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Terms

Terms of service.

Version 2026-10-24 · Effective October 24, 2026

Read this first

These Terms are a contract between your business and EVKII, Inc. Five parts matter most, and we put them in plain view on purpose:

  1. You are responsible for configuring and supervising your bots. EMLbot gives your bots tools: inboxes, chat rooms, tasks, approvals, phone numbers and connections to other bots. You choose what your bots are allowed to do, and your business is responsible for those choices. We are responsible for our own obligations in these Terms (Section 6).
  2. EMLbot is provided "as is", and liability is limited for both of us (Sections 19 and 20).
  3. You will defend us against third-party claims caused by your content, your unlawful messaging, or your material breach of these Terms (Section 21).
  4. Disputes go to binding individual arbitration with the American Arbitration Association, not court, and class actions are waived. You can opt out within 30 days of first accepting these Terms (Section 23).
  5. Every plan starts with a 7-day free trial. A card is required. Unless you cancel before the trial ends, the plan starts and renews automatically until you cancel. You can cancel online in Billing (Section 14).

This summary helps you read the Terms. It does not replace them.

1. Who we are and what these Terms cover

1.1 The parties. EMLbot is operated by EVKII, Inc., a corporation doing business as EMLbot, at 7040 Avenida Encinas, Suite 104-441, Carlsbad, CA 92011, USA ("EVKII", "EMLbot", "we", "us").

"Customer" or "you" means the business or organization that creates or uses an EMLbot account or workspace. The individual who accepts these Terms for that business confirms that they have authority to bind it. If they do not, they accept these Terms personally.

1.2 What these Terms cover. These Terms cover the EMLbot console, the EMLbot API and MCP server, bot email inboxes, chat rooms, task boards, approvals, the bot directory, contact rules, Mission Control, Bot Shield, SMS and MMS phone numbers, voice features (early access), bot-to-bot and cross-platform connections, and the emlbot.com website (together, the "Service").

1.3 Other documents that form part of this agreement.

1.4 If documents conflict. The documents apply in this order, from highest to lowest:

  1. a written agreement signed by both of us, for the subjects it expressly negotiates
  2. any standard contractual clauses that apply to a data transfer, to the extent those clauses require it
  3. the Data Processing Addendum, for personal information in Customer Content
  4. the plan, price, trial and billing terms you accepted at checkout, for your plan, price, trial and billing selection
  5. the Phone Addendum, for Phone Features only
  6. these Terms
  7. the Acceptable Use Policy

2. A few defined words

  • Bot: any software agent, AI model, script, automation or integration that acts through your workspace, whichever platform it runs on (Claude, ChatGPT, Grok, Gemini, open-source models, your own code or anything else).
  • Workspace: the space in EMLbot where your people and bots work, with its own settings, keys, members and data.
  • Authorized User: a person you, or your workspace owner or admins, let into your workspace.
  • Customer Content: everything that you, your Authorized Users or your bots put into or receive through the Service, including emails, attachments, texts, call audio, transcripts, chats, tasks, contacts, notes, prompts and instructions.
  • Connected Service: any third-party product that you independently choose to connect to or use with EMLbot, including AI platforms, webhooks, other bots and your own systems. It does not include the service providers we engage to deliver EMLbot (Section 13).
  • Phone Features: phone numbers, SMS, MMS, voice calling, voice AI and related features.
  • Early Access Feature: anything marked early access, beta, preview, rolling out, planned, coming soon or similar.
  • Unauthorized access: access to a workspace, inbox, phone number, key, data or system without the authority of the person who controls it. For EMLbot's own systems, that person is EVKII. For a workspace, it is the workspace owner or an admin. Access is not unauthorized when it is permitted by this agreement, including an agency's authorized administration of client workspaces and an authorized person switching between workspaces they are entitled to administer.

3. Eligibility: business use, 18 and older

3.1 Business use only. EMLbot is a business tool. You may use it only for business, professional or organizational purposes, not for personal, family or household purposes. By accepting these Terms you confirm that you are using EMLbot for a business.

3.2 Age. Every person who creates an account or joins a workspace must be at least 18 years old and able to enter a binding contract.

3.3 Other limits. You may not use EMLbot if you, or the business you act for, are on a U.S. government sanctions or restricted-party list, or are located in a country subject to a comprehensive U.S. embargo. You may not use EMLbot if we have closed your account before for breaking these Terms, unless we agree in writing.

4. Accounts and security

4.1 Accurate information. Give us accurate, current information about you and your business, and keep it up to date. This matters most for Phone Features, where carriers rely on the business details you give us.

4.2 Sign-in and keys. People sign in with a supported identity provider, such as Google. Bots authenticate with API keys, join tokens or OAuth grants. You are responsible for:

  • keeping sign-in methods, API keys, join tokens and OAuth grants secret
  • choosing who gets access and which role and clearance each person or bot has
  • revoking access when someone leaves or a key may be exposed
  • activity carried out with your credentials, until you tell us they may be compromised and we have had a reasonable chance to act on your notice, except to the extent a failure of EVKII's systems caused the unauthorized access

4.3 Credentials show who acted. Between you and EVKII, an instruction that arrives with a valid session, key, token or grant for your workspace is presumed to be authorized by you. You may rebut that presumption, for example by showing that the credential was compromised and you gave us notice, or that a failure of EVKII's systems caused the unauthorized access. After we receive a notice that a credential is compromised, we will act on it within a reasonable time, and we will not treat later activity with the revoked credential as authorized by you.

4.4 Tell us about problems. If you believe an account, key or token has been misused, revoke it in the console and tell us at security@emlbot.com promptly.

4.5 Workspace owners and admins. The workspace owner, and the admins the owner appoints, control the workspace's settings, including keys, contact rules, allowlists, daily caps, spend caps, approvals, approver bots, retention and Phone Features. The settings they choose are your choices.

4.6 A person accepts these Terms, not a bot. Bots cannot accept these Terms. An authorized human must accept them for your business before your workspace can enroll bots, create API keys or turn on Phone Features. When you accept, we record the real contracting business, the accepting person's name and stated authority, the version and text of the documents shown, a hash of that text, the screen version, the time, and your billing selection.

4.7 New versions need a person's acceptance. When we publish a new version of these Terms, the Acceptable Use Policy, the Privacy Policy, the Data Processing Addendum or the Phone Addendum that requires re-acceptance (Section 25), an authorized human must accept it. A bot that keeps running does not accept anything. We enforce this where bots connect, at the API and at bot enrollment. Until an authorized person accepts, the version you last accepted continues to govern activity during any grace period we allow, and after the grace period we may stop new enrollments and pause outbound sends. Cancellation, export of your Customer Content, and opt-out and suppression handling are always available, including while acceptance is pending.

5. The Service and changes

5.1 Early Access Features. Some parts of EMLbot are Early Access Features. They may be incomplete, change without notice, have lower reliability, or be withdrawn. Voice is early access. It is not generally available, not for sale, and not part of any plan. Early Access Features are provided as is, with no service level.

5.2 Changes. We may add, change or remove features. If we remove a major feature of a paid plan you rely on, we will give at least 30 days' notice where we reasonably can. If the change materially reduces your plan, you can cancel and we will refund any prepaid fees for the remaining period.

5.3 No service level. Unless a signed agreement says otherwise, we do not promise any uptime, delivery time or response time.

5.4 Limits. We may set and change limits on sending volume, message size, storage, bots, numbers, calls and API use to protect the Service, deliverability and carrier standing. Plan limits are shown on our pricing page.

6. Your bots, AI output and the risks you accept

This section is central to these Terms. Please read it carefully.

6.1 Who is responsible for what. Customer is responsible for the bots, instructions, permissions, recipient selections and integrations that Customer or its Authorized Users configure or authorize, and for reviewing outputs before relying on them where appropriate. This allocation does not excuse EVKII's breach of its express obligations or responsibility that applicable law does not permit EVKII to disclaim. Any recoverable damages remain subject to Section 20 to the extent that section is enforceable.

In practice that means two things:

  • A decision by your bot. You choose which bots to connect, which models they run on, what prompts and instructions they get, what tools and permissions they have, which approvals and contact rules apply, and who they may email, text, call or message. When your bot acts within the permissions and instructions you configured or authorized, the action is your responsibility, including when the bot misreads an instruction or is manipulated by content it receives.
  • A defect in EMLbot. If EMLbot fails to do something we promised it would do, for example our own software sends a message without an approval that your settings require, that is a failure of the Service. It is not treated as your bot's decision, and Sections 19 and 20 govern the remedy.

6.2 What EMLbot does. EMLbot provides communications, workflow and automation tools. Depending on the feature, the Service may transmit, store, screen, modify or generate content, including through service providers selected by EVKII. Customer controls the permitted business purposes, recipients, instructions and workspace settings. The functions and limitations of each feature are described in its documentation.

Examples of what the Service may do to content: Bot Shield screens inbound messages and may quarantine or flag them, the Phone Features may add your business identity and opt-out language to a text, and voice features (early access) may generate speech for a bot on a call using a provider we select.

6.3 AI output can be wrong. AI systems make mistakes. Output from any bot or AI model, including one we supply for a feature, may be inaccurate, incomplete, offensive, out of date, biased, or not what you intended. It may sound confident and still be wrong. Do not rely on AI output as the only basis for any decision that matters. Check it yourself.

6.4 Safeguards reduce risk. They do not remove it. EMLbot offers safeguards such as approvals, approver bots, contact rules, allowlists, daily caps, spend caps, clearance levels, network locks, quiet hours, opt-out handling and Bot Shield screening. They work only as well as the settings you choose, and they can fail, be misconfigured, or be bypassed by a bot that has been tricked. We do not promise that any safeguard will stop any particular message, action or attack. This does not limit our responsibility under Section 6.1 for a defect in EMLbot.

6.5 Monitoring. We do not monitor, review or approve your bots, their actions or Customer Content as a general practice. We may review content and activity to run the Service, keep it secure, investigate abuse, respond to carriers or meet legal duties. Nothing in this section limits obligations that arise when we have actual knowledge of something, or when we receive legal process. We try not to review more content than we need to for those purposes.

6.6 The risks of connecting many bots and services. EMLbot is designed to connect bots to each other, to people, and to other services, across AI platforms. You understand that this creates risks that grow with every bot and connection you add, including:

  • Prompt injection and manipulation. Emails, texts, calls, chats, web pages, files and messages from other bots can contain hidden instructions that make a bot act against your interests.
  • Chain reactions. One bot's mistake can trigger other bots to act on it, repeat it, or amplify it, faster than a person can step in.
  • Loops and runaway activity. Bots can message each other in loops, send far more than intended, or run up usage charges (email, SMS, MMS), which you must pay subject to the spend caps and settings you chose.
  • Messages from bots you don't control. Other customers' bots, and bots on other platforms, can contact yours through the directory, rooms, email or phone. We do not vouch for them.
  • Changes outside our control. AI providers change models, prices, behavior and terms. Carriers filter, delay or block messages. Connected Services fail or change.
  • Data exposure. A bot with access to your data can disclose it to the wrong person or system if it is instructed to, tricked into it, or mistaken.
  • Acting on your behalf. People who receive messages from your bots may treat them as statements, offers, promises or agreements made by your business.

6.7 Your acknowledgment. You choose to connect and operate bots through EMLbot, and you accept the risks described in this Section 6. You are responsible for designing, configuring, supervising and testing your bots, including deciding when a person must approve an action. This acknowledgment is part of the allocation in Section 6.1 and is subject to it, and it does not limit any responsibility the law does not allow us to disclaim (see Section 20.3).

6.8 Keep a person in charge of high-stakes decisions. Do not let bots make or carry out, without meaningful human review, decisions that have legal or similarly significant effects on people, such as decisions about credit, lending, employment, housing, insurance, education, healthcare or legal rights. Do not use EMLbot for any use where a failure could lead to death, injury, or environmental or property damage. If you use bots for any of these, you are responsible for meeting every law that applies, including laws on automated decision-making and AI.

7.1 Follow the law. You will use the Service, and make sure your bots and Authorized Users use it, in line with all laws, regulations and industry rules that apply to you, your messages and the people you contact. These include:

  • Email: the CAN-SPAM Act and other anti-spam laws (accurate headers and sender identity, no misleading subject lines, a working opt-out, honoring opt-outs within 10 business days, and your physical address in commercial email).
  • Texts and calls: the Telephone Consumer Protection Act (TCPA) and FCC rules, the Telemarketing Sales Rule, the National Do Not Call Registry, state telemarketing and "mini-TCPA" laws, and the CTIA Messaging Principles and carrier codes of conduct.
  • Recording: laws that require the consent of one or all parties before a call is recorded or monitored.
  • AI disclosure: laws that require you to tell people they are dealing with a bot or AI, such as California's bot disclosure law (Bus. & Prof. Code § 17940 and following) and Utah's Artificial Intelligence Policy Act, and any newer laws.
  • Privacy and data protection: including the CCPA and other state privacy laws, and GDPR where it applies.
  • Consumer protection, advertising, sector rules, export controls and sanctions.

7.2 EMLbot is not a cold-outreach platform. You will not use EMLbot to send unsolicited commercial or bulk email, texts or calls. This is a rule of the EMLbot platform and of our providers, and it is stricter than the law in some places. Your bots may contact only people who have a relationship with you, who asked to hear from you, or who gave the consent the law requires. You will not use purchased, rented, scraped, harvested or shared contact lists.

7.3 Consent for texts and calls. Before any bot texts or calls a person, you must have every consent the law requires, and you must have the documented consent that EMLbot's rules require (for marketing texts, written consent). You must keep proof of that consent, honor opt-outs right away, and follow the Phone Addendum. Our consent records and STOP handling help you. They do not replace your own duty to obtain and prove consent.

7.4 Say it's a bot when you must. Where the law requires it, or where a person would otherwise reasonably believe they are dealing with a human, your bots must clearly disclose that they are bots or AI.

7.5 Notices and rights for the people you contact. You are responsible for giving any privacy notices, getting any consents, and answering any requests (such as access, deletion or opt-out) that the law requires for personal information that you or your bots process through EMLbot. We will help as described in the Data Processing Addendum.

7.6 Sensitive data. Unless we agree in a signed writing, you will not use EMLbot to store or send: protected health information under HIPAA, payment card numbers or data covered by PCI DSS, Social Security or government ID numbers, financial account credentials, biometric data, or personal information of children under 13. We do not sign business associate agreements for the standard Service.

7.7 Your Connected Services. You are responsible for following the terms of every Connected Service and AI platform you independently use with EMLbot, and for any fees they charge you.

8. Agencies and client workspaces

If you are an agency, reseller or service provider using EMLbot for your clients:

  • you are our customer, and you are responsible for each client workspace you create or manage, and for your clients' and their bots' use of the Service, as if it were your own
  • you may administer client workspaces you are authorized to administer, and switching between those workspaces is permitted use
  • you confirm that you have your clients' authority to set up and run their bots, numbers and data in EMLbot
  • you will make sure each client agrees to terms at least as protective of EVKII as these, including the Acceptable Use Policy and, for Phone Features, the Phone Addendum
  • you will not make any promise or warranty about EMLbot on our behalf
  • you may be a processor for your clients' personal information, which makes EVKII a further processor under the Data Processing Addendum

9. Acceptable use

You must follow the Acceptable Use Policy, which is part of these Terms. In short: no spam, phishing, fraud, impersonation, harassment, malware or illegal content, no getting around our safeguards or limits, and no unauthorized access to anyone's workspace or our systems.

10. Phone Features (SMS, MMS and voice)

10.1 Separate addendum. Phone Features are covered by the Phone Addendum, which you must accept separately before you turn them on. Phone Features are available only after your free trial has ended and your paid subscription has started. The main points are below.

10.2 Who is responsible for communications. As between Customer and EVKII, Customer is responsible for selecting recipients, establishing the purpose of communications, supplying or approving instructions and content, obtaining required consent, and complying with laws applicable to communications initiated through its workspace. This allocation does not exclude duties or liability that applicable law imposes independently on EVKII.

10.3 Registration on your behalf. To enable messaging, we file carrier registrations and verifications (such as toll-free verification or 10DLC brand and campaign registration) for your business using the information you give us. You authorize us to file them as your agent. You confirm that your information is true and that your stated use case is accurate, and you will tell us if it changes. Carrier registration and vetting are not a certification that your messaging is lawful, and they do not create an exception to any carrier or legal rule. Whether EVKII or Customer is a sender or caller under a particular law depends on the facts and on that law, and nothing in these Terms states otherwise.

10.4 Carriers decide. Carriers and their partners can filter, delay, block or reject messages and calls, suspend numbers, change their rules, or charge fees and fines. We do not control them and do not promise delivery. Carrier fees and surcharges, and fines or penalties that a carrier or authority actually assesses because of your traffic or your registration information, are passed through to you when we can show the assessment and its connection to your workspace. You can dispute an assessment by writing to support@emlbot.com within 30 days of the invoice, and we will review it in good faith.

10.5 Numbers. Phone numbers are assigned to your workspace for use with the Service. You do not own them. We may reclaim a number that is unused, unpaid, or used against these Terms, as carrier rules permit. The Phone Addendum explains what happens to numbers when you cancel.

10.6 Where it works. At launch, Phone Features are offered only to customers in the United States, for numbers and recipients in the United States, unless we agree otherwise in writing. We enforce this technically.

10.7 NO EMERGENCY CALLS. EMLBOT PHONE FEATURES DO NOT SUPPORT CALLS OR TEXTS TO 911 OR ANY OTHER EMERGENCY SERVICE, AND MUST NOT BE USED FOR THEM. You must tell your Authorized Users and anyone who may use an EMLbot number that it cannot reach emergency services.

11. Customer Content and data

11.1 Rights in content. As between you and EVKII, you and your licensors keep whatever rights you hold in Customer Content, and we claim no ownership of it. We make no statement about who owns content that third parties send you or that AI models generate. Each party keeps the rights it or its licensors hold in its own materials.

11.2 The license you give us. You give EVKII a worldwide, non-exclusive, royalty-free license to host, copy, store, process, transmit, display and analyze Customer Content only as needed to provide, secure and support the Service, prevent abuse, comply with carrier and legal requirements, and as you direct. This license ends when the content is deleted, except for copies we must keep by law or for the reasons in Section 11.5.

11.3 No AI training. We do not use Customer Content to train AI models, and we instruct the service providers we engage to deliver EMLbot not to use Customer Content to train AI models. When your bots send content to a Connected Service or AI platform that you independently chose, that provider's terms decide how it uses the content.

11.4 Service data. We may collect and use data about how the Service is used (such as volumes, errors and feature use) to run, secure and improve it. We will share it outside EVKII only in aggregated or de-identified form that does not identify you or any person.

11.5 Retention, export and deletion. Your workspace's retention settings control how long most Customer Content is kept while your workspace is open. You can export Customer Content from the console while your workspace is open. You are responsible for keeping your own copies of anything you need. We delete Customer Content 30 days after your workspace closes, and copies in backups expire within 90 days. Our Data Retention Schedule lists every category of data we keep, why, for how long, and the exceptions, including billing records, legal acceptance records, minimal text-message consent and suppression records, abuse evidence and legal holds. Retained data stays protected by these Terms and the Privacy Policy.

11.6 Privacy and the Data Processing Addendum. The Data Processing Addendum is incorporated into these Terms and applies whenever EVKII processes personal information in Customer Content on Customer's behalf. Customer may act as a controller or as a processor acting for another controller. Customer confirms its authority to provide the applicable processing instructions. The DPA controls conflicts concerning personal information, and any applicable standard contractual clauses prevail to the extent required by those clauses. Our Privacy Policy explains how we handle other personal information, such as account and billing data.

11.7 Legal requests. If we receive a subpoena or other legal demand for Customer Content, we will try to redirect it to you and, where the law allows, tell you before we disclose.

12. Security and incidents

We use reasonable administrative, technical and physical safeguards designed to protect Customer Content, as described on our security page and in the Data Processing Addendum. No system is perfectly secure.

We will notify the affected Customer without undue delay after becoming aware of a personal data breach affecting Customer Content. A personal data breach includes accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to that data. We will provide available information and reasonable updates as the investigation proceeds and cooperate with Customer's applicable notification obligations.

You are responsible for the security of your own systems, bots, credentials and Connected Services, and for configuring your workspace's settings to suit your needs.

13. Service providers and Connected Services

13.1 Our service providers. We use the service providers identified in our provider list (emlbot.com/subprocessors) to deliver EMLbot. Their processing of Customer Content on our behalf is governed by our applicable data protection obligations and the Data Processing Addendum. We are responsible for the service providers we engage to the extent set out in the Data Processing Addendum and these Terms.

13.2 Connected Services. You may independently select and connect other services, including AI platforms such as Anthropic's Claude, OpenAI's ChatGPT, xAI's Grok and others. Services that Customer independently selects and connects are governed by Customer's agreements with those providers. We do not control, endorse or take responsibility for any Connected Service or that provider's acts, failures, outages, changes, security, content or output. The Connected Service disclaimer does not limit EVKII's obligations concerning service providers it engages to deliver EMLbot.

13.3 Changes by providers. If a provider stops working with us or changes its service, we may have to change or stop a related feature.

14. Fees, trial, renewal, cancellation, refunds and taxes

14.1 Plans and prices. Prices and plan limits are shown on our pricing page and at checkout:

PlanMonthlyYearly
Starter$20 per month$200 per year
Team$49 per month$490 per year
Business$199 per month$1,990 per year

Prices do not include applicable taxes (Section 14.12). The price shown at checkout is the price you pay for that billing period, subject to Section 14.10.

14.2 No free plan. EMLbot has no permanently free plan. Every plan is paid, after the free trial in Section 14.3.

14.3 Free trial. Every plan starts with a 7-day free trial. A valid payment card is required to start the trial. There is one trial per card. Before the trial starts, checkout tells you the date, time and time zone when the trial ends, and the amount that will be charged. Unless you cancel before the trial ends, your subscription starts automatically and we charge your card the plan price for the billing interval you chose, then renew it each period until you cancel (Section 14.5).

During the trial, Phone Features (numbers, SMS and MMS), and all chargeable overages and add-ons are unavailable, so the trial costs $0. When you reach a plan limit during the trial, the feature stops instead of billing you.

14.4 If your card has already had a trial. If the card you enter has already been used for a trial, no trial is offered. Checkout then shows the paid price and the date it will be charged, and you must expressly choose to start paying. We will never silently convert a trial you chose into an immediate paid purchase.

14.5 Automatic renewal. Your subscription renews automatically at the end of each billing period (monthly or yearly) for a period of the same length, and we charge your saved payment method the then-current price plus applicable taxes and any usage charges, until you cancel. Checkout shows the plan, the interval, the amount, the date of the first charge, that the plan renews automatically, and how to cancel. You give your express consent to automatic renewal by ticking a separate box that is unchecked by default. We send a confirmation email right after purchase that includes the plan, the price, the renewal frequency and how to cancel.

14.6 Cancellation. You can cancel online at any time in the console under Billing, which opens our payment provider's customer portal. You do not need to call or email us. Cancellation stops future automatic renewal when the request is completed. During a trial, cancellation before the disclosed deadline prevents the first subscription charge. After a paid period begins, access continues through that period unless the customer requests earlier closure. Any disclosed refund policy and lawfully incurred usage charges continue to apply. We send you an email confirming your cancellation.

What cancellation does to other things:

  • Phone numbers and Phone fees. The monthly number fee stops renewing. Numbers remain until the end of the paid period and are then released as the Phone Addendum describes.
  • Pending messages. Messages that have not been sent when access ends are not sent.
  • Export. You can export your Customer Content until your workspace closes. Cancellation does not remove that ability.
  • Retained data. Customer Content is deleted 30 days after workspace closure, and other records are kept as the Data Retention Schedule describes.
  • Annual refunds. See Section 14.8.
  • During suspension or a dispute. Cancellation remains available while your account is suspended and while a dispute about updated terms is open.

14.7 Reminders. We email you a reminder before your 7-day trial ends. For yearly plans, we email you 15 to 45 days before each renewal with the price, the date and how to cancel. For monthly plans, we send at least one reminder a year with the plan, the charges and how to cancel.

14.8 Refunds.

  • Yearly plans are refundable if you ask within 14 days of the yearly charge, which includes the first yearly charge and each yearly renewal charge.
  • Monthly plans are not refundable.
  • Usage charges, Phone number and setup fees, and carrier pass-through charges are not refundable.
  • If we end your plan without cause, or remove a major feature as described in Section 5.2, we refund prepaid fees for the unused period.
  • We give any other refund that the law requires.

14.9 Usage charges and spend caps. After your trial, some charges depend on use or on add-ons, such as extra bots, domains or email volume, SMS and MMS beyond the allowance included with Phone, and Phone numbers. Rates are shown on the pricing page and in the console before you activate them. Workspace owners can set a monthly spend cap for each workspace. At the cap, outbound texts stop (a hard stop), and we alert the workspace owner when usage reaches 80% of the cap. Carriers report some usage with a delay, so usage that was already sent or in transit when the cap was reached still counts toward your charges. Usage your bots generate is your usage, subject to this Section 14.9 and to Section 6.1.

14.10 Price changes. We may change prices. We will notify you by email and in the console at least 30 days before an increase takes effect. If that first notice goes out more than 30 days before the change, we will send another notice 7 to 30 days before it takes effect. A price change never applies to a period you have already paid for, and you can cancel before it takes effect.

14.11 Payment. Payments are processed by Stripe. You authorize us and Stripe to charge your payment method for all fees when due. If a payment fails, we may retry, and after notice we may limit or suspend paid features. STOP and opt-out handling for texts keep working during suspension or non-payment. Overdue amounts may incur late interest of the lesser of 1.5% a month or the maximum the law allows. If you believe a charge is wrong, tell us at support@emlbot.com within 60 days, which does not limit any right you have under law. Please contact us before filing a chargeback.

14.12 Taxes. Prices do not include applicable taxes. Where we are required to collect a tax, we will collect it and add it to your invoice. You are responsible for the sales, use, value-added, telecommunications and similar taxes and regulatory fees that law makes you responsible for on your purchases, other than taxes on our income.

15. Suspension and termination

15.1 You can leave any time. You can stop using EMLbot and close your workspace at any time. Export anything you need first.

15.2 We can suspend. We may suspend or limit any account, workspace, bot, key, number or feature, right away and without notice where needed, if we reasonably believe:

  • you, your users or your bots are breaking these Terms, the Acceptable Use Policy or the Phone Addendum
  • there is a risk to other people, other customers, the Service, email deliverability or carrier standing
  • a carrier, provider or authority requires it, or your traffic triggers spam, opt-out, complaint or fraud thresholds
  • your account is involved in fraud, a chargeback or non-payment
  • suspension is needed to comply with law

Where it is safe and lawful, we will tell you why and give you a chance to fix the problem. You remain responsible for fees during a suspension caused by your breach. Cancellation and export remain available during suspension.

15.3 We can terminate. We may end these Terms or close your account (a) for a material or repeated breach, (b) right away for serious abuse, illegal activity or a carrier or legal demand, (c) for non-payment after notice, or (d) for any reason with 30 days' notice, in which case we refund prepaid fees for the unused period.

15.4 After termination. Your right to use the Service ends. You must pay any fees you owe. Section 11.5 governs your data. Sections that by their nature should survive will survive, including 6, 7, 11.5, 14 (amounts owed), 17 and 19 through 26.

16. Feedback

If you send us ideas or suggestions, we may use them for any purpose without owing you anything. We will not name you as the source publicly without your permission.

17. Our rights and restrictions

EVKII owns the Service, the EMLbot name and logos, our software, documentation and everything we build, other than Customer Content. The parties keep the rights they hold. We give you a limited, non-exclusive, non-transferable right to use the Service during your subscription under these Terms. You may not:

  • copy, modify or make derivative works of the Service, except as these Terms allow
  • reverse engineer or decompile it, except where the law allows that despite this limit
  • resell, sublicense or provide the Service to others, except as an agency under Section 8
  • use our confidential information, or non-public technical details of the Service that we have not made available to you, to build a competing product. This does not restrict you from building products that compete with EMLbot using your own knowledge or publicly available information.
  • remove our notices or use our trademarks without permission
  • engage in unauthorized access to the Service, or scan, probe, load-test or attack the Service, except for good-faith security research that follows the safe harbor in Section 6 of the Acceptable Use Policy

18. Confidentiality

Each of us will protect the other's non-public information that is marked confidential or that should reasonably be understood as confidential, using at least reasonable care, and will use it only for this agreement. This does not cover information that is public, already known, independently developed, or received lawfully from someone else. Either of us may disclose confidential information where the law requires, with notice to the other where lawful.

19. Disclaimer of warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

THE SERVICE, INCLUDING ALL EARLY ACCESS FEATURES, PHONE FEATURES, AI FEATURES AND CONNECTIONS TO OTHER BOTS AND SERVICES, IS PROVIDED "AS IS" AND "AS AVAILABLE". EVKII DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS NOT EXPRESSLY STATED IN THESE TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

EVKII DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; THAT ANY EMAIL, TEXT OR MESSAGE WILL BE DELIVERED, DELIVERED ON TIME, OR DELIVERED TO THE RIGHT PERSON; THAT INBOUND CONTENT IS SAFE; THAT ANY SAFEGUARD WILL PREVENT ANY ACTION, MESSAGE OR ATTACK; THAT ANY AI OUTPUT WILL BE ACCURATE, COMPLETE OR APPROPRIATE; OR THAT THE SERVICE WILL MEET YOUR NEEDS OR KEEP YOU COMPLIANT WITH ANY LAW.

Our documentation describes how the Service is designed to work. It is not a promise of results or of delivery.

Some jurisdictions do not allow the exclusion of certain implied warranties. In those places, the exclusions above apply only to the extent the law allows.

20. Limitation of liability

20.1 No indirect damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE), EVEN IF IT WAS TOLD THEY WERE POSSIBLE.

20.2 Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, TAKEN TOGETHER, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS CUSTOMER PAID EVKII FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). This cap does not limit Customer's obligation to pay fees and charges that are due, including carrier pass-through charges under Section 10.4, or Customer's obligations under Section 21.

20.3 What these limits do not cover. The exclusions and limitations in this Section, including both the dollar cap in Section 20.2 and the exclusion of damages in Section 20.1, do not apply to EVKII's fraud, willful injury, gross negligence, or other liability to the extent applicable law prohibits limiting or excluding that liability. Nothing in these Terms limits any nonwaivable statutory right or remedy.

20.4 The basis of the bargain. These limits are an essential part of the deal between us. Our prices reflect them, and we would not offer the Service without them. They apply even if a limited remedy fails of its essential purpose.

21. Indemnification by you

21.1 What you cover. Customer will defend EVKII against third party claims to the extent caused by Customer Content that violates another person's rights, Customer's unlawful messaging, or Customer's material breach of this Agreement, and will indemnify EVKII for resulting damages, approved settlements and reasonable defense costs. This obligation does not apply to the extent the claim results from EVKII's breach of this Agreement, negligence, willful misconduct, or liability that cannot lawfully be transferred.

"This Agreement" means these Terms and the documents in Section 1.3. This section does not make you responsible for penalties that cannot lawfully be shifted to you, and it does not prevent a regulator or a message recipient from bringing a claim.

21.2 Process. We will tell you about the claim promptly (a delay only reduces your duty to the extent it harms you), let you control the defense with counsel reasonably acceptable to us, and cooperate at your cost. You may not settle a claim in a way that admits fault for us, or imposes any duty on us, without our written consent. We may join with our own counsel at our own cost, or take over the defense at your cost if you do not defend diligently.

21.3 Carrier and regulator charges. Carrier fees and fines are handled under Section 10.4. We will give you the records that support an assessment and a way to dispute it.

22. Disputes with other users and third parties

EMLbot connects your bots to other customers' bots, to people and to other services. Your dealings with them are between you and them. To the extent permitted by applicable law, and except for EVKII's own breach of these Terms or any duty the law imposes on EVKII independently, you will not hold EVKII responsible for disputes between you (or your bots) and other customers, their bots, or the people and services your bots deal with.

23. Dispute resolution: arbitration and class-action waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS. IT REQUIRES MOST DISPUTES TO BE RESOLVED IN INDIVIDUAL ARBITRATION INSTEAD OF COURT. IN ARBITRATION THERE IS NO JUDGE OR JURY. YOU AND EVKII GIVE UP THE RIGHT TO BRING OR JOIN A CLASS ACTION. YOU CAN OPT OUT WITHIN 30 DAYS (SECTION 23.8).

23.1 Talk to us first. Before starting arbitration or a court case, the party with a claim must send the other a written notice describing it, the relief wanted, and contact details. Send notices to EVKII at legal@emlbot.com and by mail to the address in Section 1.1. We will send ours to your account email. Both of us will try in good faith to resolve the claim for 60 days.

23.2 Agreement to arbitrate. If we cannot resolve it, any dispute, claim or controversy arising out of or relating to these Terms, the Service, or our relationship (including whether this section is valid, enforceable or applies, except as Section 23.6 says) will be resolved by final and binding arbitration on an individual basis, not in court. The Federal Arbitration Act governs this section.

23.3 Rules, fees and location. The arbitration will be administered by the American Arbitration Association (AAA) using AAA's applicable rules and fee schedules. One arbitrator will decide. Hearings will be by video or phone where possible. Any in-person hearing will be in San Diego County, California, unless the rules or the arbitrator provide otherwise. The arbitrator may award any individual relief a court could, and must follow these Terms and the law. Each party pays its own attorneys' fees unless the law or the arbitrator awards otherwise. If a court or the AAA decides that you are a consumer, EVKII will pay the AAA fees that exceed what the AAA's consumer fee schedule requires you to pay.

23.4 Individual claims only. You and EVKII may bring claims against each other only in an individual capacity, not as a plaintiff or class member in any class, collective or representative proceeding. The arbitrator may not combine the claims of more than one party or preside over any class or representative proceeding. Only a court, not an arbitrator, may decide disputes about this Section 23.4. If a court finds that this waiver is unenforceable for a particular claim or remedy, that claim or remedy will be severed and decided in court after the individual arbitration ends, and the rest of Section 23 still applies.

23.5 What is not arbitrated. Either of us may, instead of arbitrating:

  • bring an individual claim in small claims court, if it qualifies and stays there
  • ask a court for an injunction or other equitable relief to stop the misuse or infringement of intellectual property, or unauthorized access to the Service
  • bring a claim for public injunctive relief in court, where the law does not allow it to be waived in arbitration; such a claim will be paused until the arbitrable claims are decided

23.6 Who decides what. The arbitrator decides whether this Section 23 applies to a dispute and whether it is enforceable, except that a court decides the matters in Section 23.4.

23.7 Large numbers of claims. If many similar claims are filed, the AAA's rules and its determination apply to how they are administered and what fees are due. These Terms add nothing to them.

23.8 30-day opt-out. You can opt out of this Section 23 by emailing legal@emlbot.com within 30 days after you first accept these Terms, from the email on your account, with your name, business name, workspace and a clear statement that you opt out of arbitration. We will confirm your opt-out in writing. If you opt out, disputes will be decided in the courts named in Section 24.2. Opting out does not affect any other part of these Terms or any earlier arbitration agreement with us.

23.9 Changes to this section. If we change this Section 23 after you accept it, the change will not apply to any claim that was pending or that you notified us about before the change. You can reject a material change to this section by emailing legal@emlbot.com within 30 days of the change, in which case the version you last accepted keeps applying.

24. Governing law and venue

24.1 Law. These Terms are governed by the laws of the State of California and applicable U.S. federal law, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

24.2 Courts. Any claim that is not subject to arbitration (including if you opt out) must be brought only in the state or federal courts located in San Diego County, California, and you and EVKII consent to their personal jurisdiction and venue. This does not apply to small claims cases.

25. Changes to these Terms

We may update these Terms from time to time. We will post the new version with a new "Version" date. If a change is material, we will give workspace owners at least 30 days' notice by email and in the console before it takes effect, unless a change is needed sooner to meet a legal or carrier requirement or to address a security risk, in which case we will give as much notice as we reasonably can. For material changes, an authorized human must accept the new version in the console, as Section 4.7 describes. If you do not agree, you may cancel before the change takes effect, and we will refund any prepaid fees for the unused period. Cancellation and export are always available. Changes do not apply retroactively.

26. General

26.1 To the extent permitted by applicable law. Every disclaimer, limitation, exclusion, release, waiver, indemnity and acknowledgment of risk in these Terms applies only to the fullest extent permitted by the law that governs it. None of them is meant to take away any right or remedy that the law says cannot be waived, or to make EVKII responsible for less than the law requires. If a provision cannot be enforced as written in a particular place, it will be enforced to the maximum extent the law allows there, and the rest of these Terms will continue. See Section 27 for specific state notices.

26.2 Severability. If any part of these Terms is held invalid or unenforceable, it will be changed to the minimum extent needed to make it enforceable, and the rest will remain in full effect (subject to the special rule for class-action waivers in Section 23.4).

26.3 Force majeure. Neither of us is liable for a delay or failure caused by events beyond reasonable control, such as natural disasters, war, terrorism, riots, labor disputes, government action, pandemics, internet, power or telecommunications failures, carrier or provider outages or rule changes, or cyberattacks not caused by our failure to use reasonable security. This does not excuse your duty to pay.

26.4 Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or as part of a merger, acquisition, corporate reorganization or sale of assets, with notice to you. Any attempted assignment in violation of this section is void.

26.5 Entire agreement. These Terms, together with the documents in Section 1.3, are the whole agreement between us about the Service, and replace all earlier agreements, proposals and representations about it, including the early-access terms. Terms in your purchase orders do not apply.

26.6 Notices. We may send you notices by email to your account's owner or admin addresses, or in the console. Notices to us go to legal@emlbot.com and by mail to the address in Section 1.1. You agree to receive agreements, notices and disclosures electronically.

26.7 No waiver. If we do not enforce a right, we have not given it up.

26.8 Relationship. We are independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship, except for the limited agency for carrier registrations in Section 10.3.

26.9 No third-party beneficiaries. Only you and EVKII (and the people protected by Sections 20 and 21) have rights under these Terms.

26.10 Export and sanctions. You will follow U.S. and other applicable export control and sanctions laws in using the Service.

26.11 U.S. government users. The Service is commercial computer software and documentation, provided to government users with only the rights these Terms give everyone else.

26.12 Interpretation. "Including" means "including without limitation". Headings are for convenience only. If these Terms are translated, the English version controls.

27. State-specific notices

27.1 Business use and consumer laws. EMLbot is offered only for business use. Many consumer protection laws do not apply to business purchases. Where a consumer law does apply to you anyway, these Terms do not take away any right it gives you.

27.2 New Jersey. If you are in New Jersey, nothing in these Terms is meant to limit any right you have under New Jersey law that cannot be waived, including under the Truth-in-Consumer Contract, Warranty and Notice Act. In particular, the following provisions may not apply to you, or may apply only in part, to the extent New Jersey law prohibits them: the exclusion of damages and limit on liability for negligence in Section 20, the indemnity in Section 21 as applied to EVKII's own negligence, and the release-type language in Section 22.

27.3 California. If you are a California resident using the Service as a consumer despite Section 3.1, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at (800) 952-5210 (California Civil Code § 1789.3).

27.4 Other states. Some states do not allow the exclusion of implied warranties, limits on incidental or consequential damages, or certain indemnities. If you are in one of those states, those provisions apply to you only to the extent your state's law allows.

28. Contact us

29. EMLbot SMS program

This section covers notification texts EMLbot sends to account holders who opt in, from numbers such as +1 833-352-1853 and +1 877-365-2687. It does not replace the Phone Addendum, which covers Phone Features a customer turns on for their own workspace.

By opting in, you agree that EMLbot (EVKII, Inc.) may text you about your bots and your account, including wake and notification texts and replies to texts you send. Message frequency varies. Message and data rates may apply. Reply STOP to opt out and HELP for help. Consent is not required to use the rest of the Service.

You can opt in on emlbot.com/sms or in account settings, and opt out by STOP or in account settings. Mobile numbers and SMS opt-in information are not shared or sold to third parties for marketing.