TitanX Master Services Agreement

Updated: 6/9/2026

This Master Services Agreement (“Agreement”) is entered into by and between Tribe Prospecting LLC d/b/a TitanX, a Tennessee limited liability company (collectively, “TitanX”), with offices at 4546 Chapman Hwy #1026, Knoxville, TN, and the customer entity identified on the applicable Order Form (“Customer”). TitanX and Customer may be referred to individually as a “Party” and collectively as the “Parties.” This Agreement is effective as of the date the applicable Order Form is fully executed by both Parties (the “Effective Date”).

Customer acknowledges and agrees that, for any FCC-regulated voice services provided in connection with the Services (as defined below), such services are being provided by the TitanX company FS Telecom LLC, a Arizona limited liability company and an Affiliate (as defined below) of TitanX.

In consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS
   
   1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting interests or other ownership interest.
   2. “Authorized Users” means employees, service providers, or contractors expressly authorized by Customer to access the Services on behalf of Customer, who are under Customer’s supervision and control and assigned unique user credentials.
   3. “Beta Features” means features, functionality, integrations, or data products that are not generally available and are designated by TitanX as beta, pilot, preview, or early access.
   4. “Compiled Data” means data that (a) is derived from Submitted Data or Customer’s use of the Services, including usage patterns, feature adoption, session data, and similar operational metrics, and (b) has been aggregated (whether with data from other customers or otherwise), such that it cannot reasonably identify Customer, its Authorized Users or any individuals.
   5. “Confidential Information” means all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, TitanX’s Confidential Information includes TitanX Data, product roadmaps, unpublished features, capabilities or functions, pricing, its business, financial, product, and marketing plans or procedures, and any other non-public information pertaining to its Services, Documentation, algorithms, data sources, customers, suppliers, providers, and licensors. Submitted Data constitutes Customer’s Confidential Information.
   6. “DPA” means the data processing terms available at https://titanx.io/dpa, which governs the processing of personal information under this Agreement, as such addendum may be updated from time to time.
   7. “Documentation” means standard user guides, documentation, and technical materials relating to the Services, as published, made available and updated by or on behalf of TitanX from time to time.
   8. “Feedback” means comments, suggestions, ideas, enhancement requests, recommendations, corrections, or other feedback provided by or on behalf of Customer regarding the Services, TitanX Data, Beta Features, or any of Customer’s products, services, or technologies.
   9. “Fees” means the fees, expenses, and other amounts payable by Customer for the Services as set forth in an Order Form.
   10. “Order Form” means a ordering document that references this Agreement and is executed by authorized representatives of the Parties.  Each Order Form is intended to set forth the applicable Services, Fees, usage limits, and Order Term.
   11. “Order Term” means the period during which Customer is entitled to receive the Services or access and use TitanX Data, as set forth in an Order Form.
   12. “Prohibited Data” means (a) government-issued identification numbers (e.g., Social Security Numbers, driver’s license numbers, state identification numbers, or passport numbers); (b) financial or customer account numbers, including financial institution or bank account numbers or credit or debit card numbers; (c) information regarding an individual’s sexual orientation, religion, or health or medical condition, including Protected Health Information as defined in 45 CFR 160.103; (d) unique biometric data or digital representation of biometric data; (e) an individual’s full date of birth; (f) maiden name of the individual’s mother; (g) an individual’s digitized or other electronic signature; or (h) a username, email address, or other unique electronic identifier sent in combination with a personal identification code, password, or security question and answer that would permit access to an online account.
   13. “Services” means the products or services set forth in an Order Form.
   14. “Submitted Data” means all data and information initially submitted by or on behalf of Customer to the Services. For the avoidance of doubt, Submitted Data does not include any data that Customer accesses, views, or downloads from the Services.
   15. “Third-Party Data Providers” means third-party data sources from which TitanX procures, licenses, or accesses contact data, phone numbers, email addresses, or other information used to provide the enrichment or scoring Services.
   16. “TitanX Data” means any data, data element, datasets, databases, or information that is obtained, collected or maintained by or on behalf of TitanX or its Affiliates from any source other than Customer, including if obtained or collected from another source in connection with the provision of Services. For the avoidance of doubt, to the extent that any data is obtained or collected from both Customer and another source, the copy that is obtained or collected from such other source shall constitute TitanX Data for purposes of this Agreement.
   17. “TitanX IP” means the Services, Documentation, TitanX Data, Compiled Data, any materials incorporating or derived from  the foregoing, in each case, including all inventions, discoveries, logic, proprietary systems, software, works of authorship, technology, algorithms, scoring models, methodologies, know-how, and predictive models, all improvements, enhancements, or derivatives to any of the foregoing, and together with all worldwide intellectual property rights, whether registered or unregistered, related to, embodied by or subsisting in each foregoing items.
2. PROVISION OF SERVICES

Access Grant. Subject to the terms of this Agreement and payment of Fees, TitanX grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Order Term to access and use the Services solely for Customer’s internal business operations and in accordance with the Documentation and the usage limits specified in the applicable Order Form. No rights are granted except as expressly set forth herein. Customer’s access to the Services is limited to the subscription scope specified in the applicable Order Form, including seat counts, credit allocations, data delivery limits, or call volume limits. TitanX may monitor usage for compliance with such limits. Use in excess of applicable limits may result in additional Fees or suspension of excess usage until such time as Customer upgrades its subscription.

Authorized Users and Account Security. Customer may permit its Authorized Users to access the Services solely for Customer’s benefit. Customer shall ensure that all Authorized Users are at or above the age of majority in their jurisdiction. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring compliance with this Agreement. Customer will need to set up an account or establish a direct integration in order to access the Services. Customer must maintain strong, unique passwords, keep login credentials confidential, and not share them with unauthorized users or permit account sharing. Customer is responsible for maintaining the confidentiality of account credentials and for all activity that occurs under Customer's account. Terminated Authorized Users must have access revoked within twenty-four (24) hours of termination. Customer shall keep its contact information current so that TitanX may deliver important notices, including service updates and legal changes. Customer acknowledges that unauthorized access to or loss of data may occur despite commercially reasonable security measures.

Changes; No Obligation to Update. TitanX may modify, enhance, or update the Services and the TitanX Data from time to time, provided that TitanX does not materially reduce the core functionality of the Services during the applicable Order Term. TitanX has no obligation to update, enhance, modify, or provide any new versions, releases, or features of the Services or TitanX Data, or to make any Beta Feature generally available, or to maintain any of the foregoing in any particular form. Customer acknowledges that the Services and TitanX Data are provided on an evolving basis and that certain features, functionalities, data sources, or data fields may be modified, deprecated, or discontinued at TitanX’s sole discretion. TitanX does not guarantee the continued availability of any particular data elements, records, or coverage within the TitanX Data.

Support and Service Levels. To the extent an Order Form indicates Customer’s receipt of hosted software application services (as opposed to data products or data feeds only): (i) TitanX shall use commercially reasonable efforts to provide technical support in accordance with the applicable Order Form and (ii) service availability commitments are governed exclusively by the applicable Order Form. Except as expressly set forth in any such Order Form, TitanX does not guarantee that the Services will be uninterrupted or error-free.

Third-Party Platforms and Services. The Services may interoperate with, and the delivery or availability of TitanX Data and the Services may depend or rely upon, products, services, platforms, applications, integrations or systems not provided by TitanX (“Non-TitanX Products”). TitanX does not control or warrant the availability, accuracy, or performance of any Non-TitanX Products. TITANX DISCLAIMS ALL WARRANTIES, OBLIGATIONS AND LIABILITY WITH RESPECT TO NON-TITANX PRODUCTS. Any failure, interruption, loss or degradation of a Non-TitanX Product shall not constitute a breach of this Agreement by TitanX or entitle Customer to any refund, credit or other amounts, and TitanX shall have no liability arising from or related to any such failure, interruption, loss or degradation notwithstanding anything else herein to the contrary.

Beta Features. From time to time, TitanX may make available Beta Features. Beta Features are provided solely for evaluation and feedback purposes and may be modified, suspended, or discontinued at any time. Beta Features are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind and without any service level commitment or support obligation. Beta Features are expressly excluded from any uptime commitments, support obligations, indemnification obligations, or other warranties under this Agreement, and Customer shall hold TitanX harmless as to the use of any Beta Features.

Customer Cooperation for Telephony Provisioning. Where the provisioning of region-specific phone numbers requires a local address or other documentation under applicable local law or telecommunications regulations, Customer shall, upon TitanX's reasonable request, cooperate with TitanX by providing such local address or documentation as may be necessary to enable TitanX to procure and provision phone numbers in the applicable jurisdiction. Customer represents that any address or documentation so provided is accurate and that Customer is authorized to use such address for this purpose. Customer acknowledges and agrees that any failure or delay by Customer in providing the requested address or documentation may result in TitanX being unable to procure or provision the applicable phone numbers, and may limit, delay, or prevent the availability of certain Services in the affected jurisdiction, and TitanX shall have no liability for any such limitation, delay, or unavailability of Services resulting from Customer’s non-compliance with this clause or other non-cooperation with TitanX in connection with the foregoing.

3. DATA PROTECTION AND PRIVACY

DPA. The DPA is hereby incorporated by reference into this Agreement, and the Parties shall comply with its terms with respect to all processing of personal information.

Compliance with Laws. Each Party shall comply with all applicable laws relating to its performance under this Agreement including Data Protection Laws as defined in the DPA. Notwithstanding anything herein (including any permissions granted by TitanX herein), Customer is solely responsible for: (a) Customer’s own understanding of, and compliance with, Data Protection Laws (as defined in the DPA); (b) obtaining all necessary notices or consents required by applicable laws such as Data Protection Laws (as defined in the DPA) and marketing laws to process personal information or conduct marketing activities, including adequate consent under the Telephone Consumer Protection Act (TCPA) for autodialer calls, providing opt-outs mechanisms under the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM Act), and other compliance requirements under these or similar laws; (c) ensuring that, when legally required, all call participants are notified, in accordance with applicable law, that calls may be monitored and transcribed; and (d) compliance with any additional requirements implicated by real-time call transcription, including state biometric privacy laws, wiretapping and eavesdropping statutes, sector-specific regulations, and international data protection laws. TitanX does not provide notices nor obtain any rights or consents on Customer's behalf and makes no representation regarding what applicable law might or might not require.

Customer Representations and Warranties. Customer represents and warrants that: (a) Customer has all necessary rights, permissions, and authority to provide and license the Submitted Data to TitanX; (b) the Submitted Data is true, accurate, and of living persons and does not contain sensitive personal information of individuals under the age of eighteen (18); (c) providing Submitted Data, and TitanX’s use as authorized by this Agreement, does and will not violate any applicable laws or regulations; (d) Customer will not transfer Prohibited Data to TitanX; (e) Customer has implemented and will maintain an information security program that contains administrative, technical, and physical safeguards appropriate to its size and complexity, the nature and scope of its activities, and the sensitivity of any TitanX Data provided to it, including at a minimum: (i) encryption of personal information using industry-standard encryption measures before transferring such information over a public network or on physical media; (ii) access controls limiting access to TitanX Data to Authorized Users with a need to know; (iii) regular security assessments and vulnerability testing; (iv) incident response and breach notification procedures; and (v) employee training on data protection and security practices; (f) the Submitted Data was obtained by Customer in compliance with all applicable laws and regulations, including data protection, privacy, anti-spam, and telecommunications laws, and Customer has all necessary rights, licenses, consents, and permissions from any applicable third party to submit such data to TitanX and to authorize TitanX's use thereof as contemplated by this Agreement; and (g) to the extent applicable to Customer’s business or its use of the Services and TitanX Data, Customer has implemented, maintains, and will comply with a written program reasonably designed to ensure compliance with applicable “know your customer,” customer identification, customer due diligence, anti-money laundering, counter-terrorist financing, and economic and trade sanctions laws and regulations (collectively, “KYC/AML Requirements”), and Customer shall not use the Services or TitanX Data in any manner that would cause Customer or TitanX to violate any KYC/AML Requirements.  If Customer transfers Prohibited Data to TitanX, Customer shall immediately notify TitanX and provide relevant details so TitanX may remove the Prohibited Data from its systems.

4. Breach Notification. Customer must notify TitanX at security@titanx.io within seventy-two (72) hours of any known or suspected unauthorized access to the Services, Customer accounts, TitanX IP, or TitanX Data, and shall include in such notice all material information regarding such unauthorized access that is reasonably known to Customer at the time of such notice. This Section does not modify the Parties' respective roles under applicable data protection laws.

Voice Services and Communications Compliance.Subject to purchase pursuant to an Order Form, TitanX makes available Services that include telephony and voice capabilities that enable Customer to initiate outbound communications and receive inbound communications, including calls and text messages, using telephone numbers provided or ported by TitanX (each such Services individually, or collectively, as context requires, “Communication Services”). Customer assumes full responsibility for compliance with all applicable federal, state, and local laws governing outbound calling, inbound calling, text messaging, call recording, live call monitoring, and real-time transcription, including the Telephone Consumer Protection Act (TCPA), the Federal Trade Commission's Telemarketing Sales Rule (16 C.F.R. Part 310), state telemarketing laws, wiretapping and electronic surveillance statutes (including the federal Wiretap Act, 18 U.S.C. §§ 2510-2522), regulations governing the electronic recording of telephone conversations, and any other applicable rule or law enforced by the Federal Communications Commission (FCC) or Federal Trade Commission (FTC). Customer represents and warrants that it has obtained and will maintain all necessary consents, permissions, and registrations required by applicable law, including consent from all call participants where required, and will honor revocation of consent. Customer is solely responsible for compliance with all applicable do-not-call requirements, including the National Do Not Call Registry and applicable state lists, and shall implement and maintain internal do-not-call procedures as required by law. Customer shall comply with all laws and regulations regarding caller identification, shall present accurate and non-misleading caller identification using numbers it is authorized to use, and shall not transmit misleading or inaccurate caller identification information. Customer acknowledges and agrees that (a) Customer, not TitanX, is the "caller," "sender," or initiator of outbound communications for all purposes, and Customer is responsible for all inbound communications received on numbers provided by TitanX; and (b) TitanX does not monitor, create, or control Customer's content or contact lists and has no obligation to screen communications for legal compliance. Customer will (i) comply with carrier, aggregator, and industry guidelines applicable to messaging and calling; and (ii) reasonably cooperate with traceback requests, subpoenas, lawful process, or regulatory inquiries. To the extent Customer uses the Communication Services to make telephone solicitations, TitanX provides a one-time notice of the applicable communications laws identified above; Customer acknowledges receipt of this notice and agrees to comply. TitanX may suspend or terminate the Communication Services, in whole or in part, if TitanX reasonably believes Customer is violating applicable laws, industry guidelines, or carrier requirements. The Communication Services may not support or carry emergency calls (e.g., 911). Customer should maintain separate telephone services for emergency calling. Customer shall execute a Letter of Authorization (“LOA”) in the form provided by TitanX, authorizing TitanX and its designated service providers to perform number monitoring, reputation management and remediation services used in connection with the Communication Services. The LOA shall be attached hereto as Exhibit A or otherwise provided by TitanX during onboarding. Customer may not use the Communication Services: (a) in a manner that violates any applicable laws or industry best practices, or that would cause TitanX to violate applicable law, including the TCPA, the CAN-SPAM Act, the Canadian Anti-Spam Legislation (CASL), or the FTC’s Telemarketing Sales Rules; (b) to advertise or promote any illegal service or product in the place offered or consumed; (c) to advertise or promote tobacco products, firearms, ammunition, counterfeit goods, adult content, unlicensed gambling, investment schemes, lotteries, or hate speech; (d) to defraud, deceive, mislead, discriminate against, harass, libel, or defame any person, group, or entity; (e) to violate any securities or commodities regulations; or (f) to threaten, promote, or commit violence or fraud, or violate any person’s or entity’s rights.

4. DATA RIGHTS AND LICENSING

TitanX Ownership. As between the Parties, TitanX owns and shall retain all right, title, and interest in and to TitanX IP, and any improvements, enhancements, or derivatives developed by TitanX using Compiled Data. Customer acknowledges that neither its use of the Services nor receipt of TitanX IP creates any ownership interest in any of the foregoing. Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer by implication, estoppel, or otherwise. 

Data Licenses. Subject to compliance with this Agreement and any Order Form, Customer is granted a non-exclusive, revocable, non-assignable, and non-sublicensable license during the Order Term to access and use the TitanX Data that is delivered as part of the Services solely for Customer’s internal business purposes with respect to the use of other Services provided by or on behalf of TitanX. Each Order Form shall expressly set forth the scope of Customer’s rights to access and use TitanX Data provided that Customer acknowledges that the scope and availability of TitanX Data is subject to change with or without notice from time to time. If an Order Form is silent as to Customer’s rights in TitanX Data, Customer has no rights in any TitanX Data beyond access through the Services during the Order Term. Customer hereby grants TitanX a worldwide, non-exclusive, and royalty-free license during the Term to host, access, copy, use, transfer, analyze, and process the Submitted Data for the purpose of providing the Services and performing its obligations and exercising its rights as contemplated under this Agreement

Compiled Data. TitanX may collect, use, analyze, and retain Compiled Data for any lawful purpose, including benchmarking, analytics, product development, improving its models, algorithms, and Services, and industry reporting. Customer acknowledges and agrees that TitanX exclusively owns all rights in and to Compiled Data and may use and exploit such data on an unrestricted and non-confidential basis during or after the Term, provided such data cannot reasonably be used to identify Customer, its Authorized Users, or any call participant without additional information that is not publicly available.

Submitted Data Ownership. As between the Parties, Customer owns and retains all of its right, title, and interest in and to Submitted Data. Notwithstanding the foregoing, Customer acknowledges that TitanX independently obtains, licenses, and maintains data from other sources, and that such obtained, licensed or maintained data (including data elements that may be identical to those contained in Submitted Data) is not Submitted Data and is not subject to any restrictions, deletion obligations, or use limitations applicable to Submitted Data under this Agreement. 

Feedback License. Customer grants TitanX a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and exploit any Feedback in any manner and for any purpose without attribution or compensation. TitanX has no obligation to implement any Feedback.

5. USAGE RESTRICTIONS

General Restrictions. Customer shall use, and shall cause all Authorized Users to use, the Services and TitanX Data in accordance with the Documentation, this Agreement, each Order Form, and all applicable laws and regulations. Customer shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, underlying structure, ideas, know-how, or algorithms of the Services; (b) modify, translate, or create derivative works of the Services, Documentation, or TitanX Data except as expressly permitted by TitanX; (c) use the Services for timesharing, service bureau, or other third-party benefit purposes; (d) sell, sublicense, resell, redistribute, distribute, or commercially exploit the Services or TitanX Data (or any other TitanX IP) except as expressly provided in this Agreement or an Order Form; (e) exceed usage limits set forth in the applicable Order Form; (f) interfere with or disrupt the integrity, security, or performance of the Services; (g) combine TitanX Data with third-party data to create a competing dataset or data product; (h) extract, scrape, or systematically download TitanX Data except as expressly permitted in the applicable Order Form; (i) publish, disclose, or make publicly available any TitanX Data or other TitanX IP, including in research, reports, or marketing materials, without TitanX's prior written consent; (j) remove or obscure any proprietary notices on or in the Services, TitanX Data, or Documentation; (k) access or use the Services or TitanX Data for purposes of competitive analysis, benchmarking the Services against competing products, or developing competing products or services; (l) use TitanX Data or the Services, or any enhancements, modifications, or derivative works of the foregoing (including in anonymized form), directly or indirectly, to train, influence, optimize, or develop any machine learning models, algorithms, or similar technologies for any purpose, including to develop any substitute for TitanX Data or the Services or for research purposes; (m) use TitanX Data or any aspect of the Services or other TitanX IP in any product, service, or application that is fraudulent, false, misleading, deceptive, defamatory, or obscene; (n) use TitanX IP in any manner that infringes, misappropriates, or violates a third party's intellectual property rights, proprietary rights, or rights of privacy or publicity; (o) provide access to the Services, TitanX Data, or any TitanX IP to any third party other than Authorized Users; (p) use TitanX Data as a factor in establishing an individual's eligibility for (i) credit or insurance to be used primarily for personal, family, or household purposes, or (ii) employment; (q) use TitanX Data in a manner that identifies any individual person by associating the data with a person's name, physical address, or government-issued identification number, except as necessary to utilize the Services for their intended purpose; or (r) use the TitanX IP in violation of applicable law.

Eligibility Restrictions. Customer may not use the Services if Customer or any of Customer’s Authorized Users are a competitor of TitanX (as determined by TitanX in its sole discretion).

6. PAYMENT OF FEES

Fees. Customer shall pay the fees set forth in the applicable Order Form (the “Fees”). Except as expressly provided in this Agreement, all Fees are non-cancelable and non-refundable. If Customer’s use of the Services exceeds the subscription scope set forth in the applicable Order Form, TitanX may invoice Customer for such excess usage at the rates specified in the Order Form or, if not specified, at TitanX’s then-current rates. Fees are exclusive of all taxes, duties, or governmental assessments. Customer is responsible for all applicable taxes associated with the Services, except for taxes based on TitanX’s net income. TitanX may increase or otherwise change the Fees at the end of any Order Term, in its sole discretion, by providing Customer with written notice at least thirty (30) days prior to the end of the then-current Order Term. Fee changes shall not apply during the then-current Order Term.

Payment Terms. Fees must be paid in full before services commence unless otherwise agreed by the Parties in an Order Form. TitanX is not obligated to provide the Services until payment is received. Unless otherwise set forth in an Order Form, Fees shall be invoiced in advance and payable within thirty (30) days of the invoice date.

Late Payment; Payment Failure. By entering into this Agreement, Customer authorizes TitanX to automatically charge Customer's payment method on file for all applicable Fees at the start of each renewal Order Term, unless Customer provides written notice of non-renewal in accordance with Section 7.1. Overdue amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. If Customer's payment method cannot be charged or Customer fails to pay undisputed amounts more than fifteen (15) days past due following written notice, TitanX may suspend or terminate access to the Services without limiting any other rights or remedies available at law or in equity. Suspension shall not relieve Customer of its payment obligations. Customer shall reimburse TitanX for all reasonable costs and expenses (including reasonable attorneys’ fees and collection agency fees) incurred in collecting any overdue amounts. If Customer does not renew its subscription at the end of the applicable billing cycle, the account will be downgraded to inactive status, and Customer acknowledges that inactive accounts may have limited or no access to the Services and TitanX Data.

Credits. All credits purchased or obtained by Customer in connection with the use of the Services are subject to the rules and restrictions set forth in the applicable Order Form. Credits may not be resold or transferred. Credits expire at the end of each billing term unless expressly stated otherwise in the applicable Order Form. Credits do not expire during the billing term so long as Customer’s subscription payment is current. In the event Customer chooses to delete its account entirely, all credits will be forfeited upon deletion.

7. TERM AND TERMINATION

Term. This Agreement shall commence on the Effective Date and expire when there is no Order then in effect (“Term”). Each Order shall set forth an Order Term, and unless otherwise set forth therein, such Order Term shall automatically renew for successive renewal terms of the same duration unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Order Term. Upon each renewal of an Order Term, the Fees set forth in the applicable Order Form shall increase by not less than five percent (5%) over the Fees in effect during the immediately preceding Order Term, unless otherwise agreed by the Parties in writing.

Termination for Cause. Either Party may terminate this Agreement upon thirty (30) days’ written notice (ten (10) days for non-payment) if the other Party materially breaches this Agreement and fails to cure such breach within the notice period.

Effect of Termination. Upon expiration or termination of this Agreement: (a) all rights granted to Customer shall immediately cease; (b) Customer shall immediately cease all access to and use of the Services and TitanX Data; (c) payment obligations accrued prior to termination shall survive; (d) any unused credits will be forfeited unless termination is due to TitanX’s uncured material breach; (e) Customer shall permanently delete or destroy all copies of TitanX Data and any materials incorporating or derived from the foregoing from all systems, databases, and storage media in Customer’s possession or control within thirty (30) days of termination; and (f) within thirty (30) days of termination, Customer shall provide TitanX with a written certification signed by an authorized officer certifying compliance with subsection (e), including confirmation that all TitanX Data and any materials incorporating or derived therefrom have been deleted. If Customer fails to comply with its obligations under Sections 7.3(e) and 7.3(f) within the time periods specified therein, Customer shall pay TitanX liquidated damages in the amount of $0.05 per record of TitanX Data per day for each day of continued non-compliance, commencing on the date such obligation became due. The Parties acknowledge and agree that (i) the harm caused by Customer's failure to delete or certify deletion of TitanX Data is difficult to quantify; (ii) the liquidated damages amount set forth herein represents a reasonable estimate of the anticipated harm; and (iii) such liquidated damages are not intended as a penalty. TitanX's right to liquidated damages under this Section is in addition to, and not in lieu of, any other rights or remedies available to TitanX under this Agreement or at law or in equity.

Post-Termination Data Retrieval. Upon request within thirty (30) days of termination or expiration of this Agreement, TitanX will make available an electronic copy of Submitted Data (excluding any TitanX Data) in a standard format determined by TitanX.Survival. Sections 1 (Definitions), 4 (Data Rights and Licensing), 5 (Usage Restrictions), 6 (Payment of Fees), 8 (Confidentiality), 9.2 (Warranty Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 12 (Dispute Resolution), and any provisions that by their nature are intended to survive, shall survive expiration or termination of this Agreement.

8. CONFIDENTIALITY

Confidentiality Obligations. The Receiving Party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect such Confidential Information using at least commercially reasonable care, but no less than the care it uses to protect its own confidential information of similar nature; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know in furtherance of this Agreement and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes publicly available without breach of this Agreement; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) was lawfully received from a third party without restriction; or (iv) was independently developed without use of the Disclosing Party’s Confidential Information. If the Receiving Party is required by law to disclose Confidential Information pursuant to a court order, subpoena, regulatory demand, or process of law, it shall, to the extent legally permitted: (x) provide prompt written notice to the Disclosing Party; (y) take reasonable steps to limit disclosure to only what is required; and (z) cooperate in seeking confidential treatment. The obligations in this Section shall survive for five (5) years following disclosure; provided that trade secrets shall be protected for so long as they remain trade secrets under applicable law. Nothing in this Section restricts TitanX’s rights set forth in Section 4 regarding Compiled Data, de-identified data, derivative data, or the Proprietary Contact Repository, provided that TitanX does not disclose Submitted Data as would otherwise be in violation of this Agreement.

9. WARRANTY & DISCLAIMER

Limited Warranty. TitanX warrants that during the respective Order Term: (a) the Services will substantially conform to the applicable Documentation in each material respect; and (b) the Services will be performed in a professional and workmanlike manner, in accordance with applicable industry standards. Customer’s sole and exclusive remedy, and TitanX’s entire liability, for any failure of the Services to meet the performance warranty in this Section 9.1 shall be, at TitanX's option, re-performance of the non-conforming Services or, if re-performance is not commercially practicable, a pro-rata refund of the Fees paid for the affected Services. Customer's sole and exclusive remedy for any failure to meet the  any service levels set forth in an Order Form shall be the service credits set forth therein.

10. DISCLAIMER.EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICES, TITANX DATA, AND ALL RELATED DOCUMENTATION, CONTENT, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TITANX, ITS THIRD-PARTY DATA PROVIDERS, AND THEIR RESPECTIVE LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, TIMELINESS, APPROPRIATENESS, LEGAL COMPLIANCE, COMPATIBILITY, SECURITY, OR QUALITY, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, TITANX DOES NOT WARRANT THAT: (A) THE SERVICES OR ANY DATA OR OUTPUTS WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY RESULTS, DATA, OR OUTPUTS WILL BE ACCURATE, RELIABLE, APPROPRIATE, OR COMPLETE; (D) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (E) THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR NETWORK CONFIGURATION; OR (F) ANY OUTPUTS WILL BE SUITABLE OR LEGALLY COMPLIANT FOR ANY PARTICULAR TRANSACTION, NEGOTIATION, OR BUSINESS PURPOSE. TITANX'S THIRD-PARTY DATA PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND CUSTOMER ACKNOWLEDGES THAT TITANX PASSES THROUGH ALL SUCH DISCLAIMERS. CUSTOMER SHOULD NOT RELY ON ANY REPRESENTATION BY TITANX REGARDING WHAT APPLICABLE LAW MIGHT OR MIGHT NOT REQUIRE. CUSTOMER ACKNOWLEDGES THAT TITANX DATA IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING ANY INFORMATION OBTAINED FROM THE SERVICES BEFORE RELYING UPON IT AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON SUCH INFORMATION.

10. INDEMNIFICATION

TitanX Indemnification. TitanX shall defend Customer, its Affiliates, and their respective officers, directors, employees, agents, successors and assigns against any third-party claim alleging that the Services infringe a United States patent, copyright, or trade secret, and shall pay any settlements approved in writing by TitanX and any damages finally awarded by a court of competent jurisdiction in a final, non-appealable judgment, provided that: (a) Customer promptly notifies TitanX in writing of the claim; (b) TitanX has sole control of the defense and settlement of the claim; and (c) Customer provides reasonable cooperation at TitanX’s written request and expense. TitanX shall not settle any claim in a manner that admits liability or imposes non-monetary obligations on Customer without Customer’s prior written consent.

Exclusions. TitanX’s obligations under Section 10.1 shall not apply to claims arising from: (a) modifications to the Services or TitanX Data not made by TitanX; (b) use of the Services or TitanX Data in combination with products, services, or data not provided by TitanX, where the alleged infringement arises from such combination; (c) use of the Services or TitanX Data in violation of this Agreement; (d) Submitted Data; (e) Beta Features; (f) use of the Services or TitanX Data after termination of this Agreement; or (g) any claim brought by a third party whose data is included in the Services or TitanX Data.

Infringement Remedies. If the Services or TitanX Data become, or in TitanX’s reasonable opinion are likely to become, the subject of an infringement claim, TitanX may, at its option and expense: (a) obtain for Customer the right to continue using the Services or TitanX Data, as applicable; (b) replace or modify the Services or TitanX Data so that they are non-infringing without materially reducing core functionality; or (c) if neither option is commercially reasonable, terminate the affected Services and refund prepaid Fees for the unused portion of the applicable Order Term. This Section states TitanX’s entire liability and Customer’s exclusive remedy for intellectual property infringement claims.

Customer Indemnification. Customer shall defend, indemnify, and hold harmless TitanX, its Affiliates, and their respective officers, directors, employees, agents, successors, assigns, and Third-Party Data Providers from and against any third-party claim arising out of or relating to: (a) Submitted Data; (b) Customer's breach of this Agreement or violation of applicable law, including privacy laws, the TCPA, telemarketing rules, wiretapping statutes, or laws governing outbound communications; (c) Customer’s failure to obtain required consents for autodialer calls, call recording, call monitoring, transcription, or marketing communications; (d) unauthorized access to or disclosure of TitanX Data caused by Customer’s failure to implement adequate security measures; or (e) acts or omissions of Customer's employees, contractors, or Authorized Users. Customer shall pay any damages, costs, and expenses (including reasonable attorneys’ fees) finally awarded or agreed to in settlement.

Indemnification Procedures. Any Party seeking indemnification shall: (a) provide prompt written notice of the claim to the indemnifying Party (provided that failure to notify shall not relieve the indemnifying Party’s obligations except to the extent materially prejudiced); (b) grant the indemnifying Party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying Party’s expense. The indemnifying Party shall not settle any claim in a manner that admits liability, imposes non-monetary obligations, or fails to fully release the indemnified Party, without prior written consent.

11. LIMITATION OF LIABILITY

Exclusion of Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap. EXCEPT AS PROVIDED IN SECTION 11.2, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO TITANX UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The limitations set forth in Section 11.1 shall not apply to: (a) Customer’s payment obligations under Section 6; (b) Customer’s indemnification obligations under Section 10.4; (c) breach of Section 8 involving disclosure of TitanX Data; or (d) breach of Section 5 involving resale or unauthorized distribution of TitanX Data. The limitations in this Section 11 shall apply notwithstanding any failure of essential purpose of any limited remedy.

12. DISPUTE RESOLUTION

Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of Tennessee, without regard to conflict of laws principles; provided that the Federal Arbitration Act, 9 U.S.C. §§ 1-16, shall govern the interpretation and enforcement of the arbitration provisions herein. The UN Convention on Contracts for the International Sale of Goods is excluded. Any dispute arising out of this Agreement (“Dispute”) shall first be subject to good faith negotiations for thirty (30) days. If unresolved, the Dispute shall be finally resolved by binding arbitration administered by JAMS in Knoxville, Tennessee, by a single arbitrator under JAMS Comprehensive Arbitration Rules. The arbitrator may not award punitive damages or any award inconsistent with Section 11. Judgment on the award may be entered in any court of competent jurisdiction. Each Party bears its own attorneys' fees; filing and arbitrator fees shall be allocated per JAMS Rules. The Parties consent to the exclusive jurisdiction and venue of state and federal courts located in Knox County, Tennessee for any action to compel arbitration, enforce an arbitration award, or obtain interim or provisional relief in connection with this Agreement.

Jury Trial Waiver; Injunctive Relief. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT. Notwithstanding the arbitration provisions, either Party may seek injunctive or other equitable relief from any court of competent jurisdiction without first engaging in negotiations and without waiving the right to arbitration. Customer acknowledges that unauthorized use or disclosure of TitanX IP, Confidential Information, or TitanX Data may cause irreparable harm for which TitanX shall be entitled to seek immediate injunctive relief without proving actual damages or posting a bond.

13. GENERAL PROVISIONS

Severability. If any provision of this Agreement is held to be invalid or unenforceable, it shall be limited to the minimum extent necessary so that the remaining provisions remain in full force and effect.

Entire Agreement; No Additional Terms. This Agreement, together with all Order Forms, Exhibits, the DPA, and, if applicable, the Letter of Authorization constitutes the complete and exclusive agreement between the Parties and supersedes all prior agreements or understandings relating to its subject matter. Any amendment or modification must be in writing and signed by both Parties. Any additional or conflicting terms contained in a purchase order, vendor portal, procurement submission, or similar document issued by Customer shall be void and of no effect unless expressly agreed to in a writing signed by both Parties, regardless of whether TitanX countersigns or otherwise acknowledges such document.

Order of Precedence. In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence shall apply, solely to the extent of the conflict: (a) the DPA (with respect to data protection matters); (b) a mutually executed Order Form (solely with respect to Service-specific commercial terms expressly set forth therein, including pricing, Fees, usage limits, subscription scope, and Order Term; provided, however, that no Order Form or any terms therein shall supersede or otherwise modify or amend the terms set forth in Section 5 of this Agreement); (c) this Agreement (excluding exhibits, schedules, and addenda); (d) all other exhibits, schedules, and addenda.

Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that either Party may assign this Agreement without consent: (a) to an Affiliate; or (b) in connection with a merger, acquisition, change of control, corporate reorganization, or sale of all or substantially all of its assets or equity relating to this Agreement, provided that the assignee agrees in writing to be bound by the terms of this Agreement. Notwithstanding the foregoing, Customer may not assign this Agreement to any competitor of TitanX or any of its Affiliates, whether by operation of law or otherwise, without TitanX's prior written consent, which may be withheld in TitanX's sole discretion. Any other attempted assignment shall be void. This Agreement shall bind and inure to the benefit of the Parties and their permitted successors and assigns.

Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has authority to bind the other. TitanX is solely responsible for the direction, control, compensation, and benefits of its personnel and subcontractors, including payment of applicable employment taxes and insurance obligations.

Notices. All notices under this Agreement must be in writing and will be deemed given: (a) upon confirmed delivery if delivered personally; (b) one (1) business day after being sent by nationally recognized overnight courier; or (c) upon confirmed electronic transmission if sent by email to the designated notice address.

Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, civil unrest, labor disputes or strikes, government actions or orders, embargoes, sanctions, failures of Third-Party Data Providers or service providers, power outages or grid failures, cyberattacks, denial-of-service attacks, system intrusions, failures of telecommunications or internet service providers, or interruptions in cloud infrastructure or hosting services. A Party affected by a force majeure event shall promptly notify the other Party and use commercially reasonable efforts to mitigate the impact and resume performance. If a force majeure event continues for more than sixty (60) days, either Party may terminate this Agreement upon written notice without liability.

Export Controls. Customer acknowledges that the Services and TitanX Data may be subject to U.S. and foreign export control laws and regulations, including the Export Administration Regulations. Customer shall comply with all applicable export and re-export laws and regulations and shall not use, export, re-export, or transfer the Services or TitanX Data in violation of such laws, including to any prohibited destination, entity, or individual without the required government authorizations.

Publicity and Marketing. TitanX may use Customer's name and logo in customer lists, website references, and marketing presentations during the Term and for one (1) year thereafter; Customer may opt out by written notice. Press releases, case studies, or testimonials featuring Customer require Customer's prior written approval. Neither Party shall use the other Party's trademarks or logos without prior written consent.

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EXHIBIT A – LETTER OF AUTHORIZATION

This Letter of Authorization grants Tribe Prospecting LLC dba TitanX ("TitanX") the right to utilize the telephone numbers provided by the customer entity identified on the applicable Order Form (“Customer”) through its platform for purposes including Caller ID display and network compliance testing, managing Caller ID information, and ensuring call deliverability across multiple wireless carriers, including but not limited to AT&T Wireless, T-Mobile, and Verizon Wireless.

1.  Purpose of Authorization

This Letter of Authorization ("LOA") grants Tribe Prospecting LLC dba TitanX ("TitanX") the right to utilize telephone numbers provided by Customer for purposes including:

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• Caller ID display and network compliance testing
• Managing Caller ID information
• Ensuring call deliverability across AT&T Wireless, T-Mobile, and Verizon Wireless

2.  Authorization Scope

Customer authorizes TitanX to:

• Obtain Customer Proprietary Network Information (CPNI) and other carrier-provided information.
• Provide the customer name for the Caller ID field.
• Register or re-register customer CNAM (Caller Name).
• Instruct carriers to update, revise, and/or correct improper name(s) and negative or "spam" references in Caller ID fields.
• Request that calls from Customer's telephone number(s) not be blocked.
• Conduct Caller ID reputation and display testing.
• Perform device cloud testing on designated networks.
• Carry out ingress and egress testing for call routing and display integrity.
• Undertake additional testing activities necessary for evaluating network performance and reputation monitoring.

This authorization applies to all telephone numbers provided by Customer to TitanX via APIs, uploads, or user interfaces (UI).

3.  Proof of Ownership and Authorization

Customer certifies it:

• Has been assigned control of these telephone numbers by the Federal Communications Commission or its lawful designee.
• Has sole and indisputable rights to:

• Use these telephone numbers.
• Control and allow access to associated data.
• Undertake lawful actions related thereto.

• Is fully authorized to execute this LOA and designate TitanX accordingly.

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Upon request, Customer agrees to provide CIDR additional proof of ownership or authorization required by carriers or regulatory bodies.

4.  Responsibilities and Limitations

• TitanX will conduct activities within the LOA's scope and comply with applicable laws and regulations.
• Customer will promptly notify TitanX if any authorized telephone number is discontinued or ownership changes.
• Upon request by Customer, TitanX will immediately cease specified activities for designated numbers and notify relevant carriers to prevent disruption.

5.  Traceback and Complaint Waiver

Customer agrees not to initiate or file traceback requests, complaints, or inquiries with carriers, regulatory bodies, or third-party services related to TitanX’s test calls or authorized activities under this LOA. Customer acknowledges all such activities are authorized and releases TitanX from related claims or liabilities.

6.  Indemnification

Customer agrees to indemnify, defend, and hold harmless TitanX, its officers, employees, agents, and affiliates from claims, damages, penalties, or liabilities arising from authorized activities under this LOA, provided TitanX complies with its terms.

7.  Termination

Either party may terminate this LOA with thirty (30) days' written notice. TitanX will cease all related activities and confirm cessation to Customer upon termination.

8.  Optional: Managed Caller ID Names

Customer may optionally list all associated company names (Caller ID names) to be managed under this LOA. Additional names may be listed on an attached sheet if necessary.