Terms and Conditions

The Services expressly exclude: advertising or media buying; funnel or landing page design; ad copy or creative; sales closing or sales rep placement; guarantee of any revenue, pipeline, or business outcome; and any service not explicitly described in a signed service agreement or onboarding document.

The Telephone Consumer Protection Act (47 U.S.C. § 227) ("TCPA") and its implementing regulations impose strict requirements on calls made using artificial or prerecorded voices. The FCC's February 2024 Declaratory Ruling (FCC 24-17) confirmed that AI-generated voices constitute "artificial or prerecorded voice" under the TCPA, and that all existing TCPA consent requirements therefore apply to AI voice calls.

Client is solely and exclusively responsible for ensuring that every person whose telephone number is submitted to the Asvelo system has provided valid, documented prior express written consent to receive AI-generated voice calls for commercial or marketing purposes, consistent with the TCPA and all applicable federal and state laws. This includes but is not limited to:

• Obtaining prior express written consent that specifically authorizes AI-generated voice calls to the consented telephone number, identifying Asvelo and/or Client as authorized callers
• Ensuring consent is not bundled with unrelated agreements, is not a condition of purchase, and includes an electronic signature or equivalent affirmative action
• Maintaining consent records — including timestamp, exact disclosure language, and the consenting party's phone number — for a minimum of five (5) years
• Complying with the FCC's one-to-one consent rule: consent must be specific to Client and cannot be shared with or transferred to other parties
• Scrubbing submitted numbers against the National Do-Not-Call Registry and any applicable state do-not-call lists at least every thirty-one (31) days before submitting leads to Asvelo
• Honoring all opt-out and revocation requests from leads promptly and in accordance with applicable law
• Complying with all applicable state telemarketing laws, including states that impose stricter consent requirements than federal law (e.g., Florida, California, Illinois)
• Ensuring all calls are placed only between 8:00 a.m. and 9:00 p.m. in the recipient's local time zone, unless applicable law requires a narrower window

Client acknowledges that even in a business-to-business context, the TCPA's cell phone protections apply to individual mobile numbers regardless of whether the number belongs to a business decision-maker. The B2B exemption applies only to calls made to a business's published landline or main switchboard number. Calls to direct-dial mobile numbers of business contacts require the same prior express written consent as consumer calls.

Asvelo acts as a technology platform and service provider that deploys and operates AI calling infrastructure configured by and on behalf of Client. Asvelo does not independently verify the consent status of any number submitted by Client. Asvelo's obligation is to deliver the calling service as configured; Client's obligation is to ensure every number submitted has the legally required consent to receive that call.

Asvelo will implement reasonable technical safeguards in the system build, including configuring opt-out mechanisms and AI identity disclosures. However, the existence of such safeguards does not transfer to Asvelo any legal responsibility for Client's contact lists, consent records, or compliance with applicable calling laws.

TCPA regulations and FCC guidance evolve frequently. Client is responsible for monitoring regulatory developments and ensuring that its lead generation, consent capture, and data submission practices remain compliant at all times. Asvelo may update its technical implementations to reflect regulatory changes but does not provide legal compliance advice.

Client acknowledges and agrees that Asvelo records all AI voice agent calls placed through the Asvelo system as a standard part of service delivery. Call recordings and transcripts are used for: quality assurance and system improvement; diagnosing call failures or performance issues; client reporting on call outcomes and KPIs; and training and optimization of AI conversation flows. By engaging the Services, Client explicitly consents to this recording practice on behalf of itself and authorizes Asvelo to record all calls made through the system.

Client is responsible for ensuring that all leads who are called through the Asvelo system receive legally required notice that their call may be recorded. Under federal law (the Electronic Communications Privacy Act) and under the laws of numerous states — including Florida, California, Connecticut, Delaware, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Pennsylvania, and Washington — recording a telephone conversation without the consent of all parties is unlawful and may give rise to civil and criminal penalties.

Client must ensure that its lead capture forms, advertising disclosures, and/or the AI agent's call opening script include a clear, conspicuous disclosure that the call is being recorded. Asvelo will configure the AI agent to include a standard recording disclosure during the call opening; however, Client acknowledges that relying solely on the in-call disclosure may not satisfy requirements in all jurisdictions and that pre-call disclosures on lead capture forms are strongly advisable.

Call recordings and transcripts are retained by Asvelo and by Asvelo's infrastructure providers (including Vapi) in accordance with their respective data retention policies. Upon termination of this Agreement, Client may request export of call data within thirty (30) days. After that period, Asvelo has no obligation to retain or produce call recordings.

The FCC's February 2024 Declaratory Ruling and subsequent proposed rules require that callers using AI-generated voices disclose the use of AI technology during the call. Asvelo's standard AI agent configuration includes a disclosure at the opening of each call identifying the call as AI-powered and providing the name of the business on whose behalf the call is placed. Client shall not modify or remove this disclosure from the AI agent script without Asvelo's written consent.

Several states have enacted or are enacting laws requiring disclosure of AI use in consumer-facing calls. California's AB 2905 imposes fines for failure to disclose AI use to callers. Client is responsible for monitoring state-specific AI disclosure requirements in all jurisdictions where it markets its services and directing Asvelo in writing if additional disclosure language is required for its specific lead base.

Consistent with FCC requirements, Asvelo will configure the AI agent to offer an automated opt-out mechanism during each call, allowing leads to request to be removed from further contact. Client is responsible for ensuring that opt-out requests captured through the system are honored within the timeframes required by applicable law.

In delivering the Services, Asvelo processes personal data submitted by or on behalf of Client, including but not limited to: lead names, phone numbers, email addresses, and other information collected through Client's lead forms; call recordings and transcripts; SMS message content; calendar booking information; and analytics and reporting data.

As between Asvelo and Client, Client is the data controller (or "business" under CCPA) with respect to lead personal data. Asvelo acts as a data processor (or "service provider") that processes personal data only for the purposes of delivering the Services to Client. Asvelo does not sell lead personal data to third parties and does not use lead data for purposes outside of service delivery and system improvement (using de-identified or aggregated data).

Client represents and warrants that it has a lawful basis for submitting each lead's personal data to Asvelo, including any consents required under applicable privacy laws (CCPA, CPRA, and any other applicable state privacy statutes). Client is responsible for responding to data subject requests (access, deletion, correction) from leads and for maintaining records of processing activities as required by applicable law.

Asvelo uses the following third-party sub-processors in delivering the Services: Vapi (AI voice infrastructure and call recording), Telnyx (telephony and SMS), n8n (workflow automation), Cal.com (calendar booking), Resend (email delivery), and PostHog (analytics). Client acknowledges that lead data will be transmitted to and processed by these sub-processors as necessary for service delivery. Each sub-processor is subject to its own data processing terms.

Asvelo implements reasonable technical and organizational measures to protect lead data, including secured webhook endpoints, API credential management, and access controls. However, no system is perfectly secure. Asvelo does not guarantee that data transmitted through the Services will be free from unauthorized interception or breach, and Client accepts this risk as part of using the Services.

To the extent required by GDPR Article 28, CCPA/CPRA, or other applicable privacy law, Asvelo will enter into a separate Data Processing Agreement (DPA) with Client upon written request. In the absence of a separate DPA, this Agreement governs the data processing relationship between the parties.

Asvelo retains exclusive ownership of all intellectual property rights in and to: the Asvelo platform, system architecture, and technical infrastructure; all AI agent conversation scripts, prompt templates, and system prompts authored or developed by Asvelo; all n8n workflow configurations, automation logic, and integration code built by Asvelo; all methodology, processes, and know-how underlying the Services; and all improvements, modifications, and derivative works of the foregoing, whether created before or during Client's engagement.

Client may not copy, reproduce, modify, distribute, reverse engineer, decompile, or create derivative works from any Asvelo-owned intellectual property without Asvelo's prior written consent.

Subject to Client's continued payment and compliance with this Agreement, Asvelo grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Asvelo system as configured for Client's account solely for Client's internal business purposes during the term of the Agreement. This license does not include any right to access, copy, export, or retain Asvelo's underlying system configurations, workflow code, or prompts.

Upon termination of this Agreement for any reason, this license immediately terminates. Client shall have no right to retain, use, or replicate the Asvelo system or any component of it after termination.

Client retains ownership of all content provided by Client to Asvelo for use in the system, including Client's brand name, offer description, product information, and business-specific qualifying criteria ("Client Content"). Client grants Asvelo a non-exclusive license to use Client Content solely for the purpose of configuring and delivering the Services during the term.

If Client provides feedback, suggestions, or ideas to Asvelo regarding the Services, Client grants Asvelo a perpetual, irrevocable, royalty-free right to use such feedback for any purpose without compensation to Client.

Cancellation or termination of the Services does not entitle Client to receive, export, or retain any Asvelo workflow configurations, AI prompt files, automation code, or system architecture. If Client wishes to rebuild a similar system independently or with another provider after termination, Client must do so using its own resources. Asvelo will not transfer system files, credentials, or intellectual property as part of an offboarding.

Client agrees to pay Asvelo the retainer fee set out in the applicable service agreement or invoice. The standard retainer is $1,000 USD per month unless otherwise specified in writing. Fees are due in advance at the start of each billing period.

All fees are due within five (5) calendar days of invoice. If payment is not received within ten (10) calendar days of the due date, Asvelo may suspend the Services without notice until payment is received. Suspension does not excuse Client's obligation to pay outstanding fees.

The monthly retainer covers Asvelo's service and standard system operation. It does not include third-party telephony costs (Telnyx call minutes and SMS), email delivery costs (Resend), or other usage-based charges from infrastructure providers. These costs are either passed through at cost or covered by Client's own accounts with these providers, as agreed during onboarding.

Asvelo may adjust its fees upon thirty (30) days' written notice. If Client does not accept the new pricing, Client may cancel in accordance with Section 10.5 before the new pricing takes effect.

Either party may cancel this Agreement by providing written notice (email to contact@asvelo.com or to Client's email of record) at least thirty (30) calendar days before the desired cancellation date. The Agreement will continue and fees will continue to accrue through the end of the notice period.

There are no refunds for fees already paid or for the current billing period at the time of cancellation. Upon cancellation, Asvelo will cease operating the system at the end of the notice period and will have no obligation to provide Services beyond that date.

Asvelo may terminate this Agreement immediately and without refund if Client: materially breaches this Agreement and fails to cure within five (5) days of written notice; violates the Acceptable Use Policy; engages in conduct that creates legal or regulatory risk for Asvelo; or fails to pay fees when due after a cure period.

Asvelo's total aggregate liability to Client arising out of or related to this Agreement — regardless of the form of the claim or cause of action — shall not exceed the total fees paid by Client to Asvelo in the thirty (30) calendar days immediately preceding the event giving rise to the claim. This cap applies to all claims in aggregate, not per incident.

Asvelo is not liable for any failure, error, downtime, data loss, or other deficiency caused by third-party infrastructure providers (Vapi, Telnyx, n8n, Cal.com, Resend, Meta, PostHog, or others). Client acknowledges that the Services depend on third-party platforms and accepts the risks associated with their use.

Asvelo is not liable for any regulatory fines, penalties, class action damages, statutory damages, or other legal costs arising from Client's violation of the TCPA, FCC rules, state telemarketing laws, recording consent laws, CAN-SPAM, or any other applicable law or regulation. Client expressly acknowledges that all such exposure is Client's sole responsibility, as set forth in Sections 3, 4, 5, and 12 of this Agreement.

Client acknowledges that the limitations of liability in this Section 11 are an essential element of the basis of the bargain between the parties and that Asvelo would not have agreed to provide the Services at the stated fees without these limitations.

Client shall indemnify, defend, and hold harmless Asvelo and its officers, directors, employees, agents, contractors, successors, and assigns (collectively, "Asvelo Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, fines, penalties, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Client's violation of the TCPA, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telephone Sales Rule, or any other federal or state telemarketing or consumer protection law or regulation
• Client's failure to obtain valid, documented prior express written consent from any lead contacted through the Asvelo system
• Client's failure to properly disclose call recording to leads, or any violation of federal or state call recording consent laws (including the Florida Security of Communications Act)
• Client's violation of the CAN-SPAM Act or any state or federal anti-spam law with respect to email or SMS communications delivered through the Services
• Any claim by a third party (including any lead or regulatory authority) arising from Client's use of the Services in violation of this Agreement or applicable law
• Any false, misleading, or unlawful representations made by Client or Client's agents to leads
• Client's violation of any applicable privacy law, including CCPA, CPRA, or similar statutes, with respect to lead data submitted to or processed through the system
• Client's breach of any representation, warranty, or obligation under this Agreement
• Client's negligence or willful misconduct

Asvelo will indemnify, defend, and hold harmless Client against third-party claims that the Asvelo platform (excluding Client Content and any modifications made at Client's direction) infringes a valid U.S. patent, copyright, trademark, or trade secret. This indemnification does not apply to claims arising from Client's misuse of the Services, Client's modifications to system configurations, or Client's combination of the Services with third-party products or services not approved by Asvelo.

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party control of the defense and settlement of the claim; and (c) provide reasonable cooperation in the defense. The indemnifying party may not settle any claim that imposes obligations or liability on the indemnified party without the indemnified party's prior written consent.

This Agreement begins on the date Client signs a service agreement or pays a first invoice (whichever is earlier) and continues on a month-to-month basis until terminated in accordance with Section 10.5 or this Section 14.

Upon termination of this Agreement for any reason: (a) Client's license to use the Services immediately terminates; (b) Asvelo will cease operating the system for Client; (c) all outstanding fees remain due and payable; (d) the following Sections survive termination: Section 3 (TCPA Compliance), Section 4 (Call Recording), Section 8 (No Guarantee of Results), Section 9 (Intellectual Property), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 15 (Confidentiality), Section 16 (Governing Law), and Section 17 (General Provisions).

Client may request export of its lead data and call logs within thirty (30) days of termination. Asvelo will make reasonable efforts to provide this data in a usable format but does not guarantee format compatibility. After thirty (30) days, Asvelo may delete all Client data from its systems without further notice.

This Agreement is governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions.

Before initiating any formal dispute resolution, the parties agree to attempt in good faith to resolve any dispute through written communication. Either party may initiate this process by sending written notice of the dispute to the other party. The parties will have thirty (30) days to resolve the dispute informally before proceeding to arbitration.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or its breach, that cannot be resolved informally, shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in Miami, Florida, or remotely if the parties agree. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Each party waives any right to bring or participate in a class action or representative proceeding against the other party. All disputes must be resolved on an individual basis.

Notwithstanding Section 16.3, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm, including but not limited to violations of intellectual property rights or confidentiality obligations, without first engaging in the informal dispute resolution process.

For any matter not subject to arbitration, each party consents to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida.

This Agreement, together with any signed service agreement and onboarding documentation, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, representations, and agreements, whether written or oral. In the event of any conflict between this Agreement and a separately signed service agreement, the signed service agreement controls.

Asvelo may update this Agreement at any time by posting the updated version to asvelo.com with an updated effective date. Material changes will be communicated to active clients via email. Continued use of the Services after the effective date constitutes acceptance. Amendments to a specific service agreement require written consent of both parties.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable.

Failure by Asvelo to enforce any provision of this Agreement does not constitute a waiver of that provision or of any other provision. No waiver is effective unless made in writing and signed by an authorized representative of Asvelo.

Client may not assign, transfer, or delegate any of its rights or obligations under this Agreement without Asvelo's prior written consent. Asvelo may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon notice to Client. Any unauthorized assignment is void.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other to any obligation.

Asvelo is not liable for any failure or delay in performance caused by circumstances beyond Asvelo's reasonable control, including natural disasters, acts of government, internet or telecommunications outages, third-party service failures, or other events outside Asvelo's control ("Force Majeure Events"). Asvelo will notify Client of any Force Majeure Event that materially affects service delivery. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate this Agreement without penalty.

All notices under this Agreement shall be in writing and delivered by email. Notices to Asvelo must be sent to contact@asvelo.com. Notices to Client will be sent to the email address on record in Client's account. Notices are effective upon confirmed delivery.

Section headings are for convenience only and do not affect the interpretation of this Agreement.

Client's electronic acceptance of this Agreement (including payment of a first invoice or digital signature on a service agreement) constitutes a legally binding signature and acceptance of all terms herein.