These Terms and Conditions (the “Service Terms”) govern your access to and use of the Platform Services and form the agreement (“Agreement”) between A-Launch Inc., with a registered address at 490 Post St, Ste 500 PMB 2050, San Francisco, CA 94102 (“A-Launch”), and the customer that accesses or uses the Platform Services (“Customer”). They take effect when you first accept them or access or use the Platform Services.

1. Parties and Eligibility

In these Service Terms, “A-Launch,” “we,” or “us” means A-Launch Inc., and “Customer,” “you,” or “your” means the business entity identified in your account registration, together with the Authorized Users acting on its behalf. The Platform Services are for business and commercial use only and are not offered to consumers for personal, family, or household purposes.

By accessing or using the Platform Services, you represent and warrant that:

• You have the legal authority and capacity to enter into this Agreement on behalf of the entity you represent and to bind it to these Service Terms.

• All registration and account information you provide is accurate, current, and complete, and you will keep it updated.

• Your use of the Platform Services will comply with these Service Terms and all applicable laws.

If you do not meet these requirements or do not accept these Service Terms, you may not use the Platform Services.

2. Definitions

“Authorized User”: an employee, contractor, or agent of Customer that Customer permits to access the Platform Services on its behalf using credentials issued to Customer. Customer is responsible for all acts and omissions of its Authorized Users.

“Partner”: a third party that Customer authorizes, invites, or enables to access, use, or interact with Customer's account or the Platform Services, or to supply, receive, or exchange data (including call data, pings, or bids) through Customer's use of the Platform Services — such as call buyers, sellers, publishers, or networks. Partners also include any recipient of reports, dashboards, links, or other outputs that Customer shares, publishes, or makes accessible from the Platform Services. Partners act on Customer's side. Customer is responsible for all acts and omissions of its Partners, for all activity they conduct in or through Customer's account, for all use, further disclosure, and consequences of any data or output Customer shares with or exposes to them, and for their compliance with these Service Terms, in each case whether or not Customer directs, controls, identifies, or is aware of such Partner or activity.

“A-Launch Materials”: documentation, templates, instructions, and other materials A-Launch provides.

“Platform Services”: the services A-Launch provides (e.g., call tracking, data enrichment, AI voice agents, arbitrage insights, predictive bidding, and routing), as described in your account or at thekaliper.com.

“Kaliper”: a product and platform name operated by A-Launch Inc. “Kaliper” is not a separate legal entity or contracting party, and all rights and obligations under these Service Terms are with A-Launch Inc.

3. Platform Services

3.1 Authorization

Subject to your compliance with these Service Terms, A-Launch grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, revocable right to access and use the Platform Services for Customer's internal business purposes only, in accordance with A-Launch's documentation. Notwithstanding the “internal business purposes” limitation, Customer may (a) permit a Partner to access or use the Platform Services or Customer's account, and (b) share, publish, or make accessible reports, dashboards, links, or other outputs generated through the Platform Services with Partners or other third parties. Any such Partner access, and any such sharing or publication, is subject to these Service Terms and is at Customer's sole risk; Customer remains fully responsible for it, and for all subsequent access, use, and disclosure by any recipient, as set out in Sections 2 and 4.1. This Section does not permit Customer to resell, sublicense, rent, or provide the Platform Services to third parties on a service-bureau basis, which remains prohibited under Section 3.3.

3.2 Service Changes

A-Launch may modify, update, add, or discontinue any part or feature of the Platform Services, in its discretion. A-Launch will use reasonable efforts to give reasonable notice before discontinuing a material feature where commercially practicable, except where a change or discontinuation is required for security, legal, or compliance reasons, or is driven by third parties, Subproviders, or circumstances beyond A-Launch's reasonable control, in which case A-Launch may act without notice and without liability. A-Launch is not obligated to provide updates or new features. A-Launch provides email support at [email protected]; response times and support scope are not guaranteed unless set out in a separate written agreement or SLA. The Platform Services carry no uptime or availability commitment except as set out in Section 9. Customer's purchase is not contingent on any future functionality or on any A-Launch statement regarding it. Features identified as beta, preview, trial, or experimental are provided “AS IS,” without warranty or support, and may be changed or withdrawn at any time.

3.3 Restrictions

You may not:

• Copy, modify, or reverse engineer the Platform Services, or remove proprietary notices.

• Share access with unauthorized third parties, or resell, sublicense, rent, or provide the Platform Services to third parties on a service-bureau basis, except as expressly permitted.

• Breach or attempt to bypass security or compliance measures, or introduce harmful code.

• Use bots or automated processes to access the Platform Services, except via authorized APIs.

• Interfere with the Platform Services, including disabling, overburdening, or damaging them.

• Use the Platform Services illegally or to develop competing services.

• Use the Platform Services for high-risk activities, or in any way that violates applicable telemarketing, calling, consent, recording, or privacy laws (including TCPA and Do-Not-Call requirements), or misrepresent or omit any consent required for call recording, data collection, or contacting individuals.

• Use, contact, harvest, or process any data obtained through the Platform Services (including phone numbers in pings, bids, or call data) except as expressly permitted and in compliance with all applicable consent requirements, TCPA, Do-Not-Call rules, and accepted industry standards. Pinged or bid data is provided for routing and valuation only and may not be used to contact, dial, or message individuals unless expressly permitted.

• Submit, transmit, store, or process through the Platform Services any protected health information (as defined under HIPAA) or other data subject to heightened legal or regulatory protection (including data subject to the GLBA or PCI-DSS), unless A-Launch has expressly agreed in writing and the parties have executed any addendum required by law (e.g., a HIPAA Business Associate Agreement). Absent such agreement, Customer must not place such data into the Platform Services, and A-Launch has no obligation or liability for any such data Customer submits in breach.

A-Launch reserves all rights not expressly granted.

3.4 Customer Platforms

The Platform Services let Customer connect and operate third-party platforms and accounts it uses, including call-tracking, routing, bidding, advertising, and analytics platforms (“Customer Platforms”). Where Customer provides A-Launch with credentials, API keys, or other access to a Customer Platform, Customer authorizes A-Launch and the Platform Services to access, configure, operate, and exchange data with that Customer Platform on Customer’s behalf, at Customer’s direction and acting solely as a technical facilitator (and not as Customer’s agent for any other purpose), to provide the Platform Services. Customer represents that it is authorized to grant such access and that doing so does not violate its agreements with, or the terms of, any Customer Platform. Customer is solely responsible for its Customer Platforms, its agreements and compliance with them, all activity and fees on them, and any consequences of providing access (including any suspension, restriction, or loss of access imposed by a Customer Platform). A-Launch does not control Customer Platforms and is not responsible or liable for their availability, performance, acts, omissions, terms, or any loss or data issues arising from them.

3.5 A-Launch Subproviders

To provide the Platform Services (e.g., data enrichment, AI voice agents, transcription, or telephony), A-Launch may engage third-party providers, services, and infrastructure (“Subproviders”) and may transmit to them only the Customer Data reasonably necessary to provide the relevant Platform Services. A-Launch remains responsible for its Subproviders' provision of the Platform Services to the extent expressly set out in these Service Terms, but is not responsible or liable for failures, outages, or the quality of underlying third-party networks, carriers, or services it does not control, and makes no guarantee regarding call quality or connectivity.

3.6 Third-Party Links

The Platform Services may contain links to third-party websites or services. A-Launch is not responsible for their content, policies, or practices, and your use of such links is at your own risk.

3.7 Suspension & Enforcement

A-Launch may monitor use of the Platform Services for quality, improvement, security, and compliance purposes (see Section 5 and our Privacy Policy). A-Launch may investigate suspected violations and may suspend, restrict, throttle, or terminate Customer's access to all or part of the Platform Services, remove or disable content or data, disable integrations, require changes to Customer's use, or audit Customer's usage — at its sole discretion, with or without notice, for any conduct A-Launch reasonably determines (a) violates these Service Terms, applicable law, applicable consent requirements, or accepted industry standards; (b) misuses data obtained through the Platform Services; (c) may harm A-Launch, the Platform Services, other customers, any Customer Platform or Subprovider, or any third party; or (d) results in Customer, or any Partner or downstream recipient of data obtained through the Platform Services, becoming subject to a regulatory investigation, enforcement action, or legal proceeding involving that data or A-Launch’s systems. A-Launch will use reasonable efforts to give notice where practicable, but may act immediately and without notice where the conduct poses a risk of harm, legal exposure, or abuse. A-Launch is not liable for any suspension, restriction, or termination under this Section.

3.8 Trials

A-Launch may offer Customer a free trial of some or all Platform Services for the trial period specified at sign-up or in Customer's account. During the trial, A-Launch does not charge Fees for the Platform Services included in the trial, except as expressly stated at sign-up or in Customer's account. A-Launch may require a valid Payment Method to start or continue a trial; providing it constitutes authorization under Section 7.2, effective upon conversion to paid billing. Unless Customer cancels before the end of the trial, the trial converts to paid billing under Section 7, effective when A-Launch issues Customer's first invoice or initiates the first charge, on or before the end of the trial period, as described in Customer's account. A-Launch may modify, limit, shorten, or terminate any trial at any time. Trial features are provided “AS IS” in accordance with Section 3.2.

3.9 AI Features

The Platform Services include features that use artificial intelligence and machine learning, including AI-based call quality scoring, predictive bidding, routing, transcription, and AI voice agents that answer inbound calls and prequalify callers (collectively, “AI Features”).

(a) No guarantee of accuracy. AI Features are probabilistic and rely on models, data, and inputs that may be incomplete or imperfect. Their outputs — including scores, classifications, prequalification results, predictions, transcriptions, and routing or bidding recommendations — may be inaccurate, incomplete, or unsuitable for a particular purpose, and may reflect errors, omissions, or unexpected results. A-Launch does not warrant that any AI Feature output is accurate, reliable, complete, or fit for any purpose. AI Features are provided as a tool to assist Customer, not as a substitute for Customer's own judgment.

(b) Human oversight; Customer decisions. Customer is responsible for reviewing and validating AI Feature outputs before relying on them, and for all decisions it makes and actions it takes based on those outputs, including decisions about call routing, bidding, spend, and caller qualification. AI Feature outputs do not constitute professional, legal, financial, or other advice, and are not a guarantee of any outcome or result. Customer should not rely on AI Feature outputs as the sole basis for any decision that has legal, financial, or similarly significant effects on any individual.

(c) Voice agents; recording, disclosure, and consent. Where Customer enables AI voice agents that answer calls, converse with callers, or record or transcribe calls, Customer is solely responsible for ensuring that all legally required notices, disclosures, and consents are obtained and provided, including (i) any notice or consent required to record or transcribe a call under applicable one- and two-party consent and wiretap laws (e.g., CIPA and comparable state laws), and (ii) any disclosure that a caller is interacting with an automated or AI system rather than a human, where required by applicable law (e.g., bot-disclosure laws). Customer is solely responsible for the content, conduct, and outcomes of AI voice interactions and for their compliance with all applicable laws, and this responsibility forms part of Customer's obligations under Section 4.2.

(d) Use in regulated contexts. Customer is solely responsible for determining whether, and ensuring that, its use of AI Features complies with laws applicable to Customer's industry and use case, including, where relevant, the FCRA, ECOA, and fair-lending, insurance, employment, housing, and anti-discrimination laws. A-Launch does not review Customer's use case for such compliance and disclaims responsibility for it.

This Section is in addition to, and does not limit, the disclaimers in Section 10 or Customer's obligations and indemnities in Sections 4 and 11.

4. Customer Obligations

4.1 Responsibilities

You are responsible for, and will ensure, the following:

• Credentials. Keep all credentials and API Keys confidential and secure. Customer is solely responsible for all activity under its credentials or account, whether or not authorized, and for any consequences of sharing or exposing them, including any access, use, modification, or loss of data that results. Where Customer invites, provisions, or otherwise grants any Partner or other third party access to its account, Customer is responsible for that access and for all activity conducted under it. Customer must promptly notify A-Launch of any actual or suspected unauthorized use, misuse, or compromise.

• Shared outputs. Customer is solely responsible for any report, dashboard, link, export, or other output it shares, publishes, or makes accessible from the Platform Services, for its choice to do so, and for all access, use, redistribution, and consequences by any recipient, whether or not the recipient is known to or identified by Customer. Customer is responsible for restricting, revoking, or expiring any such access as needed; A-Launch is not responsible for any output once Customer has shared or exposed it.

• Authorized Users and Partners. Customer is solely responsible for all acts and omissions of its Authorized Users and Partners and their compliance with these Service Terms.

• Compliance. Use the Platform Services only in compliance with these Service Terms, the Acceptable Use Policy below, and all applicable laws and regulations.

• Customer-furnished data. Manage and remain responsible for all data Customer inputs, provides, or makes available through the Platform Services.

• Cooperation. Provide reasonable cooperation regarding information requests A-Launch receives from law enforcement, regulators, telecommunications providers, or Customer Platforms relating to Customer's use of the Platform Services.

4.2 Consent & Compliance Representations

Customer represents, warrants, and covenants that it has obtained and will maintain all notices, consents, and permissions required for: (a) the collection, recording, processing, and transmission of all Customer Data, including caller phone numbers and call recordings; (b) any contacting, calling, dialing, or messaging of individuals; and (c) any supply, receipt, or exchange of data (including call data, pings, or bids) between Customer and its Partners through the Platform Services, and any use of such data by its Partners. Customer is solely responsible for its compliance, and for its Partners' compliance, with all laws and industry standards applicable to its use of the Platform Services, including, as applicable, the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), Do-Not-Call rules, FCRA, FDCPA, HIPAA, GLBA, CCPA, and GDPR, and applicable carrier and industry guidelines (e.g., CTIA). A-Launch is not responsible for Customer's compliance, and Customer will indemnify A-Launch for any failure to comply with this Section. Without limiting the foregoing, unless A-Launch has expressly agreed in writing and the parties have executed a Business Associate Agreement, Customer represents, warrants, and covenants that it will not submit PHI or consumer health data to the Platform Services; that, where such data is involved, Customer (or the party on whose behalf it acts) is the covered entity or controller for that data and A-Launch acts solely as a conduit, processor, or service provider; and that Customer has obtained and will maintain all notices and consents required under HIPAA, the FTC Act, and applicable state consumer-health-data laws (including the Washington My Health My Data Act) for the collection, recording, transcription, processing, and transmission of such data. Where Customer exports, enriches, licenses, sells, or otherwise monetizes data obtained through or processed by the Platform Services, Customer further represents, warrants, and covenants that it holds all rights, consents, licenses, and authorizations necessary to do so, including for all downstream use by any recipient.

4.3 Acceptable Use Policy (AUP)

You, your Authorized Users, and your Partners must not:

• Engage in illegal or fraudulent activity, or send spam or unsolicited communications.

• Include content likely to harm A-Launch's reputation, or that is discriminatory, harassing, defamatory, or harmful to minors (any individual under the applicable age of majority or consent).

• Violate third-party rights (e.g., intellectual property, privacy).

• Distribute malware or engage in phishing.

• Disable, overburden, damage, or interrupt the Platform Services, or use automated processes (e.g., scraping) outside of authorized APIs.

• Use, contact, call, or message any data obtained through the Platform Services (including phone numbers in pings, bids, or call data) without all required consents, or in violation of TCPA, Do-Not-Call rules, or accepted industry standards.

• Send calls or messages to emergency, lifeline, or 911-related numbers, or use sequential or auto-generated number ranges.

• Harvest or collect information about individuals without their informed consent.

• Collect, process, transmit, or route data of, or calls directed to or knowingly originating from, minors (under 13 in the United States or under 16 in the EU/EEA, or as otherwise defined by applicable law) without all legally required parental or guardian consent, or use the Platform Services in connection with advertising, offers, or campaigns directed at such minors, in each case except in full compliance with COPPA, the GDPR, and other applicable children's-privacy laws.

Violations may result in content removal, account suspension, or termination at A-Launch's discretion.

4.4 No Agency; Independent Contractors

The parties are independent contractors, and nothing in these Service Terms creates any partnership, joint venture, employment, franchise, or agency relationship. The limited technical authority Customer grants A-Launch under Section 3.4 does not make A-Launch Customer’s agent for any other purpose. Customer's Authorized Users and Partners are not A-Launch's personnel, and A-Launch has no contractual relationship with, or responsibility to, Customer's Partners.

5. Data and Ownership

5.1 Customer Data

“Customer Data” means data you input or collect via the Platform Services. You must obtain consent for data collection as required by applicable law. A-Launch processes Customer Data to provide the Platform Services and as described in these Service Terms. Where the parties enter into a Data Processing Addendum (“DPA”), it governs the processing of personal data and prevails over this Section to the extent of any conflict. Customer grants A-Launch a non-exclusive, worldwide, royalty-free right to access, use, copy, store, transmit, process, and create derivative works of Customer Data as reasonably necessary to provide, maintain, secure, and improve the Platform Services, to prevent or address security, support, or technical issues, and to comply with law. Customer represents that it has all rights and consents necessary to provide Customer Data and grant this license (see Section 4.2).

5.2 Personal Data & Privacy

As between the parties, Customer is the controller (or business) and A-Launch is the processor (or service provider) of personal data contained in Customer Data, under laws such as GDPR and CCPA. A-Launch will process Customer Data in accordance with applicable data-privacy laws and any DPA entered into by the parties, which governs such personal data. A-Launch will notify Customer without undue delay, and in any event as required by applicable law, of a personal data breach affecting Customer Data. Customer must publish a privacy policy disclosing its data-collection practices and obtaining consent as legally required. With respect to any data export or enrichment feature, A-Launch provides technical enablement only, does not act as a data broker, and is not the controller of, and does not determine the purposes or means of processing for, any data Customer exports, enriches, sells, licenses, or otherwise monetizes downstream; Customer is solely responsible for all such activity and for the acts and omissions of any downstream recipient, enrichment provider, or destination it selects.

5.3 Treatment

A-Launch retains Customer Data per documented limits and may delete excess or aged data. Data is protected with industry-standard measures, but no system is fully secure, and transmission is at your risk. You acknowledge that the internet and telecommunications and carrier networks are inherently insecure, and A-Launch is not liable for any interception, alteration, or loss of Customer Data in transit over networks it does not control.

5.4 Ownership

You own Customer Data. A-Launch owns the Platform Services, software, and non-Customer data, together with all related intellectual property rights, and retains all right, title, and interest in and to the foregoing. No license or right is granted to Customer except as expressly set out in Section 3.1, and no rights are granted by implication, estoppel, or otherwise. Any feedback or suggestions you provide become A-Launch's property on a perpetual, irrevocable, worldwide, royalty-free basis and may be used without compensation or restriction. Notwithstanding the foregoing, A-Launch will not sell, license, disclose to third parties for commercial use, or otherwise monetize Customer Data, including any pings, leads, call events, or related bid or routing data provided by or on behalf of Customer, except as expressly authorized in writing by Customer. A-Launch may use Customer Data solely as necessary to provide, maintain, secure, and improve the Platform Services for Customer, subject to these Service Terms.

5.5 Usage, Aggregated, and Derived Data

Usage Data. A-Launch owns all data it collects, generates, or derives from the provision and use of the Platform Services, including configuration data, metadata, logs, and analytics regarding performance, security, and use, and may use it to operate, secure, improve, and develop its products and services. For clarity, Usage Data does not include Customer Data, including Customer's pings, leads, or related bid or routing data, and A-Launch will not sell, license, or otherwise monetize such Customer Data except as expressly authorized in writing by Customer.

Aggregated and Derived Data. A-Launch may create de-identified, aggregated, or derived data from Customer Data and from use of the Platform Services (“Derived Data”), provided it does not identify, and cannot reasonably be used to identify, Customer, any Authorized User, or any individual. A-Launch owns all Derived Data and may use and disclose it for any lawful business purpose, including analytics, benchmarking, marketing, and developing, improving, and training its and its providers' products, services, algorithms, and AI/ML models. These rights survive termination.

Call Content; Model Training. A-Launch does not use raw call recordings or verbatim transcripts as training data for its models, and does not sell or disclose them for third-party model training. A-Launch may, however, derive de-identified features, attributes, and signals from call content (e.g., call outcomes, intent or quality signals, routing-relevant attributes) and use that derived data to operate, secure, improve, develop, and train its and its providers' products, services, algorithms, and AI/ML models, provided it cannot reasonably be used to identify any individual. A-Launch does not use Customer-specific data to train models in any manner that identifies Customer, any Authorized User, or any individual. For clarity, A-Launch's rights in de-identified, aggregated, or derived data do not permit A-Launch to sell, license, or otherwise monetize ping-level data or any data derived from Customer Data in a manner that exposes, reproduces, or enables the reconstruction of Customer's pings, sources, buyers, or commercially sensitive routing or bidding information.

5.6 Protected Health Information and Consumer Health Data

Notwithstanding Sections 5.1, 5.4, and 5.5 and any A-Launch right to improve, develop, or train its products, services, or models, where Customer Data constitutes protected health information (PHI) governed by a Business Associate Agreement (BAA) between the parties, or constitutes consumer health data or other data subject to HIPAA, the FTC Act, or applicable state consumer-health-data laws (including the Washington My Health My Data Act), the applicable BAA and such laws control and supersede the licenses and rights granted to A-Launch in this Section 5 for that data. A-Launch will not use, disclose, or process such data except as permitted by the applicable BAA and applicable law, and no right to use Customer Data to improve the Platform Services or to train, develop, or improve models applies to such data. This Section does not expand any permission for Customer to submit such data; Customer's submission of PHI or consumer health data remains subject to Sections 3.3 and 4.2.

6. Term and Termination

6.1 Duration

• Service Terms: Continue until terminated in accordance with this Agreement.

• Subscription: Begins when you first access the paid Platform Services and renews automatically each month until canceled in accordance with Section 6.2.

6.2 Termination

• By Customer. Customer may cancel its account or the applicable Platform Service at any time through the cancellation mechanism provided in its account or by emailing [email protected] from the email associated with the account; cancellation takes effect at the end of the then-current billing period. Customer remains responsible for all Fees incurred through the effective date of cancellation.

• For cause. Either party may terminate for a material breach not cured within seven (7) days of written notice, or immediately upon the other party's insolvency, bankruptcy, or assignment for the benefit of creditors.

• By A-Launch. A-Launch may terminate Customer's access, in whole or in part, immediately and without liability where reasonably required for security, legal or regulatory compliance, abuse prevention, or Customer's material breach, or as provided in Section 3.7; no refund is due in these cases. A-Launch may also terminate for convenience on reasonable prior notice, in which case A-Launch will refund the unused portion of any prepaid Fees and the value of any unused Credits as of the effective date of termination.

6.3 How to Cancel

Customer may cancel the applicable Platform Service or its account at any time through the cancellation mechanism A-Launch provides in the account or by emailing [email protected] from the email associated with the account, and A-Launch will make cancellation no more difficult than sign-up. The following, by themselves, do not effect cancellation: (a) revoking, removing, or expiring a Payment Method; or (b) any cancellation confirmation from a party other than A-Launch.

6.4 Effect of Termination

Upon termination, Customer's access to the Platform Services ends, all outstanding Fees become immediately due, and A-Launch may delete Customer Data in accordance with any applicable DPA and its retention practices. Except where A-Launch terminates for convenience under Section 6.2, and except as provided in Section 7.9 (Estimated Usage reconciliation), all Fees and unused Credits are non-refundable (Sections 7.5 and 7.8); where A-Launch terminates for convenience, it will refund the unused portion of any prepaid Fees and the value of any unused Credits.

6.5 Survival

Sections 1, 2, 3.3–3.7, 3.9, 4, 5, 6, 7 (for unpaid Fees, non-refund, and Sections 7.8–7.11), 8, 9 (for accrued service credits), and 10–18 survive termination. Section 3.8 does not survive.

7. Fees, Billing & Payment Authorization

7.1 Fees and Rates

You agree to pay all fees for your access to and use of the Platform Services at the rates applicable to your account, as shown in your account dashboard. Invoices we issue reflect those rates. Different Platform Services and features may be billed under different models — including subscription fees, Prepaid Credits (Section 7.8), Estimated Usage (Section 7.9), and revenue-share fees (Section 7.10) — as applicable to your account and shown in your account dashboard. Each Platform Service or feature is designated in Customer's account or pricing page as billed under one or more of these models; unless otherwise specified, subscription fees and usage-based fees apply by default. Fees may include, without limitation, subscription fees, usage-based fees, performance-based fees, and amounts that pass through the costs of third-party services used to provide the Platform Services. We may add, modify, or remove fees, features, and rates. We will give at least ten (10) days' notice before any increase to your recurring subscription fees or base rates takes effect, and the increase will apply to usage and billing periods after that notice period. Reductions in fees, and changes to pass-through telecommunications and carrier charges and surcharges (which A-Launch does not control), may take effect immediately without notice. Your continued use after a change takes effect constitutes acceptance. Customer is also responsible for all telecommunications and carrier charges and surcharges, and for any costs, fines, or penalties imposed on A-Launch by a carrier, telecommunications provider, or regulator as a result of Customer's, its Authorized Users', or its Partners' use of the Platform Services.

7.2 Payment Authorization

To use paid Platform Services, you must provide and keep current a valid payment method (“Payment Method”), and you represent that you are authorized to use it. You authorize A-Launch and its third-party payment processors to store your Payment Method and to charge it — and, if it is declined, any other Payment Method associated with your account — for the following amounts, in each case without further approval at the time of the charge:

(a) recurring subscription fees, at the rates in effect for your account, upon each renewal;

(b) usage-based and other fees you incur under Section 7.1, billed at the time of use or in arrears for the applicable billing period;

(c) purchases of Prepaid Credits that you initiate, in the amount you select;

(d) Auto-Reload purchases of Prepaid Credits under Section 7.8(c), in each case in the reload amount you have configured in your account settings at the time the charge is initiated; and

(e) any outstanding amounts due upon suspension, termination, or closure of your account.

This is a continuing authorization. It remains in effect for as long as your account remains open and terminates only upon closure of your account; closure of your account requires that all outstanding amounts have first been paid. Removing, replacing, or allowing the expiration of a Payment Method does not cancel this authorization or your payment obligations (see Section 6.3), and this authorization survives updates or replacements of your Payment Method. You may manage your Payment Methods, and change or disable Auto-Reload, in your account at any time; changes apply prospectively to charges initiated after the change takes effect.

7.3 Failed Payments; Suspension

If a charge is declined or any amount is overdue, we may retry the charge, charge an alternate Payment Method, suspend or limit your access to the Platform Services, and/or assess interest on overdue amounts at the lower of 1.5% per month or the maximum rate permitted by law. Customer will also reimburse A-Launch for all reasonable costs of collecting overdue amounts, including reasonable attorneys' fees and collection-agency costs. You remain responsible for all amounts incurred, including for Platform Services used before any suspension. A-Launch will not assess interest on, or suspend access for, amounts subject to a good-faith dispute under Section 7.6, provided Customer cooperates diligently to resolve it.

7.4 Taxes

You are responsible for all sales, use, VAT, GST, and similar taxes and assessments, excluding taxes on A-Launch's net income.

7.5 Non-Refundable

Except as required by applicable law, as provided in Sections 6.4 and 7.9, or as expressly stated by A-Launch in writing, all Fees and Credits are non-refundable and not subject to proration. Credits are not redeemable for cash but remain available to apply against Fees for the Platform Services in accordance with Section 7.8.

7.6 Billing Disputes

You must notify A-Launch of any billing dispute within thirty (30) days of the date of the applicable charge or invoice; undisputed amounts remain due.

7.7 Payment Method Requirements

A-Launch may require payment by bank transfer (e.g., ACH or wire) instead of card for amounts above thresholds it designates, and may require Customer to maintain a valid Payment Method on file at all times.

7.8 Prepaid Credits; Auto-Reload

(a) Nature of Credits. Customer may prepay for Platform Services by purchasing prepaid service credits (“Credits”). Credits are a billing mechanism: they represent a prepayment that A-Launch applies against Fees for the Platform Services as those Fees are incurred. Credits are denominated in U.S. dollars for calculation and display purposes only. Credits are not money, currency, a deposit, stored value, electronic money, or a payment instrument; hold no cash value; do not earn interest; are non-transferable and non-assignable; may be applied only against Fees for the Platform Services under these Service Terms; and are not redeemable for cash or refundable, except as expressly provided in Section 6.4 or as required by applicable law. A-Launch is not a bank, money-services business, or money transmitter, and does not hold funds corresponding to Credits in trust or in a segregated account.

(b) Application. A-Launch may apply available Credits against usage-based and other Fees, as those Fees are incurred, before charging the Payment Method for them.

(c) Auto-Reload. Customer may enable Auto-Reload in its account by selecting a reload amount and a balance threshold. While Auto-Reload is enabled, A-Launch will automatically charge Customer's Payment Method for the configured reload amount each time Customer's Credit balance falls below the configured threshold, as authorized under Section 7.2(d). Customer may change the reload amount or threshold, or disable Auto-Reload, at any time in its account; changes apply to charges initiated after the change takes effect.

(d) Insufficient Credits; continuing liability. Credits do not limit or satisfy Customer's payment obligations. If Fees incurred exceed available Credits, Customer remains responsible for the excess, and A-Launch may charge the Payment Method for the excess under Section 7.2 and/or exercise its rights under Section 7.3.

(e) Expiration; account closure. Credits expire 12 months after the date of purchase and are applied on a first-purchased, first-applied basis. Expired Credits are forfeited and are not refundable or reinstated. Upon termination or closure of Customer's account, unused Credits are forfeited, except as provided in Section 6.4.

(f) Adjustments. A-Launch may correct billing errors and Credit balance errors, including by adjusting the Credit balance, and will notify Customer of material corrections.

7.9 Estimated Usage; Adjustments

Where applicable to a Platform Service under Customer's account, A-Launch invoices Customer in advance for estimated usage-based Fees for a billing period (“Estimated Usage”), in an amount determined by A-Launch based on Customer's historical usage or another commercially reasonable estimate of expected usage. After the end of the billing period, A-Launch reconciles the Estimated Usage against the usage-based Fees actually incurred: any shortfall is invoiced or charged under Section 7.2, and any excess is applied as a credit against Customer's next Estimated Usage invoice. If no further Estimated Usage invoice will be issued — including upon termination or closure of Customer's account — any remaining excess is first applied against amounts Customer owes A-Launch, and the balance, if any, is refunded to Customer. A-Launch's records and measurements of usage are controlling for reconciliation purposes, absent manifest error. Estimated Usage invoices are payable by the due date stated in the applicable invoice or, if none is stated, upon receipt.

7.10 Revenue Share

Where applicable to a Platform Service under Customer's account, Customer pays revenue-share or other performance-based Fees. Such Fees are calculated by A-Launch based on data recorded by the Platform Services for the applicable period, at the rates applicable to Customer's account, and are invoiced in arrears after the end of the applicable period. Revenue-share invoices are payable by the due date stated in the applicable invoice or, if none is stated, upon receipt. Revenue-share Fees are not payable from Credits and are subject to Sections 7.3 (failed payments) and 7.6 (billing disputes). A-Launch's calculations are controlling absent manifest error. Where revenue-share or performance-based Fees depend, in whole or in part, on revenue, sales, or other amounts that the Platform Services do not directly record — including amounts Customer or its Partners realize from the export, enrichment, licensing, sale, or other downstream monetization of data — Customer will report those amounts to A-Launch in writing promptly following the end of each applicable period, with a reasonable breakdown by source, Partner, or downstream destination and reasonable supporting documentation A-Launch requests. Such reports and the underlying records are subject to Section 7.11, and A-Launch may calculate the applicable Fees based on Customer's reports together with the data available to it.

7.11 Records; Audit

Customer will maintain complete and accurate records relating to its use of the Platform Services and to any usage-based, Estimated Usage, revenue-share, or performance-based Fees for a reasonable period. On reasonable prior written notice, A-Launch may audit those records to verify amounts payable. If an audit reveals a material understatement, Customer will pay the shortfall plus interest under Section 7.3 and reimburse A-Launch's reasonable costs of the audit.

8. Confidentiality

“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances, including business plans, technical data, pricing, and customer lists. It does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was known to the Receiving Party without restriction before disclosure; (c) is received from a third party without breach of any obligation; or (d) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party will (i) use the Disclosing Party's Confidential Information only to exercise its rights and perform its obligations under these Service Terms, and (ii) protect it using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care, and limit access to those who need it and are bound by confidentiality obligations at least as protective. The Receiving Party may disclose Confidential Information if required by law, provided it gives prior notice where legally permitted and reasonable cooperation. Each party acknowledges that breach of this Section may cause irreparable harm for which monetary damages are inadequate, and the non-breaching party may seek injunctive relief in addition to other remedies.

9. Service Level Agreement

A-Launch may offer Customer a service level agreement (SLA) specifying a target availability level for the Platform Services, as set out in Customer's account (the “Target Availability”). Where a Target Availability applies:

(a) Measurement. Availability is measured per calendar month, excluding Excused Downtime.

(b) Excused Downtime. “Excused Downtime” means any unavailability caused by: scheduled or emergency maintenance; force majeure (Section 13); Customer Platforms, Subproviders, carriers, or other third-party networks or services A-Launch does not control; Customer's own acts, omissions, equipment, or configurations; suspension or termination under these Service Terms; or beta, preview, trial, or experimental features.

(c) Service Credits. If measured availability in a calendar month falls below the applicable Target Availability, Customer's sole and exclusive remedy is a service credit, calculated as set out in the applicable SLA and capped at the Fees paid by Customer for the affected Platform Service for that month. Service credits are applied to future Fees, are not redeemable for cash, and must be requested within thirty (30) days after the end of the affected month.

(d) No SLA. Where no Target Availability is expressly agreed, the Platform Services are provided without any uptime or availability commitment, as stated in Section 3.2.

10. Warranty Disclaimer

THE PLATFORM SERVICES, A-LAUNCH MATERIALS, AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. A-LAUNCH EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. A-LAUNCH DOES NOT WARRANT THAT THE PLATFORM SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. A-LAUNCH MAKES NO WARRANTY REGARDING, AND IS NOT RESPONSIBLE FOR, CUSTOMER PLATFORMS, SUBPROVIDERS, OR ANY THIRD-PARTY, TELECOMMUNICATIONS, OR CARRIER NETWORKS, AND MAKES NO GUARANTEE REGARDING CALL QUALITY OR CONNECTIVITY. BETA, PREVIEW, TRIAL, AND EXPERIMENTAL FEATURES ARE PROVIDED “AS IS” WITH NO WARRANTY OR LIABILITY WHATSOEVER. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

11. Indemnification

11.1 By A-Launch

A-Launch will defend Customer against any third-party claim that the Platform Services, as provided by A-Launch and used in accordance with these Service Terms, infringe that third party's intellectual property rights, and will indemnify Customer for amounts finally awarded or agreed in settlement. A-Launch may, at its option, procure the right for Customer to continue using the Platform Services, modify them to be non-infringing, or terminate them and refund the value of any unused Credits and any unapplied Estimated Usage excess. A-Launch has no obligation for any claim arising from: (a) use of the Platform Services other than in accordance with these Service Terms; (b) the combination or use of the Platform Services with products, services, or data not provided by A-Launch (such as Customer Platforms or Customer Data), where the claim would not have arisen but for that combination or use; (c) beta or no-charge features; or (d) any data export or enrichment feature, or any data Customer exports, enriches, sells, licenses, or monetizes, or any downstream use thereof. This Section states A-Launch's entire liability, and Customer's exclusive remedy, for intellectual property infringement.

11.2 By Customer

Customer will defend and indemnify A-Launch and its affiliates, subsidiaries, shareholders, officers, directors, employees, agents, successors, and assigns from and against any claim, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's, its Authorized Users', or its Partners' breach of these Service Terms or the Acceptable Use Policy; (b) Customer Data; (c) Customer's or its Partners' failure to obtain or maintain consents or comply with laws under Section 4.2; (d) Customer Platforms or Customer's use of them; (e) any contacting, calling, recording, or messaging of individuals through or in connection with the Platform Services; (f) any PHI or consumer health data Customer submits to or processes through the Platform Services, or Customer's breach of its representations or obligations regarding such data under Section 4.2; or (g) the acts or omissions of any Partner, any Partner's access to or use of Customer's account, the Platform Services, or data obtained through them, or any report, dashboard, link, export, or other output Customer shares, publishes, or makes accessible from the Platform Services and any recipient's access to, use of, or reliance on it, including any related third-party claim, regulatory investigation, fine, or penalty.

11.3 Procedures

Indemnification is conditioned on the indemnified party promptly notifying the indemnifying party, giving it sole control of the defense and settlement (provided no settlement imposes any obligation or admission of liability or fault on the indemnified party without its consent), and providing reasonable cooperation at the indemnifying party's expense. A delay or failure to provide prompt notice will not relieve the indemnifying party of its obligations under this Section except to the extent it is actually and materially prejudiced by the delay. The indemnified party may participate in the defense and be represented by counsel of its own choosing, at its own expense, on a non-controlling basis.

12. Limitation of Liability

12.1 Exclusion of Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, GOODWILL, OR DATA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE SERVICE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO A-LAUNCH FOR THE PLATFORM SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

12.3 Exceptions

The limitations in Sections 12.1 and 12.2 do not apply to: (a) Customer's payment obligations under Section 7; (b) Customer's indemnification obligations under Section 11.2; (c) Customer's breach of the Acceptable Use Policy or Section 4.2; (d) either party's breach of its confidentiality obligations, infringement or misappropriation of the other's intellectual property, or willful misconduct; or (e) A-Launch's unauthorized sale, license, disclosure, or other monetization of Customer Data in breach of Section 5.4 or 5.5.

13. Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, governmental action, telecommunications or carrier failures, internet or hosting provider outages, cyberattacks, or denial-of-service attacks. The affected party will use reasonable efforts to mitigate the impact.

14. International Compliance

You will comply with all applicable laws in your use of the Platform Services, and you are responsible for determining whether your use satisfies your compliance obligations. You represent that you, and any party that controls or is controlled by you, are not subject to sanctions, not located in or a national or resident of any embargoed or restricted jurisdiction, and not on any U.S., EU, UK, or other applicable restricted-party or sanctions list (including the U.S. OFAC Specially Designated Nationals List and the U.S. Commerce Department Entity List). You will not use, export, or re-export the Platform Services in violation of applicable export-control or sanctions laws, and you will comply with applicable anti-corruption and anti-bribery laws. A-Launch is not responsible for your compliance failures.

15. Assignment

Customer may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without A-Launch's prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee is not a competitor of A-Launch and agrees to be bound by these Service Terms. A-Launch may assign this Agreement freely. Any assignment in violation of this Section is void. “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means more than 50% ownership or the power to direct its management. This Agreement binds and benefits the parties and their permitted successors and assigns.

16. Governing Law and Dispute Resolution

16.1 Informal Resolution

Before initiating any action or proceeding (other than a claim for injunctive or other equitable relief), a party will send written notice of the dispute to the other under Section 17, and the parties will attempt in good faith to resolve it for thirty (30) days.

16.2 Governing Law

These Service Terms are governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-laws principles.

16.3 Exclusive Venue

Any action or proceeding arising out of or relating to these Service Terms or the Platform Services shall be brought exclusively in (a) the state courts of the State of California sitting in San Francisco County, or (b) the United States District Court for the Northern District of California. Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection to venue or jurisdiction, including on grounds of forum non conveniens.

16.4 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE SERVICE TERMS.

16.5 Prevailing-Party Fees

In any action or proceeding to enforce or interpret these Service Terms, the prevailing party is entitled to recover its reasonable attorneys' fees, court costs, and other litigation expenses from the non-prevailing party.

16.6 Equitable Relief

A-Launch is entitled to seek injunctive relief, specific performance, and other equitable remedies in any court of competent jurisdiction to enforce its rights under these Service Terms, including in connection with unauthorized access to or misuse of the Platform Services, breaches of confidentiality, infringement or misappropriation of intellectual property, and payment defaults, without the necessity of proving actual damages and without the requirement to post any bond or other security.

17. General

• Entire Agreement. These Service Terms, together with any policies and addenda expressly incorporated by reference (including the Privacy Policy and, where applicable, the Data Processing Addendum), are the entire agreement between the parties regarding the Platform Services and supersede all prior or contemporaneous agreements and understandings. Any conflicting or additional terms in a Customer purchase order or vendor form are rejected and have no effect.

• Order of Precedence. In case of conflict, the following control in descending order: (1) any addendum expressly signed by both parties; (2) any Data Processing Addendum entered into by the parties; (3) these Service Terms.

• Modifications. A-Launch may revise these Service Terms by posting an updated version at https://thekaliper.com/ and, for material changes, by giving reasonable advance notice (by email or in-account notice) before they take effect. If a change materially and adversely affects Customer, Customer may reject it by cancelling the affected Platform Service or its account before the change takes effect, in which case the then-current Service Terms continue to govern through the end of Customer's current paid period. Changes do not apply retroactively to Fees already invoiced or to Credits already purchased. Continued use after a change takes effect constitutes acceptance.

• Notices. Notices to A-Launch may be sent by email to [email protected]; notices of breach, termination, indemnification, or dispute under Sections 6, 11, and 16 must also be sent in writing to A-Launch's registered address above, marked “Attn: Legal.” Notices to Customer are sent to the contact details associated with its account. A notice is deemed received: (a) if sent by email, on the date of transmission, absent a bounce-back or error message (or on the next business day if transmitted after 5:00 p.m. in the recipient's time zone); (b) if sent by reputable overnight courier, one business day after dispatch; and (c) if sent by registered mail, three business days after dispatch. You consent to receive notices and communications electronically.

• Waiver; Severability. No failure to enforce any provision is a waiver of it. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remainder will remain in full force and effect.

• No Third-Party Beneficiaries. These Service Terms do not create any rights in any third party.

• Governing Language. These Service Terms are drafted and executed in English. Any translation is for convenience only; in case of conflict, the English-language version posted at https://thekaliper.com/ controls.

• Headings. Section headings are for convenience only and do not affect interpretation.

• No Construction Against Drafter. These Service Terms will not be construed for or against either party as the drafter.

• Electronic Records and Signatures. Customer consents to transact electronically. Any electronic acceptance, record, or signature (including click-through acceptance and electronic, PDF, or DocuSign signatures) is valid, binding, and enforceable to the same extent as a handwritten signature or paper record, and Customer will not contest its validity or enforceability on the basis of its electronic form. This Agreement may be accepted or executed in counterparts.

18. Brand and Promotional Rights

Customer grants A-Launch a non-exclusive, worldwide, royalty-free license, during the term and consistent with any written brand guidelines Customer provides to A-Launch in advance, to use and display Customer's name, logo, and trademarks (the “Customer Marks”) to (a) identify Customer as a customer of A-Launch and (b) reference Customer in A-Launch's website, sales and marketing materials, social media, presentations, and investor or fundraising materials. A-Launch may also create and publish case studies, testimonials, and descriptions of Customer's use of the Platform Services; any case study that quotes Customer or discloses Customer-specific results will be prepared with Customer's reasonable cooperation and approval. Customer may revoke the license in this Section on written notice; revocation applies prospectively only and does not require A-Launch to recall, alter, or remove any materials already produced, printed, distributed, or published, and A-Launch's right to retain and continue using such already-produced materials survives termination. All goodwill arising from A-Launch's use of the Customer Marks inures to Customer, and nothing in this Section transfers ownership of the Customer Marks.