Telgorithm Terms of Service

Last Updated: October 2, 2026 · Effective: October 2, 2026

Please read these Terms of Service (these “Terms”) carefully before using the Subscription Services offered by Telgorithm Inc., a Delaware corporation (“Telgorithm”, “we”, “us” or “our”). These Terms set forth the legally binding terms and conditions for your (“Customer” or “you”) access to and use of the Subscription Services. By accepting these Terms (including by checking the acceptance box and clicking to accept at sign-up), or by otherwise accessing or using the Subscription Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, do not access or use the Subscription Services. Telgorithm and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”. These Terms are effective as to you on the date you first accept them (the “Effective Date”), and the most recent version posted when you accept governs your acceptance. Capitalized terms not defined in these Terms have the meanings given on Telgorithm’s pricing page at https://www.telgorithm.com/pricing or in your account.

1. Definitions

“Balance” means the amount of money you have paid to Telgorithm, less the Fees and Pass-Through Charges deducted against that amount for your use of the Subscription Services.

“Customer Data” means all information, data, content and other materials, in any form or medium, that is provided or otherwise uploaded, by or on behalf of you, through the Subscription Services or to Telgorithm in connection with your use of the Subscription Services, but excluding, for clarity, Service Information and any other Telgorithm IP.

“Documentation” means instructions, on-line help files, technical documentation and user manuals made available by Telgorithm for the Subscription Services.

“Emergency Services” means services that allow a user to connect with emergency services personnel or public safety answering points (e.g., 911 or E911 services).

“Message” or “Messages” means an SMS Message or an MMS Message sent or received through the Subscription Services.

“MMS Message” or “MMS” means a multimedia message (which may include images, audio, video, or other media) transmitted to mobile subscribers in any format supported by Telgorithm and chosen by you.

“Participating Carrier” has the meaning given in Part C of the AUP.

“Participating Carrier Requirements” means the then-current messaging codes of conduct, guidelines, and requirements of the Participating Carriers, including those set out in Part C of the AUP and its Appendix 1.

“Service Level Credit” means the dollar credit that Telgorithm will credit to a Customer’s eligible account, calculated as set forth in the SLA (as defined below) located at https://legal.telgorithm.com/en/service-level-agreement.

“SMS Message” or “SMS” means a set of systematized textual and numeric characters (text) transmitted to mobile subscribers in any format supported by Telgorithm and chosen by you.

“Subscription Services” means Telgorithm’s cloud-based platform for the sending of Application-to-Person (A2P) type messaging (including SMS and MMS Messages) via standard 10-digit long code (10DLC) phone numbers and standard toll-free phone numbers, together with any related voice functionality Telgorithm makes available, as more particularly described in your account.

“Telgorithm IP” means the Subscription Services, the underlying software, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Subscription Services, the Documentation and Service Information (as defined below), all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all intellectual property rights in and to any of the foregoing.

2. Subscription Services

(a) Right to Use. Subject to your compliance with these Terms, the Telgorithm Acceptable Use Policy located at https://legal.telgorithm.com/en/acceptable-use-policy (the “AUP”), and the Data Processing Addendum located at https://legal.telgorithm.com/en/data-processing-addendum (the “DPA”), Telgorithm grants to you a limited, non-exclusive, non-transferable (except pursuant to Section 13(a) (Assignment)) right to use the Subscription Services during the applicable Term, solely for your internal business purposes. Telgorithm reserves, and as between the Parties will solely own, the Telgorithm IP and all rights, title and interest in and to the Telgorithm IP. No rights are granted to you hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

(b) Customer Responsibilities. You will: (i) be responsible for all use of the Subscription Services under your account, including any Customer Data or applications that interface with the Subscription Services; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services and promptly notify Telgorithm of any such unauthorized access or use; (iii) obtain and maintain any equipment and software necessary to access the Subscription Services; (iv) cooperate with Telgorithm regarding the installation of any equipment or software required for the Subscription Services and provide Telgorithm with advance notice of any material changes to your systems that may affect your access to or use of the Subscription Services; and (v) use the Subscription Services only to send messages to recipients located in the United States and Canada, and not to process the personal data of individuals located in the European Union or the United Kingdom.

(c) Use Restrictions. You will not, and will not permit any person or entity (including, without limitation, Authorized Users (as defined below)) to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Subscription Services or the Documentation; (ii) reverse engineer, decompile, decode, disassemble or otherwise attempt to probe, scan, derive or gain improper access to, or otherwise test the vulnerability of, any software component of the Subscription Services, in whole or in part (including any security or authentication measures); (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Subscription Services to any other person or entity, or otherwise allow any person or entity to use the Subscription Services for any purpose other than for your benefit in accordance with these Terms (subject to Section 2(d) (Platform Use)); (iv) use the Subscription Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person or entity, or that violates any applicable law; (v) access or search the Subscription Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Subscription Services features provided by Telgorithm for use expressly for such purposes; (vi) use the Subscription Services, Documentation or any other Telgorithm Confidential Information for benchmarking or competitive analysis, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Subscription Services; (vii) use the Subscription Services to access or allow access to Emergency Services; (viii) create a false identity or attempt to mislead others as to the identity of the sender or the origin of any data or communications; or (ix) otherwise use the Subscription Services in violation of the AUP or outside the scope expressly permitted under these Terms.

(d) Platform Use. Notwithstanding the Use Restrictions above, if Customer is a software platform or independent software vendor that integrates the Subscription Services as messaging infrastructure within Customer’s own application or service, Customer may make the resulting messaging functionality available to its own end customers and clients (“Customer Clients”) as part of that application or service, provided that (i) Customer remains fully responsible for its Customer Clients’ access and use and for their compliance with these Terms and the AUP as if such use were Customer’s own, and (ii) all such use complies with the Participating Carrier Requirements. For clarity, this Section 2(d) does not permit Customer to resell, white-label, sublicense, or otherwise make the Subscription Services available on a standalone basis, or to build or offer any product or service that competes with the Subscription Services.

(e) Authorized Users. You will not allow any person or entity other than your employees or contractors that you authorize to use the Subscription Services on your behalf (“Authorized Users”). You may permit Authorized Users to use the Subscription Services, provided that you are responsible for all acts or omissions by your Authorized Users in connection with their use of the Subscription Services and their compliance with the terms and conditions of these Terms and the AUP, including, without limitation, with your obligations and the restrictions set forth in this Section 2.

(f) Non-Compliance; Suspension. If Telgorithm reasonably determines that your use of the Subscription Services does not comply with the obligations set forth in these Terms (including the AUP), Telgorithm may suspend the Subscription Services (or the affected portion) without prior notice to you where reasonably necessary to prevent harm, comply with law or carrier requirements, or protect the Subscription Services; and Telgorithm will restore the Subscription Services promptly after the basis for suspension is resolved.

(g) Affiliates. Any entity that directly or indirectly controls, is controlled by, or is under common control of Customer (“Affiliate”) will have the right to open its own account, and these Terms will apply to each such account as if such Affiliate were a signatory to these Terms. With respect to such accounts, such Affiliate becomes a party to these Terms and references to Customer in these Terms are deemed to be references to such Affiliate. Each account is a separate obligation of the Customer entity that opens such account, and no other Customer entity has any liability or obligation under such account.

(h) Rate and Volume Limits. Telgorithm may apply rate, throughput, and volume limits to Customer’s use of the Subscription Services, including per-account and per-campaign sending allocations, message throughput and concurrency limits, and daily or other volume caps, as determined by Telgorithm, Participating Carriers, or The Campaign Registry. Telgorithm may add, modify, or remove such limits at any time, including to comply with Participating Carrier Requirements or The Campaign Registry rules, to protect the security, integrity, or availability of the Subscription Services, or to manage network capacity. Telgorithm’s application of limits in accordance with this Section 2(h) is a permitted exercise of its rights and does not constitute a suspension of, or a breach or failure to provide, the Subscription Services.

3. Support

Telgorithm will provide technical support for the Subscription Services as described in the SLA located at https://legal.telgorithm.com/en/service-level-agreement (the “SLA”), which may be updated from time to time in accordance with Section 13(c). Support is provided on a commercially reasonable efforts basis, and the SLA does not establish any support-availability, response-time, or resolution-time commitment.

4. Fees

(a) Fees; Prepaid Balance. The Subscription Services are prepaid. You will pay the fees set out on Telgorithm’s pricing page at https://www.telgorithm.com/pricing (“Fees”) and any applicable Pass-Through Charges by maintaining a positive prepaid Balance. Telgorithm will credit your Balance upon receipt of payment and will deduct Fees and Pass-Through Charges from your Balance as they are incurred. You authorize Telgorithm to automatically charge your payment method on file (credit card or ACH) to establish and replenish your Balance, including on an automatic recurring basis when your Balance falls below the threshold set in your account. You may disable automatic recharge at any time in your account. Disabling automatic recharge does not affect your obligation to maintain a positive Balance or Telgorithm’s right to charge your payment method on file for Fees or Pass-Through Charges already incurred, including any shortfall. All Fees are quoted and payable in U.S. dollars, without offset or deduction. To the extent permitted by applicable law and card network rules, a processing fee of up to three percent (3%) of the payment amount applies to credit card payments; debit card and ACH payments incur no such fee. You are responsible for any fees incurred due to returns, chargebacks, or declines, currently thirty-five dollars ($35.00) per occurrence and subject to change. If your Balance is insufficient to cover incurred Fees or Pass-Through Charges, or an automatic recharge fails, Telgorithm may suspend the Subscription Services until your Balance is restored. Any shortfall is due and payable within ten (10) days of Telgorithm’s notice of the shortfall, and you authorize Telgorithm to charge your payment method on file for the shortfall, whether or not automatic recharge is enabled. The Balance is a non-refundable prepayment for the Subscription Services. The Balance is not a deposit and is not a gift card, gift certificate, stored-value account, or other payment instrument, and is not redeemable or refundable for cash. Except for amounts resolved in your favor as described in Section 4(e) (Billing Disputes), all amounts applied to your Balance are non-refundable. Your Balance does not expire and remains available for use toward the Subscription Services for as long as these Terms remain in effect, and Telgorithm does not impose dormancy, inactivity, or maintenance fees on your Balance. Any Balance remaining upon expiration, termination, or closure of your account is non-refundable. Telgorithm may change its Fees or institute new charges at any time by posting updated pricing on its pricing page, effective upon posting. Pass-Through Charges are governed by Section 4(c) and take effect without prior notice to Customer. Adjustments to return, chargeback, or decline fees are not changes to Fees and may be updated at any time.

(b) Fee Calculations. For determining the Per Message Fee (as set out on Telgorithm’s pricing page), SMS and MMS messages with a greater number of characters than can be delivered in a single message, as defined by industry standards, may be segmented into multiple smaller messages, and Customer will be billed for each such segment. Maximum character length per segment varies depending on the character set encoding used in the body of the message. Further, for determining the Per Minute Fee for voice services (as set out on Telgorithm’s pricing page), each minute of a voice call will be deemed a “Minute”; provided that voice calls beginning and ending in fewer than six (6) seconds will not be deemed one Minute. Notwithstanding the foregoing, if Telgorithm reasonably determines that Customer has used the Subscription Services to place, receive or facilitate voice calls fewer than six seconds in length in an unreasonably high volume, Telgorithm may charge Customer for such voice calls as though each were one Minute.

(c) Pass-Through Charges. In the event that there are set-up or leasing charges, message termination charges, campaign or DCA approval charges, or other charges, fines, penalties, assessments, surcharges, or violation fees levied on Telgorithm by mobile operators, The Campaign Registry, or third party service providers in connection with Customer’s messaging traffic, Customer’s use of the Subscription Services, or Customer’s non-compliance with these Terms, the AUP, or applicable mobile operator or The Campaign Registry requirements, such amounts (collectively, “Pass-Through Charges”) will be passed through to Customer at the same rate charged to Telgorithm or, in the case of fines, penalties, assessments, surcharges, or violation fees, in the amount assessed against Telgorithm and attributable to Customer as reasonably determined by Telgorithm. For clarity, brand and campaign registration fees and other amounts charged directly to Customer by The Campaign Registry are billed by The Campaign Registry, not by Telgorithm, and such amounts are not Fees or Pass-Through Charges under these Terms. Charges assessed by such operators or service providers are subject to change and may include interest or exchange rate differential. Pass-Through Charges apply as of the date the underlying charge takes effect or is assessed as to Telgorithm, and may change at any time without prior notice to Customer. Customer agrees to pay all Pass-Through Charges incurred by Telgorithm as described in this Section 4(c).

(d) Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Telgorithm. Customer will not withhold any taxes from any amounts due to Telgorithm.

(e) Billing Disputes. Fees are calculated from data recorded or logged by Telgorithm, and Pass-Through Charges from the amounts charged to Telgorithm by the applicable third party together with such data, and Telgorithm’s usage records and charges (based on UTC) will be presumed correct absent manifest error or a timely dispute. You may dispute a charge in good faith by notifying Telgorithm in writing within thirty (30) days of the date the corresponding amount is deducted from your Balance or, if not deducted, the date Telgorithm notifies you of the amount, whichever occurs first, describing the disputed amount and the basis for the dispute. The Parties will work together in good faith to resolve the dispute promptly. For any amount resolved in your favor, Telgorithm will credit your Balance or, at your request, refund the amount to your original payment method. Undisputed amounts remain due, and raising a dispute does not relieve you of the obligation to maintain a sufficient Balance for undisputed amounts.

5. Customer Materials and Data; Security

(a) Customer Data. As between you and Telgorithm, you own and retain all right, title and interest in and to all Customer Data. You grant Telgorithm a non-exclusive right to host, store, use, copy, display, modify, transmit, and disclose Customer Data to Participating Carriers and other telecommunications providers, aggregators, and Telgorithm’s subprocessors as necessary to provide and improve the Subscription Services during the Term (as defined below). This license survives expiration or termination of these Terms solely to the extent, and for the periods, necessary for Telgorithm to (i) retain archival and backup copies in accordance with the DPA, (ii) maintain billing, usage, transaction, and collections records, (iii) resolve disputes and enforce these Terms, and (iv) comply with applicable legal, tax, and regulatory obligations. In addition, Telgorithm may develop or derive data or insights in deidentified form from (i) any Customer Data or (ii) your and/or your Authorized Users’ use of the Subscription Services, including, without limitation, any usage data or trends with respect to the Subscription Services (“Service Information”).

(b) Feedback. Customer may from time to time provide Telgorithm suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Subscription Services. Telgorithm will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Telgorithm will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

(c) Data Security. Telgorithm will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Data; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. The Processing of Customer Personal Data (each as defined in the DPA) is further governed by the DPA, which is incorporated into and forms part of these Terms.

(d) Network Security. You acknowledge that the Internet and telecommunications providers’ networks are inherently insecure. Accordingly, you agree Telgorithm is not liable for any changes to, interception of, or loss of Customer Data while in transit via the Internet or a telecommunications provider’s network.

6. Representations and Warranties

(a) Authority to Enter. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into these Terms; and (ii) the execution, delivery and performance of these Terms by it have been duly authorized by all necessary actions and do not violate its organizational documents.

(b) Customer Representations. You represent and warrant that: (i) Telgorithm’s use of the Customer Data in accordance with these Terms will not violate any applicable laws or regulations or infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between you and any third party; (ii) you have all consents, permissions and rights necessary to provide any information, data or other materials that you provide hereunder, and to permit Telgorithm to use and disclose the same as contemplated hereunder; and (iii) you are a software platform and a Campaign Service Provider (CSP) registered and in good standing with The Campaign Registry, and are accessing and using the Subscription Services solely for your business purposes and not as a consumer.

7. Term

These Terms begin on the date you first accept them (including by checking the acceptance box and clicking to accept at sign-up) and continue on a month-to-month basis until terminated by either Party as permitted in these Terms (the “Term”). There is no minimum term or commitment. Customer may stop using and close its account at any time, and either Party may terminate for convenience effective at the end of the then-current calendar month by providing written notice to the other Party.

8. Termination

Either Party may terminate these Terms, effective on written notice to the other Party, if the other Party materially breaches these Terms and, if able to be cured, such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach. Telgorithm may further terminate these Terms immediately upon written notice to you in the event that you breach Section 2 (Subscription Services) or the AUP, or infringe or otherwise violate Telgorithm’s intellectual property rights in and to the Subscription Services.

9. Effect of Termination

(a) Return of Confidential Information. Upon expiration or termination of these Terms: (i) except as permitted by Section 5(a) (Customer Data) and the DPA, each Party will make no further use of any Confidential Information belonging to the other Party, and will promptly return to the other Party (or destroy) all Confidential Information of the other Party in its possession or control, except for any archived electronic communications which may be stored confidentially, and except that each Party may retain copies of Confidential Information contained in routine backups and as reasonably necessary to comply with applicable law or to establish, exercise, or defend legal claims, in each case subject to the confidentiality obligations of these Terms; (ii) your and your Authorized Users’ right to use the Subscription Services will immediately terminate; and (iii) all Fees and Pass-Through Charges incurred by you will be immediately due and deducted from your Balance, with any shortfall due and payable as provided in Section 4(a), and any remaining Balance is non-refundable, except for amounts resolved in your favor as described in Section 4(e) (Billing Disputes).

(b) Survival. The rights and obligations of Telgorithm and Customer contained in Section 1 (Definitions), Section 4 (Fees), Section 5 (Customer Materials and Data; Security), Section 9 (Effect of Termination), Section 10 (Confidentiality), Section 11 (Disclaimer; Limitation of Liability), Section 12 (Indemnification), and Section 13 (Miscellaneous) will survive any expiration or termination of these Terms.

10. Confidentiality

(a) Confidentiality. As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with these Terms, whether orally or in writing, that is designated as confidential or that reasonably should be considered confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Subscription Services and the Documentation will be deemed Confidential Information of Telgorithm. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under these Terms; provided that Telgorithm may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Service Information. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under these Terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in these Terms; or (ii) as required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

(b) Exclusions. Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of these Terms by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party, as can be evidenced in writing; or (iv) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure.

11. Disclaimer; Limitation of Liability

(a) Disclaimer. THE SUBSCRIPTION SERVICES AND OTHER TELGORITHM IP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELGORITHM MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TELGORITHM DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

(b) Limitation of Liability. EXCEPT FOR (I) BREACH OF SECTION 10 (CONFIDENTIALITY), (II) BREACH OF YOUR PAYMENT OBLIGATIONS, AND (III) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS. IN NO EVENT WILL TELGORITHM’S TOTAL CUMULATIVE LIABILITY TO YOU OR YOUR AUTHORIZED USERS ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS EXCEED THE FEES ACTUALLY PAID BY YOU TO TELGORITHM IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM, LESS ALL AMOUNTS PAID BY TELGORITHM TO YOU FOR ALL PAST CLAIMS UNDER OR RELATED TO THESE TERMS, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

(c) No Liability for Inaccuracies. Customer agrees that, in addition to the limitations of liability set forth in these Terms, Telgorithm shall not be liable for inaccuracies in the delivery of SMS or MMS text messaging provided to Customer caused by reasons outside of Telgorithm’s control.

(d) Beta Products. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO USE ALPHA OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”). THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. TELGORITHM PROVIDES NO INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR TELGORITHM MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.

12. Indemnification

(a) Indemnification by Telgorithm. Subject to Section 12(b) (Exclusions), Telgorithm will defend you against any claim, suit or proceeding brought by a third party (“Claims”) alleging that your use of the Subscription Services infringes or misappropriates such third party’s intellectual property rights, and will indemnify and hold you harmless against any damages and costs awarded in a final judgment against you or agreed in settlement by Telgorithm (including reasonable attorneys’ fees) resulting from such Claim.

(b) Exclusions. Telgorithm’s obligations under Section 12(a) will not apply if the underlying Claim arises from or as a result of: (i) your breach of these Terms, negligence, willful misconduct or fraud; (ii) any Customer Data; (iii) your failure to use any enhancements, modifications, or updates to the Subscription Services that have been provided by Telgorithm; (iv) modifications to the Subscription Services by anyone other than Telgorithm; or (v) combinations of the Subscription Services with software, data or materials not provided by Telgorithm.

(c) Indemnification by You. You will defend, indemnify and hold harmless Telgorithm from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded in a final judgment against Telgorithm, and amounts agreed to in settlement, to the extent arising from a Claim against Telgorithm that: (i) the Customer Data, or its use by Telgorithm in accordance with these Terms, infringes, misappropriates or violates a third party’s intellectual property rights or rights of publicity or privacy, or results in the violation of any applicable law or regulation; (ii) is based on your or an Authorized User’s use of the Subscription Services or Documentation to the extent such use was not in accordance with these Terms; (iii) is based on the manufacture, sale, distribution or marketing of any of your products or services; or (iv) is based on a breach of Section 2(c) (Use Restrictions) by you.

(d) Procedure. Each Party’s obligations under this Section 12 are contingent upon: (i) the Party seeking defense and indemnity (the “Indemnified Party”) providing the other Party (the “Indemnifying Party”) with prompt written notice of such Claim (but in any event notice in sufficient time for the Indemnifying Party to respond without prejudice); (ii) the Indemnifying Party having the exclusive right to defend or settle such Claim; and (iii) the Indemnified Party providing all reasonably necessary cooperation to the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and settlement of such Claim. The Indemnified Party may participate in the defense of any Claim at its own expense.

13. Miscellaneous

(a) Assignment. You may not assign these Terms without Telgorithm’s prior written consent, except to a successor in a merger, consolidation, or sale of all or substantially all of your assets; any attempted assignment without consent is void. Telgorithm may assign these Terms without restriction. These Terms bind and inure to the benefit of the Parties and their successors and permitted assigns.

(b) Order of Precedence. In the event of a conflict, the following order of precedence governs: (i) these Terms; (ii) the DPA (with respect to the Processing of Customer Personal Data); (iii) the SLA; and (iv) the AUP; provided that the DPA controls over these Terms with respect to the Processing and retention of Customer Personal Data.

(c) Amendments. Telgorithm may update these Terms, the DPA, the SLA, and the AUP from time to time by posting a revised version of the applicable document with a new “Last Updated” date, effective on the date posted or on such later date as Telgorithm states in the revised document or the notice, and, for material changes, will provide notice by email or in-account; provided that updates to the AUP reflecting Participating Carrier Requirements or The Campaign Registry rules take effect upon posting and are not subject to the foregoing notice requirement. The most recent version of each such document posted when you accept governs your acceptance, and your continued use of the Subscription Services after the effective date of an update constitutes acceptance of the updated document. If you do not agree to an update, your sole remedy is to stop using and close your account.

(d) Export; Sanctions. You represent that you are not named on any U.S. government denied-party list and agree to comply with all applicable U.S. export control and sanctions laws (“Export Laws”).

(e) Force Majeure. Neither Party is liable for delays or failures due to causes beyond its reasonable control, except for payment obligations.

(f) Severability; Waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect. A Party’s failure to enforce any provision does not waive future enforcement; waivers must be in writing agreed by both Parties.

(g) Governing Law; Venue. These Terms are governed by California law, excluding conflict of laws principles; the UN Convention on Contracts for the International Sale of Goods does not apply. Any legal action will be brought exclusively in the federal or state courts located in Los Angeles County, California, and the Parties consent to jurisdiction therein.

(h) Government Use. Telgorithm provides the Subscription Services for federal government end use solely in accordance with these Terms; government use is restricted accordingly, and the Subscription Services were developed at private expense.

(i) Entire Agreement. These Terms, together with the AUP, the DPA, and the SLA, constitute the entire agreement between the Parties and supersede all prior agreements on this subject matter. Nothing herein creates a partnership, joint venture, or agency relationship.

(j) Notices. Notices must be in writing (email sufficient) and are effective when sent to the email address associated with your account (for you) or to legal@telgorithm.com (for Telgorithm).