CallGideon Terms of Service

Effective Date: June 23, 2026

These Terms of Service (the “Terms”) form a binding legal agreement between Call Gideon Inc., a Delaware corporation (“CallGideon,” “we,” “us,” or “our”), and the law firm or other business entity that registers for, accesses, or uses the CallGideon platform (the “Customer,” “you,” or “your”). These Terms govern your access to and use of the CallGideon legal-intake voice-AI platform, websites, dashboards, APIs, and related services (collectively, the “Service”).

PLEASE READ THESE TERMS CAREFULLY. By clicking to accept, signing an Order Form that references these Terms, or accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a law firm or other entity, you represent that you have the authority to bind that entity, and “you” refers to that entity. If you do not agree to these Terms, do not access or use the Service.

IMPORTANT NOTICES. These Terms contain a binding arbitration provision and a class-action waiver (see the “Governing Law and Dispute Resolution” section below) that affect how disputes are resolved and that require disputes to be resolved on an individual basis. They also contain a disclaimer of warranties (see the “Warranty Disclaimer” section below) and a limitation of liability (see the “Limitation of Liability” section below). The Service is a business tool for licensed legal professionals; CallGideon is not a law firm and does not provide legal advice (see the “AI Limitations — No Legal Advice; Verify Outputs” section below).

1. Definitions

• Account: the Customer’s registered organization workspace and the user accounts within it that access the Service.

• Authorized User: an individual (such as an attorney, paralegal, or staff member) whom the Customer permits to access the Service under the Customer’s Account.

• Caller Data: the personal information and intake content of individuals who call into or are called by the Service, including caller PII and injury/medical details that may constitute electronic protected health information (“ePHI”).

• Customer Data: all data, content, and information submitted to, generated through, or processed by the Service for or on behalf of the Customer, including Caller Data, call recordings, transcripts, extracted intake data, and case records.

• BAA: the Business Associate Agreement entered into between the parties under HIPAA where the Service processes ePHI.

• DPA: the Data Processing Addendum governing CallGideon’s processing of personal information on the Customer’s documented instructions.

• Order Form: an ordering document or online subscription flow specifying the subscription plan, fees, and any additional terms agreed between the parties.

• Documentation: the user guides, help materials, and technical documentation that CallGideon makes available for the Service.

• Subprocessor: a third party engaged by CallGideon to process Customer Data in connection with the Service.

• Privacy Policy: CallGideon’s then-current privacy policy, available at the CallGideon website.

Capitalized terms not defined here have the meaning given to them elsewhere in these Terms, the applicable Order Form, the DPA, or the BAA.

2. Description of the Service

CallGideon provides a cloud-hosted, AI-powered voice-agent platform designed to assist personal-injury law firms with legal-intake operations. The Service may include the following features, which CallGideon may modify, add to, or discontinue from time to time:

• AI voice agent that answers and conducts inbound and outbound legal-intake telephone calls, including bilingual (English/Spanish) handling;

• Real-time call transcription, supervisor AI coaching, and a live monitoring dashboard;

• Human-agent listen-in, takeover, and call-transfer capabilities;

• Call recording, structured intake-data extraction, case evaluation, and case-orchestration automation;

• Analytics, reporting, and call history;

• SMS, email, and messaging communications, calendar booking, and e-signature of documents; and

• Optional integrations, including Google Calendar and Gmail (read/send) where an Authorized User connects a Google account, and CRM synchronization.

The Service is delivered through a unified, API-first backend. Real-time call media is bridged from the public telephone network via telephony and real-time-media providers into CallGideon’s infrastructure hosted on Amazon Web Services (AWS) in the United States.

3. Eligibility

The Service is a business-to-business offering intended solely for use by law firms, legal professionals, and their Authorized Users in the course of their business. By accessing or using the Service, you represent and warrant that:

• you are a law firm or other business entity, or an individual acting on behalf of one, and not a consumer using the Service for personal, family, or household purposes;

• each individual who accesses the Service is at least 18 years old and has the legal capacity to enter into a binding agreement;

• the individual accepting these Terms has the authority to bind the Customer entity; and

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

The Service is not directed to children and is not intended to knowingly collect information from individuals under 18 as account holders.

4. Accounts, Access, Security, and Team Members

• Account creation: You must provide accurate information when creating an Account and designate at least one administrator. You are responsible for the acts and omissions of your Authorized Users as if they were your own.

• Credentials and security: You are responsible for maintaining the confidentiality of all login credentials and API keys, for all activity occurring under your Account, and for using strong passwords and multi-factor authentication. CallGideon supports MFA for dashboard access and issues hashed, org-scoped API keys; you must keep these secret.

• Team members: Administrators may invite, manage, and remove Authorized Users. You must ensure that every Authorized User complies with these Terms, and you must promptly deprovision users who no longer require access.

• Unauthorized access: You must notify CallGideon promptly at gideon@callgideon.com if you suspect any unauthorized use of your Account, credentials, or API keys, or any other breach of security.

• Account actions: CallGideon may suspend, restrict, or terminate Accounts or Authorized Users that violate these Terms, as set out in the “Term, Suspension, and Termination” section below.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms, the Documentation, and all applicable laws and professional rules of conduct. You agree NOT to, and not to permit any Authorized User or third party to:

• use the Service to make or facilitate unauthorized, harassing, fraudulent, deceptive, or illegal calls or messages;

• violate any applicable law or regulation, including the rules of professional conduct and bar-association rules governing attorney advertising, client solicitation, and unauthorized practice of law;

• conduct outbound calling or messaging in violation of the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, federal and state Do-Not-Call requirements, or any consent, time-of-day, or opt-out obligations;

• collect, record, or process any individual’s information without obtaining all consents and providing all disclosures required by applicable law (see the “Customer Responsibilities” and “Call Recording and Consent” sections below);

• upload, transmit, or distribute malware, viruses, spam, or other harmful, infringing, or unlawful content;

• interfere with, disrupt, overburden, probe, scan, or test the vulnerability of the Service or its infrastructure, or circumvent any security, rate-limiting, or access-control measure;

• reverse engineer, decompile, disassemble, or attempt to derive the source code, models, or underlying structure of the Service, except to the extent such restriction is prohibited by applicable law;

• access the Service through unauthorized automated means, or use it to build or train a competing product or service;

• resell, sublicense, rent, lease, time-share, or provide the Service to any third party as a service bureau, except as expressly permitted in an Order Form; or

• misrepresent the AI voice agent as a human in a manner that is deceptive or that violates applicable law, including Section 5 of the FTC Act and applicable AI-disclosure laws.

You are responsible for ensuring that your use of the Service, including any outbound calling or messaging campaigns you configure, complies with all applicable advertising, solicitation, and consumer-protection laws and with the ethical rules of every jurisdiction in which you practice.

6. Customer Responsibilities

As between the parties, you are the controller of Caller Data and, where applicable, a HIPAA Covered Entity (or its Business Associate). You are solely responsible for the lawfulness of the data you direct CallGideon to process. In particular, you are responsible for:

• establishing and maintaining a valid legal basis for collecting, recording, and processing Caller Data, and for the configuration of the Service that you select;

• obtaining all caller consents and providing all disclosures required for call recording and AI handling under applicable federal and state law, including two-party (all-party) consent and wiretap statutes (see the “Call Recording and Consent” section below);

• ensuring callers and clients receive appropriate privacy notices and AI-disclosure notices, and that the AI voice agent’s identity as an automated system is disclosed where required;

• implementing appropriate safeguards to protect attorney-client privileged and confidential information that may be captured through the Service, including reviewing recordings, transcripts, and extracted data and restricting access to authorized personnel;

• configuring call-recording, retention, sharing, data-export, and integration settings consistent with your legal, ethical, and professional obligations;

• responding to and honoring data-subject and individual rights requests you receive as the controller, with CallGideon’s reasonable assistance as a processor; and

• the accuracy, quality, and legality of all Customer Data and the means by which you acquired it.

7. Call Recording and Consent

The Service records and transcribes telephone calls and may conduct AI-driven conversations. You are solely responsible for complying with all applicable federal, state, and local laws governing call recording, monitoring, and consent, including but not limited to:

• the federal Electronic Communications Privacy Act (ECPA);

• state wiretapping, eavesdropping, and two-party / all-party consent statutes;

• the TCPA and related calling and messaging regulations; and

• any applicable AI-disclosure requirements.

CallGideon provides configurable mechanisms (such as recording notices and AI disclosures) to help you meet these obligations, but you determine how the Service is configured and used. You assume all liability arising from any failure to obtain required consents or to provide required disclosures, and you will indemnify CallGideon for such failures as set out in the “Indemnification” section below.

8. AI Limitations — No Legal Advice; Verify Outputs

The AI voice agent and any AI-generated content — including summaries, transcripts, extracted intake data, classifications, and analysis — are provided for informational and operational-assistance purposes only and are inherently probabilistic.

• Not a law firm; no legal advice. CallGideon is not a law firm, does not provide legal advice, and does not establish any attorney-client relationship with callers or any other person.

• Outputs may be inaccurate. AI outputs may contain errors, omissions, misinterpretations, or “hallucinations.” The AI may mishear, mistranscribe, or misclassify caller statements.

• You must verify. You must independently review and verify all AI-generated content before relying on it for any legal, case-acceptance, or client-communication decision.

• Your professional judgment governs. All decisions about case acceptance, rejection, representation, or legal strategy are solely your responsibility as the licensed legal professional. CallGideon is not responsible for any decision you make in reliance on AI outputs.

9. Data Ownership, Data Processing, and the DPA/BAA

• Customer ownership. As between the parties, you retain all right, title, and interest in and to Customer Data, including Caller Data, call recordings, transcripts, and extracted intake data. CallGideon claims no ownership of Customer Data.

• CallGideon as processor / business associate. With respect to Caller Data, CallGideon acts as a data processor (and, where ePHI is involved, a HIPAA business associate), processing Customer Data only on your documented instructions and for the purpose of providing and supporting the Service.

• DPA and BAA incorporated. The Data Processing Addendum is incorporated into these Terms by reference and governs the processing of personal information. Where the Service processes ePHI, the Business Associate Agreement is likewise incorporated by reference; in case of conflict regarding ePHI, the BAA controls.

• Subprocessors. You authorize CallGideon to engage Subprocessors to provide the Service, including cloud hosting and storage (AWS), database and authentication (Supabase), web/dashboard hosting (Vercel), real-time media and recording (LiveKit), telephony and SMS (Twilio), large language models (OpenAI), speech-to-text (Deepgram, with AssemblyAI as an alternate), text-to-speech (ElevenLabs, with Cartesia as an alternate), e-signature (OpenSign), Google services (Calendar/Gmail, only where you connect them), and email/SMS delivery providers. CallGideon engages AI and voice providers under zero-retention terms and/or BAAs where ePHI is processed. The current Subprocessor list and notice of changes are provided as described in the DPA.

• Export and deletion on termination. Upon termination, you may export Customer Data as described in the “Term, Suspension, and Termination” section below, and CallGideon will delete or return Customer Data in accordance with the DPA, the BAA, and the “Data Retention, Export, and Deletion” section below, subject to legal-hold and retention obligations.

10. Privacy Policy

Your use of the Service is also subject to the CallGideon Privacy Policy, which is incorporated into these Terms by reference and describes how CallGideon, as a controller, processes personal information of law-firm account users, website visitors, and prospects, and explains CallGideon’s role as a processor and business associate for Caller Data.

CallGideon’s use of information received through Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements: data obtained through Google Calendar and Gmail is used only to provide and improve the connected features, is not sold, is not used for advertising, is not transferred to others except as necessary to provide the feature or as required by law, and is not accessed by humans except with your consent, for security, to comply with law, or as otherwise permitted under the Limited Use policy. Google Calendar and Gmail content is used in-session and is not persistently stored by CallGideon; mail you send through the integration resides in your own Gmail account.

11. Confidentiality

“Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Data is the Customer’s Confidential Information. The Service, Documentation, and non-public pricing and product roadmap are CallGideon’s Confidential Information.

The Receiving Party will: (a) use the Disclosing Party’s Confidential Information only to perform under these Terms; (b) protect it using at least the same degree of care it uses for its own confidential information, and no less than a reasonable degree of care; and (c) limit access to personnel and advisors who need it and are bound by confidentiality obligations. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was rightfully known without restriction, is independently developed, or is rightfully received from a third party. The Receiving Party may disclose Confidential Information if required by law, provided it gives reasonable notice where legally permitted. These obligations are in addition to, and do not limit, the DPA and BAA.

12. Data Retention, Export, and Deletion

• Account data is retained while your Account is active and deleted within approximately 30 days of Account deletion, subject to legal-hold and retention obligations.

• Call recordings and transcripts are retained according to the retention settings you configure, with a default of approximately two (2) years.

• Google Calendar and Gmail content is not persistently stored by CallGideon; it is used in-session only.

• Application logs are retained for approximately twelve (12) months.

• HIPAA-required documentation and certain records may be retained for longer periods as required by law (e.g., at least six years under 45 CFR 164.316(b)(2)).

Retention periods are subject to legal-hold exceptions and to the DPA and BAA. You are responsible for exporting any Customer Data you wish to retain before deletion takes effect.

13. Fees, Payment, Taxes, and Price Changes

• Fees. Access to the Service or to certain features may require payment of subscription and usage fees as set out in the applicable Order Form or as agreed during onboarding.

• Payment. Unless otherwise stated in an Order Form, fees are due as invoiced and payable in U.S. dollars. Fees are non-refundable except as required by law or as expressly stated in your Order Form.

• Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, value-added, and similar taxes, excluding taxes based on CallGideon’s net income.

• Late payment. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and CallGideon may suspend the Service for non-payment after reasonable notice (see the “Term, Suspension, and Termination” section below).

• Price changes. CallGideon may change pricing for renewal terms or on a going-forward basis with at least thirty (30) days’ prior notice. Continued use after a price change takes effect constitutes acceptance.

14. Term, Suspension, and Termination

• Term. These Terms begin when you first accept them or access the Service and continue for the subscription term stated in your Order Form, renewing as specified there, until terminated.

• Termination for convenience. Either party may terminate these Terms or an Order Form as permitted in the Order Form or, absent a stated commitment, on reasonable prior notice effective at the end of the then-current billing period.

• Termination for cause. Either party may terminate for the other’s material breach not cured within thirty (30) days after written notice. CallGideon may terminate or suspend immediately for breaches of the “Acceptable Use” section above, non-payment, security risks, or as required by law.

• Suspension. CallGideon may suspend the Service or any Authorized User’s access, in whole or in part, where it reasonably believes there is a security risk, unlawful use, a violation of these Terms, or non-payment. CallGideon will use reasonable efforts to provide notice where practicable.

• Effect of termination. Upon termination, your right to access the Service ends, outstanding fees become due, and CallGideon will make Customer Data available for export for a limited period as described in the DPA, after which CallGideon will delete or return Customer Data in accordance with the “Data Ownership, Data Processing, and the DPA/BAA” and “Data Retention, Export, and Deletion” sections above, the DPA, and the BAA, subject to legal-hold and retention obligations. Provisions that by their nature should survive termination will survive (see the “Survival” section below).

15. Intellectual Property; License; Feedback

• CallGideon IP. CallGideon and its licensors own all right, title, and interest in and to the Service, including all software, models, algorithms, designs, user interfaces, trademarks, and Documentation, and all related intellectual property rights. No rights are granted except as expressly set out in these Terms.

• License to Customer. Subject to your compliance with these Terms and payment of applicable fees, CallGideon grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service and Documentation for your internal business operations during the term.

• License to Customer Data. You grant CallGideon a non-exclusive, worldwide license to host, process, transmit, display, and otherwise use Customer Data solely as necessary to provide, secure, and support the Service and as permitted by the DPA and BAA.

• Feedback. If you provide suggestions, ideas, or feedback about the Service, you grant CallGideon a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback into its products and services without restriction or obligation to you.

16. Third-Party Services

The Service may interoperate with or rely on third-party services and integrations, including Google (Calendar/Gmail), Twilio, LiveKit, AWS, OpenAI, Deepgram, AssemblyAI, ElevenLabs, Cartesia, OpenSign, CRM platforms, and SMS/email delivery providers. Your use of any third-party service is governed by that third party’s own terms and privacy policies, and you are responsible for any accounts, credentials, fees, and compliance obligations relating to them. CallGideon does not control and is not responsible for third-party services, and the availability of any integration may change or be discontinued.

17. Availability; No Specific SLA Unless Ordered

CallGideon uses commercially reasonable efforts to make the Service available, and the Service is designed for graceful degradation and human-in-the-loop fallback. However, except where a specific service-level agreement (SLA) is expressly set out in a signed Order Form, the Service is provided without any uptime, availability, or performance commitment. The Service may be unavailable during planned or emergency maintenance, or due to factors outside CallGideon’s reasonable control (see the “Force Majeure” section below).

18. Modifications to the Service

CallGideon may modify, enhance, add, or discontinue features or functionality of the Service from time to time. CallGideon will not materially decrease the core functionality of a paid subscription during a paid term without reasonable notice. Beta, preview, or experimental features may be offered “as is,” may be changed or withdrawn at any time, and are excluded from any SLA or warranty.

19. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN A SIGNED ORDER FORM, THE SERVICE, INCLUDING ALL AI OUTPUTS, IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CALLGIDEON DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT IT WILL MEET YOUR REQUIREMENTS, THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION OBTAINED FROM CALLGIDEON CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME EXCLUSIONS MAY NOT APPLY TO YOU.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CALLGIDEON OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, OR FOR ANY DAMAGES ARISING FROM RELIANCE ON AI-GENERATED CONTENT OR INACCURATE INTAKE DATA, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CALLGIDEON’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO CALLGIDEON IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME MAY NOT APPLY TO YOU.

Carve-outs. The exclusion of indirect, incidental, special, consequential, exemplary, and punitive damages and the monetary cap set out above do NOT apply to, and will not limit: (a) either party’s indemnification obligations under these Terms; (b) either party’s breach of its confidentiality obligations (other than to the extent the breach arises from an unauthorized access or alteration of data for which the cap and damages exclusions otherwise apply); (c) a party’s gross negligence or willful misconduct; or (d) amounts owed by you to CallGideon under these Terms or any Order Form (including unpaid fees, interest, and taxes).

21. Indemnification

Indemnification by Customer. You will indemnify, defend, and hold harmless CallGideon and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your or your Authorized Users’ use of the Service; (b) Customer Data or your direction of CallGideon’s processing of it; (c) your failure to obtain required consents or to provide required disclosures for call recording, AI handling, or outbound calling/messaging; (d) your violation of these Terms, any applicable law or regulation (including TCPA, ECPA, state recording-consent, bar/solicitation, and privacy laws), or any professional rule of conduct; or (e) any claim that Customer Data or your use of the Service infringes or misappropriates the rights of a third party.

Indemnification by CallGideon. CallGideon will indemnify, defend, and hold harmless the Customer from and against any third-party claim alleging that the Service, as provided by CallGideon and used by you in accordance with these Terms and the Documentation, infringes or misappropriates that third party’s United States patent, copyright, trademark, or trade-secret rights, and will pay damages and reasonable attorneys’ fees finally awarded against the Customer (or agreed in settlement) for such claim. CallGideon’s obligations under this paragraph do not apply to, and CallGideon will have no liability for, any claim arising from: (i) Customer Data or any content, data, or materials provided or directed by the Customer; (ii) modification of the Service by anyone other than CallGideon, or use of the Service in combination with any product, service, data, or process not provided by CallGideon, where the claim would not have arisen but for such modification or combination; (iii) use of the Service other than in accordance with these Terms or the Documentation; or (iv) any beta, preview, or no-charge feature. If the Service becomes, or in CallGideon’s reasonable opinion is likely to become, the subject of an infringement claim, CallGideon may, at its option and expense: (1) procure for the Customer the right to continue using the Service; (2) modify or replace the affected portion of the Service so that it is non-infringing while substantially preserving its functionality; or (3) if neither (1) nor (2) is commercially reasonable, terminate the affected portion of the Service and refund any prepaid, unused fees for that portion. This paragraph states CallGideon’s entire liability, and the Customer’s exclusive remedy, for any claim of intellectual-property infringement or misappropriation by the Service.

Indemnification procedure. The party seeking indemnification (the “Indemnified Party”) will: (a) provide the indemnifying party (the “Indemnifying Party”) with prompt written notice of the claim (provided that a failure to give prompt notice relieves the Indemnifying Party of its obligations only to the extent it is materially prejudiced thereby); (b) give the Indemnifying Party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the Indemnifying Party’s expense. The Indemnifying Party may not settle any claim in a manner that imposes any liability, payment, or admission of fault on the Indemnified Party, or that does not fully release the Indemnified Party, without the Indemnified Party’s prior written consent (not to be unreasonably withheld). The Indemnified Party may participate in the defense with counsel of its own choosing at its own expense.

22. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS. BY AGREEING TO THESE TERMS, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY AND ITS RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND AGREES THAT DISPUTES WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AS SET OUT BELOW. THIS ARBITRATION AGREEMENT AND CLASS-ACTION WAIVER ARE MUTUAL AND MATERIAL TO THESE TERMS.

• Good-faith negotiation. Before initiating arbitration, the parties will attempt in good faith to resolve any dispute through negotiation between authorized representatives for at least thirty (30) days after written notice of the dispute.

• Binding arbitration. Any dispute not resolved through negotiation will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, by one arbitrator, seated in Delaware, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

• Class-action waiver. Disputes will be resolved only on an individual basis. To the maximum extent permitted by law, the parties waive any right to bring or participate in a class, collective, consolidated, or representative action, and the arbitrator may not consolidate more than one party’s claims or preside over any form of representative or class proceeding.

• Equitable relief carve-out. Notwithstanding the above, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or Confidential Information, or to enforce the arbitration provision.

23. Force Majeure

CallGideon will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or telecommunications failures, power outages, denial-of-service attacks, pandemics, or failures or degradation of third-party services or Subprocessors.

24. Assignment

You may not assign or transfer these Terms, in whole or in part, without CallGideon’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of your assets, provided the assignee is not a competitor of CallGideon and assumes all obligations. CallGideon may assign these Terms without restriction. Any attempted assignment in violation of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.

25. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will continue in full force and effect.

26. Entire Agreement

These Terms, together with any applicable Order Form, the DPA, the BAA (where applicable), and the Privacy Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, and understandings, whether oral or written. In the event of a conflict, the following order of precedence applies: (1) the BAA (as to ePHI), (2) the DPA (as to personal information), (3) a signed Order Form, (4) these Terms, and (5) the Privacy Policy and Documentation. No terms in your purchase order or other business form will modify these Terms.

27. Notices

Legal notices to CallGideon must be sent to gideon@callgideon.com and to Call Gideon Inc., 108 W. 13th Street, Suite 100, Wilmington, Delaware 19801, USA. CallGideon may provide notices to you by email to your Account’s administrator address, by posting within the Service, or by posting on its website. Notices are deemed given when sent (for email) or when posted (for in-Service or website notices).

28. Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party, and will not be deemed a waiver of any subsequent breach or default.

29. Survival

The following provisions survive termination or expiration of these Terms: Definitions; Customer Responsibilities; Data Ownership, Data Processing, and the DPA/BAA (as applicable); Data Retention, Export, and Deletion; Confidentiality; accrued payment obligations; Intellectual Property and Feedback; Warranty Disclaimer; Limitation of Liability; Indemnification; Governing Law and Dispute Resolution; and any other provision that by its nature should survive.

30. Export, Sanctions, and Compliance

You will comply with all applicable U.S. export-control and economic-sanctions laws and regulations. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and are not on any U.S. government restricted-party or denied-party list. You will not use or export the Service in violation of such laws or for any prohibited end use.

31. Changes to These Terms

CallGideon may update these Terms from time to time. For material changes, CallGideon will provide notice by updating the “Effective Date” above and, where appropriate, by email or in-Service notice. Changes are effective when posted unless otherwise stated. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.

32. Jurisdictional Note (GDPR / UK GDPR)

CallGideon operates from and targets customers in the United States only and does not currently have an establishment in, target, or monitor individuals in the European Union or the United Kingdom. The EU and UK General Data Protection Regulations are therefore not currently applicable to CallGideon’s processing under these Terms. CallGideon monitors this position and will update its terms and DPA if its operations change.

33. Contact

For questions about these Terms or the Service, contact Call Gideon Inc. at gideon@callgideon.com, or by mail at 108 W. 13th Street, Suite 100, Wilmington, New Castle County, Delaware 19801, USA, Attention: Privacy & Legal.

Call Gideon Inc.

108 W. 13th Street, Suite 100, Wilmington, New Castle County, Delaware 19801, USA

General & Privacy contact: gideon@callgideon.com