Neverhold Terms of Service

Last Updated: February 13, 2025

1. Introduction and Acceptance

Welcome to Neverhold ("we," "our," "us," or "Company"). These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and Neverhold regarding your access to and use of the Neverhold mobile application ("App"), our website, and related services (collectively, the "Services").

By downloading, installing, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not use the Services and should immediately uninstall the App.

These Terms apply to all users of the Services, including users who access the Services through Google Play Store, sideloaded installations, or any other distribution method.

2. Eligibility and Age Requirements

You must be at least 18 years old (or the age of majority in your jurisdiction, whichever is higher) to use the Services. By using the Services, you represent and warrant that:

• You are at least 18 years old or have reached the age of majority in your jurisdiction;
• You have the legal capacity and authority to enter into this Agreement;
• You are not prohibited from using the Services under applicable laws;
• All information you provide to us is accurate, current, and complete.

3. Description of Services

Neverhold is a hybrid dialer application that provides:

• Cellular Call Management: Integration with your device's native calling capabilities for making and receiving cellular calls;
• VoIP Calling Services: Voice over Internet Protocol (VoIP) calling services provided through third-party service providers (including but not limited to Twilio);
• Call Screening and Spam Detection: Local and community-based spam filtering, with optional API-based screening services;
• Call Recording: Optional call recording features subject to applicable laws and user consent;
• Contact Management: Integration with your device's contacts and call history;
• Additional Features: Any other features we may add from time to time.

4. User Accounts and Registration

4.1 Account Creation

To access certain features of the Services, you may be required to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information;
• Maintain and promptly update your account information;
• Maintain the security and confidentiality of your account credentials;
• Accept responsibility for all activities that occur under your account;
• Notify us immediately of any unauthorized access or use of your account.

4.2 Phone Number Verification

You may be required to verify your phone number to use certain features. By providing your phone number, you consent to receive verification codes via SMS or voice call. Standard message and data rates may apply. You represent that you own or have authorization to use the phone number you provide.

5. Acceptable Use and Prohibited Conduct

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Use the Services for any illegal purpose or in violation of any local, state, national, or international law or regulation;
• Violate or infringe upon the rights of others, including intellectual property, privacy, or publicity rights;
• Transmit, upload, or distribute any content that is harmful, abusive, harassing, threatening, defamatory, obscene, or otherwise objectionable;
• Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity;
• Interfere with or disrupt the Services, servers, or networks connected to the Services;
• Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the App;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Services;
• Use automated systems (bots, scrapers, etc.) to access the Services without our express written permission;
• Use the Services to make fraudulent, harassing, or abusive calls;
• Use the Services to transmit spam, unsolicited communications, or bulk messaging;
• Resell, redistribute, or sublicense the Services without our express written permission;
• Use the Services in any manner that could damage, disable, overburden, or impair our servers or networks.

6. Call Screening and Spam Detection Services

6.1 Service Description

Neverhold provides call screening and spam detection services using local/community-based filtering and optional third-party API-based screening. These services are provided "as is" and are intended to assist you in identifying potentially unwanted calls. We do not guarantee the accuracy, completeness, or reliability of spam detection results.

6.2 No Warranty for Screening Accuracy

You acknowledge and agree that:

• Call screening results are based on community reports, local databases, and third-party services, which may contain errors or inaccuracies;
• Legitimate calls may be incorrectly identified as spam, and spam calls may not be detected;
• We are not responsible for any missed calls, blocked legitimate calls, or any consequences arising from the use of call screening features;
• You use call screening features at your own risk and discretion;
• You should not rely solely on our screening services for important communications.

6.3 Community Reporting

If you choose to report numbers as spam through our community features, you represent that your reports are made in good faith and based on your reasonable belief that the reported numbers are associated with spam, fraud, or harassment. You agree not to abuse the reporting system or report numbers maliciously or falsely.

7. VoIP Calling Services

7.1 Third-Party Service Provider

VoIP calling services are provided through third-party service providers, including but not limited to Twilio. By using VoIP calling features, you agree to comply with the terms and conditions of our third-party service providers. We are not responsible for the availability, quality, or reliability of third-party VoIP services.

7.2 Service Availability and Quality

You acknowledge that:

• VoIP calling requires a stable internet connection, and call quality may vary based on network conditions;
• VoIP services may be unavailable or interrupted due to network issues, maintenance, or other factors beyond our control;
• Emergency services (911) may not be available through VoIP calling, and you should use traditional cellular services for emergencies;
• We do not guarantee uninterrupted or error-free VoIP service;
• Call charges and rates for VoIP services are subject to change and are determined by our third-party providers.

7.3 Caller ID and Number Verification

VoIP calls may display your verified phone number as the caller ID, subject to verification by our third-party service providers. You are responsible for ensuring your phone number is properly verified and that you have authorization to use any phone number associated with your account.

8. Call Recording

If call recording features are available, you acknowledge and agree that:

• You are solely responsible for complying with all applicable laws regarding call recording, including obtaining consent from all parties to a call where required by law;
• Laws regarding call recording vary by jurisdiction, and it is your responsibility to understand and comply with applicable laws;
• We are not responsible for your failure to obtain required consent or comply with applicable laws;
• Recorded calls are stored securely, but we cannot guarantee absolute security of stored recordings;
• You may be required to provide notice or obtain consent before recording calls in certain jurisdictions.

9. Intellectual Property Rights

9.1 Our Intellectual Property

The Services, including but not limited to the App, website, software, text, graphics, logos, icons, images, audio clips, digital downloads, and data compilations, are the property of Neverhold or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

9.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• Download and install the App on devices you own or control;
• Use the Services for your personal, non-commercial use in accordance with these Terms.

This license does not include any right to:

• Resell or commercially use the Services;
• Copy, modify, or create derivative works of the Services;
• Reverse engineer, decompile, or disassemble the Services;
• Remove any proprietary notices or labels.

9.3 User Content

You retain ownership of any content you create, upload, or submit through the Services ("User Content"). By submitting User Content, you grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, adapt, publish, translate, distribute, and display such User Content in connection with providing and improving the Services.

10. Payment Terms and Subscription Services

10.1 Subscription Plans

Certain features of the Services may require a paid subscription. Subscription fees, billing cycles, and payment terms will be disclosed at the time of purchase. By purchasing a subscription, you agree to pay all applicable fees.

10.2 Auto-Renewal

Subscriptions may automatically renew unless cancelled before the end of the current billing period. You may cancel your subscription at any time through your account settings or through the app store from which you purchased the subscription.

10.3 Refunds

Refund policies are governed by the app store from which you purchased the subscription (Google Play Store, etc.). We do not provide direct refunds for purchases made through app stores.

10.4 Price Changes

We reserve the right to change subscription prices at any time. Price changes will not affect your current subscription period but may apply to renewals.

11. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, available at https://neverhold.co/privacy-policy.html, which is incorporated into these Terms by reference. By using the Services, you consent to the collection and use of your information as described in our Privacy Policy.

12. Disclaimers of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR QUALITY OF THE SERVICES, INCLUDING CALL SCREENING AND SPAM DETECTION FEATURES;
• WARRANTIES THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEVERHOLD, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES;
• DAMAGES RESULTING FROM YOUR USE OR INABILITY TO USE THE SERVICES;
• DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR USE OF YOUR ACCOUNT OR DATA;
• DAMAGES RESULTING FROM ERRORS OR OMISSIONS IN CALL SCREENING OR SPAM DETECTION;
• DAMAGES RESULTING FROM INTERRUPTION OR CESSATION OF THE SERVICES;
• DAMAGES RESULTING FROM THE ACTIONS OR CONTENT OF THIRD PARTIES;
• DAMAGES RESULTING FROM FAILURE TO RECEIVE OR MAKE CALLS, INCLUDING EMERGENCY CALLS.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.

14. Indemnification

You agree to defend, indemnify, and hold harmless Neverhold, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Services;
• Your violation of these Terms;
• Your violation of any rights of another party;
• Your violation of any applicable laws or regulations;
• Any content you submit, post, or transmit through the Services;
• Your use of call recording features in violation of applicable laws.

15. Termination

15.1 Termination by You

You may terminate your account and stop using the Services at any time by uninstalling the App and deleting your account through the App's settings.

15.2 Termination by Us

We reserve the right to suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including but not limited to:

• Your breach of these Terms;
• Your violation of any applicable laws or regulations;
• Your use of the Services in a manner that we determine is harmful to us, other users, or third parties;
• Extended periods of inactivity;
• Fraudulent, abusive, or illegal activity.

15.3 Effect of Termination

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

16. Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If we make material changes, we will:

• Provide notice through the Services, via email, or through other reasonable means;
• Update the "Last Updated" date at the top of these Terms;
• Require you to review and accept the updated Terms before continuing to use the Services, if the changes are material.

Your continued use of the Services after any changes constitutes your acceptance of the new Terms. If you do not agree to the modified Terms, you must stop using the Services and may terminate your account.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

17.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that:

• Either party may seek injunctive relief in any court of competent jurisdiction to prevent irreparable harm;
• Either party may bring claims in small claims court if the claims qualify.

You agree to waive any right to a jury trial and to participate in class action lawsuits.

18. Compliance with Laws

You agree to comply with all applicable local, state, national, and international laws and regulations when using the Services, including but not limited to:

• Telecommunications regulations;
• Privacy and data protection laws (including CCPA/CPRA in the United States, PIPEDA in Canada, LFPD in Mexico, and GDPR where applicable);
• Call recording laws;
• Anti-spam and telemarketing regulations (TCPA, CAN-SPAM Act, CASL);
• Export control laws.

19. Third-Party Services and Links

The Services may contain links to third-party websites, services, or resources. We are not responsible for the availability, accuracy, or content of such third-party services. Your interactions with third-party services are solely between you and the third party, and we are not liable for any loss or damage arising from such interactions.

20. Export Control

The Services may be subject to export control laws. You agree not to export or re-export the Services in violation of any applicable export control laws or regulations.

21. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

22. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Neverhold regarding the Services and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

23. Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

24. Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms or any rights hereunder without restriction.

25. Contact Information

By using Neverhold, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.