Terms of Use, Billing, and Call Marketplace Agreement

1. Definitions

For purposes of these Terms:

“Account Owner” means the individual or business responsible for a Calltivate account and all activity conducted through that account.

“Agent” means an insurance producer, agency representative, salesperson, call-center representative, or other authorized person receiving or handling calls through Calltivate.

“Buyer” means any User purchasing, receiving, accepting, or paying for calls or related Services.

“Call” means an inbound telephone communication, call-routing event, transfer, or associated consumer interaction made available through Calltivate.

“Campaign” means a specific category or source of Calls offered through Calltivate with identified pricing, qualification requirements, geographic restrictions, buffer periods, and other specifications.

“Publisher” means any publisher, advertiser, marketer, call provider, media buyer, lead generator, supplier, vendor, or other person or entity that provides, generates, routes, or makes Calls or related consumer information available to Calltivate.

“Buffer” means the campaign-specific initial period during which an Agent may determine whether the caller satisfies stated eligibility requirements before the Call becomes billable.

“Billable Threshold” means the number of seconds or other triggering condition displayed for a Campaign. Once the Call reaches or exceeds the Billable Threshold, the Call becomes billable and, except as expressly stated in these Terms or required by law, is not eligible for a refund or Call Credit.

“Call Credit” means an account adjustment that Calltivate may provide in accordance with these Terms or the Call Credit Policy. A Call Credit is not cash, a bank deposit, stored value, or a monetary instrument.

“User” means any individual or entity accessing or using the Services, including Account Owners, Agents, Buyers, agencies, Publishers, and authorized account users.

“User Content” means information, recordings, transcripts, notes, files, campaign information, call data, communications, API data, dispositions, and other content transmitted through or stored using the Services.

2. Business-to-Business Services

Calltivate provides Services primarily for commercial and business purposes.

By establishing a business or professional Calltivate account, you represent that you are using the Services in connection with your trade, occupation, agency, insurance business, marketing business, or other commercial activities and not primarily for personal, family, or household purposes.

Nothing in these Terms waives any right that applicable law prohibits a party from waiving.

3. Nature of Calltivate

Calltivate provides technology, marketplace, routing, management, analytics, and related infrastructure that facilitates connections between inbound consumer Calls and insurance professionals.

Unless expressly stated otherwise in writing, Calltivate:

• Is not an insurance carrier;
• Does not issue insurance policies;
• Does not underwrite insurance;
• Does not determine whether a consumer qualifies for insurance;
• Does not guarantee acceptance by any insurance carrier;
• Is not the employer of any Agent or Publisher;
• Is not a law firm;
• Does not provide legal or regulatory advice;
• Does not provide tax advice;
• Does not guarantee the legality of any User’s particular business practices;
• Does not guarantee sales, commissions, conversions, revenue, or profitability; and
• Does not create an agency, partnership, franchise, joint venture, fiduciary, or employment relationship merely through use of the Services.

Calltivate may contract directly with Publishers and other providers to obtain Calls. Calltivate may also establish eligibility, quality, routing, billing, and compliance requirements governing Calls made available through the platform.

4. Eligibility and Authority

You must be at least eighteen (18) years old and legally capable of entering into a binding contract.

If you use the Services on behalf of a company, agency, partnership, or other entity, you represent and warrant that:

• You have authority to bind that entity;
• The information you provide is accurate;
• The entity has authorized your use of the Services; and
• All individuals using the account are authorized to do so.

The Account Owner is responsible for all activity occurring under its account, including activity by employees, agents, contractors, assistants, administrators, subaccounts, or other authorized users.

5. Insurance Licensing

Any User engaging in insurance solicitation, sales, recommendations, applications, or other regulated insurance activity represents and warrants that the User:

• Holds all licenses and appointments required by applicable law;
• Will operate only in jurisdictions in which the User is legally authorized;
• Will comply with applicable carrier requirements;
• Will maintain all licenses and authorizations required to conduct the User’s activities; and
• Will immediately discontinue activity in any jurisdiction in which the User is no longer authorized.

Calltivate may request licensing documentation and may suspend routing or account access if licensing cannot be verified.

Calltivate’s verification of a license does not constitute a guarantee that the User is legally authorized for every transaction, carrier, product, or jurisdiction.

6. Account Security

You are responsible for maintaining the confidentiality of passwords, login credentials, authentication methods, devices, API credentials, access tokens, and other account-security information.

You are responsible for activity conducted through your account unless applicable law provides otherwise.

You must promptly notify Calltivate at support@calltivate.io if you reasonably believe your account or credentials have been compromised.

7. Campaigns and Call Purchases

Campaign pricing, buffer duration, geographic availability, caller criteria, operating hours, traffic source, qualification requirements, and other specifications may vary.

The campaign specifications displayed in Calltivate at the time a Call is accepted or routed form part of the applicable transaction.

By toggling your availability on, accepting Calls, enabling routing, or otherwise electing to receive Calls from a Campaign, you authorize Calltivate to charge your Calltivate balance or authorized payment method according to the applicable Campaign terms.

Calltivate may add, remove, modify, pause, restrict, or discontinue Campaigns at any time.

8. Buffer Period and Qualification

The Buffer exists solely to allow the receiving Agent to determine whether the caller satisfies the stated Campaign eligibility requirements.

THE BUFFER IS THE USER’S OPPORTUNITY TO IDENTIFY A DISQUALIFYING ISSUE BEFORE THE CALL BECOMES BILLABLE.

ONCE THE CALL REACHES OR EXCEEDS THE APPLICABLE BUFFER OR BILLABLE THRESHOLD, THE CALL IS DEEMED ACCEPTED, DELIVERED, AND BILLABLE. EXCEPT FOR A VERIFIED TECHNICAL OR BILLING ERROR, FRAUDULENT OR MANIPULATED TRAFFIC, OR ANOTHER EXCEPTION EXPRESSLY REQUIRED BY LAW OR STATED BY CALLTIVATE IN WRITING, THE CALL IS FINAL AND IS NOT ELIGIBLE FOR A REFUND, REVERSAL, OR CALL CREDIT.

The Buffer is not a free sales period and may not be used to determine whether the caller is likely to purchase insurance.

Depending on the Campaign, eligibility criteria may include:

• Appropriate age range;
• Geographic eligibility;
• Caller intent;
• Appropriate insurance vertical;
• Language;
• Whether the caller understands the nature of the offer; or
• Other requirements displayed for that Campaign.

Questions, hesitation, price concerns, uncertainty, a desire for additional information, existing insurance coverage, or reluctance to immediately purchase do not by themselves make an otherwise eligible Call invalid.

If the Agent believes the caller does not meet a Campaign requirement, the Agent must identify and act on that issue before the applicable Billable Threshold is reached.

Continuing the Call beyond the Billable Threshold constitutes acceptance of the Call as billable, subject only to the limited exceptions expressly stated in these Terms.

9. Billable Threshold

Each Campaign will identify its applicable Billable Threshold.

A CALL BECOMES BILLABLE IMMEDIATELY UPON REACHING THE APPLICABLE BILLABLE THRESHOLD.

For example, if a Campaign has a:

• 10-second Buffer, the Call becomes billable when it reaches 10 seconds;
• 15-second Buffer, the Call becomes billable when it reaches 15 seconds;
• 30-second Buffer, the Call becomes billable when it reaches 30 seconds;
• 60-second Buffer, the Call becomes billable when it reaches 60 seconds; or
• 90-second Buffer, the Call becomes billable when it reaches 90 seconds.

Unless Calltivate expressly states otherwise for a particular Campaign:

ONCE A CALL REACHES THE BILLABLE THRESHOLD, THE CHARGE IS FINAL AND NON-REFUNDABLE AND THE CALL IS NOT ELIGIBLE FOR A CALL CREDIT SOLELY BECAUSE OF CALL QUALITY, SALES OUTCOME, CONSUMER BEHAVIOR, CONSUMER HESITATION, AFFORDABILITY, EXISTING COVERAGE, INSURABILITY, OR THE AGENT’S LATER DETERMINATION THAT THE CALL WAS NOT DESIRABLE.

The Calltivate platform’s telephony, routing, and call-duration records will control the determination of whether the Billable Threshold was reached absent a verified technical error.

A User may not intentionally remain connected through the Billable Threshold and later claim that the Call should not have been charged based on information that reasonably could have been addressed during the Buffer.

Reaching the Billable Threshold constitutes the User’s acceptance of the Call as a completed billable transaction.

10. Prohibited Buffer Conduct

During the Buffer, Users may not attempt to defeat or circumvent Calltivate’s billing system.

Unless expressly permitted by Calltivate, Users may not during the Buffer:

• Ask the consumer for a callback number for the purpose of avoiding a Call charge;
• Direct the consumer to terminate the Call and contact the Agent separately;
• Exchange information for the purpose of moving the transaction outside Calltivate;
• Intentionally disconnect and immediately call the consumer back;
• Solicit Social Security numbers;
• Solicit full bank-account or routing information;
• Solicit full payment-card information; or
• Use any other method designed to obtain the economic benefit of the Call without paying the applicable Call charge.

If an Agent exchanges contact information or moves the consumer outside the Calltivate Call during the Buffer for the purpose of circumventing billing, Calltivate may immediately deem the Call billable regardless of whether the normal Billable Threshold was reached.

11. Call Credits, Refunds, and Invalid Calls

CALL CREDITS AND REFUNDS ARE EXCEPTIONS, NOT A GUARANTEE.

The purpose of a Call Credit process is to address legitimate technical, billing, fraud, or expressly defined Campaign issues—not to provide a satisfaction guarantee on Calls.

Calls Below the Billable Threshold

If a Call terminates before the applicable Billable Threshold, the Call generally will not be charged unless:

• The User engaged in prohibited Buffer conduct;
• The User attempted to circumvent billing;
• The User obtained or exchanged contact information for the purpose of continuing the transaction outside Calltivate;
• Fraud or manipulation occurred; or
• The applicable Campaign expressly provides otherwise.

Calls Reaching the Billable Threshold

ONCE A CALL REACHES OR EXCEEDS THE BILLABLE THRESHOLD, THE CALL IS CONSIDERED DELIVERED, ACCEPTED, AND BILLABLE.

THE CALL IS THEN FINAL AND IS NOT ELIGIBLE FOR A REFUND, REVERSAL, OR CALL CREDIT BASED ON THE SUBSTANCE, QUALITY, OR OUTCOME OF THE CALL.

This includes situations where:

• The caller does not purchase;
• The caller changes their mind;
• The caller is difficult or uncooperative;
• The caller already has insurance;
• The caller only wants information;
• The caller wants to compare options;
• The caller cannot afford coverage;
• The caller does not qualify for a particular carrier or product;
• The caller declines an application;
• The caller disconnects after the threshold;
• The Agent does not make a sale;
• The Agent believes the caller was not sufficiently motivated;
• The Agent believes the Call was not profitable;
• The Agent believes the Call was low quality; or
• The Agent later determines that the Agent would not have chosen to purchase the Call.

Limited Exceptions

Calltivate may nevertheless review a Call that reached the Billable Threshold where credible evidence indicates:

• A verified Calltivate billing or telephony error;
• The same Call was charged more than once due to a system error;
• Fraudulent, bot-generated, manipulated, or non-human traffic;
• Falsified call-duration data;
• Material routing malfunction attributable to Calltivate;
• A Call was billed contrary to the Campaign terms displayed at the time of routing; or
• Applicable law requires a refund, reversal, or other remedy.

Calltivate may also voluntarily issue a Call Credit in exceptional circumstances at its discretion. Any voluntary credit does not establish a precedent or obligation to issue credits for similar Calls in the future.

Except for these limited circumstances, reaching the Billable Threshold ends the qualification period and eliminates eligibility for a refund or Call Credit.

Calltivate may review recordings, transcripts, call logs, Campaign information, routing records, Publisher records, consent records, and other available evidence when evaluating a dispute.

12. Call Credit Dispute Window

Any permitted Call dispute must be submitted within the timeframe displayed by Calltivate or established in the Call Credit Policy.

A User may not use the dispute process to challenge Calls merely because they did not result in a sale.

Failure to submit an eligible dispute within the applicable period may result in waiver of the contractual dispute, except where applicable law requires otherwise.

Users must provide truthful and accurate information regarding disputed Calls.

Knowingly submitting false, fabricated, misleading, repetitive, or abusive Call Credit requests constitutes a material breach of these Terms and may result in:

• Denial of the dispute;
• Restrictions on future credits;
• Reduced routing;
• Account suspension; or
• Account termination.

13. Prepaid Account Funds and Credits

Calltivate may require Calls to be purchased from a prepaid account balance.

Amounts added to a Calltivate account are intended solely to pay for Calltivate Services.

Unless otherwise required by applicable law:

• Account credits are not bank deposits;
• Calltivate is not a bank;
• Credits do not accrue interest;
• Credits are not investment products;
• Credits are not transferable between unrelated Users without Calltivate’s approval;
• Promotional or bonus credits have no cash value; and
• Promotional or bonus credits are not redeemable for cash.

The treatment of unused purchased funds upon account closure will be governed by the applicable purchase terms, payment rules, promotional terms, and applicable law.

14. Pricing

Call prices and platform fees may change.

The price shown for the Campaign at the time a Call is routed or accepted will normally govern that Call.

Calltivate may offer different pricing by Campaign, volume pricing, promotional pricing, subscription pricing, agency pricing, custom pricing, or individually negotiated pricing.

Pricing offered to one User does not obligate Calltivate to offer identical pricing to another User.

15. Subscription Fees

Certain features or accounts may require recurring subscription fees.

Before beginning a recurring subscription, Calltivate will disclose material subscription terms, including the amount and billing frequency.

By affirmatively purchasing a recurring subscription, you authorize Calltivate and its payment processor to charge the authorized payment method at each applicable renewal until the subscription is cancelled.

You may cancel a subscription through any cancellation mechanism made available within the Services or by contacting support@calltivate.io.

Cancellation stops future renewals but does not automatically reverse charges already validly incurred before cancellation.

16. Automatic Account Replenishment

Users may have the option to enable automatic account replenishment.

If enabled, you authorize Calltivate to charge your selected payment method when your account balance falls below the threshold you selected or otherwise according to the replenishment settings you approved.

You may disable automatic replenishment prospectively through available account controls or by contacting Calltivate.

Disabling automatic replenishment does not reverse valid charges initiated before the change took effect.

17. Taxes and Processing Fees

You are responsible for taxes, processing charges, bank fees, card fees, or other transaction-related charges disclosed to you or lawfully imposed in connection with your use of the Services.

18. Payment Authorization

By providing a payment method, you represent that you are authorized to use it and authorize Calltivate and its payment processors to charge it for amounts properly due under your account.

If a technical error results in an amount not being deducted when a valid Call or service charge was incurred, Calltivate may correct the account balance and collect the amount properly owed.

Calltivate may similarly correct duplicate or erroneous charges.

19. Chargebacks and Payment Disputes

Nothing in these Terms eliminates any payment-dispute right that applicable law or binding payment-network rules prohibit Calltivate from restricting.

For ordinary business disputes, you agree to first contact Calltivate and provide a reasonable opportunity to review the matter before initiating a chargeback, ACH return, bank dispute, or processor complaint.

A chargeback is not an alternative Call Credit process.

A User may not properly initiate a chargeback merely because a Call reached its Billable Threshold and the User subsequently became dissatisfied with the Call or failed to make a sale.

If you initiate a payment dispute, Calltivate may provide relevant transaction evidence, including:

• Account records;
• Acceptance records;
• Call recordings;
• Call logs;
• Transcripts;
• Routing records;
• Campaign specifications;
• Billable Threshold records;
• Billing records;
• Communications;
• Call Credit requests; and
• Transaction history.

To the extent permitted by law, Users remain responsible for valid amounts owed despite an unsuccessful or improper chargeback.

20. Collections and Setoff

To the extent permitted by law, Calltivate may recover valid unpaid amounts through available lawful collection methods.

Calltivate may offset valid undisputed amounts owed by a User against credits, payouts, refunds, commissions, or other amounts otherwise payable by Calltivate to the same User or business.

21. No Guarantee of Call Quality or Sales Results

Calls and Campaigns are opportunities for consumer conversations—not guarantees of sales.

Calltivate does not guarantee:

• Consumer purchase intent beyond Campaign requirements;
• A minimum call duration beyond the applicable billing rules;
• Consumer insurability;
• Consumer affordability;
• Consumer eligibility for any particular product;
• Consumer willingness to purchase;
• Call exclusivity unless expressly stated;
• Applications;
• Sales;
• Placements;
• Close rates;
• Commissions;
• ROI;
• Revenue;
• Profit; or
• Business success.

The fact that a Call becomes billable does not mean Calltivate represents or warrants that the caller will purchase insurance.

22. Exclusivity

Calls should not be presumed exclusive unless a Campaign expressly identifies them as exclusive.

Calltivate does not guarantee that a consumer has not previously communicated with another insurance professional unless expressly stated.

23. Publisher Representations

Every Publisher supplying Calls or consumer information to Calltivate represents and warrants that:

• It has the legal right to supply the Calls;
• Its advertising is truthful and not materially misleading;
• It will comply with applicable advertising, telemarketing, privacy, consumer-protection, insurance-marketing, and communications laws;
• It has obtained notices, permissions, and consents legally required for its traffic;
• It will maintain records sufficient to substantiate source and consent;
• Traffic will not knowingly be generated through fraud, bots, spoofing, or deceptive means;
• It will not manipulate call duration or routing information;
• It will provide requested source or compliance documentation; and
• Information supplied will not knowingly violate third-party rights.

24. Publisher Payment Holds and Clawbacks

Calltivate may hold, delay, offset, reverse, or claw back Publisher payments where Calltivate reasonably identifies fraud, manipulated Calls, bot traffic, misleading advertising, invalid source information, consent deficiencies, duplicate billing, Campaign violations, chargebacks, regulatory complaints, or material agreement violations.

25. Agent Compliance

Agents and Buyers are independently responsible for their conduct after receiving a Call.

Users must comply with applicable insurance, privacy, recording, telemarketing, Do Not Call, TCPA, consumer-protection, carrier, and licensing requirements.

Receiving a Call through Calltivate does not authorize an Agent to undertake any activity the Agent could not legally undertake independently.

26. Consent and Calling Compliance

Unless Calltivate expressly guarantees a particular consent standard in a signed written agreement, Users remain responsible for determining whether subsequent calls, texts, emails, or other communications to a consumer are legally permitted.

Receiving an inbound Call does not create unlimited permission for unrelated future marketing.

27. Call Recording and Transcription

Calls routed through Calltivate may be recorded, monitored, transcribed, summarized, or analyzed for quality, training, compliance, billing verification, fraud detection, dispute resolution, Agent assistance, analytics, and service improvement.

Users remain responsible for any additional recording notice or consent legally required by their own activities or jurisdiction.

28. Sensitive Information

Users must not unnecessarily place highly sensitive information into Calltivate notes, messages, or unprotected platform fields, including full Social Security numbers, full banking credentials, full payment-card information, passwords, authentication codes, or similar credentials.

29. Consumer Health and Insurance Information

Insurance conversations may contain information relating to health, medications, diagnoses, insurance history, or other sensitive information.

Users are responsible for complying with laws applicable to their own collection and use of such information.

30. Artificial Intelligence

The Services may provide AI or automated features such as transcription, call summaries, suggested responses, real-time assistance, objection detection, classification, scoring, analytics, or quality review.

AI OUTPUT MAY BE INCOMPLETE, INACCURATE, OR INAPPROPRIATE.

The User remains responsible for reviewing AI output, making insurance recommendations, ensuring regulatory compliance, providing disclosures, submitting accurate applications, and exercising independent professional judgment.

31. Third-Party Services

Calltivate may depend on telecommunications carriers, payment processors, cloud providers, APIs, AI providers, CRMs, analytics providers, and other third-party services.

To the maximum extent permitted by law, Calltivate is not responsible for independent third-party outages, latency, routing failures, API failures, service discontinuations, security incidents, or other acts or omissions.

32. Availability and Technical Issues

Calltivate does not guarantee uninterrupted or error-free operation.

Services may be interrupted due to maintenance, telecommunications failures, Internet outages, software errors, cyberattacks, network congestion, or third-party failures.

33. Prohibited Conduct

You may not:

• Use the Services unlawfully;
• Commit fraud;
• Manipulate call duration;
• Circumvent Calltivate billing;
• Fabricate Call Credit requests;
• Misrepresent licensing or consent;
• Attempt unauthorized system access;
• Scrape or reverse-engineer protected platform components unlawfully;
• Resell Calls without permission;
• Exploit confidential routing information;
• Circumvent Calltivate relationships; or
• Assist another party in doing so.

34. Anti-Circumvention

Users may not use confidential or non-public information obtained through Calltivate to intentionally circumvent Calltivate and directly contract with, solicit, divert, or appropriate a Publisher or supply relationship first introduced through Calltivate for the purpose of avoiding Calltivate fees.

This does not restrict relationships the User can document existed independently beforehand.

35. Intellectual Property

Calltivate and its licensors retain all rights in the Calltivate platform, software, interfaces, designs, workflows, documentation, databases, branding, trademarks, algorithms, AI systems, and proprietary technology.

36. User Content

You grant Calltivate a non-exclusive, worldwide license to host, process, transmit, reproduce, analyze, route, display, store, and otherwise use User Content as reasonably necessary to operate and improve the Services, investigate disputes, prevent fraud, and satisfy legal obligations.

37. Confidential Information

Non-public information concerning Calltivate’s Publisher identities, Publisher pricing, supply relationships, routing logic, margins, technology, business processes, analytics, pricing models, and campaign sourcing may constitute confidential information.

38. Suspension and Termination

Calltivate may suspend, restrict, throttle, or terminate access where reasonably necessary due to nonpayment, fraud, suspected fraud, chargeback abuse, excessive disputes, security concerns, licensing concerns, Campaign violations, circumvention, or other material risk.

39. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, CALLS, CAMPAIGNS, DATA, RECORDINGS, TRANSCRIPTS, AI OUTPUTS, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

CALLTIVATE DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, QUALITY, RESULTS, AND ERROR-FREE OPERATION TO THE MAXIMUM EXTENT PERMITTED BY LAW.

40. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALLTIVATE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, COMMISSIONS, REVENUE, BUSINESS OPPORTUNITIES, OR GOODWILL.

CALLTIVATE’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF:

(A) THE AMOUNT THE CLAIMING USER PAID DIRECTLY TO CALLTIVATE DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) $500.

Nothing limits liability where applicable law prohibits limitation.

41. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Calltivate and its affiliates, owners, officers, employees, contractors, agents, licensors, and service providers from third-party claims arising from your violation of these Terms, insurance activity, licensing failures, communications, marketing, recording, privacy practices, unlawful consumer contact, TCPA violations, data-security violations, advertising, User Content, circumvention, or—for Publishers—traffic and consent supplied through Calltivate.

42. Privacy Policy

Calltivate’s Privacy Policy is incorporated into these Terms by reference.

43. Electronic Contracting

Clicking an acceptance button or checkbox, creating an account, purchasing or accepting a Call, or otherwise electronically indicating agreement may constitute your electronic signature and acceptance.

Calltivate may maintain electronic records showing the document version accepted, date, time, User, account, IP information, and acceptance action.

44. Changes to These Terms

Calltivate may modify these Terms prospectively.

Material changes may be communicated through email, account notification, in-platform notice, or a new affirmative acceptance process where appropriate.

45. Pre-Arbitration Dispute Notice

Before commencing arbitration, either party must provide written notice describing the dispute and requested relief.

Notices to Calltivate must be sent to support@calltivate.io with the subject: LEGAL DISPUTE NOTICE.

The parties will attempt in good faith to resolve the dispute for at least thirty (30) days after receipt of a complete notice.

46. Binding Individual Arbitration

Except for expressly stated exclusions, disputes arising from these Terms, the Services, Calls, payments, account activity, or the relationship between the parties will be resolved by binding individual arbitration administered by the American Arbitration Association under applicable rules.

The Federal Arbitration Act governs this arbitration provision.

Unless otherwise agreed, arbitration will occur in Dallas County, Texas, or remotely where permitted.

47. Arbitration Exceptions

This arbitration agreement does not prohibit qualifying small-claims actions, certain emergency equitable relief, government complaints, or matters applicable law prohibits from arbitration.

48. Class-Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS.

Neither party may participate as a plaintiff or class member in a class, collective, consolidated, coordinated representative, or private-attorney-general action to the extent legally enforceable.

49. Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IF A DISPUTE PROCEEDS IN COURT, BOTH PARTIES WAIVE THE RIGHT TO A JURY TRIAL.

50. Mass Arbitration

Qualifying coordinated arbitration demands may be administered using applicable AAA mass-arbitration, batching, bellwether, or staged procedures.

51. Arbitration Opt-Out

You may opt out of Sections 46 through 50 by sending written notice to support@calltivate.io within 30 days after first affirmatively accepting these Terms.

52. Governing Law

Except where federal law controls, these Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules.

53. Court Venue

For disputes permitted to proceed in court, the parties consent, where legally permitted, to jurisdiction and venue in the appropriate state or federal courts located in Dallas County, Texas.

54. Force Majeure

Calltivate will not be liable for delays or failures caused by circumstances beyond its reasonable control.

55. Assignment

Users may not assign these Terms without Calltivate’s written approval.

Calltivate may assign these Terms in connection with a merger, acquisition, financing, restructuring, asset sale, or change in control.

56. No Waiver

Failure to enforce a provision does not waive the right to enforce it later.

57. Severability

If a provision is invalid or unenforceable, it will be enforced to the maximum legally permissible extent and the remaining provisions will remain effective.

58. Entire Agreement

These Terms, together with applicable signed agreements, Campaign specifications, Call Credit Policy, Privacy Policy, Publisher agreements, payment authorizations, and incorporated policies constitute the agreement governing the Services.

A separately signed agreement controls over these Terms where it expressly states a conflicting provision.

59. No Third-Party Beneficiaries

Except where expressly stated, these Terms do not create contractual enforcement rights for non-parties.

60. Survival

Payment, chargeback, collection, confidentiality, intellectual-property, limitation-of-liability, indemnification, arbitration, governing-law, and other provisions intended by their nature to survive will remain effective after account closure.

61. Contact

Questions concerning these Terms may be sent to:

Calltivate

Website: calltivate.io

Email: support@calltivate.io

Legal notices should include “LEGAL NOTICE” in the subject line.