Terms of Service

Draft — last updated [DATE TO SET AT LAUNCH]

These Terms of Service ("Terms") are an agreement between BHIH International LLC ("Avoonta", "we", "us") and the business or agency that creates an Avoonta account ("Customer", "you"). By creating an account, clicking to accept, or using Avoonta, you agree to these Terms. If you accept on behalf of a company, you confirm you have authority to bind it. Avoonta is for business use only; it is not offered to consumers.

1. The service

Avoonta provides AI voice agents that, on your instructions, call your leads (with the lead's consent) shortly after they ask to be contacted, follow up by SMS or WhatsApp, book appointments into your connected calendar, answer your inbound calls as a receptionist, record and transcribe calls, and send results to you by webhook or API (together, the "Service"). We may improve or change features over time; we will not materially reduce the core Service during a paid period without notice.

At launch the Service places calls and messages only to United States (+1) phone numbers.

AI agents can make mistakes, mishear callers, or give incomplete answers. You are responsible for the instructions, scripts, knowledge-base content and offers you give your agents, and for reviewing results before relying on them.

2. Accounts

• You must give accurate information, keep it up to date, and keep your login and API keys secret. You are responsible for everything done through your account and keys.
• Tell us right away at support@avoonta.com if you suspect unauthorized use.
• You must be at least 18 and able to form a binding contract.
• We may verify your business identity (for example, for phone number registration, 10DLC or WhatsApp sender approval) and may refuse or limit accounts that cannot be verified.

3. Plans, wallet and billing

Plans

Plans, monthly fees, included usage credit and usage rates are shown on our pricing page and in your account at the time of purchase. Monthly plan fees are billed in advance and renew automatically each month until cancelled. Included monthly credit is added to your wallet each billing period. Unused included monthly credit expires at the end of each billing period and does not carry over.

Annual plans

Launch, Agency and White label plans may be purchased on an annual basis ("yearly plan") at a discounted rate equivalent to ten months' price billed upfront for twelve months of service. The yearly price is charged as a single payment in advance and renews automatically each year unless cancelled before the renewal date. Included minutes still reset monthly (not as a yearly pool) on an annual plan. If you upgrade to a higher plan mid-year, the unused portion of your yearly payment is credited toward the new plan. Developer and Enterprise plans are not available on an annual basis; Enterprise customers may negotiate annual contracts separately.

Prepaid wallet

Usage is paid from a prepaid balance in your account (the "wallet"). You add funds by card through our payment processor, Stripe. Some plans require a minimum first deposit. Calls and messages are not placed if your wallet balance is too low. The wallet is a prepayment for Avoonta services only: it is not a bank account, it earns no interest, and it cannot be transferred, sold or exchanged for cash except as stated in Refunds.

Auto-refill

If you turn on auto-refill, you authorize us to charge your saved payment method the refill amount you choose whenever your wallet falls below the threshold you choose, without asking you each time. You can change or turn off auto-refill at any time in your account; changes apply to future charges.

How usage is billed

• Calls: charged per minute at your plan's rate, in 60-second increments (each started minute counts as a full minute), starting when a person answers. Dials that are unanswered, busy, or reach a voicemail system are not charged on standard destinations.
• Messages: charged per SMS segment (or per message for WhatsApp) at your plan's rate. Long messages and some characters use more than one segment.
• Phone numbers: charged monthly per number, in advance, from your wallet. If the wallet cannot cover a renewal, the number may be released and may not be recoverable.
• High-cost areas: some US destinations (such as Alaska and certain rural exchanges) cost more to reach. Calls to them carry a per-minute surcharge, which is shown before each call is placed (in the order response and your dashboard) and in the call's charge. Retries to these numbers may be limited.
• Blocked destinations: we do not call certain very high-cost destinations, premium-rate numbers, or other numbers we block for cost, fraud or legal reasons. Orders to them are rejected and not charged.

Taxes and fees

Prices exclude taxes. You are responsible for sales, use, telecommunications and similar taxes and regulatory fees that apply to your purchases, other than taxes on our income. [CONFIRM: telecom tax / USF treatment]

Price changes

We may change prices with at least 30 days' notice by email or in the app. Changes apply from your next billing period. Usage already paid for is billed at the rate in effect when it was used.

Failed payments and disputes

If a payment fails, we may retry it and pause the Service until it succeeds. If you believe a charge is wrong, tell us within 60 days at support@avoonta.com before disputing it with your card issuer; we will look into it promptly.

4. Your obligations: consent and calling laws

You are the sender of every call and message placed through your account, and you are solely responsible for complying with all laws that apply to them, including:

• the Telephone Consumer Protection Act (TCPA) and FCC rules, including the requirement of prior express written consent for calls using an artificial or prerecorded voice (which includes AI-generated voices) and for marketing calls and texts;
• state telemarketing and "mini-TCPA" laws (for example in Florida, Oklahoma, Washington, Maryland and others), which may set stricter consent, calling-hour, frequency and registration rules;
• the Telemarketing Sales Rule, the National Do Not Call Registry, state do-not-call lists and your own internal do-not-call list;
• calling-hour limits (Avoonta enforces a window of 8am to 8pm in the recipient's local time, but stricter state limits are your responsibility);
• carrier and industry rules for business messaging (including 10DLC registration and CTIA guidelines) and WhatsApp/Meta business policies; and
• honest use of AI: laws on AI disclosure, impersonation and deceptive practices.

Your consent warranty

For every lead you send to Avoonta, whether through the API, a trigger URL, a form, an integration or manual entry, you represent and warrant that:

1. the person gave you consent that meets every applicable legal requirement (including prior express written consent where required) to be called and texted by you at that number, including by an AI assistant using an artificial voice;
2. the consent information you send us (that consent was given, when, and where) is true and accurate, and you will keep your own records of the consent and give them to us on request;
3. the person has not revoked consent and the number is not on a do-not-call list that applies to you; and
4. the number belongs to the person who consented (you will remove reassigned numbers).

Orders sent without required consent information are rejected. Our checks (consent fields, calling hours, suppression list) are safeguards, not a guarantee of your compliance, and do not shift your responsibility to us.

Opt-outs

Every request to stop calls or messages (for example, "stop calling" during a call, or STOP by text) is honored by Avoonta's suppression list. You may not attempt to override, re-import or work around a suppressed number, and you must also honor opt-outs you receive through other channels.

5. Mandatory AI disclosure

Every call handled by Avoonta, inbound and outbound, opens with a spoken statement that the agent is an AI assistant acting on behalf of the named business. This disclosure is always on and cannot be removed or disabled by any setting, API field, prompt or script, including on white-label accounts. You may not instruct an agent to claim to be a human, to deny being an AI when asked, or to impersonate a real person or another business.

6. Call recording

Avoonta can record and transcribe calls. Some states (for example California, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania and Washington) require the consent of all parties to a call before it is recorded. [CONFIRM CURRENT LIST] You are responsible for giving any recording notice and obtaining any recording consent the law requires. The default agent greeting includes a recording notice; if you change it, you remain responsible. [CONFIRM: whether a recording notice is locked like the AI disclosure] You may turn recording off where available.

7. Acceptable use

You may not use the Service, or let anyone else use it, to:

• call or text anyone without the consent the law requires, or send spam, bulk unsolicited messages or "cold" calls to purchased, rented, scraped or shared lead lists;
• place robocalls or artificial-voice calls without prior express consent;
• harass, threaten, abuse, defraud or mislead anyone, or call repeatedly in a way that is abusive;
• contact emergency services (911 or similar), hospitals' emergency lines, or any number in a way that could tie up emergency or public-safety lines. Avoonta is not a replacement for emergency calling and cannot reach 911.
• make political campaign calls or texts, or collect debts, unless we have approved it in writing and you comply with all laws that apply [CONFIRM: prohibited outright, or allowed with approval];
• offer or promote illegal products or services, or content in high-risk categories that carriers prohibit (for example, certain lending, cannabis, gambling or "get rich quick" offers) [CONFIRM LIST];
• spoof caller ID, rotate numbers to avoid spam labels ("snowshoeing"), or otherwise hide who is calling;
• impersonate a person, business or government body, or tell an agent to deny being an AI;
• call or text people you know to be under 18;
• collect sensitive information (such as full card numbers, Social Security numbers or health information) through an agent unless you have a lawful basis and have agreed separate terms with us [CONFIRM: HIPAA / BAA position];
• break, probe or overload the Service, bypass usage limits or security, or reverse engineer it except as the law allows; or
• resell the Service other than as permitted in section 8.

We may investigate complaints and may share information with carriers and authorities to stop abuse.

8. Agencies, white-label and resellers

If you are on an agency plan, you may create sub-accounts for your own clients, present the Service under your own brand and domain, and set your own prices. In that case:

• Your clients are your customers, not ours. You are responsible for your clients and their use of the Service, including their consent practices, and for making sure they accept terms at least as protective of Avoonta as these Terms (including sections 4 to 7).
• Your pricing is yours. You set and collect your own prices. You are responsible for sales tax, telecommunications taxes and regulatory fees on your charges to your clients, and for refunds and disputes with them.
• You provide first-line support to your clients. We support you, not your clients, unless we agree otherwise.
• You pay us at your agency rates for all usage in your sub-accounts, whether or not your clients pay you.
• If you use Stripe Connect to bill your clients, Stripe's terms apply to that relationship and you are the merchant of record for your charges.
• White-labelling never removes the AI disclosure. The disclosure names your client's business.
• You may not make promises about the Service on our behalf beyond these Terms.
• If your account ends, your sub-accounts end too; you are responsible for notifying your clients.

9. API terms

• We grant you a limited, non-exclusive, non-transferable license to use our API and documentation to integrate the Service with your systems during your subscription.
• Keep API keys and webhook signing secrets confidential. Rotate them if they may have been exposed. You are responsible for all calls made with your keys.
• You must send accurate consent information with every order (see section 4). Orders without it are rejected.
• We may apply rate limits and may change the API. We will give reasonable notice (at least 30 days where practical) before removing or making breaking changes to a stable API version, except where needed for security or legal reasons.
• You are responsible for your webhook endpoints, including verifying our signatures and securing the data you receive.

10. Your data and privacy

You own the data you send to the Service and the call recordings, transcripts and results it produces for you ("Customer Data"). You give us permission to process Customer Data to provide, secure and support the Service and as described in our Privacy Policy. For Customer Data we act as your processor/service provider under our data processing terms [DPA LINK]. We may use aggregated, de-identified data about use of the Service to operate and improve it.

You may export or delete Customer Data while your account is active. We may keep consent records and suppression-list entries after deletion where needed to prove compliance or honor opt-outs.

11. Suspension

We may suspend all or part of the Service, including specific numbers, agents or API keys, immediately and without prior notice if we reasonably believe that:

• you are breaking sections 4 to 7 (consent, disclosure, recording or acceptable use), or the law;
• a carrier, regulator, messaging platform or court requires it, or your numbers are being reported or blocked for spam;
• your account presents a security, fraud or credit risk; or
• your payment has failed or your wallet is empty.

We will tell you why when we can and restore the Service once the issue is fixed. Fees continue during a suspension caused by you.

12. Refunds

• Monthly plan fees are non-refundable once a billing period has started, except where the law requires otherwise.
• Yearly plan fees: you may request a full refund within 14 days of your initial yearly purchase or yearly renewal. After 14 days, yearly plan fees are non-refundable, but your plan continues to run until the end of the paid year. Mid-year upgrades receive a credit for the unused portion of the yearly fee.
• Usage already consumed (minutes, messages, numbers) is non-refundable.
• Unused wallet funds you added yourself may be refunded to the original payment method on request when you close your account, less any amounts owed [POLICY TO SET: any minimum balance or processing fee].
• Included monthly plan credit and promotional credit have no cash value and are never refunded.
• Wallet funds may be forfeited if your account is terminated for breach of sections 4 to 7, to the extent the law allows.
• If we charge you in error, we will credit or refund the amount.

13. Cancellation and termination

• You can cancel your plan at any time in your account. For monthly plans, cancellation takes effect at the end of the current billing period; you keep access until then. For yearly plans, cancellation stops automatic renewal at the end of the paid year; you keep access for the full year already paid. Yearly plan fees paid within the last 14 days are eligible for a full refund (see Refunds above); after 14 days, no refund is issued but access continues to end of year.
• We may terminate these Terms on 30 days' notice for any reason, or immediately if you materially breach them (including sections 4 to 7) or we must do so by law. If we terminate without cause, we will refund prepaid plan fees for the unused period and unused self-funded wallet balance.
• On termination your phone numbers are released, and we delete Customer Data within [NUMBER] days, except as described in our Privacy Policy. Export anything you need before then. Number porting out is available on request before release, where possible.
• Sections that by their nature should survive (including payment obligations, consent warranties, disclaimers, limitation of liability, indemnity and governing law) survive termination.

14. Intellectual property

We own the Service, our software, agent templates, voices, documentation and brand, and all improvements to them. These Terms do not transfer any of our rights to you, except the limited right to use the Service while you are subscribed. If you send us feedback, we may use it freely without obligation to you. You keep all rights in your Customer Data and your own brand.

15. Third-party services

The Service relies on telephone carriers and messaging networks and lets you connect third-party services such as calendars and CRMs. Carriers and networks are not liable for delayed or undelivered calls or messages, and we do not control them. Your use of a third-party service is governed by its own terms, and we are not responsible for it.

16. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT ALLOWED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT EVERY CALL OR MESSAGE WILL CONNECT OR BE DELIVERED, THAT AI OUTPUTS WILL BE ACCURATE, THAT ANY LEAD WILL BE QUALIFIED OR BOOKED, OR THAT USE OF THE SERVICE WILL MAKE YOU COMPLIANT WITH ANY LAW. WE DO NOT GIVE LEGAL ADVICE.

17. Limitation of liability

TO THE FULLEST EXTENT ALLOWED BY LAW: (A) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, LEADS, GOODWILL OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM [CONFIRM CAP].

These limits do not apply to your payment obligations, your obligations under Indemnity, or your breach of sections 4 to 7, or to liability that cannot be limited by law.

18. Indemnity

You will defend, indemnify and hold harmless Avoonta, BHIH International LLC and their members, officers, employees and providers against all claims, demands, fines, penalties, damages, settlements, costs and expenses (including reasonable attorneys' fees) arising from or related to: (a) any call or message placed through your account (or your sub-accounts), including claims under the TCPA, state telemarketing or mini-TCPA laws, do-not-call rules or call-recording laws; (b) any lack of, or defect in, the consent you warranted; (c) your content, scripts, offers or instructions to agents; (d) your clients' use of the Service, if you are an agency; or (e) your breach of these Terms or the law. We will give you prompt notice of a claim and reasonable cooperation, and you may not settle a claim that imposes obligations on us without our written consent.

19. Governing law and disputes

These Terms are governed by the laws of the State of [STATE], without regard to its conflict-of-laws rules, and by applicable US federal law. Courts located in [COUNTY, STATE] have exclusive jurisdiction, and both parties consent to that venue. [LAWYER TO DECIDE: arbitration clause and class-action waiver] Before filing a claim, each party will first try to resolve the dispute informally by written notice and at least 30 days of good-faith discussion. Either party may seek urgent injunctive relief in any competent court.

20. Changes to these Terms

We may update these Terms. We will post the new version here with a new "last updated" date and, for material changes, notify you by email or in the app at least 30 days before they take effect, unless a change is required sooner by law or to address abuse. Continuing to use the Service after the effective date means you accept the change. If you do not agree, you may cancel before it takes effect.

21. General

These Terms, together with our Privacy Policy, Texting Terms, data processing terms and any order form, are the entire agreement between us about the Service. If any part is unenforceable, the rest stays in effect. Our failure to enforce a right is not a waiver. You may not assign these Terms without our consent; we may assign them in a merger, acquisition or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control, including carrier outages. Notices to us go to support@avoonta.com; notices to you go to your account email. The parties are independent contractors.

22. Contact

BHIH International LLC (Avoonta)
[REGISTERED ADDRESS]
Email: support@avoonta.com