These Palera Terms of Service (this “Agreement”) are enteredinto by and between JetSpring, LLC d/b/a Palera (“Palera,” “Company,” “we,”“our,” or “us”) and the entity or person placing an order for, registering for,accessing, or using any Services (“Customer” or “you”). If you are accessing orusing the Services on behalf of a company or other legal entity, you representand warrant that you are authorized to accept this Agreement on behalf of suchentity, and all references to “Customer” or “you” shall refer to that entity.

The “Effective Date” of this Agreement is the date on whichyou first create an account, click “Start Free Trial,” “Create Account,” “PayNow,” or otherwise access or use any Service, or the effective date of thefirst Order Form referencing this Agreement, whichever is earlier. ThisAgreement will be displayed and you will be asked to accept it at the time youcreate your account or begin your free trial. By doing so, you agree that thisAgreement is effective as of that date.

This Agreement incorporates by reference Palera’s Privacy Policy, AI + Voice Supplemental Terms, anyapplicable Data Processing Addendum, Service Level Addendum, Support Policy,Business Associate Agreement, education-data addendum, and any otherproduct-specific or channel-specific terms Palera makes available from time totime, solely to the extent applicable to the particular Services purchased orused.

Palera may modify this Agreement from time to time. Unlessotherwise specified, changes become effective upon your next renewal or newOrder Form. Palera may specify that changes take effect sooner if required forlegal compliance, security, fraud prevention, AI or channel providerrequirements, or carrier mandates. If you object to such changes, you mayterminate the affected Service upon written notice and receive a refund of anyprepaid unused fees for the terminated portion as your sole remedy.

BY CLICKING  “START FREE TRIAL,” “CREATE ACCOUNT,” “PAY NOW,” OR BY ACCESSING OR USING ANY  SERVICES, CUSTOMER AGREES TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES  IN THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE, CUSTOMER MAY NOT ACCESS OR USE  THE SERVICES. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS AND A  CLASS ACTION WAIVER. PLEASE READ IT CAREFULLY.

1.  DEFINITIONS

As used in this Agreement, the following terms have themeanings set forth below.

“Affiliate”

Any entity that directly or indirectly controls, is controlled  by, or is under common control with Customer, where “control” means ownership  of, or the right to direct, more than fifty percent (50%) of the voting  interests of the relevant entity.

“AI  Features”

Any model-assisted or model-generated functionality, including  summaries, suggested replies, sentiment, classification, routing  recommendations, quality scoring, escalation flags, workflow recommendations,  automated dispositions, Voice AI, synthetic speech, agent assist, and related  outputs.

“AI  Platform Policies”

The then-current usage policies, safety rules, code-of-conduct  requirements, model-access conditions, publication restrictions, or similar  terms imposed by Third-Party AI Providers.

“Authorized  User”

Any employee, contractor, consultant, BPO agent, outsourced  service provider, or Affiliate user of Customer who is authorized by Customer  to access and use the Services for Customer’s benefit.

“Automated  Outbound Communication”

Any outbound voice call, SMS message, MMS message, or other  communication initiated by the Services on Customer’s behalf through an  automated dialing system, predictive dialer, progressive dialer, preview  dialer, artificial or prerecorded voice, automated SMS platform, or similar  technology, regardless of whether an AI voice agent is involved in the call  or message content.

“Beta  Services”

Pre-release, alpha, beta, preview, pilot, early access, sandbox,  limited release, or similar non-general-availability features, products, or  functionality.

“Channels”

The communications channels supported by the Services, which may  include SMS, MMS, WhatsApp, Meta Messenger, Instagram, Facebook, web chat,  live chat, email connectors, voice, SIP, BYOC, telephony APIs, and other  channels Palera makes available from time to time.

“Confidential  Information”

All non-public code, inventions, know-how, business, financial,  technical, pricing, customer, roadmap, security, compliance, architecture,  legal, and operational information disclosed by one party to the other that  is designated as confidential or that reasonably should be understood to be  confidential given the nature of the information and circumstances of  disclosure. Palera Technology, performance information relating to any  Service, and the negotiated terms of this Agreement are deemed Palera Confidential  Information without any marking.

“Connected  Services”

Third-party software, SaaS platforms, data sources, channels,  carrier accounts, voice providers, identity providers, CRM systems, ticketing  tools, payment processors, data warehouses, webhook destinations, or APIs  that Customer connects to or uses with the Services.

“Conversation  Data”

All data, content, messages, transcripts, recordings, prompts,  notes, uploaded files, metadata, analytics events, disposition data, routing  data, end-user communications, identifiers, tags, exports, reports, and  operational data submitted to, collected by, generated through, or processed  by the Services.

“Customer-Designated  AI Provider”

Any third-party AI agent provider, AI platform, conversational AI  vendor, or AI-powered communications service that Customer selects, contracts  with, and directs Palera to integrate with or provide access to through the  Services, where such provider is not selected or contracted by Palera as part  of its standard platform offering. Customer-Designated AI Providers are  distinct from Third-Party AI Providers selected by Palera to power its own AI  Features.

“Documentation”

Palera’s then-current user guides, technical documentation, API  documentation, implementation instructions, security documentation, and  support materials made available to Customer.

“Fees”

All dollar amounts payable by Customer in connection with the  Services, including subscription fees, implementation fees, onboarding fees,  usage fees, AI processing fees, voice minute fees, Voice AI fees, SMS and  messaging fees, live-agent fees, telecom pass-through charges, professional  services fees, and any other fees set forth in an Order Form or applicable  pricing page.

“Input”

Any data, content, instructions, prompts, examples, transcripts,  recordings, rules, playbooks, scripts, contact lists, or training materials  submitted by or on behalf of Customer, its Authorized Users, or end users for  use by an AI Feature.

“Interaction  Records”

All data elements captured during voice or digital interactions  conducted through the Services, including call recordings, transcripts,  summaries, disposition codes, routing events, and related metadata, stored  within the Palera platform.

“Order  Form”

Any written or electronic order schedule, SOW, proposal, online  checkout page, invoice, or other ordering document referencing this Agreement  that sets forth the Services purchased, the Fees, and the applicable  Subscription Term.

“Output”

The results generated by AI Features based on Input, including  summaries, classifications, suggested replies, routing recommendations,  synthetic voice responses, and any other model-generated result.

“Palera  Technology”

The Services, Documentation, Palera widgets, APIs, SDKs, routing  logic, orchestration layers, prompts, models, dashboards, workflows, code,  design, and all derivative works, updates, improvements, and related  intellectual property owned or controlled by Palera.

“Prior  Express Consent”

Written or oral consent from a person to receive calls or  messages on a cellular telephone number or residential line that meets the  applicable standard under the TCPA and FCC regulations at the time of  contact, including “prior express consent” for informational or transactional  messages and calls and “prior express written consent” for telemarketing or  advertising messages and calls.

“Prior  Express Written Consent”

An agreement that meets the requirements of 47 C.F.R. Section  64.1200(f)(9), including a clear and conspicuous disclosure that the person  authorizes Palera or Customer to deliver or cause to be delivered to the  person telemarketing calls or messages using an automatic telephone dialing  system or an artificial or prerecorded voice, and the person’s signature.  Electronic signatures meeting the E-SIGN Act requirements are sufficient.

“Professional  Services”

Onboarding, implementation, integration, migration, training,  project management, consulting, configuration, custom development, scoping,  or other services provided by Palera outside of standard SaaS access.

“Sensitive  Data”

Payment card data subject to PCI DSS; protected health  information regulated by HIPAA unless covered by a valid BAA; student  education records regulated by FERPA unless covered by a valid addendum;  “special category” or similarly highly regulated personal data under  applicable law; and any other data that Palera expressly designates as  prohibited absent written approval.

“Services”

Palera’s software-as-a-service solutions, including omnichannel  inboxes, agent workspaces, conversation intelligence, analytics, reporting,  APIs, widgets, Voice AI, SMS and messaging services, routing tools,  automations, and related support and Professional Services.

“SMS  Campaign”

Any outbound or inbound SMS or MMS messaging program, campaign,  or workflow operated through the Services by or on behalf of Customer,  including transactional messages, marketing messages, appointment reminders,  re-engagement campaigns, and survey or feedback programs.

“Subscription  Term”

The initial and any renewal term of Customer’s subscription to  the applicable Service as set forth in the Order Form or accepted at  checkout.

“Suppression  List”

The list of telephone numbers, identifiers, or contacts who have  opted out of or revoked consent to receive communications through any  Channel, which Customer is required to maintain and provide to Palera in  accordance with Section 6.

“Taxes”

Any sales, use, GST, VAT, excise, telecom, withholding,  regulatory, registration, or similar taxes or levies, other than taxes based  on Palera’s net income.

“TCPA”

The Telephone Consumer Protection Act of 1991, 47 U.S.C. Section  227, as amended, together with all implementing regulations promulgated by  the Federal Communications Commission, including 47 C.F.R. Part 64, as  amended from time to time.

“Third-Party  AI Providers”

Third-party providers of models, AI infrastructure,  speech-to-text, text-to-speech, embeddings, or related AI services used in  connection with AI Features, which may include providers such as OpenAI,  Anthropic, Google, Microsoft Azure OpenAI, ElevenLabs, and Deepgram. A  current list is maintained at palera.ai/legal/subprocessors.

“Usage  Data”

Technical and operational data concerning Customer’s and end  users’ use of the Services, including consumption metrics, message volumes,  concurrency, storage usage, latency, routing events, clickstream data, and  other telemetry.

“Voice AI  Agent”

An AI-powered voice automation workflow configured by Palera that  handles inbound or outbound telephone, SIP, or browser-based voice  interactions on Customer’s behalf using synthetic speech, natural language  processing, and automated decision logic.

“Voice  Minute”

A full or partial minute of AI voice interaction time measured  from the moment the Palera Voice AI Agent connects to a called or calling  party through the end of the interaction, including any hold time pending  transfer to a live agent. Fractional minutes are rounded up to the nearest  whole minute.

2.  SERVICES; ACCESS; OPERATIONS

2.1  Services Overview

Palera provides a hosted, multi-tenant conversation operationsplatform intended to enable Customer to manage communications across Channels,including human and AI interactions, routing, reporting, compliance tooling,analytics, Voice AI automation, and SMS and messaging services.

2.2  Provision of Services

Each Service is provided on a subscription basis for theapplicable Subscription Term. Customer shall purchase, and Palera shallprovide, the Services identified in the applicable Order Form. Some Servicesare subject to additional product-specific terms, including the AI + Voice Supplemental Terms, which areincorporated into and form part of this Agreement to the extent applicable. TheAI and Voice provisions in Section 5 of this Agreement and the TCPA and SMScompliance obligations in Section 6 also apply to the extent the applicableServices include those features.

2.3  Access to Services

Customer may access and use the Services solely for its owninternal business purposes and subject to the terms of this Agreement, theDocumentation, and any scope-of-use restrictions in the applicable Order Form.Access is permitted only by Authorized Users. Customer shall require allAuthorized Users to maintain the confidentiality of credentials, user IDs,passwords, API keys, tokens, and SIP credentials and not share such credentialswith unauthorized persons. Customer is responsible for all actions takenthrough Customer’s accounts and credentials. If an Authorized User is no longeremployed by or providing services to Customer, Customer shall promptly disablethat user’s access.

2.4  APIs, Widgets, and Deployment Code

The Services may include APIs, widgets, JavaScript, HTML tags,SDKs, voice widgets, or other distributed code for use on Customer properties.Subject to this Agreement, Palera grants Customer a limited right during theSubscription Term to implement such code solely to support Customer’s lawfuluse of the Services. Customer shall deploy and maintain such code strictly inaccordance with Documentation. Customer acknowledges that changes to Customer’swebsites, applications, telephony environments, or webhooks may impairfunctionality and that Palera shall have no responsibility for issues arisingfrom Customer-side changes.

2.5  API and Throughput Limits

Palera may impose limits on APIs, webhooks, concurrentsessions, voice concurrency, storage, exports, or other system resources.Palera may monitor usage and may limit, throttle, or suspend access if Customerexceeds applicable limits, materially departs from usage assumptions, ornegatively affects the security, operability, or integrity of the Services.

2.6  Customer Equipment and Connectivity

Customer is responsible for providing and maintaining its owninternet access, telecommunications equipment, CCaaS infrastructure, SIPtrunks, carrier accounts, software, and other materials necessary to access anduse the Services (“Customer Equipment”). Customer shall promptly notify Paleraof any changes to Customer Equipment that may affect the Services. Palera shallnot be responsible for any degradation or failure in Services caused byCustomer Equipment issues.

2.7  Contractors and Affiliates

Customer may permit its employees, contractors, BPO agents,outsourced service providers, and Affiliates’ employees and contractors toaccess and use the Services as Authorized Users solely for Customer’s benefit,provided Customer remains responsible for their compliance with this Agreement.

2.8  Acceptable Use; General Restrictions

Customer shall not, and shall not permit any third party to:

•      rent, lease, sublicense, resell, or provide access tothe Services to any third party;

•      use the Services to provide a competing hosted serviceor commercial service bureau;

•      reverse engineer, decompile, disassemble, or otherwiseseek to obtain source code or non-public APIs, except to the extent expresslypermitted by law;

•      copy, modify, or create derivative works of theServices or Documentation except as expressly permitted;

•      remove or obscure proprietary notices;

•      publish or disclose performance, benchmarking, orcomparative information about the Services without Palera’s prior writtenconsent;

•      use the Services or Outputs to train or improve anycompeting AI or machine learning models or systems;

•      use the Services for any unlawful purpose or inviolation of applicable law, including the TCPA, CAN-SPAM Act, CTIA guidelines,FCC regulations, FTC regulations, or any other telecom, privacy, or consumerprotection law; or

•      use the Services to transmit unsolicited, deceptive,harassing, infringing, libelous, or unlawful content.

2.9  Free Trial Subscriptions

Palera may offer free trial access to the Services for alimited period (“Trial Period”) as specified during signup. Free trial accessis subject to this Agreement. During the Trial Period, Customer may use theServices at no charge solely to evaluate whether to purchase a paidsubscription. Feature availability during a Trial Period may be limited. At theend of the Trial Period, Customer’s access will automatically cease. There isno automatic conversion to a paid subscription — Customer must actively selectand purchase a subscription plan to continue using the Services after the TrialPeriod expires. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,PALERA WILL HAVE NO WARRANTY, INDEMNITY, SLA, OR SUPPORT OBLIGATIONS WITHRESPECT TO FREE TRIAL ACCESS.

2.10  Beta Services

Customer may choose to use Beta Services at its discretion.Beta Services may be changed, suspended, or discontinued at any time withoutnotice, may not become generally available, and are provided “AS IS” and “ASAVAILABLE” without warranties, SLA commitments, indemnity, support guarantees,or production security commitments.

2.11  Voice, Telephony, and Emergency Services

To the extent the Services include voice, SIP, Voice AI, ortelephony-related functionality, Customer acknowledges that such functionalitymay depend on third-party carriers, SIP providers, number providers, and cloudvendors.

IMPORTANT NOTICE — NO EMERGENCY SERVICES SUPPORT: THE SERVICESDO NOT SUPPORT EMERGENCY CALLING AND CANNOT BE USED TO CONTACT EMERGENCYSERVICES SUCH AS 911, 112, OR ANY OTHER EMERGENCY RESPONSE SYSTEM. THE SERVICESARE NOT DESIGNED OR INTENDED AS A LIFE-SAFETY OR EMERGENCY-RESPONSE SYSTEM.CUSTOMER SHALL: (A) PROMINENTLY DISCLOSE TO ALL END USERS AND AUTHORIZED USERSTHAT THE SERVICES CANNOT BE USED TO REACH EMERGENCY SERVICES; (B) ENSURE THATALTERNATIVE EMERGENCY COMMUNICATION METHODS ARE AVAILABLE TO ALL END USERS ANDAUTHORIZED USERS AT ALL TIMES; AND (C) INCLUDE THIS NOTICE IN ANY USER-FACINGDOCUMENTATION, ONBOARDING MATERIALS, OR TERMS OF USE GOVERNING END USER ACCESSTO VOICE FEATURES. PALERA SHALL NOT BE LIABLE FOR ANY CLAIM, DAMAGE, OR LOSSARISING FROM THE INABILITY TO USE THE SERVICES TO CONTACT EMERGENCY SERVICES.

2.12  Professional Services

Palera may provide Professional Services as described in anOrder Form or separately executed statement of work (“SOW”). All work product,custom integrations, configurations, workflows, and code developed by Palera aspart of Professional Services shall be owned exclusively by Palera. Palerahereby grants Customer a limited, non-exclusive, non-transferable license touse such work product solely in connection with the Services during theSubscription Term. Upon expiration or termination, Customer’s license to suchwork product terminates immediately.

3.  CONVERSATION DATA ANDCUSTOMER OBLIGATIONS

3.1  Data Processing

All processing of personal data by Palera on behalf ofCustomer in connection with the Services will be governed by the applicableData Processing Addendum, if any, incorporated by reference or executed by theparties. Customers requiring a Data Processing Addendum may contactlegal@palera.ai.

3.2  Rights in Conversation Data

As between the parties, Customer retains all rights, title,and interest in and to Conversation Data. Subject to this Agreement, Customergrants Palera a worldwide, non-exclusive, royalty-free right to access, host,process, store, transmit, transcribe, summarize, classify, analyze, display,reproduce, adapt, export, and otherwise use Conversation Data during the termof this Agreement as necessary to provide, support, secure, improve, andoperate the Services, to comply with law, and to enforce this Agreement.

3.3  Storage and Retention

Palera provides hosted storage only to the extent explicitlyincluded in the purchased plan and subject to configured retention settings.Palera is not a records retention, archive, or legal hold service unlessexpressly agreed in writing.

3.4  PII Handling and Data Minimization

Where technically feasible and consistent with theconfiguration of the applicable Service, Palera will use commerciallyreasonable efforts to limit the transmission of personally identifiableinformation to Third-Party AI Providers to what is necessary to deliver theapplicable AI Feature. Customer acknowledges that certain Serviceconfigurations — including live Voice AI Agent deployments, real-timetranscription services, and Customer-Designated AI Provider integrations —require the transmission of full interaction data, including personallyidentifiable information, to one or more third-party providers in order tofunction. In such cases, Palera has no obligation to strip, mask, or removepersonally identifiable information prior to transmission. Customer isresponsible for ensuring that its use of any such configuration is consistentwith Customer’s own privacy obligations and any applicable consents obtainedfrom end users.

3.5  Usage Data and De-identified Data

Palera may collect, use, aggregate, anonymize, and de-identifyUsage Data and Conversation Data (“Aggregated Data”) and retains all right,title, and interest in and to such Aggregated Data. Palera may use, analyze,reproduce, distribute, sublicense, transfer, and otherwise exploit AggregatedData for any lawful business purpose, including product development,improvement, benchmarking, analytics, security, research, and other internaland external business operations. Aggregated Data will not identify Customer orany individual end user by name. Customer agrees that Palera’s rights inAggregated Data survive termination or expiration of this Agreement. Palerawill not knowingly use Customer-identifiable content for generalized modeltraining by Third-Party AI Providers for their own benefit without Customer’sexpress consent.

3.6  Customer Obligations

Customer is solely responsible for:

•      the accuracy, legality, and content of all ConversationData and for ensuring it has all necessary rights, permissions, and consents toprovide Conversation Data to Palera and authorize its processing under thisAgreement;

•      providing all notices and obtaining all consentsrequired by law for messaging, calls, AI voice interactions, cookies, webtracking, call recording, transcription, and use of third-party Channels;

•      ensuring that all contact data provided to Palera foruse in any voice, SMS, or messaging campaign has been collected in compliancewith applicable law, including the TCPA, FCC regulations, CTIA guidelines, andapplicable state equivalents; and

•      maintaining and being able to substantiate suchconsents upon reasonable request.

3.7  Sensitive Data

Unless expressly agreed in writing through a valid DPA, BAA,FERPA addendum, or other regulated-data rider, Customer shall not use theServices to process, transmit, collect, or store Sensitive Data. Customeracknowledges that the Services are not PCI DSS compliant unless expresslystated in a signed writing.

3.8  Call Recording Consent

Customer is solely responsible for enabling or disabling callrecording features within the Services and for obtaining all consents requiredfor call recording and transcription under applicable federal and state law,including two-party consent requirements in California, Florida, Illinois,Pennsylvania, Washington, and other applicable jurisdictions. Customer’senabling of recording features constitutes Customer’s confirmation that suchconsents have been or will be obtained prior to recording any call.

3.9  Data Export and Deletion

During the Subscription Term and for thirty (30) daysfollowing termination, Customer may export Conversation Data using availableexport functionality. After such retrieval window, Palera may delete activecopies of Conversation Data, subject to ordinary-course backups, fraudprevention needs, legal holds, telecom recordkeeping obligations, and securitylogs. Restoration from backups may not be available.

3.10  Customer Indemnification for Data

Customer will defend, indemnify, and hold harmless Palera andits Affiliates, officers, directors, employees, contractors, licensors, andagents from and against any and all third-party claims, damages, liabilities,costs, and expenses (including reasonable attorneys’ fees) arising from orrelating to: (a) Conversation Data; (b) Customer’s use of any Channel,Connected Service, or Customer-owned carrier account; (c) Customer’s failure toobtain required notices or consents; (d) Customer’s breach of this Section 3,Section 5, or Section 6; or (e) Customer’s violation of applicable telecom,privacy, advertising, or AI laws.

4.  SECURITY

4.1  Palera Security Measures

Palera will maintain commercially reasonable administrative,technical, and organizational measures designed to protect the confidentiality,integrity, and availability of Conversation Data in Palera’s possession orcontrol.

4.2  Customer Security Responsibilities

Customer is responsible for securing its own systems, SSOconfiguration, endpoint devices, internal networks, telephony environments, APIcredentials, webhook destinations, routing rules, CRM integrations, and carrieraccounts.

4.3  Security Incidents

Customer shall promptly notify Palera of any suspected oractual security incident affecting Customer’s use of the Services, includingcredential compromise, webhook compromise, spam events, or abuse complaints.Palera may require Customer to cooperate in mitigation and remediation.

4.4  Sub-Processors and Third-Party Security

Palera will engage Third-Party AI Providers and subprocessorsunder obligations of confidentiality and data security no less protective thanthose in this Agreement. Palera shall not be liable for any unauthorizedaccess, breach, loss, or misuse of Conversation Data caused by or occurringwithin the systems of any Third-Party AI Provider, except to the extentdirectly caused by Palera’s own gross negligence or willful misconduct.

5.  AI + VOICE SERVICES

5.1  Scope of AI + Voice Services

This Section 5 governs Customer’s use of all AI Features andVoice AI services made available by Palera, including Voice AI Agents,transcription, synthetic speech, AI summaries, classification, sentiment,routing assistance, automated outreach, conversation intelligence, and relatedfunctionality. By enabling, configuring, purchasing, or using any AI Feature,Customer agrees to the terms of this Section 5. The full AI + Voice Supplemental Terms, which expand on this Section 5,are available at palera.ai/ai-supplemental-terms

5.2  Use of Third-Party AI Providers

Palera’s own AI Features — including sentiment analysis,transcription, summaries, classification, routing assistance, and qualityscoring — are powered in part by Third-Party AI Providers selected and managedby Palera. Customer acknowledges and agrees that Palera may transmit Input,including personal data contained in Input, to one or more such Third-Party AIProviders as necessary to deliver these AI Features. Such processing is subjectto this Agreement, the applicable DPA, and Palera’s subprocessor practices. Acurrent list of Third-Party AI Providers is maintained atpalera.ai/legal/subprocessors. This Section 5.2 does not apply toCustomer-Designated AI Providers, which are governed exclusively by Section5.2A.

5.2A  Customer-Designated AI Providers

Where Customer selects and directs Palera to integrate with orprovide access to a Customer-Designated AI Provider through the Services, thefollowing terms apply:

•      (a)  IndependentRelationship.  The contractualrelationship governing the Customer-Designated AI Provider’s services, dataprocessing obligations, compliance representations, and liability is solelybetween Customer and that provider. Palera is not a party to that relationshipand assumes no obligations under it.

•      (b)  Palera’sRole Limited to Integration.  Palera’ssole obligation with respect to a Customer-Designated AI Provider is to providethe technical integration, API connectivity, or platform access necessary toconnect the Services to that provider. Palera makes no representations orwarranties regarding the Customer-Designated AI Provider’s performance,accuracy, compliance, data security, or fitness for any purpose.

•      (c)  Customer’sDirect Agreement Required.  Beforeenabling any Customer-Designated AI Provider, Customer represents and warrantsthat it has executed a direct agreement with that provider covering, atminimum: (i) data processing and privacy obligations consistent with applicablelaw; (ii) TCPA compliance responsibilities for any communications initiatedthrough that provider; (iii) liability for AI-generated content, errors, oromissions; and (iv) indemnification obligations running from that provider to Customerfor claims arising from the provider’s services.

•      (d)  No PaleraLiability.  Palera shall have noliability for any claim, damage, loss, fine, penalty, or regulatory actionarising from the acts or omissions of any Customer-Designated AI Provider,including any AI-generated content, automated communications, data breach,compliance failure, or service failure attributable to that provider. Customershall defend, indemnify, and hold harmless Palera from any and all such claims,including claims asserted against Palera directly.

•      (e)  DisclosureRequirement.  Customer shall identifyeach Customer-Designated AI Provider in the applicable Order Form prior toenablement and shall promptly notify Palera in writing of any material changeto its relationship with such provider, including termination of the directagreement.

5.3  Provider Changes and Fallback

Palera reserves the right to substitute, replace, modify, orroute between Third-Party AI Providers, model families, model versions,transcription engines, synthetic voice vendors, or related infrastructure atany time for operational, legal, security, availability, cost, or productreasons, provided that Palera uses commercially reasonable efforts to maintainsubstantially equivalent functionality. Customer acknowledges that Outputs,latency, voice quality, accuracy, and availability may vary based on the provideror model used.

5.4  No Third-Party Model Training on CustomerData

Palera contractually prohibits its Third-Party AI Providersfrom using Customer Data, including Input and Output, to train or improve theirgeneralized foundation models for their own benefit without Customer’s expressconsent. Any use of de-identified or aggregated data for Palera’s own productimprovement purposes is subject to the opt-out mechanism described in Section5.14.

5.5  AI-Generated Content; No Guarantee ofAccuracy

AI-generated voice interactions, summaries, transcriptions,classifications, and responses are probabilistic in nature and may not alwaysbe accurate, complete, or appropriate for every context. Palera does notguarantee the accuracy, reliability, or consistency of any AI-generated contentor Voice AI interaction. Synthetic speech may mispronounce names, locations,medical terms, product names, or legal phrases. Transcription results may beimperfect due to accents, background noise, low-quality audio, networkconditions, call transfers, carrier distortion, or provider limitations.Customer acknowledges these limitations and accepts sole responsibility formonitoring, reviewing, and validating the performance of the AI Features forCustomer’s intended use case.

5.6  Customer Responsibility for AI Use

Customer is solely responsible for its use of the AI Featuresand for any reliance on Output. Customer must determine whether the AI Featuresand any Output are appropriate for Customer’s intended use case, operatingenvironment, and legal and regulatory obligations. Customer must independentlyreview Outputs for accuracy, completeness, appropriateness, and legalsufficiency before relying on them in production, customer-facing,compliance-sensitive, or business-critical workflows.

5.7  No Reliance for Regulated or High-RiskDecisions

Unless expressly agreed by Palera in a separate signedaddendum, Customer will not use any AI Feature or Output as the sole basis forlegal advice, medical diagnosis or treatment recommendations, employmentdecisions or worker discipline, credit or insurance decisions, educationaladmissions or student discipline, housing decisions, criminal justicedecisions, or other use cases that are prohibited or high-risk under applicablelaw.

5.8  Voice AI Agent — Emergency ServicesProhibition

IMPORTANT: THE VOICE AI SERVICESAND VOICE AI AGENTS ARE NOT INTENDED FOR EMERGENCY CALLING AND CANNOT BE USEDTO CONTACT EMERGENCY SERVICES SUCH AS 911, 112, OR ANY OTHER EMERGENCY RESPONSESYSTEM. THE SERVICES SHALL NOT BE USED AS A SUBSTITUTE FOR EMERGENCYCOMMUNICATIONS SYSTEMS OR LIFE-SAFETY DISPATCH.

Customer shall:

•      prominently and clearly notify all end users andAuthorized Users that the Voice AI services cannot be used to contact emergencyservices, prior to or at the point of their first use of any voice feature;

•      include this emergency services limitation in anyend-user-facing terms of use, onboarding flows, or help documentation governingaccess to voice features;

•      ensure that alternative emergency communication methods(such as standard telephone service) remain available to all end users andAuthorized Users at all times; and

•      not attempt to use the Services to contactgovernment-sponsored emergency telephone numbers.

Palera shall have no liability for any claim, damage, or lossarising from the inability to use the Services to contact emergency services.Customer will indemnify and hold Palera harmless against any and all suchclaims.

5.9  Voice AI Agent — Customer Is the Caller

Palera is a software and orchestration provider and is not theinitiator, sender, or caller of Customer’s communications transmitted throughCustomer-configured channels, Customer-owned carrier accounts, or Third-PartyAI Providers selected by Customer, except to the extent expressly required bynon-waivable law. Customer is the originating party and sender of all Voice AIcommunications and is solely responsible for configuring, approving, and owningall Voice AI call scripts, prompts, and content before deployment. Customermaintains and is responsible for records of such approvals.

5.10  TCPA, FCC, and Telecom Compliance — Voice AIOutbound

The following representations and warranties applyspecifically to Customer’s use of Voice AI Agents for outbound calling. Thegeneral TCPA and SMS compliance obligations applicable to all AutomatedOutbound Communications are set forth in Section 6. Customer represents andwarrants that:

•      all contact lists provided to Palera for use in anyVoice AI outbound campaign have been collected in compliance with applicablelaw, including the TCPA, FCC regulations, and CTIA guidelines;

•      Customer has obtained, or will obtain prior to go-live,all legally required Prior Express Consent or Prior Express Written Consentfrom all individuals to be contacted through the Voice AI services;

•      Customer’s Suppression List is current, accurate, andhas been provided to Palera before campaign launch, and Customer will updatethe Suppression List within one (1) business day of any new opt-out orrevocation of consent;

•      all Voice AI call content, scripts, and automatedmessaging have been reviewed and approved by Customer prior to deployment;

•      Customer will provide all disclosures required byapplicable law to inform recipients that they are interacting with an AI orautomated system; and

•      Customer will comply with all applicable quiet-hourrestrictions, call frequency limitations, and Do Not Call registryrequirements.

Palera will honor all opt-out requests received through theplatform within one (1) business day and will not transmit calls to numbers onCustomer’s Suppression List once provided. Palera does not provide legaladvice. Customer is solely responsible for consulting its own legal counselregarding TCPA and telecom compliance obligations.

5.11  Voice Cloning and Synthetic VoiceRestrictions

Customer will not use any AI Feature to clone, imitate, ormaterially simulate the voice of any real person without all permissionsrequired by law and contract. Customer will not use AI-generated voices toimpersonate individuals, public officials, licensed professionals, or customerpersonnel in a deceptive or unauthorized manner. Customer is responsible forensuring its selection and use of any synthetic voice complies with applicableright-of-publicity, voice-cloning, and personality-rights laws in eachjurisdiction where calls are made or received.

5.12  AI Usage Restrictions

Customer will not use the AI Features to:

•      attempt to bypass safety filters, exfiltrate systemprompts, manipulate provider guardrails, or otherwise probe, abuse, or exploitthe AI Features in a way that creates security, legal, or safety risk;

•      develop, train, fine-tune, test, or improve anycompeting AI system, foundational model, or speech model using Inputs, Outputs,logs, traces, or any observations derived from use of the AI Features; or

•      engage in manipulation or deception, exploitation ofvulnerabilities based on age, disability, or socioeconomic status, prohibitedprofiling, unlawful surveillance, or other restricted uses under applicablelaw.

5.13  Content Import and Knowledge Sources

If Customer enables content import, scraping, crawling, oringestion of websites, help centers, policies, scripts, transcripts, or otherknowledge sources for use by AI Features, Customer represents that it has allrights and permissions necessary for Palera and its vendors to collect and usesuch content and that any imported content does not violate any third party’sterms of service, copyright, or database rights. Customer acknowledges thatimported content constitutes Conversation Data and shall indemnify Palera forany claim arising from imported content.

5.14  Model Improvement Opt-Out

Customer may opt out of de-identified use of Conversation Datafor model improvement purposes at any time by submitting a written request toprivacy@palera.ai. Palera will process opt-out requests within thirty (30)days. Opt-out applies prospectively and does not affect uses that occurredbefore the opt-out became effective.

5.15  Service Continuity and Third-Party Dependency

Customer acknowledges that the availability, quality, andperformance of the AI + Voice Services depend materially on the continuous andreliable operation of Third-Party AI Providers, telecommunications carriers,and network infrastructure. Palera does not guarantee uninterrupted service andshall not be liable for degradation, interruption, or failure resulting fromthe acts or omissions of any Third-Party AI Provider. In the event of amaterial and sustained disruption caused by a Third-Party AI Provider thatcontinues uninterrupted for more than thirty (30) consecutive days, Customermay terminate the affected Service upon written notice without payment of anEarly Termination Fee.

5.16  Pre-Deployment Review and Ongoing Monitoring

Before deploying any AI Feature in a production environment,Customer shall conduct reasonable testing of prompts, Voice AI scripts,escalation logic, guardrails, disclosures, and fallback paths. Customer shallmonitor AI Feature performance on an ongoing basis and promptly investigatematerial hallucinations, incorrect routing, compliance failures, offensive ormisleading outputs, missed escalations, and end-user complaints. Customer shallmaintain human escalation paths where appropriate, particularly for complainthandling, crisis communications, regulated decisions, or end-user vulnerabilityscenarios.

6.  TCPA COMPLIANCE; SMSAND AUTOMATED OUTBOUND COMMUNICATIONS

This Section 6 sets forth the TCPA, FCC, and related telecomcompliance obligations applicable to all Automated Outbound Communicationsinitiated through the Services, including outbound voice calls (whether or notusing a Voice AI Agent), SMS Campaigns, MMS campaigns, and all other automatedor pre-recorded messaging. The Voice AI-specific requirements in Section 5.10supplement and do not replace the obligations in this Section 6.

6.1  Customer Is the Sender; Palera Is thePlatform Provider

Customer is the sender, caller, and initiating party for allAutomated Outbound Communications transmitted through the Services. Paleraprovides the technology platform and does not independently initiate, author,or control the content or recipient selection for any Automated OutboundCommunication. Customer acknowledges that it bears sole legal responsibility asthe party that initiates, authorizes, and directs each communication.

6.2  General TCPA Compliance Obligations

Customer represents, warrants, and covenants throughout theTerm that, with respect to all Automated Outbound Communications initiatedthrough the Services:

•      Customer has obtained, and will maintain records of,all legally required Prior Express Consent or Prior Express Written Consentfrom each recipient prior to transmitting any Automated Outbound Communication,based on the applicable call or message type as specified in the TCPA and FCCregulations;

•      all contact lists and telephone numbers provided toPalera for use in any outbound campaign have been collected, maintained, andare being used in compliance with the TCPA, all applicable FCC regulations, andapplicable state equivalents, including state telemarketing and do-not-callstatutes;

•      Customer has scrubbed all outbound contact listsagainst the National Do Not Call Registry and any applicable state do-not-callregistries within the period required by law prior to initiating each campaign;

•      Customer’s internal do-not-call and opt-out list (theSuppression List) has been applied to each contact list prior to transmittingany Automated Outbound Communication, and the Suppression List reflects allopt-outs received within the time period required by applicable law;

•      Customer will honor all opt-out andrevocation-of-consent requests received through any channel within one (1)business day and will update its Suppression List accordingly, and will providePalera with an updated Suppression List upon request;

•      all Automated Outbound Communications will betransmitted only during the permissible calling hours required by the TCPA andapplicable state law (8:00 a.m. to 9:00 p.m. local time of the called party,unless a stricter state standard applies);

•      Customer will comply with all applicable federal andstate restrictions on call frequency and message frequency;

•      Customer will not transmit any Automated OutboundCommunication using a number that has been reassigned to a new user, andCustomer will implement a process to identify and remove reassigned numbersfrom its contact lists before initiating each campaign; and

•      Customer’s use of the Services will not violate anyconsent decree, class action settlement, regulatory order, or governmentcommitment to which Customer is a party.

6.3  SMS-Specific Compliance Obligations

In addition to the general obligations in Section 6.2,Customer represents, warrants, and covenants with respect to all SMS Campaigns:

•      Customer has obtained Prior Express Written Consentfrom each recipient prior to transmitting any commercial or telemarketing SMSmessage, and Prior Express Consent for transactional or informational SMSmessages, in each case meeting the applicable standard under the TCPA and FCCregulations;

•      all SMS Campaigns are registered and approved under the10DLC (10-Digit Long Code) framework, or an equivalent carrier registrationprogram, prior to launch, and Customer will maintain such registrations in goodstanding throughout the Subscription Term;

•      all SMS message content has been reviewed and approvedby Customer prior to transmission, and Customer represents that all messagecontent is accurate, not misleading, and complies with CTIA MessagingPrinciples and Best Practices, applicable carrier messaging guidelines, and allfederal and state advertising and consumer protection laws;

•      all commercial or marketing SMS messages will include aclear and conspicuous identification of the sender and an opt-out mechanismthat complies with applicable law, including a STOP or similar opt-out keywordthat is honored within one (1) business day of receipt;

•      Customer will not transmit SMS messages from a shortcode, long code, or toll-free number without completing all required carriervetting, registration, and approval processes specific to that number type;

•      Customer will comply with all applicable messagefrequency caps and will disclose the expected message frequency to recipientsas required by carrier guidelines and applicable law;

•      Customer will not use the SMS channel to transmit spam,phishing content, malware links, fraudulent content, or content that violatesapplicable law or carrier policies; and

•      Customer is solely responsible for all 10DLC campaignregistration fees, carrier surcharges, and regulatory filing fees associatedwith its SMS Campaigns, whether billed directly by carriers or passed throughby Palera.

6.4  Non-Voice AI Outbound Voice Calls: SpecificObligations

The following additional obligations apply to outbound voicecalls initiated through the Services that do not use a Voice AI Agent,including calls using a predictive dialer, progressive dialer, preview dialer,or pre-recorded message:

•      Customer represents and warrants that any dialingsystem used through the Services has been configured and will be operated in amanner consistent with Customer’s legal obligations under the TCPA;

•      Customer is solely responsible for determining whethereach outbound call type, dialing method, and recipient category requires PriorExpress Consent or Prior Express Written Consent under the TCPA and FCCregulations in effect at the time of the call;

•      Customer will not initiate any outbound voice campaignto cellular telephone numbers using an automatic telephone dialing systemwithout first confirming that Prior Express Consent has been obtained from eachrecipient in accordance with 47 U.S.C. Section 227(b)(1)(A) and applicable FCCregulations;

•      all pre-recorded or artificial voice messagestransmitted through the Services will include at the beginning of the message adisclosure of the identity of the business responsible for initiating the call,and, for telemarketing calls, will include a statement during or after themessage of the telephone number of the business; and

•      for any pre-recorded telemarketing message delivered toa residential line or cell phone, Customer will provide an automatedinteractive opt-out mechanism that, when activated, immediately removes thecalled number from Customer’s Suppression List.

6.5  Palera’s Opt-Out Processing Obligations

Palera will implement technical controls within the platformto process opt-out requests received through platform-managed opt-outmechanisms, including SMS STOP commands and platform-based do-not-contactrequests. Palera will suppress future transmissions to opted-out numbers withinone (1) business day of receipt. Palera’s obligation to process opt-outs islimited to contacts and campaigns managed directly through the Palera platform;Palera has no obligation to process opt-outs received through Customer’s ownsystems, CRM, or third-party channels unless Customer explicitly providesPalera with an updated Suppression List.

6.6  Consent Records and Audit Rights

Customer shall create, maintain, and retain records sufficientto demonstrate Prior Express Consent or Prior Express Written Consent for eachrecipient of an Automated Outbound Communication for a period of no less thanfour (4) years from the date of the communication, or such longer period as maybe required by applicable law. Upon Palera’s reasonable written request inconnection with a regulatory inquiry, government investigation, or third-partylegal claim involving the Services, Customer shall provide Palera with accessto relevant consent records within five (5) business days. Customer’s failureto maintain or produce consent records shall be deemed a material breach ofthis Agreement.

6.7  Regulatory Developments

Customer acknowledges that the TCPA, FCC regulations, andapplicable state telecom laws are subject to change through legislation,rulemaking, and judicial interpretation. Customer is solely responsible formonitoring applicable legal developments and updating its consent practices,contact lists, Suppression Lists, and campaign configurations to comply withany such changes on a timely basis. Palera may provide general complianceinformation but does not provide legal advice and has no obligation to affirmativelynotify Customer of regulatory developments.

6.8  Palera Not Liable for CustomerNon-Compliance; Funded Defense

Palera shall have no liability for any claim, fine, penalty,or damages arising from Customer’s failure to comply with the TCPA, FCCregulations, state telecom laws, carrier policies, or any other applicable lawor regulation governing Automated Outbound Communications. Customer shalldefend, indemnify, and hold harmless Palera and its Affiliates, officers,directors, employees, contractors, and agents from and against any third-partyclaims, regulatory actions, fines, penalties, damages, liabilities, costs, andexpenses (including reasonable attorneys’ fees) arising from or related toCustomer’s Automated Outbound Communications, including any claim that Customerfailed to obtain required consent, violated the TCPA, or violated anyapplicable state or international telecom law. Palera shall have the right, butnot the obligation, to select and retain legal counsel of its own choosing todefend any such claim, and Customer shall fund and pay for such counseldirectly and promptly upon demand, without requiring Palera to advance costs orseek reimbursement after the fact. Customer’s obligation to fund Palera’sdefense arises upon tender of the claim to Customer and is not contingent on afinal determination of liability.

7.  THIRD-PARTY PLATFORMSAND CONNECTED SERVICES

7.1  Integrations

The Services may interoperate with Connected Services. Byenabling such use, Customer authorizes Palera to access Customer’s accountswith such Connected Services and exchange data as necessary to provide theintegrated functionality.

7.2  Customer Responsibility for Third Parties

Customer is solely responsible for complying with all terms,policies, and pricing applicable to Connected Services and carrier accounts,and for maintaining such accounts in good standing. Palera is not responsiblefor any Connected Service or how it uses or processes data after transmissionfrom the Services.

7.3  No Guarantee of Third-Party Availability

Palera does not guarantee continued availability,interoperability, or performance of any Connected Service, Channel, orthird-party platform and may disable or cease support for integrations wherecommercially or legally necessary.

7.4  Carrier and Channel Terms

Customer acknowledges that many Channels are governed bythird-party terms and policies, including terms imposed by carriers, Meta,WhatsApp, Twilio, SIP providers, or other telecom providers. Customer is solelyresponsible for all fees incurred directly with third-party carriers or CCaaSplatforms and for compliance with all such third-party terms.

8.  OWNERSHIP AND FEEDBACK

8.1  Palera Technology

Customer acknowledges that it is obtaining only a limitedright to access and use the Services and that no ownership rights in PaleraTechnology are transferred to Customer under this Agreement. Palera and itslicensors retain all right, title, and interest in and to the Services, PaleraTechnology, Documentation, and all related intellectual property.

8.2  Customer Data

As between the parties, Customer retains all rights, title,and interest in and to Conversation Data as set forth in Section 3.2. Nothingin this Agreement transfers ownership of Conversation Data to Palera.

8.3  Feedback

If Customer or any Authorized User provides feedback,suggestions, enhancement requests, or other input regarding the Services,Customer grants Palera a perpetual, irrevocable, worldwide, transferable,sublicensable, royalty-free right to use and exploit such feedback for anypurpose without restriction or obligation.

9.  SUBSCRIPTION TERM;FEES; PAYMENT

9.1  Subscription Term and Renewals

The initial Subscription Term and any renewal terms will be asset forth in the applicable Order Form or as accepted at checkout. Unlessotherwise stated in the Order Form, subscriptions will automatically renew forsuccessive terms equal in length to the then-current Subscription Term unlesseither party provides at least thirty (30) days’ prior written notice ofnon-renewal.

9.2  Fees and Payment

Customer shall pay all Fees set forth in the applicable OrderForm. Unless otherwise specified, Fees are non-refundable and billed in U.S.dollars. Prepaid subscription fees have no cash value and shall not be refundedupon termination or expiration for any reason. Recurring subscription fees arebilled in advance; usage-based fees, overages, voice minutes, Voice AI charges,SMS usage fees, telecom pass-throughs, and other consumption-based Fees arebilled monthly in arrears.

9.3  Payment Methods; Processing Fees

Payments may be made by credit card or ACH bank transfer.Credit card payments will incur a three percent (3%) processing surcharge.Customer is responsible for providing accurate and up-to-date paymentinformation and for ensuring sufficient funds or credit availability.

9.4  Usage-Based Charges and Overage

Services may be priced based on usage metrics includingmessages, AI messages, Voice AI minutes, SMS messages, live-agent hours,storage, API traffic, phone numbers, recordings, or other consumption metrics.If Customer’s actual usage exceeds contracted or included thresholds, Customerwill be billed for such additional usage at the rates specified in theapplicable Order Form or, if not specified, at Palera’s then-current standardrates.

9.5  Payment Authorization

If Customer provides a recurring payment method, Customerauthorizes Palera to automatically charge such payment method for all Fees,Taxes, overages, telecom pass-throughs, and other amounts due under thisAgreement. Customer is responsible for keeping payment information current andvalid.

9.6  Failed Payment

If payment is not successfully settled, Customer remainsresponsible for all unpaid amounts. Palera may retry the payment method,invoice Customer directly, suspend access to the Services, or terminate thisAgreement. Customer shall reimburse Palera for any chargeback fees, reversalfees, payment processor penalties, collection costs, and reasonable attorneys’fees incurred in collecting undisputed amounts.

9.7  Taxes and Regulatory Fees

Fees do not include Taxes. Customer is responsible for payingall Taxes, telecom surcharges, 10DLC fees, campaign registration fees, numberprovisioning fees, carrier fees, and other governmental or third-partyregulatory charges associated with Customer’s use of the Services or Channels,excluding taxes based on Palera’s net income.

9.8  Billing Disputes

If Customer believes Palera billed incorrectly, Customer mustnotify Palera in writing within thirty (30) days of the invoice date. Failureto dispute within that time waives the dispute. Customer shall timely pay allundisputed amounts while the parties resolve the disputed portion in goodfaith.

9.9  Fee Adjustments

Palera may adjust the monthly subscription fee at the end ofthe then-current Subscription Term by providing at least thirty (30) days’prior written notice. Customer will have thirty (30) days from notice to acceptin writing or cancel the Agreement in writing. Failure to timely deliver awritten cancellation notice constitutes acceptance of the revised billingterms.

9.10  Upgrades and Downgrades

Customer may upgrade its plan or purchase additional capacityduring a Subscription Term; associated incremental Fees may be prorated andbilled immediately or in the next invoice cycle. Unless otherwise agreed inwriting, downgrades will take effect only upon renewal and may cause loss offeatures, throughput, or data access, for which Palera shall have no liability.

9.11  Suspension for Nonpayment

If Customer’s account is overdue for undisputed amounts,Palera may suspend access to affected Services upon five (5) calendar days’written notice. Palera may continue to bill subscription Fees during suspensioncaused by Customer’s breach or nonpayment. Service will be reinstated upon fullpayment of all overdue amounts, including accrued interest.

9.12  Late Payment Interest

Any amounts not paid when due shall accrue interest at a rateof one and one-half percent (1.5%) per month, or the maximum rate permitted byapplicable law, whichever is lower, from the due date until the date of actualpayment.

9.13  Collection Costs

If Palera is required to pursue collection of amounts owed byCustomer, Customer shall pay all of Palera’s reasonable costs of collection,including attorneys’ fees and court costs, in addition to the outstandingamounts.

9.14  Monthly Statements

Commencing at the end of the first full billing monthfollowing the Launch Date and each month thereafter, Palera will provideCustomer with a monthly itemized statement reflecting actual usage and chargesfor the prior month.

10.  TERM AND TERMINATION

10.1  Term

This Agreement begins on the Effective Date and continuesuntil expiration or termination of all Subscription Terms.

10.2  Termination for Cause

Either party may terminate this Agreement or the applicableOrder Form if the other party materially breaches this Agreement and fails tocure such breach within thirty (30) days after written notice (ten (10)business days for payment breaches). Palera may terminate immediately ifCustomer’s breach is non-curable, including fraud, sanctions violations,unlawful use of Channels, severe abuse, or material security risk.

10.3  Effect of Termination

Upon expiration or termination, Customer shall immediatelycease use of the affected Services and, upon request, return or destroy PaleraConfidential Information. Termination is without prejudice to any otherremedies available under this Agreement or law. Customer shall pay all unpaidFees accrued prior to termination within fifteen (15) days.

10.4  Early Termination Fee

If Customer terminates this Agreement prior to the expirationof the then-current Subscription Term for any reason other than Palera’suncured material breach, Customer shall pay Palera an early termination feeequal to the Monthly Subscription Fee multiplied by the number of monthsremaining in the then-current Subscription Term. The Early Termination Fee isdue and payable within fifteen (15) calendar days of the effective date oftermination.

10.5  Data Export and Deletion

During the Subscription Term and for thirty (30) daysfollowing termination, Customer may export Conversation Data using availableexport functionality. After such retrieval window, Palera may delete activecopies of Conversation Data, subject to ordinary-course backups, fraudprevention needs, legal holds, telecom recordkeeping obligations, and securitylogs.

10.6  Survival

Provisions concerning acceptable use, data obligations,ownership, fees, termination, warranties, liability, indemnification,confidentiality, and general terms survive expiration or termination to theextent necessary to give effect to their purpose.

11.  LIMITED WARRANTY ANDDISCLAIMER

11.1  Limited Warranty

Palera warrants, for Customer’s benefit only, that during theapplicable Subscription Term each purchased production Service will perform inall material respects in accordance with the Documentation. Customer’s sole andexclusive remedy for any breach of this warranty will be for Palera to usecommercially reasonable efforts to correct the non-conformity, provide aworkaround, or if neither is commercially reasonable, terminate the affectedService and refund prepaid unused Fees for the terminated portion.

11.2  Warranty Exclusions

The limited warranty does not apply to Trial Subscriptions,Beta Services, issues caused by misuse, unauthorized modifications, excessiveuse, third-party hardware, software, networks, carriers, Connected Services,Customer-side integrations, Customer Equipment failures, or Customer’s failureto implement Documentation.

11.3  Disclaimer

EXCEPT FOR THE LIMITED WARRANTYABOVE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PALERA AND ITSLICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY,OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR APARTICULAR PURPOSE, NON-INFRINGEMENT, OUTPUT ACCURACY, AI CONTENT ACCURACY,CARRIER ACCEPTANCE, DELIVERABILITY, UNINTERRUPTED AVAILABILITY, OR ERROR-FREEOPERATION. PALERA DOES NOT WARRANT THAT IT WILL REVIEW CONVERSATION DATA OR AIOUTPUTS FOR ACCURACY, OR THAT THIRD-PARTY CHANNELS, CARRIERS, OR AI PROVIDERSWILL CONTINUE TO BE AVAILABLE OR PERFORM IN ANY PARTICULAR MANNER.

12.  AVAILABILITY ANDSUPPORT

12.1  Availability

To the extent expressly purchased under an Order Form, theapplicable Services may be subject to Palera’s service level commitments setforth in a separate Service Level Addendum. Unless otherwise stated, anyservice credits are Customer’s sole and exclusive remedy for service-levelfailures. Palera’s availability commitment excludes downtime caused byscheduled maintenance, Customer Equipment failures, Third-Party AI Provider orcarrier outages, force majeure events, or Customer’s own actions.

12.2  Support

During the Subscription Term for paid Services, Palera willprovide support in accordance with the applicable Support Policy or Order Form.To deliver support, Palera’s representative will access Customer’s tenant andreview configuration and operational data to assess issues and work on resolutions.Customer understands and consents to such access for support purposes.

13.  LIMITATION OFLIABILITY

13.1  Consequential Damages Waiver

EXCEPT FOR EXCLUDED CLAIMS(DEFINED BELOW), NEITHER PARTY NOR ITS LICENSORS, AFFILIATES, OFFICERS,DIRECTORS, EMPLOYEES, OR AGENTS SHALL HAVE ANY LIABILITY ARISING OUT OF ORRELATED TO THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL,DATA, BUSINESS INTERRUPTION, OR COSTS OF COVER, EVEN IF ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES.

13.2  Liability Cap

EXCEPT FOR EXCLUDED CLAIMS, EACHPARTY’S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,REGARDLESS OF FORM OR ACTION, WHETHER IN CONTRACT, NEGLIGENCE, OR OTHERWISE,SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PALERA UNDER THISAGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISETO THE CLAIM. FOR THE AVOIDANCE OF DOUBT, PALERA SHALL HAVE NO LIABILITYWHATSOEVER WITH RESPECT TO ANY CONTENT OR FUNCTIONALITY GENERATED BY OR ARISINGFROM THIRD-PARTY ARTIFICIAL INTELLIGENCE SYSTEMS OR CARRIERS.

13.3  Excluded Claims

“Excluded Claims” means: (a) Customer’s payment obligations;(b) Customer’s breach of Sections 2.8 (Acceptable Use), 3 (Conversation Dataand Customer Obligations), 5 (AI + Voice), or 6 (TCPA Compliance); (c) eitherparty’s breach of confidentiality obligations; (d) indemnification obligations;and (e) fraud, willful misconduct, or liabilities that cannot be limited bylaw.

13.4  Allocation of Risk

The parties agree that the limitations in this Sectionallocate the risks under this Agreement and that the Fees reflect suchallocation of risk.

14.  INDEMNIFICATION

14.1  Customer Indemnification

Customer will defend, indemnify, and hold harmless Palera andits Affiliates, officers, directors, employees, contractors, licensors, andagents from and against any and all third-party claims, damages, losses,liabilities, and expenses (including reasonable attorneys’ fees) arising out ofor related to: (a) Customer’s use of the Services in violation of thisAgreement; (b) Customer’s violation of applicable law, including the TCPA, FCCregulations, FTC regulations, privacy laws, or AI-related laws; (c) ConversationData; (d) Customer’s failure to obtain required notices or consents for anyAutomated Outbound Communication; (e) Customer’s Voice AI content, scripts, orcall lists; (f) Customer’s SMS Campaigns or outbound voice campaigns; (g)Customer’s use of any dialing system through the Services; (h) any claim thatthe Services cannot be used to contact emergency services; or (i) anyCustomer-Designated AI Provider, including any claim arising from thatprovider’s AI-generated content, automated communications, data handling,compliance failures, or service failures, regardless of whether such claim isasserted against Palera directly.

14.2  Palera Indemnification

Palera will defend Customer against any third-party claimalleging that the core proprietary Services, when used as authorized under thisAgreement, infringe any U.S. or E.U. intellectual property right and willindemnify Customer for damages and costs finally awarded or approved insettlement, provided that Customer promptly notifies Palera of the claim,grants Palera sole control of defense and settlement, and reasonablycooperates.

14.3  IP Workaround Rights

If the Services become subject to an infringement claim,Palera may at its option: (a) procure the right for Customer to continue usingthe affected Services; (b) modify or replace them to be non-infringing; or (c)terminate the affected Services and refund prepaid unused Fees. This Sectionstates Customer’s sole and exclusive remedy for intellectual propertyinfringement claims.

14.4  Exclusions from Palera Indemnity

Palera’s indemnification obligations do not apply to claimsarising from Customer modifications, combination with non-Palera products,unauthorized use, Conversation Data, Customer’s use of Connected Services, orCustomer settlements or admissions made without Palera’s consent.

14.5  Indemnification Procedure

The indemnified party must promptly notify the indemnifyingparty of a claim. The indemnifying party will control the defense andsettlement, provided it may not settle any claim imposing admissions,non-monetary obligations, or injunctive relief on the indemnified party withoutconsent, not to be unreasonably withheld.

15.  CONFIDENTIALITY

15.1  Protection of Confidential Information

Each party, as receiving party, shall: (a) use at least thesame degree of care to protect Confidential Information as it uses to protectits own confidential information of like nature, but no less than reasonablecare; (b) not disclose Confidential Information to third parties except aspermitted herein; and (c) not use Confidential Information except to performobligations or exercise rights under this Agreement. Disclosure to employees,agents, contractors, Affiliates, and subprocessors is permitted on aneed-to-know basis, subject to confidentiality obligations no less protectivethan those in this Agreement.

15.2  Exclusions

Confidentiality obligations do not apply to information that:(a) was lawfully known without restriction before receipt; (b) becomes publicthrough no fault of the receiving party; (c) is lawfully obtained from a thirdparty without breach of obligation; or (d) is independently developed withoutuse of the disclosing party’s Confidential Information.

15.3  Compelled Disclosure

A receiving party may disclose Confidential Information to theextent required by law, subpoena, or court order, provided the receiving partygives advance notice where lawful and reasonably cooperates, at the disclosingparty’s expense, to limit the disclosure or obtain confidential treatment.

15.4  Return or Destruction

Upon any termination of this Agreement, each party shallpromptly return to the other party all Confidential Information and all copiesthereof in its possession, custody, or control, or certify in writing that allsuch information has been destroyed, unless otherwise expressly provided inthis Agreement.

15.5  Equitable Relief

Each party acknowledges that unauthorized disclosure ofConfidential Information could cause irreparable harm for which damages alonemay be insufficient, and the disclosing party may seek appropriate equitablerelief in addition to all other available remedies.

16.  PUBLICITY

Customer agrees that Palera may use Customer’s name and logoto identify Customer as a Palera customer in Palera’s websites, salesmaterials, and customer lists. Customer may opt out of this use at any time byemailing legal@palera.ai. Any use of Customer’s name or logo will not implyendorsement of the Services by Customer.

17.  INSURANCE

During the Term, each party shall maintain insurance adequatein such party’s good faith business judgment, covering its respectiveactivities and obligations under this Agreement, including coverage forstatutory workers’ compensation and commercial general liability. Each partywill furnish the other party with certificates evidencing such coverage uponrequest.

18.  GENERAL TERMS

18.1  Governing Law

This Agreement is governed by the laws of the State ofDelaware, without regard to conflict of laws rules. The parties shall firstattempt in good faith to resolve any dispute through executive-level escalationfor thirty (30) days following written notice of dispute.

18.2  Arbitration; Class Action Waiver

If a dispute is not resolved through executive escalation, itshall be resolved by final and binding arbitration administered by the AmericanArbitration Association under its Commercial Arbitration Rules in Wilmington,Delaware, before a single arbitrator experienced in SaaS or technologycontracts. Judgment on the award may be entered in any court havingjurisdiction. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY AND TOPARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING.Either party may seek emergency injunctive or other equitable relief in anycourt of competent jurisdiction to prevent irreparable harm pendingarbitration, without waiving its right to arbitration.

18.3  Notices

Legal notices under this Agreement must be in writing anddelivered by email, overnight courier, or certified mail. Notices to Palerashall be sent to legal@palera.ai or JetSpring, LLC d/b/a Palera, 1221 BrickellAvenue, Suite 900, Miami, FL 33131.

18.4  Amendments and Waivers

Except as expressly provided in this Agreement, no amendmentor waiver is effective unless in writing and signed by authorizedrepresentatives of both parties. Palera may update non-material terms,including support policies and the Acceptable Use Policy, upon thirty (30)days’ written notice to Customer; Customer’s continued use following suchnotice period constitutes acceptance. Failure to enforce any provision is not awaiver.

18.5  Entire Agreement; Order of Precedence

This Agreement, together with all incorporated documents andapplicable Order Forms, constitutes the entire agreement between the partieswith respect to its subject matter and supersedes all prior or contemporaneousagreements, proposals, and understandings. In the event of conflict, thefollowing order of precedence applies: (1) Order Form (commercial terms only);(2) Data Processing Addendum or other regulated-data addenda; (3) AI + VoiceSupplemental Terms and Section 5 of this Agreement (for AI and Voice Features);(4) Section 6 of this Agreement (for TCPA and telecom compliance); (5) PrivacyPolicy; (6) this Agreement.

18.6  Force Majeure

Neither party is liable for delays or failures to perform dueto causes beyond its reasonable control, including natural disasters, war,terrorism, labor disruptions, carrier outages, denial-of-service attacks,pandemics, cloud outages, power failures, or Third-Party AI Provider failuresor outages, except that Customer’s payment obligations are not excused.

18.7  Subcontractors

Palera may use Affiliates, subprocessors, and subcontractorsto provide the Services, provided Palera remains responsible for theircompliance with applicable obligations under this Agreement and any applicableDPA.

18.8  Independent Contractors

The parties are independent contractors. Nothing in thisAgreement creates a partnership, franchise, agency, joint venture, oremployment relationship. Palera’s personnel are employees of Palera and not ofCustomer.

18.9  Export Controls and Sanctions

Each party agrees to comply with applicable export control andsanctions laws. Customer represents that neither Customer nor its AuthorizedUsers are prohibited or restricted parties and that Customer will not access oruse the Services in violation of such laws or from embargoed territories.

18.10  Assignment

Customer may not assign this Agreement without Palera’s priorwritten consent. Palera may assign this Agreement, in whole or in part, withoutCustomer’s consent, including in connection with a merger, reorganization,acquisition, sale of substantially all assets, or assignment to an Affiliate orany successor entity. Any assignment by Customer in violation of this Sectionis void. This Agreement will bind and inure to the benefit of the parties andtheir permitted successors and assigns.

18.11  Severability

If any provision of this Agreement is found invalid orunenforceable, it will be limited to the minimum extent necessary so that theAgreement otherwise remains in full force and effect.

18.12  Counterparts and Electronic Signatures

Order Forms and this Agreement may be executed in counterpartsand by electronic signature, each of which will be deemed an original.

18.13  Survival

Any provision that by its nature should survive termination orexpiration shall survive, including provisions concerning payment,confidentiality, ownership, indemnification, limitations of liability, dataretention, TCPA compliance, dispute resolution, export controls, and publicity.

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