Master Customer Agreement - Boostly

Boostly, Inc.

Master Customer Agreement
Last amended on 12/12/2025

THESE STANDARD TERMS AND CONDITIONS (THESE “STANDARD TERMS”) ARE BETWEEN BOOSTLY, INC. (“BOOSTLY”) AND THE ENTITY IDENTIFIED AS “CUSTOMER” IN THE ENROLLMENT FORM REFERENCING THESE STANDARD TERMS (THE “ENROLLMENT FORM”). THESE STANDARD TERMS, THE ENROLLMENT FORM, AND ANY OTHER TERMS INCORPORATED BY REFERENCE INTO THESE STANDARD TERMS OR THE ENROLLMENT FORM (COLLECTIVELY, THE “AGREEMENT”) APPLY TO THE PROVISION OF ACCESS TO AND USE OF THE SERVICE (AS DEFINED BELOW) AND RELATED SERVICES. BOOSTLY AND CUSTOMER ARE EACH A “PARTY” AND, COLLECTIVELY, THE “PARTIES.” CAPITALIZED TERMS USED BUT NOT DEFINED IN THESE STANDARD TERMS WILL HAVE THE MEANINGS SET FORTH IN THE ENROLLMENT FORM. ACCEPTANCE OF THESE STANDARD TERMS IS A CONDITION TO ACCESSING AND USING THE SERVICE.

1. Overview. Subject to the terms and conditions of the Agreement, Boostly will make available to Customer Boostly’s marketing solution, currently available at https://www.boostly.com (the “Service”).

2. Service
2.1. Ordering Process. Subscriptions to the Service are purchased as set forth in the Enrollment Form. Each Enrollment Form may include terms in addition to those set forth in these Standard Terms.

2.2. Access Grant. During the Term, subject to Customer’s compliance with the terms of the Agreement, Customer may access and use the Service only in accordance with the Documentation, the Agreement, and any terms set forth in the Enrollment Form.

2.3. Users. Customer will not make available the Service to any person or entity other than employees or contractors that Customer allows to use the Service on Customer’s behalf (“Users”), using the mechanisms designated by Boostly (“Log-in Credentials”), to contact and receive messages from Customer’s customers (“End Users”). Each User must keep its Log-in Credentials confidential and not share them with anyone else. Any act or omission of a User that, if undertaken by Customer, would be a breach of this Agreement shall be deemed a breach of this Agreement by Customer. Customer will promptly notify Boostly if it becomes aware of any compromise of any Log-in Credentials. Boostly may use, disclose, transmit, transfer, store, analyze, aggregate, and otherwise process (collectively, “Process”) Log-in Credentials in connection with Boostly’s provision of the Service or for Boostly’s internal business purposes.

2.4. Documentation. During the Term, subject to Customer’s compliance with the terms of the Agreement, Boostly hereby grants to Customer a limited, non-exclusive, non-transferable (except as set forth in Section 18.1), and non-sublicensable right and license to internally use the then-current version of Boostly’s usage guidelines and standard technical documentation for the Service that Boostly makes generally available to its customers (“Documentation”), solely in connection with Customer’s exercise of the rights granted in Section 2.2.

2.5. Restrictions. Customer will not (and will not permit anyone else to), directly or indirectly, do any of the following: (a) provide access to, distribute, sell, or sublicense the Service to a third party (other than Users); (b) use the Service or Output to develop a similar or competing product or service; (c) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs associated with the Service, except to the extent such a restriction is not permitted under Laws (and then only with prior notice to Boostly); (d) modify or create derivative works of the Service or copy any element of the Service; (e) remove or obscure any proprietary notices in the Service; (f) publish benchmarks or performance information about the Service; (g) engage in unlawful robocalling, spam, or harassment; (h) interfere with the operation of the Service, circumvent any access restrictions, or conduct any security or vulnerability test of the Service; (i) transmit any viruses or other harmful materials to the Service; (j) take any action that risks harm to others or to the security, availability, or integrity of the Service; (k) use the Service in connection with making any lending or leasing financial decision; or (l) access or use the Service or Output in a manner that violates any applicable relevant local, state, federal, or international laws, regulations and conventions, including those related to data privacy or data transfer, telemarketing, consumer protection, algorithmic discrimination, or automated decision-making.

3. Support. During the Term, Boostly will use commercially reasonable efforts to (a) provide the Service in a manner that minimizes errors and interruptions in accessing the Service and (b) provide, with respect to issues and questions arising from the operation of the Service, reasonable technical support to Users (collectively, “Support”).

4. Data
4.1. Use of Customer Data. Customer hereby grants Boostly a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to service providers and Customer’s designees), non-transferable (except as set forth in Section 18.1) right to access, publicly display, modify, create derivative works from, and Process any data, files (including lists of customers’ phone numbers), and other materials that Customer (including Users and End Users) inputs or makes available to Boostly, including through the Service, or that are imported from a Third-Party Platform (collectively, “Customer Data”): (a) to perform its obligations set forth in the Agreement; (b) to derive and generate Telemetry; (c) to improve the Services or Boostly’s other products and services; or (d) as necessary to comply with Laws or court order. Except as required by Laws or court order, Boostly will not provide Customer Data to any person or entity other than Customer’s designees or Boostly’s service providers.

4.2. Output. Boostly (including its service providers) may make available to Customer certain information, content, and other materials generated specifically for Customer through the Service, including in response to Customer’s (including Users’) prompts made through the Service (collectively, “Output”).

4.3. Customer Obligations. Customer is responsible for the Customer Data, including its content and accuracy, and will comply with Laws when using the Service.

5. Customer Responsibilities with Respect to Communications. For each telephone number Customer provides to Boostly or otherwise makes available via the Service, Customer will maintain complete, verifiable consent records with respect to such phone number (“Consent Record”). Customer will provide to all End Users a clear procedure to follow if such End User desires to opt-out of receiving text messages or phone calls.

6. Suspension of Service. Boostly may immediately suspend Customer’s access to the Service if: (a) Customer breaches Section 2.5 or Section 4.3; (b) any payments required under the Agreement are overdue by 30 days or more;

7. Third-Party Platforms. The Service may support integration with third-party platforms, add-ons, services, or products not provided by Boostly (“Third-Party Platforms”).

8. Privacy and Data Protection. To the extent applicable, the Parties will comply with their respective obligations as set forth in the Data Processing Agreement.

9. Fees and Taxes
9.1. Fees. Customer will pay the fees set forth in each Enrollment Form (“Fees”).

9.2. Taxes. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Enrollment Form(s).

10. Warranties and Disclaimers
10.1. Service Warranty. Boostly warrants to Customer that the Service will perform materially as described in its Documentation.

10.2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1, THE SERVICE, SUPPORT, OUTPUT, AND ALL OTHER BOOSTLY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

11. Term and Termination
11.1. Term. Unless earlier terminated in accordance with the terms of the Agreement, the “Initial Term” of the Agreement will be as set forth on the Enrollment Form.

11.2. Termination. Either Party may terminate the Agreement (including the Enrollment Form) upon written notice to the other Party.

12. Ownership; Feedback. Neither Party grants the other Party any rights or licenses not expressly set out in the Agreement.

13. Limitations of Liability
13.1. Consequential Damages Waiver. EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT.

13.2. Liability Cap. EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY’S LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER.

14. Indemnification
14.1. Indemnification by Boostly. Boostly will defend Customer from any third-party claim to the extent alleging that the Service infringes or misappropriates a third-party’s intellectual property rights.

14.2. Procedures. The indemnifying Party’s obligations in this Section 14 are subject to it receiving reasonably prompt written notice of the indemnified claim.

15. Confidentiality
15.1. Definition. “Confidential Information” means information that is designated by the disclosing Party as proprietary or confidential.

15.2. Obligations. Each Party will hold Confidential Information in confidence and not disclose it to third parties except as permitted in the Agreement.

16. Trials and Betas. If Customer receives access to the Service or features thereof on a free or trial basis, use is permitted only for Customer’s internal evaluation.

17. Publicity. Boostly may publicly announce that the Parties have entered into the Agreement.

18. General Terms
18.1. Assignment. Neither Party may assign the Agreement without prior consent of the other Party.

18.2. Governing Law, Jurisdiction and Venue. The Agreement is governed by the laws of the State of Delaware.

18.3. Dispute Resolution and Arbitration. In the event a dispute arises, such dispute shall be determined and settled by arbitration in New Castle County, Delaware.

18.4. Notices. Any notice or consent under the Agreement must be in writing.

18.5. Entire Agreement. The Agreement is the Parties’ entire agreement regarding its subject matter.

18.6. Amendments. Boostly may modify or amend this Agreement.

18.7. Waivers and Severability. Waivers must be signed by an authorized representative.

18.8. Force Majeure. Neither Party is liable for any delay or failure to perform any obligation under the Agreement due to events beyond its reasonable control.

18.9. Subcontractors. Boostly may use subcontractors and permit them to exercise Boostly’s rights.

18.10. Insurance. Customer will obtain and maintain insurance throughout the Term.

18.11. Independent Contractors. The Parties are independent contractors.

18.12. Export. Customer will comply with all relevant U.S. and foreign export and import Laws in using the Service.

18.13. Government End Users. Elements of the Service may include commercial computer software.

18.14. Conflicts in Interpretation. If there are inconsistencies between the terms of any Enrollment Form and these Standard Terms, the terms of the Enrollment Form will control.