These Terms of Service ("Terms") constitute a binding agreement between DoorCall AI, Inc., a Delaware corporation ("DoorCall AI," "we," "us," or "our"), and the business entity or sole proprietor entering into these Terms ("Customer," "you," or "your") governing access to and use of the DoorCall AI platform, including the website located at doorcall.ai, the authenticated application, all application programming interfaces, and all related services (collectively, the "Services").
BY CREATING AN ACCOUNT, CLICKING TO ACCEPT THESE TERMS, OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, AND "CUSTOMER" REFERS TO THAT ENTITY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.
1. Definitions
1.1 "Account" means the credentials and associated workspace through which Customer accesses the Services.
1.2 "AI Output" has the meaning given in the Privacy Policy and includes transcripts, summaries, classifications, and extractions generated by the Services from a Communication.
1.3 "Authorized User" means an individual whom Customer has authorized to access the Services under Customer's Account, including employees, contractors, and agents.
1.4 "Caller" means a natural person whose telephone call or message is handled by the Services on Customer's behalf.
1.5 "Communication" means any inbound or outbound telephone call, voicemail, or SMS message handled through the Services.
1.6 "Customer Content" means all data, configuration, business information, service catalogues, scripts, and other content that Customer or an Authorized User inputs, uploads, or configures within the Services, excluding Caller Data and AI Output.
1.7 "Documentation" means the user guides, help-center articles, and API reference materials made generally available by DoorCall AI describing the operation of the Services.
1.8 "Order" means an online plan selection, order form, or similar instrument, executed or accepted through the Services, specifying the subscription plan, fees, and billing frequency applicable to Customer.
1.9 "Subscription Term" means the period during which Customer's subscription to a plan is in effect, as further described in Section 5.
1.10 "Third-Party Services" means services, integrations, or products provided by a party other than DoorCall AI that interoperate with the Services, including voice infrastructure, telephony carriage, calendar, payment, and messaging providers.
Capitalized terms not defined in these Terms have the meanings given in the Privacy Policy.
2. Eligibility and Account Registration
2.1 Business Use Only. The Services are offered exclusively to businesses and sole proprietors acting in a business capacity and are not offered to consumers. By registering, Customer represents that it is entering into these Terms for purposes related to its trade, business, or profession.
2.2 Eligibility. Customer represents that it has the power and authority to enter into these Terms, that each Authorized User is at least eighteen (18) years of age, and that Customer's use of the Services will not violate any law applicable to Customer.
2.3 Registration Accuracy. Customer will provide accurate, current, and complete information during registration and will promptly update that information to keep it accurate, current, and complete. DoorCall AI is entitled to rely on the accuracy of information provided.
2.4 Account Security. Customer is responsible for maintaining the confidentiality of Account credentials and for all activity occurring under its Account, whether or not authorized, except to the extent such activity results from DoorCall AI's failure to comply with its security obligations under these Terms. Customer will notify DoorCall AI promptly at security@doorcall.ai upon becoming aware of unauthorized access to or use of an Account.
2.5 Authorized Users and Roles. Customer may designate Authorized Users and assign each a role of owner, admin, dispatcher, or viewer, each carrying the permissions described in the Documentation. Customer is responsible for the acts and omissions of its Authorized Users as though they were the acts and omissions of Customer, and for ensuring that each Authorized User complies with these Terms.
3. The Services
3.1 Description. The Services provide an artificial-intelligence receptionist that answers Communications forwarded by Customer, converses with Callers, classifies the nature and urgency of service requests, validates service-area coverage, computes appointment availability, books, reschedules, or cancels appointments where authorized, and delivers notifications and summaries to Customer. The Services further provide a dashboard for the review of calls, leads, and appointments, configuration tools, analytics, and billing administration.
3.2 Provision of Access. Subject to these Terms and timely payment of applicable fees, DoorCall AI grants Customer a non-exclusive, non-transferable right, during the Subscription Term, to access and use the Services for Customer's internal business purposes, in accordance with the Documentation and any usage limitations specified in the applicable Order.
3.3 Changes to the Services. DoorCall AI may modify, update, or discontinue features of the Services from time to time. DoorCall AI will not materially reduce the core functionality of a subscribed plan during a paid Subscription Term without providing Customer at least thirty (30) days' prior notice, except where the reduction is required to comply with law, to address a security vulnerability, or results from the discontinuation of a Third-Party Service on which a feature depends.
3.4 Beta Features. DoorCall AI may make features available on a preview, beta, or early-access basis, identified as such. Beta features are provided "as is," without the warranties in Section 12, may be modified or discontinued at any time without liability, and may be subject to additional terms presented at the time of access.
4. Customer Responsibilities
4.1 Lawful Configuration. Customer is solely responsible for configuring the Services in a manner that complies with all applicable law, including law governing telemarketing, call recording, electronic messaging, and consumer protection, in every jurisdiction in which Customer operates and in which its Callers are located.
4.2 Call Recording. Where Customer enables call recording, Customer represents and warrants that it has determined recording to be lawful in each applicable jurisdiction and has configured a disclosure sufficient to obtain any consent required by applicable law. DoorCall AI provides the technical means to deliver a disclosure and to enable or disable recording; DoorCall AI does not determine, and expressly disclaims responsibility for, the legal sufficiency of Customer's configuration.
4.3 Messaging Consent. Customer is solely responsible for obtaining and maintaining valid consent, where required by law, prior to enabling customer-facing SMS messaging, and for honoring opt-out requests in accordance with the Telephone Consumer Protection Act and equivalent law in each applicable jurisdiction.
4.4 Accuracy of Configuration. Customer is responsible for the accuracy of its service catalogue, service-area configuration, business hours, pricing guidance, and receptionist script, and acknowledges that the Services rely on this configuration to classify requests, validate coverage, and compute availability. DoorCall AI is not responsible for a missed, misclassified, or incorrectly scheduled service request arising from inaccurate or incomplete Customer configuration.
4.5 Human Oversight. Customer will maintain a process by which its personnel review AI Output, appointments, and urgent or safety-flagged communications with reasonable promptness, and acknowledges that the Services are a scheduling and communications tool that supplements, and does not replace, Customer's own operational judgment.
4.6 Compliance with Acceptable Use Policy. Customer will comply, and will cause each Authorized User to comply, with the Acceptable Use Policy, which is incorporated into these Terms by reference.
5. Subscription Plans, Term, and Renewal
5.1 Plans. DoorCall AI offers subscription plans as described at doorcall.ai/pricing or in an applicable Order, each specifying a monthly fee and an included allowance of answered Communications, together with the features associated with that plan. DoorCall AI may introduce, modify, or retire plans, provided that a change to the fee or included allowance of Customer's then-current plan will not take effect during a paid Subscription Term without thirty (30) days' prior notice.
5.2 Free Trial. DoorCall AI may offer a trial period, currently fourteen (14) days, during which Customer may access the Services without charge. DoorCall AI may modify or discontinue the availability of a trial at any time. Unless Customer cancels before the trial period ends, the subscription converts automatically to a paid subscription at the plan and rate then in effect, and Customer authorizes DoorCall AI to charge the payment method on file accordingly.
5.3 Subscription Term and Automatic Renewal. Each Subscription Term is monthly and renews automatically for successive one-month periods unless either party gives notice of non-renewal, which Customer may provide by canceling within the application at any time prior to the renewal date, effective at the end of the then-current billing period.
5.4 Overage and Usage-Based Charges. Each plan includes a monthly allowance of answered Communications, computed on the terms described in the Documentation. Communications in excess of the included allowance, and per-minute telephony or messaging charges imposed by Customer's carrier or by DoorCall AI's underlying voice and messaging providers, may be billed in addition to the subscription fee, at the rates published at doorcall.ai/pricing or in the applicable Order. DoorCall AI does not represent that any plan provides unlimited calling capacity.
6. Fees, Billing, and Refunds
6.1 Payment Terms. Customer will pay all fees specified in the applicable plan or Order. Fees are billed in advance of each billing period, and usage-based and overage charges are billed in arrears for the period in which they were incurred. All fees are stated and payable in United States dollars unless otherwise specified in an Order.
6.2 Payment Processing. Payment is collected through DoorCall AI's third-party payment processor. Customer authorizes DoorCall AI and its payment processor to charge the payment method on file for all fees due, including recurring subscription fees, overage charges, and applicable taxes. Customer will maintain accurate and current billing information.
6.3 Taxes. Fees are exclusive of all sales, use, value-added, goods and services, and similar taxes, which Customer is responsible for paying, excluding taxes based on DoorCall AI's net income.
6.4 Late and Failed Payments. Where a payment fails, DoorCall AI will provide notice and a reasonable opportunity, not less than seven (7) days, to update payment information before suspending access. DoorCall AI may suspend access to the Services upon a payment remaining unpaid following that notice period, and may apply interest to overdue amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.
6.5 Refunds. Fees are non-refundable except as expressly stated in this Section or as required by applicable law. Where DoorCall AI terminates a subscription without cause under Section 15.3, DoorCall AI will refund fees paid in advance for the portion of the Subscription Term following the effective date of termination, calculated on a pro rata basis. No refund is due where termination results from Customer's breach of these Terms.
6.6 Disputes. Customer will notify DoorCall AI of any good-faith billing dispute within sixty (60) days of the date of the disputed invoice, failing which the invoice is deemed accepted. The parties will cooperate in good faith to resolve a timely dispute.
6.7 No Client-Side Pricing. Prices, plan identifiers, discounts, and entitlement values are determined and enforced exclusively by DoorCall AI's systems of record. Any pricing or entitlement information transmitted by or displayed within a client application is provided for convenience only and is not binding.
7. Third-Party Services
7.1 Integration. The Services interoperate with Third-Party Services, including a voice artificial-intelligence provider, telephony and messaging carriers, a calendar provider, a payment processor, and a transactional email provider. Customer's use of a Third-Party Service through the Services is subject to the terms and privacy practices of that Third-Party Service, which Customer should review before enabling the integration.
7.2 No Responsibility for Third-Party Services. DoorCall AI does not control, and is not responsible for, the availability, accuracy, or performance of a Third-Party Service, and disclaims all liability arising from a Third-Party Service's failure, outage, or discontinuation, except to the extent such failure results from DoorCall AI's own breach of these Terms.
7.3 Discontinuation. Where a Third-Party Service on which a feature of the Services depends is discontinued or materially modified by its provider, DoorCall AI may discontinue or modify the corresponding feature of the Services upon reasonable notice, without liability, and will use commercially reasonable efforts to provide a substitute where practicable.
8. Intellectual Property
8.1 DoorCall AI's Property. As between the parties, DoorCall AI owns all right, title, and interest in and to the Services, the Documentation, and all software, technology, and know-how used to provide them, including all intellectual property rights therein. No rights are granted to Customer other than the limited access right expressly set forth in Section 3.2.
8.2 Customer's Property. As between the parties, Customer owns all right, title, and interest in and to Customer Content. Customer grants DoorCall AI a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Content solely to provide, maintain, secure, and improve the Services and as otherwise permitted by these Terms and the Privacy Policy.
8.3 Caller Data and AI Output. As between DoorCall AI and Customer, Customer owns Caller Data and AI Output generated in connection with Customer's Account, subject to DoorCall AI's rights to process such information as a Processor under the Privacy Policy and the Data Processing Addendum, and subject to the restriction in Section 8.4.
8.4 No Training on Customer Data. DoorCall AI will not use Caller Data, Customer Content, or AI Output to train, fine-tune, or improve any artificial-intelligence or machine-learning model for the general benefit of DoorCall AI or any third party. This restriction does not limit DoorCall AI's use of aggregated or de-identified data that cannot reasonably be attributed to Customer or any Caller.
8.5 Feedback. Where Customer provides suggestions, ideas, or other feedback concerning the Services, DoorCall AI may use that feedback without restriction or obligation to Customer, and Customer hereby assigns to DoorCall AI all right, title, and interest in such feedback.
8.6 Trademarks. Neither party may use the other party's trademarks, service marks, or logos without the prior written consent of the owning party, except that DoorCall AI may identify Customer as a customer of the Services in customer lists and marketing materials unless Customer objects in writing.
9. Application Programming Interface Access
9.1 Availability. Where DoorCall AI makes an application programming interface ("API") available to Customer's plan, Customer may access it subject to the Documentation, any rate limits or usage restrictions specified therein, and these Terms.
9.2 Restrictions. Customer will not: use the API to build a product that is competitive with the Services; circumvent rate limits or authentication controls; access the API for purposes of monitoring its availability, performance, or functionality for benchmarking or competitive purposes without DoorCall AI's prior written consent; or use the API in a manner that places, or may place, an unreasonable load on DoorCall AI's infrastructure.
9.3 API Keys. API keys and equivalent credentials are Confidential Information of Customer and must be safeguarded accordingly. Customer is responsible for all activity conducted using its API credentials.
9.4 Modification. DoorCall AI may modify the API, including by introducing breaking changes, upon reasonable notice, and will use commercially reasonable efforts to provide at least ninety (90) days' notice of a breaking change affecting a generally available API version.
10. Service Availability and Support
10.1 Target Availability. DoorCall AI will use commercially reasonable efforts to make the Services available on a continuous basis, excluding scheduled maintenance, for which DoorCall AI will provide reasonable advance notice where practicable, and excluding events described in Section 16 (Force Majeure).
10.2 No Service Level Agreement Absent Order. Except where a specific availability commitment and associated remedy is set forth in an Order or a separate service level agreement executed by the parties, the Services are provided without a contractual uptime commitment, and Customer's sole remedy for unavailability is as provided in Section 12.
10.3 Support. DoorCall AI provides support through the channels described in the Documentation, with response targets that may vary by plan. Priority support, where offered, is available on the plans designated in the applicable pricing schedule.
11. Emergency and Safety Limitations
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE NOT AN EMERGENCY-RESPONSE SERVICE, DO NOT DISPATCH EMERGENCY SERVICES, AND DO NOT CONSTITUTE A SUBSTITUTE FOR CONTACTING EMERGENCY SERVICES DIRECTLY. THE SERVICES ARE DESIGNED TO PROVIDE SAFETY GUIDANCE AND TO DIRECT A CALLER TO CONTACT EMERGENCY SERVICES WHERE A LIFE-SAFETY CONDITION IS DETECTED, BUT DOORCALL AI DOES NOT GUARANTEE THAT EVERY LIFE-SAFETY CONDITION WILL BE DETECTED OR THAT SUCH GUIDANCE WILL BE DELIVERED IN EVERY INSTANCE. CUSTOMER WILL NOT REPRESENT TO ANY CALLER, AND WILL CONFIGURE THE SERVICES SO AS NOT TO REPRESENT, THAT THE SERVICES PROVIDE EMERGENCY DISPATCH.
12. Warranties and Disclaimers
12.1 Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.
12.2 DoorCall AI's Limited Warranty. DoorCall AI warrants that the Services will perform materially in accordance with the Documentation. Customer's sole and exclusive remedy, and DoorCall AI's entire liability, for breach of this warranty is, at DoorCall AI's election, correction of the non-conforming Service or, where correction is not achieved within a commercially reasonable period, termination of the affected subscription and a pro rata refund of prepaid fees for the terminated portion of the Subscription Term.
12.3 Disclaimer of AI Accuracy. DOORCALL AI DOES NOT WARRANT THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR ERROR-FREE. THE SERVICES USE PROBABILISTIC SPEECH-RECOGNITION AND LANGUAGE-PROCESSING SYSTEMS THAT MAY MISCLASSIFY A SERVICE REQUEST, MISTRANSCRIBE A NAME, ADDRESS, OR TELEPHONE NUMBER, OR PRODUCE AN INACCURATE SUMMARY. CUSTOMER IS RESPONSIBLE FOR REVIEWING AI OUTPUT BEFORE RELYING ON IT FOR A CONSEQUENTIAL BUSINESS DECISION.
12.4 General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12, THE SERVICES AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND DOORCALL AI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. DOORCALL AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DOORCALL AI OR THROUGH THE SERVICES CREATES A WARRANTY NOT EXPRESSLY SET FORTH IN THESE TERMS.
13. Limitation of Liability
13.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE.
13.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO DOORCALL AI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.3 Exceptions. The limitations in Sections 13.1 and 13.2 do not apply to: (a) either party's indemnification obligations under Section 14; (b) Customer's payment obligations under Section 6; (c) a party's breach of the confidentiality obligations in Section 17; (d) either party's gross negligence or willful misconduct; or (e) liability that cannot be limited or excluded as a matter of applicable law.
13.4 Basis of the Bargain. The parties acknowledge that the limitations in this Section 13 are an essential basis of the bargain between the parties and that DoorCall AI would not be able to provide the Services on the economic terms offered absent these limitations.
14. Indemnification
14.1 Indemnification by DoorCall AI. DoorCall AI will defend Customer against any third-party claim alleging that the Services, as provided by DoorCall AI and used by Customer in accordance with these Terms, infringe that third party's United States patent, copyright, or trademark, or misappropriate that third party's trade secret, and will indemnify Customer for damages finally awarded by a court of competent jurisdiction or agreed in settlement, arising from such a claim. This Section 14.1 does not apply to a claim arising from: (a) Customer Content; (b) modification of the Services by a party other than DoorCall AI; (c) use of the Services in combination with a product, service, or data not provided by DoorCall AI, where the claim would not have arisen but for such combination; or (d) use of the Services other than in accordance with these Terms and the Documentation. Where a claim under this Section 14.1 is brought or is, in DoorCall AI's reasonable judgment, likely to be brought, DoorCall AI may, at its option and expense: procure for Customer the right to continue using the Services; modify the Services to be non-infringing while providing substantially equivalent functionality; or terminate the affected subscription and refund fees prepaid for the terminated portion of the Subscription Term. This Section 14.1 states DoorCall AI's entire liability, and Customer's exclusive remedy, for infringement claims.
14.2 Indemnification by Customer. Customer will defend DoorCall AI against any third-party claim, including a claim brought by a Caller or a governmental authority, arising from or relating to: (a) Customer Content; (b) Customer's or an Authorized User's violation of these Terms, the Acceptable Use Policy, or applicable law, including law governing call recording, consent to recording, or electronic messaging; (c) Customer's configuration of the Services, including its determination to enable call recording or customer-facing messaging; or (d) Customer's use of the Services in a manner not authorized by these Terms, and will indemnify DoorCall AI for damages finally awarded by a court of competent jurisdiction or agreed in settlement, arising from such a claim.
14.3 Procedure. The party seeking indemnification will: promptly notify the indemnifying party in writing of the claim, provided that a delay in notice relieves the indemnifying party of its obligations only to the extent of resulting prejudice; grant the indemnifying party sole control of the defense and settlement of the claim, provided that the indemnifying party will not settle a claim in a manner that admits fault on the part of, or imposes non-monetary obligations upon, the indemnified party without that party's prior written consent, not to be unreasonably withheld; and provide reasonable cooperation at the indemnifying party's expense.
15. Term and Termination
15.1 Term. These Terms commence on the date Customer first accesses the Services and continue until terminated as provided in this Section 15.
15.2 Termination for Convenience. Customer may terminate its subscription for convenience at any time, effective at the end of the then-current billing period, by canceling within the application. DoorCall AI may terminate a free or trial subscription for convenience upon thirty (30) days' notice.
15.3 Termination for Cause. Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days of receiving notice describing the breach in reasonable detail. DoorCall AI may additionally suspend or terminate access immediately, upon notice where practicable, where Customer's use of the Services violates the Acceptable Use Policy in a manner that DoorCall AI reasonably determines poses a risk of harm to a Caller, to DoorCall AI, to a third party, or to the integrity or security of the Services.
15.4 Effect of Termination. Upon termination of these Terms for any reason: Customer's right to access the Services immediately ceases; Customer will pay all fees accrued and unpaid as of the effective date of termination; and each party will return or destroy the other party's Confidential Information in its possession, except as required to be retained by law or as provided in Section 15.5.
15.5 Data Retention and Deletion on Termination. Following termination, Customer's data is retained and deleted in accordance with Section 16 of the Privacy Policy, including the thirty (30) day recovery period applicable to a Customer-initiated deletion request, unless Customer requests immediate deletion, in which case DoorCall AI will complete deletion within thirty (30) days of that request, subject to the retention exceptions described in the Privacy Policy.
15.6 Survival. Sections 1, 6 (as to amounts accrued prior to termination), 8, 12.4, 13, 14, 15.4, 15.5, 15.6, 17, 18, and 19 survive termination of these Terms, together with any other provision that by its nature is intended to survive.
16. Force Majeure
Neither party will be liable for a failure or delay in performance, other than a payment obligation, to the extent caused by an event beyond that party's reasonable control, including act of God, natural disaster, fire, flood, war, terrorism, civil unrest, labor dispute, governmental action, epidemic or pandemic, failure or interruption of the internet or of a Third-Party Service, or failure of telecommunications or utility infrastructure. The affected party will provide prompt notice and will use commercially reasonable efforts to resume performance. Where an event under this Section 16 continues for more than thirty (30) consecutive days, either party may terminate the affected Order upon written notice, without liability other than for amounts accrued prior to the event.
17. Confidentiality
17.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including business, financial, and technical information, and, as to DoorCall AI, the Services' non-public architecture and security measures.
17.2 Exceptions. Confidential Information does not include information that: is or becomes publicly available through no fault of the receiving party; was rightfully known to the receiving party without restriction before disclosure; is rightfully received from a third party without restriction; or is independently developed by the receiving party without reference to the disclosing party's Confidential Information.
17.3 Obligations. The receiving party will use the disclosing party's Confidential Information solely to perform its obligations or exercise its rights under these Terms, will protect it using at least the degree of care it applies to its own confidential information of similar nature and no less than a reasonable degree of care, and will not disclose it to a third party except to its employees, contractors, and advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 17.
17.4 Compelled Disclosure. The receiving party may disclose Confidential Information where compelled by law or legal process, provided that, where legally permitted, it gives the disclosing party prompt notice and reasonable cooperation to seek a protective order.
18. Governing Law and Dispute Resolution
18.1 Governing Law. These Terms, and any dispute arising out of or relating to these Terms or the Services, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, and without regard to the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded.
18.2 Agreement to Arbitrate. Except as provided in Section 18.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted by a single arbitrator, with the seat of arbitration in Wilmington, Delaware, and the arbitration conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
18.3 Class Action Waiver. EACH PARTY AGREES THAT ANY ARBITRATION OR PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM OR PROCEEDING, THAT CLAIM OR PROCEEDING WILL PROCEED IN COURT, SEVERED FROM ANY ARBITRATION OF THE REMAINING CLAIMS.
18.4 Costs. Each party will bear its own costs of arbitration, provided that the arbitrator may award costs and reasonable attorneys' fees to the prevailing party where permitted by the rules of the American Arbitration Association or by applicable law.
18.5 Exceptions to Arbitration. Notwithstanding Section 18.2, either party may bring an individual action in a court of competent jurisdiction located in New Castle County, Delaware, to seek injunctive or other equitable relief to protect its intellectual property or Confidential Information, and either party may bring an individual claim in small-claims court for a matter within that court's jurisdiction. Each party consents to the personal jurisdiction of the state and federal courts located in New Castle County, Delaware, for any proceeding permitted under this Section 18.5.
18.6 Consumer Jurisdictions. Where Customer is located in a jurisdiction whose law does not permit enforcement of the arbitration agreement or class action waiver in this Section 18 as to Customer, that jurisdiction's mandatory consumer-protection provisions govern the resolution of disputes to that limited extent, and the remainder of this Section 18 continues to apply.
19. General Provisions
19.1 Entire Agreement. These Terms, together with the Privacy Policy, the Acceptable Use Policy, any applicable Order, and any Data Processing Addendum executed by the parties, constitute the entire agreement between the parties concerning the Services and supersede all prior or contemporaneous agreements, proposals, and communications, whether written or oral, relating to the subject matter of these Terms. In the event of a conflict between these Terms and an Order, the Order controls solely as to the subject matter expressly addressed in the Order.
19.2 Amendment. DoorCall AI may amend these Terms from time to time. Where an amendment is material, DoorCall AI will provide at least thirty (30) days' notice by electronic mail to Customer's administrative contact and by a notice within the application, and the amendment will take effect at the end of that notice period. Continued use of the Services after the effective date of an amendment constitutes acceptance of the amended Terms. Where Customer does not agree to a material amendment, Customer's sole remedy is to terminate its subscription prior to the effective date of the amendment, in accordance with Section 15.2.
19.3 Assignment. Neither party may assign these Terms without the prior written consent of the other party, not to be unreasonably withheld, except that either party may assign these Terms without consent in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets relating to these Terms. Any assignment in violation of this Section 19.3 is void. These Terms bind and inure to the benefit of the parties' permitted successors and assigns.
19.4 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
19.5 No Third-Party Beneficiaries. Except as expressly provided in these Terms, these Terms do not confer any rights or remedies upon any person other than the parties.
19.6 Notices. A notice under these Terms will be in writing and deemed given: to DoorCall AI, upon receipt at legal@doorcall.ai; and to Customer, upon transmission to the electronic mail address associated with Customer's Account, or, where Customer has designated an alternative address for legal notices within the application, to that address. A notice of termination, breach, or a claim under Section 14 will additionally be sent by a nationally recognized courier to the physical address associated with the receiving party's Account, where such an address is on file.
19.7 Severability. Where a provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, where modification is not possible, severed, and the remaining provisions will continue in full force and effect.
19.8 Waiver. A party's failure to enforce a provision of these Terms is not a waiver of its right to do so later. A waiver is effective only if made in writing and signed by the waiving party.
19.9 Export Compliance. Each party will comply with all applicable export control and economic sanctions laws in connection with these Terms, and Customer represents that it is not located in, and will not access the Services from, a country or territory subject to comprehensive United States sanctions, and is not identified on any United States government list of restricted or prohibited parties.
19.10 U.S. Government End Users. Where Customer is an agency or instrumentality of the United States government, the Services are "commercial items" as defined in 48 C.F.R. § 2.101, and are licensed with only those rights afforded to other customers under these Terms, in accordance with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable.
19.11 Interpretation. Section headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." These Terms have been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with their terms, without a presumption in favor of or against either party as drafter.
19.12 Counterparts and Electronic Acceptance. Where an Order is executed in counterparts, each is deemed an original and together constitute one instrument. Acceptance of these Terms or an Order by electronic means, including clickthrough acceptance, constitutes a legally binding signature to the same extent as a handwritten signature.