Master Service Agreement

1. Order Forms

Throughout the Term, Customer may order Services pursuant to one or more Order Forms (each, an “Order Form” or “SOW”). An Order Form will be effective when: (a) signed by Customer and Provider; or (b) for subscriptions purchased through Provider’s online checkout, when Customer completes checkout after affirmatively indicating acceptance of this Agreement, in which case the online order summary presented at checkout and confirmed to Customer by email — stating the plan, Fees, included minutes and rates, any Free Trial, the Initial Service Term, renewal terms, and the Evaluation Period — constitutes the “Order Form” for all purposes under this Agreement. Each duly executed Order Form is part of and subject to the terms and conditions of this Agreement. Provider shall provide to Customer the Services set forth in an Order Form in accordance with the Specifications and all terms and conditions set forth in this Agreement and the applicable Order Form, including any applicable Delivery Dates. Except as set forth in an Order Form, this Agreement does not obligate Customer to purchase any Services. The Parties may modify or change the scope of the Services under an Order Form only by a mutually agreed written amendment or change order to the applicable Order Form signed by both Parties.

2. Access and Use of Subscription Services

2.1 Provision of Access. Provider shall provide Customer and its Authorized Users access to the Subscription Services on the Delivery Date specified in the Order Form. Provider shall, as part of the Fees for the Subscription Services and at no additional cost to Customer, provide Customer Access Credentials, any APIs, and Documentation, and complete the Implementation Services and all steps necessary to make the Subscription Services ready and available for Customer and its Authorized Users to access and use as of the Delivery Date in accordance with the Order Form.

2.2 Access and License Grant. Provider hereby grants to Customer, exercisable by and through its Authorized Users during the applicable Service Term, a non-exclusive and non-transferable:

1. right to access and use the Subscription Services and Documentation; and
2. right and license to access and use the APIs.

2.3 Use Restrictions. Except as otherwise permitted under this Agreement, Customer shall not, and shall not permit any Authorized User to:

1. modify or create derivative works of the Subscription Services or Documentation, in whole or in part;
2. rent, lease, lend, sell, license, sublicense, assign, or otherwise transfer the Subscription Services or Documentation;
3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Subscription Services, in whole or in part; or
4. remove any proprietary notices from the Subscription Services or Documentation.

3. Service Responsibility; Location

Provider shall be solely responsible for the operation, provision, maintenance, and management of the Provider Materials. Provider shall host the Subscription Services and Process Customer Data at secure data centers using commercially reasonable infrastructure controls.

4. Service Management

Each Party shall, throughout the Term and each Service Term, maintain within its organization a service manager to serve as such Party’s primary point of contact for day-to-day communications, consultation, and decision-making regarding this Agreement. Each service manager shall be responsible for providing all day-to-day consents and approvals on behalf of such Party under this Agreement. Each Party shall ensure its service manager has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity. Customer shall use commercially reasonable efforts to maintain the same service manager in place throughout the Term and each Service Term. If either Party’s service manager ceases to be employed by such Party or such Party otherwise wishes to replace its service manager, such Party shall promptly name a new service manager by written notice to the other Party.

5. Evaluation Period and Termination for Convenience

5.1 Evaluation Period. For each Order Form, Customer shall have a ninety (90) day evaluation period beginning on the Go-Live Date (the “Evaluation Period”). During the Evaluation Period, Customer may terminate the applicable Order Form for any reason or no reason upon written notice to Provider (email to [email protected] sufficing).

5.2 Effect of Termination During Evaluation Period. If Customer terminates an Order Form during the Evaluation Period:

1. Customer shall not be liable for any monthly Fees accruing after the date of termination;
2. Provider shall refund any prepaid monthly Fees attributable to periods after the date of termination, on a pro-rata basis;
3. the one-time setup fee paid by Customer, if any, is non-refundable, except as expressly stated otherwise in the Order Form;
4. Provider shall, upon Customer’s request, cease all Processing of Customer Data and return or destroy Customer Data in accordance with Section 9.5; and
5. the limited license granted in Section 2.2 shall terminate effective on the date of termination.

5.3 After the Evaluation Period. Following the Evaluation Period, the applicable Order Form continues for the remainder of the Service Term set forth in the Order Form, subject to the termination rights in Section 14 (Term and Termination).

5A. Free Trial

If the applicable Order Form states that Customer’s plan includes a free trial, Provider will make the Subscription Services available to Customer free of charge for seven (7) days — or for such longer trial period as is expressly stated in the applicable Order Form — beginning on the Go-Live Date (in either case, the “Trial Period”). No Fees accrue during the Trial Period, and no outbound voicemail charges apply during the Trial Period. Customer may cancel at any time before the end of the Trial Period by written notice to Provider (email sufficing) or through Customer’s account, in which case the applicable Order Form terminates and no Fees are due. Unless Customer cancels before the end of the Trial Period, the paid subscription begins automatically on the Subscription Start Date. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DURING THE TRIAL PERIOD THE SUBSCRIPTION SERVICES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE TRIAL PERIOD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

6. Service Levels; Maintenance and Support

During each Service Term and during any period Provider provides the Subscription Services, Provider shall provide Maintenance and Support, including reasonable proactive monitoring of the Subscription Services, application of updates and bug fixes, and response to support requests, all as further described in the applicable Order Form.

7. Security

7.1 Information Security. Throughout the Term, each Service Term, and at all times in connection with its performance of the Services hereunder, Provider shall make the Services available in accordance with the data security requirements set out in Exhibit A (Data Security Requirements).

7.2 Security Breach Procedures. Provider maintains a security incident response plan consistent with the criteria set forth in Exhibit A and shall implement the procedures required under such plan upon the occurrence of a Security Breach.

7.3 Business Continuity, Disaster Recovery, and Data Backup. Throughout the Term and each Service Term, Provider shall maintain a commercially reasonable business continuity and disaster recovery plan for the Services (the “Plan”) and shall perform regular backups of Customer Data on commercially reasonable terms.

7.4 Provider Systems. Provider shall be solely responsible for all Provider Systems and shall take reasonable commercial steps to prevent unauthorized access to Customer Systems, Customer’s Confidential Information, and Customer Data through the Provider Systems.

8. Fees and Payment

8.1 Fees and Payment. The fees for the Services are set forth in the applicable Order Form (the “Fees”). Customer shall maintain a valid payment method on file with Provider’s payment processor and hereby authorizes Provider to charge: (a) the recurring monthly Fee in advance, on the Subscription Start Date and on the first day of each billing period thereafter; and (b) usage-based Fees — including overage fees, outbound voicemail charges, and fees for add-on services — in arrears, at the close of each billing period, itemized on Customer’s monthly statement. All amounts are payable in U.S. dollars. If a charge to Customer’s payment method fails, Provider will notify Customer, and amounts remaining unpaid fifteen (15) days after that notice accrue interest at the lower of one percent (1.0%) per month or the maximum amount permitted by law. Where the applicable Order Form expressly provides for payment by invoice, the card-on-file authorization above does not apply to that Order Form; instead, Provider shall invoice Customer for the Fees on the schedule stated in the Order Form (or, if no schedule is stated, monthly), invoices are payable within fifteen (15) days after the invoice date, and amounts unpaid when due accrue interest at the rate set forth above.

8.2 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.

9. Confidential Information

9.1 Confidentiality. In connection with this Agreement, each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”). “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, client information, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential.” Without limiting the foregoing, (a) all Customer Data (including all Personal Information) will remain the Confidential Information of Customer; (b) the Subscription Services and Documentation are and will remain the Confidential Information of Provider; and (c) the financial terms of this Agreement and each Order Form are the Confidential Information of both Parties.

9.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

9.3 Confidentiality and Use. Each Receiving Party recognizes and agrees that the Confidential Information of the Disclosing Party is critical to the Disclosing Party’s business and that neither Party would enter into this Agreement without assurance that such information and its value will be protected as provided in this Section 9 and elsewhere in this Agreement. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall, indefinitely:

1. not access or use, or permit the access or use of, Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
2. not use or permit the use of any of the Disclosing Party’s Confidential Information, directly or indirectly, in any manner to the detriment of the Disclosing Party or to obtain any competitive advantage over the Disclosing Party;
3. except as may be permitted elsewhere by this Agreement, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this section; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this section;
4. safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care;
5. ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ noncompliance with, the terms of this Section 9; and
6. notify the Disclosing Party in writing promptly of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information and cooperate with the Disclosing Party to protect the confidentiality and ownership of all Intellectual Property Rights, privacy rights, and other rights therein.

9.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information, then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party has an opportunity to seek a protective order or other remedy; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this section, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, upon the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment. No such compelled disclosure by the Receiving Party will otherwise affect the Receiving Party’s obligations hereunder with respect to the Confidential Information so disclosed.

9.5 Return or Destruction of Confidential Information. Within thirty (30) Business Days after the Disclosing Party’s written request at any time after the termination or expiration of this Agreement or of any individual Order Form (in which case this Section applies to the Disclosing Party’s Confidential Information, including Customer Data, Processed solely in connection with that Order Form), and subject to any contrary obligations under applicable Law (including state bar record-retention rules applicable to Customer), the Receiving Party shall return or destroy and erase from all systems it directly or indirectly uses or controls all of the Disclosing Party’s Confidential Information in its possession or control. If applicable state laws or state bar standards require Customer to maintain Confidential Information for longer than thirty (30) Business Days, Customer must promptly notify Provider in writing of the need to preserve the Confidential Information and the Parties shall in good faith make reasonable arrangements to secure the Confidential Information for the required period. Any required maintenance of Confidential Information by Provider beyond thirty (30) Business Days will be at Customer’s sole expense and will in no instance be longer than required by applicable Law.

10. Intellectual Property Rights; Data Use

10.1 Ownership of Customer Data. Customer may provide Customer Data to Provider in connection with this Agreement. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the limited license granted in Section 10.2.

10.2 Limited License and Restrictions on Use of Customer Data.

1. Subject to the terms and conditions of this Agreement, Customer hereby grants Provider a limited, royalty-free, fully paid-up, non-exclusive, non-transferable, and non-sublicensable license to Process the Customer Data as necessary to provide the Services for Customer’s benefit as provided in this Agreement and any applicable Order Form for so long as Customer or any Authorized User uploads or stores such Customer Data for Processing by or on behalf of Provider on the Provider Systems.
2. Provider shall not combine or commingle Customer Data with data or information of Provider or any third party, and shall logically segregate and isolate Customer Data from all such Provider and third-party data, except as expressly permitted in Section 10.2(d) and Section 10.2(e).
3. Subject to Section 10.2(d) and Section 10.2(e), Provider shall not use, or permit any Person to use, Customer Data or any other Confidential Information of Customer to train, retrain, tune, validate, modify, update, or otherwise improve the AI Features, any AI Technology, the Services, or any other product or service, or as prompts for any AI Technology.
4. Permitted use of de-identified call outcomes to improve default agents. Notwithstanding Section 10.2(c), Provider may extract, retain, and use call outcomes from Customer’s use of the Subscription Services in De-Identified form solely to evaluate and improve the quality, accuracy, reliability, and safety of Provider’s default AI agents and underlying AI Features made available to Provider’s customers generally. “De-Identified” means that all Personal Information has been removed and that the resulting data cannot reasonably be used, alone or in combination with other information reasonably available to Provider, to identify Customer, any Authorized User, any client or third party referenced in the data, or any natural person. Provider shall implement and maintain reasonable technical and organizational measures to (i) effect and preserve De-Identification, (ii) prevent re-identification, and (iii) restrict access to such data to Provider personnel with a need to access it for the improvement purposes described in this Section 10.2(d). Provider shall not sell, license, or otherwise make available De-Identified data to any third party other than Provider’s service providers acting on Provider’s behalf and under written confidentiality obligations consistent with this Agreement. Nothing in this Section 10.2 restricts Provider’s use of generalized knowledge, skills, experience, and know-how (including processes and methods of doing business) retained in the unaided memory of Provider Personnel who had authorized access to Customer Data, provided that in exercising this right Provider does not use or disclose any Customer Data, any Personal Information, or any other Confidential Information of Customer.
5. No training on Personal Information without opt-in. Provider shall not use Customer Data that contains Personal Information to train, retrain, tune, validate, or otherwise improve any AI Feature, AI Technology, or other product or service. The foregoing prohibition may be modified only by a separate written agreement between the Parties expressly granting Provider rights to use specific categories of Personal Information for specific training purposes, identifying the scope of permitted use, and providing for Customer’s affirmative opt-in. No Order Form, course of dealing, or implied consent shall be deemed to grant such rights.
6. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Subscription Services and collect and use Usage Data in an aggregate and de-identified manner to compile statistical and performance information related to the provision and operation of the Subscription Services (“Aggregated Statistics”). Aggregated Statistics shall not identify Customer or Customer’s Confidential Information. Subject to the terms and conditions of this Agreement, Customer hereby grants Provider a perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive license to use Usage Data to compile Aggregated Statistics and to use Aggregated Statistics for Provider’s internal business purposes and external reporting.

10.3 Provider Materials.

1. Provider is and will remain the sole and exclusive owner of all right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein.
2. Ownership of all approved third-party materials, and all Intellectual Property Rights therein, is and will remain with the respective owners thereof, subject to the authorizations, licenses, and rights granted in this Agreement.

10.4 No Implied Rights.

1. Except for the limited license expressly provided in Section 10.2, nothing contained in this Agreement shall be construed as granting Provider or any third party any right, title, or interest in or to any Customer Data, whether by implication, estoppel, or otherwise.
2. Except for the limited licenses expressly provided in Section 2.2, nothing contained in this Agreement shall be construed as granting Customer or any third party any right, title, or interest in or to any Provider Materials, whether by implication, estoppel, or otherwise.

11. Representations, Warranties, and Covenants

11.1 Mutual Representations, Warranties, and Covenants. Each Party represents, warrants, and covenants to the other Party that:

1. it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
2. the execution of the applicable Order Form by its representative whose signature is set forth thereon has been duly authorized by all necessary corporate or organizational action of such Party; and
3. when executed and delivered by both Parties, the applicable Order Form, together with this Agreement, will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

11.2 Additional Provider Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Customer that:

1. Provider has, and throughout the Term, each Service Term, and any additional periods during which Provider does or is required to perform the Services will have, the unconditional and irrevocable right, power, and authority to provide the Services and grant and perform all rights and licenses granted or required to be granted by it under this Agreement;
2. Provider shall promptly notify Customer in writing if it becomes aware of any change in any applicable Law that would preclude Provider’s performance of its material obligations hereunder;
3. to Provider’s knowledge as of the Effective Date for the applicable Order Form, the Services and materials provided by Provider under this Agreement will not infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any third party;
4. the Services, including the AI Features, and Deliverables will in all material respects conform to and perform in accordance with the Specifications and other requirements of this Agreement and the applicable Order Form; and
5. Provider will perform all Services in a professional and workmanlike manner in accordance with generally recognized industry standards and practices for similar services, using Provider Personnel with the requisite skill, experience, and qualifications.

11.3 Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Provider that:

1. Customer shall not misuse the Services or provide any unauthorized access to any of the same;
2. Customer shall abide by the Use Restrictions in Section 2.3 and elsewhere in this Agreement;
3. Customer has the legal right to possess and use all Customer Data that it provides to Provider, including any consents required under applicable Law to provide such Customer Data to Provider; and
4. Customer shall take commercially reasonable steps to ensure that Customer’s Authorized Users are trained in the proper use of the Subscription Services and Deliverables.

11.4 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

12. Indemnification

12.1 General Indemnification by Provider. Provider shall indemnify, defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, and permitted successors (each, a “Customer Indemnitee”) from and against any and all Losses, in the aggregate up to the Cap, incurred by any Customer Indemnitee resulting from any Action by a third party (other than an Affiliate of a Customer Indemnitee) to the extent that such Losses arise out of or result from, or are alleged to arise out of or result from, either:

1. Provider’s breach of any representation, warranty, covenant, or obligation of Provider under this Agreement (including any action or failure to act by any Provider Personnel that, if taken or not taken by Provider, would constitute such a breach by Provider); or
2. any gross negligence or more culpable act or omission (including recklessness or willful misconduct) in connection with the performance or nonperformance of any Services or other activity actually or required to be performed by or on behalf of Provider (including any Provider Personnel) under this Agreement.

12.2 Infringement Indemnification by Provider. Subject to Section 13, Provider shall indemnify, defend, and hold harmless Customer from and against any and all Losses incurred by Customer resulting from any Action by a third party (other than an Affiliate of Customer) alleging that the Services, AI Customer Output, Customer Customizations, or Deliverables, or Customer’s or any Authorized User’s permitted use thereof, infringes, misappropriates, or otherwise violates such third party’s United States Intellectual Property Rights.

12.3 Exclusions to Infringement Indemnity by Provider. Provider’s indemnification obligation under Section 12.2 shall not apply to any Action or Loss to the extent that such Action or Loss arises out of or results from, and would not have occurred but for:

1. Customer’s, its Affiliates’, or its Authorized Users’ use of the Subscription Services, AI Customer Outputs, Customer Customizations, or Deliverables in combination with any products, services, or software not provided by or on behalf of Provider;
2. modification of the Subscription Services, AI Customer Outputs, or Deliverables by Customer or any Authorized User;
3. use or Processing of AI Customer Input (other than AI Customer Output used as AI Customer Input to the extent unmodified by Customer or its Authorized Users), in the form submitted, provided, or made available by Customer or its Authorized Users, by (i) Customer or its Authorized Users or (ii) Provider in its performance of the Services solely for the benefit of Customer in accordance with the terms of this Agreement; and
4. with respect to AI Customer Output, (i) Customer’s use or creation of AI Customer Output that Customer knew or should have known was infringing; (ii) trademark violations resulting from Customer’s use of the AI Customer Output in trade or commerce; or (iii) Customer’s disablement or circumvention of any applicable source citation, filtering, or safety tools or functions of the AI Features.

12.4 Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Provider and Provider’s officers, directors, employees, agents, and permitted successors (each, a “Provider Indemnitee”) from and against any and all Losses incurred by a Provider Indemnitee resulting from any Action by a third party (other than an Affiliate of a Provider Indemnitee) to the extent that such Losses arise out of or result from, or are alleged to arise out of or result from, any of the following:

1. Customer’s breach of any representation, warranty, covenant, or obligation of Customer under this Agreement (including any action or failure to act by any Customer personnel or Authorized User that, if taken or not taken by Customer, would constitute such a breach by Customer);
2. any gross negligence or more culpable act or omission (including recklessness or willful misconduct) by or on behalf of Customer (including any Customer personnel or Authorized User) in connection with this Agreement;
3. any claim that any Customer Data is unlawful or infringes, misappropriates, or otherwise violates such third party’s Intellectual Property Rights or other rights, provided, however, that Customer shall have no liability under this Section 12.4(c) to the extent that such Action or Losses arise out of or result from (i) Provider’s breach of the terms of this Agreement, (ii) any unauthorized access to or use, disclosure, or other Processing of Customer Data, including Personal Information, by or on behalf of Provider, or through or enabled by the Provider Systems, whether authorized by Provider, due to a Security Breach, or otherwise, or (iii) any use or Processing of Customer Data other than by (A) Customer or its Authorized Users or (B) Provider in its performance of the Services solely for the benefit of Customer in accordance with the terms of this Agreement; and
4. any use of the Subscription Services by Customer or any Authorized User that violates the Use Restrictions in Section 2.3, applicable Law, or the terms of any consent, disclosure, or authorization given to a third party in connection with Customer’s use of the Services.

12.5 Indemnification Procedure. The Indemnitee shall promptly notify the Indemnifying Party in writing of any Action for which it seeks indemnification pursuant to this Section 12 and cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall promptly take control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the other Party’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Any Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choice. If the Indemnifying Party fails to promptly and diligently defend the Action, the Indemnitee may, at the Indemnifying Party’s expense, retain counsel and defend such Action. A Party’s failure to perform any obligations under this Section 12.5 will not relieve the Indemnifying Party of its obligations under this Section 12 except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure.

13. Limitations on Liability

13.1 EXCLUSION OF DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 13 OR PROHIBITED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

13.2 CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 13 OR PROHIBITED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE ORDER FORMS HEREUNDER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY THOUSAND U.S. DOLLARS ($50,000) (THE “CAP”).

13.3 Exceptions. The exclusions and limitations in Section 13.1 and Section 13.2 shall not apply to:

1. unless expressly stated to the contrary, a Party’s indemnification obligations under this Agreement;
2. a Party’s violation of applicable Laws;
3. a Party’s breach of Section 9 (Confidential Information) or Section 10 (Intellectual Property Rights; Data Use); or
4. a Party’s gross negligence or more culpable conduct, including any willful misconduct or intentional wrongful acts.

14. Term and Termination

14.1 Agreement Term. This Agreement begins on the Effective Date applicable to the Customer and continues in effect until the expiration or termination of all Order Forms entered into under this Agreement.

14.2 Service Term. The term of each Order Form begins on the Subscription Start Date and continues for an initial term of twelve (12) months (the “Initial Service Term”), unless terminated earlier pursuant to this Agreement’s express provisions. After the Initial Service Term, the Order Form will automatically renew for successive one (1) year terms (each, a “Renewal Term” and together with the Initial Service Term, the “Service Term”) unless either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Service Term. Provider shall send Customer written notice of each upcoming renewal, including the non-renewal deadline, at least fifteen (15) days before that deadline; Provider’s failure to send such notice extends Customer’s non-renewal deadline for that renewal to five (5) Business Days after the notice is sent.

14.3 Termination During Evaluation Period. Customer may terminate any Order Form during the Evaluation Period in accordance with Section 5.

14.4 Termination for Cause. In addition to any other termination right set forth in this Agreement:

1. Either Party may terminate this Agreement and/or any Order Form, effective on written notice to the other Party, if the other Party materially breaches this Agreement or the applicable Order Form, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
2. Either Party may terminate this Agreement and/or any Order Form effective immediately upon written notice to the other Party if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

14.5 Effect of Termination or Expiration. The expiration or termination of this Agreement will not terminate any Order Form that is then in effect and not otherwise expressly terminated, and the terms and conditions of this Agreement will continue in effect with respect to any such Order Form until its expiration or termination as set forth herein. Unless otherwise expressly provided in this Agreement or the applicable Order Form, upon and after the termination or expiration of any Order Form for any or no reason:

1. subject to the continuing rights, licenses, and obligations of either Party under this Agreement or any Order Form, all authorizations and licenses granted hereunder with respect to such Order Form will immediately terminate and the respective Parties shall cease all activities concerning the expired or terminated Subscription Services and related Provider Materials and, in the case of Provider, the Customer Data, subject to Section 9.5;
2. Customer shall pay to Provider all undisputed charges and amounts due and payable to Provider, if any, for Services actually performed under the terminated or expired Order Form; and
3. Provider shall repay, on a pro-rata basis, all fees, expenses, and other amounts paid in advance for any Services that Provider has not performed as of the effective date of such expiration or termination, with respect to Services required to be performed under the terminated or expired Order Form.

15. Survival

Any right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement will survive any expiration or termination of this Agreement, including provisions related to Intellectual Property Rights, confidentiality, privacy, indemnification, representations and warranties, limitations of liability, notices, and effects of termination.

16. Miscellaneous

16.1 Further Assurances. On a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.

16.2 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

16.3 Public Announcements. Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship, in each case, without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, Provider may identify Customer by name and logo in customer lists on Provider’s website and marketing materials in a manner consistent with Provider’s customary practices, unless Customer notifies Provider in writing that it does not consent to such identification.

16.4 Notices. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communication under this Agreement shall be in writing and addressed to a Party as follows (or to such other address or such other person that such Party may designate from time to time in accordance with this Section 16.4):

Notices sent in accordance with this Section 16.4 will be deemed effectively given: (a) when delivered by hand (providing proof of delivery); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by email if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient.

16.5 Interpretation. For purposes of this Agreement: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (i) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (ii) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

16.6 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

16.7 Entire Agreement. This Agreement, including all Order Forms and Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the body of this Agreement, the Exhibits, and any Order Form, the body of this Agreement controls first, the Exhibits control second, and the Order Form controls last. An Order Form may set forth only the commercial terms that this Agreement expressly contemplates being specified in an Order Form — including the Services, Fees, included minutes and rates, any free trial designation and trial length, the amount and refundability of any setup fee, service levels, and Go-Live particulars — and may not amend, modify, or override any provision of this Agreement. Any purported amendment, modification, or override of this Agreement contained in an Order Form is void and of no effect unless set forth in a written amendment satisfying Section 16.11.

16.8 Assignment.

1. Neither Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other Party’s prior written consent, which consent shall not unreasonably be withheld, conditioned, or delayed. Notwithstanding the foregoing, either Party may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, upon written notice to the other Party.
2. Any purported assignment, delegation, or transfer in violation of this Section 16.8 is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

16.9 Force Majeure. Neither Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any acts of God, flood, fire, earthquake, hurricane, named storm, or explosion; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; embargoes or blockades in effect on or after the date of this Agreement; national or regional emergency; epidemic or pandemic; or passage of Law or any action taken by a governmental or public authority, including imposing any export or import restriction, quota, or other restriction or prohibition (each of the foregoing, a “Force Majeure Event”), in each case, provided that (i) such event is outside the reasonable control of the affected Party; (ii) the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue; and (iii) the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

16.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

16.11 Amendment and Modification; Waiver. Except as provided in Section 16.12, no amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement, and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

16.12 Updates to this MSA. Provider may from time to time update and publish revised versions of this MSA at https://claimvox.com/legal/msa.html. The version of the MSA that applies to a Customer is the version that was in effect on the date the Customer’s Order Form was signed (or, if multiple Order Forms have been signed, the most recent Order Form), and that version continues to apply to that Customer until the next Order Form is signed (including, for the avoidance of doubt, through any renewal that does not require a new Order Form). Provider shall maintain an archive of prior versions of this MSA and shall make the version applicable to a Customer available upon request. No revision to this MSA is retroactively effective against a Customer without that Customer’s written consent.

16.13 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

16.14 Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the licenses granted hereunder, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Houston, Texas before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. EACH PARTY HEREBY WAIVES, WITH RESPECT TO ANY DISPUTE: (I) THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER; AND (II) THE RIGHT TO JOIN OR CONSOLIDATE CLAIMS WITH CLAIMS OF ANY OTHER PERSON. The foregoing waiver is referred to herein as the “class action waiver.” The Parties agree that no arbitrator shall have authority to conduct any arbitration in violation of the class action waiver or to issue any relief that applies to any person or entity other than the Parties and their indemnitees. The Parties acknowledge that this class action waiver is material and essential to the arbitration of any claims and is non-severable from this Section 16.14. If the class action waiver is voided, found unenforceable, or limited with respect to any claim, then this Section 16.14 (except for this sentence) shall be null and void with respect to such claim, subject to the right to appeal the limitation or invalidation of the class action waiver. However, this Section 16.14 shall remain valid with respect to all other claims and disputes. The Parties acknowledge and agree that under no circumstances will a class action be arbitrated. This arbitration clause shall be governed by the Federal Arbitration Act. Any judicial proceeding of any kind permitted or contemplated by this Section — including any action or proceeding challenging the validity, enforceability, scope, or applicability of this arbitration clause or the class action waiver, any application for provisional remedies in aid of arbitration, and any proceeding to confirm, vacate, or enforce an arbitral award — shall be brought exclusively in the courts specified in Section 16.15, and each Party irrevocably submits to the exclusive jurisdiction of those courts for all such purposes.

16.15 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Subject to the mandatory arbitration clause in Section 16.14, any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in the city of Houston and County of Harris, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

16.16 Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

16.17 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 9 or Section 10 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

16.18 Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party against the other Party arising out of or related to this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party.

16.19 Cumulative Remedies. Except as otherwise expressly set forth in this Agreement, all rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at Law, in equity, by statute, in any other agreement between the Parties, or otherwise.

16.20 Counterparts; Electronic Execution. Each Order Form may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of an Order Form delivered by email or other means of electronic transmission (including signatures captured via DocuSign or comparable e-signature platforms) is deemed to have the same legal effect as delivery of an original signed copy.

Exhibit A — Data Security Requirements

This Exhibit A states Provider’s minimum data security commitments. Provider may implement these commitments using any reasonable combination of technical, organizational, and administrative measures.

1. Access controls. Provider restricts access to Provider Systems and Customer Data to personnel with a documented business need to access them. Access is granted on a least-privilege basis, reviewed at least annually, and revoked promptly upon role change or termination. Administrative access requires multi-factor authentication.

2. Encryption. Provider encrypts Customer Data in transit over public networks using industry-standard transport encryption. Provider encrypts Customer Data at rest using industry-standard symmetric encryption.

3. Network and infrastructure security. Provider maintains commercially reasonable network safeguards, including firewalls, segmented production environments, and monitoring of administrative activity. Provider applies security patches and updates to its production systems on a commercially reasonable cadence.

4. Vendor and sub-processor management. Where Provider engages third parties to Process Customer Data on its behalf (including AI infrastructure providers such as voice synthesis vendors and CRM connectors), Provider engages such third parties under written contracts that impose data protection obligations no less protective than those Provider owes Customer under this Agreement.

5. Personnel. Provider personnel with access to Customer Data are bound by written confidentiality obligations and receive security and privacy training appropriate to their role at least annually.

6. Segregation of Customer Data. Provider logically segregates Customer Data from data of other customers and from Provider’s own operational data. Where Provider extracts De-Identified data under Section 10.2(d), Provider applies the controls described therein to maintain De-Identification.

7. Incident response. Provider maintains a written incident response plan. Upon discovery of a confirmed Security Breach affecting Customer Data, Provider shall (a) promptly investigate and contain the incident, (b) notify Customer in writing without undue delay and in any event within seventy-two (72) hours of confirmation, (c) provide Customer with reasonably available information about the nature, scope, and likely impact of the incident, (d) take commercially reasonable steps to mitigate harm, and (e) cooperate in good faith with Customer’s reasonable requests in connection with the incident, including in support of Customer’s notification obligations under applicable Law or state bar rules.

8. Backups and continuity. Provider performs regular backups of Customer Data and maintains a business continuity and disaster recovery plan. Provider tests backup restoration on a commercially reasonable cadence.

9. Retention and deletion. Upon expiration or termination of an Order Form, Provider shall return or delete Customer Data in accordance with Section 9.5, except for (a) De-Identified data permitted under Section 10.2(d), (b) Aggregated Statistics, and (c) records Provider is required to retain by applicable Law.

10. Continuous improvement. Provider may update its specific security controls from time to time, provided that no such update will materially reduce the level of protection afforded to Customer Data described in this Exhibit A without Customer’s prior written consent.

Exhibit B — Services Description

The Services to be provided under this Agreement are as described in the applicable Order Form, including any service tier, scope, usage allowances, configuration, integrations, and Deliverables identified therein. To the extent any Order Form does not expressly address a particular operational matter, Provider shall perform the Services in a manner consistent with the descriptions of those Services made publicly available by Provider at https://claimvox.com as of the effective date of the Order Form. For clarity, “descriptions of those Services made publicly available” do not include, and the Specifications shall not be construed to include, marketing statements, case studies, statements of historical performance, testimonials, statistics, or aspirational statements appearing on Provider’s website, all of which are illustrative only. The performance standards applicable to the Services are those stated in the applicable Order Form and the Documentation.

Exhibit C — Service Levels; Maintenance and Support

The service level commitments applicable to each Order Form (including target Availability, Scheduled Downtime windows, and any service credits) and the Maintenance and Support obligations applicable to each Order Form (including support hours, response time targets, and escalation procedures) are as set forth in the applicable Order Form. If an Order Form does not expressly set forth service level or support commitments for a particular Service, Provider shall use commercially reasonable efforts to keep the Subscription Services Available and to respond to support requests during Provider’s standard business hours.

Exhibit D — AI Technology and AI Features

The AI Technology and AI Features used to deliver the Services for a particular Customer are identified in the applicable Order Form. Provider may from time to time substitute or supplement the AI Technology and AI Features used to deliver the Services, provided that any such change does not materially reduce the functionality, accuracy, or safety of the Services as described in the Order Form.

Exhibit E — Definitions

“Access Credentials” means any username, identification number, password, license or security key (including any API key), security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity and authorization to access and use the Subscription Services and APIs.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect ownership of more than 50% of the voting securities of a Person or the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

“Aggregated Statistics” has the meaning set forth in Section 10.2(f).

“Agreement” has the meaning set forth in the preamble.

“AI Customer Input” means information, data, materials, text, prompts, images, or other content that is (a) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer or any Authorized User for Processing by or through an AI Feature, or (b) collected, downloaded, or otherwise received by an AI Feature for or on behalf of Customer or any Authorized User.

“AI Customer Output” means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to AI Customer Input or from use of an AI Feature by or on behalf of Customer or its Authorized Users.

“AI Feature” means any feature, functionality, or component of the Subscription Services that incorporates, uses, depends on, or employs any AI Technology.

“AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content based on user-supplied prompts.

“API” means any application programming interface set forth in an Order Form, made available by Provider in connection with the Subscription Services, or otherwise necessary to use, integrate, or interoperate with the Subscription Services.

“Authorized User” means all Persons authorized by Customer or any of its Affiliates to access and use the Services under the rights granted to Customer pursuant to this Agreement, as identified in or in accordance with the applicable Order Form and as the same may be amended by Customer from time to time.

“Available” means that the Subscription Services are available and operable for access and use by Customer and its Authorized Users in material conformity with the Specifications. “Availability” has a correlative meaning.

“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in Houston, Texas are authorized or required by applicable Law to be closed for business.

“Cap” has the meaning set forth in Section 13.2.

“Confidential Information” has the meaning set forth in Section 9.1.

“Customer” has the meaning set forth in the preamble.

“Customer Customizations” means any and all modifications, enhancements, refinements, adaptations, customizations, and derivative works of the APIs and AI Features, including, with respect to AI Features, through fine-tuning, grounding, or similar methods, created or developed by Customer or its Authorized Users as permitted under this Agreement.

“Customer Data” means any and all information, data, materials, works, expressions, or other content that is (a) uploaded, input, or entered into the Subscription Services by or on behalf of Customer or any Authorized User, including for Processing; (b) provided, transferred, or made available to Provider or its representatives by or on behalf of Customer or any Authorized User, including for Processing by or through the Subscription Services or for developing or creating Deliverables; or (c) collected, downloaded, or otherwise received by Provider or the Subscription Services for or on behalf of Customer or any Authorized User. Except for De-Identified data permitted under Section 10.2(d) and Aggregated Statistics, all output, copies, reproductions, improvements, reports, modifications, adaptations, translations, and other derivative works of, based on, derived from, or otherwise using any Customer Data are Customer Data.

“Customer Indemnitee” has the meaning set forth in Section 12.1.

“De-Identified” has the meaning set forth in Section 10.2(d).

“Deliverables” means all (a) code and algorithms; (b) fine-tuned, grounded, or otherwise modified, refined, adapted, or customized AI Technology; and (c) other documents, work product, customizations to the Subscription Services, and other materials that Provider is required to or otherwise does provide or make available to Customer in connection with any Professional Services, including any items specifically identified as Deliverables in any Order Form.

“Delivery Date” means the Go-Live Date.

“Disclosing Party” has the meaning set forth in Section 9.1.

“Documentation” means all user manuals, instructions, guides, model cards, and other specifications and technical materials, in any form or media, relating to the Subscription Services and provided or made available by Provider as of the effective date of the applicable Order Form, and any updates thereto, provided that such updates do not materially diminish or degrade the description, features, or functions of the Subscription Services.

“Effective Date” with respect to a Customer means the date the Customer’s Order Form is signed by both Parties, as further described in the preamble and in Section 16.12.

“Evaluation Period” has the meaning set forth in Section 5.1.

“Fees” has the meaning set forth in Section 8.1.

“Force Majeure Event” has the meaning set forth in Section 16.9.

“Go-Live Date” means, for each Order Form, the earlier of: (a) the date on which the first AI voice agent is deployed and operational to receive live inbound calls from third parties on Customer’s behalf, or (b) the date on which the first outbound call campaign is initiated by an AI voice agent on Customer’s behalf. Provider shall confirm the Go-Live Date to Customer in writing (email sufficing) within two (2) Business Days after it occurs; if Customer does not object in writing within five (5) Business Days of receiving such confirmation, the stated date is deemed accepted. In any dispute regarding the Go-Live Date, Provider’s system logs and call records serve as presumptive evidence, subject to Customer’s right to present contrary documentation within ten (10) Business Days.

“Governmental Authority” means any federal, state, local, municipal, or foreign government or political subdivision thereof, or any agency, department, commission, bureau, or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent the rules, regulations, or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.

“Highly Sensitive Personal Information” means an (a) individual’s government-issued identification number (including Social Security number, driver’s license number, state-issued identification number, or passport number); (b) financial account number, credit card number, debit card number, or credit report information, with or without any required security code, access code, personal identification number, password, or credentials that would permit access to an individual’s financial account; (c) biometric, genetic, health, medical, or medical insurance data; (d) geolocation data; (e) crime victim status; (f) attorney-client privileged or attorney work-product data; or (g) information regarding their racial or ethnic origin, religious or philosophical beliefs, sex life or sexual orientation, union membership, or citizenship or immigration status.

“Implementation Services” means implementation, data migration, configuration, and other set-up services for the Subscription Services that do not involve the creation or development of Work Product.

“Indemnifying Party” means the Party providing indemnification pursuant to Section 12.

“Indemnitee” means the Party seeking indemnification pursuant to Section 12.

“Initial Service Term” has the meaning set forth in Section 14.2.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, agency guidance, or other requirement or rule of law of any Governmental Authority.

“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Maintenance and Support” has the meaning set forth in Section 6 and Exhibit C.

“MSA” has the meaning set forth in the preamble.

“Order Form” has the meaning set forth in Section 1.

“Party” has the meaning set forth in the preamble.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Personal Information” means information provided to Provider by or at the direction of Customer, information that is created or obtained by Provider on behalf of Customer, or information to which access was provided to Provider by or at the direction of Customer, in the course of Provider’s performance under this Agreement that: (a) identifies or can be used to identify an individual (including names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual (including employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, an individual’s internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual’s commercial, employment, or education history, and other personal characteristics and identifiers), including all Highly Sensitive Personal Information. Customer’s business contact information is not by itself deemed to be Personal Information.

“Plan” has the meaning set forth in Section 7.3.

“Process” means to take any action or perform any operation or set of operations on any data, information, material, work, expression, or other content, including to (a) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works; (b) process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available; or (c) block, erase, or destroy. “Processing” and “Processed” have correlative meanings.

“Professional Services” means customization and development (including fine-tuning, grounding, or similar methods with respect to AI Features), consulting, and other services related to the Subscription Services and described in an Order Form. Professional Services do not include Implementation Services, Maintenance and Support, or user education and training.

“Provider” or “ClaimVox” has the meaning set forth in the preamble.

“Provider Indemnitee” has the meaning set forth in Section 12.4.

“Provider Materials” means the Subscription Services, Provider Systems, Documentation, Deliverables, and Customer Customizations for the Subscription Services, and, to the extent developed or acquired by Provider prior to the Effective Date or independently of the performance of any Professional Services hereunder, any and all other information, data, documents, devices, know-how, methods, processes, hardware, software, and other technologies and inventions, including any technical or functional descriptions, requirements, plans, or reports, that are provided or used by Provider in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include Aggregated Statistics and De-Identified data permitted under Section 10.2(d) but do not include Customer Data.

“Provider Personnel” means all employees and agents of Provider involved in the performance of Services.

“Provider Systems” means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, models, AI Technology, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third-party services.

“Receiving Party” has the meaning set forth in Section 9.1.

“Renewal Term” has the meaning set forth in Section 14.2.

“Representatives” means, with respect to a Party, that Party’s members, shareholders, partners, employees, officers, directors, consultants, agents, independent contractors, service providers, and legal advisors.

“Scheduled Downtime” means any pre-announced or scheduled period during which the Subscription Services are not Available for maintenance, upgrades, or comparable purposes.

“Security Breach” means any event that materially compromises the security, confidentiality, availability, integrity, or accessibility of Customer’s Confidential Information, including any Customer Data or Personal Information, or the physical, technical, administrative, or organizational safeguards that relate to the protection thereof.

“Service Term” has the meaning set forth in Section 14.2.

“Services” means the Subscription Services and Professional Services.

“Specifications” means the specifications for the Services or Deliverables set forth in the applicable Order Form and, with respect to the Subscription Services and to the extent consistent with the foregoing, the Documentation.

“Subscription Start Date” means: (a) if the applicable Order Form states that Customer’s plan includes a free trial, the day after the Trial Period concludes; and (b) otherwise, the Go-Live Date.

“Subscription Services” means the software-as-a-service offering(s) described in an Order Form, including any AI Features, Customer Customizations, or Deliverables.

“Term” means the term of this Agreement as described in Section 14.1.

“Third-Party Materials” means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, algorithms, AI Technology, content, and technology, in any form or media, in which any Person other than Customer or Provider owns any Intellectual Property Right, excluding open source components.

“Trial Period” has the meaning set forth in Section 5A.

“Usage Data” means any and all information reflecting the access to or use of the Subscription Services by or on behalf of Customer or any Authorized User, including end-user profile, visit, session, impression, click-through, or click-stream data, and any statistical or other analysis, information, or data based on or derived from any of the foregoing, including technical information and metrics about Customer’s and its Authorized Users’ access to or use of the Subscription Services.

“Work Product” means all Deliverables and other documents, work product, and materials related thereto, together with all ideas, concepts, processes, and methodologies developed in connection therewith, whether or not embodied therein.