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Effective Date: Upon the earlier of (a) the date you click to accept or agree to these Terms, or (b) the date you first access or use the Services.
These Terms of Service (these “Terms”) are a binding agreement between Lippy AI, Inc. (“Provider,” “Lippy AI,” “we,” “us,” or “our”) and the customer entity or individual agreeing to these Terms (“Customer,” “you,” or “your”). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.
If you and Lippy AI have executed a separate Master Service Agreement or order form for the Services (an “MSA”), then the MSA controls for the expressly negotiated commercial terms in the event of conflict with these Terms. Otherwise, these Terms govern your access to and use of the Services.
1.1 Services Provided. Provider delivers virtual receptionist and related customer communications across phone, text messaging (SMS/MMS), email, and website chatbots (the “Channels”), utilizing AI-driven systems (“AI Assistants”). Services include inbound handling and, if requested, outbound messaging or calling.
1.2 Additional Services. Customer may request additional roles, projects, or expansions of Services under these Terms. All such additions shall be subject to the terms and conditions herein unless otherwise agreed upon in writing by the Parties.
1.3 No Separate Statement of Work. No separate Statement of Work is required. Instead, all Services, including future roles or projects, shall be governed by and incorporated into these Terms upon mutual written confirmation (including email) of the scope and fees for the additional Services.
1.4 Self-Serve Accounts; Click-Wrap. For accounts created via the dashboard, Customer agrees that the plan-level fees, usage rates, and any displayed taxes at checkout (and in the in-product billing page) constitute the “order” for purposes of these Terms. By clicking “Create Account,” “Subscribe,” or similar, Customer accepts the order and authorizes recurring charges to the payment method on file until canceled under Section 7.2.
2.1 Plans and Fees. Pricing depends on whether Customer uses white-glove setup or self-serve via the dashboard. Subscription plans (including Solo and Team) are described on our website, and we offer an Enterprise tier with custom pricing. Custom setup fees may apply. Dashboard pricing will be presented in the product at checkout once available.
2.2 Usage Billing (Enterprise; Month-to-Month). For Enterprise, usage is billed at the per-minute rate specified in Customer’s ordering document or enterprise order (billed from pickup to hangup, prorated to the second), and charged in arrears monthly to the payment method on file. This plan is cancellable at any time; Provider will bill for usage incurred up to the effective date of cancellation.
2.3 Billing and Payment Terms.
For clarity, invoices serve as a record of charges; unless otherwise agreed in writing, Provider will automatically charge the payment method on file for invoiced amounts on or after the invoice date.
2.4 Late Payments. If any undisputed payment is not received when due, Provider may suspend Services until payment is made current.
2.5 Card Authorization; Retries; Chargebacks. Customer authorizes Provider and its payment processor to store Customer’s payment method and to automatically charge all fees, usage, taxes, and any amounts owed under these Terms. If a charge is declined, Provider may re-attempt charges and assess the outstanding balance. Customer is responsible for chargebacks and related processor fees unless caused solely by Provider’s error. Customer will reimburse reasonable collection costs (including attorneys’ fees) for undisputed past-due amounts.
2.6 Setup Fees; Refunds. Unless expressly stated otherwise in an order, setup fees are for initial provisioning and are non-refundable once provisioning begins. Usage fees already incurred are non-refundable. Promotional credits (if any) have no cash value and expire as stated.
2.7 Taxes. All fees are exclusive of any taxes, levies, or duties imposed by taxing authorities. Customer shall be responsible for payment of all such taxes except those based on Provider’s income.
2.8 No Performance Guarantee. Customer acknowledges that Provider does not guarantee lead warmth, response rates, appointment volumes, conversion, or revenue. Fees are due for Services rendered regardless of outcomes.
2.9 Fair Use; Abuse. Provider may implement per-account rate limits, concurrent-session limits, and traffic-quality controls to preserve platform stability and compliance. Provider may suspend or throttle activity that (a) materially degrades the Services; (b) triggers abnormal analytics labeling/blocking; or (c) creates undue security or regulatory risk.
2.10 Messaging and Email Limits; Quotas. Provider may impose default and account-specific sending limits and quotas (including per-number/domain/IP/campaign limits, and per-minute, per-hour, and per-day caps) and may adjust such limits at any time to protect deliverability, capacity, and compliance. Provider may require template pre-approval, warm-up plans, or use of dedicated numbers, domains, or IPs. Unused quota does not carry over unless expressly stated.
3.1 Implementation, Integration, and Creation. Provider (Lippy AI) shall handle implementation, integration, and creation of the AI Assistants in a white-glove manner for applicable tiers, ensuring seamless integration with Customer’s systems where possible.
3.2 Support. Provider shall provide reasonable support to address any technical issues that arise.
4.1 Accurate Information and Instruction. Customer shall provide Provider with accurate and up-to-date instructions, call scripts, contact information, and any other necessary data to allow Provider to effectively perform the Services.
4.2 Compliance with Laws. Customer shall ensure that any instructions, scripts, or customer contact lists provided comply with all applicable laws and regulations, including but not limited to the Telephone Consumer Protection Act (TCPA), other telemarketing laws, consumer protection, and privacy regulations.
4.3 Consent Where Required. Where consent is required by law for the contemplated call type or destination, Customer will obtain and maintain legally sufficient consent (including prior express written consent where required for artificial/prerecorded-voice telemarketing to residential or wireless/charged-party numbers) before initiating any campaign.
4.4 Lead Source and Documentation. Customer represents and warrants that each telephone number or contact furnished to Provider has the requisite level of consent required by applicable law for the type of call or message to be made, including written consent where required for AI, prerecorded, or autodialed communications. Customer further represents and warrants that no list was purchased, rented, scraped, or obtained from third parties without valid transferable consent. Customer shall maintain detailed consent records for each contact, including date, method, scope, and source of consent, and shall provide such records to Provider within forty-eight (48) hours of request.
4.5 Telemarketing, Messaging, Email, and Acceptable Use.
4.6 No Duty to Verify. Provider has no obligation to audit, verify, or confirm the source of any lead or the existence or scope of consent. Provider may rely on Customer’s representations and warranties in Section 4. Customer remains solely responsible for compliance.
4.7 Call Recording and Disclosures. If Customer enables call recording or transcription, Customer is responsible for providing and documenting legally sufficient notices and consents to callers under applicable one-party/multi-party consent laws. On Customer’s written instruction, Provider will play a disclosure message supplied or approved by Customer at call start.
4.8 AI Voice Treatment. The Parties acknowledge that AI-generated voice is treated as an “artificial/prerecorded voice” for telemarketing rules; all artificial/prerecorded-voice rules apply.
4.9 A2P Registration and Cooperation. Customer will provide timely and accurate information required for A2P 10DLC, toll-free verification, short code leasing, or similar programs, including legal name, EIN, website, use case, sample messages, and opt-in flows. Customer authorizes Provider to submit and manage registrations on Customer’s behalf. Customer is responsible for delays or rejections caused by inaccurate or incomplete information.
5.1 Definition. “Confidential Information” means any non-public or proprietary information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is marked as confidential or that a reasonable person would consider confidential by its nature.
5.2 Obligations. The Receiving Party shall protect the Disclosing Party’s Confidential Information using reasonable care, not disclose it to any third party without the Disclosing Party’s prior written consent, and use it only as necessary to perform obligations or exercise rights under these Terms.
5.3 Data Ownership and License. As between the Parties, Customer owns all data, recordings, transcripts, contact information, and content supplied by or collected on behalf of Customer through the Services (“Customer Data”). Customer grants Provider a non-exclusive license to host, process, transmit, and display Customer Data solely to provide and improve the Services. Provider may use de-identified and aggregated data derived from Customer’s use of the Services for analytics, benchmarking, and service improvement, provided no individual or Customer is identified.
5.4 Data Processing; DPA. Provider acts as a “service provider”/“processor” for Customer Data under applicable privacy laws. The Parties incorporate by reference Provider’s Data Processing Addendum (DPA) (linked in the website footer); in the event of conflict, these Terms control for commercial terms and the DPA controls for data protection terms.
5.5 No PHI Without Business Associate Agreement (BAA). The Services are not designed to process Protected Health Information (“PHI”) under HIPAA absent a separately executed Business Associate Agreement. Customer shall not submit PHI unless and until the Parties execute a BAA; if submitted without a BAA, Provider has no HIPAA obligations and may delete such data. PHI discovered without a BAA may be deleted or returned and we may suspend affected features.
5.6 Security; Incident Notice.
6.1 Ownership. All intellectual property rights in and to the AI Assistants, including but not limited to code, methodologies, and systems, are and shall remain the sole property of Provider.
6.2 License to Use. Provider grants Customer a limited, non-exclusive, non-transferable license to use the AI Assistants solely for its internal business purposes during the term of these Terms.
7.1 Term. These Terms begin on the Effective Date and continue until terminated by either Party in accordance with Section 7.2 or 7.3. There is no annual commitment unless specified in an order.
7.2 Termination for Convenience. Either Party may terminate at any time upon written notice to the other Party, without penalty. Termination is effective upon receipt of such notice (or as otherwise stated in the notice), and Provider will bill only for fees/usage incurred up to the effective date of termination.
7.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party: (a) materially breaches these Terms and fails to cure such breach within ten (10) days of receiving written notice; or (b) becomes insolvent or files for bankruptcy.
7.4 Effect of Termination. Upon termination, Customer shall pay all outstanding fees for Services rendered up to the date of termination. Provider shall cease providing the Services, and Customer’s license to use the AI Assistants shall immediately terminate.
7.5 Immediate Suspension for Compliance Risk. Notwithstanding Section 7.2, Provider may immediately suspend some or all Services, in whole or in part, upon notice to Customer if Provider reasonably suspects non-compliance with Section 4 or receives credible complaints, carrier flags, or regulatory inquiries. Suspension may continue until Customer provides satisfactory remediation and evidence of compliance. Suspension does not waive or reduce Customer’s payment obligations for Services already rendered.
8.1 Provider Warranties. Provider warrants that it will provide the Services in a professional and workmanlike manner and in compliance with laws applicable to Provider’s operation of the platform and network. For clarity, Customer is responsible for the legality of targets, scripts, calling content, list sourcing, consent, and campaign directives. Additionally, the Services do not support access to emergency services (e.g., 911/999/112/988). Customer must maintain alternative means for emergency communications. Provider disclaims any responsibility for emergency calls or routing.
8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
8.3 Third-Party Services. The Services depend on subprocessors, third-party networks, carriers, analytics, and integrations. Provider is not responsible for unavailability, blocking, labeling, or performance issues attributable to third parties.
8.4 No Legal Advice; UPL. The Services and AI Assistants are operational tools for intake/scheduling and do not provide legal advice. Provider and the Services do not form an attorney-client relationship with any caller, and will not engage in the practice of law. Customer is solely responsible for all legal content, disclosures, conflicts checks, privilege handling, and supervision of any intake.
8.5 API/Fair-Use, Throttling, and Deprecations. Provider may throttle, rate-limit, or suspend usage to protect platform stability or for security. Provider may deprecate features or endpoints with reasonable notice and a migration path.
8.6 Beta/Experimental Features. Certain features may be identified as alpha, beta, preview, or otherwise not generally available (“Beta Features”). Beta Features are provided as is, may be modified or discontinued at any time, are excluded from any SLAs, and may be subject to additional terms presented in-product.
8.7 AI Limitations. The AI Assistants may generate errors or misunderstand user input; Customer must review outputs and maintain human oversight for regulated workflows.
8.8 Deliverability and Filtering. Messaging and email deliverability depend on third parties. Provider does not guarantee inbox placement, carrier acceptance, or removal of spam labels or blocks. Filtering, throttling, or blocking by carriers, inbox providers, analytics vendors, or spam filters is not a breach by Provider.
9.1 No Control Over Lead Source or Consent Verification. If Provider makes outbound calls on Customer’s behalf, it will do so solely based on Customer-provided data and instructions, without control or verification of the lead source or consent documentation.
9.2 Customer Accountability for Compliance. Customer is solely responsible for ensuring compliance with all applicable telemarketing laws and for obtaining the necessary consents from all call recipients.
9.3 Limitation of Liability for Non-Compliance. Provider shall not be liable for any claims, penalties, damages, or losses resulting from Customer’s failure to obtain proper consent or adhere to legal requirements for outbound calls.
9.4 Liability Cap. EXCEPT FOR (A) CUSTOMER’S INDEMNIFICATION OBLIGATIONS, (B) EITHER PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR (C) CUSTOMER’S FEES DUE, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
9.5 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, OR ANY LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10.1 Indemnity and Hold Harmless. Customer shall indemnify, defend, and hold harmless Provider, its affiliates, subsidiaries, officers, directors, employees, agents, partners, and representatives (collectively, the “Protected Parties”) from and against any and all claims, demands, actions, lawsuits, liabilities, damages, losses, costs, and expenses, including but not limited to reasonable attorneys’ fees and court costs (collectively, “Claims”), arising out of or related to: (a) use or misuse of the Services by Customer, its employees, agents, or any third parties authorized by Customer; (b) breach by Customer of its representations, warranties, covenants, or obligations; (c) violations of applicable laws (including privacy and telemarketing statutes such as the TCPA); (d) content, data, or materials provided by Customer; (e) interactions with third parties initiated by Customer; (f) negligence or misconduct by Customer or its representatives; or (g) third-party claims arising from Customer’s business operations not directly related to the Services. Customer’s indemnification includes all governmental investigations, assessments, fines, penalties, and attorneys’ fees arising from or relating to outbound communications made using the Services based on Customer’s data, instructions, or lists.
10.2 Defense of Claims. Upon receiving notice of any Claim for which indemnity is sought, Provider shall promptly notify Customer in writing. Customer shall assume the exclusive right to defend and settle such Claim, provided that: (i) Provider may participate in the defense at its own expense; (ii) Customer shall not settle any Claim without Provider’s prior written consent (not to be unreasonably withheld or delayed); and (iii) Customer shall provide all necessary cooperation and access to information required for the defense of the Claim.
10.3 No Admission of Liability. The indemnification obligations in this Section 10 shall not be construed as an admission of liability by Customer or Provider for any Claims.
10.4 Survival of Indemnification. The indemnification obligations of Customer shall survive termination or expiration of these Terms.
10.5 Limitations on Indemnification. Notwithstanding anything to the contrary, Customer shall not indemnify the Protected Parties for any Claims arising solely from the gross negligence or willful misconduct of the Protected Parties.
10.6 Expenses and Costs. Customer shall bear all expenses and costs (including reasonable attorneys’ fees) incurred by the Protected Parties in connection with the investigation, defense, or settlement of any Claim, provided that Customer is not responsible for any costs arising from the gross negligence or willful misconduct of the Protected Parties.
10.7 Non-Exclusive Remedy. The indemnification rights and remedies provided in this Section 10 are in addition to any other rights or remedies available at law or in equity and shall not be deemed exclusive of any other rights or remedies.
11.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
11.2 Venue and Jurisdiction. Any dispute arising out of or in connection with these Terms shall be brought exclusively in the state or federal courts located in Los Angeles County, California. Each Party hereby consents to the exclusive jurisdiction and venue of such courts and waives any objection to such jurisdiction or venue, including objections based on forum non conveniens.
11.3 WAIVER OF JURY TRIAL. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.
12.1 Notices. Any notices required or permitted under these Terms shall be in writing and delivered by email, overnight courier, or registered mail to the addresses provided by the Parties (or to legal@lippy.ai for Provider) or as otherwise updated in writing.
12.2 Force Majeure. Neither Party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, labor disputes, or government actions.
12.3 Relationship of the Parties. The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, or employment relationship between the Parties. Customer is the “seller/telemarketer” where applicable and solely controls targets, content, and timing; Provider is a service provider executing Customer’s instructions and does not act as Customer’s agent.
12.4 Assignment. Customer may not assign or transfer these Terms without Provider’s prior written consent. Provider may assign these Terms in the event of a merger, acquisition, or sale of all or substantially all its assets.
12.5 Entire Agreement. These Terms constitute the entire agreement between the Parties regarding their subject matter and supersede all prior or contemporaneous agreements, communications, and understandings, except that any executed MSA or order form shall supplement these Terms as described above.
12.6 Amendments and Waivers. Any amendment or waiver must be in writing and signed by both Parties. Notwithstanding the foregoing, updates to the Website Terms (Section 12.8) are governed by Section 12.8.
12.7 Severability. If any provision of these Terms is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
12.8 Order of Precedence; Website Terms Updates. As between these Terms and the version of Provider’s online terms located at https://www.lippy.ai/terms-of-service (the “Website Terms”) in effect as of the Effective Date, these Terms shall govern and supersede any conflicting terms in the Website Terms. Provider may update the Website Terms from time to time (each, an update to the Website Terms, the “Updated Terms”). Effective upon the later of (a) thirty (30) days after Provider provides written notice of the Updated Terms to Customer with a direct link and a summary of material changes, or (b) the effective date stated within the Updated Terms, the Updated Terms are incorporated by reference and shall control in the event of any conflict with these Terms, except that the commercial terms expressly negotiated in an MSA or order (including fees, usage rates, pricing, payment timing, term/termination rights, and any SOW-level or integration-specific commitments) shall continue to govern unless the Parties agree in writing to modify them. Updates will not apply retroactively to disputes already filed. If Customer objects to a material adverse change, Customer may terminate for convenience before the Updated Terms effective date; in such case, Provider will bill only for fees/usage through the termination effective date.
12.9 Incorporation by Reference; Policies. Customer’s use of the Services is also subject to (and these Terms incorporate by reference): (a) the Data Processing Addendum (DPA) linked in the website footer; (b) Provider’s Privacy Policy (linked in the website footer); (c) Provider’s Cookie Policy (linked in the website footer); and (d) Provider’s Subprocessor List (linked in the website footer). In case of conflict, these Terms control for commercial terms; the DPA controls for data protection matters; the Business Associate Agreement (BAA), if executed, controls for PHI/HIPAA matters; and the Privacy Policy governs Provider’s handling of personal data as a controller.
12.10 High-Risk Use. The Services are not designed for life-support, emergency, or other high-risk uses where failure could lead to death or severe injury.
By creating an account, clicking “I Agree,” or using the Services, Customer agrees to be bound by these Terms and the incorporated policies referenced above.