Enterprise Agreement

This Enterprise Agreement (this "Agreement") is a binding legal agreement between you ("the Customer") and Nineteen58 (Pty) Ltd ("Nineteen58"), and sets forth the terms and conditions under which Nineteen58 will provide the Customer with the Services (as defined below). This Agreement hereby incorporates by reference the Nineteen58 End User Terms of Service, as available at terms.nineteen58.dev and as may be updated from time to time ("User Terms") and any Order Form (defined below) between the Customer and Nineteen58.

By clicking "I accept", entering into an Order Form, or otherwise accessing or using the Services in any way, the Customer represents that: (1) the Customer has read, understands, and agrees to be bound by this Agreement; and (2) the Customer has the authority to enter into this Agreement, as an individual and/or on behalf of the entity that the Customer represents, as applicable. If the Customer is entering into this Agreement on behalf of an entity, then "the Customer" as used herein will refer to such entity. This Agreement will become effective upon the date of the Customer's acceptance hereof (the "Effective Date"). If the Customer does not agree to be bound by this Agreement, the Customer may not access or use the Services.

Recitals

WHEREAS, Nineteen58 has developed, and hosts, operates, and supports, an online platform through which its customers can access and use, and make available to such customers' employees and other personnel for their access and use, infrastructure for building and managing AI-generated phone calling applications (the "Platform"); and

WHEREAS, the Customer desires to access, and Nineteen58 desires to make available to the Customer, access to the Platform and other Services (defined below);

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Nineteen58 and the Customer (each a "Party" and collectively, the "Parties") hereby agree as follows:

1. Definitions

The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement. Capitalized terms used but not defined in this Agreement have the meaning given in the User Terms.

2. Services: Restrictions: Modifications

2.1 Services

Subject to the terms and conditions of this Agreement, Nineteen58 shall provide the Services to the Customer. On or as soon as reasonably practicable after the Effective Date, Nineteen58 shall provide to the Customer the Access Protocols to allow the Customer to access and make the Platform available to the Customer's Authorised Users.

2.2 API License

Subject to the Customer's ongoing compliance with the terms of the Agreement, Nineteen58 hereby grants the Customer a non-exclusive, non-transferable, non-sublicensable, internal use only license to use the API to submit data to and obtain data and other information from the Services.

2.3 Restrictions on Use

The Customer will not (and will not authorize, permit, or encourage any Authorised Users or other third parties to):

• Reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services
• Modify, adapt, or translate the Services
• Resell, loan, lease, distribute, or sublicense the Services or any portion thereof
• Use the Services for the purpose of developing a competing service
• Use the Services in violation of any Applicable Law
• Introduce into any Services any software, virus, worm, "back door," Trojan Horse, or similar harmful code

3. Fees and Payment

3.1 Fees and Payments

The Fees for the Services are assessed as set forth on the applicable Order Form and may include charges assessed on a per-fixed-phone-number basis, per-voice-clone basis, and on a volume-tiered basis. Nineteen58 may update the Fees from time to time by providing at least thirty (30) days' prior written notice to the Customer.

3.2 Payment Terms

All amounts are due and payable to Nineteen58 within ten (10) days from the date of invoice. All Fees are once incurred cannot be reversed or cancelled, and, unless otherwise set forth herein, non-refundable.

3.3 Taxes

All amounts payable under this Agreement are exclusive of sales and use taxes, value added taxes, and all other taxes and duties. The Customer will make all payments of amounts due to Nineteen58 free and clear of, and without reduction for, any withholding taxes.

3.4 Late Payments

In the event the Customer fails to timely or completely pay any amount due Nineteen58, interest at the rate of one and one half percent (1.5%) per month will accrue on all past due amounts. Nineteen58 reserves the right to suspend the Customer's access to the Services if payment has been outstanding for more than thirty (30) days.

4. Term and Termination

4.1 Term

The term of this Agreement begins on the Effective Date and will continue until completion of the initial term agreed upon by the Parties, and upon expiration shall automatically renew for consecutive one-year periods unless either Party provides notice of non-renewal at least thirty (30) days prior to the end of the then current term.

4.2 Termination for Cause

This Agreement may be terminated in the event of a material breach by giving thirty (30) days' prior written notice to the breaching Party; provided that this Agreement will not terminate if the breach has been cured before the expiration of such period.

5. Confidentiality

During the Term, each Party may provide the other Party with certain non-public information that is marked or designated as "confidential" or "proprietary" at the time of disclosure ("Confidential Information"). The Receiving Party will protect the confidentiality of any Confidential Information using at least a reasonable degree of care and will use such Confidential Information only in connection with performance of its obligations under this Agreement.

6. Representations and Warranties; Disclaimer

6.1 Mutual Representations

Each Party represents and warrants that it is duly organized, validly existing, and in good standing, and has the right to enter into this Agreement.

6.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND NINETEEN58 MAKES NO WARRANTIES WITH RESPECT TO THE SAME AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Liability

EXCEPT IN CONNECTION WITH A PARTY'S INDEMNITY OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR CUSTOMER'S FAILURE TO PAY ANY AMOUNTS DUE: (I) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; AND (II) EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

8. Indemnification

Nineteen58 will defend, indemnify, and hold harmless the Customer from any third-party Claims alleging that the use of the Services infringes or misappropriates any third-party Intellectual Property Rights. The Customer will defend, indemnify, and hold harmless Nineteen58 from Claims arising from the Customer's breach of this Agreement or violation of Applicable Law.

9. General Provisions

9.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of South Africa, without regard for choice of law provisions thereof.

9.2 Assignment

Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.

9.3 Entire Agreement

This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements. No modification will be effective unless in writing and signed by authorized signatories of both Parties.

For the complete and detailed Enterprise Agreement, including all definitions, terms, and conditions, please contact our legal team.