Terms and Conditions

Version 1.0 · Last updated August 18, 2026

These Terms and Conditions govern the provision of Sig Cloud and related services by Hershel Sigma LLC, a Wyoming limited liability company with a registered office at 32 N Gould St Ste R, Sheridan, WY 82801 ("Provider"), to a business customer ("Client").

Incorporated into the Hershel Sigma Client Services Agreement signed by Provider and Client, and forming part of that agreement. Where the signed Agreement addresses the same subject, the signed Agreement controls. The version in effect on the Effective Date of a Client's Agreement governs that Agreement. Provider may update this page on thirty (30) days' prior written notice, and if an update materially and adversely affects a Client, that Client may terminate without penalty within that period.

1. Services

Provider provides Client with Sig Cloud, Provider's managed AI operations platform for outbound telephony, and, at Client's election by written amendment, additional Hershel Sigma products (collectively, the "Services"). The Services include:

• Dialler Manager. Drop-rate monitoring, dial-level and dialler-ratio supervision, agent wait-time tuning, answering-machine detection oversight, and dead-air detection on Client's dialler instance.
• The Shield. Automated carrier-failure monitoring, caller-ID rotation and number-health management, do-not-call enforcement, pre-upload and nightly lead-list compliance scrubbing, and incident alerting on Client's outbound traffic.
• Closable. Appointment-set call transcription and closer-brief generation, posted to Client's CRM.
• Daily operations oversight. Monitoring of Client's dialler during defined calling hours, configuration tuning, and incident response by Provider personnel.
• Reporting. End-of-day summaries delivered to Client-designated recipients, plus a periodic performance report covering carrier health, drop-rate trend, list quality, and closer-brief coverage.

The exact scope, monitored campaigns, alert recipients, calling hours, and pricing for any given engagement are set out in the signed Agreement between Provider and Client. If any term of the signed Agreement conflicts with these Terms and Conditions, the signed Agreement controls for that engagement only.

Provider may improve, modify, or replace individual components of the platform over time, provided the Services taken as a whole continue to deliver the functions described in the signed Agreement.

2. Term

Unless the signed Agreement provides otherwise, the initial term is ninety (90) days beginning on the Effective Date (the "Initial Term").

After the Initial Term, the Agreement continues on a month-to-month basis until either Party terminates it on thirty (30) days' prior written notice to the other. Notice by email to the addresses stated in the Agreement is sufficient.

Client may not terminate during the Initial Term except for Provider's uncured material breach under Section 8 below.

3. Fees and Payment

Setup fees, recurring service fees, and any add-on fees are stated in the signed Agreement. No fee amounts are published on this page. Unless the signed Agreement provides otherwise:

• Setup fees are invoiced on the Effective Date and are payable within seven (7) days.
• Recurring service fees are invoiced on the first business day of each billing period and are payable within seven (7) days.
• The first recurring fee is pro-rated if the Effective Date does not fall on the first day of a billing period.

Accepted payment methods are ACH, wire transfer, and credit card via Provider's payment processor. Late balances accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Fees are non-refundable except as expressly stated in the Agreement.

Fees are exclusive of taxes. Client is responsible for any sales, use, or similar taxes assessed on the Services, other than taxes on Provider's income.

Client remains directly responsible for all third-party costs it incurs, including carrier, dialler hosting, and CRM charges. Those costs are billed to Client by the relevant vendor and are not part of Provider's fees.

4. Client Responsibilities and Ownership

Client is solely responsible for procuring, funding, owning, and maintaining all underlying telephony, CRM, and lead-source infrastructure used in Client's operations, including without limitation:

• Carrier account. Registered to Client and billed to Client, with all numbers, trunks, toll-free verifications, A2P 10DLC registrations, and SHAKEN/STIR attestation responsibilities under Client's own account ownership.
• Dialler instance. Hosting, licensing, and operating costs.
• CRM. Subscription and Client data.
• Lead data and lead sources. Including all consents, opt-ins, TCPA compliance, do-not-call scrubbing (federal, state, internal, and any carrier-level lists), state telemarketing registrations, and any state or federal licensing required to contact the leads.

Client will provide Provider with the credentials and API access reasonably necessary to perform the Services. Provider will safeguard these credentials with commercially reasonable care, store them only in encrypted form, and use them solely to perform the Services. Client is responsible for promptly notifying Provider of any credential change, and for revoking Provider's access on termination.

Client is responsible for the acts and omissions of its own personnel, agents, and contractors in their use of the Services, and for keeping its designated alert recipients current.

5. Compliance and TCPA

Client is the "calling party" and "seller" under the Telephone Consumer Protection Act, applicable state telemarketing laws (including without limitation the Florida Telephone Solicitation Act and the Texas Business and Commerce Code Chapter 302), and FCC and FTC regulations.

Client is solely responsible for:

• The legality of its lead sources and the consents (express, express written, or established business relationship) on which it relies to place outbound calls;
• Do-not-call list scrubbing at every layer: federal, state, internal, and carrier-level;
• Reassigned Number Database queries on its own lead pool prior to dialing;
• Maintaining required telemarketing registrations, bonds, and surety filings;
• Time-of-day rules, abandonment-rate limits, recording-consent rules, and required call disclosures;
• A2P 10DLC and toll-free verification compliance; and
• Any complaints, carrier disputes, regulatory inquiries, or private rights of action arising from Client's traffic.

Provider's tools, including without limitation the lead-list scrubber and reassigned-number checks, are advisory and operational in nature. They do not constitute legal compliance services, telecommunications consulting, or legal advice. Provider's identification of, or failure to identify, any flagged number or pattern does not relieve Client of its independent compliance obligations.

Notwithstanding the foregoing, Provider will (a) configure its tools to use industry-recognized data sources where Client subscribes Provider as an authorized querying agent, and (b) promptly notify Client of any complaints, suspensions, or formal carrier inquiries that reach Provider in the course of administering Client's infrastructure.

Provider may suspend or decline to perform any portion of the Services that Provider reasonably believes would cause either Party to violate applicable law, on notice to Client.

6. Intellectual Property and License

Provider IP

Provider retains all right, title, and interest in the Sig Cloud software, scripts, configurations, alerting logic, machine-learning models, Provider's training data, and any improvements, derivatives, or know-how developed in the course of performing the Services ("Provider IP"). For clarity, Provider IP includes the Dialler Manager, The Shield, and Closable codebases and any successor or component products, under those names or any later name.

License to Client

During the term of the Agreement, Provider grants Client a non-exclusive, non-transferable, non-sublicensable, revocable license to receive and use the outputs of the Provider IP solely for Client's internal call-center operations. This license terminates automatically on termination of the Agreement.

Client Data

Client retains all right, title, and interest in Client's lead data, call recordings, CRM records, and any data Client provides to Provider ("Client Data"). Provider will not use Client Data except (a) to perform the Services, (b) to improve the platform in aggregated, de-identified form that cannot reasonably be re-associated with Client, and (c) as required by law.

Restrictions

Client will not, and will not permit any third party to: (i) reverse-engineer, decompile, or disassemble Provider IP; (ii) sublicense, sell, rent, or otherwise distribute Provider IP; (iii) remove or alter any proprietary notices; or (iv) use Provider IP outside the scope of the license granted under the Agreement.

Feedback

If Client provides suggestions or feedback about the Services, Provider may use it without restriction or obligation. Feedback is not Client Confidential Information unless Client marks it as such in writing.

7. Confidentiality

Each Party may receive non-public information of the other ("Confidential Information"). The receiving Party will (a) use the same degree of care to protect Confidential Information as it uses for its own, and no less than a reasonable standard, (b) not disclose Confidential Information to any third party except to its personnel and contractors who have a need to know and are bound by similar written obligations, and (c) use Confidential Information only to perform under, or exercise rights under, the Agreement.

Confidential Information does not include information that (i) is or becomes public through no fault of the receiving Party, (ii) the receiving Party already had without a duty of confidentiality, (iii) is rightfully received from a third party without restriction, or (iv) the receiving Party independently develops without use of the disclosing Party's Confidential Information.

If the receiving Party is compelled by law to disclose Confidential Information, it will give the disclosing Party prompt notice where legally permitted, so the disclosing Party can seek protective treatment.

This Section 7 survives termination for two (2) years, except that trade secrets are protected for as long as they remain trade secrets under applicable law.

8. Termination and Survival

Either Party may terminate the Agreement for cause if the other Party materially breaches it and fails to cure the breach within fifteen (15) days after written notice describing the breach. Provider may suspend the Services immediately if Client's fees are more than fifteen (15) days past due, and suspension for non-payment is not a breach by Provider.

On termination:

• Client pays all fees accrued through the effective termination date;
• The license granted in Section 6 ends, and Client ceases all use of Provider IP;
• Provider ceases accessing Client's systems, and Client revokes Provider's credentials;
• Each Party returns or destroys the other's Confidential Information on request, except that each Party may retain one archival copy for audit and compliance purposes, subject to ongoing confidentiality obligations; and
• Sections 3, 4, 5, 6, 7, 10, 11, and 12, together with any accrued payment obligations, survive.

Client Data held by Provider is available for Client export for thirty (30) days after termination, after which Provider may delete it in the ordinary course.

9. Service Levels and Disclaimer

Provider will use commercially reasonable efforts to maintain monitoring and alerting during Client's defined calling hours, as set in the signed Agreement.

The Services are provided "AS IS" and "AS AVAILABLE."

Provider does not warrant uninterrupted operation, freedom from carrier outages, or that the Services will detect or prevent every compliance, technical, or operational issue. Outages or limitations caused by Client's carrier, CRM, dialler host, lead source, or other Client-controlled systems are not Provider's responsibility.

Provider does not guarantee any particular contact rate, answer rate, appointment volume, conversion rate, or revenue outcome. Any performance figures shown in marketing materials are historical results from specific deployments and are not a promise of future performance.

To the maximum extent permitted by law, Provider disclaims all implied warranties, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of Liability

Except for (a) breaches of Section 7 (Confidentiality), (b) Client's payment obligations, or (c) a Party's indemnification obligations under Section 11:

• Neither Party will be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or loss of goodwill, even if advised of the possibility of such damages.
• Each Party's total cumulative liability arising out of or relating to the Agreement will not exceed the fees paid or payable by Client to Provider in the three (3) months immediately preceding the event giving rise to the claim.

These limits apply regardless of the theory of liability, whether contract, tort, strict liability, or otherwise, and apply even if a limited remedy fails of its essential purpose.

11. Indemnification

Client will indemnify, defend, and hold harmless Provider and its officers, members, employees, and contractors from and against any third-party claims, regulatory actions, fines, damages, and reasonable attorneys' fees arising from or related to (a) Client's lead sources and the legality of Client's outbound calling, (b) Client's breach of Section 5 (Compliance and TCPA), (c) Client's failure to maintain required telemarketing registrations, or (d) Client's gross negligence or willful misconduct.

Provider will indemnify, defend, and hold harmless Client from and against any third-party claim that the Provider IP, as delivered and used as permitted under the Agreement, infringes such third party's intellectual property rights.

Procedure

The indemnifying Party's obligations are conditioned on the indemnified Party (i) promptly notifying the indemnifying Party of the claim, (ii) giving the indemnifying Party sole control of the defense and settlement, and (iii) providing reasonable cooperation at the indemnifying Party's expense. The indemnifying Party may not settle a claim in a way that imposes a non-indemnified obligation or an admission of fault on the indemnified Party without that Party's written consent, which will not be unreasonably withheld.

Infringement remedies

If Provider IP is held, or in Provider's reasonable opinion is likely to be held, to infringe, Provider may at its option and expense procure the right for Client to continue using it, modify or replace it so it is non-infringing, or terminate the affected Services and refund any prepaid unused fees for those Services.

12. General Terms

Governing law and disputes

The Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules. Any dispute arising under the Agreement will be resolved exclusively in the state or federal courts located in Sheridan County, Wyoming, and each Party consents to personal jurisdiction and venue there. Each Party waives the right to a jury trial.

Independent contractors

The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, employment, franchise, or agency relationship. Neither Party may bind the other.

Assignment

Neither Party may assign the Agreement without the other's prior written consent, except that either Party may assign it to a successor in a merger, reorganization, or sale of substantially all assets without consent, with prompt notice.

Force majeure

Neither Party is liable for delays or failures caused by events beyond its reasonable control, including carrier outages, regulatory action against third parties, internet failures, natural disasters, and labor disputes, provided the affected Party gives prompt notice and uses reasonable efforts to mitigate.

Notices

Notices must be in writing and are deemed given when sent by email with confirmation of delivery, or by overnight courier with tracking, to the addresses stated in the signed Agreement, or to such other address as a Party designates in writing.

Entire agreement and amendment

The signed Agreement, together with these Terms and Conditions, is the entire agreement between the Parties on its subject and supersedes all prior discussions and writings. The signed Agreement may be amended only by a writing signed by both Parties, with electronic signature acceptable. These Terms and Conditions may be updated by Provider as described at the top of this page.

Waiver and severability

A Party's failure to enforce any provision is not a waiver of that provision. If any provision is held unenforceable, the rest of the Agreement remains in effect, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.

Counterparts and headings

The Agreement may be signed in counterparts, including by electronic signature, each of which is an original. Section headings are for convenience only and do not affect interpretation.

Questions

Questions about these Terms and Conditions: info@hershelsigma.ai. Hershel Sigma LLC, 32 N Gould St Ste R, Sheridan, WY 82801.