Last updated:  February 28th, 2025

IMPORTANT NOTICE: THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS, AND LIMITATIONS PLEASE READ IT CAREFULLY. 

BY SIGNING THE STATEMENT OF WORK (“SOW”), YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU FULLY AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (“TERMS”). IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU FURTHER REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. 

YOU MAY NOT ORDER OR USE SERVICES PROVIDED THROUGH THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) IF YOU ARE NOT AT LEAST 18 YEARS OF AGE OR OF LEGAL AGE TO FORM A BINDING CONTRACT IN YOUR JURISDICTION, OR (C) IF YOU ARE OTHERWISE PROHIBITED BY APPLICABLE LAW. 

THESE TERMS AND CONDITIONS (“TERMS”) GOVERN THE PURCHASE AND SALE OF SERVICES THROUGH CALLPURITY.COM (THE “SITE”). THESE TERMS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN CALLPURITY LLC (“CALLPURITY”), LOCATED AT 109 EAST 17TH STREET, SUITE 480, CHEYENNE, WY 82001, AND THE CORPORATION, LIMITED LIABILITY COMPANY, OR OTHER ENTITY LISTED IN THE APPLICABLE STATEMENT OF WORK (“CLIENT”). EACH CLIENT AND CALLPURITY MAY BE REFERRED TO INDIVIDUALLY AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES.” 

CALLPURITY RESERVES THE RIGHT TO UPDATE THESE TERMS AT ITS SOLE DISCRETION WITHOUT PRIOR NOTICE. ANY SUCH CHANGES WILL BE EFFECTIVE AS OF THE “LAST UPDATED DATE” INDICATED ON THE SITE. IT IS THE CLIENT’S RESPONSIBILITY TO REVIEW THESE TERMS PERIODICALLY. CONTINUED USE OF THE SITE OR SERVICES FOLLOWING ANY UPDATES TO THE TERMS CONSTITUTES ACCEPTANCE OF THE UPDATED TERMS. THESE TERMS ARE AN INTEGRAL PART OF, AND SUPPLEMENT, THE GENERAL WEBSITE TERMS OF USE APPLICABLE TO ALL INTERACTIONS WITH THE SITE. 

1. ORDER ACCEPTANCE; ENTIRE AGREEMENT 

By signing the SOW, Client acknowledges and accepts Callpurity’s offer to provide services as outlined therein and agrees to be bound by these Terms. Provision of services is contingent upon Client’s acceptance by applicable U.S. cellular service providers. If such acceptance is not granted, Callpurity is under no obligation to provide services. Furthermore, Callpurity reserves the right, at its sole discretion, to refuse to provide services, even after a SOW has been issued. 

These Terms, together with the SOW, constitute the entire Agreement between the Parties (“Agreement”), superseding all prior understanding, agreements, negotiations, communications, and any other representations, whether written or oral. In the event of a conflict between these Terms and the SOW, these Terms shall govern. 

2. SERVICES 

Scope of Services Callpurity agrees to provide the services as specified in the SOW (“Services”) in accordance with these Terms. 

Personnel Callpurity may designate employees, contractors, or other representatives to perform the Services, including but not limited to: 1. A primary contact who shall act as Callpurity’s authorized representative (the “Callpurity 

Contract Manager”); and 2. Other personnel or contractors deemed necessary to fulfill the obligations under this 

Agreement (collectively “Provider Representatives”). 

Callpurity shall provide reasonable notice of changes to the Provider Representatives, except in cases of resignation, termination, or unforeseen circumstances. 

Client Cooperation with Callpurity Client agrees to: 1. Designate a primary contact (the “Client Contract Manager”) to liaise with Callpurity on all 

matters related to the Services; 2. Provide timely responses to Callpurity’s requests for instructions, information, or approvals 

necessary for Callpurity to perform its Services; 3. Grant Callpurity reasonable access to Client’s premises, personnel, and equipment necessary 

for the performance of Services as needed; and 4. Ensure that all required licenses, permissions, and consents are obtained in a timely manner to 

avoid delays. 5. Callpurity is entitled to rely on the accuracy and completeness of all information and data provided by Client and shall have no obligation to independently verify such information. 

All services provided under this Agreement, including any deliverables or results thereof, are intended solely for the use and benefit of the Client. This Agreement expressly disclaims the creation of any rights, obligations, or reliance by third parties, and no third party shall be entitled to rely on the services or deliverables for any purpose. This clause is intended to comply with applicable state and federal law and shall be interpreted accordingly. 

3. FEES AND PAYMENT 

Service Fees: In consideration of the Services provided by Callpurity and the rights granted under this Agreement, Client shall pay the fees set forth in the applicable SOW. Payment of fees and reimbursement of expenses under this Section shall constitute payment in full for Callpurity’s performance of Services. Payment is due within fifteen (15) days of Client’s receipt of an invoice from Callpurity unless otherwise specified in the SOW. 

Expense Reimbursement: Client shall reimburse Callpurity for all reasonable expenses incurred in connection with performing the Services, as specified in the SOW, within five (5) days of receiving an invoice. 

All payments must be made in U.S. dollars. 

Taxes: Client is responsible for all applicable sales, use, excise, and similar taxes, duties, or charges imposed by governmental authorities on payments due under this Agreement, except taxes based on Callpurity’s income or property. To the extent Callpurity is required to pay any such taxes on behalf of Client, Client agrees to reimburse Callpurity promptly. 

Late Payments: Payments not successfully disputed and received within the agreed timeframe will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated daily and compounded monthly. Client shall reimburse Callpurity for all costs incurred in the collection of past due payments, including reasonable attorney’s fees. Callpurity reserves the right to suspend Services if Client fails to pay undisputed amounts by more than three (3) days following written notice to Client. 

4. REPRESENTATIONS AND WARRANTIES 

Mutual Representations: Each Party represents and warrants that: 1. It has full legal authority to enter into and perform its obligations under this Agreement. 2. It has not entered into any agreements conflicting with this Agreement. 

Callpurity Warranties and Representations: Callpurity represents and warrants that: 1. Services will be performed in accordance with this Agreement in a professional and workmanlike manner consistent with generally accepted industry standards for similar services. 2. Personnel assigned to perform the Services possess the necessary skills, experience, and 

qualifications to fulfill its obligations. 

Warranty Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, CALLPURITY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CLIENT MAY NOT RELY ON ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CALLPURITY OR ITS REPRESENTATIVES TO CREATE A WARRANTY NOT EXPRESSLY STATED HEREIN. 

5. INDEMNIFICATION, HOLD HARMLESS, and LIMITATION OF LIABILITY 

Client’s Compliance with Laws Client represents, warrants, and acknowledges that it is solely responsible for ensuring that its use of Callpurity’s services, including but not limited to calls, texts, faxes, emails, and any other communications, is fully compliant with all applicable laws, regulations, and industry standards, including but not limited to: 

• The Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227 
• The Pallone-Thune TRACED Act, 47 U.S.C. § 227(b)(4)(B) (authorizing penalties of up to $10,000 per intentional TCPA violation) 
• The Federal Communications Commission (FCC) regulations 
• The Federal Trade Commission (FTC) regulations 
• The CAN-SPAM Act, 15 U.S.C. § 7701 et seq. 
• The Do-Not-Call (DNC) Registry rules 
• State-level telemarketing and data privacy laws 
• Any other applicable federal, state, or local law, regulation, or industry standard governing telecommunications, marketing, and consumer communications 

Callpurity does not provide legal advice or compliance oversight, and the Client assumes full responsibility for ensuring all required prior express written consent and compliance measures are met before initiating any communication using Callpurity’s services. 

Full Indemnification & Defense Obligation Client agrees to indemnify, defend, and hold harmless Callpurity, its members, owners, directors, officers, partners, affiliates, employees, agents, representatives, service providers, 

consultants, advisors, and the like (collectively, the “Indemnified Parties”) from and against any and all claims, lawsuits, liabilities, damages, fines, penalties, costs, judgments, expenses, and losses (including but not limited to attorneys’ fees and court costs) arising out of, relating to, or resulting from: intentional, reckless, or negligent violations of the TCPA or any other law, including each individual unlawful call, text, fax transmission, and the like; and regulatory fines and penalties, including but not limited to: statutory damages of $500 to $1,500 per violating call, and enhanced penalties of up to $10,000 per call for intentional violations under the TRACED Act. Intentional violations under the TRACED Act include but are not limited to: any failure to obtain, maintain, or document prior express written consent as required by law; fraud, misrepresentation, deceptive advertising, wiretapping, privacy violations, harassment, or data security breaches arising from the Client’s use of Callpurity’s services; any government, regulatory, or law enforcement investigation, subpoena, or enforcement action resulting from the Client’s actions; claims brought by third parties, including recipients, customers, business partners, contractors, or government agencies affected by the Client’s actions; any breach of contract, negligence, willful misconduct, or violation of third-party rights by the Client; use of Callpurity’s services in a manner that violates Callpurity’s Terms of Use, Acceptable Use Policy, or any agreement between the Parties. 

The Client assumes full financial responsibility for all legal fees, settlements, damages, and penalties incurred by Callpurity as a result of the Client’s actions. The Client may not settle any claim without Callpurity’s prior written consent. 

Duty to Defend If Callpurity is sued, fined, investigated, or subject to any claim due to the Client’s actions, the Client must assume full responsibility for defending Callpurity at its sole expense. Callpurity reserves the right to participate in the defense with its own counsel, at the Client’s cost. 

Limitation of Liability Exclusion of Damages: To the fullest extent permitted by law, CALLPURITY, ITS MEMBERS, OWNERS, DIRECTORS, OFFICERS, PARTNERS, AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, CONSULTANTS, ADVISORS, SERVICE PROVIDERS, AND THE LIKE (COLLECTIVELY THE “CALLPURITY PARTIES”) SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF: PROFITS, GOODWILL, USE, DATA, REPUTATIONAL DAMAGE, REVENUE, OR DIMINUATION IN VALUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATED TO THE CLIENT’S USE OF CALLPURITY’S SERVICE. This limitation applies regardless of whether damages arise from breach of this Agreement, breach of other contract, 

tort (including negligence), strict liability, or any other legal theory, whether such damages were foreseeable, and regardless of whether Callpurity was advised of the possibility of such damages. 

Callpurity is not responsible for: the accuracy, legality, or validity of any messages, calls, or communications sent through its platform; any claims or liabilities related to third-party service providers used by the Client; system failures, delays, outages, service disruptions, or unintended errors. 

The Client expressly waives any claims against Callpurity arising from regulatory enforcement, third-party claims, or other legal actions related to the Client’s conduct. 

Notwithstanding the foregoing, and to the extent that Callpurity may be found liable for its own actions outside the parameters described herein, Callpurity’s total liability arising out of or related to this Agreement—whether in contract, tort (including negligence), or otherwise— shall not exceed the total amount of fees paid or payable by the Client to Callpurity during the one (1) month period immediately preceding the event giving rise to the claim. 

Acknowledgment of Legal Risk & Waiver of Claims The Client acknowledges that violations of the TCPA and other laws carry severe penalties, including: Statutory damages of $500 per violating call (47 U.S.C. § 227(b)(3)); Enhanced penalties of $1,500 per call for willful violations; Fines up to $10,000 per intentional violation under the TRACED Act; Potential class action lawsuits with settlements reaching millions of dollars; Regulatory enforcement by the FCC, FTC, state attorneys general, and private litigants 

The Client assumes full responsibility for all compliance obligations and waives any and all claims against Callpurity for losses, fines, damages, or legal liability arising from the Client’s actions. 

6. CONFIDENTIAL INFORMATION 

Definition and Obligations: Confidential Information includes any non-public, proprietary, or sensitive information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with this Agreement. During the Term of this Agreement, Callpurity, the Disclosing Party”, may share proprietary, non-public information (“Confidential Information”) of the Disclosing Party, with Client, the “Receiving Party”. 

Confidential Information excludes information that: 1. Becomes publicly available other than through the Receiving Party’s breach. 2. Is lawfully obtained from a third party not bound by confidentiality obligations. 

3. Was already in the Receiving Party’s possession before disclosure by the Disclosing Party. 4. Is independently developed by the Receiving Party without the use of the Confidential 

Information. 

The Receiving Party agrees to: 1. Protect the Confidential Information with at least the same degree of care it uses to protect its own proprietary information, but not less than a commercially reasonable standard; 2. Use the Confidential Information for the purpose of fulfilling its obligations under this 

Agreement; and 3. Limit disclosure of the Confidential Information to its employees, agents, contractors, affiliates, or advisors (“Receiving Party’s Group”) who have a legitimate need to know and are bound by confidentiality obligations. 

7. INTELLECTUAL PROPERTY 

Ownership of Intellectual Property Rights: Callpurity retains all rights, title, and interest in and to all intellectual property, including, but not limited to, copyrights, patents, trademarks, trade secrets, trade dress, and other proprietary rights, as well as derivative works, related to all materials, documents, and work products delivered under this Agreement (collectively, the “Deliverables”). Nothing in this Agreement shall be construed to transfer or assign any ownership rights in such intellectual property to the Client. 

License Grant to Client: Callpurity hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Deliverables solely for Client’s internal business purposes, as reasonably necessary to benefit from the Services provided under this Agreement. Client shall not modify, reverse engineer, decompile, or create derivative works of the Deliverables except as expressly permitted by applicable law or with Callpurity’s prior written consent 

8. AGREEMENT TERM AND TERMINATION 

Term and Renewal: 1. This Agreement shall commence upon the execution by Client of the initial SOW 

(“Effective Date”) and remains in effect for one (1) year (“Initial Term”). 2. The Agreement shall automatically renew for successive one-year terms (“Renewal Terms”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. 

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party: 

1. Materially breaches any provision of this Agreement and fails to cure such breach within 

thirty (30) days of receiving written notice; or 2. Becomes insolvent or subject to bankruptcy or insolvency proceedings. 3. Makes a general assignment for the benefit of creditors or has a receiver appointed over its 

assets. 

Termination at Callpurity’s Discretion: Callpurity may terminate this Agreement at any time with written notice to Client. 

Survival: Sections 3, 4, 5, 6, 7, 8, and 9, along with any other provisions that, by their nature, should survive termination or expiration of this Agreement, shall remain in effect. With respect to trade secrets, obligations under Section 6 will survive until the information ceases to qualify as a trade secret under applicable law. 

9. GOVERNING LAW AND DISPUTE RESOLUTION 

Choice of Law This Agreement, including all exhibits and related documents, and all matters arising out of or related to this Agreement, whether based in contract, tort, statute, or otherwise, shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, (including its statutes of limitations and § 685.101, Fla. Stat.), without giving effect to its conflict of law principles. 

Choice of Forum Arbitration and Governing Law Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, termination, or validity, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator in Miami-Dade County, Florida, and the proceedings shall be governed by the laws of the State of Florida, without regard to its conflict of law principles. 

The Parties agree that arbitration is the exclusive forum for resolving disputes under this Agreement and waive their right to bring any claims in court, including the right to a jury trial. The arbitrator’s decision shall be final and binding, and judgment upon the award rendered may be entered in any court of competent jurisdiction. 

Notwithstanding the foregoing, either Party may seek injunctive relief or equitable remedies in a court of competent jurisdiction in the State of Florida to prevent immediate and irreparable harm, pending the resolution of arbitration. 

Waiver of Jury Trial TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION, DISPUTE, OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. 

10. MISCELLANEOUS 

Relationship of the Parties The relationship by and between the Parties is that of independent contractors. Callpurity retains full discretion and control over the methods and manner of providing the Services under this Agreement, with the Client’s interest limited to the results achieved. Nothing in this Agreement shall be construed to create an agency, partnership, joint venture, employment, or fiduciary relationship between the Parties. Neither Party shall have the authority to bind or obligate the other in any manner whatsoever. 

Notices. All notices, requests, consents, claims, demands, waivers, and other communications (each, a “Notice”) hereunder this Agreement shall be in writing and delivered to the addresses specified in the SOW or as otherwise designated by the receiving Party in writing. Unless otherwise agreed herein, all Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), email, or certified or registered mail (in each case, return receipt requested, postage prepaid). All Notices shall be deemed to have been delivered: 

• Upon personal delivery; 
• One (1) week after the date deposited in a receptacle maintained by the United States Postal Service for such purpose, postage prepaid, by certified mail, return receipt requested; 
• Upon receipt, after properly sent by a nationally recognized mail courier (such as Federal Express); or 
• On the date of successful transmission if sent by facsimile or email. 

Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be severed, and the remainder of the Agreement shall remain in full force and effect. However, if any fundamental term or provision of this Agreement (including Sections 3, 4, and 5) is invalid, illegal, or unenforceable, the remainder of this Agreement may be rendered unenforceable. Upon such determination, the Parties agree to negotiate in good faith to amend this Agreement to reflect their original intent as closely as possible and to consummate the transactions contemplated by this Agreement to the greatest extent possible. 

Amendments. No amendment to, modification of, rescission, termination, or discharge of, this Agreement or the Statement of Work shall be effective unless it is in writing and signed by both Parties. If a Statement of Work is amended, the Effective Date and Agreement Term shall remain the date the first Statement of Work was signed by the Parties. 

Waiver. No waiver of any of any provision of this Agreement shall be valid unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, failure to exercise or delay in exercising any right, remedy, power, or privilege arising under this Agreement shall not operate or be construed as a waiver thereof. Furthermore, no single or partial exercise of any right, remedy, power, or privilege shall preclude the exercise of any other or further right, remedy, power, or privilege under this Agreement. 

Assignment and Successors. Client shall not assign, delegate, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Callpurity. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Client of any of its obligations under this Agreement. Callpurity may assign its rights or delegate its obligations to an affiliate or successor without Client consent. 

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. 

No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, whether express or implied, confers upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 

Counterparts. The Statement of Work may be executed in counterparts, each of which is deemed an original, but all of which together shall constitute one and the same Agreement. Statements of Work signed and delivered electronically by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal force as delivery of an original signed copy. 

Force Majeure. Callpurity shall not be liable or responsible for any delays or failures in fulfilling or performing any Term of this Agreement due to acts beyond the Party’s reasonable control, including but not limited to: 

• Acts of God; 
• Flood, fire, earthquake, epidemics, pandemics, or explosions; 
• War, invasion, hostilities, terrorist threats, or civil unrest; 
• Government orders, laws, or actions; 
• Embargoes, blockades, or national or regional emergencies; 
• Strikes, labor stoppages, or inadequate transportation services; and 
• Telecommunication breakdowns or other similar events. 

Callpurity shall provide notice within thirty (30) days of the Force Majeure Event and resume performance as soon as practicable. If the delay exceeds sixty (60) days, the non-effected party may terminate this Agreement upon thirty (30) days’ written notice. 

BY EXECUTING THE STATEMENT OF WORK, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS.