CallScaler Marketplace Buyer AgreementCallScaler Marketplace Buyer Agreement

This CallScaler Marketplace Buyer Agreement (“Agreement”) governs participation as a buyer in the CallScaler Pay-Per-Call Marketplace.

This Agreement is between CallScaler, Inc., a Delaware corporation (“CallScaler”), and the person or business accepting this Agreement (“Buyer”).

By checking the box indicating acceptance of this Agreement, creating or activating a Marketplace buyer campaign, depositing funds, bidding on Calls, or purchasing Calls through the CallScaler Marketplace, Buyer agrees to this Agreement.

1. Marketplace Services

CallScaler operates a marketplace through which Buyer may receive inbound telephone calls and call transfers from consumers (“Calls”).

Buyer may configure campaigns through the CallScaler dashboard to specify the Calls Buyer wishes to receive.

CallScaler does not guarantee any minimum Call volume, conversion rate, appointments, sales, revenue, or other business result.

Participation in the Marketplace is non-exclusive.

2. Campaign Settings

Each Marketplace campaign includes settings displayed in the CallScaler dashboard (“Campaign Settings”).

Campaign Settings may include:

• Geographic targeting;
• Service categories;
• Operating hours;
• Call pricing or bids;
• Minimum Call duration;
• Call caps;
• Routing destinations; and
• Other Call qualification requirements.

The Campaign Settings active when a Call is routed determine the applicable price and campaign-specific billing requirements for that Call.

Buyer is solely responsible for maintaining accurate Campaign Settings.

If Buyer does not want Calls from a particular location, service category, time period, or other category, Buyer must update its Campaign Settings before the Call is routed.

3. Billable Calls

Unless otherwise stated in the applicable Campaign Settings, a Call is billable when:

1. The Call is routed to Buyer in accordance with the Campaign Settings; and
2. The Call meets the minimum duration or other billing requirement shown for the campaign.

CallScaler's systems will determine Call duration, routing, geographic information, campaign settings, bidding information, and other billing data.

A Call does not need to result in a sale, appointment, booked job, or other conversion to be billable.

4. Buyer-Controlled Call Handling and Billing Circumvention

Minimum Call duration requirements are intended to distinguish meaningful consumer Calls from Calls that disconnect or fail to connect properly. They are not intended to allow Buyer to receive, access, or avoid answering a legitimate consumer Call without paying for it.

A Call may be billed at the full applicable campaign price even if it does not reach the stated minimum Call duration when the Call was otherwise properly routed to Buyer and the Call failed to reach the minimum duration because of Buyer's actions, systems, configuration, or Call-handling practices.

This includes, without limitation, situations where:

• Buyer answers the Call and intentionally disconnects before the minimum duration;
• Buyer tells the caller that Buyer will call them back and then ends the Call;
• Buyer obtains the caller's name, telephone number, address, service request, or other lead information and then ends the Call;
• Buyer directs the caller to continue the conversation by text, another telephone number, or another communication channel;
• Buyer rejects or declines the Call after it is routed;
• Buyer allows the Call to go unanswered or to voicemail despite the campaign being active and configured to receive Calls;
• Buyer's telephone system, routing configuration, answering service, employees, contractors, or other systems cause the Call to be rejected, disconnected, missed, or sent to voicemail;
• Buyer repeatedly misses, rejects, disconnects, or sends legitimate Marketplace Calls to voicemail;
• Buyer accepts or bids on a Call and then ends the Call because the location, service requested, or other information is inconsistent with Buyer's internal preferences but was permitted by Buyer's Campaign Settings or bid criteria; or
• Buyer otherwise handles a Call in a manner that CallScaler reasonably determines was intended to obtain the benefit of the consumer opportunity or avoid the applicable Call charge.

Buyer-controlled failure to answer a Call does not automatically make the Call invalid or non-billable.

CallScaler may consider Call recordings, transcripts, timestamps, routing information, ringing duration, voicemail activity, bid data, Campaign Settings, caller behavior, account activity, patterns of Call handling, and other reasonably available information when determining whether a Call is billable under this Section.

A pattern of conduct is not required. CallScaler may bill an individual Call where the circumstances reasonably demonstrate that the Call would otherwise have been billable but for Buyer's Call handling.

For clarity, this Section does not make a Call billable solely because a genuine caller independently hangs up, disconnects, or abandons the Call before meaningful delivery to Buyer, unless the applicable Campaign Settings provide otherwise.

If CallScaler determines that a previously unbilled Call is billable under this Section, CallScaler may deduct the applicable charge from Buyer's prepaid balance, apply the charge to Buyer's account, or include the charge on a subsequent invoice.

5. Service Area and Campaign Configuration

Buyer is responsible for configuring the geographic areas in which Buyer wishes to receive Calls.

A Call routed from a geographic area included in Buyer's Campaign Settings is not disputable merely because:

• Buyer does not actually service that particular location;
• Buyer's representative says during the Call that the location is outside Buyer's service area;
• Buyer's internal service territory is narrower than the territory configured in CallScaler;
• Buyer later determines that the location is inconvenient or too far away; or
• Buyer mistakenly left the location enabled.

Buyer must update its Campaign Settings to prevent unwanted geographic areas from receiving future Calls.

Real-Time Bidding

Where Buyer participates through real-time bidding, ping/post, or another bidding process, a bid submitted by Buyer or Buyer's system represents Buyer's willingness to receive the Call based on the information made available with the bid request.

If Buyer submits a winning bid and the Call is routed to Buyer, Buyer may not later dispute the Call based on geographic, service-type, or other information that was included in the bid request or that Buyer configured its bidding system to accept.

Buyer is responsible for the accuracy of its bid rules, integrations, geographic filters, and other automated buying criteria.

6. Invalid Calls

A Call may be disputed as invalid if it clearly falls into one of the following categories:

• The caller reached Buyer by genuine mistake and was seeking an unrelated person or business;
• The caller is a salesperson, vendor, recruiter, or other person attempting to sell or market something to Buyer rather than purchase Buyer's services;
• The Call consists of dead air or fails to meaningfully connect because of a telecommunications or CallScaler system failure;
• The Call is clearly automated, spam, fabricated, or fraudulent;
• The Call was generated as a test rather than by a genuine consumer; or
• The Call clearly violates a specific qualification requirement expressly stated in the applicable Campaign Settings.

Calls are not invalid merely because:

• Buyer did not close the sale;
• The caller did not schedule an appointment;
• The caller asked only for pricing;
• The caller decided not to proceed;
• Buyer considered the job too small, too large, inconvenient, or unprofitable;
• Buyer does not offer the exact service requested but accepted that service category through its Campaign Settings;
• Buyer failed to answer the Call;
• The Call reached Buyer's voicemail;
• Buyer's telephone system, employees, or contractors mishandled the Call;
• The caller was an existing or former customer;
• The caller previously contacted Buyer;
• Buyer could not later reach the caller;
• Buyer did not like the quality of the opportunity; or
• Buyer would have preferred not to receive the Call.

Any additional exclusion must be expressly included in the Campaign Settings before the Call is routed.

7. Call Disputes

Buyer must submit any Call dispute through CallScaler within 7 calendar days after the Call.

The dispute must identify the Call and provide a specific reason why the Call qualifies as invalid under this Agreement or the applicable Campaign Settings.

Calls not disputed within 7 calendar days are considered accepted.

CallScaler may review:

• Call recordings;
• Transcripts;
• Call duration;
• Routing information;
• Bid information;
• Caller information;
• Geographic information;
• Campaign Settings;
• Account activity; and
• Other reasonably available Marketplace records.

CallScaler will review disputes reasonably and in good faith.

CallScaler's records will control unless there is a clear and material error.

If a dispute is approved, CallScaler may issue an account credit or remove an unpaid Call charge.

Approved Call disputes do not entitle Buyer to a cash refund of previously deposited funds.

8. Prepaid Accounts

Buyer may purchase Calls using a prepaid CallScaler balance.

For prepaid accounts:

• Buyer deposits funds into its CallScaler account;
• Billable Calls are deducted from the available balance;
• CallScaler is not required to route Calls when the balance is insufficient; and
• Buyer may enable automatic balance replenishment using a payment method on file.

Buyer authorizes CallScaler and its payment providers to process deposits and authorized automatic replenishments.

Prepaid funds are Marketplace account credits and are not a bank account or stored-value financial account.

Deposits and prepaid balances are non-refundable, except where required by applicable law or expressly approved by CallScaler.

9. Invoiced Accounts

CallScaler may approve certain Buyers for invoiced or postpaid billing.

Buyer must pay invoices according to the payment terms displayed on the invoice or otherwise agreed to by CallScaler.

Buyer must notify CallScaler of any good-faith invoice discrepancy within 7 calendar days after the invoice is issued.

Buyer must timely pay all undisputed amounts.

CallScaler may at any time:

• Modify Buyer's credit limit;
• Require a deposit;
• Require Buyer to switch to prepaid billing;
• Charge an authorized payment method;
• Pause Call delivery; or
• Suspend the account if amounts are past due.

Buyer remains responsible for all valid Call charges incurred before suspension or termination.

10. Payment Disputes and Chargebacks

The Call dispute process in Section 7 is Buyer's method for disputing individual Call charges.

Buyer agrees not to use a credit-card chargeback, ACH reversal, payment dispute, or other payment reversal as a substitute for CallScaler's Call dispute process.

Buyer may not initiate a payment reversal because:

• Buyer disputes the quality of Calls;
• Buyer failed to convert Calls;
• Buyer disagrees with CallScaler's Call-dispute determination;
• Buyer failed to dispute Calls within the required period; or
• Buyer no longer wishes to use funds deposited into its CallScaler account.

Nothing in this Section prevents Buyer from reporting a genuinely unauthorized or duplicate financial transaction.

If Buyer improperly reverses an authorized payment, CallScaler may suspend or terminate the account and recover the reversed amount, payment-processing costs, chargeback fees, and reasonable collection costs.

11. Buyer Call-Handling Responsibilities

Buyer is responsible for maintaining:

• Accurate routing telephone numbers;
• Accurate Campaign Settings;
• Appropriate geographic targeting;
• Operational telephone systems;
• Reasonable staffing;
• Accurate business hours;
• Accurate bidding rules; and
• Sufficient account funding.

Buyer may not manipulate its Call handling for the purpose of avoiding charges.

Buyer may not intentionally:

• Disconnect otherwise valid Calls to avoid a billing threshold;
• Encourage consumers to reconnect outside the CallScaler tracking system;
• Route Marketplace callers around CallScaler in order to avoid Call charges;
• Manipulate Call duration;
• Submit knowingly false disputes; or
• Otherwise attempt to receive the benefit of Marketplace Calls without paying the applicable charges.

CallScaler may suspend or terminate a Buyer that CallScaler reasonably believes is engaging in billing avoidance, dispute abuse, manipulation, fraud, or other misuse of the Marketplace.

12. Call Recording and Marketplace Data

Buyer acknowledges that Marketplace Calls may be monitored, recorded, transcribed, analyzed, and stored by CallScaler for:

• Routing;
• Billing;
• Quality assurance;
• Dispute resolution;
• Fraud detection;
• Compliance;
• Marketplace improvement; and
• Customer support.

Buyer is responsible for complying with laws applicable to Buyer's own recording, handling, storage, and use of consumer information.

13. Compliance

Buyer is responsible for complying with laws applicable to Buyer's business, including applicable licensing, advertising, privacy, consumer-protection, telecommunications, and communications requirements.

Buyer is solely responsible for the products and services Buyer offers to consumers and for Buyer's communications with consumers after receiving a Call.

14. Suspension and Termination

CallScaler may pause, reduce, restrict, or terminate Buyer's access to Marketplace Calls at any time, including because of:

• Insufficient funds;
• Past-due invoices;
• Chargebacks;
• Poor answer rates;
• Repeated voicemail routing;
• Billing circumvention;
• Dispute abuse;
• Fraud or suspected fraud;
• Compliance concerns;
• Consumer complaints;
• Operational issues;
• Risk to CallScaler, Publishers, carriers, or consumers; or
• Violation of this Agreement.

Buyer may stop participating in the Marketplace at any time.

Termination does not eliminate Buyer's obligation to pay valid charges incurred before termination or charges subsequently determined to be valid under this Agreement.

15. No Guarantee of Results

CallScaler does not guarantee:

• Any minimum Call volume;
• That every caller will purchase a service;
• Appointments;
• Sales;
• Conversion rates;
• Revenue;
• Profitability;
• Caller purchase intent;
• Exclusivity; or
• Any particular business result.

Buyer purchases access to Calls meeting the applicable Marketplace billing criteria, not guaranteed customers or sales.

16. Limitation of Liability

To the fullest extent permitted by law, CallScaler will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunities, or reputational harm.

CallScaler's total liability arising out of the Marketplace or this Agreement will not exceed the amount Buyer paid CallScaler for Marketplace Calls during the three months immediately preceding the event giving rise to the claim.

Nothing in this Agreement limits liability that cannot legally be limited.

17. Indemnification

Buyer will indemnify, defend, and hold harmless CallScaler and its affiliates, officers, employees, contractors, Publishers, and service providers from claims, damages, losses, liabilities, penalties, and reasonable legal costs arising from:

• Buyer's products or services;
• Buyer's interactions with consumers;
• Buyer's advertising or representations;
• Buyer's follow-up calls, texts, emails, or other communications;
• Buyer's handling of consumer information;
• Buyer's violation of applicable law; or
• Buyer's violation of this Agreement.

18. Independent Parties

CallScaler and Buyer are independent contractors.

Nothing in this Agreement creates a partnership, agency, employment, franchise, fiduciary, or joint-venture relationship.

19. Changes to Campaign Settings and Agreement

Buyer may modify its Campaign Settings prospectively through the CallScaler dashboard.

Changes do not retroactively alter the Campaign Settings applicable when a prior Call was routed.

CallScaler may update this Agreement from time to time by providing notice through the CallScaler platform, email, or another reasonable electronic method.

Material changes will apply prospectively.

Continued Marketplace participation after an updated Agreement becomes effective constitutes acceptance of the updated Agreement.

20. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-law principles.

Any legal action arising from this Agreement will be brought in a state or federal court with jurisdiction in Delaware, and Buyer consents to the jurisdiction of those courts.

21. General Terms

This Agreement, together with the applicable Campaign Settings, constitutes the entire agreement between CallScaler and Buyer regarding participation in the CallScaler Marketplace.

If there is a conflict between this Agreement and the Campaign Settings, the Campaign Settings control pricing, geography, duration thresholds, service categories, Call caps, and other campaign-specific qualification criteria. This Agreement controls all other matters.

If any provision is unenforceable, the remaining provisions will remain in effect.

CallScaler's failure to enforce a provision on one occasion does not waive its right to enforce that provision later.

Buyer may not assign this Agreement without CallScaler's prior written consent.

Electronic records and electronic acceptance of this Agreement have the same effect as a signed written agreement.

Acceptance

By checking the box below, Buyer acknowledges that Buyer has read, understands, and agrees to the CallScaler Marketplace Buyer Agreement, including the Campaign Settings applicable to Calls purchased through the Marketplace.