Communications Services Addendum
United States. Voice, Telephone Numbers and Messaging
This Communications Services Addendum (this "Addendum") is entered into as of ____________________ (the "Addendum Effective Date") by and between:
Amy Insight Inc, a Delaware corporation with its registered office at 108 West 13th Street, Wilmington, Delaware, 19801, United States of America ("Callers"); and
____________________________________, a company incorporated under the laws of the United States with its registered office at ____________________________________ ("Client").
Callers and Client are each a "Party" and together the "Parties".
Recitals
A. The Parties are party to a Callers Registration and Order Form which incorporates by reference the Callers Terms of Use published at https://www.callers.ai/terms-of-use/ (together with that Order Form and any other document incorporated by it, the "Master Agreement"), under which Callers licenses to Client access to the Callers artificial intelligence voice agent platform (the "Services"). Any exhibit or software licensing agreement attached to a Callers proposal executed before the date of this Addendum is superseded by the Terms of Use.
B. Under the Master Agreement alone, and in the absence of this Addendum, Client provides its own telephony and Callers integrates with Client's carrier or voice over internet protocol provider. In that configuration Client is the subscriber of record and the voice service provider for all traffic, and Callers provides no telecommunications or messaging service.
C. Client now wishes to procure voice origination and termination, telephone numbers and messaging services from Callers, and Callers is willing to provide them on the terms of this Addendum.
D. The Parties acknowledge that the provision of telecommunications and messaging services is subject to a regulatory framework materially different from the licensing of software, that this framework imposes obligations on the originating party that cannot be discharged by contract alone, and that this Addendum allocates responsibility for those obligations between the Parties.
The Parties therefore agree as follows.
1. Definitions
1.1 In this Addendum, capitalised terms have the meanings given below. Terms defined in the Master Agreement and not defined here have the meaning given in the Master Agreement.
"Acceptable Use Policy" means the Callers acceptable use policy for Communications Services, as set out in Annex B and amended from time to time in accordance with clause 10.
"Called Party" means any person who receives a Communication originated under Client's account, whether or not that person is the intended recipient.
"Campaign" means any set of outbound calls, inbound call handling flows, or messaging traffic configured by or on behalf of Client using the Services or the Communications Services.
"Communication" means any voice call or message originated, transmitted, received or terminated using the Communications Services.
"Communications Laws" means all laws, regulations, orders, decisions, licence conditions, industry codes and carrier or registry requirements applicable to the origination, transmission, routing, content, timing, recording, monitoring or metering of Communications, and to the marketing, consumer protection, privacy and data protection aspects of them, including those identified in clause 25.
"Communications Services" means voice origination and termination, telephone numbers, short message service and multimedia message service messaging, and any related telecommunications or interconnected voice over internet protocol capability made available by Callers to Client under this Addendum, whether provided directly by Callers or procured from a Supplier.
"Contact Data" means telephone numbers, names and any other personal information supplied by Client, or obtained or generated on Client's behalf, for use in a Campaign.
"Order Form" means the Communications Services order form and rate card at Annex A, as amended by agreement of the Parties.
"Regulatory Charges" means all taxes, duties, levies, fees, surcharges, assessments and contributions imposed on, measured by or associated with the provision of Communications Services, including universal service fund and national contribution fund contributions, emergency service and 911 surcharges, telecommunications relay service fees, number administration and number portability charges, franchise, excise, communications services, gross receipts, sales, use, goods and services and value added taxes, regulatory cost recovery fees, and all Supplier, aggregator and registry fees including messaging brand and campaign registration, vetting, revetting and per message carrier fees.
"Supplier" means any telecommunications carrier, interconnected voice over internet protocol provider, messaging aggregator, wireless carrier, registry, industry body or numbering authority from which Callers procures capacity or services in order to provide the Communications Services, and any intermediate or terminating carrier in the delivery path.
"Traceback" means any request from a Supplier, an industry traceback body, a numbering authority, a regulator or a law enforcement agency to identify the origin of, or the responsible party for, a Communication.
2. Scope, Term and Order of Precedence
2.1 This Addendum applies only where Client has purchased Communications Services under an executed Order Form, and applies only to Communications to or from United States telephone numbers and to Campaigns directed at Called Parties located in the United States. Communications Services in any other jurisdiction require a separate jurisdiction addendum executed by the Parties, and Client will not originate Communications to any other jurisdiction unless and until such an addendum is in effect. Where no Order Form is in effect, Client provides its own telephony, Client remains the subscriber of record and the voice service provider for all traffic, and Callers provides no telecommunications or messaging service. For the avoidance of doubt, the Communications Services are made available to Client solely as an End User in connection with, and as part of, the Callers AI service under the Master Agreement, and not as standalone telephony or messaging resale; Client will not resell, lease, or otherwise make the Communications Services available to third parties other than as part of Client's own products and services in accordance with the Master Agreement and each Supplier's terms.
2.2 This Addendum supplements and forms part of the Master Agreement. Except as expressly amended here, the Master Agreement remains in full force and effect.
2.3 In the event of any conflict or inconsistency, the following order of precedence applies, with the earlier prevailing: the Data Protection Addendum, in respect of the processing of personal data; clause 25 of this Addendum, in respect of United States regulatory requirements; the remainder of this Addendum, in respect of the Communications Services; the Acceptable Use Policy, in respect of permitted use; the Order Form, in respect of fees, rates, allowances, term and payment; and the Master Agreement, in all other respects. Notwithstanding the foregoing, the dispute resolution, intellectual property and confidentiality provisions of the Master Agreement prevail over every other document. Where a provision of the Acceptable Use Policy is more restrictive than a provision of this Addendum, the more restrictive provision applies.
2.4 This Addendum commences on the Addendum Effective Date and continues until the Master Agreement terminates or until the Communications Services are terminated in accordance with clause 22, whichever occurs first. Termination of the Communications Services does not of itself terminate the Master Agreement or the licence to access the Services, and Client may connect its own telephony provider.
3. Provision of Communications Services
3.1 Subject to this Addendum, Callers will make available to Client the Communications Services specified in the Order Form, in the destinations expressly enabled in the Order Form.
3.2 All destinations, capabilities, channels and features not expressly enabled in the Order Form are blocked by default. Callers is under no obligation to enable any destination, capability or feature, and may decline any request without giving reasons.
3.3 Callers procures the Communications Services from one or more Suppliers. Callers may change, add or remove any Supplier, and may reroute traffic, at any time and without notice, provided that Callers uses commercially reasonable efforts to avoid material degradation of the Communications Services.
3.4 The Communications Services are provided on an as available basis. Callers gives no commitment as to availability, uptime, call completion rate, answer seizure ratio, post dial delay, audio quality, latency, message throughput, message delivery rate, sender reputation, or freedom from filtering, blocking, throttling, labelling, mislabelling or delisting by any Supplier, carrier, analytics provider, handset manufacturer or operating system. Any service level applicable to the Services does not extend to the Communications Services.
3.5 Client is responsible for procuring and maintaining, at its own cost, the internet connectivity, network capacity, equipment and configuration required to use the Communications Services.
3.6 Account architecture. The Communications Services are delivered through a subaccount, tenant or equivalent partition created and administered by Callers within Callers' own account with the relevant Supplier. Client acknowledges and agrees that: the subaccount is a segmentation and administration facility only; Callers, and not Client, is the customer of record of each Supplier; Callers is billed by each Supplier for all usage originated in the subaccount; Client is not a party to, and acquires no right under, any agreement between Callers and any Supplier; and the naming, labelling or identification of a subaccount by reference to Client does not create any contractual relationship between Client and any Supplier, does not transfer any regulatory status to Client, and does not reduce Client's obligations or liability under this Addendum.
3.7 Inherited permissions. Client acknowledges that certain Supplier controls, including geographic and destination permissions and messaging permissions, are configured at the level of Callers' parent account and are inherited by all subaccounts, and cannot be set on a per subaccount basis. Accordingly, the destination restrictions, capability restrictions and volume limits applicable to Client under clause 3.2 and clause 12.5 are enforced by Callers at the platform layer and by contract, and not necessarily by a Supplier level block. Client will not originate, attempt to originate, or configure any Campaign to originate, any Communication to a destination or using a capability that is not expressly enabled in the Order Form, whether or not a technical block prevents it, and Client is liable for all charges, Regulatory Charges, Supplier penalties and losses arising from any Communication originated in breach of this clause 3.7.
4. Allocation of Roles and Responsibilities
4.1 For all Campaigns and all Communications, Client is the caller, the sender, the message originator, the seller and the telemarketer for the purposes of Communications Laws. Client alone determines whether, when, to whom, on what legal basis, in what volume and with what content each Communication is made.
4.2 Callers provides the Communications Services as a conduit and the Services as a technical facility. Callers does not select Called Parties, does not obtain, verify or hold consent from Called Parties, does not determine Campaign content, does not determine Campaign timing, and does not determine the commercial purpose of any Campaign.
4.3 Callers does not review, approve, verify, audit or certify any Campaign, script, prompt, knowledge base document, contact list, consent record, opt in flow, disclosure or message for compliance with any Communications Law. Any template, example, comment, suggestion, configuration assistance, training, quality review or best practice guidance provided by Callers or any Callers personnel is technical assistance only. It is not legal advice, it is not a compliance opinion, it creates no warranty, and it does not transfer, reduce or discharge any obligation of Client under this Addendum.
4.4 Client will not state or imply to any Called Party, regulator, Supplier, insurer, auditor or other third party that any Campaign has been approved, reviewed or certified as legally compliant by Callers or by any Supplier.
4.5 Nothing in this Addendum constitutes Callers as the agent, partner, joint venturer, joint employer or representative of Client. Callers is not authorised to make any statement to any Called Party other than as configured by Client in the Services.
4.6 Client acknowledges that Callers is not in a position to know, and does not undertake to determine, whether any particular Communication is lawful, and that Client is the only Party in possession of the facts on which lawfulness depends, including the source and scope of consent, the identity and location of the Called Party, and the commercial context of the Campaign.
5. Client Compliance Obligations: Voice
Client represents, warrants and covenants, on the Addendum Effective Date, on each day of the term, and on the launch and each material modification of each Campaign, that:
5.1 Consent. Client holds, and can evidence on request, for every Called Party and every telephone number in its Contact Data, the level of consent required by Communications Laws for the type of Communication in question, including any requirement for prior express written consent where the Communication constitutes telemarketing, advertising or solicitation and is delivered using an artificial, synthesised or prerecorded voice, or an automatic telephone dialling system.
5.2 Artificial voice. Client acknowledges that a voice generated by artificial intelligence, including a synthesised voice, a cloned voice and a real time conversational agent, is treated as an artificial or prerecorded voice under Communications Laws irrespective of how natural it sounds or how the call was dialled, and that every Communication originated using the Services is therefore an artificial voice Communication subject to the corresponding consent, identification and opt out requirements.
5.3 Consent records. Client maintains records sufficient to prove the existence, scope, date, time, method and source of each consent, including the exact disclosure text presented to the Called Party, the medium or internet address at which it was presented, the identity of any lead generator or third party from which the consent was acquired, and the internet protocol address or equivalent identifier where the consent was obtained electronically. Client retains those records for the longer of five years from collection and the period required by applicable law, and retains records of opt out and revocation requests for not less than ten years where required by applicable law.
5.4 Lead sources. Where Client acquires Contact Data or consent from any third party, Client has conducted diligence on that third party, holds a written agreement with it requiring compliant consent capture and record retention, has the right to obtain the underlying consent records on request, and is able to produce them under clause 11.
5.5 Do not call and suppression. Client subscribes in its own name to the National Do Not Call Registry and every applicable state, sectoral and carrier do not call, opt out or suppression register, holds its own subscription account number or equivalent identifier, maintains an internal do not call list, and scrubs all Contact Data against each of them before each Campaign at intervals no longer than those required by applicable law. Client will not access or use any registry subscription, account or identifier held by Callers.
5.6 Number status. Client screens Contact Data against any applicable reassigned or disconnected number database, and does not submit any number that Client knows or ought reasonably to know has been reassigned, disconnected or ported to a different subscriber, or that was obtained by scraping, harvesting, random or sequential generation, or purchase from a source Client has not diligenced.
5.7 Revocation. Client honours every revocation of consent, opt out request and do not call request communicated by any reasonable means and through any channel, within the shorter of ten business days and the period required by applicable law, applies each such request across all Campaigns and all channels operated by or for Client, and does not require the Called Party to use any particular form of words, medium or process.
5.8 Timing. Client restricts Communications to the hours permitted by the strictest applicable federal, state and local rule, determined by reference to the location of the Called Party and not by reference to the area code, prefix or presented calling number.
5.9 Frequency. Client observes every applicable limit on the number of Communications that may be made to the same number within any period, including limits that apply irrespective of consent.
5.10 Calling party identification. Client transmits accurate and non misleading calling party identification, does not spoof or cause to be spoofed any calling number, does not present any number that Client is not authorised to use, and ensures that every number presented is capable of receiving return calls and connects to a functioning means of making a do not call request.
5.11 Identification and disclosure. At the outset of every call, the Campaign clearly states the name of the entity on whose behalf the call is made and provides a telephone number or address at which that entity can be reached, and clearly discloses that the Called Party is interacting with an artificial or automated voice agent.
5.12 No degradation of controls. Client will not disable, remove, obscure, shorten, delay, reduce the prominence of, or configure the Services to omit any artificial intelligence disclosure, entity identification, recording disclosure, opt out mechanism or transfer to human option that is required by Communications Laws or that Callers has configured as a default.
5.13 Abandonment and monitoring. Client observes all applicable limits on abandoned calls, maintains the required answer and connect performance, and does not operate any Campaign in a manner designed to conceal the identity of the caller or to evade carrier analytics or filtering.
6. Client Compliance Obligations: Messaging
6.1 Registration. Client provides complete and accurate information for all messaging brand and campaign registration, including its exact legal entity name as filed with the relevant corporate or tax authority, its tax or business identification number, its registered address, its authorised contact, and an accurate description of the use case, and warrants that this information is accurate and will be corrected within five business days of any change. Client acknowledges that inaccuracy or misdescription may result in registration rejection, reduced throughput, carrier fines, suspension and permanent blocking of the brand, and that Client bears all resulting cost and consequence.
6.1A Brand of record. Client acknowledges that Callers registers messaging brands and campaigns in the capacity of an independent software vendor or reseller, and that each brand is registered using Client's own business identity and not that of Callers. Client will supply, and warrants the accuracy and currency of, its exact registered legal entity name, its Employer Identification Number, its registered address, its authorised representative details, its website address, and a mobile telephone number for one time passcode verification where required. Client acknowledges that verification mobile numbers are subject to a lifetime limit on the number of registrations for which they may be used, imposed by the registry and not by Callers or any Supplier, and that Client is responsible for the consequences of exhausting that limit through registrations made with other vendors. Client further acknowledges that the trust score, throughput allocation and daily message limits assigned to its brand are determined by the registry and the terminating carriers on the basis of the information Client supplies, that Callers has no ability to influence them, and that Callers gives no warranty in respect of them.
6.2 Opt in. Client obtains and can evidence express written consent for marketing messages and express consent for transactional messages. Client maintains a live, publicly accessible opt in mechanism, and a published privacy policy and set of messaging terms at a stable and reachable internet address, disclosing the programme, the message frequency, any applicable data rate notice, the identity of the sender, and the opt out instructions.
6.3 Content. All message content is consistent with the registered use case and sample messages, identifies the sender, includes opt out instructions in the first message of each programme and periodically thereafter, and excludes content restricted or prohibited by any applicable industry messaging code or Supplier requirement, including content relating to sex, hate, alcohol, firearms, tobacco, vaping, cannabis and cannabidiol.
6.4 Links and evasion. Client will not use public link shortening services, will use only branded or dedicated link domains, and will not employ number rotation, traffic distribution across numbers, content obfuscation or any other technique intended to evade carrier filtering, registration requirements or volume monitoring.
6.5 Opt out handling. Client honours the standard opt out keywords in all supported languages, processes each opt out immediately and in any event within the period required by applicable law, and does not send any message after an opt out other than a single confirmation of the opt out.
6.6 Quiet hours. Client restricts messaging to the hours permitted by the strictest applicable rule, determined by reference to the location of the recipient.
6.7 Carrier penalties. Client is liable for, and will reimburse Callers on demand for, all Supplier, aggregator, carrier and registry fines, penalties, surcharges, remediation charges and re registration fees assessed in connection with Client's traffic, including penalties for unregistered traffic, grey route traffic, programme evasion and content violation, in each case at cost plus the administrative fee stated in the Order Form.
6.8 No guarantee. Callers gives no representation or warranty as to message throughput, trust score, sender reputation, deliverability, latency or filtering outcomes, each of which is determined by third parties.
7. Artificial Intelligence
7.1 Client acknowledges that the Services uses generative artificial intelligence, that its output is probabilistic and may be inaccurate, incomplete, off script or otherwise unexpected, and that Client is solely responsible for designing, reviewing, testing and continuously monitoring agent behaviour, including the correct and timely delivery of every disclosure required by Communications Laws, before and throughout each Campaign.
7.2 Client is solely responsible for identifying and complying, at its own cost, with every obligation to disclose the use of artificial intelligence or of an automated system that applies to its Campaigns, including obligations arising under federal law and under the law of any state, and including any obligation that comes into force after the Addendum Effective Date.
7.3 Client will not configure, request or use any agent voice that imitates or is intended to imitate the voice of an identifiable natural person without that person's documented written consent, and will not configure any agent to represent itself as a human being, as a government agency or official, as a licensed professional, or as any entity other than Client.
7.4 Client will not use the Services or the Communications Services to provide medical, mental health, legal, financial, insurance, tax or other regulated advice, to conduct any activity requiring a professional licence, or to make or communicate any decision producing a legal or similarly significant effect on any person, unless Client has independently determined that the use is lawful in every relevant jurisdiction, has implemented any required human review, and has notified Callers in writing in advance.
7.5 Callers has no liability arising from the content of any output generated by the Services, from any error or omission of speech recognition, speech synthesis, language identification or transcription, or from any Campaign behaviour resulting from Client's scripts, prompts, knowledge base content, variables, integrations or configuration.
8. Telephone Numbers
8.1 Telephone numbers made available to Client are licensed for use during the term and are not sold. Client acquires no ownership, property right or other proprietary interest in any number, and numbers remain subject to the rules, reclamation, quarantine and reassignment practices of numbering authorities and Suppliers.
8.2 Callers may change, reclaim, suspend or disconnect any number where required or requested by a Supplier, a numbering authority, a regulator, a court or a law enforcement agency, where the number is associated with traffic Callers reasonably believes to be unlawful, or where required to comply with Communications Laws. Callers will give reasonable advance notice where lawful and practicable to do so.
8.3 Where a number is acquired in a jurisdiction that requires evidence of local presence, a local address, a business registration or an end user declaration, Client will supply accurate documentation on request and warrants its accuracy. Client indemnifies Callers against any claim, penalty or reclamation arising from inaccurate documentation.
8.4 Where Client ports a number in, Client warrants that it is the authorised subscriber or holds the authorised subscriber's written authorisation, that every particular on the letter of authorisation is accurate, and that the port does not breach any agreement binding on Client. Client indemnifies Callers against all claims arising from an unauthorised, inaccurate or disputed port request. Callers gives no commitment as to porting timescales, which depend on third parties.
8.5 Callers gives no representation or warranty as to the reputation, spam label, analytics score, branded calling status or answer rate of any number, and provides no remedy where a number is labelled, filtered, blocked, delisted or reported. Any remediation attempted by Callers is on a commercially reasonable efforts basis only and may be chargeable.
8.6 On expiry or termination, Callers may release, reclaim or disconnect all numbers assigned to Client. Client is solely responsible for initiating any port out before the effective date of termination. Callers has no obligation to release numbers, to maintain them in service, or to cooperate with any port out request until all amounts due under the Master Agreement and this Addendum have been paid in full.
8.7 No rights in the Supplier account. Client acquires no right, title, interest or licence in or to Callers' account with any Supplier, in any subaccount, or in any credential, application programming interface key, messaging service, trunk, brand registration or campaign registration created within it, and has no right of access to any Supplier console. On expiry or termination Callers may close the subaccount, and Client acknowledges that a Supplier may permanently delete a closed subaccount and its associated data, including message and call records, after a short retention period. Client is solely responsible for exporting, before the effective date of termination, any data it requires, and Callers has no obligation to preserve, recreate or reconstruct data held by a Supplier after closure.
9. Emergency Services
9.1 The Communications Services are not a telephone service and are not a substitute for one. Except where an emergency calling capability is expressly purchased and identified in the Order Form, the Communications Services do not support and will not carry Communications to 911, 112, 999 or any other emergency service number, and do not deliver automatic number identification, callback number or dispatchable location information to any public safety answering point or emergency call centre.
9.2 Client will not use, and will not permit any of its personnel, agents, subcontractors, customers or end users to use, the Communications Services for emergency communications, for any life safety or life critical function, or as any means of contacting emergency services. Client will maintain at all times an alternative and independent means of accessing emergency services at every location and for every user from which the Communications Services may be used.
9.3 Where Client's use or configuration of the Communications Services involves the transfer of a Communication to a human agent, the assignment of a telephone number to an individual, the use of any softphone, browser based dialler, handset or other device from which a person may originate a Communication, or the use of any number provided under this Addendum as a general business telephone line, Client will: give each affected person clear written notice of the limitations in clauses 9.1 and 9.2; obtain their written acknowledgement; affix a warning notice to each such device; and retain evidence of those acknowledgements for the term and for three years afterwards. Callers will provide a form of notice on request. In all other cases, Client will ensure that no person is given any reason to believe that the Communications Services provide access to emergency services.
9.4 Where an emergency calling capability is expressly purchased, Client is solely responsible for collecting, registering and keeping current an accurate physical service address for each telephone number and each user, for compliance with all applicable direct dialling, dispatchable location and on site notification requirements, for informing every user of the differences between emergency calling over the public switched telephone network and emergency calling over internet protocol services, and for all per call, per number and per event fees assessed by any Supplier, including fees assessed where a Communication is placed from a number without a valid registered address. Callers has no liability of any kind for any consequence of an inaccurate, incomplete, missing or outdated registered address.
9.5 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CALLERS NOR ANY OF ITS AFFILIATES, SUPPLIERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL HAVE ANY LIABILITY OF ANY KIND, INCLUDING FOR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE, ARISING FROM OR RELATING TO THE UNAVAILABILITY, FAILURE, INTERRUPTION, MISROUTING OR DELAY OF ANY EMERGENCY COMMUNICATION OR OF ANY LOCATION INFORMATION. CLIENT SHALL DEFEND AND INDEMNIFY EACH OF THEM AGAINST ALL SUCH CLAIMS, INCLUDING CLAIMS BROUGHT BY CLIENT'S OWN PERSONNEL, CUSTOMERS AND END USERS AND BY THEIR FAMILY MEMBERS, DEPENDANTS, HEIRS AND ESTATES. THIS CLAUSE 9.5 IS NOT SUBJECT TO ANY EXCLUSION, LIMITATION OR CAP ON LIABILITY IN THIS ADDENDUM OR IN THE MASTER AGREEMENT. IF ANY PART OF THIS CLAUSE 9.5 IS HELD UNENFORCEABLE, IT SHALL BE MODIFIED TO THE MINIMUM EXTENT NECESSARY TO MAKE IT ENFORCEABLE AND THE REMAINDER SHALL CONTINUE IN FULL FORCE.
10. Acceptable Use
10.1 Client will comply, and will ensure that every Campaign complies, with the Acceptable Use Policy, which is incorporated into this Addendum by reference. Client will additionally comply with the acceptable use policy, messaging policy and prohibited use rules of each Supplier as notified or made available by Callers from time to time. Client acknowledges that Callers is bound by those Supplier policies as the Supplier's customer of record, that Callers is obliged to flow them down, and that a breach by Client of any Supplier policy is a breach of this Addendum.
10.2 Callers may amend the Acceptable Use Policy at any time to reflect a change in Communications Laws, a Supplier or registry requirement, an industry code, or the emergence of a new category of abuse. Callers will notify Client of any material amendment. Continued use of the Communications Services after the effective date of the amendment constitutes acceptance. Where an amendment is required by a Supplier, a regulator or a change in law, it takes effect immediately on notice.
10.3 Without limiting the Acceptable Use Policy, Client will not use the Communications Services for or in connection with: any activity that is unlawful in any jurisdiction into which the Communication is directed; debt collection, lending, credit repair, debt settlement, insurance or financial promotion otherwise than in accordance with all applicable licensing and conduct rules; cannabis, cannabidiol or controlled substances; firearms, weapons or ammunition; tobacco, vaping or nicotine products; adult or sexually explicit content; gambling or gaming otherwise than under a licensed programme in the recipient's jurisdiction; prize promotions, sweepstakes, lotteries or work from home and income opportunity offers otherwise than in accordance with applicable law; deceptive, misleading or unsubstantiated claims; phishing, smishing, social engineering, credential harvesting or fraud; impersonation of any person, business or public authority; the transmission of malware; any campaign directed at persons under the age of majority; or any technique intended to evade carrier filtering, registration, analytics or attribution.
10.4 Client will notify Callers in writing before launching any Campaign in a category identified in the Order Form as requiring prior written approval, and will not launch it until approval is given. Approval of a use case is an operational decision by Callers and is not a determination that the Campaign is lawful.
11. Know Your Customer, Cooperation and Traceback
11.1 Client will complete Callers' know your customer process before the Communications Services are enabled, including entity verification, beneficial ownership disclosure, description of each intended use case, description of its consent capture methodology, disclosure of its lead sources, traffic volume forecast, and identification of a compliance contact reachable within twenty four hours. Client will recertify annually and on any material change to its use of the Communications Services.
11.2 Client will respond to any Traceback, Supplier enquiry, regulatory enquiry, carrier complaint or consumer complaint referred to it by Callers within twenty four hours of referral, identifying the Campaign, the basis and source of consent, the source of the Contact Data, and the individual responsible.
11.3 Client will produce, within five business days of written request, any of the following: evidence of consent for any specified telephone number; the Campaign configuration, script, prompts and disclosures in force at any specified time; its do not call registry subscription identifiers and scrub logs; its telemarketing registrations, licences and bonds; its opt in flow as presented to the Called Party, including screenshots or a recorded walkthrough; and its agreements with any lead generator or data supplier.
11.4 Client irrevocably authorises Callers to disclose Client's identity, corporate details, contact details, account records, traffic and call detail records, Campaign configuration, and any material provided under clauses 11.2 and 11.3, to any Supplier, industry traceback body, numbering authority, court, regulator or law enforcement agency, and to identify Client as the originating end user of any Communication, in each case without further notice to or consent from Client where notice is not required by law.
11.5 Client will maintain, and will make available to Callers on request, a written compliance programme covering consent capture, list hygiene, suppression, calling windows, disclosure delivery, complaint handling and record retention.
11.6 Failure to comply with clause 11.2 or 11.3 is a material breach of this Addendum that is incapable of cure.
12. Monitoring, Suspension, Blocking and Throttling
12.1 Callers may monitor traffic patterns, complaint rates, opt out rates, call durations, answer rates and message delivery outcomes for the purposes of network integrity, fraud prevention, Supplier compliance and regulatory compliance. Callers has no obligation to monitor content and does not do so as a matter of course.
12.2 Callers may immediately suspend, throttle, filter, rate limit or block all or any part of Client's access to the Communications Services or Client's traffic, in whole or by destination, number, Campaign, channel, account or subaccount, without prior notice, where Callers reasonably believes that any of the following applies: the traffic violates or may violate any Communications Law, industry code, Supplier requirement or the Acceptable Use Policy; the traffic is or may be unlawful, fraudulent, deceptive, misdirected or unauthorised; a Supplier, carrier, aggregator, registry, numbering authority, court, regulator or law enforcement agency has requested, ordered, recommended or threatened blocking, delisting, filtering or refusal of the traffic, or has ceased to make capacity available in respect of Client; Client has failed to respond within the period specified in clause 11.2; complaint, opt out, short duration call, answer rate or other quality metrics exceed the thresholds stated in the Order Form or applied by any Supplier; traffic patterns are anomalous or consistent with toll fraud, international revenue share fraud, traffic pumping, snowshoeing, number rotation or denial of service; Client is in arrears, has exceeded a credit limit, or has exhausted a prepaid balance or deposit; or continued transmission would in Callers' reasonable opinion expose Callers or any Supplier to regulatory, carrier, financial or reputational risk.
12.3 Any suspension, blocking or throttling under this clause 12 does not relieve Client of any payment obligation, does not entitle Client to any refund, credit, service level remedy, extension of term or other compensation, and is excluded from any availability or service level commitment. Callers has no liability of any kind arising from any action taken or omitted under this clause 12, including any liability for lost revenue, lost leads, lost campaign value or business interruption.
12.4 Callers may require, as a condition of restoring service, any of the following: a written remediation plan; evidence of consent for the affected traffic; changes to Campaign content, configuration or targeting; a reduction in volume; an increased deposit or reduced credit limit; re registration of a messaging brand or campaign at Client's cost; or an independent compliance review at Client's cost.
12.5 Callers may set and adjust geographic permissions, destination allow lists, concurrency limits, per second and per day volume caps, spend caps and rate limits at its discretion and without notice.
12.6 Repeated suspensions, or a single suspension arising from conduct that Callers reasonably believes to be unlawful, entitle Callers to terminate under clause 22 with immediate effect.
12.7 Upstream and cross tenant events. Client acknowledges that the Communications Services depend on Callers' account with one or more Suppliers, and that the suspension, restriction, throttling, delisting or termination of that account, or of any capability within it, may interrupt or terminate the Communications Services irrespective of Client's own compliance and irrespective of the conduct of any other customer of Callers. Callers will use commercially reasonable efforts to isolate the effect of any such event, including by segregating traffic between subaccounts, but gives no assurance that isolation will be effective and has no liability of any kind, whether to Client or to any third party, for any interruption, restriction or termination arising from an upstream event or from the conduct of another customer of Callers. This clause 12.7 does not limit clause 22.3.
13. Fraud and Unauthorised Use
13.1 Client is responsible for, and will pay for, all usage originated under its account, subaccount, credentials, application programming interface keys, tokens, session initiation protocol endpoints, trunks or assigned numbers, including usage that is unauthorised or fraudulent and usage resulting from the compromise, misconfiguration or misuse of Client's systems, credentials, integrations or personnel. This includes toll fraud, international revenue share fraud, premium rate traffic, artificially inflated traffic, message pumping, one time passcode pumping, traffic pumping to Client's own numbers, and denial of service traffic.
13.2 Callers has no obligation to detect, prevent, limit, alert on or interrupt fraudulent or anomalous usage. Any monitoring, usage trigger, alert, spend cap, geographic permission, fraud guard or similar control made available by Callers is provided as a courtesy on an as is basis, may fail or be bypassed, does not guarantee prevention, and does not transfer any liability for usage to Callers.
13.3 Client will keep its credentials and endpoints secure, will enable and maintain the fraud controls made available to it, will validate destination numbers in any user facing flow that triggers a Communication, will notify Callers within twenty four hours of any suspected compromise or anomalous usage, and will cooperate fully in investigation and mitigation.
13.4 Callers may at any time require a security deposit, a prepaid balance, a credit limit, or automatic suspension on breach of a spend or volume threshold, and may apply any deposit or balance against usage charges, including charges arising from fraudulent or unauthorised usage.
13.5 Where a Supplier declines to credit fraudulent, disputed or anomalous traffic, Client remains liable to Callers for the full amount irrespective of any dispute between Callers and that Supplier, and irrespective of whether the traffic was authorised by Client.
13.6 Client's obligations under this clause 13 are not subject to any exclusion, limitation or cap on liability in this Addendum or in the Master Agreement.
14. Charges, Regulatory Charges and Billing
14.1 Charges for the Communications Services are usage based, are set out in the Order Form, are additional to the subscription fees payable under the Master Agreement, are not included in any subscription allowance, and are not subject to any commitment credit, rollover or carry forward.
14.2 All charges are exclusive of Regulatory Charges, which Callers will invoice in addition.
14.3 Callers may add, remove, adjust or rerate any Regulatory Charge, and may introduce a regulatory cost recovery fee, on notice, to reflect any change in an applicable rate, contribution factor, jurisdictional assessment, Supplier fee or registry fee, including any change with retroactive effect. Where a Regulatory Charge is assessed against Callers retroactively in respect of Client's traffic or Client's account, Client will reimburse Callers for the assessed amount together with interest, penalties and reasonable professional costs, within thirty days of invoice. This clause 14.3 survives termination.
14.4 Callers may pass through, at cost or at cost plus the administrative fee stated in the Order Form, all Supplier, aggregator, carrier and registry charges, including brand and campaign registration, vetting and revetting fees, per message carrier surcharges, number setup and recurring charges, short code fees, emergency address and unregistered emergency call fees, number reputation remediation fees, and any fine or penalty attributable to Client's traffic.
14.5 Client will provide every exemption, resale or direct contribution certificate on which it relies, in valid and current form, on or before the service commencement date, and will notify Callers immediately if any certificate expires or is withdrawn. Absent a valid certificate, Client pays the charge. Client indemnifies Callers against any assessment, interest, penalty and cost arising from an invalid, expired, withdrawn or misapplied certificate.
14.6 All payments are due without set off, counterclaim, deduction or withholding. Where Client is required by law to withhold or deduct any amount, Client will gross up the payment so that Callers receives the full invoiced amount.
14.7 Rates for the Communications Services may be changed on thirty days' written notice, and with immediate effect where the change results from a Supplier rate change, a change in law, a change in a Regulatory Charge, or a change in the cost of terminating traffic to a particular destination.
14.8 Billing measurement. Voice usage is measured and rounded in the billing increment stated in the Order Form, with any stated minimum billable duration applied on a per Communication basis. Communications that connect and are then abandoned, and Communications answered by voicemail, an answering machine or an automated system, are billable. Messages are billed per segment as determined by the terminating carrier, and a single message may comprise multiple billable segments depending on length and character encoding. Callers' records of usage are presumed accurate and will be treated as correct in the absence of proof of error.
14.9 Billing disputes. Client must notify Callers of any disputed charge in writing within thirty days of the invoice date, stating the basis of the dispute in reasonable detail. Client must pay all undisputed amounts when due. Any charge not disputed within that period is accepted and may not later be challenged.
14.10 Late payment. Callers may charge interest on overdue amounts at the lower of one and one half per cent per month and the maximum rate permitted by law, and may suspend the Communications Services under clause 12 while any amount is overdue.
14.11 No reduction by reason of account structure. Client acknowledges that Callers is invoiced by each Supplier for all usage originated in Client's subaccount, that Callers becomes liable to that Supplier for those amounts on origination and irrespective of whether Client pays, and that the segmentation of usage into a subaccount is for measurement and administration only. Client's obligation to pay charges, Regulatory Charges, Supplier fees, Supplier fines and amounts arising from fraudulent or unauthorised use is not reduced, deferred, capped or made contingent by reason of the account or subaccount structure, by any dispute between Callers and a Supplier, or by any credit, adjustment or waiver that Callers may or may not obtain from a Supplier.
15. Data Protection, Recording and Traffic Data
15.1 As between the Parties, Client is the controller, or the business, in respect of Contact Data, Communications content, call recordings, transcripts and Campaign outputs. Callers processes that data as processor, or as service provider, on Client's documented instructions and in accordance with the Callers Data Protection Addendum, which is incorporated into this Addendum by reference.
15.2 Client warrants that it has provided every notice, and holds every lawful basis, consent and authorisation required for the collection and use of Contact Data and for its disclosure to Callers, to Callers' subprocessors and to Suppliers in the jurisdictions in which they operate, and that it has the right to instruct the processing contemplated by this Addendum.
15.3 Recording. Where Client enables recording, monitoring or transcription of Communications, Client alone determines whether to do so and is solely responsible for identifying and satisfying the applicable consent standard, including any requirement for the consent of all parties to the Communication, for configuring and verifying the recording disclosure, for any requirement to pause or suppress recording while sensitive data is captured, and for the lawful retention, security, access, disclosure and deletion of the resulting records. Client acknowledges that recording without required consent may give rise to criminal as well as civil liability, and that Callers enables recording solely at Client's instruction and configuration. The Services include recording, monitoring and transcription functionality. Client controls, through its account configuration, whether it is used for its Campaigns, and Client is responsible for configuring and verifying the required recording disclosure and satisfying the applicable consent standard before any recording occurs.
15.4 Client acknowledges that information relating to the quantity, technical configuration, type, destination, location and amount of its use of the Communications Services may constitute customer proprietary network information or equivalent confidential customer information under Communications Laws, and consents to Callers using and disclosing that information as required or permitted by law and in accordance with Callers' published policies.
15.5 Where Client is a regulated financial institution, insurer, healthcare provider or other regulated entity, Client is solely responsible for determining whether the Communications Services are compatible with its confidentiality, secrecy, outsourcing, records retention, business continuity and supervisory notification obligations, and for obtaining any regulatory consent, approval or filing required before deployment. Callers gives no assurance that the Communications Services meet any sector specific standard unless expressly stated in the Order Form.
16. Client Regulatory Status and No Resale
16.1 Client warrants that it holds, and will maintain in good standing, every registration, licence, filing, bond, permit and authorisation required for it to conduct its Campaigns and, where applicable, to receive telecommunications services, in each jurisdiction in which it operates or into which it directs Communications, and will provide evidence within five business days of request.
16.2 Client will not resell, sublicense, white label, rebrand, or otherwise make the Communications Services available to any third party, and will not use them to provide a communications, messaging or contact centre service to any third party, without Callers' prior written consent. This clause 16.2 prevails over any statement in the Master Agreement or any Purchase Order concerning the purpose of the relationship or Client's integration of the services into its own offering.
16.3 Where Callers gives consent under clause 16.2, Client will, before providing any service to a third party: register with every applicable telecommunications regulator as a reseller or service provider; file any required mitigation plan or certification; conduct and document know your customer diligence on each of its own customers; and impose on each of them contractual obligations no less protective of Callers than those in this Addendum, with Callers named as an intended third party beneficiary. Client remains primarily liable to Callers for the acts and omissions of its customers as if they were Client's own.
16.4 Client will notify Callers in writing within five business days of any of the following: a regulatory enquiry, investigation, subpoena, civil investigative demand or enforcement action relating to its Campaigns; a class action or representative claim relating to its Campaigns; a carrier or registry delisting, suspension or fine; a state attorney general enquiry; a notice of violation; or the loss, suspension or non renewal of any registration, licence or bond referred to in clause 16.1.
17. Mutual Representations
17.1 Each Party represents and warrants that it has full right, power, capacity and authority to enter into this Addendum and to perform its obligations, and that its execution and performance do not conflict with any other agreement or obligation binding on it.
17.2 Client represents and warrants that it has independently satisfied itself, with the benefit of its own legal advice, that its intended use of the Communications Services is lawful in every jurisdiction into which it directs Communications, and that it is not relying on any statement, representation, template or guidance of Callers in reaching that conclusion.
18. Disclaimers
18.1 THE COMMUNICATIONS SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALLERS DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NON INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY, TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
18.2 Callers does not warrant that the Communications Services will be uninterrupted, timely, secure or error free, that any Communication will be delivered, answered, completed or free from filtering, or that any defect will be corrected.
18.3 Nothing in this Addendum, the Master Agreement, the Acceptable Use Policy, any Callers documentation, any template, or any statement by any Callers personnel constitutes a representation, warranty or advice that any Campaign, script, disclosure, consent practice or contact list is or will be compliant with any Communications Law.
18.4 Callers is not responsible for the acts, omissions, outages, rate changes, policy changes, filtering decisions, blocking decisions, labelling decisions, delisting decisions or service withdrawals of any Supplier, carrier, aggregator, registry, numbering authority, analytics provider, handset manufacturer or operating system.
19. Indemnity
19.1 Client will defend, indemnify and hold harmless Callers, its parent, subsidiaries and affiliates, and each of their respective directors, officers, employees, agents and contractors, and will indemnify each Supplier, each of which is an intended third party beneficiary of this clause 19, from and against any and all claims, demands, actions, suits, proceedings, investigations, enquiries, civil investigative demands, subpoenas, regulatory enforcement actions, forfeiture orders, fines, civil penalties, statutory damages, treble or enhanced damages, carrier chargebacks and penalties, settlements, awards, judgments, losses, liabilities, damages, whether direct or consequential, and all costs and expenses of every kind, including reasonable legal, professional, expert, forensic and e discovery fees and the internal cost of responding to regulatory or third party process, arising out of or in any way related to:
(a) Client's use of the Communications Services or the Services, or any breach of this Addendum or the Acceptable Use Policy;
(b) any script, prompt, message, disclosure, knowledge base content, Contact Data, contact list, lead source, opt in flow or consent record supplied, selected, configured, procured or approved by Client;
(c) any actual or alleged breach of clauses 5, 6, 7, 8.3, 8.4, 10, 11, 13, 15, 16 or 25;
(d) any actual or alleged violation of any Communications Law, industry code or Supplier requirement in connection with Client's traffic, including any allegation that a Communication was made or sent without valid consent, to a number on any do not call or suppression list, outside permitted hours, in excess of a permitted frequency, with inaccurate or misleading calling party identification, without required identification of the party on whose behalf it was made, or without a required artificial voice, automated system or artificial intelligence disclosure;
(e) any claim relating to the recording, monitoring, storage, transcription, disclosure or retention of any Communication;
(f) emergency services, as further provided in clause 9.5;
(g) any claim by Client's own customers, end users, personnel, agents or subcontractors, or by any person claiming through them or on behalf of their estate, relating to the Communications Services;
(h) any Regulatory Charge, tax, interest, penalty or assessment referred to in clause 14; and
(i) any claim that any number presented, ported or used by Client infringes the rights of any person or was used without authority.
19.2 Client's obligations under clause 19.1 apply irrespective of whether Callers is named as a party to the matter, and irrespective of any allegation that Callers contributed to it, except to the extent that a final non appealable judgment attributes the loss to the gross negligence or wilful misconduct of Callers.
19.3 Callers may, at its option and at Client's cost, assume or participate in the defence of any matter under clause 19.1 with counsel of its own selection where the matter names Callers, an affiliate or a Supplier, alleges a violation of law, seeks injunctive or equitable relief, or could reasonably be expected to affect Callers' regulatory standing, Supplier relationships, insurance or reputation. Client will cooperate fully, will preserve, collect and produce relevant records, will make relevant personnel available, and will not settle or compromise any matter in a manner that imposes any obligation, admission, restriction or unreimbursed payment on Callers or any Supplier, or that fails to include a full and unconditional release of Callers and each affected Supplier, without Callers' prior written consent.
19.4 Client will notify Callers in writing within five business days of becoming aware of any matter that is or may become subject to this clause 19.
19.5 Client's obligations under this clause 19 are not subject to any exclusion, limitation or cap on liability in this Addendum or in the Master Agreement, and survive termination or expiry without limit in time.
20. Limitation of Liability
20.1 To the maximum extent permitted by law, neither Party is liable for any indirect, incidental, special, consequential, punitive or exemplary damages, or for any loss of profit, loss of revenue, loss of business, loss of leads or pipeline, loss of anticipated savings, loss of data or loss of goodwill, however arising and whether or not the Party was advised of the possibility.
20.2 The maximum aggregate liability of Callers, its affiliates and its Suppliers under, arising out of or relating to the Communications Services shall not exceed the total charges actually paid by Client to Callers for the affected Communications Services in the three month period immediately preceding the first event giving rise to liability. This is an aggregate cap and not a cap per claim, and multiple claims do not enlarge it. This cap is separate from, and does not increase, any cap applicable to the Services under the Master Agreement. Nothing in this Addendum excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, gross negligence, wilful misconduct, or death or personal injury caused by negligence.
20.3 Nothing in this clause 20 limits or caps any of the following obligations of Client, each of which is uncapped: its indemnity obligations under clause 19; its obligation to pay charges, usage charges and amounts arising from fraudulent or unauthorised use under clauses 13 and 14; its obligation to pay or reimburse Regulatory Charges, taxes, Supplier fines and carrier penalties under clauses 6.7 and 14; its obligations under clause 9.5; its breach of clause 16.2; and its breach of its confidentiality obligations under the Master Agreement.
20.4 The exclusions and limitations in clauses 18 and 20 apply to the maximum extent permitted by law, are an essential basis of the bargain between the Parties, and apply even if any limited remedy is found to have failed of its essential purpose. Client acknowledges that the charges for the Communications Services reflect this allocation of risk and that Callers would not provide the Communications Services on these commercial terms in the absence of it.
20.5 Except for claims for non payment and claims under clause 19, and to the maximum extent permitted by applicable law, neither Party may bring any action arising out of or relating to this Addendum more than one year after the date on which the cause of action accrued.
21. Insurance
21.1 Client will maintain, throughout the term and for two years afterwards, with insurers of recognised standing: technology errors and omissions and media liability insurance; commercial general liability insurance; and cyber liability insurance, each with limits not less than those stated in the Order Form and in any event not less than: for technology errors and omissions and media liability insurance, USD 2,000,000 per claim and in the aggregate; for cyber liability insurance, USD 2,000,000; and for commercial general liability insurance, USD 1,000,000 per occurrence and USD 2,000,000 in the aggregate.
21.2 Client will obtain and maintain, where such coverage is commercially available, coverage for statutory damages and defence costs under telephone consumer protection, telemarketing, anti spam and privacy statutes, will name Callers as an additional insured where available, and will notify Callers in writing within five business days if such coverage is declined, excluded, reduced, exhausted or withdrawn.
21.3 Client will provide certificates of insurance before the Communications Services are enabled and on each renewal, and on request. Insurance does not limit Client's obligations under clause 19.
22. Suspension and Termination
22.1 Callers may terminate this Addendum, the Order Form, or the Communications Services alone, with immediate effect and without any cure period, on written notice, where: Client breaches clause 5, 6, 7, 9, 10, 11, 13, 15, 16 or 25; the breach is by its nature incapable of cure; Callers reasonably believes Client's traffic is unlawful, fraudulent or deceptive; a Supplier, carrier, registry, numbering authority, court, regulator or law enforcement agency requires or orders that Client's traffic cease, or ceases to make capacity available to Callers in respect of Client; Callers reasonably believes that continued provision would expose Callers or any Supplier to regulatory sanction, carrier blocking, delisting or material reputational harm; Client fails to respond within the period specified in clause 11.2; Client fails to maintain a required deposit, prepaid balance or insurance; or Client becomes insolvent, suspends payment, enters administration, or has a receiver, liquidator or trustee appointed.
22.2 Either Party may terminate the Communications Services on sixty days' written notice, without cause, subject to any minimum commitment or term stated in the Order Form or the Master Agreement.
22.3 Callers may terminate or modify the Communications Services on thirty days' notice, or immediately where required by a Supplier, a regulator or a change in law, where a Supplier ceases to provide the underlying capacity or materially changes its terms, or where continued provision ceases to be commercially or legally viable.
22.4 On expiry or termination for any reason: all accrued charges, usage charges, Regulatory Charges, Supplier and carrier fines, unrecovered setup, number, registration and vetting fees, and any remaining minimum commitment become immediately due and payable; Callers may release, reclaim or disconnect all numbers assigned to Client; Client is solely responsible for initiating any port out before the effective date; and Callers has no obligation to release numbers or to cooperate with any port out until all amounts due are paid in full.
22.5 Clauses 4, 9, 11.4, 13, 14.3, 14.5, 15, 16.4, 18, 19, 20, 21, 24 and 25 survive termination or expiry of this Addendum.
23. Records and Audit
23.1 Client will maintain complete and accurate records of its compliance with clauses 5, 6, 7, 10, 11, 15 and 25 throughout the term and for the retention periods stated in clauses 5.3 and 6, and in any event for not less than five years after the termination of this Addendum.
23.2 Callers may, on ten business days' written notice and not more than twice in any twelve month period except where Callers has reasonable grounds to suspect non compliance, audit Client's compliance with this Addendum, either itself or through an independent third party bound by confidentiality obligations. Client will provide reasonable access to relevant records, systems, personnel and consent evidence. Audits will be conducted during normal business hours and with reasonable regard to Client's operations.
23.3 Each Party bears its own costs of an audit, except that Client bears Callers' reasonable costs where the audit reveals a material breach.
23.4 An audit, or the absence of an audit, does not constitute approval of any Campaign, does not reduce Client's obligations, and does not give rise to any liability of Callers.
24. Miscellaneous
24.1 Governing law and dispute resolution. This Addendum and any dispute arising out of or in connection with it are governed by the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. Dispute resolution, including the agreement to arbitrate, the forum for disputes and the waiver of trial by jury, is governed exclusively by the dispute resolution provisions of the Master Agreement, which are incorporated into this Addendum by reference and prevail over any inconsistent provision of this Addendum. The waiver of class, collective and representative proceedings in clause 24.3 continues to apply and is consistent with those provisions.
24.2 Reserved. The waiver of trial by jury applicable to this Addendum is set out in the dispute resolution provisions of the Master Agreement, as provided in clause 24.1.
24.3 Class action waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLAIM AGAINST THE OTHER AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS OR REPRESENTATIVE PROCEEDING, AND NO COURT OR ARBITRATOR MAY CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON WITHOUT THE WRITTEN CONSENT OF ALL PARTIES.
24.4 Force majeure. Neither Party is liable for any failure or delay in performance caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic, war, terrorism, civil unrest, labour dispute, act or order of any government or regulator, change in law, failure or interruption of the public internet or of any telecommunications network, power failure, cyber attack, and any act, omission, outage, filtering decision, blocking decision, policy change, capacity withdrawal or service withdrawal by any Supplier, carrier, aggregator, registry or numbering authority. Payment obligations are not excused by this clause.
24.5 Notices. Notices under this Addendum must be in writing and are effective on delivery to the address or email stated in the Order Form, or on confirmed transmission where sent by email to the notice address. Each Party will maintain a current notice address. Client will in addition maintain a compliance escalation contact reachable within twenty four hours, including outside business hours, for the purposes of clause 11.2.
24.6 Assignment. Client may not assign, novate or transfer this Addendum or any right or obligation under it, whether by operation of law, change of control or otherwise, without Callers' prior written consent. Callers may assign or novate this Addendum, in whole or in part, to any affiliate or to any successor in connection with a merger, reorganisation or sale of assets.
24.7 Amendment. Except for amendments to the Acceptable Use Policy under clause 10.2, to rates and Regulatory Charges under clause 14, and to permissions and limits under clause 12.5, this Addendum may be amended only by a written instrument signed by both Parties.
24.8 Severability and waiver. If any provision of this Addendum is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remainder of this Addendum continues in full force. No failure or delay in exercising any right operates as a waiver of it.
24.9 No third party rights except as stated. Except for the Suppliers identified as intended third party beneficiaries of clauses 9.5 and 19, this Addendum confers no right on any third party.
24.10 Entire agreement. This Addendum, together with the Order Form, the Acceptable Use Policy, the Data Protection Addendum and the Master Agreement, constitutes the entire agreement between the Parties in respect of the Communications Services and supersedes all prior proposals, representations and understandings, whether oral or written. Neither Party relies on any statement not expressly set out in those documents.
24.11 Counterparts and electronic signature. This Addendum may be executed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.
25. United States Regulatory Provisions
This clause 25 applies to all Communications to or from United States telephone numbers and to all Campaigns directed at Called Parties located in the United States. Where it conflicts with any other provision of this Addendum, this clause 25 prevails.
25.1 Applicable law
For the purposes of this Addendum, Communications Laws include without limitation: the Telephone Consumer Protection Act, 47 U.S.C. 227, and the implementing rules of the Federal Communications Commission at 47 C.F.R. 64.1200; the Truth in Caller ID Act, 47 U.S.C. 227(e); the Pallone-Thune TRACED Act and the FCC rules made under it, including caller identification authentication and robocall mitigation requirements; the Federal Trade Commission Telemarketing Sales Rule, 16 C.F.R. Part 310, including the prohibition in section 310.3(b) on providing substantial assistance or support to a seller or telemarketer whose conduct violates that Rule; state telephone solicitation, telemarketing and automatic dialling statutes; federal and state do not call requirements; state wiretap, eavesdropping and call recording statutes; state statutes governing the disclosure of artificial intelligence or automated systems; the CAN-SPAM Act; the CTIA Messaging Principles and Best Practices; the requirements of The Campaign Registry and of the terminating wireless carriers; and, where applicable to Client, the Health Insurance Portability and Accountability Act, the Fair Debt Collection Practices Act, the Fair Credit Reporting Act and Regulation F.
25.2 Consent standard
25.2.1 Client will obtain prior express written consent satisfying 47 C.F.R. 64.1200(f) before making any Communication that constitutes telemarketing or advertising using an artificial or prerecorded voice or an automatic telephone dialling system, and prior express consent before making any other non emergency Communication to a wireless number.
25.2.2 Client acknowledges that the FCC has determined that voices generated by artificial intelligence, including cloned voices and real time conversational agents, are artificial voices for the purposes of the Telephone Consumer Protection Act, and that every Communication originated using the Services is therefore subject to the artificial voice rules irrespective of the dialling method used.
25.2.3 Client acknowledges the following as at the Addendum Effective Date, accepts that Callers gives no warranty as to the current or future state of these rules, and accepts sole responsibility for monitoring them and for adapting its practices at its own cost: the FCC rule that would have required prior express written consent to be given to a single identified seller and to be logically and topically associated with the interaction that prompted it was vacated by the United States Court of Appeals for the Eleventh Circuit in Insurance Marketing Coalition v. FCC and was subsequently deleted by the FCC, with the result that the earlier prior express written consent standard applies; the FCC consent revocation rules requiring a caller to honour revocation made by any reasonable means, to honour standard opt out keywords, and to act within ten business days, are in force; the requirement that a revocation made in response to one category of message be applied to all future calls and texts from the same caller on unrelated subjects has been deferred; and a rulemaking proposing mandatory in call disclosure of the use of artificial intelligence and artificial intelligence specific consent language remains pending.
25.3 Artificial voice call requirements
25.3.1 Every Communication using an artificial or prerecorded voice will state clearly at the beginning of the message the identity of the business, individual or entity responsible for initiating it, and will state during or after the message a telephone number at which that business, individual or entity can be reached. That telephone number will not be a 900 number or any number for which charges exceed local or long distance transmission charges, and will permit an individual to make a do not call request during regular business hours.
25.3.2 Where a Communication constitutes telemarketing and uses an artificial or prerecorded voice, Client will ensure that the Campaign provides an automated, interactive voice and keypress activated opt out mechanism, announced at the outset of the message and available throughout its duration, that upon invocation automatically records the number called and adds it to Client's internal do not call list and immediately terminates the Communication. Where the Communication is answered by an answering machine or voicemail, the message will include a toll free number that connects to an automated interactive opt out mechanism.
25.3.3 Client will not configure the Services in any way that defeats, delays, shortens or reduces the prominence of the identification required by clause 25.3.1 or the opt out mechanism required by clause 25.3.2.
25.4 Do not call
Client will hold its own subscription to the National Do Not Call Registry and its own Subscription Account Number, will hold subscriptions to every applicable state registry, and will not access or use any subscription, Subscription Account Number or identifier held by Callers. Client will maintain an internal do not call list, will honour requests placed on it indefinitely unless applicable law expressly permits otherwise, and will retain records of each request and each scrub.
25.5 State telephone solicitation statutes
Client is responsible for compliance with every state statute imposing obligations stricter than federal law, including without limitation those of Florida, Oklahoma, Washington, Maryland, Texas, Oregon and Virginia. Client acknowledges that these statutes variously impose definitions of automatic dialling equipment broader than the federal definition, narrower permitted calling windows, caps on the number of solicitation calls that may be made to the same number within a twenty four hour period that apply irrespective of consent, extended retention periods for opt out records, mandatory registration and surety bonding, and private rights of action with statutory damages. Client warrants that it holds every registration, licence and bond required, including registration with the Texas Secretary of State and the associated bond and registration with the Oklahoma Attorney General, and will provide evidence within five business days of request.
25.6 Artificial intelligence disclosure
Client is responsible for compliance with every federal and state requirement to disclose the use of artificial intelligence or of an automated system, including without limitation obligations applicable in California to automated calls using an artificial voice, disclosure timing obligations in Texas, generative artificial intelligence disclosure obligations in Utah, chatbot disclosure obligations in Maine, and automated decision obligations in Colorado as they come into force. Client will configure the Services to deliver the disclosure required by the strictest applicable rule and will not shorten, delay or remove it.
25.7 Call recording
Client is responsible for identifying and satisfying the applicable consent standard in each state, including in states requiring the consent of all parties to the Communication, and acknowledges that recording without required consent may give rise to criminal liability and to statutory damages under state wiretap and eavesdropping statutes. Client is responsible for suppressing or pausing recording where required in respect of payment card or other sensitive data.
25.8 Telemarketing Sales Rule
Where the Telemarketing Sales Rule applies to Client, Client will comply with it, including the restrictions on misrepresentation, the prohibition on calls to numbers on the National Do Not Call Registry absent an applicable exemption, the transmission of accurate caller identification, the abandoned call limits and the associated safe harbour conditions, the express verifiable authorisation requirements for certain payment methods, and the recordkeeping requirements. Client acknowledges that the Rule prohibits any person from providing substantial assistance to a seller or telemarketer where that person knows or consciously avoids knowing of a violation, that Callers relies on Client's representations and on the information Client provides under clauses 11 and 25 in order to discharge its own obligations, and that any material misstatement or omission by Client in that information is a material breach of this Addendum.
25.9 Caller identification authentication
Client acknowledges that Communications are subject to caller identification authentication and to analytics based blocking, filtering and labelling by terminating carriers and third party analytics providers, that attestation levels and analytics outcomes are determined by those third parties and not by Callers, and that Callers gives no warranty as to attestation, delivery, labelling or answer rate. Client will not present any calling number it is not authorised to use, will not use any number, routing or configuration intended to obtain a higher attestation than its traffic warrants, and will cooperate with any Traceback under clause 11.
25.10 Reassigned numbers
Client will query the FCC Reassigned Numbers Database, or a commercial service that queries it, in respect of every number in its Contact Data before each Campaign, and will retain records of each query in a form sufficient to establish the safe harbour where one is available.
25.11 Messaging
Client will complete A2P 10DLC brand and campaign registration through The Campaign Registry, in its own business identity in accordance with clause 6.1A, will not send traffic before registration is approved, will keep registration current and renew it before it lapses, will register a separate campaign for each distinct use case, and will comply with the CTIA Messaging Principles and Best Practices, including the prohibitions and restrictions applicable to content relating to sex, hate, alcohol, firearms, tobacco, vaping, cannabis, cannabidiol, lending, debt collection, credit repair and gambling.
25.12 Emergency calling
Client acknowledges that the Communications Services do not provide access to 911 unless expressly purchased under clause 9.4, and that Suppliers prohibit the use of their numbers to provide emergency services. Where an emergency calling capability is expressly purchased, Client is responsible for compliance with Kari's Law and with section 506 of the RAY BAUM'S Act, including direct dialling of 911 without a prefix or access code, conveyance of dispatchable location, and notification to a central location on the premises when a 911 call is placed, and for all per call fees assessed where a Communication is placed from a number without a valid registered address.
25.13 Privacy
Client is responsible for compliance with all applicable federal and state privacy and consumer data protection law in respect of Contact Data and Communications content, including any applicable state comprehensive privacy statute and any requirement to provide notice of, or an opt out from, profiling or automated decision making. Where Client is subject to the Health Insurance Portability and Accountability Act, Client will not transmit protected health information using the Communications Services unless a business associate agreement is in effect between the Parties.
AGREED by the Parties through their authorised representatives.
For and on behalf of Amy Insight Inc ("Callers")
Name: ______________________________ Title: ______________________________
Signature: __________________________ Date: ______________________________
Emergency Services Acknowledgement (Section 9). By signing, Client acknowledges and agrees that the Communications Services do not support 911 or other emergency calling unless expressly purchased and configured, that any 911 capability is limited as described in Section 9, and that Client is responsible for providing the notices and obtaining the acknowledgements described in Section 9.3 where it assigns numbers to, or enables calling for, individual end users.
For and on behalf of ____________________________________ ("Client")
Name: ______________________________ Title: ______________________________
Signature: __________________________ Date: ______________________________
ANNEX A
Communications Services Order Form and Rate Card
Client: ____________________________________ Order Form date: ______________
Jurisdiction: United States only. Communications to any other jurisdiction require a separate jurisdiction addendum.
Approved use cases: ____________________________________________________________
Use cases requiring prior written approval before launch: ______________________
Quality thresholds. Callers may suspend or throttle where any of the following is exceeded, in each case as such thresholds may be tightened to align with Supplier and CTIA requirements as updated from time to time: complaint rate 0.1 per cent; opt out rate 3 per cent; calls under 6 seconds as a proportion of total calls 15 per cent; message delivery failure rate 10 per cent.
Insurance limits required under clause 21 (to be carried and maintained by Client): technology errors and omissions and media liability USD 1,000,000 per claim and USD 2,000,000 in the aggregate; commercial general liability USD 1,000,000 per occurrence and USD 2,000,000 in the aggregate; cyber liability USD 1,000,000.
Compliance escalation contact, reachable within twenty four hours: ______________________________
Rates and commercial terms:
Item | Unit | Rate | Notes |
Outbound voice, United States | per minute | $0.018 per minute | Voice billed in 6 seconds increments with a 6 seconds minimum billable duration (6/6), applied per Communication to all voice usage |
Inbound voice, United States | per minute | $0.012 per minute | Voice billed in 6 seconds increments with a 6 seconds minimum billable duration (6/6), applied per Communication to all voice usage |
Local telephone number | per number per month | $1.15 per number per month | No one-time setup fee (USD 0.00 per number) |
Toll free telephone number | per number per month | $2.00 per number per month | |
Outbound SMS, US | per segment | $0.01 per segment | Carrier surcharges passed through separately |
Inbound SMS, US | per segment | $0.01 per segment | |
A2P brand registration | one time | $5 one-time | Pass through at cost plus administrative fee |
A2P campaign registration | monthly | $10/month per campaign, ongoing | Pass through at cost plus administrative fee |
Administrative fee on pass through items | percentage | 15% | Applies to any additional Supplier, carrier, or registry services or fees that Client requests and that are not separately priced in this table; such items are charged at Callers' cost plus this administrative fee |
Security deposit or prepaid balance | amount | $100 prepaid minimum | Required before service commencement |
Credit limit and auto suspend threshold | amount | Suspend at $0 balance | |
Enabled destinations | list | United States only | All destinations not listed are blocked by default |
Concurrency limit | channels | 50 |
Signed for Callers: ______________________ Signed for Client: ______________________
ANNEX B
Acceptable Use Policy for Communications Services
This Acceptable Use Policy ("AUP") governs Client's use of the Communications Services and forms part of the Addendum. It applies in addition to, and incorporates by reference, the acceptable use policy and the service and country specific requirements of Callers' underlying communications supplier or suppliers, as made available by Callers and amended from time to time. Where this AUP and a Supplier policy differ, the more restrictive term applies.
1. Prohibited activities. Client will not use, and will not permit any Called Party interaction or Campaign to use, the Communications Services to engage in or encourage any activity that is illegal, deceptive, harmful, or a violation of the rights of others, including: (a) violating any law, regulation, governmental order, industry standard, or telecommunications provider requirement in any applicable jurisdiction; (b) transmitting unlawful, fraudulent, deceptive, harassing, or misleading content; or (c) any activity prohibited by the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), the TRACED Act, or applicable state law.
2. Identity and origin. Client will not spoof, falsify, or obscure caller identification, sender identity, or the origin of any Communication, and will transmit accurate and complete caller identification as required by law.
3. Consent, suppression and opt-out. Client will obtain and maintain all legally required consents before originating any Communication, will honor do-not-call and opt-out requests promptly, and will comply with all calling-time and frequency restrictions.
4. Messaging (A2P/10DLC). Client will register all brands and campaigns as required, will keep registrations current, and will include required opt-out language. Client will not send content that is unlawful or that falls within the prohibited SHAFT categories (sex, hate, alcohol, firearms, tobacco), and will not send content in the following restricted categories except where the campaign is separately registered for that use case, the content is expressly permitted by the applicable carrier and registry rules, and the recipient has lawfully consented: vaping and nicotine products; cannabis and cannabidiol; lending; debt collection; debt settlement; credit repair; and gambling or gaming. Client acknowledges that these restricted categories are subject to additional carrier and registry vetting, throttling, or blocking irrespective of legality, and that Client bears all resulting cost and consequence.
5. Service integrity. Client will not: bypass or attempt to bypass Service limitations; probe or exploit security vulnerabilities; conduct any denial-of-service attack; transmit malware or use bots to gain unauthorized access; or reverse engineer, copy, or decompile the Services.
6. Data safeguards. Client is solely responsible for determining whether the Communications Services offer appropriate safeguards for Client's use, including any safeguards required by law.
7. Enforcement. Callers may investigate suspected violations and may suspend or throttle the Communications Services in accordance with the Addendum. Client will cooperate with, and respond within twenty four (24) hours to, any traceback, abuse, or law-enforcement request. Suspected violations may be reported to the compliance contact stated in the Order Form.