Terms of Service

These Terms of Service ("Terms") govern your access to and use of the TELEGENT AI™ platform, including all related services, applications, and APIs (collectively, the "Platform").

By accessing or using the Platform, you agree to be bound by these Terms. If you are using the Platform on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

**Acceptance of Terms:** - Your access to the Platform constitutes acceptance of these Terms - If you do not agree to these Terms, you may not use the Platform - We may modify these Terms at any time with reasonable notice - Continued use after modifications constitutes acceptance of changes

**Enterprise Agreements:** - Additional terms may apply to enterprise customers - Order forms and SOWs take precedence over these Terms - Data processing agreements are incorporated by reference - Service level agreements define uptime commitments

TELEGENT grants you a limited, non-exclusive, non-transferable license to access and use the Platform in accordance with these Terms and your subscription level.

**Authorized Use:** - Access the Platform only through authorized accounts - Use the Platform for legitimate business purposes - Comply with all applicable laws and regulations - Respect the rights of other Platform users

**Usage Restrictions:** - You may not resell, sublicense, or distribute the Platform - You may not reverse engineer or decompile the Platform - You may not use the Platform for illegal or unauthorized purposes - You may not attempt to gain unauthorized access to any systems

**Account Security:** - Maintain the security of your account credentials - Notify us immediately of any security breaches - Accept responsibility for activities under your account - Use strong passwords and enable available security features

TELEGENT retains all right, title, and interest in and to its software, dashboards, methodologies, scoring models, automation workflows, reports, analytics, artificial intelligence systems, proprietary metrics, trademarks, trade secrets, and all future improvements, enhancements, modifications, and derivative works thereof. No ownership rights are transferred to Client under this Agreement.

In addition to the foregoing, TELEGENT retains exclusive ownership of its proprietary methodologies, frameworks, systems, processes, templates, workflows, prompts, playbooks, documentation, software configurations, assessments, integrations, training materials, and related intellectual property.

**Proprietary IP:** Without limitation, TELEGENT retains exclusive ownership of: - TELEGENT Revenue Recovery Framework - TELEGENT Automation Readiness Score - TELEGENT Lead Recovery Engine - TELEGENT Receptionist - AI prompts and prompt libraries - Workflow architectures - Automation frameworks - Industry playbooks - Knowledge bases - Dashboard designs - Assessment methodologies - Reporting templates - Integration configurations - Training materials - Standard operating procedures - Business process documentation

**Client License:** - Client receives a limited, non-exclusive, non-transferable license to use deliverables provided during the active term of the Agreement solely for its internal business operations - Nothing in this Agreement shall transfer ownership of TELEGENT intellectual property, proprietary methodologies, trade secrets, source materials, frameworks, or implementation processes to Client

**Restrictions:** - Client shall not copy, reproduce, distribute, sell, license, modify, reverse engineer, or create derivative works from TELEGENT proprietary materials without prior written consent - Unauthorized use or disclosure of TELEGENT proprietary materials constitutes a material breach of this Agreement

All platform features, methodologies, dashboards, scoring systems, reports, business processes, automations, workflows, analytics models, and future enhancements remain the exclusive intellectual property of TELEGENT AI™.

During the term of this Agreement and for twenty-four (24) months following termination, expiration, or completion of services, Client shall not directly or indirectly solicit, hire, engage as a contractor, recruit, or retain any employee, contractor, consultant, representative, subcontractor, or service provider of TELEGENT who became known to Client through the business relationship.

**Scope of Restriction:** - This restriction applies whether the engagement is direct or indirect - This restriction applies regardless of whether compensation is paid through employment, consulting arrangements, independent contractor relationships, or third-party entities - The restriction covers all TELEGENT personnel who became known to Client through the course of the business relationship

**Business Rationale:** - Client acknowledges that TELEGENT has invested substantial resources in recruiting, training, developing, and retaining its personnel - Client agrees that this restriction is reasonable in scope, duration, and geographic reach - Client agrees this restriction is necessary to protect TELEGENT's legitimate business interests

**Remedies:** - The parties agree that violation of this provision may result in irreparable harm for which monetary damages may be inadequate - TELEGENT shall be entitled to seek injunctive relief and any other remedies available under applicable law - This provision survives termination or expiration of the Agreement

Client acknowledges that TELEGENT has invested substantial time, effort, resources, expertise, business relationships, vendor relationships, implementation methodologies, and proprietary processes in delivering its services.

**Restricted Activities:** During the term of this Agreement and for a period of twenty-four (24) months following termination, expiration, or completion of services, Client shall not directly or indirectly circumvent TELEGENT by:

- Contracting directly with TELEGENT vendors, subcontractors, contractors, consultants, implementation partners, or service providers introduced through the relationship for the purpose of obtaining substantially similar services - Replicating, reverse engineering, or recreating TELEGENT proprietary workflows, automation systems, implementation methodologies, AI configurations, assessments, frameworks, integrations, dashboards, playbooks, or business processes - Engaging third parties to duplicate or recreate TELEGENT proprietary solutions developed for Client - Utilizing information obtained through the engagement to bypass TELEGENT and obtain substantially similar services from parties introduced by TELEGENT

**Carve-Out:** - Nothing in this provision restricts Client from independently engaging publicly available software providers, technology vendors, or service providers not introduced by TELEGENT - Client retains the right to work with any vendor it had a pre-existing relationship with prior to the TELEGENT engagement

**Remedies:** - Client acknowledges that violation of this provision may result in substantial harm to TELEGENT business interests and that monetary damages alone may be insufficient - TELEGENT shall be entitled to seek injunctive relief, equitable remedies, and any other remedies available under applicable law - This provision shall survive termination or expiration of the Agreement

The following methodologies, frameworks, assessments, systems, and processes are proprietary intellectual property owned exclusively by TELEGENT:

**Protected Frameworks:** - TELEGENT Revenue Recovery Framework - TELEGENT Automation Readiness Score - TELEGENT Lead Recovery Engine - TELEGENT Receptionist - TELEGENT Business Assessment Methodology - Industry-specific playbooks - AI prompt libraries - Workflow architectures - Automation frameworks - Dashboard designs - Reporting methodologies - Intake assessment systems - Referral tracking methodologies - Occupancy optimization methodologies - Revenue recovery methodologies

**Limited License:** - Client receives a limited right to utilize services delivered through these frameworks during the term of the Agreement - No ownership, title, or interest in any proprietary framework transfers to Client through use, access, or payment

**Prohibited Activities:** Client shall not copy, replicate, reverse engineer, modify, repackage, license, resell, distribute, teach, publish, or commercialize any TELEGENT proprietary framework, methodology, workflow, assessment, prompt library, playbook, dashboard, or system without prior written consent.

**Non-Competition:** - Client shall not use TELEGENT proprietary methodologies to create competing products, services, software, automation systems, consulting offerings, training programs, or business processes - Client shall not use knowledge of TELEGENT proprietary frameworks to develop or assist in the development of substantially similar systems

**Perpetual Ownership:** - All proprietary rights remain the exclusive property of TELEGENT before, during, and after the termination of this Agreement - This provision survives termination and remains in effect indefinitely

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

**No Implied Warranties:** - We disclaim all implied warranties of merchantability - We disclaim all implied warranties of fitness for a particular purpose - We disclaim all implied warranties of non-infringement - We do not warrant that the Platform will be uninterrupted or error-free

**Service Availability:** - We do not guarantee continuous availability of the Platform - Scheduled maintenance may cause temporary unavailability - Unplanned outages may occur - We will provide reasonable notice of planned maintenance

**Third-Party Services:** - We do not warrant third-party integrations or services - Third-party content is not covered by our warranties - Links to external services do not constitute endorsement - You assume all risk when using third-party services

**Results and Accuracy:** - Results generated by the Platform are based on your inputs - We do not guarantee the accuracy of analytics or predictions - Operational outcomes depend on implementation and data quality - You are responsible for validating outputs before use

TELEGENT provides technology, automation, consulting, and implementation services. While we design and deliver systems intended to drive measurable business improvement, TELEGENT does not guarantee specific outcomes.

**No Guarantees:** TELEGENT does not guarantee: - Revenue increases - Admissions increases - Lead generation results - Occupancy improvements - Conversion rates - Business outcomes of any kind

**Client Acknowledgment:** - Actual results depend upon Client operations, market conditions, staffing, execution, and other factors beyond TELEGENT's control - Past performance of other clients is not indicative of future results for any individual client - Any projections, estimates, or forecasts shared during the sales, implementation, or consulting process are illustrative and do not constitute a guarantee of performance - Client assumes full responsibility for business decisions made based on AI outputs, analytics, recommendations, or reporting

TELEGENT utilizes third-party platforms, software, APIs, cloud infrastructure providers, AI providers, cloud services, and integrations in the delivery of its services.

**Third-Party Providers:** - Our services depend on third-party infrastructure, including cloud hosting, cloud infrastructure, AI language models, CRM platforms, payment processors, and integration services - Third-party providers operate independently and are not under TELEGENT's control - Your use of TELEGENT services may be subject to the terms and policies of applicable third-party providers

**No Liability for Third-Party Actions:** TELEGENT is not responsible for: - Outages or service interruptions caused by third-party providers - Pricing changes imposed by third-party platforms or vendors - Security incidents originating from third-party systems - Policy changes, API deprecations, or service discontinuations by third-party providers - Performance issues attributable to third-party infrastructure or software

**Mitigation:** - TELEGENT will make commercially reasonable efforts to maintain service continuity - In the event of a third-party disruption, TELEGENT will work to implement available alternatives where feasible - TELEGENT will communicate material third-party impacts to affected Clients in a timely manner

**Client Responsibility for Third-Party System Access:** - Client is responsible for providing and maintaining access to third-party systems, accounts, integrations, and data sources required for TELEGENT services - TELEGENT's reporting, analytics, recommendations, and performance insights are dependent upon the availability, accuracy, and completeness of data provided through such connected systems - Client shall ensure that all necessary API keys, credentials, permissions, and access rights are provided and maintained throughout the term of service - TELEGENT shall not be liable for degradation of service performance, incomplete reporting, or inaccurate insights resulting from Client's failure to maintain third-party system access or data quality

TELEGENT continuously develops, improves, and enhances its technology, software, integrations, automations, reporting capabilities, artificial intelligence models, dashboards, and related services.

**Right to Modify:** - Client acknowledges and agrees that TELEGENT may modify, update, upgrade, replace, enhance, add, or discontinue features, functionality, integrations, and components of the platform from time to time in its sole discretion - Such changes shall not materially reduce the core services subscribed to by Client during the active term of this Agreement - TELEGENT will make commercially reasonable efforts to provide advance notice of material changes that may affect Client's operations

**Ownership of Enhancements:** - Any enhancements, improvements, updates, new functionality, or future platform capabilities developed by TELEGENT shall remain the exclusive property of TELEGENT - New features and capabilities may be made available to Client as part of the Services or under separate service plans, pricing, or subscription tiers - Nothing in this Agreement shall be construed as granting Client any right, title, or interest in TELEGENT's future developments, enhancements, or platform improvements

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELEGENT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR LOST PROFIT DAMAGES.

This limitation applies to all claims arising from or related to services, software, automations, integrations, AI systems, communications, reporting, recommendations, or related activities provided by TELEGENT.

**Liability Cap:** - TELEGENT's total liability shall not exceed the amount paid by Client to TELEGENT during the twelve (12) months immediately preceding the event giving rise to the claim - This cap applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise - This limitation is an essential element of the basis of the bargain between the parties

**Excluded Damages:** - Damages arising from reliance on AI outputs, analytics, recommendations, or reporting - Damages arising from service interruptions, outages, or unavailability - Damages arising from unauthorized access (where Client failed to maintain account security) - Damages arising from Force Majeure events - Loss of revenue, profits, anticipated savings, business opportunities, or goodwill

**Force Majeure:** - We shall not be liable for failures due to circumstances beyond our control - This includes natural disasters, acts of war, pandemics, and government actions - Service interruptions due to Force Majeure do not constitute breach of contract - We will restore service as soon as reasonably practicable

**Essential Basis:** - These limitations are essential to the agreement between us - They reflect the allocation of risk between the parties - They enable us to provide the Platform at our current pricing

You agree to indemnify, defend, and hold harmless TELEGENT and its officers, directors, employees, and agents from any claims, damages, losses, and expenses.

**Your Indemnification Obligations:** - You must defend us against claims arising from your use of the Platform - You must indemnify us for claims where you violated these Terms - You must indemnify us for claims arising from your data or content - You must indemnify us for claims that your use infringes third-party rights

**Our Indemnification:** - We will defend you against claims that the Platform infringes third-party IP - We will indemnify you for successful claims of Platform infringement - This indemnification is subject to the same limitations as our liability cap

**Procedure:** - You must notify us promptly of any claim - You must allow us to control the defense of any claim - You must provide reasonable cooperation at our expense - You may not settle claims without our written consent

Subscription commitments vary by service tier. The following terms define the minimum commitment period, early termination, and renewal for each service level.

**Starter Services:** - Starter subscriptions are provided on a month-to-month basis - May be terminated by either party with thirty (30) days written notice - No long-term commitment required - Ideal for organizations evaluating the Platform before scaling

**Growth Services:** - Growth subscriptions require an initial six (6) month commitment - The commitment period begins on the service activation date - Includes onboarding, configuration, and optimization - Designed for organizations ready to operationalize AI automation

**Enterprise Services:** - Enterprise subscriptions require a minimum six (6) month commitment - Certain Enterprise engagements may require a twelve (12) month commitment, including: - Custom development and bespoke integrations - Multi-location deployments across three or more sites - Advanced integrations with legacy or proprietary systems - Dedicated support and strategic advisory retainer - The specific commitment term is outlined in the approved proposal or Statement of Work

**Behavioral Health, Recovery, Home Healthcare & Sober Living:** - Behavioral Health, Recovery Center, Home Healthcare, and Sober Living engagements require a twelve (12) month initial service term - The extended term reflects the complexity of implementation, admissions optimization, referral development, occupancy management, workflow automation, and performance measurement - Client acknowledges that meaningful operational improvements, referral growth, occupancy optimization, and return on investment are typically achieved over multiple business quarters and require ongoing optimization and strategic support - Upon completion of the initial twelve (12) month term, services shall automatically renew on a month-to-month basis unless otherwise specified in writing

**Early Termination:** - If Client terminates services prior to completion of the applicable minimum commitment period, TELEGENT shall be entitled to recover damages as set forth in the Early Termination section of this Agreement - Early termination does not relieve Client of obligations under the Data Processing Agreement or confidentiality provisions

**Renewal:** - Upon completion of the initial term, services automatically convert to month-to-month unless otherwise specified in writing - Month-to-month services may be terminated by either party with thirty (30) days written notice - Enterprise customers may negotiate successive term commitments at renewal - Pricing at renewal reflects the then-current rates unless a multi-year agreement is in place

For agreements with a minimum term commitment — including Growth, Enterprise, Behavioral Health, Recovery Center, Home Healthcare, and Sober Living engagements — the following early termination provisions apply.

**Damages for Early Termination:** If Client terminates services prior to the completion of the applicable minimum commitment period, TELEGENT shall be entitled to recover damages associated with the early termination.

The Agreement shall specify one of the following remedies, as outlined in the applicable proposal or order form:

**Option A — Full Recovery:** Payment of all remaining monthly fees due through the end of the commitment term, calculated at the contracted monthly rate.

**Option B — Reduced Recovery:** Payment of fifty percent (50%) of the remaining contract value through the end of the commitment term, calculated at the contracted monthly rate.

**Non-Refundable Fees:** - All implementation fees remain non-refundable once work has commenced - All data integration fees remain non-refundable once work has commenced - All migration fees remain non-refundable once work has commenced - All custom development fees remain non-refundable once work has commenced - All professional services fees remain non-refundable once work has commenced

**No Refunds:** - No refunds or credits are issued for prepaid amounts in the event of early termination - Any discounts, promotions, or concessions applied during the term are void upon early termination and the full undiscounted rate may be applied to the damages calculation

**Legal Review:** This section should be reviewed by legal counsel for compliance with applicable state law. The enforceability of early termination provisions varies by jurisdiction, and TELEGENT reserves the right to modify this section to comply with applicable law.

Growth, Enterprise, Behavioral Health, Recovery Center, Home Healthcare, and Sober Living engagements require a one-time Implementation & Data Integration Fee as outlined in the approved proposal.

**Fee Covers:** - Discovery and planning - Data migration - CRM configuration - Workflow development - AI configuration - Integrations - Testing - Training - Deployment

**Payment Terms:** - Implementation & Data Integration Fees are outlined in the approved proposal, order form, or statement of work - Fees are due prior to project commencement - Implementation & Data Integration Fees are non-refundable once work has commenced

**Scope Variations:** - Projects requiring complex data migrations, multiple locations, custom integrations, admissions workflows, occupancy management, referral tracking, or advanced reporting may require additional implementation services - Any additional services outside the original scope will be outlined in a revised proposal or change order - No work on additional fee-bearing items begins without Client's written approval

All fees, charges, implementation costs, monthly service fees, usage fees, professional services fees, and transition fees shall be outlined in the applicable proposal, order form, statement of work, quote, or invoice.

**Fee Structure:** - Client agrees to pay all fees outlined in the approved proposal or order form - Pricing may vary based on project scope, integrations, locations, workflow complexity, data migration requirements, and support requirements - Additional services outside the original scope may be billed separately - All fees are exclusive of applicable taxes, which shall be Client's responsibility unless a valid tax exemption certificate is provided

**Payment Schedule:** - Implementation & Data Integration Fees are due prior to project commencement - Monthly services are billed in advance - Usage-based services may incur additional charges as outlined in the applicable agreement - Late payments may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower

**Pricing Updates:** - TELEGENT reserves the right to update pricing for future service periods with appropriate notice - Price adjustments apply to renewal terms and month-to-month continuations - Fixed-term agreements in effect are not subject to mid-term price adjustments - Clients will receive at least thirty (30) days written notice prior to any price change taking effect

All invoices are due according to the payment terms outlined in the applicable proposal, order form, statement of work, quote, or invoice.

**Non-Payment Remedies:** If payment is not received by the due date, TELEGENT may, at its sole discretion, take any or all of the following actions: - Suspend services - Disable automations - Suspend platform access - Pause workflow execution - Suspend AI agents - Delay support requests - Delay implementation work - Withhold deliverables

**Notice and Cure Period:** - TELEGENT will provide Client with written notice of payment default prior to suspension - Client shall have a cure period of five (5) business days from receipt of notice to remit payment - If payment is not received within the cure period, suspension may proceed without further notice

**Late Payment Fee:** - Late payments shall accrue a late payment fee at the rate of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower - Late payment fees are calculated from the original due date and continue until the balance is paid in full

**Collection Costs:** - Client is responsible for all reasonable costs incurred by TELEGENT in collecting unpaid balances, where permitted by law - Such costs include collection costs, attorneys' fees, court costs, arbitration fees, and related expenses

**Ongoing Obligations:** - Suspension of services due to non-payment shall not relieve Client of its payment obligations under this Agreement - All fees accrued through the date of suspension remain due and payable - Client remains responsible for any applicable minimum commitment obligations regardless of service suspension

Upon termination of your subscription or agreement with TELEGENT, the following terms govern data ownership, data export, and transition assistance.

**Data Ownership:** - You retain full ownership of all customer-generated business data - This includes customer records, contacts, communications history, and related business information - You may request a data export at any time during your subscription - Data ownership rights survive termination of these Terms

**Standard Data Export:** Upon termination, TELEGENT will provide a standard data export within 30 calendar days of your written request. The standard export includes: - Customer and contact records associated with your account - Communications history (call logs, SMS transcripts, email records) - Lead and appointment data generated through the Platform - Analytics and reporting data attributed to your organization - Workflow configuration settings and routing rules

**Transition Services (Available Upon Request):** Additional transition services are available upon request and may be subject to a separate professional services fee: - Migration assistance to alternative platforms or internal systems - Workflow documentation and knowledge transfer sessions - System transfer support and data mapping - Phone number porting assistance (subject to carrier availability and regulations) - Third-party platform coordination and integration handoff - Extended data retention beyond the standard 30-day post-termination window - Custom data export formats and schema documentation

**Proprietary IP Exclusion:** The following TELEGENT intellectual property is NOT included in any data export or transition service: - Proprietary AI workflows, automation frameworks, and orchestration logic - Prompt engineering configurations and AI model training data - Custom methodologies, scoring frameworks, and assessment algorithms - Platform templates, component libraries, and UI/UX patterns - Integration architecture, API designs, and connector implementations - Any software, code, or documentation that constitutes the Platform itself

**Transition Timeline:** - Standard data export: Within 30 calendar days of written request - Transition services: Timeline defined in the applicable Statement of Work - Data retention post-termination: 30 days unless otherwise agreed in writing - Number porting: Subject to carrier processing times (typically 7–14 business days)

**Fees:** - Standard data export: Included at no additional cost upon termination - Transition services: Priced per engagement; a separate SOW or service order is required - Professional services rates are available upon request - Any outstanding subscription fees must be current before transition services commence

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States.

**Jurisdiction:** - Any disputes shall be resolved in the state or federal courts in San Francisco, California - You consent to the personal jurisdiction of these courts - We waive any objections to venue in these courts

**Arbitration:** - For individual users, disputes may be resolved through binding arbitration - Arbitration shall be conducted by the American Arbitration Association - The arbitration shall be conducted in San Francisco, California - The arbitrator's decision shall be final and binding

**Class Action Waiver:** - You agree to resolve disputes on an individual basis - You waive any right to participate in class actions - You waive any right to participate in representative proceedings - This waiver is essential to our agreement

** Injunctive Relief:** - We may seek injunctive relief in any court of competent jurisdiction - This provision survives termination of these Terms

If you have questions about these Terms of Service, please contact us:

**Legal Inquiries:** - Email: legal@telegentai.com - Response time: Within 48 hours

**Contract Administration:** - For enterprise contract questions - Contact your account manager for dedicated support

**Corporate Headquarters:** - TELEGENT Inc. - San Francisco, CA - United States

**Enterprise Support:** - Portal: portal.telegentai.com - Available 24/7 for enterprise customers

**Notice Requirements:** - Notices under these Terms must be in writing - Electronic mail constitutes written notice - Notices are effective upon receipt - You are responsible for maintaining current contact information

Both parties agree to protect all confidential information exchanged during the engagement and for a period of three (3) years following termination of the Agreement.

**Client Confidential Information includes:** - Customer data - Lead information - Admissions information - Occupancy information - Business records - Financial information - Referral information - Business processes - Proprietary methodologies and trade secrets disclosed by Client

**TELEGENT Confidential Information includes:** - AI prompts - Prompt libraries - Workflows - Automation frameworks - Methodologies - Playbooks - Dashboards - Assessments - Integration architectures - Trade secrets - Proprietary business processes

**Confidentiality Obligations:** - Each party shall use reasonable care to protect the other's Confidential Information - Confidential Information shall not be disclosed to third parties without prior written consent - Access to Confidential Information shall be limited to personnel with a legitimate need to know - Each party may disclose Confidential Information to its legal and financial advisors under obligations of confidentiality - Confidential Information excludes information that is or becomes publicly available through no fault of the receiving party

**Return or Destruction:** - Upon termination, each party shall return or destroy all Confidential Information of the other party - Each party may retain copies of Confidential Information as required by law or regulation - Retention obligations survive termination of the Agreement

**Remedies:** - Unauthorized disclosure of Confidential Information may cause irreparable harm - The disclosing party may seek injunctive relief in addition to any other available remedies - This section survives termination of the Agreement

This section establishes the framework for dispute resolution. The following terms shall be reviewed and specified by legal counsel prior to execution.

**Governing Law:** - [To be specified by legal counsel: governing state law] - These Terms shall be governed by and construed in accordance with the laws of the specified jurisdiction - The United Nations Convention on Contracts for the International Sale of Goods does not apply

**Venue:** - [To be specified by legal counsel: venue for proceedings] - The parties agree to the exclusive jurisdiction of the state and federal courts located within the specified venue - Each party consents to the personal jurisdiction of these courts - Each party waives any objections to venue in these courts

**Arbitration:** - [To be specified by legal counsel: arbitration requirements] - Disputes shall first be submitted to binding arbitration before either party initiates litigation - Arbitration shall be conducted in accordance with the rules of the [Arbitration Provider to be specified by legal counsel] - The arbitration shall be conducted in [Location to be specified by legal counsel] - The arbitrator's decision shall be final and binding on both parties - Each party shall bear its own costs and fees, unless the arbitrator determines otherwise

**Mediation:** - [To be specified by legal counsel: mediation requirements] - The parties may agree to submit disputes to non-binding mediation prior to arbitration - Mediation shall be conducted in accordance with the rules of the [Mediation Provider to be specified by legal counsel] - Mediation shall take place in [Location to be specified by legal counsel] - Participation in mediation does not waive either party's right to arbitration

**Jurisdiction:** - [To be specified by legal counsel: jurisdiction specifications] - The parties agree to the personal jurisdiction of the courts located within the specified jurisdiction - Each party waives any objection based on improper venue or forum non conveniens

**Injunctive Relief Exception:** - Either party may seek injunctive or other equitable relief in any court of competent jurisdiction - Injunctive relief may be sought to prevent actual or threatened infringement of intellectual property rights - Injunctive relief may be sought to prevent unauthorized disclosure of Confidential Information - Seeking injunctive relief does not waive the right to arbitration for other claims

**Class Action Waiver:** - All disputes shall be resolved on an individual basis - Each party waives any right to participate in a class action, collective action, or representative proceeding - This waiver is essential to the agreement between the parties

TELEGENT utilizes artificial intelligence, automation systems, machine learning technologies, and third-party AI providers in the delivery of its platform and services (collectively, "AI Systems").

**Nature of AI-Generated Outputs:** - AI-generated outputs may contain inaccuracies, errors, or incomplete information - AI-generated responses should be independently reviewed and verified when material business decisions are involved - AI Systems are decision-support tools designed to assist, not replace, human judgment - Client acknowledges that AI Systems operate probabilistically and may produce different outputs for similar inputs

**No Professional Advice:** - AI-generated information, recommendations, and outputs do not constitute legal advice - AI-generated information, recommendations, and outputs do not constitute financial advice - AI-generated information, recommendations, and outputs do not constitute medical advice - AI-generated information, recommendations, and outputs do not constitute compliance advice - AI-generated information, recommendations, and outputs do not constitute professional advice of any kind - Client should consult qualified professionals for matters requiring professional judgment

**Client Responsibilities:** - Client remains responsible for reviewing all AI-generated information before relying upon it - Client remains responsible for approving all business decisions made using AI-generated information - Client acknowledges that human oversight of AI Systems is essential to their proper use - Client shall not use AI-generated outputs as the sole basis for decisions with legal, financial, or clinical consequences

**Third-Party AI Providers:** - TELEGENT may utilize third-party AI providers and language models in the delivery of its services - Third-party AI providers are subject to their own terms of service and privacy policies - TELEGENT does not guarantee the accuracy, completeness, or reliability of third-party AI outputs - TELEGENT shall not be liable for errors, omissions, or inaccuracies originating from third-party AI providers

**Limitations of AI Technology:** - AI Systems may exhibit biases present in training data - AI Systems may not understand context, nuance, or domain-specific requirements - AI Systems require ongoing monitoring, testing, and refinement - Client acknowledges these limitations and accepts them as inherent to the use of AI technology

**Survival:** - This AI Disclosure section shall survive termination of the Agreement - The limitations, disclaimers, and Client responsibilities set forth in this section shall continue to apply after termination