Cold Outreach & Data Provenance Waiver

Version: v1.0 · Incorporated into the Vocapable Master Services Agreement upon execution.

This Cold Outreach & Data Provenance Waiver (this “Waiver”) is entered into between Capstra Labs, LLC, doing business as Vocapable (“Vocapable”), and the entity accepting this Waiver (“Customer”). It supplements the Vocapable Master Services Agreement (the “MSA”), the Acceptable Use Policy, and the Telecom Compliance Addendum, and applies where Customer elects to conduct any of the following (each, “Elected Outreach”): (a) calls to persons from whom Customer has not obtained prior consent to be called (“Cold Outreach”); (b) calls to contacts obtained from a third-party list seller, broker, or data appender (“Acquired Data”); or (c) the delivery of artificial-voice voicemail messages. If this Waiver conflicts with any other document, this Waiver controls with respect to Elected Outreach. The individual accepting represents that they have authority to bind Customer.

1. Customer’s Program, Customer’s Data, Customer’s Carrier

1.1 Elected Outreach is Customer’s program. Customer — not Vocapable — selects the contacts, supplies the data, defines the campaign, and originates every call on Customer’s own carrier account and phone numbers. Vocapable provides software. Vocapable does not sell, rent, source, or supply contact data, does not select whom Customer calls, and does not direct the timing, volume, or content of Customer’s campaigns.

1.2 Data provenance. Customer represents and warrants that all Acquired Data was obtained lawfully, under a valid agreement with the data supplier that permits its use for Customer’s calling programs, and that no contact data supplied to the Service was obtained by scraping, harvesting, or any unauthorized extraction. Scraped or unauthorized-extraction data remains prohibited on the platform in all cases.

1.3 Carrier relationship. All production Elected Outreach rides Customer’s own carrier account. Customer is solely responsible for its carrier relationship, including number registrations, A2P and STIR/SHAKEN attestations, and compliance with its carrier’s acceptable-use policies. Suspension or termination by Customer’s carrier is not a Service failure and gives rise to no refund, credit, or claim against Vocapable.

2. Sole Responsibility for Lawfulness

2.1 Customer is solely responsible for the lawfulness of every call and voicemail placed through the Service as Elected Outreach, including without limitation compliance with: the Telephone Consumer Protection Act (TCPA) and its artificial-voice and prior-express-written-consent rules; the FTC Telemarketing Sales Rule; federal, state, and internal Do-Not-Call registries; state telemarketing and “mini-TCPA” statutes; call-time, frequency, identification, and disclosure requirements; and any consent, notice, or record-keeping obligation applicable to Customer’s contacts, jurisdictions, or industry.

2.2 Platform controls are not legal clearance. The Service applies certain floor controls to every call — including Do-Not-Call scrubbing against lists the platform can access, jurisdiction rules for covered states, an AI-disclosure opener, and opt-out handling. Customer acknowledges that these controls are operational safeguards only: they do not verify Customer’s consent basis, do not cover every list or jurisdiction, do not constitute legal advice, and do not make any call lawful. Vocapable makes no representation or warranty that any Elected Outreach is lawful, and Customer has not relied on any such representation.

2.3 No legal advice. Nothing in the Service, its documentation, its screening questions, or its marketing is legal advice. Customer confirms it has had the opportunity to consult its own counsel regarding Elected Outreach.

3. Assumption of Risk; Waiver of Claims

3.1 To the maximum extent permitted by applicable law, Customer knowingly and voluntarily assumes all risk arising from Elected Outreach, including regulatory penalties, private claims (including class actions), carrier enforcement, and number or brand reputation damage, whether or not foreseeable.

3.2 To the maximum extent permitted by applicable law, Customer waives any right to assert, claim, demand, or recover from Vocapable any loss, fee, refund, credit, or damages — on any legal or equitable theory, including negligence, breach of warranty, failure of consideration, frustration of purpose, impossibility, impracticability, or unjust enrichment — arising from or relating to: (a) Elected Outreach and its consequences; (b) any change in law, regulation, or carrier policy that restricts, burdens, or prohibits Elected Outreach; (c) Vocapable’s suspension, restriction, or termination of Elected Outreach under Section 4; or (d) any third-party or regulator claim concerning Customer’s campaigns or data.

4. Vocapable’s Right to Refuse and Suspend

4.1 Vocapable may, at any time and without liability, refuse, restrict, suspend, or terminate any Elected Outreach, campaign, or account feature where Vocapable reasonably believes it is unlawful, violates the AUP, endangers platform integrity or carrier standing, or is the subject of complaints, regulator inquiry, or carrier action. Fees already paid or accrued are not refunded or credited on account of such action.

5. Indemnification

5.1 Customer will defend, indemnify, and hold harmless Vocapable, its affiliates, and their officers, directors, employees, and agents from and against any and all claims, actions, investigations, demands, losses, liabilities, damages, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) Elected Outreach; (b) Customer’s contact data, its provenance, or its use; (c) Customer’s violation of any law, regulation, or carrier policy; or (d) Customer’s breach of this Waiver. Vocapable may participate in the defense with counsel of its choosing at Customer’s expense, and Customer will not settle any claim imposing obligations on Vocapable without Vocapable’s prior written consent.

6. General

6.1 This Waiver survives the termination or expiration of the MSA with respect to Elected Outreach conducted while it was in effect.

6.2 If any provision of this Waiver is held unenforceable, it will be enforced to the maximum extent permissible, and the remainder will continue in full force. A holding that limits one clause of Section 3 or 5 does not disturb the others.

6.3 Customer’s acceptance of this Waiver is recorded with the accepted version, a cryptographic hash of the exact text presented, the signer’s name, title, and email, and a server-recorded timestamp and network address, and constitutes Customer’s execution of this Waiver.