Last Updated: August 24, 2018
These terms of service are entered into by and between you (referred to herein as “you” or “your”) and Smith.ai, Inc. (“Smith.ai,” “we,” “our,” or “us”), and they govern your access to and use of Keypad, the Smith.ai website, Smith.ai software, and/or Smith.ai services. If you do not agree to these terms, do not use any Smith.ai software or services, including the Smith.ai website.
By using any Keypad services, you agree to abide by and comply with these terms, and you affirm that you either are over the age of majority in your jurisdiction of residence, are an emancipated minor, or possess legal parental or guardian consent, and that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these terms.
Keypad is provided by Smith.ai, Inc. (“Smith.ai”), the communications provider responsible for the rates, terms, and conditions relating to all Keypad services.
Keypad is a telecommunication service that provides you with toll-free and/or local numbers. You do not own the provisioned numbers; they are leased. Details about transferring numbers are available here. Additional telecommunication and non-telecommunication features, services, and applicable pricing are available on the Smith.ai website, in Smith.ai software, and/or in Keypad.
Smith.ai is not a "dial-tone" provider. Keypad cannot be used for emergency services. In the event of an emergency while using Keypad services, you must hang up and dial a local emergency number using the telephone service provided by your local carrier.
Keypad plans are offered on a monthly contract basis and: (i) may only be used for normal business use for a single business; (ii) are provided only for live dialog; (iii) may not be resold in whole or in part; and (iv) exclude international calling, which is not available. Examples of uses of the Keypad service that are prohibited include but are not limited to:
Trunking or forwarding your Smith.ai number to another phone number capable of handling multiple simultaneous calls, or to a PBX or a key system.
Spamming, broadcasting, or blasting (e.g., sending bulk and/or junk faxes and/or voicemails simultaneously).
Bulk call-in lines (e.g., customer support or sales call centers, "hotlines," 900 numbers, sweepstakes numbers, sports-line numbers, etc.).
Auto-dialing or "predictive" dialing (e.g., non-manual dialing or using a software program or other means to continuously dial or place outbound calls).
Calls without live dialogue, including using Keypad services as monitor, intercom or for transcription.
Telemarketing of any kind (including, but not limited to, charitable or political solicitation or polling)
Activities that use an extraordinary amount of connectivity.
Smith.ai reserves the right without prior notice to: (i) limit, disconnect, or suspend your service, and/or (ii) impose per-minute charges for excessive or unreasonable use, if Smith.ai determines that your use of the service violates this Reasonable Use Policy. This Reasonable Use Policy also applies to “unlimited greetings.” “Unlimited greetings” enables you to record “unlimited” greetings and voicemail messages of up to two minutes each for a maximum of 10 voicemail boxes. Additional voicemail boxes can be enabled on a case-by-case basis by emailing email@example.com. Smith.ai may add to, modify, or amend the Reasonable Use Policy at any time for any reason in its sole discretion.
You may change service features or service plans by notifying Smith.ai by email at firstname.lastname@example.org, and when contacting Smith.ai, you must provide your full name, address, email, and phone number.
The term for Keypad service begins on the date Smith.ai activates services for your account and continues monthly thereafter until terminated by either party pursuant to the terms below.
Fees applicable to the services may include long-distance and directory-assistance charges, regulatory and government fees, and taxes and surcharges, including regulatory recovery fees incurred as a result of the use of the services. Service plans for toll-free and local numbers include: (i) a flat monthly service fee, which is the basic charge associated with the service that includes the calling charges defined by your service plan; (ii) the number of included local and/or toll-free minutes; (iii) the number of included local and/or toll-free numbers; (iv) the number of included messages (“texts”); (v) charges for additional local and/or toll-free minutes; (vi) charges for additional local and/or toll-free numbers; and (vii) charges for additional texts. Unlimited destination numbers are provided with all service plans. A “destination number” is defined as a phone number to which calls routed through Keypad are directed. Service plans and fees are available on the Smith.ai website at https://smith.ai.
International calls (not including calls to Canada) and calls to areas outside the United States, including calls forwarded from the United States and Canada to such areas, are not yet a Keypad feature. Calls to Alaska, Hawaii, and United States territories may incur an additional per-minute rate. See https://smith.ai for current pricing.
Smith.ai may charge fees for optional features, add-ons, and additional products and services. Such fees are posted on the Smith.ai website, in Smith.ai software, and/or within Keypad.
Smith.ai reserves the right to change its pricing and/or billing practices in its sole discretion. Smith.ai bills usage charges by computing the: (i) total number of phone numbers, (ii) total number of local and toll-free minutes and (iii) total number of texts; or as otherwise set forth in the applicable service plan.
Monthly recurring charges are billed in advance of the month of usage. Usage charges are billed in arrears. Excess-use charges for additional numbers, minutes and texts are billed on the sooner of the month following such usage. Credit or debit cards will automatically be billed on the sooner of: monthly or upon adding a new phone number or destination number, and no additional notice or consent will be required for billings to that credit or debit card or account. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, Smith.ai may make reasonable adjustments and pro-rations. Service plans are charged once a month or upon the accrual of usage-based fees, whichever comes first.
The Keypad service plan provides for a fixed number of monthly usage minutes and texts. If you exceed your monthly usage minutes or texts during the course of a service month, Smith.ai will automatically bill your account for each additional minute or text, and this automatic billing for additional minutes or texts will continue until the end of the service month. Smith.ai may also provide you certain bonus minutes, bonus texts, or other promotional incentives upon fulfillment of the applicable promotion requirements. All of the usage minutes are quoted in terms of domestic minute usage, and may be referred to on Keypad, the Smith.ai website, Smith.ai software, or by a Smith.ai customer support representative as "minutes." Toll-free minutes are billed at twice the local rate. Per-minute and per-text rates are posted on the Smith.ai website, in Smith.ai software, and/or within Keypad.
In no event shall any toll-free minute, international minute, or any other type of minute issued to you or applied to an account have any monetary value or be exchangeable or exchanged for cash. Minutes may be applied to only the account for which they were purchased and/or provided, and may not be sold, transferred, assigned, or applied to any other account, plan, or customer. Minutes not applied to usage of the applicable account during the monthly billing cycle for which they are allotted shall expire at the end of such cycle and shall in no event be available for application to usage occurring during (or “roll over” to) any other period.
In no event shall any text issued to you or applied to an account have any monetary value or be exchangeable or exchanged for cash. Texts may be applied to only the account for which they were purchased and/or provided, and may not be sold, transferred, assigned, or applied to any other account, plan, or customer. Texts not applied to usage of the applicable account during the monthly billing cycle for which they are allotted shall expire at the end of such cycle and shall in no event be available for application to usage occurring during (or “roll over” to) any other period.
You acknowledge and agree that Keypad services may not be available one hundred percent (100%) of the time. Minute usage allowances for interruption of Keypad services may only be provided on a case-by-case basis at the sole discretion of Smith.ai and shall be your sole remedy for any Keypad service interruptions or other issues with Keypad services.
We may charge you a late fee to cover our administrative costs of the greater of 1.5% per month or $15.00 (US dollars) per month (to the extent permitted by applicable law) accrued from the date of invoice until we receive payment for the services in full. We will not reactivate a suspended account until we receive payment in full, at which time it will be subject to a $15.00 (US dollars) account reactivation fee at our discretion.
We may from time-to-time offer trial accounts or trial periods to new and existing customers during which no fee applies. In some cases, the terms of the free trial may involve an automatic re-enrollment at the end of the trial unless you opt out of the trial and/or cancel the service during the term of the free trial. In those cases, we will begin billing your credit or debit card automatically at the end of the free trial period unless you opt out of the trial or cancel the service prior to the end of the free trial period. We will continue to bill your credit or debit card on a monthly basis as described herein, until the account is terminated.
You may terminate Keypad services in accordance with these terms and by providing notice of termination by contacting Smith.ai by email at email@example.com. Within 3 business days, Smith.ai will email you to confirm receipt of your cancellation notice, and will terminate your account. If you do not receive an email confirmation, your termination notice may not have been received by Smith.ai, and you should contact Smith.ai by email at firstname.lastname@example.org to verify that your cancellation request has been processed or is in process. Because usage charges are paid in arrears, a final payment for usage will be processed on your next billing date after termination. Following termination of the Keypad service, you shall have no right to receive, and Smith.ai will have no obligation to forward, any unread or unsent messages to you or any third party. Smith.ai may require reactivation charges to renew Keypad service after termination or suspension. Upon termination, you are responsible for paying all undisputed amounts and charges owing under these terms. Past-due balance on previous or multiple accounts will be charged the full balance due upon opening a new account or updating your credit or debit card on file.
Smith.ai reserves the right, in its sole discretion, to block access to certain international countries and locations that are frequently implicated in fraudulent calls (“Blacklisted Destinations”). At your request and subject to specific conditions, Smith.ai may provide you access to Blacklisted Destinations.
We will provide you with an internet website address where you can log in to manage your service and account. Although some functions of your service may be configured simply by using your telephone, you may find that some functionality is controlled only through the website interface. You must have internet access to use our service. It shall be your responsibility to manage all configuration details yourself. Logging in to the website service requires a common, and current, internet browser with support for SSL encryption and cookies enabled. Anyone whom you give access to the management website, through use of your secure account credentials, shall be authorized by you to make any and all changes to your account.
Certain Keypad services provide a function that allows recording individual telephone conversations. When the call recording function is enabled, a message informing all parties that the call is being recorded will be enabled by default. Smith.ai does not assume responsibility for your decision in disabling this message. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state, province to province, and country to country. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using Keypad call recording. You should consult with an attorney prior to recording any communication or prior to disabling Keypad's default notification, as some jurisdictions may require the prior consent of all parties to a recorded communication. You represent, covenant, and warrant that you will review all applicable laws before you use or allow use of the Keypad services to record any communications and will at all times comply with all applicable laws. You agree to inform all users of your Keypad account that they are obligated to comply with all laws relating to their use of Keypad call recording. Violations of call recording laws may be subject to criminal or civil penalties. Smith.ai expressly disclaims all liability with respect to your recording of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Smith.ai from and against any damages or liabilities of any kind related to your recording of any telephone conversations using Keypad services.
You represent and warrant that all use and usage of Keypad services, and your account(s), will at all times comply with all applicable laws, including but not limited to the rules, policies, and regulations of the Federal Communications Commission (“FCC”) or the Canadian Radio-Television and Telecommunications Commission (“CRTC”), as applicable, and all laws relating to Do-Not-Call provisions; unsolicited marketing; telemarketing; faxing; email marketing; spamming or phishing; data security or privacy; international communications; account or debt collection; recording of calls or conversations; export control; export of technical or personal data; end user, end-use, and destination restrictions imposed by the United States, Canada, or foreign governments; consumer protection; pornography; trade practices; false advertising; unfair competition; anti-discrimination; harassment; defamation; intellectual property; or securities.
All information received during the provision of, and provided by and for, Keypad services (“Subscriber Information”) is jointly owned by Smith.ai and you. Smith.ai retains this joint ownership solely so that it has the right to store the information collected on its secure servers and use it to provide excellent services to you, such as relaying messages to you through text and email, identifying spam callers and solicitations, and improving our services.
Smith.ai will use Subscriber Information for the sole purpose of providing your Keypad services, and under no circumstances will Smith.ai sell Subscriber Information or share it in any manner not specified in these terms. If we are required to share Subscriber Information by law, we will notify you promptly upon receiving such a request. We will work with you to keep the Subscriber Information confidential if possible, but we will honor any applicable legal obligations regarding sharing the Subscriber Information. Smith.ai stores your Subscriber Information in a segregated account that only contains your Subscriber Information. You can only access and use the information in your Smith.ai account. This allows Smith.ai to only allow Smith.ai staff working on your account to access your Subscriber Information. We will respond to your written request to delete specific Subscriber Information or your Smith.ai account (including all Subscriber Information) within 3 business days. After confirming that you understand that deletion of the Subscriber Information and/or your Smith.ai account will be permanent, we will delete the requested information and rescind all ownership rights to the Subscriber Information that was deleted.
In addition to not sharing, selling, or using Subscriber Information in any manner not described in these terms and expressly agreed by you, Smith.ai adheres to the following confidentiality protections: (i) Smith.ai staff are trained to follow the confidentiality measures described in these terms and must sign a Non-Disclosure Agreement requiring them to keep all Subscriber Information confidential prior to starting to work with any Subscriber Information; (ii) Smith.ai performs regular malware scanning of the Keypad service and all servers and computers used by us to support the service; and (iii) Subscriber Information is encrypted through the Keypad service with Secure Socket Layer technology (SSL) and is also encrypted when it is stored by Smith.ai to prevent unauthorized parties from viewing such information.
While Smith.ai employs the practices described in these terms to provide Keypad services, we also follow your instructions regarding how we can best provide these services to you. Therefore, please ensure that any instructions provided to Smith.ai regarding your account comply with your obligations and confidentiality expectations. We are not responsible for breaches of confidentiality that may occur when we are following your instructions, such as transmitting information to an unsecure server specified by you or the acts or omissions of your authorized staff members. Our goal is to be a valued member of your business, so we may contact you if we believe that a process could be improved, but our role in your business is limited to the Keypad services that you order. In its provision of Keypad services, we may transcribe messages from calls that you receive. However, Smith.ai does not monitor or censor such messages for content and is not responsible, or have any liability whatsoever, for the content of Subscriber Information or messages that are received by, on the behalf of, or intended for, you.
Certain Keypad services may provide a function that allows voicemails to be converted to text. You understand and agree that Smith.ai’s voice-to-text (“VTT”) features may not accurately transcribe voicemails. You are solely responsible for checking the original message and verifying the accuracy of the message when using any and all VTT features. Smith.ai expressly disclaims all liability with respect to the conversion of voicemails to text. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Smith.ai from and against any damages or liabilities of any kind related to your use of VTT features when using Keypad services.
Certain Keypad services may provide a function that allows the source of calls to be tracked and displayed. You understand and agree that Smith.ai’s call tracking service may not accurately track calls. You are solely responsible for checking the original source of calls and verifying the accuracy of the call tracking data. Smith.ai expressly disclaims all liability with respect to the tracking of calls. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Smith.ai from and against any damages or liabilities of any kind related to your use of call tracking features when using Keypad services.
You acknowledge that the Keypad service is not intended to be used for storage. While voicemails, faxes, recorded conversations, settings, configurations, and other files and data stored and/or contained in the Keypad service are backed up by Smith.ai to maintain system integrity, Smith.ai is not responsible for nor is to be held liable for the backing up of data and retrieval of backed up data. Any files and data may be lost and Smith.ai will have no liability for such loss.
Keypad services may be linked by you to third-party sites or applications (“Third-Party Services”). We are not responsible for and do not endorse Third-Party Services. You have sole discretion whether to purchase or connect to any Third-Party Services, and your use is governed solely by the terms for those Third-Party Services.
Materials may be made available via the Keypad service by third parties not within our control. We are under no obligation to, and do not, review content transmitted, sent, or received using Keypad services for purposes of determining copyright infringement. However, Smith.ai reserves the right to terminate access to its Keypad services if a user infringes on others’ copyrights, and will, in appropriate circumstances, terminate access to the Keypad services if Smith.ai determines that a user is a repeat infringer. Pursuant to Title 17, Section 512 of the United States Code, all claims of copyright infringement for any material you believe to reside on Keypad services should be provided in writing to Smith.ai by email at email@example.com.
You represent and warrant that (a) you are not located in (and will not use Keypad services in) a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties relating to exports. You also acknowledge that Keypad services may be subject to other U.S. and foreign laws and regulations governing the export of software by physical or electronic means. You agree to comply with all applicable U.S. and foreign laws that apply to Smith.ai as well as end-users end-use, and destination restrictions imposed by U.S. and foreign governments.
To the maximum extent permitted by applicable law, you shall indemnify and hold harmless, individually and collectively, Smith.ai, its affiliates, agents, resellers, and other providers who furnish goods and services to you in connection with Smith.ai, and their officers, directors, managers, employees, and shareholders (the “Indemnified Parties”) from and against any and all liability, claims, losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable attorneys’ fees and dispute resolution expenses) arising from or related to (1) the use of or reliance upon Keypad services or failure or outage of Keypad services for any reason, including but not limited to those by you or any third party acting upon your permission, knowledge, authority, or direction, (2) a breach of these terms by you, (3) any negligent acts, omissions to act or willful misconduct by you or any third party acting with your permission, knowledge, authority, or direction, (4) the inability to use Keypad services or failure or outage of Keypad services for any reason, including but not limited to those related to calling “911” or other emergency responders, (5) the use of Keypad services in connection with a violation of any applicable law, code, regulation, or ordinance, and/or (6) the misappropriation, breach, violation, or infringement of any right, title, or interest of any third party, including but not limited to, contractual rights, intellectual property rights (including patent, trademark, copyright, and trade secret rights), rights of privacy, and rights of publicity and personality.
Smith.ai shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, fiber cuts, actions or inactions of third party providers or suppliers, riots, sabotage, war, government requirements, or other events that are beyond Smith.ai’s reasonable control.
The services provided hereunder are provided “as is” and “as available” and Smith.ai makes no warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose and any similar warranty, whether said warranty arises under provisions of any law of the united states or any state thereof or any country. Smith.ai makes no representations or warranties that the services are free of rightful claims of any third party for infringement or misappropriation of intellectual property or other proprietary rights (including patent and trade secret rights). The entire risk associated with the use of Keypad services shall be borne solely by you. Smith.ai makes no warranty on up-time, response times, latency, mean-time between failures, quality of service, and/or quality of voice or SMS communications. Smith.ai expressly disclaims any warranty that Keypad services are appropriate for high-risk or other activities where failure of the service could result in serious harm to persons or property. Smith.ai makes no warranty that the Keypad services will meet your requirements, or that these services will be uninterrupted, timely, secure, error free, or that any defects in these services will be corrected. Smith.ai is not responsible for messages or information lost or misdirected due to interruptions or fluctuations in the Keypad services or the internet in general. Smith.ai is not responsible for the content or functionality of any third party network used in connection with the Keypad services. Smith.ai does not warrant the accuracy or reliability of the results obtained through use of the Keypad services or any data or information downloaded or otherwise obtained or acquired through the use of these services. You acknowledge that any data or information downloaded or otherwise obtained or acquired through the use of the Keypad services are at your sole risk and discretion and Smith.ai will not be liable or responsible for any damage to you or your property. No advice or information, whether oral or written, obtained by you from Smith.ai, its employees, resellers, partners, or affiliates or through or from the Keypad services shall create any warranty not expressly stated in these terms. Although every effort is made to ensure that voicemails and SMS transmissions are secure, Smith.ai makes no guarantees of security. Some jurisdictions do not permit the disclaimer of certain implied warranties, so certain of the foregoing disclaimers may not apply to you. To the extent that Smith.ai cannot disclaim any such warranty as a matter of applicable law, the scope and duration of such warranty will be the minimum permitted under such law.
In no event shall Smith.ai be liable to you or any third party for special, exemplary, indirect, incidental, consequential, or punitive damages of any kind whether arising under contract, warranty, tort (including negligence or strict liability), or any other theory of liability, even if Smith.ai has been informed in advance of such damages or such damages could have been reasonably foreseen by Smith.ai. Smith.ai's total liability for any and all damages, regardless of the form of the action, shall be limited and capped in their entirety to the monthly fees Smith.ai charged you during the one (1) month immediately prior to the date that the events giving rise to the action or claim first occurred. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply in any and all circumstances. Some jurisdictions do not allow certain limitations of liability, so certain of the foregoing limitations may not apply to you.
Notices to you shall be effective on the date sent to your registered email address when sent by email. You are responsible for notifying Smith.ai of any changes in your contact information or address by contacting Smith.ai by email at firstname.lastname@example.org. Written notice to Smith.ai shall be effective when directed to Smith.ai via email at email@example.com. Your notice must specify your full name, address, email, and phone number. All notices from you to Smith.ai must be made in writing.
Smith.ai may assign these terms and any rights and obligations hereunder at any time. You may not transfer or assign these terms or any of your rights or obligations hereunder. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, these terms shall be binding on and inure to the benefit of the parties, their successors, permitted assigns, and legal representatives.
We may change the terms of these terms from time to time upon delivery of electronic or written notices to you. Smith.ai generally provides written notice of changes to your account, including these terms and any other legal agreements, via email, electronic notice on the Smith.ai website, or in your account, or on your billing statements. You agree to carefully read and review each such email notice, electronic notice, and billing statement from Smith.ai fully regarding any such notices of changes to your account. The modified terms shall replace and supersede all previously agreed to electronic and written terms, as well as any prior versions of these terms. You agree that you are solely responsible for (a) making sure that your registered email account is current and functional, (b) checking your registered email account on a routine basis, (c) checking the Smith.ai website and your account page on a routine basis, and (d) making sure that Smith.ai communications are not blocked or rendered undeliverable by you, your computer, any software installed on your computer, your internet service provider, or for any other reason.
For avoidance of doubt, the provisions of these terms shall survive termination or expiration of these terms for the maximum term allowable by law.