HUMANIZE PLATFORM TERMS AND CONDITIONS
Effective Date: September 26, 2026Business and Personal Customers
IMPORTANT: These Terms are a binding agreement. By creating an account, selecting a plan, clicking to accept, or accessing or using Humanize, Customer agrees to these Terms. Humanize may be used by businesses and by individuals for personal purposes; if Customer is a Personal Customer, Section 20 gives it additional terms and rights. If the individual accepting these Terms acts for an entity, that individual represents that they have authority to bind the entity.
| Term | Definition |
|---|---|
| Provider | simplibot.ai LLC, a Wyoming limited liability company ("Simplibot") |
| Customer | The business, other legal entity, or individual accepting these Terms or identified in the applicable Plan or Order. Each Customer is either a Business Customer or a Personal Customer |
| Personal Customer | An individual who accepts these Terms for themselves and uses the Service primarily for personal, family, or household purposes, and not primarily for a trade, business, craft, or profession |
| Business Customer | Any Customer that is not a Personal Customer, including a business or other legal entity and an individual using the Service for a trade, business, craft, or profession (for example, as a sole proprietor) |
| Service | The Simplibot-hosted Humanize platform, including enabled voice, messaging, scheduling, automation, AI, and related features |
1. SCOPE, ELIGIBILITY, AND ORDER OF PRECEDENCE
1.1 Eligibility. The Service is offered for lawful business use by Business Customers and for lawful personal use by Personal Customers. Customer must be legally capable of entering into a binding contract and, if an individual, must be at least 18 years old or the age of majority where Customer resides, if higher. Customer may permit only the individuals it authorizes (each, an "Authorized User") to use the Service on its behalf: for a Business Customer, its employees, contractors, and agents; for a Personal Customer, other individuals it invites to its account.
1.2 Agreement Components. These Terms, the plan or package selected in the Platform (the "Plan"), any ordering document accepted by both parties (an "Order"), and any policies or addenda expressly incorporated by reference form the "Agreement."
1.3 Priority. If there is a conflict, an Order controls only to the extent it expressly identifies and overrides a provision of these Terms. A Plan controls only for the commercial and usage details stated in that Plan. Any customer purchase order, portal term, or similar document is for administrative convenience only and does not modify the Agreement.
2. THE SERVICE AND RIGHT TO USE
2.1 Hosted Service. Simplibot will host and operate the Service on infrastructure selected and managed by Simplibot or its subprocessors. The Service is not deployed to or operated from Customer's infrastructure unless the parties expressly agree otherwise in a signed Order.
2.2 Limited Right. During an active paid subscription, Simplibot grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service solely for Customer's internal business purposes (for a Business Customer) or personal, non-commercial purposes (for a Personal Customer) and subject to the Plan and this Agreement. No perpetual license or ownership interest is granted.
2.3 Restrictions. Customer will not, and will not permit anyone to: copy, sell, resell, sublicense, rent, distribute, or commercially exploit the Service; reverse engineer, decompile, discover source code, models, prompts, or non-public components; bypass usage limits or safeguards; access the Service to build or train a competing product; scrape or extract data except through authorized functionality; introduce malicious code; interfere with integrity or security; or use the Service in violation of law, third-party rights, carrier rules, or this Agreement.
2.4 Changes. Simplibot may modify, enhance, replace, or discontinue features from time to time. Simplibot will not materially reduce the core functionality of a paid Plan during the then-current monthly billing period, except where needed for security, legal compliance, third-party provider requirements, abuse prevention, or circumstances outside Simplibot's reasonable control.
3. ACCOUNTS AND CUSTOMER ADMINISTRATION
3.1 Account Information. Customer must provide accurate, complete, and current registration, billing, identity, and regulatory information. Customer is responsible for approving Authorized Users, assigning permissions, maintaining secure credentials and authentication methods, and promptly disabling access that is no longer authorized.
3.2 Account Activity. Customer is responsible for all activity occurring through its accounts, configurations, integrations, credentials, and assigned telephone numbers, whether performed by Customer, an Authorized User, or another person who gains access because Customer failed to secure them. Customer must promptly notify Simplibot of suspected unauthorized access or use.
3.3 Configuration and Records. Customer is solely responsible for its workflows, scripts, prompts, recipient lists, campaign settings, disclosures, consent records, suppression lists, business rules, and outputs, and for testing them before production use. Simplibot may rely on instructions and configurations submitted through Customer's account.
4. PLANS, FEES, BILLING, AND TAXES
4.1 Subscription Fees. Customer will pay the subscription fee and any usage-based, overage, telephony, or other charges displayed for the Plan selected in the Platform or stated in an Order. Fees are charged in U.S. dollars unless otherwise stated and are exclusive of taxes.
4.2 Monthly Subscription; No Lock-In. Unless an Order expressly states a different billing cycle, subscriptions are month-to-month and renew automatically for successive monthly billing periods until canceled. There is no thirty-six-month commitment, breakage fee, early-termination penalty, or conversion to a perpetual license.
4.3 Payment Authorization. Customer authorizes Simplibot and its payment processor to charge the payment method on file at the beginning of each billing period and as charges otherwise accrue. Customer must keep valid payment information on file. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs.
4.4 Cancellation and Full-Month Charges. Customer may cancel at any time through the cancellation method made available in the Platform or otherwise designated by Simplibot. Cancellation becomes effective at the end of the current monthly billing period. The full subscription charge for any month that has begun remains due and will be charged or retained in full; there are no prorated refunds, credits, or reductions for a partial month. Unless Simplibot suspends access for cause, Customer may continue using the Service through the end of the paid billing period.
4.5 Taxes. Customer is responsible for all sales, use, excise, communications, value-added, withholding, and similar taxes, duties, regulatory fees, and assessments arising from its purchase or use of the Service, excluding taxes based on Simplibot's net income. If Customer must withhold tax, Customer will gross up the payment so Simplibot receives the amount it would have received without withholding, unless prohibited by law.
4.6 Fee Changes. Simplibot may change Plan pricing by giving notice before the change takes effect. A price change will apply no earlier than Customer's next monthly renewal following the notice, unless required sooner by a government charge, carrier, or third-party provider whose cost is passed through.
4.7 Call Usage Charges. Calls are billed per started minute of call time at the per-minute rate displayed in the Platform; a partial minute is billed as a full minute. Calls answered by a voicemail system or answering machine are billed per started minute at the voicemail rate displayed in the Platform, whether or not a message is left. Calls that are not answered, and calls lasting five seconds or less, are not billed.
5. TELEPHONE NUMBERS AND TELECOMMUNICATIONS RESOURCES
5.1 Numbers Made Available; No Ownership. Simplibot may procure telephone numbers from Twilio or other telecommunications providers and make them available to Customer as part of the Service. Telephone numbers are licensed or allocated resources, not property sold to Customer. Customer receives no ownership, title, permanent right, or guarantee of continued availability, geographic eligibility, portability, caller-name display, reputation, routing, or uninterrupted use of any number.
5.2 Customer Is Responsible for Use. As between Simplibot and Customer, Customer is the caller, sender, initiator, and party responsible for all communications transmitted or attempted through Customer's account or assigned numbers. Customer alone selects recipients, determines the timing, purpose, content, frequency, scripts, campaigns, and legal basis for communications, and bears all responsibility and liability arising from the management and use of the numbers and communications. Simplibot's procurement, provisioning, configuration, or technical routing of a number does not make Simplibot the sender, seller, telemarketer, campaign sponsor, content provider, or beneficiary of Customer's communications.
5.3 Compliance Obligations. Customer must obtain, document, and maintain every notice, consent, permission, registration, license, and other legal basis required for each communication and use case. Customer must comply with all applicable federal, state, local, and foreign laws and rules, including the Telephone Consumer Protection Act and implementing FCC rules, the Telemarketing Sales Rule, federal and state do-not-call requirements, state mini-TCPA and telemarketing laws, call-recording and wiretap laws, caller-identification and anti-spoofing rules, accessibility obligations, consumer-protection laws, sanctions and export controls, and all carrier, numbering authority, and provider requirements.
5.4 Operational Compliance. Without limiting Section 5.3, Customer is solely responsible for: scrubbing and honoring national, state, internal, and entity-specific do-not-call and suppression lists; honoring opt-outs and revocations promptly; applying permitted calling windows and frequency limits; maintaining defensible consent and revocation records; providing required artificial-intelligence, prerecorded or artificial-voice, recording, identity, and marketing disclosures; ensuring caller-ID information is accurate and not misleading; registering campaigns and brands where required; preventing number spoofing, call pumping, traffic inflation, spam, phishing, fraud, harassment, and unwanted communications; and responding to recipient, carrier, regulator, and law-enforcement complaints concerning Customer's activity.
5.5 Number Administration. Customer must provide all identity, address, business, end-user, emergency-location, campaign, and other information required by Simplibot, a carrier, a numbering authority, or law. Customer authorizes Simplibot to submit that information to relevant providers and authorities for provisioning, registration, verification, porting, abuse response, and compliance. Customer represents that all submitted information is accurate and that it has authority to use any requested personal or business name, brand, caller ID, content, and number.
5.6 Withdrawal, Replacement, and Reassignment. Simplibot may block traffic or suspend, replace, withdraw, reclaim, or reassign a number immediately if required or requested by a provider, carrier, regulator, numbering authority, court, or law-enforcement agency; if the number becomes unavailable; for technical or security reasons; for nonpayment; or if Simplibot reasonably suspects unlawful, fraudulent, abusive, unauthorized, or noncompliant use. Where reasonably practicable, Simplibot will provide notice, but it is not required to delay action. Simplibot is not liable for loss of a number, failed porting, number reassignment, blocked or mislabeled traffic, loss of caller-ID reputation, or any resulting business interruption or claim, except to the extent liability cannot lawfully be excluded.
5.7 Porting. Porting is not guaranteed and is subject to law, provider approval, documentation, timing, eligibility, and fees. Customer must not represent that it owns a Simplibot-procured number. Upon termination, Customer has no continuing right to use or port any number unless Simplibot expressly approves the port in writing and all provider requirements and outstanding charges are satisfied before the number is released or reclaimed.
5.8 Emergency Services. The Service and any numbers made available through it are not a replacement for a traditional telephone service and must not be used for emergency calls, including 911, unless an Order expressly identifies emergency-calling capability. Customer must provide an independent means of emergency communication and must notify Authorized Users and call recipients of applicable limitations.
5.9 Unauthorized Use and Costs. Customer is responsible for all traffic, usage charges, taxes, regulatory fees, investigations, remediation costs, penalties, fines, settlements, chargebacks, and third-party claims arising from Customer's numbers, accounts, communications, or failure to secure credentials, including unauthorized or fraudulent use, except to the extent directly caused by Simplibot's willful misconduct and not subject to lawful allocation under the Agreement.
5.10 No Compliance Determination. Simplibot may provide controls, templates, or information intended to assist Customer, but does not determine whether Customer's use is lawful and does not provide legal or regulatory advice. Screening, consent, suppression, recording, disclosure, and registration features do not shift Customer's responsibility or guarantee compliance.
6. ACCEPTABLE USE AND REGULATED ACTIVITIES
6.1 Prohibited Conduct. Customer will not use the Service for illegal, deceptive, fraudulent, defamatory, discriminatory, exploitative, infringing, threatening, harassing, or abusive activity; impersonation or misleading affiliation; unsolicited or unlawful calls or messages; evasion of carrier or platform controls; collection of data without authority; malware; credential theft; high-risk financial schemes; or any activity reasonably likely to harm recipients, Simplibot, the Service, telecommunications networks, or third parties.
6.2 Insurance and Other Regulated Uses. Customer is solely responsible for ensuring that each person using the Service is properly licensed, appointed, supervised, and authorized for the activity performed. Customer must approve scripts and workflows and must not use the Service to bind coverage, make an underwriting or claims determination, provide individualized legal, medical, tax, investment, insurance, or financial advice, or make a decision producing legal or similarly significant effects without qualified human review and all required authorization.
6.3 Monitoring and Cooperation. Simplibot may investigate suspected misuse, preserve relevant records, apply technical controls, and cooperate with providers and lawful government requests. Customer will promptly provide information reasonably requested for an abuse, security, billing, or compliance investigation. Simplibot's decision not to monitor or act in one instance does not waive its rights.
7. AI FEATURES AND OUTPUTS
7.1 Nature of AI. The Service may use artificial intelligence to generate text, speech, summaries, recommendations, classifications, or actions ("Outputs"). Outputs may be inaccurate, incomplete, biased, offensive, non-unique, or unsuitable for Customer's purpose. Customer must independently evaluate Outputs and apply qualified human review before relying on or distributing them.
7.2 Customer Responsibility. Customer is responsible for prompts, instructions, source materials, configured actions, use of Outputs, and all decisions and communications made with the Service. Customer must not represent an Output as verified by Simplibot. Simplibot does not warrant that an Output is legally compliant, accurate, fit for a regulated purpose, or free from third-party rights.
8. CUSTOMER DATA, PRIVACY, AND SECURITY
8.1 Customer Data. Customer retains its rights in data, content, recordings, recipient information, scripts, prompts, and materials submitted to or generated through the Service for Customer ("Customer Data"). Customer grants Simplibot and its subprocessors a worldwide, non-exclusive right to host, copy, transmit, display, modify, and otherwise process Customer Data as necessary to provide, secure, maintain, improve, and comply with law regarding the Service.
8.2 Customer's Privacy Duties. Customer represents that it has all rights and lawful bases needed to collect, record, upload, disclose, and instruct Simplibot to process Customer Data. Customer is responsible for legally sufficient privacy notices, consent mechanisms, data-subject requests, retention settings, and instructions, and for determining whether the Service is appropriate for the categories of data and jurisdictions involved.
8.3 Restricted Data. Customer will not submit protected health information subject to HIPAA, payment-card data subject to PCI DSS, government identification credentials, account passwords, precise financial account credentials, or other specially regulated or highly sensitive data unless an applicable written addendum or Order expressly authorizes that data and states the required safeguards. The Service is not a system of record unless an Order expressly says otherwise.
8.4 Security. Simplibot will maintain reasonable administrative, technical, and organizational measures designed to protect Customer Data. Customer acknowledges that no service is immune from security incidents and remains responsible for endpoint security, Authorized Users, access controls, integrations, exports, backups, and its own systems.
8.5 Usage Data. Simplibot may collect and use service telemetry, diagnostics, and aggregated or de-identified information that does not identify Customer or a natural person to operate, secure, analyze, and improve its products and business.
8.6 Data Export and Deletion. Customer must export any Customer Data it wishes to retain before termination. Subject to legal obligations, backup cycles, security requirements, and any applicable addendum, Simplibot may delete or render inaccessible Customer Data after termination and is not obligated to retain or restore it.
8.7 Account Holder Information. Simplibot's collection and use of personal information about Customer, if Customer is an individual, and about Authorized Users as account holders is described in the Humanize Privacy Policy published in the Service and on Simplibot's website.
9. THIRD-PARTY SERVICES
9.1 Dependencies and Integrations. The Service may rely on or interoperate with third-party telecommunications carriers, cloud hosts, AI providers, calendar providers, payment processors, and other services. Customer's use of a third-party service may be subject to that provider's terms and policies. Simplibot is not responsible for third-party services, acts or omissions, outages, content, pricing, policy changes, filtering, number decisions, or termination of access.
9.2 Provider Rules. Customer must comply with all downstream provider acceptable-use, messaging, voice, number, registration, and country-specific requirements that apply to Customer's use. Simplibot may implement or enforce those requirements and may pass through restrictions, fees, or remedial actions imposed by a provider.
10. OWNERSHIP, LICENSES, AND FEEDBACK
10.1 Simplibot Materials. Simplibot and its licensors retain all right, title, and interest in and to the Service, software, models, prompts, system instructions, workflows, interfaces, documentation, designs, trademarks, know-how, improvements, and all related intellectual property. Except for the limited right in Section 2.2, no right is granted by implication, estoppel, or otherwise.
10.2 Feedback. If Customer provides suggestions, ideas, or feedback, Customer grants Simplibot a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and exploit it without restriction or obligation, provided Simplibot does not identify Customer as the source without permission.
11. CONFIDENTIALITY
11.1 Confidential Information. Each party may receive non-public information that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information excludes information that the recipient can document is lawfully public, already known without restriction, independently developed without use of the other party's information, or rightfully received from a third party without a duty of confidentiality.
11.2 Protection and Permitted Disclosure. The recipient will use at least reasonable care to protect Confidential Information, use it only to perform or exercise rights under the Agreement, and disclose it only to personnel, advisors, and subprocessors who need to know and are bound by confidentiality obligations. A recipient may disclose information when legally required after giving notice where lawful and reasonable assistance at the discloser's expense.
12. SERVICE AVAILABILITY AND BETA FEATURES
12.1 Availability. Unless an Order expressly states a service-level commitment, the Service is provided without a guaranteed uptime, response time, restoration time, capacity, or continuity commitment. Maintenance, provider outages, network congestion, security events, force majeure, and carrier or regulatory action may interrupt or degrade the Service.
12.2 Beta and Preview Features. Features labeled beta, preview, early access, evaluation, or similar are optional, may be changed or withdrawn at any time, and are provided as-is without warranty, indemnity, service commitment, or liability to the maximum extent permitted by law.
13. DISCLAIMERS
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, TELEPHONE NUMBERS, OUTPUTS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." SIMPLIBOT AND ITS LICENSORS, PROVIDERS, AND AFFILIATES DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SIMPLIBOT DOES NOT WARRANT THAT THE SERVICE OR ANY NUMBER WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, COMPLIANT FOR CUSTOMER'S USE, OR FREE OF HARMFUL COMPONENTS; THAT ANY OUTPUT WILL BE ACCURATE OR SUITABLE; OR THAT DEFECTS WILL BE CORRECTED. CUSTOMER USES THE SERVICE AT ITS OWN RISK.
14. CUSTOMER INDEMNIFICATION
14.1 Covered Claims. Customer will defend, indemnify, and hold harmless Simplibot, its affiliates, licensors, telecommunications and technology providers, and each of their officers, directors, employees, contractors, and agents from and against all third-party claims, demands, investigations, proceedings, fines, penalties, damages, judgments, settlements, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: Customer's or an Authorized User's use of the Service; any communication, content, campaign, recording, recipient list, Customer Data, Output, number, caller ID, or account activity; lack of consent or required notice; violation of law, provider rules, or third-party rights; a regulated activity; fraud, misuse, or unauthorized use of Customer's account; or Customer's breach of the Agreement.
14.2 Procedure. Simplibot will give reasonably prompt notice of a claim, provided delay relieves Customer only to the extent materially prejudiced. Customer may control the defense with counsel reasonably acceptable to Simplibot, but may not settle a claim in a manner that admits fault by, imposes obligations on, or fails to fully release a protected party without Simplibot's written consent. Simplibot may participate with its own counsel at its expense and may assume control if Customer fails to defend promptly.
15. LIMITATION OF LIABILITY
15.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIMPLIBOT AND ITS AFFILIATES, LICENSORS, AND PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY, DATA, OR USE; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR CLAIMS, FINES, OR PENALTIES ARISING FROM CUSTOMER COMMUNICATIONS OR TELEPHONE-NUMBER USE, EVEN IF ADVISED OF THE POSSIBILITY.
15.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF SIMPLIBOT AND ITS AFFILIATES, LICENSORS, AND PROVIDERS ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO SIMPLIBOT FOR THE SERVICE DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.
15.3 Allocation of Risk. The limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, statute, or otherwise, and even if a remedy fails of its essential purpose. They do not limit liability that cannot lawfully be limited. Customer's payment obligations, indemnity obligations, breach of Sections 2.3 or 6, misuse of Simplibot intellectual property, or liability arising from Customer's communications, numbers, data, or violation of law are not subject to the liability cap.
16. SUSPENSION AND TERMINATION
16.1 Suspension. Simplibot may suspend or restrict access, traffic, integrations, or numbers immediately if payment is overdue; Customer breaches the Agreement; Simplibot reasonably suspects a security threat, fraud, abuse, illegal or noncompliant activity, or risk of harm; a provider or authority requests action; or suspension is reasonably necessary to protect the Service, recipients, Simplibot, or third parties. Suspension does not waive Customer's payment obligations.
16.2 Termination by Customer. Customer may terminate its subscription at any time by canceling under Section 4.4. Termination is effective at the end of the current monthly billing period, and the full charge for that month remains due and non-refundable.
16.3 Termination by Simplibot. Simplibot may terminate the Agreement or an affected subscription immediately for material breach, nonpayment, unlawful or abusive use, a provider or government requirement, or if continued provision would create material legal, security, reputational, or operational risk. Simplibot may also terminate a month-to-month subscription for convenience effective at the end of a billing period by giving reasonable notice.
16.4 Effect. Upon termination, Customer's right to access and use the Service ends, subject to any continued access through a paid period under Section 4.4. Customer must stop using Simplibot materials, numbers, and credentials and pay all accrued charges. Sections that by their nature should survive will survive, including payment, compliance responsibility, data rights, ownership, confidentiality, disclaimers, indemnification, liability limits, dispute terms, and general provisions.
17. CHANGES TO THESE TERMS
17.1 Updates. Simplibot may update these Terms to reflect legal, regulatory, security, provider, product, or business changes. The updated Terms will identify their effective date and will be made available through the Service or Simplibot's website. Material changes will apply on Customer's next monthly renewal after notice unless a change must apply sooner for law, security, abuse prevention, or a provider requirement. Continued use after the applicable effective date constitutes acceptance. If Customer does not agree, its sole remedy is to cancel before the change applies.
18. GOVERNING LAW AND DISPUTES
18.1 Governing Law. The Agreement is governed by the laws of the State of Wyoming, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.2 Informal Resolution. Before filing a claim, a party must give written notice describing the dispute and requested relief and allow at least thirty days for good-faith resolution, except that either party may seek immediate injunctive or equitable relief for misuse of intellectual property, confidentiality, security, or unauthorized access.
18.3 Courts; Jury Waiver. The state and federal courts located in Wyoming have exclusive jurisdiction over disputes arising from or relating to the Agreement, and each party consents to personal jurisdiction and venue there. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY.
18.4 Individual Claims. To the maximum extent permitted by law, each party may bring claims against the other only in its individual capacity and not as a plaintiff, claimant, or class member in any purported class, collective, consolidated, coordinated, mass, or representative proceeding.
18.5 Time Limit. To the maximum extent permitted by law, any claim must be filed within one year after the events giving rise to it, or it is permanently barred. This limit does not apply to collection of unpaid fees or claims that cannot lawfully be shortened.
19. GENERAL
19.1 Notices. Simplibot may provide operational or legal notices through the Service, to Customer's account email, or by another reasonable electronic method. Notices to Simplibot must be sent using the legal-notice contact method then published in the Service or on Simplibot's website and are effective when received.
19.2 Assignment. Customer may not assign or transfer the Agreement, by operation of law or otherwise, without Simplibot's prior written consent. Simplibot may assign the Agreement in connection with a merger, reorganization, sale of assets or equity, financing, or transfer to an affiliate. Any prohibited assignment is void.
19.3 Force Majeure. Simplibot is not liable for delay or failure caused by events beyond its reasonable control, including internet or telecommunications failure, carrier or cloud-provider action, cyberattack, labor dispute, utility failure, natural disaster, epidemic, war, terrorism, civil disturbance, governmental action, or changes in law.
19.4 Independent Parties; No Third-Party Beneficiaries. The parties are independent contractors. The Agreement does not create an agency, partnership, fiduciary, franchise, employment, or joint-venture relationship. Except for protected parties under Sections 14 and 15, there are no third-party beneficiaries.
19.5 Waiver; Severability. A waiver must be in writing and applies only to the specific instance. If a provision is unenforceable, it will be enforced to the maximum lawful extent and modified or severed only as necessary; the remaining provisions remain effective.
19.6 Entire Agreement. The Agreement is the complete agreement about the Service and supersedes prior or contemporaneous proposals, communications, and agreements on that subject, including any prior subscription-to-own or perpetual-license terms. Headings are for convenience only. "Including" means "including without limitation." Electronic acceptance and records have the same effect as originals.
20. ADDITIONAL TERMS FOR PERSONAL CUSTOMERS
20.1 Application. This Section 20 applies only to Personal Customers and, for them, prevails over any conflicting provision of these Terms, a Plan, or an Order. It does not apply to Business Customers.
20.2 Statutory Rights. Nothing in the Agreement excludes, restricts, or modifies any right or remedy that a Personal Customer has under consumer-protection or other law that cannot lawfully be excluded, restricted, or modified by contract. Where a provision of these Terms applies "to the maximum extent permitted by law" or is otherwise limited by law, that limit includes those rights.
20.3 Late Payment. Interest and collection costs under Section 4.3 apply to a Personal Customer only to the extent permitted by the law that applies to it.
20.4 Cooling-Off Rights. If the law that applies to a Personal Customer gives it a right to cancel a purchase within a set period and receive a refund (a "cooling-off right"), that right applies despite Sections 4.4 and 16.2 and Schedule A. A Personal Customer may exercise it by canceling through the Platform or by notice under Section 19.1. By using the Service during the cooling-off period, the Personal Customer asks Simplibot to start providing the Service immediately; if it then exercises the cooling-off right, Simplibot will refund the amounts paid for that purchase, less a proportionate amount for the Service provided and any call, telephone-number, or other usage charges incurred before cancellation, to the extent that law permits.
20.5 Unauthorized Use. Section 5.9 does not make a Personal Customer responsible for charges, costs, or other amounts to the extent they were caused by Simplibot's negligence or breach of the Agreement.
20.6 Indemnification. Section 14 applies to a Personal Customer only to the extent permitted by the law that applies to it, and only for claims arising from its or its Authorized Users' breach of the Agreement, violation of law or third-party rights, communications made through its account, or fraud or intentional misuse of the Service.
20.7 Warranties and Liability. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages, so some of the disclaimers and limits in Sections 13 and 15 may not apply to a Personal Customer. Nothing in these Terms excludes or limits Simplibot's liability to a Personal Customer for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under the law that applies to the Personal Customer.
20.8 Changes to These Terms. Simplibot will send notice of a material change to these Terms to a Personal Customer's account email before the change applies. A Personal Customer that does not agree may cancel under Section 4.4 before the change applies and will not be charged for any later billing period.
20.9 Governing Law and Courts. Section 18.1 does not deprive a Personal Customer of the protection of mandatory consumer-protection provisions of the law of the place where it resides. Despite Section 18.3, a Personal Customer may bring proceedings in the courts of the place where it resides if that law gives it the right to do so, and either party may bring an individual claim in a small-claims court that has jurisdiction. The jury waiver in Section 18.3 and the requirement in Section 18.4 apply to a Personal Customer only to the extent the law that applies to it permits, and Section 18.5 does not apply to a Personal Customer.
21. CONTACT
Questions about these Terms or legal notices may be submitted through the contact method published within the Humanize platform or on Simplibot's website at simplibot.ai.
Schedule A. PHONE NUMBER BILLING
A monthly fee of $1.50 per Twilio number will be automatically deducted from your account balance for each active number.
The first month is charged at the moment of purchase. Purchases are immediate and are not refundable: releasing a number stops future charges but does not return money already paid, and the released number returns to the public pool and cannot be recovered. If your balance cannot cover the monthly fee, the number enters a grace period and is released if the fee remains unpaid when that period ends.