This Exclusive Placements – Terms of Service (“Agreement”), along with any attachments, Order Forms, or other information included with the Agreement, sets forth the terms and conditions under which Exclusive Placements (“Business”) will provide Voice AI appointment-booking and related services to the client (“Client”).

By executing an Order Form or otherwise engaging Business for Voice AI services, Client agrees to be bound by this Agreement. If you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind that entity, (ii) you have read and understand this Agreement, and (iii) you agree, on behalf of the Client, to be bound by its terms.

1. SCOPE OF SERVICES

Business will provide Client with Voice AI appointment-booking services. These services may include inbound and outbound call handling through AI voice agents, appointment scheduling and rescheduling through calendar integrations, automated SMS and/or email reminders, and setup, training, prompt engineering, and ongoing maintenance of AI systems. Business is not responsible for any errors, omissions, or unintended actions taken by the AI. The Client is solely responsible for reviewing and confirming appointments or other actions carried out by the AI.

2. COMPLIANCE & DISCLAIMERS

Client is solely responsible for complying with all applicable laws, including but not limited to the Telephone Consumer Protection Act (TCPA), A2P 10DLC carrier regulations, and HIPAA or other medical privacy laws if applicable. Business is not responsible for, and shall not be held liable for, any regulatory fines, penalties, or claims related to Client’s use of the services. Business does not guarantee that the Voice AI will book appointments with complete accuracy, and the Client is responsible for monitoring and confirming bookings. Furthermore, the AI shall not provide legal, medical, or financial advice, guarantees, or representations.

3. CALL DATA & TRANSCRIPTS

Calls are not recorded by default. If the Client opts in to call recording, calls may be stored for up to thirty (30) days. Call transcripts may be generated and stored for review and improvement of services. Business may use anonymized data to enhance service performance.

4. PAYMENT TERMS

Client shall pay Business a flat monthly subscription fee as outlined in the Order Form. Fees are billed monthly, starting on the Effective Date of the Agreement. Client may cancel at any time with at least seven (7) days’ written notice before the next billing cycle. All fees are non-refundable once paid.

5. CLIENT RESPONSIBILITIES

Client is responsible for providing and maintaining accurate staff schedules and calendar integrations. Business shall not be responsible for double bookings or scheduling conflicts caused by inaccurate or incomplete calendar information. Client is also responsible for ensuring that their use of the AI does not involve unlawful, deceptive, or non-business-related activities.

6. FAIR USAGE POLICY

If the Client’s plan includes “unlimited minutes,” this shall be subject to fair usage. Excessive or unreasonable use of minutes, such as for non-business purposes or abusive testing, may result in suspension or adjustment of service, at Business’s discretion.

7. TERM & TERMINATION

This Agreement is effective on the Effective Date and continues on a month-to-month basis until terminated. The Client may cancel at any time with seven (7) days’ notice. Business may cancel this Agreement at any time and for any reason, with or without notice, at its sole discretion. Business may also terminate immediately if the Client engages in unlawful activity, misuse of AI services, or fails to pay fees. Business may suspend services temporarily for operational, security, or compliance reasons.

8. INTELLECTUAL PROPERTY

The Client retains ownership of all data, logos, trademarks, and proprietary content it provides. Business retains ownership of all Voice AI scripts, prompts, models, and design elements it creates. Business grants Client a limited, non-exclusive license to use such materials during the term of this Agreement.

9. INDEMNIFICATION

The Client agrees to indemnify and hold Business harmless from any claims, damages, or liabilities arising from Client’s use of the services, including regulatory violations or misuse of the AI. Business agrees to indemnify the Client against claims that its proprietary technology, not including third-party integrations, infringes on intellectual property rights.

10. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Business’s total liability shall be limited to the amount paid by Client to Business in the three (3) months preceding the claim. Business shall not be liable for any indirect, incidental, consequential, or punitive damages, including lost profits or business interruption.

11. CONFIDENTIALITY

Both parties agree to maintain the confidentiality of all non-public information disclosed during the term of this Agreement. Business may use Client data only to fulfill its obligations under this Agreement.

12. TEXT MESSAGES

Text messages will be used by our team to reach out to clients that have been opted into receiving messages. You can cancel the SMS service at any time. Simply text “STOP” to our number. Upon sending “STOP,” we will confirm your unsubscribe status via SMS. Following this confirmation, you will no longer receive SMS messages from us. To rejoin, sign up as you did initially, and we will resume sending SMS messages to you. If you experience issues with the messaging program, reply with the keyword HELP for more assistance, or reach out directly to support@exclusiveplacements.com. Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for messages sent to you from us and to us from you. Message frequency varies. For questions about your text plan or data plan, contact your wireless provider. For privacy-related inquiries, please refer to our privacy policy.

12. GOVERNING LAW

This Agreement shall be governed by and construed under the laws of the State of California. Any disputes shall be resolved in the state or federal courts located in Riverside County, California.

13. MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. Business may incorporate third-party platforms as needed to provide services. Client acknowledges that continued use of services constitutes acceptance of any updated policies or terms provided in writing.