STARLING AI LLC — TERMS OF SERVICE AND MEMBERSHIP AGREEMENT

Starling AI LLC, a Texas Limited Liability Company

Version 3.0

Effective Date: As of the date of acceptance via checkout, registration, electronic signature, or execution of an Order Form.

Last Updated: 6/24/2026

This Terms of Service and Membership Agreement (this “Agreement”) is a binding contract entered into by and between Starling AI LLC, a Texas limited liability company (“Provider,” “Starling AI,” “we,” “us,” or “our”), and the business entity or individual subscribing to or accessing the Services (“Client,” “you,” or “your”). Provider and Client are each a “Party” and together the “Parties.”

This Agreement governs your access to and use of the Starling AI platform, including the Starling AI customer relationship management (“CRM”) software, AI-powered messaging and automation agents, workflow automation, lead provision services (where applicable to your Plan), and all related software, features, integrations, and offerings (collectively, the “Services”).

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A BINDING ARBITRATION PROVISION, A CLASS-ACTION WAIVER, A JURY-TRIAL WAIVER, AND LIMITATIONS ON OUR LIABILITY. BY CLICKING “I AGREE,” CHECKING AN ACCEPTANCE BOX ON A CHECKOUT OR REGISTRATION PAGE, EXECUTING AN ORDER FORM, OR ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THAT ENTITY. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

1. DEFINITIONS

1.1 “Order Form” means any order page, checkout page, subscription confirmation, sign-up flow, or written or electronic order document through which Client selects and subscribes to a Plan and through which the commercial terms of Client’s subscription are presented and accepted.

1.2 “Pricing Page” means the then-current pages, screens, and descriptions published by Provider (including on Provider’s website at starlingagent.com and within the Services) that describe the available Plans, tiers, features, fees, billing frequencies, included usage allotments, and included Lead volumes.

1.3 “Plan” means the specific subscription tier, package, or service level selected by Client via an Order Form, together with the features, usage allotments, billing frequency (e.g., monthly or annual), fees, and any included Lead volume associated with that tier as described on the applicable Order Form and Pricing Page at the time of subscription or renewal.

1.4 “Services” has the meaning given in the introductory paragraph and includes any one or more of the following components made available under Client’s Plan: (a) the Starling AI CRM and related software; (b) AI-powered messaging, conversation, and automation agents (the “AI Agent”); (c) workflow automation and integration functionality; and (d) Lead provision services, in each case only to the extent included in Client’s selected Plan.

1.5 “Execution” means one completed workflow run, automation step, AI Agent action, message processed or generated, API call, or other unit of usage performed by the Services, as such unit is defined, metered, and allotted under Client’s Plan. The specific definition, metering method, and included quantity of Executions are set forth on the applicable Order Form and Pricing Page.

1.6 “Lead” means contact information for a prospective customer, buyer, seller, borrower, or other prospect made available to Client by Provider as part of a Plan that includes Lead provision. The definition, sourcing, criteria, format, delivery method, and included quantity of Leads are set forth on the applicable Order Form and Pricing Page, and Provider reserves the right to adjust any of the foregoing in its discretion on a prospective basis.

1.7 “Client Data” means all data, content, records, contacts, and materials that Client (or its Authorized Users or End Users) inputs, uploads, imports, transmits, or generates through use of the Services, and includes AI Outputs.

1.8 “AI Output” means any content, message, text, summary, recommendation, or other output generated by the AI Agent or the Services.

1.9 “End User” means any third party (including Client’s customers, prospects, contacts, and leads) with whom Client communicates or interacts through the Services.

1.10 “End-User Data” means data and content relating to End Users that is collected, generated, processed, or transmitted through the Services in connection with Client’s use, including the content of messages and conversations.

1.11 “Authorized User” means an employee, contractor, agent, or other individual whom Client permits to access or use the Services under Client’s account.

1.12 “Subprocessor” means a third-party vendor or service provider engaged by Provider to process data or provide functionality in support of the Services (for example, hosting, database, telephony/messaging, and large language model providers).

2. THE SERVICES AND LICENSE GRANT

2.1 Description of Services. Provider offers a configurable platform that may include CRM software, AI-powered automation and messaging agents, workflow automation, integrations, and (for applicable Plans) Lead provision. The specific components, features, and functionality available to Client are determined solely by the Plan Client selects, as described on the applicable Order Form and Pricing Page. Provider is not obligated to provide any feature, component, or service that is not included in Client’s selected Plan.

2.2 License Grant. Subject to Client’s continuous compliance with this Agreement and payment of all applicable fees, Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Term, solely for Client’s internal business purposes and in accordance with this Agreement, the Order Form, and any applicable documentation.

2.3 Plan-Based Access. Client’s access to features, usage allotments, included Lead volume (if any), and billing frequency is governed by the Plan selected on the Order Form and described on the Pricing Page. Different Plans and tiers provide different features and allotments. Provider may offer, modify, rename, restructure, add, or discontinue Plans and tiers from time to time, and such changes apply prospectively as described in Section 3.13.

2.4 Usage Allotments; Hard Caps; No Overages. Usage allotments (including Executions and, where applicable, Leads) are hard caps based on Client’s selected Plan, unless the Order Form expressly provides for overage billing. If Client reaches an applicable allotment or cap, the affected Services may pause, throttle, or queue until the next Billing Cycle or until Client upgrades to a higher Plan. Provider is not liable for any business interruption, lost opportunity, or other harm resulting from Client reaching or exceeding its Plan allotments or caps.

2.5 Modifications to the Services. Provider continuously develops and improves the Services. Provider may, in its discretion, modify, update, enhance, add, or discontinue features, functionality, integrations, or components of the Services. Provider will use commercially reasonable efforts to provide notice of material adverse changes to core functionality. Provider has no liability to Client or any third party for any modification, suspension, or discontinuance of any feature, except as expressly stated in this Agreement.

2.6 Beta and Experimental Features. Provider may make pre-release, beta, trial, or experimental features available (“Beta Features”). Beta Features are provided “AS IS” and “AS AVAILABLE,” may be modified or withdrawn at any time, and are excluded from any commitment, warranty, or service level. Client uses Beta Features at its own risk.

2.7 Third-Party Services and Integrations. The Services may interoperate with, or rely upon, third-party products, platforms, APIs, and services (including, by way of example and without limitation, CRM, telephony/messaging, hosting, database, payment, and large language model providers). Client’s use of any third-party service is governed by that third party’s own terms and policies, and Client is responsible for complying with them and for maintaining any third-party accounts or registrations required for Client’s use. Provider does not control and is not responsible for third-party services, including any outage, latency, error, change, suspension, deprecation, or data handling by such third parties.

2.8 Authorized Users and Account Security. Client is responsible for all activity occurring under its account and for the acts and omissions of its Authorized Users and End Users as if they were Client’s own. Client shall keep account credentials confidential, maintain reasonable security, and promptly notify Provider of any unauthorized access or use.

2.9 Business Use Only. Client represents and warrants that it is accessing and using the Services solely for business or commercial purposes and not as an individual consumer for personal, family, or household purposes.

2.10 Resellers, White-Label, and Sub-Accounts. If Client is authorized by Provider to resell, rebrand, white-label, or provide access to the Services to its own customers, sub-accounts, or end clients (each, a “Downstream User”): (a) Client does so only under a separate written reseller, partner, or white-label arrangement with Provider, and remains fully responsible for all acts, omissions, fees, and compliance of its Downstream Users as if they were Client’s own; (b) Client shall bind each Downstream User to written terms that are at least as protective of Provider as this Agreement, including the disclaimers, limitations of liability, compliance obligations, and indemnities herein, and that name Provider as a third-party beneficiary of such terms; (c) no contractual relationship or privity exists between Provider and any Downstream User, and Downstream Users have no direct rights against Provider; and (d) Client shall indemnify Provider for any claim brought by or arising from a Downstream User. Absent express written authorization, Client may not resell, sublicense, or provide the Services to any third party.

3. PLANS, FEES, AND BILLING

3.1 Plans and Fees Set by Order Form and Pricing Page. Client subscribes to a Plan as selected on the applicable Order Form. The monthly or annual fees, onboarding or setup fees, billing frequency, included quantity of Executions and other usage, included quantity of Leads (if any), and all other commercial terms applicable to Client’s subscription are those displayed on the applicable Order Form and Pricing Page at the time Client subscribes or renews, and those terms are incorporated into and form a part of this Agreement by reference. Provider may offer monthly and annual (or other) billing options, and may offer discounts (including discounts for annual or longer-term commitments), in each case as described on the Order Form and Pricing Page.

3.2 Billing Cycle. The “Billing Cycle” corresponds to the billing frequency of Client’s Plan (e.g., monthly or annual). For a monthly Plan, the Billing Cycle begins on the subscription date and renews on the same day each subsequent month. For an annual or other term Plan, the Billing Cycle begins on the subscription date and renews at the end of each applicable term. All fees are billed in advance for the upcoming Billing Cycle unless the Order Form expressly states otherwise.

3.3 Free Trials. If Provider offers a free or discounted trial, the trial applies only for the period and on the terms stated on the Order Form or Pricing Page. Unless Client cancels before the end of the trial period, the subscription automatically converts to a paid subscription and Client’s payment method on file will be charged the applicable fees. During any trial, the Services are provided “AS IS” without any warranty or service level. Upon expiration of a trial that does not convert, Provider may suspend access and delete or de-identify Client Data in the ordinary course.

3.4 Automatic Renewal. CLIENT’S SUBSCRIPTION AUTOMATICALLY RENEWS at the end of each Billing Cycle for a successive Billing Cycle of the same length, at the then-current fees and terms, unless Client cancels in accordance with Section 5 before the start of the next Billing Cycle. By subscribing, Client authorizes Provider to charge the applicable renewal fees automatically.

3.5 Payment Authorization. Client authorizes Provider (and its payment processors) to automatically charge Client’s payment method on file for all fees, taxes, and charges due under this Agreement, including initial fees, renewal fees, onboarding or setup fees, approved overages, and any other amounts owed. Client agrees to provide accurate, current, and complete payment information and to keep it updated.

3.6 Failed Payments; Suspension; Late Charges. If any charge is declined, fails, or is not paid when due, Provider may, in its discretion: (a) retry the charge; (b) suspend or limit the Services until payment is received; and/or (c) assess a late fee and interest on past-due amounts at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable reactivation fees. Client remains liable for all fees accruing during any period of suspension for non-payment. Suspension or termination for non-payment does not relieve Client of the obligation to pay amounts owed.

3.7 No Overages Unless Specified. Except as expressly provided on the Order Form, Client will not be charged for usage exceeding Plan allotments; instead, the applicable Services may pause or throttle as described in Section 2.4. Where overage billing is expressly offered, overages are billed at the rates stated on the Order Form or Pricing Page.

3.8 Usage Records. Provider’s measurements and records of Client’s usage of the Services (including Executions and Lead delivery) are conclusive and authoritative for billing and all other purposes, absent manifest error.

3.9 No Refunds. ALL FEES ARE NON-REFUNDABLE, including monthly fees, annual or prepaid term fees, onboarding fees, setup fees, customization fees, and Lead-related fees, and including amounts attributable to any unused portion of a Billing Cycle, any unused Executions or other allotments, and any period during which the Services were suspended due to Client’s breach or non-payment. For annual or other prepaid term Plans, cancellation does not entitle Client to any refund or proration of prepaid fees, and any discount associated with an annual or longer-term commitment is conditioned on Client maintaining the subscription for the full committed term.

3.10 No Setoff. Client shall pay all amounts owed without setoff, deduction, recoupment, or counterclaim. Client may not withhold or reduce payment based on any dispute, performance claim, or alleged service issue.

3.11 Taxes. Fees are exclusive of all applicable taxes, including sales, use, and similar taxes (such as Texas sales tax on taxable software-as-a-service). Client is responsible for all such taxes (other than taxes on Provider’s net income), and Provider may collect and remit such taxes where required, adding them to Client’s charges.

3.12 Chargebacks. Before initiating any chargeback or payment dispute, Client agrees to first contact Provider in good faith to resolve the issue. Initiating a chargeback for properly owed fees is a breach of this Agreement and may result in immediate suspension or termination. Client is responsible for any fees, costs, and expenses Provider incurs in connection with an unwarranted chargeback, in addition to the disputed amount.

3.13 Changes to Fees and Terms. Provider may change its fees, Plans, allotments, Lead volumes, features, and the terms of this Agreement from time to time. For changes that materially and adversely affect Client, Provider will provide at least thirty (30) days’ notice (email or in-product notice is sufficient). Changes take effect upon renewal or upon the stated effective date. Client’s continued use of the Services after the effective date constitutes acceptance. Renewals are governed by the fees and terms then in effect and displayed on the Order Form and Pricing Page.

4. CUSTOMIZATION AND PROFESSIONAL SERVICES

Any request for custom integrations (for example, custom API connections, advanced database or workflow architecture, or bespoke automation logic), specialized configuration, or “white glove” or implementation services beyond the standard features of Client’s Plan is subject to a separate written quote, statement of work, or order, and must be approved in writing by both Parties. Customization and professional-services fees are billed in advance, are non-refundable, and are in addition to subscription fees. Unless expressly agreed in writing, all custom work, configurations, and deliverables created by Provider remain Provider’s intellectual property as set forth in Section 6.

5. TERM, RENEWAL, AND TERMINATION

5.1 Term. This Agreement begins on the Effective Date and continues for the subscription term stated on the Order Form (e.g., monthly or annual), and through each renewal term, until terminated in accordance with this Section (the “Term”).

5.2 Automatic Renewal. Subscriptions renew automatically as described in Section 3.4 unless cancelled in accordance with Section 5.3.

5.3 Cancellation by Client. Client may cancel its subscription by providing written notice through the support portal or designated cancellation method before the start of the next Billing Cycle. Cancellation stops future renewals. For monthly Plans, the Services continue through the end of the current paid Billing Cycle and then terminate. For annual or other prepaid term Plans, cancellation stops renewal at the end of the committed term; it does not shorten the committed term or entitle Client to any refund or proration.

5.4 Termination and Suspension by Provider. Provider may suspend or terminate this Agreement or Client’s access to the Services, in whole or in part, immediately and in its discretion, upon: (a) Client’s non-payment; (b) Client’s material breach of this Agreement, including any violation of Section 8 (Client Responsibilities and Compliance); (c) Client’s transmission of prohibited content (Section 8.6); (d) actual or suspected fraudulent, unlawful, abusive, or harmful use, or any complaint or pattern of conduct that Provider reasonably believes creates legal or carrier-compliance risk; (e) a requirement of law, a Subprocessor, or a carrier; or (f) for Plans that include Provider-supplied Leads, Provider’s determination in its sole and absolute discretion that Client is failing to adequately work, respond to, or maintain a professional standard of care with provided Leads (including failure to execute timely follow-up). Provider invests significant resources and brand equity in Lead generation, and Client agrees to maintain a high standard of professional quality, promptness, and ethical conduct in handling Leads.

5.5 Effect of Termination. Upon termination: (a) Client’s license and access to the Services end; (b) Client remains responsible for all fees accrued through the effective date of termination; (c) no refunds or prorations will be issued; and (d) for a limited period following termination (as Provider may make available), Client may request export of Client Data, after which Provider may delete or de-identify Client Data in the ordinary course, subject to Section 6 and any retained rights described therein.

5.6 Survival. Sections 1, 3 (as to accrued amounts), 4, 5.5, 6, 7, 8.6–8.12, 9, 10, 11, and 12, and any other provision that by its nature should survive, survive termination or expiration of this Agreement.

6. DATA, PRIVACY, AND AI TRAINING

6.1 Client Data Ownership. As between the Parties, Client retains all right, title, and interest in and to Client Data, subject to the licenses granted in this Agreement.

6.2 Provider Intellectual Property. As between the Parties, Provider owns and retains all right, title, and interest in and to the Services and all related software, AI models and architecture, workflows, automations, prompts, templates, system messages, code, configurations, methodologies, know-how, and all improvements thereto (collectively, “Provider IP”). No rights are granted to Client except the limited license in Section 2.2. Client shall not acquire any ownership interest in Provider IP by virtue of this Agreement or any use of the Services.

6.3 License to Operate the Services. Client grants Provider a worldwide, non-exclusive, royalty-free license to host, copy, process, store, transmit, display, and otherwise use Client Data and End-User Data as necessary to provide, maintain, secure, and support the Services and to perform Provider’s obligations and exercise its rights under this Agreement.

6.4 CONSENT TO AI TRAINING AND SERVICE IMPROVEMENT.

CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT PROVIDER MAY USE CLIENT DATA AND END-USER DATA — INCLUDING THE CONTENT OF MESSAGES, CONVERSATIONS, INTERACTIONS, AND OTHER DATA PASSED THROUGH OR GENERATED BY THE AI AGENT AND THE SERVICES — TO DEVELOP, TRAIN, FINE-TUNE, TEST, EVALUATE, AND IMPROVE PROVIDER’S ARTIFICIAL INTELLIGENCE MODELS, PROMPTS, WORKFLOWS, AND THE SERVICES. This license to train and improve survives termination of this Agreement with respect to data already processed and any resulting model improvements. Client represents that it has the authority to grant this license and that it has obtained all consents and provided all notices required for Provider’s use as described in Section 6.6.

6.5 No Sale; No Third-Party Disclosure; Confidential Treatment. Notwithstanding Section 6.4, Provider will not sell Client Data or End-User Data, and will not disclose, license, or make available the identifiable content of Client Data or End-User Data to unrelated third parties for those third parties’ own independent or marketing purposes. Provider’s use of data to train and improve its models and Services will be conducted in a manner designed so that one client’s confidential Client Data and End-User Data is not exposed or made available in identifiable form to another client through the Services. Provider may disclose Client Data and End-User Data only: (a) to Subprocessors as needed to provide, secure, and improve the Services; (b) as required by law, legal process, or governmental request; (c) to enforce this Agreement or protect rights, safety, or property; or (d) in connection with a merger, acquisition, financing, or sale of assets (subject to confidentiality obligations consistent with this Section).

6.6 Client Privacy Obligations and Warranties. Client is solely responsible for the lawfulness of its collection, use, and processing of Client Data and End-User Data and for its instructions to Provider. Client represents and warrants that it has provided all required notices and obtained all required consents, permissions, and lawful bases — from its End Users and any other applicable persons — necessary for (a) Provider to process Client Data and End-User Data to provide the Services, and (b) Provider to use such data to train and improve its AI models and the Services as described in Section 6.4, including under all applicable privacy, data protection, and communications laws. Client shall maintain its own privacy policy and disclosures consistent with these obligations.

6.7 Controller/Processor Roles. To the extent applicable privacy laws (such as the GDPR or CCPA/CPRA) apply, Client acts as the “controller” (or “business”) and Provider acts as the “processor” (or “service provider”) with respect to End-User Data processed on Client’s behalf to provide the Services. Where required, the Parties will enter into a separate Data Processing Addendum, which is incorporated by reference when executed.

6.8 AI Outputs. As between the Parties, AI Outputs generated for Client are treated as Client Data and subject to the licenses in this Agreement. Provider makes no warranty that AI Outputs are accurate, complete, current, original, non-infringing, or unique, and Client acknowledges that, due to the nature of generative AI, the Services may generate the same or substantially similar outputs for Provider or for other clients. Client’s use of AI Outputs must comply with the acceptable use, content, and usage policies of the underlying AI and large language model providers, and Client is responsible for such compliance.

6.9 Aggregated and De-Identified Data. Provider may create and use aggregated, anonymized, statistical, and de-identified data derived from use of the Services (data that does not identify Client, any Authorized User, or any End User) for any lawful business purpose, including analytics, benchmarking, and improving and marketing the Services. Provider owns all such aggregated and de-identified data.

6.10 Feedback License. If Client provides any suggestions, feature requests, evaluations, or other feedback regarding the Services (“Feedback”), Client grants Provider a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, incorporate, and exploit such Feedback for any purpose, without compensation or attribution.

6.11 Subprocessors. Client authorizes Provider to engage Subprocessors to provide and support the Services. Provider remains responsible for its Subprocessors’ performance of the Services to the extent required by applicable law.

6.12 Privacy Policy. Client’s and End Users’ use of the Services is also subject to Provider’s Privacy Policy, available at starlingagent.com/privacy, which is incorporated by reference. In the event of a conflict between this Agreement and the Privacy Policy regarding processing of personal data, this Agreement controls as between the Parties unless the Privacy Policy expressly states otherwise.

6.13 Security; Client Backups. Provider implements commercially reasonable administrative, technical, and organizational measures designed to protect Client Data. However, no method of transmission or storage is completely secure, and Provider does not warrant that the Services will be free from unauthorized access, loss, or other security incidents. Client is responsible for maintaining its own backups and copies of Client Data, and Provider is not liable for any loss, corruption, or deletion of Client Data.

7. DISCLAIMERS; AI AND RESULTS

7.1 “AS IS” Basis. THE SERVICES, INCLUDING THE AI AGENT, LEADS, AND ALL CONTENT AND OUTPUTS, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

7.2 No Professional or Regulated Advice. The Services are software tools. Provider is not a law firm, financial advisor, tax advisor, real estate brokerage, mortgage lender or broker, insurance agency, or other licensed or regulated professional, and the Services do not provide legal, financial, tax, real estate, mortgage, insurance, or other professional or regulated advice. AI Outputs and other content generated by the Services are not a substitute for professional judgment or the advice of an appropriately licensed professional. Client is solely responsible for obtaining its own professional advice and for all decisions and communications made in connection with its business.

7.3 Nature of AI; Hallucinations; Verification. Client acknowledges that artificial intelligence is probabilistic and may generate output that is inaccurate, incomplete, outdated, offensive, biased, “hallucinated,” or otherwise inappropriate or unsuitable for Client’s intended use. Client is solely responsible for reviewing, supervising, and verifying all AI Outputs before relying on, transmitting, or acting on them, including before sending any AI-generated communication to any End User.

7.4 No Liability for AI Outputs. PROVIDER IS NOT LIABLE FOR ANY ACT, OMISSION, ERROR, OR OUTPUT OF THE AI AGENT OR THE SERVICES, OR FOR ANY DECISION MADE OR ACTION TAKEN (OR NOT TAKEN) BY CLIENT, AN END USER, OR ANY OTHER PERSON IN RELIANCE ON SUCH OUTPUT. Without limitation, Provider is not responsible or liable for any lost, delayed, or unsuccessful transaction, sale, appointment, lead, client, or business opportunity, or for any other loss, arising from or relating to AI Agent responses or any other output or behavior of the Services.

7.5 No Guarantee of Results. PROVIDER MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY REGARDING ANY BUSINESS RESULT, OUTCOME, REVENUE, RETURN ON INVESTMENT, RESPONSE RATE, CONVERSION RATE, APPOINTMENT, OR CLOSED TRANSACTION. Any examples, statistics, testimonials, or performance figures provided in marketing materials are illustrative only, are not a promise or warranty of future results, and do not form part of this Agreement.

7.6 Lead Provision Disclaimer. For Plans that include Provider-supplied Leads, Leads are provided “AS IS” and “AS AVAILABLE,” and Provider makes no representation, warranty, or guarantee regarding the quality, accuracy, completeness, validity, responsiveness, conversion potential, or exclusivity of any Lead. Provider does not guarantee that any Lead will result in contact, a conversation, an appointment, a transaction, or revenue. Provider is responsible only for delivery of Lead data in accordance with the Plan, and not for any outcome. Working leads requires significant effort by Client.

7.7 Upstream Dependencies. The Services depend on third-party large language models, APIs, hosting, telephony/messaging, and other infrastructure. Provider is not responsible for any outage, latency, error, change, deprecation, suspension, content moderation, or data handling caused by such third parties.

7.8 No Uptime or Service-Level Guarantee. Unless a separate written service-level agreement is expressly executed, the Services are provided without any uptime, availability, or performance guarantee. Provider may perform scheduled or emergency maintenance and may impose reasonable technical limits.

8. CLIENT RESPONSIBILITIES AND COMPLIANCE

8.1 General Legal Compliance. Client is solely responsible for ensuring that its use of the Services complies with all applicable local, state, federal, and international laws, rules, and regulations. Client shall not use the Services for any unlawful, fraudulent, deceptive, harmful, or abusive purpose.

8.2 Industry and Regulated-Activity Compliance; Licensing. The Services are general-purpose tools usable across many industries and business types. Client is solely responsible for complying with all laws, regulations, licensing requirements, and professional and ethical rules applicable to Client’s particular industry, profession, products, services, and communications, and for holding and maintaining all licenses, registrations, and authorizations required for Client’s business. This includes, without limitation and as applicable to Client, rules governing real estate, mortgage and lending, insurance, automotive sales and financing, debt and credit services, and any other regulated activity, as well as all advertising, disclosure, recordkeeping, and consumer-protection requirements applicable to Client. Provider does not monitor Client’s communications for compliance and assumes no responsibility for Client’s regulatory obligations.

8.3 Platform Provider; Client Is the Sender and Initiator. Provider is a technology and software provider. Client is solely responsible for determining and controlling the recipients, content, timing, frequency, and consent status of all communications (including SMS, voice, and email) created, scheduled, generated, or transmitted through the Services. As between the Parties, Client is the “sender,” “initiator,” and “caller” of all such communications for purposes of the Telephone Consumer Protection Act (“TCPA”) and all analogous federal and state laws, and Provider acts solely as a technology provider at Client’s direction. This allocation applies even where Provider hosts, provisions, configures, registers, or administers messaging, telephony, or number infrastructure (including third-party services such as Twilio) on Client’s behalf or at Client’s request; such administration is a technical and administrative service performed on Client’s instructions and does not make Provider the sender, initiator, or caller of any communication or the party responsible for consent.

8.4 Messaging, Telephone, and Email Compliance. Client is solely responsible for compliance with all laws and carrier and platform requirements governing electronic communications, including without limitation: the TCPA; the CAN-SPAM Act; the Telemarketing Sales Rule (TSR); the National and applicable state Do Not Call (DNC) registries; and all applicable state-law analogues, including state telephone-solicitation and “mini-TCPA” statutes (such as the Florida Telephone Solicitation Act and similar laws in other states); and all applicable carrier and messaging-platform requirements (including, where applicable, A2P 10DLC brand and campaign registration, content and throughput rules, and opt-out/opt-in handling such as STOP and HELP keyword support). Client is responsible for obtaining and maintaining any required registrations, for honoring all opt-out requests, and for maintaining records of consent.

8.5 Messaging Registration (A2P 10DLC). Where Client’s use involves application-to-person messaging, Client is responsible for ensuring that its messaging brand and campaigns are properly registered and compliant. To the extent Provider performs or facilitates such registration on Client’s behalf, Client authorizes Provider to do so, designates Client as the responsible “brand,” and represents and warrants that all information provided for registration (including business information, use-case descriptions, sample messages, opt-in language, and consent flows) is accurate, complete, and compliant. Client is responsible for any consequences of inaccurate or non-compliant registration information.

8.6 Call Recording and Two-Party Consent. Client acknowledges that the Services may include features that record or transcribe voice conversations and that many jurisdictions require the consent of all parties before recording (“two-party” or “all-party” consent laws). Client warrants that, prior to any recording, it will configure the Services and its processes to provide all legally required disclosures and obtain all required consents from call participants. Client assumes full responsibility and liability for any failure to do so.

8.7 Prohibited Content and Acceptable Use. Client shall not use the Services to transmit, generate, or facilitate content that is prohibited by mobile carriers, messaging platforms, or applicable law, including content within the “SHAFT” categories (Sex/adult content, Hate speech, Alcohol, Firearms, and Tobacco) and high-risk financial categories (such as payday loans, debt collection, and gambling), in each case except as expressly permitted by Provider, applicable carriers, and applicable law. Client further shall not, and shall not permit any Authorized User or third party to: (a) reverse engineer, decompile, or attempt to derive the source code, models, or underlying structure of the Services, except to the extent this restriction is prohibited by law; (b) resell, sublicense, rent, lease, or provide the Services to third parties except as expressly authorized in writing by Provider (including under any applicable white-label or reseller terms); (c) use the Services to build or assist in building a competing product or service; (d) scrape, harvest, or extract data from the Services except as expressly permitted; (e) circumvent usage caps, security, or access controls; (f) upload malware or interfere with the integrity or performance of the Services; or (g) infringe any intellectual property, privacy, or other rights of any person. Provider may suppress, block, or refuse to transmit any communication, and may suspend or terminate the Services immediately, if Provider believes Client has transmitted prohibited content or otherwise violated this Section, in each case without liability to Client.

8.8 Consent and Compliance for Client-Sourced Contacts.

  (a) Definition. A “Client-Sourced Contact” means any telephone number, contact, or recipient that Client uploads, imports, syncs, enters, or otherwise provides or makes available through the Services and that was not supplied to Client by Provider as a Lead.

  (b) Sole Responsibility. Client is solely and exclusively responsible for obtaining, maintaining, and documenting all consents, permissions, and lawful bases required to contact each Client-Sourced Contact through the Services. Provider makes no determination regarding, and bears no responsibility for, the consent status of any Client-Sourced Contact.

  (c) Consent Representation and Warranty. Client represents, warrants, and covenants that, before any communication is sent to a Client-Sourced Contact through the Services, Client has obtained from that contact all consent required by applicable law for the type of communication sent, including (i) “prior express written consent” as defined by the TCPA and FCC rules for any marketing, advertising, or autodialed or AI-generated message, and (ii) any consent required under applicable state law (including state telephone-solicitation and “mini-TCPA” statutes); and that such consent (A) runs to Client as the sender and to Provider’s AI Agent and the Services acting at Client’s direction, (B) is evidenced by records sufficient to satisfy the applicable legal standard, and (C) remains valid and has not been revoked as of the time each communication is sent.

  (d) Continuing Compliance; Scrubbing. Client is responsible on an ongoing basis for honoring all opt-out and revocation requests, suppressing contacts who revoke consent, and scrubbing Client-Sourced Contacts against applicable Do Not Call lists and for reassigned or disconnected numbers. Consent obtained at the time of upload does not relieve Client of the obligation to ensure that consent remains valid for each communication sent.

  (e) Prohibited Lists. Client shall not upload, import, or contact through the Services any “cold,” purchased, rented, scraped, harvested, or third-party-sourced list, or any contact for which Client lacks the consent required by this Section.

  (f) No Verification by Provider; No Reliance. Client acknowledges that Provider does not, and has no obligation to, review, verify, validate, monitor, or vet the consent status, source, or legality of any Client-Sourced Contact, and that Client is not relying on Provider for any determination regarding TCPA, DNC, state-law, or other consent or compliance matters. Any consent-related feature Provider may make available (such as opt-out keyword handling) is offered as a convenience only, does not shift responsibility to Provider, and does not relieve Client of its obligations under this Section.

  (g) Records; Burden of Proof. Client shall create and retain records evidencing the consent and compliance basis for each Client-Sourced Contact for no less than five (5) years, and shall provide such records to Provider promptly upon request. As between the Parties, the burden of demonstrating valid consent for any Client-Sourced Contact rests solely and entirely with Client.

  (h) Compliant Capture. Where Client collects consent through its own forms, landing pages, or other mechanisms, Client shall use clear and conspicuous disclosures and affirmative (unchecked) opt-in mechanisms that satisfy applicable law and that conform to the requirements set forth in Exhibit A (Client Consent Capture Requirements), and shall not pre-check consent boxes or bury consent language.

  (i) Indemnification. Without limiting Section 8.12, Client shall indemnify, defend, and hold harmless the Provider Indemnitees from and against any Claim arising out of or relating to Client-Sourced Contacts or Client’s breach of this Section, including any Claim under the TCPA, state telephone-solicitation or “mini-TCPA” laws, or DNC rules, or arising from a lack of required consent. This indemnification obligation is not subject to the limitation of liability in Section 9.2.

  (j) Suspension. Provider may suspend or terminate Client’s access, or refuse to transmit any communication, if Provider reasonably believes Client is contacting Client-Sourced Contacts without required consent or otherwise in violation of this Section, in each case without liability to Client.

8.9 Provider-Supplied Leads. For Leads supplied by Provider under a Plan, Provider uses commercially reasonable efforts to source Leads through opt-in marketing channels. However, Provider makes no warranty regarding the applicability of the DNC registry or specific TCPA, state-law, consent, or licensing requirements to Client’s particular business or entity, and Client is solely responsible for ensuring that its outreach to any Provider-supplied Lead — whether via the AI Agent or manually — complies with the TCPA, applicable state laws, DNC rules, and all other applicable laws. Client remains responsible for honoring all opt-out and revocation requests with respect to Provider-supplied Leads.

8.10 AI Disclosure / “Bot” Laws. Client shall use the Services in compliance with all applicable laws governing automated communications and disclosure of artificial intelligence (“bot” laws). Where required by law, Client shall ensure that the AI Agent discloses to End Users that they are interacting with an artificial intelligence (for example, “I am an AI assistant for [Client Name]”).

8.11 Insurance. For Plans that include the AI Agent’s messaging functionality and/or Provider-supplied Leads (or where otherwise required on the Order Form), Client shall, at its own expense, maintain commercially reasonable insurance appropriate to its business, including commercial general liability insurance and, to the extent available, technology errors-and-omissions and/or cyber-liability insurance, including, where available, coverage for claims arising under the TCPA and similar communications statutes. Upon Provider’s reasonable request, Client shall provide a certificate evidencing such coverage.

8.12 Indemnification.

  (a) Indemnity. Client shall indemnify, defend, and hold harmless Provider and its members, managers, officers, employees, agents, and Subprocessors (collectively, the “Provider Indemnitees”) from and against any and all claims, demands, actions, investigations, liabilities, damages, fines, penalties, settlements, costs, and expenses (including reasonable attorneys’ fees and costs of defense) (collectively, “Claims”) arising out of or relating to: (i) Client’s violation of any law, including the TCPA, CAN-SPAM, TSR, DNC, state telephone-solicitation or “mini-TCPA” laws, carrier or A2P requirements, wiretapping/recording, privacy, or industry-specific or licensing laws; (ii) Client’s failure to obtain required consents or provide required notices or disclosures (including those described in Sections 6.6, 8.4, 8.5, 8.6, and 8.8); (iii) any Client Data, End-User Data, AI Output, or content generated, transmitted, scheduled, or initiated by or for Client through the Services; (iv) Client’s communications with, or treatment of, any End User; (v) Client’s reliance on, or use of, any AI Output; (vi) any Downstream User or Client’s resale or provision of the Services; (vii) Client’s breach of this Agreement; or (viii) any fraudulent, unlawful, or unauthorized use of the Services by Client, its Authorized Users, Downstream Users, or End Users.

  (b) Procedure. Provider will provide Client with notice of a Claim for which it seeks indemnification (provided that any failure or delay in notice relieves Client only to the extent it is actually and materially prejudiced). Provider may, at its option, control the defense and settlement of any Claim with counsel of its choice at Client’s expense, or permit Client to assume the defense with counsel reasonably acceptable to Provider while Provider participates with its own counsel. Client may not settle any Claim, or consent to any judgment or relief, in a manner that imposes any liability, payment, admission, or obligation on, or that does not include a full and unconditional release of, any Provider Indemnitee, without Provider’s prior written consent.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, OR FOR ANY LOST, DELAYED, OR UNSUCCESSFUL TRANSACTION OR OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Allocation. The limitations in this Section reflect the allocation of risk between the Parties and are an essential basis of the bargain. They apply notwithstanding the failure of essential purpose of any limited remedy.

9.4 Exclusions from Limitations. The limitations and exclusions in Sections 9.1 and 9.2 do not apply to, and shall not limit: (a) Client’s obligation to pay fees and other amounts owed under this Agreement; (b) Client’s indemnification obligations under Section 8.12; (c) Client’s breach of the license restrictions or Acceptable Use provisions (Sections 2.2 and 8.7); (d) Client’s breach of its confidentiality obligations; or (e) Client’s infringement or misappropriation of Provider IP. Liability arising from the foregoing is not subject to the cap in Section 9.2.

10. CONFIDENTIALITY

10.1 Definition. “Confidential Information” means non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential, including Provider IP, the non-public features and pricing of the Services, Client Data, and business and technical information. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was rightfully known without obligation of confidentiality, is independently developed without use of the Confidential Information, or is rightfully obtained from a third party without restriction.

10.2 Obligations. The Receiving Party shall: (a) use the Disclosing Party’s Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) protect it using at least reasonable care; and (c) not disclose it except to its personnel, advisors, and Subprocessors who need to know it and are bound by confidentiality obligations. The Receiving Party may disclose Confidential Information as required by law or legal process, provided it gives reasonable notice where lawful.

11. DISPUTE RESOLUTION

11.1 Governing Law. This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of Section 11.3.

11.2 Venue. Subject to Section 11.3, any permitted legal action and any arbitration shall be conducted in Denton County, Texas, and the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located there (or serving that county).

11.3 Binding Arbitration; Class Waiver. Except for claims described in Section 11.4, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in the location specified in Section 11.2 (or, by agreement, by videoconference). Judgment on the award may be entered in any court of competent jurisdiction. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. This class, collective, consolidated, and representative waiver is a material and non-severable part of the agreement to arbitrate. If this waiver is held unenforceable or invalid as to any claim or remedy, then the agreement to arbitrate shall be null and void in its entirety as to that claim, and that claim shall instead be resolved in court in the venue specified in Section 11.2; in no event shall any class, collective, consolidated, or representative proceeding be conducted in arbitration.

11.4 Injunctive Relief. Notwithstanding Section 11.3, either Party may seek temporary or preliminary injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information or to enforce Section 8.7, without waiving the arbitration agreement.

11.5 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES THAT IS HEARD IN COURT.

11.6 Time to Bring Claims. EXCEPT WHERE A LONGER MINIMUM PERIOD IS REQUIRED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES, OR IT IS PERMANENTLY BARRED. Where applicable law does not permit a two-year period, the shortest period permitted by applicable law applies.

11.7 Attorneys’ Fees. In any arbitration or legal proceeding arising out of or relating to this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees and costs, to the extent permitted by law.

12. MISCELLANEOUS

12.1 Entire Agreement; Order of Precedence. This Agreement, together with the applicable Order Form, Pricing Page terms, Privacy Policy, any exhibits or schedules attached to or incorporated by reference into this Agreement (including Exhibit A — Client Consent Capture Requirements), and any executed Data Processing Addendum, reseller/partner agreement, or statement of work, constitutes the entire agreement between the Parties regarding the Services and supersedes all prior agreements, understandings, and communications. In the event of a conflict, the following order of precedence applies: (a) a mutually executed statement of work, Data Processing Addendum, or reseller/partner agreement, for its subject matter; then (b) the Order Form and Pricing Page terms, with respect to commercial terms (such as fees, billing frequency, allotments, and Lead volumes); then (c) this Agreement, with respect to all legal terms.

12.2 Non-Reliance. Client acknowledges and agrees that, in entering into this Agreement and subscribing to the Services, it has not relied on any representation, warranty, statement, promise, projection, demonstration, testimonial, performance figure, or assurance of any kind that is not expressly set forth in this Agreement, and that no such extrinsic statement forms any part of this Agreement.

12.3 Changes to this Agreement. Provider may amend this Agreement as described in Section 3.13. The “Last Updated” date reflects the most recent version.

12.4 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force and effect (subject to the non-severability of the class waiver as expressly provided in Section 11.3).

12.5 Assignment. Client may not assign or transfer this Agreement, in whole or in part, without Provider’s prior written consent; any attempted assignment in violation is void. Provider may assign this Agreement without restriction, including in connection with a merger, acquisition, reorganization, financing, or sale of assets. This Agreement binds and benefits the Parties’ permitted successors and assigns.

12.6 No Third-Party Beneficiaries. Except for the Provider Indemnitees (Section 8.12) and Provider as a third-party beneficiary of downstream terms (Section 2.10), this Agreement confers no rights or remedies on any person other than the Parties.

12.7 Force Majeure. Provider is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, power or internet failures, third-party service or carrier failures, cyberattacks, denial-of-service attacks, and governmental actions.

12.8 Independent Contractors. The Parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship.

12.9 Export and Sanctions Compliance. Client represents and warrants that it and its principals are not subject to U.S. sanctions or located in an embargoed jurisdiction, are not on any U.S. government restricted-party list, and will comply with all applicable export-control and economic-sanctions laws in using the Services.

12.10 Notices. Provider may provide notices to Client by email to the address associated with Client’s account or by in-product notice. Client shall provide notices to Provider through the support portal or at admin@starlingagent.com or by mail to Starling AI LLC at its principal office or registered address. Notices are effective upon delivery.

12.11 No Waiver. No failure or delay by either Party in exercising any right is a waiver of that right. Any waiver must be in writing.

12.12 Electronic Records and Signatures. Client consents to transact electronically and agrees that its electronic acceptance (including clicking “I Agree,” checking a box, or executing an Order Form electronically) constitutes a valid and binding signature and that electronic records satisfy any requirement that records be in writing.

12.13 Counterparts. This Agreement (and any Order Form) may be executed or accepted in counterparts, including electronically, each of which is deemed an original and all of which together constitute one instrument.

12.14 Headings. Headings are for convenience only and do not affect interpretation.

12.15 WAIVER OF CERTAIN CONSUMER RIGHTS (TEXAS DTPA).

TO THE EXTENT PERMITTED BY AND IN ACCORDANCE WITH SECTION 17.42 OF THE TEXAS BUSINESS & COMMERCE CODE, CLIENT WAIVES ITS RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES–CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., TEXAS BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF CLIENT’S OWN SELECTION, CLIENT VOLUNTARILY CONSENTS TO THIS WAIVER. CLIENT REPRESENTS THAT IT IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION AND THAT THIS WAIVER IS GIVEN KNOWINGLY AND VOLUNTARILY.

By accepting this Agreement, Client acknowledges that it has read and understood it and agrees to be bound by its terms.

Starling AI LLC — Texas

EXHIBIT A — CLIENT CONSENT CAPTURE REQUIREMENTS

These Client Consent Capture Requirements are incorporated into and form part of the Agreement pursuant to Section 8.8(h). They set the minimum standards Client must meet whenever Client collects consent to contact any Client-Sourced Contact through the Services. Applicable state law may impose stricter requirements; Client is responsible for meeting the strictest standard applicable to each recipient. Capitalized terms have the meanings given in the Agreement.

1. Required Disclosure Content

Every consent mechanism Client uses must clearly and conspicuously present, in plain language and before the person submits their phone number, all of the following:

• That the person agrees to receive text messages from [Client’s Business Name] at the mobile number provided;

• That messages may be sent using automated technology and/or artificial intelligence;

• That consent is not a condition of any purchase;

• That message frequency varies (or recurs);

• That message and data rates may apply;

• How to opt out (Reply STOP) and get help (Reply HELP); and

• A link to Client’s SMS/messaging terms and Privacy Policy.

2. Model Opt-In Language (drop-in)

Place the following next to an unchecked checkbox the person must actively select:

☐ By checking this box, I agree to receive recurring automated and AI-generated marketing and informational text messages from [Business Name] at the mobile number I provide. Consent is not a condition of purchase. Message frequency varies. Message and data rates may apply. Reply STOP to unsubscribe or HELP for help. See our [Terms] and [Privacy Policy].

Optional timing enhancement. Client may add the phrase “including messages sent at any time of day” after “text messages” if Client intends to send messages outside 8:00 a.m.–9:00 p.m. local time. Note: the interaction between consent and “quiet hours” restrictions is currently unsettled and actively litigated. Provider recommends the conservative approach of sending unprompted messages only between 8:00 a.m. and 9:00 p.m. in the recipient’s local time, while permitting direct replies to a recipient-initiated message at any hour.

3. Form Mechanics (mandatory)

• Affirmative opt-in. An unchecked checkbox (or equivalent affirmative action) the person must actively select. No pre-checked boxes.

• Conspicuous. Legible, positioned near the phone-number field and submit button — not hidden in fine print, footers, hyperlinks, or a wall of text.

• Not deceptively bundled. Consent to texts must not be hidden inside unrelated agreements, and must not be required to complete a purchase or access the form.

• Single, named sender. Identify the specific business that will send the messages.

• Matching number. The number entered is the number to which consent applies.

4. Records to Keep (per Section 8.8(g)) — retain at least five (5) years

• Date and time of consent;

• The exact disclosure text and version shown to the person;

• The opt-in method and the page, URL, or form used;

• IP address and/or device identifier, where available;

• The phone number; and

• Evidence of the affirmative action (e.g., a log capturing the checkbox state).

5. Ongoing Obligations

• Honor STOP/opt-out and any reasonable revocation request promptly; suppress and do not re-contact.

• Do not upload or contact cold, purchased, rented, scraped, or third-party-sourced lists.

• Scrub against applicable Do Not Call lists and for reassigned or disconnected numbers.

• Confirm consent remains valid (not revoked) before each send.

6. Prohibited

• Pre-checked consent boxes;

• Burying consent language in fine print or unrelated terms;

• Treating a single bundled consent as consent for multiple unrelated businesses;

• Conditioning a purchase or form submission on consent; and

• Importing or texting any contact Client did not collect with consent meeting these requirements.

7. Quick Reference

Exhibit A is part of the Agreement. Client’s failure to meet these requirements is a breach of Section 8.8 and is subject to the indemnification and other provisions of the Agreement.