Call Criteria Services Agreement

Effective: July 18, 2025

Call Criteria, LLC (referred to herein as "Call Criteria") has updated our Services Agreement ("Agreement"). If you are a new Subscriber, then this Services Agreement will be effective as to any Service Order entered into after July 18, 2025. If you are an existing Subscriber, then we are providing you with prior notice of the changes to our Agreement with you, which will be effective as of August 18, 2025.

BY ENTERING INTO A SERVICE ORDER WITH CALL CRITERIA OR BY ACCESSING OR USING THE SERVICES, THE "SUBSCRIBER" LISTED ON THAT SERVICE ORDER OR THE PERSON OR ENTITY WHO IS ACCESSING OR USING THE SERVICES ("SUBSCRIBER") AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

Any person entering into this Agreement on behalf of a company, organization or another legal entity is agreeing to this Agreement for that entity and representing to Call Criteria that such person has the authority to bind such entity to this Agreement, in which case the term "Subscriber" refers to such entity and its affiliates.

Definitions. "Services" means the products and services licensed by or provided by Call Criteria that are used or ordered by Subscriber online through a link or via a Service Order referencing this Agreement. Call Criteria and Subscriber each may be referred to individually as a "Party" and collectively as "Parties". "Effective Date" means the date set forth in the first Service Order referencing this Agreement or, if there is no Service Order then the date that Subscriber first accesses or uses the Call Criteria Services. All other terms used in this Agreement will have the meanings set forth herein or, if none, their plain English (U.S.) meaning

Term of this Agreement; Subscription Term of Services. This Agreement commences on the Effective Date and continues through Subscriber's then-current subscription term ("Term"). Services provided under this Agreement commence on the "Services Start Date" set forth in the Service Order (or if none, then the Effective Date) and automatically renew for a period equal to the previous subscription term, unless either Party provides the other Party with notice of non-renewal to renewals@callcriteria.com at least 60 days prior to the expiration of the applicable subscription term. Call Criteria reserves the right to increase the fees at the beginning of each subscription term, including any automatically renewed term.

Services.

3.1 Provision of Services. During the Term, Call Criteria will make the Services available to Subscriber pursuant to this Agreement and the applicable Service Order. During the Term, Call Criteria will use commercially reasonable efforts to provide Subscriber (including Users of Subscriber) with a limited, non-exclusive and non-transferable right to access to and use of the applicable Services on a software-as-a-service basis.

3.2 Service Orders. Services under this Agreement may be provided pursuant to written service orders (or order forms, SOWs, SaaS Schedule, statements of work or the like) entered into by the Parties and subject to the terms and conditions of this Agreement (each, a "Service Order"). Any additional Service Orders will be effective and become a part of this Agreement when executed in writing (or electronically) by authorized representatives of each Party.

3.3 Subscriber Account and Users. Subscriber's use of the Services will be established via a Subscriber account ("Account"), under which may authorize and provide access to the Services to individuals, affiliates of Subscriber (including their users) or another entity (including its users) (collectively, Subscriber's "Users") and set access rights for Users.

3.4 Subscriber's Responsibilities with respect to Users. Subscriber will ensure that all information in the Account regarding each User remains confidential, accurate and complete. Subscriber is solely responsible for all use of Services by each User and for compliance by each User with the applicable terms of this Agreement including the Supplemental Terms. Subscriber will notify Call Criteria promptly of any such unauthorized access or use of the Services, or if any User credentials are lost, stolen, or otherwise compromised. Call Criteria will not be liable for any damage or loss that may result from Subscriber's breach of the foregoing obligations.

3.5 Modification of the Services. Subscriber acknowledges that Call Criteria reserves the right to modify and update any Services on a non-discriminatory basis from time to time during the Term, but Call Criteria will not materially decrease the overall functionality of the Services purchased by Subscriber during the subscription term except where such modifications are required for compliance with laws or data security reasons. Updates to the Call Criteria platform may require Users to update third-party software (e.g. User's device's operating system) from time to time in order to continue to use Services.

3.6 Third-Party Subprocessors. Call Criteria engages third parties to support the delivery and availability of the Services. Some of these third parties are engaged as "Subprocessors" to host or process Subscriber Data, which may include Personally Identifiable Information. Subprocessors that Call Criteria uses to host or process Subscriber Data are listed on Exhibit A hereto. Subscriber consents to Call Criteria engaging Subprocessors to process Subscriber Data to the extent necessary or desirable for the Services.

Call Criteria Technology; Subscriber Usage Compliance.

4.1 Call Criteria Intellectual Property. The Services, and any software; algorithms; interfaces; data; system performance data; metadata; machine learning algorithms and aggregated results of such machine learning; data structures; conversation flows, designs, images, photographs, animations, video, audio, music, text, and applets incorporated into the software; hardware, and systems used to provide the Services (collectively, the "Call Criteria Technology") constitute the valuable intellectual property of Call Criteria.

4.2 Prohibitions. As an express condition to the rights granted to Subscriber under this Agreement, Subscriber will not and will not permit any User or third party to: (1) access or use the Call Criteria Technology or any portion thereof for any purpose except as expressly provided in this Agreement; (2) access or use the Call Criteria Technology in any unlawful, illegal, or unauthorized manner; (3) modify, adapt, alter, copy, frame, mirror, display, republish or create derivative works from the Call Criteria Technology; (4) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, design, or method of operation for the Call Criteria Technology; (5) access the Call Criteria Technology in order to build a competitive product or service, or copy any features, functions or graphics of the Call Criteria Technology; (6) license, sublicense, sell, resell, rent, lease, lend, transfer, assign, time share or otherwise commercially exploit or make available the Call Criteria Technology to any third party, other than to Users as contemplated by this Agreement; (7) access or use the Call Criteria Technology in any manner that could damage, disable, overburden or impair the operation of the Call Criteria Technology; or (8) circumvent or overcome (or attempt to circumvent or overcome) any technological protection measures intended to restrict access to the Call Criteria Technology. Call Criteria may monitor Subscriber's use of the Services to verify compliance with the terms of this Agreement; Subscriber consents to all such monitoring and to the use by Call Criteria of all data and information collected through such monitoring.

Data Protection and Security.

5.1 Subscriber Data. "Subscriber Data" means all documents, electronic data, chats, messages, transcripts, texts, social media posts, audio recordings or transcriptions, other communications and materials processed by, submitted to and stored within Call Criteria Services by Subscriber or its Users (excluding contact information of Agents and Administrators). Subscriber is solely responsible for the accuracy, integrity, legality, reliability and appropriateness of the Subscriber Data. Subscriber has and will maintain all rights, licenses, authorizations, and consents necessary to allow Call Criteria to access, use, disclose to Subscriber's Users, store and process all Subscriber Data as permitted under this Agreement.

5.2 User Personally Identifiable Information. User Data Privacy Rights. Subscriber will only provide Call Criteria with access to Subscriber Data that identifies or, in combination with other data, could reasonably be used to identify an individual ("Personally Identifiable Information or PII") to the limited extent necessary or legally required for Call Criteria to provide the Services. As it pertains to PII, Subscriber is the data controller and Call Criteria is the data processor or subprocessor (as defined in data protection laws), except that Call Criteria is the data controller for contact information for Users who are Account administrators. Call Criteria will promptly inform Subscriber if Call Criteria receives a request from a User to exercise their rights with respect to their personal information (as defined in data protection laws). Subscriber will be responsible for verification and responding to such requests and Call Criteria will not respond to such Users except to acknowledge their requests.

5.3 Data Security. Call Criteria will use commercially reasonable efforts to maintain appropriate technical, administrative, and physical measures to protect against an unauthorized access to or disclosure of PII. In the event of an unauthorized access or improper disclosure of PII resulting from Call Criteria's breach of its obligations (a "Data Breach"), Call Criteria will notify the Subscriber of such Data Breach promptly. Call Criteria shall reasonably cooperate with the Subscriber in any investigation into the Data Breach, including providing any information reasonably requested by the Subscriber to meet any legal obligations under applicable law, to the extent such information is available to Call Criteria. Such notification shall not be construed as admission of fault by Call Criteria for causing said Data Breach. If Call Criteria becomes aware of any unauthorized access or disclosure of PII not resulting from Call Criteria's breach of its obligations hereunder (such as, for example, a User granting unauthorized systems access to a third party), then Call Criteria will notify the Subscriber and the Parties will cooperate with each other, on a commercially reasonable basis, to support any remediation efforts, whether such efforts are led by Subscriber or Call Criteria.

Fees and Payment.

6.1 Fees. In full consideration for the Services and the rights granted under this Agreement, Subscriber agrees to pay the fees and other charges specified in each Service Order or other Account documentation ("Fees"). Fees are due in U.S. Dollars.

6.2 Invoicing and Payment. All Fees will be due net 30 days from the date of Call Criteria's invoice (Net 30). All Fees in any invoice will be considered to be accepted by Subscriber unless Subscriber notifies Call Criteria of a good faith and reasonable dispute regarding such Fees in writing within 10 days of the date of the invoice. Subscriber may not withhold, reduce, or offset payment of any Fees against any amounts due to Subscriber. Any amount not paid when due will be subject to finance charges equal to 1% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less. Subscriber will reimburse any costs or expenses (including, but not limited to, reasonable attorneys' fees) incurred by Call Criteria to collect any amount that is not paid when due. Call Criteria may terminate a Service Order and/or this Agreement due to Subscriber's non-payment, in which case all unpaid fees for the remainder of the current Term will be immediately due. Each Service Order may specify any additional payment terms such as credit card processing requirements and fees.

6.3 Purchases from Channel Partners. Subscriber may procure use of the Services from a third-party authorized reseller of Call Criteria, including third party marketplaces ("Channel Partner"), pursuant to a separate agreement with the Channel Partner. Subscriber's use of Services procured through a Channel Partner will be subject to the applicable terms of this Agreement, in addition to the rights and responsibilities of each under the terms agreed to between Subscriber and Channel Partner.

Termination.

7.1 Termination. Suspension. Either Party may terminate this Agreement or any Service Order: (a) if the other Party is in material breach under this Agreement and fails to cure such material breach within 30 days of receipt of written Notice of such material breach from the non-breaching party; or (b) upon Notice to the other Party, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In addition, Call Criteria may suspend Subscriber's access to the Services upon any actual or reasonably suspected breach of this Agreement by Subscriber (including but not limited to non-payment), or any use of the Services in a manner that may cause damage to Call Criteria, any other Call Criteria customer, any User, or any third party.

7.2 Effect of Termination. Upon any non-renewal or termination (i) Subscriber will remain liable for any Fee or other amount due hereunder or under any outstanding Service Order; (ii) Subscriber's rights and licenses under this Agreement will terminate, including any right to access or use the Services; and (iii) all obligations of Call Criteria hereunder and under any Service Order will terminate.

Ownership and Proprietary Rights.

8.1 Call Criteria Ownership. Call Criteria retains all right, title, and interest, including all intellectual property rights, in and to: (a) the Call Criteria Technology; (b) all data, information, content, and materials provided through the Services, excluding only (i) Subscriber Data and (ii) third-party content licensed to Call Criteria or code created by Call Criteria for interoperation with the Services of third party and public APIs (collectively, "Call Criteria Content"); and (c) any updates, upgrades, enhancements, modifications, and improvements thereto, and suggestions related thereto made by Subscriber or any User. Subscriber is not granted any right or license to use any Call Criteria Content, apart from the rights to access and use the Services as expressly permitted in this Agreement. All business names and logos and product and service names associated with the Services are trademarks of Call Criteria, and Subscriber is granted no right or license to use them. Subscriber covenants, on behalf of itself and its successors and assigns, not to assert against Call Criteria any rights, or any claims of any rights, in any Call Criteria Technology.

8.2 Subscriber Data. As between Subscriber and Call Criteria, Subscriber owns all right, title, and interest, including all intellectual property rights, in and to the Subscriber Data.

8.3 Usage Data. Call Criteria may generate and maintain information based on the use of the Services by Subscriber and Users and collect and maintain User account information, provided that such information does not identify Subscriber or any User or include any PII (collectively "Usage Data"). As between Call Criteria and Subscriber, Call Criteria owns all right, title, and interest, including all intellectual property rights, in and to all Usage Data and may use any Usage Data for any purpose. Call Criteria may also collect and maintain billing records, audio media, call, text or messaging logs and traffic routing information, as well as the content and sources of communications sent through or integrated with our Services, such as voice, audio and digital recordings, message bodies, and call recording transcriptions, for purposes including, but not limited to, quality assurance purposes, marketing purposes, and training purposes.

Confidentiality.

9.1 Definition of Confidential Information. "Confidential Information" means all confidential and proprietary information of a Party ("Disclosing Party") disclosed to the other Party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. Without limiting the foregoing, Confidential Information of Subscriber includes Subscriber Data, Subscriber's PII, Subscriber's proprietary APIs used by Call Criteria to access Subscriber Data or systems, and the API keys and login credentials used by Call Criteria to access Subscriber Data or systems. Without limiting the foregoing, Confidential Information of Call Criteria includes the Call Criteria Technology and the Call Criteria Content. The obligations in this section shall not apply to any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party and without an obligation of confidentiality; (iii) was independently developed by the Receiving Party without the use of or reference to the Confidential Information of the Disclosing Party; or (iv) is lawfully received from a third party without breach of any obligation owed to the Disclosing Party and without an obligation of confidentiality.

9.2 Confidentiality Obligations. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party, except as provided in this Agreement, except with the Disclosing Party's prior written permission (given pursuant to the Notice provisions) or except to its employees and advisors who have a need to know such Confidential Information and who are subject to confidentiality obligations comparable in scope to those herein. The Receiving Party shall be liable for any breach of confidentiality obligations by its representatives to which it discloses the Disclosing Party's Confidential Information. The provisions of this section will supersede any non-disclosure agreement by and between the Parties entered into prior to this Agreement that would purport to address the confidentiality of any information shared by the parties, including Subscriber Data, and such agreement will have no further force or effect with respect to the foregoing. Notwithstanding the foregoing, Receiving Party and its representatives shall not be obligated to destroy any Confidential Information that is in an archived computer system backup in accordance with the Receiving Party's security, compliance, corporate governance, disaster recovery and/or document retention policies or to the extent relevant to demonstrate compliance with any legal, professional or contractual obligation or document retention policy.

9.3 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

9.4 Prior Non-Disclosure Agreement. Any existing non-disclosure agreement entered into by the Parties is hereby superseded and replaced by the terms in this section, which will govern all disclosures and exchanges of Confidential Information made by the Parties previously under that agreement.

Representations and Warranties.

10.1 Mutual Representations and Warranties. Each Party represents, warrants, and covenants to the other Party that it has and will maintain the legal power and authority to enter into this Agreement.

10.2 Subscriber Representations and Warranties. Subscriber represents, warrants, and covenants to Call Criteria that: (i) it owns or otherwise has and will maintain sufficient rights in the Subscriber Data to grant to Call Criteria the rights granted herein to access, use, disclose, store and process the Subscriber Data; (ii) it has sole responsibility for the accuracy, integrity, legality, reliability and appropriateness of all Subscriber Data; (iii) it owns or otherwise has and will maintain sufficient rights to permit third party applications or services to interoperate with Call Criteria's Services and it will comply with its own contractual commitments including the End User License Agreements under any third-party software connected to the Services by or on behalf of Subscriber; and (iv) it has provided and will provide adequate notices and has maintained and will maintain the applicable permissions, authorizations, and consents (via its employee handbook, privacy policy or otherwise) for Call Criteria to access, use, disclose, store and process PI and other Subscriber Data as permitted hereunder.

10.3 Call Criteria Representations and Warranties. Call Criteria represents, warrants, and covenants to Subscriber that: (i) it owns or otherwise has and will maintain sufficient rights to grant to Subscriber the license to use the Services granted herein and that it has and will maintain sufficient rights to any open source software or in-licensed third party software incorporated by Call Criteria in the Services; and (ii) it will use commercially reasonable efforts to make its platform available 24 hours a day, 7 days a week, except for: (a) periodic maintenance; (b) downtime caused by circumstances beyond Call Criteria's reasonable control; (c) third-party equipment and applications (including social media services) outside of Call Criteria's control; (d) Subscriber's use of the Services other than in accordance with this Agreement; or (e) at Subscriber's request.

Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10 (REPRESENTATIONS AND WARRANTIES), NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES AS TO THIRD-PARTY EQUIPMENT, SOFTWARE OR TELECOMMUNICATIONS NETWORKS OR CARRIERS, OR CONNECTIVITY THERETO (EXCEPT WITH RESPECT TO THE SUBPROCESSORS IDENTIFIED ABOVE), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITH RESPECT TO WARRANTIES REGARDING TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, CALL CRITERIA'S ONLY OBLIGATION WITH RESPECT TO NON-INFRINGEMENT SHALL BE THE INDEMNIFICATION OBLIGATIONS SET FORTH BELOW IN SECTION 12.1 (INDEMNIFICATION). WITHOUT LIMITING THE FOREGOING PROVISIONS, CALL CRITERIA MAKES NO WARRANTY THAT THE SERVICES WILL BE ERROR-FREE, VIRUS FREE, OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SERVICES WILL SATISFY SUBSCRIBER'S SPECIFIC REQUIREMENTS OR BE COMPATIBLE WITH SUBSCRIBER'S HARDWARE OR SOFTWARE CONFIGURATION OR THAT INACCURACIES OR ERRORS WILL BE CORRECTED.

Indemnification.

12.1 Indemnification by Call Criteria. Subject to this Agreement, Call Criteria shall indemnify, defend and hold harmless Subscriber against any claims, demands, suits or proceedings made or brought by a third party ("Claims") against Subscriber including against all losses, costs and expenses including reasonable attorneys' fees, "Losses") finally awarded against Call Criteria by a court of competent jurisdiction or an arbitrator or agreed to in a written settlement agreement signed by Subscriber in connection with such Claims, against Subscriber alleging that the use of the Services as permitted hereunder directly misappropriates or infringes any U.S. patent, copyright, trademark or other intellectual property rights of such third party. If the Services are held or likely to be held infringing, Call Criteria shall have the option, at its expense to (a) replace or modify the Services as appropriate without materially diminishing functionality, (b) obtain a license for Subscriber to continue using the Services, (c) replace the Services with a functionally equivalent service; or (d) terminate the Services and refund any prepaid, unused fees applicable to the remaining portion of the Term following the effective date of termination. This Section 12.1 states Call Criteria's entire liability and Subscriber's exclusive remedy for any Claim of intellectual property infringement or misappropriation. Call Criteria will have no obligation or liability relating to any Claim that: (i) is based on modifications or customizations of the Services, Subscriber Data or Call Criteria Content, at the direction of Subscriber; (ii) results from Subscriber's use of the Services in a manner that is inconsistent with its intended use or is in breach of this Agreement; (iii) is based on any Subscriber Data or any use of or compliance with any specifications, requirements, instructions or materials provided by or on behalf of Subscriber; or (iV) is based on compliance with any laws or regulations applicable to Subscriber or Subscriber's industry that are not applicable to SaaS providers.

12.2 Indemnification by Subscriber. Subject to this Agreement, Subscriber shall indemnify, defend and hold harmless Call Criteria against any Claims made or brought against Call Criteria including Losses finally awarded against Subscriber by a court of competent jurisdiction or an arbitrator or agreed to in a written settlement agreement signed by Call Criteria in connection with such Claims: (a) alleging that the Subscriber Data or Subscriber's use of the Services in a manner other than as authorized under this Agreement or in violation of any End User License Agreement of third-party software connected to the Services by or on behalf of Subscriber, infringes or otherwise violates a third party's property, privacy, intellectual property or other rights, or (b) by a User with respect to Subscriber's privacy policy or any other usage, act or omission under the Account.

12.3 Indemnification Procedures. Promptly upon receiving notice of a Claim, the indemnified Party shall (i) give the indemnifying Party prompt written notice of the Claim; (ii) give the indemnifying Party sole control of the defense and settlement of the Claim (provided that the indemnifying Party may not settle or defend any claim unless it unconditionally releases the indemnified Party of all liability); and (iii) provide to the indemnifying Party, at indemnifying Party's cost, all reasonable assistance in the defense or settlement of such Claim.

Limitation of Liability.

13.1 Limitation of Liability. EXCEPT DAMAGES FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR UNDER SECTION 6 (FEES AND PAYMENT), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM SUBSCRIBER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

13.2 Exclusion of Consequential and Related Damages. EXCEPT FOR DAMAGES FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SUBSCRIBER UNDERSTANDS AND AGREES THAT THE PRIMARY INTENT OF SECTION 13 IS TO DISTRIBUTE THE RISKS ASSOCIATED WITH THIS AGREEMENT BETWEEN BOTH PARTIES. THIS LIMITS POSSIBLE LIABILITIES, TAKING INTO ACCOUNT THE LICENSE FEES. IF CALL CRITERIA WERE TO TAKE ON ADDITIONAL LIABILITY BEYOND WHAT IS SPECIFIED IN THIS AGREEMENT, THE LICENSE FEES WOULD HAVE BEEN MARKEDLY HIGHER.

General Provisions.

14.1 Export Control. Communications Laws. Subscriber and each of its Users shall adhere to all applicable U.S. and foreign export control laws and shall not export or re-export any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. or any country or organization of nations within whose jurisdiction Subscriber operates. Subscriber and each of its Users shall adhere to all applicable laws governing the use of individual information, deceptive and misleading advertising, electronic commercial communications, telemarketing and other similar laws, which include without limitation the U.S. Telephone Consumer Protection Act of 1991, U.S. Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and the Canada Anti-SPAM Legislation, if applicable, and each as amended.

14.2 Relationship of the Parties. The Parties are independent contractors, and nothing herein shall be deemed to constitute the relationship of employer-employee, a partnership, or a joint venture between the Parties hereto. Neither Party is an agent of the other and neither Party is authorized to make any representation, contract, or commitment on behalf of the other Party.

14.3 Notices. All notices, requests and other communications under this Agreement (each, a "notice") shall be in writing and delivered by nationally recognized overnight courier or U.S mail, or (b) e-mail. Except as otherwise provided in this Agreement, a notice is effective(a) for courier on the day of receipt and on the 3rd day after mailing any notice by certified or registered mail, or (b) for email on the day received unless sent after business hours, then the next day. Subscriber's address is set forth in the Service Order or such other address that may be designated by a Subscriber from time to time in accordance with this section. The address for notice to Call Criteria is renewals@callcriteria.com and 6665 Delmar Blvd., Ste 300, St. Louis, MO 63130 with a copy to legal@capacity.com.

14.4 Waiver. 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. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall 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.

14.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party (which consent shall not unreasonably withheld), except that either Party may assign this Agreement in its entirety, with written notice to the other Party, but without the consent of the other Party, if (a) to an affiliate, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, and their respective successors and permitted assigns. No assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder.

14.6 Governing Law. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts of laws rules.

14.7 Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control and cannot be remedied by the exercise of reasonable diligence, including, without limitation: (a) acts of God including pandemic; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) failure of a third party API or third party software, and (g) Internet service provider or hosting facility failures, or delays involving hardware, software or power systems not within Call Criteria's possession or reasonable control (each a "Force Majeure Event"). The affected Party shall be relieved from its obligations (or part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof). The affected Party shall promptly notify the other Party and make reasonable efforts to mitigate the effects of the Force Majeure Event with reasonable dispatch and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.

14.8 Publicity. Subscriber agrees that its name, logo, and/or use case may be used by Call Criteria in marketing materials ("Promotional Materials") for both internal and external purposes. Subscriber may request that Call Criteria stop the use of Promotional Materials of Customer by submitting an email to renewals@callcriteria.com at any time, which Call Criteria will process within 30 days.

14.9 Changes to this Agreement. This Agreement is subject to change by Call Criteria at any time upon 30 days notice. Call Criteria will take reasonable steps to notify Subscriber of any material changes or modifications to this Agreement by way of prominent notice on our website, via the Services or by email. Subscriber's continued use of the Services after such notice will be deemed to be conclusive acceptance of such changes or modifications.

14.10 Entire Agreement. This Agreement, including any Service Orders, the DPA, the Privacy Policy, and Supplemental Terms, as amended, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement. In the event of any inconsistencies between such, the order of precedence will be, first, the Service Order, second this Agreement, the DPA, the Supplemental Terms and the Privacy Policy. Any additional or different terms or conditions contained in Subscriber's purchase orders, acknowledgments, invoices, non-disclosure agreements, shrink-wrap, click-wrap, browse-wrap or other documents are null and void.

14.11 Counterparts. If executed by the Parties, this Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

14.12 No Third-Party Beneficiaries. Nothing in this Agreement shall confer any right, remedy or obligation upon anyone other than the Parties hereto.

14.13 Survival. The terms and conditions of this Agreement that by their sense and context are intended to survive after performance of the Services hereunder shall survive the termination or expiration of this Agreement.

Exhibit A: Sub-processors

Subprocessor	Applicable Services	Nature and Purpose of Processing	Location
Amazon Web Services	IaaS	N/A	USA
Deepgram	Transcription Processor	Redaction	USA
Microsoft Cloud & AI (Azure, Github)	IaaS	N/A	USA
OpenAI	N/A	N/A	N/A