Terms of Service Addendum
Last Updated: September 25, 2026
This AgentNode Terms of Service Addendum (this “Addendum”) is entered into between Whiteworth Inc. (“Whiteworth,” “Provider,” “we,” “us,” or “our”) and the company or person accessing or using the AgentNode website, platform, or related services (“Customer,” “you,” or “your”). Whiteworth owns and operates the AgentNode website, platform, and related services (collectively, “AgentNode” or the “Cloud Service”).
This Addendum supplements and amends the Common Paper Cloud Service Agreement Standard Terms Version 2.1, available at https://commonpaper.com/standards/cloud-service-agreement/2.1/ (the “Standard Terms”). Together, this Addendum and the Standard Terms govern Customer’s access to and use of AgentNode.
For purposes of the Standard Terms, this Addendum constitutes the electronically accepted Cover Page and Key Terms and identifies Provider, Customer, the Cloud Service, the Subscription Period, the Fees, the Payment Process, the applicable agreement variables, and the other commercial terms governing AgentNode. References in the Standard Terms to the Cover Page, Key Terms, or Order Form mean this Addendum and the applicable plan and pricing information presented to Customer at signup or otherwise expressly accepted by Customer. No separate Common Paper cover page applies unless the parties expressly accept one as part of the same agreement.
If a term of this Addendum conflicts with or differs from a term of the Standard Terms, this Addendum controls to the extent of that conflict or difference. Except as expressly modified by this Addendum, the Standard Terms remain in full force and effect. Capitalized terms not defined in this Addendum have the meanings given in the Standard Terms.
By affirmatively clicking to accept this Addendum and the incorporated Standard Terms at signup, Customer accepts and agrees to be bound by both documents. If an individual accepts this Addendum on behalf of a company or other entity, that individual represents and warrants that they have authority to bind that entity, and “Customer,” “you,” and “your” refer to that entity.
1. Modifications to Agreement Variables
For purposes of the Standard Terms:
(a) The Governing Law is the law of the State of Delaware.
(b) The Chosen Courts are the state and federal courts located in Delaware, subject to the arbitration provisions in Section 13 of this Addendum.
(c) The General Cap Amount is the Fees paid or payable by Customer to Provider during the 12-month period immediately before the claim.
(d) Provider Covered Claims means any action, proceeding, or claim that the Cloud Service, when used by Customer according to this Addendum and the Standard Terms, violates, misappropriates, or otherwise infringes upon another person’s intellectual-property or other proprietary rights.
(e) Customer Covered Claims means any action, proceeding, or claim that: (i) the Customer Content, when used according to this Addendum and the Standard Terms, violates, misappropriates, or otherwise infringes upon another person’s intellectual-property or other proprietary rights; or (ii) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer) of the Standard Terms or Sections 6 through 11 of this Addendum.
(f) Unlimited Claims include: (i) Customer’s indemnification obligations under the Standard Terms and this Addendum; (ii) Customer’s breach of Sections 6 through 11 of this Addendum, including Customer’s consent warranties; (iii) Customer’s violation of applicable law; and (iv) Customer’s obligations for carrier, aggregator, registry, governmental, and other third-party charges, penalties, and assessments under this Addendum.
(g) Provider’s notice address is legal@goagentnode.com. Customer’s notice address is the main email address on Customer’s account.
(h) The Effective Date and Order Date are the dates Customer affirmatively accepts this Addendum at signup. The Subscription Period is one month beginning on the Order Date and renewing as stated in Section 4. The Non-Renewal Notice Date is the end of the calendar day immediately preceding the last calendar day of the then-current Subscription Period, measured in Eastern Time. Notwithstanding Section 5.1 of the Standard Terms, notice of non-renewal is timely if given no later than the Non-Renewal Notice Date as provided in Section 4. Fees, applicable Product tier, included Credits, and usage rates are the amounts displayed to Customer at signup and on the applicable pricing page, subject to Section 4. The Payment Process is automatic monthly charging of Customer’s payment method on file, with usage-based charges, overages, and applicable third-party charges billed as stated in Section 4. For purposes of Section 1.2 of the Standard Terms, Technical Support is as described in the support information made available to Customer at signup or in the Cloud Service; no particular response time is promised unless Provider expressly agrees otherwise in writing.
2. Definitions
For purposes of this Addendum:
(a) “Authorized User” means an individual who is an employee, contractor, owner, officer, agent, or other representative of Customer whom Customer authorizes to access and use the Cloud Service through Customer’s account for Customer’s internal real-estate business purposes.
(b) “Campaign” means a messaging program, automation, use case, or other messaging activity configured, registered, submitted, initiated, or used through the Cloud Service, including the associated Customer Profile, sender identity, telephone number, recipient list, content, templates, message flow, opt-in method, opt-out method, HELP or customer-care instructions, and other registration details.
(c) “Customer Instructions” means every instruction, configuration, prompt, CRM import, tag, upload, webhook, API call, integration setting, field mapping, recipient list, calendar connection, routing rule, automation trigger, template, knowledge-base entry, script, or other action by or for Customer through the Cloud Service or a connected service.
(d) “Customer Materials” means all prompts, CRM fields, scripts, templates, customer-service directions, knowledge bases, uploaded documents, property descriptions, images, links, listing information, pricing, availability, agent information, calendar data, qualification criteria, routing instructions, follow-up rules, and other materials supplied, imported, connected, approved, or made available by Customer or an Authorized User.
(e) “Customer Profile” means the business, personal, contact, billing, registration, Campaign, sender-identity, and other information that Customer or an Authorized User submits through the signup process, account settings, a connected service, or otherwise to Provider.
(f) “Transitional Campaign” means a campaign, sender identity, number, or registration maintained by Provider or its affiliates that Provider temporarily permits Customer to use while Customer’s own campaign registration is pending or otherwise unavailable.
3. AgentNode Service
AgentNode is an AI-enabled platform that enables Customer to manage lead communications, configure and assign messaging automations, generate and send AI-assisted SMS communications, manage conversations and contacts, place outbound and receive inbound human-conducted telephone calls, schedule and track bookings, and synchronize specified activity with Customer’s connected third-party systems. If Customer enables call recording, the Cloud Service may record calls and process transcripts for AI-assisted summaries, CRM updates, and follow-up drafts as described in Section 6.10. Access is provided on a credit-based subscription.
The Cloud Service is a communications, automation, lead-management, and booking tool only. Provider does not provide professional, legal, regulatory, compliance, brokerage, lending, appraisal, inspection, title, insurance, fiduciary, agency, or transaction advice or services.
4. Subscription, Fees, Credits, and Payment
Customer’s Subscription Period is one month and will automatically renew for successive one-month periods unless either party gives the other notice of non-renewal no later than the Non-Renewal Notice Date specified in Section 1(h). For clarity, notice given by 11:59 p.m. Eastern Time on that date is timely for the then-current Subscription Period; later notice takes effect at the end of the next Subscription Period unless the parties agree otherwise. Except for the special rule governing pricing and Credit consumption-rate notices in this Section 4, notice is given under Section 12.9 of the Standard Terms.
Certain parts of the Cloud Service have different pricing plans, which are available at https://goagentnode.com/pricing. Customer will pay Provider the applicable Fees based on Customer’s Product tier and usage. Provider may change subscription or other Product pricing in its discretion only after giving Customer at least 30 days’ prior written notice before the subscription renewal date on which the change first applies. No change will take effect for Customer before the first subscription renewal occurring at least 30 days after the notice; if the next renewal occurs sooner, the then-current pricing will apply to that renewal.
Customer authorizes Provider to bill and charge Customer’s payment method on file monthly for immediate payment or deduction, without further approval, for all applicable subscription fees, usage-based charges, overages, Credits, carrier and registry charges, taxes, and other amounts due under the Standard Terms or this Addendum.
Credits are prepaid units consumed by messages, calls, and other billable actions. Credits are allocated at the start of each subscription period, expire at the end of that subscription period, do not roll over, are non-refundable, and have no cash value, except where a refund is required by applicable law or expressly required under the Standard Terms or this Addendum. Termination or suspension for cause forfeits unused Credits. Provider may change Credit consumption rates in its discretion only after giving Customer at least 30 days’ prior written notice before the subscription renewal date on which the change first applies. A changed rate will not take effect for Customer before the first subscription renewal occurring at least 30 days after the notice; if the next renewal occurs sooner, the then-current rate will continue to apply until that later renewal.
In addition to Cloud Service Fees and Credits, Customer is responsible for all carrier, network, aggregator, campaign-registry, telephone-number, registration, verification, throughput, messaging, compliance, pass-through, and other third-party fees, charges, assessments, and taxes attributable to Customer’s account, Campaigns, sender identities, telephone numbers, messages, or use of the Cloud Service. Provider may charge these amounts to Customer’s payment method or invoice Customer for them, whether the charges arise before or after a carrier, aggregator, campaign registry, or other third party approves, suspends, rejects, filters, blocks, terminates, or otherwise acts on a Campaign, sender identity, or telephone number. Such amounts are non-refundable to the maximum extent permitted by applicable law. Provider may adjust separately itemized third-party pass-through charges when upstream charges change, on notice to Customer as required by the Standard Terms or applicable law. This sentence does not permit Provider to change subscription pricing, other Product pricing, or Credit consumption rates without complying with the 30-day written-notice requirements above. Notwithstanding Section 12.2 of the Standard Terms, Customer’s acceptance of this Addendum authorizes the prospective pricing and Credit consumption-rate changes expressly described in this Section 4 upon the required written notice, without a further signature or electronic acceptance, to the extent permitted by applicable law. No other amendment to the Agreement is authorized by this sentence. Notwithstanding Section 12.9 of the Standard Terms, a pricing or Credit consumption-rate notice under this Section 4 is given when Provider sends it by email to Customer’s then-current notice address under Section 1(g), provided the message is not returned as undeliverable. Confirmed delivery or acknowledgment by Customer is not required for this Section 4 notice. Provider will retain a record of the notice, its contents, the destination address, and the date and time sent. A posting on the pricing page alone does not constitute this written notice.
5. Permitted Use and Restrictions
Customer may use the Cloud Service only: (a) for communications to United States telephone numbers; (b) through Authorized Users on Customer’s account, without credential sharing; (c) for Customer’s own real-estate business, consistent with the registered messaging use case for Customer’s Campaigns when SMS messaging is used; and (d) in compliance with this Addendum, the Standard Terms, applicable law, and the carrier, aggregator, campaign-registry, telecommunications, and messaging-industry requirements applicable to the feature used.
Customer may not resell, sublicense, white-label, or provide the Cloud Service or messaging services to a third party, or use the Cloud Service to send messages on behalf of a third party, unless Provider expressly agrees otherwise in writing.
Customer may not use the Cloud Service for or in connection with: (a) sex, hate, alcohol, firearms, tobacco, cannabis, gambling, high-risk lending, debt collection, debt settlement, credit repair, or other prohibited or restricted content; (b) unlawful, misleading, deceptive, abusive, fraudulent, harassing, discriminatory, threatening, or spam-related conduct; (c) purchased, rented, sold, shared, scraped, harvested, or appended contact lists; (d) lead generation or lead sharing for third parties; (e) phishing, malware, deceptive links, misleading sender-identification information, or evasion of carrier filtering; (f) snowshoe sending, number cycling, URL cycling, public link shorteners used to obscure message destinations, or other tactics designed to evade carrier, aggregator, registry, or legal controls; or (g) any activity prohibited by a carrier, aggregator, campaign registry, or applicable law.
6. Messaging Compliance
6.1 Customer Control and Responsibility
Customer controls the recipients, lead sources, Campaigns, messaging automations, prompts, content instructions, sending schedules, opt-out language, quiet-hour settings, sender identity, and other configuration choices for messages transmitted through the Cloud Service. Customer is solely responsible for each message sent through the Cloud Service, whether drafted by an Authorized User, generated or modified using AI functionality, sent pursuant to a Customer-configured automation, or sent through a Transitional Campaign.
As between the parties, Customer is the sender, initiator, and seller, if applicable, of every message transmitted through the Cloud Service for Customer’s benefit, including messages sent through Customer-configured automations and Transitional Campaigns. Provider provides technology at Customer’s direction and does not assume Customer’s legal, regulatory, contractual, or operational obligations relating to Customer’s communications, leads, recipients, products, services, Campaigns, or business.
6.2 Consent and Compliance Warranties
Before any message is sent through the Cloud Service, Customer represents, warrants, and covenants that:
(a) Customer has obtained and will maintain all notices, permissions, consents, authorizations, and disclosures legally required for the particular recipient, message category, sender, telephone number, and communication method involved;
(b) Where prior express written consent is required under applicable law or industry requirements, Customer has obtained it in a form satisfying those requirements and has not made its goods or services conditional on consent except to the extent permitted by applicable law;
(c) Customer will retain complete and reliable records evidencing every applicable consent, including the recipient’s telephone number, date and time, source, method of capture, exact disclosure language, identity of the party collecting consent, and any subsequent revocation, for at least five years after the later of the applicable message or termination of the recipient’s consent, and will provide those records to Provider within five business days after Provider requests them;
(d) Customer will not upload, import, or use contact information from purchased, rented, scraped, harvested, appended, or third-party lead lists, or from a lead generator, unless Customer can document that the recipient gave legally sufficient consent specifically authorizing communications from Customer using the intended communication method;
(e) Customer will not send, or cause to be sent, messages to a recipient who has revoked consent, opted out, made a do-not-call request, or is listed on the National Do Not Call Registry or an applicable state registry, unless Customer can document a valid applicable exemption or renewed consent;
(f) Customer will provide truthful and complete information in every campaign-registration, brand-registration, sender-registration, and messaging-use-case submission, and will not use misleading, inaccurate, or deceptive sender-identification information;
(g) Each message and Campaign will comply with all applicable laws, industry standards, carrier requirements, aggregator requirements, campaign-registry requirements, this Addendum, and the Standard Terms; and
(h) Customer has all rights necessary to submit Customer Content to the Cloud Service and authorize Provider to process Customer Content as contemplated by this Addendum and the Standard Terms.
6.3 AI and Automations
Customer will review, configure, supervise, and control its use of AI-assisted features and automations in a manner appropriate to Customer’s business, recipients, and legal obligations. Customer will not use an automation unless Customer has determined that the automation’s content, timing, audience, sending criteria, escalation logic, sender identity, opt-out handling, and related settings comply with this Addendum, the Standard Terms, and applicable requirements. Section 10 contains additional terms governing AI features and Customer Materials.
6.4 Opt-Out, Revocation, and Sender-Specific Suppression
Customer will not disable, bypass, delay, obscure, override, or interfere with the Cloud Service’s opt-out or suppression functionality. Customer will promptly record and honor opt-out, revocation, and do-not-call requests received through any channel, including channels outside the Cloud Service, and will promptly synchronize that information into the Cloud Service where necessary to prevent further messages.
An opt-out or revocation received in response to a message sent through the Cloud Service applies, at a minimum, to the Customer Profile, Campaign or messaging program, and sending telephone number associated with that message. Customer must prevent further messages to that recipient from that Customer and sending telephone number unless and until the recipient provides legally sufficient, documented renewed consent. An opt-out or revocation does not, solely by reason of its receipt through the Cloud Service, apply to a separate and independently registered Customer, brand, Campaign, or sending telephone number.
Provider may apply broader suppression controls where Provider reasonably determines that broader suppression is required by applicable law, carrier, aggregator, campaign-registry, or other messaging-industry requirement, or is necessary to protect Provider, the Cloud Service, or a recipient. Customer will not re-enroll an opted-out recipient unless Customer first obtains legally sufficient, documented renewed consent and completes any additional steps required by Provider, the applicable carrier, aggregator, campaign registry, or law.
6.5 Transitional Campaigns
During onboarding, Provider may in its sole discretion permit Customer to send messages through a Transitional Campaign. Transitional Campaign access is a temporary accommodation only and may be conditioned on message-volume limits, recipient restrictions, content restrictions, pre-approved templates, review rights, testing, campaign-registration milestones, additional attestations, or any other condition Provider determines appropriate. Provider may modify, suspend, or withdraw Transitional Campaign access at any time, with or without notice and without liability.
Customer will not use a Transitional Campaign unless Provider expressly authorizes that use. Customer remains solely responsible for all messages sent through a Transitional Campaign and will comply with every condition Provider communicates for that Transitional Campaign. Customer will promptly complete requested campaign-registration and verification steps and will immediately stop using a Transitional Campaign when Provider directs.
6.6 Message Content, Identification, and Links
Customer is solely responsible for the content of every message, template, automation, prompt, follow-up sequence, link, landing page, offer, listing, and call-to-action used through the Cloud Service. Customer will ensure that each message contains all disclosures, sender identification, contact information, opt-out instructions, HELP or customer-care information, frequency disclosures, and other information required by applicable law or messaging-industry requirements.
Customer will not use a link, domain, redirection path, URL shortener, telephone number, or sender identity that obscures the identity of Customer, misleads a recipient, conceals a destination, or is prohibited by Provider, a carrier, an aggregator, or a campaign registry.
6.7 Quiet Hours and Recipient Requests
The Cloud Service may make quiet-hour and other scheduling tools available. Customer is solely responsible for selecting, configuring, monitoring, and maintaining quiet-hour settings, recipient time zones, sending windows, message cadence, and related automation controls. Provider does not guarantee that a Customer’s configuration will comply with a particular federal, state, local, carrier, or other requirement.
Customer will configure and maintain accurate customer-care contact information and will respond promptly to HELP or other recipient assistance requests. Customer authorizes Provider to process standard opt-out, revocation, HELP, and compliance keywords and to send a confirmation or other operational response when Provider determines that action is necessary or appropriate. Customer will not alter a message, template, automation, or setting to prevent a recipient from making a reasonable opt-out or revocation request.
6.8 Suspension, Intervention, and Pass-Through Charges
Provider may immediately restrict, suspend, or terminate Customer’s messaging functionality, in whole or in part, if Provider reasonably believes that Customer’s use: (a) breaches this Section 6 or any other term of this Addendum or the Standard Terms; (b) violates applicable law or industry requirements; (c) generates complaints, opt-out rates, filtering, spam signals, delivery failures, or other performance indicators that Provider, a carrier, an aggregator, or a campaign registry considers unacceptable; or (d) threatens Provider’s or its affiliates’ campaign registrations, sender identities, numbers, deliverability, reputation, carrier relationships, aggregator relationships, or legal position.
Provider may require Customer to produce consent records; revise message content, disclosures, or opt-in flows; implement double opt-in; re-register a Campaign; change a link or sender identity; impose rate limits; remove a template; disable an automation; block a telephone number; quarantine a Campaign; or take any other action Provider reasonably determines is necessary to respond to a complaint, legal or regulatory matter, carrier or registry requirement, security concern, or urgent consumer-safety, deliverability, or reputational risk. Provider has no liability for such an intervention, and Customer is not entitled to a refund resulting from Customer’s conduct or use.
Customer will reimburse Provider within 30 days after invoice for every fine, penalty, assessment, investigation cost, chargeback, pass-through charge, remediation cost, or other amount charged by a carrier, aggregator, campaign registry, governmental authority, or other third party to the extent arising from or relating to Customer’s messages, Customer Content, Campaign information, recipient data, or breach of this Addendum or the Standard Terms.
6.9 Indemnity
In addition to Customer’s indemnification obligations under Section 9 of the Standard Terms, Customer will indemnify, defend, and hold harmless Provider, its affiliates, and their officers, directors, employees, agents, contractors, licensors, and service providers from and against every third-party claim, class action, representative action, regulatory matter, investigation, carrier or registry action, fine, penalty, assessment, loss, liability, damage, settlement, cost, and expense, including reasonable attorneys’ fees, arising out of or relating to: (a) a message sent, caused to be sent, configured, approved, or authorized by Customer or an Authorized User, or a call placed, received, configured, recorded, transcribed, or authorized by Customer or an Authorized User through the Cloud Service; (b) Customer’s lead sources, recipient data, consent and opt-out practices, Campaign registrations, message or call content, recording settings, recording announcements, recording or transcription disclosures, or failure to obtain or document required call or recording consent; (c) Customer’s use of a recording, transcript, summary, CRM update, or follow-up draft; (d) Customer’s breach or alleged breach of this Section 6, including Section 6.10; or (e) Customer’s violation or alleged violation of applicable law, industry requirements, carrier requirements, aggregator requirements, or campaign-registry requirements.
Customer’s obligations under Sections 6.8 and 6.9, and each breach of this Section 6, including Section 6.10, are Unlimited Claims and are excluded from the General Cap Amount and every other liability cap or damages limitation to the maximum extent permitted by applicable law. The indemnity in this Section 6.9 supplements Customer’s obligations under Section 9 of the Standard Terms. For a third-party claim covered by both provisions, the notice, assistance, defense-control, and settlement procedures in Section 9.3 of the Standard Terms apply. The exclusion in Section 9.5(b) of the Standard Terms applies only to the extent a claim results from use of Customer Content that Provider was not authorized to make under the Agreement; Customer’s direction to make or record a call, or Provider’s provision of calling, recording, transcription, or AI-assisted features in accordance with the Agreement, does not by itself constitute such unauthorized use. Nothing in this paragraph expands Provider’s indemnification obligations under Section 9.1 of the Standard Terms. Notwithstanding Section 9.6 of the Standard Terms, its exclusive-remedy provision does not restrict Provider’s express reimbursement rights under Section 6.8 or remedies for Customer’s breach of Section 6, but the same loss may not be recovered twice.
6.10 Calling and Call Recording
Customer controls the recipients, lead sources, caller identification, timing, purpose, personnel, content, and recording settings for calls placed or received through the Cloud Service, including inbound calls connected to Customer’s mobile telephone. As between the parties, Customer is the caller and seller, if applicable, for calls made for its benefit and is solely responsible for complying with applicable telephone-solicitation, telemarketing, do-not-call, calling-hour, identification, privacy, and call-recording laws and requirements. Customer will screen calls against applicable do-not-call lists and its internal suppression records; promptly honor and synchronize call-related opt-outs, revocations, and do-not-call requests; and refrain from placing or causing a call where legally required permission is absent. Availability of the calling feature does not establish that a call is lawful.
Call recording is off by default and may be enabled by Customer in account settings. When recording is enabled, the Cloud Service provides a required recording-announcement mechanism for recorded calls, with the announcement set to play before an inbound call connects to Customer and when an outbound recipient answers. Provider supplies default wording; Customer may customize that wording but may not remove or blank the announcement while recording remains enabled, and edits are logged. Customer is responsible for using the announcement for every call it records, reviewing any playback or status information made available through the Cloud Service, and taking appropriate action if Customer knows or reasonably suspects the announcement was not delivered or completed. The availability or configuration of the announcement mechanism, or an absence of an error indication, does not by itself establish that any required announcement was heard or consent obtained. Customer will not bypass or interfere with the announcement. Before using either Provider’s default wording or wording Customer customizes, Customer will review it and determine whether it accurately describes the call’s actual recording, transcription, AI processing, and service-provider access and satisfies all applicable notice and consent requirements for that call and its participants. Customer represents, warrants, and covenants that the announcement it uses, including any customized wording, is accurate and legally sufficient for each recorded call. Provider’s default wording, required announcement feature, and other technical controls do not constitute legal advice or a representation that playback alone supplies any required consent. Provider does not guarantee uninterrupted announcement playback or error-free recording or transcription; any claim concerning a technology failure is subject to the remedies and limitations in the Standard Terms and this Addendum, without shifting Customer’s responsibility for legally required notice and consent.
Customer is solely responsible for determining the laws applicable to each call, including requirements arising from the location of any participant, and for giving all required notices and obtaining and documenting all required consents of all persons whose consent is necessary before recording, interception, transcription, or disclosure of call audio or contents to a third-party processor begins. Customer will not initiate or continue recording or transcription of a call unless the required announcement has been used for that call and all required notices and consents have been given and obtained. If the announcement does not play, is incomplete, or is not legally sufficient, or if a participant refuses or withdraws required consent, Customer will not record or transcribe the call and will use an unrecorded call if that option is available and lawful, or end the call. Customer will not bypass the announcement or continue recording where it cannot lawfully proceed. Customer will maintain evidence of consents, objections, revocations, disclosure wording and changes, and available announcement and recording settings and logs, and will provide relevant records under Section 11. Customer may turn recording off in its settings.
When Customer enables recording, Provider and its communications and AI service providers may process call audio, metadata, recordings, and transcripts to provide the calling and transcription functionality and generate AI-assisted summaries, CRM updates, and follow-up drafts for Customer, subject to this Addendum and the Standard Terms. Customer is responsible for obtaining all rights and authorizations necessary for that processing and for reviewing and correcting transcripts, summaries, CRM updates, and follow-up drafts before relying on them or using them in communications. Provider’s processing of call audio, recordings, and transcripts remains subject to the rights and limitations in Sections 1.5 and 1.6 of the Standard Terms. This Section 6.10 does not enlarge those rights or authorize a service provider to use call content for its own marketing, lead generation, or unrelated commercial purposes.
Provider may restrict or disable calling, recording, transcription, or related functionality if Provider reasonably believes its use poses a consent, privacy, telemarketing, security, vendor, or legal risk. Customer will promptly notify Provider of a call-recording or transcription objection, consent challenge, do-not-call complaint, or allegation of unlawful interception or third-party listening and comply with Section 11’s evidence-preservation and cooperation requirements. The indemnity in Section 6.9 applies to third-party claims arising out of Customer’s calls, recording settings, announcements, consent or disclosure practices, use of recordings and transcripts, or breach of this Section 6.10. Customer’s breach of this Section 6.10 and its related indemnification obligations are Unlimited Claims under Section 1(f), subject to the express coordination with the Standard Terms in Section 6.9 and to the maximum extent permitted by applicable law.
7. Account Registration, Customer Identity, and Campaign Operations
7.1 Customer Profile and U.S.-Only Use
As a condition of using the Cloud Service, Customer must provide complete, accurate, current, and non-misleading Customer Profile information. The Customer Profile must identify the actual individual or legal entity that will use the Cloud Service and whose real-estate business, services, listings, offers, or other communications will be promoted or facilitated through the Campaign.
Customer will provide, as applicable, Customer’s legal name, trade name, business address, tax-identification or other business-identification information, contact information, business website, real-estate business information, authorized representative information, payment-method information, and any other information Provider, a carrier, an aggregator, or a campaign registry requests.
Customer represents, warrants, and covenants that Customer is a United States-based business or individual conducting business in the United States, that each Authorized User accessing or operating the Cloud Service is located in the United States, and that Customer will use the Cloud Service only for communications to United States telephone numbers. Customer will not permit access to or use of the Cloud Service from outside the United States, except with Provider’s express prior written approval. Provider may use technical, account, payment, location, identity-verification, and other measures to enforce this restriction.
7.2 Verification and Campaign Registration
Provider may approve, reject, suspend, condition, re-verify, or require supplementation of a Customer Profile, account, Campaign, sender identity, telephone number, template, automation, or integration in its sole discretion. Provider may require documentation supporting Customer Profile information, real-estate affiliation, authority to use a business name or telephone number, consent practice, or Campaign representation. Customer has no right to access or use messaging features unless and until Provider, the applicable carrier, aggregator, and campaign registry, as applicable, approve the required registration or verification.
Customer must register each Campaign as Provider requires before Customer initiates or causes automated or recurring messages to be sent. Customer will provide complete and accurate information concerning the Campaign’s intended use case, message purpose, representative message samples, recipient categories, opt-in process, consent disclosure, opt-out process, HELP or customer-care process, message frequency, sender identity, sending telephone number, links, domains, call-to-action, and any other information required for campaign registration, carrier review, aggregator review, or registry submission.
Customer authorizes Provider to submit, disclose, verify, update, and maintain Customer Profile and Campaign information with an aggregator, carrier, campaign registry, or other service provider to facilitate registration, provisioning, compliance, monitoring, or enforcement.
7.3 Customer-Linked Campaigns and Numbers
Each Campaign must be linked to the Customer Profile of the customer whose business is identified to recipients as the sender or on whose behalf messages are sent. Customer will use only sender identities, telephone numbers, domains, and Campaigns that are assigned to, registered for, or otherwise authorized for Customer’s own use.
Customer will not allow another person or business to use Customer’s Campaign, sender identity, telephone number, account, or registration and will not use another person’s or business’s Campaign, sender identity, telephone number, account, or registration. Customer will not share a messaging telephone number or Campaign with an unrelated business, broker, agent, team, franchisee, affiliate, advertiser, or other third party unless Provider expressly approves the arrangement in writing and the arrangement is permitted by all applicable legal and industry requirements.
Customer will promptly update its Customer Profile and Campaign information whenever it changes. Customer must obtain Provider’s approval before making a material change to any Campaign, including a change to Customer’s legal or trade name, use case, message type, recipient source, consent flow, sender identity, sending telephone number, message frequency, link domain, integration, or automation logic. Customer will not cause actual traffic to materially differ from the Campaign information submitted or approved for that Campaign.
7.4 Account Administration and Security
Customer will maintain effective controls over its account, credentials, Authorized Users, integrations, templates, automations, Campaigns, telephone numbers, and billing settings. Customer is responsible for every act and omission of its Authorized Users and every person who gains access to the Cloud Service through Customer’s account or credentials, whether or not Customer authorized that access.
Customer will designate and maintain at least one account administrator with authority to manage Authorized Users, permissions, billing settings, integrations, Campaigns, and security settings; use commercially reasonable credential-management practices; enable multi-factor authentication where the Cloud Service makes it available; restrict access to Authorized Users with a legitimate business need; promptly remove access for departing or unauthorized personnel; and prohibit credential sharing.
Customer will immediately notify Provider of actual or suspected unauthorized account access, compromised credentials, unauthorized sending, misdirected integration, inaccurate Campaign data, or security incident affecting the Cloud Service or Customer Content. Provider may deactivate, reset, restrict, or require re-verification of credentials or account access where Provider reasonably believes an account, credential, integration, or Authorized User is compromised, unauthorized, or presents a security, compliance, carrier, or operational risk.
8. CRM, Calendar, Integrations, and Customer Instructions
CRM imports, tags, uploads, webhooks, API calls, integration settings, field mappings, recipient lists, calendar connections, routing rules, and automation triggers are Customer Instructions. Customer is solely responsible for the completeness, accuracy, legality, authorization, and intended effect of each Customer Instruction, including erroneous enrollment, duplicate record, incorrect lead ownership, inaccurate contact information, wrong-number data, incorrect time-zone data, erroneous calendar availability, or unintended Campaign activation arising from Customer’s CRM, calendar, integration, data mapping, account configuration, or Authorized User.
Customer is responsible for designating and maintaining its system of record for consent, opt-out status, recipient identity, telephone-number ownership, Campaign status, appointment status, lead ownership, and lead disposition. If the Cloud Service and a connected system contain inconsistent information, Provider may rely on the information then available in the Cloud Service and is not responsible for a discrepancy, delay, duplication, omitted synchronization, data conflict, or resulting message, booking, routing, or disposition unless directly caused by Provider’s failure to perform the applicable integration as expressly documented by Provider. Customer will independently verify material CRM updates, appointment status, lead ownership, consent status, and communications records before relying on them operationally or in a transaction.
Customer is responsible for obtaining and maintaining all rights, permissions, notices, consents, and accounts needed to connect Customer’s third-party services to the Cloud Service; the accuracy, legality, and integrity of data transferred through those connections; and compliance with the terms governing each third-party service. Provider is not responsible for third-party services, their availability, their acts or omissions, or changes to their terms, functionality, or interoperability.
9. Real-Estate Use Restrictions, Booking, and Human Escalation
Customer is solely responsible for compliance with every law, rule, regulation, licensing requirement, advertising requirement, broker or agent obligation, fair-housing requirement, consumer-protection requirement, multiple-listing-service rule, professional standard, and supervisory obligation applicable to Customer’s real-estate business, listings, services, communications, and transactions. Customer represents and warrants that Customer and each person for whom Customer uses the Cloud Service possesses all licenses, broker authorizations, registrations, permissions, and approvals required for the relevant real-estate activity, territory, and communication.
Provider is not a real-estate broker, real-estate agent, fiduciary, attorney, lender, mortgage broker, appraiser, inspector, title company, insurer, property manager, transaction coordinator, or party to a real-estate transaction. Provider does not represent Customer, Customer’s brokerage, an agent, a lead, buyer, seller, tenant, landlord, lender, or other person; does not negotiate or accept an offer, counteroffer, or other transaction term; does not reserve property; and does not create an agency, brokerage, fiduciary, advisory, or representation relationship with a recipient.
Customer will not use the Cloud Service to make, communicate, or imply a binding statement concerning an offer, acceptance, counteroffer, deposit, earnest money, commission, price, valuation, financing, lending, title, inspection, property condition, availability, legal right, transaction status, representation status, or other regulated or material transaction matter unless Customer has independently reviewed and approved the communication and the communication is made by an appropriately authorized person. Customer will not use the Cloud Service to make or facilitate discriminatory, exclusionary, steering, preference-based, unlawful, deceptive, unlicensed, misleading, or unauthorized real-estate communications, targeting, qualification, routing, or recommendations.
Customer will configure, test, supervise, and maintain all booking, routing, escalation, transfer, callback, cancellation, rescheduling, agent-assignment, and availability settings. Customer will identify and maintain qualified human escalation recipients and timely coverage for responses concerning complaints, consent questions, opt-outs, safety issues, legal questions, fair-housing-sensitive communications, financing, transaction-specific matters, property condition, price, availability, offers, counteroffers, inspection, title, and other regulated or high-risk subjects. Provider may route, pause, block, or decline to generate or send a response where Provider reasonably determines that human intervention is appropriate.
A booking, calendar event, transfer, callback request, scheduling message, or other workflow output is only an administrative scheduling event. It is not a confirmation of a real-estate transaction, property availability, showing, representation agreement, offer, acceptance, financing, commission, legal obligation, or commitment by Customer, Provider, or any third party. Customer is solely responsible for verifying every appointment, attendee, property, date, time, location, calendar availability, cancellation, rescheduling request, and related communication.
10. AI Features, Customer Materials, and Sensitive Data
Customer is solely responsible for the accuracy, completeness, currency, legality, noninfringement, and authorization of Customer Materials. Customer will review and approve Customer Materials before deployment and promptly correct known errors. Customer will not provide Customer Materials that contain deceptive statements, protected or sensitive information not necessary for the Cloud Service, unlawful discrimination or steering criteria, confidential information Customer lacks the right to disclose, or content that creates legal, regulatory, carrier, or reputational risk.
Customer is solely responsible for all decisions, actions, statements, communications, classifications, lead scores, bookings, CRM updates, routing, follow-up, and business decisions made in reliance on Customer Materials or AI-generated or AI-assisted output. Provider may reject, remove, disable, modify, or require changes to Customer Materials in accordance with this Addendum.
The Cloud Service may use AI functionality to generate, revise, classify, route, or otherwise assist with Customer’s communications, templates, automations, and business workflows, as permitted by the Standard Terms. Customer is solely responsible for every decision to use, configure, send, rely upon, or act on AI-generated or AI-assisted content. Customer will independently review and validate AI-generated or AI-assisted content before using it where appropriate to Customer’s use case and risk profile. Provider makes no representation or warranty that AI-generated or AI-assisted content is accurate, complete, lawful, noninfringing, non-discriminatory, fit for a particular purpose, or compliant with any applicable requirement.
Customer retains all right, title, and interest in Customer Content, subject to the limited rights granted to Provider under the Standard Terms. The parties’ rights concerning Provider’s use of Customer Content and Usage Data for artificial-intelligence or machine-learning development, training, or enhancement are governed by Section 1.6 of the Standard Terms. Customer represents and warrants that Customer has obtained every permission, notice, consent, and other authorization required to permit the processing of Customer Content as contemplated by the Standard Terms and this Addendum.
Provider will not sell or share Customer’s mobile opt-in data with a third party or lead generator for that party’s own marketing, lead-generation, or other unrelated commercial purpose. This restriction does not prevent Provider from disclosing or processing Customer’s mobile opt-in data with service providers or third-party components solely to provide, secure, support, maintain, improve, or enforce the Cloud Service, as otherwise expressly permitted by the Standard Terms, or as required by applicable law.
Customer will not upload, transmit, store, or otherwise make available through the Cloud Service any protected health information, payment-card data, bank-account information, Social Security number, driver’s-license number, government-issued identification number, biometric information, authentication credential, or other sensitive data unless Provider expressly authorizes the submission in writing and Customer’s use complies with every applicable legal and industry requirement. Customer will not upload sensitive financial, credit, mortgage-prequalification, or veteran-status information unless Provider expressly authorizes the applicable workflow in writing. Customer will instruct its personnel not to solicit or discuss these categories of information on calls recorded or transcribed through the Cloud Service and, if such information arises, to stop recording or transcription when reasonably practicable and handle the information outside the Cloud Service. Enabling call recording or transcription is not Provider’s written authorization to submit Prohibited Data under Section 3.2 of the Standard Terms. Customer is solely responsible for all data that Customer imports, connects, accesses, processes, or transmits through a CRM integration, calendar integration, Slack integration, AI integration, billing integration, or any other third-party connection.
11. Compliance Records, Complaints, and Provider Enforcement
Customer will notify Provider without undue delay, and no later than two business days after receipt, of any recipient complaint, consent challenge, opt-out allegation, do-not-call allegation, wrong-number complaint, call-recording or transcription objection, allegation of unlawful interception or third-party listening, carrier filtering or suspension, campaign-registry inquiry, regulator inquiry, subpoena, demand letter, threatened or actual litigation, or other allegation relating to a message, call, recording, transcript, Campaign, recipient, Customer Material, Customer Instruction, integration, or use of the Cloud Service.
Customer will preserve all related evidence and will not delete, alter, overwrite, conceal, or destroy relevant records without Provider’s prior written consent, except as required by applicable law. Provider’s obligation to delete Customer Content upon request under Section 5.5(b) of the Standard Terms remains subject to applicable legal holds and preservation duties, but this sentence does not authorize Provider to retain Customer Content beyond any retention otherwise permitted by the Standard Terms or applicable law. Customer will promptly provide Provider the relevant consent and disclosure records, message and call history, recording-announcement wording and change logs, evidence available to Customer of announcement playback and recording enablement, recordings and transcripts to the extent available and lawfully disclosable, lead-source information, Campaign configuration, recipient data, sender identity, telephone-number assignment, Customer Material, integration record, complaint correspondence, and other information Provider reasonably requests.
Customer will maintain complete, accurate, and contemporaneous records supporting Customer’s compliance with this Addendum, the Standard Terms, and applicable requirements, including Customer Profile information, Campaign registrations, message and call-recording consent records, call-to-action and recording disclosures, announcement wording and change logs, message content, sending and call records, recipient lists, opt-out and revocation records, DNC screening records, authorization records, telephone-number assignments, sender-identity records, automation settings, template history, and communications with carriers, aggregators, campaign registries, regulators, or recipients. Provider may request these records at any time, and Customer will provide them within five business days or sooner if required by a carrier, aggregator, campaign registry, regulator, subpoena, court order, or urgent compliance matter. Customer will cooperate fully and promptly with Provider concerning every audit, investigation, complaint, claim, registry inquiry, carrier inquiry, traceback, regulatory request, or compliance review.
Without limiting Provider’s messaging-specific rights under Section 6.8 or any other right or remedy available to Provider, Provider may, at any time and without prior notice, screen, monitor, limit, modify, remove, reject, disable, pause, suspend, quarantine, or terminate any Customer Profile, Authorized User, Campaign, automation, template, message, call, recording, transcript, calling or recording feature, telephone number, sender identity, domain, link, integration, or account where Provider reasonably believes doing so is necessary to: (a) comply with applicable law or industry requirements; (b) respond to complaints, opt-outs, fraud, spam signals, filtering, delivery failures, or suspected unlawful conduct; (c) protect recipients, Provider, Provider’s affiliates, the Cloud Service, a carrier, an aggregator, a campaign registry, or another customer; (d) preserve deliverability, network integrity, campaign registrations, sender identities, telephone numbers, or business relationships; or (e) investigate or remediate a suspected breach of this Addendum or the Standard Terms. Provider may, but is not obligated to, notify Customer of the basis for the action or allow Customer to cure before taking action.
Provider may monitor Customer’s use of the Cloud Service, but has no duty to monitor, review, approve, validate, or ensure the legality, accuracy, completeness, consent status, deliverability, or compliance of Customer’s messages, calls, recordings, transcripts, Campaigns, data, content, automations, telephone numbers, or business practices. Any review, approval, registration assistance, suggestion, template, recording announcement, technical control, alert, suppression action, or failure to act by Provider does not relieve Customer of its obligations or create a legal, compliance, fiduciary, agency, advisory, or other duty owed by Provider to Customer or any recipient.
Notwithstanding Section 6.3 of the Standard Terms, Provider may modify, suspend, discontinue, replace, or restrict any Campaign feature, calling or recording feature, integration, automation, sender identity, telephone number, message template, workflow, third-party connection, or other part of the Cloud Service where Provider reasonably determines that the action is necessary to comply with law, carrier, aggregator, campaign-registry, or third-party requirements; protect recipients, Provider, the Cloud Service, or other customers; respond to security, fraud, operational, deliverability, or reputational concerns; or maintain service availability or integrity. Provider does not guarantee that any specific feature, integration, sending number, sender identity, workflow, message type, or third-party service will remain available.
12. Disclaimers and Limitations
The Cloud Service’s AI features, automation settings, opt-out tools, quiet-hour settings, campaign-management features, calling, recording, announcement and transcription features, and other compliance-related features are convenience tools only. They do not constitute legal advice and do not assure legal compliance, legally sufficient recording notice or consent, successful announcement playback, accurate or complete recording or transcription, message or call delivery, timing, routing, throughput, deliverability, carrier acceptance, campaign approval, lead quality, response rate, conversion, appointment booking, appointment attendance, revenue, CRM synchronization, calendar accuracy, or any particular business outcome. Customer remains responsible for confirming that its calls and recording practices are lawful and for disabling recording when legally required notice or consent is unavailable.
Customer acknowledges that messages depend on third-party networks, carriers, aggregators, campaign registries, recipient devices, internet service providers, CRM systems, calendar systems, artificial-intelligence providers, and other third-party services outside Provider’s control. Provider is not responsible for filtering, blocking, delay, nondelivery, misdelivery, failed delivery, altered delivery, loss, corruption, rejection, suspension, throttling, or other action or omission by a carrier, aggregator, campaign registry, recipient device, or third-party service.
Any remedy for the unavailability, suspension, rejection, filtering, blocking, or termination of a Campaign, telephone number, sender identity, message, call, recording, integration, automation, or other Cloud Service functionality is subject to the exclusive remedies, liability limitations, and damages waiver expressly set out in the Standard Terms and this Addendum. In particular, Provider does not guarantee that a message or call will be sent, connected, received, delivered, recorded, transcribed, acted upon, or responded to, or that Customer will contact a lead, book an appointment, or complete a transaction. This paragraph does not eliminate a remedy expressly preserved by the Standard Terms, including the remedy under Sections 6.3 and 6.4 for breach of Provider’s general-functionality warranty, or impose liability beyond the Agreement’s express terms.
13. Dispute Resolution
Before either party commences arbitration or a court proceeding concerning a dispute arising out of or relating to this Addendum, the Standard Terms, the Cloud Service, or the relationship between the parties, the party asserting the dispute will provide the other party written notice describing the nature and basis of the dispute and the relief requested. The parties will attempt in good faith to resolve the dispute for 60 days after receipt of the notice.
Except as expressly provided below, every dispute, claim, or controversy arising out of or relating to this Addendum, the Standard Terms, the Cloud Service, or the relationship between the parties will be resolved by binding individual arbitration before one neutral arbitrator seated in Delaware. The Federal Arbitration Act governs the interpretation and enforcement of this Section 13.
The parties will use good-faith efforts to agree on a neutral arbitrator within 30 days after a written arbitration demand is delivered. If the parties do not agree on an arbitrator within that period, either party may submit the dispute to the American Arbitration Association (“AAA”). The AAA will then administer the arbitration under its Commercial Arbitration Rules, as modified by this Section 13, and appoint the arbitrator in accordance with those rules. If the AAA is unavailable, unwilling, or unable to administer the arbitration, either party may ask a court of competent jurisdiction to appoint an arbitrator under 9 U.S.C. § 5, and the arbitration will proceed on the terms of this Section 13.
Individual Arbitration; Class and Representative Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE CLAIMS, JOIN CLAIMANTS, CONDUCT A CLASS, COLLECTIVE, REPRESENTATIVE, COORDINATED, OR MASS ARBITRATION, OR AWARD RELIEF TO OR FOR A PERSON OR ENTITY THAT IS NOT A PARTY TO THE ARBITRATION.
Either party may bring an individual claim in small-claims court if the claim qualifies. Either party may seek temporary, preliminary, or permanent equitable relief in a court of competent jurisdiction for actual or threatened infringement, misappropriation, or misuse of its intellectual-property rights or Confidential Information. For disputes subject to arbitration under this Section 13, this Section 13 controls over the Chosen Courts provision in the Standard Terms.
Mass-Arbitration Procedure. If 25 or more substantially similar arbitration demands are asserted against either party by the same or coordinated counsel, or otherwise arise from the same or substantially similar factual, legal, or transactional circumstances, the AAA will administer the demands in batches of up to 25 individual arbitrations. The AAA may appoint a procedural arbitrator for a batch solely to resolve administrative and case-management issues, including filing administration, scheduling, sequencing, and discovery procedures. A procedural arbitrator has no authority to consolidate claims, join claimants, determine the merits of any individual claim, issue an award on behalf of more than one claimant, or make a merits ruling binding on any claimant or respondent who is not a party to that individual arbitration.
The parties will select and complete one batch before another batch is filed, processed, heard, or adjudicated, unless the parties agree otherwise or the arbitrator determines that a different sequence is necessary to avoid material prejudice. While one batch is pending, every applicable limitations period and filing deadline for the unfiled or stayed demands will be tolled to the maximum extent permitted by applicable law.
For the avoidance of doubt, the use of batches, coordinated filing procedures, or a procedural arbitrator is solely an administrative mechanism. It does not authorize or create a class, collective, representative, consolidated, coordinated, or mass arbitration. Each demand must be resolved in a separate individual arbitration, before an arbitrator authorized to decide only that individual dispute, and any award may grant relief only to the individual claimant or respondent in that arbitration.
If any portion of this Section 13 is found unenforceable as to a particular claim or request for relief, that portion will be severed and the remainder will remain in effect to the maximum extent permitted by applicable law. If the class, collective, representative, consolidated, coordinated, or mass-action waiver is found unenforceable or invalid as to a particular claim or request for relief, the affected claim or request for relief will proceed in a court of competent jurisdiction, and all arbitrable claims will remain subject to arbitration.
14. Survival
Customer acknowledges that its use of the Cloud Service, including AI-assisted features, messaging automations, human calling, call recording, and transcription, does not reduce Customer’s independent responsibility to obtain legal advice and maintain a compliance program appropriate to Customer’s business and communications practices.
Expiration or termination does not affect rights or obligations accrued before expiration or termination. Section 4 survives solely as to Fees, charges, taxes, Credits, and payment obligations accrued or payable before expiration or termination; Sections 6.2(c), 6.8 (solely as to accrued reimbursement obligations), 6.9, 6.10 (solely as to consent and recordkeeping obligations arising from calls made or recorded during the Subscription Period and the limitations on processing retained call audio, recordings, and transcripts), 10 (solely as to rights and restrictions governing Customer Content, Usage Data, and sensitive data retained after termination), 11 (solely as to preservation, production, and cooperation concerning pre-termination activity), 12, 13, and this Section 14 survive to the extent necessary to give them effect. No provision of this Addendum requires continued access to the Cloud Service after termination. The survival, deletion, and confidentiality provisions of the Standard Terms remain in effect except to the extent expressly modified by this Addendum.