Terms of Service

Version 2

Effective Date of Enrollment: August 12, 2026

IMPORTANT — PLEASE READ CAREFULLY

By creating an account, clicking "Accept," or accessing or using the Wringer.ai Platform in any manner, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not create an account or use the Platform. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and references to "you" or "Client" refer to that entity.

1. Definitions

As used in these Terms, the following capitalized terms have the meanings set forth below:

• "Account" means the account registered by Client in the Wringer Portal, under which authorized users may be granted access as permitted in Section 4.

• "Applicable Law" means all federal, state, and local statutes, regulations, rules, orders, and guidance documents as amended from time to time that govern or apply to a party's activities under these Terms, including without limitation: (a) the Telephone Consumer Protection Act ("TCPA"), 47 U.S.C. § 227 and its implementing regulations; (b) the Telemarketing Sales Rule, 16 C.F.R. Part 310; (c) state telemarketing, automatic dialing, and do-not-call statutes in all applicable jurisdictions; (d) the Gramm-Leach-Bliley Act; (e) the California Consumer Privacy Act and California Privacy Rights Act; (f) any applicable state or federal law governing artificial intelligence or automated communications; and (g) all other applicable federal, state, and local laws.

• "Billable Event" means a Transfer, Submission, call, message, DID provisioning, or other chargeable event under the fee structure displayed in the Wringer Portal, including any Transfer Fee or Submission Fee.

• "Business Verification Information" means Client's business entity information submitted to carriers, messaging aggregators, or Registries in connection with provisioning, verification, or registration of telephone numbers or messaging campaigns, including Client's legal entity name, assumed or trade names, employer identification or other business registration number, entity type, jurisdiction of formation, business address, business telephone number, website, authorized representative name and title, sample message content, and opt-in evidence.

• "Client" means the individual, business, or other entity that has accepted these Terms and registered an Account.

• "Consumer" means an individual whose contact information has been submitted to the Platform as a Lead.

• "Dedicated Number" means a telephone number, including a toll-free number, provisioned for the exclusive use of Client's Account and registered with the carriers under Client's own business entity.

• "Dialing Limits" means the outer contact parameters established by Client in the Wringer Portal, including whether Messaging is enabled, the maximum number of calls per Consumer per day, the maximum number of days over which a Consumer may be contacted, the maximum total number of calls per consumer, hours of operation, voicemail settings, and concurrency limits.

• "DID" means a direct inward dialing telephone number provisioned through the Platform for use in Client's campaigns.

• "DID Monthly Fee" means the recurring monthly charge for each active DID provisioned under Client's Account, as set forth in the Wringer Portal at the time of provisioning.

• "DID Provisioning Fee" means the one-time charge assessed when a DID is provisioned through the Platform, as set forth in the Wringer Portal at the time of provisioning.

• "Freshness Requirement" has the meaning given in Section 6.2.

• "Lead" means a record containing a Consumer's PII and associated consent documentation submitted to the Platform by Client for outbound dialing.

• "Managed Dialing" means the Platform feature described in Section 4.3(c) under which Wringer.ai determines timing, sequencing, and number of contact attempts for a Consumer within the Dialing Limits established by Client.

• "Message" means an SMS, MMS, or similar text message transmitted through the Messaging Services.

• "Messaging Services" means the text messaging features of the Platform made available and enabled for Client's Account, as described in Section 6.11.

• "Platform" means Wringer.ai's cloud-based AI-powered outbound dialing, inbound call handling, call orchestration, and live transfer software-as-a-service solution, together with any updates, enhancements, or modifications thereto.

• "PII" means personally identifiable information as defined under Applicable Law, including a Consumer's name, phone number, address, email address, and any other information that identifies or could reasonably identify an individual.

• "Prohibited Submission" has the meaning given in Section 6.6.

• "Recharge Amount" means the dollar amount charged to Client's payment method per auto-recharge event, as configured by Client in the Wringer Portal.

• "Recharge Threshold" means the Account balance level at or below which an automatic recharge is triggered, as configured by Client in the Wringer Portal.

• "Registry" means any industry registry, registrar, or verification system used to register or verify telephone numbers or messaging campaigns, including The Campaign Registry, the toll-free messaging verification, and any successor or comparable system.

• "Scoring Data" means data obtained from third-party data providers regarding a Consumer's telephone number, including line type, carrier, portability, activity, litigation or complaint history indicators, and contactability scores.

• "Services" means the services delivered by Wringer.ai through the Platform under these Terms.

• "Service Term" means the period beginning on the date Client accepts these Terms and continuing until termination in accordance with Section 13.

• "Shared Toll-Free Number" means a toll-free number registered to Wringer.ai and made available for use by more than one Account, as described in Section 6.11(e).

• "Submission" means the transmission of a Lead to the Platform by Client through the API or the Wringer Portal, whether or not the Lead is accepted, dialed, or results in a Transfer.

• "Submission Fee" means the per-Submission fee set forth in Section 5.1.

• "Transfer" means the Platform's AI-orchestrated handoff of a live Consumer call to Client or a designated representative following the AI assistant's qualification interaction.

• "Transfer Fee" means the per-Transfer fee set forth in Section 5.1.

• "Wringer Portal" means the web-based interface at which Client manages its Account, configures campaigns, uploads Leads, sets pricing and billing parameters, and accesses Platform features.

2. Acceptance and Account Binding

2.1 Binding Agreement

These Terms constitute a legally binding agreement between Client and Wringer.ai, Inc., a Delaware corporation ("Wringer.ai"), effective as of the date Client first accepts them. Acceptance occurs when Client: (a) clicks "I Agree" or a similar button during account registration; (b) accesses or uses the Platform in any manner; or (c) submits payment information or initiates a campaign.

2.2 Account-Level Binding

These Terms bind Client at the Account level. The individual who registers the Account and accepts these Terms represents that they have authority to bind Client. All users authorized under the Account are subject to these Terms, and Client is responsible for their compliance as if their actions were Client's own.

2.3 Eligibility

To use the Platform, you must: (a) have the legal authority to enter into these Terms; (b) not be prohibited from using the Platform under Applicable Law; and (c) maintain all licenses, registrations, and authorizations required to conduct the activities for which you intend to use the Platform in each jurisdiction where you operate. The Platform is available across any vertical or industry where outbound calling, inbound call handling, or consumer contact activities are lawfully conducted; Client is solely responsible for ensuring its use of the Platform complies with all Applicable Law specific to its vertical and jurisdiction.

2.4 Updates to These Terms

Wringer.ai may update these Terms from time to time. The following applies to all updates:

• Wringer.ai will provide email notice to the address associated with Client's Account of any update to these Terms, together with a link to the revised Terms.

• Non-material administrative updates take effect thirty (30) days after email notice. Client's continued use of the Platform after the effective date of a non-material update constitutes acceptance.

• If Client objects to any update, Client's sole remedy is to terminate its Account in accordance with Section 13. Termination does not relieve Client of any payment obligations accrued prior to the effective date of termination.

By accepting these Terms, Client acknowledges that future updates may be made and consents to receiving notice of such updates at the email address associated with Client's Account. Notwithstanding the foregoing, where an update materially changes the allocation of compliance responsibility between the parties, enables a new communication channel, or introduces a new telephone number type, Wringer.ai may condition Client's continued access to the affected feature on Client's affirmative acceptance of the updated Terms through the Wringer Portal. Wringer.ai will record the date, time, IP address, and user agent associated with such acceptance.

3. Platform Overview

The Platform enables Client to submit Consumer Leads via API or through the Wringer Portal, automatically dial Consumers during the hours of operation established by Client and within the Dialing Limits established by Client, engage Consumers through an AI-powered conversational assistant to validate interest and collect relevant information, and transfer qualified live Consumers directly to Client or a designated representative. Where Managed Dialing is in effect, Wringer.ai determines the timing, sequencing, and number of contact attempts within those Dialing Limits, as described in Section 4.3(c). The Platform also supports inbound call handling and scheduled consumer callbacks. Client is responsible for ensuring compliance with Applicable Law for all call types, including any differences in consent requirements between outbound, inbound, and callback interactions. When Messaging Services are enabled for Client's Account, references in these Terms to calls, dialing, and campaigns include Messages and Messaging campaigns as context requires, and Section 6.11 applies. Messaging Services include the transmission of a Message to a Consumer in advance of a dial attempt.

Client acknowledges that the Platform uses automated dialing technology and AI-generated voice interactions. Client is solely responsible for ensuring that all calls initiated or received on Client's behalf comply with Applicable Law, including the TCPA and all applicable state telemarketing statutes, regardless of the vertical or product category in which Client operates.

3.1 Call Recording

Client acknowledges that the Platform may record calls when call recording is enabled by Client in the campaign configuration. Client is solely responsible for ensuring that call recording complies with all Applicable Law, including federal and state wiretapping and eavesdropping statutes, and for providing any required notice or obtaining any required consent from Consumers prior to recording. Wringer.ai is not responsible for Client's failure to comply with applicable recording consent laws.

3.2 Platform Provider Status

Wringer.ai is a technology platform provider. As between the parties and to the maximum extent permitted by Applicable Law: (a) Client is the maker and initiator of all calls and Messages and other communications placed through the Platform, which are placed at Client's direction, on Client's behalf, because Client (i) selects and submits each Lead to the Platform; (ii) holds, and warrants under Sections 6.1 and 10.3 that it holds, the consent on which each contact relies; (iii) establishes the Dialing Limits, hours of operation, and voicemail settings applicable to each Consumer; (iv) reviews and affirmatively approves the campaign configuration under Section 4.3, including any Managed Dialing parameters, and adopts that configuration as Client's own instruction; and (v) retains sole and continuing control over whether the dialer is active; (b) Wringer.ai is not a "seller" or "telemarketer" as those terms are defined in the Telemarketing Sales Rule, does not initiate any calls within the meaning of the TCPA, does not select the Consumers to be contacted, does not determine the content of any communication, and does not decide whether any Consumer is contacted, and does not market, advertise, or sell any good or service of its own to Consumers through the Platform; and (c) nothing in these Terms creates any agency, joint venture, partnership, or employment relationship between the parties.

Where Managed Dialing is in effect, Wringer.ai performs only the mechanical sequencing of contact attempts within the Dialing Limits established by Client, as Client's service provider and at Client's instruction. Wringer.ai may place fewer contact attempts than the Dialing Limits permit but will not exceed them. Any use of Scoring Data by the Platform is for the purpose of improving contactability and message deliverability and does not constitute a determination by Wringer.ai that contacting any Consumer is or is not permitted by Applicable Law. Client remains solely responsible for determining whether each Consumer may lawfully be contacted, and Client acknowledges that Wringer.ai's selection of a contact time or the omission of a permitted contact attempt is not compliance advice and does not relieve Client of any obligation under Section 6.

4. Account Setup and Access

4.1 Registration

Client must register an Account through the Wringer Portal prior to using the Platform. Client is responsible for providing accurate and complete registration information and for maintaining the security of its Account credentials. Client must promptly notify Wringer.ai at legal@wringer.ai of any known or suspected unauthorized access to its Account.

4.2 Authorized Users

Client may authorize individual users to access the Platform under Client's Account. Client: (a) is responsible for all activity conducted by its authorized users under Client's Account; (b) must maintain an accurate list of authorized users; and (c) must promptly revoke access for any user who is no longer authorized or affiliated with Client. Wringer.ai has no obligation to verify user authorization and is not liable for unauthorized user activity.

4.3 Campaign Configuration

(a) Managed Configuration. Campaign settings, including, but not limited to, dialing hours, contact frequency limits, retry intervals, voicemail settings, and AI workflow disclosures, are implemented by Wringer.ai administrative personnel based on the instructions, parameters, and compliance requirements provided by Client at onboarding and thereafter ("Managed Configuration"). Wringer.ai's implementation of campaign settings is a technical service performed at Client's direction and does not constitute compliance advice, legal advice, or an assumption of any of Client's compliance obligations.

(b) Self Configuration. If available on the Platform, the Client can configure the campaign settings ("Self Configuration"). In Self Configuration campaigns, the Client is solely responsible for configuring all compliance-related campaign settings within the Platform, including dialing hours, contact frequency limits, retry intervals, and voicemail settings, prior to submitting any Lead or initiating any campaign.

(c) Managed Dialing. Where Managed Dialing is available and elected, Client establishes the Dialing Limits in the Wringer Portal and Wringer.ai determines the timing, sequencing, and number of contact attempts within those Dialing Limits. Client acknowledges and agrees that: (i) the Dialing Limits are Client's own compliance determination, made with reference to the most restrictive standard applicable to each Consumer's jurisdiction; (ii) Wringer.ai makes no representation or warranty that the Dialing Limits Client selects comply with Applicable Law in any jurisdiction; (iii) Wringer.ai will not exceed the Dialing Limits but may place fewer contact attempts than they permit, and no minimum number of contact attempts is guaranteed; and (iv) Client may modify the Dialing Limits or disable the dialer at any time through the Wringer Portal.

(d) Client Review and Approval. Before any campaign is activated, whether Managed Configuration or Self Configuration or Managed Dialing, Client must review the campaign configuration and Dialing Limits in the Wringer Portal and affirmatively approve it. Client's approval constitutes Client's adoption of the configuration as Client's own and Client's confirmation that the configuration complies with Applicable Law in each jurisdiction where the Consumers in Client's campaigns are located. No campaign will initiate outbound contact prior to Client's approval of its configuration.

(e) Configuration Changes. Client may request changes to its configuration at any time through the Wringer Portal or by written request to Wringer.ai. Changes are implemented by Wringer.ai and take effect upon Client's approval of the revised configuration.

(f) Compliance Responsibility. As between the parties, Client remains solely responsible for the legal compliance of all campaign settings, including the Dialing Limits, regardless of whether Managed Configuration or Self Configuration or Managed Dialing. Wringer.ai's implementation of a configuration approved by Client, and Wringer.ai's sequencing of contact attempts within Dialing Limits established by Client, does not transfer any compliance obligation to Wringer.ai.

5. Fees, Billing, and Prepay

5.1 Pricing

Fees for Platform use are visible to Client in the Wringer Portal at the time of campaign configuration and are based on the fee structure made available by Wringer.ai (which may include per-Transfer fees, per-Submission fees, per-Billable-Event fees, per-minute usage fees, DID Provisioning Fees, DID Monthly Fees, or combinations thereof). By configuring and launching a campaign, Client agrees to pay all fees associated with that campaign at the rates then in effect. Wringer.ai may update its available fee structures upon notice as provided in Section 2.4; fee changes applicable to new campaigns take effect upon the date specified in such notice.

Where Client's Account is enrolled in per-Transfer pricing, Client is charged the then-current Transfer Fee for each Transfer, and Client is not separately charged a per-call or per-minute fee for calls placed in connection with that campaign except as displayed in the Wringer Portal.

Where Client's Account is enrolled in per-Submission pricing, Client is charged the then-current Submission Fee for each Submission. A Submission Fee is assessed on submission and is payable whether or not the Lead is accepted by the Platform, dialed, contacted, or results in a Transfer, and whether or not the Lead is a duplicate or is rejected for failure to satisfy Section 6.2 or Section 6.6. The Submission Fee may vary by Account and over time based on Account performance factors, which may include contact rate, transfer rate, duplicate rate, opt-out and complaint rate, and Scoring Data associated with the Leads Client submits. The Submission Fee applicable to Client's Account is displayed in the Wringer Portal and is made available programmatically through the API prior to Submission. Client is responsible for retrieving the then-current Submission Fee before submitting Leads. Submission Fees are non-refundable once assessed. Changes to the Submission Fee structure are governed by Section 2.4; a change to the fee applicable to Client's Account resulting from the application of the disclosed performance factors is not an update to these Terms and takes effect upon display in the Wringer Portal.

5.2 Prepay Billing Model

Client funds an Account balance in advance through the Wringer Portal. Fees for Billable Events, Transfer Fees, Submission Fees, DID Provisioning Fees, DID Monthly Fees, and other Platform usage are drawn down against that balance as they accrue in real time. Client is responsible for maintaining a sufficient Account balance to sustain active campaigns. Wringer.ai has no obligation to advance credit or continue dialing campaigns when Client's Account balance is insufficient.

Prepay billing is available in two modes, which Client selects in the Wringer Portal:

• Manual Top-Up: Client manually funds the Account balance as needed through the Wringer Portal. No automatic recharge occurs. Campaign activity pauses automatically when the Account balance is insufficient to sustain active campaigns.

• Auto-Recharge: Client authorizes Wringer.ai to automatically charge the payment method on file when the Account balance falls to or below the Recharge Threshold. Auto-recharge is governed by Section 5.5.

Client may switch between Manual Top-Up and Auto-Recharge, or modify Auto-Recharge settings, at any time through the Wringer Portal. Changes to recharge settings take effect for the next recharge trigger event.

5.3 Payment Method and Authorization

Client must provide a valid credit card or other payment method accepted by Wringer.ai. By providing payment information, Client authorizes Wringer.ai (and its third-party payment processor) to charge that payment method for: (a) any manual top-up initiated by Client through the Wringer Portal; and (b) if Client has elected Auto-Recharge, any automatic recharge triggered pursuant to Section 5.5.

All payment processing is handled by Wringer.ai's third-party payment processor. Wringer.ai does not store full credit card numbers. Client's payment information is subject to the payment processor's terms and privacy policy in addition to Wringer.ai's Privacy Policy. Client is responsible for maintaining an accurate and current payment method in the Wringer Portal. If a charge to the payment method on file is declined, Wringer.ai will notify Client via email and may suspend campaign activity pending resolution.

Client may update their payment method at any time through the Wringer Portal. Updating the payment method automatically applies to all future charges, including pending auto-recharge triggers. Client is responsible for ensuring its payment method is current prior to any anticipated recharge event.

5.4 Failed Payments

If a charge — whether from a manual top-up or an auto-recharge trigger — is declined or otherwise fails: (a) Wringer.ai will notify Client at the email address on file; and (b) active campaigns will remain paused until the Account balance is sufficient to resume call activity. Wringer.ai does not impose penalties or automatically suspend or terminate Client's Account for failed payments; campaigns will simply remain in a paused state until Client resolves the payment issue.

5.5 Auto-Recharge Authorization

By enabling Auto-Recharge in the Wringer Portal, Client grants Wringer.ai standing authorization to charge the payment method on file for the Recharge Amount each time the Account balance falls to or below the Recharge Threshold, without additional per-transaction approval from Client.

Client acknowledges and agrees that:

• auto-recharge charges may occur at any time, including outside of business hours, whenever the Recharge Threshold is met;

• multiple recharge events may occur within a single billing day if high campaign volume depletes the Account balance more than once;

• Wringer.ai will send an email notification to the address on file each time an auto-recharge is successfully processed, identifying the amount charged and the resulting Account balance;

• if an auto-recharge charge fails, auto-recharge may be automatically suspended until Client resolves the payment issue and re-enables auto-recharge in the Wringer Portal; and

• Client is responsible for monitoring campaign spend to avoid unexpected recharge frequency.

At enrollment, Client sets the Recharge Threshold and Recharge Amount in the Wringer Portal, subject to the minimum and maximum values displayed in the Portal at the time of enrollment. Client may update these parameters at any time; changes take effect for the next recharge trigger event. Wringer.ai reserves the right to adjust minimum and maximum values from time to time with notice to Client as provided in Section 2.4.

All auto-recharge transactions are recorded in Client's Account transaction history, accessible at any time through the Wringer Portal.

5.6 Account Balance and Campaign Continuity

Fees for Billable Events, DID fees, and other Platform usage are drawn against Client's Account balance in real time. The Wringer Portal displays Client's current Account balance, which is updated following each completed Billable Event.

If Client is enrolled in Manual Top-Up mode and the Account balance is insufficient to sustain active campaigns: (a) active campaigns will be paused automatically; (b) Wringer.ai will notify Client via email; and (c) campaigns will resume upon Client's next successful manual top-up. Wringer.ai is not liable for any missed campaign activity, lead aging, or business impact resulting from balance depletion.

If Client is enrolled in Auto-Recharge mode, campaigns will continue so long as auto-recharge events are successfully processed. If an auto-recharge event fails (see Section 5.4), active campaigns may pause.

Wringer.ai does not pay interest on prepay Account balances. Account balances are not FDIC-insured deposits and do not earn any return.

5.7 Refunds and Balance on Termination

Client may request a refund of any unused prepay Account balance at any time, for any reason or no reason, by contacting Wringer.ai at billing@wringer.ai. There are no conditions, restrictions, or qualifying events required to receive a refund of an unused prepay Account balance.

Refunds will be processed to the payment method originally used to fund the balance. If the original payment method is no longer valid, Wringer.ai will work with Client in good faith to arrange an alternative refund method. Refunds may take five (5) to ten (10) business days to appear depending on the payment processor and issuing bank.

For the avoidance of doubt, fees for Billable Events, Transfer Fees, Submission Fees, DID Provisioning Fees, and other Platform usage that have already accrued and been drawn against the Account balance are non-refundable. Only the unused portion of the prepay Account balance is eligible for refund.

5.8 Disputed Charges

Client may dispute any charge in good faith by providing written notice to billing@wringer.ai within ten (10) days of the applicable charge date, specifying the charge(s) at issue, the relevant event or session IDs, and the basis for the dispute. Wringer.ai will review disputed charges against Platform records within ten (10) business days of receiving a complete dispute notice. Undisputed amounts remain due and payable during the pendency of any dispute. If a dispute is resolved in Client's favor, Wringer.ai will apply a credit to Client's Account balance. Credits are drawn before the cash balance on future Platform usage.

5.9 Taxes

Client is responsible for all applicable taxes, levies, or duties imposed by taxing authorities on amounts payable under these Terms, excluding taxes on Wringer.ai's net income.

5.10 Chargebacks and Payment Reversals

Client agrees that the good-faith dispute process set forth in Section 5.8 is the appropriate and exclusive means of contesting any charge assessed by Wringer.ai. Client shall not initiate any chargeback, payment reversal, or similar dispute with its payment provider or issuing bank in connection with any charge by Wringer.ai without first notifying Wringer.ai and completing the process set forth in Section 5.8.

If Client initiates a chargeback, payment reversal, or similar dispute in violation of this Section 5.10, or if a chargeback or payment reversal is issued in connection with a charge that corresponds to Platform services already delivered to Client:

• Client remains liable to Wringer.ai for the full amount of the disputed charge, plus any chargeback, reversal, or dispute fees imposed on Wringer.ai by its payment processor or issuing bank;

• Wringer.ai may apply any remaining Account balance (including any credit balance) to offset amounts owed by Client in connection with the chargeback or reversal;

• Wringer.ai may suspend or terminate Client's Account immediately pending resolution; and

• If Client's Account balance is insufficient to cover amounts owed, Client must pay the outstanding amount within ten (10) business days of written demand by Wringer.ai. Wringer.ai may refer any unpaid balance to collection, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Wringer.ai in recovering amounts due.

6. Compliance Requirements

6.1 TCPA Compliance — Client's Obligations

Client represents, warrants, and covenants that, prior to submitting any Lead to the Platform for outbound dialing, Client has obtained and will maintain documentation of prior express written consent from the applicable Consumer that strictly complies with Applicable Law, including without limitation the TCPA and all implementing regulations, as well as any applicable state telemarketing laws in each jurisdiction where the Consumer resides or where the call is received.

Each such prior express written consent must, at minimum:

• be in writing and signed (including electronic signature) by the Consumer;

• clearly and conspicuously disclose that the Consumer consents to be contacted by Client (or by Client's designated service providers, including automated dialing systems and AI-generated voice) at the telephone number(s) provided;

• specifically identify the purpose of the contact and the product, service, or topic to which it relates;

• not be bundled with unrelated consents or obtained as a condition of purchasing any good or service where such bundling is prohibited; and

• not be procured through misleading, coercive, or deceptive means.

Client is solely responsible for maintaining contemporaneous consent documentation, including third-party consent verification records (e.g., TrustedForm certificates or Jornaya LeadiDs), and for making such documentation available to Wringer.ai upon written request. The obligations in this Section 6.1 apply equally to Leads Client generates directly, Leads Client imports from its own customer relationship management system or other records, and Leads Client acquires from third parties, including through lead exchanges or marketplaces. Acquisition of a Lead through any intermediary, exchange, or vendor does not itself establish consent, and Client may not rely on any intermediary's representation of consent in lieu of the documentation required by this Section 6.1. Wringer.ai does not independently verify the validity, authenticity, or completeness of any consent documentation and relies entirely on Client's representations regarding the compliance of each Lead submitted to the Platform.

6.2 Lead Freshness — 30-Day Maximum

Client must not submit to the Platform any Lead where the Consumer's original opt-in consent was obtained more than thirty (30) calendar days prior to the date of submission to the Platform ("Freshness Requirement"). The relevant date is the date the Consumer's consent was captured, not the date Client acquired or purchased the Lead from a third-party source.

Client is solely responsible for verifying that all Leads meet the Freshness Requirement prior to submission. Wringer.ai does not independently verify lead age or consent timestamps and assumes that all Leads submitted to the Platform are compliant with the Freshness Requirement. Any Lead that fails to meet the Freshness Requirement must not be submitted to the Platform. Client acknowledges that the Freshness Requirement is a material compliance standard and a material condition of these Terms.

6.3 Do-Not-Call Compliance

Prior to submitting any Lead to the Platform, Client must scrub all Consumer phone numbers against: (a) the Federal Trade Commission's National Do-Not-Call Registry; (b) Client's own internal do-not-call list; and (c) any applicable state-level do-not-call registry in the Consumer's state of residence. Client is solely responsible for performing and documenting such scrubbing. Wringer.ai may, at its sole discretion and as a supplemental measure, perform additional DNC scrubbing, but such supplemental scrubbing does not relieve Client of its independent DNC compliance obligations under this Section 6.3 or its obligations to honor reasonable revocations under Section 6.10 below.

6.4 Calling Hours and Frequency Restrictions

Client must configure its campaign settings within the Platform to comply with all applicable federal and state calling hour restrictions. Client acknowledges that certain states impose stricter calling hour windows than federal minimums and is solely responsible for configuring dialing hours in compliance with the most restrictive applicable standard for each Consumer's jurisdiction. Client is solely responsible for establishing Dialing Limits that comply with all Applicable Law, including any contact-frequency restriction applicable in each Consumer's jurisdiction. Where Managed Dialing is in effect, Wringer.ai will sequence contact attempts within Dialing Limits Client establishes and will not exceed them. Client acknowledges that no federal statute or regulation establishes a safe-harbor number of contact attempts, that certain states impose express contact-frequency caps, and that Wringer.ai's Platform defaults are not a representation that any particular number of contact attempts is lawful in any jurisdiction.

6.5 AI Disclosure Requirements

Client acknowledges that the Platform employs an AI-powered conversational assistant that interacts with Consumers prior to transferring calls to a live representative. Client is solely responsible for ensuring that all such AI interactions comply with Applicable Law regarding automated or AI-generated communications, including any federal or state laws requiring disclosure that the Consumer is interacting with an artificial intelligence or automated system. Client must ensure that its campaign workflow configuration includes all required disclosures at the commencement of any AI interaction.

6.6 Prohibited Submissions

Client must not submit to the Platform any Lead that:

• relates to a Consumer who has previously submitted a reasonable request to be placed on Client's internal do-not-call list;

• was obtained through an incentivized consent mechanism (e.g., sweepstakes, gift card offers) not specifically disclosed in the consent language;

• contains fabricated, altered, or synthetic Consumer data;

• pertains to a Consumer who is a minor (under 18 years of age);

• was obtained by a third-party lead generator that Client has not independently verified maintains TCPA-compliant consent collection practices; or

• Client has actual or constructive knowledge is likely to result in a violation of Applicable Law.

6.7 Compliance Records Retention

Client must retain all consent documentation, third-party consent verification records (e.g., TrustedForm certificates, Jornaya LeadiDs), DNC scrub records, and related compliance records for a minimum of five (5) years from the date of the applicable Consumer contact, or such longer period as required by Applicable Law. Upon Wringer.ai's written request in connection with a regulatory inquiry, litigation hold, or audit, Client must produce such records within five (5) business days.

6.8 Audit Rights

Wringer.ai reserves the right, upon not less than five (5) business days' prior written notice (except where Wringer.ai reasonably suspects a material compliance breach, in which case no advance notice is required), to audit Client's compliance with this Section 6. Such audit may include review of consent documentation, DNC scrub logs, submission metadata, and call records accessible through the Platform. Client must cooperate in good faith with any audit. If an audit reveals material non-compliance, Wringer.ai may suspend Client's access to the Platform pending remediation, in addition to exercising any other available remedies.

6.9 HIPAA and Protected Health Information

Wringer.ai is not a "Business Associate" as defined under the Health Insurance Portability and Accountability Act of 1996, as amended, together with its implementing regulations (collectively, "HIPAA"), and the Platform is not designed, configured, or intended to be used for the storage, transmission, or processing of Protected Health Information ("PHI") as defined under HIPAA. Wringer.ai has not entered into a Business Associate Agreement with Client, and these Terms do not constitute a Business Associate Agreement.

Client must not submit, transmit, collect, or otherwise process PHI through the Platform. Client is solely responsible for ensuring that its use of the Platform — including any Lead data submitted, any Consumer interactions conducted through AI-powered calling, and any information collected by the Platform during a call — does not include PHI. If Client is a "Covered Entity" under HIPAA or otherwise handles PHI in the course of its business, Client is solely responsible for obtaining PHI and handling it through channels outside the Platform that provide HIPAA-required safeguards.

Wringer.ai disclaims any and all liability arising from or related to Client's submission or transmission of PHI through the Platform in violation of this Section 6.9.

6.10 Revocation Processing

The Platform analyzes Consumer interactions to identify requests to revoke consent or to cease contact, whether expressed through standard phrases or through other reasonable expressions of revocation intent. Client acknowledges that under Applicable Law, including the TCPA, a Consumer may revoke consent through any reasonable means and that revocation is not limited to specific keywords. Client authorizes and instructs Wringer.ai to process any reasonable revocation requests on Client's behalf. Client acknowledges revocation detection is performed through automated analysis of Consumer interactions and is probabilistic in nature. WRINGER.AI DOES NOT WARRANT THAT THE PLATFORM WILL IDENTIFY EVERY REVOCATION OR DO-NOT-CALL REQUEST. Client remains solely responsible for honoring all revocations of which Client knows or should know, regardless of whether the Platform flags them. A reasonable revocation identified on any channel will be applied to that Consumer across all channels for Client's account, whether voice, voicemail, or Message. Client further acknowledges and agrees that Wringer.ai maintains a Platform-wide suppression list and that a revocation or do-not-contact request received from a Consumer through any Account may be applied to that Consumer across all Accounts, including Client's Account. Client acknowledges that this practice is more restrictive than Applicable Law requires, that it may result in Consumers submitted by Client being suppressed from contact based on requests received through other Accounts, and that no credit, refund, or adjustment is due on account of such suppression.

6.11 Messaging Services

(a) Applicability. This Section 6.11 applies to Messaging Services enabled for Client's Account. Wringer.ai may condition activation of Messaging Services on Client's acceptance of additional messaging-specific terms.

(b) Consent. Prior to submitting any Lead for contact through the Messaging Services, Client must obtain and maintain documentation of prior express written consent from the applicable Consumer that covers text message and otherwise satisfies the requirements of Section 6.1. Client acknowledges that consent to receive calls may not by itself establish sufficient consent to receive Messages where Applicable Law treats the channels separately.

(c) Opt-Outs. The Platform will recognize and honor standard opt-out keywords (including STOP, UNSUBSCRIBE, CANCEL, QUIT, and END) received on Messaging traffic. Client acknowledges that carriers maintain opt-out records at the telephone number level and that an opt-out received on a Shared Toll-Free Number will be applied to that Consumer for every Account using that number as described in Section 6.11(e). Client acknowledges that a Consumer may revoke consent through any reasonable means, including non-standard language, and that Client remains solely responsible for identifying and honoring revocations expressed in ways that the Platform's keyword processing does not capture.

(d) Registration and Industry Standards. Client must cooperate with carrier and registration requirements applicable to its Messaging traffic, including 10DLC campaign registration and toll-free verification as applicable, and must conduct all Messaging in accordance with applicable CTIA messaging principles and carrier acceptable-use policies. Client must provide Business Verification Information as required under Section 6.13 and must ensure that the brand or trade name appearing in the content of any Message matches the entity registered for the telephone number used to send it.

(e) Dedicated and Shared Toll-Free Numbers. Client may lease a Dedicated Number registered under Client's own business entity or, where made available by Wringer.ai, elect to use a Shared Toll-Free Number. With respect to any Shared Toll-Free Number, Client acknowledges and agrees that: (i) the number is registered to Wringer.ai and not to Client, and Wringer.ai is the message sender of record to the carriers with respect to that number; (ii) Client has no exclusive right to the number and Wringer.ai may reassign, migrate, replace, or suspend it at any time; (iii) carriers maintain opt-out records at the number level, so a Consumer who opts out with respect to any Account using that number cannot be sent Messages on that number by Client, and vice versa; (iv) message deliverability, throughput, and number reputation are shared, and the conduct, list quality, or content of any other Account using the number may cause Client's Messages to be filtered, delayed, throttled, or blocked; (v) Wringer.ai makes no representation or warranty as to the deliverability, throughput, or reputation of any Shared Toll-Free Number; and (vi) Wringer.ai may require Client to use a Dedicated Number for any campaign, vertical, or content type, and may withdraw Shared Toll-Free Numbers from availability, in each case at Wringer.ai's discretion.

(f) Message Content and Sender Identification. Client is solely responsible for the content of every Message sent from Client's Account, including identification of the sender in accordance with Section 6.12. Client must not send any Message from a Shared Toll-Free Number that is outside the use case registered for that number, and must not identify Wringer.ai or any Wringer.ai trade name as the sender or as the party on whose behalf a Message is sent except as expressly permitted in writing by Wringer.ai.

(g) Carrier Filtering and Deliverability. Client acknowledges that carriers, messaging aggregators, and Registries independently determine whether a Message is delivered, whether a number or campaign is verified or registered, and what throughput is permitted, and that Wringer.ai does not control those determinations. Wringer.ai has no liability for any Message that is filtered, delayed, throttled, blocked, or undelivered, for any Transfer not received as a result, or for any registration or verification that is delayed, rejected, or revoked.

6.12 Caller Identification

(a) Designated Identifying Name. Client must designate in the Wringer Portal the name by which Client will be identified to Consumers on calls, in voicemail messages, and in Messages sent from Client's Account (the "Designated Identifying Name"). Client represents and warrants that the Designated Identifying Name is either (i) the legal name of the entity under which Client is registered to conduct business with the Secretary of State or comparable authority of its jurisdiction of formation, or (ii) an assumed, fictitious, or trade name that Client owns and has registered with every governmental authority requiring such registration, including, where Client's campaigns solicit a product or service subject to licensure authority. Client must not designate a name that Client does not own or is not authorized to use.

(b) Voice Calls and Voicemail. Client acknowledges that calls and voicemail messages placed through the Platform using the Platform's AI-powered conversational assistant are artificial or prerecorded voice messages under the TCPA. Client is solely responsible for ensuring that its campaign configuration causes each such call and voicemail message to state, at the beginning of the message, the Designated Identifying Name as the identity of the business responsible for initiating the call, and to state a telephone number at which that business may be contacted. Client must provide and maintain a telephone number that is answered during regular business hours, is not the number of the dialer, is not a toll-charged number, and permits a Consumer to make a do-not-call request. Where the call constitutes a telephone solicitation, Client is further responsible for ensuring that the configuration provides the name of the individual caller, the name of the entity on whose behalf the call is made, and a contact telephone number or address.

(c) Caller Identification Transmission. Wringer.ai will transmit caller identification information for calls placed through the Platform and will not block its transmission. Client may elect in the Wringer Portal to have the Platform transmit Client's Designated Identifying Name and Client's customer service telephone number in place of the name and number used in placing the call, as permitted by 47 C.F.R. § 64.1601(e), provided that the number Client designates permits a Consumer to make a do-not-call request during regular business hours. Client is solely responsible for the accuracy of any caller identification information Client designates.

(d) No Identification of Wringer.ai as the Calling Party. Client must not configure, request, or instruct Wringer.ai to identify Wringer.ai, any Wringer.ai affiliate, or any trade name owned by Wringer.ai or any Wringer.ai affiliate as the caller, the sender, the seller, or the party on whose behalf a call, voicemail message, or Message is placed. Wringer.ai may refuse any such configuration or request.

(e) State Requirements. Client acknowledges that certain jurisdictions impose identification requirements more restrictive than federal requirements, including requirements to identify the telemarketer, the entity on whose behalf the call is made, and the purpose of the call within a specified period after the call is answered, and that certain jurisdictions require telemarketers to register with a state authority. Client is solely responsible for configuring its identification disclosures to satisfy the most restrictive standard applicable to each Consumer's jurisdiction and for obtaining any required registration.

6.13 Business Verification and Carrier Registration

(a) Authorization. Client authorizes Wringer.ai to collect Business Verification Information from Client and to submit it to carriers, messaging aggregators, Registries, and Wringer.ai's telecommunications and verification vendors for the purpose of provisioning, verifying, registering, and maintaining telephone numbers and messaging campaigns for Client's Account. Client acknowledges that such submission is a necessary condition of provisioning a Dedicated Number or registering a messaging campaign.

(b) Accuracy and Authority. Client represents and warrants that all Business Verification Information it provides is accurate, complete, and current, that Client is authorized to provide it, and that Client owns or is licensed to use every brand, assumed name, or trade name it submits. Client must promptly update its Business Verification Information through the Wringer Portal upon any change.

(c) No Control Over Carrier Determinations. Client acknowledges that carriers, messaging aggregators, and Registries independently determine whether to verify, register, approve, suspend, or revoke a number or campaign, that Wringer.ai does not control those determinations or their timing, and that Wringer.ai has no liability for any delay, rejection, suspension, or revocation. Wringer.ai may suspend Messaging Services or de-provision a telephone number if a required verification or registration lapses, is rejected, or is revoked, or if Client's Business Verification Information is or becomes inaccurate.

6.14 Consumer Data Enrichment and Scoring

(a) Authorization. Client authorizes Wringer.ai to transmit Consumer telephone numbers and related Lead data to third-party data providers, and to receive and use Scoring Data, for the purposes of number validation, line-type and carrier identification, do-not-call and litigation-risk suppression, and contactability scoring used in Managed Dialing. Client represents and warrants that it has the authority and a lawful basis to permit such transmission and that such transmission is consistent with Client's own privacy policy and any notice provided to the applicable Consumer.

(b) Supplemental Only. Scoring Data is a supplemental measure and does not relieve Client of any obligation under Section 6, including its independent obligations under Sections 6.1, 6.2, 6.3, and 6.6. Wringer.ai does not warrant the accuracy, completeness, or currency of any Scoring Data and has no liability arising from Client's reliance on it. Scoring Data is not obtained or used for the purpose of evaluating a Consumer's eligibility for credit, insurance, employment, or any other purpose that would render it a consumer report under the Fair Credit Reporting Act. Client must not use, and must not request that Wringer.ai use, Scoring Data for any such purpose.

(c) Flow-Down of Data Provider Terms. Client must comply with any use restriction, permissible-purpose limitation, or other term imposed by a third-party data provider and communicated to Client by Wringer.ai. Wringer.ai may suspend or discontinue any data enrichment or scoring feature at any time.

7. License Grant and Restrictions

7.1 License Grant

Subject to Client's compliance with these Terms and timely payment of all applicable fees, Wringer.ai grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the Service Term solely for Client's internal business purposes and in compliance with Applicable Law.

7.2 Restrictions

Client must not: (a) sub-license, resell, rent, or transfer the Platform or the license granted herein to any third party other than authorized users under Section 4.2; (b) use the Platform to generate calls or conduct campaigns on behalf of any third party outside Client's Account; (c) reverse engineer, decompile, or disassemble any component of the Platform; (d) remove or alter any proprietary notices on the Platform; (e) use the Platform in any manner that violates Applicable Law; (f) access the Platform to build a competitive product or service; or (g) use any call recordings, transcripts, AI-generated voices, AI-generated content, prompts, workflows, or other output generated by or obtained through the Platform to train, fine-tune, evaluate, or otherwise develop any artificial intelligence or machine-learning model, product, or service that competes with the Platform.

7.3 Acceptable Use Policy

In addition to the restrictions in Section 7.2, Client and its authorized users must not, and must not permit any third party to:

• Unlawful Conduct. Use the Platform in violation of any Applicable Law, including without limitation telecommunications, consumer protection, privacy, anti-fraud, and anti-spam laws.

• Fraud and Deception. Use the Platform to engage in fraud, phishing, pretexting, scams, impersonation, or any deceptive practice.

• Caller ID Spoofing. Transmit or cause to be transmitted any false or misleading caller identification information in connection with any call initiated through the Platform, or otherwise violate the Truth in Caller ID Act or similar state laws.

• Impersonation of Individuals or Entities. Configure or use the Platform's AI assistant to impersonate any real individual, organization, or government entity without that individual's or entity's explicit authorization; use AI-generated voices modeled on any real person without that person's consent.

• Concealment of AI. Configure AI interactions in a manner that intentionally conceals from Consumers the fact that they are interacting with an AI or automated system, where disclosure of such fact is required by Applicable Law.

• Harassment and Abuse. Use the Platform to harass, threaten, abuse, defame, stalk, or harm any individual.

• Contact with Minors. Target, contact, or solicit any individual known or reasonably believed to be under the age of eighteen (18), consistent with Section 6.6.

• Misuse of Identity. Use, or configure the Platform to use, any name, brand, assumed name, or trade name as the Designated Identifying Name or in the content of any Message that Client does not own or is not authorized to use, or that is not registered with every government authority requiring registration; or configure the Platform to identify any party other than Client, or a name Client is authorized to use, as the caller, sender, or seller.

• Shared Number Misuse. Send Messages from a Shared Toll-Free Number outside the use case registered for that number, or take any action reasonably likely to degrade the deliverability or reputation of a Shared Toll-Free Number for other Accounts.

• Submission Flooding. Submit Leads in volumes, or of a quantity, that Client knows or should know will not produce contactable Consumers, or submit duplicate Leads for the purpose of circumventing Dialing Limits.

• Unauthorized Sensitive Data Collection. Use the Platform to collect or solicit sensitive categories of personal information (including health, financial account, biometric, Social Security, or protected-class information) without the explicit consent of the individual and without complying with all Applicable Law governing such collection.

• Security Interference. Attempt to probe, scan, or test the vulnerability of the Platform; breach or circumvent any security or authentication measures; interfere with or disrupt Platform operation; or transmit any malware, virus, or other harmful code.

• Automated Access. Use any robot, scraper, crawler, or other automated means to access, copy, monitor, or extract data from the Platform, except through documented APIs used in accordance with their published terms and any rate limits.

• Rate Limit Evasion. Circumvent, disable, or attempt to exceed any usage limits, rate limits, concurrency caps, or quotas imposed by the Platform.

Wringer.ai may suspend or terminate Client's access to the Platform immediately, without prior notice or cure period, upon any violation of this Section 7.3. Suspension or termination under this Section does not limit any other remedies available to Wringer.ai.

8. Intellectual Property

8.1 Ownership

As between the parties, Wringer.ai owns and retains all right, title, and interest in and to the Platform, including all software, algorithms, AI models, workflows, documentation, and improvements thereto, together with all associated intellectual property rights. Client acquires no ownership interest in the Platform by virtue of these Terms. All Lead data and Consumer PII submitted by Client remains the property of Client, subject to Wringer.ai's right to process such data for the limited purpose of delivering the Platform services and as set forth in Section 8.2 (AI Models and Your Data).

8.2 AI Models and Your Data

Wringer.ai does not use Client data, Consumer data, call recordings, transcripts, or AI-generated outputs to train, fine-tune, or otherwise modify the weights or parameters of any artificial intelligence or machine-learning model. Wringer.ai does not provide Client data, Consumer data, call recordings, transcripts, or AI-generated outputs to any third party for that party's own model training or fine-tuning purposes.

Wringer.ai may access and use call recordings, transcripts, AI-generated outputs, and aggregated usage data for the following service-delivery and improvement purposes:

• Refining and improving the prompts, instructions, and example dialogues used by the Platform's AI assistant;

• Developing, evaluating, and improving workflows, voice models, and other configurable components made available through the Platform;

• Diagnosing Platform issues, investigating incidents, and providing customer support;

• Producing aggregated, de-identified metrics for product analytics, Platform quality assessments, and internal reporting.

For clarity, the foregoing activities involve prompt and workflow refinement by Wringer.ai personnel and do not involve training, fine-tuning, or otherwise modifying the weights or parameters of any AI or machine-learning model on Client or Consumer data.

The Platform relies on third-party AI services — including, without limitation, speech-to-text, large language model, and text-to-speech providers — to process call interactions. Each such third-party service is subject to its own data use policies, which Wringer.ai does not control. Wringer.ai will take commercially reasonable steps to select third-party AI providers whose data use policies are consistent with the commitments set forth in this Section 8.2.

8.3 Ownership of Call Recordings, Transcripts, and AI-Generated Content

As between the parties:

• Call Recordings and Transcripts. Call recordings and the corresponding transcripts generated by the Platform remain the property of Client, subject to Wringer.ai's right to process, store, and use such data to deliver the Services and as set forth in Section 8.2. Client is solely responsible for ensuring that the recording and transcription of calls complies with all Applicable Law (see Section 3.1).

• AI-Generated Outputs. Summaries, scores, analyses, disposition classifications, and other outputs generated by the Platform's AI from call interactions are provided to Client for Client's internal business use under the license granted in Section 7.1, subject to the restrictions in Section 7.2 (including Section 7.2(g)).

• AI-Generated Voices. Synthesized voices used by the Platform's AI assistant — whether provided by Wringer.ai or a third-party text-to-speech provider — remain the property of Wringer.ai or the applicable third-party provider. Client acquires no ownership interest in any AI-generated voice and may use such voices only as part of Client's permitted use of the Platform during the Service Term.

• Client Configurations. Operational settings that Client configures through the Wringer Portal — including source settings, dialing hours, concurrency limits, retry intervals, voicemail settings, routes, DIDs, webhook endpoints, and Lead data — ("Client Configurations") remain the property of Client. Client grants Wringer.ai a non-exclusive, royalty-free, worldwide license to use Client Configurations for the limited purpose of delivering the Services, including as set forth in Section 8.2.

8.4 Feedback

Client may, but is not required to, provide Wringer.ai with suggestions, ideas, comments, enhancement requests, recommendations, or other feedback relating to the Platform or the Services ("Feedback"). Client grants Wringer.ai a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, incorporate, and exploit any Feedback for any purpose, without any obligation to compensate or attribute Client. Client represents that it has all rights necessary to grant this license and that any Feedback provided is not confidential to Client or any third party.

9. Data Privacy and Security

Each party shall comply with all Applicable Law in connection with the processing of Consumer PII under these Terms, including without limitation the CCPA, GLBA, and applicable state data security laws. Wringer.ai will maintain commercially reasonable technical and organizational security measures designed to protect Consumer PII against unauthorized access, disclosure, or loss. In the event of a confirmed data breach affecting Consumer PII, the party that experienced the breach must notify the other party within seventy-two (72) hours of confirmation and must cooperate in any required regulatory notifications.

Client represents and warrants that it has authority to submit Consumer PII to the Platform and that such submission is consistent with Client's privacy policy and Applicable Law. Client must not submit to the Platform any PII that Client is not authorized to process or transfer. Wringer.ai's Privacy Policy governs Wringer.ai's handling of personal data relating to Client's Account users.

With respect to Consumer PII, Client is the business or controller and Wringer.ai is the service provider or processor. Wringer.ai will: (a) process Consumer PII only to perform the Services and for the purposes described in Section 8.2, Section 6.14, and these Terms, and not for its own commercial purposes; (b) not sell or share Consumer PII as those terms are defined under Applicable Law; (c) not combine Consumer PII with personal information received from any other source except as permitted by Applicable Law; (d) bind each subcontractor and third-party data provider to obligations no less protective than those in this Section 9; (e) provide reasonable assistance to Client in responding to verified Consumer requests to know, delete, correct, or opt out; (f) notify Client if Wringer.ai determines it can no longer meet its obligations under Applicable Law; and (g) upon Client's written request following termination, delete or return Consumer PII in Wringer.ai's possession, subject to any retention required by Applicable Law or by a litigation hold. Client may take reasonable and appropriate steps, not more than once annually absent cause, to verify Wringer.ai's compliance with this Section 9.

10. Representations and Warranties

10.1 Wringer.ai Warranties

Wringer.ai represents and warrants that: (a) it has full corporate authority to enter into these Terms; (b) the Platform will perform materially in accordance with its documentation during the Term; and (c) it will maintain the Platform in compliance with Applicable Law governing its operation as a technology service provider in all material respects. Wringer.ai does not independently verify the age, authenticity, completeness, or validity of any Lead, consent documentation, or third-party consent verification records submitted by Client, and relies entirely on Client's representations and warranties under these Terms with respect to Lead compliance.

10.2 Client Warranties at Account Registration

Client represents and warrants, as of the date Client accepts these Terms, that:

• Client has full authority (corporate or otherwise) to accept these Terms and to perform its obligations hereunder;

• Client holds all required licenses, registrations, and authorizations to conduct the activities for which it intends to use the Platform in each applicable jurisdiction;

• Client has in place written compliance policies and procedures governing its consent collection, DNC scrubbing, and outbound dialing operations designed to comply with Applicable Law;

• Client has in place processes to verify that all Leads submitted to the Platform carry consent captured within thirty (30) days prior to submission;

• Client has in place processes to scrub Consumer phone numbers against the National Do-Not-Call Registry and applicable state DNC registries prior to submission; and

• Client's acceptance of these Terms does not violate any other agreement to which Client is a party.

10.3 Rolling Per-Submission Warranties

Client represents and warrants, with respect to each Lead submitted to the Platform, that at the time of submission:

• the Consumer has provided prior express written consent to be contacted via automated dialing technology and artificial or prerecorded voice, including AI-generated voice, that complies in all material respects with the TCPA and Applicable Law, and Client maintains documentation of such consent;

• the Consumer's consent was captured no more than thirty (30) calendar days prior to the date of submission;

• the Consumer's phone number has been scrubbed against the National Do-Not-Call Registry and all applicable state DNC registries within the preceding thirty (30) days;

• the Lead does not constitute a Prohibited Submission as defined in Section 6.6; and

• to Client's knowledge, the consent was not obtained through misleading, coercive, deceptive, or incentivized means not disclosed in the consent language.

Client acknowledges that each submission of a Lead to the Platform constitutes a renewal of the warranties in this Section 10.3 with respect to that Lead. Wringer.ai relies on these representations and does not independently verify compliance of individual Leads.

10.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, THE PLATFORM IS PROVIDED "AS IS" AND WRINGER.AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WRINGER.AI DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM SECURITY VULNERABILITIES.

11. Limitation of Liability

11.1 Exclusion of Certain Damages

NEITHER PARTY MAY RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS, INCLUDING CLAIMS BASED ON ANY CONTRACT, EQUITABLE, TORT, STATUTORY, REGULATORY, OR COMMON LAW THEORY.

11.2 Aggregate Cap

EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS, REGARDLESS OF THE DAMAGES THEORY, SHALL NOT EXCEED THE TOTAL GROSS FEES PAID OR PAYABLE BY CLIENT TO WRINGER.AI UNDER THESE TERMS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

11.3 Aggregation

The caps in Sections 11.1 and 11.2 are aggregated across all claims and apply to all claims based on any contract, equitable, tort, statutory, regulatory, or common law theory.

11.4 Exceptions

The foregoing limitations shall not apply to: (a) claims caused by a party's gross negligence or willful misconduct; (b) a party's breach of Section 14 (Confidentiality); (c) a party's breach of Section 8 (Intellectual Property); or (d) a party's indemnification obligations under Section 12 with respect to a third-party claim.

11.5 Communications Delivery

WITHOUT LIMITING SECTIONS 11.1 THROUGH 11.4, WRINGER.AI HAS NO LIABILITY FOR ANY MESSAGE OR CALL THAT IS FILTERED, BLOCKED, THROTTLED, DELAYED OR UNDELIVERED, FOR ANY REDUCTION IN THROUGHPUT OR NUMBER REPUTATION, FOR ANY TRANSFER NOT RECEIVED AS A RESULT, OR FOR ANY ACT OR OMISSION OF A CARRIER, MESSAGING AGGREGATOR, REGISTRY, OR THIRD-PARTY DATA PROVIDER, INCLUDING ANY EFFECT ON CLIENT ARISING FROM ANOTHER ACCOUNT'S USE OF A SHARED TOLL-FREE NUMBER.

12. Indemnification

12.1 Wringer.ai Indemnification

Wringer.ai will indemnify, hold harmless, and defend Client, its affiliates, and their respective officers, directors, employees, and agents from and against all damages, losses, costs, and expenses (including reasonable outside attorneys' fees) resulting from third-party claims arising from or related to: (a) Wringer.ai's breach of these Terms; (b) a violation of Applicable Law by Wringer.ai in connection with its operation of the Platform as a technology service provider; (c) unauthorized access or disclosure by Wringer.ai of Client's Confidential Information; (d) infringement of a third party's intellectual property rights arising from the Platform as provided by Wringer.ai and used by Client in accordance with these Terms; or (e) calls, voicemail messages, or Messages placed through the Platform in excess of the Dialing Limits established by Client, in each case as a result of a failure of the Platform to operate in accordance with Client's approved configuration.

12.2 Client Indemnification

Client will indemnify, hold harmless, and defend Wringer.ai, its affiliates, and their respective officers, directors, employees, and agents from and against all damages, losses, costs, and expenses (including reasonable outside attorneys' fees and regulatory fines) resulting from third-party claims and regulatory proceedings arising from or related to: (a) Client's or its authorized users' actions or omissions in connection with the Leads, Consumer contacts, or Client's other obligations under these Terms; (b) Client's breach of these Terms; (c) a violation of Applicable Law by Client or its authorized users, including without limitation any TCPA violation, state telemarketing law violation, or DNC violation arising from Client's outbound dialing activities; (d) Client's failure to obtain valid TCPA-compliant consent prior to submitting a Lead, or Client's submission of Leads that fail the Freshness Requirement or constitute Prohibited Submissions; (e) unauthorized access or disclosure by Client of Wringer.ai's Confidential Information; (f) any Consumer complaint, regulatory inquiry, or enforcement action resulting from Client's use of the Platform or its calling activities; (g) the Dialing Limits, hours of operation, or voicemail settings established by the Client, including any claim that the frequency, timing, or number of contact attempts violated Applicable Law; (h) Client's Business Verification Information, or Client's use of any Designated Identifying Name, brand, assumed name, or trade name, including any claim that Client was not licensed or registered to solicit under that name; (i) Client's identification of itself, or failure to identify itself, on any call, voicemail message, or Message; or (j) any fine, penalty, surcharge, or pass-through charge imposed on Wringer.ai by a carrier, messaging aggregator, or Registry attributable to Client's traffic, including traffic sent on a Shared Toll-Free Number.

12.3 Indemnification Procedure

The party seeking indemnification must: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (failure to provide timely notice does not relieve the indemnifying party except to the extent it is materially prejudiced); (b) grant the indemnifying party sole control of the defense and settlement of the claim, provided the indemnifying party may not settle any claim that imposes any obligation, restriction, or liability on the indemnified party without the indemnified party's prior written consent; and (c) provide reasonable cooperation in the defense at the indemnifying party's expense. Indemnification obligations survive termination of these Terms.

13. Term and Termination

13.1 Term

These Terms commence when Client accepts them and continue until terminated in accordance with this Section.

13.2 Termination for Cause

Either party may terminate these Terms upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

13.3 Suspension or Termination for Compliance Risk

Wringer.ai may suspend or terminate Client's access to the Platform immediately, without prior notice or cure period, if Wringer.ai reasonably determines that Client's use of the Platform poses a material risk of TCPA, FTC, or other regulatory liability to Wringer.ai, or if Client has submitted Prohibited Submissions or materially violated Section 6.

13.4 Termination for Convenience

Either party may terminate these Terms for any reason upon thirty (30) days' prior written notice to the other party. All fees accrued prior to the effective date of termination remain due and payable.

13.5 Effect of Termination

Upon termination: (a) all licenses granted herein immediately terminate; (b) Client must cease all use of the Platform; (c) Wringer.ai will provide Client access to export its data for thirty (30) days following termination; (d) all outstanding payment obligations accrued prior to termination remain due; and (e) Sections 5.10, 6.7, 6.10, 6.12, 6.13, 6.14, 8, 9, 10, 11, 12, 14, and 15 survive termination.

14. Confidentiality

Each party agrees to maintain in strict confidence the other party's "Confidential Information" — meaning any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including without limitation pricing terms, Platform technology, Client's lead sources and campaign data, and Consumer PII. Each party must protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Obligations under this Section do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known to the receiving party before disclosure; or (c) is required to be disclosed by Applicable Law or court order, provided the receiving party gives prompt written notice and cooperates in seeking a protective order. Confidentiality obligations survive termination of these Terms for five (5) years.

15. General Provisions

15.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

15.2 Dispute Resolution

Any dispute arising out of or related to these Terms that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (for claims under $250,000) or its Comprehensive Arbitration Rules and Procedures (for claims of $250,000 or above). Arbitration shall take place in Wilmington, Delaware. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS. Judgment on any arbitration award may be entered in any court of competent jurisdiction in the State of Delaware.

15.3 Notices

Notices under these Terms must be in writing and delivered by: (a) email with written confirmation of receipt; (b) overnight courier; or (c) certified mail, return receipt requested. Notices to Wringer.ai shall be sent to legal@wringer.ai. Notices to Client shall be sent to the email address on file in Client's Account.

15.4 Assignment

Client may not assign these Terms or any rights or obligations hereunder without Wringer.ai's prior written consent, which shall not be unreasonably withheld. Wringer.ai may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity, provided Wringer.ai provides written notice within ten (10) days. Any purported assignment in violation of this Section is null and void.

15.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, government actions, telecommunications failures, or cyberattacks.

15.6 Entire Agreement

These Terms constitute the entire agreement between the parties with respect to Client's use of the Platform and supersede all prior agreements and understandings relating to the same subject matter.

15.7 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.8 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

15.9 Contact Information

For questions about these Terms, please contact Wringer.ai at legal@wringer.ai.

15.10 Export Controls and Sanctions

Client represents, warrants, and covenants that: (a) Client is not located in, organized under the laws of, or a resident of any country or territory subject to a comprehensive trade embargo or sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") or other applicable U.S. sanctions authority; (b) Client is not identified on any U.S. government restricted-party list, including without limitation OFAC's Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce's Denied Persons List and Entity List, or the U.S. Department of State's debarred parties list; and (c) Client will not use, export, re-export, or transfer the Platform or any Platform-generated data in violation of any applicable U.S. export control, trade sanctions, or import laws and regulations, including without limitation the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). Client is solely responsible for compliance with all such laws in its use of the Platform.

15.11 Order of Precedence

In the event of any conflict or inconsistency between these Terms and any other document executed between the parties in connection with Client's use of the Platform, the following order of precedence shall apply (with items higher on the list controlling over items lower on the list):

1. any written Enterprise Agreement or Master Services Agreement signed by authorized representatives of both parties;
2. any written Data Processing Agreement, Business Associate Agreement, or similar privacy or data protection addendum signed by authorized representatives of both parties;
3. any written Order Form, Statement of Work, or similar commercial document signed by authorized representatives of both parties;
4. these Terms of Service;
5. the Dialer Activation Acknowledgement accepted by Client in the Wringer Portal, which supplements and does not supersede these Terms, except that where the Acknowledgment imposes a more restrictive obligation on Client, the more restrictive obligation controls; and
6. the Privacy Policy referenced in these Terms, with respect to matters within its scope.

Unsigned communications — including email, sales materials, or informal statements — do not modify these Terms and have no precedence.

ACKNOWLEDGMENT OF ACCEPTANCE

By clicking "Accept," creating an Account, or using the Platform, Client acknowledges that it has read, understood, and agrees to be bound by these Terms of Service — including all provisions governing fees, prepay billing, auto-recharge authorization, and compliance obligations. This constitutes a legally binding agreement. If Client does not agree, it should not create an Account or use the Platform.

For questions about these Terms, billing, or your Account, contact Wringer.ai at legal@wringer.ai or billing@wringer.ai.