Terms of Service
Effective Date: January 12, 2026
This Agreement governs your access to and use of PingMunk's artificial intelligence-powered telephone answering platform and associated services. This contract is established between MQL Media, Inc. doing business as PingMunk ("PingMunk," "we," "our," or "us") and the business entity or individual subscribing to our platform ("Client," "you," or "your").
IMPORTANT NOTICE: This Agreement contains mandatory arbitration provisions and prohibits class action proceedings for dispute resolution. Please review Section 14 carefully. For inquiries regarding this Agreement, contact: help@pingmunk.com
1. DEFINITIONS
1.1 Core Terms
"Platform" means PingMunk's AI-powered telephone reception system, including all software, applications, interfaces, and web properties we operate
"AI Assistant" refers to our automated voice response technology that handles incoming telephone communications
"Call Data" encompasses audio recordings, textual transcriptions, metadata, and derivative information generated from telephone interactions
"Client Account" means your registered access portal for Platform configuration and data management
"Service Plan" designates your selected subscription tier and associated feature access
"End User" means any individual who contacts your business through the Platform
"Client Content" includes all information, data, and materials you provide to or generate through the Platform
2. ELIGIBILITY AND ACCOUNT CREATION
2.1 Minimum Requirements
Access to the Platform requires that you:
Have reached at least eighteen (18) years of age
Operate within jurisdictions where our Platform is legally offered and permissible
Possess legal authority to enter binding contractual relationships
Accept all provisions contained within this Agreement
2.2 Entity Authorization
When accessing the Platform on behalf of any organization, you affirm that:
You hold proper authorization to bind that organization to contractual obligations
The organization accepts full responsibility for all activities under the Account
You will ensure organizational compliance with all Agreement terms
2.3 Account Integrity
Prior suspension or termination from our Platform constitutes permanent ineligibility for future access. Attempting to circumvent such restrictions violates this Agreement and applicable law.
2.4 Binding EffectYour Platform access, whether through explicit acceptance mechanisms or continued usage, constitutes unconditional agreement to all terms herein. Inability or unwillingness to accept these terms prohibits Platform use.
3. PLATFORM CAPABILITIES AND FEATURES
3.1 Service Components
Our Platform delivers:
Automated Call Handling: AI Assistant technology that receives, processes, and responds to incoming telephone communications
Appointment Coordination: Scheduling functionality integrated with your business systems
Administrative Dashboard: Web-based control interface for Platform configuration, monitoring, and data access
Mobile Applications: Smartphone and tablet applications for Platform management
Integration Framework: Connectivity with your existing business software and third-party systems
Data Management: Storage, processing, and retrieval systems for Call Data
3.2 Call Recording Framework
The Platform automatically generates audio recordings and textual transcripts of all End User interactions with the AI Assistant. This functionality serves multiple purposes:
Providing you with comprehensive communication records
Enabling quality assurance and performance optimization
Supporting Platform improvement and AI model training
Facilitating regulatory compliance and dispute resolution
All Call Data becomes accessible through your Client Account dashboard upon generation.
3.3 Account Registration Requirements
Platform access requires:
Completion of our registration process with accurate business information
Selection of an available Service Plan tier
Maintenance of current email addresses and telephone numbers on file
Provision of valid payment instruments
You bear sole responsibility for:
Accuracy and currency of all Account information
Security of login credentials and access controls
Immediate notification of unauthorized Account access or security breaches
All activities occurring through your Account credentials
We reserve authority to disable Account access at our discretion for Terms violations or security concerns.
3.4 Google API Integration
Our Platform's integration with Google services adheres strictly to Google API Services User Data Policy requirements, including all Limited Use provisions governing data handling and transfer restrictions.
3.5 Telephone Number Management
Upon subscription activation, we will either:
Host your existing business telephone number through our Platform, or
Assign a dedicated forwarding number for Platform routing
Telephone numbers not ported to alternative providers within ninety (90) days following subscription termination become available for reassignment at our discretion.
3.6 Payment Processing Capabilities
The Platform enables collection of payment information from End Users for appointment deposits, service prepayments, or other business purposes. You acknowledge and agree:
PingMunk operates neither as a financial institution nor payment processor
Payment processing occurs exclusively through your designated third-party payment processor
We never access, store, or process payment card information
You bear sole responsibility for:
Obtaining necessary End User authorizations for payment collection
Ensuring payment processor compliance with applicable security standards (PCI-DSS, etc.)
Payment processor terms and conditions
All payment-related disputes and chargebacks
3.7 Call Recording Compliance
Call recording practices face extensive federal, state, local, and international regulatory requirements. You acknowledge:
The Platform provides customizable notification templates to inform End Users of recording practices
Template implementation, modification, and compliance remain your sole responsibility
We bear no liability for your recording practices or regulatory compliance
You must independently verify that your recording practices satisfy all applicable legal requirements
Recording and monitoring of communications for business purposes may require:
Prior End User consent (one-party or all-party, depending on jurisdiction)
Audible notification tones
Specific disclosure language
Recordkeeping of consent documentation
Personal information processing through Call Data follows our Privacy Policy and Data Processing Addendum requirements.
3.8 Text Messaging Functionality
Platform text messaging capabilities enable:
Transactional Messages:
Website or scheduling platform links
Business location directions
Appointment confirmations and reminders
Promotional Communications:
Website Chat Widget:
Your Responsibilities:
Content and appropriateness of all messages transmitted
Compliance with telecommunications marketing laws (TCPA, CAN-SPAM, CASL, etc.)
Proper consent acquisition and documentation
Opt-out request processing and recordkeeping
Link destinations and third-party content accessed by End Users
Platform Capabilities:
The Platform provides technical mechanisms for:
Consent collection through customizable templates
Opt-out processing and suppression list maintenance
Communication preference management
Consent and opt-out logging
However, you retain sole responsibility for:
Determining legal requirements applicable to your messaging practices
Configuring consent mechanisms appropriately
Maintaining current suppression lists
Honoring End User communication preferences
Limitations: Text messaging availability may vary based on:
We provide commercially reasonable efforts to maintain described functionality but make no warranties regarding feature availability, message delivery, or regulatory compliance.
3.9 Artificial Intelligence Capabilities3.9.1 AI Technology Implementation
The Platform employs artificial intelligence, machine learning, natural language processing, and related technologies ("AI Systems") to deliver core functionality. End Users interact with AI-powered features through:
Inputs: Spoken communications and information provided during telephone interactions
Outputs: AI-generated responses, scheduling actions, information retrieval, and related automated behaviors
3.9.2 AI System Training and CustomizationOur AI Systems undergo training using:
Industry-specific licensed datasets relevant to your business sector
Information publicly available from your website and digital presence ("Business Intelligence")
Data you voluntarily provide for customization purposes
Call Data generated through Platform usage
Customer relationship management data you authorize us to access
3.9.3 Data License for AI Enhancement
You grant PingMunk a perpetual, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to:
Access, collect, and process Business Intelligence from your online properties
Utilize customer relationship management data you provide
Process and analyze Call Data for AI training and improvement
Create derivative, de-identified, and anonymized datasets
Employ such data for Platform enhancement and internal business purposes
You authorize necessary access to your information systems to exercise this license and acknowledge our right to generate and utilize derivative data products without restriction when properly anonymized.
3.9.4 AI Output Characteristics and Limitations
You acknowledge and accept that AI Systems:
May Generate Inaccurate Information:
Outputs can contain factual errors, inconsistencies, or incomplete information
AI-generated content requires human verification before reliance
Statistical models cannot guarantee accuracy or appropriateness
Lack Human Judgment:
AI Systems cannot replace human oversight for critical decisions
Technology limitations prevent full contextual understanding
Edge cases may produce unexpected or inappropriate responses
May Produce Similar Outputs:
Different users may receive identical or substantially similar AI responses
Outputs cannot be protected as your unique intellectual property
Common queries typically generate standardized responses
Require Age-Appropriate Use:
Platform access must be restricted to End Users aged 16 and older
You must implement appropriate safeguards to prevent minor access
Age verification remains your responsibility
3.9.5 Prohibited AI ApplicationsYou must not use AI-generated Outputs for:
Credit or lending decisions
Educational assessments or admissions
Employment hiring, promotion, or termination
Housing qualification or tenancy decisions
Insurance underwriting or claims
Legal advice or representation
Medical diagnosis or treatment recommendations
Any purpose with material legal or significant personal impact
3.9.6 Output Disclaimers
AI-generated Outputs:
Do not represent PingMunk's views, opinions, or recommendations
May contain references to third parties without implying endorsement or affiliation
Could include incomplete, incorrect, offensive, or inappropriate content
Require your independent evaluation for suitability and accuracy
You bear exclusive responsibility for:
Evaluating Output appropriateness for your End Users
Implementing quality control and human review processes
Verifying factual accuracy before relying on or sharing Outputs
Consequences of Output usage in your business operations
4. SUBSCRIPTION MODELS AND BILLING
4.1 Subscription Structure
Platform access operates on a recurring subscription basis with the following tiers:
Starter Plan:
Unrestricted conversation duration
Maximum of 25 minutes per monthly billing cycle
Standard feature set access
Monthly automatic renewal
Pro Plan:
Customized solutions tailored to organizational requirements
Pricing and features determined through individual consultation
Governed by supplementary written agreement in addition to these Terms
Contact PingMunk for Pro Plan proposals
4.2 Subscription Duration and Renewal
Each subscription period spans thirty (30) days
Billing cycles commence on your initial signup date
Automatic renewal occurs unless canceled per Section 13
Each renewal period constitutes a new contractual obligation
We owe no obligations beyond each successive 30-day period
4.3 Service Modifications and Pricing
We reserve authority to:
Modify available Service Plans and features
Adjust pricing for Platform components
Introduce new subscription tiers or options
Discontinue specific features or capabilities
Advance notice of at least thirty (30) days will precede:
Price increases for your current Service Plan
Material changes to your subscribed features
Modifications requiring action on your part
4.4 Usage Monitoring and Plan Transitions
For Unlimited Minutes Plan subscribers:
4.5 Trial Period Offerings
We may offer promotional trial periods to new subscribers featuring:
Temporary Platform access without charge
Variable duration specified at registration
Potential feature or usage limitations
Automatic conversion to paid subscription unless canceled
Trial eligibility restrictions:
Generally limited to first-time subscribers
Prior subscribers typically ineligible unless expressly stated
Additional conditions may apply as communicated during signup
Trial terms supplement but do not supersede this Agreement
4.6 Financial ObligationsFees and Charges:
You agree to pay:
Subscription fees for your selected Service Plan
Applicable taxes based on your registered business address
Setup, activation, or configuration fees when applicable
Additional feature or usage charges as incurred
Billing Commencement:
Charges begin on signup date regardless of immediate feature availability
Initial billing includes full calendar day charge for signup date
Prorated billing does not apply to partial initial periods
Upgrade and Downgrade Timing:Upgrades (Increased Cost):
Effective immediately upon selection
Additional charges apply to current billing period
New rate continues minimum two (2) additional billing periods
Prorated current-period charges due immediately
Downgrades (Decreased Cost):
Effective beginning next billing period
No current-period credits or refunds issued
Reduced rate continues until subsequent modification
Invoice Delivery:
Electronic invoices sent to Account email address
Your responsibility to maintain current email on file
Payment due upon invoice receipt unless otherwise specified
4.7 Payment Method Requirements
You must:
Maintain valid payment instrument associated with Account
Authorize automatic recurring charges every 30 days
Ensure payment method remains current and funded
Accept sole liability for payment fraud or unauthorized use
You represent and warrant:
Payment information accuracy and completeness
Legal authorization to use designated payment method
Responsibility for all charges incurred under your Account
Non-Refundable Nature: Except as expressly provided herein:
All payments are final and non-refundable
No credits for partial billing periods
No refunds for unused Platform features or capacity
Downgrades do not generate refunds for current period
4.8 Late Payment and CollectionsImmediate Consequences:
Failed or late payments may result in:
Immediate Platform access suspension
Service termination at our discretion
Account credential disabling
Late Fees and Interest: Payments unpaid for thirty (30) days after due date incur:
Late fee of $10.00 USD
Monthly interest at 1.5% (18% annually) or maximum legal rate, whichever is lower
Interest accrual from 30 days post-due until payment received
Collections Actions: Accounts referred to collections agencies or legal counsel require you to pay:
All reasonable attorney fees
Collection agency fees and costs
Court costs and related expenses
Reinstatement Requirements: Returning subscribers with prior unpaid balances must:
Pay all outstanding fees, late charges, and interest
Clear collections or legal holds
Satisfy reinstatement at our sole discretion
Credits, promotional offers, and vouchers cannot offset unpaid balances.
5. PRIVACY AND COMMUNICATIONS
5.1 Service-Related Communications
We may contact you regarding Platform usage through:
Communication purposes include:
Service announcements and updates
Administrative notices
Billing and payment information
Security alerts
Mandatory legal notifications
While you may adjust certain communication preferences per our Privacy Policy, active subscription requires receipt of critical service communications. Complete opt-out from essential notices is unavailable during active subscription.
5.2 Privacy Policy Acknowledgment
You acknowledge:
These Terms and our Privacy Policy constitute adequate notice of processing activities. You release PingMunk from liability and waive claims related to:
Privacy practices described in governing documents
End User data processing through Platform operation
Third-party service provider data sharing as disclosed
5.3 Text Message Consent
Providing your wireless telephone number constitutes consent to receive:
Platform-related informational messages
Service updates and notifications
Requested information delivery
Response to your text-initiated communications
Message frequency depends on:
Your Account activity and configuration
Requested services or information
Platform updates and maintenance
Opt-Out Process: Reply "STOP" or "UNSUBSCRIBE" to any message to cease text communications.
Cost Responsibility:
Standard messaging and data rates apply
Your wireless carrier determines applicable charges
Contact your carrier regarding rate information
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Platform Ownership
PingMunk retains all ownership rights to:
AI Systems and underlying algorithms
Platform software and source code
Website content and design elements
Proprietary APIs and interfaces
Documentation and support materials
Trademarks, logos, and brand elements
All derivative works and improvements
These materials ("PingMunk IP") are protected by:
United States and international copyright law
Trademark and trade dress protections
Trade secret law
Patent rights where applicable
Contractual restrictions
6.2 License Grant to You
We grant you a limited, non-exclusive, non-transferable, revocable license to:
Access Platform features included in your Service Plan
Use PingMunk IP solely for internal business purposes
Permit authorized employees and contractors to access Platform under your supervision
Download and print materials expressly designated as downloadable
License Restrictions: This license does NOT permit:
Commercial redistribution or resale
Sublicensing to third parties
Creation of derivative works
Reverse engineering or decompilation
Removal of proprietary notices
Use beyond subscribed Service Plan scope
License Termination: Your license terminates automatically upon:
Breach of any Agreement provision
Subscription cancellation or expiration
Termination of this Agreement for any reason
6.3 Website Content UsageWebsite materials are licensed solely for:
Viewing during normal website browsing
Personal reference for Platform usage
Internal business planning and evaluation
Prohibited activities include:
Reproduction for external distribution
Modification or creation of derivative works
Electronic or mechanical republishing
Commercial exploitation
Meta tags or hidden text using our marks
Mirroring or systematic downloading
6.4 Trademark Rights
All PingMunk trademarks, service marks, logos, and trade dress constitute our exclusive property. Unauthorized use prohibited without express written permission from authorized PingMunk officers.Third-party marks appearing in Platform are used with permission and remain property of respective owners.
6.5 Feedback and Suggestions
Any suggestions, ideas, improvements, or feedback you provide ("Feedback") regarding the Platform:
Becomes our sole property upon submission
Grants us unrestricted rights to implementation
Imposes no compensation obligation to you
Carries no confidentiality obligation on our part
Alternative formulation: You grant us a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to utilize Feedback for any purpose without restriction or compensation.By providing Feedback, you represent:
No third-party intellectual property claims affect the Feedback
No license terms restrict our use of Feedback
We may incorporate Feedback without third-party obligations
6.6 Unsolicited Submission Policy
Do not send unsolicited submissions including:
Business proposals or ideas
Marketing concepts or campaigns
Product feature suggestions (outside designated feedback channels)
Creative works or content
Technical implementations or code
This policy prevents potential disputes when our development roadmap coincidentally resembles submitted ideas.
Consequences of Unsolicited Submissions: Despite this request, if you submit materials anyway:
Submissions become our property without compensation
No obligation exists to review, consider, or implement submissions
We may use or redistribute submissions without restriction
No confidentiality obligation applies to submissions
7. CLIENT CONTENT AND DATA RIGHTS
7.1 Ownership and Responsibility
As between parties, Client Content belongs to you. We claim no ownership rights to your proprietary information.You bear sole responsibility for:
Accuracy, quality, and legality of Client Content
Means by which you acquired Client Content
Results of processing Client Content through Platform
Security and backup of Client Content
Public disclosure or misuse of Client Content
Third-party rights compliance (privacy, publicity, intellectual property)
We assume no liability for:
Client Content loss or corruption
Unauthorized access to Client Content
Consequences of Client Content use or publication
7.2 License to PingMunk
By submitting Client Content to Platform, you grant us a perpetual, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to:
Primary Purposes:
Facilitate your Platform use and service delivery
Develop, train, and enhance AI Systems and models
Improve Platform functionality and performance
Provide customer support and troubleshooting
Secondary Purposes:
Market PingMunk and Platform capabilities (with proper anonymization)
Enforce Agreement terms and protect our rights
Comply with legal obligations and valid legal process
Purposes to which you specifically consent
6.3 Platform as Passive Conduit
You acknowledge PingMunk functions solely as:
Technology provider and platform host
Passive conduit for your Client Content
Infrastructure for your business communications
We do NOT:
Monitor or evaluate Client Content proactively
Guarantee Client Content accuracy, integrity, or quality
Assume responsibility for Client Content appropriateness
Review Client Content before processing or transmission
However, we reserve discretionary authority to:
Review Client Content when necessary
Remove, delete, or block problematic Client Content
Suspend Accounts based on Client Content violations
Investigate potential Terms violations
7.4 Content Restrictions and Prohibited DataProhibited Content Categories:
You must not submit Client Content that:Illegal or Harmful Material:
False, defamatory, or libelous statements
Obscene, pornographic, or sexually explicit content
Harassing, threatening, or discriminatory material
Content promoting violence, hatred, or bigotry
Material supporting illegal activities
Rights Violations:
Infringes intellectual property rights (copyright, trademark, patent, trade secret)
Violates third-party contractual rights
Misappropriates proprietary information
Contains unauthorized use of personal likenesses or information
Harmful to Minors:
Content targeting or exploiting children
Requests for minor personal information
Age-inappropriate material accessible to minors
Technical Threats:
Malware, viruses, or destructive code
Network disruption mechanisms
Unauthorized access tools or exploits
Spyware or tracking software
Misrepresentation:
False identity or affiliation claims
Impersonation of individuals or organizations
Fraudulent or deceptive content
System Interference:
Content designed to burden Platform infrastructure
Attempts to disrupt service availability
Exploitation of Platform vulnerabilities
Sensitive Information Categories ("Prohibited Data"):
The Platform is NOT designed to process:
Protected health information (PHI) under HIPAA
Payment card information (PCI data)
Social Security numbers or government-issued identification
Financial account credentials or statements
Biometric identification data
Genetic or medical test results
Information on U.S. Munitions List
ITAR-controlled technical data
Classified government information
Defense articles or services data
Consequences of Prohibited Data Submission: You assume all liability for Prohibited Data submission, including damages resulting from our processing of such data, even when caused by Platform operation or our negligence.
7.5 Enforcement Discretion
=While we do not systematically police Client Content, we may:
Block or remove violating content at our discretion
Determine content objectionability based on our policies
Take action without prior notice
Investigate compliance issues
You remain solely responsible for:
Client Content and its consequences
Outcomes of online publication
Third-party access or use
Legal compliance
7.6 AI Input/Output OwnershipOwnership Assignment:
To the maximum extent permitted by law, all Inputs and Outputs generated through AI System interaction with your End Users constitute Client Content and belong to you.We assign you all rights, title, and interest in such Inputs and Outputs. If deemed the legal owner despite intent, we hereby assign all ownership rights to you.
Your Responsibilities for AI Content:
Verify accuracy and appropriateness
Ensure legal compliance
Review for errors or inconsistencies
Implement quality control measures
Bear consequences of use or reliance
Our Rights Despite Assignment: We reserve rights to:
Access and process Inputs/Outputs for internal business purposes
Use for legal compliance and risk management
Generate anonymized data for unrestricted use
Process for purposes described in Privacy Policy
Liability Limitations: We bear no liability for:
AI-generated content accuracy or completeness
Third-party viewing, copying, or distribution of Outputs
Errors, omissions, or inconsistencies in AI content
Losses resulting from Output use or reliance
Derivative works created from Outputs
7.7 Copyright Infringement Claims
For copyright infringement concerns:
Contact: help@pingmunk.com
Required Information:
Detailed description of allegedly infringing content
Specific Platform location of content
Good faith belief statement regarding unauthorized use
Ownership or authorized agent statement
Your contact information
Sworn statement under penalty of perjury regarding accuracy
We respond to valid DMCA notices per 17 U.S.C. § 512 and may:
Remove allegedly infringing content
Terminate repeat infringer Accounts
Investigate claims and take appropriate action
8. ACCEPTABLE USE AND COMPLIANCE OBLIGATIONS
8.1 End User Relationship Clarification
The Platform facilitates communications between you and End Users but does not:
Alter your legal relationship with End Users
Make PingMunk a party to your transactions
Create agency or partnership with End Users
Impose PingMunk obligations to End Users
You remain solely responsible for:
All agreements, products, and services offered to End Users
Payment processing and fulfillment
Customer service and dispute resolution
Warranty obligations and product liability
Legal compliance in End User transactions
End User disputes must be resolved directly between you and the End User without PingMunk involvement.
8.2 Privacy and Consent Obligations
You bear exclusive responsibility for privacy compliance regarding:
Notice and Consent Requirements:
Specific Feature Compliance:
SMS Features: Configure systems to collect opt-in consent, provide opt-out mechanisms, and maintain suppression lists
AI Features: Ensure End Users understand AI interaction and limitations
Recording Features: Provide required one-party or all-party consent notices
Age Restrictions:
Restrict Platform access to End Users aged 16 or older
Implement reasonable age verification measures
Immediately address discovered minor usage
Data Accuracy and Lawfulness:
Ensure lawful collection of all data submitted to Platform
Verify accuracy of Personal Data provided
Maintain data quality and currency
Security Measures:
Prevent unauthorized Platform access
Protect End User information from breaches
Notify PingMunk promptly of security incidents
Implement reasonable security controls
8.3 HIPAA Covered Entity Obligations
If you qualify as a HIPAA Covered Entity or Business Associate:
You must execute a separate Business Associate Agreement with PingMunk
This Agreement alone does NOT authorize PHI processing
Contact help@pingmunk.com for BAA execution
Platform use without BAA violates HIPAA and these Terms
8.4 Prohibited Uses
Platform use is strictly prohibited for:
Illegal Activities:
Violations of CAN-SPAM Act, TCPA, CASL, or COPPA
HIPAA violations (without proper BAA)
Securities or commodities regulation violations
Promotion of illegal goods or services
Consumer fraud or deceptive practices
Money laundering or financial crimes
Harmful or Inappropriate Content:
Adult entertainment services
Illegal gambling operations
Counterfeit goods distribution
Pirated products or services
Pyramid schemes or pump-and-dump operations
Defamatory or dishonest communications
Obscene, sexually explicit, or pornographic material
Violent, threatening, or harassing content
Hate speech or discriminatory material
Platform Misuse:
Resale, sublicensing, or unauthorized distribution
Reverse engineering or decompilation
Derivative work creation
Excessive resource consumption
System vulnerability exploitation
Fraudulent Account activity
Unauthorized access attempts
Interference with other users
Service disruption or sabotage
8.5 Compliance Representation
You represent and warrant:
Compliance with all applicable laws and regulations including:
Privacy and data protection laws
Telecommunications regulations
Consumer protection statutes
Industry-specific requirements
Export control laws
Maintenance of necessary licenses and registrations
Authority to conduct business in your jurisdiction
Accuracy of information provided to PingMunk
8.6 Compliance Support Limitations
The Platform does NOT provide:
Legal advice or compliance counseling
Professional compliance services
Regulatory interpretation
Jurisdiction-specific guidance
Template notices and default settings:
Do NOT guarantee legal compliance
Require your independent legal review
Must be customized for your jurisdiction
Are provided for convenience only
You rely on templates and default settings at your own risk and must independently verify legal adequacy.
9. SERVICE AVAILABILITY AND TECHNICAL REQUIREMENTS
9.1 Availability Commitment
We commit commercially reasonable efforts to:
Maintain Platform availability during subscribed service hours
Support integration with your existing systems
Provide technical assistance for Platform implementation
Minimize planned and unplanned downtime
Expected Unavailability: Service interruptions may result from:
Scheduled maintenance windows (with advance notice when feasible)
Emergency maintenance and security patches
Hardware or software failures
Third-party service provider outages
Network infrastructure issues
Excessive usage by Subscribers or End Users
Cyberattacks or security incidents
Force majeure events beyond our control
9.2 Integration Responsibility
You bear sole responsibility for:
Costs of integrating Platform with your systems
Compatibility assessment before subscription
Technical resources for implementation
Ongoing system maintenance and updates
Data synchronization and accuracy
Network connectivity and bandwidth
9.3 Mutual Obligations
Both parties agree to:
Allocate sufficient qualified personnel for integration
Provide necessary technical documentation
Designate contact persons for coordination
Communicate technical issues promptly
Cooperate to resolve integration challenges
9.4 Technical RequirementsDevice and Connectivity:
Compatible computing device (specifications on website)
Reliable internet connection with adequate bandwidth
Updated web browser or mobile application
Supported operating system version
Mobile Application Requirements:
Compatible smartphone or tablet device
Operating system meeting minimum version requirements
Available storage space for application and data
Camera, microphone, and location permissions as needed
Current requirements are published:
On Platform website for web access
On relevant app stores for mobile applications
Subject to change with reasonable notice
9.5 Updates and ModificationsWe may release Updates including:
New features and functionality
Bug fixes and error corrections
Security patches and improvements
Performance optimizations
User interface changes
API modifications
Update Requirements:
Automatic installation (when settings permit) or manual download
Prompt installation to maintain full functionality
Agreement to Updates as part of Platform
Acceptance that Updates may modify or remove features
No obligation on our part to provide specific Updates or maintain particular features
Failure to install Updates may result in:
9.6 Third-Party Service IntegrationIntegration Scope: Platform connects with your chosen:
Business software applications
Calendar and scheduling systems
Payment processing platforms
Customer relationship management tools
Marketing automation software
Communication channels
Your Third-Party Service Responsibilities:Legal Compliance:
Review and accept third-party terms of service
Comply with third-party privacy policies
Ensure third-party service legality in your jurisdiction
Maintain necessary licenses or subscriptions
Functionality and Compatibility:
Assess third-party service compatibility with Platform
Monitor ongoing integration functionality
Address integration failures promptly
Accept that integrations may break due to third-party changes
Payment Processing:
Select and contract with payment processors independently
Ensure PCI-DSS compliance by payment processor
Accept payment processor terms and fee structures
Handle payment disputes and chargebacks
Maintain processor account in good standing
SMS Integration:
If using third-party SMS provider, ensure full legal compliance
Accept responsibility for message content and delivery
Maintain required licenses (10DLC registration, etc.)
Handle opt-out processing and suppression
PingMunk Disclaimers for Third-Party Services:
We do NOT:
Endorse or recommend specific third parties
Guarantee third-party service compatibility
Warrant continued integration functionality
Accept liability for third-party actions or failures
Provide support for third-party services
Control third-party terms, pricing, or policies
External Links:
Links to third-party websites are provided solely for convenience. We:
Make no representations about third-party content
Do not endorse linked websites
Bear no responsibility for third-party accuracy or practices
Advise reviewing third-party privacy policies before use
Third-party website access occurs at your own risk under their terms and policies.
9.7 Information Accuracy
Platform information may contain:
We reserve the right to:
Correct errors without notice
Update information at our discretion
Modify pricing or availability without liability
Clarify ambiguous content
No obligation exists to update information except as required by law. Posted dates do not guarantee comprehensive updates.
10. SECURITY REQUIREMENTS AND PROHIBITIONS
You are strictly prohibited from violating or attempting to violate Platform security, including:
Unauthorized Access:
Accessing data or systems not intended for you
Logging into servers or Accounts without authorization
Attempting credential theft or session hijacking
Exploiting authentication vulnerabilities
Security Testing:
Scanning, probing, or testing system vulnerabilities
Penetration testing without express written authorization
Security assessment without prior approval
Bypassing security or authentication measures
Service Disruption:
Submitting malware, viruses, or destructive code
Overloading, flooding, or mail bombing systems
Denial of service attacks or similar disruption
Network packet manipulation or header forgery
Excessive automated requests
Unsolicited Communications:
Sending spam or unsolicited commercial email
Mass email distribution through Platform
Forging email headers or sender information
Automated bulk messaging
Automated Access:
Using robots, spiders, or scrapers not provided by us
Automated navigation beyond intended functionality
Circumventing rate limits or access controls
Harvesting user data or content
Violation Consequences: Civil and criminal liability may result from security violations. We will:
Investigate suspected violations thoroughly
Cooperate fully with law enforcement
Pursue civil remedies against violators
Immediately terminate violating Accounts
Report violations to authorities as appropriate
11. WARRANTIES AND DISCLAIMERS
11.1 Disclaimer of WarrantiesTO THE MAXIMUM EXTENT PERMITTED BY LAW:
No Warranties Provided: THE PLATFORM IS PROVIDED "AS IS," "AS AVAILABLE," AND "WHERE-IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
Specific Disclaimers: WE SPECIFICALLY DISCLAIM ALL WARRANTIES INCLUDING:
MERCHANTABILITY
FITNESS FOR PARTICULAR PURPOSE
NON-INFRINGEMENT OF THIRD-PARTY RIGHTS
ACCURACY OR COMPLETENESS
RELIABILITY OR AVAILABILITY
TITLE OR QUIET ENJOYMENT
RESULTS OR OUTCOMES
ERROR-FREE OPERATION
UNINTERRUPTED ACCESS
DEFECT CORRECTION
VIRUS OR MALWARE ABSENCE
No Oral Warranties: No oral or written information, statements, or advice from PingMunk or our representatives creates warranties unless embodied in a writing signed by an authorized PingMunk officer.
11.2 Service Performance DisclaimerWe do not warrant or guarantee:
Platform will meet your specific requirements
Platform operation will be uninterrupted or error-free
Defects will be corrected promptly or at all
Platform is free from harmful components
Results will meet your expectations
Third-party integrations will function properly
Data accuracy or completeness
AI Output quality or appropriateness
11.3 AI System Disclaimers
Regarding AI Systems and Outputs:
Accuracy cannot be guaranteed
Human-like reasoning is not present
Unexpected behaviors may occur
Training data limitations affect performance
Outputs require human verification
Legal compliance is not assured
Professional advice is not provided
Individual results will vary
11.4 Third-Party Disclaimers
Regarding third-party services and integrations:
Compatibility is not guaranteed
Functionality may change without notice
Availability depends on third parties
Quality and performance vary
Terms and policies are beyond our control
11.5 Your Assumption of Risk
You acknowledge and accept:
Platform use occurs at your sole risk
You must independently verify Platform suitability
Professional advice should be obtained for critical applications
Backup systems and redundancy are your responsibility
Business continuity planning is essential
No technology is perfectly reliable
12. LIMITATION OF LIABILITY
12.1 Damages ExclusionTO THE MAXIMUM EXTENT PERMITTED BY LAW, PingMunk SHALL NOT BE LIABLE FOR:
Consequential Damages:
Indirect damages of any nature
Incidental losses or costs
Special damages or circumstances
Exemplary or punitive damages
Consequential business losses
Economic Losses:
Lost profits or revenue
Lost business opportunities
Lost data or information
Lost use or diminution in value
Business interruption losses
Cost of substitute services or products
Reputational Harm:
Loss of goodwill
Damage to reputation or brand
Customer relationship harm
Market position deterioration
Other Losses:
12.2 Liability Cap
PingMunk's aggregate liability for all claims arising from or related to this Agreement, whether in contract, tort, warranty, statute, or otherwise, SHALL NOT EXCEED:The greater of:
Fees actually paid by you to PingMunk during the three (3) months immediately preceding the event giving rise to liability, OR
One hundred United States dollars ($100.00)
If no fees were paid during the applicable three-month period, the liability cap is $100.00.
12.3 Application Regardless of Fault or Notice
These limitations apply:
Regardless of the form of action
Even if PingMunk was advised of potential damages
Even if PingMunk knew or should have known of damage possibility
Whether claims are based on contract, tort, warranty, statute, or other theory
To all claims collectively, not per claim or incident
12.4 Essential Basis of Bargain
You acknowledge that:
These limitations are essential elements of the Agreement
PingMunk would not provide Platform access without these limitations
Pricing reflects these risk allocations
You have had opportunity to obtain insurance for excluded risks
12.5 Exceptions
Liability limitations do not apply to extent prohibited by applicable law, including for:
Gross negligence or willful misconduct (where not disclaimable)
Personal injury caused by our negligence (where not disclaimable)
Fraud or fraudulent misrepresentation
Violation of consumer protection laws (where indemnification is prohibited)
Death or personal injury from our negligence (in jurisdictions prohibiting limitation)
13. INDEMNIFICATION
13.1 Your Indemnification ObligationYou agree to defend, indemnify, and hold harmless PingMunk, our affiliates, subsidiaries, parents, service providers, and their respective officers, directors, members, employees, agents, partners, contractors, and representatives from and against all third-party and direct claims, losses, liabilities, costs, expenses, damages, settlements, judgments, awards, fines, penalties, and demands, including reasonable attorneys' fees and costs, arising from or related to:
Your Platform Use:
Your access to or use of Platform
Your violation of these Terms
Your violation of applicable laws or regulations
Your End User interactions through Platform
Your business practices and operations
Your products or services provided to End Users
Your Content and Data:
Client Content you submit or process
Your Data accuracy, legality, or appropriateness
Third-party claims regarding Client Content
Intellectual property infringement by your content
Privacy violations related to your data handling
AI Outputs and Results:
Outcomes or results from AI System use
Reliance on AI-generated Outputs
Decisions made based on Platform information
Errors or inaccuracies in Outputs you use
Your Representations and Warranties:
Breach of representations or warranties made herein
Inaccurate information provided to PingMunk
Failure to maintain required authorizations
Regulatory Violations:
TCPA, CAN-SPAM, CASL, or similar law violations
HIPAA violations (unless we agreed to BAA and breach resulted from our violation)
Consumer protection law violations
Deceptive trade practices claims
Recording consent law violations
Text messaging compliance failures
Third-Party Relationships:
13.2 Defense Control
Your Defense Obligations:
Retain qualified legal counsel for defense
Respond promptly to claims and legal process
Provide complete cooperation and information
Keep PingMunk informed of material developments
Seek PingMunk approval before settlements affecting our interests
Our Defense Rights:
Notwithstanding your defense obligation, we may:
Select our own legal counsel at your expense
Assume defense control if we determine appropriate
Participate in defense at our discretion
Review and approve settlement terms
Cost Reimbursement:
When we select our own counsel, you must:
Reimburse our costs and attorneys' fees immediately upon request
Pay invoices as costs are incurred, not upon conclusion
Remain responsible for all indemnified amounts regardless of defense control
13.3 Indemnification Process
To receive indemnification defense:
We will provide prompt written notice of claims
We will provide reasonable assistance and information
We will not settle claims without your consent (unless we assume defense)
Failure to provide prompt notice does not waive indemnification except to extent you were prejudiced by delay.
14. SUBSCRIPTION CANCELLATION AND TERMINATION
14.1 Cancellation by YouCancellation Process:
Initiate cancellation through Account Dashboard
Effective at end of current billing cycle
No partial-period refunds or credits
Access continues through paid period
Pre-Cancellation Obligations: Before cancellation takes effect:
Download or export desired Client Content
Update third-party integrations and forwarding
Notify End Users of service changes
Settle outstanding Account balance
14.2 Termination by PingMunkWe may immediately terminate or suspend your access for:
Payment Issues:
Failed payment or insufficient funds
Disputed or reversed charges
Outstanding balance exceeding 30 days
Terms Violations:
Breach of any Agreement provision
Prohibited use or content
Security policy violations
Fraud or misrepresentation
Risk Management:
Suspected illegal activity
Fraudulent End User interactions
Sexual or illicit encounter facilitation
Resource abuse or excessive usage
Inappropriate business use cases
Threat to Platform integrity or availability
14.3 Termination NoticeWe will provide termination notice via:
Immediate termination may occur without advance notice for:
Serious Terms violations
Illegal activity
Security threats
Emergency situations
14.4 Financial Settlement Upon Termination
Outstanding Balances:
All unpaid fees become immediately due
Late fees and interest continue to accrue
Collection costs added if applicable
Account credits applied to balance
Non-Refundable Fees:
No refunds for unused subscription time
No credits for unused features or capacity
Prepaid fees retained by PingMunk
No prorated refunds for partial periods
Credit Forfeiture:
Account credits become void upon cancellation
Promotional credits cannot be transferred
No cash value for unused credits
14.5 Post-Termination Access and DataImmediate Effects:
License to Platform terminates immediately
Account access disabled (except for data retrieval period)
AI Assistant stops answering calls
Forwarding and hosting services cease
Third-party integrations disconnect
Data Retrieval Period:
Thirty (30) day window to download Client Content
Access limited to data export functionality
No new data processing during retrieval period
Support for export process as reasonably available
Data Deletion: After the 30-day retrieval period:
We permanently delete all Client Content from Platform
Backups purged per normal retention schedule
No recovery possible after deletion
Legal hold or valid legal process may extend retention
Retained Information: We may retain:
Information required for legal compliance
Anonymized or aggregated data for analytics
Financial records per regulatory requirements
Information necessary for dispute resolution
Telephone Number Return:
Port telephone numbers within 90 days or lose number
After 90 days, numbers available for reassignment
Coordinate porting with new provider promptly
14.6 Survival of TermsThe following provisions survive termination:
Fees and Payment (Section 4)
Privacy and Communications (Section 5)
Intellectual Property Rights (Section 6)
Client Content and Data Rights (Section 7)
Third-Party Services provisions (Section 9.6)
Warranties and Disclaimers (Section 11)
Limitation of Liability (Section 12)
Indemnification (Section 13)
Dispute Resolution (Section 15)
General Terms (Section 16)
15. DISPUTE RESOLUTION AND ARBITRATION
IMPORTANT: This Section contains mandatory arbitration provisions and class action waiver. Please read carefully as it significantly affects your legal rights.
15.1 Dispute Definition"Dispute" means any controversy, disagreement, or claim between you and PingMunk arising from or relating to:
This Agreement or its breach, enforcement, or interpretation
Platform access, use, or availability
Services provided or denied
Billing, fees, or payments
Privacy or data handling
Alleged violation of any law, regulation, or ordinance
Any other aspect of our relationship
15.2 Informal Resolution RequirementPre-Litigation Process:
Before initiating formal proceedings, you must attempt informal resolution by:
Sending detailed description of Dispute to help@pingmunk.com
Including Account information and desired resolution
Providing supporting documentation
PingMunk Response:
We will respond via email within reasonable time
Good faith negotiation for resolution
Thirty (30) day informal resolution period
Proceeding to Arbitration: Either party may initiate arbitration if:
Thirty days pass without resolution
Parties agree informal resolution has failed
Negotiations reach impasse
15.3 Binding Arbitration Agreement
Mutual Agreement to Arbitrate: You and PingMunk each agree that all Disputes will be resolved through final and binding arbitration rather than court litigation, except as specified in Section 15.5.
Arbitration Administrator:
Arbitration Services of Menlo Park, Inc. ("ASP")
Conducted under ASP procedural rules
Rules available at ASP website
Arbitration Location:
Menlo Park, CA, United States
Alternative location by mutual agreement
Remote proceedings if permitted by ASP rules
Arbitration Costs:
ASP rules govern fee allocation
Each party bears own attorney fees unless arbitrator awards fees
Filing fees and administrative costs per ASP schedule
Arbitrator Authority: The arbitrator may:
Award any relief available in court
Award attorneys' fees if authorized by law or agreement
Issue written decision with findings of fact and law
Not award punitive damages unless authorized by applicable law
Arbitration Award:
Final and binding on both parties
Enforceable in any court with jurisdiction
Limited appeal rights per Federal Arbitration Act
Written decision provided upon request
15.4 Class Action WaiverIndividual Basis Only:
You may only resolve Disputes with PingMunk on an individual basis. You expressly waive the right to:
Participate as plaintiff in class actions
Serve as class representative
Participate as class member
Join in consolidated actions
Engage in representative proceedings
Participate in private attorney general actions
Prohibited Proceedings: The following are not permitted:
Class arbitrations
Class actions in any forum
Consolidated arbitrations with other parties
Representative arbitrations
Joint hearings or proceedings
Severability of Class Waiver: If any court or arbitrator determines the class action waiver is unenforceable for any reason:
The arbitration agreement remains enforceable for individual claims
Only the class action waiver provision is severed
Any class proceeding must occur in court, not arbitration
15.5 Exceptions to Arbitration
Notwithstanding the arbitration requirement, either party may:
Small Claims Court:
File claims in small claims court if eligible under court's jurisdiction limits
Location: Menlo Park, CA or your county of residence/work
Subject to small claims court rules and procedures
Injunctive Relief:
15.6 Governing LawThis Agreement and all Disputes are governed by:
Laws of the State of California (without conflict of laws principles)
Federal Arbitration Act (9 U.S.C. § 1 et seq.)
Applicable United States federal law
California procedural law for arbitration conduct
15.7 Judicial ProceedingsIf arbitration does not apply to your Dispute or you qualify for exceptions:
Exclusive Jurisdiction:
Federal and state courts located in Menlo Park, California
You consent to personal jurisdiction in these courts
You waive any objection to venue in these courts
Jury Trial Waiver: You and PingMunk each waive the right to jury trial for any judicial proceeding.
15.8 Limitations PeriodOne-Year Claim Filing Deadline:
Regardless of any statute or law to the contrary:
All claims must be filed within one (1) year after the claim accrues
Claims not filed within one year are permanently barred
This applies to arbitration, court, and small claims proceedings
Accrual occurs when claimant knew or should have known of the claim
Discovery Rule: For claims involving fraud or concealment:
Accrual may be delayed until discovery
One-year period begins upon actual or constructive discovery
Burden of proving delayed discovery on claimant
16. GENERAL PROVISIONS
16.1 Independent Contractor RelationshipThis Agreement creates solely an independent contractor relationship. The parties agree:
No Partnership or Joint Venture:
No partnership, joint venture, or business association exists
Neither party acts as legal representative of the other
No authority to bind the other party
No shared profits, losses, or liabilities
Operational Independence:
Neither party controls the other's daily operations
Each party manages own employees and contractors
No power to create obligations on behalf of other party
Each party maintains independent business judgment
16.2 Geographic Scope and Restrictions
Permitted Territories:
Platform designed for United States and Canada only
You may not make Platform available to End Users in other jurisdictions
International access restricted without express authorization
PingMunk Base of Operations:
Owned and operated in United States
Governed by United States law
Subject to United States regulatory requirements
International Access: If you access Platform from outside permitted territories:
Access at your own initiative and risk
Sole responsibility for local law compliance
No representation Platform appropriate for your location
Export control compliance required
Availability Restrictions: We reserve the right to:
Limit service availability by geography
Restrict features by jurisdiction
Control quantity provided to any person or area
Modify availability at our sole discretion
16.3 Legal Compliance Responsibility
Your Compliance Obligations: You are solely responsible for compliance with all applicable:
Privacy and data protection laws
Intellectual property laws
E-commerce and consumer protection regulations
Export control laws
Industry-specific regulations
Professional licensing requirements
Tax laws and reporting requirements
Required Licenses and Registrations: You represent and warrant that you:
Hold all necessary business licenses
Maintain required professional certifications
Comply with industry regulatory requirements
Will maintain compliance throughout Agreement term
No Compliance Services:
The Platform does NOT provide:
Legal or regulatory advice
Compliance monitoring or management
Professional compliance services
Jurisdiction-specific guidance
Industry-specific regulatory support
Template Disclaimer: Any template notices, messages, or default settings:
Do not guarantee legal compliance
Require independent legal review
Must be customized for your circumstances
Are used at your sole risk
16.4 Void Where Prohibited
Any offer or feature:
Void where prohibited by law
Subject to local restrictions
May be unavailable in certain jurisdictions
Not all features available to all persons or locations
If you access unavailable features:
16.5 Entire AgreementComplete Understanding:
This Agreement (including incorporated documents):
Constitutes the entire agreement between parties regarding Platform
Supersedes all prior negotiations, discussions, and understandings
Replaces all prior written or oral agreements
Contains all terms governing the relationship
Incorporated Documents: The following are incorporated by reference and form part of this Agreement:
Amendment Requirements: Changes to this Agreement only effective when:
Documented in writing signed by authorized PingMunk officer
Posted as updated Terms with effective date
For individual amendments: must be signed by both parties
16.6 Enforcement Rights
Discretionary Enforcement: We reserve the right but are not obligated to:
Remove or disable access to any Client Content
Suspend or terminate Accounts
Investigate Terms violations
Disable login credentials
Remove data at any time without notice
Take any action deemed appropriate
Investigation Authority: We may investigate:
Suspected Terms violations
Conduct affecting Platform or other users
Security incidents or threats
Fraud or illegal activity
Enforcement Actions: Based on investigations, we may:
Terminate or suspend Account access
Disable specific features
Remove violating content
Report to law enforcement
Pursue civil remedies
Cooperate with authorities
No Obligation to Monitor: Nothing herein creates obligation to:
Monitor Client Content or activity
Investigate all violations
Enforce Terms in all instances
Provide warnings before action
16.7 AssignmentYour Restrictions: You may not:
Assign this Agreement without our written consent
Delegate obligations under this Agreement
Transfer by operation of law (merger, acquisition) without consent
Sublicense Platform rights
Our Rights: We may freely:
Assign Agreement to affiliates or successors
Transfer in connection with merger or acquisition
Delegate obligations to service providers
Sublicense as needed for Platform operation
Effect on Successors: This Agreement binds and benefits:
16.8 Waiver and SeverabilityNo Waiver by Inaction:
Our failure to enforce any right or provision:
Does not constitute waiver of that right
Does not prevent later enforcement
Applies only to specific instance
Does not waive future violations
Waivers only effective when:
In writing signed by authorized officer
Explicitly stating waived right
Specifying scope and duration
Severability: If any provision found invalid or unenforceable:
That provision enforced to maximum extent permissible
Remaining provisions remain fully effective
Agreement interpreted to achieve intended effect
Invalid provision reformed if possible rather than voided
16.9 NoticesNotice to PingMunk: Send all notices to:
Notice to You: We will provide notices via:
Email to Account email address
In-Platform notifications
Posting to Platform or website
Postal mail to Account address
Effective Upon:
Your Responsibility:
Maintain current email address
Check Account regularly for notices
Update contact information promptly
16.10 Amendments and Updates
Right to Modify: We reserve the right to:
Revise these Terms at any time
Update incorporated policies
Modify features and functionality
Change pricing and plans (with notice per Section 4.3)
Notice of Changes: Material changes will be communicated via:
Posting updated Terms with new effective date
Email notification to Account address
In-Platform notifications
Acceptance of Changes: Continued Platform use after effective date constitutes:
Acceptance of modified Terms
Agreement to be bound by changes
Waiver of objections to modifications
Rejection of Changes: If you disagree with modifications:
Cancel subscription before effective date
Cease Platform use
Download data before termination
No refunds for prepaid fees
16.11 Electronic Signatures and Communications
Consent to Electronic Records: By accessing or using the Platform, you consent to:
Conducting business electronically
Receiving all communications electronically
Using electronic signatures for agreements
Electronic delivery of all notices and documents
Electronic Signature Validity: You acknowledge that:
Electronic signatures have same legal effect as handwritten signatures
Online contracts enforceable as paper contracts
Federal law recognizes electronic signature validity (ESIGN Act)
State law recognizes electronic transactions (UETA)
Technical Requirements: To access electronic records, you need:
Web-enabled device with internet connection
Current web browser or mobile application
Active email account
Ability to receive and view PDF files
Ability to download and save documents
Record Retention:
You are responsible for saving your own copies
We do not provide ongoing access to historical documents
Download important records when received
Maintain backups of critical documents
Withdrawal of Consent: To receive paper copies or withdraw electronic consent:
Contact help@pingmunk.com
Specify documents requiring paper delivery
Understand prior electronic agreements remain valid
No retroactive conversion to paper
16.12 Force MajeureNeither party is liable for delays or failures in performance resulting from circumstances beyond reasonable control, including:
Natural disasters (earthquakes, floods, fires, storms)
War, terrorism, or civil unrest
Government actions, orders, or regulations
Epidemics or pandemics
Labor disputes or strikes
Internet or telecommunications failures
Power outages or utility failures
Acts of God
Performance obligations suspended during force majeure period. If force majeure continues beyond sixty (60) days, either party may terminate this Agreement without liability.
16.13 InterpretationHeadings: Section headings are for convenience only and do not affect interpretation.Singular/Plural: Singular includes plural and vice versa unless context requires otherwise.Examples: "Including" and similar terms mean "including without limitation."Currency: All monetary amounts in United States dollars unless specified otherwise.Business Days: When time periods measured in business days:
Excludes Saturdays, Sundays, and federal holidays
Based on Menlo Park, California time zone
Ends at 5:00 PM Pacific Time on final day
16.14 Third-Party BeneficiariesNo third-party beneficiaries exist under this Agreement except:
PingMunk affiliates, service providers, and their personnel (for indemnification and limitation of liability purposes)
No other persons have rights to enforce this Agreement
16.15 Government UseIf you are a United States government entity:
Platform constitutes "commercial computer software"
Licensed under standard commercial terms
Subject to restricted rights per FAR 12.212 and DFARS 227.7202
No additional rights beyond those granted to commercial customers
16.16 Export ControlYou represent and warrant that:
You are not located in embargoed countries
You are not on government prohibited party lists
You will not export or re-export Platform access in violation of export laws
You will comply with all applicable export regulations
16.17 LanguageThe English language version of this Agreement controls. Any translations provided are for convenience only. In case of conflicts, the English version prevails.
16.18 CounterpartsThis Agreement may be executed in counterparts, each constituting an original, all together constituting one agreement. Electronic signatures and faxed signatures constitute valid execution.
17. ADDITIONAL AI-SPECIFIC SAFEGUARDS
17.1 AI Model TransparencyWe will make commercially reasonable efforts to:
Provide general information about AI model capabilities and limitations
Update you regarding material changes to AI functionality
Explain significant behavioral changes in AI Systems
Offer guidance on effective AI Assistant configuration
However, we are not obligated to:
Disclose proprietary algorithms or training methodologies
Reveal AI model architecture or technical specifications
Provide detailed explanations of individual AI decisions
Guarantee specific AI performance levels
17.2 AI Bias and FairnessYou acknowledge that AI Systems may:
Reflect biases present in training data
Produce disparate outcomes across different contexts
Generate responses that require human evaluation for fairness
Evolve in ways that change output characteristics
We commit to:
Monitor for systematic biases in AI outputs
Make reasonable efforts to address identified bias issues
Provide mechanisms for reporting problematic AI behavior
Consider fairness in AI development and training
You are responsible for:
Monitoring AI outputs for bias in your specific context
Implementing human oversight for sensitive decisions
Adjusting AI configuration to address identified issues
Ensuring AI use complies with anti-discrimination laws
17.3 AI Transparency to End Users
You must ensure End Users understand they are interacting with AI:
Provide clear disclosure of AI Assistant nature
Do not misrepresent AI as human agent
Explain AI limitations when appropriate
Offer human escalation path when needed
17.4 Continuous Learning and UpdatesYou acknowledge that:
AI Systems continuously learn and improve
AI behavior may change over time without notice
Updates may alter AI response patterns
Model updates are necessary for Platform improvement
We will:
Provide notice of major AI model updates when feasible
Maintain reasonable backward compatibility
Test updates before deployment
Provide support for adapting to changes
17.5 AI Output Monitoring
We reserve the right to:
Monitor AI outputs for quality assurance
Analyze interaction patterns for improvement
Use AI outputs for training and enhancement
Implement safeguards against problematic patterns
You retain the right to:
Review AI interaction logs
Provide feedback on AI performance
Request adjustments to AI behavior
Escalate systematic AI issues
18. DATA PROTECTION ADDENDUM INCORPORATION
18.1 Data Processing TermsTo the extent Platform processing involves personal data subject to privacy regulations (GDPR, CCPA, etc.), the parties' data processing relationship is governed by:
In case of conflict, the DPA takes precedence for data protection matters.
18.2 Role ClarificationFor personal data processing:
You typically function as Data Controller
PingMunk typically functions as Data Processor
Specific roles may vary based on use case
DPA clarifies roles and obligations
18.3 Security Commitments
We commit to:
Implement appropriate technical and organizational security measures
Maintain security certifications as described in DPA
Provide security incident notification per DPA terms
Assist with data subject requests as specified in DPA
Support compliance audits per DPA provisions
18.4 Subprocessor Authorization
You authorize use of subprocessors as:
Listed in DPA or on our website
Necessary for Platform operation
Subject to contractual confidentiality and security obligations
We will:
Provide notice of new subprocessors
Allow objection to subprocessors for reasonable grounds
Maintain updated subprocessor list
18.5 International Transfers
For data transfers outside the End User's jurisdiction:
Transfer mechanisms specified in DPA
Standard contractual clauses when required
Compliance with applicable transfer requirements
Notifications of storage locations upon request
ACKNOWLEDGMENT OF RECEIPT AND ACCEPTANCE
By accessing or using the Platform, clicking "I Accept," typing your name, or continuing to use Services after these Terms become effective, you acknowledge that:
You have read and understand this Agreement in its entirety
You have had opportunity to review with legal counsel
You accept all terms, conditions, and obligations herein
You agree to be legally bound by this Agreement
You represent having authority to bind your organization (if applicable)
You consent to electronic contracting and communications
You understand and accept the arbitration and class action waiver provisions
You acknowledge the limitations of liability and warranty disclaimers
Last Updated: January 12, 2026
Contact Information: MQL Media, Inc. dba PingMunk Email: help@pingmunk.com