Introduction

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These Terms and Conditions ("T&Cs") govern the access and use of the Services provided by Ultimate Tournament Inc., operating as Cobbery ("Cobbery," "Provider," "We," "Our," "Us"). These T&Cs form an integral part of the overall agreement ("Agreement") between Cobbery and the entity identified as the customer in the applicable Order Form and Services Agreement ("Client," "Customer," "You," "Your Organization"). The Agreement includes the Services Agreement entered into between Cobbery and the Client, any applicable Order Forms executed under that Services Agreement, these T&Cs, the Privacy Policy, and any referenced exhibits or attachments.

BY EXECUTING A SERVICES AGREEMENT OR ORDER FORM THAT REFERENCES THESE T&Cs, OR BY ACCESSING OR USING THE SERVICE, YOU, ON BEHALF OF YOURSELF AS AN INDIVIDUAL USER AND ON BEHALF OF THE ORGANIZATION YOU REPRESENT, AGREE TO BE BOUND BY THE ENTIRE AGREEMENT, INCLUDING THESE T&Cs AND OUR PRIVACY POLICY (COLLECTIVELY "Cobbery POLICIES"). THIS INCLUDES, WITHOUT LIMITATION, THE ARBITRATION CLAUSE AND CLASS ACTION WAIVER SET FORTH HEREIN. IF YOU DO NOT AGREE TO ALL TERMS OF THE AGREEMENT, DO NOT ACCESS OR USE THE SERVICE.

DEFINITIONS

• "Agreement" means the Services Agreement, these Terms and Conditions, any applicable Order Forms, the Privacy Policy, and any exhibits or attachments incorporated therein.

• "Client" or "Customer" means the entity identified as the customer in the applicable Order Form and Services Agreement.

• "Cobbery" means Ultimate Tournament Inc., its partners, parent companies, subsidiaries, and affiliates, the provider of the Service.

• "Cobbery Policies" means these Terms and Conditions and the Privacy Policy.

• "Order Form" means a document executed by both Parties identifying the specific Services purchased, fees, term, usage limits, and other commercial details, subject to the Services Agreement.

• "Organization" means the specific instance or account established for the Client within the Service, through which User Accounts access the Service.

• "Provider" means Ultimate Tournament Inc. (operating as Cobbery).

• "Privacy Policy" means the Cobbery Privacy Policy located at [Insert Link to Privacy Policy], as updated from time to time.

• "Service(s)" means the Cobbery website, applications, AI agents, platform features, APIs, support, and related services provided by Cobbery as described in the applicable Services Agreement and Order Form(s).

• "Services Agreement" means the master agreement governing the provision of Services entered into between the Provider and the Client.

• "User" means an individual employee, contractor, or agent authorized by the Client to access and use the Service via a User Account linked to the Client's Organization.

• "User Account" means the individual login credentials assigned to a User to access the Service.

GENERAL INFORMATION

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SECTION 1

1.1 Agreement Binding

The Agreement constitutes a legally binding contract between Cobbery and the Client and governs all access to and use of the Service by the Client and its authorized Users. By accessing or using the Service, you accept and agree to be bound by all terms, conditions, and notices contained or referenced in the Agreement. We may modify these T&Cs from time to time by posting an updated version on the Service or providing notice as specified in the Services Agreement. Your continued use of the Service following such modifications signifies your acceptance of the modified T&Cs, subject to the terms of the Agreement. The Client and its Users are responsible for periodically reviewing these T&Cs.

1.2 Changes to Service and/or T&Cs

Cobbery reserves the right to change, modify, update, discontinue, remove, revise, delete or otherwise change any portion of the Service or these T&Cs, in whole or in part, at any time, subject to the terms of the Agreement. For material changes to these T&Cs, we will provide notice as described in Section 1.1 or as otherwise required by the Services Agreement. If you access or use the Service after changes have been posted, you will be deemed to have accepted such changes. The most current version of these T&Cs will be available on the Service. If you do not agree with these T&Cs or any subsequent update, your sole remedy is to cease using the Service as permitted under the Agreement.

1.3 Privacy Notice

Please review our Privacy Policy found at **https://cobbery.com/privacy** (or successor URL) to understand our practices regarding the collection, use, and disclosure of information.

ELIGIBILITY, OBLIGATIONS & CONDUCT

SECTION 2

2.1 Eligibility

To be eligible to use a Cobbery User Account, a User must: (a) be at least 18 years of age; (b) possess the valid email address associated with their User Account; and (c) be authorized by the Client Organization associated with the User Account, in accordance with the Agreement. Access to and use of the Service is expressly conditioned upon a valid and active Services Agreement and applicable Order Form(s) between Cobbery and the Client.

2.2 Location of Users and Legal Compliance

Users may access the Service only from locations where the Service may legally be offered. The Client and its Users are subject to all applicable laws, statutes, regulations, and rules of the city, state, province, and country in which they are located and from which they access the Service, as well as those applicable to the recipients of communications sent via the Service. The Client and its Users are solely responsible for complying with all such laws, including but not limited to those governing telecommunications, data privacy (e.g., GDPR, CCPA), consent requirements (e.g., TCPA), call recording, and telemarketing.

2.3 Prohibited Uses

VOID WHERE PROHIBITED OR RESTRICTED BY LAW. You may use the Services only for lawful purposes as permitted by the Agreement and in accordance with these T&Cs and any applicable acceptable use policy referenced in the Services Agreement. You agree not to access or use the Services for any purpose that is illegal, fraudulent, infringing, harassing, libelous, or beyond the scope of the Services’ intended use (in Cobbery’s sole reasonable judgment).

2.4 Acknowledgment of Proprietary Rights

By accessing or using the Service, you acknowledge that all information, software, technology, data, designs, graphics, interfaces, and other materials contained in or related to the Service are protected by one or more valid copyrights, patents, trademarks, trade secrets, or other proprietary rights ("Intellectual Property"), and that all such rights are owned by Cobbery or its licensors. Cobbery NEITHER WARRANTS NOR REPRESENTS THAT YOUR USE OF MATERIALS DISPLAYED IN OR GENERATED BY THE SERVICE WILL NOT INFRINGE RIGHTS OF THIRD PARTIES. Cobbery ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SERVICE, SUBJECT TO ANY WARRANTIES EXPRESSLY PROVIDED IN THE SERVICES AGREEMENT. Any communication or material you transmit to Cobbery (excluding data processed through the core calling functions, which is governed by the Agreement's data processing and confidentiality terms) will be treated as non-confidential and non-proprietary, subject to our Privacy Policy. Cobbery is free to use any non-confidential ideas, concepts, know-how or techniques contained in such communications for any purpose, without obligation to you. The trademarks, logos, and service marks (collectively the "Trademarks") displayed in the Service are registered and unregistered Trademarks of Cobbery and/or others. Nothing contained in the Service should be construed as granting any license or right to use any Trademark without the written permission of Cobbery or the third-party owner.

2.9 Promotional Activities

Unless otherwise specified in writing in the Services Agreement or an applicable Order Form, the Client Organization agrees that Cobbery may identify the Organization as a customer of Cobbery and may use the Organization's name and logo on Cobbery's website, marketing materials, or customer lists for promotional purposes.

SERVICES

SECTION 3

3.1 Services Offered

Cobbery provides the Services as described in the applicable Services Agreement and Order Form(s). The Service generally enables authorized Users associated with a Client Organization to deploy and manage advanced AI agents for conducting telephonic communications, subject to the terms and usage limits specified in the Agreement.

3.2 Limitations on Number of User Accounts

Access to the Cobbery service is provided through a client-specific Organization established by Cobbery upon execution of the Agreement. The number of authorized User Accounts permitted to log into and use the Service under an Organization is determined by the terms specified in the applicable Order Form or Services Agreement. The Client is responsible for managing its User Accounts and ensuring usage does not exceed purchased limits. Cobbery reserves the right to deny service access to any User, including, but not limited to, those utilizing proxy servers and/or connecting from IP addresses within certain restricted geographical areas, or as otherwise permitted under the Agreement.

3.3 Payment Processing

Fees for the Service are set forth in the applicable Order Form(s). The Client Organization agrees to pay all applicable fees as specified. Cobbery utilizes third-party payment processors (e.g., Stripe) and may accept ACH, bank transfer, or other payment methods as agreed in writing or specified in the Order Form to process payments from the Client Organization. All payment terms (e.g., frequency, due dates) are governed by the Services Agreement and applicable Order Form(s).

3.4 Disclaimer of Warranties; Software "AS IS"

EXCEPT AS EXPRESSLY PROVIDED IN THE SERVICES AGREEMENT, THE SERVICE (INCLUDING ALL SOFTWARE, PLATFORM COMPONENTS, AND DOCUMENTATION) IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COBBERY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE. IN NO EVENT SHALL COBBERY OR ITS LICENSORS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE, EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT.

3.5 Fraud, Abuse, and Content Limitations

Fraud, abuse, or misuse relating to the access and use of the Service is strictly prohibited. In accessing or using the Service, the Client and its Users represent and warrant that: (a) all information supplied is complete and accurate to the best of their knowledge; (b) they will not violate any applicable laws, regulations, or the terms of the Agreement; and (c) they will not circumvent or attempt to circumvent any security measure or usage limitation, nor engage in any activity that interrupts or attempts to interrupt the operation or security of the Service. Actions constituting misuse include, but are not limited to: (i) creation or use of unauthorized User Accounts or Organizations to bypass limits; (ii) harassment; (iii) inputting, transmitting, or storing objectionable, unlawful, infringing, or harmful content; (iv) any breach of the Agreement; (v) any breach of the security of a User Account, the Organization's access, or the Service.

3.6 Disconnection and Malfunction

Cobbery, its affiliates, agents, and licensors accept no responsibility and will not be liable for any loss resulting from delays or interruptions to the Service due to failure, breakdown, malfunction, interruption of or disconnection from Cobbery's servers, telecommunication networks, or any other causes over which Cobbery does not have direct control, except as may be expressly provided regarding Service Levels in the applicable Services Agreement or Order Form.

3.7 Service Cancellation and User Account Deactivation

The Client Organization may request cancellation or termination of the Service subject to the terms, conditions, notice periods, and termination clauses outlined in the Services Agreement and/or applicable Order Form(s). The Service is not considered canceled until confirmed by Cobbery according to the Agreement's procedures. The Client may not cancel its account to evade an investigation. If the Client or its Users do not agree to the terms of the Cobbery Policies as updated, their sole remedy is to cease using the Service and pursue termination as permitted under the Agreement. Individual Users may request deactivation of their specific User Account by contacting support@Cobbery.com or through their Organization administrator, subject to the Client's policies and the terms of the Agreement.

LIMITATION OF LIABILITY

SECTION 4

4.1 Hacking, Tampering, or Unauthorized Access

Cobbery implements reasonable security measures as described in the Services Agreement or associated documentation. However, Cobbery is not responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Service or Client/User Accounts, except to the extent directly caused by Cobbery's gross negligence or willful misconduct, and subject always to the aggregate liability limitations set forth in the Services Agreement. Users are responsible for the security of their User Account credentials. The Client Organization is responsible for managing authorized access, implementing appropriate internal security controls, and promptly notifying Cobbery of any suspected unauthorized access.

4.2 Organization and User Account Responsibilities

The Client Organization is solely responsible for: (a) managing its authorized User Accounts; (b) ensuring compliance by its Users with the Agreement, applicable laws (including telecommunication and privacy regulations), and its own internal policies; and (c) all activities conducted through User Accounts associated with its Organization. Individual Users are responsible for maintaining the confidentiality of their login credentials, for all activities occurring under their User Account, and for complying with applicable laws and policies in their use of the Service. User Accounts are non-transferable.

4.3 Service and Access Availability

Cobbery provides the Service subject to the terms of the Agreement, which may include service level commitments as expressly specified in the Services Agreement or an Order Form. Cobbery does not otherwise guarantee that the Service or access to User Accounts will be available at all times or in all geographic locations. Except as expressly provided regarding Service Levels or warranties in the Agreement, Cobbery is not liable for any loss caused by inability to access the Service or User Accounts.

4.4 General Liability Limitation

SUBJECT TO SECTION 6.1 (INDEMNIFICATION) AND EXCEPT FOR OBLIGATIONS EXPRESSLY STATED IN THE SERVICES AGREEMENT (SUCH AS CONFIDENTIALITY BREACHES, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

4.5 Compliance and Third-Party Interactions

The Client Organization and its Users are solely responsible for ensuring their use of the Service complies with all applicable laws, regulations, and industry standards, including but not limited to the Telephone Consumer Protection Act (TCPA), GDPR, CCPA, rules regarding consent, call recording disclosures, Do-Not-Call lists, and telemarketing hours. Cobbery provides tools, but compliance is the Client's responsibility. Cobbery is not liable for any damages, losses, penalties, or other consequences resulting from non-compliant use of the Service by the Client or its Users, including issues arising from interactions with telecommunication carriers or called parties. The Client represents and warrants that it has obtained all necessary rights, consents, and permissions for all communications initiated or content processed via the Service.

GOVERNING LAW, DISPUTES, ARBITRATION

SECTION 5

5.1 Governing Law and Disputes

The Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Any dispute that cannot be resolved amicably between the parties shall be resolved individually, without resort to any form of class action. Except for equitable relief claims, disputes shall be resolved pursuant to the arbitration provisions below, unless otherwise explicitly specified in the Services Agreement. To the extent any legal action is permitted under the Agreement (e.g., for equitable relief or enforcement of an arbitration award), the parties hereby consent to the exclusive jurisdiction and venue of the state or federal courts located in Wilmington, Delaware.

5.2 Arbitration

Unless otherwise stipulated in the Services Agreement, the Client and Cobbery agree that any controversy or claim arising out of or relating to the Agreement or the use of the Service (excluding claims for injunctive or other equitable relief) shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration allows for resolution without the formality of court proceedings. The parties agree that arbitration shall be the sole, exclusive, and final remedy for any dispute between them, except as specified herein or in the Services Agreement.

5.3 Class Action Waiver:

To the maximum extent permitted by applicable law, the Client and Cobbery agree to only bring Disputes (whether in court or arbitration) in an individual capacity and shall not: seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity (e.g., private attorney general actions); or consolidate or combine individual proceedings or permit an arbitrator to do so without the express written consent of all parties involved.

GENERAL PROVISIONS

SECTION 6

6.1 Indemnification

(a) Client Indemnification of Cobbery: The Client Organization agrees to indemnify, defend, and hold harmless Cobbery, its officers, directors, employees, agents, licensors, and successors from and against any and all third-party claims, suits, actions, demands, damages, liabilities, expenses (including reasonable attorneys' fees), penalties, fines, or losses ("Claims") arising out of or related to: (i) the use of the Service by the Client or its Users (except to the extent directly caused by Cobbery's breach of the Agreement); (ii) any breach of the Agreement (including these T&Cs or the Cobbery Policies) by the Client or its Users; (iii) violation of any applicable law, regulation, or rule by the Client or its Users in connection with their use of the Service; or (iv) infringement or misappropriation of any third-party right (including intellectual property or privacy rights) by the Client or its Users in connection with their use of the Service or content processed via the Service.

(b) Cobbery Indemnification of Client: Any indemnification obligations of Cobbery towards the Client Organization, if any, shall be exclusively governed by the specific terms explicitly set forth in the executed Services Agreement or applicable Order Form(s) between Cobbery and the Client Organization. These T&Cs grant no indemnification rights from Cobbery to the Client.

(c) Procedure: The indemnification procedures (including notice, control of defense, and cooperation) shall be as set forth in the Services Agreement, or if not specified, shall follow standard commercial practices requiring prompt notice, sole control by the indemnifying party, and reasonable cooperation by the indemnified party.

6.2 Entire Agreement

The Agreement (comprising the Services Agreement, these T&Cs, any applicable Order Forms, and any exhibits or attachments incorporated therein) constitutes the entire agreement between the Client Organization and Cobbery pertaining to access and use of the Service and supersedes all prior arrangements. No waiver shall constitute a continuing waiver unless expressly provided in writing. The Agreement cannot be modified except through a written amendment signed by authorized representatives of both parties or as otherwise permitted for T&C updates in Section 1.1/1.2.

6.3 Severability

If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms and Conditions will continue in full force and effect.

6.4 Language

To the fullest extent permitted by law, the controlling language for these Terms and Conditions is English. It is the express wish of the parties that these Terms and Conditions and all related documents have been drawn up in English.