Terms of Service

TERMS OF SERVICE 1. Eligibility and Account Registration The Services are intended exclusively for business and commercial purposes.

By using the Services, you represent and warrant that: - You are at least 18 years old. - You have legal authority to enter into this Agreement. - You are authorized to connect and manage any advertising accounts associated with your use of the Services. - You will provide accurate and current account information. - You will comply with applicable laws, advertising platform policies, and payment processor requirements. - You will not use the Services for unlawful, fraudulent, deceptive, or unauthorized activities. We may approve, decline, suspend, or terminate accounts for legitimate operational, security, compliance, payment, or business-risk reasons, subject to applicable law.

You are responsible for maintaining the confidentiality of your account credentials and managing access by authorized users. 2. Description of Services EmberCall AI offers a branded automated advertising optimization platform provided using technology from Halcrus AI. Depending on the functionality enabled, the Services may analyze advertising performance and identify expenditure that automated systems determine may be inefficient or potentially wasteful. They may automatically: - Pause or disable advertising campaigns. - Pause or disable advertising ad sets. - Pause or disable individual advertisements. - Reduce campaign or ad set budgets. - Analyze advertising performance and generate reports or recommendations. The Services do not guarantee advertising savings, improved performance, increased profitability, or any particular business outcome.

Service scope to confirm before publication: The supplied template specifically discusses Meta integrations. Confirm whether the platform connects to Meta only or also Google Ads or other platforms, and amend this section accordingly. 3. Authorization for Automated Advertising Actions By connecting an advertising account and activating the Services, you expressly authorize EmberCall AI and its underlying technology providers to access relevant advertising information and perform the automated optimization actions enabled by the Services on your behalf.

You acknowledge and agree that: - Automated decisions may occur without separate human review or approval. - Automated decisions may differ from decisions made by professional advertising managers. - Automated decisions may be incorrect, unnecessary, or commercially unfavorable. - Automated actions may reduce advertising delivery, impressions, conversions, leads, sales, revenue, or profitability. - The Services may fail to identify inefficient advertising expenditure. - The Services may identify advertising expenditure as inefficient when continued advertising could have produced favorable results. You remain responsible for monitoring your advertising accounts, budgets, campaigns, and business outcomes.

You may reverse advertising actions through the applicable advertising platform, subject to its available functionality. Pausing or canceling the Services does not automatically reverse previously completed advertising actions.

Neither EmberCall AI nor its underlying technology providers act as your fiduciary, financial adviser, or individually supervised advertising manager. 4. Third-Party Advertising Platforms The Services connect to third-party advertising platforms through authorized integrations. The supplied template specifically identifies Meta; other supported platforms must be confirmed before publication.

By connecting an advertising account, you authorize EmberCall AI and its underlying technology providers to access relevant information and perform permitted actions through those integrations.

Advertising platforms operate independently of EmberCall AI and Halcrus AI. Neither EmberCall AI nor its underlying technology providers control third-party advertising delivery, account restrictions, billing systems, API availability, or changes to platform policies.

We are not responsible for failures or interruptions caused by third-party platforms beyond our reasonable control, except where applicable law imposes responsibility that cannot be excluded.

The Services are not affiliated with, endorsed by, or sponsored by Meta Platforms, Inc. This statement should be adapted if other third-party platforms are supported. 5. Pricing, Billing, and Refunds The Services are offered according to the pricing and billing arrangements disclosed during checkout or in a separately accepted order or written agreement. - Pricing model: Unresolved. The business has indicated that its fee may be based on 15% of advertising savings generated for the customer. Before use, define precisely what counts as “savings,” the baseline and comparison period, how results are measured and verified, treatment of seasonality and budget changes, whether the fee applies to gross or net savings, how disputed calculations are handled, and what happens when savings cannot be measured. Do not charge under this formula until these details are disclosed and accepted by the customer. - Billing frequency: Monthly. - Payment terms: Missing. Specify when the monthly charge is calculated and due, whether charges are in arrears or in advance, the payment method, invoice/reporting details, applicable taxes, failed-payment handling, and whether any advertising-platform spend is separate from EmberCall AI fees. - Refund policy: Missing — do not invent or publish a refund promise. Adopt a written policy after deciding how to handle billing errors, disputed savings calculations, service outages, accidental charges, cancellations, and any legally required refunds. Where percentage-based, performance-based, or usage-based fees apply, the applicable calculation methodology must be disclosed and accepted before purchase. You authorize EmberCall AI and its payment processor to charge applicable fees according to your accepted billing arrangement. Fees properly incurred remain payable following cancellation. Applicable taxes may be charged where required. We may modify pricing prospectively by providing advance notice as required by applicable law.

Important: Daily billing is based on the prior day's calculated saved spend, but the agreement must expressly define the calculation period, baseline, evidence/reporting source, time zone, charge timing, and dispute process. 6. Payments and Merchant of Record Proposed wording, subject to verification: EmberCall AI is intended to be the customer-facing contracting party and merchant of record for transactions between EmberCall AI and its customers, if that matches the actual checkout and payment-processing setup.

Payments are processed through the payment method disclosed to you at checkout. The source template refers to Stripe, but the actual payment processor and account holder must be confirmed before this statement is finalized.

Our underlying technology providers are not parties to your purchase agreement with us merely because they provide software or payment integration functionality, unless separate terms expressly provide otherwise.

EmberCall AI is responsible for its customer-facing pricing, billing disclosures, refunds, and payment disputes, subject to applicable law and payment processor agreements. Payment processing may be subject to the applicable processor’s terms and policies. 7. Underlying Technology Providers Our Services use technology, software, infrastructure, and integrations supplied by independent third-party providers. The supplied template identifies Halcrus and its current and future operating, contracting, licensing, and affiliated entities, including but not limited to SuperX Labs LLC, together with their respective successors, assigns, authorized contractors, and technology providers. For purposes of this Agreement, these entities and persons are collectively referred to as the “Technology Providers.”

Confirm with Halcrus before publication that the named entities and the proposed description of their relationship are accurate and that Halcrus authorizes their inclusion in a customer agreement.

Our underlying technology arrangements may change as providers reorganize, establish additional entities, transfer operations, or modify their corporate structures. Such changes do not automatically alter your contractual relationship with EmberCall AI. EmberCall AI remains your contracting service provider unless you separately agree otherwise. 8. Technology Protected Parties and Third-Party Beneficiaries The supplied template defines “Technology Protected Parties” to include Halcrus; all current and future legal entities operating, owning, licensing, developing, or providing the Halcrus technology, including but not limited to SuperX Labs LLC; and their respective present and future parent companies, subsidiaries, affiliates, successors, assigns, members, managers, directors, officers, employees, contractors, and authorized technology providers.

The source template intends these Technology Protected Parties to be third-party beneficiaries of Sections 3, 7, 8, 9, 10, 11, 12, and 13 and to be able to enforce certain customer authorizations, risk acknowledgments, warranty disclaimers, releases, limitations of liability, and indemnification provisions to the fullest extent permitted by law.

The Technology Protected Parties do not assume EmberCall AI’s independent pricing, billing, refund, marketing, customer support, or contractual obligations. Nothing in this Agreement creates a direct service contract between you and a Technology Protected Party solely because that party is identified as a third-party beneficiary.

Attorney and provider review required: This provision gives a broad group of entities enforcement rights. Confirm the intended beneficiaries with Halcrus and have counsel review enforceability, scope, and fairness. 9. No Performance Guarantees and Warranty Disclaimers THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, to the fullest extent permitted by applicable law.

To the fullest extent permitted by applicable law, EmberCall AI and the Technology Protected Parties disclaim warranties not expressly stated in this Agreement, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Neither EmberCall AI nor the Technology Protected Parties guarantee: - Advertising savings. - Increased profitability. - Improved return on advertising spend. - Increased revenue, leads, or conversions. - Continuous service availability. - Error-free automated decisions. - Detection of every inefficient advertising expense. - Compatibility with every third-party platform. - That automated decisions will produce results comparable to human advertising management. Past results do not guarantee future performance. 10. Assumption of Risk and Release of Claims THIS SECTION IS A MATERIAL CONDITION OF ACCESS TO THE SERVICES.

You acknowledge and voluntarily assume the commercial risks associated with automated advertising optimization. These risks include incorrect automated decisions, missed optimization opportunities, reduced advertising delivery, lost conversions, lost revenue, interrupted campaigns, and other adverse business outcomes.

To the fullest extent permitted by applicable law, you release and waive claims against EmberCall AI and the Technology Protected Parties arising solely from the ordinary operation of the disclosed automated optimization functionality and resulting advertising performance or business outcomes.

This release does not apply to claims or liabilities that applicable law prohibits releasing.

Attorney review required: A release of claims may not be enforceable in all circumstances, and it must not purport to waive non-waivable rights or excuse legally prohibited conduct. 11. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

Neither EmberCall AI nor the Technology Protected Parties shall be liable for indirect, incidental, consequential, special, exemplary, or punitive damages. This exclusion includes lost profits, lost revenue, lost business opportunities, lost advertising results, lost goodwill, loss of data, and business interruption, to the extent permitted by law.

EmberCall AI’s aggregate liability for all claims arising from or relating to the Services or this Agreement shall not exceed the total fees actually paid by the customer to EmberCall AI during the three months immediately preceding the event giving rise to the claim.

The aggregate liability of the Technology Protected Parties for claims arising from or relating to the Services shall not exceed the same amount, collectively and not separately for each Technology Protected Party, to the extent enforceable under applicable law.

These limitations apply even if a remedy fails of its essential purpose, to the extent permitted by law. Nothing in this Agreement excludes or limits liability where such exclusion or limitation is prohibited by applicable law.

Attorney review required: Confirm the liability cap, its interaction with data/security incidents and indemnity obligations, and whether the wording is enforceable for the intended customers and jurisdiction. 12. Indemnification To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless EmberCall AI and the Technology Protected Parties against third-party claims, damages, liabilities, losses, and reasonable legal expenses arising from: - Your unauthorized connection or management of advertising accounts. - Your advertising content, products, or services. - Your violation of applicable laws or advertising platform policies. - Your misuse of the Services. - Your breach of this Agreement. - Your infringement of third-party rights. - Your unauthorized disclosure of information or credentials. Indemnification does not extend to liabilities that applicable law prohibits shifting or to claims resulting from conduct for which indemnification is legally unavailable.

No settlement imposing obligations on a Technology Protected Party may be entered into without that party’s written consent.

Attorney review required: The clause places potentially broad defense and payment obligations on customers. Review its scope, procedures, and carve-outs. 13. Intellectual Property and Data Rights EmberCall AI and its licensors retain all rights in their respective software, technology, algorithms, infrastructure, models, documentation, and proprietary intellectual property. You receive only the limited right to access and use the Services during your authorized subscription or service period.

You may not reverse engineer, copy, distribute, or otherwise exploit proprietary technology except as expressly authorized or permitted by applicable law.

You and relevant third parties retain any rights lawfully held in your advertising accounts, advertising content, and underlying information. Neither EmberCall AI nor its Technology Providers claim ownership of personal information or third-party advertising platform data merely because it is processed through the Services.

You authorize EmberCall AI and its Technology Providers to access and process information as reasonably necessary to provide the Services, subject to applicable laws, third-party platform requirements, and this Agreement.

Privacy/data review required: This clause is not a substitute for a privacy policy or data-processing agreement. The parties must document what data is collected, who receives it, why it is processed, retention/deletion periods, security practices, and how customers and individuals can exercise applicable privacy rights. 14. Cancellation and Termination You may cancel the Services according to the cancellation process disclosed in your account or accepted commercial terms. The cancellation method, notice period, and effective date must be disclosed to customers before purchase.

Cancellation prevents future service renewals or charges as specified in those terms but does not eliminate fees already incurred. We may suspend or terminate access for nonpayment, unauthorized account access, fraud, security threats, legal requirements, or material violations of this Agreement. Where reasonably practicable, we may provide notice and an opportunity to remedy the issue.

Termination does not automatically reverse advertising actions previously performed.

Missing details to confirm: Whether monthly service renews automatically; how and when a customer can cancel; whether a partial-month charge or final performance fee applies; and how access and connected-account permissions are removed. 15. Governing Law and Disputes Governing law: NOT YET SELECTED. Do not publish this section with the blanks or assume California law solely from the supplied business address.

This Agreement is intended to be governed by the laws of [MISSING — state/country to be selected after legal review], without regard to conflict-of-law principles. Except where applicable law requires otherwise, disputes would be brought before courts located in [MISSING — jurisdiction/venue to be selected after legal review].

The source template also proposes that, to the fullest extent permitted by applicable law, disputes be brought individually rather than through class, collective, or representative proceedings, and that each party waive the right to a jury trial where legally permitted.

Attorney review required: Governing law, venue, class-action waiver, and jury-trial waiver must be evaluated together. Do not treat these provisions as enforceable without jurisdiction-specific review. 16. Severability and Independent Enforceability If any provision of this Agreement, or any portion thereof, is determined by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be severed or limited to the minimum extent necessary to make it enforceable, to the extent permitted by applicable law.

The invalidity or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect.

Where legally permissible, an unenforceable provision shall be interpreted or modified to most closely reflect the original intent of the parties while remaining enforceable.

The source template states that the invalidity or unenforceability of any waiver, release, disclaimer, limitation of liability, indemnification provision, third-party beneficiary provision, or other contractual protection shall not, by itself, invalidate any other independent protection. The parties intend each contractual protection to operate independently to the fullest extent permitted by applicable law.

Attorney review required: Confirm that the independent-enforcement language does not overreach or conflict with local law. 17. Changes to This Agreement We may update this Agreement to reflect changes in our Services, technology, business operations, or legal obligations. Material changes will be communicated as required by applicable law. Changes apply prospectively unless otherwise permitted by law. Continued use following the effective date of updated terms constitutes acceptance where legally permitted. 18. General Provisions This Agreement, together with applicable accepted order forms and expressly incorporated policies, constitutes the entire agreement between you and EmberCall AI concerning the Services.

Failure to enforce a provision does not waive future enforcement.

Provisions concerning accrued fees, intellectual property, risk acknowledgments, releases, liability limitations, indemnification, third-party beneficiaries, severability, and disputes survive termination to the extent applicable.

Electronic notices and agreements may be used where legally permitted. 19. Contact EmberCall AI Business address: 2634 San Marco, Newport Beach, CA 92660 Email: najeejacobs@embercallapp.com

Legal name/entity status: The business name supplied is “EmberCall AI.” Confirm whether this is a registered legal entity or a trade name of another legal person. If it is a trade name, identify the actual contracting legal entity here before publication.