Legal

Terms of Service

Last updated: [DATE]  ·  Effective: [DATE]
⚠ Draft for legal review — do not publish as-is. This is a structured starting point, not legal advice. Because Brio3 provides automated calling and aggregated contact data, the sections on customer calling-compliance responsibilities, data licensing, warranties, and liability must be reviewed by a qualified attorney. Fill in every [BRACKET] before review.

01 Agreement to terms

These Terms of Service ("Terms") are a binding agreement between you and [LEGAL ENTITY NAME] ("Brio3," "we," "us," or "our") governing your access to and use of our lead-generation platform, voice agent, ICP curation, aggregated contact data, website, and related services (collectively, the "Services").

By accessing or using the Services, or by signing an order form or subscription agreement that references these Terms, you agree to be bound by them. If you do not agree, do not use the Services. If you use the Services on behalf of a company, you represent that you are authorized to bind that company.

[If you use separate signed order forms / MSAs with customers, clarify how those documents and these Terms interact and which controls in a conflict.]

02 Who can use the Services

The Services are intended solely for business use by organizations and their authorized representatives. You must be at least 18 years old and capable of forming a binding contract. The Services are offered to customers in the United States. [Revise if you expand outside the U.S.]

03 The Services

Brio3 provides a B2B lead-generation platform that combines: (a) a voice agent capable of placing outbound and handling inbound calls; (b) ideal-customer-profile (ICP) curation performed by our team; and (c) business contact data aggregated from third-party providers. The specific features, data volumes, and service levels available to you depend on the plan or order form you subscribe to.

We may modify, add, or remove features of the Services from time to time. [If you commit to any service levels / uptime, reference the SLA here or state that none is provided.]

04 Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us promptly of any unauthorized use. You must provide accurate account information and keep it current.

05 Fees & payment

  • Fees are set out in your applicable plan or order form and may include a monthly platform fee, data allotments, ICP/expertise fees, and add-on data purchases.
  • Unless stated otherwise, fees are billed [monthly/annually] in advance and are non-refundable except as required by law or expressly stated.
  • Add-on data packs and usage beyond your included allotment are billed [describe overage billing].
  • Late payments may result in suspension of the Services and [interest/late fees, if any].
  • Fees are exclusive of taxes; you are responsible for applicable taxes.
  • We may change pricing on renewal with [NOTICE PERIOD] notice.

06 Customer responsibilities & calling compliance

Because the Services involve automated outbound calling using contact data, you have important compliance responsibilities. You agree that:

  • You will use the Services only for lawful B2B outreach and in compliance with all applicable laws, including the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, state telemarketing and call-recording laws, and Do-Not-Call requirements.
  • You are responsible for determining whether and how you may lawfully contact the individuals and businesses on your call lists, including obtaining any required consent and honoring opt-out and do-not-call requests.
  • You will not use the Services to contact individuals or numbers you are prohibited from contacting.
  • You will provide any legally required disclosures on calls, including disclosure of automated or AI-generated voice where required. [Allocate responsibility between Brio3 and customer for these disclosures — critical, review with counsel.]

[This section allocates significant legal risk. An attorney should define exactly which compliance obligations sit with Brio3 versus the customer, since regulators may hold either party responsible.]

07 Acceptable use

You agree not to:

  • Use the Services for any unlawful, harassing, deceptive, or fraudulent purpose.
  • Use the Services for scams, spam, or any communications prohibited by law.
  • Reverse engineer, resell, or provide the Services to third parties except as permitted.
  • Interfere with or disrupt the integrity or performance of the Services.
  • Attempt to gain unauthorized access to the Services or related systems.
  • Use the contact data provided through the Services for any purpose other than as permitted under these Terms and applicable third-party data licenses.

08 Data & content

Your data. You retain ownership of the data you submit to the Services ("Customer Data"). You grant us a license to use Customer Data to provide and improve the Services. [Clarify scope — whether you use Customer Data to improve models/services, and any de-identification.]

Call recordings. [State who owns call recordings/transcripts, how they may be used, and how recording-consent obligations are handled — coordinate with the Privacy Policy.]

Our handling of personal information is described in our Privacy Policy.

09 Third-party data & services

The Services incorporate business contact data from third-party providers and may integrate with third-party tools (such as CRMs and telephony providers). Your use of such data and integrations may be subject to those third parties' terms. We do not guarantee the accuracy, completeness, or currency of third-party data. [Confirm your provider licenses permit the downstream use you offer customers, and pass through any required end-user restrictions here.]

10 Intellectual property

We and our licensors own all rights in the Services, including the platform, software, voice-agent technology, and all related intellectual property. These Terms grant you a limited, non-exclusive, non-transferable right to use the Services during your subscription. You receive no rights other than those expressly granted here. Any feedback you provide may be used by us without restriction.

11 Confidentiality

Each party may receive confidential information from the other. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and not disclose it except to those who need to know and are bound by similar obligations. This does not apply to information that is public, independently developed, or lawfully received from a third party. [If you use a separate NDA/MSA, reconcile with this section.]

12 Term & termination

These Terms remain in effect while you use the Services. Either party may terminate [describe notice / subscription term — e.g. at the end of the then-current billing period with notice].

We may suspend or terminate your access immediately if you breach these Terms, fail to pay, or use the Services unlawfully. On termination, your right to use the Services ends. [State what happens to Customer Data and call recordings on termination — return/deletion window.] Sections that by their nature should survive termination (including fees owed, IP, disclaimers, liability limits, and indemnities) will survive.

13 Disclaimers

The Services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or secure, that contact data will be accurate or current, or that use of the Services will generate any particular results, leads, or revenue.

[Attorney should confirm disclaimer language and formatting meets conspicuousness requirements in your governing-law state.]

14 Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to the Services.

Our total aggregate liability arising out of or relating to these Terms or the Services will not exceed [e.g. the amounts you paid to us in the 12 months preceding the claim].

[Liability caps and carve-outs — e.g. for a party's indemnity obligations, breach of confidentiality, or a customer's compliance violations — should be set by counsel. Given TCPA statutory damages can be substantial, the allocation of calling-compliance liability is especially important.]

15 Indemnification

You agree to indemnify and hold harmless Brio3 and its affiliates, officers, and employees from claims, damages, and expenses (including reasonable attorneys' fees) arising out of your use of the Services, your Customer Data, your call lists and outreach, or your violation of these Terms or applicable law (including calling-compliance laws). [Attorney should decide whether Brio3 provides any reciprocal indemnity, e.g. for IP infringement claims relating to the platform.]

16 Governing law & dispute resolution

These Terms are governed by the laws of the State of [STATE], without regard to conflict-of-laws rules. [Specify dispute resolution: courts of a particular venue, or binding arbitration. If you want an arbitration clause and/or class-action waiver, an attorney must draft it to be enforceable — these have specific requirements.]

17 Changes to the terms

We may update these Terms from time to time. When we make material changes, we will revise the "Last updated" date and provide notice as appropriate. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

18 General

  • Entire agreement. These Terms, together with any order form and referenced policies, are the entire agreement between you and us regarding the Services.
  • Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
  • Severability. If any provision is found unenforceable, the rest remains in effect.
  • Waiver. Our failure to enforce a provision is not a waiver.
  • Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.

19 Contact

Questions about these Terms:

  • Email: [legal@brio3.com]
  • Mail: [COMPANY NAME, MAILING ADDRESS]