Terms of Service

Overview


Welcome to KingCaller.AI (“KingCaller AI,” “the Company,” “we,” “us,” or “our”). The terms “you” or “your” refer to our client. By signing this agreement or using our services, you confirm your acceptance of these Terms of Service (“Terms”). If you do not agree to these Terms, you are not eligible to receive services from KingCaller AI.

Please note that our services, content, and functionalities may change periodically without prior notice.

Brand Name / Company Name: KingCaller, LLC (d/b/a KingCaller.AI)


Acceptance of Terms


By accessing, browsing, or using our services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms and our Privacy Policy. These Terms govern your use of all services, content, functionalities, and related interactions provided by KingCaller AI.


Call, Voicemail, Email, and Text Communications

• Message and Data Rates: By opting in to receive communications from KingCaller AI, you acknowledge that message and data rates may apply based on your mobile service provider.
• Message Frequency: When you sign up for our text or messaging services, you agree that message frequency may vary depending on your usage, notifications, and the nature of our services.
• Opt-Out Instructions: You can opt out of receiving messages at any time by replying "STOP" to any text from us. To unsubscribe from emails, click the unsubscribe link provided in each message.
• Customer Support: If you have any questions or need assistance, please contact us at [email protected].

• Privacy Policy: All communications and data handling are subject to our Privacy Policy.


Monitoring and Recording

We may monitor and record calls, voicemails, text messages, and email logs for quality assurance, training, and compliance purposes. By communicating with KingCaller AI, you consent to this monitoring and recording.

(All other existing sections—“Acceptance of Terms,” “Privacy Policy,” “Permissions,” “Fees,” “Limitations of Liability,” etc.—remain unchanged. If you need the full text of these sections, you can merge them in.)

Privacy Policy

KingCaller AI respects the privacy of its clients. Please refer to our Privacy Policy, which explains how we collect, use, and disclose information related to your privacy. By signing this agreement, you acknowledge and accept the Privacy Policy and these Terms of Service. The services described below apply only to those explicitly agreed upon by the client.

1. Permissions Granted in Connection with Services


• To provide the agreed-upon services, the client grants KingCaller AI the right to use previous content, submitted materials, social media content, copy, scripts, and any other content provided.

2. Additional Terms Related to Services


 • KingCaller AI will deliver services utilizing Conversational AI for the client. However, no guarantees are made regarding specific results, scalability, or business growth. The client is solely responsible for launching, managing, and maintaining their website and backend operations.


• No refunds or partial refunds will be issued once payment has been made. Once the onboarding process has started—including form submissions and strategy calls—the project scope, offer, or business model may not be changed. Any requested project scope changes will require a second full payment, including any applicable activation fees.


• KingCaller AI will provide client support and reports as needed. However, the client is solely responsible for any actions taken based on our guidance and any resulting outcomes. KingCaller AI is not liable for declines in business revenue, legal issues, or any negative impact on the client’s business resulting from their decisions.


• While the goal is to offer consulting and management services that enhance the client’s experience and return on investment (ROI), results are not guaranteed. Success depends on various factors beyond our control. KingCaller AI is not responsible if a positive ROI is not achieved or if no revenue is generated. No refunds or guarantees will be provided under any circumstances.



•Account Setup: To access certain features of our services, clients must create an account with accurate and complete information.


•Account Responsibilities: Clients are responsible for maintaining the confidentiality of their account credentials and password. Any activity occurring under the client’s account is their responsibility. If unauthorized access is suspected, clients must notify us immediately


•Compliance with Laws: Clients agree to use KingCaller AI’s services only for lawful purposes and in accordance with these Terms of Service.

3. Account Setup and Responsibilities

KingCaller AI, in collaboration with the client, may assist in developing prompt engineering, scripting, and other content for use in the client’s business. However, the client is solely responsible for reviewing all facts, representations, and legal claims in such content, including website materials, to ensure accuracy and compliance.


• The client must review all content published by KingCaller AI at least once per week.


• The client is ultimately responsible for any claims made in the content, even if written by KingCaller AI, that may violate local, state, or federal laws.


• The client is also responsible for ensuring that no content infringes on copyrights or intellectual property rights of other companies.


• While content is developed in collaboration with the client, the client assumes full liability for all aspects of its website, content, legal claims, and product/service efficacy statements.


IN NO EVENT SHALL KINGCALLER AI BE HELD LIABLE for the use, distribution, or dissemination of any such content.

4. Third-Party Software and Content Licenses:

The client is solely responsible for maintaining all software and third-party content licenses. If new or additional licenses are required for KingCaller AI to provide services, the following terms apply:

• KingCaller AI will notify the client in advance of any required new or additional licenses.


• Where applicable, KingCaller AI may facilitate the purchase of these licenses.


• KingCaller AI will not provide services for which the client cannot demonstrate a valid, sufficiently broad license to permit such services.

5. Fees and Expenses:

KingCaller AI will provide Conversational AI services and related content on a prepaid basis upon contract signing.

• Monthly retainers are automatically billed.


• The minimum package/tier fee will be charged regardless of usage.

6. Payment Terms:

• All listed payments must be made in advance. Any remaining balances must be settled before project completion.


• Any additional work requested will be invoiced separately and must be paid within seven (7) days of the invoice date.


• Outstanding payments will result in the immediate suspension of all third-party systems, funnels, automations, and implementations, if applicable, until full payment is received.


• KingCaller AI is not liable for any loss of revenue or business opportunities caused by service suspension due to unpaid invoices.

7. Billing and Chargeback Policy for Metered Usage:

• a) Billing Methodology:

Our Voice AI services are billed based on metered usage, meaning charges reflect the actual volume of interactions processed by our system. This approach ensures flexibility and scalability, allowing you to pay only for what you use.


• Billing is automated, with charges calculated based on recorded usage metrics during each billing cycle.

• Fees are applied to your account accordingly, ensuring a transparent and predictable billing process.


• b) Handling of Billing Discrepancies:

We recognize that billing discrepancies—such as overcharges due to high usage spikes or system errors—may occasionally occur. Our commitment is to resolve these issues promptly and transparently.


• If you believe your account has been overcharged, contact our customer support team immediately.


• We will investigate the discrepancy, and if an overcharge is confirmed, we will reverse any excess charges to ensure uninterrupted service.


• c) Policy on Chargebacks:

If you have concerns about metered usage charges, we strongly encourage you to communicate with our team directly before initiating a chargeback. Chargebacks should only be considered as a last resort if resolution through our internal process proves unsatisfactory.


• If a chargeback is filed, we reserve the right to pause all active campaigns and suspend access to our services until the matter is fully resolved.


• This measure is not punitive but is necessary to manage financial risks and maintain operational integrity.


• To reinstate services, the dispute must be fully resolved, including payment of any associated chargeback fees, and a clear agreement must be established to prevent future occurrences.


• d) Commitment to Fair Billing Practices:

KingCaller AI is committed to transparent and fair billing. We strive to ensure that all charges accurately reflect your usage of our Voice AI services. Our support team is dedicated to resolving billing issues efficiently, minimizing any impact on your business.

8. Billing and Chargeback Policy for Metered Usage:

• a) Client Proprietary Intellectual Property:

KingCaller AI acknowledges that in the course of providing services, its personnel may have access to or utilize Client Proprietary Intellectual Property—including proprietary software, methodologies, tools, specifications, creative works, ideas, knowledge, or data developed by the Client or obtained under contract or license.


• KingCaller AI agrees that all such proprietary materials remain the sole property of the Client (or its licensor), with exclusive ownership retained by the Client at all times.

• Nothing in this Agreement grants KingCaller AI any rights, title, or license to the Client Proprietary Intellectual Property, except for the limited right to modify and use it solely for the purpose of performing the agreed-upon services.


• b) Ownership of Deliverables:

Upon full payment, all KingCaller AI Deliverables (the output of services provided) shall become the property of the Client..


• KingCaller AI will take necessary steps to transfer all ownership rights, including copyrights, to the Client.


• Any costs associated with the transfer of rights will be the Client’s responsibility.


• c) Residual Rights:

While Client Proprietary Intellectual Property remains protected, the Client acknowledges that KingCaller AI, its affiliates, employees, and agents may retain and apply general skills, know-how, and expertise gained during the course of providing services..


• KingCaller AI may provide similar services to third parties, utilizing the same personnel and methodologies, as long as it does not disclose or use the Client’s Confidential Information.


• d) KingCaller AI Proprietary Intellectual Property:

The Client acknowledges that KingCaller AI may use or develop proprietary software, scripts, source code, tools, and methodologies as part of providing services (KingCaller AI Proprietary Intellectual Property).


• KingCaller AI Proprietary Intellectual Property remains the sole property of KingCaller AI (or its licensor), with exclusive ownership and title retained.


• Nothing in this Agreement grants the Client any rights to KingCaller AI Proprietary Intellectual Property, except as expressly permitted below.

License Grant:

Upon full payment, KingCaller AI grants the Client a limited, perpetual, royalty-free, fully paid, non-exclusive, non-assignable worldwide license to use, copy, modify, and create derivative works of any KingCaller AI Proprietary Intellectual Property that is included within the deliverables.

• This license only allows the Client to use the proprietary materials for the intended purpose outlined in the Statement of Work.

• The Client may not sell, assign, transfer, or exploit any KingCaller AI Deliverable, except as specifically permitted by this Agreement.


• e) KingCaller AI Enhancements:

If KingCaller AI develops any enhancements, modifications, or improvements to its proprietary technology during the course of providing services (KingCaller AI Enhancements), these remain the sole property of KingCaller AI (or its licensor).

• The Client does not receive ownership rights to such enhancements.

• Upon full payment, the Client is granted a limited, non-exclusive license to use any KingCaller AI Enhancements included in the deliverables, solely for the intended business purpose.


 • f) Content and Campaign Removal for Outstanding Payments:

If the Client fails to fully pay any outstanding amounts, KingCaller AI reserves the right to remove any campaigns and content created during the contracted period before termination of the agreement.

• Until full payment is made, all content and campaigns remain the intellectual property of KingCaller AI.

9. Confidentiality:

• a) Mutual Confidentiality Obligations:

Both KingCaller AI and the Client agree to:


• Protect Confidential Information: Each party shall hold the Confidential Information of the other in strict confidence, using at least the same level of care it applies to its own confidential information, but no less than reasonable care.

• Restrict Disclosure: Confidential Information shall not be disclosed to any third party except as necessary for fulfilling the terms of this Agreement or an associated Statement of Work.


• Limit Internal Access: Each party shall only disclose Confidential Information to employees, agents, or contractors who need to know it for the purposes of this Agreement, ensuring they comply with the confidentiality obligations outlined herein.


• b) Definition of Confidential Information:

For the purposes of this Agreement, "Confidential Information" includes, but is not limited to:


• Trade secrets, proprietary methodologies, and technical data.


• Existing or planned products, services, technologies, processes, designs, engineering methods, and concepts.


• Business strategies, marketing plans, sales methods, financial data, and Client lists.
• Any information disclosed in written, verbal, digital, or other media that is not publicly available and is marked or reasonably understood to be confidential.


• c) Exclusions from Confidentiality Obligations:

The confidentiality obligations do not apply to information that the receiving party can demonstrate:


• Prior Knowledge: Was lawfully in its possession before disclosure without any confidentiality restrictions.


• Public Domain: Becomes publicly available through no fault or breach of this Agreement by the receiving party.


• Third-Party Disclosure: Is received from an independent third party without restrictions on disclosure.


• Independent Development: Was developed independently by the receiving party without reliance on the Confidential Information of the disclosing party.


• Legal Requirement: Must be disclosed by law, court order, or regulatory authority—provided that the receiving party gives prompt written notice and cooperates with the disclosing party (at its expense) to seek protective measures to safeguard the Confidential Information.


• d) Use of Client Name and Results for Marketing:

Notwithstanding the foregoing, KingCaller AI shall be permitted to use the Client’s name and non-confidential results from the Services for marketing, promotional, and advertising purposes.

10. Term:


This Agreement shall commence on the Effective Date and will remain in effect as long as the Client maintains an active relationship with KingCaller AI, unless earlier terminated pursuant to Section 11(a).

• a) Automatic Renewal:

At the conclusion of the Initial Term, this Agreement will automatically renew for successive periods (each, a “Renewal Term”) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the Initial Term or any subsequent Renewal Term.


• b) Definition of Term Agreement:

The Initial Term and all subsequent Renewal Terms collectively constitute the "Term Agreement."

11. Termination:

This Agreement shall commence on the Effective Date and will remain in effect as long as the Client maintains an active relationship with KingCaller AI, unless earlier terminated pursuant to Section 11(a).

• a) Termination for Convenience:

This Agreement may be terminated at any time, for any reason, by either party with thirty (30) days' prior written notice to the other party, after the completion of the initial project.


• b) Termination for Cause:

Either party (the “non-defaulting party”) may terminate this Agreement if the other party (the “defaulting party”) engages in any of the following:


• Material Breach – The defaulting party fails to fulfill any material obligation under this Agreement and does not remedy the breach within the cure period specified in Section 11(c).


• Financial Insolvency – The defaulting party becomes insolvent, files for bankruptcy, has a receiver appointed, or makes an assignment for the benefit of creditors.


• c) Cure Period for Breach:

If a party breaches any material obligation under this Agreement, the non-defaulting party must provide written notice specifying:


• The nature of the breach, and


• The intent to terminate if the breach is not remedied.


The defaulting party has:


• 14 days to cure the breach (5 days if the breach involves failure to make payments).


• If the breach cannot be reasonably cured within 14 days, the defaulting party may request additional time by submitting a cure plan within the 14-day period and diligently working toward resolution.

If the breach remains uncured beyond the given time frame, the non-defaulting party may immediately terminate the Agreement.


• d) Effect of Termination:

If KingCaller AI terminates the Agreement for convenience or for cause, KingCaller AI is entitled to full payment for all services rendered, including any work in progress up to the termination date.

Sections 4, 5, 6, 7, 8, 11, 12, 13, 14, and 17 shall survive termination and remain in full force and effect.

12. Non-Solicitation:

During the Term of this Agreement and for a period of eighteen (18) months thereafter, Client agrees not to directly or indirectly (through affiliates, subsidiaries, related entities, or intermediaries):


• Solicit for employment or contract work,


• Hire, engage, or accept services from,


• Employ in any capacity (employee, contractor, or consultant)

Any current or former employee, officer, or independent contractor of KingCaller AI who was engaged with KingCaller AI at any time during the Term of this Agreement.

Violation & Liquidated Damages

If Client breaches this non-solicitation clause, Client agrees to pay KingCaller AI liquidated damages equal to twelve (12) times the final monthly compensation paid by KingCaller AI to the solicited individual.

Client acknowledges that:


• This liquidated damages amount is fair and reasonable,


• It does not constitute a penalty, but rather a pre-agreed measure of damages,


• This payment is in addition to all other legal, equitable, or statutory remedies available to KingCaller AI.

13. Warranty and Warranty Disclaimers:

Service Warranty

KingCaller AI warrants that its Services will be performed in a manner consistent with applicable industry standards.


No Guarantee of Results


• KingCaller AI does not guarantee any specific outcome, return on investment, or level of performance improvement from its Services.


• No refunds will be provided, regardless of the perceived results or Client satisfaction.


• KingCaller AI does not warrant that its work will be error-free or that the Services will achieve any particular outcome.


• KINGCALLER AI EXPRESSLY DISCLAIMS ANY WARRANTY OR GUARANTEE REGARDING THE RESULTS OR ACHIEVEMENTS OF THE SERVICES PROVIDED.

Any current or former employee, officer, or independent contractor of KingCaller AI who was engaged with KingCaller AI at any time during the Term of this Agreement.

Warranty Disclaimers

CLIENT UNDERSTANDS AND EXPRESSLY AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH ABOVE, KINGCALLER AI MAKES NO WARRANTIES WHATSOEVER REGARDING ITS SERVICES AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:


• Implied warranties of title,


• Non-infringement,


• Merchantability,


• Fitness for a particular purpose,


• Any obligation to update, correct, or continue support for services rendered.


No employee, contractor, or agent of KingCaller AI is authorized to modify or extend any warranty beyond what is explicitly stated herein.

If implied warranties cannot be disclaimed under applicable law, they shall be limited in duration to thirty (30) days after the provision of the applicable Services. Because some jurisdictions do not allow limitations on the duration of implied warranties, this limitation may not apply to all Clients.

This limited warranty grants specific legal rights, and Clients may have additional rights depending on their jurisdiction.

Third-Party Services & Products

KingCaller AI makes no warranties regarding any third-party services, software, equipment, or hardware provided under this Agreement.


• Any third-party warranties or indemnities that KingCaller AI receives will be passed through to Client, but only to the extent permitted by the third-party provider and without any additional cost to KingCaller AI.

Exclusive Warranty & Non-Transferability

The warranties provided in this Agreement:


• Extend only to the Client (they are non-transferable).


• Are the sole and exclusive warranties provided by KingCaller AI.

• Are made in lieu of all other warranties, express or implied, including merchantability or fitness for a particular purpose.

14. Limitations of Liability:

1. Exclusion of Certain Damages

IN NO EVENT SHALL KINGCALLER AI BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO:


• Lost revenues, profits, savings, or business opportunities,


• Loss of records or data,

• Costs of procurement of substitute services,


• Business interruptions or reputational harm.

This limitation applies regardless of the legal theory invoked (including contract, warranty, strict liability, or tort—such as negligence), and even if KingCaller AI was informed in advance of the possibility of such damages or if such damages were foreseeable.

2. Liability Cap

IN NO EVENT SHALL THE TOTAL LIABILITY OF KINGCALLER AI TO CLIENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EXCEED THE TOTAL FEES PAID BY CLIENT TO KINGCALLER AI DURING THE PAST TWELVE (12) MONTHS FOR THE SPECIFIC SERVICES THAT GAVE RISE TO THE CLAIM.


• This limitation applies regardless of the legal theory (including contract, warranty, strict liability, or tort—such as negligence).

3. No Third-Party Beneficiaries

This Agreement is solely for the benefit of the parties hereto, and no provision of this Agreement shall confer any right, remedy, claim, liability, reimbursement, or cause of action upon any third party.

4. Internet & Data Flow Disclaimer

KingCaller AI does not and cannot control the flow of data to or from system components, Client’s network, or the Internet. This flow depends on third-party network performance beyond KingCaller AI’s control.


• Client understands that actions or inactions of third parties may impair or disrupt Client’s network or Internet access.


• KINGCALLER AI CANNOT AND DOES NOT GUARANTEE THAT SUCH DISRUPTIONS WILL NOT OCCUR.


• Accordingly, KingCaller AI has no obligation to correct such impairments and disclaims all liability related to such disruptions.


5. Content Disclaimer

KingCaller AI disclaims all liability related to the creation, use, or dissemination of any content.

6. Survival & Enforceability

The parties agree that the limitations in this Section shall survive termination of this Agreement and remain enforceable even if any limited remedy set forth in this Agreement fails in its essential purpose.

15. Indemnification:

1. Intellectual Property Rights Indemnity

KingCaller AI and Client (each, the “indemnifying party”) agree to indemnify, defend, and hold harmless the other (the “indemnified party”) from and against any costs and damages awarded against the indemnified party by a court pursuant to a final judgment, as a result of:


• Any claim of infringement of a U.S. patent, copyright, or misappropriation of a trade secret related to KingCaller AI’s Services (where KingCaller AI is the indemnifying party).


• Any claim arising from KingCaller AI’s possession, use, or modification of software, documentation, data, or other property provided by the Client (where Client is the indemnifying party).

If an infringement or misappropriation claim arises (or KingCaller AI reasonably believes such a claim is likely), KingCaller AI may, at its sole discretion, take one of the following actions:

1. Modify the affected Services to make them non-infringing while maintaining functional equivalency.

2. If modification is not possible, refund the Client a pro rata portion of the fees paid for the affected Services.

KingCaller AI shall have no obligation under this indemnity for claims resulting from:

• Any Client software, hardware, documentation, or data that existed before KingCaller AI’s Services.

• Any claim arising from Client’s instructions, designs, or materials provided to KingCaller AI.

• Client’s continued use of the allegedly infringing material after being notified or given modifications to avoid infringement.

This Section constitutes the sole and exclusive remedy for all intellectual property infringement or misappropriation claims.

2. Personal Injury & Property Damage Indemnity

KingCaller AI and Client each agree to indemnify, defend, and hold harmless the other party against third-party claims arising from:


• Bodily injury or


• Damage to real or tangible personal property

To the extent such claims are directly and proximately caused by the gross negligence or willful misconduct of the indemnifying party, its employees, or agents.

3. General Indemnity

Client agrees to indemnify, defend, and hold harmless KingCaller AI and its agents from all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees and court costs) arising from:


• A third-party claim related to Client’s business activities.


• Client’s use of the Services (excluding claims covered by KingCaller AI’s indemnification obligations).


• Any claim related to Client’s Content.


• Any breach of this Agreement by Client.


•Failure to comply with applicable laws, ordinances, or regulations.


4. Indemnification Procedures

The indemnification obligations in this Section shall not apply if the indemnified party is responsible for the claim. Additionally, the indemnified party must:

1. Promptly notify the indemnifying party of any claim for indemnification.

2. Allow the indemnifying party full control over the response, defense, and

any settlement negotiations (provided that no settlement is made without the prior written consent of the indemnified party, which shall not be unreasonably withheld).

3. Cooperate with the indemnifying party in defense or settlement proceedings, at the indemnifying party’s expense.

The indemnified party may participate at its own cost in the defense or settlement discussions but only in a monitoring, non-controlling capacity.

16. Force Majeure:

Neither party shall be held liable for any delay or failure in performance (except for payment obligations) to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to:

• Acts of God (natural disasters, earthquakes, hurricanes, floods, etc.)


• Acts of civil or military authority, including governmental orders, restrictions, or priorities


• Strikes, labor disputes, or other workforce disturbances


• Fires, explosions, or widespread power failures


• Epidemics, pandemics, or public health emergencies


• Wars, riots, insurrections, or other civil unrest

The affected party shall notify the other party as soon as reasonably practicable and take all reasonable steps to mitigate the impact of such an event.

17. Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

All disputes arising out of or related to this Agreement shall be resolved exclusively in the state or federal courts located in Miami, Florida. The parties hereby irrevocably submit to the exclusive jurisdiction of these courts.

No action, regardless of form, arising out of or related to this Agreement may be brought by either party more than one (1) year from the date of the last payment made under this Agreement.

18. Compliance with Telemarketing and Privacy Laws

A. Federal and State Law Compliance

1. Telemarketing Law Compliance

KingCaller AI and the Client each expressly agree to comply with all applicable federal, state, and local telemarketing, privacy, and consumer protection laws, including but not limited to the Telephone Consumer Protection Act (TCPA), Telemarketing Sales Rule (TSR), the National Do Not Call Registry (DNC), the CAN-SPAM Act, the Florida Telephone Solicitation Act (FTSA), and all other relevant state “mini-TCPA” statutes and regulations.

2. AI Cold Calling Restrictions

KingCaller AI will not initiate, and Client shall not request or direct KingCaller AI to initiate, any outbound call, text, or voicemail using artificial or prerecorded voice, or any automated telephone dialing system (ATDS), to any recipient unless:

○ The recipient has provided prior express consent, as defined by the TCPA and applicable state law, specifically authorizing such communications;

○ The call is not made to any number listed on the National or applicable State Do Not Call Registry, unless an exemption applies;

○ The call is made only during hours permitted by law (generally 8:00 a.m. to 9:00 p.m. local time of the recipient);

○ All required disclosures are made at the outset of the call, including the identity of the caller, the purpose of the call, and a valid call-back number.

3. Consent Management

KingCaller AI will maintain and require the Client to maintain verifiable records of prior express written consent for all recipients of AI-powered calls, texts, or voicemails, including the date, time, method, and content of consent. The Client is responsible for providing KingCaller AI with proof of such consent for all contacts uploaded or provided for outreach.

4. DNC Scrubbing and Compliance

The Client is responsible for ensuring that all provided contact lists are accurate, up-to-date, and do not include numbers on any DNC registry unless an exemption applies.

5. Recording and Monitoring Compliance

KingCaller AI will only monitor or record calls in compliance with all applicable federal and state wiretapping and consent laws. Where two-party (all-party) consent is required, KingCaller AI will ensure that all parties are notified and consent is obtained at the outset of the call.

6. Opt-Out and Revocation of Consent

All telemarketing communications will include a clear and conspicuous mechanism for recipients to opt out or revoke consent at any time, including by replying “STOP” to texts or following an automated prompt on calls. Opt-out requests will be honored immediately and in no event later than the time required by law.

7. State Law Variations

KingCaller AI and the Client acknowledge that certain states impose additional or stricter requirements, including but not limited to registration, bonding, call frequency limits, and prohibitions on certain types of automated or AI-driven calls. KingCaller AI will not provide, and the Client shall not request, any service in violation of such state-specific requirements.

8. Prohibited Practices

KingCaller AI will not:

○ Initiate any telemarketing communication to emergency lines, hospital rooms, or any other prohibited numbers;

○ Use deceptive, misleading, or abusive practices;

○ Falsify caller ID information or use “spoofing” in violation of law.

9. Client Representations and Warranties

The Client represents and warrants that all contact information provided to KingCaller AI is accurate, lawfully obtained, and that all recipients have provided the required level of consent for the intended communications. The Client shall indemnify, defend, and hold harmless KingCaller AI from any claim, fine, penalty, or liability arising from the Client’s failure to comply with applicable telemarketing or privacy laws, except to the extent caused by KingCaller AI’s willful misconduct or knowing violation of law.

10. KingCaller AI Representations and Warranties

KingCaller AI represents and warrants that it will implement and maintain reasonable policies, procedures, and technical safeguards to ensure compliance with all applicable telemarketing and privacy laws in the provision of its services. KingCaller AI will promptly notify the Client of any known or suspected violation of law related to the services provided.

19. Miscellaneous:

Independent Contractor Relationship

KingCaller AI employees shall not be deemed employees of the Client. KingCaller AI shall be solely responsible for compensating its employees, including employment taxes, workers’ compensation, and any related obligations.

Nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship between the parties. Neither party shall have the authority to bind or obligate the other in any manner, nor shall they make any representations or warranties on behalf of the other. KingCaller AI retains sole discretion in assigning personnel to perform Services, and such personnel shall not be restricted from providing similar services to other clients.

Notices

All notices, consents, and other communications under this Agreement shall be deemed duly given:

1. Three (3) days after mailing by registered or certified mail, return receipt requested, or

2. Upon receipt if sent via facsimile, express courier (e.g., FedEx, UPS), or electronic mail with confirmation of delivery.

Notices shall be sent to the respective party’s address as set forth in this Agreement or as otherwise designated in writing.

Use of Client’s Name and Data

KingCaller AI is authorized to use the Client’s name, logos, trademarks, and service marks in its client list, promotional materials, media releases, and marketing efforts unless otherwise specified in writing. KingCaller AI also reserves the right to utilize anonymized data metrics derived from the Client’s campaigns while ensuring the Client’s privacy and brand integrity remain protected.

Assignment & Transfer

1. No Assignment Without Consent: Neither party may transfer its rights, duties, or obligations under this Agreement without prior written consent from the other party.

2. Permitted Transfers: Either party may assign this Agreement without consent to:

• An affiliate or

• A successor entity that acquires all or substantially all of its assets, stock, or business, provided the assignee agrees in writing to be bound by this Agreement.

3. KingCaller AI’s Right to Assign Payments: KingCaller AI may assign its right to receive payments under this Agreement.

Any unauthorized transfer shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assignees.

Severability

If any provision of this Agreement is found to be unenforceable, it shall be modified to the extent necessary to make it enforceable, or if not possible, deemed severed from the Agreement. The remaining provisions shall continue in full force and effect.

Execution & Amendments


• This Agreement may be executed in multiple counterparts, each deemed an original, but all together constituting a single agreement.


• No modifications or waivers shall be valid unless in writing and signed by an authorized representative of each party.

Waiver & Remedies

No failure or delay in exercising a right under this Agreement shall constitute a waiver. Rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights available under law or equity.

Attorney’s Fees & Legal Expenses

If a party initiates legal action to enforce, protect, or establish any rights under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and court costs.

Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, discussions, or understandings, whether written or oral.

19. Governing Law and Jurisdiction:

Enrollment

By providing your phone number and opting in to receive text messages, you consent to receive SMS/MMS alerts from KingCaller AI. Message frequency may vary based on your interactions and preferences. Message and data rates may apply per your mobile carrier's terms.

Opt-Out

You can withdraw your consent to receive SMS messages at any time by replying "STOP" to any text message. You may also contact us at [email protected] for additional assistance.

Supported Carriers

Our messages may be delivered via various mobile carriers. KingCaller AI is not responsible for delayed or undelivered messages due to carrier issues or network disruptions

Customer Support

For assistance regarding our SMS program, please email [email protected].