ACCOUNT SUBSCRIPTION AGREEMENT - TERMS & CONDITIONS

This Software Platform Account Subscription Agreement to SubscriberVerify.com Software and Services ( “Agreement”) is entered into by and between NOC Solutions, LLC, a Nevada limited liability company d/b/a SubscriberVerify.com (“SubscriberVerify,” “Company,” “We,” “Us,” or “Our”), and the business entity identified on the applicable Account registration, and service invoice (“Client,” “you,” or “your”). SubscriberVerify and Client are each a “Party” and collectively the “Parties.”

BY REGISTERING FOR AN ACCOUNT, ACCESSING THE SUBSCRIBERVERIFY.COM PLATFORM, OR OTHERWISE USING ANY PORTION OF THE SERVICE, CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT. IF CLIENT DOES NOT AGREE TO THIS AGREEMENT IN ITS ENTIRETY, CLIENT MAY NOT ACCESS OR USE THE SERVICE.

The individual accepting this Agreement on behalf of Client represents and warrants that they have the authority to bind Business Client to this Agreement, and that Client is a business entity and not an individual or consumer.

1. Business-to-Business Service; Eligibility

SubscriberVerify.com is a business-to-business (“B2B”) platform intended solely for use by businesses and other organizations in connection with their own outbound communications compliance programs, and is not offered for sole proprietorship. personal, family, or household use. The service is intended to be used in combination with other compliance measures and requirements of the Client. Client represents and warrants that: (a) Client is a business entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) Client is accessing and using the Service solely for legitimate business purposes and not on behalf of, or for the benefit of, any individual consumer; and (c) the individual registering the Account is authorized to act on Client's behalf and is at least eighteen (18) years of age.

2. Definitions

2.1 “Account” means Client's registered SubscriberVerify account on the Platform, including all associated credentials, configurations, and data.

2.2 “Access Credentials” means, collectively, Client's SAN and the associated security code, access key, or password issued to Client (or Client's authorized telemarketer or seller) by the Registry Administrator, as further described in Section 4 below.

2.3 “DNC Lookup Service” means the do-not-call registry lookup feature of the Service described in Section 3.3.

2.4 “Platform” or “Service” means the SubscriberVerify.com mobile number verification, scrubbing, and lookup platform, including Carrier Lookup (identifying the carrier associated with a telephone number), the Deactivated/Suspended Number Verification feature, Litigator Verify (screening telephone numbers against litigation-risk data), and the DNC Lookup Service, together with all related software, documentation, and updates.

2.5 “Prepaid Credits” means closed-loop credits issued by SubscriberVerify.com and redeemable only for service offered by SubscriberVerify.com within its platform by established customers having a subscription to their virtual services. The credits may be purchased in bundles for varying dollar values but have no cash value outside of SubscriberVerify.com’s platform and for SubscriberVerify.com’s services.

2.6 “Registry Administrator” means the Federal Trade Commission (“FTC”) or its designated administrator of the National Do Not Call Registry, and/or the administrator of any applicable state do-not-call registry.

2.7 “Results” means any data, report, flag, score, or other output generated by or through the Service, including without limitation carrier information, deactivation/suspension status, Litigator Verify flags, and DNC Lookup Service results. DNC Lookup Service results are provided as “true” or “false” outputs indicating whether a number appears on the applicable do-not-call list(s).

2.8 “SAN” means the Subscription Account Number issued by the Registry Administrator to Client (or to Client's authorized telemarketer or seller of record) authorizing access to the National Do Not Call Registry or an applicable state registry.

2.9 “Subscription Term” means the period during which Client's Account is maintained under this Agreement, as provided in Section 16, including any period for using remaining prepaid credits under Section 16.4; it does not require a recurring paid subscription.

3. Description of Service

3.1 Carrier Lookup; Mobile Number Verification and Scrubbing (Paid Service). The Service helps Client identify and scrub non-deliverable, deactivated, suspended, and otherwise problematic mobile telephone numbers from Client's contact records for legitimate business purposes, including reducing wasted SMS and voice spend. Carrier Lookup identifies the carrier associated with a telephone number and is charged against Client’s prepaid credits at the applicable rates displayed on the Platform. Litigator Verify is available as described in Section 3.4.

3.2 Deactivated/Suspended Number Verification (Included at No Charge). SubscriberVerify includes deactivated and suspended mobile number verification on every paid Account as a standard, no-additional-charge feature, as further described on the Platform.

3.3 DNC Lookup Service (Included with LitigatorVerify). As part of the Service, SubscriberVerify offers a national Do-Not-Call registry lookup feature, and, where applicable, comparable state do-not-call list lookups (collectively, the “DNC Lookup Service”), to assist Client by internally identifying telephone numbers appearing on the applicable do-not-call list(s) before Client deploys SMS text messages or other outbound communications to those numbers. The DNC Lookup Service is available only to Clients using LitigatorVerify and is included at no additional charge. The system is not intended to replace subscription to the DNC Registry or the maintenance of DNC policies and internal lists, but to augment compliance with number verification provided through the virtual software platform. State do-not-call lookups are limited to states that do not require separate registration. SubscriberVerify may, at its discretion, grant exceptions to the LitigatorVerify eligibility requirement on an account-by-account basis.

3.4 Litigator Verify (Additional Paid Virtual Service through Platform). Litigator Verify screens telephone numbers against litigation-risk data compiled from public records and third-party sources and returns flags for potential matches. This feature is charged against Client’s prepaid credits at the applicable rates displayed on the Platform and is subject to the disclaimers in Section 14.

4. Client-Provided SAN and Security Code; DNC Registry Access

4.1 Provision of Access Credentials. To perform the DNC Lookup Service, SubscriberVerify may be required to query the National Do Not Call Registry (or an applicable state registry) using credentials associated with Client's own registration with the Registry Administrator. Client shall provide SubscriberVerify with Client's Access Credentials, that is Client's SAN and the associated security code or key, solely for use as described in this Section 4.

4.2 Client Responsibility for Registration. Client represents and warrants that: (a) Client (or Client's authorized telemarketer or seller, as applicable) is validly registered with the National Do Not Call Registry and any applicable state do-not-call registry to the extent required for Client's business activities; (b) Client's Access Credentials are current, accurate, and lawfully obtained and held; (c) Client will maintain and timely renew its registry subscription(s) and pay all associated registration fees directly to the Registry Administrator; and (d) Client is fully authorized to provide its Access Credentials to SubscriberVerify for the sole purpose of performing the DNC Lookup Service on Client's behalf.

4.3 Limited Use of Client’s Access Credentials. SubscriberVerify will use Client's Access Credentials solely to query the applicable do-not-call registry on Client's behalf in connection with the Service, will not disclose Client's Access Credentials to any unaffiliated third party, and will not use Client's Access Credentials for the benefit of any other client or entity. Client acknowledges that the use of a single SAN or Access Credentials on behalf of multiple, unaffiliated entities may implicate the registration-fee and access requirements of 16 C.F.R. § 310.8 and related FTC guidance regarding the National Do Not Call Registry, and Client represents and warrants that Client's provision and use of its Access Credentials through the Service complies with all such requirements.

4.4 No Warranty of Registry Data; No Charge. SubscriberVerify does not create, control, or independently verify the accuracy, completeness, or currency of the underlying do-not-call registry data maintained by itself, the Registry Administrator, and provides all Results from the DNC Lookup Service on an “AS IS” basis, without charge to Client, and subject to Sections 14 (Disclaimer of Warranties) and 15 (Limitation of Liability) below.

4.5 Loss or Change of Credentials. Client shall promptly notify SubscriberVerify in writing if Client's SAN or security code changes, expires, or is revoked by the Registry Administrator. SubscriberVerify shall have no obligation to perform, and no liability for failing to perform, the DNC Lookup Service during any period in which Client's Access Credentials are invalid, expired, or not provided.

5. Client Compliance Obligations; Relationship to the TCPA

Client acknowledges and agrees that the Service, including the DNC Lookup Service and the Deactivated/Suspended Number Verification feature, is a data-hygiene and lead-scrubbing tool only. Neither the Service nor any Results provided through it constitute DNC clearance advice, and use of the Service does not, by itself, establish or guarantee Client's compliance with the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”), the FTC's Telemarketing Sales Rule, the National Do Not Call Registry rules, or any other federal, state, or local law governing telephone calls, text messages, or other outbound communications. Client remains solely responsible, at all times, for: (a) obtaining and documenting any prior express written consent or other consent required by applicable law before placing any call or sending any text message; (b) honoring all opt-out and do-not-call requests; (c) establishing and maintaining Client's own internal do-not-call list; (d) independently confirming the applicability and sufficiency of any Results to Client's specific communications and use case; and (e) otherwise complying with all applicable law in connection with Client's outbound communications program.

6. Account Registration; Security

SubscriberVerify may assign Client a username, password, key, or other account identification to enable access to the Platform. Client is solely responsible for maintaining the confidentiality of its Account credentials and Access Credentials, and for all activity that occurs under Client's Account, whether or not authorized by Client. Client shall immediately notify SubscriberVerify of any known or suspected unauthorized use of its Account or any other breach of security.

7. Fees; Payment; Credit Card Authorization

7.1 Payment Processing. SubscriberVerify will charge Client for SubscriberVerify.com usage credits, any applicable set-up fees, and applicable taxes for the Platform and Service at the time of purchase or an authorized auto-recharge under Section 8.1. Deactivated/Suspended Number Verification and the DNC Lookup Service are provided at no additional charge as described in Sections 3.2 and 3.3.

7.2 Authorization. Client authorizes SubscriberVerify to charge Client's selected payment method for prepaid credit purchases requested by Client and, only if activated by Client, automatically recharges (auto-recharge) and pays such authorized charges under Section 8.1. Client may deactivate auto-recharge through the Platform. If Client's credit card expires or is declined, Client authorizes SubscriberVerify to resubmit an authorized charge using an updated expiration date. No additional paid credits will be issued until payment is completed.

7.3 Creditworthiness. SubscriberVerify reserves the right to require Client to complete a credit application as a condition of receiving further Service.

8. Prepaid Credits, Free Credits and Trial Service

8.1 Pay-as-You-Go Plan; Prepaid Credits. Client prepays for a specified number of credits at the rates displayed on the Platform. Credits are deducted as Client uses paid features of the Service. Client may purchase additional credits as needed; no monthly fee or recurring purchase is required. If Client activates auto-recharge, SubscriberVerify will automatically charge Client’s credit card for the recharge package selected by Client when the remaining credit balance falls below ten percent (10%) of the number of credits in that package. Prepaid credits are nonrefundable, except as required by applicable law, and do not expire except as provided in Sections 16.1 and 16.4.

8.2 Free Credits and Trial Service. From time to time, SubscriberVerify may offer free credits or trial access at its discretion or at the commencement of Service. Client is not required to provide credit card information until Client elects to convert to a paid Account on the Platform.

9. Late Payments

Late payments, including those resulting from credit card declines not resolved by Client within five (5) business days of notice, will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate permitted by applicable law, whichever is lower.

10. License Grant; Restrictions on Use

10.1 License. During the Subscription Term, Client is granted a non-exclusive, non-transferable, revocable, limited license to access and use the Platform and its software solely for Client's own internal business purposes as set forth in this Agreement.

10.2 Restrictions. Except for the license granted in Section 10.1, all ownership, license, intellectual property, and other rights and interests in and to the Platform remain solely with SubscriberVerify or its licensors. Client shall not: (a) transfer, distribute, sublicense, or resell its use of the Platform or any Results to any third party; (b) incorporate Results into any freeware, shareware, open-source, or similar freely distributed product or service; (c) incorporate Results into any internet-based lookup or similar service that discloses Results, in whole or part, to third parties; or (d) use Results to develop, offer, or support any product or service competitive with the Platform.

11. Intellectual Property

All content, software, trademarks, service marks, trade names, and other proprietary materials comprising or displayed on the Platform (collectively, the “Content”) are the exclusive property of SubscriberVerify or its licensors and are protected by U.S. and international intellectual property laws. Client may not use SubscriberVerify's trademarks or service marks without SubscriberVerify's prior written consent, and may not use them in any manner likely to cause confusion or that disparages SubscriberVerify.

12. Client Representations and Warranties

Client represents and warrants that: (a) it conducts its business in compliance with all applicable laws; (b) its use of the Results will at all times be in accordance with all applicable law, including without limitation data privacy and data security laws, and it will implement reasonable security measures to protect any personal information within its control; (c) it will not use any Results as a “consumer report”, as that term is defined under the Fair Credit Reporting Act, for any purpose prohibited by that Act; (d) it will not use Results to contact consumers in violation of applicable law, including without limitation the TCPA and the Telemarketing Sales Rule; and (e) the representations and warranties in Sections 4.2 and 4.3 regarding its Access Credentials are true, accurate, and complete.

13. Client Indemnification of SubscriberVerify

Client shall at all times indemnify, defend, and hold harmless Noc Solutions, LLC and its employees, officers, owners, members, directors, shareholders, and affiliates (each, an “Indemnified Party”) from and against any and all damages, losses, claims (including claims relating to an alleged violation of law), demands, suits, recoveries, costs, expenses, court costs, and attorneys' fees (collectively, a “Loss”), arising out of or resulting from: (i) an Indemnified Party's performance of its obligations under this Agreement on Client's behalf, including performance of the DNC Lookup Service using Client's Access Credentials; or (ii) Client's violation, or alleged violation, of any law or of any representation or warranty made in this Agreement. This provision survives expiration or termination of this Agreement.

14. Disclaimer of Warranties

SUBSCRIBERVERIFY.COM, INCLUDING THE DNC LOOKUP SERVICE, IS PROVIDED “AS IS,” AND CLIENT RECEIVES NO ADDITIONAL EXPRESS OR IMPLIED WARRANTIES. NOC SOLUTIONS, LLC EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE CONCERNING THE PLATFORM, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE, MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR THE RESULTS TO BE OBTAINED FROM USE, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.

If Client's subscription includes features from Litigator Verify, Client acknowledges that Litigator Verify uses information compiled from public records and third-party sources, which can be delayed, sealed, corrected, or inconsistent across jurisdictions, and that results may contain errors, omissions, or false positives/negatives. Client further acknowledges that Litigator Verify is not legal advice and does not guarantee compliance or that Client will avoid litigation. To the fullest extent permitted by law, Litigator Verify is provided “AS IS” without warranties, and SubscriberVerify is not liable for indirect, incidental, special, consequential, punitive, or lost-profit damages arising from its use.

NOC SOLUTIONS, LLC EXPRESSLY DISCLAIMS ANY WARRANTY THAT CLIENT HAS THE RIGHT TO CONTACT OR MESSAGE ANY END USER CONNECTED WITH ANY TELEPHONE NUMBER VERIFIED OR LOOKED UP THROUGH THE SERVICE, INCLUDING THROUGH THE DNC LOOKUP SERVICE. WE EXPRESSLY DISCLAIM THAT ANY LOCATION OR ATTRIBUTION DATA WE MAY ATTACH TO ANY NUMBER IS ACCURATE. NOC SOLUTIONS FURTHER DISCLAIMS ANY WARRANTY THAT (1) THE PLATFORM WILL OPERATE IN COMBINATION WITH ANY OTHER ITEM, EQUIPMENT, SOFTWARE, SYSTEM, OR DATA; (2) THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NOC SOLUTIONS, LLC OR ITS AGENTS OR EMPLOYEES SHALL CREATE OR FORM THE BASIS OF ANY WARRANTY. CLIENT'S USE OF THE PLATFORM IS SOLELY AT CLIENT'S RISK.

15. Limitation of Liability

IN NO EVENT SHALL SUBSCRIBERVERIFY BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR LOST-PROFIT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY DAMAGES ARISING FROM THE DNC LOOKUP SERVICE OR CLIENT'S ACCESS CREDENTIALS. TO THE GREATEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SUBSCRIBERVERIFY'S AGGREGATE LIABILITY TO CLIENT FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY RECEIVED BY SUBSCRIBERVERIFY FROM CLIENT DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. BECAUSE THE DNC LOOKUP SERVICE IS PROVIDED AT NO CHARGE, THE PARTIES AGREE THAT SUBSCRIBERVERIFY'S LIABILITY FOR ANY CLAIM ARISING SOLELY OUT OF THE DNC LOOKUP SERVICE SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

16. Term; Suspension; Cancellation and Termination

16.1 Term. This Agreement commences on the date Client affirmatively accepts it during Account registration and continues until terminated as set forth below. Client uses the Service on the pay-as-you-go basis described in Section 8.1. Prepaid credits do not expire while the Account remains active. If Client does not log in to the Account for twelve (12) consecutive months, the Account will become inactive and any remaining prepaid credits will expire and be removed, except as required by applicable law and subject to the post-cancellation use period in Section 16.4.

16.2 Cancellation by SubscriberVerify for Cause. SubscriberVerify may immediately cancel Client's subscription without notice if: (a) Client's payment method expires, is canceled, or is otherwise terminated, Client has an unpaid amount due, and Client does not promptly provide a valid replacement; or (b) Client violates applicable law, breaches any term of this Agreement, or takes any action that SubscriberVerify determines in good faith is imprudent or inconsistent with sound business practice, including any breach of Client's representations in Section 4 or Section 12.

16.3 Cancellation by SubscriberVerify Without Cause. SubscriberVerify may cancel Client's subscription at any time without cause. Upon such cancellation, prepaid credits are nonrefundable, except as required by applicable law.

16.4 Cancellation by Client. Client may cancel its subscription at any time through the Platform, or by providing written notice to SubscriberVerify. Auto-recharge will stop upon cancellation. Client may continue to access the Platform for twelve (12) months after cancellation solely to use prepaid credits remaining at cancellation, subject to Sections 16.2 and 16.5. Those credits will not expire under Section 16.1 during that period; any remaining credits will expire at its end, except as required by applicable law. Prepaid credits are nonrefundable, except as required by applicable law. To cancel, Client may contact its account representative, email [email protected], or use the cancellation function on the Platform.

16.5 Suspension. SubscriberVerify may immediately suspend, restrict, or deactivate Client's Account, without advance notice, if SubscriberVerify has reason to believe Client is using the Service unlawfully, fraudulently, or in a manner inconsistent with this Agreement, or if a governmental authority determines that provision of the Service to Client is contrary to law.

16.6 Effect of Termination. Termination of this Agreement does not affect the respective rights and obligations of the Parties (including payment obligations) arising before the termination date, and Sections 10–15, 19, and 20 survive any termination or expiration of this Agreement. Client’s limited right to use remaining prepaid credits under Section 16.4, together with the terms governing that use, survives cancellation for the period stated in that Section.

17. Force Majeure

Neither Party will be liable to the other for any failure to perform its obligations under this Agreement where that failure is due to an act outside the reasonable control of the affected Party, including natural disaster, fire, explosion, power or communications outage, earthquake, flood, weather event, strike, embargo, civil unrest, health emergency, military action, act of God, or act of a governmental or regulatory agency, including any action by the Registry Administrator affecting access to do-not-call registry data.

18. Assignment

SubscriberVerify may assign all or part of its rights or obligations under this Agreement without notice to Client. Client may not assign this Agreement, in whole or part, without SubscriberVerify's prior written consent.

19. Notices

Any notice from SubscriberVerify to Client will be provided by one or more of the following: through the Platform, by email, or by letter. Client may contact SubscriberVerify by email at [email protected] or by mail at Noc Solutions, LLC, d/b/a SubscriberVerify.com, 3225 McLeod Dr, Suite 110 Las Vegas, NV 89121.

20. Governing Law

This Agreement and any dispute between Client and SubscriberVerify arising out of or related to this Agreement will be governed by the laws of the State of Nevada, without regard to choice-of-law or conflicts-of-law principles that might apply the laws of another jurisdiction.

21. Dispute Resolution; Arbitration; Class Action Waiver

21.1 Binding Arbitration. Client agrees that any dispute, controversy, or claim of any kind between Client and SubscriberVerify shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration may be initiated in the county of Client's domicile or in Clark County, Nevada. Arbitration of any claim below $20,000 shall be conducted virtually. Any arbitration award may be entered as a judgment in any court of competent jurisdiction.

21.2 Class Action Waiver. This Agreement does not waive Client's right to pursue a claim on an individual basis. However, Client agrees that this Agreement prohibits Client from bringing, joining, or participating in any class, collective, or representative action against SubscriberVerify. Any class action claim shall be subject to our written Do Not Call Policy.

Client may opt out of this class action waiver and the arbitration provisions of this Section 21 by providing written notice of that decision within thirty (30) days of the date Client first registers on the Platform, sent to [email protected], or mail to NOC Solutions d/b/a SubscriberVerify, 3225 McLeod Dr, Suite 100 Las Vegas, NV 89121.

CLIENT ACKNOWLEDGES AND AGREES THAT, BY ACCEPTING THESE DISPUTE RESOLUTION PROVISIONS, CLIENT WAIVES ANY RIGHT TO A JURY OR BENCH TRIAL AND ANY RIGHT TO BRING, JOIN, OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR MULTI-PARTY ARBITRATION AGAINST SUBSCRIBERVERIFY, ANY RELATED PERSON, OR ANY SERVICE PROVIDER USED TO PROVIDE THE SERVICE.

22. Severability

If any provision of this Agreement is held invalid, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity or enforceability of any remaining provision.

23. Entire Agreement; Amendment

This Agreement, together with any order form, invoice, or Platform terms incorporated by reference, constitutes the entire agreement between Client and SubscriberVerify regarding the Service and supersedes all prior agreements, understandings, and representations, whether written or oral. SubscriberVerify may amend this Agreement from time to time, with such amendments effective upon posting on the Platform. Client's continued use of the Service after an amendment is posted constitutes Client's acceptance of the amended Agreement.

24. No Third-Party Beneficiaries

This Agreement does not confer any benefit, remedy, claim, or right of reimbursement on any third party, including any end user or consumer whose mobile number is processed through the Service.

25. Contact Us

Questions regarding this Agreement, billing, or technical support may be directed to [email protected].