CIENCE Services Addendum

These Services Terms supplement and incorporate the graph8 Cloud Service Agreement (CSA). Capitalized terms not defined here have the meanings in the CSA. If there is a conflict, these Services Terms control solely for the Services described herein; the CSA controls for all other matters (confidentiality, data protection, warranty disclaimers, limitation of liability, governing law, dispute resolution, etc.). (graph8)

Scope of Services

1.1 Delivery Inside graph8. Provider delivers go-to-market engineering and managed campaign services (the “Services”) entirely via the graph8 platform’s task system; no separate SOWs are required. These Services are named "CIENCE Services".

1.2 Initial Campaign Setup. Provider will design and launch initial campaigns tailored to Client’s ICP and market, including: (a) ICP-aligned outreach; (b) intent keyword/topic; (c) competitor; and (d) website-visitor campaigns.

1.3 Engagement Applications. Provider will: (a) add/configure site chat; (b) set up/manage Voice AI (AI receptionist, agent personas, and employee “twin/clone” agents, subject to §6); and (c) integrate calendar/meetings including round-robin routing for Clients employees.

1.4 Campaign Automation. Provider will configure multi-channel sequencing, automated follow-ups, and stop rules in the graph8 platform.

1.5 RevOps & Data Layer. Provider will enable data flows to Client’s system of record (e.g., CRM/MAP) and store campaign/engagement data in Client’s CDP within graph8. Roles, privacy, and security remain governed by the CSA/DPA. (graph8)

1.6 Ongoing Experimentation. After launch, the GTM team and Growth Manager will run continuous iteration (testing, optimization, new campaigns) to improve performance over time.

1.7 Portability. All campaign assets and campaign configurations created for Client are portable and may be exported for Client’s use in other systems, subject to §7 (Licensed/Third-Party Data).

Client Responsibilities

2.1 Access & Assets. Client will provide timely access to required systems (e.g., CRM/MAP/ad accounts, domains/DNS, numbers), brand assets/guidelines, legal/compliance inputs, and designated approvers.

2.2 Lawful Basis & Lists. Client is responsible for maintaining lawful basis for outreach, honoring suppression/opt-out lists, and providing any mandatory disclosures (see §4 and §6).

2.3 Task Reviews. Client will review/approve tasks and deliverables inside the platform in a timely manner. Delays or missing prerequisites may extend timelines and/or require additional credits/fees.

Fees, Credits & Invoicing

3.0 Payment Summary for Order Forms. For clarity in order form creation and client understanding, fees are structured as follows:

• Prepaid (Due on Contract Signing): Platform Subscription fee ($499/month), Growth Manager fee ($1,500/month), one-time setup fee ($5,000), and SDR onboarding fee ($1,000 per SDR, if applicable). These fees are due and payable in advance on the first day when signing the contract.
• Month-End Invoiced (After Services Delivered): SDR base compensation and commission (invoiced by SDR on 1st of month for preceding month's services), plus 5% platform fee on SDR compensation. Client pays after services are delivered, not prepaid.
• Subsequent Months: Platform Subscription and Growth Manager fees are invoiced monthly and due on the monthly renewal date for the next month's service period. SDR fees continue on month-end invoicing schedule per §3.6.9.

3.0.1 First Month Cost Examples. Examples of total first-month costs (prepaid fees only; SDR fees invoiced separately at month-end):

Note: SDR monthly fees (base + commission + 5% platform fee) are invoiced at month-end after services are delivered. See §3.6.9.2 for SDR cost examples including commission.

3.0.2 Credit Terms. Credits and all credit-related pricing, accrual, consumption, expiration, overage, refunds, and auto top-ups are governed by the Credit Terms published in the graph8 platform (the "Credit Terms"). Client agrees that the Credit Terms (as updated from time to time per the CSA) apply to all credit usage within the Services.

3.0.3 Currency & What's Included. All fees are in USD and due on receipt unless otherwise specified in the Order Form. Fees include:

• Platform Subscription ($499/month): Platform access, 75,000 credits/month included, platform infrastructure, basic support
• Growth Manager ($1,500/month): Dedicated Growth Manager, campaign management, ongoing optimization, strategic guidance
• Setup Fee ($5,000 one-time): Initial campaign setup, GTM system configuration, data integration, onboarding support
• SDR Onboarding Fee ($1,000 per SDR, one-time): SDR training, system integration, initial setup per SDR
• SDR Monthly Fees (invoiced month-end): Base compensation, commission, plus 5% platform fee — see §3.6 for detailed structure

3.1 Credits. Services consume credits as displayed in the platform. Credits are consumed on a prepaid basis or as part of Client’s monthly subscription. Specialized data, enrichment, and add-ons draw down available credits unless otherwise agreed in writing.

3.2 Credit Mechanics. Credit handling depends on credit type:

• Monthly Subscription Credits (75,000/month from Platform Subscription): Unused monthly credits roll over to the next month. Credits accumulate month-to-month if not fully consumed.
• Prepaid Credits (e.g., 1M Credit Package): Prepaid credits purchased separately (beyond the monthly subscription) do not expire and remain available until consumed. Prepaid credits are used after monthly subscription credits are exhausted. Prepaid credits are purchased "as-is" and are non-refundable — once purchased, prepaid credits cannot be refunded regardless of usage, cancellation, or contract termination. Prepaid credits remain available for use until fully consumed.
• Credit Exhaustion: If all available credits (monthly + prepaid) are exhausted, Services may pause until additional credits are purchased or the next monthly grant is available.
• Auto Top-Ups: Client may enable auto top-ups (if offered) per platform settings to automatically purchase additional credits when balance is low.

3.3 Invoices & Terms. Platform Subscription fees, Growth Manager fees, and one-time setup fees are due and payable in advance on the first day when signing the contract. For subsequent monthly billing periods, Platform Subscription and Growth Manager fees are invoiced monthly and due on the monthly renewal date for the next month's service period. SDR fees are not prepaid — SDR compensation (base + commission) follows a separate month-end invoicing schedule per §3.6.9, where SDRs submit invoices at month-end for services rendered during that month, and Client pays after services are delivered.

3.3.1 Payment Methods & Billing Contact. Payments may be made via credit card, ACH, wire transfer, or other methods as specified in the Order Form or platform settings. Invoices are delivered via email to the billing contact designated by Client and are also available in the graph8 platform. For billing questions or payment issues, contact billing@graph8.com or initiate a support ticket through the platform.

3.3.2 Late Payment. Past-due balances accrue interest at 1% per month (12% APR). If an invoice remains unpaid for 14 days, graph8 may suspend Client's platform account and related Services—including creation of new SDR engagements or invoice approvals—until payment is received. Services may resume upon payment of all outstanding amounts including accrued interest.

3.4 Recurring Services & Contract Terms. Services operate on a monthly subscription basis. Some clients may opt for an initial 3-month contract term with prepaid amounts as specified in the Order Form. After the initial term (whether monthly or 3-month), the contract automatically renews month-to-month unless the Order Form specifies a different renewal term (e.g., quarterly, yearly). Either party may cancel effective at the end of the then-current term via platform cancellation or written notice per §11.2.

3.4.1 Prepaid Multi-Month Contracts. If Client opts for a 3-month (or other multi-month) prepaid contract as specified in the Order Form, all prepaid fees for the entire contract term are due and payable on the first day when signing the contract. Prepaid amounts for multi-month contracts are non-refundable, regardless of when Client cancels, as Client receives Services for the full prepaid term. After the prepaid term expires, the contract automatically renews month-to-month (or as specified in the Order Form) unless either party cancels per §11.2.

3.5 Out-of-Pocket & Media Spend. External costs (e.g., ad spend, third-party tools) are pre-approved and billed separately at cost. Unless otherwise agreed in writing, Client is the payer of record on media platforms; Provider does not hold/custody Client media budgets.

3.5.1 Third-Party Tools, Credit Conversion, and Billing

3.5.1.1 Use of Third-Party Services. As part of delivering Services (including but not limited to SDR services, data enrichment, sales outreach, prospecting, or campaign execution), graph8 and its affiliated CIENCE delivery teams may use third-party platforms, tools, or data providers ("Third-Party Tools"). These may include, but are not limited to: (a) contact enrichment services (e.g., Clay, Apollo, MixRank, Clearbit), (b) LLM-powered enrichment or token-based processing, and (c) seat-based tools such as LinkedIn Sales Navigator, HeyReach, or other outreach or data platforms.

3.5.1.2 Client Responsibility for Third-Party Charges. When Third-Party Tools are used on behalf of Client, Client agrees to be responsible for the associated fees. graph8 will pass through these costs to Client as credit-based line items within the graph8 platform.

3.5.1.3 Conversion of Third-Party Costs Into Credits - Enrichment-Based Usage (Variable Costs). For usage-based or consumption-based Third-Party Tools (including LLM token costs, per-lookup enrichment, and variable API calls), fees will be converted into graph8 credits using the following formula:

Credits Charged = (Third-Party Cost × 1.3) ÷ Credit Conversion Rate

graph8 applies a 30% margin to enrichment-based costs to account for processing and delivery overhead.

3.5.1.4 Conversion of Third-Party Costs Into Credits - Seat-Based Tools (Fixed Monthly Costs). For monthly or per-seat Third-Party Tools used on behalf of Client, graph8 will convert the vendor's public list price into credits at the standard Credit Conversion Rate. No margin is added to seat-based tools.

3.5.1.5 Credit Conversion Rate. For the purposes of this Agreement, credits are valued based on Client's current subscription plan. Unless otherwise specified, the standard Credit Conversion Rate is defined as: 1 credit = Total Subscription Fee / Total Monthly Credits Provided. Example (Platform Plan): $499 / 75,000 credits = $0.00665 per credit.

3.5.1.6 Billing and Line-Item Visibility. All Third-Party Tool charges will appear as separate line items in Client's monthly credit ledger and billing statement. Each line item will include: (a) the name of the Third-Party Tool, (b) the underlying USD cost (for transparency), (c) the number of credits deducted, and (d) whether a margin was applied (enrichment only).

3.5.1.7 Credit Deduction Timing. (a) Enrichment usage will be deducted upon completion of enrichment or API processing. (b) Seat-based tools will be deducted on the first day of each month for the upcoming billing period. (c) Additional charges may apply if multiple seats are required for Client operations.

3.5.1.8 Client Authorization. By using graph8 and the associated CIENCE services, Client expressly authorizes graph8 to procure and utilize Third-Party Tools as needed to perform the agreed-upon services and to convert such costs into credits for billing. All converted charges will be governed by the formulas and structure described above.

3.5.1.9 Client Disputes. Clients may request clarification for any Third-Party Tool charge within 10 business days of the billing period. After this period, charges are considered accepted.

3.5.1.10 Changes to Third-Party Rates. Vendor prices for Third-Party Tools may change. graph8 may adjust the credit conversion accordingly without prior notice, provided the adjustment reflects the updated vendor list price or usage cost.

3.6 SDR Compensation Structure. SDRs are an optional add-on service available through the graph8 marketplace as part of CIENCE Services. SDRs may be individual independent contractors or employees of approved Agency Partners (call centers, staffing agencies, etc.). When Client engages SDRs, the following compensation structure applies regardless of SDR type, except as noted in §3.6.14 for Agency SDRs. SDRs engaged through CIENCE Services are subject to the Marketplace Terms & Conditions (graph8), except as modified by this Addendum. In case of conflict between this Addendum and Marketplace Terms, this Addendum controls for SDRs engaged as part of CIENCE Services.

3.6.1 Base Compensation. Each SDR earns a monthly base salary determined by their SDR level and location. Base compensation is earned for activity and compliance (performing required activities, logging work, adhering to compliance terms). Base compensation rates are as follows:

3.6.2 Commission Structure. Each SDR earns commission on a per-held-appointment basis. The commission structure is designed to achieve equilibrium — where the SDR's monthly commission aligns with their base salary under consistent, high-quality performance at defined performance targets.

3.6.2.1 Definition of "Held Appointment". A "held appointment" is a scheduled meeting between the SDR's prospect and Client's designated representative (e.g., sales rep, account executive) that: (a) was scheduled through the graph8 platform or Client's integrated calendar system; (b) occurred at the scheduled time (or was rescheduled and held within the same calendar month); (c) was attended by both parties (or the prospect attended and Client's representative was available); and (d) was not cancelled by the prospect more than 24 hours before the scheduled time. Appointments that are no-shows (prospect fails to attend without cancellation), cancelled by prospect less than 24 hours before scheduled time, or cancelled by Client do not qualify as held appointments. The Growth Manager, in consultation with Client, determines whether an appointment qualifies as "held" based on platform records and calendar confirmations.

3.6.2.2 Commission Calculation Formula. Commission is calculated as: Commission = (Calibrated Rate) × (Number of Held Appointments). During the initial 90-day calibration period, commission is calculated using the initial rate (typically $250 per held appointment) until a calibrated rate is established. After calibration, the calibrated rate applies to all held appointments.

3.6.3 Initial Commission Rate. The initial commission rate typically starts at $250 per held appointment. This rate serves as a starting point and is subject to calibration during the first 90 days of engagement. The initial rate applies to all held appointments during the calibration period.

3.6.4 Equilibrium Calibration Period. During the first 90 days of engagement (measured from the SDR's first day of active work on Client's campaigns), the per-appointment commission rate is calibrated collaboratively between Client, Growth Manager, and SDR to identify the "equilibrium rate" — the commission rate that ensures fairness, predictability, and sustainability for both parties.

3.6.4.0 What is Equilibrium? Equilibrium is achieved when the SDR's monthly commission aligns with their base salary under consistent, high-quality performance at defined performance targets. For example, if a US SDR 2 has a base salary of $2,600/month and the performance target is 10 appointments/month, equilibrium would be achieved at a commission rate of $260 per appointment ($260 × 10 = $2,600 commission ≈ $2,600 base). This balanced model ensures:

• Fairness: SDRs are compensated appropriately for effort and results, regardless of market difficulty
• Predictability: Both Client and SDR can forecast monthly costs and earnings
• Sustainability: The compensation structure remains viable long-term for both parties
• Market Adaptation: Commission rates adapt to actual market realities — easier markets may have lower rates (more appointments achievable), while difficult markets may have higher rates (fewer appointments achievable) — ensuring SDRs are rewarded equally for effort and quality across different market conditions

The equilibrium rate may be higher or lower than the initial $250 rate depending on real-world outcomes. For example, in an easy market where an SDR can achieve 20 appointments/month, equilibrium might be $130/appointment ($130 × 20 = $2,600). In a difficult market where only 5 appointments/month are achievable, equilibrium might be $520/appointment ($520 × 5 = $2,600). The calibration period identifies the true equilibrium rate for each specific campaign and market. The goal is to establish a fair and equitable commission structure that benefits both the SDR and Client.

3.6.4.1 Benchmark Data. If Client has existing historical data from previous SDR engagements, internal sales teams, or similar campaigns (e.g., appointment volumes, conversion rates, market difficulty metrics), this data may be used as a benchmark during calibration to accelerate the equilibrium identification process. The Growth Manager will review Client's benchmark data alongside actual performance data from the first 30-60 days to propose an equilibrium rate that reflects both historical patterns and current campaign realities. Use of benchmark data is optional and requires Client to provide such data; if no benchmark data is available, calibration proceeds based solely on actual performance during the 90-day period.

3.6.4.2 Calibration Factors. During calibration, the commission rate is evaluated based on:

• Actual appointment volume achieved
• Response rates and conversion metrics
• Effort required to execute the full SDR workflow (research, outreach, communication quality)
• Appointment difficulty and market dynamics
• Total achievable appointment volume for the campaign
• Client-provided benchmark data (if available)

3.6.4.3 Calibration Process. The Growth Manager initiates calibration review at 30, 60, and 90 days, presenting data and proposed rate adjustments. All parties (Client, Growth Manager, SDR) must mutually agree on any rate change. If parties cannot agree, the rate remains at the last agreed-upon value (or initial $250 rate if no agreement has been reached).

3.6.4.4 Rate Range. The calibrated commission rate may be higher or lower than the initial $250 rate based on market realities. Typical rates range from $50 to $700+ per held appointment, depending on campaign difficulty, conversion rates, and achievable volume. There is no minimum or maximum rate; the rate is determined by what achieves equilibrium (commission ≈ base salary at target performance).

3.6.4.5 SDR Replacement During Calibration. If an SDR is replaced during the calibration period, the replacement SDR begins a new 90-day calibration period with the initial $250 rate. The previous SDR's calibration data does not transfer to the replacement SDR.

3.6.4.6 Calibration Start Date. The 90-day calibration period begins on the SDR's first day of active work on Client's campaigns, not the contract signing date or onboarding completion date.

3.6.5 Performance Targets. Each campaign defines a realistic appointment target (e.g., 2, 5, 10, or 15 appointments per month) based on market dynamics. Performance targets are set collaboratively by Client, Growth Manager, and SDR during campaign setup and may be adjusted during the calibration period based on actual performance data. An SDR who reaches their defined performance target per campaign would earn monthly commission roughly equal to their base salary, maintaining a balanced compensation model. Performance targets are documented in the platform and may vary by campaign or SDR level.

3.6.6 Post-Calibration Rate. Once equilibrium is established through the calibration period (typically at the 90-day mark, but may be finalized earlier if all parties agree), the commission rate is fixed to maintain consistent monthly outcomes for both parties. During the calibration period, rate adjustments require mutual agreement between Client, Growth Manager, and SDR to ensure transparency, fairness, and shared success. After calibration, Client and SDR may mutually agree at any time to modify the commission rate, commission structure, performance targets, or base salary per §3.6.6.1. The calibrated rate may also be adjusted if: (a) campaign parameters significantly change (e.g., new market, different ICP) and all parties (Client, Growth Manager, SDR) mutually agree; or (b) SDR is reassigned to a different campaign with different difficulty parameters.

3.6.6.1 Modification of Compensation Terms. Client and SDR may mutually agree at any time to modify the commission structure (rate, calculation method, performance targets) or base salary. Any such modifications must be agreed upon in writing by both Client and SDR and documented in the engagement contract or through a written amendment. Modifications to base salary or commission structure are matters between Client and SDR; graph8 processes payments according to the terms agreed upon by Client and SDR. The Growth Manager should be notified of any modifications for record-keeping purposes, but Growth Manager approval is not required for Client-SDR mutual agreements to modify compensation terms.

3.6.7 Multiple SDRs. Client may engage multiple SDRs simultaneously. Each SDR has their own base compensation (based on their level and location) and commission rate (calibrated individually). Different SDRs may have different commission rates based on their assigned campaigns, performance, and calibration outcomes. Client may mix US and Offshore SDRs; each is compensated according to their respective base rates and individually calibrated commission rates. The one-time onboarding fee applies to each new SDR engaged.

3.6.8 One-Time Onboarding Fee. A one-time onboarding fee of $1,000 per SDR applies when engaging a new SDR through the marketplace. This fee covers training, system integration, and initial setup. The onboarding fee is due and payable on the first day when signing the SDR engagement contract. If an SDR is replaced, the replacement SDR incurs a new $1,000 onboarding fee.

3.6.9 Payment Schedule & Proration. SDR fees are not prepaid — SDR compensation is invoiced at month-end after services are delivered, separate from the prepaid Platform Subscription, Growth Manager, and setup fees per §3.3. SDR compensation follows the payment schedule set forth in the Marketplace Terms & Conditions (graph8): (a) SDR submits invoice on the 1st of each month covering base compensation and earned commission for the preceding month; (b) Client must approve or formally dispute by the 5th; (c) Payment is due by the 10th; (d) SDR payout is released by the 15th. Payment of base compensation is contingent upon Client approval that the SDR performed required activities and adhered to compliance terms. Payment of earned commission is contingent upon the SDR meeting performance targets and delivering held appointments as defined in the engagement.

3.6.9.1 Partial Month Proration. If an SDR starts mid-month, base compensation is prorated based on the number of days worked in that month (base salary ÷ 30 × days worked). Commission is earned only for held appointments that occur during the SDR's active period. If an SDR leaves mid-month, base compensation is prorated for days worked, and commission is earned only for held appointments that occurred before the SDR's last day. If engagement is terminated mid-month per §11, Client is responsible for prorated base compensation and commission for held appointments through the effective termination date.

3.6.9.2 Total Cost Examples. Total monthly SDR cost includes base compensation, commission, and platform fee (5% of base + commission). Examples:

• US SDR 2 at target performance (10 appointments/month at $260/appointment): $2,600 base + $2,600 commission + $260 platform fee = $5,460/month
• US SDR 2 minimum cost (no appointments): $2,600 base + $130 platform fee = $2,730/month
• Offshore SDR 1 at target performance (8 appointments/month at $125/appointment): $1,000 base + $1,000 commission + $100 platform fee = $2,100/month
• Offshore SDR 1 minimum cost (no appointments): $1,000 base + $50 platform fee = $1,050/month

3.6.10 Platform Fee & Payment Processing. graph8 charges Client a 5% platform fee on total SDR compensation (base + commission). This fee is added to the SDR invoice amount. For example, if an SDR invoice totals $3,000 (base + commission), Client pays $3,150 ($3,000 to SDR + $150 platform fee to graph8).

3.6.10.1 No Margin on SDR Payments. CIENCE/graph8 does not make any margin or profit on SDR base compensation or commission payments. The 5% platform fee covers payment processing, platform infrastructure, marketplace operations, and administrative costs only. SDR compensation (base + commission) is passed through to SDRs at cost — Client pays the SDR directly through graph8's payment provider, and graph8 receives only the 5% platform fee for facilitating the transaction.

3.6.10.2 Client Payment Obligation & Risk Allocation. Client is solely responsible for paying SDRs for services rendered. SDRs are not paid if Client does not pay. graph8 acts solely as a payment processor and platform facilitator — graph8 does not hold any financial risk, guarantee SDR payments, or advance funds to SDRs. Even though SDR payments are processed through graph8's payment provider as a passthrough, Client remains fully accountable for payment obligations to SDRs. If Client fails to pay an SDR invoice, the SDR does not receive payment, and graph8 is not liable for the unpaid amount. Client's payment obligation to SDRs exists independently of graph8's role as payment processor. This risk allocation ensures that Client maintains direct accountability for SDR compensation while graph8 provides payment processing services without assuming financial liability.

3.6.11 Dispute Process. Client disputes regarding base compensation are strictly limited to instances of verifiable failure to perform activities (e.g., absence, failure to log work) or material breach of compliance/acceptable use terms. Disputes regarding commission are addressed through the commission structure and performance targets. Any payment reduction for failure to meet performance targets is applied to earned commission first, never base compensation. Disputes regarding whether an appointment qualifies as "held" are resolved by the Growth Manager based on platform records and calendar confirmations. For full dispute procedures, see the Marketplace Terms & Conditions (graph8).

3.6.12 Reporting & Transparency. Held appointments, commission calculations, and SDR performance metrics are tracked in the graph8 platform and available to Client via platform dashboards per §9.1. Client may review appointment records, commission calculations, and SDR activity logs at any time. Commission calculations are included in monthly SDR invoices submitted on the 1st of each month.

3.6.13 Termination & Transition. If engagement is terminated per §11, Client is responsible for prorated base compensation and commission for held appointments through the effective termination date. If an SDR is replaced, the replacement SDR incurs a new $1,000 onboarding fee and begins a new 90-day calibration period. Commission earned by the previous SDR for held appointments that occurred before replacement is payable per the normal payment schedule.

3.6.14 Agency SDRs. When SDRs are provided by an approved Agency Partner (call center, staffing agency, or similar organization):

• Service Provider: The Agency (not the individual SDR) is the service provider. All fees are invoiced to Client and remitted to the Agency. The Agency is responsible for paying its employees.
• Compensation: The Agency determines how to compensate its employees. graph8 pays the Agency the agreed rate; the Agency's internal compensation structure is not visible to Client or graph8. The base compensation rates in §3.6.1 represent the rates paid to the Agency, not necessarily the wages the Agency pays its SDRs.
• Commission Structure: The equilibrium calibration process (§3.6.4) applies to Agency SDR engagements to determine the per-appointment rate paid to the Agency. How the Agency shares or distributes commission internally is at the Agency's sole discretion.
• No Direct Hire: Client may NOT directly hire Agency SDRs. This restriction applies during the engagement and for twelve (12) months following termination. See Marketplace Terms & Conditions (graph8) for details.
• Replacement: If an Agency SDR needs to be replaced, the Agency will provide a replacement SDR at no additional onboarding cost to Client. The $1,000 onboarding fee (§3.6.8) does not apply to Agency-initiated replacements within the same engagement.
• Employment & Liability: The Agency is solely responsible for its SDRs' acts, omissions, and all employment-related matters. Neither graph8 nor Client is an employer or co-employer of Agency SDRs.
• Agency Agreement: Agencies participating in the marketplace are bound by the Agency Participation Agreement.

Social/Platform ToS, Email & Telecom Compliance

4.1 Platform ToS. Social/advertising activities are performed under each platform’s Terms of Service (e.g., Meta, LinkedIn, X/Twitter, Google). If Client directs activities outside those rules, such activities are at Client’s sole risk. Provider is not responsible for enforcement actions, account suspensions, ad rejections, or takedowns resulting from such activities.

4.2 Email. Client will comply with applicable email regulations (including CAN-SPAM (US) and, where applicable, CASL (Canada) and PECR/ePrivacy (UK/EU)). Client is responsible for sender identity, lawful basis, unsubscribe/opt-out, suppressions, and SPF/DKIM/DMARC authentication/reputation. Provider may assist setup but does not guarantee deliverability.

4.3 Telecom/Messaging & Recording. Client will comply with TCPA, TSR, state analogs, local DNC, A2P 10DLC registration, STIR/SHAKEN, and all call-recording/consent laws (including two-party consent jurisdictions). Client authorizes Provider to provision numbers and register brands/campaigns on Client’s behalf, where needed.

4.4 Opt-Outs & Suppression. Client must maintain and honor opt-out/suppression across channels; Provider will implement platform-level suppression per Client configuration.

Performance & Platform-Risk Disclaimer

5.1 Iteration System, Not Guarantees. Provider uses reasonable skill and care and operates an iteration-driven system intended to improve ROI over time. No specific results are guaranteed (including leads, conversions, revenue, inbox placement, social reach, ad approvals, or reinstatement).

5.2 Third-Party Risk. Provider is not responsible for third-party outages, policy changes, enforcement actions, or account approvals.

Voice AI “Twins/Clones”, Likeness & Recording

6.1 Consent & Rights. Client represents/warrants it has informed, written consent and all necessary rights of publicity/likeness from any individual (e.g., employees) for whom a “twin/clone” voice or persona is created and deployed.

6.2 Biometric/Voice Laws. Where applicable (e.g., IL BIPA, TX CUBI), Client will provide required notices and obtain consents.

6.3 Required Disclosures. Where required by law or policy, Client will provide AI and/or recording disclosures to call/chat participants.

6.4 Prohibitions. No impersonation without consent; no fraudulent or deceptive representations.

Ownership, Portability & Licensed/Third-Party Data

7.1 Portability. Upon full payment, Client receives a non-exclusive, worldwide license to use creative, playbooks, reports, and campaign configurations created for Client and may export them for use elsewhere.

7.2 Provider IP. Templates, frameworks, methodologies, software, and the platform are—and remain—Provider IP. No implied rights are granted. (graph8)

7.3 Licensed/Third-Party Data. Specialized datasets or third-party-licensed data are subject to their licensors’ terms and may be export-restricted. Client must not resell, sublicense, or export such data beyond permitted use. Where export is restricted, Provider will provide equivalent metadata or audience definitions to preserve campaign portability without violating license terms.

Deliverables, Acceptance & Revisions

8.1 In-Platform Delivery. Deliverables (assets, enriched data, reports, configs) are provided via the platform.

8.2 Deemed Acceptance. Unless Client provides a written, specific objection within five (5) business days of availability, a deliverable is deemed accepted.

8.3 Revisions. Revisions beyond what is included in platform workflows consume additional credits or are billed at standard rates.

Reporting & Access

9.1 Dashboards. Performance and operational metrics are available via platform dashboards and/or scheduled reports configured by Client.

9.2 Audit Trails. Task histories and change logs are retained per platform policy (see CSA/DPA for retention). (graph8)

Agency Authority & Subcontractors

10.1 Authority. Client authorizes Provider to act in Client’s systems/accounts as reasonably necessary to deliver the Services, subject to Client policies.

10.2 Subcontractors. Provider may use qualified subcontractors/affiliates and remains responsible for their performance and confidentiality.

Term, Cancellation & Offboarding

11.1 Term. Services are provided on a monthly basis aligned to Client's subscription, unless the Order Form specifies an initial multi-month term (e.g., 3-month prepaid contract). After the initial term, the contract automatically renews month-to-month unless the Order Form specifies a different renewal term (e.g., quarterly, yearly).

11.2 Cancellation. Either party may cancel effective at the end of the then-current term (monthly, quarterly, or as specified in the Order Form) via platform cancellation or written notice. Cancellation is effective only at the end of the then-current term, not mid-term.

11.3 For Cause. Either party may terminate immediately for material breach not cured within thirty (30) days of written notice.

11.4 Effect. Client is responsible for credits consumed and fees incurred through the effective date. Provider will keep in-progress work and export tools available for thirty (30) days post-termination to support offboarding; additional offboarding assistance may be billed.

11.5 Refund Policy for Prepaid Fees. Prepaid fees (Platform Subscription, Growth Manager, setup fee, SDR onboarding fee, any multi-month prepaid contract amounts, and prepaid credits) are non-refundable. Since cancellation is effective only at the end of the then-current term per §11.2, Client has received Services for the full term and no refund applies. This includes: (a) monthly prepaid fees — no refund since Client receives Services for the full month; (b) multi-month prepaid contracts (e.g., 3-month prepaid) — no refund regardless of when Client cancels, as Client receives Services for the full prepaid term; (c) prepaid credits — prepaid credits are purchased "as-is" and are non-refundable regardless of usage, cancellation, or contract termination. Prepaid credits remain available for use until fully consumed and do not expire per §3.2. Exceptions: (a) if Provider terminates for convenience (not for Client breach), Client will receive a prorated refund of prepaid Platform Subscription and Growth Manager fees for the unused portion of the then-current term, but setup fees, SDR onboarding fees, multi-month prepaid contract amounts, and prepaid credits remain non-refundable; (b) if Client terminates due to Provider's material breach per §11.3, Client will receive a prorated refund of prepaid Platform Subscription and Growth Manager fees for the unused portion of the then-current term, but setup fees, SDR onboarding fees, multi-month prepaid contract amounts, and prepaid credits remain non-refundable. SDR fees (base + commission) are invoiced at month-end after services are delivered and are not subject to refund except for disputed amounts resolved in Client's favor per §3.6.11.

Confidentiality, Data Protection & Security

12.1 Incorporation by Reference. Confidentiality, privacy, data protection, and security obligations are governed by the CSA (and any DPA), which are incorporated here by reference. (graph8)

12.2 System of Record. Provider will support flows to Client’s system of record as configured; data classification and retention policies follow the CSA/DPA. (graph8)

Warranties; Disclaimer

13.1 Standard of Care. Provider will perform the Services with reasonable skill and care consistent with industry standards.

13.2 Disclaimer. Except as expressly stated in these Services Terms and the CSA, the Services are provided “as is.” Provider disclaims all other warranties (including implied warranties of merchantability, fitness for a particular purpose, and non-infringement). No outcomes are guaranteed. (graph8)

Indemnification; Limitation of Liability

14.1 Client Indemnity. Client will defend and indemnify Provider against claims arising from: (a) Client data, content, or instructions; (b) Client’s violation of law, platform ToS, or third-party terms; or (c) lack of consents/rights for voice “twins/clones,” call recording, or outreach.

14.2 Liability Cap & Exclusions. The CSA’s limitation of liability applies to the Services. For clarity, Provider’s aggregate liability arising from the Services will not exceed the fees paid by Client for the Services in the twelve (12) months preceding the claim, and neither party is liable for indirect, incidental, special, consequential, or punitive damages. (graph8)

Miscellaneous

15.1 No SOW Requirement. The platform task system replaces traditional SOWs; task-level scopes, approvals, and history are binding records of work.

15.2 Order of Precedence. CSA → DPA → these Services Terms → Order Forms/platform plans. If an Order Form expressly modifies a Services clause, that Order Form controls for that clause.

15.3 Updates. Provider may update these Services Terms as permitted by the CSA. Material changes will be communicated via the platform or email. (graph8)

By using the Services, Client agrees to these Services Terms and the CSA.