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     AI Services Terms and Conditions 

    Terms & Conditions

    1. Definitions

    1. "Simplicity," "we," "us" means Comtel Managed Solutions LLC, d/b/a Simplicity VOIP ("Simplicity"), the provider party to the MSA, and its affiliates.
    2. "Customer," "you" means the business entity that orders or uses the AI Services, and every person acting on its behalf.
    3. "AI Services" means any feature that uses machine learning, large language models, speech recognition, speech synthesis, or automated decision logic. This includes AI voice agents, virtual receptionists, transcription, call summaries, sentiment and keyword analytics, automated messaging, and related APIs.
    4. "Input" means any audio, text, data, prompts, recordings, files, or instructions submitted to the AI Services by you or your End Users.
    5. "Output" means any transcript, summary, response, synthesized voice, recommendation, score, or other content generated by the AI Services.
    6. "End User" means any person who interacts with the AI Services through your account, including your employees and any caller or recipient.
    7. "Third-Party AI Provider" means any vendor whose models, infrastructure, or services we use to deliver the AI Services.
    8. "Applicable Law" includes the TCPA, Telemarketing Sales Rule, CAN-SPAM, state call-recording and wiretap laws, state privacy and biometric laws, state AI laws, HIPAA, GLBA, and FCC and state public utility rules.
    9. "MSA" means the Master Services Agreement between Customer and Simplicity, consisting of the Simplicity Master Service Agreement General Terms of Services posted at www.SimplicityVoip.net and each executed Service Order, as amended from time to time. "Agreement," "Service Order," "Service Fees," "Payment Account," "Due Date," "Services," and other capitalized terms used but not defined in these Terms have the meanings given in the MSA. "MSA Section" refers to a numbered section of those General Terms of Services.

    2. Acceptance and Binding Agreement

    1. By ordering, activating, accessing, or using any AI Service, you agree to these Terms. These Terms become effective on the earliest of (1) your signature on a Service Order for, or your electronic acceptance of, any AI Service, (2) activation of any AI Service on your account, or (3) your receipt of an e-mail from Simplicity confirming your order for an AI Service. If you do not agree, you may not use the AI Services.
    2. The individual accepting these Terms represents that they have authority to bind the Customer.
    3. These Terms supplement, and are incorporated into, the MSA and are an addendum to the Agreement for purposes of MSA Section 2. AI Services are "Services" under the MSA, and except as these Terms expressly provide otherwise, all MSA terms apply to AI Services.

    3. Description of AI Services

    1. AI Services are provided as tools that assist your business. You remain solely responsible for how you configure, deploy, and rely on them.
    2. We may add, modify, replace, or discontinue any AI feature, model, voice, language, or Third-Party AI Provider at any time, with or without notice.
    3. Features labeled "beta," "preview," "early access," or similar are provided AS IS, with no service level, support obligation, or warranty of any kind. They may be withdrawn at any time.
    4. The Simplicity Service Level Agreement referenced in MSA Section 7 does not apply to AI Services unless a Service Order expressly states otherwise. [Where the Service Level Agreement does not apply, your exclusive remedy for unavailability or failure of an AI Service is to terminate the affected AI Service under Section 23.]

    4. Eligibility

    1. The AI Services are for business use only. They are not offered to consumers or for personal, family, or household purposes.
    2. You may not use the AI Services if you are barred under U.S. export control or sanctions laws, or are located in an embargoed jurisdiction.

    5. Nature of AI Output

    1. Output may be wrong. AI Output is generated probabilistically. It may be inaccurate, incomplete, offensive, biased, outdated, or fabricated ("hallucinated"), including transcripts that misattribute speakers or omit words.
    2. No professional advice. Output is not legal, medical, financial, tax, insurance, or other professional advice, and must not be relied on as such.
    3. Human review required. You must have a qualified person review Output before relying on it for any decision affecting legal rights, money, health, safety, employment, credit, housing, insurance, or eligibility for any service.
    4. Not unique. Output may be similar or identical to output generated for other customers. We do not guarantee Output is original or free of third-party rights.
    5. Your reliance is at your own risk. Any action you or your End Users take based on Output is your sole responsibility.

    6. Customer Responsibilities

    You are solely responsible for:

    1. The legality, accuracy, and quality of all Input, and for having every right and consent needed to submit it.
    2. Configuring scripts, prompts, knowledge bases, escalation rules, and call flows, and testing them before going live.
    3. Providing a clear way for callers to reach a live person when an AI agent cannot resolve a request or when the caller asks.
    4. All acts and omissions of your End Users, as if they were your own.
    5. Keeping account credentials and API keys secure. Activity under your credentials is deemed authorized by you.
    6. Retaining your own copies of any recordings, transcripts, or Output you need. We are not a records-retention service.

    7. Acceptable Use

    You will not, and will not permit anyone to, use the AI Services to:

    1. Impersonate any person, business, or government agency, or clone or synthesize any real person's voice without that person's documented, written consent.
    2. Create deepfakes, deceptive political content, or election-related communications that misrepresent who is speaking.
    3. Commit or facilitate fraud, phishing, vishing, smishing, robocall scams, or caller ID spoofing.
    4. Harass, threaten, or discriminate against any person, or generate unlawful, defamatory, obscene, or child sexual abuse content.
    5. Reverse engineer, extract, or attempt to discover any model, weights, prompts, or training data, or use Output to build a competing AI product.
    6. Jailbreak, prompt-inject, or bypass safety filters, rate limits, or usage controls.
    7. Sell, resell, sublicense, transfer, convey, white label, wholesale, or in any way distribute the AI Services to or for the benefit of any third party without Simplicity's express prior written consent, which Simplicity may withhold in its sole discretion (MSA Section 9).
    8. Violate the Simplicity AUP Policy posted at www.SimplicityVoip.net (MSA Section 12) or the acceptable use policy of any Third-Party AI Provider.

    8. Regulated Communications: TCPA, Recording, and Disclosure

    1. AI voices are artificial voices. You acknowledge the FCC has ruled that AI-generated voices are "artificial or prerecorded" voices under the TCPA (FCC 24-17). You must obtain all legally required prior express consent, or prior express written consent, before any outbound AI call or text.
    2. You are the caller. For all outbound communications, you are the initiator and sender of record. Simplicity is a technology and transmission provider only, and does not determine the content, recipients, or timing of your communications.
    3. Recording consent. You are solely responsible for providing every notice and obtaining every consent required to record, transcribe, or analyze calls in every jurisdiction involved, including all-party consent states.
    4. AI disclosure. You will disclose to callers that they are interacting with an AI system, and that the call may be recorded and analyzed, wherever Applicable Law requires or a reasonable person would expect it.
    5. Do-not-call compliance. You will honor the National Do Not Call Registry, state registries, your internal do-not-call list, calling-hour restrictions, and opt-out requests.
    6. Caller ID and STIR/SHAKEN. You will use only telephone numbers you are authorized to use and will not spoof or misrepresent caller identity. We may block, label, or suspend traffic flagged by carriers, analytics engines, or the Industry Traceback Group.
    7. Traceback cooperation. You will respond to traceback, subpoena, and regulatory requests within 24 hours, and you authorize us to disclose your identity and traffic records in response to them. This obligation is in addition to your duty under MSA Section 12 to cooperate with any investigation by Simplicity or government authorities.
    8. Records. You will keep consent records for at least [5] years and produce them to us within 2 business days on request.
    9. Messaging. AI-assisted SMS, MMS, and other text messaging is also subject to the Simplicity SMS/Text 10DLC Terms, including all brand and campaign registration requirements. If those terms and this Section 8 differ, the stricter requirement applies.

    9. Prohibited High-Risk Uses

    Unless expressly approved in a signed writing, you will not use the AI Services:

    1. For emergency services, 911 call handling, crisis lines, or any use where failure could result in death, injury, or environmental or property damage.
    2. To make or materially support consequential decisions about employment, credit, lending, housing, insurance, education, healthcare, or legal services.
    3. To process protected health information unless a Business Associate Agreement is signed with us.
    4. To process biometric identifiers, including voiceprints for identification, without written consents required by laws such as Illinois BIPA.
    5. With children under 13, or to collect data from them.
    6. For debt collection, unless you comply with the FDCPA and Regulation F and have notified us in writing.

    10. Customer Data

    1. As between the parties, you own your Input and, to the extent assignable, your Output, subject to our rights in these Terms.
    2. You grant Simplicity and its Third-Party AI Providers a worldwide, royalty-free, non-exclusive license to host, copy, process, transmit, transcribe, analyze, and display Input and Output as needed to provide, secure, support, and improve the AI Services and to comply with law.
    3. You represent that you have all rights, notices, and consents needed for us to process Input as described here, including from every End User and caller.

    11. Usage Data and Model Improvement

    1. We may collect and use metadata, telemetry, performance data, and usage statistics ("Usage Data") for any lawful purpose. Usage Data is our property.
    2. We may use de-identified or aggregated data derived from Input and Output to operate, evaluate, and improve our services, provided it does not identify you or any individual.
    3. [OPTION A: We will not use identifiable Input to train generalized AI models without your opt-in.] [OPTION B: We may use Input to train and improve models unless you opt out in writing.] Choose one; Option A is easier to sell and defend.

    12. Privacy, Security, and Retention

    1. We process personal information in accordance with MSA Section 10, the Simplicity Privacy Policy, the Simplicity CPNI Policy and, where required, a Data Processing Addendum.
    2. We use commercially reasonable administrative, technical, and physical safeguards. No system is completely secure, and we do not guarantee that unauthorized access will never occur.
    3. Unless your Service Order states otherwise, we may delete recordings, transcripts, and Output after [30/90] days, and after termination, without liability.
    4. We may preserve and disclose Input, Output, and account data when we believe in good faith it is required by law, legal process, traceback requests, or to protect our rights, our networks, or any person's safety. Nothing in these Terms limits Simplicity's rights under MSA Section 10.

    13. Third-Party AI Providers

    1. The AI Services rely on Third-Party AI Providers. We may change them at any time.
    2. You authorize us to transmit Input to Third-Party AI Providers, who may process it in the United States or elsewhere, subject to their terms.
    3. We are not responsible for any outage, error, policy change, price change, data incident, or discontinuation by a Third-Party AI Provider. Third-Party AI Provider models and services are treated as "Third-Party Software" under MSA Section 13 and are provided "AS-IS."
    4. If a Third-Party AI Provider changes its pricing or terms, we may pass through cost increases or modify the affected AI Services on [30] days' notice.

    14. Intellectual Property

    1. Simplicity and its licensors own all rights in the AI Services, models, prompts, software, voices, configurations, documentation, and all improvements, regardless of who suggests them.
    2. Upon payment of all fees due and owing under the Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the AI Services during the term of the Agreement, solely for your internal business purposes. The AI Services are "Simplicity Online Software" under MSA Section 13, and that Section's restrictions apply. This license is automatically revoked when the Agreement or the applicable AI Service terminates.
    3. Any feedback you provide may be used by us without restriction or compensation.
    4. All rights not expressly granted are reserved.
    5. Confidential Information. Non-public information about the AI Services, including prompts, model configurations, pricing, documentation, and security practices, is Simplicity's "Confidential Information" under MSA Section 15.

    15. Disclaimer of Warranties

    1. THE AI SERVICES AND ALL OUTPUT ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS."
    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIMPLICITY AND ITS LICENSORS AND THIRD-PARTY AI PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.
    3. WE DO NOT WARRANT THAT THE AI SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR UNBIASED, THAT OUTPUT WILL BE ACCURATE OR LAWFUL, OR THAT THE AI SERVICES WILL MEET ANY REGULATORY REQUIREMENT APPLICABLE TO YOUR BUSINESS.
    4. SIMPLICITY EXERCISES NO CONTROL OVER THE CONTENT OF INPUT OR OF INFORMATION PASSING THROUGH ITS NETWORK, AND SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH THE AI SERVICES. THIS SECTION 15 IS IN ADDITION TO MSA SECTION 5.

    16. Limitation of Liability

    1. Excluded damages. IN ADDITION TO THE LIMITATIONS IN MSA SECTIONS 4 AND 5 AND ANY LIMITATIONS RELATED TO SPECIFIC SERVICES, INCLUDING E911 AND THE SIMPLICITY FRAUD POLICY, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIMPLICITY AND ITS AFFILIATED PERSONS AND ENTITIES WILL NOT BE LIABLE, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE, FOR ANY PERSONAL INJURY, DAMAGE TO EQUIPMENT, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, RELIANCE, COST-OF-COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, OR FOR STATUTORY DAMAGES OR FINES ARISING FROM YOUR COMMUNICATIONS, HOWEVER CAUSED AND EVEN IF ADVISED OF THEIR POSSIBILITY.
    2. Cap. OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS RELATING TO THE AI SERVICES WILL NOT EXCEED THE LESSER OF (A) THE AMOUNT PAID BY YOU FOR THE AFFECTED AI SERVICE IN THE LAST MONTH OF SERVICE BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) [$1,000].
    3. Output errors. WE HAVE NO LIABILITY FOR ANY LOSS RESULTING FROM INACCURATE, MISSING, OR MISTRANSCRIBED OUTPUT, MISSED OR MISROUTED CALLS, OR ACTIONS TAKEN BY AN AI AGENT ACCORDING TO YOUR CONFIGURATION.
    4. Allocation of risk. You acknowledge that Simplicity has set its prices for the AI Services in reliance on these limits, the warranty disclaimers, and your indemnity obligations; that they reflect a fair allocation of risk and form an essential basis of the bargain; and that they apply even if a remedy fails of its essential purpose.
    5. Time limit. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the AI Services or these Terms must be filed within one (1) year after it arose or be forever barred (MSA Section 23).
    6. Exclusive remedy. Your remedies for claims relating to the AI Services are limited as provided in MSA Sections 4 and 7, subject to Section 3.4 of these Terms.

    17. Indemnification by Customer

    You will defend, indemnify, and hold harmless Simplicity, its affiliates and related entities, Third-Party AI

    Providers, and their officers, directors, owners, managing agents, employees, agents, attorneys,

    shareholders, heirs, and assigns from all claims, demands, actions, suits, losses, liabilities, damages,

    injuries, fines, penalties, settlements, costs, and expenses, including reasonable attorneys' fees,

    arbitration and mediation fees, and expert expenses, arising from:

    1. Your Input, Output as used by you, or your use of the AI Services.
    2. Any actual or alleged violation of the TCPA, TSR, do-not-call rules, call-recording or wiretap laws, privacy, biometric, or AI disclosure laws, or any other Applicable Law.
    3. Any breach of these Terms or the Acceptable Use Policy.
    4. Any claim by an End User, caller, message recipient, regulator, carrier, or the Industry Traceback Group.
    5. Any voice, likeness, name, or content you supply or instruct us to synthesize.

    We may control the defense of any claim, or participate in the defense through counsel of our own

    choosing, at your expense. You may not settle any claim that imposes an obligation on us without our

    written consent. This Section 17 supplements, and does not limit, your indemnity and hold-harmless

    obligations under MSA Sections 4, 6, and 12.

    18. Insurance

    Customers using outbound AI calling or texting will maintain commercial general liability and cyber or

    technology errors and omissions insurance of at least [$1,000,000] per occurrence that does not exclude

    TCPA claims where such coverage is commercially available, and will provide certificates on request.

    19. Emergency Services (911) Limitation

    1. AI agents, virtual receptionists, and automated attendants are not designed or certified to handle emergency calls and must never be configured to answer, screen, delay, or route 911 calls.
    2. You will ensure that any caller reaching an AI agent who indicates an emergency is told to hang up and dial 911.
    3. Our 911 obligations are governed solely by the Simplicity Terms of Service - 911/E911 and the MSA, including the E911 limitations of liability referenced in MSA Section 4. We have no liability for any emergency communication that fails because of an AI Service.

    20. Fees, Usage, and Taxes

    1. AI Service charges are "Service Fees" under the MSA and are billed as stated in your Service Order, including per-minute, per-message, per-token, per-seat, or overage charges. Usage is measured by our systems, and our records are conclusive absent manifest error.
    2. You are responsible for all usage under your account, including usage caused by misconfiguration, looping call flows, compromised credentials, or abusive callers, subject only to the Simplicity VoIP Fraud Policy and any fraud insurance you have purchased under MSA Section 8.
    3. Fees are non-refundable except as expressly stated. Billing disputes are governed by MSA Section 3: you must give Simplicity written notice of any disputed charge within thirty (30) days of the original Due Date, stating in detail the grounds for each dispute and including all supporting documents, and you may not withhold any amount not properly disputed.
    4. You are responsible for all applicable city, state, and federal taxes, fees, and regulatory surcharges, whether imposed on Simplicity or directly on you, including Universal Service Fund contributions where applicable, as described in the Simplicity Taxes, Fees & Surcharges schedule.
    5. We may change AI Service pricing on [30] days' notice.
    6. Payment. Service Fees for AI Services are invoiced, due, and payable, accrue late interest, and may be charged to your Payment Account as provided in MSA Section 2.

    21. Suspension

    We may immediately suspend or throttle any AI Service, without liability or notice, if we reasonably

    believe:

    1. Your use violates these Terms, the Acceptable Use Policy, or Applicable Law.
    2. Your traffic is fraudulent, abusive, illegal robocalling, or flagged by a carrier, regulator, or the Industry Traceback Group.
    3. Your use threatens the security, integrity, or availability of our network or any Third-Party AI Provider.
    4. Your account is unpaid sixty (60) days after the invoice date (MSA Section 2), or you fail to timely pay an amount determined to be owed under MSA Section 3.

    Fees continue to accrue during suspension.

    22. Term and Termination

    1. The term of each AI Service is as set forth in the applicable Service Order or, if none is stated, month-to-month. AI Services renew automatically, and renewal pricing is governed, as provided in MSA Section 1. These Terms remain in effect while you use any AI Service.
    2. Either party may terminate an AI Service at the end of its initial or renewal term on at least sixty (60) days' written notice. Either party may terminate for the other party's breach of a material term that is not cured within fifteen (15) days after written notice, and Simplicity may suspend or terminate immediately where these Terms or the MSA allow (including Section 22 and MSA Section 12). Simplicity may also terminate any AI Service for convenience on thirty (30) days' written notice.
    3. On termination, your access ends, all unpaid fees become due immediately, and we may delete your Input and Output after [30] days.
    4. Sections 5, 10 through 17, 20, 21, and 25 through 28 survive termination.
    5. Early termination. If you terminate an AI Service before the end of its term for any reason, or Simplicity terminates it for your breach of these Terms, the Agreement, or the Simplicity AUP Policy, the termination liability in MSA Section 1 applies to the monthly recurring charges for that AI Service. Termination notices to Simplicity must be given as provided in Section 28.7.

    23. Changes to These Terms

    We may update these Terms by posting a revised version at www.SimplicityVoip.net, and may also

    notify you by e-mail or in the portal. As provided in MSA Section 22, changes are effective when posted,

    and you accept and are bound by them unless you terminate the affected AI Services within thirty (30)

    days after the posting. You may not modify these Terms except in a writing signed by a duly authorized

    representative of Simplicity.

    24. Dispute Resolution and Binding Arbitration

    1. Informal resolution first. Before filing any claim, the complaining party must send a written notice and negotiate in good faith for 30 days. Billing disputes must first follow MSA Section 3.
    2. Arbitration. Any unresolved dispute will be resolved by final, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Richmond, Virginia.
    3. Class action waiver. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
    4. Jury waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. THIS WAIVER IS PART OF THE CONSIDERATION FOR THESE TERMS AND APPLIES EVEN IF THE ARBITRATION PROVISIONS ARE WAIVED (MSA SECTION 14).
    5. Exceptions. Either party may seek injunctive relief in court to protect intellectual property or stop unlawful use, and we may bring collection actions in court.
    6. Fees. If you default, you will pay Simplicity's reasonable expenses, including attorneys' and collection agency fees, incurred in enforcing its rights (MSA Section 2), and you will bear the fees and costs allocated to you under Section 17 and MSA Section 6.

    25. Governing Law and Venue

    These Terms are governed by the laws of the Commonwealth of Virginia and, where applicable, the

    federal law of the United States, without regard to conflict-of-law principles. Subject to Section 25, all

    claims must be brought in Simplicity's home jurisdiction, and the state courts sitting in [Henrico County],

    Virginia and the United States District Court for the Eastern District of Virginia, Richmond Division, have

    exclusive jurisdiction.

    26. Compliance and Regulatory Changes

    If any law, regulation, FCC order, court decision, or Third-Party AI Provider requirement makes any part

    of the AI Services unlawful, commercially impractical, or materially more costly, we may modify,

    suspend, or discontinue the affected AI Service, or adjust fees, without liability.

    27. General Provisions

    1. Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control, including Third-Party AI Provider outages, carrier failures, cyberattacks, pandemics, government action, and changes in law. In the event of force majeure, Simplicity may terminate the affected AI Services without liability to you, as provided in MSA Section 19.
    2. Assignment. You may not assign these Terms without our written consent. We may assign them freely, including in a merger, acquisition, or sale of assets. You may not sell accounts or subaccounts to third parties. These Terms bind your successors and permitted assigns (MSA Section 20).
    3. Order of precedence. If there is a conflict, these AI Terms control over the MSA for AI Services, and a signed Service Order controls over both only where it expressly references the Section it overrides.
    4. Severability. If any provision is unenforceable, it will be enforced to the maximum extent permitted, and the rest remains in effect.
    5. No waiver. Failure to enforce any provision is not a waiver, and no waiver is valid unless made in writing and signed by a duly authorized representative of Simplicity (MSA Section 17).
    6. Independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
    7. Notices. Notices to us must be given as provided in MSA Section 18: by personal delivery, Federal Express, facsimile, or registered or certified mail, postage prepaid, to Simplicity, 1129 Gaskins Road, Richmond, VA 23238. Notice to us by e-mail is ineffective unless a copy is also sent by registered or certified mail postmarked within five (5) days after the e-mail, and is effective when we receive the mailed copy. We may give notice by e-mail to the address on your account, in the portal, or by invoice message, and e-mail notice is effective whether or not you receive it.
    8. Entire agreement. These Terms, the MSA, Service Orders, and incorporated policies are the entire agreement on this subject and supersede all prior discussions. No additional or conflicting term in any purchase order or other document used by you has any legal effect (MSA Section 22).
    9. Electronic acceptance. Click-through acceptance or use is a valid signature.

    Last Updated 10/7/2026