Terms of Service

1.1. Agreement to Terms. These Terms of Service ("Terms") constitute a legally binding agreement between Voxtell AI, Inc. ("Voxtell AI," "we," "us," or "our") and you ("User," "you," or "your") governing your access to and use of our AI-powered voice agent platform and related services (collectively, the "Services"). 1.2. Acceptance. By creating an account, accessing the Services, or clicking "I Accept," you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. 1.3. User Qualifications. You represent that you are at least 18 years old and have the legal capacity to enter into this Agreement. If you are accepting these Terms on behalf of a company or legal entity, you represent that you have authority to bind that entity. 1.4. Modification of Terms. We may modify these Terms as provided in Section 22. Continued use of the Services after changes constitutes acceptance of modified Terms.

2.1. Key Terms. The following terms have the meanings set forth below: "Agent" means an AI-powered voice agent deployed through the Services to handle voice interactions. "Authorized Users" means User's employees, contractors, or team members authorized by User to access the Services on User's behalf. "Confidential Information" has the meaning set forth in Section 17. "Direct Use" means use of the Services by User for its own business operations. "End Customer" means User's customer who uses the Services through a Reselling or White Label arrangement. "Input" means any data, content, or materials provided by User or End Customers, including but not limited to prompts, intents, call recordings, phone numbers, contact information, and other content transmitted through the Services. "Output" means any data, content, or materials generated by the Services, including but not limited to AI-generated responses, call transcripts, analytics, and reports. "Personal Information" means information that identifies or could reasonably be used to identify a natural person. "Reselling" means User's resale of the Services to End Customers under the Voxtell AI brand. "Subscription Plan" means the specific service tier, features, usage limits, and pricing selected by User and confirmed in the order confirmation email. "Third-Party Application" means third-party services integrated with the Platform, including transcription services, large language models, and voice generation providers. "Usage Limits" means the monthly usage allowances specified in the Subscription Plan, which do not roll over between billing periods. "White Label" means User's resale of the Services under User's own branding and customized appearance.

3.1. Platform Overview. Voxtell AI provides a software-as-a-service (SaaS) platform that enables Users to deploy AI-powered voice agents that can interact with customers and stakeholders to provide realistic, conversational responses. 3.2. Delivery Method. The Services are hosted and operated by Voxtell AI in a managed cloud environment and accessed via https://voxtell.ai (the "Website"). 3.3. Service Types. User may subscribe to one or more of the following service configurations: • Direct Use: Services provided for User's own business operations • Reselling: Services provided for resale to End Customers under the Voxtell AI brand • White Label: Services provided for resale to End Customers under User's own branding 3.4. Third-Party Integrations. The Services integrate with Third-Party Applications to provide transcription, natural language processing, and voice generation capabilities. When you use the Services, we share Input with these providers subject to their respective terms and conditions. We make no representations or warranties on behalf of any Third-Party Application provider and are not an agent of any such provider.

4.1. Account Creation. To access the Services, you must create an account by providing a valid email address and creating a password. You agree to provide accurate, current, and complete information during registration. 4.2. Account Security. You are responsible for: • Maintaining the confidentiality of your account credentials • All activities that occur under your account • Immediately notifying us of any unauthorized access at support@voxtell.ai 4.3. Authorized Users. You may create accounts for Authorized Users as specified in your Subscription Plan. You are responsible for all actions taken by Authorized Users.

5.1. Subscription Process. To subscribe: • Select a Subscription Plan • Provide billing address and payment information • Review the order summary showing subscription type, Usage Limits, fees, and billing cycle • Submit your order 5.2. Order Confirmation. We will send an email confirmation containing your Subscription Plan details. The agreement is formed when you receive our acceptance email. 5.3. Subscription Plans. Subscription Plans specify: • Service type (Direct Use, Reselling, or White Label) • Usage Limits (calls per month, minutes, features) • Subscription fees and billing cycle • Any additional terms or restrictions 5.4. Usage Limits. Your subscription includes monthly Usage Limits that reset each billing period and do not roll over. Exceeding Usage Limits will result in additional charges as specified in your Subscription Plan.

6.1. Grant of License. Subject to your compliance with these Terms and payment of applicable fees, Voxtell AI grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for the purposes and to the extent specified in your Subscription Plan. 6.2. License Scope by Subscription Type: • (a) Direct Use: Right to use the Services for your own business operations • (b) Reselling: Right to resell access to the Services to End Customers under the Voxtell AI brand, subject to Section 7 • (c) White Label: Right to resell access to the Services under your own branding, subject to Section 8 6.3. Reservation of Rights. Voxtell AI retains all rights, title, and interest in the Services, including all intellectual property rights. This license does not convey any ownership interest to you. All rights not expressly granted are reserved by Voxtell AI. 6.4. No Ownership. You acknowledge that you are only being granted a right to use the Services and that nothing is being sold to you.

7.1. Applicability. This Section 7 applies if your Subscription Plan includes Reselling. 7.2. End Customer Agreements. You must enter into written agreements with End Customers that: • Impose substantially similar obligations as those in these Terms • Include restrictions on use, intellectual property protection, and compliance requirements • Clarify that End Customers have no direct relationship with Voxtell AI 7.3. End Customer Accounts. We will enable you to create sub-accounts for End Customers. All usage by End Customers counts toward your Usage Limits, and you are responsible for all associated fees. 7.4. Reseller Responsibilities. You shall: • Use commercially reasonable efforts to promote and market the Services • Avoid deceptive, misleading, or unethical practices • Make no false or misleading representations about Voxtell AI or the Services • Promptly inform us of problems encountered with the Services • Communicate End Customer feedback regarding improvements or modifications 7.5. End Customer Violations. You shall be liable for End Customer violations of these Terms if: • You had actual knowledge of the violation and failed to take corrective action within 48 hours, OR • You willfully ignored clear indicators of likely violations Your liability for End Customer violations is subject to the general liability limitations in Section 20, except that Section 10 (Telecommunications Compliance) violations have no liability cap due to the nature of regulatory penalties. 7.6. Pricing Freedom. You are free to set your own prices for End Customers with no restrictions from Voxtell AI. 7.7. No Exclusivity. We do not grant you exclusive rights to any territory or market. We may engage other resellers, sell directly to customers, and compete with you. 7.8. Support. You provide first-tier support to End Customers. We provide escalated support to you (not directly to End Customers) as specified in your Subscription Plan. 7.9. Brand Requirements. You must resell the Services under the "Voxtell AI" brand name. Use of Voxtell AI trademarks and logos requires our prior written consent for each specific use, except as necessary for reselling activities under this Section. 7.10. Sole Responsibility. You are solely responsible for all representations and warranties you make to End Customers regarding the Services.

8.1. Applicability. This Section 8 applies if your Subscription Plan includes White Label. All provisions of Section 7 (Reselling) apply except as modified below. 8.2. White Label Rights. You may customize the following elements as specified in your Subscription Plan: • Branding (logo, colors, company name) • Custom domain (e.g., app.yourcompany.com) • Email templates sent from your domain 8.3. Restrictions. You may not: • Modify underlying functionality, code, or technical features • Reverse engineer or extract source code • Imply Voxtell AI endorsement without written approval • Use Voxtell AI branding except as required in legal notices or disclosures 8.4. Quality Standards. We reserve the right to review your branding and marketing materials. If materials violate applicable laws or could reasonably harm Voxtell AI's reputation, we may require changes. 8.5. No Voxtell AI Attribution. Under White Label arrangements, you are not required to display Voxtell AI branding to End Customers, except as required by law.

9.1. Input. "Input" includes all data provided by you or End Customers, including call recordings, contact information, prompts, configuration settings, and any other content transmitted through the Services. 9.2. Output. "Output" includes all data generated by the Services, including AI responses, call transcripts, analytics, reports, and other generated content. 9.3. Your Responsibilities. You are solely responsible for: • The accuracy, quality, and legality of all Input • Obtaining necessary rights, licenses, and consents for all Input • Verifying Output before use • Ensuring Input and Output comply with all applicable laws • The suitability of Output for your intended purposes 9.4. License to Process Input. You grant Voxtell AI a non-exclusive, non-transferable license to use, reproduce, process, and transmit Input solely to the extent necessary to provide the Services, including transmission to Third-Party Applications. 9.5. Training and Improvement - NO AI TRAINING ON YOUR DATA. Voxtell AI does NOT use your Input or Output to train AI models or improve Services for other customers. We may use aggregated, anonymized usage statistics and technical metrics (such as call volume, error rates, and feature usage) that cannot identify you or your customers. 9.6. Ownership. You retain all ownership rights in your Input and Output. We claim no ownership interest in your data. 9.7. Data Retention and Deletion. (a) Active Subscriptions: We retain Input according to the retention schedule in your Subscription Plan. (b) Upon Termination: You have 30 days after termination to export all Input and Output through your account dashboard. After 30 days, we will delete all data except as required by law or for backup purposes (retained for an additional 30 days for disaster recovery only). (c) Immediate Deletion: We may immediately delete Input that: • Violates Section 11 (Prohibited Use) • Is subject to legal process requiring deletion • Poses security risks We will provide 48 hours' notice before deletion except where immediate action is required by law or to prevent imminent harm. 9.8. No Obligation to Monitor. We have no obligation to monitor, review, or maintain Input or Output, but reserve the right to do so for security, compliance, or support purposes. 9.9. Output Disclaimer. Output generated by Third-Party Applications depends significantly on Input quality. We do not guarantee Output accuracy, correctness, or suitability for any purpose. You must verify all Output before use.

CRITICAL NOTICE: Voice AI calling is subject to strict federal and state regulations. Violations carry severe penalties and potential criminal liability. You are solely responsible for compliance. 10.1. TCPA Compliance. You must comply with the Telephone Consumer Protection Act (47 U.S.C. § 227) including: (a) Do-Not-Call Compliance: • Check numbers against National Do Not Call Registry before calling • Maintain internal do-not-call list • Update DNC lists at least every 31 days • Respect established business relationship exemptions and time limits 10.2. Call Recording Consent. You are solely responsible for complying with federal and state call recording laws. 10.3. State Telemarketing Laws. You must comply with all applicable state laws including but not limited to: • California Telephone Solicitation Law • Florida Telemarketing Act • Texas Telemarketing Disclosure and Privacy Act • State-specific DNC registries and restrictions 10.4. Prohibited Uses. You shall not use the Services to: • Make calls using artificial or prerecorded voices without proper consent • Make calls to numbers on do-not-call lists • Make harassing, threatening, or fraudulent calls • Spoof caller ID information • Make unsolicited calls to emergency lines, hospitals, or health care facilities • Call wrong or reassigned numbers after notification 10.5. Indemnification. You shall indemnify and defend Voxtell AI against all claims, damages, penalties, and costs arising from your violations of telecommunications laws, including TCPA class actions and regulatory penalties. This indemnification has no cap due to the nature of regulatory penalties. 10.6. No Legal Advice. Voxtell AI provides technology only and does not provide legal advice regarding telecommunications compliance. You should consult legal counsel to ensure compliance with all applicable laws. 10.7. Compliance Resources. We may provide educational resources and compliance guidelines, but you remain solely responsible for your compliance.

11.1. General Restrictions. You shall not, and shall ensure Authorized Users and End Customers do not: (a) Make the Services available to unauthorized third parties (b) Use the Services in any way that violates applicable laws or regulations (c) Store or transmit infringing, libelous, defamatory, or otherwise unlawful content (d) Store or transmit material that violates third-party privacy or intellectual property rights (e) Use the Services to scam, defraud, or deceive any person or entity (f) Store or transmit malicious code, viruses, worms, time bombs, or Trojan horses (g) Interfere with or disrupt the integrity or performance of the Services (h) Attempt to gain unauthorized access to the Services or related systems (i) Circumvent Usage Limits or access controls (j) Reverse engineer, decompile, disassemble, or otherwise attempt to extract source code (k) Use automated means (robots, spiders, scrapers) to access the Services except as authorized (l) Frame or mirror any part of the Services except for internal business use 11.2. Voice AI-Specific Prohibitions. You shall not use the Services for: (a) Illegal Activities: • Threatening, harassing, or abusive calls • Impersonating government officials, law enforcement, or emergency services • Fraud, scams, or deceptive practices • Debt collection without FDCPA compliance (b) Technical Abuse: • Excessive call volume designed to disrupt service • Testing or probing security measures • Interfering with other users' access (c) Mass Unsolicited Calling: • Robocalls without legal authorization • Calls to numbers without proper consent or business relationship • Failure to honor opt-out requests 11.3. HIPAA and PCI Compliance. You shall not use the Services to process, transmit, or store: (a) Protected Health Information (PHI) under HIPAA unless you have enabled HIPAA-compliance for your account and executed a Business Associate Agreement with us (b) Payment Card Information (PCI Data) under PCI-DSS unless you have confirmed compliance Failure to ensure compliance constitutes a material breach. You acknowledge we are not responsible for your failure to comply with HIPAA or PCI requirements. 11.4. Consequences of Violation. If you violate this Section 11: (a) We may immediately suspend your account or specific Agents after providing notice (except where immediate action is required) (b) We may terminate this Agreement without notice for material violations (c) You remain liable for all fees through termination (d) We may report violations to law enforcement if required by law (e) No refunds will be provided 11.5. Enforcement. We determine in our sole discretion whether use violates this Section 11, but have no obligation to monitor use.

12.1. Subscription Fees. You shall pay the Subscription Fees specified in your Subscription Plan confirmation email. 12.2. Payment Methods. We accept credit cards and other payment methods as displayed during checkout. Third-party payment processor terms apply to their respective payment methods. 12.3. Billing Cycles. Fees are billed according to the cycle selected in your Subscription Plan (monthly or annually). Switching from annual to monthly billing requires our approval. 12.4. Payment Due Date. Payment is due on the billing date specified in your Subscription Plan. We will email an invoice on each billing date. 12.5. Late Payment. If payment is more than five (5) days overdue: • We may suspend the Services until payment is received • Late fees of 1.5% per month (or the maximum permitted by law) may apply • If payment remains outstanding 30 days after notice, we may terminate this Agreement under Section 21.4 12.6. Overage Charges. Exceeding Usage Limits results in additional charges as specified in your Subscription Plan. Overage charges are billed in the following billing cycle. 12.7. Fees Regardless of Use. Subscription Fees are due regardless of whether you actually use the Services during the billing period. 12.8. Taxes. All fees are exclusive of taxes. You are responsible for all sales, use, value-added, and similar taxes except those based on our income. If we are required to collect or pay taxes for which you are responsible, we will invoice you and you shall pay unless you provide a valid tax exemption certificate. 12.9. Price Increases. We may increase Subscription Fees with 60 days' prior written notice: (a) Maximum Increase: Annual increases are limited to the lesser of 15% or CPI + 5% (b) Your Rights: You may object to price increases within 30 days of notice. If you object, this Agreement terminates at the end of your current term with no early termination penalty. (c) First-Year Lock: Users on annual or multi-year plans have pricing locked for the initial term. 12.10. Payment Information. You are responsible for maintaining current payment information. If charges fail, you must provide alternative payment information within 5 business days of notice.

13.1. Trial Period. If your Subscription Plan includes a free trial (as specified during signup), the Services are provided free of charge for the trial duration. 13.2. Trial to Paid Conversion. (a) Advance Notice: At least seven (7) days before your trial ends, we will email you: • The trial end date • The Subscription Fees that will be charged • Instructions for canceling before charges apply (b) Automatic Conversion: Your trial automatically converts to a paid subscription at the end of the trial period unless you cancel. (c) Authorization to Charge: By providing payment information during trial signup, you authorize us to charge your payment method when the trial ends. (d) Refund for Improper Notice: If we fail to provide proper notice under (a), you may request a full refund within 3 days of being charged. 13.3. Upgrades. You may upgrade your Subscription Plan at any time by providing notice through your account dashboard or emailing support@voxtell.ai. Upgrades take effect immediately, and adjusted fees are prorated. 13.4. Downgrades. Downgrades take effect at the start of your next billing cycle. You will continue to have access to current plan features until then. 13.5. Refunds. Subscription Fees are non-refundable except: • As specified in Section 13.2(d) for improper trial conversion notice • If we terminate without cause (prorated refund of prepaid fees) • If you terminate for our material breach (prorated refund of prepaid fees) • As required by applicable law

14.1. Limited Warranty. During the term, we warrant that the Services will substantially conform to the functionality described in the Subscription Plan documentation. 14.2. Warranty Remedy. For warranty breaches, your exclusive remedy is our use of commercially reasonable efforts to correct the non-conformity or, if we cannot correct it within 30 days, you may terminate and receive a prorated refund of prepaid fees. 14.3. WARRANTY DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 14.1: (a) THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" (b) WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING: • IMPLIED WARRANTIES OF MERCHANTABILITY • FITNESS FOR A PARTICULAR PURPOSE • NON-INFRINGEMENT • TITLE • QUIET ENJOYMENT (c) WE DO NOT WARRANT THAT: • THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE • DEFECTS WILL BE CORRECTED • THE SERVICES ARE FREE OF VIRUSES OR HARMFUL COMPONENTS • RESULTS FROM USE WILL BE ACCURATE OR RELIABLE (d) WE DISCLAIM ALL LIABILITY FOR THIRD-PARTY APPLICATIONS (e) NO ADVICE OR INFORMATION FROM US CREATES WARRANTIES BEYOND THOSE EXPRESSLY STATED 14.6. Updates and Changes. We may update, modify, or discontinue Services features to: • Improve functionality or security • Comply with legal or regulatory requirements • Adapt to technical developments • Add new capabilities We will use commercially reasonable efforts to provide advance notice of material changes.

15.1. Third-Party Services. The Services integrate with Third-Party Applications for transcription, language processing, and voice generation. When you use these features, we transmit Input to third-party providers.

16.1. Voxtell AI IP. We retain all right, title, and interest in and to: • The Services and Platform • All software, algorithms, and technology underlying the Services • Our trademarks, logos, and brand elements • Documentation and training materials • All improvements, modifications, and derivative works • All intellectual property rights related to the foregoing 16.2. User IP. You retain all ownership rights in your Input and Output. We claim no ownership interest in your data. 16.3. Third-Party IP. Third-Party Application providers retain all rights to their respective technologies and intellectual property. 16.4. Feedback. If you provide suggestions, ideas, or feedback about the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate Feedback into the Services without any obligation to you. 16.5. Usage Data. We may collect and use aggregated, anonymized usage statistics and technical metrics (such as call volume, error rates, feature usage, and performance data) that cannot identify you or your customers to improve the Services and for business purposes.

17.1. Definition. "Confidential Information" means information disclosed by one party to the other that is: • Marked as confidential, or • Would reasonably be considered confidential given its nature or circumstances of disclosure 17.2. Obligations. Each party shall: • Keep Confidential Information confidential • Use it only for purposes of this Agreement • Protect it with at least the same care as its own confidential information (but no less than reasonable care) • Not disclose it to third parties except as permitted by this Agreement 17.3. Permitted Disclosures. A party may disclose Confidential Information to: • Employees and contractors with a need to know (who are bound by confidentiality obligations) • Professional advisors (attorneys, accountants) • As required by law or court order (with notice to the disclosing party if legally permitted) 17.4. Exclusions. Confidentiality obligations do not apply to information that: • Was publicly available when disclosed or becomes publicly available through no breach • Was rightfully known to the receiving party before disclosure • Is independently developed by the receiving party without use of Confidential Information • Is rightfully received from a third party without confidentiality restrictions 17.5. Data as Confidential. Your Input and Output are your Confidential Information. 17.6. Return or Destruction. Upon termination, each party shall destroy or return all Confidential Information of the other party, except as required for legal or regulatory compliance. 17.7. Protection of Customer Information in Multi-Tenant Environment. (a) No Cross-Customer Access: Voxtell AI maintains strict data segregation between all Users. No User, including white-label partners, resellers, or any other customer, has access to: • Another User's customer lists, contact information, or End Customer data • Another User's usage data, call volumes, or analytics (b) Information Barriers: Voxtell AI implements technical and organizational measures to prevent unauthorized access to User data, including: • Role-based access controls limiting employee access to customer data • Audit logging of all data access (c) Exception for Aggregated Data: This Section 17.7 does not restrict Voxtell AI's use of aggregated, anonymized data as permitted under Section 16.5, provided such data cannot identify any specific User or End Customer.

18.1. Privacy Policy. Our collection and use of Personal Information is governed by our Privacy Policy at https://voxtell.ai/privacy, which is incorporated by reference. 18.2. Data Processing Relationship. (a) Direct Use: You are the data controller; we are the data processor (b) Reselling/White Label: You determine the data processing relationship with End Customers; we are your data processor 18.5. Your Responsibilities. You shall: • Provide required privacy notices to individuals • Obtain necessary consents for data collection and processing • Have a lawful basis for processing Personal Information • Honor individual rights requests (access, deletion, opt-out) • Comply with applicable privacy laws 18.6. Personal Information Categories. Input may include: • Voice recordings • Names, phone numbers, email addresses • Call metadata and interaction history • Other categories as applicable 18.7. Security Breach Notification. If we discover unauthorized access to your data, we will notify you within 72 hours and cooperate with your breach response obligations. 18.8. International Data Transfers. The Services are hosted in the United States. By using the Services, you consent to the transfer and processing of data in the United States.

19.1. Your Indemnification. You shall indemnify, defend, and hold harmless Voxtell AI, its affiliates, and their respective officers, directors, employees, and agents from and against all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Your breach of these Terms (b) Your violation of Section 10 (Telecommunications Compliance) (c) Claims that your Input infringes third-party intellectual property rights (d) Your violation of applicable laws or regulations (e) End Customer claims arising from your relationship with End Customers 19.2. Our Indemnification. We shall indemnify, defend, and hold harmless you from and against all third-party claims that the Services, when used as authorized under this Agreement, infringe any United States patent, copyright, or trademark. 19.3. Exclusions from Our Indemnification. We have no indemnification obligation for claims arising from: • Your Input or Output • Modifications to the Services not made by us • Use of the Services in combination with non-Voxtell AI products • Use after we notify you to stop due to infringement • Your breach of these Terms 19.4. Remedies for Infringement. If the Services become subject to an infringement claim, we may at our option: • Obtain the right for you to continue using the Services • Replace or modify the Services to be non-infringing • If the above are not commercially reasonable, terminate this Agreement and refund prorated prepaid fees This Section 19.4 states your exclusive remedy for infringement claims. 19.5. Indemnification Procedures. The indemnified party must: • Promptly notify the indemnifying party in writing of the claim • Give the indemnifying party sole control of the defense and settlement (except settlements imposing obligations on the indemnified party require their consent) • Reasonably cooperate in the defense at the indemnifying party's expense Failure to provide prompt notice does not relieve the indemnifying party except to the extent materially prejudiced.

20.1. EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING: • Lost profits or revenue • Lost business opportunities • Lost data • Cost of substitute services • Loss of goodwill This exclusion applies regardless of the legal theory (contract, tort, strict liability, or otherwise) and even if advised of the possibility of such damages. 20.2. GENERAL LIABILITY CAP. Neither party's total liability under this Agreement shall exceed the greater of: (a) The amount you paid us in the 12 months before the claim arose, or (b) $1,000 20.3. EXCEPTIONS. The limitations in this Section 20 do not apply to: • Your violations of Section 10 (Telecommunications Compliance) • Either party's breach of Section 17 (Confidentiality) • Fraud or willful misconduct • Death or bodily injury • Liabilities that cannot be limited under applicable law 20.4. Basis of Bargain. You acknowledge that the fees reflect the allocation of risk in this Agreement and that we would not enter into this Agreement without these limitations. 20.5. Multiple Claims. Multiple claims shall not enlarge the liability cap in Section 20.2. The cap applies to all claims in aggregate. 20.6. Essential Purpose. If any remedy fails of its essential purpose, these liability limitations shall nevertheless apply.

21.1. Initial Term. This Agreement begins on the date you accept these Terms and continues for the initial term specified in your Subscription Plan (the "Initial Term"). 21.2. Renewal. Unless terminated, this Agreement automatically renews for successive renewal periods equal in length to the Initial Term (each a "Renewal Term"), unless either party provides written notice of non-renewal at least 90 days before the end of the then-current term. 21.3. Termination for Cause. Either party may terminate this Agreement for cause: (a) If the other party materially breaches these Terms and fails to cure within 30 days after receiving written notice, OR (b) If the other party becomes subject to bankruptcy, insolvency, receivership, or liquidation proceedings 21.4. Immediate Termination by Voxtell AI. We may terminate immediately without notice if you: • Breach Section 10 (Telecommunications Compliance) • Breach Section 11 (Prohibited Use) • Breach Section 18 (Data Protection) in a manner that creates regulatory risk • Fail to pay fees and do not cure within 30 days of notice 21.5. Termination by User. You may terminate: • For convenience with 90 days' written notice (no refund of prepaid fees) • For cause as specified in Section 21.3 • Due to price increase as specified in Section 12.9 • During trial period as specified in Section 13.2 21.6. Effects of Termination. (a) Immediate Obligations: • You must immediately cease all use of the Services • All outstanding fees become immediately due • We will deactivate all Authorized User and End Customer accounts (b) Data Export and Deletion: • You have 30 days after termination to export all Input and Output through your account dashboard • After 30 days, we will delete all data as specified in Section 9.7 • Call recordings deleted according to retention schedule (c) Refunds: • Prepaid Subscription Fees are non-refundable except: - If we terminate without cause: prorated refund of prepaid fees - If you terminate for our material breach: prorated refund of prepaid fees • No refund for usage-based charges, overage fees, or setup fees (d) Reseller/White Label Transition: • You have 30 days to notify End Customers of termination • You must facilitate End Customer transitions or cessation of service • You are responsible for End Customer refunds and disputes • We will not solicit your End Customers for 12 months after termination unless you materially breached this Agreement 21.7. Survival. The following Sections survive termination: 9 (Data Rights - limited to obligations), 16 (IP), 17 (Confidentiality), 18 (Privacy - limited to obligations), 19 (Indemnification), 20 (Liability Limitations), 21.6 (Effects of Termination), and 24 (Dispute Resolution).

22.1. Right to Modify. We may modify these Terms to: • Comply with legal or regulatory requirements • Enhance security • Add new features or functionality • Adapt to technical developments • Clarify existing provisions 22.2. Acceptance. Continued use of the Services after the effective date constitutes acceptance of modified Terms. 22.3. Non-Material Changes. We may make non-material changes (such as formatting, clarifications, or updates to contact information) without advance notice.

23.1. Entire Agreement. This Agreement (including the Subscription Plan, Privacy Policy, DPA, and SLA incorporated by reference) constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, and representations, whether written or oral. No purchase order or other business form shall modify this Agreement. 23.2. Amendment. This Agreement may only be modified by a written amendment signed by authorized representatives of both parties, or by Voxtell AI modifying these Terms as specified in Section 22. 23.3. Assignment. (a) You may not assign or transfer this Agreement or any rights hereunder without our prior written consent. Any attempted assignment in violation is void. (b) We may assign this Agreement: • To any affiliate or subsidiary • In connection with a merger, acquisition, or sale of all or substantially all assets • To any purchaser of our business (c) Subject to the above, this Agreement binds and benefits the parties and their permitted successors and assigns. 23.4. Severability. If any provision is held invalid or unenforceable: • That provision shall be modified to achieve the intended purpose to the maximum extent permitted, or • If modification is not possible, it shall be severed • Remaining provisions remain in full force and effect 23.5. Waiver. No waiver of any provision or breach is effective unless in writing and signed by the waiving party. No waiver constitutes a waiver of any other provision or breach. Failure to enforce any provision does not waive the right to enforce it later. 23.6. Force Majeure. Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including: • Acts of God (earthquake, flood, fire, storm, pandemic) • War, terrorism, riot, civil unrest • Government actions or regulatory changes • Internet or telecommunications failures not caused by such party • Third-party service provider failures The affected party must: (i) provide notice within 5 business days, and (ii) use reasonable efforts to mitigate impact. If force majeure continues for 60 consecutive days, either party may terminate with 30 days' notice. Payment obligations are not excused by force majeure. 23.7. Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, employment, or agency relationship. 23.8. Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. 23.9. Export Control. You represent that you and your End Customers: • Are not located in, organized under the laws of, or ordinarily resident in any country subject to comprehensive US sanctions • Are not on any US government restricted party list (SDN List, Entity List, Denied Persons List) • Will not use the Services in violation of US export control laws or OFAC sanctions Violation is a material breach permitting immediate termination. 23.10. Government End Users. If you are a US government entity, the Services are "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. Use, reproduction, and disclosure are subject to the restrictions in this Agreement. 23.12. Interpretation. In this Agreement: • "Including" means "including without limitation" • Headings are for convenience only • Singular includes plural and vice versa • "Or" is not exclusive unless context requires • References to Sections are to sections of these Terms 23.13. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one agreement. Electronic signatures are valid and binding.

PLEASE READ CAREFULLY: THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. 24.1. Informal Resolution. Before filing any claim, you agree to attempt informal resolution by contacting legal@voxtell.ai with a detailed description of the dispute. The parties shall negotiate in good faith for 60 days. 24.2. Binding Arbitration. Except as provided in Section 24.9, any dispute arising from or relating to this Agreement shall be resolved through binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) under its Streamlined Arbitration Rules and Procedures, as modified by this Section. 24.3. Arbitration Rules: (a) Arbitrator: One arbitrator mutually agreed upon by the parties or appointed by JAMS (b) Location: Delaware or remotely by video conference at arbitrator's discretion (c) Discovery: Limited to document requests and up to two depositions per side unless arbitrator authorizes additional discovery (d) Costs: Each party bears its own attorneys' fees and costs; arbitrator fees split equally unless arbitrator awards fees to prevailing party (e) Decision: The arbitrator shall issue a written decision with findings of fact and conclusions of law. The decision is final and binding. (f) Judgment: Either party may enter the arbitration award as a judgment in any court of competent jurisdiction 24.4. CLASS ACTION WAIVER. YOU AND VOXTELL AI AGREE TO RESOLVE DISPUTES ONLY ON AN INDIVIDUAL BASIS. (a) Neither party may bring claims as a plaintiff or class member in any class, consolidated, representative, or collective action (b) The arbitrator may not consolidate claims or preside over any representative or class proceeding (c) The arbitrator may award relief (including declaratory or injunctive relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE FOR ANY REASON, THE ENTIRE ARBITRATION CLAUSE (SECTION 24) IS VOID AND DISPUTES SHALL BE RESOLVED IN STATE OR FEDERAL COURTS LOCATED IN DELAWARE, AND BOTH PARTIES WAIVE THE RIGHT TO TRIAL BY JURY. 24.5. Prohibition on Representative Actions. You may not act as a representative or private attorney general, or in any similar capacity, and may not seek relief on behalf of anyone other than yourself. 24.6. Survival. This Section 24 survives termination of this Agreement.

25.1. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. 25.2. International Users. For Users located outside the United States: • This Agreement is governed by Delaware state law • Disputes are subject to arbitration or courts as specified in Section 24 • You consent to jurisdiction in the United States • You acknowledge the Services are controlled and operated from the United States