Terms Overview
These Terms of Service (“Terms”) constitute a binding legal agreement between Dov Automation, LLC (“Torus”) and the individual or entity accessing or using the Torus platform services (“Subscriber”). These Terms govern Subscriber’s use of Torus’ platform services, including all programs, features, account portals, and technical support (“Services”). By accessing or using the Services, whether on a paid or unpaid basis, Subscriber agrees to comply fully with these Terms.

Subscription
‍Torus grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable, and non-assignable right to access to the Torus platform site (“Site”) including software, features, account portals, technical support, and other related services designed for business purposes. The Services are made available to you solely for lawful purposes in accordance with these Terms.
This right is contingent upon Subscriber’s compliance with the content usage restrictions, preservation of copyright notices, and adherence to any accompanying terms, conditions, and notices (“Site Content”).
To access the Services, you must register for an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and restricting unauthorized access.
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Software and Materials
The Site and its content are protected by copyright and other intellectual property laws. Subscriber agrees not to:
(a) copy, republish, transmit, or create derivative works, modifications, or adaptations of the Services;
(b) decompile, reverse engineer, or disassemble the Services;
(c) distribute or disclose the Services to third parties except as expressly permitted under these Terms;
(d) use automated tools, such as robots or spiders, or manual processes to monitor, copy, or reproduce the Services;
(e) rent, sublicense, transfer, or assign the Services to any third party;
(f) interfere with, burden, or disrupt the functionality of the Services; or
(g) use the Services for any purpose other than as expressly authorized by these Terms.
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Prohibited and Restricted Businesses Refer to Stripe documentationhttps://stripe.com/legal/restricted-businesses
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Changes to Services
Torus reserves the right to make improvements, modifications, or changes to the Services at any time without notice. If changes adversely affect Subscriber’s rights, Torus will provide prior notice when feasible.

Subscriber Representations and Warranties
Subscriber represents and warrants that:
• It is duly organized, validly existing, and in good standing under applicable laws.
• It has full authority to enter into and perform under these Terms.
• It will comply with all applicable laws and regulations in connection with its use of the Services.
• Its handling of Subscriber Data (as defined below) complies with applicable laws, including data protection and privacy regulations.
• Subscriber Data does not infringe on third-party intellectual property rights, contain offensive material, or introduce harmful components such as viruses or malware.
• It has the legal right to provide Subscriber Data for use in accordance with these Terms.
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Disclaimers
Torus does not guarantee the accuracy, currency, or completeness of information on the Site. The Site may contain technical inaccuracies or errors, and Torus disclaims liability for decisions based on such information. Links to third-party services or references on the Site do not constitute endorsements, and Torus is not responsible for the quality, accuracy, or delivery of third-party products or services.
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Ownership
Torus retains all rights, title, and interest in and to the Services, the Site’s content, and any related documentation (“Documentation”). These Terms grant Subscriber only a limited right to access and use the Services, not ownership. All intellectual property rights, including patents, trademarks, copyrights, and trade secrets, remain with Torus. Subscriber shall not remove or alter proprietary markings on the Services or Documentation.
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Subscriber Data
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1. Ownership: Subscriber retains all rights, title, and interest in data submitted or transmitted through the Services (“Subscriber Data”).
2. License: Subscriber grants Torus a non-exclusive, royalty-free license to use, copy, and process Subscriber Data solely to fulfill its obligations under these Terms. Torus agrees to use Subscriber Data in aggregate and anonymized form only and not for training third-party AI models.
3. Usage Data: Torus may collect and use aggregated and anonymized data derived from Subscriber’s use of the Services (“Usage Data”), excluding personally identifiable information. Torus retains ownership of such Usage Data.
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Confidentiality
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1. Definition: Confidential Information includes any proprietary information disclosed in connection with these Terms that a reasonable person would understand to be confidential.
2. Obligations: The receiving party must protect Confidential Information, disclose it only as necessary, and use it solely for fulfilling obligations under these Terms.
3. Remedies: Upon termination or request, the receiving party must return or destroy Confidential Information. Unauthorized disclosure may result in irreparable harm, allowing the disclosing party to seek injunctive relief.
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Indemnification
‍Subscriber agrees to indemnify, defend, and hold harmless Torus, its affiliates, officers, employees, and contractors (the “Indemnified Parties”) from any claims, damages, liabilities, or expenses, including attorney’s fees, arising from:
(a) Subscriber’s breach of representations, warranties, or obligations under these Terms;
(b) infringement or misappropriation of intellectual property rights by Subscriber; or
(c) Subscriber’s negligence or misconduct.
These Terms constitute the entire agreement between the parties and supersede any prior agreements related to the Services.
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Limited Liability
‍In no event shall Torus and Subscriber, its affiliates, officers, employees, agents, or representatives be liable to the subscriber for any incidental, indirect, consequential, special, exemplary, or punitive damages of any kind (including, but not limited to, lost revenues, profits, business opportunities, goodwill, or data), whether arising in contract, tort, strict liability, or otherwise, and whether foreseeable or unforeseeable, arising out of or in connection with these terms or the use or inability to use the services, regardless of whether Torus and Subscriber was advised of, had reason to know of, or actually knew of the possibility of such damages. This limitation shall apply even if any remedy set forth herein is found to have failed its essential purpose.
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Torus and Subscribers’s aggregate liability to the subscriber for any and all claims arising under this agreement shall be strictly limited to the total amount actually paid by the subscriber to Torus during the ninety (90) days immediately preceding the date of the incident giving rise to such claim. The subscriber expressly agrees that no claim, suit, or action arising out of or related to these terms may be brought more than 90 days after the cause of action accrues.
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The subscriber further acknowledges that these limitations of liability are a fundamental basis of the agreement and are integral to Torus’s willingness to provide the services under these terms.

No Warranty Disclaimer
‍Except for the limited warranty provided by Torus that the Services will not knowingly infringe on any third-party rights and are free from harmful code, Torus makes no representations or warranties of any kind, and the Subscriber expressly acknowledges that it has not relied on any representation or warranty, whether express or implied, regarding the Services or any associated output data. Without limiting the foregoing, the Subscriber understands and agrees that the Services are provided on an “as-is” and “as-available” basis, with all faults, defects, and errors, and without any warranty of any kind, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, or those arising from custom, course of dealing, usage of trade, or statutory law. Torus expressly disclaims any obligation to correct errors, provide updates, or ensure uninterrupted operation of the Services. The Subscriber assumes all risks associated with the use of the Services and agrees that any reliance on the Services or output data is at the Subscriber’s sole and exclusive risk.
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Compliance with Laws
The Subscriber agrees to use the Services in strict compliance with all applicable laws, regulations, and ordinances. This includes, but is not limited to, compliance with the Telephone Consumer Protection Act of 1991 (“TCPA”), privacy laws, data protection laws, spam regulations, consumer protection statutes, unfair competition laws, false advertising laws, and any other applicable federal, state, or local regulations.
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The Subscriber acknowledges that all calls made using the platform are recorded by default. However, Subscribers have the option to disable call recording if desired. The Subscriber agrees to comply with all state and federal call recording and wiretapping laws.
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The Subscriber bears full responsibility for ensuring compliance with all applicable legal requirements, including but not limited to obtaining proper consent, maintaining compliance documentation, and adhering to all privacy and data security laws. Any liability arising from the Subscriber’s failure to comply with such laws rests solely with the Subscriber.
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Subscriber’s Responsibility for Use of Voices
The Subscriber acknowledges and agrees that they are solely responsible for obtaining all necessary approvals and legal consent to use any voice, including but not limited to custom voices, celebrity voices, or synthetic voices, on the Torus platform. The Subscriber assumes full legal responsibility for verifying that such use does not violate any copyright, publicity, intellectual property, or privacy rights.
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The Subscriber agrees to indemnify, defend, and hold harmless Torus, its affiliates, officers, employees, and agents from any and all claims, damages, losses, liabilities, costs, or expenses (including reasonable attorney’s fees) arising out of or related to:
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• The Subscriber’s failure to obtain proper consent for voice usage.
• Any allegations of unauthorized or improper use of a custom, celebrity, or synthetic voice.
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Suggested Consent Verbiage for Voice Use
To assist Subscribers, Torus suggests the following verbiage for obtaining consent when using any voice, custom voice, or celebrity voice:
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“I hereby consent to the use of my voice for the purpose of creating or utilizing a [custom/synthetic/celebrity] voice in connection with the services provided by [Subscriber Name/Company Name]. I understand that my voice may be used for [specific purpose, e.g., marketing, training, etc.], and I grant permission for this usage. I confirm that I have no further claims to compensation, rights of publicity, or intellectual property related to this usage, provided it remains consistent with the stated purpose.”
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Important Note: The above verbiage is provided as a general example and may not comply with all applicable laws or requirements for specific jurisdictions or uses.

Torus explicitly disclaims any responsibility or liability for the adequacy, enforceability, or sufficiency of this suggested consent language. Subscribers are solely responsible for tailoring consent language to meet legal requirements and obtaining proper legal advice to ensure compliance with applicable laws.
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Subscriber’s Compliance with Prerecorded Message and Consent Requirements
The Subscriber acknowledges that Torus provides tools for responsible use and agrees that it is solely responsible for using them in compliance with all applicable laws. Torus may monitor usage to ensure compliance but is under no obligation to do so and disclaims liability for content uploaded by Subscribers. Continued use of the Services requires compliance with these Terms and all relevant laws, including obtaining affirmative consent where required.
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Compliance with Telemarketing Laws and Dialing Laws
The Subscriber agrees to adhere to all federal, state, and local laws regulating automated or prerecorded/artificial calls or texts, including the TCPA, Telemarketing Sales Rule, and Do-Not-Call regulations. The Subscriber must provide accurate Caller ID information and legally required disclosures and ensure full compliance with all consent requirements.
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Affirmative Consent Where Required
The Subscriber acknowledges that certain communications require the recipient’s affirmative consent and agrees not to initiate any communication without such consent, unless a valid legal exemption applies. The Subscriber must maintain detailed records of consent or valid exemptions and provide certified copies upon Torus’s request.
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Dispute Resolution
Any dispute arising from these Terms shall be resolved exclusively through binding arbitration under the rules of the American Arbitration Association. Both parties waive the right to participate in class actions or class arbitration. Any arbitration award may be enforced in a court of competent jurisdiction. Each party knowingly, voluntarily, and irrevocably waives the right to a trial by jury in connection with any dispute arising out of these Terms.
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Governing Law
These Terms are governed by the laws of the State of Texas, without regard to its conflicts of laws principles. Any claim or action arising under these Terms must be brought exclusively in the state or federal courts located in Texas. Both parties consent irrevocably to the jurisdiction of these courts and waive any defense of inconvenient forum. A final judgment rendered by any such court may be enforced in other jurisdictions.
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Export Laws and International Privacy
Both parties agree to comply with all applicable U.S. export laws and regulations. The Subscriber agrees not to use the Services to process personal data of individuals in the EU, EEA, UK, Switzerland, or any jurisdiction outside the United States.
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Severability and Survivability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Provisions relating to the disclaimer of warranties, limitation of liability, indemnification, and dispute resolution shall survive termination of these Terms.
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Waiver
No waiver of any provision or right under these Terms shall be effective unless in writing and signed by the waiving party. A waiver of any breach shall not constitute a waiver of any subsequent breaches.
By accessing or using the Services, you acknowledge that you have read, understood, and agree to these Terms. If you do not agree, you must cease using the Services immediately.
1.1PurposeThisAgreement formalizes the relationship between Torus and Agency,whereby Torus appoints Agency as a non-exclusive agent authorized tomarket, promote, and facilitate the sale of the Torus platformservices (the "Services").1.2ScopeAgency'srole is limited to the specific marketing, promotion, and supportactivities outlined in this Agreement, and it does not extend tooperational control or management of the Services. Torus reserves theright to market and sell the Services independently or through otheragents.2.Appointment and Authority2.1AppointmentTorushereby appoints Agency as its authorized agent to market and promotethe Services to prospective Subscribers.2.2Authority Granted to AgencyAgencyis authorized to: Market and promote the Services in accordance with Torus's branding and marketing guidelines. Facilitate Subscriber onboarding, including educating Subscribers about the Services and assisting them with account creation. Provide first-line customer support for Subscribers, addressing common inquiries and escalating unresolved issues to Torus.2.3Limitations on AuthorityAgencyis expressly prohibited from: Entering into legally binding agreements on behalf of Torus. Altering or modifying the Services, terms, or pricing without prior written consent from Torus. Misrepresenting its relationship with Torus or representing itself as the owner or developer of the Services.3.Obligations of Agency3.1Marketing and PromotionAgencyagrees to use commercially reasonable efforts to promote theServices, leveraging strategies that comply with Torus's marketingguidelines and applicable laws. Agency shall not engage in false ormisleading advertising.3.2Compliance with LawsAgencyagrees to comply with all applicable federal, state, and local laws,including but not limited to: • Telemarketing regulations,including the Telephone Consumer Protection Act (TCPA). • Dataprotection and privacy laws. • Anti-spam and consumer protectionlaws.3.4ConfidentialityAgencyagrees to maintain the confidentiality of Torus's proprietary andsensitive information and to use such information solely for thepurposes of performing its obligations under this Agreement.4.Obligations of Torus4.1Training and SupportToruswill provide Agency with initial training and ongoing resources,including technical documentation, and support, to enable Agency tofulfill its role effectively.4.2Second-Line SupportTorusretains responsibility for resolving technical issues that cannot beaddressed by Agency's first-line support.4.3Communication and UpdatesTorusshall notify Agency of any updates to the Services, including changesto features, pricing, or terms of use, with reasonable advance noticewhen feasible.5.PAYMENT TERMS AND BILLING5.1Recurring Service Fees
‍AutomaticBilling Cycle: Agency authorizes Torus to automaticallycharge the designated payment method every twenty eight (28) daysfrom the Service Commencement Date (the "Billing Cycle").The first billing cycle begins on the Service Commencement Date, andsubsequent charges will occur every 28 days thereafter.
‍RecurringAuthorization: By entering into this Agreement, Agencyprovides ongoing authorization for Torus to charge the designatedpayment method for all recurring service fees, usage charges, and anyapplicable taxes or fees. This authorization shall remain in effectuntil terminated in accordance with this Agreement.5.2Usage Bank and Prepaid Balance System
‍UsageBank Establishment: Agency shall establish and maintain aprepaid usage bank (the "Usage Bank") to cover usage-basedcharges including, but not limited to, voice AI minutes, API calls,and other consumption-based services.
‍Customizable Thresholds:Agency may designate:
‍Replenishment Amount: The dollar amount to which the Usage Bank will be replenished
‍Minimum Threshold: The dollar amount that triggers automatic replenishment
‍Maximum Balance: An optional ceiling amount for the Usage Bank
‍AutomaticReplenishment: When the Usage Bank balance falls to or belowthe designated Minimum Threshold, Torus will automatically charge thedesignated payment method for the Replenishment Amount. Agency willreceive email notification of each automatic replenishment withintwenty-four (24) hours.
‍Usage Deduction: Allusage-based charges will be deducted from the Usage Bank inreal-time. Agency may monitor Usage Bank balance through the accountportal or by contacting Torus support.5.3Payment Method and Processing
‍AuthorizedPayment Methods: Agency may designate credit cards, debitcards, or ACH bank transfers as approved by Torus's paymentprocessors.
‍Payment Method Updates: Agency isresponsible for maintaining current, valid payment methodinformation. Torus may automatically update expired card informationthrough card updater services provided by payment processors.
‍FailedPayment Protocol: Torus will attempt to process failed payments up to three (3) times over a ten (10) day period Alternative payment methods on file may be charged automatically Services may be suspended if payment cannot be processed after reasonable retry attempts A service restoration fee may apply upon successful payment5.4Billing Modifications and Customer Control
‍ThresholdModifications: Agency may modify Usage Bank thresholdsthrough the account portal or by written request to Torus support.Changes take effect within two (2) business days.
‍PaymentMethod Changes: Agency may update payment methods throughthe secure account portal or by completing updated paymentauthorization forms.
‍Billing Notifications: Toruswill provide electronic billing statements and payment receipts viaemail. Agency may request paper statements for an additional fee.5.5Fees and Charges
‍Setupand Implementation Fees: One-time fees as specified in theService Agreement, due upon execution.
‍Service Fees:$549 recurring service fee (charged every 28 days). If service fee ispre-paid for a 12 month period, there will be a discount of $549 (onemonth).
‍Per Account Fees: $100 recurring per activeaccount fee plus usage (charged every 28 days). Per account fees willbe billed for every account that is live within the 28 day period.Agency will be billed for the amount of accounts that were live inthe previous 28 day period.
‍Usage Fees: Variablecharges based on actual consumption, deducted from the Usage Bank atapplicable rates.
‍Late Fees and NSF Charges: A latefee of $50 per month may apply to overdue amounts. NSF/returnedpayment fees of $50 may apply to failed transactions.5.6Billing Disputes and Refund Policy
‍DisputePeriod: Agency must notify Torus of billing disputes withinsixty (60) days of the billing date in question.
‍RefundPolicy: All fees are non-refundable except as required byapplicable law or as expressly provided in this Agreement.
‍UsageBank Credits: Unused Usage Bank balances are non-refundablebut may be applied to final usage charges upon account termination.5.7Service Continuity and Suspension
‍ContinuousService: Adequate Usage Bank funding and current paymentmethods are required for uninterrupted service.
‍SuspensionRights: Torus may suspend services immediately upon paymentfailure, insufficient Usage Bank balance, or violation of paymentterms.
‍Restoration: Service restoration requirespayment of all outstanding amounts plus any applicable restorationfees.5.8Taxes and Compliance
‍TaxResponsibility: Agency is responsible for all applicabletaxes, including sales tax, VAT, and any other governmental chargesrelated to the services.
‍Regulatory Compliance: Allpayment processing complies with applicable payment card industrystandards and relevant financial regulations.
‍Currency:All amounts are stated and payable in U.S. Dollars unless otherwisespecified.6.Intellectual Property6.1OwnershipTorusretains all ownership rights in the Services, including but notlimited to trademarks, copyrights, patents, and trade secrets.6.2Limited LicenseTorusgrants Agency a non-exclusive, non-transferable license to use itstrademarks, logos, and promotional materials solely for the purposesof marketing and promoting the Services under this Agreement.6.3RestrictionsAgencymay not copy, distribute, modify, or create derivative works fromTorus's intellectual property without prior written approval.7.Confidentiality7.1Definition of Confidential InformationConfidentialInformation includes all non-public, proprietary, or sensitiveinformation disclosed by one Party to the other, whether orally,electronically, or in writing, in connection with this Agreement.7.2ObligationsBothParties agree to: Protect the other Party's Confidential Information with the same degree of care it uses to protect its own information, but no less than a reasonable standard of care. Use Confidential Information solely for the purposes of this Agreement. Disclose Confidential Information only to those employees, agents, or contractors who have a legitimate need to know and are bound by confidentiality obligations.7.3Survival of ObligationsTheobligations of confidentiality shall survive the termination orexpiration of this Agreement for a period of 3 years.8.Term and Termination8.1TermThisAgreement shall remain in effect for 28 days beginning on theEffective Date, unless terminated earlier in accordance with thisAgreement.
‍Automatic Renewal Clause This Agreementshall remain in effect for a term of 28 days from the Effective Date.Upon the expiration of the initial term, this Agreement shallautomatically renew for 4-week terms unless either party provideswritten notice of its intention not to renew at least 14 days priorto the expiration of the then-current term.8.2Termination for CauseTorusreserves the right to immediately terminate this Agreement andsuspend or discontinue Agency's access to the Services, with orwithout prior notice, upon Torus's determination (in its solediscretion) that Agency has: Fraudulent Activities: Used the Services to engage in, facilitate, or attempt any fraudulent, deceptive, or misleading practices, including but not limited to: Wire fraud, mail fraud, or any form of financial fraud Identity theft or impersonation False or misleading advertising or marketing practices Credit card fraud or payment processing violations Investment fraud, Ponzi schemes, or pyramid schemes
‍Illegal Conduct: Used the Services for any illegal purpose or in violation of any applicable laws, regulations, or industry standards, including but not limited to: Money laundering or terrorist financing Violations of the Telephone Consumer Protection Act (TCPA) Violations of CAN-SPAM Act, GDPR, CCPA, or other privacy laws Securities violations or unlicensed financial services Tax evasion or unreported income schemes Unethical Business Practices: Engaged in conduct that Torus deems unethical, harmful to Torus's reputation, or inconsistent with Torus's values, including but not limited to: Harassment, threats, or abusive communications Discrimination based on protected characteristics Spam, phishing, or unsolicited bulk communications Malware distribution or cyberattacks Violation of intellectual property rights
‍Platform Abuse: Used the Services in a manner that: Violates the terms of service of any third-party platforms Circumvents or attempts to circumvent security measures Interferes with the normal operation of the Services Exceeds reasonable usage parameters or attempts to resell Services
8.3Investigation and Cooperation Suspension Pending Investigation: Torus may immediately suspend Services upon reasonable suspicion of prohibited conduct while conducting an investigation.
‍Law Enforcement Cooperation: Agency acknowledges that Torus may cooperate with law enforcement agencies and may disclose Agency information as required by law or legal process without prior notice to Agency.
‍Agency Cooperation: Upon request, Agency shall provide Torus with reasonable assistance and documentation to investigate suspected violations.8.4Effects of Termination for Cause Immediate Access Termination: Upon termination for cause, Agency's access to the Services shall cease immediately, and Torus may delete or disable Agency's account and data.
‍No Refunds: Agency shall not be entitled to any refund of prepaid fees, setup fees, or usage bank balances. All amounts owed to Torus shall become immediately due and payable.
‍Data Retention/Destruction: Torus may, in its sole discretion, either: Retain Agency data for legal compliance, law enforcement cooperation, or dispute resolution purposes Immediately delete or destroy Agency data without backup or recovery options
‍Payment Obligations Continue: Agency remains liable for all charges incurred through the date of termination, including any usage charges, fees, or penalties.8.5Additional Remedies
‍Legal Action: Termination for cause does not limit Torus's right to pursue legal remedies, including but not limited to monetary damages, injunctive relief, and attorney's fees.
‍Third-Party Claims: Agency shall indemnify Torus against any third-party claims arising from Agency's prohibited conduct.
‍Reputation Protection: Torus reserves the right to publicly disclose the termination and general nature of the violation to protect its reputation and warn other users.
8.6No Liability for Termination
TORUSSHALL NOT BE LIABLE TO AGENCY OR ANY THIRD PARTY FOR ANY DAMAGES,LOSSES, OR COSTS ARISING FROM OR RELATED TO ANY TERMINATION FORCAUSE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESSINTERRUPTION, OR LOSS OF DATA. AGENCY ACKNOWLEDGES THAT TERMINATIONFOR CAUSE IS JUSTIFIED AND WAIVES ANY CLAIMS AGAINST TORUS RELATED TOSUCH TERMINATION.8.7SurvivalThefollowing provisions shall survive any termination of this Agreement:payment obligations, indemnification, limitation of liability,confidentiality, intellectual property rights, governing law, anddispute resolution.8.8ReinstatementTorushas no obligation to reinstate terminated accounts. Any request forreinstatement shall be at Torus's sole discretion and may requireadditional fees, enhanced monitoring, or modified terms.8.9Broad InterpretationThistermination clause shall be interpreted broadly to protect Torus'slegitimate business interests. The examples of prohibited conductlisted herein are not exhaustive, and Torus may terminate for anyconduct that Torus reasonably believes violates the spirit or intentof this Agreement.9.Dispute Resolution9.1ArbitrationAlldisputes arising from or relating to this Agreement shall be resolvedthrough binding arbitration in accordance with the rules of theAmerican Arbitration Association.9.2Governing LawThisAgreement shall be governed by and construed in accordance with thelaws of the State of Texas, without regard to its conflict of lawprinciples.10.IndemnificationAgencyagrees to indemnify, defend, and hold harmless Torus, its affiliates,officers, employees, and contractors (the "Indemnified Parties")from any claims, damages, liabilities, or expenses, includingattorney's fees, arising from:(a) Agency and/or their subscriber'sbreach of representations, warranties, or obligations under theseTerms; (b) infringement or misappropriation of intellectual propertyrights by Agency or their subscriber(s); or (c) Agency and/or theirsubscriber's negligence or misconduct.These Terms constitute theentire agreement between the parties and supersede any prioragreements related to the Services.11.Limited LiabilityInno event shall Torus, its affiliates, officers, employees, agents, orrepresentatives be liable to the Agency or the Agency's subscriber(s)for any incidental, indirect, consequential, special, exemplary, orpunitive damages of any kind (including, but not limited to, lostrevenues, profits, business opportunities, goodwill, or data),whether arising in contract, tort, strict liability, or otherwise,and whether foreseeable or unforeseeable, arising out of or inconnection with these terms or the use or inability to use theservices, regardless of whether Torus was advised of, had reason toknow of, or actually knew of the possibility of such damages. Thislimitation shall apply even if any remedy set forth herein is foundto have failed in its essential purpose.Torus' aggregate liability tothe subscriber for any and all claims arising under this agreementshall be strictly limited to the total amount actually paid by theAgency to Torus during the twelve (12) months immediately precedingthe date of the incident giving rise to such a claim. The Agencyexpressly agrees that no claim, suit, or action arising out of orrelated to these terms may be brought more than one year after thecause of action accrues.The Agency further acknowledges that theselimitations of liability are a fundamental basis of the agreement andare integral to Torus's willingness to provide the services underthese terms.12.No Warranty DisclaimerExceptfor the limited warranty provided by Torus that the Services will notknowingly infringe on any third-party rights and are free fromharmful code, Torus makes no representations or warranties of anykind, and the Agency expressly acknowledges that it has not relied onany representation or warranty, whether express or implied, regardingthe Services or any associated output data. Without limiting theforegoing, the Agency understands and agrees that the Services areprovided on an "as-is" and "as-available" basis,with all faults, defects, and errors, and without any warranty of anykind, including but not limited to warranties of merchantability,fitness for a particular purpose, title, non-infringement, or thosearising from custom, course of dealing, usage of trade, or statutorylaw. Torus expressly disclaims any obligation to correct errors,provide updates, or ensure uninterrupted operation of the Services.The Agency assumes all risks associated with the use of the Servicesand agrees that any reliance on the Services or output data is at theSubscriber's sole and exclusive risk.13.Compliance with LawsTheAgency agrees that they and their subscriber(s) use the Services instrict compliance with all applicable laws, regulations, andordinances. This includes, but is not limited to, compliance with theTelephone Consumer Protection Act of 1991 ("TCPA"), privacylaws, data protection laws, spam regulations, consumer protectionstatutes, unfair competition laws, false advertising laws, and anyother applicable federal, state, or local regulations.The Agencyrepresents they and their subscriber(s) acknowledges that all callsmade using the platform are recorded by default. However, Agencyfully understands their subscriber(s) have the option to disable callrecording if desired. The Agency and their subscriber(s) agree tocomply with all state and federal call recording and wiretappinglaws.The Agency represent that they and their subscriber(s) bearsfull responsibility for ensuring compliance with all applicable legalrequirements, including but not limited to obtaining proper consent,maintaining compliance documentation, and adhering to all privacy anddata security laws. Any liability arising from the Agency and orsubscriber's failure to comply with such laws rests solely with theAgency and subscriber.14.Agency Assurances of Subscriber's Responsibility for Use of VoicesTheAgency and their subscriber(s) acknowledge and agrees that they aresolely responsible for obtaining all necessary approvals and legalconsent to use any voice, including but not limited to custom voices,celebrity voices, or synthetic voices, on the platform. The Agencyand their subscriber(s) assume full legal responsibility forverifying that such use does not violate any copyright, publicity,intellectual property, or privacy rights.The Agency agrees toindemnify, defend, and hold harmless Torus, its affiliates, officers,employees, and agents from any and all claims, damages, losses,liabilities, costs, or expenses (including reasonable attorney'sfees) arising out of or related to:• The Agency or subscriber'sfailure to obtain proper consent for voice usage. • Any allegationsof unauthorized or improper use of a custom, celebrity, or syntheticvoice.15.Subscriber Documentation of Compliance to Agency and TorusTheAgency shall ensure that the subscriber(s) complete and submit alldocuments provided to the Agency by Torus for subscriber to sign inAgency Sales Agreement. They include but are not limited to Terms ofService, Privacy Policy, and Disclaimer. See Attached Exhibits tothis Agency Agreement.16.Miscellaneous16.1Entire AgreementThisAgreement, including all exhibits, constitutes the entireunderstanding between the Parties and supersedes all prioragreements.16.2SeverabilityIfany provision of this Agreement is deemed invalid, the remainingprovisions shall remain in full force and effect.16.3Force MajeureNeitherParty shall be liable for delays or failures caused by circumstancesbeyond its reasonable control, including but not limited to naturaldisasters, cyberattacks, war, or government actions.16.4AssignmentNeitherParty may assign its rights or obligations under this Agreementwithout the prior written consent of the other Party.