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MASTER SERVICES AGREEMENT

1. DEFINITIONS. As used in this Agreement:

1.1 “Authorized Users” means Client’s employees, contractors, and agents who are authorized by Client and Provider to access and use the Platform under this Agreement.

1.2 “Client Data” means all data, leads, call recordings, and other content submitted or transmitted by Client or its Authorized Users through the Platform.

1.3 “Confidential Information” means any non-public 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 the circumstances of disclosure, including, without limitation, the terms of this Agreement, pricing, business plans, customer data, and technical specifications.

1.4 “Fees” means the amounts payable by Client to Provider as set forth in the applicable Order Form.

1.5 “Order Form” means a written order document executed by the Parties specifying deal-specific commercial terms including seat count, pricing, activation date, and billing cadence, which is incorporated into and governed by this Agreement. Order Forms may take place through Qwilr or other third party sales proposal and order form software as Provider may use from time to time. Each such sales proposal is considered an Order Form for purposes of this Agreement.

1.6 “Platform” means the Dialer.io software-as-a-service platform, including all associated software, APIs, dashboards, and documentation made available by Provider to Client under this Agreement.

1.7 “Services” means access to the Platform and all related services provided by Provider to Client under this Agreement and any applicable Order Form.

2. SERVICES

2.1 Scope of Services. Subject to the terms of this Agreement and any Order Form executed by the Parties, Provider will make the Platform available to Client’s Authorized Users. The Services include:

(a) Analytics and reporting dashboard within the Dialer.io portal;

(b) Real-time spam monitoring and pick-up rate optimization technology;

(d) Guidance on requirements for adding, removing, and syncing leads between the Platform and Client’s CRM, including identification of required automations and API documentation, sample payloads, and error-handling guidance; and

(e) 24/7 support via intercom support chat, with response times of three (3) to eight (8) hours during business hours and eight (8) to twenty-four (24) hours outside business hours.

2.2 Features Not Included. Unless separately agreed in an applicable Order Form and subject to additional fees, the following are outside the scope of Services:

(a) Troubleshooting of Client’s hardware, software, or network issues (including headsets, firewalls, or local device settings);

(b) Building or modifying automations, integrations, or data transfers between systems;

(d) Reworking automations originally built by Provider that have been subsequently altered, edited, or deleted by Client or any third party;

(e) Training sessions for new hires or ongoing team proficiency sessions beyond the initial launch training;

(f) Ongoing instant messaging support access, except that temporary access may be granted on a per-case basis for up to one (1) week following account launch; and

(g) Custom development, redesign, or interface alterations to modify the Platform to match Client’s desired look, layout, or workflow.

2.3 Campaign Limitations. Unless separately agreed in an applicable Order Form and subject to additional fees, the following are outside the scope of Services:

(a) Maximum of two (2) campaigns per seat running concurrently. Additional campaigns require a separate pricing arrangement;

(b) All standard pricing is for single-country dialing and campaigns. Multi-country dialing will be priced separately based on applicable country phone charges, number costs, and campaign count; and

(c) No platform customizations will be performed during the first six (6) weeks of service. Preset standard campaigns, including a speed-to-lead campaign configured for maximum contact rates, will be deployed during this period.

2.4 Optional Add-Ons. Client may elect optional add-on services, including done-for-you (DFY) paid automation build projects and pre-built CRM (GHL) packages, subject to separate pricing and terms. Following completion of any automation project, Client’s internal technical or operations staff is responsible for maintaining and adjusting automations unless ongoing maintenance is explicitly included in a separate automation services agreement.

2.5 Multi-Country and Non-Standard Builds. If multi-country dialing or any customized configuration is required, pricing will be agreed upon separately in a written Order Form or Order Form addendum.

2.6 Authorized Users; Account Security. Client is responsible for (a) ensuring that only Authorized Users access and use the Platform; (b) maintaining the confidentiality of all account credentials and access codes; and (c) all activities that occur under Client’s account, whether or not authorized by Client. Client will promptly notify Provider of any unauthorized use of Client’s account or any known or suspected security breach. Provider will not be liable for any loss or damage arising from Client’s failure to maintain the security of its account credentials.

2.7 Acceptable Use. All use of the Platform by Client and its Authorized Users is subject to Provider’s Acceptable Use Policy (“AUP”), which is incorporated into this Agreement by reference and presented to each Authorized User at account creation as a mandatory acceptance step. Client is responsible for ensuring that all Authorized Users comply with the AUP at all times.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Provider the Fees set forth in the applicable Qwilr Order Form.

3.2 Billing Commencement. Billing commences on the date seats are activated for Client’s account.

3.3 Payment Terms. All invoices are due and payable as follows: Call and usage charges are billed on a weekly basis and Platform subscriptions are billed on a monthly or quarterly basis. All payment terms shall be set forth in the applicable Order Form.

3.4 Fee Disputes. If Client disputes any portion of an invoice in good faith, Client must (a) pay the undisputed portion by the invoice due date; and (b) provide Provider with written notice of the disputed amount within seven (7) days of receipt of the invoice, specifying in reasonable detail the basis for the dispute. The Parties will work in good faith to resolve any fee dispute within thirty (30) days of such notice. Amounts determined to be owed will be paid promptly with interest accrued at the rate set forth in Section 3.5 from the original due date.

3.5 Late Payments. Amounts not paid by the due date (excluding amounts subject to a good-faith dispute under Section 3.4) will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the due date until the date of payment. Provider reserves the right to suspend Services upon ten (10) days’ written notice if any undisputed payment remains outstanding.

3.6 Taxes. Client is responsible for all applicable sales, use, excise, or similar taxes arising from the Services, excluding taxes on Provider’s net income.

4. TERM AND TERMINATION

4.1 Initial Term. This Agreement commences on the Effective Date and continues for an initial term of [1] 90 days (the “Initial Term”), unless earlier terminated in accordance with this Section 4.

4.2 Renewal. Following the expiration of the Initial Term, this Agreement will automatically renew on a month-to-month basis unless either Party provides thirty (30) days’ prior written notice of non-renewal.

4.3 Termination for Convenience. After the Initial Term, either Party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to the other Party.

4.4 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach in reasonable detail.

4.5 Early Termination Qualification. To qualify for consideration of early termination, ie termination during the Initial Term, each dialing agent assigned to Client’s account must have accrued a minimum of one hundred (100) hours of “Ready” status within the Platform. This threshold is required to ensure sufficient usage and data volume to properly evaluate system performance. Failure to meet this minimum usage requirement renders any request for early termination invalid.

4.6 Refund Policy. No refunds will be issued for early termination. Subscription Fees are payable in consideration for Dialer.io making the Platform, licensed features, accounts and associated services available to the Client during the Subscription Term.

4.7 Suspension/Pause Policy. The Client acknowledges that Subscription Fees are not calculated by reference to the Client’s actual use of the Platform. The Client’s failure or decision not to access, activate or use the Platform, whether in whole or in part, does not suspend, reduce or otherwise affect the Client’s payment obligations and does not entitle the Client to any refund, credit, rebate or extension of the Subscription Term. The Subscription Term is continuous and may not be paused, suspended, deferred, frozen or extended at the Client’s request. Any temporary reduction in the Client’s business operations, staffing levels, lead volume, campaign activity or intended use of the Platform does not suspend or alter the Subscription Term or the Client’s obligation to pay the applicable Fees. If the Client elects not to use the Platform for any period during the Subscription Term, that period will continue to form part of the Subscription Term.

4.8 Effect of Termination. Upon termination or expiration of this Agreement:

(a) all rights and licenses granted to Client hereunder will immediately terminate;

(b) Client will promptly cease using the Platform and all related Services; and

(c) each Party will, upon written request of the other, promptly return or destroy all Confidential Information of the other Party in its possession.

4.9 Survival. The following provisions will survive termination or expiration of this Agreement: Section 1 (Definitions), Sections 3.4 through 3.6 (to the extent amounts remain outstanding), Section 4.7 (Effect of Termination), this Section 4.8, Section 5 (Representations and Warranties), Section 6 (Confidentiality), Section 7 (Data, Compliance, and Privacy) to the extent Client Data remains in Provider’s possession, Section 8 (Intellectual Property), Section 9 (Limitation of Liability and Indemnification), Section 10 (Governing Law and Dispute Resolution), and Section 11 (General Provisions).

5. REPRESENTATIONS AND WARRANTIES

5.1 Mutual Representations. Each Party represents and warrants to the other as of the Effective Date that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms; and (d) the execution and performance of this Agreement does not and will not violate any applicable law, regulation, or agreement to which it is a party.

5.2 Provider Warranties. Provider represents and warrants that: (a) the Platform will perform materially in accordance with Provider’s standard documentation during the term; (b) Provider has the right to grant the license set forth in Section 8.3 and the Platform does not, to Provider’s knowledge, infringe any third-party intellectual property right; (c) Provider will not knowingly introduce any malicious code, virus, or other harmful component into the Platform; and (d) Provider will perform the Services in a professional and workmanlike manner consistent with industry standards.

5.3 Client Warranties. Client represents and warrants that: (a) all information provided to Provider in connection with this Agreement is accurate and complete in all material respects; (b) Client has obtained all necessary rights, consents, and permissions required to provide Client Data to Provider and to use the Platform in connection with Client Data; and (c) Client’s use of the Platform will comply with all applicable laws and regulations and with the AUP.

5.4 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS.” PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. THIRD-PARTY SERVICES INTEGRATED WITH THE PLATFORM (INCLUDING FIVE9) ARE PROVIDED SUBJECT TO THE TERMS OF THOSE THIRD PARTIES, AND PROVIDER MAKES NO WARRANTIES WITH RESPECT TO SUCH THIRD-PARTY SERVICES.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party (the “Receiving Party”) may receive Confidential Information of the other Party (the “Disclosing Party”) in connection with this Agreement. Confidential Information has the meaning set forth in Section 1.3.

6.2 Obligations. The Receiving Party will:

(a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;

(b) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent; and

6.3 Exceptions. Confidentiality obligations do not apply to information that:

(a) is or becomes publicly available through no fault of the Receiving Party;

(b) was rightfully known to the Receiving Party without restriction before disclosure;

(d) is required to be disclosed by applicable law or court order, provided the Receiving Party gives prompt prior written notice to the Disclosing Party to the extent permitted by law and reasonably cooperates with any effort to obtain a protective order.

6.4 Survival. Confidentiality obligations will survive termination or expiration of this Agreement for a period of three (3) years.

7. DATA, COMPLIANCE, AND PRIVACY

7.1 Client Compliance Obligations. Client is solely responsible for ensuring its use of the Platform complies with all applicable laws and regulations, including, without limitation, the Telephone Consumer Protection Act (TCPA), Federal Communications Commission (FCC) rules and regulations, the California Consumer Privacy Act (CCPA), the California Invasion of Privacy Act (CIPA), the General Data Protection Regulation (GDPR) (to the extent applicable), and applicable Canadian privacy legislation.

7.2 Call Recording and Consent. Client is solely responsible for obtaining all legally required consents from individuals prior to initiating, recording, or monitoring any call made through the Platform. Client’s obligations regarding call recording consent are further addressed in the Call Recording and Consent Policy, which is incorporated into this Agreement by reference and executed concurrently herewith. Provider expressly disclaims any liability arising from Client’s failure to obtain required consents.

7.3 Data Ownership. Provider does not take ownership of, and has no claim to, any Client Data. Client retains all right, title, and interest in and to Client Data.

7.4 Data Processing. The Parties’ respective obligations with respect to the processing, retention, and security of personal data are governed by the Data Processing Agreement (“DPA”) executed concurrently with this Agreement and incorporated herein by reference. In the event of any conflict between this Agreement and the DPA with respect to data protection matters, the DPA will control.

7.5 Provider Security Obligations. Provider will implement and maintain commercially reasonable technical and organizational measures designed to protect Client Data from unauthorized access, disclosure, alteration, or destruction. Provider will notify Client without undue delay, and in any event within seventy-two (72) hours, upon becoming aware of any confirmed security breach affecting Client Data.

8. INTELLECTUAL PROPERTY

8.1 Provider IP. All intellectual property rights in and to the Platform, software, documentation, and technology (including, without limitation, number rotation technology, spam flagging algorithms, and any innovations developed by Provider or its staff during the term of this Agreement) are and will remain the exclusive property of Provider. Nothing in this Agreement grants Client any ownership interest in Provider’s intellectual property.

8.2 Client IP. All intellectual property rights in and to Client Data and any materials provided by Client to Provider remain the exclusive property of Client. Nothing in this Agreement grants Provider any ownership interest in Client’s intellectual property.

8.3 License Grant. Subject to Client’s compliance with this Agreement and timely payment of all Fees, Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for Client’s internal business purposes during the term of this Agreement.

8.4 Feedback. If Client provides Provider with any suggestions, ideas, enhancement requests, or other feedback regarding the Platform (“Feedback”), Client hereby grants Provider a perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Platform and Provider’s other products and services without any obligation of compensation or attribution to Client.

9. LIMITATION OF LIABILITY AND INDEMNIFICATION

9.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Aggregate Cap. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Client Indemnification. Client will defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) Client’s use of the Platform in violation of applicable law or this Agreement;

(b) any compliance failure by Client under the TCPA, FCC rules, CCPA, CIPA, GDPR, or other applicable regulations;

(d) any claim by a third party arising from Client’s use of the Services.

9.4 Provider Indemnification. Provider will defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any claim that the Platform, as used in accordance with this Agreement, infringes any third-party intellectual property right.

9.5 Exceptions. The limitations in Sections 9.1 and 9.2 do not apply to:

(a) a Party’s breach of its confidentiality obligations under Section 6;

(b) a Party’s fraud or willful misconduct; or

9.6 Injunctive Relief. Each Party acknowledges that a breach of the confidentiality or intellectual property provisions of this Agreement may cause the non-breaching Party irreparable harm for which monetary damages would be an inadequate remedy and, accordingly, the non-breaching Party will be entitled to seek injunctive or other equitable relief without the necessity of posting a bond or proving actual damages, in addition to all other remedies available at law or in equity.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

10.2 Dispute Resolution. The Parties will attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation between senior representatives of each Party for a period of thirty (30) days following written notice of a dispute. If the dispute is not resolved through negotiation within such period, either Party may pursue legal proceedings as permitted under this Agreement.

10.3 Venue.The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Kent County, Delaware for any action or proceeding arising out of or relating to this Agreement.

10.4 Jury Trial Waiver. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

11. GENERAL PROVISIONS

11.1 Entire Agreement. This Agreement, together with all executed Order Forms and incorporated policies (including the DPA, the AUP, and the Call Recording and Consent Policy), constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements.

11.2 Amendment. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties.

11.3 Waiver. No waiver of any provision of this Agreement will be effective unless in writing. No waiver will constitute a waiver of any subsequent breach.

11.4 Severability. If any provision of this Agreement is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

11.5 Assignment. Client may not assign this Agreement or any rights hereunder without Provider’s prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

11.6 Notices. All notices under this Agreement must be in writing and delivered by email (with confirmation of receipt), overnight courier, or certified mail to the addresses set forth in the applicable Order Form or as updated by written notice. Notice is effective upon confirmed receipt.

11.7 Force Majeure. Neither Party will be liable for any delay or failure to perform its obligations due to causes beyond its reasonable control, including acts of God, natural disasters, government actions, pandemics, or telecommunications failures, provided the affected Party promptly notifies the other and uses commercially reasonable efforts to resume performance.

11.8 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the Parties.

11.9 Non-Solicitation. During the term of this Agreement and for twelve (12) months following its expiration or termination, each Party agrees not to directly solicit for employment or engagement any employee or contractor of the other Party who was involved in the performance or management of this Agreement, without the other Party’s prior written consent. This provision does not restrict either Party from hiring individuals who respond to general public job postings or advertisements. Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which constitutes an original, and all of which together constitute one and the same instrument. Electronic signatures are valid and binding.

[1]12 month for enterprise, 90 day minimum for all others.

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