Terms of Service

01Agreement and acceptance

These Terms of Service (the "Terms") are a binding contract between Adoptiv Inc, a Delaware corporation with its registered office at 2810 N Church St STE 88783, Wilmington, DE 19802, United States ("Adoptiv", "we", "us", "our"), and the individual or legal entity that opens an account or uses the service ("Customer", "you", "your").

Adoptiv Inc is the only contracting party. Every licence, registration, carrier relationship and customer contract is held in the name of Adoptiv Inc. No other company contracts for the service, invoices for it, or holds your data on our behalf other than the sub-processors named in [our sub-processor list](/legal/sub-processors).

You accept these Terms by registering an account, starting a free trial, signing an Order Form, opening any Adoptiv dashboard, calling any Adoptiv API, or allowing an automated agent to accept on your behalf. If you do not agree to all of them, do not use the service.

If you accept these Terms for a company or other organisation, you represent that you have authority to bind that organisation. If you do not have that authority, you may not use the service.

If you deploy a bot, script, AI agent or other automated process to reach our APIs, you represent that a human with the necessary authority authorised it. The legal obligation sits with you as the authorising party, not with the automated agent.

These Terms incorporate the following documents by reference. Each is published on this site and each forms part of your agreement with us:

• [Privacy Policy](/legal/privacy)
• [Data Processing Agreement](/legal/dpa)
• [Acceptable Use Policy](/legal/acceptable-use)
• [Service Level Agreement](/legal/sla)
• [Data Retention Schedule](/legal/retention)
• [Cookie Policy](/legal/cookies)
• [Sub-processors](/legal/sub-processors)
• [Security Practices](/legal/security-practices)
• [Vulnerability Disclosure Policy](/legal/vulnerability-disclosure)
• [Google User Data Policy](/legal/google-user-data), where you connect a Google account

Where documents conflict, the order of precedence is: a signed Order Form or Master Services Agreement first, then the [Data Processing Agreement](/legal/dpa), then these Terms, then the other incorporated policies.

Adoptiv is not a lead generation service, not a list broker or data reseller, not a marketing agency, and not a licensed telecommunications carrier of record except where we are expressly registered with the relevant regulator. You are the sender and the controller of the communications and the data you originate through the platform. We act as a service provider and data processor on your documented instructions.

02Definitions

• "Platform" or "Service" means the Adoptiv product, including telephony, CRM, email, messaging, analytics and AI features, the APIs, the dashboards and the mobile and desktop clients.
• "Customer" means the legal entity or individual that has subscribed to or is trialling the Platform under these Terms.
• "User" means an individual authorised by you to use the Platform under your account, including employees, contractors and agents.
• "Customer Data" means all data, content and information submitted, uploaded, stored, transmitted or processed by you or on your behalf through the Platform, including contacts, call recordings, transcripts, CRM records, email copies and AI inputs and outputs.
• "AI" means machine learning, natural language processing, large language models, predictive analytics and voice synthesis used in the Platform.
• "AI Output" means any text, audio, transcription, summary, recommendation, score or classification produced by an Adoptiv AI feature.
• "Telephony Services" means voice, SMS, call routing, IVR, queueing, recording, dialling and bring-your-own-carrier features.
• "Subscription" means your right to use the Platform on a paid or trial plan for the term set out in your Order Form or at checkout.
• "Order Form" means a written or electronic document, including online checkout, that sets out your plan, fees, billing cycle and any negotiated terms.
• "Feedback" means suggestions, ideas, feature requests or other comments you give us about the Platform.
• "DNC" means the Federal Do-Not-Call Registry maintained by the FTC, state do-not-call lists, and the internal do-not-call lists you maintain inside Adoptiv.
• "CPNI" means Customer Proprietary Network Information as defined in 47 U.S.C. section 222 and FCC rules: information about the quantity, technical configuration, type, destination, location and amount of use of a telecommunications service.
• "Controller" and "Processor" have the meanings given in the GDPR. You are the controller of your Customer Data. Adoptiv is the processor and acts on your documented instructions.
• "White label" means an Enterprise arrangement under which you deploy or resell the Platform under your own brand and domain, subject to a separate agreement.
• "Force majeure" means events outside a party's reasonable control, including natural disasters, epidemics, acts of government or war, internet or power infrastructure failure, third-party cyberattack, and labour disputes.

03Eligibility and account registration

You must be at least 18 years old and able to enter into contracts where you live. The Platform is built for business use. It is not intended for personal, household or consumer use.

When you register you must give accurate and current information, including a valid business email address, and keep it up to date. You must name at least one account administrator with authority over your users and your subscription.

You are responsible for everything that happens under your account, including anything done by your users, by third parties you authorise, and by any API integration you build.

Credentials are personal. Each user must have their own login and you must not share credentials between people. Tell us at security@adoptiv.com as soon as you suspect unauthorised access. We are not liable for loss caused by your failure to keep credentials secure.

Your administrator creates, changes and removes user accounts. You must remove access promptly for anyone who no longer needs it, including on the day employment or a contract ends.

04Subscription plans and free trial

Plan features, seat counts, usage allowances, trial eligibility, renewal terms and any negotiated pricing are set out in your Order Form, which includes online checkout, and on the pricing page. Where this section does not cover a plan-specific point, those documents control.

A free trial ends on the date shown in your account. If you do not subscribe by then, access stops and your data enters the retrieval window described in the [Data Retention Schedule](/legal/retention). Trials carry no uptime commitment and no service credits.

Current public plans are on the pricing page. Custom and Enterprise terms live in your executed Order Form.

05Billing, fees and payment

Subscription fees are billed in advance, monthly or annually, as chosen at purchase. Usage charges, including call and message charges, are billed in arrears. All fees are in United States Dollars unless an Order Form says otherwise.

We accept major credit cards, ACH and bank transfer on annual plans over $1,000 per year, and wire transfer on Enterprise plans. Card payments are processed by Stripe. PCI-DSS compliance for card data is held by Stripe as our payment processor, not by us, and Adoptiv servers never see or store a raw card number.

Refunds. Fees are non-refundable except in these cases:

• If we terminate your account without cause during a paid term, you get a prorated refund of the unused part of the current billing period.
• If a billing error is our fault, the incorrect charge is credited or refunded within 14 business days of us confirming it.
• If you buy an annual plan and cancel within 7 days of the initial purchase, you may ask for a full refund. Mandatory consumer cooling-off rights apply where they apply, including the 14-day right under the EU Consumer Rights Directive where you are an EU consumer.
• Free trial periods are not refundable, because nothing has been paid.

Late payment. An invoice unpaid 10 days after its due date carries a late fee of 1.5% per month on the outstanding balance, or the maximum rate the law allows, whichever is lower. An account more than 15 days overdue may be suspended. We send at least three email notices before suspending. Access is restored within one business day of payment clearing.

Taxes. Fees are exclusive of tax, levies and duties, including VAT, sales tax and telecommunications surcharges. You pay those. Where we are required to collect tax, it is added to your invoice. If you hold tax-exempt status, send your current exemption documentation to billing@adoptiv.com before invoicing starts.

Price changes. We may revise subscription pricing on at least 30 days' written notice. A change never applies to the billing period in which notice is given. It takes effect at the start of your next billing cycle. If you object, your remedy is to cancel before the change takes effect.

06Telephony services

Telephony Services include inbound and outbound calling, SMS, power and predictive dialling, IVR, queueing, recording, bring-your-own-carrier connectivity and AI-assisted call features. This section sets the terms that are specific to them.

Adoptiv is a custodian of your consent records, not a lead generator. We do not generate, buy, aggregate, broker or sell leads or contact lists, we do not run lead generation funnels, and we do not share contact data between customer accounts. The Platform gives you structured fields in which to record and keep your own consent evidence for each contact:

• the prior express written consent text shown to the recipient
• the timestamp of consent
• the source URL, campaign or form the consent came from
• the IP address of the person consenting
• the identity of the single seller consent was given to, as required by the FCC one-to-one consent rule
• revocation events such as STOP, QUIT, CANCEL, OPT-OUT, UNSUBSCRIBE or END, and the channel the revocation arrived on

Consent is collected by you, at the point of capture, on your own website, landing page or form. It is not collected by Adoptiv. You represent that every consent record you upload was lawfully obtained. Our role is to store those records and enforce them in your dialling, messaging and AI workflows in real time.

Contact lists, consent records, call audio, transcripts and CRM records are held in a separate database schema for each tenant, so one customer's records are logically isolated from another's. We do not pool, share, sell or commingle one customer's data with another's, and we do not use Customer Data to train general-purpose AI models.

TCPA and do-not-call. You are solely responsible for making sure your calling, dialling and messaging comply with the Telephone Consumer Protection Act, 47 U.S.C. section 227, FCC rules, state telemarketing law including Florida's FTSA and Washington's CEMA, and the FTC Telemarketing Sales Rule. Adoptiv provides federal and state DNC screening, internal do-not-call lists and known-litigator flagging as controls you configure into your own workflows. The legal obligation stays with you. Our compliance tooling is not legal advice and does not transfer your obligations to us. The detailed rules are in the [Acceptable Use Policy](/legal/acceptable-use).

Call recording. The Platform records calls and can play a disclosure message before a recording starts. Recording consent law varies. In United States two-party consent states, including California, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania and Washington, you must have consent from every party. Under GDPR and ePrivacy in the EU and UK, treat all-party consent as the baseline. Configuring the disclosure message does not by itself discharge your obligation. You must configure it correctly and keep your own records of consent.

CPNI. CPNI is protected under 47 U.S.C. section 222. We use CPNI to provision and run your Telephony Services and to protect your account security. We use it to market additional Adoptiv services only with your prior opt-in. We do not sell CPNI. You can opt out of marketing use at any time by writing to cpni@adoptiv.com.

Emergency numbers. Adoptiv does not route calls to public-safety emergency numbers, including 911, 112, 999, 000, 110 and 119, and blocks N11 short codes at the platform level. The Platform is not a replacement for a telephone line. You must keep a separate telephone service that can reach emergency services, and you must tell your users that Adoptiv cannot. The full list of non-routable destinations is in the [Acceptable Use Policy](/legal/acceptable-use).

Messaging. SMS traffic must follow the CTIA Messaging Principles and Best Practices, the messaging rules of the carriers that carry it, and the messaging section of the [Acceptable Use Policy](/legal/acceptable-use). You must have explicit opt-in from every recipient, include opt-out instructions in your messages, and honour an opt-out within 24 hours. Short code use is subject to carrier approval.

07AI features

Adoptiv's AI features are built on four commitments: you always know when AI is active, your data is never used to train a third-party model, every AI output can be reviewed by a human, and AI runs inside the same data protection framework as the rest of the Platform.

The AI features, what each one processes and what each one produces:

No training on your data. We do not use Customer Data, including call recordings, transcripts, CRM records, emails and AI inputs and outputs, to train, fine-tune or improve any AI model, whether ours or a third party's. This is absolute. Your data is used only to deliver the features you have switched on.

Accuracy. AI Output is generated probabilistically and can be wrong. It is a productivity tool, not an authoritative source of fact and not legal, medical or financial advice. You are responsible for verifying AI Output before relying on it for a business decision, a customer communication or a compliance judgement. AI-generated content is marked as such in the interface.

EU AI Act. Where you deploy Adoptiv to people in the European Union, our AI voice agents sit in the limited-risk category of Article 50 and disclose to the called party that they are talking to an AI system. Synthetic voice output is labelled under Article 50(4). We do not offer, and you must not use the Platform for, any practice prohibited by Article 5.

Colorado AI Act. If you use AI Output in a consequential decision under SB 24-205, you are the deployer and are responsible for impact assessments, consumer disclosures and monitoring for algorithmic discrimination. We supply the developer documentation required under section 6-1-1703 on request.

Automated decisions. Where an AI feature produces a decision with legal or similarly significant effects on an individual under GDPR Article 22, the Platform gives you the means to notify the person, to have a human review the decision, and to override it. As controller, you are responsible for putting those steps into your own process.

Turning AI off. An administrator can enable or disable each AI module in settings at any time. Disabling a module stops new processing. It does not delete AI output already produced. To delete that, follow the erasure route in the [Data Retention Schedule](/legal/retention) or write to privacy@adoptiv.com.

08CRM and customer data services

The CRM includes accounts, contacts, leads, deals and pipelines, quotes, products, activities, tasks, workflows, dashboards, wallboards, custom fields and automatic call and activity logging.

Automatic logging. Calls, messages, emails from a connected mailbox and in-app activity are written to the relevant CRM record automatically. Users with the right permission can edit, correct or delete a logged entry. The accuracy of your CRM data remains yours to manage.

Imports. You may bulk import contact and deal records. You represent that the data was collected lawfully, that you have the right to process it, and that importing it breaches nobody's rights and no law. We are not responsible for the lawfulness of data you import.

Retention. Every category of data has a defined retention period, a defined deletion trigger, and a note on whether you can change it. All of that is published in the [Data Retention Schedule](/legal/retention), which forms part of these Terms.

Custom fields and pipelines. Your custom fields and pipeline configuration are yours. They are Customer Data and carry the same rights as the rest of it.

09Acceptable use

Your use of the Platform is governed by the [Acceptable Use Policy](/legal/acceptable-use), which is part of these Terms. It covers prohibited content and conduct, consent before dialling, calling hours, do-not-call obligations, caller identification, messaging rules, restricted industries, security and abuse, fair use of unlimited plans, and the destinations we do not route calls to.

We may investigate a suspected breach. On confirming a material breach we may suspend the affected feature, suspend the whole account, or terminate the agreement immediately. For a first minor breach we will normally give written notice and three to five business days to fix it. A repeated or severe breach is terminated without a cure period and without a refund.

There is no cure period for anything that puts people at risk, threatens the integrity of the Platform, or exposes us or our carriers to regulatory action.

10Intellectual property

Ours. Adoptiv and its licensors own the Platform: the software, the models, the interfaces, the trademarks, the documentation, the APIs, the architecture and every improvement and derivative work. These Terms grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to use the Platform for your own internal business purposes for as long as your Subscription is active.

Yours. You keep all rights in your Customer Data. You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, copy and display it, only so far as is needed to run the Platform for you. That licence ends when the retrieval window described in the [Data Retention Schedule](/legal/retention) closes.

AI Output. AI Output generated from your Customer Data belongs to you. We claim no ownership in it. We make no warranty about its accuracy or fitness for a purpose.

Feedback. If you send us Feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and commercialise it without obligation to pay or credit you. This does not stop you using the same ideas elsewhere.

Using your name. We may name you as a customer and show your company name and logo in customer lists and marketing material. If you would rather we did not, write to marketing@adoptiv.com and we will remove it from future material.

11Customer data and privacy

Roles. For the personal data of your contacts, leads, customers and staff that you put into the Platform, you are the controller and Adoptiv is the processor. We process it only on your documented instructions. For the data we hold about you and your users for account management, billing and security, we are the controller.

Data Processing Agreement. Customers whose use of Adoptiv involves personal data subject to the GDPR, UK GDPR, CCPA and CPRA or another data protection law must be on our [Data Processing Agreement](/legal/dpa). By accepting these Terms, EU and UK customers enter into it automatically. It includes the Standard Contractual Clauses for transfers out of the EEA and the UK International Data Transfer Addendum.

Where your data is processed. Adoptiv runs on its own infrastructure in Europe and the United States. We do not offer a menu of data residency regions, and we will not tell you we hold your data somewhere we do not. If you need to know exactly which facility holds a given category of data before you sign, ask us and we will tell you in writing.

Isolation. Each tenant's records live in their own database schema, created with the account. Isolation is logical, enforced at the database and application layer. It is not physical separation onto dedicated hardware, and we do not claim that it is.

Privacy laws we work to. GDPR, UK GDPR and PECR, Swiss FADP, CCPA and CPRA, the US state privacy laws in Colorado, Connecticut, Virginia, Utah, Texas, Oregon, Montana, New Jersey, Delaware, Iowa, Tennessee, Indiana, Minnesota and Maryland, LGPD in Brazil, PIPEDA, Quebec Law 25 and CASL in Canada, the Australian Privacy Act and the Australian Privacy Principles, the TCPA and CAN-SPAM.

Sub-processors. We use third parties for hosting, telephony, payment processing, email delivery and similar functions. The current list, with what each one does and where it operates, is at [our sub-processor page](/legal/sub-processors). We give at least 30 days' notice before adding or replacing one. If you object on reasonable data protection grounds, you may terminate the affected service without penalty.

12Integrations and third parties

Adoptiv integrates with third-party applications including Salesforce, HubSpot, Pipedrive, Slack, Microsoft Teams, Zoom, Google Meet, Zapier, Make, Stripe and Zendesk.

Third-party services are offered for convenience. Connecting one authorises us to exchange data with it as needed to run the integration. Each service is governed by its own terms and privacy policy. We are not responsible for the availability, accuracy, security or legal compliance of a third-party service. Read its terms before you connect it.

Connected mailboxes and calendars. When you connect Gmail, Outlook or Exchange, we store copies of synced messages, calendar entries and contacts so that email parsing, automatic logging and calendar features work. That synced copy is Customer Data. If you disconnect the integration we stop syncing, and the copy we already hold is deleted on the schedule in the [Data Retention Schedule](/legal/retention). Where the connection is to a Google account, [our Google User Data Policy](/legal/google-user-data) also applies and takes precedence over this section for the data it covers.

API access. Use of the API is governed by these Terms and the developer documentation. Rate limits vary by plan. You may not use the API to build a competing product, to scrape the Platform, or to push past rate limits in a way that degrades service for other customers.

13Security

What we do:

• TLS 1.2 or better on every connection, including the one carrying call audio.
• AES-256-GCM encryption on the credentials and tokens we store for you. Disks and recording storage use the storage provider's own encryption at rest.
• A separate database schema per tenant, so records are logically isolated.
• Multi-factor authentication, available and enforceable on every account.
• Role-based access control with a role hierarchy, sharing rules and field-level permissions.
• SAML single sign-on, plus Google and Microsoft, configured per tenant.
• IP allowlisting on Enterprise accounts.
• Encrypted backups with point-in-time recovery, on the rotation published in the [Data Retention Schedule](/legal/retention).
• An audit trail of who changed what, when, and what the value was before.

Our SOC 2 audit is in progress. Until it completes we make no claim to hold it. We hold no other attestation and we will not imply one. What we actually run is described in our [Security Practices](/legal/security-practices), and researchers should use our [Vulnerability Disclosure Policy](/legal/vulnerability-disclosure).

Incidents. If we confirm a security incident affecting your Customer Data we will notify you without undue delay and within 72 hours of confirming it, which is the standard set by GDPR Article 33. The notice will say what happened, what data was involved, what we have done, and what we recommend you do.

Your side. You are responsible for your credentials, your users' devices and access, your API keys and integration secrets, and the security settings you control, such as IP allowlist rules and whether you enforce multi-factor authentication. Our obligations do not extend to a failure caused by your misconfiguration, your compromised credentials, or your decision not to apply a security setting we recommend.

14Uptime and service credits

Adoptiv commits to 99.9% monthly uptime on all paid plans. Enterprise customers may negotiate up to 99.95% in an Order Form or Master Services Agreement.

The definition of downtime, the exclusions, the measurement window, the credit schedule and the claim process are in the [Service Level Agreement](/legal/sla), which forms part of these Terms. Service credits are the sole and exclusive remedy for a missed uptime commitment.

Free trials and accounts in a payment-suspended state carry no uptime commitment.

15Warranties and disclaimers

We warrant that the Platform will perform materially as described in the documentation during your active Subscription, that we will not knowingly introduce malicious code into it, and that we have the right to grant the licences in these Terms.

EXCEPT AS STATED IN THE PARAGRAPH ABOVE, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. ADOPTIV DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE OR SUITABLE FOR ANY PARTICULAR PURPOSE. YOUR USE OF AI FEATURES IS AT YOUR OWN RISK.

16Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADOPTIV AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR THE COST OF SUBSTITUTE SERVICES, EVEN IF WE HAVE BEEN ADVISED THAT THEY WERE POSSIBLE.

Our total aggregate liability for all claims arising out of or relating to these Terms or your use of the Platform will not exceed the greater of the total amount you actually paid us in the 12 months immediately before the event that gave rise to the claim, or one hundred United States dollars. This applies whatever the theory of liability, whether contract, tort, negligence, strict liability or otherwise.

These limits do not apply to your obligation to pay fees you owe, to either party's indemnification obligations, to a claim arising from gross negligence, wilful misconduct or fraud, or to liability that cannot be limited by law.

17Indemnification

You will defend, indemnify and hold harmless Adoptiv, its officers, directors, employees and agents against third-party claims, damages, losses, liabilities, costs and expenses, including reasonable legal fees, arising from: your breach of these Terms or the Acceptable Use Policy; your breach of any law, including the TCPA, GDPR, UK GDPR, CCPA, CAN-SPAM, CASL or any telemarketing rule; your Customer Data, including a claim that it infringes intellectual property or a privacy right; your use of AI features in automated decision-making that harms someone; your integration of a third-party service; or your use of the Platform beyond the scope of your licence.

We will defend, indemnify and hold you harmless against a third-party claim that the Platform, as supplied by us and used in line with these Terms, infringes a valid patent, copyright, trademark or trade secret. That does not cover a claim arising from your modification of the Platform, from combining it with something that is not ours, from your Customer Data, or from continued use of a version after we have supplied a modified one that avoids the infringement.

Either way, the party seeking indemnity must notify the other promptly in writing, give it sole control of the defence and settlement, and cooperate reasonably. Neither party may settle a claim in a way that imposes liability or obligations on the other without written consent.

18Term and termination

The agreement starts when you first access the Platform, including on a free trial, and runs until your Subscription expires or is terminated. Monthly subscriptions renew on the monthly anniversary. Annual subscriptions renew on the annual anniversary unless either party gives written notice of non-renewal at least 30 days before the renewal date.

You may cancel at any time in account settings or by writing to support@adoptiv.com. Cancellation takes effect at the end of the current billing period and you keep access until then. No prorated refund is given on cancellation, other than the refund cases listed in the billing section.

Either party may terminate immediately on written notice if the other materially breaches these Terms and does not fix the breach within 30 days of notice, becomes insolvent or enters bankruptcy, receivership or liquidation, or commits a material breach of the Acceptable Use Policy that cannot reasonably be cured.

On termination:

• Every licence granted to you ends and you must stop using the Platform.
• Your Customer Data enters the retrieval window set out in the [Data Retention Schedule](/legal/retention). Export it before that window closes.
• Fees accrued before termination remain payable.
• The sections on intellectual property, data provisions during the retrieval window, warranties, liability, indemnification, disputes, governing law and general provisions survive.
• We may keep aggregated, de-identified usage statistics that cannot be linked back to you or to any individual.

Force majeure. Neither party is liable for a failure or delay in performing, other than a payment obligation, caused by an event outside its reasonable control. The affected party must give written notice within 48 hours and work to resume performance as soon as it reasonably can.

19Changes to these terms

We may change these Terms. How much notice you get depends on what is changing:

If you object to a material change, your remedy is to cancel before it takes effect. Continuing to use the Platform after the effective date means you accept the change.

20Disputes and arbitration

READ THIS SECTION. IT AFFECTS HOW A DISPUTE BETWEEN YOU AND ADOPTIV IS DECIDED, INCLUDING YOUR RIGHT TO GO TO COURT AND TO HAVE A JURY HEAR YOUR CLAIM.

Binding arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or your use of the Platform, including any question about the scope of this arbitration agreement, will be decided by binding individual arbitration rather than in court.

Individual basis only. You and Adoptiv agree that any proceeding will be conducted only on an individual basis:

• No class actions. Neither party may bring a dispute as a class action, a representative action or a private attorney general action.
• No jury trial. Both parties waive the right to a jury trial for arbitrable disputes.

These waivers apply as far as the law allows. Nothing here waives a right that cannot be waived under the law where you live, including the EU Representative Actions Directive 2020/1828 and the UK Consumer Rights Act 2015.

Opting out. You may opt out of this arbitration agreement by sending written notice to legal@adoptiv.com within 30 days of first accepting these Terms. Include your full name and the email address on your Adoptiv account. Opting out does not affect any other part of these Terms.

Governing law and seat. These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law rules. Arbitration is under the AAA Commercial Arbitration Rules, seated in New Castle County, Delaware, United States, conducted in English, before a single arbitrator appointed by agreement. If the parties do not agree within 30 days, the arbitrator is appointed under those rules.

Small claims and injunctions. Either party may bring an individual claim in small claims court where it qualifies, and either party may seek injunctive relief in court to protect intellectual property or to stop unauthorised access.

21Governing law and mandatory rights

Subject to the arbitration section, these Terms are governed by the law of the State of Delaware, United States, without regard to conflict-of-law principles. Adoptiv Inc is a Delaware corporation and contracts with every customer from Delaware, wherever the customer is located.

Nothing in the disputes or governing law sections limits the mandatory rights of:

• individuals in the EEA, the United Kingdom and Switzerland under the GDPR, UK GDPR and FADP, including the right to complain to a supervisory authority
• California consumers under the CCPA and CPRA and the Consumers Legal Remedies Act
• residents of US states with their own privacy statutes, including Colorado, Connecticut, Virginia, Utah, Texas, Oregon, Montana, New Jersey, Delaware, Iowa, Tennessee, Indiana, Minnesota and Maryland
• consumers under any other mandatory consumer protection law that applies where they live

22Enterprise, reseller and public sector

White label and reseller. Qualifying Enterprise customers may deploy the Platform under their own brand, or resell subscriptions to end customers, under a separate white label or reseller agreement. Where one exists it takes precedence over these Terms for what it covers. A reseller is responsible for making sure its end customers comply with these Terms and with the law.

Master Services Agreement. An Enterprise customer may sign a Master Services Agreement that supplements or replaces parts of these Terms. Where an MSA exists, it controls for the subject matter it covers, and the rest of these Terms still applies.

DORA. For customers subject to the EU Digital Operational Resilience Act, Regulation (EU) 2022/2554, we offer a DORA addendum covering ICT risk management, incident reporting, resilience testing and subcontractor oversight. Request it from compliance@adoptiv.com.

Government. Use by a United States federal, state or local government body may need additional terms. Contact us before subscribing. We do not accept terms imposed unilaterally by a government body without a written agreement.

23Bring your own carrier

Enterprise customers may connect their own SIP trunk or carrier to the Platform under a separate configuration agreement. In that case:

• You are responsible for making sure your carrier is properly licensed everywhere your calls originate or terminate.
• We do not warrant call quality, completion rates or latency on a carrier you bring. Those are set by that carrier's network.
• The 99.9% commitment in the [Service Level Agreement](/legal/sla) covers Platform availability. It does not cover call quality or connectivity on your own carrier.
• You must hold the registrations and authorisations the relevant regulators require for the numbers you bring in, which may include NANPA and the FCC in the United States, the CRTC in Canada, Ofcom in the United Kingdom, ARCEP in France, BNetzA in Germany, ACMA in Australia, IMDA in Singapore, ANATEL in Brazil, IFT in Mexico, the TDRA in the United Arab Emirates and the CITC in Saudi Arabia.
• STIR/SHAKEN attestation on your traffic is your originating carrier's responsibility. We pass through the attestation level it supplies.
• Your configuration must not breach an interconnection agreement, a carrier contract or a numbering rule.

24General provisions

• Entire agreement. These Terms, the incorporated policies, your Order Form and any signed MSA or addendum are the entire agreement between us, and replace every earlier negotiation, representation and agreement on the same subject.
• Severability. If a provision is found invalid or unenforceable, it is limited or removed to the minimum extent needed and the rest stays in force.
• Waiver. Not enforcing a right does not waive it. A waiver must be in writing and signed by an authorised Adoptiv representative.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, reorganisation or sale of substantially all our assets, with notice to you.
• Notices. Legal notice to Adoptiv goes to legal@adoptiv.com, or in writing to Adoptiv Inc, 2810 N Church St STE 88783, Wilmington, DE 19802, United States, sent by a mail service that provides proof of delivery. Notice to you goes to the account administrator's email address.
• No third-party beneficiaries. These Terms benefit only the parties and their permitted successors. They create no right or remedy in anyone else.
• Relationship. The parties are independent contractors. Nothing here creates a partnership, joint venture, employment, franchise or agency relationship.
• Export and sanctions. You will comply with applicable export control and sanctions law, including the US Export Administration Regulations, the sanctions programmes administered by OFAC, and the UN Security Council consolidated list. You represent that you are not located in, controlled by, or a national or resident of a country under US trade embargo, and that you are not on a denied-party list.
• Counterparts and electronic signature. An Order Form may be signed in counterparts. Electronic signature, including click-to-accept, is valid and binding.
• Language. These Terms are written in English. If they are translated for convenience, the English version controls where there is a conflict.

25How to contact us

Adoptiv Inc, 2810 N Church St STE 88783, Wilmington, DE 19802, United States. Telephone +1 (636) 556 0022.