Terms of Service

1. Overview

These terms of service ("Terms of Service") are entered into between you and DialClear LLC, a New Mexico limited liability company ("DialClear," "we," or "us"). The Terms of Service govern your access to and use of the DialClear website at dialclear.co, including any content, functionality, software, application programming interfaces ("API"), integrations, and Services offered on or through it (the "Platform"). By using the Platform, you agree to be bound and abide by these Terms of Service. DialClear may terminate your ability to use the Platform without notice if you do not comply with these Terms of Service. If you do not agree to these Terms of Service, you must not access or use the Platform. You must be at least 18 years old to use the Platform.

DialClear may modify these Terms of Service from time to time. For changes that increase fees or expand customer obligations, DialClear will provide at least sixty (60) days' email notice to the customer's registered email address before the change takes effect. For other material changes, DialClear will provide at least thirty (30) days' email notice. Changes apply prospectively only and do not affect rights or obligations accrued before the change's effective date. If you do not agree to a change, you may stop using the Services and close your account within the notice window as described in Section 27.

All Information DialClear collects on the Platform is subject to our Privacy Policy posted on the Platform. By using the Platform, you consent to all actions taken by us with respect to your Information in compliance with the Privacy Policy. The Privacy Policy is incorporated into and governed by these Terms of Service. To the extent there is a conflict, these Terms of Service supersede the Privacy Policy. You agree that you will not upload any confidential or personal information onto the Platform except for information specifically required to use the Services (such as phone numbers and addresses submitted for screening) or personal information specifically requested by DialClear pursuant to the Privacy Policy.

All Platform Content (as defined below) is current as of the date it is posted on the Platform to the best of DialClear's knowledge. As used in these Terms of Service, references to the "DialClear Team" include DialClear, our owners, assigns, subsidiaries, affiliated companies, officers, and directors, and all parties involved in creating, producing, and/or delivering the Platform.

2. Services

DialClear provides compliance-screening and data-verification services (the "Services") on the Platform, including screening of phone numbers against Do Not Call ("DNC") registries and known litigator databases, phone number validity checks, address verification, and geolocation. The Services are available through a web portal, a REST API, and an integration with the LeadConnector CRM platform. All references to the Platform include the Services. All Services are subject to these Terms of Service as well as the additional provisions below.

a. Right to Modify the Services. We reserve the right to implement new elements as part of the Services, including changes that may affect the previous mode of operation of the Services. We believe that any such modifications will enhance the overall Services, but it is possible that your opinion may vary.

b. No Contingency on Further Releases and Improvements. You understand that your purchase of Services on or through the Platform is not contingent on the delivery by us of any future release of any functionality or feature, including but not limited to the continuation of a certain Service, data source, or integration (including the LeadConnector integration), or any third-party services.

c. As-Is. The Platform is provided on an as-is basis as further described in Section 20, except as expressly provided otherwise in this Agreement.

d. Features. Features and terms used in connection with the Platform and Services such as "phone scrubbing" or "compliance screening" may have some resemblance to those provided by others, but our Platform features and terms are specific to our Platform.

3. Intellectual Property

The Platform and its entire content, data, features, Services, and functionality (including but not limited to text, graphics, logos, button icons, databases, software, images, or other material that can be viewed on the Platform) ("Platform Content") are the property of DialClear or its licensors and are protected by copyright, trademark, and other intellectual property laws, except as indicated below. Platform Content does not include Your Data, as defined below.

The DialClear name and related logos are trademarks and service marks ("Marks") of DialClear. DialClear Marks may not be used without advance written permission of DialClear, including in connection with any product or service that is not provided by DialClear, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents DialClear. Other products or company names mentioned on the Platform, including LeadConnector, may be trademarks or service marks of their respective owners.

A third-party website may feature our logos or trademarks, with or without authorization. Our logos or trademarks featured in any third-party website do not constitute or imply any approval, sponsorship, or endorsement of DialClear. If you believe that any content on the Platform violates your intellectual property rights, please notify DialClear as described in Sections 17 and 31.

4. Limited License and Prohibited Uses

DialClear grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform. Except as expressly permitted under these Terms of Service, any other use, including the reproduction, modification, distribution, transmission, republication, framing, display, or performance of Platform Content without prior permission of DialClear is strictly prohibited. You may not remove any Marks or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Platform Content.

You, your employees, and your end-user clients ("Clients") may use the Platform only for lawful purposes and in accordance with these Terms of Service. You agree that you, your employees, and your Clients will not:

• Use the Platform or any Services in any way that violates any applicable law or regulation.
• Use the Platform or any Services for the purpose of exploiting, harming, or attempting to exploit or harm anyone in any way.
• Submit for screening any data that you do not have a lawful basis to collect, hold, and process.
• Send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Service.
• Use screening results to locate, contact, harass, or harm any individual, or for any purpose other than your own lawful business compliance and data-hygiene purposes.
• Resell, redistribute, or republish screening results, or any data derived from DialClear's data sources, as a standalone data product.
• Impersonate or attempt to impersonate DialClear, a DialClear employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform or any Services, or which, as determined by DialClear, may harm DialClear or users of the Platform or expose them to liability.
• Use the Platform or any Services in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform.
• Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose other than the documented API, including monitoring or copying any of the material on the Platform.
• Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without DialClear's prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Platform or any Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform, or any Services.
• Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Platform or any Services.

5. Customer Conduct

In connection with your use of the Platform or Services, you agree that:

• You, your employees, agents, and Clients will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms of Service.
• You are fully responsible for your actions and the actions of your employees, agents, and Clients with respect to use of the Platform.
• You are fully responsible for the use of the Services by your Clients. DialClear's agreement is with you, not your Clients.
• You, your employees, agents, and Clients will not misrepresent the Services.
• You will provide these Terms of Service to your employees, agents, and Clients and confirm that all employees, agents, and Clients understand that they are subject to these Terms of Service if they use the Services.
• You own or control all rights in and to all data and content you provide to DialClear, including all phone numbers and addresses you submit for screening.
• You will be solely responsible for all of your use of the Platform, including the quality, integrity, and legality of any data and other information made available to us by or for you through the use of the Services.
• You have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide the data you submit to us for use and disclosure in accordance with these Terms of Service and our Privacy Policy.
• If you connect the LeadConnector integration, you have all rights and authorizations necessary to permit DialClear to read and update contact records in the connected LeadConnector account(s).
• You, your employees, and your Clients will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication providers.

6. Screening Services and Compliance Responsibility

DialClear provides screening of customer-owned data. You submit phone numbers, addresses, and related data that you own or control, and the Services return screening and verification results. DialClear does not sell leads or contact data, does not originate, place, or send any calls, text messages, or other communications to any person, and is not a telemarketer or a seller under any telemarketing law. You agree that:

• You are exclusively responsible for all calls, text messages, and other communications you or your Clients place or send, including compliance with all laws governing those communications, such as the Telephone Consumer Protection Act ("TCPA"), the Telemarketing Sales Rule, federal and state Do Not Call laws, and the CAN-SPAM Act, and you agree that you understand and will comply with those laws.
• Screening results are informational only and are not legal advice. A result indicating that a number is not listed on a DNC registry or litigator database does not constitute permission, consent, or a legal basis to call or message that number. Consent, established business relationships, exemptions, and all other compliance determinations remain your sole responsibility.
• You understand that your dialing or messaging activity may violate applicable laws even if you use the Services. DialClear is not responsible for your compliance with laws and does not represent that your use of the Services will make your communications comply with any laws. You should consult a lawyer for legal advice to ensure your communications comply with applicable law.
• Any data provided to DialClear through any means, including without limitation the web portal, API calls, the LeadConnector integration, data imports, or manual entry, is data that you have a lawful basis to collect, hold, and process.

DialClear is not a HIPAA Business Associate and does not accept Protected Health Information ("PHI") through the Platform. Do not submit PHI to the Platform. Transmission of PHI through the Platform is a material breach of these Terms of Service.

7. Third-Party Data Sources; No Guarantee of Accuracy or Compliance

The Services rely on data obtained from third-party sources, including federal and state Do Not Call registries, known litigator and litigation-risk databases, and address, carrier, and geolocation data providers. These sources are compiled and updated by third parties on their own schedules, and may be incomplete, inaccurate, or out of date at the time of any given lookup. Registry listings and litigator records change continuously; a number that screens clear today may be listed tomorrow, and vice versa.

ALL SCREENING AND VERIFICATION RESULTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. DIALCLEAR DOES NOT WARRANT THAT ANY RESULT IS ACCURATE, COMPLETE, OR CURRENT, OR THAT USE OF THE SERVICES WILL RESULT IN COMPLIANCE WITH THE TCPA, ANY DNC LAW, OR ANY OTHER LAW. TCPA AND DNC COMPLIANCE REMAINS YOUR RESPONSIBILITY AT ALL TIMES. DIALCLEAR SHALL NOT BE LIABLE FOR ANY ACTION YOU TAKE, OR DECLINE TO TAKE, IN RELIANCE ON ANY SCREENING RESULT, INCLUDING ANY CLAIM, FINE, PENALTY, OR LAWSUIT ARISING FROM CALLS OR MESSAGES YOU PLACE TO ANY NUMBER, WHETHER OR NOT THAT NUMBER WAS SCREENED THROUGH THE SERVICES.

8. Payment

a. Fees. If you choose to use one or more of the Services provided on the Platform, you agree to pay all fees ("Fees") associated with the Services. The Services are billed on a metered, per-lookup basis at the rates published on the Platform, with volume-tiered pricing that applies automatically based on your usage. Fees may change from time to time, subject to the notice requirements in Section 1. All Fees are exclusive of any applicable taxes. All Fees for completed lookups are nonrefundable.

b. Billing. Usage is billed through our payment processor (Stripe) to the payment method we have on file, in arrears: each day you are billed for the previous day's usage. You agree to provide us with accurate and complete billing information, including a valid payment method, your name, address, and telephone number, and to provide us with any changes in such information within 10 days of the change. If a payment fails, we may suspend your access to the Services until all accrued Fees are paid. If you pass Platform-related Fees on to your Clients, you are solely responsible for all related transactions, including but not limited to refunds and chargebacks of such Fees. DialClear is not responsible for resolving issues related to costs passed on to your Clients.

c. Taxes. You are exclusively responsible for taxes and other governmental assessments ("Taxes") associated with your use of the Platform, including all Taxes associated with the Services you use and any transactions you conduct with your Clients. DialClear may collect Taxes from you as part of the Fees as it deems appropriate, and all DialClear determinations regarding what Taxes to collect are final. DialClear may recalculate and collect additional Taxes from you if it determines at any point that they are due. You will indemnify DialClear for all Claims related to Taxes that are associated with your activities on the Platform, as described in Section 22.

d. No Refunds. All Fees, usage-based charges, and any other amounts paid to DialClear are final and non-refundable. DialClear does not issue refunds, prorated credits, or partial credits for any reason, including but not limited to non-use of the Services, dissatisfaction with the Platform, or dissatisfaction with any screening result. Billing errors verified by DialClear will be corrected by credit or reversal at DialClear's discretion.

e. Chargebacks and Payment Disputes. You agree that initiating, filing, or causing to be filed any chargeback, payment reversal, dispute, or claim of any kind (including, without limitation, with your credit card issuer, debit card issuer, bank, payment processor, or any other financial institution) against any authorized payment made to DialClear is a material breach of these Terms of Service. You expressly waive any right to dispute, reverse, or charge back any authorized payment made to DialClear and agree to resolve any billing concerns directly with DialClear in accordance with Section 31 (Communications and Contact) and the dispute resolution provisions of these Terms of Service. In the event you initiate a chargeback or payment dispute in violation of this section, DialClear reserves the right to (i) immediately suspend or terminate your access to the Platform and all Services without notice or refund, (ii) recover the disputed amount plus any related fees, costs, and expenses (including reasonable attorneys' fees and collection costs), and (iii) pursue any and all available legal remedies against you. You agree that DialClear may submit these Terms of Service and your acceptance thereof as conclusive evidence in response to any chargeback or dispute.

9. Resale of Services

If you use the Services on behalf of, or provide access to the Services to, your own Clients (for example, as an agency screening leads across Client accounts), you agree to the terms listed herein.

a. Resale Restrictions. When providing the Services to your Clients, you agree that you are fully liable to your Clients for the Services and will handle all disputes and inquiries they have without any involvement from DialClear, unless DialClear offers to assist.

b. Assist Limitations. Should DialClear decide to assist with providing support or services to your Clients, DialClear is not responsible or obligated to continue servicing your Clients. DialClear reserves the right to stop support or change the terms of support at any point.

c. You Are Not DialClear. Do not present yourself as DialClear when providing the Services, hold yourself out as a representative of DialClear, or indicate that you are associated with DialClear in any way. Do not direct your Clients to contact DialClear for any reason, including for Service support.

d. Suspension and Termination. We may suspend or terminate your ability to resell or redistribute Services as described in this section in our sole discretion and with or without advance notice to you if we determine that you are violating this Agreement or for any other reason.

10. Excessive Usage

Your excessive data or API use may cause the Service to be slow or unavailable. We have no liability for the effect that your excessive use may have on Service performance. We may (1) suspend or terminate your use of the Service, (2) apply rate limits, or (3) reduce the amount of data or lookups you are able to run, with or without advance notice, if we determine in our sole discretion that your use is excessive, abusive, or has a negative effect on the Services in any way.

11. Training and Documentation

DialClear may offer documentation, guides, or training related to how to use the Services. All such materials and associated information ("Training") are provided as-is, with no warranty, as explained further in Section 20 (Disclaimer). Training is not legal or compliance advice. You know your own situation and your Clients, and you alone are responsible for how and whether you adopt any practices learned through Training. DialClear makes no guarantees that Training will produce any particular outcome.

12. Data Stored on Our Servers

Subject to our Privacy Policy, you agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through the Platform, including your lookup history. You acknowledge that we reserve the right to remove or terminate accounts that have:

• Failed to pay accrued usage Fees for any amount of time to be determined by DialClear.
• Maintained a negative or delinquent balance for any amount of time to be determined by DialClear.
• Violated one or more terms of this Agreement.

13. Account Registration

To access portions of the Platform or to register for or use the Services, you will be asked to provide registration details or other Information. It is a condition of your use of the Platform that all Information you provide is complete, current, and accurate. All Information you provide to register with the Platform, complete a transaction through the Platform, or otherwise is governed by our Privacy Policy, and you consent to all actions DialClear takes with respect to your Information consistent with our Privacy Policy.

14. Account Security

You are responsible for maintaining the confidentiality of your user name, password, and API keys ("Login Credentials"). You are responsible for all uses of your account and Login Credentials, including all API requests made with your API keys, whether or not authorized by you. You agree to notify DialClear immediately of any unauthorized access to or use of your account or Login Credentials or any other breach of security. DialClear reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in DialClear's opinion, you have violated any provision of these Terms of Service. User accounts are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing the Platform with their credentials.

15. Feedback

DialClear welcomes feedback, comments, and suggestions for improvements to the Platform and Services. You may submit feedback by emailing support@dialclear.co. By submitting feedback, you grant DialClear a perpetual, royalty-free, worldwide license to use such feedback for any purpose without compensation or attribution. You represent that you own or control all rights in and to any feedback you submit and have the right to grant the license granted above to us, the DialClear Team, and our service providers, and each of their licensees, successors, and assigns.

16. Your Data and Submission of Ideas

You own and retain all ownership rights to the data you submit to the Service, including phone numbers, addresses, contact records, and related information ("Your Data"). You grant us, the DialClear Team, and our service providers the right to use Your Data as necessary to provide the Services to you and as permitted by these Terms of Service and our Privacy Policy. You also grant DialClear the right to use Your Data to improve the Service, develop new services, and for other DialClear business purposes, subject to DialClear's obligation to maintain the confidentiality of Your Data. DialClear does not sell Your Data. If you are using the Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. Subject to the limited license granted, we acquire no right, title, or interest from you or your licensors under these Terms of Service.

Submission of Ideas. You may submit ideas in connection with new products, Services, and/or related features (each, an "Idea"). By submitting an Idea to DialClear, you agree to the following unless we have mutually agreed in writing otherwise:

• You are submitting your Idea to DialClear on a voluntary, non-confidential, and gratuitous basis.
• You grant DialClear and its designees a perpetual, irrevocable, non-exclusive, fully paid-up and royalty-free license to use any Idea you submit to DialClear without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party.
• DialClear may already be working on the same or a similar Idea, or it may have received a similar or identical idea from other sources.
• The Idea represents your own original work, you have all necessary rights to disclose the Idea to DialClear, and neither your disclosure of the Idea nor DialClear's review and/or use of the Idea will infringe upon the rights of any other individual or entity.
• Disclosing your Idea to DialClear does not establish a confidential relationship or obligate DialClear to treat the Idea as confidential.
• DialClear has no obligation to review, develop, or use your Idea and does not owe you or anyone else any compensation for any use of your Idea or any Ideas that are related to or derived from your Idea.
• If your Idea is the subject of a patent that is pending or has been issued, you have or will disclose that fact to DialClear. To the extent you hold a patent in the Idea, no license under any patent is granted to DialClear; any license to use a patented Idea shall be in the form of a written contract.
• You hereby irrevocably release and forever discharge DialClear and the DialClear Team from any and all actions, causes of action, claims, damages, liabilities, and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter may have against DialClear or the DialClear Team with respect to the Idea, with the sole exception being your right to bring a claim of patent infringement.
• You agree that you are responsible for the content of the Idea and agree (at DialClear's option and at your sole expense) to defend, indemnify, and hold DialClear harmless from any and all actions, claims, liabilities, demands, damages, losses, costs, fees, fines, or expenses, including reasonable attorneys' fees, which DialClear or the DialClear Team may incur as a result of use of your Idea in accordance with these Terms of Service.

17. Copyright

If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below. We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement.

A notification of claimed copyright infringement should be emailed to support@dialclear.co (Subject line: "DMCA Takedown Request"). To be effective, the notification must be in writing and contain the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.
• A description of the copyrighted work or other intellectual property that you claim has been infringed.
• A description of where the material that you claim is infringing is located on the Platform, with enough detail that we may locate it.
• Your address, telephone number, and email address.
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law.
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter-Notice. If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload or display the content, you may send a written counter-notice containing the following information to the above-listed address:

• Your physical or electronic signature.
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled.
• A statement that you have a good-faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content.
• Your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received, we will send a copy of the counter-notice to the original complaining party, informing that person that DialClear may repost the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may be reposted, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion. We may, at our sole discretion, limit access to the Platform and/or terminate the account of any user who infringes any intellectual property rights of others.

18. Third Party Content

The Platform may include content and data provided by third parties, including the third-party data sources described in Section 7. All statements, records, and data supplied by third parties are solely the responsibility of the person or entity providing those materials. Those materials do not necessarily reflect the opinion of DialClear. DialClear is not responsible for the content or accuracy of any materials provided by any third parties.

19. Linking to the Platform

DialClear may provide links to external websites for the convenience of Platform users. The inclusion of an external link on this Platform does not constitute or imply support or endorsement of any kind. DialClear does not control those websites, is not responsible for their content or function, and is not responsible for any loss or damage that may arise from your use of them. If you decide to access the third-party sites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use and the privacy notice for such sites.

20. Disclaimer

THE PLATFORM AND THE SERVICES OFFERED THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM, PLATFORM CONTENT, OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM CONTENT, SERVICES, OR PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR SERVICES OFFERED WILL BE EFFECTIVE, ACCURATE, OR RELIABLE, OR (D) THE QUALITY OF ANY PLATFORM CONTENT OR SERVICES PURCHASED OR OBTAINED BY YOU FROM THE PLATFORM, FROM US, OR THE DIALCLEAR TEAM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS.

YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS' NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE WE ARE NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER'S NETWORK. THIS PLATFORM COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE PLATFORM CONTENT AND SERVICES ON OR THROUGH THE PLATFORM, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR PRODUCTS AVAILABLE ON THE PLATFORM MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.

THE USE OF THE PLATFORM, THE SERVICES, OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY PRODUCTS OR PLATFORM CONTENT THROUGH THE PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

21. Limitation of Liability

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms of Service and your use of the Platform or the Services shall be limited to the amount you paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability. IN NO EVENT SHALL DIALCLEAR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, OR ANY FINE, PENALTY, JUDGMENT, OR SETTLEMENT ARISING FROM COMMUNICATIONS YOU PLACE OR SEND, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD-PARTY PROMISES AND/OR STATEMENTS REGARDING OUR SERVICES OR CONTENT. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

The foregoing limitations do not apply to: (a) fraud or willful misconduct; (b) infringement of third-party intellectual property rights; (c) breach of confidentiality obligations; or (d) indemnification obligations under Section 22.

22. Indemnification

You agree to defend, indemnify, and hold harmless DialClear and the DialClear Team against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs, or expenses (including without limitation reasonable attorneys' fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform or Services ("Claims"), including, but not limited to:

• Our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or Clients.
• Any breach of or default under these Terms of Service by you, your employees, agents, or Clients.
• The wrongful use or possession of any DialClear property by you, your employees, agents, or Clients.
• Any negligence, gross negligence, or willful misconduct by you or your employees, agents, or Clients.
• Misrepresentations by you, your employees, agents, or Clients.
• Violation(s) of applicable law by you, your employees, agents, or Clients, including without limitation any Claims under the TCPA, the Telemarketing Sales Rule, or any federal or state Do Not Call law arising from calls, texts, or other communications placed or sent by you, your employees, agents, or Clients, whether or not the recipient's number was screened through the Services.
• Your actions and the actions of your employees, agents, or Clients, including the acts or omissions of any of them in connection with providing notice and obtaining consents for communications you place or send.
• Taxes and other Fees.
• Any disputes between (1) you and other users, (2) you and your Client(s), and/or (3) your Clients.

If any of the Services or Platform are, or in our opinion are likely to be, claimed to violate any third-party intellectual property right, at our option we may: (a) obtain the right for you to continue to use the Services and Platform as contemplated by these Terms of Service; (b) modify or replace the Services or Platform, in whole or in part, to seek to make the Services or Platform non-infringing; or (c) require you to immediately cease any use of the Services and Platform.

The foregoing indemnification obligation does not apply to claims arising from: (i) DialClear's gross negligence or willful misconduct; (ii) infringement of third-party intellectual property rights by the DialClear Platform itself (as opposed to your use thereof); or (iii) DialClear's breach of its confidentiality obligations under these Terms of Service.

23. Time Limit on Claims; Severability

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, THE PRIVACY POLICY, OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. THE FOREGOING DOES NOT APPLY TO CLAIMS FOR FRAUD, WILLFUL MISCONDUCT, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION, WHICH ARE SUBJECT TO THE APPLICABLE STATUTORY LIMITATIONS PERIOD.

24. Assignment

Neither party may assign or transfer this Agreement, in whole or in part, without the other party's prior written consent, except that DialClear may assign this Agreement without consent (a) to an affiliated entity, or (b) to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

25. Entire Agreement

Except as noted below, these Terms of Service and our Privacy Policy constitute the sole and entire agreement between you and DialClear with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Platform. These Terms of Service may not be altered, supplemented, or amended by the use of any other document(s). DialClear may enter into a separate agreement with you. The terms of any separate agreement between you and DialClear will be considered a part of your entire agreement with DialClear. To the extent there is a conflict between these Terms of Service and the terms of your separate agreement with DialClear, your separate agreement with DialClear will control. No waiver by DialClear of a term or condition set forth in these Terms of Service shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of DialClear to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

26. Force Majeure

Neither party will be liable for any failure or delay in performance of its obligations under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters, acts of war or terrorism, civil unrest, epidemic or pandemic, governmental action, internet or telecommunications outages, outages or changes at third-party data sources, power failures, cyberattacks, or labor disputes. The affected party must notify the other party promptly upon becoming aware of any such event. Excused performance is suspended only for the duration of the event.

27. Term, Termination, and Cancellation

These Terms of Service will remain in full force and effect while you use the Platform or any Services. Even after you are no longer a user of the Platform, those provisions of these Terms of Service that by their nature are intended to survive will remain binding on you, as further described in Section 30 (Survival), and including but not limited to Sections 3, 7, 8, 16, and 20 through 31 and the Privacy Policy.

a. Grounds for Termination. You agree that DialClear, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs, or losses resulting therefrom. Any suspected fraudulent, abusive, or illegal activity may be grounds for barring your access to this Platform, and reporting you to the proper authorities, if necessary.

b. No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Services available on this Platform will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

c. How to Cancel Your Account. You may stop using the Services and close your account at any time through the billing settings of your DialClear account at dialclear.co, or by emailing support@dialclear.co. Cancellations are effective as of the date your request is received; backend processing may take up to three (3) business days. Because the Services are billed in arrears on a metered basis, any usage Fees accrued before the effective date of cancellation remain due and will be billed to your payment method on file.

d. No Termination by Third-Party Users. DialClear has limited access to accounts not directly established with us. Any user who has been given access to the Platform by any party other than DialClear (for example, through an agency or a LeadConnector account administrator) must contact the party who originally provided access to the Platform for any inquiries related to termination.

28. Governing Law; Arbitration and Waiver of Class Action

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of the State of New Mexico will govern these Terms of Service and any disputes under them, without giving effect to any principles of conflicts of laws. Any controversy or claim arising out of or relating to these Terms of Service shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. This arbitration provision is governed by the Federal Arbitration Act. The arbitration proceedings shall be held in Otero County, New Mexico. Any arbitration award may be entered in a court of competent jurisdiction.

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

29. Miscellaneous

DialClear does not have a bug bounty program and does not pay bug bounties. DialClear prohibits any third-party access to the Platform or any DialClear systems or networks, including any network penetration testing, security assessment, or probing, except as expressly permitted by this Agreement or as agreed to by DialClear in a separate agreement.

a. Your Privacy Obligations. When you provide access to the Platform or the results of the Services to any other parties, i.e. your Client(s), you must implement and enforce your own privacy notice, providing a level of protection at least equal to that provided to you by DialClear. You must obtain consent from your Client(s), affirmatively acknowledging that your Client(s) agree(s) to be bound by your privacy notice.

b. International Use. Although the Platform may be accessible worldwide, we make no representation that materials on the Platform are appropriate or available for use in locations outside the United States, and the DNC and litigator data sources used by the Services are United States-focused. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk. If you choose to access the Platform from outside the United States, you are responsible for compliance with local laws in your jurisdiction. Any offer for any product, Services, and/or information made in connection with the Platform is void where prohibited.

c. How to Send Notices to DialClear. All notices to a party shall be in writing and shall be made via email. Notices to DialClear must be sent to support@dialclear.co. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record. Notices are effective on receipt.

30. Survival

The following sections survive termination of these Terms of Service for any reason: Section 3 (Intellectual Property), Section 7 (Third-Party Data Sources), Section 8 (Payment, for amounts accrued before termination), Section 14 (Account Security), Section 16 (Your Data and Submission of Ideas, including the licenses granted), Section 20 (Disclaimer), Section 21 (Limitation of Liability), Section 22 (Indemnification), Section 23 (Time Limit on Claims; Severability), Section 24 (Assignment), Section 25 (Entire Agreement), Section 26 (Force Majeure), Section 28 (Governing Law; Arbitration), and Section 31 (Communications and Contact). Any other provision that by its nature is intended to survive termination shall do so.

31. Communications and Contact

DialClear may contact you regarding these Terms of Service or the Privacy Policy using any Information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from DialClear, you can click on the "unsubscribe" link provided in such communications or contact us at support@dialclear.co.

When you enroll in the Service, you must designate a primary email address that will be used for receiving electronic communication related to these Terms of Service and the Service. DialClear will never send you an email requesting confidential information such as account numbers, usernames, passwords, or API keys, and you should never respond to any email requesting such information. If you receive such an email purportedly from DialClear, do not respond to the email and notify DialClear by emailing us at support@dialclear.co.

For legal and policy questions, billing and cancellation inquiries, and technical support, contact support@dialclear.co.