MASTER SERVICES AGREEMENT

Provider provides access to its call center/inbound call services including, among other things, the following: (i) outbound appointment setting, (ii) missed opportunity alert follow-up, and (iii) other call center-related offerings (collectively, “Call Center Services”) to its Subscribers;

Provider provides access to the following services: Call Management, Performance Management, Reputation Management, Digital Management, Vanity Phone Numbers and other call tracking related offerings (collectively, “Call Tracking Services”) to its Subscribers;

Provider provides access to its call upload services and related offerings (collectively, “Call Upload Services”)(collectively, Call Center Services, Call Tracking Services, and Call Upload Services shall be referred to as “CallSource Offerings”) to its Subscribers;

Subscriber desires to access certain CallSource Offerings described herein or in the CallSource Offerings Addenda (the “Addenda”) affiliated herewith, and Provider desires to provide Subscriber access to such offerings, subject to the terms and conditions set forth in this Agreement and the Addenda.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions.

“AI Tools” means automated machine-learning, large-language-model, speech-to-text, or similar systems used to transcribe or analyze Third-Party Recordings or generate Outputs.

“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity and authorization to access and use the Services.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise/ownership of more than fifty percent (50%) of the voting securities of a Person.

“Agreement” has the meaning set forth in the preamble.

“Authorized Users” means Subscriber’s employees, consultants, contractors, and agents (a) who are authorized by Subscriber to access and use the Services under the rights granted to Subscriber pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.

“Confidential Information” has the meaning set forth in Section 7.1.

“Disclosing Party” has the meaning set forth in Section 7.1.

“Documentation” means any manuals, instructions, or other documents or materials that the Provider provides or makes available to Subscriber in any form or medium and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

“Effective Date” has the meaning set forth in the preamble.

“Fees” has the meaning set forth in Section 6.1.

“Force Majeure Event” has the meaning set forth in Section 13.9.

“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Subscriber or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device.

“Indemnitee” has the meaning set forth in Section 10.3.

“Indemnitor” has the meaning set forth in Section 10.3.

“Initial Term” has the meaning set forth in Section 12.1.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Outputs” has the meaning given in Section 2.8.

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

“Personal Information” means information that Subscriber provides or for which Subscriber provides access to Provider, or information which Provider creates or obtains on behalf of Subscriber, in accordance with this Agreement that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, genetic, health, or health insurance data, answers to security questions, and other personal identifiers), in case of both subclauses (i) and (ii), including Sensitive Personal Information (as defined herein). Subscriber’s business contact information is not by itself Personal Information.

“Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.

“Provider” has the meaning set forth in the preamble.

“Provider Disabling Device” means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Provider or its designee to disable Subscriber’s or any Authorized User’s access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.

“Provider Indemnitee” has the meaning set forth in Section 10.2.

“Provider Materials” means the Services, Specifications, Documentation, and Provider Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include Resultant Data and any information, data, or other content derived from Provider’s monitoring of Subscriber’s access to or use of the Services, but do not include Subscriber Data.

“Provider Personnel” means all individuals involved in the performance of Services as employees, agents, or independent contractors of Provider or any Subcontractor.

“Provider Systems” means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third-party services.

“Receiving Party” has the meaning set forth in Section 7.1.

“Renewal Term” has the meaning set forth in Section 12.2.

“Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.

“Resultant Data” means data and information related to Subscriber’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

“Sensitive Personal Information” means “Sensitive Personal Information” as defined under the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, including (i) Identification Numbers: Social Security number, driver’s license number, passport number, or other government-issued identification numbers; (ii) Account Access: Financial account login information, debit or credit card numbers in combination with any required security code, password, or credentials that allow access to the account; (iii) Precise Geolocation: A consumer’s exact location; (iv) Biometric Information: Genetic data and biometric information used to identify a consumer; (v) Racial or Ethnic Origin: Information about a consumer’s racial or ethnic origin; (vi) Religious or Philosophical Beliefs: Information about a consumer’s religious or philosophical beliefs; (vii) Union Membership: Information about a consumer’s union membership; (viii) Contents of Communications: The contents of a consumer’s mail, email, and text messages, unless the business is the intended recipient; (ix) Information About Sex Life or Sexual Orientation: Information regarding a consumer’s sex life or sexual orientation; and (x) Health Information: Information concerning a consumer’s health.

“Services” means the services described in the CallSource Offerings listed in Exhibit A.

“Site” means a facility at a single location.

“Subcontractor” has the meaning set forth in Section 2.6.

“Subscriber” has the meaning set forth in the preamble.

“Subscriber Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Subscriber or an Authorized User by or through the Services. For the avoidance of doubt, Subscriber Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Subscriber or any Authorized User.

“Subscriber Failure” has the meaning set forth in Section 4.2.

“Subscriber Indemnitee” has the meaning set forth in Section 10.1.

“Subscriber Systems” means the Subscriber’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Subscriber or through the use of third-party services.

“Term” has the meaning set forth in Section 12.2

“Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider.

“Third-Party Recordings” means audio recordings, transcripts, metadata, and related materials of Subscriber’s end-user calls that are captured or stored by a third party other than Provider and provided or made accessible to Provider by or on behalf of Subscriber.

2. Services.

2.1 Access and Use. Subject to and conditioned on Subscriber’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, Provider hereby grants Subscriber a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Subscriber’s internal use. Provider shall provide to Subscriber the Access Credentials within a reasonable time following the Effective Date.

2.2 Documentation License. Provider hereby grants to Subscriber a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Subscriber’s internal business purposes in connection with its use of the Services.

2.3 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:

2.4 Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials.

2.5 Changes. Provider reserves the right, in its sole discretion, to make any changes to the Services and Provider Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Provider’s services to its Subscribers; (ii) the competitive strength of or market for Provider’s services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable Law. Without limiting the foregoing, either party may, at any time during the Term, request in writing changes to the Services.

2.6 Subcontractors. Provider may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor“).

2.7 Suspension or Termination of Services. Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Subscriber’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (b) Provider believes, in its good faith and reasonable discretion, that: (i) Subscriber or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of the Specifications; (ii) Subscriber or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section 2.7 does not limit any of Provider’s other rights or remedies, whether at law, in equity, or under this Agreement.

2.8 Recording Analysis; CRM Write-Backs; AI Tools. Subject to this Agreement, Provider will (a) ingest and process Third-Party Recordings and related metadata solely to perform the Services; (b) generate analytics, transcripts, classifications, and summaries (“Outputs”); and (c) write Outputs or corrected fields to Subscriber-designated systems including Subscriber’s customer relationship management software (“CRM”) via mutually agreed upon application programming interfaces (“APIs”) or data transfer methods. Provider will follow Subscriber’s field-mapping and data validation instructions, maintain an audit log of write-backs, and, upon request, provide an error-correction mechanism. Outputs are probabilistic and intended to aid human decision-making. Subscriber is responsible for reviewing Outputs before relying on them for critical actions. Provider may use AI Tools, sub-processors, and human quality-assurance reviewers to deliver the Services.

3. Use Restrictions; Service Usage and Data Storage.

3.1 Use Restrictions. Subscriber shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Subscriber shall not, except as this Agreement expressly permits:

3.2 CallSource Offerings Addenda. Exhibit A sets forth the Services available to Subscribers. Exhibit B sets forth the CallSource Offerings Addenda. The fees for designated Services are provided in the Addenda.

4. Subscriber Obligations.

4.1 Subscriber Systems and Cooperation. Subscriber shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with all Subscriber Systems on or through which the Services are accessed or used; (b) provide Provider Personnel with such access to Subscriber Systems as is necessary for Provider to perform the Services; and (c) provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations under and in connection with this Agreement. Subscriber is solely responsible for configuring and maintaining access to Third-Party Recordings and its CRM, including API credentials, rate limits, and seat/licensing compliance with third-party platforms.

4.2 Effect of Subscriber Failure or Delay. Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Subscriber’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Subscriber Failure“).

4.3 Corrective Action and Notice. If Subscriber becomes aware of any actual or threatened activity prohibited by Section 3.1, Subscriber shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Provider Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Provider of any such actual or threatened activity.

4.4 Notices; Consents. Subscriber represents, warrants, and covenants that it has and will maintain all notices, consents, and rights necessary under applicable law (including call-recording/monitoring, wiretapping/eavesdropping, telemarketing, and opt-in/opt-out requirements) to provide Third-Party Recordings and related data to Provider and to permit Provider’s Processing as contemplated. Subscriber is solely responsible for compliance with outbound/inbound calling and messaging rules applicable to Subscriber’s campaigns and numbers (including content of scripts and disclosures).

4.5 Laws and Regulations. Laws and regulations affecting call center services continually evolve, change or are amended. Therefore, it is imperative that the Subscriber apprise itself of the current status of the applicable laws and regulations governing call center services at all times and from time to time. Among other things, there may be state tort or invasion of privacy doctrines, consumer protection statutes, or contract/employee privacy considerations to review, analyze, and comply with. Call center services may also implicate data privacy rules, notice obligations, retention rules, data security, and cross-border issues. Subscribers who serve residents of California may need to comply with the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 and the corresponding regulations. Other states have similar laws related to privacy, data security, and the collection, management, and sharing of personal information and Subscribers must also comply with the laws and regulations of those states as well. Subscriber shall promptly notify Provider via email to ccpa@callsource.com whenever a consumer from California, or such other state where similar laws and regulations exist, requests access to, information about, or deletion of said consumer’s personal information as may be collected by Provider on Subscriber’s behalf in connection with the Services.

5. Security; Privacy.

5.1 Information Security. Provider will employ security measures in accordance with Provider’s data privacy and security policies.

5.2 Data Breach Procedures. Provider maintains a data breach plan and shall implement the procedures required under such data breach plan on the occurrence of a data breach.

5.3 Subscriber Control and Responsibility. Subscriber has and will retain sole responsibility for: (a) all Subscriber Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Subscriber or any Authorized User in connection with the Services; (c) Subscriber’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Subscriber or through the use of third-party services (“Subscriber Systems“); (d) the security and use of Subscriber’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Provider Materials directly or indirectly by or through the Subscriber Systems or its or its Authorized Users’ Access Credentials, with or without Subscriber’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

5.4 Access and Security. Subscriber shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Subscriber Data, including the uploading or other provision of Subscriber Data for Processing by the Services.

5.5 Privacy. The parties agree that, with respect to Personal Information provided by or on behalf of Subscriber, Subscriber is the business/controller, and Provider is the service provider/processor. Subscriber shall comply with all applicable privacy and data security rules, regulations, statutes, and laws (including, but not limited to, the California Consumer Privacy Act, as amended by the California Privacy Rights Act) that govern the collection, management, sharing, selling, accessing, deleting, and securing of Personal Information including, but not limited to, Personal Information Processing, cross-border transfers, data subject/consumer requests, and deletion at end of term.

5.6 Data Retention. Provider will retain Subscriber Data and Third-Party Recordings only for the durations set forth in Exhibit C and will delete or return them upon the earlier of (i) Subscriber’s written instruction, or (ii) the timelines in Exhibit C, subject to legal hold and backup constraints.

6. Fees and Payment.

6.1 Fees. If Subscriber subscribes for services under one or more of the Addenda, Subscriber shall pay Provider the fees set forth in each such addenda (“Fees”).

6.2 Taxes. All Fees and other amounts payable by Subscriber under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Subscriber is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Subscriber hereunder, other than any taxes imposed on Provider’s income. Sales tax will apply to any Services subscribed for by Subscriber pursuant to this Agreement or an Addenda, and Subscriber shall be obligated to pay such sales tax to any applicable taxing authorities including, but not limited to, those in the jurisdictions where Services are rendered.

6.3 Payment.

6.4 Dispute. To dispute any charges on a Provider Invoice, Subscriber must notify Provider within forty-five (45) days of the invoice date (“Dispute Period”), stating the invoice date, line item of the invoice, the disputed amount, the trouble ticket number (if applicable) and a detailed explanation of the dispute with supporting documentation. Subscriber shall timely pay all undisputed charges. Unless a notice of claim is received by Provider within the Dispute Period, an invoice shall be deemed accurate and undisputed and therefore not eligible for dispute. If Provider determines that a billing dispute claim is incomplete, Provider will inform Subscriber of the identified deficiency and Subscriber shall be required to resubmit a complete dispute notice. Provider will review billing disputes within thirty (30) business days of acceptance of the claim, and work with Subscriber to determine whether to credit, partially credit, or refuse such disputed items. Such determination shall be final and binding upon the parties.

6.5 Activation Fee. Any activation fee shall be due and payable from Subscriber to Provider immediately upon signing of this Agreement.

6.6 Late Payment. If Subscriber fails to make any payment when due then, in addition to all other remedies that may be available:

6.7 No Deductions or Setoffs. All amounts payable to Provider under this Agreement shall be paid by Subscriber to Provider in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).

7. Confidentiality.

7.1 Confidential Information. In connection with this Agreement each party (as the “Disclosing Party“) may disclose or make available Confidential Information to the other party (as the “Receiving Party“). “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, subscribers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing: all Provider Materials are the Confidential Information of Provider and the financial terms of this Agreement are the Confidential Information of Provider.

7.2 Exclusions. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

7.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

7.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 7.3; and (b) provide reasonable assistance to the Disclosing Party, at Disclosing Party’s expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 7.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

7.5 Provider will not sell Subscriber’s Confidential Information to any third parties. Provider will not intentionally and knowingly disclose Subscriber’s Confidential Information to any third party without the prior written consent of Subscriber.

7.6 Subscriber and/or any affiliate of Subscriber are strictly prohibited from selling, reselling, distributing or otherwise sharing or disclosing to any third parties Provider’s Confidential Information.

8. Ownership; Intellectual Property Rights.

8.1 Provider Materials. All right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Subscriber has no right, license, or authorization with respect to any of the Provider Materials except as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Section 3.1. All other rights in and to the Provider Materials are expressly reserved by Provider. In furtherance of the foregoing, Subscriber hereby unconditionally and irrevocably grants to Provider an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

8.2 Subscriber Data. As between Subscriber and Provider, Subscriber is and will remain the sole and exclusive owner of all right, title, and interest in and to all Subscriber Data, Third-Party Recordings, and Outputs, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 8.3. Subscriber grants Provider a non-exclusive, irrevocable, worldwide, royalty-free license during the Term to use and Process Subscriber Data and Third-Party Recordings to provide and support the Services, generate Outputs, perform troubleshooting, security, and billing, aggregate analytics, engage in machine learning modeling, make product and Services improvements, and build benchmarks in connection with the Services and Provider’s business, and to comply with Law.

8.3 Consent to Use Subscriber Data. Subscriber hereby irrevocably grants all such rights and permissions in or relating to Subscriber Data as are necessary or useful to Provider, its Subcontractors, and the Provider Personnel to enforce this Agreement and exercise Provider’s, its Subcontractors’, and the Provider Personnel’s rights and perform Provider’s, its Subcontractors’, and the Provider Personnel’s obligations hereunder.

9. Representations and Warranties.

9.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that:

9.2 Additional Provider Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Subscriber that Provider will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.

9.3 Additional Subscriber Representations, Warranties, and Covenants. Subscriber represents, warrants, and covenants to Provider, as follows:

9.4 DISCLAIMER OF WARRANTIES. ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED “AS IS.” PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET SUBSCRIBER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN SUBSCRIBER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

10. Indemnification.

10.1 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Subscriber and Subscriber’s officers, directors, employees, agents, successors, and assigns (each, a “Subscriber Indemnitee”) from and against any and all Losses incurred by a Subscriber Indemnitee resulting from any Action by a third party (other than an Affiliate of Subscriber Indemnitee) that Subscriber’s use of the Services (excluding Subscriber Data and Third-Party Materials) in accordance with this Agreement infringes or misappropriates such third party’s U.S. Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from:

10.2 Subscriber Indemnification. Subscriber shall indemnify, defend, and hold harmless Provider and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “Provider Indemnitee“) from and against any and all Losses incurred by such Provider Indemnitee resulting from any Action by a third party (other than an Affiliate of a Provider Indemnitee) that arise out of or result from, or are alleged to arise out of or result from:

10.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 10.1 or Section 10.2, as the case may be. The party seeking indemnification (the “Indemnitee“) shall cooperate with the other party (the “Indemnitor“) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice and reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 10.3 will not relieve the Indemnitor of its obligations under this Section 10, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

10.4 Sole Remedy. THIS SECTION 10 SETS FORTH SUBSCRIBER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

11. Limitations of Liability.

11.1 EXCLUSION OF DAMAGES.

11.2 CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PROVIDER AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT PAID TO PROVIDER BY SUBSCRIBER UNDER THIS AGREEMENT IN THE ONE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Term and Termination.

12.1 Initial Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect for as long as Subscriber is subscribed to receive Services from Provider pursuant to any applicable Addenda (the “Initial Term“).

12.2 Renewal Term. If this Agreement expires or is terminated and Subscriber is no longer actively subscribed to receive Services under an Addenda and, thereafter, Subscriber subscribes once again to receive Services, at that time and upon that resubscription by Subscriber this Agreement will automatically renew and continue in effect for as long as Subscriber is subscribed to received Services from Provider pursuant to such Addenda, unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term“).

12.3 Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

12.4 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

12.5 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 3.1 (Use Restrictions), Section 7 (Confidentiality), Section 9.4 (Disclaimer of Warranties), Section 10 (Indemnification), Section 11 (Limitations of Liability), Section 12.4 (Effect of Termination or Expiration), this Section 12.5 (Surviving Terms), and Section 13 (Miscellaneous).

13. Miscellaneous.

13.1 Further Assurances. On a party’s reasonable request, the other party shall, at the requesting party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.

13.2 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

13.3 Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Provider may, without Subscriber’s consent, include Subscriber’s name and other indicia in its lists of Provider’s current or former Subscribers of Provider in promotional and marketing materials.

13.4 Notices. Any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 13.4):

Notices sent in accordance with this Section 13.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the third (3rd) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

13.5 Interpretation. For purposes of this Agreement: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

13.6 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

13.7 Entire Agreement. This Agreement, the Addenda, any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the Addenda, the exhibits, schedules, attachments, and appendices attached hereto or thereto, and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its exhibits, schedules, attachments, and appendices; (b) second, the Addenda, (c) third, any exhibits, schedules, attachments, and appendices to this Agreement or the Addenda; and (c) fourth, any other documents incorporated herein by reference.

13.8 Assignment. Subscriber shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Provider’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. No assignment, delegation, or transfer will relieve Subscriber of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 13.8 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

13.9 Force Majeure.

13.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

13.11 Amendment and Modification; Waiver. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

13.12 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

13.13 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the city of Los Angeles and County of Los Angeles, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

13.14 Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

13.15 Equitable Relief. Subscriber acknowledges and agrees that a breach or threatened breach by Subscriber of any of its obligations may cause Provider irreparable harm for which monetary damages would not necessarily be an adequate remedy and that, in the event of such breach or threatened breach, Provider will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

13.16 Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

13.17 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

EXHIBIT A

CALLSOURCE OFFERINGS

CallSource offers Services including, but not limited to:

• 1. CallTrack
• 2. LeadMetrix
• 3. Results
• 4. LeadScore
• 5. Enhanced Call Processing
• 6. DealSaver
• 7. Vanity Phone Numbers
• 8. Dynamic Number Insertion
• 9. DealSaver Elite
• 10. Telephone Performance Analysis
• 11. CRM Validation
• 12. Call Coaching
• 13. Coaching Dashboard
• 14. Digital Lead Management
• 15. CS Review Platform
• 16. Service vBDC Inbound
• 17. Outbound Retention Services
• 18. Recall Advantage
• 19. CarAcquire

EXHIBIT B

ADDENDA

Forms of CallSource Offerings Addenda attached.

EXHIBIT C

CALL TRACKING RIDER

1. ADDITIONAL CALL TRACKING INFORMATION.

1.1 Subscriber acknowledges, agrees and understands that the accuracy of Provider’s reports and analysis depends upon Subscriber’s correct placement of each assigned phone number from Provider in its appropriate advertising source, and Subscriber’s provision of accurate ad budget information to Provider.

1.2 Call tracking Services optionally include a “virtual tape recorder” capable of recording certain inbound or outbound telephone calls. For certain products and Services, Provider may answer calls on behalf of the Subscriber. As with a physical tape recorder, it is the responsibility of the Subscriber to understand and comply with the consent regulations involved with call recording. IMPORTANT: RECORDED NOTIFICATION OF RECORDING IS PROVIDED ONLY ON INBOUND CALLS. IT IS THE RESPONSIBILITY OF SUBSCRIBER TO NOTIFY CALLED PARTIES IF SUBSCRIBER ELECTS TO UTILIZE OUTBOUND CALL RECORDING.

1.3 Regulations affecting call tracking Services are complicated and the penalties for infringement are strict. Therefore, it is important for the Subscriber, independent of Provider, to protect its interests. The federal government, state governments, and the Federal Communications Commission (“FCC”) have passed laws and adopted regulations that govern and regulate the recording of calls, wiretapping, and eavesdropping. It is incumbent upon Subscriber to familiarize itself with and comply with these laws and regulations in order to determine whether call recording is legal in a particular jurisdiction or in conjunction with Subscriber’s business. The most common determinant for legality and compliance with these laws and regulations is whether or not Subscriber has properly obtained consent from the party being recorded.

1.4 Laws and regulations affecting call tracking continually evolve, change or are amended. Therefore, it is imperative that the Subscriber apprise itself of the current status of the applicable laws and regulations governing call tracking services at all times and from time to time. For example, at present, approximately 11 states require all parties to a call provide informed consent to the recording, while, in many other states, only one party to the call must be aware of the call recording, even if that party is the one conducting the recording. The limit and scope of the consent, and applicable exceptions (including, but not limited to obtaining consent, caller notification, inbound versus outbound calls, conflicting state laws when two or more states are involved, etc.) vary from state to state and Subscriber should review, analyze, and comply with the laws and regulations of each. In addition to statutory recording rules, there may be state tort or invasion of privacy doctrines, consumer protection statutes, or contract/employee privacy considerations to review, analyze, and comply with. Recording conversations may also implicate data privacy rules (depending on content, especially if personal data is recorded), notice obligations, retention rules, data security, and cross-border issues.

1.5 Subscribers who serve residents of California must comply with the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 and the corresponding regulations. Other states have similar laws related to privacy, data security, and the collection, management, and sharing of personal information and Subscribers must also comply with the laws and regulations of those states as well. Subscriber shall promptly notify Provider via email to ccpa@callsource.com whenever a consumer from California, or such other state where similar laws and regulations exist, requests access to, information about, or deletion of said consumer’s personal information as may be collected by Provider on Subscriber’s behalf in connection with the Services.

1.6 The Electronic Communications Privacy Act, especially 18 U.S.C. §§ 2510–2522, governs interception and recording of wire, oral, and electronic communications at the federal level. Under federal law, one-party consent is generally sufficient (i.e. one participant in the call can consent to recording) unless some other exception or prohibition applies.

1.7 Subscriber will want to understand and comply with Telephone Consumer Protection Act (“TCPA”) other statutes and regulations about calls to consumers for marketing to consumers through telephones. The TCPA is more about unsolicited calls, autodialing, consent to calls, but can interact with recording and notices as well.

1.8 For additional information (without vouching for its accuracy), one can review The Reporters Committee for Freedom of the Press, at https://www.rcfp.org/reporters-recording-guide/.

1.9 If Subscriber’ Addenda includes LeadScore®, DealSaver®, Telephone Performance Analysis®, Coaching or other call analytics, Subscriber authorizes and instructs Provider to utilize its employees, software, and/or third-party analysts to deliver said service(s). Recordings of calls that have been analyzed for Telephone Performance Analysis, Enhanced Call Processing, LeadScore, or DealSaver are automatically deleted after thirteen (13) months. All other call recordings are automatically deleted after thirty (30) days unless the Addenda specifies otherwise.

1.10 Subscriber shall comply with all “Do Not Call List” laws and regulations.

1.11 If an Addenda includes MailMaster® addition of caller names and addresses to caller telephone numbers, Subscriber authorizes and instructs Provider to access a third-party database to append and report said data.

1.12 If Subscriber utilizes local tracking numbers instead of toll-free numbers, Subscriber acknowledges and accepts the following risks: Local numbers may be reassigned to another user by the telephone carrier that provides them. The carrier may not provide Provider with any notice of such reassignment. Further, whereas toll-free numbers can be moved from one carrier to another within seconds, it may take days or weeks to transfer a local number to an alternative carrier. This makes local numbers susceptible to carrier-specific service interruptions. Unlike toll-free numbers, with local numbers, FCC regulations prohibit Provider from displaying the originating telephone numbers of callers who utilize Caller ID Blocking.

1.13 Subscriber acknowledges, agrees and understands that Provider may review and evaluate digitized telephone calls for Provider’s internal quality assurance or at the Subscriber’s request and may utilize and publish call traffic statistics that may include data related to the Services provided to Subscriber without identifying Subscriber.

2. ADDITIONAL OBLIGATIONS; ACKNOWLEDGEMENTS.

2.1 Lists of caller phone numbers and names and addresses are provided for Subscriber’s use in contacting customers or prospects. Subscriber’s sale, resale, disclosure, distribution or use of such information other than for those limited purposes is strictly prohibited.

2.2 Subscriber hereby agrees to notify present and future Subscriber employees, contractors, and service providers that their conversations may be recorded. This notice shall be relied upon by Provider and is essential to Provider’s ability to provide the Services.

2.3 Subscriber shall notify Provider of any change in local area codes at subscribing site.

2.4 During the Term, Provider shall remain the sole owner of all phone numbers except in the case of phone numbers ported to Provider by Subscriber. Following termination or expiration of the Term, upon written request by Subscriber, Provider shall transfer, assign, and release to Subscriber phone numbers (not including Vanity Numbers) that were used in providing Services to Subscriber as long as Subscriber’s payment obligations to Provider have been paid in full. For purposes of this Agreement, “Vanity Number” means a toll-free number that begins with area code “800”, a toll-free number with digits that repeat or that form an easy-to-remember sequence or pattern, or a toll-free number with digits that form a word or name on the alphanumeric keypad of a telephone. A word or name translation may be shorter than or may extend past a phone number’s seven digits. Vanity Numbers may only be transferred, assigned, or released to Subscriber pursuant to a separate agreement or addendum. Except as otherwise provided herein, Provider retains ownership of all Vanity Numbers and will not assign, transfer, or release them to Subscriber.

2.5 Subscriber shall place each Provider phone number in a unique marketing source or ad campaign.

2.6 If Subscriber chooses a toll-free target phone number, Provider is not responsible or liable for any loss of service.

2.7 Although Provider uses reasonable efforts to provide and maintain tracking phone numbers, errors can occur. Subscriber expressly assumes the final responsibility to test all tracking phone numbers before publishing them and to promptly notify Provider of any problems arising during the Term.

2.8 Subscriber acknowledges that, like all phone numbers, Provider tracking phone numbers may receive unwanted calls due to misdials, solicitations, or various forms of autodialed “hacking” or “spam” calls. Subscriber agrees to pay for all calls, regardless of their source or nature.

2.9 Individual phone numbers may be added as needed or cancelled upon four (4) week prior written notice. Mid-cycle changes will be prorated in two-week increments.

2.10 Additional feature(s) may be obtained upon written request for an additional fee. Additional toll-free numbers, additional blocks of minutes, and additional name/address matches will be billed monthly.

2.11 Following termination or expiration of the Term, upon written request by Subscriber, Provider shall transfer, assign, and release tracking numbers to Subscriber (excluding “vanity”, “repeaters”, and “true 800” numbers). A transfer fee of fifty dollars ($50) per number will apply.

2.12 Due to expense and inherent delays in the transfer process, Provider recommends against the transfer of local numbers from Subscriber’s current RespOrg or carrier. However, should Subscriber request such a transfer, Provider will attempt to port in Subscriber’s local telephone number(s). Subscriber acknowledges that, due to carrier charges and administrative expense, a one-time fee of fifteen dollars ($15.00) will apply to each such number. In addition, Subscriber acknowledges that, due to frequent processing delays on the part of the releasing carrier, the port-in of a number may require several weeks to complete, and this process is not in Provider’s control.