Toori Customer Subscription Agreement

Including Addendum 1 (Inbound Call Handling, AI Voice Disclosure, Recording, and SMS Compliance) and Schedule A (Subprocessor List)

Version 1.3. Effective 11 October 2026. This version supersedes version 1.2 (effective 7 October 2026), version 1.1 (effective 6 October 2026), version 1.0 (effective 16 September 2026) and all earlier drafts. Version 1.3 changes Addendum 1 only, so that it describes the Service as it operates: Section 3 quotes the current spoken Standard Disclosure; Section 5.1 describes the current missed-call greeting and invitation text (a Caller continues by text by replying YES to the invitation); and Section 5.11 (Post-Call Confirmation Texts) is added, with a conforming edit to Section 5.8. Version 1.2 added Addendum 1, Section 5.10 (Two-Way Text Conversations), with Anthropic added to Schedule A. Version 1.1 added Section 5.7 (Scale Plan) with conforming edits to Sections 3.3, 5.1 and 5.6. Toori records the version each Customer accepts, together with the date and time of acceptance.

This Customer Subscription Agreement (“Agreement”) is entered into between Toori, Inc., a California corporation (“Toori,” “we,” “us,” or “our”), and the business subscribing to the Service (“Customer,” “you,” or “your”). This Agreement, together with Toori’s Privacy Policy, Addendum 1 (Inbound Call Handling, AI Voice Disclosure, Recording, and SMS Compliance), and the Subprocessor List attached as Schedule A, each incorporated by reference, governs Customer’s access to and use of Toori’s AI receptionist service (the “Service”). By checking the acceptance box presented before you start a paid Plan (the “Start my plan” step in your account), you agree to be bound by this Agreement. If you are accepting on behalf of a business, you represent that you have authority to bind that business to this Agreement. If you do not agree, do not check the box or use the Service.

1. Acceptance and Account Creation

1.1 Clickwrap Acceptance. Creating an account requires the person creating it to affirmatively check an unselected checkbox stating agreement to Toori’s website Terms of Service and Privacy Policy, each presented as a hyperlink opening in a new tab. Separately, before Customer can start a paid Plan, the person acting for Customer must affirmatively check an unselected checkbox stating that they have read and agree to this Agreement, presented as a hyperlink opening in a new tab; the button that begins the Plan remains inactive until that box is checked, and no payment card is collected before it is checked. Toori records, for each account, the timestamp of each acceptance and the version of this Agreement and of the Privacy Policy then in effect.

1.2 Assisted Intake. Where a Toori representative assists Customer in completing business intake information during a scheduled call, the representative may enter information into Customer’s own record at Customer’s direction, but account creation, acceptance of this Agreement, and plan selection are, in every case, actions Customer takes itself; no Toori representative creates an account, accepts this Agreement, or selects a plan on Customer’s behalf.

1.3 Accounts Predating This Agreement. Accounts created before a given version of this Agreement was in effect are not deemed to have accepted that version. Toori will prompt affected account holders to review and accept the current Agreement before continued use of the Service.

2. Definitions

“Agent” means the AI voice application configured by Toori to answer inbound Calls on Customer’s behalf.

“Call” means any telephone call placed to Customer’s business telephone number and handled by the Service, whether answered by the Agent or, on Plans without the Agent, handled through the missed-call flow described in Addendum 1.

“Caller” means the third-party individual placing a Call to Customer’s business telephone number. Callers are not parties to this Agreement.

“Recording” and “Transcript” mean, respectively, the audio recording and the text transcription the Service generates of a Call.

“Consent Records” means the records described in Addendum 1, Section 6.

“Prohibited Data” has the meaning given in Section 7.1.

“Standard Disclosure” means the spoken disclosure described in Addendum 1, Section 3.

“SMS Program” means the missed-call text-back program described in Addendum 1, Section 5.

“Subscription Period” and “Plan” mean, respectively, the monthly billing cycle for the Service and the Standard, Business, or Pro tier Customer has selected as described at toori.ai/plans, or a custom Scale plan as agreed in writing at purchase.

“Subprocessor” means a third-party service provider Toori uses to help deliver the Service, as listed in Schedule A.

3. The Service

3.1 Description. The Service is an AI receptionist that, on Plans that include the Agent, answers inbound Calls placed to Customer’s business telephone number, takes messages, answers routine questions based on the business information Customer provides, books appointments where included in Customer’s Plan, and alerts Customer to urgent matters. Every Call answered by the Agent is recorded and transcribed, and a message and Transcript are made available to Customer after each such Call, subject to Addendum 1.

3.2 Plans. Customer selects a Plan (Standard, Business, Pro, or a custom Scale plan) in its account. Plan features are described at toori.ai/plans or as otherwise agreed at purchase, which are incorporated by reference for feature and fee information; this Agreement governs the legal terms of the subscription regardless of Plan selected. The Standard Plan does not include the Agent: it consists of the missed-call handling and SMS Program described in Addendum 1, in which unanswered calls to Customer’s business line are greeted, offered voicemail, and followed by the text-back invitation, with the voicemail delivered to Customer. Where this Agreement refers to the Agent, Recordings, or Transcripts, those references apply to the Standard Plan only to the extent that Plan produces them. Customer may change its Plan at any time before go-live and, once live, in accordance with Toori’s then-current Plan-change process.

3.3 Agent Build and Audition. On Plans that include the Agent, following Customer’s business intake submission Toori builds Customer’s Agent and provides a test telephone number so Customer can hear and evaluate the Agent before any charge is made. On Plans with a free trial, the build and audition take place during the free trial described in Section 5.6, and no charge is made until that trial ends. On the Scale Plan, the build and audition take place in the first days of the Plan, and the refund window in Section 5.7 covers that period.

4. Term and Termination

4.1 Term. This Agreement begins on the date Customer accepts it and continues on a month-to-month basis, renewing automatically for successive one-month Subscription Periods, until terminated as described in this Section. The Service is offered with no long-term contract and no minimum commitment period.

4.2 Termination by Customer. Customer may cancel its subscription at any time, effective at the end of the then-current Subscription Period, through Customer’s account settings or by written notice to Toori. Cancellation is a single action; Toori does not charge an early-termination fee, require a notice period beyond the remainder of the current Subscription Period, or condition cancellation on removing any configuration item from the account.

4.3 Termination by Toori. Toori may suspend or terminate Customer’s access to the Service (a) for non-payment, subject to the invoicing and grace-period provisions of Section 5, or (b) if Toori determines, in its reasonable discretion, that Customer has materially breached this Agreement, including the Acceptable Use, Prohibited Data, or Addendum 1 provisions, and has not cured that breach within a reasonable period after notice, or (c) immediately, if continued provision of the Service would expose Toori to a good-faith risk of legal liability or violate applicable law.

4.4 Effect of Termination. Upon termination, Customer’s access to the Service ends, and Toori will handle Customer’s account data as described in Section 9 and Toori’s Privacy Policy, including the 30-day post-deletion data-handling commitment described there.

5. Fees and Payment

5.1 Fees. Fees for each Plan are posted at toori.ai/plans or as agreed at purchase and charged on a monthly basis for each Subscription Period. When starting a Plan, Customer will provide a valid payment card and billing information and authorizes Toori to charge that card for all fees due under the selected Plan, beginning as described in Section 5.6 or, for the Scale Plan, Section 5.7.

5.2 Non-Refundable. All fees are non-refundable except as required by applicable law or as this Agreement expressly provides.

5.3 Automatic Payment. Customer authorizes Toori and any billing agent acting on Toori’s behalf to charge Customer’s card on file for fees as they become due, and to continue reasonable collection attempts consistent with Section 5.4, subject to Toori’s suspension and termination rights for non-payment.

5.4 Late Payment and Grace Period. If an automatic charge fails, Toori will issue an invoice with a 14-day due date. If the invoice remains unpaid after that date, Customer will have a 7-day grace period before Toori suspends the Service. A late payment fee equal to the lesser of 10% of the past-due amount or the maximum permitted by law may apply to amounts not paid by the due date.

5.5 Fee Changes. Toori may change its fees by posting updated pricing at toori.ai/plans; because a fee change is a material change to Customer’s subscription, Toori will also provide email notice to the account holder before a fee change takes effect for that account, consistent with Section 16. The new rate applies beginning with Customer’s next Subscription Period after the notice period has run.

5.6 Free Trial. Each Plan other than the Scale Plan begins with a free trial of fourteen (14) days, starting on the day Customer starts the Plan and provides a payment card. No charge is made during the trial. Unless Customer cancels before the trial ends, Toori will charge the card on file for the first Subscription Period on the day after the trial ends (day 15), at the Plan price shown to Customer when the Plan was started, and monthly thereafter under Section 5.3. Customer may cancel at any time during the trial through Customer’s account settings or by written notice to Toori, in which case no charge is made. Toori will send a reminder to the account email address before the trial ends, stating the date and amount of the first charge and how to cancel. The trial applies once per Customer business; Toori may decline a trial for an account that has previously used one.

5.7 Scale Plan. Section 5.6 does not apply to the Scale Plan. The Scale Plan is charged for the first Subscription Period on the day Customer starts the Plan and provides a payment card, at the Plan price shown to Customer when the Plan was started, and monthly thereafter under Section 5.3. If Customer notifies Toori in writing within seven (7) days of starting the Scale Plan that the Service is not suitable for Customer’s business, Toori will refund the fee for that first Subscription Period in full and the Plan ends on the date of the refund; this is the sole exception to Section 5.2 for the Scale Plan. The refund applies once per Customer business. After the seven-day period, Section 4.2 governs cancellation.

6. Customer Responsibilities

Customer is responsible for (a) the accuracy and currency of the business information it provides during intake, including hours, services, pricing rules, and escalation preferences; (b) having the authority to forward or route its business telephone number to the Service; (c) using the Service only for lawful purposes and in compliance with applicable law, including Addendum 1; (d) maintaining the confidentiality of its account credentials and all activity under its account; and (e) promptly notifying Toori of any change in its business that could affect the sufficiency of the Standard Disclosure or Customer’s own compliance obligations, including any change bringing Customer into a regulated category such as healthcare or financial services.

7. Prohibited Data; HIPAA

7.1 Prohibited Data. “Prohibited Data” means data subject to heightened legal protection, including Protected Health Information under HIPAA, payment card data subject to PCI DSS, and biometric identifiers under applicable state law. Customer will not submit, or direct Callers to provide, Prohibited Data through the Service, except to the extent the parties have entered into a separate written agreement (such as a Business Associate Agreement) expressly covering that category of data, in which case that agreement controls to the extent of any conflict with this Agreement.

7.2 HIPAA Disclaimer. Toori does not act as a “Business Associate” as defined under HIPAA and disclaims any such role unless the parties have separately executed a Business Associate Agreement. Customer, not Toori, is responsible for determining whether its use of the Service triggers obligations under HIPAA or similar healthcare-privacy laws, and for not directing Protected Health Information to the Service absent a Business Associate Agreement, even where a Caller volunteers such information unprompted on a recorded line.

8. AI Voice, Call Recording, and SMS Compliance

Every Call answered by the Service is recorded and transcribed, and opens with the Standard Disclosure described in Addendum 1. The SMS Program described in Addendum 1, Section 5 is available on the terms set out there. Addendum 1 (Inbound Call Handling, AI Voice Disclosure, Recording, and SMS Compliance), attached as Part II of this Agreement, is incorporated into and forms a binding part of this Agreement. In the event of a conflict between this Section 8 or Addendum 1 and any other part of this Agreement regarding Customer’s use of the Service for inbound call answering, recording, or SMS messaging, Addendum 1 controls.

9. Data Ownership

9.1 Customer Data. As between the parties, Customer owns the business information it provides to Toori and the content of its Calls. Toori claims no ownership interest in Customer’s business data or in the substance of any specific Call or Transcript.

10. Intellectual Property

10.1 Toori’s Rights. Toori and its licensors own all right, title, and interest in the Service, including the Agent, underlying models, algorithms, and platform, and all intellectual property therein. Except for the limited license granted below, no rights in the Service are transferred to Customer.

10.2 License to Customer. Subject to Customer’s compliance with this Agreement, Toori grants Customer a limited, non-exclusive, non-transferable, revocable license to use the Service for Customer’s internal business purposes.

10.3 Feedback. If Customer provides Toori with feedback or suggestions about the Service, Customer grants Toori a perpetual, irrevocable, royalty-free license to use and incorporate that feedback without obligation to compensate Customer.

10.4 Use of Customer Name. Toori may identify Customer as a user of the Service, including in marketing materials and case studies, using Customer’s name and logo, until Customer revokes that permission by written notice, after which Toori will discontinue new uses of Customer’s name and logo within a reasonable time.

11. Warranty Disclaimer

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TOORI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TOORI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY AGENT RESPONSE WILL BE ACCURATE. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO CUSTOMER.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOORI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, OR DATA. TOORI’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES CUSTOMER PAID TOORI IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE, OR (B) ONE HUNDRED DOLLARS ($100). THIS LIMITATION DOES NOT APPLY TO CUSTOMER’S INDEMNIFICATION OBLIGATIONS OR VIOLATIONS OF TOORI’S INTELLECTUAL PROPERTY RIGHTS.

13. Indemnification

13.1 By Customer. Customer will indemnify, defend, and hold harmless Toori and its officers, directors, employees, and agents against losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising from Customer’s use of the Service, Customer’s violation of this Agreement (including Addendum 1) or applicable law, or Customer’s violation of a third party’s rights.

13.2 By Toori. Toori will defend Customer against any third-party claim that the Service, as provided by Toori and used in accordance with this Agreement, infringes that third party’s intellectual property rights, and will pay damages finally awarded against Customer (or settlement amounts Toori agrees to) in connection with such a claim, except to the extent the claim arises from (a) modifications to the Service not made by Toori, (b) combination of the Service with products or data not provided by Toori, or (c) Customer’s use of the Service in breach of this Agreement. This indemnity is Customer’s exclusive remedy for a third-party intellectual property claim and is subject to the limitations in Section 12.

14. Confidentiality

Each party may receive non-public information of the other party in connection with this Agreement (“Confidential Information”). Each party will use the other’s Confidential Information only to perform its obligations or exercise its rights under this Agreement and will protect it using at least the same degree of care it uses for its own confidential information of similar importance, but no less than reasonable care. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known before disclosure, or is independently developed without use of the disclosing party’s Confidential Information.

15. Data Security

Toori maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer’s data against unauthorized access, use, or disclosure. Toori uses a limited set of third-party Subprocessors to help deliver the Service, listed together with their function and the data each processes in the Subprocessor List attached as Schedule A, which Toori may update from time to time consistent with that schedule. Customer remains responsible for securing its own account credentials and for all activity under its account.

16. Modifications to This Agreement

Toori may modify this Agreement from time to time. For any material change, Toori will provide email notice to the account holder before the change takes effect. Continued use of the Service after a non-material change takes effect, or after the effective date stated in a material-change notice, constitutes acceptance of the updated Agreement. If Customer does not agree to a material change, Customer’s remedy is to cancel under Section 4.2 before the change takes effect.

17. Dispute Resolution

17.1 Arbitration. Except as provided in Section 17.2, any dispute, claim, or controversy arising out of or relating to this Agreement or the Service will be resolved by binding arbitration administered by JAMS under its then-current Comprehensive Arbitration Rules and Procedures (or, if the amount in controversy and nature of the dispute qualify, JAMS’s Streamlined Arbitration Rules), before a single arbitrator, seated in Alameda County, California. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.

17.2 Exceptions. Either party may (a) bring a qualifying claim in small claims court, or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights or confidentiality obligations under Section 14.

17.3 Class Action and Jury Trial Waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO BRING OR PARTICIPATE IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) may proceed in court in Alameda County, California, and the remainder of this arbitration provision remains in effect for all other claims.

18. Governing Law and Venue

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. For any matter properly brought in court under Section 17.2, the state and federal courts located in Alameda County, California have exclusive jurisdiction and venue, and each party consents to personal jurisdiction there.

19. Export Control

Customer represents that it is not located in a country subject to comprehensive U.S. government sanctions and is not a prohibited party under applicable export control laws, and will not use the Service in violation of U.S. export control laws or regulations.

20. General Provisions

20.1 Assignment. Customer may not assign this Agreement without Toori’s prior written consent. Toori may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

20.2 Severability. If any provision of this Agreement is found unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remainder of this Agreement will remain in full force and effect.

20.3 Survival. Sections relating to Intellectual Property, Indemnification, Limitation of Liability, Confidentiality, Governing Law, and Dispute Resolution, and any other provisions that by their nature should survive, will survive termination of this Agreement.

20.4 Force Majeure. Neither party is liable for delay or failure to perform (excluding payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of war or terrorism, labor disputes, and internet or network failures.

20.5 Notices. Notices to Toori must be sent to the contact information in Section 21. Notices to Customer will be sent to the email address associated with Customer’s account.

20.6 Entire Agreement; Order of Precedence. This Agreement, together with the Privacy Policy, Addendum 1, and Schedule A, is the entire agreement between the parties regarding the Service and supersedes any prior agreements on the subject. In the event of a conflict specifically regarding inbound call handling, recording, or SMS messaging, Addendum 1 controls over the body of this Agreement.

21. Contact Information

Toori, Inc., 455 Market St Ste 1940 Num 458240, San Francisco, CA 94105.

Customer service contact: [email protected].

PART II: ADDENDUM 1

INBOUND CALL HANDLING, AI VOICE DISCLOSURE, RECORDING, AND SMS COMPLIANCE

This Addendum is incorporated into and forms part of the Customer Subscription Agreement between Toori, Inc. (“Toori”) and Customer. Capitalized terms not defined here have the meanings given in the Agreement. In the event of a conflict between this Addendum and the body of the Agreement regarding Customer’s use of the Service for inbound call answering, AI voice interaction, recording, or SMS messaging, this Addendum controls.

1. Scope

This Addendum applies to all use of the Service involving inbound telephone calls answered by Toori’s AI voice agent on Customer’s behalf, including message-taking, question-answering, appointment booking, urgent-matter escalation, call recording and transcription, and the missed-call SMS text-back program described in Section 5. This Addendum does not address, and does not authorize, outbound telemarketing, batch calling, or automated outbound texting; Customer’s use of the Service is limited to inbound call handling and the reactive SMS program described below unless the parties separately agree in writing to additional functionality, in which case a separate addendum covering outbound consent, do-not-call, and calling-hours requirements will apply.

2. Regulatory Framework

The Service is subject to the Telephone Consumer Protection Act, 47 U.S.C. § 227 (“TCPA”), regulations of the Federal Communications Commission at 47 C.F.R. § 64.1200, the California Invasion of Privacy Act (“CIPA”), and other applicable federal and state wiretapping, eavesdropping, call-recording, and consumer-protection laws (collectively, “Applicable Communications Laws”). Customer is solely responsible for compliance with all Applicable Communications Laws to the extent they apply to Customer’s specific business, callers, and geographic reach, except as expressly allocated to Toori in this Addendum.

3. AI Voice Disclosure: Standard Disclosure Provided by Toori

1. Toori configures the Service so that every call answered by the AI voice agent opens with a standard spoken disclosure, delivered before any Caller audio is captured or processed, identifying the business and disclosing that the call is being recorded and that the Caller is speaking with an AI assistant (the “Standard Disclosure”). The current spoken Standard Disclosure states substantially: “Thank you for calling [Business name]. This is [agent name], an AI assistant, and this call is being recorded. How can I help you today?”

2. Toori is responsible for the technical implementation and consistent delivery of the Standard Disclosure at the start of every answered call, and for providing Customer with the current disclosure text in effect for Customer’s account.

3. Customer is solely responsible for confirming, before activating the Service and periodically thereafter, that the Standard Disclosure is legally sufficient for every jurisdiction in which Customer’s Callers may reasonably be located, and for Customer’s own industry (for example, healthcare or financial-services callers may be subject to disclosure requirements beyond the Standard Disclosure). Before activating the Service, Customer must affirmatively confirm, through the account setup process, that it has made this determination, checking the box: “I’ve confirmed that this disclosure works for my business and area.” If Customer determines the Standard Disclosure is insufficient for its locality or business, Customer must notify Toori in writing so the parties can agree on a modified disclosure or supplemental measures before continued use.

4. Nothing in this Section relieves Customer of any obligation under Applicable Communications Laws to obtain consent beyond what the Standard Disclosure provides, including any consent specific to the subject matter of a particular call.

5. Toori’s provision of the Standard Disclosure is a default configuration offered for Customer’s convenience and does not constitute legal advice or a representation or warranty that the Standard Disclosure satisfies Applicable Communications Laws in any particular jurisdiction or for any particular business. Legal standards governing AI-voice disclosure, call recording, and consent, including under state wiretapping and consumer-protection laws, continue to evolve and are subject to differing judicial and regulatory interpretation. Claims arising from the legal sufficiency of the Standard Disclosure for Customer’s specific jurisdiction, industry, or Caller base are subject to Customer’s indemnification obligations under Section 13.1.

4. Call Recording and All-Party Consent States

1. Every call answered by the Service is recorded and transcribed by default as part of the Standard Disclosure mechanism described in Section 3; Customer may not disable recording for individual calls, since the Standard Disclosure is Toori’s means of providing notice to Callers.

2. In states requiring the consent of all parties to a recorded call, the Standard Disclosure is intended to provide notice at the start of the call, and a Caller’s continued participation after hearing it is intended to constitute consent. Customer is responsible for evaluating, for its own jurisdictions and Caller base, whether that notice-and-continued-participation model satisfies applicable all-party-consent requirements, and for implementing any additional measures Customer’s own counsel determines are necessary.

3. The current version of the Service does not support real-time, mid-call recording opt-out for a Caller who objects after the Standard Disclosure. If a Caller objects to being recorded, Customer should provide Callers with an alternative, non-recorded means of reaching Customer’s business.

5. Missed-Call SMS Text-Back Program

5.1 Message Flow. On the Standard Plan, when a call to Customer’s business line goes unanswered, the Service plays a greeting that identifies Customer’s business, offers voicemail, and states that the Caller will be sent a text message at the number they called from. After the call ends, the Service sends the Caller a single invitation text message, identified as described in Section 5.6, inviting the Caller to continue by text by replying YES and stating how to opt out. No further text is sent to the Caller unless the Caller replies. Any voicemail left is delivered to Customer together with the Caller’s number.

5.2 Nature of Program. The single invitation text is sent as a response to the Caller’s own inbound call attempt and is treated as informational and transactional in nature rather than telemarketing; it is not part of an automated marketing or advertising campaign.

5.3 Account-Specific Configuration. If Customer’s account is configured with a different greeting, disclosure wording, or invitation sequence, that configuration and its specific consent language will be documented in Customer’s account record and, for that account, supersedes Section 5.1 to the extent they differ. Toori will not remove the spoken text-message disclosure from the greeting, or send more than one invitation text per unanswered call, under any such configuration.

5.4 Registration Cooperation and Authorization. Customer will provide Toori with Customer’s legal business name, taxpayer identification number (EIN or equivalent), business address, and any other information reasonably required for Toori, directly or through its subcontractors, to complete telecommunications carrier and messaging registrations applicable to Customer’s use of the SMS Program, including without limitation A2P 10DLC brand and campaign registration. Customer appoints Toori as its authorized agent solely for the purpose of preparing and submitting those registrations on Customer’s behalf, under whichever registration architecture applies to Customer’s account under Section 5.5.

5.5 Registration Architecture. Toori may register and operate the SMS Program under (a) a platform-level brand and campaign registered by Toori that covers multiple Toori customers, (b) a brand and campaign registered specifically for Customer under Toori’s own telecommunications account, using the information Customer provides under Section 5.4, or (c) a combination or sequence of the foregoing as Toori’s registration approach evolves. This Addendum applies regardless of which registration architecture is in effect for Customer’s account at a given time, and Toori may move Customer’s account between architectures without amending this Agreement.

5.6 Sender Identification. Customer consents that SMS messages sent through the Service may identify Toori as the sender of record together with Customer’s business name, in a format substantially similar to: “Toori on behalf of [Business Name]: We missed your call…” Toori may update this format as needed to satisfy carrier, registry, or regulatory requirements, provided the format continues to identify both Toori and Customer’s business to the Caller.

5.7 Availability Conditioned on Carrier Approval. The SMS Program, and any feature of the Service that depends on it, becomes available to Customer’s account only upon completion of the carrier and messaging registrations applicable to that account under Section 5.5. Toori does not guarantee the timing or outcome of any such registration. A delay, rejection, suspension, or other carrier or registry action affecting a registration is not a breach of this Agreement by Toori, does not entitle Customer to a service credit, refund, or termination right on that basis, and does not affect Customer’s rights or obligations with respect to any other part of the Service.

5.8 Compliance Pass-Through. Customer will not use, and will not direct or permit any Caller-facing use of, the SMS Program for marketing, advertising, or other content beyond what Sections 5.1 to 5.3, 5.10 and 5.11 describe, without separately obtaining whatever consent Applicable Communications Laws require for that purpose. Customer acknowledges that opt-out requests, including a reply of “STOP” or a similar word, are honored automatically by the Service.

5.9 Revocation. A Caller may revoke consent to further texts at any time by any reasonable means, including replying STOP or a similar word, or a verbal request during a call. Toori will process such revocation requests in the ordinary course of operating the Service; Customer must not direct further texts to a Caller who has revoked consent.

5.10 Two-Way Text Conversations. Where a Caller replies to the invitation text described in Section 5.1, or sends a text message to Customer’s Toori number on their own initiative, the Service may respond with text messages composed by Toori’s AI agent on Customer’s behalf, drawing on the business information Customer provided during intake and, where Customer’s Plan and calendar connection allow, booking, rescheduling or cancelling appointments. Each such conversation (a) begins with a reply that identifies the sender as an automated assistant from Toori for Customer’s business, (b) consists only of replies to messages the Caller sent, so that no text is ever initiated by the Service to a Caller who has not called or texted Customer’s number, (c) is limited to a reasonable number of replies per Caller per day and to the monthly allowance of text conversations included in Customer’s Plan as described at toori.ai/plans, past either of which the Caller’s messages are forwarded to Customer instead of being answered, at no additional charge, and (d) honors the opt-out keywords described in Sections 5.8 and 5.9. The Service notifies Customer by text or email when a text conversation results in a booking, an urgent matter, or a request to speak with a person. Customer acknowledges that AI-composed replies are generated automatically from Customer’s intake information and may contain errors; Customer is responsible for keeping that information accurate under Section 6 of the Agreement and may review every text conversation on its dashboard. Message content in these conversations is processed by the Subprocessor listed for that purpose in Schedule A.

5.11 Post-Call Confirmation Texts. On Plans that include the Agent, after a Call answered by the Agent, the Service may send the Caller one text message, from Customer’s Toori number and identified as described in Section 5.6, confirming the outcome of that Call: an appointment that was booked or requested, that an urgent matter has been passed to Customer, or that Customer will call back. The text is sent only to the number the Caller called from, no more than once per Call, in response to the Caller’s own Call, and includes opt-out instructions. Customer chooses in its intake whether these texts are sent. They are informational and transactional in nature, are not part of a marketing or advertising campaign, and are subject to Sections 5.8 and 5.9.

6. Consent Records

Toori maintains a record of the Standard Disclosure delivered on each call and the timestamp of any affirmative SMS opt-in, as part of the Service’s ordinary operation. Customer may request a copy of these records for its own compliance documentation.

7. Prohibited Data

Customer must not use the Service to collect, or direct Callers to provide, Prohibited Data as defined in the Agreement, except to the extent Customer and Toori have a separate written agreement (such as a Business Associate Agreement) covering that category of data.

8. Customer Representations

Customer represents that (a) it has the authority to forward or route its business telephone line to the Service, (b) it will use the Service only for its own legitimate business communications with its own current or prospective customers, (c) it will promptly inform Toori of any change in its business (including any change bringing it into a regulated category such as healthcare or financial services) that could affect the sufficiency of the Standard Disclosure or Customer’s own consent obligations under Section 3, and (d) the legal name, taxpayer identification number, business address, and other information it provides under Section 5.4 for carrier and messaging registration purposes is accurate and current, and it will promptly notify Toori of any change to that information.

SCHEDULE A: SUBPROCESSOR LIST

This Schedule lists the Subprocessors Toori currently uses to help deliver the Service, referenced in Section 15 (Data Security). Toori may update this Schedule from time to time to reflect changes in its Subprocessors.

Subprocessor | Function | Data processed |

|, |, |, | | Supabase | Account authentication, database hosting, serverless functions | Accounts, consent and acceptance records, business intake answers, call and booking records | | Twilio | Telephone numbers, call routing, voicemail recording, SMS delivery (A2P 10DLC) | Caller numbers, call metadata, voicemail recordings, text message content | | Retell AI | AI voice agent hosting and call handling; uses large-language-model providers (currently Anthropic) as its own subprocessors | Call recordings, transcripts, agent configurations | | Anthropic | Large-language-model provider that composes the AI agent’s text-message replies (Addendum 1, Section 5.10); engaged directly by Toori for text conversations and by Retell AI for voice calls | Text message content, the business’s agent configuration, and conversation summaries | | Stripe | Payment processing, subscription billing, customer billing portal | Payment card data (held by Stripe; Toori never stores card numbers), billing name and address, invoice history | | Cal.com | Appointment scheduling, where booking is included in Customer’s Plan | Appointment times, Caller name and phone number for a booking, Customer’s connected calendar availability | | Resend | Transactional email delivery | Email notifications to account holders | | Microsoft 365 | Company mailbox | Support and business correspondence | | Google | OAuth sign-in | Sign-in verification data for account holders who choose Google sign-in | | Cloudflare | DNS, hosting, cookieless web analytics | Aggregate, non-identifying site traffic data; DNS and hosting infrastructure |, , , , , , , , , , , , , , , , , , , , , , ,