TopCalls.ai Enterprise End User License Agreement

Last Updated: December 27, 2025

IMPORTANT: Before accessing or using the TopCalls.ai services, please read this Enterprise End User License Agreement (“EULA” or “Agreement”) carefully. By accessing the Services (defined below), executing an Order Form that references this EULA, or clicking “I Agree,” you represent that you have the authority to bind your organization to this Agreement and agree to be bound by its terms.

This EULA applies exclusively to enterprise subscriptions to the TopCalls.ai platform. For non-enterprise plans, please refer to our Standard Terms of Service.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests.

“Authorized Users” means Customer's employees and independent contractors who are authorized by Customer to access and use the Services, whether or not they actively use the Services.

“Client Data” means all data, content, recordings, scripts, call lists, contact information, and other materials provided by Customer or generated through Customer's use of the Services, excluding the Platform itself.

“Customer” means the enterprise client identified in the applicable Order Form.

“Documentation” means TopCalls' then-current technical documentation and user guides for the Services, available at https://docs.topcalls.ai.

“Order Form” means the ordering document executed between Customer and TopCalls specifying the Services, fees, subscription term, and other commercial terms.

“Platform” or “Services” means TopCalls' AI-powered voice platform for automated lead engagement, qualification, follow-up, and appointment booking, including all features, integrations, APIs, and related services described in the applicable Order Form.

“Subscription Term” means the initial term specified in the Order Form and any renewal periods.

2. Grant of License and Services

2.1 License Grant

Subject to the terms of this Agreement, TopCalls grants Customer a limited, non-exclusive, non-transferable (except as permitted in Section 12.4), non-sublicensable right during the Subscription Term to access and use the Services solely for Customer's internal business purposes as specified in the Order Form. All rights not expressly granted are reserved by TopCalls.

2.2 Service Obligations

TopCalls will provide the Services in accordance with this Agreement and the applicable Order Form. The Services include AI voice agents, multilingual support, CRM integrations, call handling, appointment booking functionality, and related features as described in the Documentation.

2.3 Service Nature and Limitations

Customer acknowledges that:

• The Services are an automation and facilitation tool designed to improve lead conversion efficiency.
• The Services do not guarantee any specific number of appointments, conversions, closed transactions, commission amounts, or revenue outcomes.
• Performance depends on multiple factors including lead quality, market conditions, Customer's configuration and scripts, third-party service availability, and factors outside TopCalls' control.
• The Services rely on third-party providers including telecommunications carriers, cloud infrastructure (AWS, Azure, Google Cloud), AI model providers (ElevenLabs, OpenAI, Anthropic), and CRM platform APIs.

2.4 Authorized Users

Customer will ensure that only Authorized Users access the Services and will implement commercially reasonable security measures to protect user credentials and prevent unauthorized access. Customer is responsible for all acts and omissions of its Authorized Users in connection with the Services.

2.5 Affiliates

Customer may permit its Affiliates to use the Services under the rights granted in this Agreement, provided Customer remains fully responsible for each Affiliate's compliance with this Agreement. Affiliates may separately execute their own Order Forms with TopCalls, in which case each Order Form together with this EULA constitutes a separate agreement between TopCalls and that Affiliate.

2.6 Updates and Modifications

TopCalls may modify, update, or enhance the Services at any time, provided such modifications do not result in a material degradation of the overall functionality or performance of the Services. TopCalls may require Customer to transition to updated API versions upon at least 90 days' prior notice (which may be provided via email or in-platform notification). Customer is solely responsible for updating its systems to maintain compatibility with the Services.

2.7 Beta Features

TopCalls may occasionally offer beta, pilot, preview, or experimental features (“Beta Features”). Beta Features are provided “as is” for evaluation purposes only, are not production-ready, may be modified or discontinued at any time, and are subject to all restrictions and Customer obligations applicable to the Services. TopCalls has no liability for any issues arising from Beta Features.

3. Restrictions and Customer Responsibilities

3.1 Usage Restrictions

Customer will not, and will not permit any third party to:

• Use the Services in violation of this Agreement, the Acceptable Use Policy, or any applicable law or regulation.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or models from the Services.
• Use output from the Services to develop, train, or improve competing AI voice platforms or services.
• Resell, sublicense, rent, lease, or provide bureau or service bureau use of the Services to third parties (except as expressly permitted in writing by TopCalls).
• Remove, obscure, or alter any proprietary notices on the Services.
• Interfere with or disrupt the integrity or performance of the Services.
• Attempt to gain unauthorized access to the Services or related systems.
• Use the Services to transmit malware, viruses, or malicious code.
• Access the Services to build a competitive product or service, or to benchmark against competitive offerings.

3.2 Compliance Obligations

Customer represents, warrants, and covenants that it will use the Services in compliance with all applicable laws, including:

• Telephone Consumer Protection Act (TCPA) and state telemarketing laws.
• Telemarketing Sales Rule (TSR) and Do-Not-Call registry requirements.
• State and federal call recording consent laws.
• CAN-SPAM Act for email and SMS communications.
• General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other data privacy laws.
• Fair Housing Act, Equal Credit Opportunity Act, and fair lending regulations (where applicable).
• All licensing requirements for real estate, mortgage, or financial services activities.

3.3 Consent and Do-Not-Call Compliance

Customer is solely responsible for:

• Obtaining and maintaining all necessary consents from individuals before initiating contact via the Services.
• Complying with call recording disclosure and consent requirements in all applicable jurisdictions.
• Maintaining accurate calling lists and scrubbing them against federal and state Do-Not-Call registries.
• Honoring all opt-out requests promptly and maintaining internal Do-Not-Call lists.
• Ensuring scripts, prompts, and AI agent configurations comply with all advertising and disclosure requirements.

3.4 Customer Equipment and Systems

Customer is responsible for obtaining and maintaining all equipment, software, network connectivity, and ancillary services necessary to access and use the Services, including internet connectivity, compatible devices, and supported web browsers. Customer is responsible for the security of its systems, accounts, passwords, and files.

3.5 No Sensitive Personal Data

Customer will not provide as input to the Services any:

• Protected health information (PHI) as defined by the Health Insurance Portability and Accountability Act (HIPAA), unless a separate Business Associate Agreement has been executed.
• Special categories of personal data under GDPR Article 9 (racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, biometric data for identification, health data, or data concerning sex life or sexual orientation), except as permitted by applicable law and with prior written agreement from TopCalls.
• Social Security numbers, financial account numbers, or payment card data, except as expressly permitted in the Order Form.

3.6 Export Controls

Customer will comply with all applicable export control laws and regulations, including those of the United States. Customer represents that it is not located in, or a national of, any country subject to U.S. embargo (including Cuba, Iran, North Korea, Syria, Russia, Belarus, or the annexed regions of Ukraine), is not on any U.S. denied-party list, and will not use the Services in violation of any U.S. export restrictions.

4. Intellectual Property Rights

4.1 TopCalls' Rights

As between the parties, TopCalls and its licensors own all right, title, and interest in and to the Services, the Platform, all AI models and algorithms, the Documentation, and all intellectual property rights therein. No rights are granted to Customer except as expressly set forth in this Agreement.

4.2 Customer's Rights

As between the parties, Customer owns all right, title, and interest in and to the Client Data. Due to the nature of AI and machine learning, outputs generated for Customer may not be unique across users; outputs generated for other customers are not Customer's property.

4.3 License to Customer Data

Customer grants TopCalls a limited, non-exclusive license to access, use, process, and store Client Data solely to the extent necessary to provide the Services, comply with applicable law, enforce this Agreement, and prevent abuse or fraud. TopCalls will not use Client Data to train AI models or for any other purpose beyond providing the Services to Customer, except in aggregated, anonymized form for service improvement and analytics.

4.4 Customer Representations

Customer represents, warrants, and covenants that:

• It owns or has all necessary rights to provide Client Data to TopCalls for use as contemplated by this Agreement.
• Client Data, and Customer's use of the Services, does not and will not infringe, misappropriate, or violate any third-party intellectual property, privacy, publicity, or other rights.
• It has obtained all necessary consents, releases, and permissions from individuals whose personal data, voice, likeness, or other attributes are included in Client Data.

4.5 Feedback

Customer may provide suggestions, comments, or feedback regarding the Services (“Feedback”). TopCalls may use Feedback for any purpose without obligation of any kind. To the extent permitted by law, Customer waives any moral rights in such Feedback.

5. Confidentiality

5.1 Confidential Information

“Confidential Information” means information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or that, given its nature or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) for TopCalls, the Services, Documentation, pricing, non-public features, and performance metrics; and (b) for Customer, non-public Client Data and business information. Confidential Information excludes information that: (i) is or becomes publicly available through no breach by Recipient; (ii) was lawfully known to Recipient before disclosure; (iii) is independently developed by Recipient without use of Confidential Information; or (iv) is lawfully received from a third party without confidentiality restrictions.

5.2 Protection Obligations

Each party will: (a) protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information only to exercise rights and fulfill obligations under this Agreement; and (c) limit disclosure to employees, contractors, and advisors with a legitimate need to know who are bound by confidentiality obligations. Either party may disclose Confidential Information to the extent required by law, provided it gives prior written notice (if legally permitted) and reasonable assistance in seeking a protective order.

5.3 Data Processing

TopCalls' processing of personal data in Client Data is governed by the Data Processing Addendum (the “DPA”), which is incorporated by reference into this Agreement.

5.4 Security Measures

TopCalls implements industry-standard technical and organizational measures designed to protect the security, confidentiality, and integrity of Client Data, including encryption in transit and at rest, access controls, logging, and monitoring. TopCalls maintains SOC 2 Type II certification and will provide evidence of current certification upon Customer's written request.

6. Fees and Payment

6.1 Fees

Customer will pay all fees specified in the Order Form (“Fees”). Fees are non-refundable except as expressly provided in this Agreement.

6.2 Payment Terms

Invoices are payable within thirty (30) days of the invoice date. Overdue amounts bear interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). Customer will reimburse TopCalls for all reasonable costs of collection, including attorneys' fees.

6.3 Taxes

Fees are exclusive of all taxes. Customer is responsible for all sales, use, value-added, goods and services, and other taxes (excluding taxes based on TopCalls' net income). If applicable law requires withholding, Customer will gross up payments to ensure TopCalls receives the full amount due and will provide TopCalls with official tax receipts.

6.4 Disputed Charges

Customer must notify TopCalls in writing of any disputed charges within thirty (30) days of the invoice date. Disputes submitted after 30 days are waived. Customer must pay all undisputed amounts when due.

7. Warranties and Disclaimers

7.1 Mutual Warranties

Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; and (b) it has full power and authority to enter into and perform this Agreement.

7.2 TopCalls' Limited Warranty

TopCalls warrants that, during the Subscription Term, the Services will materially conform to the functionality described in the Documentation and the applicable Order Form (“Specifications”).

7.3 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.2, THE SERVICES, ALL OUTPUT, AND ALL DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS. TOPCALLS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. TOPCALLS DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S BUSINESS REQUIREMENTS, THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. TOPCALLS DOES NOT WARRANT ANY PARTICULAR CONVERSION RATE, APPOINTMENT VOLUME, DEAL CLOSURE RATE, REVENUE OUTCOME, OR BUSINESS RESULT.

7.4 Warranty Exclusions

The warranty in Section 7.2 does not apply to any non-conformity caused by:

• Misuse, improper configuration, or use in violation of this Agreement or the Documentation.
• Modifications to the Services by anyone other than TopCalls.
• Third-party services, systems, or data, including CRM data quality, telephony carrier issues, cloud provider outages, or AI model provider disruptions.
• Customer's failure to implement recommended configurations, apply updates, or follow Documentation.
• Lead quality, market conditions, regulatory restrictions, or other factors beyond TopCalls' reasonable control.

7.5 Exclusive Warranty Remedies

For any breach of the warranty in Section 7.2, TopCalls will, at its sole discretion: (a) use commercially reasonable efforts to correct the non-conformity; or (b) issue a service credit as specified in the Order Form or the SLA schedule. THE REMEDIES IN THIS SECTION 7.5 ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES, AND TOPCALLS' SOLE AND EXCLUSIVE LIABILITY, FOR ANY BREACH OF WARRANTY OR NON-CONFORMITY OF THE SERVICES.

8. Limitation of Liability

8.1 EXCLUSION OF CONSEQUENTIAL DAMAGES

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR (A) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) EITHER PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS IN SECTION 5, (C) EITHER PARTY'S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR (D) CUSTOMER'S INDEMNIFICATION OBLIGATIONS IN SECTION 9.2, NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS WILL BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES;
• LOSS OF PROFITS, REVENUE, SALES, OR BUSINESS;
• LOSS OF COMMISSIONS, CLOSED TRANSACTIONS, OR EXPECTED DEAL VOLUME;
• LOSS OF GOODWILL, BUSINESS REPUTATION, OR MARKET OPPORTUNITY;
• LOSS OF DATA OR BUSINESS INTERRUPTION (EXCEPT AS COVERED BY DATA BREACH INDEMNITY);
• COST OF PROCUREMENT OF SUBSTITUTE SERVICES; OR
• ANY OTHER COMMERCIAL OR ECONOMIC LOSS,

WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 AGGREGATE LIABILITY CAP

EXCEPT FOR LIABILITY ARISING FROM (A) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) EITHER PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS, (C) EITHER PARTY'S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR (D) CUSTOMER'S INDEMNIFICATION OBLIGATIONS IN SECTION 9.2, TOPCALLS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY ORDER FORM, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO TOPCALLS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

8.3 Aggregate Application

The limitations in this Section 8 apply in the aggregate across all claims, causes of action, Order Forms, and theories of liability, not separately on a per-incident or per-claim basis.

8.4 Essential Basis of Bargain

Customer acknowledges that the Fees reflect the allocation of risk set forth in this Section 8 and that TopCalls would not enter into this Agreement without these limitations on liability.

9. Indemnification

9.1 TopCalls' Indemnification

TopCalls will, at its expense, defend Customer against any third-party claim alleging that the Services, when used in accordance with this Agreement, infringe or misappropriate such third party's intellectual property rights, and will pay all losses, damages, settlements, and costs (including reasonable attorneys' fees) finally awarded or agreed to in settlement. TopCalls' obligations under this Section 9.1 do not apply to claims arising from:

• Client Data or content provided by Customer.
• Modifications to the Services made by anyone other than TopCalls.
• Use of the Services in combination with third-party products, services, or data not provided by TopCalls.
• Use of the Services in violation of this Agreement or applicable law.
• Customer's calling scripts, marketing content, or business practices.

9.2 Customer's Indemnification

Customer will, at its expense, defend TopCalls against any third-party claim arising from or related to:

• Client Data, including any claim that Client Data infringes third-party rights or violates applicable law.
• Customer's use of the Services in violation of this Agreement, the Acceptable Use Policy, or applicable law (including TCPA, TSR, GDPR, CCPA, call recording laws, or Do-Not-Call violations).
• Customer's calling scripts, marketing content, or representations made by AI agents as configured by Customer.
• Claims by Customer's leads, prospects, customers, or third parties arising from contacts initiated through the Services.
• Customer's products, services, or business operations.

Customer will pay all losses, damages, settlements, and costs (including reasonable attorneys' fees) finally awarded or agreed to in settlement.

9.3 Indemnification Procedures

The indemnified party (“Indemnitee”) must: (a) promptly notify the indemnifying party (“Indemnitor”) in writing of the claim (failure to notify will not relieve obligations except to the extent materially prejudiced); (b) grant Indemnitor sole control of the defense and settlement; and (c) provide reasonable cooperation at Indemnitor's expense. Indemnitor may not settle a claim in a manner that admits fault on behalf of Indemnitee, imposes obligations on Indemnitee, or fails to release Indemnitee fully, without Indemnitee's prior written consent (not to be unreasonably withheld).

9.4 TopCalls' Remedies

If the Services become, or TopCalls reasonably believes may become, subject to an infringement claim, TopCalls may, at its sole option: (a) procure rights for Customer to continue using the Services; (b) modify the Services to make them non-infringing while maintaining materially equivalent functionality; or (c) terminate the affected Services and refund Customer a pro-rata portion of prepaid, unused Fees. SECTIONS 9.1 AND 9.4 STATE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES, AND TOPCALLS' SOLE AND EXCLUSIVE LIABILITY, FOR THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

10. Service Level Agreement

10.1 Uptime Commitment

TopCalls commits to the following monthly uptime targets for the Platform:

Uptime is calculated as the percentage of time the core Platform functionality (call initiation, CRM synchronization, and appointment booking) is available for use, excluding Scheduled Maintenance and Permitted Downtime.

10.2 Definitions

“Scheduled Maintenance” means maintenance windows announced at least 48 hours in advance via email or in-platform notification, not exceeding 4 hours per calendar month.

“Permitted Downtime” means unavailability caused by:

• Force Majeure events (Section 11.1);
• Customer's acts, omissions, equipment, or internet connectivity;
• Third-party service failures (telephony carriers, cloud providers, AI model providers, CRM platform outages);
• Suspension for Customer's breach or non-payment;
• Beta Features or preview functionality; or
• Emergency security patches or incident response.

10.3 Service Credits

If TopCalls fails to meet the Monthly Uptime Target, Customer may request a service credit by submitting a written claim within 10 business days after the end of the affected month, with reasonable documentation of downtime experienced. Service credits will be calculated as follows:

10.4 Service Credit Limitations

• Service credits apply only to the monthly Platform subscription fee, excluding usage-based charges, professional services, and one-time fees.
• Service credits are applied to Customer's next invoice and cannot be redeemed for cash.
• Maximum aggregate service credits in any 12-month period will not exceed 100% of fees paid in that period.
• Service credits must be claimed in writing within 10 business days of the affected month's end; late claims are waived.

10.5 EXCLUSIVE REMEDY

THE SERVICE CREDITS IN THIS SECTION 10 CONSTITUTE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND TOPCALLS' SOLE AND EXCLUSIVE LIABILITY, FOR ANY FAILURE TO MEET THE SLA, ANY DOWNTIME, PERFORMANCE DEGRADATION, OR SERVICE INTERRUPTION, REGARDLESS OF CAUSE.

11. Force Majeure

11.1 Force Majeure Events

Neither party will be liable for any failure or delay in performing its obligations under this Agreement (except Customer's payment obligations) to the extent caused by circumstances beyond its reasonable control, including:

• Acts of God (fire, flood, earthquake, severe weather, or natural disaster);
• War, terrorism, civil unrest, or government action;
• Pandemic, epidemic, or public health emergency (including quarantines or government-mandated closures);
• Government orders, laws, embargoes, or sanctions;
• Strikes or labor disputes affecting third parties;
• Failure of telecommunications, internet, cloud infrastructure, AI model providers, or CRM platforms;
• Power outages or network failures not caused by the affected party;
• Cyberattacks, denial-of-service attacks, or malicious third-party activity (excluding those resulting from the affected party's gross negligence or willful misconduct).

11.2 Notice and Mitigation

The affected party will: (a) promptly notify the other party of the Force Majeure event and its expected impact; (b) use commercially reasonable efforts to mitigate effects and resume performance; and (c) provide periodic status updates.

11.3 Extended Force Majeure

If a Force Majeure event prevents TopCalls from providing the Services for a continuous period exceeding thirty (30) days, either party may terminate the affected Order Form upon written notice. TopCalls will refund Customer a pro-rata portion of prepaid, unused Fees for the terminated Services. This termination right does not apply if the Force Majeure event is caused by Customer's systems or third-party providers selected by Customer.

12. Term, Suspension, and Termination

12.1 Term

This Agreement is effective as of the Effective Date (the earlier of Order Form execution or first access to the Services) and continues until all Order Forms have expired or been terminated. Each Order Form has an initial Subscription Term as specified therein and renews automatically for successive renewal periods of equal length unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

12.2 Suspension

TopCalls may suspend Customer's access to the Services upon written notice (or without prior notice if immediate action is necessary to prevent harm) if:

• Customer materially breaches this Agreement or the Acceptable Use Policy and the breach creates a High-Risk Emergency (credible risk of harm, security/privacy risk, legal liability, infringement of third-party rights, or violation of telemarketing/consent laws);
• Customer fails to pay undisputed amounts due and such failure continues for more than 10 days after written notice;
• TopCalls is required to suspend by law, court order, or regulatory authority; or
• Customer's usage patterns indicate fraud, abuse, or security risk.

During suspension, Customer remains responsible for all Fees. TopCalls will limit suspension to the minimum scope necessary and cooperate to restore access once the issue is resolved. TopCalls has no liability for damages resulting from suspension conducted in accordance with this Section.

12.3 Termination for Breach

Either party may terminate this Agreement or an Order Form upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days after receiving written notice specifying the breach (or ten (10) days for payment breaches).

12.4 Effect of Termination

Upon termination or expiration:

• Customer will immediately cease all use of the Services and destroy or return all TopCalls Confidential Information.
• All licenses and access rights granted hereunder terminate immediately.
• Customer will pay all Fees and charges accrued through the termination date.
• Each party will return or destroy (and certify destruction of) the other's Confidential Information.
• TopCalls may, upon Customer's written request within 30 days of termination, make Client Data available for export in standard formats (CSV, JSON) for a period of 30 days. After 30 days, TopCalls may delete Client Data in accordance with its data retention policies.

12.5 Assignment

Customer may not assign, transfer, or delegate this Agreement without TopCalls' prior written consent. TopCalls may assign this Agreement without consent to: (a) an Affiliate; or (b) a successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets. Any attempted assignment in violation of this section is void.

12.6 Survival

The following sections survive termination or expiration: Sections 3.1 (Usage Restrictions), 4 (Intellectual Property Rights), 5 (Confidentiality), 6 (Fees and Payment for amounts accrued), 7.3–7.5 (Disclaimers and Exclusive Remedies), 8 (Limitation of Liability), 9 (Indemnification), 10.5 (Exclusive Remedy for SLA), 12.4 (Effect of Termination), 13 (Dispute Resolution), and 14 (General Provisions).

13. Dispute Resolution

13.1 Informal Resolution

Before initiating arbitration or litigation, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (“Dispute”) through good-faith informal negotiation. Either party may initiate informal resolution by providing written notice of the Dispute to the other party. The parties will negotiate in good faith for at least thirty (30) days from receipt of notice before pursuing formal dispute resolution.

13.2 Binding Arbitration

If a Dispute is not resolved through informal negotiation, either party may submit the Dispute to final and binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with its Streamlined Arbitration Rules and Procedures, before a single neutral arbitrator. The arbitration will be conducted in English. The seat of arbitration will be San Francisco, California, or by mutual agreement may be conducted virtually. Each party will bear its own costs and attorneys' fees, and the parties will share equally the arbitrator's fees and JAMS administrative costs, unless the arbitrator awards costs to the prevailing party. The arbitrator's decision will be final and binding, and judgment may be entered in any court of competent jurisdiction.

13.3 Exceptions to Arbitration

Notwithstanding Section 13.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or to prevent irreparable harm, without first engaging in informal resolution or arbitration. Disputes exclusively concerning intellectual property infringement are not subject to mandatory arbitration and may be litigated in court.

13.4 Governing Law

This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.5 Venue

To the extent litigation is permitted under this Agreement, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California.

14. General Provisions

14.1 Entire Agreement

This Agreement, together with all Order Forms, exhibits, and the DPA, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, representations, and understandings, whether written or oral. Any terms in Customer's purchase orders or similar documents are null and void.

14.2 Order of Precedence

In the event of conflict, the order of precedence is: (1) the applicable Order Form; (2) this EULA; (3) the DPA.

14.3 Amendments

TopCalls may update this Agreement upon at least thirty (30) days' prior written notice to Customer (which may be provided via email or in-platform notification). Continued use of the Services after the effective date constitutes acceptance. If Customer objects to material changes, Customer may terminate the Agreement within 30 days of notice, and TopCalls will refund a pro-rata portion of prepaid, unused Fees.

14.4 Waiver

No waiver of any term is effective unless in writing and signed by the waiving party. No failure or delay in exercising any right constitutes a waiver, nor does any single or partial exercise preclude further exercise of that right or any other right.

14.5 Severability

If any provision is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

14.6 Notices

All notices under this Agreement must be in writing and will be deemed given: (a) when delivered personally; (b) one business day after deposit with a nationally recognized overnight courier; (c) three business days after mailing via certified mail, return receipt requested; or (d) when sent via email to the addresses in the Order Form. Notices of termination or material breach sent via email must be followed by delivery via courier or mail.

14.7 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, employment, or fiduciary relationship.

14.8 Publicity

Neither party may use the other's name, logo, or trademarks, or make public statements regarding this Agreement or the relationship between the parties, without the other party's prior written consent in each instance.

14.9 Third-Party Beneficiaries

This Agreement does not confer any rights or remedies upon any person or entity other than the parties and their permitted successors and assigns.

14.10 Export Compliance

Customer will comply with all applicable U.S. and international export control laws and regulations. Customer will not export, re-export, or transfer the Services or related technical data to any prohibited country, entity, or person.

14.11 Government End Users

If Customer is a U.S. government entity or the Services are being used on behalf of the U.S. government, the Services are “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202. Use, reproduction, and disclosure are subject to the terms of this Agreement.

14.12 Interpretation

Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” References to “writing” include electronic communications. “Herein,” “hereof,” and “hereunder” refer to this Agreement as a whole. The parties are deemed to have jointly drafted this Agreement; no ambiguity will be construed against either party.

14.13 Counterparts

This Agreement and all Order Forms may be executed in counterparts, each of which is deemed an original and all of which together constitute one agreement. Electronic signatures have the same legal effect as original signatures.

Exhibit A: Acceptable Use Policy

Customer agrees to use the Services only in compliance with all applicable laws and regulations, including but not limited to:

Telemarketing and Consent Laws

• Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227
• Telemarketing Sales Rule (TSR), 16 C.F.R. Part 310
• State telemarketing statutes and Do-Not-Call laws
• State and federal call recording consent laws (all-party consent jurisdictions include California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Pennsylvania, and Washington)
• CAN-SPAM Act, 15 U.S.C. § 7701 et seq. (for email and SMS)

Data Privacy and Security Laws

• General Data Protection Regulation (GDPR), EU Regulation 2016/679
• California Consumer Privacy Act (CCPA), Cal. Civ. Code § 1798.100 et seq.
• California Privacy Rights Act (CPRA)
• Virginia Consumer Data Protection Act (VCDPA)
• Colorado Privacy Act (CPA)
• Other applicable U.S. state privacy laws

Real Estate and Financial Services Laws

• Fair Housing Act, 42 U.S.C. § 3601 et seq.
• Equal Credit Opportunity Act, 15 U.S.C. § 1691
• Real Estate Settlement Procedures Act (RESPA), 12 U.S.C. § 2601
• Truth in Lending Act (TILA), 15 U.S.C. § 1601
• State real estate licensing and advertising regulations
• NMLS and state mortgage broker licensing requirements (where applicable)

Customer Responsibilities

Customer is solely responsible for:

• Obtaining and documenting prior express written consent before initiating autodialed or prerecorded calls or text messages to wireless numbers.
• Complying with call recording disclosure and consent requirements in all jurisdictions where calls are made.
• Honoring all opt-out and Do-Not-Call requests immediately and maintaining internal suppression lists.
• Scrubbing calling lists against the National Do-Not-Call Registry and applicable state registries.
• Ensuring all scripts, AI agent prompts, and marketing content comply with advertising laws, disclosure requirements, and prohibitions on deceptive practices.
• Providing required disclosures (e.g., company identity, purpose of call, ability to opt out).
• Maintaining records of consent, disclosures, and opt-outs as required by law.
• Training personnel and configuring AI agents to comply with all applicable laws.

Prohibited Uses

Customer will not use the Services to:

• Contact individuals without obtaining proper prior consent as required by applicable law.
• Contact individuals on federal or state Do-Not-Call lists (except as permitted by established business relationships or other exemptions).
• Make false, misleading, or deceptive statements or representations.
• Harass, threaten, abuse, or engage in any form of unlawful discrimination.
• Violate any person's privacy, publicity, or intellectual property rights.
• Transmit or facilitate transmission of malware, viruses, or harmful code.
• Interfere with or disrupt the Services or any networks, servers, or systems.
• Impersonate any person or entity or misrepresent affiliation with any person or entity.
• Engage in any illegal, fraudulent, or abusive activity.
• Use the Services to train, develop, or improve competing AI models or voice platforms.
• Reverse engineer, decompile, or attempt to derive source code or algorithms from the Services.
• Scrape, crawl, or extract data from the Services except through documented APIs.
• Resell or sublicense the Services without express written authorization.

Consequences of Violation

Violation of this Acceptable Use Policy may result in:

• Immediate suspension or termination of Customer's access to the Services pursuant to Section 12.2.
• Customer's sole liability for all claims, fines, penalties, and damages arising from the violation.
• Reporting of violations to law enforcement or regulatory authorities as required by law.

Customer acknowledges that compliance with telemarketing, consent, and privacy laws is Customer's sole responsibility and that TopCalls provides the Platform as a tool; Customer is responsible for how it is used.

END OF AGREEMENT

For questions regarding this EULA, please contact:

TopCalls.ai
Legal Department
Email: legal@topcalls.ai

WISDOM SPHERE LLC
16192 Coastal Highway
Lewes, DE 19958, US
Tax ID: 30-1362053

Customer Acknowledgment: By executing an Order Form, accessing the Services, or clicking “I Agree,” Customer acknowledges that it has read, understood, and agrees to be bound by this Enterprise End User License Agreement.