Welcome to the family of services provided by Call Box (the Service or Services). This Agreement applies to all Services provided by Call Box, including any websites, applications, application programming interfaces, and product interfaces operated by Call Box from time to time.

Definitions. Service Agreement means any service agreement, service order, order form, statement of work, or other written document executed between You and Call Box that defines the scope of Services to be delivered.

Your Agreement to These Terms. These Terms of Service (the Agreement) form a binding legal agreement between You (You) and Call Box. You agree to and are bound by this Agreement automatically when You do any of the following: (i) sign or otherwise execute a Service Agreement, order form, statement of work, or other written agreement with Call Box that references or relates to the Services; (ii) access, use, configure, or receive any benefit from the Services or the Call Box API, whether directly or through an authorized user; (iii) create, maintain, or access any account associated with the Services; or (iv) receive, send, or facilitate any call or message through the Services. By doing any of the foregoing, You represent and warrant that You have read this Agreement, understand it, and agree to be bound by it. If You do not agree to this Agreement, You must not access or use the Services in any manner, and Your only remedy is to discontinue use of the Services.

Authority to Bind. If You access or use the Services on behalf of an employer, client, or other entity, You represent and warrant that (i) You have full legal authority to bind that entity to this Agreement; (ii) You have read and understand this Agreement; and (iii) You agree to this Agreement on behalf of that entity, which shall be the You referenced throughout. If You lack such authority, You must not access or use the Services.

Call Box has developed multiple business communications platforms that utilize proprietary telephony, analysis, and reporting technologies to provide customers with insight into their client communication performance. Call Box's platform relies on highly available cloud infrastructure in combination with data center services. These nodes represent Call Box's system boundary. Customers review analyzed data through a deliberate API integration or a product specific web interface. API integrations only provide access to authorized business customers.

Call Box customers should report incidents, issues, and failures by calling the Support line at 214-446-7867 or using the Support form fill within the applicable Service. Your use of the Services is also governed by Call Box's Privacy Policy, available at https://www.callbox.com/privacy-policy, which is incorporated herein by reference. The Privacy Policy describes how Call Box collects, uses, and shares information in connection with the Services, including call recordings, call logs, and SMS communications.

Modifications. Call Box may modify this Agreement from time to time in its sole discretion. The current version is posted at https://www.callbox.com/terms-of-service/ with a Last Updated date. Your continued access or use of the Services after a modification takes effect constitutes Your acceptance of the modified Agreement. You are responsible for reviewing the current Agreement periodically. If You do not agree to a modification, Your only remedy is to discontinue use of the Services. Modifications shall apply only prospectively and shall take effect no earlier than thirty (30) days after the updated Agreement is posted at the foregoing URL. Modifications shall not be applied retroactively to claims, conduct, or obligations arising prior to the effective date of the modification.

2.1 Subject to Your acceptance of and compliance with this Agreement and with the payment requirements for the Services, Call Box hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term of this Agreement to access and use the Services, solely in accordance with the terms and conditions of this Agreement. Unless explicitly stated otherwise, any new features provided by Call Box that augment or enhance the current Services shall also constitute Services and shall be subject to these terms and conditions. You may not, nor allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services for any purpose whatsoever. You may not allow any unauthorized third party to access the Services for any purpose whatsoever. All rights not expressly granted under this Agreement are retained by Call Box.

2.2 For purposes of this Agreement, Call Box hereby grants to You a limited, non-exclusive, non-transferable, non-sub-licensable, revocable license during the Term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of Call Box (each, a Call Box Mark) for the purpose of promoting or advertising that You use the Services, solely in accordance with the terms and conditions of this Agreement. In return You hereby grant Call Box a limited, non-exclusive, non-transferable, non-sublicensable license during the Term of this Agreement to display Your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that You use the Services. In using Call Box Marks, You may not: (i) display a Call Box Mark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Call Box; (ii) use Call Box’s Marks to disparage Call Box or its products or services; or (iii) display a Call Box Mark on a site that violates any law or regulation. Notwithstanding the above, Call Box may determine in its sole discretion whether its marks may be used in connection with Your Application. Furthermore, we may modify any Call Box Marks provided to You at any time, and upon notice, You will use only the modified Call Box Marks and not the old Call Box Marks. Other than as specified in this Agreement, You may not use any Call Box Mark unless You obtain our prior written consent. All uses of the Call Box Trademarks and goodwill associated therewith shall inure to the benefit of Call Box.

2.3 Data Retention; Post-Termination Export. Subject to Call Box’s commercially reasonable efforts and so long as Your account remains in good standing, data generated by Your use of the Services, including audio recordings, transcripts, call log entries, and associated metadata (collectively, “Your Data”), will remain available via the applicable Service interfaces and API for at least forty-five (45) days from the date such data was generated, or for the longer retention period set forth in the applicable Service Agreement. For the avoidance of doubt, Call Box does not, by default, store consent records, signed disclosures, opt-in evidence, or similar documents evidencing a recipient’s prior consent to receive communications, and You are solely responsible for capturing, storing, and producing such records.

If You become subject to a litigation hold, regulatory investigation, or other legal preservation obligation that would require Call Box to retain Your Data beyond the applicable retention window, You must promptly notify Call Box in writing at legal@callbox.com and arrange for extended retention or export prior to the end of the applicable window. Upon termination of this Agreement, Call Box will, upon Your written request received within thirty (30) days following the effective date of termination, make Your Data generated within the applicable retention window available for export through the Services’ standard export facilities for an additional thirty (30) days. Following the export window, Call Box may delete Your Data in accordance with its data retention practices. Call Box shall have no liability for any loss of data following the expiration of the applicable retention or export window, or following Your failure to provide timely notice of a preservation obligation.

2.4 As between You and Call Box, You own all rights in Your Data. You hereby grant to Call Box a non-exclusive, perpetual, irrevocable, royalty-free, world-wide and sub-licensable license to use Your Data 1) to deliver the Services, and 2) in deidentified aggregate form for product improvement, product development, benchmarking, analytics, and other internal business purposes of Call Box. All rights in and to data derived from Call Box’s use of Your Data pursuant to the preceding license are owned by Call Box.

2.5 If You provide any feedback to Call Box relating to the Services, including but not limited to suggestions, ideas, improvements and enhancements, all rights in and to such feedback as it relates to the Services are owned by Call Box and You hereby assign all such rights to Call Box; provided, however, that such assignment shall not extend to any pre-existing intellectual property or trade secrets of Yours that may be embodied in or described by such feedback.

2.6 Acceptable Use. In addition to any other restrictions in this Agreement, You agree that You will not, and will not permit any user, employee, contractor, agent, or third party to:

• use the Services for any unlawful, fraudulent, harassing, defamatory, abusive, threatening, obscene, or otherwise objectionable purpose, or in violation of any applicable law, regulation, carrier requirement, or industry standard;
• access or attempt to access the Services or any Call Box system, network, account, or data without authorization, or use credentials issued to another person without that person’s permission;
• probe, scan, penetration-test, or otherwise test the vulnerability of the Services or any Call Box system or network, or breach or circumvent any security, authentication, rate-limiting, usage, or compliance control implemented by Call Box;
• interfere with, disrupt, degrade, or impose an unreasonable or disproportionately large load on the Services, Call Box’s infrastructure, or any third-party network through which the Services operate, including by means of denial-of-service activity, automated scraping, or excessive API calls beyond documented limits;
• introduce or transmit any virus, worm, malware, spyware, ransomware, or other malicious code to or through the Services, or use the Services to distribute such code to any third party;
• misrepresent Your identity, affiliation, or authority, including by spoofing caller ID, sender ID, return addresses, or any other identifying information, except where such practice is expressly permitted by law and disclosed to the called or messaged party;
• use the Services to originate, transmit, or facilitate calls or messages constituting unlawful telemarketing, robocalling, or spam under the TCPA, CAN-SPAM Act, state law, or carrier requirements;
• use the Services in connection with any industry, content category, or business practice prohibited by applicable wireless carriers, The Campaign Registry, CTIA guidelines, or other industry self-regulatory bodies;
• copy, modify, translate, adapt, create derivative works of, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, or underlying ideas of the Services, except to the extent expressly permitted by applicable law notwithstanding this restriction;
• resell, sublicense, lease, rent, time-share, or otherwise make the Services available to any third party except as expressly permitted in a written Service Agreement with Call Box;
• use the Services to collect, harvest, or compile information about other users or third parties without their consent, or to engage in surveillance, stalking, or unlawful tracking;
• remove, obscure, or alter any proprietary notice, label, trademark, or attribution displayed on or through the Services; or
• use the Services in any manner that, in Call Box’s reasonable judgment, threatens the integrity, security, performance, reputation, or lawful operation of the Services or Call Box’s business.

Call Box may investigate suspected violations of this Section 2.6 and may suspend, throttle, filter, or terminate Your access to the Services, or take any other action it deems appropriate, in response to any actual or suspected violation. Call Box has no obligation to monitor Your use of the Services but may do so to the extent permitted by law.

2.7 Customer Compliance Responsibility. You are solely responsible for ensuring that Your use of the Services complies with all federal, state, local, and foreign laws, regulations, rules, ordinances, industry standards, carrier requirements, and self-regulatory guidelines applicable to Your business and Your use of the Services, including but not limited to the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, Federal Trade Commission Act, state telemarketing and consumer protection laws, state call recording and consent laws, federal and state Do Not Call requirements, applicable state privacy laws (including the California Consumer Privacy Act/CPRA, Texas Data Privacy and Security Act, Florida Telephone Solicitation Act, and similar state laws), CTIA Messaging Principles and Best Practices, and the requirements of The Campaign Registry and wireless carriers.

Call Box provides communications technology and may, from time to time, provide technical or administrative assistance in connection with the Services, including platform configuration, 10DLC campaign submission, telephone number provisioning, integration support, and similar operational tasks. Such assistance is technical and administrative in nature only. Call Box does not provide, and nothing in any communication from Call Box or any Call Box personnel constitutes, legal, compliance, regulatory, tax, or risk-management advice. You acknowledge and agree that all templates, sample language, default settings, suggested configurations, opt-in language, disclosure scripts, recording notifications, and other materials made available through or in connection with the Services are provided for Your evaluation only, that any such materials may be incomplete or inappropriate for Your particular circumstances, and that determining whether Your communications comply with applicable law, including consent requirements, disclosure requirements, recording notifications, recipient eligibility, time-of-day restrictions, and DNC obligations, is solely Your responsibility. You agree to consult with Your own qualified legal counsel before relying on any Call Box-provided material for any purpose with legal or regulatory implications, and You assume all risk arising from Your decision to use or not use any such material.

2.8 Call Recording and Monitoring. You acknowledge that the Services may record, monitor, transcribe, and analyze inbound and outbound telephone communications. You are solely responsible for (i) determining whether recording or monitoring is permitted under applicable federal, state, local, and foreign law for each call, including in jurisdictions requiring one-party or all-party (two-party) consent; (ii) providing all legally required notices and disclosures to call participants, including disclosure announcements at the beginning of calls where required; (iii) obtaining all legally required consents from call participants prior to recording; and (iv) configuring the Services in a manner consistent with applicable law. Call Box makes recording and disclosure features available but does not determine, monitor, or warrant the legal sufficiency of Your recording practices or disclosures.

3.1 The Term of this Agreement shall coincide with the term of the applicable Service as set forth in a separate Service Agreement of which this Agreement is a part.

3.2 You may not terminate this Agreement unless You terminate the applicable Service Agreement in accordance with its terms by providing written notice to cancel@callbox.com. Terminations and Termination Fees, as applicable, are processed in accordance with Your Service Agreement.

3.3 Suspension and Termination.

(a) Termination for Cause. Call Box may terminate this Agreement, in whole or in part, upon written notice if You materially breach this Agreement or the applicable Service Agreement and fail to cure such breach within fifteen (15) days following written notice of the breach. Notwithstanding the foregoing, Call Box may terminate this Agreement immediately upon written notice if (i) You fail to pay any undisputed amount when due and such failure continues for sixty (60) days following the original due date; or (ii) any of Your representations or warranties under Section 6.1 prove to have been materially inaccurate when made.

(b) Immediate Suspension. Call Box may suspend, throttle, filter, or otherwise restrict Your access to the Services, in whole or in part, without prior notice, if Call Box reasonably believes that continued access (i) creates a material risk of liability, financial loss, or operational harm to Call Box, its customers, end-users, or third parties; (ii) violates Section 2.6 (Acceptable Use), Section 2.7 (Customer Compliance Responsibility), Section 2.8 (Call Recording and Monitoring), or Section 12 (Service Specific Terms); (iii) is requested or required by a wireless carrier, messaging aggregator, The Campaign Registry, or other regulatory, governmental, or industry body; or (iv) is required by applicable law or by court or governmental order. Call Box will use commercially reasonable efforts to notify You of any such suspension as soon as practicable and to restore the suspended Services promptly after the underlying issue has been resolved.

(c) Effect of Termination. Upon termination of this Agreement for any reason: (i) You remain liable for all fees, charges, and other obligations You have incurred through the effective date of termination; (ii) all of Your rights under this Agreement immediately terminate, subject to the post-termination export window set forth in Section 2.3; and (iii) the surviving provisions identified in Section 11.9 shall continue in accordance with their terms.

4.1 Other than the limited use and access rights and licenses to the Services expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to (i) the Services; (ii) the Call Box Marks; and (iii) any other technology and software that we provide or use to provide the Services. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, the Call Box Marks, or such other technology and software, except for the limited use and access rights described in this Agreement.

4.2 IP Non-Assertion. During the Term of this Agreement and for one (1) year thereafter, You will not assert, and will not authorize, assist, or encourage any third party to assert, against Call Box or any Call Box customer, vendor, business partner, sublicensee, or transferee any claim of patent infringement, copyright infringement, or trade secret misappropriation arising out of or relating to the Services as provided by Call Box. For the avoidance of doubt, this Section does not (i) limit any claim arising out of products, services, or activities that are not provided or performed by Call Box; (ii) limit any claim against a third party in its capacity as a competitor or counterparty to You outside the scope of this Agreement; or (iii) apply to any defensive claim, counterclaim, or affirmative defense asserted by You in litigation initiated against You.

5.1 Call Box reserves the right to modify, suspend, or discontinue the offering of any of the Services at any time for any reason without prior notice. Further, while Call Box utilizes electronic and physical security to reduce the risk of improper access to or manipulation of data during transmission and storage, it cannot guarantee the security or integrity of the data and shall have no liability for breaches of security or integrity or third-party interception in transit, nor for any damage which may result to your computer or other property by your use of the Services. Without limiting the foregoing, Call Box makes no representation or warranty that the Services, or any configuration, template, default setting, or feature thereof, is or will be compliant with any law, regulation, carrier requirement, or industry standard applicable to Your business or Your communications. You are solely responsible for evaluating the Services’ suitability for Your compliance obligations.

5.2 Call Box shall use commercially reasonable efforts to make access to the Services available through the required access protocols, but makes no warranty or guarantee that (i) the Services will be available at any particular time; or (ii) you will be able to access the Services at any particular time or from any particular location. Call Box will not be liable for any act or omission of any other company or companies furnishing a portion of the Services (including, without limitation communications carriers or ISPs), or from any act or omission of a third party, including those vendors participating in Call Box offerings made to you, or for equipment that it does not furnish, or for damages that result from the operation of customer-provided systems, equipment, facilities or services that are interconnected with the Service. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESSED OR IMPLIED. NOTWITHSTANDING THE FOREGOING OR ANY STATEMENT TO THE CONTRARY CONTAINED IN THESE TERMS, Call Box DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, INCLUDING, BUT NOT LIMITED TO ANY INTERRUPTIONS TO THE SERVICES CAUSED BY THE INTENTIONAL AND/OR MALICIOUS ACTS OF THIRD PARTIES (E.G., “HACKING”) NOR SHALL Call Box BE RESPONSIBLE FOR ANY DATA LOSS OR LOSS OF ANY INFORMATION IN YOUR ACCOUNT, REGARDLESS OF THE CAUSE. FURTHERMORE, Call Box MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THAT THE SERVICES WILL MEET ANY OF YOUR SPECIFIC REQUIREMENTS OTHER THAN AS MAY BE EXPRESSLY SET FORTH IN THESE TERMS. Call Box MAKES NO REPRESENTATIONS OR WARRANTIES AND HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICE, SOFTWARE, TEXT, GRAPHICS OR LINKS, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Call Box SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF USE OR LOST BUSINESS, LOSS OF OPPORTUNITY, LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OR DAMAGE TO OR CORRUPTION OF DATA OR LOSS OF GOODWILL), OR FOR ANY COST OF PROCUREMENT OF SUBSTITUTE SERVICES ARISING IN CONNECTION WITH THESE TERMS, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY OR NEGLIGENCE, OR OTHER ACTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT, SOFTWARE, OR DATA, Call Box IS NOT RESPONSIBLE FOR THOSE COSTS. Call Box’s TOTAL LIABILITY ARISING OUT OF YOUR USE OF THE SERVICES FOR DIRECT DAMAGES SHALL NOT, IN THE AGGREGATE, EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY YOU TO Call Box IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

5.3 Security Program. Call Box maintains an information security program designed to be consistent with the SOC 2 Trust Services Criteria for Security, including administrative, physical, and technical safeguards intended to protect Your Data against unauthorized access, use, alteration, or disclosure. Upon written request and subject to a reasonable confidentiality agreement, Call Box will make available to You summary information regarding its then-current security controls or its most recent third-party assessment report. The foregoing is Call Box’s sole and exclusive security commitment under this Agreement; except as expressly stated in this Section 5.3, Call Box makes no representation or warranty regarding the security of the Services or Your Data, and the disclaimers and limitations elsewhere in Section 5 apply in full.

6.1 You represent and warrant to Call Box that: (i) You have full legal right, power, and authority to enter into and perform this Agreement; (ii) if You are entering into this Agreement on behalf of an entity, You are duly authorized to bind that entity; (iii) all information You provide to Call Box, including registration information, business information, and any information submitted to The Campaign Registry, wireless carriers, or other third parties through Call Box’s facilitation, is and will remain accurate, complete, and current; (iv) You are not subject to any agreement, court order, or legal restriction that would prevent or limit Your performance under this Agreement; and (v) Your use of the Services will comply with all applicable laws, regulations, carrier requirements, and industry standards.

6.2 You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners (including third party sellers on websites operated by or on behalf of us) and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with: (i) Your use of the Services and/or Call Box Marks in a manner not authorized by this Agreement; (ii) Your violation of this Agreement (including without limitation the acceptable use restrictions in Section 2.6), Your privacy policy, or any applicable federal, state, local, or foreign law, statute, regulation, code, rule, industry standard, or carrier requirement, including but not limited to the TCPA, CAN-SPAM Act, FTC Act, state telemarketing laws, state call recording and consent laws, federal and state Do Not Call requirements, HIPAA, state privacy laws, CTIA guidelines, and 10DLC and carrier requirements; (iii) the content of any communications transmitted through the Services by or on behalf of You; (iv) Your failure to obtain or maintain any legally required consents from call or message recipients; (v) Your representations to The Campaign Registry, carriers, or any third party regarding Your messaging campaigns, use cases, or business; and (vi) any third-party claim that any communication initiated, sent, received, recorded, or facilitated through Your use of the Services violated such third party’s rights under any law or regulation.

7.1 Call Box shall not be liable for any failure or delay in performing its obligations hereunder, which such failure or delay is caused by fire, flood, earthquake, elements of nature or acts of God, acts of war, insurrection, terrorism, strike, failure or downtime of any telecommunications line and/or unavailability of any telecommunications or Internet facilities, power failure, governmental restrictions, any court order, compliance with any law, regulation, or order of any governmental authority, or any other cause beyond the reasonable control of Call Box. In addition, Call Box shall be so excused in the event it is unable to acquire from its usual sources, and on terms it deems to be reasonable, any material necessary for the performance of the Services.

8.1 Notwithstanding anything to the contrary, we may seek injunctive or other relief in any state or federal court of competent jurisdiction for any actual or alleged infringement of Call Box’s or any third party’s intellectual property rights and/or proprietary rights. You further acknowledge that our rights in the Services and the Call Box Marks are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

8.2 BINDING ARBITRATION. EXCEPT FOR DISPUTES RELATING TO CALL BOX’S INTELLECTUAL PROPERTY RIGHTS (WHICH SHALL BE GOVERNED BY SECTION 8.1), ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES SHALL BE SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL TAKE PLACE IN DALLAS, TEXAS. THE ARBITRATOR’S AWARD SHALL BE FINAL AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING.

8.3 By using the Services, You agree that the laws of Texas, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between You and us. For any matter not subject to arbitration under Section 8.2, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Dallas County, Texas.

9.1 The monthly services fee will be due by the 15th day of each month beginning the month following activation date during the Term of this Agreement and any renewal hereof or of the Service Agreement of which this Agreement is a part.

9.2 Call Box shall submit to You monthly invoices for any Services billable hereunder. The invoice shall include any unpaid fees for Services. All invoices must be paid in full by the 15th day of the month following the invoice date.

9.3 In the event You claim any discrepancy or inaccuracy in any invoice, such claim must be asserted by You within thirty (30) days from invoice date or such invoice shall be deemed final and conclusive. All such claims shall be in writing and Call Box shall respond thereto in thirty (30) days. However, this dispute resolution provision shall not relieve You of paying the ongoing fee for Services as governed by this Agreement.

9.4 Fees or invoices that become thirty (30) days past due will incur an additional finance charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the original due date. If Call Box refers any past-due account to a third-party collection agency or to its legal counsel for collection, You agree to pay all reasonable costs of collection actually incurred by Call Box, including third-party collection agency fees and reasonable attorneys’ fees and expenses.

9.5 It shall be a breach of this Agreement if the fee is not paid when due or any invoice becomes sixty (60) days past due.

9.6 Call Box, at its sole discretion, may require prepayment and/or alternative payment methods (i.e. credit card) should an invoice be paid after the invoice due date.

10.1 Logo and Reference Rights. Each party grants the other a limited, non-exclusive, revocable license during the Term to use the other party’s name and logo in factual statements that the parties have a business relationship and in customer or vendor reference lists. Either party may revoke this license at any time by providing written notice to the other party, after which the revoking party’s name and logo will be removed from active marketing materials within thirty (30) days.

10.2 Marketing Communications. Any case study, press release, joint announcement, customer story, blog post, social media post that quotes the other party, or similar substantive marketing communication concerning the parties’ relationship shall require the prior written approval of the named party, which shall not be unreasonably withheld, conditioned, or delayed. Email approval is sufficient. Approval of one such communication does not constitute approval of any other.

11.1 Responsibility. If You authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, You shall be deemed to have taken the action Yourself.

11.2 Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

11.3 Waivers. The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

11.4 Successors and Assigns. You may not assign this Agreement or any rights or obligations hereunder without Call Box’s prior written consent. Call Box may assign this Agreement or any of its rights, obligations or duties hereunder to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets (or of substantially all of its assets pertaining to the Services). This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

11.5 Entire Agreement; Order of Precedence. This Agreement, together with the Call Box Privacy Policy located at https://www.callbox.com/privacy-policy (which is incorporated herein by reference and which Call Box may update from time to time as described in the Privacy Policy itself), and any applicable Service Agreement between You and Call Box, constitutes the entire agreement between You and Call Box regarding the subject matter hereof, and supersedes any and all prior or contemporaneous representations, understandings, agreements, or communications between You and Call Box, whether written or oral, regarding such subject matter. No other policies, guidelines, or materials posted on the Call Box website are incorporated into this Agreement except as expressly referenced herein. In the event of a conflict, the applicable Service Agreement shall control over this Agreement, and this Agreement shall control over the Privacy Policy, in each case solely with respect to the contractual rights and obligations of the parties.

11.6 No Agency. Nothing in this Agreement shall be construed as creating a partnership, contract of employment, agency, joint venture or franchise relationship between Call Box and You.

11.7 No Third Party Beneficiary. You acknowledge and agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiary to this agreement.

11.8 Notices. All notices, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered as follows: (i) when sent by email to the address specified below for the receiving party, with delivery deemed effective upon transmission absent a bounce-back or other automated non-delivery notification received by the sender within twenty-four (24) hours; (ii) one (1) business day after deposit with a nationally recognized overnight courier with tracking, addressed to the receiving party as specified below; or (iii) three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

Notices to Call Box shall be sent to privacy@callbox.com, with a copy to Call Box, Inc., 8080 Park Lane, Suite 550, Dallas, Texas 75231. Notices to You shall be sent to the email address and physical address of record for Your primary administrative contact, as maintained in Your Services account. Each party may update its notice address by providing notice to the other party in accordance with this Section.

Routine operational, account-related, and customer support communications that do not constitute formal legal notices under this Agreement may be exchanged through any reasonable means, including email, in-product messaging, and standard customer support channels.

11.9 Survival. The following provisions shall survive any expiration or termination of this Agreement: Sections 2.3 (solely with respect to the post-termination export window, the consent records disclaimer, and the limitation of liability for data loss), 2.4 (license to Your Data), 2.5 (feedback), 2.6 (Acceptable Use), 2.7 (Customer Compliance Responsibility), 2.8 (Call Recording and Monitoring), 3.3 (post-termination obligations), 4 (Intellectual Property), 5 (No Warranty; Limitation of Liability), 6 (User Warranties; Indemnification), 8 (Disputes), 9 (Fees and Payment Terms with respect to amounts accrued prior to termination), 11 (Miscellaneous Provisions), 12 (Service Specific Terms), and any other provision that by its nature is intended to survive.

12.1 General. The above terms (“General Terms”) apply to all Services. This section contains service-specific terms that are in addition to the General Terms. These service-specific terms govern if there are any conflicts with the General Terms.

12.2 Messaging Services and SMS Communications. By using the messaging services provided by Call Box (“Messaging Services”), You agree to comply with all applicable laws, regulations, carrier requirements, and industry guidelines relating to text messaging communications, including but not limited to the Telephone Consumer Protection Act (“TCPA”), CAN-SPAM Act, CTIA Messaging Principles and Best Practices, applicable state laws, and carrier policies.

You acknowledge and agree that the following terms govern all Messaging Services:

12.3 Consent and Opt-In Requirements. You are solely responsible for obtaining and maintaining all necessary consents, approvals, and authorizations required to send SMS, MMS, or other messaging communications to recipients. Such consent must be obtained prior to sending messages where required by law or carrier policy.

You represent and warrant that:

• Recipients have provided appropriate consent to receive communications;
• Any web forms, lead forms, or other opt-in mechanisms clearly disclose that messaging may occur;
• Consent records will be maintained and provided upon request if necessary for compliance investigations, carrier audits, or legal inquiries.

Customer further acknowledges that certain communications may rely on implied consent or existing business relationship exemptions where permitted by applicable law; however, You remain solely responsible for ensuring such communications are legally permissible.

12.4 10DLC Registration and Campaign Representations. You acknowledge that messaging through the Services requires registration with The Campaign Registry (TCR) and approval by wireless carriers under the 10DLC framework. You are solely responsible for (i) the accuracy and completeness of all information You provide for brand and campaign registration, including business identification, use case selection, sample messages, opt-in language, and call-to-action descriptions; (ii) ensuring Your actual messaging behavior conforms in all respects to the registered use case, sample messages, and opt-in flow; (iii) notifying Call Box promptly of any material change to Your messaging practices, business, or use case; and (iv) any fees, surcharges, pass-through carrier fees, or penalties assessed by TCR, carriers, or aggregators in connection with Your campaigns. You acknowledge that throughput limits, message class assignments, trust scores, deliverability, and campaign approval are determined by third parties outside Call Box’s control, and Call Box makes no warranty regarding them. Call Box may suspend or terminate Your messaging immediately and without notice if any registration information is inaccurate, if Your messaging behavior diverges from Your registered campaign, or if a carrier, aggregator, or TCR requires such action.

12.5 Call Box Operational and Alert Messaging.

(a) Scope. Separate from messages You initiate through the Services, You acknowledge that Call Box may send operational, transactional, and account-related SMS and MMS messages directly to Your authorized users, employees, agents, and other personnel whose mobile telephone numbers are entered in the Services (“Authorized Recipients”). Such messages may include missed-call and inbound-call alerts, lead and appointment notifications, call recording and transcription links, voicemail notifications, system status and maintenance alerts, security and account notifications, product updates, onboarding and configuration messages, and responses to Authorized Recipient-initiated commands. Call Box sends these messages under Call Box’s own 10DLC brand and campaign registration.

(b) Activation Disclosure. Where technically feasible, Call Box will deliver a written disclosure and opt-in confirmation message to each newly provisioned Authorized Recipient prior to or at the time of the first operational message. The confirmation message will identify Call Box as the sender, summarize the categories of messages, state expected frequency, disclose that message and data rates may apply, and provide a single reply opt-out and HELP keyword.

(c) Customer Representations. You separately represent, warrant, and covenant that, prior to providing any individual’s mobile telephone number to Call Box for purposes of Authorized Recipient messaging: (i) You have lawful authority to provide that number for the purpose described; (ii) the individual has a current business or employment relationship with You and has consented, under Your internal policies, employment agreements, vendor agreements, or other lawful basis, to receive business-related text messages from Call Box in connection with the Services; (iii) such consent is sufficient under the TCPA and applicable state law for the categories of messages described in Section 12.5(a), including, where applicable, in reliance on the established business relationship and informational-message frameworks; and (iv) You will promptly remove or update any individual’s contact information through the Services when their authorization is revoked or their relationship with You ends.

(d) Opt-Out. Authorized Recipients may opt out at any time by replying STOP, END, CANCEL, UNSUBSCRIBE, or QUIT, and may obtain assistance by replying HELP. Call Box will honor opt-out requests at the platform level. You acknowledge that an Authorized Recipient’s opt-out from Call Box messaging will not relieve You of Your obligation to deliver operational information to that individual through alternative means, and Call Box is not responsible for any missed alert, lead, or notification resulting from an opt-out, an invalid number, or carrier-level filtering. Standard message and data rates may apply.

(e) Message Frequency and Content. Message frequency varies based on Your account configuration, call and lead volume, and the alert types You have enabled. Call Box may modify the categories, format, and frequency of operational messages from time to time as the Services evolve.

(f) Indemnification. You will indemnify Call Box in accordance with Section 6.2 for any claim arising out of (i) Your failure to obtain or maintain consent, authority, or accurate designation as required under this Section 12.5; (ii) Your provision of a mobile number that does not belong to a current Authorized Recipient; (iii) Your failure to promptly update Authorized Recipient information; or (iv) any TCPA, state law, or carrier claim by an Authorized Recipient relating to messages sent by Call Box in reliance on Your representations in this Section.

12.6 Opt-Out and Consumer Rights. Call Box supports standard messaging compliance keywords, including but not limited to STOP, END, CANCEL, UNSUBSCRIBE, QUIT, HELP, START, and similar industry-standard commands in accordance with applicable carrier requirements and messaging regulations.

Call Box may automatically process and enforce opt-out requests at the platform level in order to prevent additional messaging to recipients who have revoked consent through supported opt-out mechanisms.

You acknowledge and agree that:

• You are solely responsible for obtaining any legally required consent prior to sending messages;
• You may not circumvent, override, disable, or attempt to bypass any opt-out, suppression, or compliance controls implemented by Call Box;
• Call Box may maintain internal suppression lists and compliance safeguards to enforce recipient messaging preferences and comply with carrier and legal obligations;
• Certain messages permitted by applicable law, including confirmation or compliance-related responses, may still be sent following an opt-out request.

Recipients may revoke consent at any time through supported opt-out methods.

12.7 Do Not Call and Time-of-Day Restrictions. You are solely responsible for scrubbing recipient lists against the federal Do Not Call Registry, applicable state Do Not Call lists, internal company-specific do-not-call lists, and any reassigned-number databases as required by law. You are solely responsible for restricting calls and messages to permissible hours under the TCPA (generally 8:00 a.m. to 9:00 p.m. local time of the recipient) and under any stricter applicable state laws. Call Box does not perform DNC scrubbing, reassigned number checks, or time-of-day enforcement on Your behalf unless expressly agreed in a separate written Service Agreement.

12.8 Prohibited Messaging. You shall not use the Messaging Services for:

• Unsolicited or unlawful messaging;
• Spam, phishing, fraud, or deceptive practices;
• Harassing, abusive, misleading, or illegal content;
• Messaging related to prohibited industries or content restricted by carriers or applicable law;
• Any activity that may negatively impact carrier networks, message deliverability, or Call Box’s reputation.

Call Box reserves the right to suspend, block, filter, or terminate Messaging Services at any time if Customer traffic is suspected to violate applicable laws, carrier requirements, or industry standards.

12.9 Carrier and Third-Party Network Disclaimer. You acknowledge that wireless carriers and downstream service providers are not liable for delayed or undelivered messages. Message delivery is subject to effective transmission by third-party carriers and network operators outside of Call Box’s control.

Message and data rates may apply to message recipients depending on their wireless service plans.

12.10 Your Responsibilities. You are solely responsible for:

• The content of all messages sent through the Messaging Services;
• Compliance with all applicable messaging laws, regulations, carrier requirements, and industry standards;
• Obtaining and maintaining any legally required consent prior to sending messages;
• Maintaining an accessible privacy policy and any legally required disclosures;
• Responding to consumer complaints, legal requests, and compliance inquiries related to Your messaging activity;
• Determining which laws, regulations, and carrier requirements apply to each communication You send through the Services;
• The accuracy of all representations made to The Campaign Registry, wireless carriers, aggregators, and any other third party in connection with Your use of the Services;
• Scrubbing recipient lists against applicable Do Not Call registries and reassigned number databases;
• Restricting communications to permissible hours under applicable federal and state law;
• Distinguishing between marketing, informational, and transactional messages and obtaining the level of consent required by law for each category;
• The legal sufficiency of any opt-in language, disclosures, or privacy notices You present to recipients, regardless of whether such language was suggested, provided, or templated by Call Box.

Call Box provides messaging technology and may assist You with certain messaging registration, compliance, and carrier-related processes, including 10DLC campaign registration and messaging configuration. However, You remain solely responsible for ensuring that Your messaging activities, consent practices, message content, and communications comply with all applicable laws, regulations, carrier requirements, and industry standards.