End-User License Agreement for Reseller SaaS Sales

Revised and effective: February 1, 2026

AI Software, LLC (referred to herein as “Capacity”) has updated this End-User License Agreement (“Agreement”) for use by Capacity resellers as they resell Capacity’s Software-as-a Service, as of the effective date above. If you are a new Subscriber, then this Services Agreement will be effective as to any order entered into after the effective date. If you are an existing Subscriber via a reseller, then we are providing you with prior notice of the changes to our Agreement with you, which will be effective one month after the effective date.

BY ENTERING INTO AN AGREEMENT WITH A RESELLER OF CAPACITY (“RESELLER”), THE SUBSCRIBER OR CUSTOMER LISTED ON THE RESELLER’S ORDER FORM (“SUBSCRIBER”) AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT IF SUBSCRIBER HAS LICENSED SERVICES FROM CAPACITY THEREUNDER.

1. Definitions.

“Services” means the products and services licensed by or provided by Capacity under Reseller’s agreement with Subscriber. Capacity and Subscriber each may be referred to individually as a “Party” and collectively as “Parties”. “Effective Date” means the date set forth in Reseller’s order form. “AUP” means the Acceptable Use Policy located at https://capacity.com/AUP as updated from time to time. “Supplemental Terms” means the Services-specific terms located at https://capacity.com/supplemental-terms as updated from time to time. All other terms used in this Agreement will have the meanings set forth herein or, if none, their plain English (U.S.) meaning.

2. Term of this Agreement; Reseller Relationship.

The term of this Agreement (“Term”) is as agreed in Subscriber’s agreement with the Reseller. Subscriber and Capacity understand and agree that Services are being provided under Subscriber’s agreement with Capacity’s reseller. For avoidance of doubt, the provisions of Reseller’s agreement with Subscriber, including but not limited to those regarding confidentiality, license restrictions, warranties and limitation of liability apply to Capacity; the provisions of the Reseller’s agreement with the Subscriber shall apply to Capacity mutatis mutandis, as if it were a party to that agreement, with all necessary changes to ensure the context applies to Capacity.

3. Services.

3.1 Provision of Services. During the Term, Capacity will make the Services available to Subscriber pursuant to this Agreement, the Supplemental Terms (where applicable), the AUP (where applicable) and the applicable agreement between Reseller and Subscriber, as well as if applicable the https://capacity.com/capacity-DPA/ (as defined below “DPA”) and the BAA (as defined below) if applicable. During the Term, Capacity 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 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. If per-User pricing is set forth in the applicable order form, then access is provided for up to the number of Users included in the order and bills will reflect overages.

3.3 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 AUP and the Supplemental Terms. Subscriber will notify Capacity promptly of any such unauthorized access or use of the Services, or if any User credentials are lost, stolen, or otherwise compromised. Capacity will not be liable for any damage or loss that may result from Subscriber’s breach of the foregoing obligations.

3.4 Modification of the Services. Subscriber acknowledges that Capacity reserves the right to modify and update any Services on a non-discriminatory basis from time to time during the Term, but Capacity 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 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.

3.5 Third-Party Subprocessors. Capacity 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 Capacity uses to host or process Subscriber Data are listed at https://capacity.com/capacity-sub-processors/. Subscriber consents to Capacity engaging Subprocessors to process Subscriber Data to the extent necessary or desirable for the Services.

4. Capacity Technology; Subscriber Usage Compliance; Data Protection

4.1 Capacity 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 “Capacity Technology”) constitute the valuable intellectual property of Capacity.

4.2 Subscriber Data. “Subscriber Data” means all documents, electronic data, chats, messages, texts, social media posts, audio recordings or transcriptions, other communications and materials processed by, submitted to and stored within Capacity 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 Capacity to access, use, disclose to Subscriber’s Users, store and process all Subscriber Data as permitted under this Agreement.

4.3 User Personally Identifiable Information; User Data Privacy Rights. Subscriber will only provide Capacity 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 Capacity to provide the Services.

4.4 HIPAA Protected Health Information; Business Associate Addendum. If Subscriber is a covered entity or a business associate (as defined by the Health Insurance Portability and Accountability Act (“HIPAA”) desiring to have process protected health information (as defined by HIPAA (“PHI”)) as a business associate, then Reseller’s order form must expressly reference a HIPAA Package, indicating that Capacity is to process PHI, and the Business Associate Addendum available at https://capacity.com/capacity-BAA shall be incorporated herein.

4.5 Data Processing Addendum; Privacy Policy. Capacity and Subscriber will comply with the terms of the DPA available at http://capacity.com/capacity-DPA, which is incorporated herein, with respect to processing personal data (as defined therein).

5. Ownership and Proprietary Rights.

5.1 Capacity Ownership. Capacity retains all right, title, and interest, including all intellectual property rights, in and to: (a) the Capacity Technology; (b) all data, information, content, and materials provided through the Services, excluding only (i) Subscriber Data, and (ii) third-party content licensed to Capacity or code created by Capacity for interoperation with the Services of third party and public APIs ((ii) collectively, “Capacity Content”); and (c) any updates, upgrades, enhancements, modifications, suggestions for modifications and improvements to the Capacity Technology or the Capacity Content. Subscriber is not granted any right or license to use any Capacity 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 Capacity, 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 Capacity any rights, or any claims of any rights, in any Capacity Technology.

5.2 Subscriber Data. As between Subscriber and Capacity, Subscriber owns all right, title, and interest, including all intellectual property rights, in and to the Subscriber Data.

5.3 Usage Data. Capacity 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 Capacity and Subscriber, Capacity 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. Capacity 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 the 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.

5.4 Communications Data. Capacity may use, compile (including creating statistical and other models), annotate and otherwise analyze the call recordings, audio files, text, SMS or chat communications, surveys, cases and associated transcripts, log files and metadata received by Capacity or generated in connection with the Services to develop, train, tune, enhance and improve the speech recognition, natural language processing and natural language understanding, including but not limited to the creation of a common data base that includes common words, utterances, and phrases of multiple Capacity customers and that can be used as necessary to enhance and improve the Services.

6. General Provisions.

6.1 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.

6.2 Changes to this Agreement. This Agreement is subject to change by Capacity at any time upon 30 days notice. Capacity will take reasonable steps to notify Subscriber of any material changes or modifications to this Agreement by way of prominent notice on the Capacity 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.