Terms of Service

DataBillity, Inc. · doing business as Billity AI

Effective date: April 1, 2026 · Last updated: May 9, 2026 · Version 1.5

IMPORTANT — PLEASE READ CAREFULLY. These Terms of Service (“Terms”) constitute a legally binding agreement between you and DataBillity, Inc., doing business as Billity AI. By accessing or using the Billity AI Platform, you agree to be bound by these Terms, our Privacy Policy (available at privacy.billity.ai), and any applicable Order Form, Data Processing Agreement, or Subscriber Agreement (collectively, the “Agreement”). If you do not agree to these Terms, you must not access or use the Platform.

1. Definitions

The following capitalized terms have the meanings set forth below. Additional terms may be defined in context throughout these Terms.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of fifty percent (50%) or more of the voting interests.
“Billity AI,” “we,” “us,” or “our” means DataBillity, Inc., a Delaware corporation doing business as Billity AI.
“Billity Bot” means an AI-powered conversational agent created using the Platform’s no-code Bot Builder and deployed by a Subscriber across one or more Channels.
“Channel” means any touchpoint through which the Platform delivers services, including web widgets, Shopify storefronts, mobile applications, onsite check-in kiosks, event terminals, digital-out-of-home (DOOH) screens, SMS messaging, and third-party integrations.
“Customer Data” means all data, including Personal Data, that a Subscriber or its End Customers transmit to, store in, or generate through the Platform.
“End Customer” means an individual whose data is processed through the Platform as a result of their interaction with a Subscriber’s Channels.
“Messaging Services” means the SMS and MMS messaging capabilities provided through the Platform via a third-party messaging connectivity provider designated by Billity AI (the specific vendor may change), including inbound and outbound text messaging, 10DLC number provisioning, and related messaging infrastructure.
“Network” means the collective group of Subscribers participating in the Billity AI ecosystem who may, subject to consent requirements, share data and receive cross-network enrichment services.
“Order Form” means a mutually executed document specifying the subscription tier, pricing, term, and any special terms applicable to a Subscriber’s use of the Platform.
“Persona” means an anonymized or aggregated customer archetype generated by the Platform from transactional and behavioral data. A Persona does not contain Personal Data and cannot be used to identify or re-identify any individual.
“Personal Data” has the meaning set forth in the Privacy Policy and includes any information that identifies, relates to, or could reasonably be linked to an identified or identifiable natural person.
“Platform” means the Billity AI software-as-a-service platform, including the data ingestion engine, customer data enrichment engine, consent management backbone, Billity Bot Builder, Messaging Services, analytics dashboard, all APIs, SDKs, widgets, plugins, and related documentation.
“Subscriber” means a business entity that has executed an Order Form or otherwise agreed to these Terms and uses the Platform to capture, manage, analyze, or activate customer data.
“Subscription Term” means the period during which a Subscriber is entitled to access and use the Platform, as specified in the applicable Order Form.

2. Acceptance and Eligibility

2.1 Acceptance

By clicking “I Agree,” executing an Order Form, or accessing or using the Platform, you represent and warrant that you have the legal authority to bind the entity on whose behalf you are accepting these Terms, and that such entity agrees to be bound by these Terms in their entirety.

2.2 Eligibility

The Platform is designed for use by businesses and their authorized representatives. You must be at least eighteen (18) years of age and have the legal capacity to enter into binding agreements in your jurisdiction. The Platform is not directed at consumers under the age of sixteen (16), and we do not knowingly collect Personal Data from children, consistent with Section 17 of our Privacy Policy.

2.3 Modifications to Terms

We may update these Terms from time to time. When we make material changes, we will provide at least thirty (30) days’ advance notice to Subscribers through the Platform or by email to the account administrator. Continued use of the Platform after the effective date of any modification constitutes acceptance of the updated Terms. If you do not agree to the modified Terms, your sole remedy is to terminate your subscription in accordance with Section 14.

3. Platform License and Access

3.1 License Grant

Subject to your compliance with these Terms and payment of all applicable fees, Billity AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the Subscription Term solely for your internal business purposes as described in the applicable Order Form.

3.2 Scope of Use

Your license includes the right to:

• Configure and deploy Billity Bots across authorized Channels, including SMS.
• Ingest, store, and process Customer Data through the Platform’s data ingestion and enrichment engines.
• Access the analytics and intelligence dashboard for insights derived from your Customer Data.
• Use the consent management backbone to capture, manage, and audit End Customer consent.
• Participate in the Billity AI Third-Party Data Sharing Network, subject to execution of the separate, voluntary Third-Party Data Sharing Network Participation Agreement (“Network Agreement”) and applicable End Customer consent requirements.
• Use the Messaging Services to send and receive SMS/MMS messages to and from End Customers, subject to Section 9.

3.3 Restrictions

You shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or underlying architecture of the Platform.
• Copy, modify, adapt, translate, or create derivative works based on the Platform, except as expressly permitted by these Terms.
• Sublicense, sell, resell, lease, rent, loan, distribute, or otherwise commercially exploit the Platform to or for the benefit of any third party, except in the ordinary course of providing services to your End Customers.
• Use the Platform to build a competing product or service, or to benchmark the Platform for competitive purposes.
• Remove, alter, or obscure any proprietary notices, labels, or markings on the Platform.
• Use the Platform in violation of any applicable law, regulation, or third-party right.
• Transmit any malicious code, virus, worm, or harmful technology through the Platform.
• Exceed the usage limits, API rate limits, or seat counts specified in your Order Form or subscription tier.

3.4 Subscription Tiers

The Platform is offered at the following subscription tiers, each with defined feature sets, usage limits, and pricing as further described on the Billity AI website, in-product onboarding (including plan selection), and the applicable Order Form:

• Standard (starting at $99/month): Core platform access for organizations getting started with the Platform.
• Pro (starting at $299/month): Expanded capabilities for growing businesses, including broader usage limits and integrations.
• Premium (starting at $899/month): Advanced features and higher limits for scaling teams.
• Enterprise (custom pricing): Tailored solutions for large organizations, including custom configurations, dedicated support, SLA commitments, and premium features as set forth in the applicable Order Form.
  Feature availability, usage limits, and pricing for each tier are subject to change with thirty (30) days’ notice. The terms of your current Order Form will govern for the duration of the then-current Subscription Term.

3.5 Enterprise Custom Terms

Enterprise Subscribers may negotiate custom terms that modify or supplement the standard provisions of these Terms. Enterprise customizations are documented exclusively in the applicable Order Form or a separate Enterprise Addendum executed by both parties, and may include:

• Custom Pricing and Volume Commitments: Enterprise pricing is determined on a case-by-case basis and may include volume-based discounts, annual prepayment discounts, multi-year commitments, blended per-API-call rates, and custom Messaging Services rate cards. Custom pricing terms are binding only when specified in a signed Order Form.
• Custom Feature Development: Enterprise Subscribers may request custom feature development, integrations, data connectors, or AI model fine-tuning beyond the standard Platform capabilities. Custom development work is scoped, priced, and delivered under a separate Statement of Work (“SOW”) attached to the Order Form. Unless expressly stated otherwise in the SOW: (i) Billity AI retains all intellectual property rights in custom-developed features, integrations, and code; (ii) Subscriber receives a non-exclusive license to use custom features for the duration of the Subscription Term; and (iii) Billity AI may incorporate custom features or derivative concepts into the general Platform for the benefit of all Subscribers.
• White-Label and Co-Branding: Enterprise Subscribers may license the right to white-label or co-brand Billity Bots, widgets, check-in applications, and other customer-facing Platform components under the Subscriber’s own brand identity. White-label rights, branding guidelines, and trademark license terms are specified in the applicable Order Form or brand license addendum.
• Dedicated Infrastructure: Enterprise Subscribers may request dedicated or isolated infrastructure (including dedicated database instances, isolated compute environments, or region-specific data residency) beyond the standard multi-tenant Platform architecture. Dedicated infrastructure is priced separately and specified in the Order Form.
• Custom SLA and Support: Enterprise Subscribers may negotiate enhanced service level agreements, including uptime commitments exceeding the standard 99.9% target, defined response and resolution times for support tickets, dedicated account management, named support contacts, and on-call escalation procedures. Custom SLA terms are specified in the Order Form and, where they conflict with Section 11 of these Terms, the Order Form prevails.
• Custom Data Handling and Retention: Enterprise Subscribers may negotiate custom data retention periods, data residency requirements, enhanced encryption standards, custom audit rights, and specific data deletion or return procedures that differ from the standard provisions of these Terms and the Privacy Policy. Custom data handling terms are specified in the DPA or Order Form.
• Custom AI Model Integration: Enterprise Subscribers may integrate proprietary AI models, custom training data, or third-party AI services with the Platform under the terms described in Section 7.7. Enterprise-specific AI governance requirements, model audit rights, and explainability commitments may be negotiated and documented in the Order Form or a separate AI Governance Addendum.
  In the event of a conflict between these Terms and the terms of an Enterprise Order Form, SOW, or Enterprise Addendum, the Enterprise-specific document shall prevail to the extent of the conflict, except that the Privacy Policy shall prevail for all matters of data subject rights and regulatory compliance, and Section 7.8 (Prohibited AI Uses) may not be waived or modified by any Enterprise agreement.

4. Subscriber Obligations

4.1 Account Responsibilities

You are responsible for maintaining the confidentiality and security of your account credentials, including all login information for OWNER and ADMIN roles. You must promptly notify Billity AI of any unauthorized access to or use of your account. You are liable for all activity that occurs under your account.

4.2 Lawful Use and Data Accuracy

You represent and warrant that your use of the Platform, including all Customer Data transmitted to the Platform, complies with all applicable laws, regulations, and industry standards. You are solely responsible for the accuracy, quality, integrity, and legality of Customer Data and for the means by which you acquired such data.

Organization profile and billing. You represent that organization profile information you maintain in the Platform (including business address, country, and tax or billing identifiers you provide) is accurate and kept current. Material changes to your organization’s country or billing location may affect tax, invoicing, and how certain features are described to you; you are responsible for aligning payment and billing records with your payment provider. Where the Platform provides separate controls for SMS, messaging, or campaign registration (including country or jurisdiction for messaging compliance), those controls govern messaging compliance defaults—not your organization profile country alone. You may not use organization profile information to misrepresent your location for improper tax or regulatory advantage.

4.3 Consent Obligations

As described in Section 7 (Consent Framework) and Section 20 (Subscriber Obligations) of the Privacy Policy, you are responsible for:

• Obtaining all required consents from End Customers prior to transmitting their Personal Data to the Platform, in accordance with the layered consent model described in the Privacy Policy.
• Providing End Customers with clear, prominent notice at or before the point of collection describing the data collected, the parties with whom it will be shared (including Billity AI), and the purposes of sharing.
• Sending follow-up communications to End Customers confirming consent, providing a full copy of or link to the applicable privacy notice, and providing instructions for exercising their rights.
• Promptly notifying Billity AI when an End Customer withdraws consent, and ceasing the flow of that End Customer’s data to the Platform.
• Entering into a Data Processing Agreement (“DPA”) with Billity AI, as required.
• Obtaining separate, channel-specific SMS consent as described in Section 9.3, which is independent of and in addition to general data processing consent.

4.4 Prohibited Content and Conduct

You shall not use the Platform to:

• Transmit or store data that you do not have the right to collect, use, or share.
• Engage in any activity that is deceptive, fraudulent, harassing, defamatory, or otherwise unlawful.
• Transmit sensitive Personal Data (as defined in the Privacy Policy, Section 4.3), including financial account credentials, government-issued identification numbers, biometric data, or health information, unless explicitly authorized under a separate written agreement.
• Attempt to circumvent the Platform’s consent management controls, data isolation mechanisms, or SMS opt-out processing.
• Use Billity Bots to generate content that is misleading, discriminatory, harmful, or that violates applicable consumer protection laws.
• Send unsolicited text messages or messages containing prohibited content categories (see Section 9.4).

5. Customer Data and Intellectual Property

5.1 Ownership of Customer Data

As between you and Billity AI, you retain all right, title, and interest in and to your Customer Data. Nothing in these Terms transfers ownership of Customer Data to Billity AI.

5.2 License to Customer Data

You grant Billity AI a non-exclusive, worldwide, royalty-free license to access, use, process, store, and display Customer Data solely as necessary to: (a) provide, maintain, and improve the Platform and related services; (b) generate Personas, analytics, and enriched profiles in accordance with these Terms and the Privacy Policy; (c) enforce these Terms; and (d) comply with applicable law.

5.3 Anonymized and Aggregated Data

Billity AI may create Anonymized Data, De-Identified Data, and Personas from Customer Data in accordance with Section 10 of the Privacy Policy. Such data does not constitute Customer Data or Personal Data, and Billity AI may use and share it without restriction for purposes including Platform improvement, benchmarking, research, and analytics.

5.4 Billity AI Intellectual Property

Billity AI retains all right, title, and interest in and to the Platform, including all software, algorithms, AI models, data pipelines, user interfaces, documentation, trade secrets, trademarks, and other intellectual property. These Terms do not grant you any rights to Billity AI’s intellectual property except for the limited license expressly set forth in Section 3.1.

5.5 Feedback

If you provide Billity AI with feedback, suggestions, enhancement requests, or other input regarding the Platform (“Feedback”), you grant Billity AI a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Platform and related offerings without restriction or obligation to you.

6. Privacy, Consent, and Data Protection

6.1 Privacy Policy

Our collection, use, sharing, and protection of Personal Data is governed by the Billity AI Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you acknowledge that you have read and understood the Privacy Policy.

6.2 Data Processing Agreement

To the extent that Billity AI processes Personal Data on behalf of a Subscriber, the parties shall execute a Data Processing Agreement (“DPA”) that governs such processing. The DPA shall address, at minimum, the subject matter and duration of processing, the nature and purpose of processing, the types of Personal Data processed, the categories of data subjects, and the obligations and rights of each party. In the event of a conflict between the DPA and these Terms, the DPA shall prevail with respect to data processing matters.

6.3 Cross-Network Data Sharing

Participation in the Billity AI Third-Party Data Sharing Network is governed exclusively by the separate, voluntary Third-Party Data Sharing Network Participation Agreement (“Network Agreement”), and is not a feature of or obligation under these Terms. Cross-network data sharing requires: (a) the Subscriber’s execution of the Network Agreement; and (b) separate, specific, informed Cross-Network Consent from each End Customer whose data is shared, as described in Section 7.1 (Layer 4) and Section 9.2 of the Privacy Policy and Section 5 of the Network Agreement. No End Customer Personal Data will be shared across Network participants without valid Cross-Network Consent. The consent gate is enforced at the data layer, not only at the application layer.

6.4 Data Security

Billity AI implements administrative, technical, and physical safeguards consistent with industry standards and as described in Section 14 of the Privacy Policy, including AES-256 encryption at rest, TLS 1.3 encryption in transit, role-based access controls, immutable audit logging, and annual third-party penetration testing.

6.5 Data Breach Notification

In the event of a security incident involving unauthorized access to, disclosure of, or loss of Customer Data, Billity AI will: (a) notify affected Subscribers without undue delay and in any event within seventy-two (72) hours of becoming aware of the incident; (b) provide sufficient detail for Subscribers to assess the impact and fulfill their own notification obligations; and (c) take reasonable steps to contain, investigate, and remediate the incident.

6.6 Data Subject Rights

Billity AI will assist Subscribers in responding to data subject access, correction, deletion, portability, and opt-out requests in accordance with Section 11 of the Privacy Policy. Billity AI will process verified requests within thirty (30) days for PIPEDA-governed requests and forty-five (45) days for CCPA/CPRA-governed requests.

7. Billity Bots and AI Services

7.1 AI-Generated Content

Billity Bots generate recommendations, offers, and conversational responses using AI models powered by Google Gemini (primary) and Anthropic Claude (secondary). AI-generated content is provided on an “as-is” basis. While Billity AI employs reasonable measures to ensure the accuracy, relevance, and appropriateness of AI outputs, Billity AI does not guarantee that AI-generated content will be error-free, complete, or suitable for any particular purpose.

7.2 Subscriber Responsibility for Bot Content

You are solely responsible for: (a) configuring Billity Bots, including persona, tone, knowledge base scope, product catalog, escalation rules, and upsell/cross-sell logic; (b) reviewing and monitoring the outputs of your Billity Bots across all Channels, including SMS; and (c) ensuring that Bot-generated content complies with applicable advertising, consumer protection, and industry-specific regulations, including the TCPA, CTIA guidelines, and CASL requirements described in Section 9. Billity AI shall not be liable for any claims arising from your configuration of or reliance on Billity Bot outputs.

7.3 Human Escalation

You acknowledge that Billity Bots are designed to supplement, not replace, human customer service. You are responsible for configuring appropriate escalation triggers and ensuring that human agents are available when Bot interactions exceed the scope of automated handling.

7.4 Profiling and Automated Decision-Making

The Platform engages in profiling and automated decision-making as described in Section 12 of the Privacy Policy. You are responsible for disclosing the use of such processing to your End Customers and for honoring opt-out requests as required by applicable law.

7.5 AI Governance Framework

Billity AI maintains a comprehensive AI governance framework governing the development, deployment, monitoring, and retirement of AI models and AI-generated outputs across the Platform. This framework applies to: (a) Billity AI’s own AI models and services, including the dual AI stack powered by Google Gemini (primary) and Anthropic Claude (secondary); and (b) any third-party or Subscriber-provided AI models, data, or algorithms integrated with or deployed through the Platform (“Subscriber AI Models”).

7.6 Billity AI’s AI Governance Obligations

Billity AI shall:

• Model Risk Management: Maintain a model risk management program that includes model validation, performance monitoring, drift detection, and periodic revalidation of all AI models used in the Platform. High-risk models (those producing outputs that materially affect End Customer access to products, services, pricing, or opportunities) are subject to enhanced review.
• Bias and Fairness Auditing: Conduct regular bias and fairness audits of AI models used for Persona generation, LTV scoring, recommendation engines, and any other profiling or automated decision-making. Audits shall assess for disparate impact across protected characteristics including race, ethnicity, gender, age, disability, and national origin.
• Transparency and Explainability: Provide Subscribers with meaningful, non-technical explanations of how AI models generate recommendations, Personas, LTV scores, and other outputs. Where an AI-generated output materially affects an End Customer’s experience (e.g., offer eligibility, pricing tier, or product availability), the Platform shall be capable of producing an explanation of the key factors that influenced the output.
• Training Data Governance: Ensure that AI models are trained, fine-tuned, and evaluated using data that has been lawfully collected and is subject to appropriate consent. Customer Data ingested through the Platform will not be used to train or fine-tune general-purpose AI models without the Subscriber’s prior written consent. Billity AI will not use one Subscriber’s Customer Data to train models that benefit another Subscriber, except through anonymized and aggregated data that does not constitute Personal Data.
• AI Incident Response: Maintain procedures for identifying, investigating, and remediating AI incidents, including model failures, unintended outputs, bias events, and security vulnerabilities in AI components. Billity AI will notify affected Subscribers of material AI incidents within seventy-two (72) hours of discovery.
• Human Oversight: Ensure that no AI-generated output produces legally binding commitments, final pricing decisions, or credit determinations without human review, unless the Subscriber has expressly configured and authorized fully automated decisioning for a specific use case.

7.7 Subscriber AI Models and Data

Where a Subscriber integrates its own AI models, training data, algorithms, or machine learning pipelines with the Platform (“Subscriber AI Models”), the following terms apply:

• Subscriber Responsibility: Subscriber is solely responsible for the development, training, validation, accuracy, fairness, and legal compliance of all Subscriber AI Models. Billity AI does not audit, validate, or warrant the performance of Subscriber AI Models.
• Integration Requirements: Subscriber AI Models must be integrated through the Platform’s published APIs and must comply with Billity AI’s technical specifications, security requirements, and content policies. Subscriber AI Models must not introduce malicious code, circumvent Platform security controls, or access data outside the Subscriber’s authorized scope.
• Data Segregation: Customer Data processed by Subscriber AI Models remains subject to all data protection obligations in these Terms and the Privacy Policy. Subscriber shall not use Customer Data obtained through the Platform to train AI models for purposes unrelated to the Subscriber’s authorized use of the Platform.
• Output Responsibility: Subscriber is solely responsible for all outputs generated by Subscriber AI Models, including any recommendations, decisions, or content delivered to End Customers through the Platform. Billity AI shall not be liable for any claims arising from Subscriber AI Model outputs.
• Indemnification: Subscriber shall indemnify and hold harmless Billity AI from and against any third-party claims arising from or related to Subscriber AI Models, including claims of bias, discrimination, intellectual property infringement, or regulatory non-compliance.

7.8 Prohibited AI Uses

Neither Billity AI nor any Subscriber shall use the Platform’s AI capabilities, including Billity Bots, recommendation engines, Persona models, or any integrated AI models, for the following purposes:

• Engaging in unlawful discrimination in the provision of products, services, pricing, credit, housing, employment, or insurance on the basis of race, color, ethnicity, national origin, religion, sex, gender identity, sexual orientation, age, disability, genetic information, or any other characteristic protected by applicable law.
• Generating deceptive or manipulative content designed to exploit cognitive biases, vulnerabilities, or emotional states of End Customers, including dark patterns that undermine informed consent.
• Conducting covert behavioral scoring or social scoring of End Customers that produces adverse consequences without transparency and opt-out rights.
• Deploying real-time biometric identification, emotion recognition, or physiological monitoring of End Customers without explicit, informed consent and a lawful basis.
• Generating synthetic media (“deepfakes”) that impersonate real individuals without their express written consent.
• Circumventing or undermining the Platform’s consent management controls, data isolation mechanisms, or privacy protections through AI techniques.

7.9 Regulatory Compliance for AI

The Platform’s AI capabilities are designed to operate in compliance with applicable and emerging AI governance frameworks, including:

• United States: Federal Trade Commission (“FTC”) guidance on AI and algorithmic fairness; the Colorado Artificial Intelligence Act (effective February 1, 2026), including requirements for deployers of high-risk AI systems to conduct impact assessments and provide notice to consumers; applicable state consumer protection laws governing automated decision-making; and the NIST AI Risk Management Framework (AI RMF 1.0) as a voluntary best-practice standard.
• Canada: The Artificial Intelligence and Data Act (“AIDA”) as proposed under Bill C-27, including obligations related to high-impact AI systems, algorithmic impact assessments, record-keeping, and transparency requirements. Although AIDA has not yet been enacted as of the date of these Terms, Billity AI incorporates its principles as a preparedness measure. The Treasury Board of Canada’s Directive on Automated Decision-Making is referenced as a governance framework for public-sector-adjacent use cases.
• GDPR-Aligned Principles: Articles 13–15 (transparency), Article 22 (automated individual decision-making, including profiling), and Recital 71 (right to explanation) of the GDPR are incorporated as best-practice standards for all AI-generated outputs that affect End Customers.
  Where a Subscriber deploys the Platform in a jurisdiction with specific AI governance requirements (including the Colorado AI Act or future enacted provisions of AIDA), the Subscriber is responsible for conducting any required algorithmic impact assessments, providing required consumer notices, and maintaining required records. Billity AI will provide reasonable cooperation and access to model documentation necessary for the Subscriber to fulfill its deployer-side obligations.

7.10 AI Governance Reporting

Billity AI will make available to Subscribers, upon written request and no more than once per calendar year: (a) a summary of bias and fairness audit results for Platform AI models; (b) a description of the AI governance controls in place; (c) documentation of material AI model changes that affect Subscriber-facing outputs; and (d) a summary of any AI incidents that affected the Subscriber’s data or End Customers during the reporting period. Enterprise Subscribers may negotiate enhanced AI governance reporting and audit rights under a separate agreement.

8. Integrations and Third-Party Services

8.1 Third-Party Integrations

The Platform integrates with third-party services including, but not limited to, ERP systems (NetSuite, QuickBooks, SAP, Sage), CRM platforms (Salesforce, HubSpot, CDK Global), payment processors (Stripe, Fiserv, Nuvei, Paysafe, Shopify Payments), e-commerce platforms (Shopify), SMS/MMS and other communications infrastructure providers, mobility data providers, and advertising platforms (Google Ads, Meta). Your use of any third-party integration is subject to the terms and conditions of the applicable third-party provider. Billity AI is not responsible for the availability, accuracy, or performance of any third-party service.

8.2 Shopify Integration

If you install the Billity AI Shopify plugin, you agree to comply with the Shopify App Store terms and Shopify’s API terms of service in addition to these Terms. Billity AI’s Shopify integration captures order data, abandoned cart events, product views, and customer identity at checkout, and is subject to the consent and data handling requirements described in these Terms and the Privacy Policy.

8.3 API Access

If your subscription tier includes API access, your use of the Billity AI API is subject to published rate limits, usage-based pricing (currently $0.002 per API call with volume tiers available), and the technical documentation provided at the time of access. Billity AI reserves the right to modify API specifications, rate limits, and pricing with thirty (30) days’ notice.

9. SMS and Text Messaging Services

The Platform includes SMS and MMS messaging capabilities powered by Billity AI’s designated third-party messaging connectivity provider (the “Messaging Services”). Billity AI manages shared connectivity on behalf of Subscribers for the provisioning and delivery of Application-to-Person (“A2P”) text messages to End Customers in the United States and Canada. Use of the Messaging Services is subject to this Section 9 in addition to all other provisions of these Terms.

9.1 Regulatory Framework

The Messaging Services operate under a multi-layered regulatory and industry compliance framework, including:

• 10DLC (10-Digit Long Code) Registration: All A2P messages sent to U.S. mobile subscribers must originate from a phone number registered with The Campaign Registry (“TCR”) and associated with a verified 10DLC brand and an approved 10DLC campaign. As of February 1, 2025, U.S. carriers block all unregistered 10DLC traffic without exception.
• Telephone Consumer Protection Act (“TCPA”): U.S. federal law governing commercial text messages, enforced by the Federal Communications Commission (“FCC”). Violations may result in statutory damages of $500 to $1,500 per message per recipient.
• CTIA Messaging Principles and Best Practices: Industry guidelines established by the Cellular Telecommunications Industry Association governing message content, consent, opt-out handling, brand identification, and prohibited content categories.
• Canada’s Anti-Spam Legislation (“CASL”): Canadian federal law governing commercial electronic messages, including SMS, enforced by the Canadian Radio-television and Telecommunications Commission (“CRTC”). Violations may result in penalties of up to CAD $1 million per violation for individuals and CAD $10 million per violation for businesses.

9.2 10DLC Brand and Campaign Registration

Billity AI manages 10DLC brand and campaign registration with TCR through its designated messaging connectivity provider on behalf of Subscribers. Billity AI acts as the reseller of record for TCR purposes. Each Subscriber’s messaging activity is registered as a separate 10DLC brand and campaign.
9.2.1 Brand Registration Requirements
Each Subscriber must be registered as a 10DLC brand with TCR before any A2P messages may be sent on its behalf. A 10DLC brand can only represent a single legal entity. To complete brand registration, Subscriber must provide Billity AI with:

• Legal entity name, exactly as it appears in official government records.
• Entity type (private profit company, public profit company, non-profit, or sole proprietor). Note: only entities without an EIN or tax ID may register as sole proprietors under 10DLC.
• Employer Identification Number (“EIN”) for U.S. entities or Canadian Business Number (“BN”) for Canadian entities. The EIN or BN and legal name must match official government records. TCR only accepts the Canadian Business Number (not Corporation, Incorporation, or Registry ID numbers) for Canadian brand registrations.
• “Doing Business As” (“DBA”) name(s), if applicable.
• Headquarters physical address, as it appears in official registration records.
• Contact email address and phone number.
• Company website URL (must be active and publicly reachable).
• An optional alternate identification number (DUNS, GIIN, or LEI).
  Subscriber represents and warrants that all brand registration information is accurate, complete, and matches the Subscriber’s official government records. Inaccurate information will cause brand verification to fail, preventing campaign registration and message delivery. Billity AI is not liable for delays or failures caused by inaccurate Subscriber-provided information.
  9.2.2 Brand Verification
  All 10DLC brands must be verified by TCR’s designated vetting provider before any campaign can be registered. Verification levels include:
• Basic Verification: Automated check of entity information against official government records. Included in the standard brand registration fee (currently $4.50).
• Authentication+ 2.0: Required for all public profit brands. A two-factor authentication (2FA) email verification must be completed by a trusted individual associated with the brand. The verification email must use the company’s domain and must be a specific individual address (distribution lists and team addresses are not permitted). Verification must be completed within thirty (30) days.
• External Vetting (Standard or Enhanced): Required for all campaign use cases other than “Low Volume Mixed” and “Sole Proprietor.” An independent vetting agency reviews the brand’s records and assigns a vetting score that determines messaging throughput limits. Standard vetting fee is currently $40.
  Updating brand details (entity type, EIN/BN, or legal name) may cause the brand identity status to revert to “unverified” and require re-verification at additional cost. Sole proprietor brands are subject to additional restrictions: they are limited to a single active campaign, a single linked phone number, and cannot be externally vetted to increase throughput. Subscriber shall promptly notify Billity AI of any changes to its legal entity information.
  9.2.3 Campaign Registration
  Once a brand is verified, Billity AI will register one or more 10DLC campaigns on the Subscriber’s behalf. Each distinct messaging program requires a separate campaign registration. Campaign registration requires:
• A verified 10DLC brand with the appropriate verification level for the intended campaign use case.
• A campaign description of at least forty (40) characters clearly explaining the types of messages sent, the context, and the purpose.
• The brand name that will appear at the beginning of each message (legal name or DBA).
• Sample messages demonstrating the intended content, including brand identification and opt-out language.
• Documentation of all consent collection methods (call-to-action evidence), including links to web forms, screenshots of point-of-sale disclosures, or descriptions of verbal/in-person consent processes. Call-to-action disclosures must match the required legal verbiage exactly.
• A publicly accessible privacy policy and SMS-specific terms and conditions (or a dedicated SMS section within general terms) on the Subscriber’s website.
• Designation of opt-in and opt-out keywords.
  Campaign review and approval by TCR and carriers typically takes three (3) to five (5) weeks. Billity AI cannot guarantee approval timelines. Campaigns that fail review must be corrected and resubmitted by the Subscriber, and additional vetting fees (currently $15 per vetting event) may apply. From January 2025, reseller ID information is required and cannot be modified after campaign registration.

9.3 SMS Consent Requirements

SMS consent requirements apply in addition to, and are independent of, the general consent obligations described in Section 4.3 of these Terms and Section 7 of the Privacy Policy. Consent obtained for email, web, or other channels does not constitute consent for SMS.
9.3.1 United States (TCPA and CTIA)
For messages sent to U.S. mobile subscribers:

• Conversational/Informational Messages: Require at minimum prior express consent from the End Customer. If the End Customer initiates the text message exchange and the business only responds with relevant information, no additional verbal or written permission is required for that responsive interaction.
• Promotional/Marketing Messages: Require prior express written consent from the End Customer before any promotional message is sent. A prior business relationship alone does not constitute opt-in consent for promotional SMS. The End Customer must provide written authorization (including electronic authorization via web form, text keyword, or point-of-sale signature).
  Consent continues until opt-out. Opt-out instructions must be provided at least once per month for ongoing campaigns.
  9.3.2 Opt-In Disclosure Requirements
  All opt-in mechanisms used by the Subscriber must include the following disclosures, presented clearly and conspicuously at or near the point of consent collection (not buried in a privacy policy or unrelated terms):
• The identity of the Subscriber (brand name) sending the messages.
• A clear statement that the End Customer is agreeing to receive text messages.
• The purpose and type of messages the End Customer will receive.
• Message frequency (e.g., “Message frequency varies” or a specific frequency such as “up to 4 messages per month”).
• A statement that “Message and data rates may apply.”
• Clear opt-out instructions (e.g., “Reply STOP to opt out at any time”).
• A statement that “Consent is not a condition of purchase.”
• A link to the Subscriber’s SMS privacy policy or terms and conditions.
  The opt-in mechanism must require an affirmative action by the End Customer (e.g., checking an unchecked checkbox, signing a form, texting a keyword). Pre-checked boxes do not constitute valid consent. Double opt-in (confirmation message requiring End Customer to reply “YES”) is strongly encouraged as a best practice.
  9.3.3 Canada (CASL)
  For commercial electronic messages sent to Canadian mobile subscribers:
• Express Consent: Required for all promotional or marketing SMS. The End Customer must take a positive, affirmative action to consent (opt-in). Under the Québec Act, implied or opt-out consent is not recognized for commercial messages.
• Implied Consent: May be relied upon only for non-promotional messages where an existing business relationship exists (within two (2) years of the most recent purchase or six (6) months of an inquiry), and only outside of Québec. Consent for one channel (e.g., email) does not constitute consent for another channel (e.g., SMS).
• Transactional Exemptions: Messages that facilitate, complete, or confirm a transaction, or that provide warranty, safety, or recall information, are exempt from CASL’s consent requirements but must still include sender identification and an unsubscribe mechanism.
  All commercial SMS messages sent to Canadian recipients must include: (a) the name of the person or business sending the message, and on whose behalf it is sent if different; (b) contact information (mailing address and either phone number, email address, or web address); and (c) a functioning unsubscribe mechanism (e.g., “Reply STOP to unsubscribe”). The unsubscribe mechanism must be simple, quick, and easy to use. Multi-step unsubscribe processes are non-compliant under CASL.
  9.3.4 Consent Records and Retention
  Subscriber shall maintain records of all SMS consents obtained, including the timestamp, method of opt-in, consent language presented, the identity of the End Customer, and the IP address or device identifier where applicable. Consent records must be retained for a minimum of four (4) years and must be produced upon request by Billity AI, TCR, carriers, or regulatory authorities. Under CASL, the burden of proving consent rests on the person claiming it.
  9.3.5 Mobile Information Sharing Prohibition
  Mobile subscriber information, including phone numbers and SMS opt-in data and consent, will not be shared with third parties or affiliates for marketing or promotional purposes. All categories of data sharing described in these Terms and the Privacy Policy exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.

9.4 Message Content and Brand Identification

All messages sent through the Messaging Services must comply with the following content requirements:

• Brand Identification: Every message, or at minimum the first message of each interaction, must begin with or clearly identify the Subscriber’s brand name so that the End Customer always knows who is sending the message.
• Content Consistency: Message content must be consistent with the approved 10DLC campaign use case. Subscriber shall not send messages that deviate materially from the purpose described in the campaign registration.
• SHAFT Restrictions: Messages must not contain content falling within the CTIA’s prohibited content categories: Sex/sexual content, Hate speech, Alcohol (without age-gating controls), Firearms, and Tobacco/cannabis/controlled substances (“SHAFT”). Messages containing prohibited content may be blocked by carriers and may result in campaign suspension or termination.
• No Deceptive Content: Messages must not be misleading, deceptive, or designed to impersonate another entity.
• Quiet Hours: Subscriber shall not send non-transactional messages outside the hours of 8:00 AM to 9:00 PM in the recipient’s local time zone, unless a different window is required by applicable state or provincial law.

9.5 Opt-Out and Unsubscribe Requirements

Subscriber must honor all opt-out requests in accordance with the following requirements:

• The Messaging Services must support and honor the standard opt-out keywords recognized by carriers: STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, and QUIT. Receipt of any of these keywords from an End Customer must immediately cease further messaging to that number.
• Any other reasonable request by an End Customer to stop receiving messages must also be honored, consistent with FCC guidance that opt-out must be available through “any reasonable means.”
• Upon receipt of an opt-out, a single confirmation message may be sent (e.g., “You have been unsubscribed. No further messages will be sent. Reply START to resubscribe.”). No additional messages may be sent unless the End Customer affirmatively resubscribes.
• Opt-out instructions must be included in messages at least once per calendar month for ongoing campaigns.
• Under CASL, opt-out requests must be processed within ten (10) business days. Under TCPA and CTIA guidelines, opt-out must be honored immediately.
• The Platform automatically processes standard opt-out keywords at the messaging infrastructure layer. Subscriber shall not attempt to circumvent or override automated opt-out processing.

9.6 Subscriber Obligations for Messaging Services

In addition to the general Subscriber obligations in Section 4, Subscriber specifically agrees to the following obligations with respect to the Messaging Services:

• Provide Billity AI with accurate and complete information for 10DLC brand registration, brand verification, and campaign registration, and promptly notify Billity AI of any changes.
• Implement and maintain compliant call-to-action (CTA) disclosures on all consent collection points (web forms, point-of-sale materials, check-in applications, and other consent interfaces) that meet TCR, TCPA, CTIA, and CASL requirements as described in Section 9.3.
• Not send unsolicited messages to any End Customer from whom Subscriber has not obtained valid consent.
• Maintain SMS consent records as described in Section 9.3.4 and produce them upon request.
• Maintain an active, publicly accessible website that includes an SMS privacy policy and SMS-specific terms and conditions (or a dedicated SMS section within general terms).
• Ensure that all message content complies with applicable laws, CTIA guidelines, SHAFT restrictions, quiet hours, and the approved campaign use case.
• Not send messages outside the scope of the registered campaign use case or on behalf of any third party not registered as a 10DLC brand.
• Cooperate with Billity AI in responding to carrier inquiries, TCR compliance reviews, regulatory investigations, and consumer complaints.
• Age-Gate Requirements: If the Subscriber’s business involves alcohol, tobacco, gambling, or other age-restricted products, Subscriber must implement age verification on its website and in its messaging consent flows.

9.7 Number Provisioning and Toggle Controls

Billity AI provisions and manages 10DLC phone numbers on behalf of Subscribers through its shared messaging connectivity account. In the initial release (v1), number provisioning and 10DLC campaign linking are performed manually by Billity AI. Automated API-based provisioning may be introduced in subsequent releases. Phone numbers provisioned through the Platform remain the property of Billity AI and its telecommunications provider. Subscriber does not acquire any ownership interest in provisioned phone numbers. Upon termination, Billity AI may reassign or release provisioned numbers after a commercially reasonable transition period.
The Platform implements a two-level SMS toggle system: (a) a Subscriber-level master toggle that enables or disables all SMS capabilities for the Subscriber’s account; and (b) a per-widget toggle that controls SMS activation at the individual Billity Bot or Channel deployment level. Both toggles must be in the “on” position for messages to be sent. Billity AI reserves the right to disable SMS capabilities for any Subscriber or campaign found to be non-compliant with this Section 9.

9.8 Inbound SMS Bot Channel

The Platform supports inbound SMS as a full Billity Bot interaction channel, enabling End Customers to initiate conversations with Subscriber-configured Billity Bots via text message (“cold-start inbound SMS”). When an End Customer sends a message to a Subscriber’s provisioned 10DLC number, the Platform routes the message to the assigned Billity Bot for automated response. The Inbound SMS Bot channel is subject to all AI Services terms in Section 7 and all consent requirements in this Section 9. Subscriber must disclose to End Customers that the provisioned number is an AI-powered messaging channel, not a human-operated line.

9.9 Messaging Throughput and Rate Limits

Message throughput (the number of messages that can be sent per second, per minute, or per day) is determined by the Subscriber’s 10DLC brand vetting score and campaign registration, as assigned by TCR and applicable carriers. Billity AI does not control throughput limits and cannot guarantee specific throughput rates. Subscribers requiring higher throughput may need to obtain enhanced vetting or apply for carrier-specific special business reviews, which may involve additional fees.

9.10 SMS Fees and Pass-Through Charges

In addition to Platform subscription fees described in Section 10, the Messaging Services are subject to the following fees, as specified in the applicable Order Form or published pricing schedule:

• Brand Registration: One-time fee per brand (currently $4.50), payable to TCR through Billity AI.
• External Vetting: One-time fee for standard or enhanced vetting (currently $40 for standard), if required for the campaign use case.
• Campaign Registration: Recurring monthly fee per active campaign (currently $2–$10/month depending on use case).
• Campaign Vetting: Per-vetting-event fee (currently $15) for each campaign vetting or re-vetting event.
• Per-Message Fees: Standard messaging provider per-message and per-segment fees for all outbound and inbound SMS/MMS, as published in the applicable rate card.
• Number Rental: Monthly rental fee per provisioned 10DLC phone number.
  Billity AI passes through carrier and TCR fees at cost. Pass-through fees imposed by TCR, carriers, or the underlying messaging provider may change without advance notice from Billity AI. Billity AI will provide thirty (30) days’ notice of fee changes within its control.

9.11 Carrier Enforcement and Liability

Subscriber acknowledges that U.S. and Canadian mobile carriers actively monitor and enforce compliance with 10DLC, TCPA, CTIA, and CASL requirements. Carriers may, without notice, filter, block, or throttle messages, suspend campaigns, impose traffic violation fines, or terminate 10DLC registrations for non-compliant messaging. If a Subscriber’s messaging activity results in carrier fines, campaign suspension, or number blocking:

• Billity AI will promptly notify the Subscriber of the violation and the carrier’s enforcement action.
• Subscriber shall be solely responsible for all carrier fines, penalties, and pass-through costs resulting from the Subscriber’s non-compliant messaging activity.
• Billity AI may immediately suspend the Subscriber’s Messaging Services pending resolution.
• Repeated or egregious violations may result in termination of the Subscriber’s Messaging Services or, at Billity AI’s discretion, termination of these Terms in accordance with Section 14.3.
  BILLITY AI SHALL NOT BE LIABLE FOR ANY MESSAGE DELIVERY FAILURES, CAMPAIGN SUSPENSIONS, CARRIER FINES, REGULATORY PENALTIES, OR CONSUMER COMPLAINTS ARISING FROM SUBSCRIBER’S NON-COMPLIANCE WITH THIS SECTION 9, THE TCPA, CTIA GUIDELINES, CASL, OR APPLICABLE CARRIER POLICIES. SUBSCRIBER SHALL INDEMNIFY AND HOLD HARMLESS BILLITY AI FROM AND AGAINST ANY CARRIER FINES, REGULATORY PENALTIES, CONSUMER COMPLAINTS, CLASS ACTION CLAIMS, OR THIRD-PARTY CLAIMS ARISING FROM SUBSCRIBER’S USE OF THE MESSAGING SERVICES IN VIOLATION OF APPLICABLE LAW OR THESE TERMS.

9.12 SMS Data Handling

Personal Data collected through the Messaging Services (including mobile phone numbers, message content, opt-in/opt-out records, and interaction metadata) is processed in accordance with the Privacy Policy. Mobile phone numbers are treated as contact information under Section 4.1 of the Privacy Policy. SMS consent records are maintained as part of the Platform’s immutable consent audit trail described in Section 4.3 of the Privacy Policy. Subscriber shall not use the Messaging Services to collect sensitive Personal Data as defined in Section 4.3 of the Privacy Policy.

9.13 Subscriber Personnel SMS

The Platform enables Subscribers to invite their employees, contractors, agents, and authorized representatives (“Subscriber Personnel”) to receive SMS notifications related to customer and lead support activities, including lead alerts, customer inquiry routing, escalation notifications, appointment reminders, task assignments, and other operational communications (“Personnel Notifications”). Personnel Notifications are transmitted to the personal or business mobile devices of Subscriber Personnel and are subject to the following requirements.
9.13.1 Definition and Scope
For purposes of this Section 9.13, “Subscriber Personnel” means any individual who: (a) is employed by, contracted with, or engaged as an authorized agent or representative of the Subscriber; and (b) has been invited by the Subscriber to receive Personnel Notifications through the Platform. Subscriber Personnel are distinct from End Customers. The data protection obligations applicable to Subscriber Personnel in this Section supplement, and do not replace, the obligations applicable to End Customers in the remainder of Section 9.
9.13.2 Invitation-Based Consent Model
Personnel Notifications operate on an invitation-based, opt-in consent model. No Subscriber Personnel member may receive Personnel Notifications unless and until the following conditions are satisfied:

• Subscriber Invitation: The Subscriber initiates an invitation to the individual through the Platform’s administrative dashboard, identifying the individual by name, role, and mobile phone number.
• Personnel Opt-In: The invited individual receives an initial invitation message (via SMS or email, at the Subscriber’s election) describing the Personnel Notification program and requesting affirmative consent. The individual must take an affirmative action to opt in (e.g., replying “YES” to an SMS invitation, clicking a confirmation link, or completing an electronic consent form). Pre-enrollment by the Subscriber without the individual’s affirmative opt-in is not permitted.
• Voluntary Participation: Consent to receive Personnel Notifications must be freely given and must not be a condition of employment, engagement, or continued work with the Subscriber. The Subscriber shall not take any adverse employment or contractual action against any individual who declines to opt in or who subsequently opts out of Personnel Notifications.
  9.13.3 Consent Disclosures for Subscriber Personnel
  The invitation and opt-in mechanism for Personnel Notifications must include the following disclosures, consistent with TCPA, CTIA, and CASL requirements:
• The identity of the Subscriber (brand name) on whose behalf messages will be sent.
• A clear description that the individual is being invited to receive operational SMS notifications related to customer and lead support activities.
• The types of messages the individual will receive (e.g., lead alerts, customer inquiry assignments, escalation notices, appointment reminders).
• The expected message frequency (e.g., “Message frequency varies based on customer activity” or a specific estimate).
• A statement that “Message and data rates may apply.”
• Clear opt-out instructions (e.g., “Reply STOP at any time to unsubscribe from these notifications”).
• A statement that participation is voluntary and is not a condition of employment or engagement.
• A link to the Subscriber’s SMS privacy policy or terms, and to the Billity AI Privacy Policy.
  For invitations sent to Canadian phone numbers, the disclosure must also include sender identification, contact information (mailing address and either phone number, email, or web address), and a functioning unsubscribe mechanism, consistent with CASL requirements described in Section 9.3.3.
  9.13.4 TCPA Compliance for Personnel Notifications
  Personnel Notifications are classified as informational or transactional messages under the TCPA because they relate to the Subscriber’s existing business relationship with the individual and serve an operational purpose rather than a marketing purpose. Accordingly:
• Consent Standard: Prior express consent (not express written consent) is the applicable consent standard for Personnel Notifications, provided the messages do not contain any promotional, marketing, or advertising content. Express consent is obtained through the invitation-based opt-in described in Section 9.13.2.
• No Marketing Content: Personnel Notifications must be strictly limited to operational, informational, and transactional content related to customer and lead support. Personnel Notifications must not contain promotional offers, marketing messages, product advertisements, upsell or cross-sell solicitations, or any content that would cause the message to be classified as a marketing message under the TCPA. If a Subscriber wishes to send marketing messages to Subscriber Personnel, the Subscriber must obtain separate prior express written consent in accordance with Section 9.3.1 and register a separate 10DLC campaign for that purpose.
• Quiet Hours: Personnel Notifications are subject to the quiet hours restrictions in Section 9.4 (8:00 AM to 9:00 PM in the recipient’s local time zone) unless the Subscriber Personnel member has provided separate, documented consent to receive notifications outside of standard hours due to the nature of their role (e.g., on-call support, shift-based operations, or time-zone-spanning responsibilities). Such after-hours consent must be specific, documented, and revocable.
• Opt-Out Honored Immediately: Personnel Notifications must honor all standard opt-out keywords (STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, QUIT) immediately upon receipt, consistent with Section 9.5. The Platform processes these keywords automatically at the messaging infrastructure layer.
  9.13.5 CASL Compliance for Personnel Notifications (Canada)
  For Personnel Notifications sent to Canadian phone numbers:
• Transactional Exemption: Personnel Notifications that relate directly to the individual’s employment or contractual relationship with the Subscriber (e.g., task assignments, shift notifications, customer escalations) may qualify for CASL’s transactional exemption, provided they contain no commercial or promotional content. However, even exempt messages must include sender identification and an unsubscribe mechanism.
• Express Consent for Commercial Content: If Personnel Notifications contain any content that encourages participation in a commercial activity (including performance incentive announcements, sales contest updates, or compensation-related promotions), express consent under CASL is required, obtained through the opt-in mechanism described in Section 9.13.2.
• Québec: Under the Québec Act, implied consent is not recognized. Express opt-in consent is required for all Personnel Notifications sent to individuals in Québec, regardless of the message’s transactional or informational nature.
  9.13.6 Personal Device and BYOD Considerations
  Where Personnel Notifications are sent to a Subscriber Personnel member’s personal mobile device (including personal phones used for business purposes under a “bring your own device” or “BYOD” arrangement):
• Subscriber Responsibility: The Subscriber is solely responsible for ensuring that its BYOD, mobile device, and telecommunications policies are consistent with the requirements of this Section 9.13, including the voluntary opt-in requirement and the prohibition on adverse action for opting out.
• Cost and Data Rates: The Subscriber is responsible for determining, in accordance with applicable employment and labor laws, whether the Subscriber will reimburse Subscriber Personnel for message and data charges incurred from receiving Personnel Notifications on personal devices. Billity AI is not responsible for any cost reimbursement obligations between the Subscriber and its Personnel.
• Device Access and Privacy: The Platform does not access, read, or collect data from the personal device of any Subscriber Personnel member beyond the SMS message exchange itself. The Platform does not install software, access contacts, photos, location data, or other personal information on Subscriber Personnel devices.
  9.13.7 Subscriber Personnel Data Handling
  Personal Data of Subscriber Personnel collected in connection with Personnel Notifications (including name, role, mobile phone number, opt-in/opt-out status, and message interaction metadata) is processed in accordance with the Privacy Policy (Section 4.4) and is subject to the following additional requirements:
• Subscriber Personnel phone numbers and opt-in data are treated as confidential and are not shared with End Customers, other Subscribers, the Network, or any third party for marketing or promotional purposes.
• Subscriber Personnel data is stored separately from End Customer data within the Platform and is accessible only to authorized administrators within the Subscriber’s account.
• Upon termination of the Subscriber’s subscription or upon a Subscriber Personnel member’s opt-out or departure from the Subscriber’s organization, the individual’s phone number and notification preferences are deleted from the Platform within thirty (30) days, unless retention is required for compliance record-keeping (in which case the consent record is retained for the four (4) year minimum described in Section 9.3.4, but no further messages are sent).
• Subscriber Personnel data is never used for AI model training, Persona generation, LTV scoring, cross-network enrichment, or any purpose other than delivering Personnel Notifications.
  9.13.8 Subscriber Obligations for Personnel SMS
  In addition to the general Subscriber obligations in Section 4 and the SMS-specific obligations in Section 9.6, the Subscriber specifically agrees to the following with respect to Personnel Notifications:
• Use the Platform’s invitation-based opt-in mechanism for all Subscriber Personnel enrollment. Manual enrollment of Subscriber Personnel without their prior affirmative consent is prohibited.
• Ensure that Personnel Notification content remains strictly operational and informational. Do not include marketing, promotional, or advertising content in Personnel Notifications.
• Ensure that participation in the Personnel Notification program is voluntary and that no adverse employment or contractual action is taken against individuals who decline to participate or who opt out.
• Comply with all applicable employment and labor laws governing the use of personal devices for business purposes, including BYOD policies, cost reimbursement obligations, and off-hours communication restrictions.
• Promptly notify Billity AI when a Subscriber Personnel member departs the organization, so that the individual’s phone number and notification preferences can be removed from the Platform.
• Maintain records of all Personnel opt-in consents, including the invitation method, consent language, timestamp, and the identity of the individual, consistent with Section 9.3.4.
• Register a separate 10DLC campaign for Personnel Notifications if required by TCR based on the campaign’s use case classification. Billity AI will advise on whether a separate campaign registration is required based on the Subscriber’s messaging program.

10. Fees, Payment, and Billing

10.1 Subscription Fees

Subscribers shall pay the fees specified in their Order Form or as displayed on the Billity AI pricing page at the time of subscription. All fees are quoted in U.S. dollars unless otherwise specified. Subscription fees are billed monthly in advance through Stripe and are non-refundable except as expressly provided in these Terms.

10.2 Usage-Based Fees

API access, Messaging Services, and certain premium features are billed on a usage basis as described in the applicable Order Form or pricing documentation. Usage-based fees are calculated monthly in arrears and invoiced together with the next subscription billing cycle. SMS-specific fees are described in Section 9.10.

10.3 Implementation and Onboarding Fees

Enterprise Subscribers may incur one-time implementation and onboarding fees ranging from $2,500 to $15,000, depending on data complexity and integration scope, as specified in the applicable Order Form.

10.4 Taxes

All fees are exclusive of applicable taxes, duties, and governmental charges. You are responsible for all taxes associated with your use of the Platform, excluding taxes based on Billity AI’s net income.

10.5 Late Payments

Overdue amounts bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Billity AI may suspend access to the Platform if any invoice remains unpaid for more than fifteen (15) days past the due date, upon five (5) days’ written notice.

10.6 Price Changes

Billity AI may adjust pricing with at least sixty (60) days’ advance written notice. Price changes take effect at the start of the next Subscription Term following the notice period. Your continued use of the Platform after a price change constitutes acceptance of the new pricing.

11. Service Level and Support

11.1 Uptime Commitment

Billity AI targets 99.9% monthly uptime for the Platform, measured at the API gateway and excluding scheduled maintenance windows. Scheduled maintenance will be communicated at least forty-eight (48) hours in advance. Enterprise Subscribers may negotiate enhanced SLA terms under a separate agreement.

11.2 Performance Targets

The Platform is engineered to meet the following performance targets: Bot response latency of less than two (2) seconds at the 95th percentile; profile lookup time of less than 500 milliseconds at the 95th percentile; support for 10,000 or more concurrent Bot sessions; and data ingestion throughput exceeding one million events per hour per Subscriber.

11.3 Support

Billity AI provides support consistent with the Subscriber’s subscription tier. Enterprise Subscribers receive dedicated support with defined response times as specified in the applicable Order Form. All other Subscribers receive standard email support during business hours (Pacific Time, Monday through Friday).

12. Confidentiality

12.1 Definition

“Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) in connection with these Terms, whether disclosed orally, in writing, or by inspection, including business plans, technical data, product roadmaps, pricing, Customer Data, and the terms of any Order Form. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was already known to the Recipient without restriction; (c) is independently developed by the Recipient without reference to the Discloser’s Confidential Information; or (d) is rightfully received from a third party without restriction.

12.2 Obligations

The Recipient shall: (a) use Confidential Information solely in connection with the exercise of its rights and performance of its obligations under these Terms; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors with a need to know, who are bound by confidentiality obligations at least as protective as those set forth herein.

12.3 Compelled Disclosure

The Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Recipient gives the Discloser prompt written notice (to the extent legally permissible) and cooperates with any efforts to seek protective treatment.

12.4 Duration

Confidentiality obligations survive termination of these Terms for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

13. Representations and Warranties

13.1 Mutual Representations

Each party represents and warrants that: (a) it has the legal power and authority to enter into and perform its obligations under these Terms; (b) the execution and performance of these Terms does not conflict with any other agreement to which it is a party; and (c) it will comply with all applicable laws in connection with its performance under these Terms.

13.2 Billity AI Warranties

Billity AI warrants that: (a) the Platform will perform materially in accordance with its published documentation during the Subscription Term; (b) it will provide the Platform in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) it maintains commercially reasonable security measures as described in these Terms and the Privacy Policy.

13.3 Subscriber Warranties

Subscriber represents and warrants that: (a) it has obtained all necessary consents, authorizations, and permissions required to transmit Customer Data to the Platform, including all consents required under the Privacy Policy’s layered consent model and the SMS-specific consent requirements in Section 9.3; (b) all Customer Data transmitted to the Platform has been collected lawfully and in accordance with applicable data protection laws; (c) its use of the Platform, including the Messaging Services, will not violate the rights of any third party or any applicable law including the TCPA, CTIA guidelines, and CASL; and (d) it will comply with all Subscriber obligations described in Section 20 of the Privacy Policy and Section 9.6 of these Terms.

13.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 13, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” BILLITY AI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BILLITY AI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BILLITY AI DOES NOT WARRANT THAT SMS MESSAGES WILL BE DELIVERED SUCCESSFULLY TO ALL RECIPIENTS, AS MESSAGE DELIVERY IS SUBJECT TO CARRIER FILTERING, NETWORK CONDITIONS, AND RECIPIENT DEVICE AVAILABILITY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BILLITY AI SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

14. Term and Termination

14.1 Term

These Terms are effective as of the date you first access or use the Platform and continue until terminated in accordance with this Section. Each Subscription Term is specified in the applicable Order Form and automatically renews for successive periods of equal duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

14.2 Termination for Convenience

Either party may terminate a Subscription Term for convenience by providing sixty (60) days’ written notice to the other party, effective at the end of the then-current billing period. Subscribers on monthly plans may cancel at any time, effective at the end of the current billing month.

14.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets; or (c) ceases to operate in the ordinary course of business. Billity AI may also terminate or suspend Messaging Services immediately without cure period if Subscriber’s messaging activity results in carrier enforcement actions, repeated TCPA/CASL violations, or poses a risk to the integrity of Billity AI’s shared messaging connectivity account or 10DLC registrations.

14.4 Effect of Termination

Upon termination or expiration:

• Subscriber’s right to access and use the Platform ceases immediately.
• Billity AI will make Customer Data available for export for a period of thirty (30) days following termination. After such period, Billity AI will delete or return Customer Data in accordance with Section 13 of the Privacy Policy, unless retention is required by law.
• Anonymized data and Personas derived from Customer Data prior to termination may be retained and used by Billity AI in accordance with Section 5.3 of these Terms and Section 10.4 of the Privacy Policy.
• All outstanding fees, including accrued SMS and 10DLC fees, become immediately due and payable.
• Provisioned 10DLC phone numbers may be released or reassigned by Billity AI after a commercially reasonable transition period.
• Sections that by their nature should survive termination shall survive, including Sections 5 (Data and IP), 6 (Privacy), 9.3.4 (Consent Records), 9.11 (Carrier Liability), 12 (Confidentiality), 13.4 (Disclaimer), 15 (Limitation of Liability), 16 (Indemnification), and 17 (Dispute Resolution).

15. Limitation of Liability

15.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, FAILED OR UNDELIVERED SMS MESSAGES, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on Liability

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16, BREACH OF CONFIDENTIALITY UNDER SECTION 12, SUBSCRIBER’S PAYMENT OBLIGATIONS UNDER SECTION 10, OR SUBSCRIBER’S LIABILITY FOR CARRIER FINES AND REGULATORY PENALTIES UNDER SECTION 9.11, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY SUBSCRIBER TO BILLITY AI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) FIVE THOUSAND U.S. DOLLARS ($5,000).

15.3 Essential Basis

The limitations and exclusions in this Section 15 reflect the allocation of risk between the parties and form an essential basis of the bargain between them.

16. Indemnification

16.1 Billity AI Indemnification

Billity AI shall defend, indemnify, and hold harmless Subscriber and its officers, directors, employees, and agents from and against any third-party claim alleging that the Platform, as provided by Billity AI, infringes or misappropriates any intellectual property right of a third party, and shall pay all damages, costs, and reasonable attorney’s fees finally awarded or agreed to in settlement.

16.2 Subscriber Indemnification

Subscriber shall defend, indemnify, and hold harmless Billity AI and its officers, directors, employees, and agents from and against any third-party claim arising from or related to: (a) Subscriber’s use of the Platform in violation of these Terms or applicable law; (b) Customer Data, including any claim that Customer Data infringes or violates a third party’s rights; (c) Subscriber’s failure to obtain required consents from End Customers, including SMS consent; (d) the content, configuration, or deployment of Subscriber’s Billity Bots; (e) Subscriber’s use of the Messaging Services in violation of the TCPA, CTIA guidelines, CASL, carrier policies, or Section 9 of these Terms, including any carrier fines, TCPA class action claims, CASL penalties, or regulatory enforcement actions; and (f) any consumer complaints or regulatory proceedings related to Subscriber’s SMS messaging activity.

16.3 Indemnification Procedures

The indemnified party shall: (a) provide prompt written notice of the claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party’s expense. Failure to provide timely notice does not relieve the indemnifying party of its obligation except to the extent it is materially prejudiced.

17. Dispute Resolution

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. For purposes of any provision that references Subscriber jurisdiction, location, or “country on file,” the operative facts are the Subscriber’s billing address and organization profile information as shown in the Platform at the time a dispute arises (or as stated in an executed Order Form if it expressly controls and differs), not necessarily the information in effect at initial signup.

17.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least thirty (30) days from the date of written notice.

17.3 Arbitration

If a dispute cannot be resolved through informal negotiation within thirty (30) days, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall take place in Seattle, Washington, USA, before a single arbitrator with expertise in technology and SaaS disputes.

17.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information, without the requirement of posting a bond.

17.5 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY SHALL HAVE THE RIGHT TO BRING ANY CLAIM ON A CLASS, CONSOLIDATED, REPRESENTATIVE, OR COLLECTIVE BASIS.

18. End Customer Terms

18.1 Applicability

This Section 18 applies to End Customers who interact with the Platform through a Subscriber’s Channels, including through Billity Bots, check-in applications, Shopify storefronts, SMS messaging, and other deployment points.

18.2 Consent and Notice

Your interaction with the Platform is subject to the consent you have provided to the Subscriber and to Billity AI. The Subscriber is responsible for providing you with notice of how your data will be collected and used. Please refer to the Subscriber’s privacy policy and the Billity AI Privacy Policy for details about data collection, use, sharing, and your rights.

18.3 Your Rights

As an End Customer, you have rights under applicable data protection laws as described in Section 11 of the Privacy Policy, including the right to access, correct, delete, and opt out of the processing of your Personal Data. To exercise your rights, you may contact the Subscriber directly or contact Billity AI at privacy@billity.ai.

18.4 AI Interactions

When you interact with a Billity Bot, including via SMS, you are interacting with an AI agent, not a human. Recommendations and offers generated by Billity Bots are based on data available at the time of the interaction and may not reflect all available options. You should exercise your own judgment when acting on AI-generated recommendations.

18.5 SMS Opt-Out

If you are receiving SMS messages from a Subscriber through the Billity AI Platform, you may opt out at any time by replying STOP to any message. You may also opt out by contacting the Subscriber directly or by contacting Billity AI at privacy@billity.ai. Standard message and data rates may apply to messages you send or receive.

18.6 Loyalty Program and Cross-Network Sharing

If you enroll in a Billity AI-powered loyalty program, your participation is subject to the terms of that program as provided by the Subscriber. Enrollment may involve providing separate, voluntary consent for cross-network data sharing as described in Layer 4 of the Privacy Policy’s consent model. Cross-network data sharing is governed by the separate Third-Party Data Sharing Network Participation Agreement between the Subscriber and Billity AI. Your Cross-Network Consent is always optional, may be declined without affecting your transaction or loyalty benefits, and may be withdrawn at any time by contacting the Subscriber or Billity AI at privacy@billity.ai.

18.7 Subscriber Personnel Notifications

If you are an employee, contractor, agent, or authorized representative of a Subscriber and you receive an invitation to participate in the Platform’s Personnel Notification program (as described in Section 9.13 of these Terms), the following applies to you:

• Your participation is entirely voluntary. You may decline the invitation or opt out at any time by replying STOP to any Personnel Notification message, without any adverse employment or contractual consequences.
• Personnel Notifications are operational messages related to customer and lead support activities (such as lead alerts, inquiry routing, and escalation notices). They do not contain marketing or promotional content.
• Your mobile phone number and opt-in data are stored separately from End Customer data and are never used for Persona generation, LTV scoring, cross-network enrichment, AI model training, or marketing purposes.
• Your mobile phone number and opt-in data are not shared with End Customers, other Subscribers, the Billity AI Network, or any third party.
• You have the right to access, correct, or request deletion of your Personal Data held by the Platform by contacting the Subscriber or Billity AI at privacy@billity.ai.
• Standard message and data rates may apply to messages you receive. Please consult your employer’s BYOD or device reimbursement policy regarding any applicable cost reimbursement.

19. Compliance with Laws

19.1 General Compliance

Each party shall comply with all applicable federal, state, provincial, and local laws, regulations, and ordinances in connection with its performance under these Terms.

19.2 Privacy and Data Protection Compliance

Without limiting the generality of Section 19.1, the parties acknowledge that the Platform is designed to operate in compliance with CCPA/CPRA, PIPEDA, Québec Law 25, Alberta PIPA, BC PIPA, and GDPR (as a guiding framework). Each party shall perform its respective obligations in a manner consistent with such laws.

19.3 Telecommunications Compliance

Without limiting the generality of Section 19.1, the parties acknowledge that the Messaging Services are subject to the TCPA, CTIA guidelines, FCC regulations, CASL, CRTC regulations, and applicable carrier policies. Subscriber’s compliance obligations with respect to the Messaging Services are described in Section 9.

19.4 Export Compliance

You shall not access or use the Platform in violation of any applicable export control or sanctions laws, including the U.S. Export Administration Regulations and the International Traffic in Arms Regulations.

19.5 Anti-Corruption

Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the Canadian Corruption of Foreign Public Officials Act.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Privacy Policy, the Third-Party Data Sharing Network Participation Agreement (if executed), any applicable Order Form, DPA, and Subscriber Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

20.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

20.3 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

20.4 Assignment

Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms without consent to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms.

20.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, power failures, internet disruptions, carrier outages, or third-party service outages.

20.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

20.7 Notices

All notices required or permitted under these Terms shall be in writing and delivered by email to the account administrator on file (for notices to Subscriber) or to legal@billity.ai (for notices to Billity AI).

20.8 Third-Party Beneficiaries

Except as expressly provided in Section 18 (End Customer Terms), these Terms do not confer any rights or remedies on any person or entity other than the parties and their permitted successors and assigns.

20.9 Interpretation

Headings are for convenience only and shall not affect the interpretation of these Terms. The word “including” means “including without limitation.”

21. Contact Information

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

DataBillity, Inc. d/b/a Billity AI
Attn: Legal Department
Email: legal@billity.ai
Phone: 206-657-6752
Web: www.billity.ai

For privacy-related inquiries, please contact our Data Protection Officer at privacy@billity.ai, as described in Section 16 of the Privacy Policy.

For reference, the Data Protection Officer / Privacy Officer position described in Section 16 of the Privacy Policy is held by Bryan Guy, J.D., CEO & Co-Founder of DataBillity, Inc. d/b/a Billity AI, using the contact information (including privacy@billity.ai) set forth in that Section. Nothing in this sentence is intended to narrow, replace, or supersede any other provision of these Terms or the Privacy Policy.

© 2026 DataBillity, Inc. d/b/a Billity AI. All rights reserved.
This document is Proprietary & Confidential.