ACE Messaging Services Terms

ACE may provide any of the following, as agreed with Client:

• Contact data cleaning: removing duplicates and invalid phone numbers and emails, standardizing fields, scrubbing against the National Do Not Call Registry, Client's do-not-contact list, reassigned-number data where available and known litigator lists, and flagging each contact by consent status and source.

• Campaign design: writing and designing emails, text messages and voicemail scripts.

• Campaign operation, opt-out handling and reporting, performed in Client's own accounts.

• Setup and configuration, in Client's own accounts, of sending numbers, text messaging (10DLC) registration under Client's business name, and voicemail callback routing.

ACE sends messages only to contacts, on channels, and with content that Client has approved in writing. Before each campaign, Client must provide ACE a written approval (signed, or by email from an authorized Client representative) stating:

• the campaign name and planned send dates;

• the channels to be used;

• the contacts approved for each channel;

• the source of the contacts;

• the exact consent wording contacts agreed to, for any text, voicemail, prerecorded or AI-voice messages;

• the final message copy and scripts; and

• the callback number and who answers it.

Each new campaign, list upload or message change requires a new approval. ACE will return the cleaned list to Client for approval before any send.

3.1 All messaging, telephone and carrier accounts used for Client's campaigns, including texting, voicemail, calling and email platforms, phone numbers, and 10DLC brand and campaign registrations, are owned by and registered to Client in Client's legal business name.

3.2 Client is the sender of record for every message sent from Client's accounts. Client is responsible for all account fees, usage charges, carrier fees, account standing, and compliance with each platform's and carrier's terms.

3.3 Client authorizes ACE to access and operate Client's accounts solely to perform the services Client approves under Section 2. ACE acts at Client's direction and does not send any message from Client's accounts without Client's written approval.

3.4 Client may revoke ACE's access at any time. ACE will not use Client's accounts, numbers or registrations for any other client or purpose.

3.5 ACE may audit Client's consent records at any time and may suspend sends until satisfactory records are provided.

4.1 Before any text message, ringless voicemail, or prerecorded or AI-voice message, Client must provide, for each contact, a record showing the consent wording the contact agreed to (naming Client or clearly covering Client and the channel used), and the date, time, source and, where available, IP address of the opt-in.

4.2 By approving a campaign, Client confirms that:

(a) every contact approved for texts, voicemail, or prerecorded or AI-voice messages gave prior express written consent to receive those messages from Client and has not opted out;

(b) every contact was obtained lawfully, and none is known to be a minor;

(c) Client approved the final content of every message; and

(d) every message is accurate, not misleading, and complies with all laws that apply to Client's industry and offers.

4.3 Purchased, rented or appended lists, and intent or website visitor-identification data, are not consent. Contacts without a consent record will not receive texts, voicemail, or prerecorded or AI-voice messages. ACE may email them, with a working unsubscribe link, inviting them to opt in. Only contacts who opt in move to those channels.

4.4 ACE may hold or refuse any send, contact or message it reasonably believes would violate law, carrier rules or platform terms.

Clients in regulated industries, including securities and investments, lending, insurance, real estate, healthcare and legal services, are solely responsible for their messages' compliance with industry rules and should have messages reviewed by their own counsel. ACE is a marketing vendor only. ACE does not provide legal, investment or tax advice, does not offer or sell securities or verify investor status, and its fees are never based on money invested, loans made or transactions closed by recipients.

6.1 Every text includes opt-out instructions (such as "Reply STOP to opt out"). Every voicemail or prerecorded message identifies Client at the start and gives a callback number with an automated opt-out option. Every email includes a working unsubscribe link and Client's physical address.

6.2 An opt-out on any channel stops all automated messages for that Client. ACE honors opt-outs within 10 business days, and sooner where possible. Client must forward any opt-out it receives to ACE within 2 business days.

6.3 ACE keeps a do-not-contact list for each Client and applies it before every send.

Texts and voicemail are sent only between 9 a.m. and 8 p.m. in the recipient's local time (or a narrower window where state law requires) and only to approved contacts. ACE follows carrier, platform and 10DLC rules, the Telephone Consumer Protection Act, the Telemarketing Sales Rule, CAN-SPAM and applicable state laws.

ACE keeps send logs, approvals and opt-out records for at least 5 years. Client keeps its consent records for at least 5 years and provides them to ACE within 5 business days on request.

Client's contact lists remain Client's property. ACE uses them only to provide the services, keeps them secure, and does not sell or share them except with service providers needed to deliver messages. Creative produced by ACE remains ACE's property until paid in full.

Fees are as agreed with Client in writing. Work and sends begin after payment clears. Platform, carrier and registration fees are billed to Client's own accounts. Card payments to ACE carry a 3.5% processing fee. Monthly services may be cancelled by either party with 30 days' written notice.

11.1 Client will defend and hold ACE harmless from claims, fines and costs arising from consent records Client provided, messages Client approved, Client's accounts, or Client's products, services or offers. Client will reimburse ACE's reasonable defense costs as they are incurred, without waiting for a final judgment.

11.2 ACE will defend and hold Client harmless from claims arising from ACE sending to contacts or content Client did not approve, or failing to process an opt-out ACE received.

11.3 Except for these indemnities, neither party is liable for indirect or lost-profit damages, and each party's total liability is limited to the fees paid to ACE in the 12 months before the claim.

11.4 ACE does not guarantee delivery, responses or results.

These Terms are governed by Texas law, with venue in Collin County, Texas. ACE may update these Terms by posting a new version; changes apply to campaigns approved after the update date. Sections 3.5, 4.2, 8, 9 and 11 survive the end of any engagement.