropelRoot (Guru Praneeth Kumar), 18-1-337 67 Arundathi Colony Uppugu, Hyderabad, Telangana 500053, India.