Legal

This Service Schedule (the “Services Schedule”) supplements and is incorporated by reference into the Plivo ToS. This Services Schedule applies solely to the Services described in the Order Form or ordered by you from your Account. Terms defined in the Plivo ToS apply to this Services Schedule. Any capitalized term not defined in this Section 1 will have the meaning provided in Plivo ToS.

1. Updates to Services 

1.1 Limitations on Changes. Plivo may update, upgrade or modify the Services, provided the updates do not result in a material reduction of the functionality, performance, availability, or security of the Platform Service.

1.2 Discontinuance. Plivo will notify Customer before discontinuing any Service (or associated material functionality), unless Plivo replaces such discontinued Service or functionality with a materially similar Service or functionality.

1.3 Nothing herein limits Plivo’s ability to make changes required to comply with applicable law or address a material security risk, or that are applicable to new or pre-general availability service or functionality.

2. Services Support Packages and Service Levels. 

2.1 Plivo will provide Services Support Services to Customer during the Order Form Term in accordance with the applicable Services Support Packages and Service Levels. Customer is responsible for the technical support of its applications and projects.

3. Customer Account. 

3.1 Customer may be required to establish an account at this Website in order to take advantage of certain features of this Website or the Services. If so, Customer agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Website or the Services; and (b) as permitted, maintain and promptly update such information to keep it true, accurate, current and complete. If Customer provide any information that is false, inaccurate or outdated, or Plivo has reasonable grounds to suspect that such information is false, inaccurate or outdated, Plivo has the right to suspend or terminate Customer’s account and prohibit any and all current or future use of the Website and Services (or any portion thereof) by Customer.

4. Consents and Permissions.

4.1 Customer represent and warrant that Customer have provided and will continue to provide adequate notices, and that Customer have obtained and will continue to obtain the necessary permissions and consents, to provide Customer Data to Plivo for processing. Customer is solely responsible for obtaining, storing, and managing each End User’s consent to opt-in to receive any message prior to Plivo or Customer sending any message to such End User, as may be required by applicable law and regulation, including but not limited to all state laws and regulations and the Telephone Consumer Protection Act. Customer is also solely responsible for notifying such End User that they may opt out of receiving messages/calls at any time by replying STOP, END, CANCEL, UNSUBSCRIBE, or QUIT.

5. Content.

5.1 All Content, whether publicly posted or privately transmitted by Customer or Customer Users, is solely Customer’s responsibility. Customer retain Customer’s rights to any Content Customer submit, post or display on or through the Services. Customer may use the Services to execute Customer Applications owned or lawfully obtained by Customer, and Customer is solely responsible for such Customer Applications, including any data, text, images or content contained therein. Customer is responsible for all traffic originating from Customer Applications or using Customer’s account credentials to the Services. Therefore, Customer should protect Customer’s authentication keys and security credentials. Any action taken with Customer’s credentials are deemed to be actions taken by Customer, with all consequences including payments, service termination, civil and criminal penalties.

6. Customer Application(s)

6.1 Customer represent and warrant: (i) that Customer is solely responsible for the development, operation, and maintenance of Customer Application and Content, including without limitation, the accuracy, appropriateness and completeness of Customer’s Content; (ii) that Customer have the necessary rights and licenses, consents, permissions, waivers and releases to use and display Customer Application and Customer’s Content; (iii) that neither Customer Application nor Content (a) violates, misappropriates or infringes any rights of us or any third party, (b) constitutes defamation, invasion of privacy or publicity, or otherwise violates any rights of any third party, or (c) is designed for use in any illegal activity or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (iv) that neither Customer Application nor Content contains any harmful components; and (v) that Plivo is not responsible to Customer for indemnification or directly to any of Customer’s customers or clients. Customer also represent and warrant that Customer is responsible for any charges incurred by Customer’s use of the Customer Applications, no matter whether the Customer Applications acted in error or due to any fraudulent attack on Customer’s website or Customer Applications.

7. Third Party Services.

7.1 The Services may provide the Customer with access to, or integrate with, third-party services, applications, or websites (collectively, "Third-Party Services").

7.2 The Customer acknowledges that access to and use of any Third-Party Services is governed solely by the terms and conditions of such Third-Party Services, and the Customer agrees to comply with all such terms and conditions.

7.3 The Customer acknowledges and agrees that Plivo is not responsible for the performance, functionality, or security of any Third-Party Services, and Plivo does not endorse, warrant, or support any Third-Party Services.

7.4 Plivo makes no representations or warranties, express or implied, regarding the Third-Party Services, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any other warranties that may arise from usage of trade or course of dealing. Plivo’s ability to provide the Services through Third Party Services will depend on Third Party’ continued provision of third-party service integration capabilities with Third Party Services. In the event that Third Party Service provider discontinue, suspend, or terminate third party service integration with Third Party Services, then Plivo may immediately terminate, suspend, and/or discontinue the Services integration with Third Party Services.

7.5 Customer acknowledges that the Third-Party Services is a third-party service and Customer may need to obtain its own third-party account with Third Party Service provider(s). In such cases where a Third-Party Service provider requires a third-party account directly with Customer, the successful creation of the third-party account will be a prerequisite to Plivo’s provision of Services.

7.6 Plivo shall not be liable for any damages, losses, or liabilities arising from or related to the Customer's use of, or inability to use, any Third-Party Services, including any interruption, disruption, or delay in access to the Third-Party Services. 

7.7 Plivo does not control or monitor, and is not responsible for, any Third-Party Services or any content, materials, or information provided by or available through Third-Party Services. The Customer assumes all risks arising from or related to the use of any Third-Party Services.

7.8 Data Sharing with Third-Party Services

7.9 The Customer acknowledges and agrees that if the Customer uses any Third-Party Services in connection with the Services, Plivo may share certain information, including but not limited to the Customer's data, with the Third-Party Services as necessary for the operation of the Services or the Third-Party Services.

7.10 The Customer acknowledges that any data or information shared with Third-Party Services is subject to the privacy policies and practices of those Third-Party Services, and Plivo is not responsible for any unauthorized access, use, or disclosure of the Customer's data by any Third-Party Services.

7.11 Customer Consent: The Customer acknowledges and agrees that Plivo may utilize artificial intelligence (AI) and machine learning (ML) technologies to enhance and provide the Services.

7.12 Data Sharing with Third Party Processors: The Customer understands and agrees that such use of AI/ML technologies may necessitate the sharing of Customer Data with third-party processors who provide AI/ML software or services, in accordance with Plivo's privacy and data processing policies.

7.13 Responsibility for Required Consents: The Customer shall be solely responsible for obtaining and managing all necessary consents, approvals, and authorizations from any data subjects or other parties as required under applicable laws for the use of AI/ML technologies, including any data sharing with third-party processors.

7.14 AI Limitations and Customer Responsibility: The Customer acknowledges that AI/ML technologies may produce outputs that are incorrect, incomplete, or otherwise flawed due to the inherent limitations of such technologies. The Customer agrees to independently review, verify, and validate all outputs generated by AI/ML technologies before relying on or acting upon them.

7.15 Third-Party Terms: The Customer acknowledges that in certain cases, the terms and conditions of third-party AI/ML providers may apply to the use of their software or services. It is the Customer’s responsibility to review and comply with such terms.

7.16 Plivo's Limitation of Liability: Plivo shall not be liable for any actions, omissions, or outcomes arising from the use, misuse, or non-use of any content or outputs generated by AI/ML technologies. The Customer assumes full responsibility for the decisions, actions, or reliance placed on such AI/ML-generated content.

7.17 If You have elected to use the WhatsApp Business Solution, the Supplemental Terms shall also be applicable.

8. Customer Data Security Responsibilities

8.1 Customer’s responsibilities will include, but is not limited to:

• Provide Plivo with required licenses necessary for use with any internal Customer systems, necessary to support the Service and this Service Schedule; and
• Post a privacy policy on Customer’s website(s) which notifies website users such Website(s) collects Personally Identifiable Information (“PII”) from End Users.  Such privacy policy will comply with all applicable laws relating to such collection of information.
• Information Security: Promptly notify Plivo of any breach of security that it has knowledge of, including unauthorized use of any password or account.  Customer hereby acknowledges and agrees that security of all Customer devices, workstations, and other Customer equipment is the sole responsibility of Customer.  Customer will respond to any reasonable requests or direction of Plivo with respect to the security of such items.
• Agree to, at a minimum, in respect of Customer’s access to, and/or use of, Services:
  • Appoint authorized Customer-user(s) as organizational administrator(s) for granting individuals access to Services and implement appropriate procedures for proper access approvals, modifications and terminations by such designated administrators;
  • Review monthly the authorization of Customer’s individuals having access to Services;
  • Investigate suspicious use of Services when reported to Customer by Plivo;
  • Keep Customer’s passwords to Services confidential, and to provide mutually acceptable, auditable authentication mechanisms;
  • Notify Plivo of any known breach of security related to the use of the Services;
  • Except as otherwise agreed, not perform tests or assessments or intentionally exploit known vulnerabilities in any capacity (including via Customer’s use of a third party) of the Services or Plivo’s infrastructure or applications; 
  • Implement anti-virus, and other reasonable protective measures on any content or application files generated by Customer for consumption by the Services; and
  • Take additional industry-standard measures to protect against unauthorized data access, intrusions, hacking, breaches, or other security risks and to contain any unauthorized access or successful hacking, with such measures to be reasonable and appropriate according to the circumstances in which Customer operated and the associated risk profile.

8.2 Plivo shall have no liability in the event of any incidents or breaches to the extent that they arise out of or are related to any failure by the Customer to perform the responsibilities as described in this Section.

8.3 User Notification

• To the extent required by applicable law, prominently and properly provide notice to customers of the use of bots in connection with the services provided.  
• If Services is used to incentivize purchases of any kind, configure Services to identify itself as a bot on the first interaction with users.
• Post a website privacy policy that notifies readers of the use of bots.

9. Customer Consent for Compliance, Security, and Fraud Prevention Analysis:

9.1 By accessing or continuing to use Plivo's services or platform, you expressly consent to the processing, recording, and analysis of all data and content transmitted through our services, including but not limited to calls, messages, and other communications ("Customer Data"). Plivo may use Customer Data to analyze, detect, prevent, and investigate security incidents, fraud, spam, abuse, misuse, or any other activities that may violate our Terms of Service or applicable laws and regulations. If you do not agree to this consent, please refrain from using our platform for any communications.

9.2 You represent and warrant that, you have provided and will continue to provide adequate notices, and that you have obtained and will continue to obtain the necessary permissions and consents, to provide Customer Data to Plivo for such processing. You are solely responsible for obtaining, storing, and managing each end user’s consent, as may be required by applicable law and regulation, including but not limited to all state laws and regulations and the Telephone Consumer Protection Act. You are also solely responsible for notifying such End User.

9.3 Any processing, recording, and analysis—or lack thereof—of Customer Data by Plivo shall not relieve you of any obligations under this Agreement or applicable laws and regulations, nor shall it constitute a waiver of any of Plivo's rights under this Agreement or impose any additional duty, obligation, or liability upon Plivo.

9.4 Furthermore, you agree to indemnify, defend, and hold harmless Plivo, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or related to the recording, monitoring, and analysis of Customer Data as described in this clause, or from your use of the platform in any manner that violates applicable laws or third-party rights.

10. Other Responsibilities of Customer.  

10.1 Customer will: (a) be solely responsible for all use of the Services and Documentation under Customer’s account and the Customer Services; (b) not transfer, resell, lease, license, or otherwise make available the Services to third parties (except to make the Services available to Customer Users) or offer them on a standalone basis; (c) use the Services only in accordance with this Agreement, the Plivo Acceptable Use Policy, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation; (d) be solely responsible for all acts, omissions, and activities of Customer Users, including their compliance with this Agreement, the Plivo Acceptable Use Policy, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation; (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Plivo promptly of any such unauthorized access or use;  (f) security incidents attributable to Customer or related to unauthorized access, unusual traffic patterns, fraudulent activities, deliberate or artificial inflation of traffic, queuing, volume manipulation or throttling, voice-related matters, toll fraud, and account takeovers; (g) provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; (h) comply with Customer’s representations and warranties set forth in Section 5 (Representations, Warranties, and Disclaimer) ; (i) be responsible for any consents and notices required to permit (a) Customer’s use and receipt of the Services and (b) Plivo’s accessing, storing, and processing of data provided by Customer or Customer Users (including Customer Data, if applicable) under the Agreement; and (j) not transmit, store, or process health information subject to United States HIPAA regulations except as permitted by law; and (k) be solely responsible for all information accessed by Customer using the Services and is at Customer’s own risk.

11. Suspension of Services.  

11.1 Plivo may suspend Customer’s right and license to use the Service or terminate these Service Schedule for cause effective as set forth below: If (i) Customer violate any provision of these Service Schedule or we have reason to believe that Customer have violated these Service Schedule, (ii) there is an unusual spike or increase in Customer’s use of the Services for which there is reason to believe such traffic or activity is fraudulent, abusive, harmful, threatening, defamatory, offensive and/or negatively impacting the operating capability of the Service; (iii) we determine, in our sole discretion, that our provision of any of the Services to Customer is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (iv) Customer become the subject of a voluntary or involuntary bankruptcy or similar proceeding, or make an assignment for the benefit of creditors; and immediately and without notice if Customer is in default of any payment obligation with respect to any of the Services or if any payment mechanism Customer have provided to us is invalid or charges are refused for such payment mechanism; or (v) if the balance of the account falls below $0.00, the account will be suspended. Upon our suspension of Customer’s use of any Services, in whole or in part, for any reason: (i) fees will continue to accrue for any Services that are still in use by Customer; (ii) Customer remain liable for all fees, charges and any other obligations Customer have incurred for usage/activity through the date of suspension with respect to the Services; and (iii) all of Customer’s rights with respect to the Services shall remain suspended during the period of the suspension.

12. Third-Party Content Enforcement. 

12.1 If Customer’s primary use of the Services is to host third-party content or facilitate the sale of goods or services between third parties on its platform, Customer will take the following steps to enforce compliance with the AUP: (a) publish policies defining what content is prohibited on its platform (e.g., illegal content); (b) maintain a publicly accessible method (e.g., webform or email alias) to receive notices of violation of that policy (in addition to a monitored communications channel for Plivo); and (c) promptly review and address any such notices, and remove content where appropriate.

13. Beta Offerings.  

13.1 From time to time, Plivo may make available Beta Offerings. Customer may, in Customer’s sole discretion, choose to use a Beta Offering. Plivo may discontinue a Beta Offering at any time, in its sole discretion, or decide not to make a Beta Offering generally available. To the extent Customer use any Beta Offerings Any Private Beta Offerings made available to Customer are strictly for testing and experimentation purposes only. Customer acknowledges that, by their nature,  Beta Offerings may (a) not meet speed or performance benchmarks or expectations; (b) have gaps in functionality; and (c) contain bugs. The Support Terms and SLA do not apply to  Beta Offerings.  Beta Offerings, and any information related to such  Beta Offerings, including their existence, are considered Plivo Confidential Information. 

14. SERVICES ARE NOT AND IS NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES. “EMERGENCY SERVICES” SHALL MEAN SERVICES THAT ALLOW A USER TO CONNECT WITH EMERGENCY SERVICES PERSONNEL OR PUBLIC SAFETY ANSWERING POINTS SUCH AS 911 OR E911 SERVICES. NEITHER PLIVO NOR ITS OFFICERS, EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO CUSTOMER’S INABILITY TO USE PLIVO OR ITS SERVICES TO CONTACT ANY EMERGENCY SERVICES, OR CUSTOMER’S FAILURE TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES.

15. POC Terms

15.1 Where Services are provided as POC following Terms shall apply: 

• The POC is for evaluation and testing only and does not include the provision of commercial services.
• The term of POC would be as notified by Plivo, unless extended by mutual agreement between the Parties.
• The POC is provided on an "AS-IS" and "AS-AVAILABLE" basis, with no warranties of any kind, express or implied. The Company disclaims all warranties, including but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement.
• The total liability of the Company for any claim arising from or relating to the POC shall not exceed $100 or the amount of actual damages incurred, whichever is less.
• Any feedback, suggestions, or ideas provided by the Customer to the Company during the POC may be used by the Company to improve its products and services. The Customer grants the Company a perpetual, worldwide, royalty-free license to use and incorporate such feedback into the Company’s offering.
• Upon completion of the POC, if the Customer wishes to continue using the Company’s software or services, a separate commercial agreement will need to be negotiated and executed.
• Participation in the POC does not create any obligation on either party to enter into a future agreement for the provision of services or products. Both parties are free to pursue other opportunities without restriction.