Terms of Service

1. Agreement to Terms

These Terms of Service (the “Terms”) constitute a legally binding agreement between you (the “Customer,” “you,” or “your”) and DevSource.DEV (the “Company,” “we,” “us,” or “our”), operating the CalvyxDial service. The Terms govern your access to and use of the CalvyxDial platform, including our website, applications, APIs, and related services (collectively, the “Service”).

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have the legal authority to bind that organization, and references to “you” herein mean both you individually and that organization.

If you do not agree to these Terms, you must not access or use the Service.

2. Definitions

• “Account” means the Customer’s registered account on the Service.
• “Authorized User” means an individual the Customer has invited to use the Service under the Customer’s Account.
• “Customer Data” means data, content, contact lists, recordings, and any other materials the Customer or its Authorized Users submit to the Service.
• “Prohibited Use” has the meaning set out in Section 6.
• “Subscription Fees” means the per-seat, usage-based, and add-on fees set out in the Customer’s subscription plan.

3. Eligibility, Account Registration, and Authentication

3.1 Eligibility. You must be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract. The Service is for legitimate business use only.

3.2 Sales-Assisted Onboarding.Account creation is sales-assisted; we, in our sole discretion, may decline to create an Account for any prospective Customer for any lawful reason, including (without limitation) the prospective Customer’s industry, history, or stated use case.

3.3 Account Security. You are solely responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You must notify us immediately of any unauthorized access or suspected breach.

3.4 Accuracy of Information. You represent and warrant that all information you provide during onboarding and throughout your use of the Service is true, accurate, current, and complete. Material misrepresentation constitutes a Prohibited Use.

4. License Grant

Subject to your continuous compliance with these Terms and timely payment of Subscription Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business operations and only for purposes that comply with these Terms and all applicable laws and regulations.

5. Customer Warranties

You expressly represent and warrant the following on a continuing basis throughout your use of the Service:

• You and your business operations comply with all applicable federal, state, local, and international laws and regulations, including without limitation the U.S. Telephone Consumer Protection Act (TCPA), Telemarketing Sales Rule (TSR), CAN-SPAM Act, GDPR, CCPA, and any equivalent or successor laws.
• All telephone numbers, email addresses, and other contact information uploaded to the Service have been obtained lawfully, with documented consent where consent is required, and are not registered on any applicable Do Not Call list except where you have a documented Established Business Relationship or other lawful basis.
• You will not engage in, facilitate, or knowingly enable any Prohibited Use.
• Your business does not operate, in whole or in part, in any of the prohibited industries set out in Section 6.2.
• You will not use the Service in a manner that violates any third party’s rights, including intellectual property, privacy, or contractual rights.
• All payments tendered to us are made from sources lawfully owned and controlled by you.

6. Prohibited Use

6.1 General Prohibitions. You may not, and may not permit any Authorized User or third party to:

• Use the Service for any unlawful, fraudulent, deceptive, or harmful purpose.
• Place calls or send messages outside permitted hours or in violation of any applicable Do Not Call list.
• Misrepresent the identity of the caller, the purpose of a call, or the nature of the calling organization.
• Spoof, manipulate, or falsify caller identification information except as expressly permitted by law.
• Reverse engineer, decompile, scrape, or attempt to access the Service’s underlying source code.
• Resell, sublicense, or repackage the Service without our prior written consent.
• Use the Service to harass, threaten, defraud, or harm any individual or entity.
• Upload malicious code, viruses, or attempt to disrupt, overload, or compromise the Service.
• Circumvent any usage limits, rate limits, abuse protections, or compliance gates we have implemented.
• Violate any of your representations or warranties under Section 5.

6.2 Prohibited Industries. The Service may not be used by, on behalf of, or in support of any business, organization, or individual that engages in, derives revenue from, or facilitates the following industries or activities, in whole or in part:

• The production, distribution, marketing, or sale of alcoholic beverages of any kind, including beer, wine, spirits, and distilled or fermented alcohol products.
• Tobacco products, electronic cigarettes, vaping products, hookah and shisha products, and any nicotine delivery devices or accessories.
• Gambling, betting, wagering, lotteries, casino operations (online or physical), sports betting, daily fantasy sports played for monetary value, and any games of chance played for money.
• Adult entertainment, pornographic content, sexually explicit materials, escort services, sexually oriented dating services, and any business primarily engaged in the production, distribution, or marketing of such content.
• Recreational cannabis, marijuana, and any cannabis-derived products marketed for recreational use, regardless of jurisdictional legality.
• Recreational drugs, controlled substances, drug paraphernalia, and any product or service primarily intended to facilitate the use of recreational drugs.
• Pork and pork-derived products, including processed meats, gelatins, and ingredients sourced from porcine animals.
• Interest-bearing financial products that charge or collect interest as their primary revenue mechanism, including but not limited to: payday lending, predatory short-term lending, conventional consumer credit cards marketed primarily on revolving balances and interest income, traditional mortgage products structured around interest payments, and conventional life insurance products structured around speculative interest-based investment.
• Speculative financial trading services, including high-leverage forex trading platforms, binary options, and cryptocurrency speculation services that facilitate gambling-like trading.
• Multi-level marketing schemes, pyramid schemes, and any business model where the primary source of revenue is recruitment of additional participants rather than the sale of legitimate goods or services.
• Occult and supernatural services offered for profit, including paid fortune telling, paid psychic readings, paid astrology consultations, and similar services.
• Defamation services, paid harassment campaigns, doxxing services, and any service that exists primarily to publish or amplify malicious content about specific persons or entities.
• Bribery facilitation, kickback arrangement services, and any service whose primary function is to facilitate corruption or evade compliance obligations.
• Weapons trafficking, ammunition sales without proper licensure, and the sale or distribution of restricted weapons.
• Any business primarily engaged in activities that we, in our sole discretion exercised in good faith, determine to fall within the spirit of the foregoing categories.

6.3 Catch-All Discretion. The list in Section 6.2 is illustrative, not exhaustive. We retain the absolute right, in our sole discretion exercised in good faith, to determine that any business or activity falls within or is materially similar to a prohibited category and to enforce these Terms accordingly.

6.4 Right to Investigate. Upon our request, you must promptly provide documentation reasonably sufficient to demonstrate that your business model, revenue sources, intended use of the Service, and contact lists comply with these Terms. Failure to provide such documentation within fifteen (15) business days of our request constitutes a material breach.

7. Enforcement and Consequences of Prohibited Use

Upon our determination, in our sole discretion exercised in good faith, that you have engaged in any Prohibited Use, the following consequences apply IMMEDIATELY and CUMULATIVELY:

7.1 Tier One — Immediate Account Consequences (No Notice Required).

• Suspension of your Account within twenty-four (24) hours of our determination, without prior notice and without right of cure.
• All Customer Data, recordings, contacts, campaigns, and other materials within the Service become read-only and inaccessible for outbound use.
• You are afforded a thirty (30) day grace period to export Customer Data via our standard export tools. After this period, all Customer Data may be permanently deleted without further notice.
• Prepayments and credits applicable to service not yet provided at the time of suspension will be refunded to you, less only the actual and documented damages, costs, and third-party amounts owed under Section 7.2. We do not retain prepayments as a penalty; we apply them only to documented amounts actually due.

7.2 Tier Two — Recovery of Actual Documented Damages.

• All outstanding balances on your Account for service actually provided up to the time of suspension become immediately due and payable in full, without right of offset. These are amounts owed for service already received, not penalties or interest.
• You shall fully indemnify, defend, and hold us harmless against all actual, documented claims, fines, judgments, regulatory penalties, attorney’s fees, and expenses incurred by us as a direct or indirect result of your Prohibited Use, including any claims brought against us by third parties affected by your Prohibited Use.
• We may seek recovery of our actual, documented internal costs of investigation, secure data handling, audit, regulatory notification (where applicable), and account closure, supported by reasonable documentation of those costs at the time of recovery.
• We reserve all rights to seek actual, documented damages, restitution, and equitable remedies in any court or tribunal of competent jurisdiction.
• We do not impose any pre-agreed monetary penalty, recovery fee, or other liquidated damages amount. Recovery is limited to amounts we can document as actually incurred or actually owed by third parties.

7.3 Tier Three — Long-Term Consequences.

• You are permanently banned from accessing, registering for, or using the Service or any successor service, brand, or entity owned, controlled, or operated by us, our affiliates, or our assigns.
• Where the Prohibited Use caused or threatened material harm, we may publicly disclose the fact of termination and the general nature of the violation, provided that such disclosures will be factual and not defamatory.
• We reserve the right to share your identity and the fact of termination with peer telephony providers, BPO industry associations, anti-fraud networks, and law enforcement, where doing so is lawful and serves the legitimate purpose of preventing further harm.
• Where the Prohibited Use involved conduct that may also constitute a violation of applicable law, we reserve the right to report such conduct to relevant regulators or law enforcement authorities, and to cooperate with any subsequent investigation.

7.4 Cumulative Remedies; No Election. The remedies in this Section 7 are cumulative, non-exclusive, and may be exercised in any order or combination at our discretion. Our exercise of any one remedy does not preclude or limit our exercise of any other remedy.

8. Fees, Payment, and Late Consequences

8.1 Subscription Fees. You agree to pay all Subscription Fees, usage-based charges, overage charges, and add-on fees set out in your subscription plan and on any invoice issued to you. All fees are stated in U.S. Dollars unless expressly noted otherwise.

8.2 Net 14 Payment Terms. Invoices are due within fourteen (14) calendar days of issuance unless a different period is stated on the invoice itself.

8.3 Consequences of Late Payment. If an invoice remains unpaid more than fifteen (15) days following its due date, we may, at our discretion and without further notice, do any one or more of the following:

• Suspend access to the Service in whole or in part until all overdue amounts are paid in full. Suspension is not a waiver of the unpaid balance — the original contracted amount remains owed.
• Terminate these Terms for cause under Section 11.2, with the consequences set out in Section 7.
• Require prepayment for future use of the Service. Repeat late payment may result in your plan being changed to a prepayment-only basis going forward. This is a forward-looking modification of contract terms, not a retroactive charge.

We do not charge late fees, administrative fees for late payment, finance charges, default rates, or any other monetary consequence of payment delay. Our remedies for late payment are non-financial: suspension, termination, and modification of future contract terms.

8.4 No Right of Offset. You may not withhold or set off any amounts owed to us against any claim, dispute, or alleged credit unless and until that claim has been finally resolved by mutual written agreement or by a court of competent jurisdiction.

8.5 Taxes. All fees are exclusive of any taxes, levies, duties, or similar governmental assessments, which are your responsibility unless we are required by law to collect them.

8.6 Currency and Payment Methods. Accepted payment methods are determined by us and may include credit card, ACH, wire transfer, Payoneer, and other methods we make available. We reserve the right to add, remove, or modify accepted payment methods at any time.

8.7 No Interest, No Late Fees, No Pre-Agreed Monetary Penalties. The Company does not impose, charge, accrue, or collect interest on any amount owed under these Terms, in any form whatsoever. The Company further does not impose any administrative fee, late fee, finance charge, default rate, recovery fee, or other pre-agreed monetary consequence of any kind tied to payment delay or contract breach. The only amounts you ever owe us are: (a) the Subscription Fees and usage charges set out in your subscription plan for service actually provided, (b) actual and documented damages, costs, and third-party claims caused by your Prohibited Use as set out in Sections 7 and 12, and (c) actual and documented amounts owed for taxes or governmental assessments. This is a deliberate, principles-based commitment of the Company and is binding throughout these Terms regardless of any provision elsewhere in these Terms, on any invoice, or in any communication that might otherwise be construed to permit a pre-agreed monetary penalty or interest charge. If any provision is held to imply such a charge, that provision shall be reformed to the minimum extent necessary to remove the implication while preserving the remaining intent.

9. Audit Rights and Monitoring

We may, at any time and without prior notice, monitor, review, or audit your use of the Service for compliance with these Terms, including but not limited to:

• Reviewing call detail records, message logs, contact lists, and disposition data.
• Sampling call recordings for quality and compliance.
• Inspecting metadata associated with your campaigns.
• Requesting documentation of your business model, revenue sources, lead acquisition methods, and consent records.

By using the Service, you consent to all such monitoring and audit activities. We will conduct audits in a manner consistent with applicable privacy laws and will not disclose Customer Data outside of legitimate compliance and enforcement purposes.

10. Customer Data, Privacy, and Confidentiality

10.1 Ownership. As between the parties, you retain all right, title, and interest in and to your Customer Data. You grant us a worldwide, royalty-free license to host, copy, transmit, and display Customer Data solely as necessary to provide the Service.

10.2 Privacy Policy. Our handling of Customer Data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

10.3 Data Protection Obligations. You are solely responsible for ensuring that your collection, processing, and transfer of Customer Data complies with all applicable data protection laws, including obtaining all required consents from contacts.

11. Termination

11.1 Termination by You. You may terminate these Terms at any time by canceling your subscription in accordance with the cancellation procedures set out in your plan. Termination is effective at the end of the current billing period.

11.2 Termination by Us — For Cause. We may suspend or terminate your access to the Service immediately, without prior notice and without liability, if we determine in our sole discretion that you have engaged in a Prohibited Use or otherwise materially breached these Terms.

11.3 Termination by Us — Without Cause.We may terminate these Terms for any reason or no reason on thirty (30) days’ written notice. In such case, we will provide a pro rata refund of any prepaid but unused Subscription Fees, except where termination is for cause under Section 11.2 (in which case no refund is owed).

11.4 Survival. Sections 5 (Customer Warranties), 6 (Prohibited Use), 7 (Enforcement), 8 (Fees and Payment), 12 (Indemnification), 13 (Disclaimer), 14 (Limitation of Liability), 15 (Governing Law), 16 (Dispute Resolution), and any other provision that by its nature should survive termination, shall survive termination of these Terms.

12. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, agents, contractors, suppliers, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or in any way connected with:

• Your use of, or inability to use, the Service.
• Your Customer Data, including any claims that Customer Data infringes a third party’s rights.
• Your breach of these Terms or any of your representations, warranties, or covenants under these Terms.
• Any Prohibited Use, regardless of whether you knew or should have known of the Prohibited Use.
• Any violation by you of applicable law or regulation, including without limitation TCPA, TSR, CAN-SPAM, GDPR, and CCPA.
• Any acts, omissions, or misrepresentations by your Authorized Users.

We reserve the right, at your expense, to assume exclusive defense and control of any matter for which you are required to indemnify us, in which case you agree to cooperate fully with our defense.

13. Disclaimer of Warranties

The Service is provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, we disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or completely secure.

14. Limitation of Liability

14.1 Cap on Damages. To the maximum extent permitted by applicable law, in no event shall our aggregate liability arising out of or related to these Terms or the Service exceed the total Subscription Fees actually paid by you to us during the twelve (12) months immediately preceding the event giving rise to the claim.

14.2 Exclusion of Consequential Damages. In no event shall we be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, loss of data, loss of business, or business interruption, even if we have been advised of the possibility of such damages.

14.3 No Limitation on Customer Obligations. Nothing in this Section 14 limits your obligations under Section 7 (Enforcement), Section 8 (Fees), or Section 12 (Indemnification), or any liability arising from your willful misconduct, fraud, or gross negligence.

15. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the jurisdiction in which the Company is organized, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

16. Dispute Resolution

16.1 Informal Resolution. Before filing any formal claim, you agree to first attempt in good faith to resolve any dispute by contacting us in writing. If the dispute is not resolved within thirty (30) days, either party may pursue formal proceedings.

16.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms that is not resolved informally shall be settled by binding arbitration administered under the rules of a recognized international arbitration body. The arbitration shall be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

16.3 Class Action Waiver. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than arbitration, you waive any right to a jury trial.

16.4 Equitable Relief. Nothing in this Section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights, confidential information, or to prevent imminent harm.

17. General Provisions

17.1 Entire Agreement. These Terms, together with any subscription order, the Privacy Policy, and any documents expressly incorporated herein, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications, representations, or agreements regarding the Service.

17.2 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, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent.

17.3 No Waiver. Our failure to enforce any provision of these Terms shall not be deemed a waiver of our right to enforce that or any other provision in the future.

17.4 Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms at any time without notice in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

17.5 Force Majeure. Neither party is liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, labor disputes, or telecommunications or internet failures.

17.6 Notices. All notices under these Terms shall be in writing and delivered by email to the address associated with your Account (for notices to you) or to info@devsource.dev (for notices to us). Notices are effective upon delivery.

17.7 Modifications. We may modify these Terms at any time by posting an updated version on our website. Material changes will be communicated to you via email or in-Service notification at least thirty (30) days before they take effect. Your continued use of the Service following the effective date of any modification constitutes your acceptance of the modified Terms.

17.8 Headings. Section headings are for convenience only and do not affect interpretation.

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

17.10 No Third-Party Beneficiaries. These Terms are for the benefit of the parties only and do not confer any rights on any third party.