CALL & LEAD TERMS AND CONDITIONS

(Mutual Buy-Sell)

Last updated March 17, 2026

These Call & Lead Terms and Conditions (Mutual Buy-Sell) (these "Terms") describe and govern campaigns and transactions subject to a Master Call & Lead Delivery Agreement and shall form a part of such agreement. PLEASE READ THESE TERMS CAREFULLY, AS THESE TERMS AFFECT YOUR LEGAL RIGHTS.

1. DEFINITIONS.

1.1 "Agreement" means the campaign-specific Master Call & Lead Delivery Agreement between the Parties that includes commercial terms, including campaign details.

1.2 “Buyer” shall mean whichever of Phonely or Company, as applicable, that is acting as the buyer party for a specific Campaign, Call, or Lead.

1.3 "Call" means a live inbound or outbound telephone call delivered to Buyer, whether generated, initiated, or transferred by Seller or its traffic sources.

1.4 “Company” shall mean the entity identified as the defined “Company” in the Agreement.

1.5 "Data Breach" means any unauthorized access, acquisition, use, disclosure, destruction, or alteration of Protected Data or Confidential Information (hereinafter defined).

1.6 "Lead" means a consumer inquiry, call, or contact opportunity delivered to Buyer that meets the qualification criteria set forth in the applicable Agreement.

1.7 "Qualified Call" means a Call that satisfies the duration, geographic, intent, compliance, and other objective requirements expressly set forth in the applicable Agreement.

1.8 "Campaign" means a specific call or lead delivery program operated pursuant to an Agreement.

1.9 "Party" shall mean Phonely or Company, as applicable, and, collectively, "Parties" shall mean Phonely and Company.

1.10 "Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, as defined under the California Consumer Privacy Act ("CCPA") and the California Privacy Rights Act ("CPRA"), as amended, and any regulations promulgated thereunder.

1.11 “Phonely” means Phonely, Inc., a Delaware corporation with a principal place of business at 81 Langton Street Unit 12. San Francisco, CA 94103.

1.12 "Protected Data" means all Personal Information, Sensitive Personal Information, and any other information regulated under applicable law, rule, regulation, or order.

1.13 "TCPA" means the Telephone Consumer Protection Act, 47 U.S.C. §227, and related regulations, as amended.

1.14 “Seller” shall mean whichever of Phonely or Company, as applicable, that is acting as the seller party for a specific Campaign, Call, or Lead.

1.15 "Sensitive Personal Information" means Personal Information that reveals a consumer's social security, driver's license, state identification card, or passport number; account log-in, financial account, debit card, or credit card number in combination with any required security or access code, password, or credentials allowing access to an account; precise geolocation; racial or ethnic origin, religious or philosophical beliefs, or union membership; the contents of a consumer's mail, email, and text messages unless the business is the intended recipient of the communication; genetic data; biometric information for the purpose of uniquely identifying a consumer; health information; or information concerning a consumer's sex life or sexual orientation.

2. CALL & LEAD DELIVERY SERVICES. Seller shall generate and deliver Calls and/or Leads to Buyer in strict accordance with the applicable Agreement. Seller shall use good faith, reasonable commercial efforts to deliver Buyer Qualified Calls and qualified Leads.

3. CALL QUALIFICATION & ACCEPTANCE.

3.1 Conditional Acceptance. Calls and Leads are subject to review and acceptance by Buyer based on the qualification criteria set forth in the applicable Agreement.

3.2 Objective Criteria. Only Calls meeting the objective requirements in the Agreement and these Terms (including, without, limitation, duration, geography, and intent) are considered Qualified Calls.

3.3 Non-Billable Calls. Without limiting the generality of the foregoing, Seller shall not bill and Buyer shall not be obligated to pay for any Calls that are: (a) below minimum duration; (b) outside the approved geographic area; (c) duplicate, fraudulent, or artificial; (d) contain atypical periods of silence, IVR (interactive voice response) loops, or spam; or (e) generated through legally prohibited traffic sources or methods.

4. PRICING & PAYMENT.

4.1 Rates. Buyer shall pay Seller the rates specified in the applicable Agreement and these Terms on a pay-per-call or pay-per-lead basis solely for Qualified Calls and qualified Leads that are successfully delivered to Buyer.

4.2 Invoicing. Seller shall invoice Buyer monthly for Qualified Calls and qualified Leads unless otherwise specified in the Agreement.

4.3 Payment Terms. Payments of properly invoiced amounts shall be made within Net 30 days following receipt of a valid invoice. If payment is not timely made, Buyer shall pay interest on all late payments at the lesser of the rate of 10% per annum or the highest rate permissible under applicable law, calculated daily.

4.4 Offsets/Setoff. Buyer shall not have any right to offset, deduct, recoup, or withhold from any amounts due or payable to Seller under the Agreement or these Terms any amounts owed from Seller to Buyer unless Seller consents to the same or such amount is reduced to a final, non-appealable judgment or arbitration order. Buyer shall provide written notice to Seller of any offset applied against amounts otherwise due to Seller, which notice shall include a reasonably detailed explanation of the basis for such offset. Buyer's right to offset as set forth in this Section shall be in addition to, and not in lieu of, any other rights or remedies available to Buyer under these Terms, the Agreement, at law, or in equity. Nothing in this Section shall limit Buyer's right to terminate the Agreement pursuant to the Agreement or these Terms.

5. COMPLIANCE & REPRESENTATIONS.

5.1 Seller Compliance. Seller represents and warrants to Buyer that all Calls and Leads:

(a) are generated in compliance with all laws, rules, regulations, and orders, including, without limitation, TCPA and all federal and state telemarketing regulations, applicable to Seller;

(b) are not generated using autodialers or artificial/ prerecorded voices unless express, written consent in compliance with all laws, rules, regulations, and orders has been obtained and documented with proper documentation maintained for a minimum of four (4) years;

(d) include all required consumer consents with proper documentation maintained for a minimum of four (4) years.

5.2 Consent Requirements. Seller shall obtain and maintain records of prior express written consent for all calls made using autodialers or artificial/prerecorded voices. Such consent must clearly authorize calls to the specific telephone number, identify the business making the calls, and include the consumer's signature or electronic signature. Provided, however, this provision shall not be deemed to permit Seller to use robocalls, which is expressly prohibited under these Terms.

5.3 Do Not Call Compliance. Seller shall maintain and honor all applicable Do Not Call registries and shall not contact consumers who have requested to be placed on Seller's internal do not call list.

5.4 Data Privacy Compliance. Seller further represents and warrants to Buyer that it complies with all privacy laws, rules, regulations, and orders, including but not limited to the CCPA, CPRA, and any other state or federal privacy regulations, applicable to Seller. Seller shall implement appropriate technical and organizational measures to protect Protected Data.

5.5 Audit Rights. Buyer may reasonably audit Seller’s traffic sources and compliance documentation upon notice. Upon request of Buyer, Seller shall promptly provide all documentation and information reasonably requested by Buyer electronically to Buyer. Buyer shall keep and hold all documentation and information provided by Seller as confidential.

5.6 During the term of the Agreement, each Party will maintain in full force and effect at its sole cost and expense: (a) general liability insurance with customary and commercially reasonable limits, which policy will include contractual liability coverage insuring the activities of Party under these Terms or the Agreement; (b) cyber liability insurance, including first-party and third-party coverage, with customary and commercially reasonable limits; and (c) workers’ compensation and employers’ liability insurance with limits no less than the minimum amount required by applicable Law for each accident and occupational illness claim. Such insurance must be effected under valid and enforceable policies, issued by financially sound and responsible insurance companies and name the other Party as an additional insured. At a Party’s request, the other Party will furnish the requesting Party with certificates of insurance and true and complete copies of all insurance policies evidencing the satisfaction of such Party’s insurance obligations hereunder.

5.7 Mutual Representations. Each Party represents and warrants to the other Party that: (i) such Party is duly authorized to execute and deliver the Agreement, and these terms, the Agreement, and the transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company or other applicable action of such Party; (ii) the performance by such Party of such Party’s obligations under the Agreement and these Terms does not (A) conflict with any contract or agreement binding upon such Party or such Party’s properties or (B) violate or conflict with any order or decree binding upon such Party or such Party’s properties; (iii) such Party has obtained all consents and approvals necessary for such Party to enter into and perform such Party’s obligations under the Agreement and these Terms; and (iv) the Agreement, with these Terms, are enforceable against such Party in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws, rules, regulations, or orders relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability).

5.8 Buyer Compliance. Buyer represents and warrants to Seller that:

(a) Buyer complies with all privacy laws, rules, regulations, and orders, including but not limited to the CCPA, CPRA, and any other state or federal privacy regulations, applicable to Buyer;

(b) Buyer shall implement appropriate technical and organizational measures to protect Protected Data;

(c) Buyer shall obtain and maintain records of prior express written consent for all calls made using autodialers or artificial/prerecorded voices, with such consent clearly authorizing calls to the specific telephone number, identifying the business making the calls, and including the consumer's signature or electronic signature;

(d) include all required consumer consents with proper documentation maintained for a minimum of four (4) years; and

(e) Buyer shall maintain and honor all applicable Do Not Call registries and shall not contact consumers who have requested to be placed on Buyer’s internal do not call list.

6. PROHIBITED PRACTICES. Without limiting the other provisions of the Agreement or these Terms, Seller shall not: (a) use robocalls, spoofing, or deceptive practices; (b) send incentivized or coerced traffic; (c) circumvent Buyer to contact other buyers or Buyer clients directly; or (d) resell or recycle rejected Calls.

7. DISPUTES & ADJUSTMENTS.

7.1 Dispute Window. Buyer may dispute Calls or Leads within the latter of: (a) thirty (30) days of delivery of such Call or Lead; or (b) thirty (30) days after receipt of an invoice for the Call or Lead. Buyer shall notify Seller of all disputed Calls or Leads, which notice may be provided via email, telephone call, or other messaging system utilized by the Parties. The Parties will work in good faith to resolve any disputes.

8. TERM & TERMINATION.

8.1 Term. The Agreement shall commence on the Effective Date, as stated in the Agreement, and continue until terminated in accordance with these Terms.

8.2 Termination for Convenience. Either Party may terminate, without cause, upon thirty (30) days’ prior, written notice.

8.3 Immediate Termination. Either Party may terminate the Agreement immediately upon notice in the event of any: (a) breach of the Agreement or these Terms by the other Party, if such breach is not cured within ten (10) days following notice of the breach; (b) filing or making of any insolvency, bankruptcy, or assignment for the benefit of creditors by or against the non-terminating Party; or (c) fraud or violation of applicable law by the other Party, regardless of whether related to the Agreement or these Terms.

8.4 Effect of Termination. A Party exercising a termination right shall have the option of terminating any combination of Agreement(s) between the Parties governed by these Terms, whether one, multiple, or all Agreement(s) provided they are between the same Parties and governed by these Terms. Upon termination: (a) each Party shall return or destroy the other party's Confidential Information in compliance with these Terms; (b) Seller shall cease all Call or Lead generation activities for Buyer; and (c) the provisions of Sections 4.4, 5, 9, 10, 11, 12, and 14 shall survive termination.

9. LIMITATION OF LIABILITY. EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL ANY PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS PAID TO SUCH PARTY UNDER THE AGREEMENT. The limitation of liability set forth in this Section shall not apply to liability resulting from a Party’s willful misconduct.

10. INDEMNIFICATION. Each Party shall indemnify, defend, and hold harmless the other Party and its officers, owners, directors, clients, employees, and agents, from and against any third-party claims, damages, losses, liabilities, obligations, demands, fines, expenses, or penalties arising from or relating to: (a) the indemnifying party's breach of the Agreement or these Terms; (b) the indemnifying Party's gross negligence or willful misconduct; (c) the indemnifying Party's violation of applicable laws, including, without limitation, the TCPA. The indemnified party shall promptly notify the indemnifying party of any claim. The indemnifying party shall not settle any claim without the indemnified party's consent if such settlement would impose obligations on, involve any lien against, or admit fault by the indemnified party.

11. CONFIDENTIALITY. Each Party acknowledges and agrees that it may receive confidential and proprietary information from the other Party ("Confidential Information"). Confidential Information includes all non-public information relating to the disclosing Party's business and operations, including, but not limited to, technical data, trade secrets, know-how, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, computer code, hardware configuration information, marketing, finances, or other business information. Each Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties without prior written consent of disclosing Party; (c) use Confidential Information solely for the purposes of the Agreement and these Terms; and (d) return or destroy all Confidential Information upon termination of the Agreement, except for any information such Party is legally required to retain (which shall remain held as Confidential Information pursuant to the terms of the Agreement and these Terms). Confidential Information shall not include information that: (a) is or becomes publicly available through no breach of the Agreement or these Terms; (b) was rightfully known prior to disclosure; or (c) is rightfully received from a third party without breach of confidentiality. It shall not be a breach of this Section to disclose Confidential Information that is required to be disclosed by law or court order, provided the receiving Party gives prompt notice to disclosing Party prior to disclosure (unless prohibited by the applicable law or order) in order to allow the disclosing Party to obtain a protective order and uses reasonable commercial efforts to only disclose such Confidential Information as is required by applicable law or order.

12. DATA PRIVACY AND SECURITY.

12.1 Data Processing Limitations. Each Party shall collect, access, store, use, disclose, or otherwise process Protected Data only: (a) as necessary to perform Services under the Agreement or these Terms; and (b) in full compliance with all applicable laws, rules, regulations and orders.

12.2 Security Requirements. Each Party shall implement and maintain appropriate technical and organizational measures to protect Protected Data in compliance with all applicable laws, rules, regulations, and orders and consistent with all reasonable and prudent commercial practices, including, without limitation: (a) encryption of data at rest and in transit; (b) access controls and authentication measures; (c) regular security assessments; (d) employee training on data protection; and (e) secure data disposal procedures. Each Party represents and warrants to the other Party that it has implemented and maintains a comprehensive written information security program that includes appropriate administrative, technical, and physical safeguards designed to: (i) ensure the security, confidentiality, and integrity of Protected Data; (ii) protect against anticipated threats or hazards to the security or integrity of Protected Data; and (iii) protect against unauthorized access to or use of Protected Data.

12.3 Data Breach Notification. Each Party shall notify the other Party within twenty-four (24) hours of discovering any Data Breach. Such notification shall include: (a) a description of the breach; (b) the type of information involved; (c) affected individuals; (d) mitigation measures taken; and (e) steps to prevent recurrence. The Parties shall cooperate fully in investigating, remediating, and mitigating any Data Breach, including providing regular updates on the status of its investigation and remediation efforts. The Party experiencing the breach shall bear all costs associated with any Data Breach to the extent caused by such breach, including but not limited to: investigation costs, notification costs, credit monitoring services, call center support, legal fees, and regulatory fines or penalties.

12.4 Consumer Rights. The Parties shall cooperate in good faith and assist each other in responding to consumer requests under applicable privacy laws, rules, regulations, or orders, including, without limitation, requests for access, deletion, correction, and opt-out rights. A Seller shall promptly notify Buyer of any request from an individual exercising rights under applicable law with respect to Protected Data that is relevant to any Call, Lead, or other services under the Agreement or these Terms. Seller shall maintain appropriate technical and organizational measures to enable Buyer to fulfill its obligations to respond to consumer requests relating to Calls, Leads, or services under the Agreement, these Terms, or under applicable laws, rules, regulations, and orders.

12.5 Subprocessors. A Party shall remain fully liable for the acts and omissions of any subprocessor of such Party.

12.6 Evidence of Compliance. At a Party’s request, the other Party shall provide evidence of its compliance with this Section, which may include third-party audit reports (e.g., SOC 2 Type II), summaries of test results, or equivalent evaluations.

12.7 Data Retention and Destruction. Upon termination of the Agreement or at Buyer's request, Seller shall return or securely destroy all Protected Data, except as required by applicable law, rules, regulations, or orders.

13. FORCE MAJEURE. If and to the extent that a Party is prevented or delayed from performing any of its obligations under the Agreement or these Terms by a Force Majeure (hereinafter defined) event, such Party shall be temporarily excused from performing such obligations during the period of such prevention or delay, provided that the affected Party: (a) provides prompt notice to the other Party specifying the event and its anticipated duration; (b) exercises all reasonable efforts to mitigate the effects of the Force Majeure event and to continue performance of its obligations under the Agreement and these Terms to the extent possible; and (c) resumes full performance of its obligations as soon as reasonably practicable after the Force Majeure event has ended or its effects have sufficiently diminished to allow such performance. For purposes of these Terms, "Force Majeure" means any event or circumstance beyond the reasonable control of the affected Party that prevents or delays such Party's performance of its obligations under the Agreement or these Terms, provided that such event or circumstance: (i) was not reasonably foreseeable by the affected Party; (ii) could not have been prevented or avoided by the affected Party through the exercise of reasonable diligence; and (iii) is not the result of the negligence, intentional misconduct, or lack of reasonable care of the affected Party. Force Majeure events may include, but are not limited to: acts of God; natural disasters (including earthquakes, floods, hurricanes, tornados, wildfires, and landslides); epidemics, pandemics, or other public health emergencies; war, invasion, hostilities, terrorist acts, riots, or civil unrest; government orders, laws, or actions; embargoes or blockades; national or regional emergencies; strikes, lockouts, or other industrial disturbances; shortage of adequate power or transportation facilities; and other similar events.

14. MISCELLANEOUS.

14.1 Independent Contractors. The relationship of the Parties created by the Agreement and these Terms is, and is intended to be, that of independent contractors. Neither Party is, nor will it represent itself to be, an employee, agent, representative, partner or joint venture partner of the other Party for any purpose. Neither Party is granted, nor will either Party represent that it has been granted, any authority to assume or create any obligation for or on behalf of the other Party, to make collections for the other Party or to bind the other Party in any way. Neither Party will have the right to direct or control the employees of the other Party. Neither Party will be liable for the debts, obligations or other liabilities of the other Party or of any of the other Party’s agents, employees or contractors, including any costs for salaries or taxes. Under no circumstances will the Agreement or these Terms be construed as appointing either Party as an agent of the other Party. Nothing in the Agreement or these Terms shall give Seller any rights in or to any rights, property, or assets of Buyer, including, without limitation, any intellectual property or products of the Calls or Leads, all of which shall be solely owned by Buyer.

14.2 Assignment. The Agreement and these Terms are for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement or these Terms.

14.3 Entire Agreement. The Agreement and these Terms constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral, relating to such subject matter. Provided, however, that the Agreement and these Terms shall supplement, and not supersede or replace, other existing agreements between the Parties for other subject matter, including, without limitation, agreements regarding other campaigns or agreements not under a mutual buy-sell arrangement. Phonely may amend these Terms from time to time upon at least thirty (30) days’ prior notice (which may be provided via email, mail, courier, or by posting on Phonely’s website). Such amendment shall become effective after the effective date specified in the notice. No failure or delay by either Party in exercising any right, power, or remedy under the Agreement or these Terms shall operate as a waiver of such right, power, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

14.4 Governing Law/Venue. The Agreement and these Terms shall be governed by the laws of the State of California, without regard to its conflict of laws provisions. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, for any action or proceeding arising out of or relating to the Agreement or these Terms. The Parties waive any objection to the laying of venue in such courts and further waive any claim that such courts constitute an inconvenient forum. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE AGREEMENT, THESE TERMS, OR THE TRANSACTIONS CONTEMPLATED HEREBY. In any litigation or other proceeding, informal or formal, by which one party either seeks to enforce the Agreement or these Terms or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including, but not limited to, reasonable attorneys’ fees.

14.5 All notices, requests, consents, claims, demands, waivers, and other communications under the Agreement or these Terms shall be in writing and shall be deemed to have been duly given when delivered by hand, sent by a nationally recognized overnight courier, or sent by certified or registered mail, return receipt requested, postage prepaid, to the addresses specified by the Parties in the Agreement or as otherwise designated in writing.