Terms of Service

1. Definitions

As used in this Terms of Service and Master Services Agreement (the "Agreement"), the following capitalized terms shall have the meanings ascribed to them below:

• "Company," "we," "us," or "our" means AgentTech I/O, Inc., a corporation organized and existing under the laws of the State of Nevada, together with its officers, directors, employees, agents, affiliates, successors, and assigns.
• "Customer," "you," or "your" means the individual or legal entity that accesses or uses the Service, including all Authorized Users under Customer's account.
• "Agency" means the business entity registered as the account holder on the Platform, including any insurance agency, call center, or other organization utilizing the Service.
• "Agent" or "Authorized User" means any individual granted access to the Service under Customer's account, including employees, contractors, and representatives of the Agency.
• "End User" means any individual who interacts with Customer through the Service, including called parties, text message recipients, and other third parties.
• "Service" or "Platform" means the AgentTech Dialer cloud-based software-as-a-service platform, including all features, functionality, APIs, integrations, AI-powered tools, WebRTC-based communications, documentation, and related services provided by Company.
• "Software" means the proprietary software, code, algorithms, AI models, machine learning systems, and technology underlying and comprising the Service.
• "Customer Data" means all data, information, and content submitted, uploaded, transmitted, or otherwise provided by or on behalf of Customer through the Service, including Customer Input Data and Platform Data.
• "Customer Input Data" means the raw data that Customer directly inputs, uploads, or imports into the Service, including contact lists, lead data, CRM records, custom field entries, knowledge base content, and AI Agent configurations.
• "Platform Data" means all data generated through, derived from, or arising out of Customer's use of the Service, including call recordings, call detail records, transcriptions, voicemail recordings and transcriptions, SMS messages, email communications, compliance analysis results, compliance scores, AI-generated outputs, usage logs, session data, metadata, and all analytics and telemetry data.
• "Derivative Data" means any data derived from, based upon, or created using Customer Data or Platform Data, including AI-generated analyses, compliance scores, transcriptions, call summaries, sentiment analyses, coaching recommendations, statistical outputs, benchmarks, and insights.
• "Aggregated Data" means Customer Data or Platform Data that has been aggregated, anonymized, or de-identified such that it cannot reasonably be used to identify Customer, any Authorized User, or any individual.
• "AI-Generated Data" means all outputs, analyses, scores, recommendations, transcriptions, summaries, and content produced by Company's artificial intelligence and machine learning systems in connection with the Service.
• "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including business plans, technology, pricing, customer lists, and proprietary data, whether disclosed orally, in writing, or electronically.
• "Documentation" means the user guides, help center articles, API documentation, and other instructional materials made available by Company in connection with the Service.
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, moral rights, and all other intellectual property rights, whether registered or unregistered.
• "Subscription Term" means the period during which Customer has an active, paid subscription to the Service.
• "Fees" means all subscription fees, usage-based charges, and other amounts payable by Customer under this Agreement.
• "Wallet" means the prepaid balance maintained by Customer on the Platform for usage-based charges, including VoIP minutes, SMS, AI transcription, and other metered services.
• "Applicable Law" means all applicable federal, state, and local laws, statutes, regulations, ordinances, rules, orders, and governmental requirements, including without limitation the Telephone Consumer Protection Act ("TCPA"), the Telemarketing Sales Rule ("TSR"), Federal Communications Commission ("FCC") rules, Federal Trade Commission ("FTC") rules, the Health Insurance Portability and Accountability Act ("HIPAA"), Centers for Medicare & Medicaid Services ("CMS") rules and marketing guidelines, state insurance regulations, state telecom regulations, the Do Not Call ("DNC") registry requirements, and all other Regulatory Requirements.
• "PHI" means Protected Health Information as defined under HIPAA.
• "BAA" means a Business Associate Agreement as required under HIPAA.
• "Effective Date" means the date on which Customer first accesses or uses the Service or creates an account, whichever occurs first.

2. Acceptance and Binding Agreement

2.1. By accessing, browsing, or using the Service, by clicking "I Agree," "Sign Up," or any similar affirmative mechanism, or by creating an account on the Platform, Customer acknowledges that Customer has read, understood, and agrees to be legally bound by the terms and conditions of this Agreement. If Customer does not agree to all terms of this Agreement, Customer must immediately cease all use of the Service.

2.2. Customer represents and warrants that the individual accepting this Agreement is at least eighteen (18) years of age and has the legal authority to bind Customer (including any Agency, corporation, partnership, limited liability company, or other legal entity) to this Agreement. If Customer is accepting this Agreement on behalf of a legal entity, Customer represents and warrants that Customer is an authorized representative of such entity with full power and authority to bind such entity.

2.3. This Agreement, together with any Order Forms, addenda, or supplemental terms expressly incorporated herein by reference, constitutes the entire agreement between Customer and Company with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written, oral, or implied.

2.4. In the event of any conflict or inconsistency between this Agreement and any marketing materials, website content, blog posts, promotional materials, Documentation, or other communications by Company, the terms of this Agreement shall control and take precedence in all respects.

3. Account Registration, Eligibility, and Security

3.1. Eligibility. The Service is available only to legal business entities and individuals who are at least eighteen (18) years of age and are capable of forming a binding contract under Applicable Law. By registering for an account, Customer represents and warrants that Customer meets all eligibility requirements.

3.2. Registration Information. Customer shall provide complete, accurate, and current information during the registration process and shall promptly update such information to maintain its accuracy. Customer acknowledges that Company may rely on the accuracy of such information. Provision of false, inaccurate, or misleading registration information constitutes a material breach of this Agreement.

3.3. Account Security. Customer is solely responsible for maintaining the confidentiality and security of Customer's account credentials, including usernames, passwords, and authentication tokens. Customer shall implement reasonable security measures to prevent unauthorized access to Customer's account, including but not limited to the use of strong passwords and the safeguarding of login credentials across all devices and sessions.

3.4. Responsibility for Account Activity. Customer shall be solely responsible for all activities that occur under Customer's account, including activities of all Authorized Users, Agents, and any third party who accesses the Service using Customer's credentials, whether or not such access was authorized by Customer. Customer agrees that Company shall have no liability for any loss or damage arising from Customer's failure to maintain the security of Customer's account.

3.5. Unauthorized Access. Customer shall notify Company immediately in writing at legal@agenttech.io upon becoming aware of any unauthorized access to or use of Customer's account. Company reserves the right, in its sole discretion, to suspend or terminate any account that Company reasonably believes has been compromised or is being used in violation of this Agreement.

4. Grant of License

4.1. License Grant. Subject to Customer's compliance with all terms and conditions of this Agreement and timely payment of all Fees, Company hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to access and use the Service during the Subscription Term solely for Customer's internal business operations in accordance with the Documentation and this Agreement.

4.2. License Restrictions. The license granted herein does not include any right to: (a) access or use the source code, object code, algorithms, AI models, or underlying technology of the Software; (b) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software; (c) sublicense, resell, distribute, or otherwise transfer the Service to any third party; (d) use the Service in a service bureau or time-sharing arrangement; or (e) remove, alter, or obscure any proprietary notices, labels, or markings on the Service.

4.3. Reservation of Rights. Company reserves all rights not expressly granted to Customer under this Agreement. No implied licenses are granted by Company under this Agreement, whether by estoppel, implication, exhaustion, or otherwise.

5. Subscription Fees, Billing, and Payment

5.1. Platform Fees. Customer shall pay a per-seat monthly subscription fee for access to the Platform, as set forth in the applicable pricing schedule or Order Form. Subscription fees are billed in advance on a monthly basis.

5.2. Usage-Based Charges. In addition to subscription fees, Customer shall pay usage-based charges for the following metered services, billed at Company's then-current rates: (a) VoIP calling minutes (inbound and outbound); (b) SMS text messages; (c) AI transcription hours; (d) AI Mock Call minutes; (e) phone number provisioning and maintenance; and (f) such other metered services as Company may offer from time to time.

5.3. Prepaid Wallet. Usage-based charges shall be deducted from Customer's prepaid Wallet balance. Customer is responsible for maintaining a sufficient Wallet balance to support continued use of metered services. In the event Customer's Wallet balance reaches zero or is insufficient to cover applicable charges, Company may, in its sole discretion, suspend Customer's access to any or all usage-based features without notice or liability. All Wallet credits are non-refundable and non-transferable.

5.4. Auto-Recharge. Customer may authorize automatic Wallet recharges via a stored payment method. By enabling auto-recharge, Customer irrevocably authorizes Company to charge Customer's designated payment method automatically when the Wallet balance falls below Customer's configured threshold, in the amount specified by Customer. Customer may disable auto-recharge at any time through the Platform, provided that disabling auto-recharge does not relieve Customer of any outstanding payment obligations.

5.5. Price Modifications. Company reserves the right to modify its pricing at any time upon not less than thirty (30) days' prior written notice to Customer. Continued use of the Service following the effective date of a price modification constitutes Customer's acceptance of the modified pricing. If Customer does not agree to the modified pricing, Customer's sole and exclusive remedy is to terminate this Agreement prior to the effective date of the price change.

5.6. Taxes. All Fees are exclusive of, and Customer shall be solely responsible for, all applicable sales taxes, use taxes, value-added taxes, excise taxes, duties, levies, telecommunications surcharges, universal service fund contributions, regulatory fees, and all other governmental charges and assessments imposed on or in connection with Customer's use of the Service, excluding only taxes based on Company's net income.

5.7. Late Payment. Any amounts not paid when due shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by the laws of the State of Nevada, whichever is less, calculated from the date such payment was due. Company may suspend Customer's access to the Service upon five (5) calendar days' written notice of non-payment, without liability and without waiving any other rights or remedies available under this Agreement or at law.

5.8. No Refunds. Except as expressly set forth in a separately executed written agreement, all Fees paid are non-refundable. Without limiting the foregoing, there shall be no refunds or credits for: (a) partial months of service; (b) unused seat licenses; (c) unused Wallet balances; (d) downgraded accounts; (e) terminated accounts, regardless of the reason for termination; or (f) any other reason.

5.9. Disputed Charges. Customer must notify Company in writing of any disputed charges within thirty (30) calendar days of the date such charges appear on Customer's account or payment method statement. Failure to dispute charges within such period shall constitute Customer's irrevocable acceptance and waiver of any right to dispute such charges.

6. Service Availability and Performance

6.1. The Service is provided on an "AS AVAILABLE" basis. Company does not guarantee continuous, uninterrupted, or error-free operation of the Service. Company makes no commitment regarding service availability, uptime percentages, or performance benchmarks, unless expressly set forth in a separately executed Service Level Agreement addendum signed by an authorized officer of Company.

6.2. Company may, from time to time, perform scheduled and unscheduled maintenance on the Platform, which may result in temporary service interruptions. Company shall use commercially reasonable efforts to provide advance notice of scheduled maintenance, but shall have no obligation to do so for emergency or urgent maintenance.

6.3. Company reserves the right, in its sole discretion and without liability, to modify, update, enhance, suspend, or discontinue any feature, functionality, or aspect of the Service at any time, with or without notice. Company shall have no liability to Customer or any third party for any modification, suspension, or discontinuance of the Service or any feature thereof.

7. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (except for payment obligations) to the extent that such failure or delay is caused by circumstances beyond such party's reasonable control, including but not limited to: acts of God; pandemic; epidemic; fire; flood; earthquake; hurricane; tornado; severe weather; war; armed conflict; terrorism; insurrection; riot; civil disturbance; cyberattack; distributed denial-of-service (DDoS) attack; ransomware attack; government action; embargo; sanction; regulatory change; change in law; telecommunications carrier outage; internet service disruption; power failure; infrastructure failure; natural disaster; labor dispute; strike; shortage of materials; supply chain disruption; or any other cause beyond the reasonable control of the affected party (each, a "Force Majeure Event"). The affected party shall provide prompt written notice of the Force Majeure Event and shall use commercially reasonable efforts to mitigate the effects thereof.

8. Acceptable Use Policy and Prohibited Conduct

8.1. Customer shall use the Service only in compliance with this Agreement, all Applicable Law, and all applicable Regulatory Requirements. Without limiting the foregoing, Customer shall not, and shall ensure that its Authorized Users do not, engage in any of the following prohibited conduct:

• (a) Use the Service in any manner that violates the TCPA, TSR, FCC regulations, FTC regulations, CMS rules, state telecommunications laws, state insurance regulations, DNC requirements, or any other Applicable Law;
• (b) Engage in illegal robocalling, auto-dialing without proper prior express consent, unsolicited commercial calls, unsolicited text messages, or any form of spam;
• (c) Fail to obtain, maintain, and produce upon request valid prior express written consent records for all outbound calls and text messages as required by Applicable Law;
• (d) Fail to scrub call and text lists against the National Do Not Call Registry, applicable state DNC registries, and Customer's internal DNC list prior to initiating communications;
• (e) Initiate calls or text messages outside permitted hours under federal and applicable state calling-time restrictions;
• (f) Transmit, store, or process any PHI through the Service without a duly executed BAA between Customer and Company;
• (g) Use the Service for harassment, stalking, threats, intimidation, fraud, deception, impersonation, or caller ID spoofing with intent to defraud, cause harm, or wrongfully obtain anything of value;
• (h) Use the Service as a replacement for or substitute for traditional telephone service, including 911 or E911 emergency services. THE SERVICE IS NOT DESIGNED, INTENDED, OR CAPABLE OF PLACING OR ROUTING CALLS TO 911 OR ANY EMERGENCY SERVICE. COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INABILITY TO ACCESS EMERGENCY SERVICES THROUGH THE PLATFORM;
• (i) Resell, sublicense, redistribute, or otherwise make the Service available to any third party without Company's prior written consent;
• (j) Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, algorithms, or underlying technology of the Software, except to the extent expressly permitted by Applicable Law notwithstanding this restriction;
• (k) Introduce any virus, worm, Trojan horse, ransomware, malware, or other malicious or destructive code into the Platform;
• (l) Engage in excessive API usage, rate abuse, automated scraping, or deliberate system overloading that impairs the performance, stability, or availability of the Platform for other customers;
• (m) Use the Service in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use and enjoyment of the Service;
• (n) Attempt to gain unauthorized access to any systems, networks, servers, or accounts associated with the Platform;
• (o) Use the Service to store or transmit any content that is unlawful, defamatory, obscene, pornographic, or otherwise objectionable; or
• (p) Assist, facilitate, or encourage any third party in engaging in any of the foregoing prohibited conduct.

8.2. Remedies. Company may, in its sole and absolute discretion, immediately suspend, restrict, or terminate Customer's access to the Service, in whole or in part, upon any actual or suspected violation of this Section 8, without prior notice, without refund or credit, and without liability to Customer or any third party. Such remedies are in addition to, and not in lieu of, any other rights or remedies available to Company under this Agreement or at law or in equity.

9. Telecommunications and Regulatory Compliance

9.1. Platform Classification. Customer acknowledges and agrees that Company acts solely as a technology platform provider and information service. Company is NOT a telecommunications carrier, common carrier, telephone company, or public utility under the Communications Act of 1934, as amended, any FCC regulation, or any state public utility commission regulation. Company does not originate, terminate, or transmit voice or data communications as a carrier. Company provides a software platform that enables Customer to manage communications through third-party telecommunications providers.

9.2. Customer Compliance Responsibility. Customer is solely and exclusively responsible for ensuring full compliance with all Applicable Law and Regulatory Requirements in connection with Customer's use of the Service, including without limitation: (a) the TCPA and all FCC implementing regulations; (b) the TSR and all FTC implementing regulations; (c) CMS Medicare and Medicaid marketing guidelines, enrollment requirements, and all related regulations; (d) HIPAA and all implementing regulations; (e) federal and state DNC registry requirements; (f) state insurance licensing laws and marketing regulations; (g) state telecommunications regulations; (h) state and federal calling-time restrictions; (i) recording consent laws in all applicable jurisdictions; and (j) all other federal, state, and local laws, regulations, and rules applicable to Customer's industry, business, and communications activities.

9.3. AI Compliance Tools. Company provides AI-powered compliance scoring, monitoring, and alerting features as assistive technology tools only. Such tools are designed to help identify potential compliance issues but DO NOT constitute legal advice, regulatory guidance, compliance certification, or a guarantee of compliance with any law, rule, or regulation. Customer shall not rely exclusively on AI compliance tools as a substitute for independent legal review, compliance auditing, or the advice of qualified legal counsel. Company expressly disclaims all liability arising from Customer's reliance on AI compliance outputs.

9.4. Assumption of Risk. Customer assumes all risk and liability for any and all fines, penalties, sanctions, enforcement actions, consent decrees, lawsuits, class actions, arbitration proceedings, regulatory proceedings, or other claims arising from or relating to Customer's use of the Service, including without limitation claims under the TCPA, CMS rules, HIPAA, state insurance regulations, or any other Applicable Law.

9.5. Licensing. Customer represents and warrants that Customer has independently obtained and shall maintain throughout the Subscription Term all required business licenses, insurance licenses, telecom authorizations, state registrations, and regulatory approvals necessary for the lawful operation of Customer's business and Customer's use of the Service.

9.6. Regulatory Cooperation. Company may, in its sole discretion, cooperate with any governmental authority, regulatory body, or law enforcement agency, including by providing Customer Data, call records, recordings, transcriptions, and account information, in response to lawful process (including subpoenas, court orders, civil investigative demands, and regulatory inquiries) or as Company deems reasonably necessary to comply with Applicable Law, protect Company's rights, or ensure the safety and security of the Platform.

10. Call Recording, Monitoring, and Transcription

10.1. Recording Capabilities. Customer acknowledges and agrees that the Service provides call recording, real-time transcription, AI-powered monitoring, compliance scoring, sentiment analysis, and communication analytics capabilities. Customer acknowledges that calls, voicemails, SMS messages, and other communications processed through the Service may be recorded, transcribed, monitored, analyzed, and stored.

10.2. Consent Responsibility. Customer is solely and exclusively responsible for obtaining all consents, permissions, and authorizations required under all applicable one-party and two-party (all-party) consent recording laws and regulations in all applicable jurisdictions before recording any call or communication. Customer shall ensure that all required recording disclosures are provided to all parties on each recorded call in compliance with Applicable Law. Company shall have no obligation to advise Customer on applicable recording consent requirements and assumes no liability for Customer's failure to obtain required consents.

10.3. Retention Policies. Company stores call recordings, transcriptions, and related data according to Customer-configured retention policies within the Platform. Company shall have no obligation to verify, audit, or ensure that Customer's configured retention policies comply with Applicable Law, including but not limited to CMS Medicare record retention requirements or state-specific retention mandates. Customer is solely responsible for configuring retention policies that satisfy all applicable regulatory requirements.

10.4. Company Access Rights. Company hereby reserves the unrestricted right to access, review, copy, retain, store, process, and use all call recordings, transcriptions, voicemail recordings and transcriptions, SMS messages, email communications, and all other communications data transmitted through the Service, for any purpose whatsoever, including without limitation: (a) providing, operating, and improving the Service; (b) quality assurance and compliance monitoring; (c) dispute resolution and litigation support; (d) safety, security, and fraud prevention; (e) developing, training, testing, and improving AI and machine learning models, algorithms, and technologies; (f) generating Derivative Data and Aggregated Data; (g) responding to legal process and regulatory inquiries; (h) enforcing this Agreement; and (i) any other lawful purpose as determined by Company in its sole discretion.

11. Artificial Intelligence Services

11.1. AI Features. The Service includes various AI-powered features, including but not limited to: real-time compliance scoring and monitoring; call transcription and summarization; real-time agent coaching and sentiment analysis; AI Agents for autonomous call handling; AI Mock Calls for agent training; and automated quality assurance scoring (collectively, "AI Features").

11.2. No Warranty of Accuracy. All AI Features and AI-Generated Data are provided "AS IS" without any warranty of accuracy, completeness, reliability, timeliness, or fitness for any particular purpose. Customer acknowledges that: (a) AI transcription may contain errors, omissions, inaccuracies, and misattributions; (b) AI compliance scores are assistive indicators only and may not reflect actual regulatory compliance status; (c) AI coaching recommendations are informational suggestions and not professional directives; and (d) all AI-Generated Data may contain errors and should be independently verified.

11.3. Not Professional Advice. AI-Generated Data, including compliance scores, coaching recommendations, and transcriptions, do NOT constitute and shall not be construed as legal advice, regulatory compliance verification, medical advice, insurance advice, financial advice, or professional guidance of any kind. Customer shall consult qualified legal counsel and compliance professionals for all regulatory compliance matters.

11.4. AI Agent Responsibility. Where Customer configures and deploys AI Agents through the Service, Customer acknowledges and agrees that: (a) AI Agents operate based on Customer-configured prompts, personas, knowledge bases, instructions, and parameters; (b) Customer is solely responsible and liable for all interactions, statements, representations, commitments, and conduct of Customer's AI Agents; (c) Company has no control over and assumes no responsibility for the specific behavior or outputs of Customer-configured AI Agents; and (d) Customer shall ensure that AI Agent configurations comply with all Applicable Law, including CMS marketing guidelines, TCPA requirements, and state insurance regulations.

11.5. Disclaimer of AI Liability. Company hereby disclaims all liability for: (a) any inaccuracy, error, or omission in AI-Generated Data; (b) any decision made or action taken by Customer or any third party in reliance on AI-Generated Data; (c) any statements, representations, or commitments made by Customer's AI Agents; and (d) any damages, losses, fines, penalties, or claims arising from or related to the use of AI Features.

11.6. AI Training. Customer expressly acknowledges and agrees that Company may use Customer's interaction data with AI Features, including call recordings, transcriptions, user interactions, feedback, and AI Agent conversation data, to develop, improve, train, test, validate, and refine Company's AI models, machine learning algorithms, and related technologies, including for use in services provided to other customers and third parties.

12. Customer Data — License Grant and Rights

12.1. Ownership of Customer Input Data. As between the parties, Customer retains ownership of Customer Input Data, subject in all respects to the broad, perpetual license granted to Company in this Section 12. For the avoidance of doubt, Customer's ownership of Customer Input Data does not restrict or limit Company's rights under the license granted herein.

12.2. License Grant to Company. Customer hereby grants to Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers of sublicensees), non-exclusive license to access, collect, receive, use, copy, store, host, cache, process, record, transmit, distribute, display, perform, publish, modify, adapt, translate, create derivative works from, analyze, aggregate, anonymize, de-identify, compile, combine with other data, and otherwise exploit in any manner, in any medium, and for any purpose whatsoever, all Customer Data, including without limitation: Customer Input Data, Platform Data, call recordings, transcriptions, voicemail recordings and transcriptions, SMS message content, email communications, contact and CRM data, compliance analysis data, AI interaction data, usage data, session data, telemetry data, metadata, and all other data generated through, derived from, or arising out of Customer's use of the Service. This license shall survive any termination, expiration, or cancellation of this Agreement and shall continue in perpetuity.

12.3. Derivative and Aggregated Data. Company shall exclusively own all right, title, and interest in and to any and all: (a) Derivative Data, including without limitation AI-generated analyses, compliance scores, transcriptions, call summaries, sentiment analyses, coaching recommendations, performance benchmarks, statistical outputs, and insights derived from Customer Data; (b) Aggregated Data in all forms; and (c) all improvements, enhancements, modifications, updates, and derivative works to the Service, Software, AI models, algorithms, and underlying technology resulting from or informed by the processing of Customer Data. Customer hereby irrevocably assigns to Company all right, title, and interest in and to any Derivative Data or Aggregated Data to the extent any such rights may vest in Customer under Applicable Law.

12.4. AI Model Training. Customer expressly and irrevocably consents to Company's use of all Customer Data, Platform Data, Derivative Data, and AI-Generated Data to develop, train, test, validate, improve, retrain, and refine Company's artificial intelligence models, machine learning algorithms, neural networks, and related technologies, including the incorporation of such data into training datasets used for services provided to third parties, including Customer's competitors. Customer acknowledges that AI models trained using Customer Data may be used to generate outputs for other customers and that Company has no obligation to segregate or restrict the use of learnings derived from Customer Data.

12.5. No Restrictions on Derivative Use. Nothing in this Agreement shall be construed to restrict, limit, or condition Company's right to use, exploit, commercialize, license, sell, or otherwise deal in Derivative Data, Aggregated Data, AI-Generated Data, or any AI models, algorithms, or technologies developed or improved using Customer Data, for any purpose whatsoever, including without limitation providing services to Customer's competitors, publishing industry benchmarks, and licensing technology to third parties.

12.6. Data Portability. During the Subscription Term, Customer may export Customer Input Data through available Platform export functionality, subject to the technical capabilities and limitations of the Platform. Following any termination or expiration of this Agreement, Company shall have no obligation whatsoever to return, export, migrate, or make available any Customer Data, Platform Data, Derivative Data, or any other data in any format. Customer is solely responsible for exporting any desired data prior to the effective date of termination.

12.7. Customer Representations and Warranties Regarding Data. Customer represents, warrants, and covenants that: (a) Customer has all necessary rights, consents, permissions, and legal authority to provide all Customer Data to Company and to grant the licenses set forth in this Section 12; (b) Customer has obtained all consents required from End Users, contacts, called parties, data subjects, and all other individuals whose data is included in Customer Data, including consents required under the TCPA, HIPAA, CMS rules, state recording consent laws, and all other Applicable Law; (c) Customer Data does not and shall not infringe, misappropriate, or violate the Intellectual Property or other rights of any third party; and (d) Customer Data does not and shall not contain any content that is unlawful, fraudulent, deceptive, or in violation of Applicable Law.

13. Intellectual Property

13.1. Company Ownership. Company retains all right, title, and interest in and to the Service, Platform, Software, Documentation, AI models, algorithms, trade secrets, inventions, designs, processes, methodologies, user interfaces, and all Intellectual Property rights therein and thereto. Nothing in this Agreement transfers or assigns any ownership interest in the Service or any Company Intellectual Property to Customer.

13.2. Feedback. To the extent Customer or any Authorized User provides any feedback, suggestions, ideas, enhancement requests, feature requests, recommendations, bug reports, or other input regarding the Service (collectively, "Feedback"), Customer hereby irrevocably assigns to Company all right, title, and interest in and to such Feedback, and Company shall be free to use, implement, modify, commercialize, and incorporate such Feedback into the Service or any other product or service without restriction, attribution, compensation, or obligation to Customer.

13.3. Marketing Use. Customer grants Company the right to use Customer's name, trade name, trademarks, and logo in Company's marketing materials, customer lists, case studies, and promotional content, unless Customer provides written notice of objection to legal@agenttech.io.

14. Confidentiality

14.1. Definition. "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Company's Confidential Information includes the Software, technology, algorithms, pricing, business plans, and roadmaps. Customer's Confidential Information includes Customer Input Data, subject to the license granted in Section 12.

14.2. Obligations. The Receiving Party shall: (a) maintain the Disclosing Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein or with the Disclosing Party's prior written consent; and (c) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement. Notwithstanding the foregoing, Company's use of Customer Data pursuant to the license granted in Section 12 shall not constitute a breach of this Section 14.

14.3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

14.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, regulation, or court or governmental order, provided that the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such requirement and reasonably cooperate with the Disclosing Party's efforts to obtain a protective order or other appropriate remedy. The obligations of confidentiality under this Section 14 shall survive termination of this Agreement for a period of three (3) years, provided that obligations with respect to trade secrets shall survive indefinitely for so long as such information remains a trade secret under Applicable Law.

15. Indemnification

15.1. Customer Indemnification. Customer shall defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, assigns, licensors, and service providers (collectively, the "Company Indemnified Parties") from and against any and all third-party claims, demands, actions, suits, investigations, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees, expert witness fees, and court costs) (collectively, "Losses") arising out of, relating to, or in connection with:

• (a) Customer's or any Authorized User's use or misuse of the Service;
• (b) Customer's breach of this Agreement, including any breach of Customer's representations, warranties, or covenants herein;
• (c) Any actual or alleged violation of the TCPA, TSR, CMS rules, HIPAA, DNC requirements, FCC regulations, FTC regulations, state telecommunications laws, state insurance regulations, or any other Applicable Law by Customer, its Authorized Users, or its Agents;
• (d) Customer's call content, scripts, marketing materials, advertising, agent conduct, and sales practices;
• (e) Any third-party claim arising from Customer's outbound calling campaigns, text messaging campaigns, email campaigns, or any other communication activities conducted through the Service;
• (f) Customer's AI Agent configurations, prompts, knowledge bases, personas, and resulting AI Agent interactions, statements, representations, and commitments;
• (g) Customer's failure to obtain required consents for call recording, data collection, data processing, or communications;
• (h) Any claim by a data subject, called party, End User, consumer, or any other individual or entity relating to Customer's data collection, data handling, data processing, or communication practices;
• (i) Any actual or alleged infringement, misappropriation, or violation of third-party Intellectual Property or other proprietary rights by Customer Data; and
• (j) Any regulatory fine, penalty, sanction, enforcement action, or consent decree imposed on or against Customer or any Company Indemnified Party as a result of Customer's acts or omissions.

15.2. Procedures. Company shall provide Customer with prompt written notice of any claim for which indemnification is sought and shall reasonably cooperate with Customer in the defense thereof at Customer's expense. Company reserves the right, at its sole option and at Customer's expense, to assume exclusive control of the defense and settlement of any claim subject to indemnification under this Section 15. Customer shall not settle any claim without Company's prior written consent, which shall not be unreasonably withheld, unless the settlement unconditionally releases all Company Indemnified Parties, includes no admission of liability or wrongdoing by any Company Indemnified Party, and imposes no obligations on any Company Indemnified Party.

16. Disclaimer of Warranties

17. Limitation of Liability

18. Term, Termination, and Suspension

18.1. Subscription Term. Unless otherwise agreed in a separately executed written agreement, the Subscription Term shall be on a month-to-month basis, commencing on the Effective Date and automatically renewing on the first day of each calendar month thereafter until terminated in accordance with this Section 18.

18.2. Termination by Customer. Customer may terminate this Agreement by providing written notice to Company at legal@agenttech.io prior to the commencement of the next billing cycle. Termination shall be effective at the end of the then-current billing period. No refund shall be provided for any unused portion of the billing period.

18.3. Termination or Suspension by Company. Company may, in its sole and absolute discretion, immediately suspend, restrict, or terminate Customer's access to the Service, in whole or in part, without prior notice and without refund, upon: (a) any actual or suspected violation of Section 8 (Acceptable Use Policy); (b) non-payment of any Fees when due; (c) breach of any material term of this Agreement; (d) any legal or regulatory requirement or request; (e) any risk to the integrity, security, or availability of the Platform or other customers; (f) Customer's insolvency, bankruptcy, assignment for the benefit of creditors, or dissolution; or (g) any other reason Company deems reasonably necessary to protect its interests. Company shall have no liability to Customer or any third party for any suspension or termination of the Service under this Section.

18.4. Effect of Termination. Upon any termination or expiration of this Agreement: (a) all licenses granted to Customer hereunder shall immediately and automatically terminate; (b) Customer shall immediately cease all access to and use of the Service; (c) all outstanding Fees, including unpaid usage charges, shall become immediately due and payable; (d) Customer's Wallet balance, if any, shall be forfeited and is non-refundable; and (e) Company may, in its sole discretion, delete Customer Data from the Platform at any time after thirty (30) calendar days following the effective date of termination, with no obligation whatsoever to return, export, or migrate any data.

18.5. Survival. The following provisions shall survive any termination or expiration of this Agreement: Section 1 (Definitions), Section 5 (to the extent of accrued payment obligations), Section 7 (Force Majeure), Section 9 (Telecommunications and Regulatory Compliance), Section 10 (Call Recording, Monitoring, and Transcription), Section 11 (Artificial Intelligence Services), Section 12 (Customer Data — License Grant and Rights), Section 13 (Intellectual Property), Section 14 (Confidentiality), Section 15 (Indemnification), Section 16 (Disclaimer of Warranties), Section 17 (Limitation of Liability), Section 19 (Governing Law, Dispute Resolution, and Arbitration), Section 22 (General Provisions), Section 23 (Emergency Services Disclaimer), Section 24 (Marketing Materials Disclaimer), and any other provisions that by their nature are intended to survive termination.

19. Governing Law, Dispute Resolution, and Arbitration

19.1. Governing Law. This Agreement and all matters arising out of or relating to this Agreement, including any dispute, claim, or controversy, shall be governed by, construed, and enforced in accordance with the laws of the State of Nevada, without regard to its choice-of-law or conflict-of-law principles that would cause the application of the laws of any other jurisdiction.

19.2. Mandatory Binding Arbitration. Except as expressly provided in Section 19.4, any dispute, claim, or controversy arising out of, relating to, or in connection with this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator in Clark County, Nevada. The arbitrator shall have the authority to award any relief that a court of competent jurisdiction could award, provided that the arbitrator shall not have the authority to award punitive or exemplary damages in excess of the limitations set forth in Section 17. The arbitrator's decision and award shall be final, binding, and non-appealable, and judgment on the award may be entered in any court of competent jurisdiction. The costs of arbitration, including the arbitrator's fees, shall be borne equally by the parties, provided that each party shall bear its own attorneys' fees and costs except as otherwise provided in Section 19.6.

19.4. Injunctive Relief. Notwithstanding the foregoing arbitration requirement, Company may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies in any court of competent jurisdiction, without first submitting to arbitration, to protect Company's Intellectual Property, Confidential Information, or trade secrets, or to enforce the provisions of Sections 4, 8, 12, or 13 of this Agreement. Any such action shall not constitute a waiver of the right to compel arbitration of any other dispute.

19.5. Exclusive Venue. For any matters not subject to mandatory arbitration under this Section 19, the parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada, and each party hereby irrevocably waives any objection to such jurisdiction or venue, including on the grounds of forum non conveniens.

19.6. Attorneys' Fees. In any dispute, action, or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, court costs, and other costs of litigation or arbitration from the non-prevailing party.

19.7. Statute of Limitations. To the maximum extent permitted by Applicable Law, any cause of action, claim, or dispute arising under or in connection with this Agreement must be commenced within one (1) year after the date on which the cause of action accrues; otherwise, such cause of action, claim, or dispute shall be permanently barred and waived.

20. Modifications to Agreement

20.1. Company reserves the right to modify, amend, or supplement this Agreement at any time by posting the revised Agreement on the Platform and providing not less than thirty (30) days' written notice to Customer via email or in-platform notification. The "Last updated" date at the top of this Agreement will reflect the date of the most recent revision.

20.2. Customer's continued access to or use of the Service after the effective date of any modification shall constitute Customer's binding acceptance of the modified Agreement. If Customer does not agree to any modification, Customer's sole and exclusive remedy is to terminate this Agreement prior to the effective date of such modification by providing written notice to Company.

20.3. This Agreement, as amended from time to time in accordance with this Section 20, constitutes the complete and exclusive statement of the agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, between the parties relating to the subject matter hereof.

21. HIPAA and Protected Health Information

21.1. The Service is NOT HIPAA-compliant by default. The standard Service does not include the administrative, physical, and technical safeguards required under the HIPAA Security Rule for the protection of PHI, and Company does not act as a Business Associate or Covered Entity under HIPAA unless expressly agreed in a separately executed BAA.

21.2. Customer shall NOT transmit, store, process, or otherwise make available any PHI through the Service unless and until a BAA has been duly executed by authorized representatives of both Company and Customer. Customer's transmission of PHI through the Service without a duly executed BAA shall constitute a material breach of this Agreement and shall entitle Company to immediately terminate the Agreement and suspend access to the Service without refund or liability.

21.3. Company disclaims all liability and responsibility for any PHI transmitted by Customer through the Service without a duly executed BAA. Customer shall indemnify Company Indemnified Parties for any Losses arising from Customer's unauthorized transmission of PHI in accordance with Section 15.

22. General Provisions

22.1. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and if such modification is not possible, such provision shall be severed from this Agreement. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect.

22.2. Waiver. No failure or delay by Company in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. No waiver of any provision of this Agreement shall constitute a continuing waiver of such provision or a waiver of any other provision.

22.3. Assignment. Customer shall not assign, transfer, delegate, or sublicense this Agreement or any of its rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without Company's prior written consent, and any purported assignment without such consent shall be null and void. Company may freely assign, transfer, or delegate this Agreement and any of its rights or obligations hereunder, in whole or in part, without notice to or consent of Customer, including in connection with a merger, acquisition, reorganization, change of control, or sale of all or substantially all of Company's assets.

22.4. Notices. All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered by hand; (b) sent by email (with confirmation of receipt); or (c) sent by nationally recognized overnight courier. Notices to Company shall be sent to legal@agenttech.io. Notices to Customer shall be sent to the email address associated with Customer's account.

22.5. Independent Contractors. The relationship between Company and Customer is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on behalf of the other party.

22.6. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, whether express or implied, is intended to or shall confer upon any third party (including End Users, Authorized Users, called parties, or data subjects) any legal or equitable right, benefit, remedy, or claim under or by reason of this Agreement.

22.7. Headings. The section headings used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

22.8. Electronic Signatures and Communications. Customer consents to the electronic delivery of all notices, disclosures, agreements, and other communications in connection with this Agreement and Customer's use of the Service. Customer agrees that electronic records, including this Agreement accepted electronically, satisfy any legal requirement that such communications be in writing, to the fullest extent permitted by the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the Nevada Uniform Electronic Transactions Act (NRS Chapter 719), and all other applicable electronic signature and records laws.

22.9. Export Controls. Customer shall comply with all applicable United States export control laws and regulations, including the Export Administration Regulations (EAR), and all applicable economic sanctions programs administered by the Office of Foreign Assets Control (OFAC). Customer represents and warrants that Customer is not located in, and is not a national or resident of, any country subject to a comprehensive United States embargo, and is not identified on any United States government restricted party list.

22.10. Government Users. If Customer is a department, agency, or instrumentality of the United States Government, the Service is provided as "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, and access to and use of the Service is subject to the terms of this Agreement.

23. Emergency Services Disclaimer

24. Marketing Materials Disclaimer

24.1. All marketing materials, website content, blog posts, case studies, press releases, social media posts, promotional materials, sales presentations, and advertising produced or published by Company (collectively, "Marketing Materials") are provided for general informational purposes only and do not form part of, and shall not be construed as part of, this Agreement.

24.2. In the event of any conflict, inconsistency, or discrepancy between any Marketing Materials and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control and take precedence in all respects.

24.3. Performance claims, cost savings estimates, return-on-investment projections, feature descriptions, and other quantitative or qualitative statements contained in Marketing Materials are illustrative only, are based on assumptions that may not apply to Customer's specific circumstances, and do not constitute warranties, guarantees, or binding commitments of any kind. Results may vary. Customer acknowledges that Customer has not relied on any Marketing Materials in entering into this Agreement.

25. Contact Information

If you have any questions, concerns, or notices regarding this Agreement, please contact us: