Terms of Service

1. Introduction & Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Voctiv Inc, a company incorporated in the United States ("Voctiv", "we", "us", or "our").

By accessing or using the Voctiv Assistant MCP service, creating an account, or generating an API key, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Acceptable Use Policy, and all applicable laws and regulations.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.

2. Definitions

• "Service" means the Voctiv Assistant MCP platform, including the MCP server endpoint, APIs, AI voice agents, and all related tools, features, and documentation.
• "MCP" means Model Context Protocol, an open standard for connecting AI assistants to external tools and data sources.
• "User" means any individual or entity that accesses or uses the Service.
• "API Key" means the unique authentication credential issued to a User for accessing the Service.
• "Agent" means an AI-powered voice agent configured within the Service to conduct telephone conversations.
• "Call" means any telephone call initiated through the Service, including the connection, conversation, and any associated recordings or transcriptions.
• "Called Party" means the individual or entity receiving a Call initiated through the Service.
• "Call Data" means all data generated during or related to a Call, including phone numbers, recordings, transcriptions, metadata, duration, and status information.
• "Content" means any prompts, scripts, instructions, or other materials provided by the User to configure Agents or Calls.
• "Platform" means the underlying Voctiv technology infrastructure, including but not limited to voice processing, speech recognition, text-to-speech, and language model services.
• "PAYG" means Pay-As-You-Go, the usage-based pricing model for the Service.

3. Description of Service

Voctiv Assistant MCP is an AI voice telephony platform that enables developers and businesses to initiate outbound AI-powered telephone calls through the Model Context Protocol (MCP). The Service provides:

• Outbound AI voice calls via MCP tools integrated with AI assistants (Claude Code, Cursor, and other MCP-compatible clients)
• AI agent management - creation, configuration, and deployment of voice agents
• Call transcription and recording
• Call history and analytics
• Multi-language support

The Service acts as a technology platform that connects User instructions to telecommunications infrastructure. Voctiv provides the technology; the User determines the purpose, content, and recipients of all Calls.

4. Account & API Keys

4.1 Eligibility

You must be at least 18 years of age and capable of forming a binding contract to use the Service. The Service is intended for business and professional use. By creating an account, you represent that you meet these requirements.

4.2 Registration

To access the Service, you must create an account and obtain an API Key. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

4.3 API Key Security

You are solely responsible for maintaining the confidentiality of your API Key. You must not share, publish, or expose your API Key to unauthorized parties. All activity conducted using your API Key is your responsibility. You must notify Voctiv immediately at legal@voctiv.com if you believe your API Key has been compromised.

4.4 Account Responsibility

You are responsible for all activity that occurs under your account, whether or not authorized by you. Voctiv is not liable for any loss or damage arising from unauthorized use of your account or API Key.

5. Service Plans & Pricing

5.1 Pay-As-You-Go (PAYG)

The Service is currently offered on a Pay-As-You-Go basis at $0.10 per minute of call time. Usage is calculated per minute, rounded up to the nearest minute for each Call.

5.2 Additional Tiers

Additional subscription tiers with bundled minutes and features are in development and will be announced on our website. These Terms will be updated to reflect new pricing tiers when available.

5.3 Price Changes

Voctiv reserves the right to modify pricing with 30 days' prior written notice. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing.

6. Payment Terms

6.1 Billing

Usage charges are calculated based on actual call minutes consumed. Voctiv may implement prepaid balance, post-paid billing, or other payment mechanisms as specified during account setup.

6.2 Payment Methods

Payment must be made using a valid payment method accepted by Voctiv. You authorize Voctiv to charge your payment method for all fees incurred through your use of the Service.

6.3 No Refunds for Completed Calls

Charges for Calls that have been connected and completed are non-refundable, regardless of the outcome or duration of the Call. Failed Calls (where no connection was established) will not be charged.

6.4 Late Payment & Suspension

If your account has an outstanding balance, Voctiv reserves the right to suspend your access to the Service until payment is received. Accounts with balances outstanding for more than 30 days may be terminated.

6.5 Taxes

All fees are exclusive of applicable taxes. You are responsible for all taxes, duties, and governmental fees associated with your use of the Service, excluding taxes based on Voctiv's net income.

7. User Consent Certification & Representations

7.1 Consent Representations

By initiating any Call through the Service, you represent and warrant that for every phone number submitted to the Service:

1. You have obtained prior express written consent from the Called Party for marketing or telemarketing calls, or prior express consent for informational or transactional calls, as required by the Telephone Consumer Protection Act (TCPA), 47 U.S.C. 227, and its implementing regulations;
2. The phone number was obtained through a legitimate opt-in process directly from the end subscriber - such as a web form submission, signed agreement, recorded verbal consent, or other documented consent mechanism - and not through purchased lists, rented lists, scraped data, data brokers without a verified consent chain, social media harvesting, or any deceptive or unlawful means;
3. You have verified that the number is not listed on the National Do Not Call Registry maintained by the Federal Trade Commission, nor on any applicable state Do Not Call list, or that an exemption applies;
4. You have a pre-existing business relationship with the Called Party that has not expired, OR you have obtained the Called Party's express consent to receive the type of Call being made;
5. You maintain documented proof of consent for each phone number, including the date, time, method, and specific language of consent obtained, and will retain such documentation for a minimum of five (5) years;
6. The consent has not been revoked by the Called Party, and you maintain a process for honoring revocation requests promptly.

7.2 No Verification by Voctiv

You acknowledge and agree that Voctiv does not verify whether you have obtained proper consent for any Call. Voctiv relies entirely on your representations under this Section 7. The absence of verification by Voctiv does not relieve you of your obligation to obtain and maintain proper consent.

7.3 Sole and Exclusive Liability

You accept sole and exclusive liability for any and all Calls made through your account without proper consent. This includes, without limitation, liability for any fines, penalties, damages, judgments, settlements, legal fees, and costs arising from claims by Called Parties, regulatory agencies, or any other third party.

7.4 Audit and Production of Records

You agree to produce consent records for any Call within five (5) business days upon request by Voctiv or any regulatory authority. Failure to produce adequate consent records upon request shall constitute a material breach of these Terms and may result in immediate termination of your account.

7.5 Certification at Time of Call

Each API request to initiate a Call constitutes a renewed certification by you that the representations in Section 7.1 are true and accurate for the phone number(s) included in that request.

8. Fraud & Spam Risk Allocation

8.1 TCPA Liability

You acknowledge that violations of the Telephone Consumer Protection Act (TCPA) may result in statutory damages of $500 per violation (per call), which may be trebled to $1,500 per violation for willful or knowing violations. You bear all such liability for Calls made through your account.

8.2 FTC Telemarketing Sales Rule (TSR)

You are solely responsible for compliance with the Federal Trade Commission's Telemarketing Sales Rule (16 CFR Part 310). Violations may result in civil penalties of up to $50,120 per violation. Voctiv bears no liability for your violations of the TSR.

8.3 Truth in Caller ID Act

You must not transmit misleading or inaccurate caller ID information with the intent to defraud, cause harm, or wrongfully obtain anything of value, in violation of 47 U.S.C. 227(e). Violations may result in penalties of up to $10,000 per violation and criminal prosecution. You bear all such liability.

8.4 TRACED Act

You acknowledge that the Pallone-Thune Telephone Robocall Abuse Criminal Enforcement and Deterrence Act (TRACED Act, 2019) grants enhanced enforcement powers to the FCC, including extended statutes of limitations and increased penalties for illegal robocalls. Voctiv may cooperate fully with any FCC investigation related to Calls made through your account.

8.5 STIR/SHAKEN Compliance

Calls made through the Service may be subject to STIR/SHAKEN caller ID authentication protocols. You acknowledge that Calls may be flagged, labeled as "Spam Likely" or similar designations, or blocked entirely by receiving carriers if your calling patterns or caller ID information trigger fraud detection systems. Voctiv bears no liability for any carrier-imposed call blocking, labeling, or filtering.

8.6 State Telemarketing Laws

You are solely responsible for compliance with all state-level telemarketing, consumer protection, and telecommunications laws applicable to the Calls you make. These include, but are not limited to, laws in Florida (which requires written consent for all commercial sales calls), California, New York, Texas, and other states that impose requirements stricter than federal law. Ignorance of state-specific requirements is not a defense.

8.7 State Attorney General Actions

You acknowledge that state Attorneys General have authority to bring enforcement actions for violations of telemarketing and consumer protection laws. You indemnify and hold harmless Voctiv against any state AG enforcement action, investigation, subpoena, or proceeding arising from or related to Calls made through your account.

8.8 Wire Fraud

Use of the Service for fraudulent purposes, including but not limited to financial scams, impersonation, phishing, or vishing, may constitute federal wire fraud under 18 U.S.C. 1343, punishable by up to 20 years of imprisonment and substantial fines. Voctiv will cooperate fully with law enforcement authorities investigating suspected fraud.

8.9 Carrier Blocking & Reputation

You acknowledge that improper calling patterns - including high call volume, short call duration, high complaint rates, or targeting of specific area codes - may result in: (a) telephone numbers associated with the Service being blocked by carriers; (b) "Spam Likely" or similar labels being applied to calls; (c) degraded call completion rates. Voctiv bears no liability for any such carrier-imposed restrictions, even if they affect your legitimate calls.

8.10 Civil Liability from Called Parties

Called Parties may bring private lawsuits against you under the TCPA, state consumer protection laws (Unfair and Deceptive Acts and Practices - UDAP), or common law theories including invasion of privacy and nuisance. You bear all such liability and indemnify Voctiv against any claims, damages, or costs arising from such lawsuits.

8.11 Class Action Exposure

You acknowledge that TCPA violations commonly result in class action lawsuits with potential damages ranging from hundreds of thousands to tens of millions of dollars. You expressly indemnify and hold harmless Voctiv against any class action, mass action, or consolidated proceeding arising from or related to Calls made through your account, including all damages, settlements, judgments, attorney fees, and costs.

8.12 Regulatory Fines & Costs

You agree to reimburse Voctiv in full for any fines, penalties, legal fees, settlement payments, or other costs that Voctiv incurs as a direct or indirect result of your non-compliant calling activity, within 30 days of written demand.

8.13 Account Suspension

Voctiv reserves the right to immediately suspend your account, without prior notice, upon: (a) receiving any spam or fraud complaint related to your Calls; (b) receiving a subpoena, civil investigative demand, or regulatory inquiry; (c) detecting calling patterns consistent with spam, fraud, or robocalling; (d) receiving a traceback request from the Industry Traceback Group or any carrier. Suspension under this section does not relieve you of your payment obligations or liability.

9. Acceptable Use

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. The Acceptable Use Policy contains detailed requirements for telemarketing compliance, consent documentation, prohibited uses, and content restrictions.

Violation of the Acceptable Use Policy constitutes a material breach of these Terms and may result in immediate suspension or termination of your account.

10. Intellectual Property

10.1 Voctiv Property

The Service, including all software, algorithms, models, documentation, trademarks, and other intellectual property, is owned by Voctiv or its licensors. Nothing in these Terms grants you any right, title, or interest in the Service except the limited right to use the Service as permitted herein.

10.2 User Content

You retain all rights in the Content you provide to the Service (prompts, scripts, agent configurations). You grant Voctiv a limited, non-exclusive license to use your Content solely for the purpose of providing the Service to you.

10.3 Call Data Ownership

Call recordings and transcriptions generated through the Service are owned by you. However, you grant Voctiv a limited license to use de-identified and aggregated Call Data for the purpose of improving the Service, as described in our Privacy Policy.

10.4 AI-Generated Content

Content generated by AI Agents during Calls (spoken words, responses, decisions) is generated based on your instructions and prompts. You are responsible for the content of all AI-generated communications made through your account.

10.5 Feedback

Any feedback, suggestions, or ideas you provide to Voctiv regarding the Service may be used by Voctiv without any obligation to you.

11. Data & Privacy

Your use of the Service is subject to our Privacy Policy, which describes how we collect, use, store, and protect your personal information and Call Data. The Privacy Policy is incorporated into these Terms by reference.

If you require a Data Processing Agreement (DPA) for GDPR compliance or enterprise requirements, please refer to our Data Processing Agreement.

12. Call Recording & Transcription

12.1 Recording

The Service may record Calls for quality assurance, compliance monitoring, dispute resolution, and service improvement purposes. By using the Service, you consent to such recording.

12.2 User Responsibility for Recording Consent

You are solely responsible for complying with all applicable call recording consent laws, including two-party (all-party) consent states such as California, Florida, Illinois, and others. You must obtain the Called Party's consent to recording where required by law.

12.3 De-identification

Voctiv may de-identify and aggregate Call Data for the purpose of improving its AI models and Service quality. De-identified data will not be linked back to you or any Called Party.

12.4 Opt-Out

You may request that Voctiv not use your Call Data for service improvement purposes by contacting us at legal@voctiv.com. Opting out does not affect recordings maintained for compliance or legal purposes.

13. Service Levels

13.1 Uptime Target

Voctiv targets 99.5% uptime for the Service, measured on a monthly basis. Uptime is calculated as total minutes in the month minus downtime minutes, divided by total minutes in the month.

13.2 Exclusions

The uptime target excludes: (a) scheduled maintenance windows (maximum 6 hours per month, with 24 hours' advance notice); (b) force majeure events; (c) issues caused by User's systems or third-party services; (d) carrier or PSTN outages beyond Voctiv's control.

13.3 Service Credits

Service credits for downtime exceeding the target may be available under separate enterprise agreements. Contact legal@voctiv.com for details.

14. Third-Party Services

The Service is built using proprietary Voctiv components together with elements developed by leading technology companies, including but not limited to AWS, Microsoft, Google, OpenAI, ElevenLabs, and others. The Service relies on third-party providers for:

• Telecommunications: Carrier partners for PSTN connectivity and call routing
• AI/ML: Large language model providers (such as OpenAI and others) for conversational AI
• Speech: ASR (automatic speech recognition) and TTS (text-to-speech) providers (such as ElevenLabs, Google, Microsoft, and others)
• Cloud Infrastructure: Cloud providers (such as AWS, Microsoft Azure, Google Cloud, and others) for hosting, storage, and compute
• Payments: Stripe for payment processing

Voctiv may change specific providers within each category as needed to ensure service quality and reliability. Voctiv does not control these third-party services and is not responsible for their availability, accuracy, or compliance. You acknowledge that your use of the Service may be subject to the terms and conditions of these third-party providers.

15. High-Risk Use Disclaimer

The Service is not designed or intended for use in:

• Emergency services (calling 911 or equivalent)
• Life-critical or safety-critical applications
• Medical diagnosis, treatment decisions, or healthcare delivery without human oversight
• Situations where AI failure could result in death, personal injury, or significant property damage
• Applications requiring guaranteed real-time performance or zero-latency communication

You agree not to use the Service for any high-risk purpose. Voctiv disclaims all liability for any harm arising from use of the Service in high-risk applications.

16. Indemnification

You agree to indemnify, defend, and hold harmless Voctiv, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to:

1. Your use of the Service;
2. Calls made through your account, including the content and legality thereof;
3. Your violation of these Terms, the Acceptable Use Policy, or any applicable law;
4. Your failure to obtain or maintain proper consent as required by Section 7;
5. Any TCPA, TSR, Truth in Caller ID Act, TRACED Act, or other regulatory violation arising from your Calls;
6. Any class action, mass action, or consolidated proceeding related to your Calls;
7. Any carrier complaints, traceback requests, or spam/fraud reports related to your Calls;
8. Any law enforcement investigation, subpoena, or proceeding related to your use of the Service;
9. Any regulatory fines, penalties, or enforcement actions related to your Calls;
10. Your Content, including AI agent prompts and scripts;
11. Your infringement or misappropriation of any third party's rights.

17. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

VOCTIV DOES NOT WARRANT THAT: (a) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE; (c) ALL CALLS WILL BE SUCCESSFULLY CONNECTED OR COMPLETED; (d) AI AGENT RESPONSES WILL BE ACCURATE, APPROPRIATE, OR FREE FROM ERRORS; (e) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS.

YOU ACKNOWLEDGE THAT AI-GENERATED VOICE COMMUNICATIONS MAY CONTAIN ERRORS, HALLUCINATIONS, OR INAPPROPRIATE RESPONSES, AND YOU ASSUME ALL RISKS ASSOCIATED WITH SUCH COMMUNICATIONS.

18. Limitation of Liability

18.1 Cap on Voctiv's Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VOCTIV'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO VOCTIV IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18.2 Exclusion of Damages

IN NO EVENT SHALL VOCTIV BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY.

18.3 User's Unlimited Liability

18.4 Essential Purpose

The limitations in this section shall apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you to the extent prohibited by applicable law.

19. Termination

19.1 Termination by User

You may terminate your account at any time by contacting Voctiv at legal@voctiv.com. You remain responsible for all charges incurred prior to termination.

19.2 Termination by Voctiv

Voctiv may terminate or suspend your account: (a) with 30 days' written notice for any reason; (b) immediately without notice for violation of these Terms, the Acceptable Use Policy, or applicable law; (c) immediately upon receiving fraud, spam, or regulatory complaints as described in Section 8.13.

19.3 Effect of Termination

Upon termination: (a) your right to use the Service ceases immediately; (b) your API Key is revoked; (c) Voctiv will retain Call Data for the periods specified in the Privacy Policy; (d) you remain liable for all charges incurred and all obligations under Sections 7, 8, 16, 17, 18, and 20.

19.4 Survival

Sections 7 (Consent Certification), 8 (Risk Allocation), 10 (Intellectual Property), 16 (Indemnification), 17 (Disclaimer), 18 (Limitation of Liability), 20 (Governing Law), and this Section 19.4 survive termination of these Terms.

20. Governing Law & Disputes

20.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

20.2 Mandatory Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, or at a mutually agreed location. The arbitrator's decision shall be final and binding.

20.3 Class Action Waiver

YOU AND VOCTIV AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

20.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

21. Export Control

You agree to comply with all applicable export control laws and regulations of the United States and other applicable jurisdictions. You shall not use, export, or re-export the Service in violation of such laws, including to any country or person subject to U.S. economic sanctions.

22. Modifications

Voctiv may modify these Terms at any time. For material changes, we will provide at least 30 days' prior notice via email or through the Service. Your continued use of the Service after the effective date of any modification constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service and terminate your account.

23. Miscellaneous

23.1 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, and any applicable DPA, constitute the entire agreement between you and Voctiv regarding the Service.

23.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

23.3 Waiver

Failure by Voctiv to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

23.4 Assignment

You may not assign or transfer these Terms without Voctiv's prior written consent. Voctiv may assign these Terms in connection with a merger, acquisition, or sale of assets.

23.5 Force Majeure

Voctiv shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, carrier outages, internet disruptions, or cyberattacks.

23.6 Notices

Notices to Voctiv must be sent to legal@voctiv.com. Notices to you will be sent to the email address associated with your account.

24. Contact Information

If you have questions about these Terms, please contact us:

Voctiv Inc
Email: legal@voctiv.com