Terms of Service

These Terms of Service and Software Subscription Agreement (the "Terms" or "Agreement") are entered into by and between TellUS, a California corporation ("TellUS," "we," "us," or "our"), and the person, company, organization, distributor, or other business subscriber that purchases, accesses, or uses the Services ("Customer," "you," or "your").

1. Parties; Product Name; Agreement Structure

For purposes of this Agreement, "salesHum" refers to the software platform, applications, dashboards, websites, recording functionality, transcription tools, artificial intelligence tools, analytics, integrations, and related technology made available by TellUS. TellUS is the contracting entity and legal party to this Agreement; salesHum is the branded software platform and service offering.

These Terms apply to all access to or use of salesHum unless TellUS and Customer execute a separate written agreement signed by authorized representatives of both parties, in which case the separate agreement controls only to the extent of the conflict.

2. Acceptance of Terms; Authority to Bind Customer

By creating an account, clicking to accept, purchasing a subscription, enabling access to salesHum, signing an order form, using any part of the Services, or permitting Authorized Users to access the Services, Customer agrees to be bound by these Terms.

If the person accepting these Terms does so on behalf of an entity, that person represents and warrants that they have authority to bind that entity. Customer is responsible for ensuring that all Authorized Users comply with these Terms; use of salesHum by an Authorized User is deemed use by Customer.

TellUS may require Customer to accept updated terms, a privacy policy, a Data Processing Agreement (the "DPA"), an order form, or feature-specific terms before certain features are made available. Such additional terms are incorporated by reference when accepted or when Customer uses the applicable feature after notice.

3. Definitions

• 3.1 Account means the salesHum account, workspace, or administrative environment through which Customer and its Authorized Users access the Services.
• 3.2 Authorized User means any person Customer invites or permits to access the Services under Customer’s Account, including employees, independent contractors, dealers, sales representatives, managers, and coaches. In the distributor context, Authorized Users may include dealers or representatives who are independent contractors.
• 3.3 Customer Data means information, recordings, audio files, transcripts, summaries, notes, annotations, user inputs, account configuration, Authorized-User information, reports, and other information submitted to, generated within, or processed by the Services on behalf of Customer. Customer Data includes Audio Recordings, Transcripts, and AI Output, subject to the rights described in these Terms.
• 3.4 Audio Recordings means audio captured, uploaded, stored, or processed through salesHum. salesHum processes audio and not video unless TellUS expressly introduces video functionality in the future.
• 3.5 Transcripts means text generated from Audio Recordings or other audio inputs, whether automatic, edited, summarized, or otherwise processed.
• 3.6 AI Output means content generated by or through salesHum using artificial intelligence, including summaries, coaching comments, observations, scoring, classifications, trend analysis, and recommended training points.
• 3.7 Services means salesHum, including software, web and mobile applications, dashboards, recording and transcription functionality, AI features, analytics, reports, administrative tools, support, documentation, websites, and related services provided by TellUS.
• 3.8 Subscription means the paid, trial, pilot, promotional, or other access plan under which Customer receives access to the Services.
• 3.9 Finance Integration means any optional connection, export, or data-transfer feature involving a financing provider, lender, payment provider, or other finance-related third party, where and if such a feature is offered.
• 3.10 Aggregated Data means information derived from Customer Data or use of the Services that has been aggregated, de-identified, or anonymized so that it is not intended to, and does not reasonably permit, identification of a specific consumer, Authorized User, or Customer.
• 3.11 DPA means the salesHum Data Processing Agreement, which governs TellUS’s processing of personal information on Customer’s behalf.

4. Eligibility; Business Use Only

The Services are intended for business, commercial, and professional use. Customer represents that it uses the Services for business purposes and not primarily for personal, family, or household use. Customer and each Authorized User must be at least eighteen (18) years old or the age of majority in the applicable jurisdiction. Customer shall not access the Services if prohibited under applicable law, sanctions, or export controls. TellUS may refuse, suspend, or terminate access where it reasonably believes continued access presents legal, security, payment, or regulatory risk.

5. Description of Services

salesHum is a software platform that assists businesses with sales-interaction review, audio recording management, transcription, AI-supported coaching, reporting, analytics, and related operational functions. TellUS may add, remove, modify, suspend, rename, or discontinue features over time, and features may differ by plan, configuration, or location. Except as expressly stated in a separate written agreement, TellUS does not guarantee that any specific feature will remain available indefinitely or be compatible with all Customer systems.

6. Accounts, Administrative Controls, and Security

Customer is responsible for maintaining the confidentiality of credentials and for all activity under its Account, except to the extent caused solely by TellUS’s breach of this Agreement. Customer shall promptly notify TellUS of any suspected unauthorized access or credential compromise. TellUS may suspend accounts, reset credentials, or take other protective actions if it reasonably believes account security is compromised.

Customer is responsible for configuring administrative controls, user permissions, and access levels. TellUS is not responsible for Customer’s internal access decisions or for resolving disputes among Customer’s personnel regarding access rights or business records.

7. Authorized Users, Dealers, Contractors, and Team Accounts

Customer may authorize individuals to access salesHum under its Subscription and is responsible for their compliance with these Terms. The fact that an Authorized User is an independent contractor, dealer, or owner of a separate entity does not, by itself, create ownership rights in Customer Data generated under Customer’s Account.

For organizational Accounts, the subscribing Customer controls the Account and the Customer Data generated within it unless a separate written agreement provides otherwise. If a distributor purchases a Subscription and grants access to dealers or contractors, the distributor remains the Customer for purposes of Account and Customer Data control. Customer may remove or modify Authorized-User access through available controls. TellUS does not adjudicate disputes regarding employment status, commissions, ownership of leads, or access to Customer Data between Customer and Authorized Users.

8. Subscription Plans; Orders; Changes to Plans

Access may require a Subscription. Subscription terms — pricing, usage limits, included features, user limits, recording and AI-processing limits, and other commercial terms — may be described in an order form, checkout page, invoice, or subscription page provided or approved by TellUS. Unless otherwise stated, Subscriptions automatically renew for successive periods equal to the expiring term.

Customer may upgrade subject to applicable fees. Downgrades, cancellations, or removal of add-ons take effect at the end of the then-current billing period unless TellUS agrees otherwise, and may result in loss of features, reduced limits, or deletion of excess data. If TellUS materially changes recurring fees for an existing paid Subscription, it will use commercially reasonable efforts to provide notice before the change applies to Customer’s next renewal.

9. Fees, Billing, Taxes, Renewals, Refunds, and Overages

Monthly fees are billed in advance; annual fees are billed in advance and prepaid for the term. Customer authorizes TellUS or its payment processor to charge Customer’s payment method for recurring fees, taxes, usage-based charges, overages, and add-ons.

Annual Subscription fees are non-refundable except where required by law or expressly agreed in writing by TellUS, and early cancellation does not entitle Customer to a prorated refund. Overages and usage-based charges may be billed in arrears and may include recording volume, transcription minutes, AI processing, storage, number of Authorized Users, and other metered features introduced by TellUS.

Customer is responsible for all taxes other than taxes on TellUS’s net income. Disputed charges must be raised in writing within thirty (30) days after the charge or invoice date, or the dispute is waived to the maximum extent permitted by law.

10. Trials, Pilots, Beta Features, and Evaluation Access

TellUS may, in its discretion, offer free trials, pilots, or evaluation access, which may be limited by time, functionality, users, volume, or support. Where a trial is offered, Customer is responsible for cancelling before the end of the trial if it does not wish to continue into a paid Subscription. salesHum may include beta or early-access functionality that is incomplete or subject to change; such features should not be relied upon for critical operations, legal compliance, lending decisions, or other high-impact decisions, and Customer assumes the risk of using them.

11. Failed Payments, Suspension, Deactivation, and Data Deletion

If Customer’s payment method fails or payment is not timely received, TellUS may provide an approximate three (3) day grace period during which it may continue access, send payment-reminder communications, and attempt additional payment processing.

After the grace period, TellUS may suspend or restrict the Account, disable functionality, pause recordings or processing, or restrict Authorized-User access. TellUS is not liable for losses resulting from suspension due to nonpayment. If a Subscription is cancelled or not reinstated, TellUS provides an approximate thirty (30) day window during which the Account may be reactivated; after that window, Customer Data may be scheduled for deletion in accordance with the data lifecycle in Exhibit A, retention settings, backup limitations, and legal-preservation obligations. Customer remains responsible for all amounts incurred before suspension, deactivation, or termination.

12. Customer Responsibilities and Compliance with Laws

Customer is solely responsible for using the Services in compliance with all laws applicable to Customer, its industry, its locations, its Authorized Users, and the consumers and prospects it interacts with. Customer’s responsibilities include compliance with federal and state recording, wiretap, and eavesdropping laws; privacy and data-protection laws; biometric or voice-related laws if applicable; employment laws; consumer-protection and telemarketing laws; and laws governing minors or household members.

TellUS does not provide legal advice and does not determine whether Customer’s use of the Services is lawful in any particular jurisdiction or interaction. Customer shall provide all notices, consents, and authorizations required for its collection, recording, transmission, sharing, storage, analysis, and deletion of Customer Data, and shall not use the Services in a manner that would cause TellUS to violate applicable law.

13. Recording Consent; Audio Capture; In-Home Demonstrations

salesHum includes optional functionality for recording, uploading, and processing audio. Laws governing recording, consent, interception, and privacy vary significantly by jurisdiction and circumstance. Customer is solely responsible for determining whether recording is lawful and for obtaining consent from all parties to any recording before using recording functionality, and shall ensure its Authorized Users do not secretly or unlawfully record conversations.

Customer shall provide all legally required notices and disclosures to participants before recording begins, and where all-party (two-party) consent laws apply, shall obtain legally sufficient consent from all required participants. In in-home demonstrations and similar settings, Customer shall instruct Authorized Users to disclose the recording, obtain required consent, stop recording upon objection where legally required or appropriate, and avoid recording private conversations unrelated to the sales interaction.

salesHum may present an in-product reminder to confirm consent before recording, but such a reminder is a convenience and does not verify, and is not a substitute for, the disclosures and consents Customer is required to obtain. TellUS does not verify whether consent was obtained or legally sufficient. Customer assumes all responsibility and liability arising from recording activity initiated by Customer or its Authorized Users. Suggested disclosure language is provided in Exhibit B.

By confirming the in-product consent attestation before a recording, Customer — acting through the confirming Authorized User — represents and warrants that all parties to that recording have given the consent required by applicable law, including in all-party (two-party) consent jurisdictions. Each confirmation is attributable to and binding on Customer regardless of which Authorized User makes it. TellUS records the date, time, and version of each confirmation and may retain, rely upon, and produce these records in connection with any claim, dispute, audit, or legal process. This confirmation is Customer’s representation and does not constitute verification by TellUS, which does not determine whether consent was actually obtained or legally sufficient.

14. Household Participants, Minors, and Incidental Recordings

Customer acknowledges that in-home and similar interactions may occur where persons other than the primary participants are present, including spouses, family members, guests, caregivers, or children, and that recordings may incidentally capture them. Customer is solely responsible for ensuring that such recordings are lawful and shall instruct Authorized Users to provide appropriate disclosure.

Customer shall not intentionally use salesHum to record minors unless it has determined that such recording is lawful and that any legally required consent has been obtained. TellUS does not verify age, identity, guardianship, or capacity. Customer shall not rely on AI, transcription, speaker separation, or filtering functionality as a substitute for legally required consent or responsible recording practices. Customer agrees to defend, indemnify, and hold harmless TellUS from claims arising out of recordings involving minors, household members, alleged invasion of privacy, lack of consent, or unlawful recording (see Section 34).

15. Customer Data Ownership; Account Holder Control

As between TellUS and Customer, Customer retains ownership of Customer Data, subject to the rights granted in this Agreement. TellUS does not claim ownership of Customer Data merely because it is processed by salesHum.

For organizational Subscriptions, the Customer that owns the Subscription controls the Customer Data generated within the Account. Authorized Users do not acquire independent ownership of Customer Data by creating, recording, or accessing it under another party’s Subscription, and removal of an Authorized User may end that user’s access while Customer retains control. If an individual or sole subscriber purchases a Subscription directly, that subscriber is the Customer and controls the associated Customer Data. TellUS is not responsible for resolving ownership or access disputes among Customer, Authorized Users, dealers, or distributors.

16. License to Customer Data; Processing Rights

Customer grants TellUS a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, process, analyze, transcribe, summarize, display, create AI Output from, provide access to, export, and otherwise use Customer Data as necessary to provide, maintain, secure, support, and operate the Services. This license includes processing Customer Data through the subprocessors TellUS uses to provide the Services.

TellUS may use Customer Data to troubleshoot, prevent fraud, enforce these Terms, respond to support requests, secure the Services, comply with law, perform billing, and investigate misuse. TellUS uses identifiable Customer conversation content — Audio Recordings, Transcripts, and AI Output — only to provide the Services to Customer, and does not use it to train generalized or third-party generative AI models. TellUS may create and use Aggregated Data and de-identified data — including to develop, train, improve, and optimize its products, Services, and AI and machine-learning features, and for any other lawful business purpose — as described in Section 20.

17. Data Retention, Deletion, Exports, and Backups

Customer Data, including Audio Recordings and Transcripts, is retained for the duration of Customer’s Account unless Customer deletes it earlier through available controls. salesHum does not automatically delete Audio Recordings, Transcripts, or AI Output after a set period.

Customer may delete Customer Data through available Service controls; once deleted, it may become unrecoverable through normal Service functions. Customer is solely responsible for exporting or preserving any information it wishes to keep before deletion, cancellation, expiration of a retention window, suspension, or termination. Deletion may not immediately remove all copies from caches, logs, backups, or disaster-recovery systems, which cycle out over time. TellUS will handle deletion in accordance with its then-current technical capabilities, retention practices, legal obligations, and backup cycles, and may retain information where required or permitted by law, including billing, audit, security, and legal-hold records.

18. Legal Holds, Subpoenas, Court Orders, and Government Requests

TellUS may preserve, access, suspend deletion of, or disclose Customer Data when it believes in good faith that such action is required or permitted by law, subpoena, court order, warrant, preservation demand, regulatory or governmental request, or legal process. Where legally permitted and reasonably practicable, TellUS may notify Customer of a legal request seeking Customer Data, but may decline to provide notice where prohibited or where notice would create risk. If a preservation obligation applies, TellUS may suspend deletion notwithstanding Customer’s retention settings or deletion requests.

TellUS shall not be liable for failing to produce Customer Data permanently deleted before it received a valid preservation obligation. Customer shall not use deletion controls to destroy evidence in violation of law or known legal obligations and is solely responsible for implementing legal holds within its own organization.

19. Artificial Intelligence Features and AI Output

salesHum uses artificial intelligence and related technologies to generate AI Output, which may include summaries, coaching observations, trend analyses, suggested next steps, and performance insights. AI Output may be inaccurate, incomplete, biased, or inappropriate for a particular context. Customer shall independently review AI Output before relying on it and is solely responsible for business, coaching, disciplinary, employment, and other decisions taken based on AI Output.

AI Output is provided for informational and operational support only and does not constitute legal, compliance, employment, financial, lending, tax, or other professional advice, or a substitute for human judgment. Customer shall not represent AI Output as a legally binding determination, credit decision, or guaranteed assessment, and shall not use AI Output as the sole basis for high-impact decisions affecting individuals without appropriate human review and legal compliance. TellUS does not guarantee that AI Output will improve sales performance, training quality, compliance outcomes, or any business result.

Coaching scores and similar AI-generated assessments are guidance only and must not be used as the sole basis for hiring, firing, promotion, or compensation decisions.

20. Aggregated, De-Identified, and Benchmarking Data

TellUS may create, use, retain, and disclose Aggregated Data and de-identified data for product and model improvement, analytics, benchmarking, training analysis, regional and industry insights, security, and the development and marketing of current and future products and services, and any other lawful business purpose. Aggregated Data may identify trends at distributor, division, regional, or industry levels, provided it is not intended to identify a specific consumer or individual. TellUS may retain and use Aggregated Data after termination of Customer’s Subscription.

TellUS maintains de-identified data only in de-identified form, does not attempt to re-identify it except to test de-identification, and obligates recipients to the same restrictions. TellUS will not intentionally publish reports identifying Customer by name without Customer’s prior written authorization, except where the information is already public, disclosure is required by law, or disclosure is otherwise permitted under this Agreement.

21. Third-Party Integrations, APIs, and Connected Services

Where offered, salesHum may provide optional integrations, exports, or connectors with third-party systems. Customer is solely responsible for choosing whether to enable integrations, granting permissions, and determining what information is transmitted. TellUS does not control third-party systems and is not responsible for their availability, security, data practices, or acts or omissions. Customer grants TellUS permission to transmit Customer Data to third-party systems Customer enables; once transmitted, that information may be governed by the third party’s terms and privacy practices. TellUS may introduce, modify, meter, or charge for integrations and may impose technical and security requirements on API access.

22. Finance Providers, Lending Partners, and Credit-Related Integrations

Where offered, salesHum may provide optional Finance Integrations enabling Customer-authorized transmission of selected information to a finance company, lender, or payment provider chosen by Customer. Customer solely determines whether to enable a Finance Integration, what information to share, and with whom, and is responsible for obtaining required permissions and disclosures. TellUS does not independently authorize sharing of Customer Data with finance providers except as instructed by Customer or as permitted by law.

TellUS and salesHum do not determine creditworthiness, perform underwriting, approve or deny financing, issue lending recommendations or credit decisions, provide consumer reports, or act as a lender, broker, credit bureau, or consumer reporting agency under the Fair Credit Reporting Act or similar laws. Any financing, lending, or credit decision is exclusively the responsibility of the applicable finance provider. TellUS may charge separate fees for Finance Integrations where offered, provided that any sharing of Customer Data remains subject to Customer authorization and applicable law.

23. No Sale of Consumer Information

TellUS does not sell Customer Data or consumer information to lenders, financing providers, advertisers, data brokers, or other third parties, and does not "share" personal information for cross-context behavioral advertising. Optional integrations facilitate Customer-authorized transmission of information and do not constitute a sale or transfer of ownership of Customer Data by TellUS. Customer remains responsible for ensuring it has the legal right to share information it directs TellUS to transmit. Nothing in this Section limits TellUS’s use of Aggregated Data or de-identified data as described in Section 20.

24. Privacy, Data Roles, Data Processing, and Subprocessors

25. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential, which may include business plans, pricing, software, technical and security information, Customer Data, and financial information. Each party shall use commercially reasonable measures to protect the other’s Confidential Information and shall not use it except to perform under this Agreement or as permitted. Confidential Information excludes information that is public without breach, already known without restriction, independently developed, or lawfully received from a third party without a duty of confidentiality.

A party may disclose Confidential Information where required by law or legal process, using reasonable efforts to limit disclosure and to provide notice where legally permitted. Notwithstanding the foregoing, TellUS may use Customer’s name, trade name, and logo as expressly permitted under Section 30 (Publicity and Customer References).

26. Security; Availability; Maintenance

TellUS will use commercially reasonable administrative, technical, and organizational measures designed to protect the Services and Customer Data against unauthorized access, loss, misuse, or alteration. Customer acknowledges that no platform can be guaranteed perfectly secure and is responsible for using strong credentials, limiting administrative access, promptly removing former Authorized Users, and maintaining appropriate internal policies. TellUS may perform maintenance and updates that temporarily affect availability and does not guarantee uninterrupted or error-free operation unless expressly stated in a separate signed service-level agreement. The Services depend on third-party providers, and TellUS is not liable for failures caused by third-party outages or events beyond its reasonable control.

If TellUS becomes aware of a confirmed unauthorized acquisition of Customer Data resulting from a compromise of TellUS-controlled systems, TellUS will notify Customer without undue delay after confirmation, and within any timeframe required by applicable law, subject to investigative, remediation, and legal requirements. Such notice is not an admission of fault or liability.

27. Acceptable Use; Prohibited Conduct

Customer shall not, and shall not permit Authorized Users to, use the Services for unlawful, harmful, fraudulent, deceptive, or abusive purposes; to secretly or unlawfully record individuals, conduct illegal surveillance, harass individuals, or evade consent requirements; to upload malware, interfere with the Services, attempt unauthorized access, bypass usage limits, scrape the Services, overload APIs, or build a competing product; or to reverse engineer the Services except where that restriction is prohibited by law. Customer shall not use the Services to process information it is not legally authorized to process, or for regulated use cases requiring special compliance controls unless TellUS has agreed in writing. TellUS may investigate suspected violations and may suspend or terminate access for violations of this Section.

28. Export Controls and Sanctions Compliance

Customer represents that neither it nor any Authorized User is located in, organized under the laws of, ordinarily resident in, or subject to comprehensive sanctions administered by the United States or other applicable authorities, or identified on an applicable restricted-party list. Customer shall not access, use, export, or re-export the Services in violation of applicable export-control or sanctions laws. TellUS may suspend or terminate access immediately if it reasonably believes Customer’s use may violate such laws.

29. Intellectual Property; Feedback; Trademarks

TellUS and its licensors retain all right, title, and interest in and to salesHum, the Services, software, designs, dashboards, documentation, AI configurations and prompts, trademarks, and other intellectual property, excluding Customer Data. Customer receives a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription term in accordance with this Agreement; no ownership rights are transferred.

If Customer provides suggestions or feedback regarding the Services ("Feedback"), Customer grants TellUS a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate the Feedback without restriction or obligation. Customer shall not use TellUS’s or salesHum’s trademarks without prior written consent, and except as permitted under Section 30, TellUS shall not use Customer’s trademarks without Customer’s permission.

Infringement claims and content rights. Customer represents that it possesses all rights, permissions, and consents necessary to upload, record, process, and use Customer Data through the Services, and shall not use the Services to process content that infringes or violates the rights of any third party. TellUS may, but is not obligated to, investigate claims of infringement or misuse and may remove, disable, restrict, or preserve content it reasonably believes may infringe, violate law, violate these Terms, or expose TellUS to risk, and may comply with takedown requests and legal process. Customer is solely responsible for all Customer Data and shall defend, indemnify, and hold harmless TellUS from claims arising out of Customer’s alleged infringement, misappropriation, or violation of third-party rights (see Section 34).

30. Publicity and Customer References

Unless Customer requests otherwise in writing, TellUS may identify Customer as a customer of salesHum and may use Customer’s name, trade name, and logo in customer lists, website and marketing materials, presentations, and investor materials to describe Customer’s use of the Services. TellUS shall not disclose Customer’s Confidential Information, non-public business information, recordings, transcripts, AI Output, or Customer Data in connection with such marketing without Customer’s prior written consent. Customer may withdraw permission for future marketing use of its name or logo by written notice, after which TellUS will use commercially reasonable efforts to discontinue future use in newly created materials, though it need not recall previously published materials.

31. No Professional Advice; No Guarantee of Results

salesHum is a technology tool. The Services and AI Output do not constitute legal, tax, financial, lending, employment, HR, compliance, medical, or other regulated advice, and Customer is responsible for obtaining advice from qualified professionals as appropriate. TellUS does not guarantee that use of salesHum will increase sales, improve close rates, reduce cancellations, produce financing approvals, ensure compliance, or produce any particular business outcome, which depend on many factors outside TellUS’s control.

32. Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TELLUS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, SECURITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

TELLUS DOES NOT WARRANT THAT THE SERVICES, AI OUTPUT, TRANSCRIPTS, RECORDINGS, INTEGRATIONS, ANALYTICS, OR REPORTS WILL BE ACCURATE, COMPLETE, RELIABLE, SECURE, TIMELY, AVAILABLE, OR SUITABLE FOR CUSTOMER’S PURPOSES. CUSTOMER ACKNOWLEDGES THAT AI, TRANSCRIPTION, AND SPEAKER-SEPARATION SYSTEMS MAY PRODUCE ERRORS AND IS RESPONSIBLE FOR REVIEWING OUTPUTS AND IMPLEMENTING APPROPRIATE HUMAN OVERSIGHT.

33. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELLUS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, COMMISSIONS, SALES, OPPORTUNITIES, LEADS, GOODWILL, OR DATA; BUSINESS INTERRUPTION; SUBSTITUTE SERVICES; FINANCING OUTCOMES; CREDIT DECISIONS; REGULATORY PENALTIES; OR DAMAGES ARISING FROM RECORDING VIOLATIONS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELLUS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO TELLUS FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limitations apply to all claims in the aggregate. The parties acknowledge that the fees reflect this allocation of risk and that TellUS would not provide the Services without these limitations.

34. Indemnification

Customer shall defend, indemnify, and hold harmless TellUS, its affiliates, officers, directors, employees, contractors, agents, licensors, subprocessors, successors, and assigns from and against any and all claims, demands, actions, damages, losses, liabilities, fines, penalties, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer’s or Authorized Users’ use of the Services.

Customer’s indemnification obligations include claims arising from or relating to unlawful recording, alleged lack of consent, invasion of privacy, wiretap or eavesdropping violations, recording of minors or household participants, Customer Data, misuse of AI Output, employment or contractor disputes, dealer or distributor disputes, finance-related data sharing, regulatory violations, violations of law, violations of these Terms, or infringement or misappropriation in or through Customer Data.

TellUS shall promptly notify Customer of any indemnifiable claim (failure to do so relieves Customer only to the extent materially prejudiced). Customer may control the defense with counsel reasonably acceptable to TellUS, provided Customer may not settle in a manner that admits fault by, imposes obligations on, or affects the rights of TellUS without TellUS’s prior written consent. TellUS may participate with its own counsel at its own expense, and if Customer fails to defend, TellUS may assume the defense at Customer’s expense.

35. Term; Termination; Effects of Termination

This Agreement begins when Customer accepts these Terms or first accesses the Services and continues until terminated. Customer may cancel a Subscription according to the applicable process, but cancellation does not entitle Customer to refunds except where required by law or expressly agreed. TellUS may terminate or suspend access if Customer breaches these Terms, fails to pay, violates law, creates security risk, misuses the Services, or engages in conduct TellUS reasonably believes creates legal, operational, or reputational risk.

Upon termination or expiration, Customer’s right to access the Services ceases, and TellUS may disable accounts, remove access, and process Customer Data according to legal obligations and the data lifecycle in Exhibit A. Customer is responsible for exporting Customer Data before termination; TellUS may offer a limited post-termination export period in its discretion but is not required to maintain Customer Data indefinitely.

36. Arbitration; Class Action Waiver; Governing Law

This Agreement and any dispute arising out of or relating to it, the Services, Customer Data, recordings, AI Output, billing, or the relationship between the parties shall be governed by the laws of the State of Florida, without regard to conflict-of-law principles. Except for claims eligible for small-claims court and claims seeking injunctive or equitable relief for misuse of intellectual property, unauthorized access, confidentiality breaches, or misuse of the Services, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Florida unless the parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER AND TELLUS EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING; DISPUTES SHALL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS. If the class-action waiver is found unenforceable as to a particular claim, that claim may proceed in court only to the extent required by law, and all other claims shall remain subject to arbitration to the maximum extent permitted.

37. Force Majeure

TellUS shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, severe weather, epidemics or pandemics, war, terrorism, civil unrest, labor disputes, governmental actions, internet or utility failures, cloud-provider or AI-provider outages, cyberattacks, denial-of-service attacks, security incidents, payment-processor issues, or failures of third-party systems. TellUS will use commercially reasonable efforts to mitigate such events where practicable.

38. Assignment; Corporate Changes; Successor Entity

Customer may not assign or transfer this Agreement or any rights or obligations without TellUS’s prior written consent, and any attempted assignment in violation of this Section is void. TellUS may assign, transfer, or novate this Agreement, the Services, salesHum, Customer Accounts, and related rights and obligations to an affiliate, successor, or acquirer in connection with a merger, acquisition, reorganization, financing, or asset sale, provided the successor assumes TellUS’s material obligations. Customer acknowledges that salesHum may be transferred to a successor entity in connection with such a transaction and consents to such transfer without further authorization, subject to the successor’s assumption of TellUS’s material obligations.

39. Changes to Terms and Services

TellUS may update these Terms from time to time and may provide notice by posting updated Terms, sending email, displaying an in-product notice, or requiring click-through acceptance. Updated Terms become effective on the date stated or, if none, when posted. Customer’s continued use after updated Terms become effective constitutes acceptance; if Customer does not agree, Customer must stop using the Services and cancel its Subscription, subject to applicable payment and non-refund obligations. TellUS may change the Services over time and will use commercially reasonable efforts to avoid materially reducing core paid functionality during an active Subscription term without notice, reserving the right to make changes required for security, legal compliance, operational stability, or product improvement.

40. Notices

TellUS may provide notices to Customer by email, in-product message, account dashboard, invoice, or website posting, and such notices are deemed given when sent or posted. Customer shall keep account contact information accurate and current; notices to the email associated with the Account are effective even if Customer fails to read them. Legal notices to TellUS must be sent to the contact information listed in Section 42 (Contact Information) or such other address as TellUS designates in writing.

41. Miscellaneous

This Agreement, together with any applicable order form, the Privacy Policy, the DPA, and supplemental terms accepted by Customer, constitutes the entire agreement between the parties regarding the Services and supersedes all prior understandings. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent, or severed, and the remainder shall continue in effect. No waiver is effective unless in writing and signed by the party against whom it is asserted, and no failure or delay in exercising any right operates as a waiver. Headings are for convenience only.

Provisions that by their nature should survive termination shall survive, including payment obligations, ownership and intellectual-property provisions, Feedback rights, Customer Data licenses necessary for wind-down and legal compliance, Aggregated Data rights, confidentiality, data-retention and deletion provisions, legal-hold obligations, publicity rights, disclaimers, limitations of liability, indemnification, dispute-resolution and arbitration provisions, governing-law and assignment provisions, and any other provisions that reasonably require survival. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.

42. Contact Information

TellUS, 8 Corporate Park, Suite 130, Irvine, CA 92606

Support and Legal Notices: support@saleshum.co

Exhibit A — Payment Failure and Data Lifecycle

This Exhibit describes the operational process and should be kept consistent with actual system behavior.

• Day 0: Payment fails, is declined, or is reversed. TellUS may notify Customer and retry payment.
• Days 0–3 (grace period): TellUS may continue access and sends payment-reminder communications.
• After Day 3: TellUS may suspend or restrict the Account, disable functionality, pause recordings or processing, and restrict Authorized-User access.
• On cancellation or continued nonpayment: an approximately thirty (30) day window applies during which the Account may be reactivated by resolving payment.
• After approximately Day 30 (post-cancellation): Customer Data may be scheduled for deletion, subject to legal holds, backup cycles, technical limitations, and applicable law.

Exhibit B — Suggested Recording Disclosure Language

The following is operational guidance only and is not legal advice. Customer should consult counsel before adopting a recording script.

Suggested disclosure: "For training, coaching, and quality purposes, this conversation may be audio recorded with your permission. Please let me know if you do not agree to being recorded, or if any household member, including children, should not be included in the recorded discussion."

Suggested user confirmation before recording: "I confirm that I have provided the required recording disclosures and obtained any legally required consent from participants before starting this recording."

Optional additional confirmation: "I understand that I am responsible for ensuring no minors or other household members are intentionally recorded unless legally appropriate consent has been obtained."