Vapi Terms of Service

Last Updated: September 14, 2026

Please read these Terms of Service, including our Data Processing Addendum ("DPA") and Privacy Policy carefully, as they constitute a legally binding agreement between Vapi Inc., a Delaware corporation ("Vapi," "we," "us" or "our") and an end-user and any employees, agents, contractors and any other entity on whose behalf the end-user accepts these terms (collectively, "you" and "your") and apply to your use of our website and Services (as defined below). As used herein, these Terms of Service, the DPA and Privacy Policy are collectively referred to as the "Terms". In case you are utilizing the Services as a representative of a party (e.g. your employer or customer, collectively the "Client"), your acceptance of these Terms also binds the Client.

This is a binding agreement. If you use the Services or click accept or agree to these Terms if presented to you in a user interface for the Services, you are legally bound by the obligations in these Terms. If you are entering into these Terms on behalf of a Client, you represent and warrant that you have the authority to bind the Client to these Terms, and any reference to "you" and "your" will refer and apply to that party. If you do not agree to all of these Terms, you shall not use the Service and you should not set up an Account (as defined below).

By agreeing to these Terms, you expressly agree that except for limited circumstances, the parties will only resolve disputes by arbitration, solely on an individual basis.

1. Acceptance of these Terms

By agreeing to these Terms, you also agree to abide by other Vapi rules and policies, including our Data Processing Agreement (which explains how we process your data) and our Privacy Policy (which explains what information we collect from you and how we protect it) that are expressly incorporated into and are a part of these Terms. Please read them carefully.

Once you accept these Terms you are bound by them until they are terminated. See Section 7 (Term and Termination).

2. Using the Services

a. Right to Use and License. Subject to your compliance with these Terms, Vapi hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable right to use the Services, solely for the purpose of deploying AI voice agents and solely in the manner described in these Terms and in any technical documentation contained in, or provided with, the Services (the "Documentation").

You acknowledge and agree that you are only being granted a right to use the Services and nothing is being sold to you. You do not acquire any ownership interest in the Services under these Terms, or any other rights thereto, other than to use the Service in accordance with the use rights specified and other terms, conditions, and restrictions of these Terms. We reserve all other rights that are not granted in these Terms.

See Section 4 for more details on your use and Intellectual Property Rights (as defined) under these Terms.

b. What We Provide. The Services include but are not limited to a hosted software solution ("Platform") that allows you to create, test, manage and optimize voice agents that can interact with your customers and stakeholders and respond to queries by such individuals in the most realistic manner possible.

c. Third-Party Services. Our Services include a control layer that enables you to orchestrate AI-enabled voice agents using capabilities provided by third-party services, platforms, models, infrastructure providers, and integrations, each a "Third-Party Service." Third-Party Services that provide speech-to-text, text-to-speech, large language model, or other artificial intelligence capabilities are each also a "Model Provider." A Model Provider may fall within any of the three categories described below. Section 4(d) governs model training and the data controls applicable to Model Providers.

Third-Party Services fall into three categories:

  1. Vapi Subprocessors. Certain Third-Party Services are engaged by Vapi to provide the core Services. These providers are our "Vapi Subprocessors" and are listed in our Customer Trust Portal. Vapi Subprocessors are governed by our Data Processing Addendum.
  2. Optional Providers. Certain Third-Party Services may be made available through the Services for you to enable, configure, or use from time to time, each an "Optional Provider". A current, illustrative list of Optional Providers is published on the Customer Trust Portal.
  3. Customer-Managed Providers. Certain Third-Party Services may be separately procured by you and connected to the Services using your own API keys, credentials, accounts, or configurations, each a "Customer-Managed Provider."

When you use the Services, Vapi may transmit, route, or otherwise make available Your Content to the Third-Party Services that process your requests. Each Third-Party Service is subject to its own terms, policies, and data practices. Vapi does not make any representations or warranties on behalf of any Third-Party Service and is not the agent, reseller, partner, or representative of any Third-Party Service.

With respect to each Optional Provider and Customer-Managed Provider, you acknowledge and agree that:

(i) by enabling, configuring, connecting, or transmitting data to or from such provider through the Services, you instruct and authorize Vapi to transmit, receive, and route Your Content to and from that provider on your behalf;

(ii) such provider acts as your third-party service provider, independent controller, processor, subprocessor, or other role, as applicable, and not as a subprocessor of Vapi;

(iii) you are solely responsible for reviewing, entering into, and complying with all applicable agreements, terms of service, acceptable use policies, privacy policies, data-processing terms, and cross-border transfer mechanisms applicable to such provider;

(iv) you are solely responsible for procuring, maintaining, securing, and paying for your accounts, subscriptions, credentials, configurations, permissions, and usage with such provider; and

(v) you are solely responsible for ensuring that such provider is compatible with the Services, is configured correctly, and conforms to the specifications and requirements in Vapi's published documentation.

Vapi does not control, and is not responsible for, any Optional Provider or Customer-Managed Provider, including its availability, performance, security, functionality, legality, accuracy, outputs, data handling practices, or compliance with applicable laws, including data protection laws. Any service levels, warranties, support commitments, indemnities, or other obligations of Vapi under these Terms do not apply to, and Vapi will not be liable for, any issue, claim, loss, delay, failure, or damage caused by or arising from any Optional Provider or Customer-Managed Provider, including your use, configuration, or connection of such provider.

You will indemnify, defend, and hold harmless Vapi and its affiliates, officers, directors, employees, and agents from and against any losses, liabilities, damages, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) your selection, enablement, configuration, connection, or use of any Optional Provider or Customer-Managed Provider; (b) your breach of any terms, policies, or agreements applicable to any Optional Provider or Customer-Managed Provider; (c) Your Content as transmitted to, processed by, or returned from any Optional Provider or Customer-Managed Provider; or (d) any claim by an Optional Provider, Customer-Managed Provider, or other third party arising from your use of such provider through the Services.

d. Use Restrictions. You agree to not, directly or indirectly (and will not permit any third party) to:

  1. do anything with the Services other than use them for your own use as intended under these Terms, including not to license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services;
  2. use the Services in any way that would violate applicable law or otherwise give rise to criminal or civil liability;
  3. create AI voice agents using our Services for any illegal purpose
  4. use Vapi's name, trademarks, service marks, trade names, designs, logos, photos, or any other materials we make available via the Services, except as allowed by these Terms;
  5. remove, alter or destroy any copyright notices or other proprietary markings (trademarks, service marks or other proprietary notices) contained on or in the Services or infringe Vapi's Intellectual Property Rights (as defined below);
  6. copy, modify, translate, adapt, merge, archive, download, upload, disclose, distribute, sell, lease, syndicate, broadcast, perform, display, make available, make derivatives of, or otherwise use the Services or its content on the Services, other than as expressly permitted by these Terms or enabled by the Services' intended functionality, except to the extent the foregoing restrictions are expressly prohibited by applicable law;
  7. reverse engineer, duplicate, decompile, disassemble, or decode any part of the Vapi Software we provide or the Services, or otherwise extract the source code of the software of the Service;
  8. use any robot, spider, crawler, scraper, avatar, miner or other manual or automated means to access the Services, "scrape" or download data from any part of our Platform or our website, or extract any information that doesn't relate to Your Content;
  9. upload viruses or other malicious code or otherwise compromise, bypass, or circumvent the security of the Services;
  10. disrupt or hinder (or try to do so) any of the Service's web pages, connected servers or networks, or technical systems of a Provider, or not follow protocols or guidelines linked to the Service;
  11. try to detect, scan, or test any vulnerabilities of the Services or any of our or our Provider's system or network, or breach or override any security or authentication protections for the Services;
  12. pretend to be someone else or falsely represent your association with any other entity;
  13. access the Service in ways that are not authorized by these Terms; or
  14. leverage the Service to produce datasets for neural network training, machine modeling, or developing templates or products for third-party.
  15. use the Services in a manner that violates the Health Insurance Portability and Accountability Act (HIPAA) or the Payment Card Industry Data Security Standard (PCI DSS). Specifically, you may not submit, transmit, or store protected health information ("PHI") through the Services unless you have executed a Business Associate Agreement ("BAA") with Vapi and have enabled HIPAA Mode within the Services. You may not submit, transmit, or store payment card information ("PCI Data") through the Services unless you have separately agreed in writing with Vapi on the applicable scope, controls, and obligations. Enabling a technical setting within the Services does not, by itself, render Vapi a HIPAA business associate or a PCI service provider. Failure to comply with the foregoing constitutes a material breach of these Terms, and you acknowledge that Vapi is not responsible for your failure to comply with HIPAA or PCI requirements.

In all cases, Vapi will reasonably determine, in good faith, whether any action of an end-user violates the above rules. Violation of the above rules is a breach of these Terms.

For purposes of these Terms, Vapi Software means the client-side software or application made available by Vapi for you to install or execute as part of the Services.

e. Service Updates. You understand that the Services will evolve from time to time. You acknowledge and agree that Vapi may update the Services on the Platform with or without notifying you, including adding or removing features, products, or functionalities. Vapi may also require you to accept updates to the Vapi Software that you have installed on your System as applicable.

f. Fees. Usage of our Services is subject to the fees that are set out on our website.

Nothing prevents us from revising the monthly fees charged for our Services, or introducing new features and benefits and charging additional amounts. Your costs under any subscription to our Services will not change until your then current term of subscription (e.g. if you are a monthly subscriber, then at the end of the month we revise our fees). If we introduce material changes to pricing, we will notify you in advance and will provide you an option to cancel the Services.

For Services that are not consumption-based, Vapi may, in its sole discretion, offer a refund upon termination; where a refund is offered, it will be calculated on a pro-rata basis according to the number of unused days remaining in the applicable plan term as of the effective date of cancellation, regardless of the customer's actual usage of any plan feature, entitlement, or service during that period. This paragraph does not apply to fees calculated on a consumption or usage basis (including per-minute or metered charges under Section 10(d)), which are earned as incurred and are non-refundable except as required by law. Nothing in this paragraph limits or expands any refund obligation expressly set forth elsewhere in these Terms, including Sections 7(b) and 9(c).

3. Creating an Account

a. Registration. To access the Services, you must register and obtain login credentials for an account ("Account") and provide information as prompted by the account registration flow. You represent and warrant that: (a) all registration information you submit is truthful and accurate; and (b) you will maintain and promptly update such information to keep it true, accurate, current and complete. You may delete your Account at any time, for any reason in accordance with Section 7(c).

b. Eligibility. The Services are only available to end-users who can form legally binding contracts under applicable law. By accessing or using the Services, you represent and warrant that you are at least 18 years of age or over the age of majority in the state or country where you are a resident or citizen. You are not eligible to be a Client or an end-user if you are barred from using the Services under the laws of the United States or any other applicable jurisdiction, including pursuant to Section 15 (Export Control) in these Terms.

c. User Information & Credentials. When you create an Account with Vapi, you will be asked to choose a username and password. You acknowledge and agree that you are exclusively responsible for the security and confidentiality of your login credentials and for all use of the Services and all related charges that may arise from such use of the Services in connection with your login credentials, with or without your knowledge. You may not share your Account or password with anyone, and you agree to notify Vapi immediately of any actual or suspected unauthorized use of your Account, your password or any other breach of security as related to the Services, including on any hardware device which you may use to access our Services. Each end user must maintain their own credentials.

4. Intellectual Property Rights, Ownership and Grants

a. Your Content. When you utilize our Service, all materials uploaded to or transmitted via the Platform is your content ("Your Content"). You represent that you have all authorizations necessary to upload Your Content and you own all rights and title in Your Content, including any Intellectual Property Rights (as defined). Vapi does not claim any ownership of Your Content or assert any rights under your Intellectual Property Rights other than as granted under these Terms. As between you and Vapi, you also own all information, code, images, reports, summaries, transcripts, recordings, audio, works of authorship and other materials generated or produced by the Services on your behalf ("Output"), except to the extent such Output incorporates any templates, pre-existing materials, or Intellectual Property Rights of Vapi or its licensors. For clarity, to the extent the Services perform or implement decisions, recommendations, or actions on your behalf (including automated or user-configured workflows) ("Service Actions"), such Service Actions do not constitute Output and are deemed to be performed on your behalf; you are responsible for and retain all rights and obligations with respect to such Service Actions and their outcomes. References to "Your Content" in these Terms include Output unless the context otherwise requires.

b. Rights You Grant Us.

  1. You hereby grant Vapi a worldwide, royalty-free, sublicensable license to host, store, cache, use, display, reproduce, modify, adapt, edit, analyze, transmit, and distribute ("Handle") Your Content during the Term. This license to Handle is solely for the purpose of us and the Third-Party Services providing you the Services.

    The specific information you permit us to Handle is determined by customizable settings that are in your control.
  2. Data Management Controls

    Depending on the Service tier selected, you may have access to one or more of the following data management features:
    1. Data residency control: We offer the ability to select designated geographic regions for the hosting and primary processing of Your Content. We will ensure that Your Content is stored and processed in the selected region, except where limited cross-border transfers are necessary for the provision, support, security, or maintenance of the Services, and in each case subject to appropriate safeguards and applicable data protection laws.
    2. Zero Data Retention (ZDR): When ZDR is enabled, we do not store any call data, including transcripts, audio stream, or logs beyond the scope of the interaction on the Platform after call completion. ZDR governs our storage of call data on the Platform. Where supported by the applicable Model Provider and service plan, we will also enable the corresponding zero-retention or no-storage controls that such Model Provider makes available.
    3. HIPAA Mode: With HIPAA enabled, all data is processed and stored in a HIPAA compliant manner after the call is completed, including but not limited to audio stream, transcripts, and metadata as per our retention policy, or by you.
    We use Your Content to: (a) provide and maintain the Services, and (b) improve, enhance, and optimize the performance of the service and call improvement-related features, including, without limitation, speech recognition accuracy, end-of-turn detection, interruption detection, and latency reduction, provided that such processing is conducted in a manner that does not identify the business or the caller and does not disclose business' proprietary information.

    We do not share Your Content with third-party services for their independent model training purposes. In certain cases, you may request that we use Your Content to enhance or tailor the Services for your specific use cases. In such instances, we will use Your Content solely to improve Services that benefit you and only with your explicit permission. Section 4(d) governs model training and the data controls applicable to Model Providers, including Model Providers made available as Optional Providers or connected by you as Customer-Managed Providers.
  3. If you provide any oral or written suggestions, recommendations, ideas, documents or proposals to Vapi to modify, improve, enhance, or otherwise change the Services ("Feedback"), you agree that Vapi shall own all right, title, and interest in and to such Feedback, including all intellectual property rights therein, and Vapi may incorporate such Feedback into its products without restriction and without any financial obligation to you.

c. Vapi's Rights. The Services utilize technology and capabilities and contain certain materials provided by us as well as our licensors, including but not limited to, all proprietary LLM, content, information, software, images, text, graphics, illustrations, logos, and (as applicable) audio and video. Vapi and its licensors reserve all ownership and Intellectual Property Rights to all parts of our Services. For the purposes of these Terms, "Intellectual Property Rights" means all (i) patents, patent disclosures, and inventions (whether patentable or not), (ii) trademarks, (iii) copyrights and copyrightable works (including computer programs), and rights in data and databases, and (iv) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. Your use rights, as set out under Section 2 above, are subject to compliance with these Terms and as applicable payment of the applicable fees.

d. Rights Granted to Third Parties; Model Providers and Model Training

Each Third-Party Service that delivers part of the Services requires rights to Handle Your Content in order to provide the capability you have selected, and each is subject to its own contractual terms. You should review the terms of service or equivalent agreement applicable to each Third-Party Service you elect to use for transcription, large language model, and voice generation capabilities. Vapi does not monitor, and makes no guarantee or warranty regarding, any Third-Party Service's compliance with its contractual or legal obligations.

Where Vapi makes a Model Provider available as a Vapi Subprocessor, Vapi's use of that Model Provider is governed by the commercial agreement between Vapi and that Model Provider, including any applicable data processing addendum. Where supported by the applicable Model Provider and service plan, Vapi will configure the data controls that such Model Provider makes available relating to model training and improvement in a manner consistent with Vapi's privacy commitments.

Where a Model Provider is made available as an Optional Provider, or is connected by you as a Customer-Managed Provider, the Model Provider is enabled at your direction and is subject to that provider's own terms, privacy policies, and data processing practices. Vapi does not make any independent representation or warranty regarding the model training, data retention, or data use practices of any Optional Provider or Customer-Managed Provider, and you are solely responsible for evaluating each such provider, including its model training and retention practices, prior to enabling or using it.

5. Aggregate Stats

Vapi shall monitor your use of the Services, including the Platform, and collect and compile data and information related to all such use in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform ("Aggregated Statistics"). Such Aggregated Statistics are wholly owned by Vapi with all rights reserved and may be used for operating, developing, providing, promoting, and improving the Services. For the avoidance of doubt, Aggregated Statistics will not include Your Content, your Proprietary Information, personal data, or any information that identifies you or your end users, and will be de-identified such that they cannot reasonably be used to re-identify any individual or business.

6. Communications

By entering into these Terms or using the Services, you agree to receive communications from us, including via email, and/or push notifications. Communications from us may include, but are not limited to, operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, and news concerning Vapi and industry developments.

7. Term and Termination

a. Term. These Terms commence on the earlier of the date you first opened an Account to use the Services or the date when you accepted these Terms, and these Terms will remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Section.

b. Termination by Vapi. Vapi may immediately and without notice suspend the Services, in whole or in part, if (i) Vapi is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), (ii) your use of the Services poses a security risk, may adversely affect Vapi's systems or other customers, or may subject Vapi to material legal liability, or (iii) it is commercially impracticable for Vapi to provide the Services. Other than in the circumstances described in the preceding sentence, Vapi may terminate the Services for your material breach of these Terms only after providing you with written notice (which may be by email to the address associated with your Account) describing the breach with reasonable specificity and a period of at least ten (10) days to cure such breach; if the breach is not cured within that period, Vapi may terminate the Services upon written notice.

Vapi will exercise its termination rights reasonably and in good faith and, except as provided in the next sentence, will not be liable to you or any third party for any termination of your Account exercised in accordance with these Terms. If Vapi terminates your Account other than for your material breach or for the reasons described in clauses (i)–(iii) of Section 7(b) above, Vapi shall refund you any prepaid amount, on a pro-rata basis, for any duration of the term of subscription to our Service which remains after the termination of your Account.

c. Termination by You. Other than the clauses which survive any expiry or termination of these Terms, these Terms (with surviving terms excepted) shall not apply to you upon your notice to us requesting Services no longer be provided.

d. Effect of Termination. If Services are terminated for any reason, your use rights shall cease and you may not be able to access your Account and all related information or files associated with or inside your Account (or any part thereof) may be deleted. Vapi will not have any liability whatsoever to you for any suspension or termination.

e. Survival. The following Sections shall survive any termination of your use right: This Section 7(e), Sections 2(c), 4, 7(d), 9, 10, 11, 12, 14, 16, 17, 18 and 19 and any Section that should reasonably be expected to survive termination.

8. Changes to Terms

These Terms are subject to occasional revision by Vapi. When changes are made, Vapi will make a new copy of these Terms of Service available on the website and within the Platform. We will also update the date at the top of these Terms. If we make any substantial changes, and you have registered with us to create an Account, we will also send an email to you at the last e-mail address you provided to us to notify you. Any changes to these Terms will be effective immediately for new registered users of the Services and will be effective 30 days after posting notice of such changes on the website for existing registered users, provided that any material changes will be effective for registered users who have an Account with us upon the earlier of 30 days after posting notice of such changes on the website or 30 days after dispatch of an e-mail notice of such changes to registered users. Vapi may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. IF YOU DO NOT AGREE TO ANY CHANGES AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU WILL STOP USING THE SERVICES. OTHERWISE, YOUR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

9. Indemnity

a. Your Indemnification Obligation. You agree, to the extent permitted by law, to indemnify, defend, and hold harmless Vapi, our directors, officers, stockholders, employees, licensors, providers, and agents ("Vapi Parties") from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) your breach of these Terms, any rights of another party, or any applicable law or regulation, including but not limited to the Telephone Consumer Protection Act of 1991 (TCPA), the Telemarketing and Consumer Fraud and Abuse Prevention Act, and their implementing regulations; or (c) your negligence or willful misconduct. Vapi reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Vapi in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, these Terms and/or your access to the Services.

b. Indemnification by Vapi. Vapi will defend, indemnify and hold harmless each you and as applicable your officers, directors, employees, contractors and licensors (collectively, "Subscriber Indemnitees"), from and against any costs, damages (including reasonable attorneys' fees) that are awarded in final judgment against or paid in settlement in connection with any action or suit brought against a Subscriber Indemnitee by a third party based upon a third-party claim that the Services, as provided by Vapi pursuant to these Terms (exclusive of any Your Content), infringe any trade secret, copyright, trademark, or patent issued or registered in the United States, the United Kingdom, the European Union, or any other jurisdiction in which Vapi makes the Services generally commercially available, or misappropriate any trade secret recognized under the laws of any such jurisdiction. Subscriber Indemnitees agree to provide Vapi reasonable cooperation, at Vapi's expense, in the defense and settlement of such claim, and Vapi shall have sole authority to defend or settle such claim, provided no settlement shall require payment or a confession or admission of fault by any Subscriber Indemnitees or require any Subscriber Indemnitee to take (or refrain from taking) any action without the applicable Subscriber Indemnitee's prior written consent.

c. Injunctions. If your use of the Services is, or in Vapi's reasonable opinion is likely to be, enjoined due to claims specified in Section 9(b), then Vapi may at its sole option and expense (without limiting Vapi's indemnity obligation to Subscriber Indemnitees): (a) replace or modify the Services to make them non-infringing and of substantially equivalent functionality; (b) procure for you the right to continue using the Services under these Terms; or (c) terminate your rights and Vapi's obligation under these Terms with respect to Services and refund to you a pro-rata portion of the fees paid in advance by you in respect of the Services.

d. Exclusions. Notwithstanding the terms of Sections 9(b) (Indemnification by Vapi) and 9(c) (Injunctions), Vapi will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (a) any modification or alteration of the Services by Subscriber Indemnitee or existing employees, agents or contractors other than as permitted in these Terms, or any user's failure to reasonably safeguard login credentials, if such claim would not have occurred but for such modification or alteration, or (b) Subscriber's or a user's use of the Services other than as permitted in these Terms.

e. Sole Remedy. THE FOREGOING STATES THE ENTIRE OBLIGATION OF VAPI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PERMITTED CONTRACTORS, AND LICENSORS WITH RESPECT TO ANY INFRINGEMENT OR MISAPPROPRIATION OF SUCH THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

10. Disclaimer of Warranties and Conditions.

a. You expressly understand and agree that, to the extent permitted by applicable law, your use of the Services is at your sole risk, and the Services are provided on an "as is" and "as available" basis, with all faults. Vapi expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

b. Except as explicitly provided hereunder, Vapi makes no representation, warranty, or condition with respect to the Services, including but not limited to, the quality, effectiveness, and other characteristics of the Services, and of those of the Third-Party Services. Except as provided under a service level agreement, Vapi makes no representation or warranty that the Services will be uninterrupted, error-free, or timely. The Services may be subject to delays, cancellations and other disruptions.

c. No advice or information, whether oral or written, obtained from Vapi or through the Services will create any warranty not expressly made in these terms.

d. Unless you have limited the traffic flow to certain limits, we do not stop incoming voice calls to our Platform. As such, you are responsible for payment of all the minutes utilized on our Platform, regardless of whether the voice traffic exceeded your contemplation.

11. Limitation of Liability

a. Disclaimer of Certain Damages. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL A PARTY BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES.

b. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WILL NOT BE LIABLE BEYOND THE GREATER OF (i) $100 USD, OR (ii) THE AMOUNT PAID OR PAYABLE FROM YOU TO US IN THE 12 MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.

NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

12. Governing Law and Dispute Resolution

a. Governing Law. These Terms and all related orders and subscriptions related hereto, and all matters arising out of or relating to these Terms, are governed by, and construed in accordance with, the laws of the State of California, without giving effect to the conflict of laws provisions thereof.

b. Arbitration. You and Vapi agree that any controversy, allegation, or claim that arises out of or relates to the Service, these Terms, or any additional terms, whether heretofore or hereafter arising (collectively, a "Dispute") arising out of will be resolved by binding arbitration, rather than in court, except for: (1) any controversy, allegation, or claim that arises out of or relates to our actual or alleged intellectual property rights; (2) any claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; (3) any claim for equitable relief.

c. Informal Dispute Resolution. You and Vapi agree that good faith informal efforts to resolve disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Vapi therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court (which you agree shall only be done in the city of San Francisco, California) if a party so elects), we will personally meet or confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this clause ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference at your cost, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which will occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Vapi that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@vapi.ai. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your dispute. Your email must be followed up with a written mailed notice to our address at support@vapi.ai.

d. Waiver of Jury Trial. YOU AND VAPI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. RATHER YOU AND VAPI ELECT THAT ALL DISPUTES WILL BE RESOLVED BY ARBITRATION UNDER THIS TERMS, EXCEPT AS SET FORTH UNDER SECTION 12(B) ABOVE.

e. Waiver of Class and Other Non-Individualized Relief. YOU AND VAPI AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 12(B), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

f. Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision in these Terms with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Section 12 and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Vapi agree that either party will have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the AAA Commercial Arbitration Rules then in effect in the city of San Francisco, California, by one arbitrator alone and such arbitrator will have exclusive authority to resolve any dispute, including, without limitation, disputes arising out of or related to the interpretation or application of this Section 12, including the enforceability, revocability, scope, or validity of the arbitration requirement or any portion of this Section 12.

13. International Use

The Services can be accessed from countries around the world and may contain references to features and services that are not available in your country. Vapi makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local laws. If you are using the Services and are not in the United States, you agree that the location for dispute resolution is acceptable to you and that you will not challenge the forum as being inconvenient for you.

14. Severability, Waiver

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

15. Export Control

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law. You acknowledge and agree that products, services or technology provided by Vapi are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Vapi products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

16. Notice

All notices required or permitted under these Terms will be in writing, will reference these Terms, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally recognized express courier, with written confirmation of receipt; (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) when sent by email, on the date the email was sent if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party. In the event that the last e-mail address you provided to Vapi is not valid, or for any reason is not capable of delivering to you any notices required/permitted by these Terms, Vapi's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Vapi at the following email address: support@vapi.ai

17. Assignment

These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Vapi's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Vapi may assign these Terms and any other right or obligation, without your consent, (i) to any affiliate, or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity, in each case with notice to you.

18. Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

19. Source code disclosures

Vapi incorporates open source software under multiple permissive licenses. This website, the Services, the Platform, and any distributions of Vapi's Software may include certain third-party libraries licensed under the Mozilla Public License 2.0 (MPL 2.0). The source code of these libraries is available as required by the license. The following is a list of the MPL 2.0 licensed libraries included in Vapi's Software:

The Mozilla Public License 2.0 permits you to use, modify, and distribute the code under the conditions of the license. A copy of the license is available at https://www.mozilla.org/en-US/MPL/2.0/

20. Final Terms

These Terms, along with any Vapi ordering document such as master agreement, or as found on Vapi's website, make up the final, entire, and exclusive agreement between you and Vapi with respect to the subject matter hereof and supersede any prior agreements and discussions, both written and oral, with respect to such subject matter. No purchase order or other document issued by you in respect of our Services shall control. In the event of a conflict or inconsistency among the components of these Terms, the following order of precedence shall govern, in descending order: (1) any executed Order Form between you and Vapi; (2) any executed Master Services Agreement between you and Vapi; (3) the DPA, with respect to the processing of personal data; (4) these Terms of Service; and (5) the Privacy Policy.

21. Contact Us

Vapi welcomes comments, questions, concerns, or suggestions. Please send us any inquiries at support@vapi.ai or find more information about us by visiting our Documentation.