B2B License Agreement

& Terms of Service for Insertion Order Clients

inSearchX LLC (dba AskOtto.ai) · 210 Captains Walk, Suite 718, Delray Beach, FL 33483 · legal@askotto.com

Last Updated: June 3, 2026 (Revision 1) · Governing Law: State of Florida · Effective Upon IO Execution

1. Definitions

As used in this Agreement, the following terms have the meanings set forth below:

• "Agreement" means this B2B License Agreement and Terms of Service, together with all Insertion Orders, Exhibits, and addenda incorporated herein.
• "AskOtto Platform" or "Software" means the inSearchX proprietary software, APIs, SMS messaging infrastructure, call bridging technology, data services, and all associated tools, interfaces, and documentation.
• "Client" or "Licensee" means the business entity executing an Insertion Order that incorporates this Agreement.
• "Consumer Contact" means any individual whose telephone number, name, or other personally identifiable information is submitted by Client to inSearchX for use in messaging or calling products.
• "Insertion Order" or "IO" means the executed order form setting forth the specific services, pricing, and configuration selected by Client.
• "Messaging Products" means any SMS or MMS text messaging services provided under an IO, including AskOtto Network Audience SMS, Custom Client Audience SMS, and SMS Lead to CRM products.
• "Data Products" means vehicle data lookup, append, and enrichment services provided under an IO.
• "API Data Services" means any data, records, scores, lookups, enrichment outputs, or other information delivered to Client by inSearchX through an application programming interface, whether as part of a Data Product or a standalone API integration.
• "TCPA" means the Telephone Consumer Protection Act, 47 U.S.C. § 227, and all implementing regulations promulgated by the Federal Communications Commission.
• "Prior Express Written Consent" has the meaning ascribed by the FCC under 47 C.F.R. § 64.1200, as amended, including the one-to-one consent requirements effective January 27, 2025.
• "State Telemarketing Statutes" means all state-level statutes governing automated messaging, telemarketing, or telephonic contact with consumers, including without limitation the Florida Telephone Solicitation Act (Fla. Stat. § 501.059), the Texas Business & Commerce Code § 305.001 et seq., and Oklahoma law, as each may be amended from time to time.
• "Confidential Information" means non-public business information disclosed by either party in connection with this Agreement that is marked confidential or that a reasonable person would consider confidential given the circumstances.

2. License Grant

Subject to the terms of this Agreement and the applicable IO, inSearchX grants Client a nonexclusive, nontransferable, revocable, United States-only license to access and use the AskOtto Platform solely for the lawful business purposes outlined in the IO. This license does not permit Client to:

• Create derivative works, modifications, or enhancements of the Software;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive source code;
• Sublicense, resell, or transfer access to the Software to any third party without prior written consent from inSearchX;
• Use the Software in any manner that violates applicable law, including the TCPA, CAN-SPAM Act, DPPA, or state telemarketing statutes.

All rights, title, and interest in the AskOtto Platform, including all improvements and updates, remain the exclusive property of inSearchX. No implied licenses are granted.

3. Insertion Orders and Services

This Agreement applies on a project-specific basis through IOs. Each IO defines the scope, pricing, deliverables, term, and implementation details for the selected products. The version of this Agreement in effect as of the IO Effective Date governs that IO for its full term. In the event of any conflict between an IO and this Agreement, this Agreement controls unless the IO explicitly states otherwise in a signed writing.

3.1 Messaging Products — Specific Requirements

The following requirements apply to all Messaging Products selected in an IO:

1. Client must submit an approved message template for each campaign prior to launch. inSearchX reserves the right to reject templates that are misleading, non-compliant, or inconsistent with carrier A2P 10DLC campaign registration parameters.
2. All Messaging Products are transmitted via registered A2P 10DLC campaigns. Client acknowledges that carrier filtering may affect deliverability and that inSearchX does not guarantee specific delivery rates.
3. inSearchX will include standard STOP/HELP opt-out language in all consumer messages. Client may not instruct inSearchX to suppress or remove opt-out language.
4. inSearchX will process opt-out (STOP) requests within one (1) business day of receipt. Client must not re-submit opted-out Consumer Contacts for any Messaging Product.
5. Messages will be sent only between 8:00 a.m. and 9:00 p.m. local time of the Consumer Contact's area code, consistent with TCPA time-of-day restrictions.

3.2 Data Products — Permissible Use

Data Products involve access to vehicle registration, ownership, and consumer contact data that may be subject to the Driver's Privacy Protection Act (18 U.S.C. §§ 2721–2725) and related state statutes. Client must:

1. Specify a permissible use under 18 U.S.C. § 2721(b) in the IO Compliance Certification section prior to receiving any Data Product output.
2. Use Data Product outputs solely for the stated permissible purpose and not re-sell, transfer, or further distribute such data except as permitted by law.
3. Maintain reasonable security measures to protect Data Product outputs consistent with applicable law, including the FTC Safeguards Rule if Client is a covered motor vehicle dealer.

3.3 Budget Governance

For products billed on a per-unit basis with a prepaid deposit, the following applies:

1. inSearchX will notify Client by email when the deposit balance reaches twenty percent (20%) of the initial prepaid amount.
2. Client must elect within five (5) business days to either replenish the deposit or pause services. Failure to elect will result in automatic service suspension.
3. Overages beyond a deposit balance are invoiced immediately and payable within fifteen (15) days. inSearchX may suspend services if overage invoices remain unpaid beyond fifteen (15) days.

3.4 API Data Services — Specific Requirements

The following requirements apply to all API Data Services delivered by inSearchX to Client under any IO. These terms govern inSearchX's provision of data to Client and supplement the Data Products provisions in Section 3.2.

1. Client must specify the intended use case for API Data Services in the IO prior to activation. API Data Services may only be used for the stated purpose and not for any other application, product, or service without prior written approval from inSearchX.
2. Client may not resell, sublicense, redistribute, or make available API Data Services output to any third party, whether for compensation or otherwise, without the prior written consent of inSearchX.
3. Client may not use API Data Services output to train, fine-tune, or improve any machine learning or artificial intelligence model, or to develop any product or service that competes with inSearchX or the AskOtto Platform.
4. Client may not reverse engineer, re-identify, or attempt to derive source data, methodology, or schema from API Data Services output.
5. Client acknowledges that API Data Services output is provided 'as is' and inSearchX makes no warranty as to the accuracy, completeness, currency, or fitness for any particular purpose of API data. Client assumes all risk in relying on API Data Services output for any business decision.
6. inSearchX may modify, update, deprecate, or discontinue any API endpoint or data schema upon thirty (30) days' written notice to Client, except in the case of emergency changes required by law, carrier policy, or data source changes, in which case inSearchX will provide as much notice as reasonably practicable.
7. Client must implement reasonable access controls to prevent unauthorized use of API credentials and must notify inSearchX within forty-eight (48) hours of discovering any compromise of API keys or tokens.
8. Client's acceptance of API-specific terms is recorded at the time of API key provisioning. Each IO for API Data Services will include a Compliance Certification acknowledging these restrictions. Execution of an IO referencing API Data Services constitutes Client's acceptance of this Section 3.4 in addition to all other terms herein.

4. Client Compliance Obligations

This section sets forth Client's non-delegable compliance obligations. inSearchX provides the messaging and data infrastructure; Client is solely responsible for ensuring lawful authority to contact each Consumer Contact.

4.1 TCPA Compliance and Messaging Agency Appointment

Client represents, warrants, and covenants on an ongoing basis that:

• All Consumer Contacts submitted for any Messaging Product have provided Prior Express Written Consent to receive automated text messages from Client and/or its designated service providers, obtained in compliance with the TCPA and FCC regulations in effect at the time of collection.
• For SMS Lead to CRM and SMS Custom Client Audience products, consent was obtained on a one-to-one basis consistent with the FCC's January 27, 2025 one-to-one consent rules, directly identifying Client and/or inSearchX/AskOtto as an authorized sender.
• Consent records for each Consumer Contact are retained and available for production upon request for a minimum of four (4) years from the date of last contact.
• Client has implemented and maintains a process for honoring revocations of consent across all channels and will notify inSearchX of any revocation received outside the AskOtto platform within forty-eight (48) hours of receipt.

Messaging Agency Appointment: Client hereby appoints inSearchX LLC as its limited, revocable agent for the sole purpose of transmitting text messages to Consumer Contacts on Client's behalf pursuant to applicable IOs and in accordance with this Agreement. inSearchX accepts this appointment solely in its capacity as a technology service provider and messaging infrastructure operator. Nothing in this appointment creates a general agency relationship or authorizes inSearchX to bind Client in any other respect. Client acknowledges that messages sent by inSearchX under this appointment are sent on behalf of Client, and Client bears sole and unlimited liability for the legal sufficiency of consent underpinning those messages.

Consent Records Audit Right: Upon inSearchX's written request (which may be made at any time inSearchX has a reasonable basis to believe that consent records may be deficient), Client must produce copies of consent records for a representative sample of Consumer Contacts designated by inSearchX within five (5) business days. If Client fails to produce the requested records within that period, inSearchX may suspend all Messaging Products for the affected Client account without liability until records are produced and reviewed. This right does not obligate inSearchX to conduct audits, and inSearchX's failure to exercise this right shall not be construed as a waiver of any compliance obligation imposed on Client by Section 4.

4.2 National Do Not Call Compliance

Client must scrub all Consumer Contact lists against the National Do Not Call Registry within thirty-one (31) days prior to submission to inSearchX. Client must also honor any internal do-not-contact lists maintained by Client.

4.3 State Law Compliance

Client is responsible for compliance with all applicable state telemarketing, wiretapping, consumer protection, and privacy laws for Consumer Contacts located in any state, including without limitation:

• California: CIPA (Cal. Penal Code § 630 et seq.), CCPA/CPRA, and Rosenthal Act;
• Florida: Florida Telephone Solicitation Act (Fla. Stat. § 501.059), as amended, including the automated text message provisions creating a private right of action with statutory damages of $500 per violation;
• Texas: Texas Business & Commerce Code § 305.001 et seq.;
• Oklahoma: Oklahoma Consumer Protection Act and applicable telemarketing regulations;
• All other applicable state statutes addressing automated messaging and telemarketing, including any state mini-TCPA statutes enacted after the Effective Date of the applicable IO.

4.4 AI Disclosure

Client acknowledges that the AskOtto Platform may utilize artificial intelligence to initiate, respond to, or facilitate SMS conversations. Client authorizes inSearchX to identify messages as AI-assisted where required by applicable law or carrier policy. Client is responsible for ensuring any additional disclosure obligations under state law applicable to its specific use case are satisfied.

4.5 Prohibited Data Submissions

Client may not submit to inSearchX for use in any Messaging Product or Data Product any Consumer Contact data that includes sensitive personal information, including without limitation health or medical information, financial account numbers, Social Security numbers, government-issued identification numbers, immigration status, biometric data, or data concerning minors under the age of 18, unless Client has executed a separate Sensitive Data Addendum with inSearchX expressly authorizing such submission and setting forth additional security and compliance obligations. Client represents and warrants that Consumer Contact lists submitted under this Agreement contain only name, telephone number, postal address, and email address class data, unless a Sensitive Data Addendum is in effect.

5. Intellectual Property

Each party retains all intellectual property rights in its own pre-existing materials, systems, and data. No license to a party's IP is granted except as expressly stated in this Agreement.

5.1 inSearchX IP

The AskOtto Platform, all associated algorithms, models, software, call routing infrastructure, data schemas, and platform improvements are the exclusive property of inSearchX. Client may not claim any ownership interest in the Platform or in aggregated, de-identified insights derived from Platform usage. For the avoidance of doubt, inSearchX will not use Consumer Contact data submitted by Client, or message content transmitted on Client's behalf, to train, fine-tune, or improve inSearchX's artificial intelligence or machine learning models without Client's prior written consent.

5.2 Client Content

Client may provide content such as logos, approved message templates, vehicle inventory data, and audience lists ("Client Content") in connection with an IO. Client grants inSearchX a limited, revocable, royalty-free license to use Client Content solely for the purpose of fulfilling obligations under the applicable IO. Client represents that it holds all rights necessary to grant this license.

6. Data and Privacy

6.1 Data Processing Roles

With respect to Consumer Contact data submitted by Client for Messaging Products, Client is the data controller and inSearchX acts as a data processor on Client's behalf. inSearchX will process Consumer Contact data solely as instructed by Client and as necessary to provide the services under the applicable IO. inSearchX will not use Consumer Contact data for any purpose outside the scope of the applicable IO, including without limitation building network-level profiles, phone-graph scoring, or cross-client analytics using individually-identifiable Consumer Contact data.

6.2 Data Retention

inSearchX will retain Consumer Contact data and messaging records for a period of four (4) years following the last date of contact, consistent with the TCPA statute of limitations, unless a longer period is required by law or agreed to in writing. Upon expiration of the applicable IO or upon Client's written request, inSearchX will delete or return Client's Consumer Contact data within sixty (60) days, subject to any applicable legal holds.

6.3 Security

inSearchX will maintain commercially reasonable administrative, technical, and physical safeguards to protect Consumer Contact data against unauthorized access, disclosure, alteration, or destruction. inSearchX will notify Client within seventy-two (72) hours of discovering any security incident that may have compromised Consumer Contact data.

6.4 Sub-Processors

inSearchX may engage third-party sub-processors (including SMS carriers, cloud infrastructure providers, and AI service vendors) to assist in delivering services under this Agreement. inSearchX will ensure that any sub-processor is bound by data protection obligations no less protective than those imposed on inSearchX under this Agreement. A current list of material sub-processors is available upon written request to legal@askotto.com. inSearchX will provide Client with at least thirty (30) days' prior written notice before adding or replacing a material sub-processor. If Client reasonably objects to a new sub-processor on data protection grounds, the parties will meet in good faith to resolve the objection. If the parties cannot resolve the objection within fifteen (15) days, Client may terminate the affected IO without penalty.

6.5 CCPA / CPRA

To the extent any Consumer Contacts are California residents, inSearchX processes such data as a "service provider" under the CCPA/CPRA and agrees not to sell or share such data for cross-context behavioral advertising. Client is responsible for providing any required disclosures to California residents and for honoring data subject rights requests it receives directly.

6.6 GLBA / FTC Safeguards

If Client is a motor vehicle dealer covered by the FTC Safeguards Rule (16 C.F.R. Part 314), Client is responsible for including this Agreement as a vendor contract within its written information security program and for ensuring inSearchX's data handling practices are consistent with Client's GLBA obligations.

6.7 Data Processing Agreement

DPA Addendum: Clients whose operations are subject to the European Union General Data Protection Regulation (GDPR), Canada's PIPEDA, Brazil's LGPD, or other international data protection frameworks requiring a formal Data Processing Agreement may request a standalone DPA Addendum from inSearchX at legal@askotto.com. The DPA Addendum, when executed, shall be incorporated into and governed by this Agreement. In the event of any conflict between the DPA Addendum and this Agreement with respect to the processing of personal data subject to an international privacy framework, the DPA Addendum controls.

7. Confidentiality

Each party agrees to protect the other party's Confidential Information using no less than commercially reasonable safeguards, and to disclose such information only to employees, agents, or contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein. Neither party may use the other's Confidential Information for any purpose other than performing its obligations under this Agreement. These obligations survive termination for a period of three (3) years. The terms and pricing of this Agreement and all IOs are Confidential Information of both parties. Public announcements require prior written approval from both parties.

8. Representations and Warranties

8.1 Mutual Representations

Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing; (b) it has the authority to enter into this Agreement; and (c) its performance of this Agreement will not violate any applicable law or breach any agreement to which it is a party.

8.2 inSearchX Warranties

inSearchX represents that it holds the right to license the AskOtto Platform as provided herein and that it will provide services in a professional and workmanlike manner.

8.3 Client Warranties

Client represents and warrants on a continuing basis that: (a) it will comply with all applicable laws in connection with its use of the AskOtto Platform, including the TCPA and all State Telemarketing Statutes; (b) all Consumer Contacts submitted for Messaging Products have provided lawful consent as required by Section 4 of this Agreement; (c) its use of Data Products and API Data Services is for a lawful permissible purpose; (d) all Client Content is owned by or licensed to Client and does not infringe any third-party intellectual property rights; and (e) Consumer Contact lists submitted under this Agreement comply with the data submission restrictions in Section 4.5.

8.4 Disclaimer

THE ASKOTTO PLATFORM IS PROVIDED 'AS IS' AND 'AS AVAILABLE.' EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2, INSEARCHX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. INSEARCHX DOES NOT WARRANT THAT MESSAGING PRODUCTS WILL ACHIEVE ANY SPECIFIC DELIVERABILITY RATE OR THAT DATA PRODUCTS OR API DATA SERVICES WILL BE FREE FROM ERRORS OR OMISSIONS. CLIENT RELIES ON API DATA SERVICES OUTPUT AT ITS SOLE RISK.

9. Limitation of Liability

9.1 EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY, (B) VIOLATIONS OF INTELLECTUAL PROPERTY RIGHTS, AND (C) CLIENT'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY IO SHALL EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO INSEARCHX UNDER ALL ACTIVE IOS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

9.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IMPORTANT: The liability cap in Section 9.1 does not apply to TCPA statutory damages, State Telemarketing Statute statutory damages (including under the Florida Telephone Solicitation Act, Fla. Stat. § 501.059), or other regulatory fines arising from Client's failure to obtain or maintain legally sufficient consumer consent. Client bears sole and unlimited liability for such claims. See Section 10 (Indemnification).

10. Indemnification

10.1 Client Indemnification of inSearchX

Client agrees to defend, indemnify, and hold harmless inSearchX, its affiliates, officers, directors, employees, agents, and successors from and against any and all third-party claims, demands, proceedings, losses, damages, fines, penalties, and costs (including reasonable attorneys' fees) arising out of or related to:

• Client's failure to obtain or maintain legally sufficient Prior Express Written Consent for any Consumer Contact submitted for a Messaging Product, including TCPA statutory damages of $500–$1,500 per message;
• Client's violation of any applicable law, including the TCPA, CAN-SPAM Act, DPPA, FCRA, or State Telemarketing Statutes (including the Florida Telephone Solicitation Act, which provides a private right of action for $500 per text message);
• Any claim that Client Content infringes a third party's intellectual property rights;
• Client's breach of any representation, warranty, or obligation under this Agreement;
• Client's misuse of Data Products or API Data Services outside the stated permissible purpose;
• Any claim arising from Client's redistribution, resale, or unauthorized use of API Data Services output in violation of Section 3.4.

10.2 inSearchX Indemnification of Client

inSearchX agrees to defend, indemnify, and hold harmless Client from and against third-party claims alleging that the AskOtto Platform, as provided by inSearchX and used in accordance with this Agreement, infringes any U.S. patent, copyright, or trade secret of a third party. This indemnification does not apply to claims arising from Client's modification, misuse, or combination of the Platform with non-inSearchX products.

10.3 Indemnification Procedures

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) grant the indemnifying party sole control of the defense and settlement, subject to the indemnified party's reasonable approval; and (c) reasonably cooperate with the defense. The indemnifying party may not settle any claim in a manner that imposes ongoing obligations or liability on the indemnified party without the indemnified party's prior written consent.

11. Term and Termination

This Agreement is effective upon execution of an IO and remains in effect until all active IOs terminate, or until terminated as provided below.

11.1 Termination for Convenience

Either party may terminate this Agreement (and all active IOs) upon thirty (30) days' written notice, provided no IO is in its committed term. If an IO is in its committed term, either party may terminate that IO early subject to the terms of Section 11.3.

11.2 Termination for Cause

Either party may terminate this Agreement or any IO immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within ten (10) business days of written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) ceases to operate as a going concern. inSearchX may also suspend or terminate Messaging Products immediately upon discovery of Client's non-compliance with Section 4 (Client Compliance Obligations) without cure period.

11.3 Effect of Termination

Upon termination: (a) all licenses granted herein cease immediately; (b) Client must pay all outstanding fees for services rendered through the termination date; (c) prepaid deposits are non-refundable except to the extent the unused balance exceeds amounts owed for services rendered; (d) each party must return or destroy the other's Confidential Information within thirty (30) days; and (e) Sections 4, 5, 6, 7, 9, 10, 12, 13, and 14 survive termination.

12. Modifications to This Agreement

inSearchX may update this Agreement from time to time. For existing Licensees with active IOs, the version of this Agreement in effect as of the IO Effective Date governs that IO for its full term. Material changes to this Agreement will be communicated in writing to Client at least thirty (30) days before taking effect with respect to any new IO or renewal. Client's execution of a new or renewed IO after the effective date of a material change constitutes acceptance of the updated Agreement.

The current version of this Agreement is available at https://askotto.biz/terms. It is Client's responsibility to review the Agreement before executing each IO.

13. General Provisions

13.1 Governing Law

This Agreement and all IOs are governed by the laws of the State of Florida, without reference to conflict-of-law principles.

13.2 Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, natural disasters, government orders, cyberattacks, telecommunications outages, or carrier network disruptions. In the event of a force majeure event lasting more than thirty (30) days, either party may terminate the affected IO without penalty.

13.3 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a joint venture, partnership, agency, franchise, or employment relationship. Neither party may bind the other without prior written authorization. The limited messaging agency appointment in Section 4.1 applies solely to the transmission of messages pursuant to applicable IOs and does not otherwise modify this independent contractor relationship.

13.4 Assignment

Neither party may assign this Agreement or any IO without the other party's prior written consent, except that inSearchX may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets with notice to Client. Any purported assignment in violation of this section is void.

13.5 Waiver

No waiver of any term is effective unless in writing and signed by the waiving party. Failure to enforce any provision shall not constitute a waiver of the right to enforce it in the future.

13.6 Severability

If any provision of this Agreement is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

13.7 Entire Agreement

This Agreement, together with all executed IOs and Exhibits, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings. Amendments require a signed writing executed by authorized representatives of both parties.

13.8 Notices

Notices under this Agreement must be in writing and delivered by: (a) hand delivery, (b) nationally recognized overnight courier, or (c) email with confirmed read receipt to the contacts specified in the applicable IO. Notices to inSearchX must be copied to legal@askotto.com.

13.9 Publicity

Neither party may issue a press release, case study, or public statement referencing the other party without prior written approval. inSearchX may list Client as a customer in its marketing materials unless Client requests otherwise in writing.

13.10 Counterparts; Electronic Signatures

This Agreement and any IO may be executed in counterparts, each of which constitutes an original. Electronic signatures (including DocuSign and equivalent platforms) are deemed legally equivalent to handwritten signatures.

13.11 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors. Nothing herein creates any rights in any third party, including any Consumer Contact.

14. Dispute Resolution and Binding Arbitration

IMPORTANT NOTICE: This section requires binding arbitration of disputes and waives the right to a jury trial. Please read carefully.

14.1 Informal Resolution

Before initiating arbitration, the parties must attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days following written notice of the dispute from one party to the other.

14.2 Binding Arbitration

If informal resolution fails, either party may elect binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator with experience in commercial technology or telecommunications law. Proceedings shall be conducted in Palm Beach County, Florida (or by videoconference upon mutual agreement). The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.3 Class Action Waiver

EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS AGREEMENT.

14.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in the state or federal courts of Palm Beach County, Florida for: (a) violations of intellectual property rights; (b) breaches of confidentiality; or (c) emergency relief necessary to prevent irreparable harm. Both parties consent to the exclusive jurisdiction and venue of Palm Beach County, Florida for such proceedings.

14.5 Jury Trial Waiver

EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

15. Contact Information

Questions regarding this Agreement should be directed to:

Appendix A: Summary of Revisions (Revision 1 — June 2026)

The following additions and modifications were made in Revision 1 of this Agreement.

1. Section 1 — Added definitions for "API Data Services" and "State Telemarketing Statutes".
2. Section 3.4 — New section governing API Data Services delivered by inSearchX to Client, including permitted use, resale prohibition, no-AI-training restriction, accuracy disclaimer, change-notice obligations, and API key acceptance mechanics.
3. Section 4.1 — Added explicit Messaging Agency Appointment language appointing inSearchX as Client's limited agent for TCPA purposes, and added a Consent Records Audit Right for inSearchX.
4. Section 4.3 — Expanded State Law Compliance to explicitly reference the Florida Telephone Solicitation Act's private right of action at $500/text and to add Oklahoma and a forward-looking catch-all for future state mini-TCPA enactments.
5. Section 4.5 — New provision prohibiting submission of sensitive personal data without a separate Sensitive Data Addendum.
6. Section 5.1 — Added explicit prohibition on using Client's Consumer Contact data or message content to train inSearchX AI/ML models without consent.
7. Section 6.1 — Added purpose limitation prohibiting inSearchX from using Consumer Contact data for cross-client analytics or network profiling.
8. Section 6.4 — New sub-processor disclosure obligation with 30-day advance notice of material changes and Client objection right.
9. Section 6.7 — New DPA Addendum provision for Clients subject to GDPR, PIPEDA, LGPD, or other international frameworks.
10. Section 8.3 — Updated Client warranties to reference State Telemarketing Statutes and Section 4.5 data submission restrictions.
11. Section 9 — Updated liability cap notice to reference State Telemarketing Statutes alongside TCPA.
12. Section 10.1 — Updated Client indemnification to explicitly cover State Telemarketing Statute claims (including FL FTSA) and API Data Services misuse.
13. Section 13.3 — Clarified that the messaging agency appointment does not alter the independent contractor relationship.

This document is a legal instrument. inSearchX LLC recommends that both parties review this Agreement with qualified legal counsel prior to execution.

This Agreement is deemed accepted by Licensee upon execution of an Insertion Order referencing it.

© 2026 inSearchX LLC. All rights reserved. | AskOtto is a registered trademark of inSearchX LLC.