1. Acceptance of Terms
‍By accessing or using Virstack.ai, Virstack’s AI voiceagents, AI text agents, dashboards, APIs, communications services, software,integrations, or related products and services (collectively, the “Services”)provided by Virstack LLC (“Virstack,” “we,” “us,” or “our”), you,individually or on behalf of the organization you represent (“Customer,”“you,” or “your”), agree to these Terms of Service (“Terms”).

If you use the Services on behalf of a company or other organization, you represent that you have authority to bind that organizationto these Terms.

If you do not agree to these Terms, you may not use theServices.

‍2. Description of Services
‍Virstack provides AI-powered software andcommunications solutions that may include AI voice agents, AI text agents,inbound and outbound calling, SMS messaging, customer service automation, leadqualification, appointment scheduling, customer engagement, APIs, dashboards,integrations, and related functionality.

The specific Services available to you may be governed byan order form, proposal, Statement of Work, Master Services Agreement,subscription agreement, or other written agreement between you and Virstack.

Unless expressly agreed otherwise in writing,Customer controls and is responsible for the business purpose, recipients,contact data, campaign configuration, scripts, prompts, content, timing,frequency, offers, and other instructions used with the Services.

3. Account and General Responsibilities
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You agree to:·        

• provide accurate and current accountinformation;
• maintain the confidentiality and security of your account credentials;
• be responsible for activity conducted throughyour account by your employees, contractors, representatives, and authorizedusers;
• use the Services only for lawful businesspurposes;
• comply with all laws and regulations applicableto your business and use of the Services.

You may not use the Services in any manner that isfraudulent, deceptive, abusive, harassing, threatening, discriminatory,unlawful, or designed to infringe the rights of another person or entity.

4. Calling, Texting, and Communications Compliance

4.1 Customer Responsibility for Communications

If you use the Services to initiate, facilitate, automate, or manage telephone calls, SMS or text messages, or other communications, you are responsible for ensuring that those communications comply with all applicable laws, regulations, rules, regulatory orders, and industry requirements.

These may include, as applicable, the Telephone Consumer Protection Act (“TCPA”), Telemarketing Sales Rule (“TSR”), Federal Communications Commission (“FCC”) regulations, Federal Trade Commission (“FTC”) regulations, National Do Not Call Registry requirements, state and local do-not-call laws, state telemarketing and automated-calling laws, privacy laws, consumer-protection laws, call-recording and wiretapping laws, caller-identification requirements, and other applicable laws (collectively, “Communications Laws”).

You are responsible for determining which Communications Laws apply to your particular use case, campaign, recipients, industry, and jurisdictions.

4.2 Lead Lists, Databases, and Contact Information

You are solely responsible for any telephone numbers,contact records, prospect records, customer records, lead lists, databases, CRMrecords, or other contact information that you provide, upload, connect,select, or otherwise use with the Services (“Contact Data”).

You represent and warrant that:

1. You own the Contact Data  or have all necessary licenses, permissions, authorizations, and legal  rights to possess and use it;
2. The Contact Data was obtained lawfully;
3. You have a lawful basis to contact eachrecipient using the communication method you have selected;
4. Any consent upon which you rely was obtained lawfully, remains valid, and is sufficient for the  particular call or message;
5. You have not knowingly  included persons whose consent has been revoked or who must otherwise be     suppressed from the applicable      communication; and
6. You will maintain records reasonably sufficient to establish the source of the Contact Data and your legal authority to contact the recipient.

Virstack does not independently verify the ownership,source, accuracy, consent status, or legality of Contact Data provided orselected by Customer.

4.3 Purchased and Third-Party Leads

If you obtain Contact Data from a lead generator, dataprovider, broker, affiliate, referral partner, marketing company, customer,reseller, or other third party, you are responsible for independentlydetermining that you are legally permitted to contact those individuals.

A representation by a third party that leads are “TCPAcompliant,” “opted in,” “consented,” “exclusive,” or similar does not relieveyou of your obligations under these Terms or applicable law.

You are responsible for obtaining and retainingappropriate evidence supporting any consent or authorization upon which yourely.

4.4 Consent for Automated and AI Communications

You acknowledge that certain telephone calls ormessages made using automated technologies, artificial or prerecorded voices,AI-generated voices, synthesized voices, or similar technologies may beregulated by Communications Laws.

You are responsible for determining whether consent isrequired for a particular communication and for obtaining and maintaining priorexpress consent, prior express written consent, or any other form of consentrequired by applicable law before initiating the communication.

You may not instruct or configure Virstack to initiate acommunication where the legally required consent has not been obtained.

4.5 Do-Not-Call Requests, Opt-Outs, and Revocation of Consent

You are responsible for compliance with applicable:·        .

• National Do Not Call Registry requirements;
• state and local do-not-call requirements;
• company-specific or entity-specific do-not-callrequests;
• SMS and messaging opt-out requirements; and
• revocations of consent.

You must maintain appropriate suppression lists andhonor legally valid requests to stop receiving calls or messages within theperiod required by applicable law.

You may not knowingly use the Services to continuecontacting a recipient after that recipient has validly opted out or revokedapplicable consent.

Where Virstack provides opt-out, suppression, ordo-not-call functionality, you are responsible for properly configuring andusing those features.

4.6 Calling and Messaging Times

You are responsible for ensuring that calls andmessages are initiated only during times permitted by applicable federal,state, and local law.

Where applicable restrictions depend on the recipient’slocation or local time, you are responsible for determining and using theappropriate location and time zone.

Any scheduling, time-zone detection, or campaign-limitingfunctionality provided by Virstack is provided as an operational convenienceand does not transfer compliance responsibility to Virstack.

4.7 Identification, Disclosures, and Campaign Content

You are responsible for ensuring that calls andmessages contain all disclosures required by applicable law, which may include:

• identification of the business or organizationon whose behalf the communication is made;
• the purpose of the communication;
• required opt-out mechanisms or instructions;
• legally required AI, automated-agent, orprerecorded-message disclosures; and
• any disclosures required by your industry orjurisdiction.

You are solely responsible for scripts, prompts,claims, offers, advertisements, representations, instructions, and othercontent provided by you or used at your direction.

You may not use the Services to transmit deceptive calleridentification information or unlawfully impersonate another person or entity.

4.8 Call Recording and Transcription

The Services may allow communications to be recorded,transcribed, monitored, or analyzed.

You are responsible for determining whether notice,consent, or other authorization is required before recording, monitoring,transcribing, or analyzing a communication and for obtaining any legallyrequired consent.

4.9 Compliance Records

You are responsible for retaining records required byapplicable law, which may include consent records, lead-source information,call and messaging records, opt-outs, suppression records, scripts, campaignconfigurations, and other compliance documentation.

Upon reasonable request, you agree to provide relevantdocumentation to Virstack when necessary to investigate a complaint, carrierinquiry, regulatory inquiry, legal demand, or suspected violation of theseTerms.

4.10 Compliance Tools Are Not Legal Advice

Virstack may provide features intended to assist withcompliance, including scheduling restrictions, opt-out management, suppressionlists, call recordings, logs, disclosures, or other controls.
‍
These features do not constitute legal advice and do notguarantee compliance with any law.

You remain responsible for determining whether your use ofthe Services is legally compliant and should obtain advice from qualified legalcounsel where appropriate.

5. Prohibited Use and Suspension

You may not use the Services to:

• engage in unlawful telemarketing or messaging;
• contact persons without legally required consentor authorization;
• intentionally circumvent do-not-call or opt-outrequirements;
• conduct fraudulent, deceptive, threatening,abusive, or harassing communications;
• transmit unlawful, infringing, or misleadingcontent;
• unlawfully impersonate another person ororganization;
• interfere with or compromise the security oroperation of the Services; or
• engage in activity that may expose Virstack, itstelecommunications providers, or other customers to material legal, regulatory,security, or reputational risk.

Virstack may suspend, restrict, or terminate acampaign, communication channel, telephone number, account, or access to theServices if Virstack reasonably believes that your use:

• violates these Terms or applicable law;
• cannot be supported by adequate evidence ofconsent or authorization;
• generates material complaints, opt-outs, carrierblocks, or abuse reports;
• creates a material risk to Virstack or itsservice providers; or
• is required to be suspended by a carrier,telecommunications provider, regulatory authority, court, or governmentalagency.

Virstack will not be liable for a good-faith suspensionor restriction taken under this Section to the extent permitted by law.

6. Fees and Subscriptions

Certain Services require payment.

You agree to pay the fees specified in your applicableorder form, proposal, Statement of Work, subscription agreement, or otherwritten agreement with Virstack.

Unless expressly stated otherwise in writing, fees arenon-refundable.

Recurring subscriptions will renew and may be canceled inaccordance with the applicable subscription or customer agreement.

7. Intellectual Property

Virstack and its licensors retain all rights, title,and interest in and to the Services, including software, source code, AI agenttechnology, APIs, interfaces, workflows, methods, designs, documentation,trademarks, and other proprietary technology.

Subject to these Terms and payment of applicable fees,Virstack grants you a limited, non-exclusive, non-transferable, revocable rightto use the Services for your authorized business purposes.

As between you and Virstack, you retain ownership of yourContact Data, customer data, scripts, prompts, knowledge-base materials, andother content supplied by you, subject to any separate written agreementbetween you and Virstack.

You grant Virstack the rights reasonably necessary toprocess such information for purposes of providing, maintaining, securing, andsupporting the Services.

8. Data Privacy and Third-Party Services

Virstack processes personal information in accordancewith its Privacy Policy and any applicable Data Processing Agreement, BusinessAssociate Agreement, or other written agreement.

You represent that you have all notices, permissions,authorizations, and legal bases required to provide personal information toVirstack for processing through the Services.

The Services may rely on or integrate withtelecommunications carriers, SMS providers, cloud providers, AI modelproviders, CRM systems, software platforms, and other third-party services.

Virstack is not responsible for the acts, omissions,outages, policies, or independent legal obligations of third-party providersexcept as expressly stated in a written agreement.

9. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.VIRSTACK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENTPERMITTED BY LAW.

AI-generated outputs and communications may containerrors, inaccuracies, unexpected responses, or other limitations. You areresponsible for monitoring your use of the Services and determining whether theServices and their outputs are appropriate for your intended use.

Virstack provides technology services and does not providelegal advice or guarantee that your campaigns, Contact Data, consentprocedures, communications, or use of the Services comply with applicable law.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,VIRSTACK AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS,LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT,INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDINGLOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF ORRELATING TO THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIRSTACK WILL NOTBE RESPONSIBLE FOR FINES, PENALTIES, STATUTORY DAMAGES, SETTLEMENTS, CLAIMS, OROTHER LIABILITY ARISING FROM OR RELATING TO:

1.  Contact Data provided,selected, uploaded, purchased, licensed, or used by Customer;
2. Customer’s failure to obtain, document, or maintain legally sufficient consent;
3. Calls or messages to persons who have opted out, revoked consent, or are subject to applicable do-not-call requirements;
4. Customer’s recipient selection, targeting, campaign timing, frequency, configuration, or instructions;
5. Customer-provided scripts, prompts, offers, representations, advertisements, disclosures, or other content;
6. Customer’s recording, transcription, monitoring, or analysis of communications;
7.  Inaccurate, outdated, reassigned, or otherwise incorrect telephone numbers within Customer’s Contact Data; or
8. Customer’s violation of     the TCPA, TSR, do-not-call requirements, telemarketing laws, privacy laws,     consumer-protection laws, call-      recording laws, or other applicable     Communications Laws.

Nothing in these Terms excludes or limits liabilitythat cannot lawfully be excluded or limited.

Except for liability that cannot legally be limited,Virstack’s aggregate liability arising from or relating to the Services orthese Terms will not exceed the fees paid by Customer to Virstack for theapplicable Services during the twelve (12) months preceding the event givingrise to the claim.

11. Indemnification

You agree to defend, indemnify, and hold harmlessVirstack, its affiliates, and their respective officers, directors, employees,contractors, agents, licensors, telecommunications providers, and serviceproviders from and against any third-party claim, demand, action,investigation, proceeding, liability, judgment, settlement, fine, penalty,loss, damage, cost, or expense, including reasonable attorneys’ fees, arisingout of or relating to:

1.  Your use of the Services;
2. Any call, text message, or other communication made or sent by or on behalf of you through the Services;
3. Your Contact Data, including its source, acquisition, ownership, licensing, consent status, legality, or use;
4. Any allegation that a recipient did not consent to a communication or that consent was invalid, insufficient, expired, or revoked;
5. Your failure to comply with a do-not-call request, opt-out, or revocation of consent;
6. Your scripts, prompts, products, services, offers, advertisements, claims, representations, or campaign content;
7. Your violation of applicable Communications Laws or other applicable laws;
8. Your violation of these Terms; or
9. Your infringement or violation of the intellectual property, privacy, publicity, contractual, or other rights of a third party.

This indemnification applies, to the extent permittedby law, if Virstack is named in a claim because it provided technology,telecommunications functionality, automation, or other Services used tofacilitate Customer’s communication, where the claim arises from or relates toCustomer’s Contact Data, consent practices, recipient selection, campaign,content, configuration, or instructions.

This indemnification obligation will not apply to theextent a final judgment determines that the applicable liability resultedsolely from Virstack’s gross negligence, willful misconduct, or independentviolation of applicable law.

12. Termination

You may discontinue use of the Services in accordancewith your applicable customer or subscription agreement.

Virstack may suspend or terminate your access if youviolate these Terms, fail to pay applicable fees, create material legal orregulatory risk, interfere with the Services, or use the Services in a mannerVirstack reasonably believes is unlawful, fraudulent, abusive, or harmful.

Provisions that by their nature should survivetermination, including intellectual property, payment obligations, disclaimers,limitations of liability, indemnification, confidentiality obligations, anddispute-resolution provisions, will survive termination.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State ofCalifornia, without regard to conflict-of-law principles.

Except where prohibited by applicable law, disputesarising out of or relating to these Terms or the Services will be resolvedthrough binding arbitration in Orange County, California, administered by theAmerican Arbitration Association under its applicable commercial arbitration rules.

Unless otherwise required by applicable law or determinedby the arbitrator, each party will bear its own attorneys’ fees and costs, andthe parties will share the arbitrator’s fees and administrative costs equally.

Either party may seek temporary or injunctiverelief from a court of competent jurisdiction where reasonably necessary toprotect confidential information, intellectual property, security, or otherrights pending resolution of the dispute.

Virstack LLC

2102 Business Center Dr
Irvine, CA 92612
USA
Phone: 1-800-314-6696