Version 1.0 · Effective October 1, 2026
This Client Agreement (the "Agreement") is between Telure Inc., a Delaware corporation ("Telure," "we," or "us"), and the business on whose behalf it is accepted (the "Company" or "you"). It governs the Company's use of the Telure platform to have meetings booked with prospects by independent sales callers.
The Company accepts this Agreement by clicking "Post contract" (or an equivalent control) when it posts its first Contract, and re-accepts the then-current version each time it posts a Contract. Telure records the version number accepted with each posting. By accepting, the Company also accepts the Payment and Payout Terms, the Payment Processing Terms, the Calling Compliance Policy, the Call Recording Consent and Disclosure, the Platform Terms of Service, and the Privacy Policy (together with this Agreement, the "Platform Terms"), each incorporated by reference and published at telu.re/legal.
1. Definitions
Capitalized terms not defined here have the meanings in the Payment and Payout Terms, the Calling Compliance Policy, and the Call Recording Consent and Disclosure.
1.1 "Authorized User" means an individual the Company permits to use its account on the Platform.
1.2 "Booking" means a meeting between a Prospect and the Company that a Seller reports after the Prospect agrees on a call to attend it, and for which Telure sends the Prospect a calendar invitation.
1.3 "Call Record" means, for each dial placed under a Contract, the route data (number dialed, time, duration, answering-machine detection result, outcome, and Seller Note if any) and, for a Recorded Call only, the audio, transcript, and AI summary.
1.4 "Calling Laws" means the Telephone Consumer Protection Act and the rules under it, the Telemarketing Sales Rule, state telemarketing, do-not-call, caller-identification, and automated-dialing laws, and federal and state laws governing the recording or interception of telephone calls, each as in effect at the time of the call.
1.5 "Company Guardrails" means the limits the Company sets in a Contract on the use of its name, products, pricing, and materials, and the phrasing by which Sellers may describe their relationship to the Company.
1.6 "Company Materials" means the decks, product descriptions, pricing, positioning, and other content the Company provides to Telure for use under a Contract, together with the Company's name, logos, and marks.
1.7 "Contract" means a posting by the Company on the Platform that describes the Prospects to be called, the meeting to be booked, the Qualification Bar, the Company Guardrails, and the Contract Price.
1.8 "Contract Price" means the amount the Company pays for each Held Meeting under a Contract, inclusive of Telure's Platform Fee, as set under the Payment and Payout Terms.
1.9 "Delivered Data" means the information Telure provides to the Company about a Prospect who has agreed to a Booking: the Prospect's name, title, business, business telephone number, and business email address; the Booking details; the Seller Note; and, for a Recorded Call, the Call Record.
1.10 "Dialer" means the Telure softphone through which every call under a Contract is placed.
1.11 "Held Meeting" means a Booking whose scheduled end time has passed and that the Company has not successfully disputed within the Dispute Window.
1.12 "List" means the set of Prospect records Telure builds for a Contract. The List is the only set of numbers that may be dialed under the Contract.
1.13 "Prospect" means a person at a business on a List.
1.14 "Qualification Bar" means the criteria, stated in a Contract, that a Prospect must meet for a Booking with that Prospect to count.
1.15 "Recorded Call" means a call placed while the Dialer's Recording Path was on under the Call Recording Consent and Disclosure.
1.16 "Seller" means an independent contractor who has accepted the Seller Agreement and places calls under Contracts.
1.17 "Seller Note" means a written note about a call entered by the Seller in the Dialer.
1.18 "Suppression List" means the businesses and individuals the Company asks Telure to exclude from its Lists under Section 5.3.
2. Account and Authority
2.1 Business Account. The Platform is for businesses. The Company must be a legal entity or a sole proprietorship operating a business, and must provide its legal name, business address, and the name and contact information of a principal contact.
2.2 Authority. The individual who accepts this Agreement represents that they are authorized to bind the Company to it. Each Authorized User who posts a Contract represents that they are authorized to commit the Company to the Contract Price and to grant the authorizations in Sections 7 and 8.
2.3 Authorized Users. The Company may add and remove Authorized Users in its portal. The Company is responsible for everything its Authorized Users do on the Platform and for keeping their credentials secure.
2.4 Payment Method. No Contract goes live until the Company has a valid payment method on file, as provided in the Payment and Payout Terms.
3. Business-to-Business Only
3.1 Representation. The Company represents, for every Contract it posts, that the Contract targets businesses and the individuals who act for them in a business capacity, that the product or service to be discussed at the meeting is sold to businesses for business purposes, and that the Contract is not directed at consumers.
3.2 Telure May Reject. Telure may decline to build a List for, may pause, or may remove any Contract that Telure determines is consumer-facing, targets individuals in a personal capacity, concerns a product or service sold to consumers, or is otherwise unsuitable for the Platform.
3.3 Telure Relies on This Section. The Company acknowledges that Telure builds its Lists, operates the Dialer, and relies on business-to-business exemptions under the Calling Laws on the basis of the representation in Section 3.1.
4. Posting Contracts
4.1 What a Contract Contains. To post a Contract, the Company provides:
(a) a description of the businesses and roles to be called, in enough detail for Telure to build the List; (b) the Qualification Bar; (c) the meeting the Company wants booked, including its format, length, and the Company attendee or calendar to which meetings are booked; (d) the Company Guardrails, including the phrasing Sellers may use to describe their relationship to the Company; (e) the Company Materials Sellers may use on calls; and (f) the Contract Price, which may not be less than the Minimum Contract Price in the Payment and Payout Terms, except on a Contract Telure prepares for the Company to approve (a Composed Contract under Section 2.4 of those Terms).
4.2 Telure's Review. Telure reviews each Contract before it goes live and may ask the Company to revise it, may recommend a Contract Price, and may decline to post it under Section 3.2 or Section 6.5.
4.3 Release to Sellers. Telure releases live Contracts to Sellers in an order that may depend on Seller ratings. Telure does not guarantee that any Seller will take a Contract or that any Booking will result.
4.4 Editing a Live Contract. The Company may edit the Qualification Bar, Company Guardrails, Company Materials, and Contract Price of a live Contract. An edit applies to calls placed after it takes effect and does not affect Bookings already made. Telure may pause a Contract briefly to apply an edit.
5. Lists and Suppression
5.1 Telure Builds Every List. Telure builds the List for each Contract from the Company's description, using public sources, licensed data vendors, and Telure's own research tools. Telure decides which records go on a List, geolocates them by business address, screens them under the Calling Compliance Policy, and excludes records in blocked jurisdictions.
5.2 The Company Does Not Supply Numbers. The Company does not upload telephone numbers, contact lists, or lead files for dialing, and Sellers may not dial any number that is not on a Telure-built List. The Company may describe its target market with as much specificity as it likes, including named target accounts, and Telure will source the corresponding records itself.
5.3 Suppression List. The Company may provide a Suppression List of businesses and individuals to exclude from its Lists, such as existing customers, active prospects, competitors, and anyone who has asked the Company not to be contacted. Telure applies the Suppression List to every List built for the Company's Contracts. The Company will keep its Suppression List current, and in particular will add any person who tells the Company directly that they do not want to be called.
5.4 Lists Are Telure's. Lists are Telure's property and confidential information. The Company does not receive a List and receives information about a Prospect only as Delivered Data when that Prospect agrees to a Booking.
5.5 No Guarantee of Coverage. Telure does not guarantee the size, accuracy, or completeness of any List or that any particular business or individual will be included.
6. Company Materials and Guardrails
6.1 License to Telure. The Company grants Telure a non-exclusive, royalty-free license to use, reproduce, display, adapt, and create derivative works of the Company Materials, and to use the Company's name and marks, for the purposes of building Lists, presenting the Company Materials to Sellers, adapting them in real time during calls, sending calendar invitations that identify the Company as host, verifying Bookings, resolving disputes, and otherwise operating the Platform for the Company's Contracts.
6.2 Training on Company Materials. The license in Section 6.1 includes the right to use the Company Materials, and the Call Records of calls under the Company's Contracts, to train and improve Telure's own models and features, unless the Company opts out under Section 15.8. Telure does not share Company Materials with any other company or with any third party other than its service providers.
6.3 Accuracy. The Company represents that the Company Materials are accurate, not misleading, and current; that the Company owns or has the right to license them; and that their use as permitted here does not infringe or misappropriate anyone's rights. The Company will update Company Materials promptly when they become inaccurate.
6.4 Guardrails Must Be Lawful. Company Guardrails may limit what Sellers say and do. They may not require a Seller to make a false or misleading statement, to claim to be an employee of the Company, to call outside the Calling Compliance Policy, to ignore a do-not-call request, to contact a Prospect off-platform, or to do anything else that would violate the Seller Code of Conduct or the law. Sellers are instructed to refuse such a Guardrail and report it.
6.5 Telure May Reject Materials. Telure may decline to post, or may remove, any Company Materials or Company Guardrails that Telure determines are false, misleading, infringing, unlawful, or inconsistent with the Platform Terms.
7. Authorization to Call on the Company's Behalf
7.1 Authorization. The Company authorizes Telure, and each Seller who takes one of the Company's Contracts, to place telephone calls to Prospects on the Company's behalf for the purpose of booking the meeting described in the Contract, and in doing so:
(a) to identify the caller as calling for, on behalf of, or as part of the sales effort of the Company; (b) to use the Company's name, trade names, and marks; (c) to describe the Company's products and services using the Company Materials and within the Company Guardrails; (d) to book meetings with the Company on its calendar within the availability the Company provides; and (e) to send calendar invitations that identify the Company as the meeting host.
7.2 Scope. The authorization is limited to calls under the Company's live Contracts, to Prospects on the Lists Telure builds for them, and to the Company Guardrails. It does not authorize any Seller to enter into any agreement, quote any price not in the Company Materials, accept any payment, or make any commitment on the Company's behalf other than booking the meeting.
7.3 Sellers Are Not Employees. The Company acknowledges that Sellers are independent contractors who are not employees or agents of Telure or of the Company, that Sellers will identify themselves by name as calling for the Company but will not state or imply that they are employees of the Company, that the Company has no right to direct how a Seller works, and that the Company's relationship with a Seller exists only through the Platform.
7.4 Telure Is Not Named on Calls. Sellers do not name Telure or describe the Platform on calls. Prospects will understand the call to come from the Company's sales effort. The Company accepts that the calls will be understood that way and that the Company's name will appear on calendar invitations and, where the Company's caller identification settings so provide, on caller identification displays.
7.5 Revocation. The Company may narrow or revoke the authorization for any Contract at any time by editing its Company Guardrails, or by pausing or cancelling the Contract. Revocation does not affect Bookings already made.
7.6 The Company's Position Under the Calling Laws. The Company acknowledges that, because calls are placed on its behalf to sell its products and services, the Calling Laws may treat the Company as the seller on whose behalf the calls are made, and that this Agreement allocates responsibility for compliance between the Company and Telure by contract through Sections 8, 18, and 19 but cannot change how a statute defines the parties.
8. Do-Not-Call Registry Designation and Calling Compliance
8.1 Telure's Registry Account. Telure maintains its own Subscription Account Number with the National Do Not Call Registry as the entity that builds and screens every List. The Company does not obtain, provide, or maintain a Subscription Account Number for calls placed through the Platform, and the Company does not enter any registry account information in its portal.
8.2 Designation. For calls placed under its Contracts, the Company designates Telure as the party responsible for:
(a) screening every List against the National Do Not Call Registry, the state registries listed in the Calling Compliance Policy, Telure's internal do-not-call list, the Company's Suppression List, and a known-litigant list, at the intervals the Calling Compliance Policy states; (b) enforcing the calling window, attempt limits, jurisdiction blocks, and other gates in the Calling Compliance Policy through the Dialer; (c) recording every Prospect's do-not-call request and honoring it across every Contract on the Platform; and (d) keeping the Compliance Log described in the Calling Compliance Policy for at least four years and producing it to the Company on request in connection with any complaint, inquiry, or proceeding concerning a call placed under the Company's Contracts.
8.3 The Company's Own Calling. The designation in Section 8.2 covers only calls placed through the Platform. Any calling the Company does itself or through anyone other than Telure is the Company's responsibility under its own registry account and its own compliance program.
8.4 Do-Not-Call Requests Made to the Company. If a Prospect or anyone else tells the Company that they do not want to receive calls from or for the Company, the Company will add them to its Suppression List within 3 business days. Telure will honor every such addition on every List it builds for the Company thereafter.
8.5 Calling Compliance Policy. The Company agrees to the Calling Compliance Policy and acknowledges that its rules, including the calling window, attempt limits, and blocked jurisdictions, cannot be overridden by a Contract or a Company Guardrail.
8.6 Complaints and Inquiries. Each party will notify the other within 3 business days after receiving a complaint, demand, subpoena, or regulatory inquiry concerning a call placed under the Company's Contracts, and will cooperate reasonably with the other in responding, subject to Section 19.
9. Recording and What the Company Receives
9.1 State-by-State Recording. Telure records, transcribes, and summarizes a call only where the Dialer's Recording Path is on for that call under the Call Recording Consent and Disclosure, which turns on the Seller's state of residence and the area code dialed. Telure does not record, transcribe, or apply automated analysis to the content of any other call. Telure does not require a recording disclosure on calls. The Company may include a disclosure in its Company Guardrails if it wishes.
9.2 What the Company Receives for Every Dial. For every dial under its Contracts, the Company receives the route data: the time, the outcome, the duration, and whether a Booking resulted. The Company also receives aggregate reporting on dials, connects, and Bookings.
9.3 What the Company Receives for a Booking. For every Booking, the Company receives the Delivered Data. For a Booking made on a Recorded Call, the Delivered Data includes the audio, transcript, and AI summary. For a Booking made on any other call, it includes the Seller Note and no recording, transcript, or summary of any kind.
9.4 A Recording Is Provided Only Where One Exists. The Company acknowledges that for a large share of calls no recording will exist, that the absence of a recording is a consequence of the recording laws of the states involved and not of any failure by Telure or a Seller, and that disputes on such Bookings are decided on the route data, the Seller Note, the invitation record, and the Company's account under the Payment and Payout Terms.
9.5 Prospects Who Did Not Book. The Company does not receive the identity, telephone number, or any other information about a Prospect who did not agree to a Booking, and does not receive any recording, transcript, or note of a call that did not result in a Booking.
10. Bookings, Calendar, and Meetings
10.1 Calendar Connection. To receive Bookings, the Company connects a Google or Microsoft calendar, or provides availability windows in its portal, for the attendee who will take meetings under the Contract. Sellers book only into the availability the Company provides.
10.2 Invitations. When a Seller reports a Booking, Telure sends a calendar invitation to the Prospect's business email address and to the Company attendee. The invitation identifies the Company as host and includes the meeting details. The Company will not alter the Prospect's invitation or send a competing one.
10.3 Attendance. The Company will attend every Booking at its scheduled time. A Company that does not attend remains responsible for the Contract Price under the Payment and Payout Terms, and its non-attendance is not a ground for dispute.
10.4 Reschedules. The Company may reschedule a Booking through the calendar invitation. There is no limit on reschedules. A reschedule moves the Dispute Window as provided in the Payment and Payout Terms.
10.5 The Meeting Is the Company's. Sellers do not attend meetings. What the Company says and does in a meeting, and afterwards, is the Company's responsibility.
11. Payment
11.1 Payment and Payout Terms Govern. The Payment and Payout Terms govern pricing, charges, disputes, reschedules, failed charges, and refunds. This Section summarizes the terms that most affect the Company; the Payment and Payout Terms control if they conflict with the summary.
11.2 What the Company Pays. The Company pays the Contract Price for each Held Meeting, and nothing else, except any applicable tax and, where Section 14 applies, the Non-Circumvention Release Fee.
11.3 When. Telure charges the Company's payment method when a Booking becomes a Held Meeting, which is when its 48-hour Dispute Window closes without a dispute or when a dispute is denied.
11.4 Failed Charges. If a charge fails, Telure retries it, and if it has not succeeded within 72 hours Telure pauses every Contract the Company has on the Platform until all outstanding charges are paid. The Contract Price for a Held Meeting remains owed whether or not the charge succeeds, and Telure may pursue payment of it. Telure charges no interest, late fees, or collection fees.
11.5 The Seller Has Already Been Paid. The Company acknowledges that Telure pays the Seller when a Booking is verified, before the Company is charged, and that Telure does not recover the Seller's payout because the Company disputes a meeting, does not attend, or does not pay.
12. Disputes
12.1 Grounds and Process. The Company may dispute a Booking within its Dispute Window on the two grounds in the Payment and Payout Terms: the Prospect did not attend, or the available records clearly show the Prospect did not meet the Qualification Bar. Telure reviews and decides every dispute, and its decision is final within the Platform.
12.2 Good Faith. The Company will file disputes in good faith and on the stated grounds only. A pattern of disputes on grounds the Payment and Payout Terms exclude may result in a lower Contract Rating and, under Section 13.3, suspension.
13. Pause, Cancellation, and Suspension
13.1 By the Company. The Company may pause or cancel any Contract at any time from its portal, with no minimum run and no notice period. No further dials are placed under a paused or cancelled Contract.
13.2 Bookings Survive. Every Booking made before a pause or cancellation stays on the calendar. The Seller has been or will be paid for it, and the Company is charged for it under the Payment and Payout Terms if it becomes a Held Meeting, whether or not the Company attends.
13.3 By Telure. Telure may pause or remove any Contract, or suspend the Company's account, for:
(a) a failed charge that remains unpaid, under Section 11.4; (b) a Contract, product, or service that Telure determines is consumer-facing or unlawful; (c) a Contract Rating that continues to fall after Telure has offered the Company help in revising the Contract; (d) a chargeback on a valid charge; (e) Company Materials or Company Guardrails that violate Section 6; or (f) any other material breach of the Platform Terms that, if capable of cure, the Company has not cured within 10 days after notice.
13.4 Effect. Section 13.2 applies to Bookings made before a Telure pause or suspension.
14. Non-Circumvention and Hiring Sellers
14.1 Restricted Period. For twelve months after a Seller last works any of the Company's Contracts, the Company will not engage that Seller, directly or through anyone other than Telure, to provide outbound calling, appointment-setting, or lead-generation services outside the Platform, unless the Company first pays Telure the Non-Circumvention Release Fee under the Payment and Payout Terms or Telure waives it in writing.
14.2 Hiring Is Permitted on Payment. Nothing in this Agreement prevents the Company from hiring a Seller as an employee or engaging a Seller as a contractor. The Company may do so at any time on payment of the Non-Circumvention Release Fee, and without any fee for an engagement that begins more than twelve months after the Seller last worked the Company's Contracts.
14.3 The Fee. The Non-Circumvention Release Fee is 15% of the Seller's first-year base compensation for the engagement, or $2,500, whichever is greater, as defined in the Payment and Payout Terms. The Company will notify Telure of any engagement covered by Section 14.1 within 30 days after it begins.
14.4 No Solicitation to Circumvent. The Company will not ask or induce a Seller to provide the services described in Section 14.1 outside the Platform without paying the fee, and will not ask a Seller to breach the Seller Agreement.
14.5 The Seller Never Pays. The fee is the Company's obligation alone. Telure does not charge Sellers any fee for accepting work from a Company.
15. Data Processing Terms
15.1 Purpose. This Section governs the personal information processed in connection with the Company's Contracts. Where a state privacy law uses the terms "controller," "processor," "business," "service provider," or "third party," this Section allocates those roles.
15.2 Prospect Data Before a Booking. Telure builds Lists from its own sources, decides which Prospects are included, and controls how they are called. For the personal information of Prospects on a List, Telure is the controller (or business) in its own right. The Company is not a controller of, and does not receive, that information.
15.3 Delivered Data. When a Prospect agrees to a Booking and Telure provides Delivered Data to the Company, Telure discloses that information at the Prospect's direction, for the purpose of the meeting the Prospect agreed to attend. On receipt, the Company becomes an independent controller (or business) of the Delivered Data. The Company will:
(a) use Delivered Data to conduct the meeting, to follow up with the Prospect about it, and for the Company's own lawful business purposes consistent with the Prospect's reasonable expectations; (b) comply with all privacy, data security, telemarketing, and anti-spam laws in its use of Delivered Data, including by providing any privacy notice its own law requires; (c) honor any request by the Prospect to stop contact, and add the Prospect to its Suppression List; (d) not sell Delivered Data, not disclose it to any third party other than its own service providers, and not use it to build or enrich marketing lists for resale; and (e) not attempt to identify or contact any Prospect who did not book, including by inference from aggregate reporting.
15.4 Company Materials and Company Account Data. For the Company Materials and for the personal information of Authorized Users, Telure is a processor (or service provider) acting on the Company's instructions, which are the Platform Terms. Telure will process that information only to provide the Platform to the Company and for the purposes in Sections 6.1 and 6.2, will not sell it or share it for cross-context behavioral advertising, will not combine it with information from other companies except as needed to operate the Platform, and will notify the Company if it determines it can no longer meet its obligations under applicable privacy law.
15.5 Sub-Processors. Telure uses service providers to process personal information on its behalf, including providers of telephony (Twilio), speech-to-text (Deepgram), AI models used to assist Sellers during calls, cloud hosting and databases (Supabase and Telure's cloud infrastructure providers), calendar and email delivery (Google Workspace and Mailgun), and payments and identity verification (Stripe). Each is bound by written terms that restrict it to processing on Telure's behalf and prohibit it from using the information for its own purposes, including training its own models. Telure will notify the Company in its portal at least 14 days before adding a sub-processor that will process Company Materials, and the Company may cancel its Contracts if it objects.
15.6 Security. Telure maintains administrative, technical, and physical safeguards appropriate to the information it processes, including encryption of Call Records and Company Materials in transit and at rest, role-based access, logging of access to Call Records, and an append-only Compliance Log. Telure will notify the Company without undue delay, and in any event within 72 hours after confirming it, of any security incident affecting the Company Materials, the Company's Authorized User data, or the Delivered Data before its delivery, and will provide the information the Company reasonably needs to meet its own notification obligations.
15.7 Retention and Deletion. Telure retains:
(a) route data and the Compliance Log for at least four years, as the Calling Compliance Policy requires; (b) audio, transcripts, AI summaries, and Seller Notes for a Contract until 30 days after the later of the end of the Contract and the close of the Dispute Window of the last Booking under it, after which Telure deletes the audio and retains transcripts, summaries, and notes only as permitted by Section 6.2 or as needed for a pending dispute or legal proceeding; and (c) Company Materials until 30 days after the Company's last Contract ends, or until the Company requests deletion, whichever is earlier, except as permitted by Section 6.2.
On written request after a Contract ends, Telure will delete the Company Materials for that Contract and confirm deletion in writing within 30 days, subject to the retention required by law and by Section 15.7(a).
15.8 Training Opt-Out. The Company may opt out of Section 6.2 at any time in its portal settings. When the Company opts out, Telure will not use the Company's Company Materials, or the Call Records of calls under the Company's Contracts, to train or improve its models after the opt-out takes effect, and will use them only to operate the Platform for the Company's Contracts. Models already trained before the opt-out are not retrained.
15.9 Requests From Individuals. If the Company receives a request from a Prospect or an Authorized User to exercise a privacy right concerning information Telure holds, the Company will forward it to privacy@telure.co within 5 business days, and Telure will respond to the extent the request concerns information for which Telure is the controller. If Telure receives such a request concerning Delivered Data the Company holds, Telure will forward it to the Company.
15.10 Verification. Once in any twelve-month period, on 30 days' written notice, the Company may ask Telure to complete a written security and privacy questionnaire of reasonable length. Telure will respond within 30 days.
15.11 Enterprise Terms. A Company that requires a standalone data processing agreement, standard contractual clauses, or terms beyond this Section may request them, and the parties will negotiate in good faith. Until such terms are signed, this Section governs.
16. Confidentiality
16.1 Confidential Information. Each party will keep confidential the other's non-public information disclosed in connection with this Agreement, including, for Telure, Lists, Seller identities beyond what appears in Delivered Data, Platform Fee Rates, Seller ratings, and Contract Ratings, and for the Company, Company Materials, Company Guardrails, pricing, and Contract Prices. Delivered Data is governed by Section 15, not this Section.
16.2 Obligations. The receiving party will use the disclosing party's confidential information only under this Agreement, will protect it with at least reasonable care, and will disclose it only to its personnel and service providers who need it and are bound to confidentiality. These obligations do not apply to information that is public through no fault of the receiving party, was known to it without restriction, is independently developed, or must be disclosed by law, in which case the receiving party will give the disclosing party prompt notice where permitted.
16.3 Duration. Section 16 continues for three years after the Company's last Contract ends, and for Lists and Company Materials, for as long as either party holds them.
17. Intellectual Property
17.1 The Company's. The Company owns the Company Materials and its name and marks. Telure's rights in them are the licenses in Section 6.
17.2 Telure's. Telure and its licensors own the Platform, the Dialer, the Lists, the Call Records, the AI summaries, Telure's models, and all improvements to them. The Company receives a non-exclusive, perpetual license to use the Delivered Data it receives for the purposes permitted by Section 15.3. The Company may not resell, publish, or distribute any Call Record.
17.3 Feedback. Telure may use any suggestion the Company makes about the Platform without obligation.
18. Representations and Warranties
18.1 By the Company. The Company represents and warrants that:
(a) it is validly existing and the individual accepting this Agreement is authorized to bind it; (b) each Contract satisfies Section 3.1; (c) the Company Materials satisfy Section 6.3; (d) the Company's products and services are lawful to sell and to market by telephone to the businesses on its Lists; (e) the Company is not subject to any order or agreement that prohibits it from marketing by telephone or through third parties; and (f) it will comply with all laws that apply to its use of the Platform, to its meetings with Prospects, and to its use of Delivered Data.
18.2 By Telure. Telure represents and warrants that it will provide the Platform with reasonable skill and care, will screen every List and gate every dial as the Calling Compliance Policy provides, and will apply the Recording Path rules in the Call Recording Consent and Disclosure to every call.
19. Indemnification
19.1 Telure's Indemnity for Calls. Telure will defend the Company and its officers, directors, and employees against any claim, suit, demand, or regulatory proceeding brought by a third party, including a Prospect, a class of Prospects, or a government agency, alleging that a call placed through the Platform under the Company's Contract violated a Calling Law, or was placed to a person who could not lawfully be called, where the alleged violation arises from the conduct of Telure, the Dialer, or a Seller, and Telure will pay the damages, statutory penalties, settlements, and reasonable attorneys' fees finally awarded or agreed in settlement. This indemnity does not apply to the extent a claim arises from:
(a) a false, misleading, or unlawful statement in, or omission from, the Company Materials or Company Guardrails; (b) the Company's own contact with the Prospect outside the Platform, before or after the call; (c) the Company's products or services being unlawful, or the Company's breach of Section 3.1; (d) the Company's use of Delivered Data after delivery; or (e) the Company's breach of this Agreement.
19.2 The Company's Indemnity. The Company will defend Telure and its officers, directors, employees, and Sellers against any third-party claim, suit, demand, or regulatory proceeding arising from any of the matters in Section 19.1(a) through (e), from the Company's products or services, from a meeting or the Company's follow-up after it, or from a claim by the Company's own employees or contractors, and will pay the damages, penalties, settlements, and reasonable attorneys' fees finally awarded or agreed in settlement.
19.3 Procedure. The indemnified party will notify the indemnifying party promptly of a claim (a delay affects the indemnity only to the extent it prejudices the defense), will give the indemnifying party sole control of the defense and settlement, and will cooperate at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own expense. The indemnifying party will not settle a claim in a way that admits fault by, or imposes an obligation on, the indemnified party without its written consent, which will not be unreasonably withheld.
19.4 Shared Fault. Where a claim arises from the conduct of both parties, each party's indemnity applies in proportion to its share of fault.
20. Disclaimers
The Platform is provided "as is." Telure does not warrant that Sellers will take any Contract, that any Booking will result, that any Prospect will attend a meeting or buy anything, that Lists will be complete or accurate, or that the Platform will be uninterrupted or error-free. Except as stated in Section 18.2, Telure disclaims all warranties, express and implied, including merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.
21. Limitation of Liability
21.1 Exclusions. Neither party is liable to the other for lost profits, lost business, or indirect, incidental, consequential, special, or punitive damages, however arising, to the fullest extent permitted by law.
21.2 Cap. Each party's total liability to the other arising out of or relating to this Agreement will not exceed the Contract Prices the Company paid Telure in the twelve months before the event giving rise to the claim.
21.3 Carve-Outs. Sections 21.1 and 21.2 do not apply to a party's obligations under Section 19, to a breach of Section 15 or Section 16, to the Company's obligation to pay Contract Prices, to a party's fraud or willful misconduct, or to any liability that cannot be limited by law.
22. Term and Termination
22.1 Term. This Agreement begins on acceptance and continues until the Company closes its account or Telure terminates under Section 22.2.
22.2 Termination by Telure. Telure may terminate this Agreement on notice for the grounds in Section 13.3 or for a material breach that is not cured within 30 days after notice.
22.3 Closing an Account. The Company may close its account at any time from its portal once every Booking on its calendar has become a Held Meeting or has had its dispute upheld and every charge has been paid.
22.4 Effect. On termination, all live Contracts are cancelled and Section 13.2 applies to Bookings already made. Sections 5.4, 6.2 (as limited by Section 15.8), 7.6, 8.2(d), 11.4, 14, 15, 16, 17, 19, 21, 23, and 24 survive, together with any payment obligation that accrued before termination.
23. Dispute Resolution
23.1 Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform Terms, or the Company's use of the Platform will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by one arbitrator, in Wilmington, Delaware, or by video conference at either party's election. The arbitrator will apply the substantive law of Section 24.1, may award any individual relief a court could award, and will issue a written decision. Judgment on the award may be entered in any court of competent jurisdiction. This Section is governed by the Federal Arbitration Act.
23.2 No Class Proceedings. Each party may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any class, consolidated, or representative proceeding.
23.3 Exceptions. Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or personal information pending arbitration, and Telure may bring a claim for unpaid Contract Prices or a Non-Circumvention Release Fee in any court of competent jurisdiction.
23.4 Fees. Each party pays its own attorneys' fees and shares the arbitration fees equally, unless the arbitrator awards fees under applicable law or this Agreement.
23.5 Informal Resolution First. Before starting an arbitration, a party will send the other written notice of the dispute and the parties will confer in good faith for 30 days.
24. General
24.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, except that Section 23 is governed by the Federal Arbitration Act. This choice does not displace any Calling Law or privacy law that applies to a call or to personal information regardless of the parties' choice.
24.2 Notices. Telure will send notices to the email address of the Company's principal contact. The Company will send notices to Telure at legal@telure.co. Notices are deemed received on the next business day after sending.
24.3 Modification. Telure may modify this Agreement or any Platform Term by posting the new version at telu.re/legal and notifying the Company at least 14 days before it takes effect, except that changes required by law may take effect on posting. The version in effect when a Contract is posted governs that Contract; the Company accepts the then-current version each time it posts a Contract, and Telure records the version accepted.
24.4 Assignment. The Company may not assign this Agreement without Telure's consent, except to a successor to its entire business. Telure may assign it to an affiliate or a successor to its business, including by conversion, merger, or sale of assets.
24.5 Entire Agreement; Precedence. The Platform Terms are the entire agreement between the parties about the Platform. If they conflict, the order of precedence is: this Agreement; the Payment and Payout Terms; the Payment Processing Terms; the Calling Compliance Policy; the Call Recording Consent and Disclosure; the Platform Terms of Service; the Privacy Policy. A Contract or Company Guardrail cannot override any Platform Term.
24.6 Severability; Waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. A party's failure to enforce a provision is not a waiver.
24.7 Relationship. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency (except the limited authorization in Section 7), or employment relationship.
24.8 Electronic Acceptance. The Company agrees that electronic acceptance of this Agreement has the same effect as a signature and that Telure may keep a record of each acceptance, including the version, date, Authorized User, and IP address.
24.9 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
Acceptance. By posting a Contract, the Authorized User confirms that they are authorized to bind the Company, that the Company has read this Agreement, and that the Company accepts the Platform Terms. Telure records the version number above with each Contract posting.