Last Updated and effective as of: January 26, 2026

SAAS SUBSCRIPTION TERMS

These SaaS Subscription Terms (this “Agreement”) create a legal agreement between First Impressions, Inc. d/b/a Cllevar (“Cllevar”) and the subscriber to the Software (as defined below) (“Customer”). This Agreement governs Customer’s use of the Software and by using or accessing the Software, Customer agrees to be bound by this Agreement. In the event that the individual accessing the Software is accessing the Software on behalf of a legal entity, such legal entity shall be the Customer hereunder, and, where Customer is not a natural person, the natural person accessing the Software on behalf of Customer hereby represents and warrants in his or her individual capacity that he or she has the authority to bind such legal entity in contract to this Agreement as Customer. Customer and Cllevar are individually hereinafter referred to as a “Party” and collectively as the “Parties”.

1. SCOPE OF AGREEMENT

1.1 Software.

Cllevar’s proprietary CllevarAutomotive software solution (together with the services, features, and information made available on or through such software solution, and together with any documentation relating thereto, the “Software”) will be hosted and distributed online by Cllevar and made available to Customer as a software-as-a-service, which consists of a suite of proprietary solutions that transform raw customer data into actionable insights, elevating interactions into exceptional customer experiences. Cllevar will be responsible for hosting of the Software. Customer or End-Users (as defined below) will be responsible, as applicable, for providing the computer hardware, web browser (including installing any required browser extension), or mobile devices necessary to interface with the Software. This Agreement sets forth the terms and conditions that will govern Cllevar’s grant of access to the Software.

1.2 Rights to Use.

Subject to the terms and conditions of this Agreement, Cllevar hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable, limited, revocable license (solely through Customer’s End-Users) to access and use the Software corresponding to the Software subscription purchased by Customer solely during the Term.

1.3 Ownership and Reservation of Rights.

Nothing in this Agreement shall constitute a transfer of any proprietary right by Cllevar to Customer. The Software may be protected by patent, copyright, trade secret, and other intellectual property laws. As between the Parties:

Each Party retains ownership in and to its Confidential Information (as hereinafter defined).
Cllevar owns and retains all right, title, and interest in and to the Software and all intellectual property rights therein, including any enhancements, modifications, derivative works, and all model-generated analytics and outputs made available through the Software (including without limitation scores, tags, alerts/fire alarms, Ideal Transcripts, word tracks, dashboards, analytics visualizations and other derived outputs) (collectively, “Cllevar Materials”).
Customer owns all right, title and interest in and to Customer Data (as defined in §2.3).
Customer receives only a limited license to use the Cllevar Materials during the Term for Customer’s internal business purposes in connection with the Software.

All rights not specifically granted to Customer in this Agreement are retained by Cllevar. Customer acknowledges the proprietary rights of Cllevar and its licensors in the Software and that Cllevar retains all right, title and interest in and to the Software.

1.4 Third-Party Services.

The Software may link, interface, and integrate with third-party software applications, services, and websites that are not operated or controlled by Cllevar (each, a “Third-Party Service”). All such Third-Party Services shall remain the property of their third-party providers. Customer hereby acknowledges and agrees that Cllevar is not responsible for the content or practices of the Third-Party Services. Customer is solely responsible for any required third-party account setup or fees levied by any such Third-Party Services for using their services. It shall be Customer’s responsibility to, and Customer shall, ensure that the use of the Software in connection with any such Third-Party Services complies with any applicable terms of service. Any links to or content from Third-Party Services in the Software are provided for Customer’s convenience only. Customer’s reliance on any Third-Party Service is at Customer’s own risk; Cllevar does not endorse or warranty any Third-Party Service, including any Third-Party Service linked to, or interfaced or integrated with, the Software.

Cllevar reserves the right to update or remove any functionality available through the Software at any time for any reason. **Customer acknowledges the Software depends on third-party telecom carriers and internet service providers; outages or degradation at such providers may interrupt features of the Software. The Software is not a replacement for 911 or other emergency services.

NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ITS RELATIONSHIP WITH ANY THIRD-PARTY SERVICE, INCLUDING WITHOUT LIMITATION CUSTOMER’S INTERACTION WITH ANY SUCH THIRD-PARTY SERVICE THROUGH THE SOFTWARE. CLLEVAR SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INTERACTION WITH ANY THIRD-PARTY SERVICE, WHETHER THROUGH THE SOFTWARE OR OTHERWISE, BY OR ON BEHALF OF THE CUSTOMER. CLLEVAR SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY PAYMENT OBLIGATIONS THAT ARISE AS A RESULT OF ANY SUCH INTERACTION, ANY LIABILITY THAT ARISES AS A RESULT OF ANY SUCH INTERACTION (INCLUDING WITHOUT LIMITATION UNDER ANY APPLICABLE TERMS OF SERVICE), OR ANY RELATIONSHIP THAT EXISTS OR COMES TO EXIST BETWEEN CUSTOMER AND ANY THIRD-PARTY SERVICE PROVIDER.

1.5 Feedback.

Notwithstanding any provision in this Agreement to the contrary, Cllevar may use, develop and implement any information, suggestions, comments, or other feedback (collectively, “Feedback”) provided to Cllevar by or on behalf of Customer in connection with the development, operation, marketing and sale of the Software, in its discretion and with no compensation to any person providing such Feedback, irrespective of any intellectual property or proprietary rights claimed by Customer in such Feedback. Customer represents that it has not, and will not, knowingly provide Feedback that is subject to any third-party intellectual property rights.

1.6 Changes to Software.

Cllevar reserves the right at any time to alter or discontinue any or all features, functionality, license terms, and other characteristics of the Software; provided, however, that in the event that any such alterations materially limit the features or functionality of the Software, Cllevar shall use commercially reasonable efforts to provide Customer with advanced notice thereof. Any subsequent upgrade, enhancement or other change to the Software shall be owned by Cllevar and subject to the terms of this Agreement.

2. CONFIDENTIAL INFORMATION

2.1 Confidentiality.

Each Party may disclose to the other Party certain non-public information that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information includes without limitation the Software (together with the design, features, functions, and architecture thereof), roadmaps, pricing, security information, business plans, and Customer Data. The receiving Party shall: (i) use and reproduce the disclosing Party’s Confidential Information only to the extent expressly permitted in this Agreement; (ii) restrict disclosure of Confidential Information to its representatives with a need to know to enable the receiving Party to perform its obligations and exercise its rights under this Agreement, provided that such representatives are bound by confidentiality obligations at least as protective as those contained in this Agreement; and (iii) use reasonable efforts to protect the

Confidential Information and to prevent unauthorized disclosure or access. Notwithstanding the foregoing, Customer may use the Software (including screenshots therefrom) in connection with public presentations and lectures, provided that Customer appropriately attributes the Software to Cllevar and does not disclose Cllevar’s non-public information. A Party may disclose Confidential Information to the extent required by a legally binding judicial or other governmental order, provided the Party provides prompt notice (where lawful) and cooperates in seeking protective treatment.

2.2 Analytics.

Cllevar may collect and analyze data, statistics or other information obtained through the provision, use and performance of various aspects of the Software (collectively, “Analytics”) and may aggregate or de-identify such Analytics with data from other sources. Cllevar may use Analytics and Aggregated/De-Identified Data for lawful business purposes. Aggregated/De-Identified Data shall not reasonably identify Customer or any individual. Cllevar owns all right, title, and interest in and to all Analytics and Aggregated/De-Identified Data, and no compensation will be paid by Cllevar with respect to its use.

2.3 Customer Data.

(a) Definition. “ Customer Data ” means, in each case that Cllevar Processes solely on behalf of Customer: (i) data made available to Cllevar by or on behalf of Customer for Processing in connection with the Software, and (ii) data collected or generated about Customer’s end users and communications in the course of providing the Software (e.g., call recordings, transcripts, metadata, dispositions, and similar records). For the avoidance of doubt Customer Data does not include Analytics. Customer shall be responsible for all changes to and deletions of Customer Data and the security of all passwords and other access protocols required to access the Software. Customer is solely responsible for the accuracy and completeness of Customer Data.

(b) Ownership. As between the Parties, Customer owns all right, title and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Cllevar.

(c) License & Use Limits. Customer grants Cllevar a non-exclusive, worldwide, royalty-free license to Process Customer Data solely to (i) provide, maintain, secure, support and improve the Software; (ii) comply with Law; and (iii) create Aggregated/De-Identified Data as permitted under §2.2. Cllevar will not sell Customer Data.

(d) Compliance & Consents. Customer represents, warrants, and covenants that: (i) it has collected and disclosed Customer Data in compliance with applicable Law (including consent, recording, call monitoring and messaging laws such as the Telephone Consumer Protection Act (TCPA) and state single/multi-party consent requirements) and provided all notices and obtained all consents required to enable Cllevar to Process Customer Data as permitted by this Agreement; (ii) it has and will retain all rights necessary to make the Customer Data available to Cllevar; and (iii) Cllevar’s Processing in accordance with this Agreement will not violate or infringe Law or third-party rights.

(e) Security & Incident Notice. Cllevar will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access or disclosure. Cllevar will notify Customer without undue delay following confirmation of any breaches of security leading to unauthorized access to Customer Data on Cllevar-controlled systems, and will provide information reasonably available for Customer to meet its legal obligations.

(f) Retention; Export; Deletion. Upon termination or expiration of this Agreement, Customer will have ninety (90) days of read-only access to export Customer Data; thereafter Cllevar may delete Customer Data per its retention schedule. On Customer’s written request, Cllevar will delete Customer Data earlier, subject to legal holds and backup restoration cycles.

(g) Biometric Data. To the extent Customer Data includes biometric identifiers or biometric information (e.g., voiceprints used for speaker identification), Customer is solely responsible for obtaining all required consents and providing legally sufficient notices to affected individuals. Cllevar will not sell biometric data; will use it only to provide the Software; and will destroy such data upon the earlier of (i) the end of the applicable retention period in §2.3(f), (ii) termination or expiration of this Agreement, or (iii) such earlier time as required by Law, unless longer retention is required by Law.

(h) Prohibited Data. Customer Data shall not include: (A) protected health information regulated by the Health Insurance Portability and Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act (together with any rules or regulations promulgated thereunder, collectively, “HIPAA”); (B) payment card data subject to PCI-DSS; or (C) government-classified information. Customer will not provide such data to Cllevar, and Cllevar disclaims any responsibility arising from Customer’s inclusion of Prohibited Data.

(i) Definitions. “ Process ” (including “Processed” and “Processing”) means any operation performed on data, whether or not by automated means, including collection, recording, organization, structuring, storage, adaptation or alteration, access, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. “ Aggregated/De-Identified Data ” means data originally derived from Customer Data or Analytics that has been aggregated and/or de-identified so that it cannot reasonably be used to identify Customer, its affiliates, or any natural person.

3. TERM AND TERMINATION

3.1 Term.

The term of this Agreement begins on the Activation Date and continues until Customer no longer has an active Software subscription (the “Term”). “Activation Date” means the earlier of (a) the date Cllevar completes telephone setup and the Services begin receiving inbound or outbound call traffic for Customer, or (b) the date Customer or its End-Users first access or use the Software.

3.2 Termination.

(a) Subscription Term. The initial term and any renewal terms for the Services (the “Subscription Term”) are set forth in the Subscription Agreement delivered via DocuSign and executed by Customer before any onboarding begins (the “Subscription Agreement”).

(b) Customer Cancellation. Customer may request cancellation at any time by written notice to Cllevar; however, cancellation becomes effective only at the end of the then-current Subscription Term. Customer remains responsible for all fees through that date, and any prepaid fees are non-refundable.

(c) Termination for Cause. Either Party may immediately terminate this Agreement under this Agreement for cause, in the event of any of the following by the other Party: (i) a material breach of this Agreement by the other Party which is not cured within thirty (30) days after receipt of written notice in reasonable detail of the breach; (ii) the filing of a petition in bankruptcy or for reorganization or for an arrangement pursuant to any federal or state bankruptcy laws by or on behalf of the other Party or an adjudication of bankruptcy of such Party; or (iii) the filing of a petition proposing the adjudication of the other Party pursuant to any federal or state bankruptcy law and such Party consents to such filing or such petition is not dismissed within ninety (90) days after the filing thereof.

(d) Termination in the Absence of a Subscription Agreement. Solely in the event that there are no Subscription Agreement then in effect, either Party may terminate this Agreement for any reason upon 30 days’ prior written notice to the other Party.

3.3 Effect of Termination.

Termination Timing. For month-to-month plans, termination becomes effective at the end of the current Billing Period. “Billing Period” means the period beginning on the Activation Date and ending on the day before the same calendar date in the following month (e.g., Aug 24–Sep 23). Fees are non-refundable and not prorated for partial Billing Periods, and termination notices do not relieve Customer of payment obligations through the effective date of termination or expiration.

Upon the effective date of termination or expiration, Cllevar’s obligation to provide the Software ceases and all licenses granted hereunder terminate. All unpaid fees and other amounts due for Software provided prior to the effective date become immediately due and payable. At Cllevar’s option, Customer will return or destroy all copies of Cllevar Confidential Information in its possession or control. Customer Data handling at and after termination is governed by §2.3(f).

3.4 Suspension of Software.

Notwithstanding any provision herein to the contrary, Cllevar may suspend the Software in the event (i) of any activity by Customer, if such activity has, or in Cllevar’s reasonable assessment is likely to have, an adverse effect on the Software, or (ii) Customer fails to pay an undisputed amount due under this Agreement.

4. FEES AND PAYMENTS

4.1 Charges; Auto-Renewal.

Charges. Customer understands that access to the Software requires payment of fees (“Charges”). After Customer purchases a Software subscription, Customer shall timely pay all Charges attributable thereto. Customer shall be responsible for paying all, local, state, federal or foreign sales, use, excise, VAT or other taxes, levies, duties, or tariffs of any nature that may be due relating to this Agreement and the Software provided hereunder, except for taxes based on the income of Cllevar. Invoicing & Payment Methods. Cllevar will issue invoices and/or email payment requests for each billing period. Customer shall remit payment by ACH transfer, check, or credit card in accordance with the instructions on the invoice. Cllevar does not provide a website payment portal. If Customer has provided a credit card or ACH authorization, Cllevar may charge the payment method on file for recurring Charges; otherwise, Customer must remit payment upon receipt of invoice. Cllevar will email a payment receipt once payment is processed; no mailed receipt copies are required. Questions/Disputes. Questions or disputes regarding Charges must be sent to billing@cllevar.com within thirty (30) days after the invoice date. Changes to Charges. Cllevar may establish, remove, or revise Charges for any or all aspects of the Software by email notice or on the applicable invoice. Any continued use of the Software (including renewal) after such notice constitutes Customer’s acceptance of the new or revised Charges. Promotional pricing or discounts offered to other customers do not affect Customer’s Charges unless expressly extended to Customer in writing. Auto-Renewal. For time-based paid subscriptions, auto-renewal is enabled by default. At the end of each Subscription Term, an order will automatically be placed for renewal and Cllevar will either (i) process payment using the authorized payment method on file, or (ii) issue an invoice payable by ACH, check, or credit card. If Customer does not wish to auto-renew, Customer must cancel the Software subscription before the end of the then-current Subscription Term by following the account instructions or emailing billing@cllevar.com.

Prepaid fees are non-refundable unless expressly stated otherwise in the Subscription Agreement.

4.2 Payments; Processors.

Customer may pay by credit card by way of Cllevar’s third-party payment processor, Hubspot Payments (or such successor processor as Cllevar may designate). Customer agrees not to file a credit or debit card chargeback with regard to any amount of fees charged in connection with the Software and instead agrees to abide by the dispute resolution procedures outlined in this Agreement. Customer will be required to provide bank account details to Cllevar or the designated third-party payment processor (“Third-Party Payment Processor”) to process Customer’s payment(s). Cllevar collects, analyzes and relays information to allow the Third-Party Payment Processor to process these payment(s). Customer authorizes Cllevar to process payment(s) for the Software, using the payment information Customer has supplied, and authorizes Cllevar to share such information and any transaction information related to Customer’s use of the Software with the Third-Party Payment Processor for the purpose of processing payment(s). Cllevar reserves the right, in its sole discretion (but not the obligation), to: (i) place on hold any payment and out of pocket expenses; and/or (ii) refund, provide credits or arrange for the Third-Party Payment Processors to do so, as necessary. If Customer believes a Charge has been processed in error, Customer must provide written notice to Cllevar within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute. If notice is not received by Cllevar within such thirty (30) day period, the Charge will be deemed final and valid. Cllevar is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by Customer that are deceptive, fraudulent or otherwise invalid. By using the Software, Customer hereby releases Cllevar from any liability arising from fraudulent actions. Customer will also use best efforts to promptly notify Cllevar of any fraudulent actions which may affect the Software. Cllevar reserves the right, in its sole discretion, to terminate the account of any Customer or End-User that engages in, or enables any other Customer or End-User to engage in, fraudulent actions. While Cllevar takes what it believes to be reasonable efforts to ensure secure transmission of Customer information to Third-Party Payment Processors, Cllevar is not responsible for any fees or charges assessed by third party service providers, or any errors in the processing of payment(s) by third party service providers.

Customer’s sole recourse is with the applicable Third-Party Payment Processor. Customer agrees to the applicable privacy policies and terms of service of any such Third-Party Payment Processor.

5. CUSTOMER’S DUTIES AND RESTRICTIONS

5.1 Customer Account.

Customer is solely responsible for maintaining the confidentiality of Customer’s account (including any access credentials thereto) and for all use of such account. Customer shall not permit any third party to use the Software through Customer’s account. Notwithstanding the foregoing, Customer shall be solely responsible for all use of the Software under Customer’s account, whether or not such use was in fact performed by Customer. Customer hereby agrees that the act or omission of any End-User of Customer’s account shall be deemed to be the same as if performed by Customer.

5.2 Affirmative Covenants.

Customer shall: (i) comply with this Agreement; (ii) take all necessary steps to prevent unauthorized access to or use of the Software; (iii) notify Cllevar immediately of any such unauthorized access or use; (iv) comply with all applicable federal, state, local, municipal, domestic, foreign, and international laws, rules and regulations (“Law”); (v) use the Software in compliance with applicable industry standards; (vi) use the Software only for Customer’s own internal business purposes and solely in accordance with the terms of this Agreement (provided that Customer may use the Software (including screenshots therefrom) in connection with public presentations and lectures, provided further that Customer appropriately attributes the Software to Cllevar); (vii) use the Software solely in accordance with Cllevar’s instructions; and (viii) ensure that Customer’s officers, directors, employees, contractors, representatives, agents and affiliates (collectively, “Representatives”) comply with this Agreement. In addition, on its behalf and on behalf of the End-Users (as defined below) (Customer, together with the End-Users, being referred to hereinafter as the “Appointing Parties”, and each, an “Appointing Party”), hereby makes, constitutes and appoints Cllevar, with full power of substitution and re-substitution, each Appointing Party’s true and lawful attorney-in-fact for the Appointing Party and in the Appointing Party’s name, place and stead and for the Appointing Party’s use and/or benefit, to sign, execute, certify, acknowledge, swear to, file and record all agreements, certificates, instruments and other documents with or for the benefit of any third party as may be required to provide the Software, including, without limitation, any letters of authorization with respect to the porting of any telephone number(s). If Customer is not an End-User, Customer hereby covenants and agrees to obtain identical powers of attorney from each and every of its customers, and to the extent such customers of Customer are not End-Users, to cause such customers to (a) obtain identical powers of attorney from each and every of their customers, as well as (b) to cause such customers to covenant that they will include a covenant identical to this one in their contracts with such customers. Customer hereby represents and warrants that the powers of attorney granted by the Appointing Parties in this paragraph are enforceable in accordance with their terms, except to the extent as may be limited by applicable law or regulation.

As used herein, the “End-Users” (each, an “End-User”) means those natural persons and/or entities who ultimately use or are intended to ultimately use or benefit from the Software.

5.3 Restrictive Covenants.

Customer shall not, and Customer will cause Customer’s Representatives to not: (i) alter, change, modify, adapt, translate, or make derivative works of the Software; (ii) use the Software in a manner that, or provide any direction to Cllevar that, violates any applicable Law; (iii) transmit any virus or programming routine intended to damage, surreptitiously intercept, or expropriate any system or data; (iv) transfer, resell, license, sublicense, or otherwise make the Software (or any data or information accessible through the Software) available to any third party, except as expressly described in this Agreement; (v) use the Software for timesharing, rental, outsourcing, or a service bureau operation; (vi) attempt to gain, or assist others with attempting to gain, unauthorized access to Cllevar’s network, systems, or the Software; (vii) decipher, decompile, disassemble, or reverse engineer the Software or assist or encourage any third party to do so; (viii) engage in any activity that violates the rights of Cllevar or of others, that interferes with or disrupts the Software, or that could damage the reputation of Cllevar; (ix) access or use any information made available via the Software or by Cllevar in connection with this Agreement to build a similar or competitive service or product; or (x) upload any file containing any back door, time bomb, Trojan horse, worm, virus, malware, or similar malicious code.

5.4 Export Control Restrictions.

Customer warrants that its use and its Representatives’ use of the Software shall comply with all applicable export control laws and agrees to indemnify, defend, and hold harmless Cllevar from any liability, claim, loss, or expense suffered or incurred by Cllevar as a result of a breach of this warranty.

5.5 Acceptable Use.

With respect to Customer’s use of the Software, Customer hereby agrees to comply with the terms of the Acceptable Use Policy, attached hereto as Exhibit A, and Customer shall cause its customers and End-Users to comply with Exhibit A. Customer shall indemnify and hold Cllevar harmless from and against all claims, expenses, liabilities, losses or other damages (including attorneys’ fees and expenses) arising in favor of any person, firm or corporation relating to violation of Exhibit A. Cllevar may cancel or suspend the provision of, or move to a different platform, the whole or any part of the Software which is determined to be a violation of, or no longer permitted under, any aspect of Exhibit A. Cllevar reserves the right, at its sole discretion, to monitor Customer’s traffic patterns, and to determine if the Software is being used in violation of this Agreement, including Exhibit A. Violation of Exhibit A may result in civil or criminal liability, and Cllevar in its sole discretion, in addition to any remedy that it may have at law or in equity, may immediately terminate permission for Customer to use the Software, or any portion of the Software, and may charge Customer any applicable rates and cancellation or termination fees. In addition, Cllevar may investigate incidents that are contrary to Exhibit A and provide requested information to third parties who have provided notice to Cllevar stating that they have been harmed by Customer’s failure to abide by Exhibit A or the rest of the Agreement. Cllevar may bring legal action to enjoin violations and/or collect damages caused by any violation of any part of Exhibit A. Any violations or attempted violations of Exhibit A by Customer (or its customers or End-Users, or any third party on behalf of any of the foregoing) will constitute a violation of Exhibit A by Customer and a material breach of the Agreement. Cllevar’s failure to enforce Exhibit A in every instance in which it might have application does not amount to a waiver of Cllevar’s rights.

5.6 Messaging and Unsolicited Content.

Customer hereby acknowledges that, because the provision of the Software may involve the interaction of various communications services, Cllevar cannot guarantee the delivery, accuracy, content, availability or performance of the Software. Similarly, because Cllevar cannot guarantee the content transmitted over the Cllevar, the content may include unsolicited commercial text or email messages (“Unsolicited Content”). Customer hereby provides its express acknowledgement of and consent to the receipt of Unsolicited Content under the TCPA and other applicable consumer protection laws. Further, Customer will, and, as applicable, will require its customers to obtain producible documentation sufficient to demonstrate that it has made a clear and conspicuous disclosure to any recipients of any message that such recipients may receive Unsolicited Content, and that such recipients have unambiguously consented to receive such message as required by the TCPA and other applicable consumer protection laws.

Customer must provide Cllevar with the email addresses and names for Customer’s designated End-Users, and Cllevar will assign unique initial login credentials for such End-Users in order to access the Software. The logins for the End-Users may not be shared and shall only be used by the End-User to whom the login is initially assigned. Customer is solely responsible for maintaining the confidentiality of the accounts and related passwords of Customer’s End-Users and all use of such accounts. Each End-User must be Customer’s employee or consultant and, in each case, under Customer’s control. Customer shall be solely responsible for all use of the Software under Customer’s account, including by Customer’s End-Users. The act or omission of a current or former Representative shall be deemed the same as if performed by Customer.

6. DISCLAIMERS AND LIMITATIONS

6.1 Warranty Disclaimer.

CLLEVAR MAKES NO WARRANTY, (EXPRESS, IMPLIED, OR STATUTORY) ANDHEREBY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, ORCONDITIONS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROMA COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE SOFTWARE ISPROVIDED ON AN “AS-IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. CLLEVARDOES NOT WARRANT THAT THE SOFTWARE, ITS FUNCTIONALITY, OR ITS WORKPRODUCT WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE SOFTWARE, ITSFUNCTIONALITY, OR ITS WORK PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE,ACCURATE, RELIABLE, COMPLETE, CURRENT, OR WITHOUT DELAY. CUSTOMERACKNOWLEDGES THAT, AS A SAAS-BASED SERVICE, THE FUNCTIONALITY ANDINTERFACES OF THE SOFTWARE MAY CHANGE OVER TIME. CUSTOMER EXPRESSLY AGREES THAT CUSTOMER’S USE OF THE SOFTWARE IS AT CUSTOMER’S SOLE RISK.

6.2 Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, CLLEVAR WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, DAMAGE TO PROPERTY, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY. IN NO EVENT WILL CLLEVAR’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CUSTOMER TO CLLEVAR IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

6.3 Waiver and Release.

WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT SHALL CLLEVAR BE LIABLE IN ANY WAY FOR ANY LOSS, INJURY, OR DAMAGE TO PERSON OR PROPERTY, OR ANY CLAIMS OR DEMANDS THEREFOR, ARISING OUT OF OR RELATED TO THE USE OF THE SOFTWARE OR THE RESULTS PRODUCED BY IT. CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ANY RISK OF LOSS, INJURY, DEATH OR DAMAGE ARISING OUT OF OR RELATED TO THE USE OF THE SOFTWARE OR THE RESULTS PRODUCED BY IT. ACCORDINGLY, CUSTOMER, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND ITS AND THEIR OFFICERS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES, HEREBY WAIVES ANY CLAIMS AGAINST AND RELEASES CLLEVAR AND ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND ITS AND THEIR OFFICERS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES FROM ANY AND ALL LIABILITY FOR ANY AND ALL LOSS, INJURY, OR DAMAGE, AND ANY CLAIM OR DEMANDS THEREFOR ON ACCOUNT OF INJURY OR LOSS TO PERSON OR PROPERTY ARISING OUT OF OR RELATED TO THE USE OF THE SOFTWARE OR THE RESULTS PRODUCED BY IT.

6.4 Prohibition of Claim.

CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ANY CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT OR RELATING TO THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

6.5 Indemnification.

Customer will defend, indemnify, and hold harmless Cllevar, and its officers, directors, employees, contractors, representatives, agents, and affiliates, from and against any and all liability, claims, actions and expenses, including attorneys’ fees and costs, arising out of Customer’s use of the Software, breach (or alleged breach) of this Agreement, violation of applicable Law, or Customer’s communications and Customer Data.

6.6 Application.

THIS SECTION 6 SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT AND THE PROVISION OF SOFTWARE HEREUNDER.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1 Governing Law.

This Agreement will be governed by and construed under the laws of the State of Delaware, without reference to principles of conflict of laws. Any dispute arising between the Parties will be settled in an action commenced and maintained in any state or federal court in or for New Castle County, Delaware. The Parties irrevocably consent and submit to the exclusive personal jurisdiction of such courts if there is any dispute between them and agree not to challenge or assert any defense to the jurisdiction of such courts.

7.2 Equitable Remedies.

Customer acknowledges that the rights granted and obligations made hereunder to Cllevar are of a unique and irreplaceable nature, the loss of which will irreparably harm Cllevar and which cannot be replaced by monetary damages alone. Therefore, Cllevar will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or threatened breach of this Agreement by Customer. Except as expressly provided in this Agreement, Customer irrevocably waives all rights to seek injunctive or other equitable relief and agrees to limit Customer’s claims to claims for monetary damages (if any).

7.3 Disputes.

7.3.1 To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (each, a “Dispute”), Customer and Cllevar agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. Customer will send its notice in accordance with Section 8.

7.3.2 If Customer and Cllevar are unable to resolve a Dispute through informal negotiations within thirty (30) days, either Customer or Cllevar may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one Party will be final and binding on the other. CUSTOMER UNDERSTANDS THAT ABSENT THIS PROVISION, SUCH CUSTOMER WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the “ Rules ”) of JAMS, which is available at http://www.jamsadr.com. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Customer’s arbitration fees and its share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. To the extent consistent with the Rules, either Party may elect to conduct the arbitration online by video conference upon prior written notice to the other Party. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a Party. The arbitrator must follow applicable Law, and any award may be challenged if the arbitrator fails to do so.

7.3.3 Notwithstanding the above, Customer and Cllevar each agree that arbitration will be limited to the Dispute between Cllevar and the Customer individually. To the full extent permitted by Law: (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

7.3.4 Customer and Cllevar agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of Customer’s or of Cllevar’s intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

8. GENERAL TERMS

Cllevar shall have the right to identify Customer as a Cllevar customer for purposes of promotion and marketing of the Software, subject to Customer’s prior approval which shall not be unreasonably withheld, delayed or conditioned (and will be deemed given if no contrary indication is received from Customer within one (1) week from the date of written request for approval). This Agreement does not create any agency, partnership, franchise, joint venture, or any other such relationship between the Parties. Neither Party is granted any express or implied right or authority to assume or create any obligation on behalf of or in the name of the other Party or to bind the other Party in any matter whatsoever. If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision will be automatically reformed and construed so as to be valid, legal, operative, and enforceable to the maximum extent permitted by applicable Law while preserving its original intent. The invalidity, illegality, or unenforceability of any part of this Agreement will not render invalid the remainder of this Agreement. Sections 1.3, 1.5, 2, 3, 4, 5.2, 5.3, 6, 7, and 8 shall survive and continue to bind the Parties after execution and delivery of this Agreement and its expiration or early termination to the extent and for as long as may be necessary to give effect to the rights, duties, and obligations of the Parties pursuant to this Agreement. Failure by a Party to insist upon strict performance of any provision herein by the other Party will not be deemed a waiver by the first Party of its rights or remedies or a waiver by it of any subsequent default by the other Party, and no waiver will be effective unless it is in writing and duly executed by the Party entitled to enforce the provision being waived. Except for Section 7.3, which can only be amended by mutual written consent of both Parties, Cllevar reserves the right, at Cllevar’s discretion, to change, modify, add, or remove portions of this Agreement at any time.

Please check this Agreement periodically for changes. Customer’s continued use of the Software after the posting of changes to this Agreement constitutes Customer’s binding acceptance of such changes. Cllevar will make commercially reasonable efforts to notify Customer if Cllevar materially changes this Agreement. Cllevar may provide Customer with notices hereunder, including those regarding changes to this Agreement, by email, regular mail, or postings through the Software. Notice will be deemed given twenty-four hours after email is sent, unless Cllevar is notified that the email address is invalid. Notice posted through the Software is deemed given 24 hours following the initial posting. Notice to Cllevar under this Agreement shall be provided by Customer in writing by mail to the following address: 1775 Tysons Blvd., 5th Floor, Tysons, VA 22101. In the case of notice posted by mail, notice will be deemed given three days after the date of mailing. Except with regard to payments due to Cllevar, neither Party will be liable for any delays or failures in performance due to circumstances beyond its reasonable control, including for example (but not limitation) natural disasters, such as floods, earthquakes, or severe weather events, epidemics, pandemics, quarantines, and/or other health emergencies, war, hostilities, terrorist acts, civil unrest, acts of government or the public enemy, organized labor activities, such as strikes or work slow-downs, or shortages of power, supplies, infrastructure, or transportation. Cllevar may assign this Agreement to any person at any time without any notice to Customer. Customer may not assign this Agreement without Cllevar’s prior written consent. Any sale of all or substantially all of a Party’s assets, business, or a majority of such Party’s voting securities or any merger or other change of control with respect to such Party shall be deemed an assignment for purposes of this Agreement. In this Agreement, unless a clear contrary intention appears: (i) where not inconsistent with the context, words used in the present tense include the future tense and vice versa and words in the plural number include the singular number and vice versa; (ii) reference to any person includes such person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement; (iii) reference to any gender includes each other gender; (iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and includes all addenda, exhibits and schedules thereto; (v) the titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement; (vi) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or Subsection of this Agreement; (vii) “including” (and with correlative meaning, “include”) means including without limiting the generality of any description preceding such term and (viii) any reference to “dollars” means United States Dollars. Except as amended after the date hereof pursuant to this Section 8, this Agreement (including any documents or webpages linked to in this Agreement and any Exhibits referenced herein) constitutes the entire Agreement between the Parties and supersedes all prior and contemporaneous undertakings and agreements between the Parties, whether written or oral, with respect to the Software.

Exhibit A – Acceptable Use Policy

This Acceptable Use Policy (“AUP” or “Policy”) describes actions by Users that are mandated or prohibited by Cllevar. “Users” means Customer and its customers and/or End-Users.

The Software may be used only for lawful, proper and appropriate purposes. Users must use the Software only in a manner that, in Cllevar’s sole discretion, is consistent with the purposes of such Software. Users will not engage in any legal or illegal activity that either (i) harms Cllevar, the network operated by Cllevar, the Software and/or any user, or (ii) interferes with the network operated by Cllevar and/or the provision or use of the Software by Cllevar or any user. The Software may not be used for illegal, improper, and/or inappropriate purposes.

Illegal purposes include, but are not limited to:

using the Software in connection with the violation of or to violate any AUP Applicable Laws (as defined below); or
engaging in threatening, abusive, harassing, defamatory, libelous, malicious, deceptive or fraudulent behavior.

As used herein, “AUP Applicable Laws” includes applicable international, federal, state, or local law, code(s) of practice, rule(s) or regulation(s), including, without limitation, as pertaining to infringement of copyright or trademark, misappropriation of trade secrets, wire fraud, telemarketing or other inappropriate selling, data privacy (including, without limitation, the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016), call recording (including, without limitation, the Electronic Communications Privacy Act of 1986, any state or federal laws pertaining to consent, including single party or multiparty consent laws, rules and regulations), or obscenity, as well as anti-spam and other laws and regulations regarding unsolicited advertising, marketing or other similar activities (including, without limitation, the CAN SPAM Act of 2003, the Telephone Consumer Protection Act and the Do-Not-Call Implementation Act), import/export laws, limitations and regulations (including, without limitation, as relating to any U.S. or European Union embargoed country the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List or any other list under applicable export control laws and regulations or European Commission restrictive measures, or any similar law having jurisdiction over User), NPAC’s (Number Portability Administration Center’s) acceptable use of data policy, all applicable anti-bribery laws and regulations (including without limitation, the U.S. Foreign Corrupt Practices Act).

Improper and/or inappropriate uses include, but are not limited to:

using the Software in a manner that causes injury to person or property;
using the Software in any manner that violates industry standards or any third-party policies (including, without limitation, all of the applicable guidelines published by the CTIA (Cellular Telecommunications Industry Association), the Mobile Marketing Association, NENA (National Emergency Number Association), or any other applicable accepted industry associations, carrier guidelines or other similar or analogous industry standards, third party policies or requirements in any jurisdiction);
posting multiple messages similar in content to Usenet or other newsgroups, listservs, forums, e-mail mailing lists or other similar groups or lists; calling, messaging, storing, posting or transmitting harassing, threatening or abusive materials, e-mail or information;
posting or transmitting any information or software that contains a virus worm, cancelbot or other harmful component; reverse-engineering any of the Software or any portion thereof; launching or facilitating, whether intentionally or unintentionally, a denial of service attached on any of the Software or engaging in any other conduct that adversely impacts the availability, reliability or stability of the Software;
without permission from the owner of a system or network, doing any of the following:

(a) accessing the system or network, (b) monitoring data or traffic, (c) probing, scanning, and/or testing firewalls, (d) testing the vulnerability of a system or network or (e) breaching or bypassing any security or authentication routines of a system or network;

conducting or forwarding surveys, contests, pyramid schemes, charity requests or chain letters;
relaying e-mail in an anonymous fashion or forging any TCP-IP packet header;
mailbombing, flooding, overloading, attacking or otherwise interfering with a system or network;
sending unsolicited calls, messaging, e-mailings (including, without limitation, commercial advertising and informational announcements) if such unsolicited activities could reasonably be expected to or do in fact provoke complaints;
sending 10DLC traffic which is designated or could reasonably be expected to be designated as spam;
using Cllevar numbering resources (numbers in Customer’s Mission Control portal account or provided by Cllevar to Customer) as the Calling Line Identification (CLI) in any manner which Cllevar, in its sole discretion, constitutes as fraud, deceptive or spam and regardless of whether such usage take place on Cllevar’s network or other networks (e.g., spoofing a Cllevar CLI);
operating a server in connection with the Software in an “open relay” configuration (a configuration whereby a mail server processes email messages where neither the sender nor the recipient is a local user);
low answer seizure rate (ASR) as determined by Cllevar;
falsifying user or other identifying information provided to Cllevar or to other users of the Software;
use of any Software in violation or any trademark, copyright, or any other intellectual property protection law or provision, or acceptable use policy of any third-party provider;
use of any Software for the purposes of engaging in an activity in connection or conjunction with any pornographic and/or adult entertainment industry purpose, regardless of whether such activity is lawfully permitted; auto-dialing or predictive-dialing (sometimes referred to as “robo-dialing”);
continuous or extensive chat line or conference call participation, use of free conference calling or similar Software that Cllevar in its sole discretion deems to participate in traffic stimulation practices or schemes that result in excessive charges;
use of an open telephone line as a monitoring, intercom or similar service;
repetitive and/or continuous messaging or calling to the same destination or number if such activity could reasonably be expected to or in fact does provoke complaints;
long duration calls (defined as calls to the same number in excess of four continuous or cumulative hours within a 24-hour period) and/or calls placed to specific numbers / destinations for the purpose of generating charges or fees for or with a third party;
use of call Software in excess of certain call per second (CPS) thresholds set forth by Cllevar in its sole discretion;
use of call Software in a manner which does not consist of uninterrupted live human voice dialog by and between natural human beings;
restricting or inhibiting any other user or any other person from using and enjoying the Software and/or the Internet; or engaging in any of the foregoing activities by using the services of another provider or third party and channeling such activities through an account provided by Cllevar, or otherwise involving the Software or any Cllevar account in any way with or without another provider or third party for the purpose of facilitating the foregoing activities; or
with respect to any unlimited calling package, in addition to any other of the prohibited uses, auto-dialing, continuous or extensive call forwarding, continuous connectivity, fax broadcast/blasting, telemarketing, predictive dialing, or any other use or activity that is inconsistent with normal small to medium sized business usage.

Without limitation of and notwithstanding any statement to the contrary in this Exhibit A or this Agreement, Customer shall provide any notice and obtain any consent from individuals required by AUP Applicable Laws to enable Cllevar to place calls, send emails and/or text messages on Customer’s behalf. Cllevar reserves the right to enforce, waive, or remedy any AUP violation in its absolute and sole discretion.

IN NO EVENT WILL CLLEVAR BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES FOR ACTIONS TAKEN OR NOT TAKEN PURSUANT TO THIS POLICY, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR DATA, OR OTHERWISE, EVEN IF CLLEVAR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY IN FAVOR OF CLLEVAR IS IN ADDITION TO ANY LIMITATIONS SET FORTH IN ANY AGREEMENT BETWEEN CLLEVAR AND ANY APPLICABLE USER AND WILL APPLY WHETHER THE ACTION IN WHICH RECOVERY IS SOUGHT IS BASED IN CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), OR ANY AUP APPLICABLE LAWS.