CallScaler Marketplace Publisher AgreementCallScaler Marketplace Publisher Agreement

This CallScaler Marketplace Publisher Agreement (“Agreement”) governs participation as a publisher in the CallScaler Pay-Per-Call Marketplace.

This Agreement is between CallScaler, Inc., a Delaware corporation (“CallScaler”), and the person or business accepting this Agreement (“Publisher”).

By checking the box indicating acceptance of this Agreement, submitting Calls to the CallScaler Marketplace, or receiving payment for Calls through the Marketplace, Publisher agrees to this Agreement.

1. Marketplace Participation

CallScaler operates a marketplace through which Publisher may submit inbound consumer telephone calls or call transfers (“Calls”) for potential routing to participating buyers (“Buyers”).

Publisher may participate in campaigns made available through the CallScaler dashboard.

CallScaler does not guarantee:

• Any minimum Call volume;
• Any minimum payout;
• That a Call will be accepted;
• That a campaign will remain available;
• That a Buyer will continue purchasing Calls; or
• Any minimum amount of revenue to Publisher.

Participation in the Marketplace is non-exclusive.

2. Campaign Settings

Each Marketplace campaign includes settings displayed in the CallScaler dashboard (“Campaign Settings”).

Campaign Settings may include:

• Geographic targeting;
• Service categories;
• Operating hours;
• Minimum Call duration;
• Publisher payout;
• Call caps;
• Accepted traffic sources;
• Prohibited traffic sources;
• Transfer requirements;
• Consumer qualification requirements; and
• Other campaign-specific requirements.

The Campaign Settings active when a Call is submitted determine whether the Call qualifies for payment and the applicable payout.

Publisher is responsible for reviewing the Campaign Settings before sending Calls.

CallScaler may modify, pause, or terminate Campaign Settings prospectively at any time.

3. Qualified Calls

Publisher will be paid only for Calls that CallScaler determines are qualified under this Agreement and the applicable Campaign Settings (“Qualified Calls”).

Unless otherwise specified in the Campaign Settings, a Call generally must:

1. Be submitted to the correct campaign;
2. Be submitted while the campaign is accepting traffic;
3. Originate from an approved geographic area;
4. Involve a genuine consumer seeking the applicable service;
5. Reach the appropriate Buyer routing destination;
6. Meet the applicable minimum Call duration;
7. Originate from an accepted traffic source; and
8. Otherwise comply with the applicable Campaign Settings and this Agreement.

CallScaler's systems will determine Call duration, timestamps, routing, geography, campaign information, payouts, and other Marketplace data.

A Call appearing as payable or qualified in the dashboard does not prevent CallScaler from later reviewing or reversing the Call if CallScaler determines that it was invalid, fraudulent, non-compliant, or otherwise unqualified.

4. Unaccepted and Prohibited Traffic Sources

Publisher may submit Calls only from traffic sources accepted by CallScaler for the applicable campaign.

A traffic source is not accepted merely because CallScaler's system technically allows the Call to connect or route to a Buyer.

Unless expressly permitted by the applicable Campaign Settings or otherwise approved by CallScaler, Calls may be marked unqualified if they originate from an unaccepted source.

Examples may include:

• Facebook Marketplace;
• Craigslist;
• Warm transfers;
• Live transfers;
• Outbound call centers;
• Cold calling;
• Purchased consumer lists;
• Unsolicited text messages;
• Unsolicited email;
• Robocalls or prerecorded calls;
• Incentivized traffic;
• Sweepstakes or reward-based traffic;
• Forced or misleading transfers;
• Misleading advertisements;
• Fake business listings;
• Unapproved affiliates or subpublishers; or
• Any other traffic source that CallScaler has not approved for the applicable campaign.

The examples above are not exhaustive.

A traffic source permitted for one campaign is not necessarily permitted for another campaign.

Publisher is responsible for confirming that its traffic source is permitted before submitting Calls.

If Publisher is uncertain whether a particular source is accepted, Publisher must obtain approval from CallScaler before sending that traffic.

Calls generated from an unaccepted or prohibited traffic source may be marked unqualified regardless of Call duration, Buyer interaction, or whether the Call otherwise appears to satisfy campaign requirements.

5. Invalid and Unqualified Calls

CallScaler may mark a Call unqualified and deny or reverse payment if the Call:

• Originates from an unaccepted or prohibited traffic source;
• Is a wrong number;
• Does not involve a genuine consumer seeking the applicable service;
• Is generated by a salesperson, vendor, recruiter, job applicant, or other non-consumer;
• Is automated, fabricated, fraudulent, manipulated, or spam;
• Is generated by Publisher, Publisher's employees, contractors, friends, family members, or agents;
• Is a test Call;
• Is duplicated or repeatedly submitted;
• Is recycled, resold, or simultaneously routed in a manner not authorized by CallScaler;
• Is coached or scripted for the purpose of meeting qualification requirements;
• Is intentionally kept connected for the purpose of meeting a minimum duration;
• Contains materially false consumer information;
• Originates outside the applicable geographic requirements;
• Requests a service outside the applicable campaign requirements;
• Violates applicable Campaign Settings;
• Results from deceptive or misleading advertising;
• Results from an undisclosed or unapproved subpublisher;
• Violates applicable law;
• Violates this Agreement; or
• Is otherwise determined by CallScaler to be fraudulent, abusive, manipulated, non-compliant, or inconsistent with the intended purpose of the Marketplace.

Meeting the minimum Call duration alone does not make a Call qualified.

CallScaler may consider Call recordings, transcripts, caller behavior, carrier information, traffic-source information, advertising materials, Buyer feedback, conversion patterns, Call patterns, Publisher account history, and other reasonably available information when determining whether Calls qualify.

6. Traffic Quality and Publisher Conduct

Publisher must submit legitimate Calls from real consumers with genuine interest in the services associated with the applicable campaign.

Publisher may not:

• Coach consumers regarding what to say during a Call;
• Tell consumers how long they must remain on the telephone;
• Encourage consumers to remain connected solely to satisfy a duration requirement;
• Fabricate consumer interest;
• Manipulate Call duration;
• Manipulate caller ID or geographic information;
• Conceal the true traffic source;
• Misrepresent the identity of a traffic source or subpublisher;
• Generate Calls solely for the purpose of earning a Marketplace payout;
• Submit Calls using false, deceptive, or misleading advertising;
• Repeatedly submit the same consumer;
• Send Calls that Publisher knows do not satisfy the Campaign Settings; or
• Attempt to circumvent CallScaler's fraud, qualification, routing, or compliance systems.

CallScaler may evaluate traffic on an individual Call basis or based on patterns across multiple Calls.

A pattern of suspicious or poor-quality traffic may result in qualification reversals, withheld payments, campaign removal, suspension, or termination even if CallScaler cannot independently identify the exact source of every affected Call.

7. Advertising and Consumer Representations

Publisher is responsible for all advertising, landing pages, websites, listings, telephone numbers, marketing campaigns, call centers, affiliates, subpublishers, contractors, and other sources used to generate Calls.

Publisher represents and agrees that:

• Advertising will be truthful and not misleading;
• Publisher will accurately represent the services being offered;
• Publisher will not impersonate CallScaler, a Buyer, a government agency, utility, municipality, insurer, or another business;
• Publisher will not falsely claim to be a specific local business;
• Publisher will not use fake addresses or materially misleading location information;
• Publisher will not use fabricated reviews or endorsements;
• Publisher will not advertise false or misleading pricing;
• Publisher will not make deceptive emergency, availability, or service claims;
• Publisher will obtain any consent required by applicable law;
• Publisher will comply with applicable advertising, telemarketing, privacy, consumer-protection, and communications laws; and
• Publisher will ensure its employees, contractors, vendors, affiliates, and subpublishers comply with this Agreement.

CallScaler's acceptance of Calls or prior approval of traffic does not relieve Publisher of responsibility for Publisher's conduct.

8. Subpublishers and Third-Party Traffic

Publisher may be required to disclose whether Calls are generated directly by Publisher or through another person or business.

Publisher may not use an affiliate, subpublisher, call center, lead generator, network, or other third-party traffic source where the applicable Campaign Settings prohibit such traffic or CallScaler has not approved the source.

Publisher is responsible for all traffic submitted through Publisher's CallScaler account regardless of who generated the traffic.

Publisher may not avoid this Agreement by obtaining Calls through another party.

CallScaler may require Publisher to identify:

• A subpublisher;
• Traffic source;
• Website;
• Advertisement;
• Landing page;
• Telephone number;
• Marketing channel; or
• Other information relating to how a Call was generated.

Failure to provide reasonably requested traffic-source information may result in Calls being marked unqualified, payments being withheld, or Publisher being suspended or terminated.

9. Call Reviews and Payment Reversals

CallScaler may review Calls before or after a payout has been credited to Publisher.

CallScaler may mark a Call unqualified, reverse a payout, or deduct the payout from Publisher's current or future balance if CallScaler determines that the Call:

• Was not a Qualified Call;
• Came from a prohibited or unaccepted traffic source;
• Was fraudulent or manipulated;
• Violated the Campaign Settings;
• Violated this Agreement;
• Was the subject of a valid Buyer dispute;
• Resulted in a Buyer refund or credit because of Publisher's traffic;
• Was associated with a chargeback or payment reversal;
• Was generated through deceptive or unlawful activity; or
• Otherwise should not have qualified for payment.

Ordinary Call reviews may occur after a Call initially appears as payable.

Fraud, concealed traffic sources, deceptive advertising, manipulated Calls, or compliance violations may be investigated and reversed after the ordinary payment period.

CallScaler's records will control unless there is a clear and material system error.

10. Payments

Publisher will be paid according to the payout and payment schedule displayed in the CallScaler dashboard or otherwise communicated by CallScaler.

Payment is owed only for Calls ultimately determined to be Qualified Calls.

CallScaler may require Publisher to:

• Complete identity or business verification;
• Provide tax documentation;
• Provide accurate payment information;
• Meet a minimum payout threshold;
• Complete compliance reviews; or
• Resolve fraud, traffic-quality, or Buyer-dispute issues before receiving payment.

CallScaler may deduct or offset from Publisher's current or future payments:

• Invalid Call payouts;
• Reversed Calls;
• Overpayments;
• Buyer credits or refunds caused by Publisher traffic;
• Chargebacks;
• Payment-processing losses;
• Amounts owed by Publisher to CallScaler;
• Losses arising from Publisher's violation of this Agreement; and
• Reasonable investigation or remediation costs arising from Publisher misconduct.

CallScaler may hold a reasonable payment reserve when traffic presents an elevated risk of fraud, disputes, chargebacks, complaints, reversals, or compliance issues.

Publisher is responsible for taxes associated with payments received from CallScaler.

11. Publisher Payment Disputes

Publisher must report any payout discrepancy within 7 calendar days after the applicable payout, statement, or dashboard record becomes available.

The dispute must identify the specific Call or payment and explain the alleged discrepancy.

Amounts not disputed within 7 calendar days are considered accepted.

CallScaler may review recordings, transcripts, routing data, traffic-source information, Buyer disputes, Campaign Settings, account activity, and other Marketplace records when evaluating the dispute.

CallScaler's determination will be final absent a clear and material system error.

12. Suspension and Termination

CallScaler may pause, restrict, suspend, or terminate Publisher's Marketplace participation at any time, for any reason, with or without prior notice.

Reasons may include, without limitation:

• Poor traffic quality;
• Excessive invalid Calls;
• Buyer complaints;
• Buyer disputes;
• Suspicious Call patterns;
• Fraud or suspected fraud;
• Traffic-source violations;
• Facebook Marketplace traffic;
• Craigslist traffic;
• Unapproved live or warm transfers;
• Undisclosed subpublishers;
• Misleading advertising;
• Consumer complaints;
• Carrier complaints;
• Compliance concerns;
• Failure to provide requested documentation;
• Payment or chargeback risk;
• Attempted manipulation of qualification requirements;
• Violation of Campaign Settings;
• Violation of this Agreement; or
• Any activity CallScaler determines creates risk for the Marketplace, Buyers, carriers, consumers, or CallScaler.

CallScaler is not required to continue accepting traffic while an investigation is pending.

CallScaler may immediately stop Call routing and withhold unpaid amounts reasonably related to suspected fraud, disputes, reversals, compliance issues, or other potential liability.

Publisher may stop sending Calls at any time.

Termination does not prevent CallScaler from reviewing Calls submitted before termination or reversing payments for Calls later determined to be invalid.

13. Fraud and Withheld Payments

If CallScaler reasonably suspects fraud, manipulated Calls, deceptive advertising, prohibited traffic sources, concealed subpublishers, or other serious violations, CallScaler may temporarily withhold Publisher payments while the matter is reviewed.

If CallScaler determines that Calls were generated through fraud, intentional manipulation, deceptive conduct, or material violation of this Agreement, CallScaler may:

• Mark affected Calls unqualified;
• Reverse associated payouts;
• Offset losses against Publisher balances;
• Suspend or terminate Publisher;
• Reject pending payout requests; and
• Take other reasonable action necessary to protect CallScaler, Buyers, consumers, or the Marketplace.

Publisher is not entitled to payment for fraudulent, manipulated, prohibited, or otherwise unqualified Calls even if those Calls previously appeared as qualified in the CallScaler dashboard.

14. Call Recording and Marketplace Data

Publisher acknowledges that Marketplace Calls may be monitored, recorded, transcribed, analyzed, scored, and stored by CallScaler for purposes including:

• Routing;
• Qualification;
• Billing;
• Fraud detection;
• Traffic-quality monitoring;
• Dispute resolution;
• Compliance;
• Marketplace improvement; and
• Customer support.

Publisher represents that it has obtained any rights, disclosures, or permissions required for Publisher to submit Calls and related consumer information to CallScaler.

Publisher may not improperly use, sell, disclose, or exploit Buyer information, Marketplace bidding information, or other non-public Marketplace data.

15. Records and Cooperation

Publisher must maintain sufficient records to identify how its Calls were generated and demonstrate compliance with this Agreement and applicable law.

CallScaler may request reasonable supporting information relating to:

• Traffic sources;
• Advertisements;
• Landing pages;
• Consumer consent;
• Call recordings;
• Subpublishers;
• Call centers;
• Campaigns; or
• Other information concerning Publisher's Calls.

Publisher must reasonably cooperate with CallScaler's investigation of fraud, compliance issues, Buyer complaints, carrier complaints, or Call-quality concerns.

Failure to reasonably cooperate may result in payments being withheld and Publisher being suspended or terminated.

16. No Circumvention

Publisher may not knowingly bypass CallScaler in order to sell Calls directly to a Buyer that Publisher was introduced to through the CallScaler Marketplace.

This restriction does not apply to a relationship Publisher can reasonably demonstrate existed independently before the Marketplace introduction.

This Section applies during Publisher's participation in the Marketplace and for 12 months afterward.

17. Indemnification

Publisher will indemnify, defend, and hold harmless CallScaler and its affiliates, officers, employees, contractors, Buyers, carriers, and service providers from claims, investigations, damages, penalties, losses, refunds, chargebacks, liabilities, and reasonable legal costs arising from:

• Publisher's advertising;
• Publisher's traffic sources;
• Calls submitted by Publisher;
• Publisher's collection or use of consumer information;
• Consumer consent;
• Deceptive or misleading advertising;
• Fraudulent or manipulated Calls;
• Publisher's violation of applicable law;
• Publisher's violation of this Agreement; or
• Conduct of Publisher's employees, contractors, affiliates, subpublishers, call centers, or vendors.

CallScaler may offset amounts subject to indemnification against Publisher's current or future payouts where permitted by law.

18. No Guarantee

CallScaler does not guarantee:

• Campaign availability;
• Buyer availability;
• Call acceptance;
• Payout levels;
• Call volume;
• Marketplace demand;
• Routing success;
• Publisher revenue; or
• Continued participation in any campaign.

Campaigns, payout amounts, qualifications, geographic availability, and Buyer demand may change at any time.

19. Limitation of Liability

To the fullest extent permitted by law, CallScaler will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunities, or reputational harm.

CallScaler's total liability arising out of the Marketplace or this Agreement will not exceed the amount of valid unpaid payouts owed to Publisher for Qualified Calls during the three months immediately preceding the event giving rise to the claim.

Nothing in this Agreement limits liability that cannot legally be limited.

20. Independent Parties

Publisher is an independent contractor.

Nothing in this Agreement creates an employment, agency, partnership, franchise, fiduciary, or joint-venture relationship.

Publisher is responsible for its own employees, contractors, vendors, operations, taxes, licenses, expenses, and business activities.

Publisher has no authority to bind CallScaler or any Buyer.

21. Changes to Campaign Settings and Agreement

CallScaler may modify Campaign Settings prospectively through the CallScaler dashboard.

Changes do not retroactively change the stated campaign payout for Calls submitted before the change, except that CallScaler may still review or reverse Calls as permitted under this Agreement.

CallScaler may update this Agreement from time to time by providing notice through the CallScaler platform, email, or another reasonable electronic method.

Material changes will apply prospectively.

Continued participation after an updated Agreement becomes effective constitutes acceptance of the updated Agreement.

22. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-law principles.

Any legal action arising from this Agreement will be brought in a state or federal court with jurisdiction in Delaware, and Publisher consents to the jurisdiction of those courts.

23. General Terms

This Agreement, together with the applicable Campaign Settings, constitutes the entire agreement between CallScaler and Publisher regarding participation in the CallScaler Marketplace.

If there is a conflict between this Agreement and the Campaign Settings, the Campaign Settings control payout, geography, duration thresholds, accepted traffic sources, service categories, Call caps, and other campaign-specific qualification criteria. This Agreement controls all other matters.

If any provision is unenforceable, the remaining provisions will remain effective.

CallScaler's failure to enforce a provision on one occasion does not waive its right to enforce that provision later.

Publisher may not assign this Agreement without CallScaler's prior written consent.

Electronic records and electronic acceptance of this Agreement have the same effect as a signed written agreement.

Acceptance

By checking the box below, Publisher acknowledges that Publisher has read, understands, and agrees to the CallScaler Marketplace Publisher Agreement, including the Campaign Settings applicable to Calls submitted through the Marketplace.