Terms of Service

1. Acceptance of Terms

You hereby agree to accept these Terms by opening an Account under a username. Once you accept these Terms you are bound by them until they are terminated. See Section 14 (Term and Termination).

You also agree to abide by other CurrentClient policies, including our Privacy Policy, which explains what information we collect and how we protect it, and any Data Processing Addendum (“DPA”) executed by the parties, each of which is expressly incorporated into and forms part of these Terms.

In addition to these Terms, supplemental terms may apply to certain features or Services (“Supplemental Terms”). If there is a conflict between Supplemental Terms and these Terms, the Supplemental Terms control for that conflict.

2. The Services

a. What We Provide

The Services include a cloud-based communications platform built for financial advisory firms, providing business SMS/MMS messaging, VoIP phone with call routing and IVR, AI-assisted features (including call transcription, AI Voice Agent, and smart nudges), outreach automation, and integrations with third-party CRM, archiving, and compliance platforms (collectively, the “Services”). The specific features available to you depend on the subscription plan and add-ons selected.

b. Access & License

Subject to your compliance with these Terms and timely payment of all applicable fees, CurrentClient grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable right to use the Services solely for your internal business operations in the manner described in these Terms and the Documentation. You acknowledge and agree that you are only being granted a right to use the Services and nothing is being sold to you. You do not acquire any ownership interest in the Services under these Terms. We reserve all rights not expressly granted herein.

c. Authorized Users

You may authorize your employees, contractors, and other firm personnel to use the Services under your Account (“Authorized Users”) up to any seat limit in your Order Form. You are responsible for all acts and omissions of your Authorized Users as if they were your own. You shall require that all Authorized Users keep login credentials strictly confidential and promptly revoke access for any Authorized User who no longer requires it or has violated these Terms.

d. Use by Affiliates

Each of your Affiliates is entitled to access and use the Services in accordance with these Terms, provided that you remain responsible to CurrentClient for the actions and omissions of each Affiliate and their Authorized Users. “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with you, where “control” means ownership of fifty percent (50%) or more of the voting equity or equivalent voting interests.

e. Account Security

You are exclusively responsible for the security and confidentiality of your Account credentials and for all use of the Services under your Account. You may not share your Account or password with anyone. CurrentClient will not be responsible for any loss, damage, or liability if Account information is not kept confidential by you or your Authorized Users, or if credentials are correctly provided by an unauthorized third party that has obtained them. You agree to notify CurrentClient immediately at legal@currentclient.com of any actual or suspected unauthorized use of your Account.

f. Service Updates & Beta Features

You understand that the Services will evolve from time to time. CurrentClient may update the Services with or without notice, including adding or removing features, products, or functionalities. CurrentClient may also provide access to pre-release or beta features (“Beta Features”), which are provided “AS IS”, are experimental in nature, and may be modified, broken, or removed at any time with or without notice.

g. Support

CurrentClient provides technical support through its standard support channels accessible at currentclient.com/learn and via in-app support tools.

h. Service Levels

CurrentClient aims to maintain uptime for the Services at 99.9%. Where applicable, CurrentClient passes through its providers’ SLA commitments but does not independently warrant such uptime. In the event of a prolonged service disruption, your remedy is as set forth in Section 14.

i. Communications

By registering for an Account or using the Services, you agree to receive certain electronic communications from us, including via email and in-app notification. Such communications may include operational notices, product updates, account management information, and promotional offers. You may opt out of marketing emails at any time by following the unsubscribe instructions in any such email. Essential account-related communications are not subject to opt-out.

3. Restrictions of Use

You agree not to, directly or indirectly, and will not permit any Authorized User or third party to:

• do anything with the Services other than use them for your own internal business purposes as intended under these Terms, including not license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Services or any portion thereof;
• use the Services to help develop, or provide to any third party, any product or service substantially similar to or competitive with the Services;
• reverse engineer, decompile, disassemble, duplicate, or otherwise attempt to derive the source code of the Services;
• copy, modify, translate, adapt, merge, create derivative works of, or otherwise use the Services or Content other than as expressly permitted by these Terms;
• remove, alter, or destroy any copyright notices or proprietary markings contained in the Services;
• use any robot, spider, crawler, scraper, avatar, miner, or other automated means to access the Services or extract any data or information from the platform;
• upload viruses, Trojan horses, or other malicious code, or otherwise compromise, bypass, or circumvent the security of the Services;
• disrupt, hinder, or create an undue burden on the Services, connected servers, networks, or technical systems of any provider;
• probe, scan, or test any vulnerabilities of the Services or any connected system or network, or breach any security or authentication protections;
• send spam, unsolicited commercial messages, or messages in violation of applicable law or carrier guidelines, including the TCPA;
• use the Services in violation of the Gramm-Leach-Bliley Act (GLBA) or any other applicable federal, state, or local law or regulation;
• leverage the Services to produce datasets for neural network training, machine modeling, AI fine-tuning, or to develop templates or products for third parties;
• misrepresent or imply that content generated through the Services is in any way provided, sponsored, or endorsed by CurrentClient;
• pretend to be someone else, falsely represent your association with any entity, or access the Services in ways not authorized by these Terms;
• transmit, distribute, publish, or otherwise make available any material that would give rise to criminal or civil liability; or
• engage in any use classified as prohibited or high-risk under applicable AI legislation, including the EU Artificial Intelligence Act or any similar regulation.

In all cases, CurrentClient will determine in its sole reasonable discretion whether any action violates the above restrictions. Violations may result in immediate suspension or termination of your Account. For any use that may pose a real-world risk of harm, CurrentClient reserves the right to contact or cooperate with relevant law enforcement authorities.

4. Creating an Account

a. Registration & Eligibility

To access the Services, you must register and obtain login credentials for an account (“Account”) and provide information as prompted by the registration flow. The Services are available only to individuals who can form legally binding contracts under applicable law. By registering, you represent and warrant that: (i) all registration information you submit is truthful and accurate; (ii) you will maintain and promptly update such information; (iii) you are at least 18 years of age or over the age of majority in your jurisdiction; and (iv) you are not barred from using the Services under the laws of the United States or any other applicable jurisdiction.

b. User Information & Credentials

When you create an Account, you will choose a username and password. You are exclusively responsible for the security and confidentiality of your login credentials and for all use of the Services and related charges under your Account. Each Authorized User must maintain their own credentials and may not share them. You agree to notify CurrentClient immediately of any actual or suspected unauthorized use of your Account or any other breach of security. We reserve the right to remove or change a username or Account in our sole discretion if we determine it to be inappropriate, obscene, or otherwise objectionable.

5. Fees, Subscriptions & Payment

a. Subscription Plans

CurrentClient offers subscription plans and add-ons as described on the pricing page at currentclient.com/pricing, as updated from time to time. Your selected plan and add-ons are set forth in your Order Form.

b. 10DLC Registration Fee

A one-time 10DLC Registration fee per Account as set out on our website is required for all plans and is due at the time of registration. This fee is non-refundable.

c. Billing & Payment

Subscription fees are due and payable in advance at the start of each billing cycle. You consent to CurrentClient charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until cancelled. Fees are due 30 days after the date of any invoice issued by CurrentClient. CurrentClient may charge interest on past due amounts at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less), calculated daily and compounded monthly, and may suspend performance of the Services until all past due amounts and interest have been paid. You are responsible for all sales, use, excise, and similar taxes imposed on amounts payable hereunder.

d. Usage-Based Pricing

Some add-ons include usage-based pricing. If your subscription includes usage-based billing and your usage exceeds any included volume, you will be charged overage fees as indicated at the time of purchase. Usage fees are billed monthly in arrears based on actual usage during the prior billing period.

e. Proration

Seats or add-ons added mid-cycle are prorated based on the number of days remaining in the billing period from the date of activation and billed immediately. Seats or add-ons removed mid-cycle are not prorated; changes take effect at the start of the next billing cycle.

f. Cancellations & Refunds

All purchases are non-refundable except as expressly set forth in Section 14 or as required by applicable law. You can cancel your subscription at any time by logging into your Account. Cancellation takes effect at the end of the current billing term. If your subscription is terminated or your Account closed, you will forfeit any unused credits and will no longer be able to access Account data after the data export window set forth in Section 14(e).

g. Price Changes

We reserve the right to revise subscription fees and to introduce charges for new features. Your costs under any existing subscription will not change until your then-current term expires. We will communicate any price changes in accordance with applicable law. If you do not agree to a price change, you must cancel before it takes effect; otherwise, the new price will apply.

h. Account Suspension

If you have an outstanding, undisputed balance on your Account for more than ten (10) days, we may revoke your access to the Services or terminate your Account without incurring any obligation or liability to you by reason of such suspension. We reserve the right to suspend or reinstate an Account at our sole reasonable discretion.

6. Free Trial

In the event CurrentClient offers a free trial to a new customer, Customer’s Account will not be charged and the full subscription will not activate until you upgrade to a paid plan or the trial expires, whichever occurs first. We may limit features or usage during the trial and reserve the right to modify or discontinue the trial offering at any time. If you do not upgrade prior to trial expiration, access will be suspended and your data will be subject to the export window described in Section 14(e). Notwithstanding any other provision of these Terms, any free trial is provided “as is” and “as available,” without any indemnification or warranty of any kind, and CurrentClient’s total aggregate liability arising out of or relating to a free trial will not exceed one hundred US dollars ($100).

7. 10DLC Registration & Messaging Compliance

a. 10DLC Registration

All customers are required to complete A2P 10-Digit Long Code (“10DLC”) brand and campaign registration before sending business text messages through the Services. CurrentClient facilitates the registration process on your behalf using information you provide. The one-time registration fee is set forth in Section 5(b).

b. Your Responsibilities

You, not CurrentClient, are the “sender” of messages transmitted through the Services for purposes of applicable messaging laws and carrier requirements. You represent and warrant that: (i) all information provided for 10DLC registration is accurate and complete; (ii) your messaging shall comply with applicable carrier guidelines, the CTIA Messaging Principles and Best Practices, and the Telephone Consumer Protection Act (TCPA), including obtaining prior express written consent from recipients before sending marketing messages; and (iii) you will honor opt-out requests promptly and maintain opt-out records. You are solely responsible for message content, TCPA compliance, applicable state telemarketing laws, and all consent and opt-out workflows. CurrentClient’s built-in opt-in tracking and unsubscribe tools are provided as a convenience and do not constitute legal advice or guarantee your compliance.

c. Suspension for Violations

If CurrentClient receives notice from a carrier, regulatory body, or through its own monitoring that your messaging activity is causing or at risk of causing carrier filtering, spam designations, or regulatory violations, CurrentClient may, after reasonable notice where practicable, suspend your messaging capabilities until the issue is resolved. Repeated or willful violations may result in termination of your Account.

8. Archiving & Record-Keeping

a. Platform Retention

CurrentClient retains Communications Data within the Services platform, consistent with its product documentation; if your account is set up as a Medicare agent account, we keep your call recordings on the platform for 10 years (instead of our standard 5-year window). This retention is provided for your operational convenience and does not constitute an archiving service for regulatory record-keeping purposes. “Communications Data” means messages (SMS/MMS), call recordings, voicemails, call logs, AI-generated transcripts and summaries, and related metadata transmitted or generated through the Services by or on behalf of you or your Authorized Users.

b. Archiver Integrations

CurrentClient supports outbound transmission of Communications Data to your configured third-party compliance archiving platform (“Archiver”) listed at currentclient.com/integrations via direct API integration. You are responsible for: (i) selecting, subscribing to, and configuring a compliant Archiver; (ii) ensuring the Archiver connection is properly established and active; and (iii) verifying that Communications Data is being successfully delivered to your Archiver. CurrentClient’s obligation is limited to transmitting Communications Data to the endpoint you designate; CurrentClient does not guarantee the availability, accuracy, or completeness of data received by your Archiver.

c. Communications Conduit; No Archiving Warranty

CurrentClient is a communications conduit, not an archiver of record. CurrentClient makes no representation that use of the Services, standing alone, satisfies any regulatory record-keeping obligation, including FINRA Rule 17a-4, SEC Rule 204-2 under the Investment Advisers Act of 1940, or any other applicable rule. Compliance with all record-keeping requirements is your sole responsibility. You should configure and maintain an appropriate Archiver of record and should not rely on the Services as your sole means of compliance. No advice or information, whether oral or written, obtained from CurrentClient or through the Services will create any record-keeping warranty not expressly stated in these Terms.

d. CRM Integrations

CurrentClient supports integration with third-party CRM platforms that automatically log interactions to your connected CRM. You are responsible for configuring the CRM integration and for your CRM provider’s terms of service. CurrentClient is not responsible for errors, gaps, or losses in CRM-logged data.

9. AI Features

a. Available AI Features

CurrentClient offers AI-powered features including: (i) AI Call Transcription & Summaries, which automatically transcribes and summarizes call recordings; (ii) AI Voice Agent / AI Call Receptionist, an automated system that answers, screens, and routes calls; (iii) AI Smart Nudges, which surfaces follow-up recommendations based on CRM data; and (iv) other AI-assisted tools as may be released from time to time. Available AI features depend on your subscription plan and add-ons.

b. AI Limitations

YOU ACKNOWLEDGE THAT THE SERVICES USE ARTIFICIAL INTELLIGENCE, MACHINE LEARNING, AND NATURAL LANGUAGE PROCESSING TECHNOLOGIES THAT MAY OCCASIONALLY PRODUCE INACCURATE, INCOMPLETE, OR UNEXPECTED RESULTS. AI FEATURES INCLUDED IN THE SERVICES ARE NOT HUMAN AND ARE NOT A SUBSTITUTE FOR HUMAN OVERSIGHT. CURRENTCLIENT DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ERROR-FREE, ACCURATE, OR COMPLETE. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING ALL AI-GENERATED OUTPUTS BEFORE RELYING ON THEM FOR BUSINESS DECISIONS OR AS REGULATORY RECORDS.

CurrentClient does not use the content of your call recordings, transcripts, or messages to train or fine-tune AI models, as further described in Section 10(b).

c. Acceptable Use of AI Features

You agree not to, and not to permit any end client or third party to: (i) submit prompts or inputs designed to circumvent, manipulate, or interfere with the AI Features; (ii) use any AI-generated output to develop, train, or improve a competing artificial intelligence model or service; (iii) rely on any AI-generated output for any automated decision that produces a legal or similarly significant effect on an end client without meaningful human review; or (iv) represent any AI-generated output as human-authored or as reviewed, endorsed, or approved by CurrentClient.

d. Call Recording & Transcription Consent

Many jurisdictions require the consent of one or more parties before a call may be recorded or transcribed. You are solely responsible for obtaining all legally required consents before enabling call recording or AI transcription features, and for disclosing to call participants that a call is being recorded or transcribed where required by applicable law. AI transcription features should not be enabled without the requisite consents in place.

e. AI Voice Agent Disclosures

When deploying the AI Voice Agent or AI Call Receptionist, you are solely responsible for complying with any applicable laws requiring disclosure that a call is handled by an automated system or AI, including applicable TCPA provisions and analogous state laws. Actions taken by the AI Voice Agent or AI Call Receptionist under your Account are attributed to you for purposes of these Terms, and you are responsible for maintaining meaningful human oversight of its activity and for reviewing its actions and outputs before relying on them for any decision affecting an end client.

10. Intellectual Property Rights, Ownership & Grants

a. Our Rights

The Services utilize and contain materials provided by us and our licensors, including all proprietary technology, source code, software, graphics, interfaces, logos, trademarks, service marks, and related content (collectively, “CurrentClient Technology”). CurrentClient and its licensors reserve all ownership and intellectual property rights in all parts of the Services. For purposes of these Terms, “Intellectual Property Rights” means all (i) patents and inventions; (ii) trademarks; (iii) copyrights and copyrightable works, including computer programs and databases; and (iv) all other intellectual property rights, whether registered or unregistered, and all similar or equivalent rights in any part of the world. You acknowledge that no Intellectual Property Rights are assigned or transferred to you hereunder. We reserve all rights not expressly granted in these Terms.

b. Your Data; Rights You Grant Us

When you utilize the Services, all materials and content uploaded to or transmitted via the platform constitute your data (“Your Data”), which includes Communications Data. As between the parties, you own all rights and title in Your Data, including any Intellectual Property Rights. CurrentClient does not claim any ownership of Your Data. By providing Your Data to the Services, you hereby grant CurrentClient a worldwide, royalty-free, sublicensable license to host, store, use, display, reproduce, modify, adapt, transmit, and distribute Your Data solely as necessary to provide, maintain, secure, support, and improve the Services for you, including testing, troubleshooting, and developing features and improvements to the Services. CurrentClient will not use Your Data to train or fine-tune artificial intelligence or machine learning models, and CurrentClient will require any third-party model or service provider that processes Your Data to be bound by the same restriction. Any use of Your Data to improve, develop, promote, or market the Services beyond providing them to you will be conducted only in the aggregated and anonymized form described in Section 10(d) (Aggregated Data). We do not utilize Your Data to obtain customer-specific intelligence for any purpose other than enhancing the Services for you.

c. Feedback

You may voluntarily provide feedback, ideas, suggestions, or other information about CurrentClient or our Services (“Feedback”). You agree that the submission of any Feedback is at your own risk. You hereby grant to CurrentClient a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, sublicensable, and transferable right and license to use, reproduce, perform, display, distribute, adapt, modify, and commercially exploit any Feedback in any manner for any purpose, without attribution or compensation.

d. Aggregated Data

CurrentClient may monitor your use of the Services and collect and compile data and information related to such use in an aggregate and anonymized manner (“Aggregated Data”), including to compile statistical and performance information related to the Services. Aggregated Data is owned by CurrentClient and may be used for operating, developing, promoting, and improving the Services, provided it does not identify you or any individual.

e. Marks

Neither party may use the other’s trademarks, logos, or brand elements without prior written consent, except that CurrentClient may identify you as a customer using your name and logo on its website and in promotional materials unless you provide written notice requesting removal.

11. Third-Party Services

We utilize a variety of tools and technologies offered by third parties, including data storage services, carrier networks, CRM platforms, archiving providers, and AI model providers (collectively, “Providers”). We select our Providers carefully but are not responsible for their actions or omissions. You may be required to accept certain terms and conditions upon use of Provider functionality. Please read Providers’ terms carefully as they constitute a binding agreement between you and such parties. CurrentClient does not warrant or provide direct support for any third-party services and will have no responsibility or liability for the acts or omissions of any Authorized Users in connection with third-party services. CurrentClient may block or disable access to any Provider (in part or in whole) at any time and will provide reasonable notice of known disruptions where practicable.

12. Data Processing, Privacy & Security

a. Privacy Policy & DPA

CurrentClient’s Privacy Policy and, where applicable, the DPA are incorporated into these Terms by reference. To the extent CurrentClient processes personal data on your behalf subject to applicable data protection laws, the DPA governs such processing.

b. Roles of the Parties

Where applicable under data protection laws, you act as the “controller” or “business” and CurrentClient acts as the “processor” or “service provider” with respect to personal data processed in connection with the Services. You are solely responsible for (i) providing all required notices to, and obtaining all required consents from, data subjects whose personal data is submitted to the Services, and (ii) ensuring that your use of the Services and submission of personal data complies with applicable data protection laws.

c. Data Residency

The Services are hosted in the United States. If you access the Services from any other region with laws governing personal data collection, use, or disclosure that differ from applicable U.S. law, your continued use of the Services constitutes your consent to have your data transferred to and processed in the United States.

d. Regulation S-P

CurrentClient maintains policies and procedures consistent with SEC Regulation S-P with respect to the protection of nonpublic personal financial information it receives in connection with the Services. You acknowledge your own independent obligations under Regulation S-P and any other applicable privacy requirements governing the information you transmit through the Services.

e. Security Measures

CurrentClient shall use reasonable physical, technical, and administrative safeguards designed to protect Your Data from unauthorized access, use, or disclosure. CurrentClient is SOC 2 Type II certified and maintains industry-standard security measures appropriate to the nature of the data processed. Additional details regarding our security practices are available at currentclient.com/security and in the DPA.

f. Security Incidents

CurrentClient will notify you within seventy-two (72) hours of becoming aware of any security incident involving unauthorized access to, use of, or disclosure of Your Data. Such notification will include sufficient information to enable you to meet your own notification obligations under applicable law. Notification of a security incident does not constitute an admission of fault or liability by CurrentClient.

13. Confidentiality

a. Definition

“Confidential Information” means information disclosed by one party to the other that is marked as confidential or proprietary, or that ought reasonably to be understood as confidential or proprietary. All CurrentClient Technology, performance information relating to the Services, and the terms and conditions of these Terms (including pricing) are deemed Confidential Information of CurrentClient without any marking or further designation. Confidential Information does not include Your Data, nor does it include information that the recipient already lawfully knew, that becomes public through no fault of the recipient, that was independently developed without use of Confidential Information, or that was rightfully obtained from a third party.

b. Obligations

Each party agrees not to disclose the other’s Confidential Information except to its Affiliates, employees, contractors, and agents who need to know it and have agreed in writing to keep it confidential. The recipient shall use Confidential Information only to exercise its rights and fulfill its obligations under these Terms, while using at least reasonable care to protect it. The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser and cooperating to obtain confidential treatment. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.

c. Survival

Confidentiality obligations survive expiration or termination of these Terms for three (3) years.

14. Term & Termination

a. Term

These Terms commence on the earlier of the date you first open an Account or accept these Terms, and remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Section. Each subscription plan renews automatically on a month-to-month (or annual, as applicable) basis unless cancelled prior to the next billing date.

b. Termination by Us

CurrentClient may terminate these Terms or your Account: (i) immediately and without notice if you have materially breached any provision of these Terms or an Order Form, if CurrentClient is required to do so by law, or if it is commercially impracticable for CurrentClient to continue providing the Services; or (ii) for any reason on thirty (30) days’ prior written notice. If applicable, CurrentClient shall refund you any prepaid amounts on a pro-rata basis for any subscription period remaining after termination.

c. Termination by You

You may cancel your subscription at any time by logging into your Account. Cancellation takes effect at the end of the current billing term. You may also request termination of these Terms by providing written notice to CurrentClient.

d. Effect of Termination

Upon expiration or termination for any reason: (i) all licenses granted to you terminate; (ii) you shall immediately cease all use of the Services; (iii) each party shall return or destroy the other’s Confidential Information; and (iv) all accrued but unpaid fees remain due and payable. CurrentClient will not have any liability whatsoever to you for any termination or suspension.

Your data is retained for as long as the Account is in active status. Data enters an “expired” state when the Account is voluntarily closed. Expired Account data is retained for 1 year. After this period, the Account and related data will be removed. If you wish to voluntarily close your account, you should download your data manually or request an export prior to closing your Account.

If your Account is involuntarily suspended, then there is a 90 day grace period during which the Account shall be inaccessible but may be reopened if you meet any outstanding payment obligations and resolve any terms of service violations.

If you wish to manually backup your data while your Account is suspended, then you must bring your Account to good standing so that the user interface may be available for use. After 30 days, the suspended Account shall be closed at our discretion and the data will enter the “expired” state. It will be permanently removed 1 year thereafter (except when retention is required by law).

e. Data Export & Phone Number Portability

At any time before or within thirty (30) days after termination or Account deactivation, you may download Your Data using the Account export tools. After this period, CurrentClient may delete Your Data in accordance with its standard data retention policies. You are responsible for exporting any data you require before the export window closes. You are strongly encouraged to confirm that your Archiver has captured all Communications Data before closing your Account. You acknowledge that if you delete Your Data during the Term, such data may still reside in CurrentClient’s backup or archive systems. You may also initiate a port-out of phone numbers provisioned through the Services to another provider at any time; CurrentClient will cooperate with a valid port-out request within commercially standard timeframes but does not guarantee successful porting if a number is subject to carrier restrictions.

f. Survival

The following Sections survive any expiration or termination: 10(a)-(b) (IP and data), 5(f) (non-refundable fees), 8(c) (no archiving warranty), 13 (confidentiality), 14(d)-(f) (effect of termination, data export, survival), 16 (indemnity), 17 (disclaimer), 18 (limitation of liability), and 19-22 (general terms).

15. Changes to Terms

These Terms are subject to occasional revision by CurrentClient. When changes are made, CurrentClient will make a new copy available at currentclient.com/terms-of-service and update the “Last Updated” date. For any substantial changes, CurrentClient will also send an email notice to the address on file for your Account Administrator. Any changes will be effective immediately for new users and effective thirty (30) days after posting for existing users, provided that material changes will be effective for registered users upon the earlier of thirty (30) days after posting or thirty (30) days after dispatch of email notice. IF YOU DO NOT AGREE TO ANY CHANGES AFTER RECEIVING NOTICE, YOU WILL STOP USING THE SERVICES. OTHERWISE, YOUR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

16. Indemnity

a. Your Indemnification Obligation

You agree, to the extent permitted by law, to indemnify, defend, and hold harmless CurrentClient, our directors, officers, stockholders, employees, licensors, Providers, and agents (“CurrentClient Parties”) from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or relating to: (i) your access to or use of the Services (except where Losses arise due to CurrentClient’s own actions or omissions); (ii) your breach of these Terms, any rights of another party, or any applicable law or regulation; (iii) your failure to obtain required TCPA or call recording consents; (iv) your failure to comply with applicable regulatory record-keeping obligations; or (v) your gross negligence or willful misconduct. CurrentClient reserves the right, at its own cost, to assume exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with CurrentClient in asserting any available defenses.

b. Indemnification by CurrentClient

CurrentClient will defend, indemnify, and hold harmless you and, as applicable, your officers, directors, employees, contractors, and licensors (collectively, “Subscriber Indemnitees”) from and against any costs and damages (including reasonable attorneys’ fees) that are awarded in final judgment or paid in settlement in connection with any action brought against a Subscriber Indemnitee by a third party based upon a claim that: (i) the Services, as provided by CurrentClient pursuant to these Terms (exclusive of Your Data), infringe any Intellectual Property Rights or misappropriate any trade secret; or (ii) arise from or relate to the gross negligence, willful misconduct, fraud, violation of applicable law, or breach of any representation or warranty by CurrentClient. Subscriber Indemnitees agree to provide CurrentClient reasonable cooperation, at CurrentClient’s expense, in the defense and settlement of such claim, and CurrentClient shall have sole authority to defend or settle such claim, provided no settlement shall require a payment, confession, or admission of fault by any Subscriber Indemnitee, or require any Subscriber Indemnitee to take or refrain from taking any action, without the applicable Subscriber Indemnitee’s prior written consent.

c. IP Infringement Sole Remedy

If your use of the Services is, or in CurrentClient’s reasonable opinion is likely to be, enjoined due to claims specified in Section 16(b)(i), then CurrentClient may at its sole option and expense (without limiting its indemnity obligation): (i) replace or modify the Services to make them non-infringing while maintaining substantially equivalent functionality; (ii) procure for you the right to continue using the Services under these Terms; or (iii) terminate your rights under these Terms with respect to the affected Services and refund you a pro-rata portion of fees paid in advance for the period remaining after termination.

CurrentClient will have no liability for any infringement or misappropriation claim to the extent that it results from: (i) any modification or alteration of the Services by you or your personnel other than as permitted in these Terms, where such claim would not have occurred but for such modification; (ii) your failure to reasonably safeguard login credentials; or (iii) your use of the Services other than as permitted in these Terms or applicable law.

EXCEPT FOR INDEMNIFICATION OBLIGATIONS HEREIN, THE FOREGOING STATES THE ENTIRE OBLIGATION OF CURRENTCLIENT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PERMITTED CONTRACTORS, AND LICENSORS WITH RESPECT TO ANY INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

17. Disclaimer of Warranties

You expressly understand and agree that, to the extent permitted by applicable law, your use of the Services is at your sole risk, and the Services are provided on an “as is” and “as available” basis, with all faults. CurrentClient expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Except as explicitly provided hereunder, CurrentClient makes no representation, warranty, or condition with respect to the Services, including as to quality, effectiveness, uptime, or other characteristics of the Services or those of any Provider. The Services may be subject to delays, interruptions, and other disruptions.

No advice or information, whether oral or written, obtained from CurrentClient or through the Services will create any warranty not expressly made in these Terms.

CurrentClient makes no representation that the Services, standing alone, satisfy the record-keeping requirements of FINRA Rule 17a-4, SEC Rule 204-2, the TCPA, or any other applicable regulatory obligation.

18. Limitation of Liability

a. Disclaimer of Certain Damages

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES.

b. Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY) WILL NOT EXCEED THE GREATER OF (i) $1,000 USD OR (ii) THE TOTAL AMOUNT PAID BY YOU TO CURRENTCLIENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM. THESE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.

Some countries, states, provinces, or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this Section, so the terms herein may not fully apply to you.

c. Exceptions

Sections 18(a) and 18(b) shall not apply to: (i) your indemnification obligations under Section 16; or (ii) damages arising from a party’s gross negligence, willful misconduct, fraud, or violation of applicable law.

19. Governing Law & Dispute Resolution

a. Governing Law

These Terms and all matters arising out of or relating to these Terms are governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

b. Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each, a “Dispute”), the parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one party to the other.

c. Binding Arbitration

If the parties are unable to resolve a Dispute through informal negotiations, the Dispute will be finally and exclusively resolved by binding arbitration. You and CurrentClient agree that any Dispute will be resolved by binding arbitration rather than in court, except for any claim for equitable relief or any claim regarding Intellectual Property Rights (which may be brought in any competent court). The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules then in effect in Wilmington, Delaware, by one arbitrator who will have exclusive authority to resolve any Dispute, including disputes arising out of or related to the interpretation or application of this Section 19.

d. Waiver of Jury Trial

YOU AND CURRENTCLIENT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. YOU AND CURRENTCLIENT ARE INSTEAD ELECTING THAT ALL DISPUTES WILL BE RESOLVED BY ARBITRATION UNDER THESE TERMS.

e. Waiver of Class & Non-Individual Relief

YOU AND CURRENTCLIENT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

20. Export Control

You acknowledge and agree that the Services are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer the Services or any related technology or materials, either directly or indirectly, to any country in violation of such laws and regulations. You represent and warrant that you are not: (a) a resident or national of a country subject to U.S. embargo or sanctions; (b) an entity organized under the laws of such a country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by OFAC or any other applicable governmental authority; nor (d) 50% or more owned by any party so designated. CurrentClient may terminate your Account immediately without liability to comply with applicable export controls and sanctions laws.

21. International Use

The Services can be accessed from countries around the world and may contain references to features and services not available in your country. CurrentClient makes no representations that the Services are appropriate or available for use in locations outside the United States. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law. If you are using the Services from outside the United States, you agree that the location for dispute resolution specified in Section 19 is acceptable to you and that you will not challenge that forum as inconvenient.

22. Miscellaneous

a. Severability & Waiver

If any provision of these Terms is found unenforceable, then that provision will be limited to the minimum extent necessary so that these Terms shall otherwise remain in effect. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Section titles are for convenience only and have no legal or contractual effect.

b. Notice

All notices required or permitted under these Terms will be in writing and will be deemed given when sent by email to legal@currentclient.com or to the Administrator email on file if sent to you, on the date the email is sent during normal business hours, or on the next business day if sent after normal business hours.

c. Assignment

These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without CurrentClient’s prior written consent, and any attempted transfer in violation of the foregoing will be null and void. CurrentClient may assign these Terms and any right or obligation hereunder without consent or notification in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities.

d. Force Majeure

CurrentClient will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

e. Final Terms

These Terms, along with any Order Form on our website executed by you, make up the final, entire, and exclusive agreement between you and CurrentClient with respect to the subject matter hereof and supersede any prior agreements and discussions, written and oral. No purchase order or other document issued by you in respect of the Services shall control, notwithstanding that any such document may have been accepted or performed upon by CurrentClient.

Contact Us

CurrentClient welcomes comments, questions, concerns, or suggestions. Please send us any inquiries at legal@currentclient.com or visit us at currentclient.com.