Terms of Service

Effective Date: September 24, 2026

PLEASE READ CAREFULLY. THESE TERMS INCLUDE AUTOMATIC RENEWAL, A REQUIRED FINAL BILLING PERIOD AFTER CANCELLATION (SECTION 6), BROAD CUSTOMER COMPLIANCE AND INDEMNITY OBLIGATIONS (SECTION 5), A DISCLAIMER OF ALL WARRANTIES AND A LIMITATION OF LIABILITY (SECTIONS 11–12), AND BINDING ARBITRATION WITH A CLASS ACTION AND JURY TRIAL WAIVER (SECTION 13).

1. Definitions and Interpretation

1.1 "Customer," "you," or "your" means the business entity that registers for, orders, accesses, or uses the Services, together with its Authorized Users. The individual accepting these Terms represents that they have authority to bind that entity; if they do not, they are personally bound by these Terms.

1.2 "Services" means all products and services made available by Pongg, whether now existing or later developed, including its AI receptionist platform, AI call answering, call routing and forwarding, call recording and transcription, call recovery, automated text and email follow-up, analytics and reporting, websites, dashboards, mobile or web applications, APIs, integrations, phone numbers, AI Output, documentation, onboarding, configuration, support, and all updates and modifications to any of them.

1.3 "AI Output" means any content generated by or through the Services, including spoken responses, messages, summaries, transcripts, classifications, lead scores, recommendations, and analytics.

1.4 "Customer Data" means data submitted to or collected through the Services on Customer's behalf, including call audio, recordings, transcripts, caller names, phone numbers, messages, lead details, and business information.

1.5 "End Callers" means any person who calls, texts, emails, or otherwise contacts or is contacted on behalf of Customer through the Services, including Customer's leads, prospects, and customers.

1.6 "Pongg Parties" means Pongg and its affiliates, and each of their officers, directors, shareholders, employees, contractors, agents, licensors, suppliers, successors, and assigns.

1.7 "Third-Party Services" means any product, service, network, or platform not provided by Pongg, including telephone carriers, messaging providers, AI and speech-recognition model providers, cloud hosting, payment processors, calendars, CRMs, and other integrations.

1.8 "Order" means any online checkout, plan selection, quote, invoice, or order form referencing these Terms that sets out the plan, fees, and term.

1.9 "Authorized Users" means anyone who accesses the Services through Customer's account or credentials, whether or not authorized by Customer.

1.10 Interpretation. "Including" means "including without limitation." Headings are for convenience only. These Terms will not be construed against either party as the drafter.

2. Acceptance and Business Use Only

2.1 These Terms of Service ("Terms") form a binding agreement between Pongg Inc., a Delaware corporation ("Pongg," "we," "us," or "our") and Customer. By clicking "I agree," creating an account, signing or submitting an Order, paying any fee, or accessing or using the Services, Customer accepts these Terms. If Customer does not agree, it may not use the Services.

2.2 The Services are provided solely for business purposes and are not intended for personal, family, or household use. Customer represents and warrants that (a) it is a business duly organized and in good standing; (b) the individual accepting these Terms is at least 18 years old; (c) all information Customer provides is accurate, complete, and kept up to date; and (d) Customer holds all licenses, registrations, and permits required to operate its business.

2.3 If an Order conflicts with these Terms, the Order controls only for that specific conflict and only if the Order expressly states that it overrides these Terms.

3. The Services

3.1 Access. Subject to these Terms and timely payment of all fees, Pongg grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for Customer's internal business operations. All rights not expressly granted are reserved by Pongg.

3.2 Setup and Configuration. Pongg provides done-for-you onboarding, which may include configuring call flows, scripts, business information, and integrations. Customer is solely responsible for giving accurate and complete information (including hours, services, pricing, service areas, and escalation contacts), for reviewing and approving its configuration and scripts, and for promptly notifying Pongg of any changes or errors. Customer's use of the Services after setup constitutes approval of its configuration. Pongg is not responsible for any outcome caused by information, instructions, or approvals supplied by Customer.

3.3 Phone Numbers. Pongg may provision phone numbers or forward Customer's existing numbers through Third-Party Services. Numbers provisioned by Pongg are held by Pongg or its carriers and are made available to Customer for use with the Services. Customer remains responsible for its own carrier accounts and call forwarding. On termination, Pongg will reasonably cooperate with a timely request to port a number provisioned for Customer, subject to carrier rules and payment in full of all amounts owed.

3.4 Changes. Pongg may add, modify, or remove features, functionality, integrations, or Third-Party Services at any time in its discretion. If a change materially reduces the core functionality of Customer's paid plan, Customer's sole and exclusive remedy is to cancel within 30 days after the change, in which case the final billing period in Section 6 will not apply.

3.5 Usage Limits. Pongg may set and enforce reasonable usage limits (such as call minutes, messages, numbers, or locations) described in the plan, Order, or Services. Pongg may throttle, suspend, or charge for use beyond those limits, or for use it reasonably considers abusive or excessive.

3.6 Third-Party Services. The Services rely on and may interoperate with Third-Party Services. Pongg does not control and is not responsible or liable for any Third-Party Service, including its availability, accuracy, security, pricing, policies, or any act or omission of its provider. Customer's use of any Third-Party Service is governed by that provider's terms. If a Third-Party Service becomes unavailable or changes, Pongg may modify or discontinue the affected functionality without liability.

3.7 Beta Features. Features labeled beta, preview, pilot, or similar are provided "as is," may be changed or discontinued at any time, and carry no warranty, support, or liability of any kind.

4. Important Limits of AI and Automated Services

4.1 AI Output. The Services use artificial intelligence to answer calls, understand requests, and generate AI Output. AI is probabilistic by nature: AI Output may be inaccurate, incomplete, offensive, misunderstood, or inconsistent, and the Services may mishear, misroute, or fail to capture calls or information. Customer accepts these risks and is solely responsible for reviewing AI Output and for all decisions, actions, and communications it makes or relies on based on AI Output.

4.2 Customer Is the Communicating Party. All calls answered and messages sent through the Services are made on Customer's behalf, under Customer's name, and at Customer's direction. As between the parties, Customer is the party communicating with End Callers and is solely responsible for all such communications and for its relationships with End Callers.

4.3 No Binding Commitments. The Services are not authorized to make binding quotes, price guarantees, warranties, contracts, or commitments on Customer's behalf unless Customer expressly configures them to do so, in which case Customer is solely responsible for those statements. Pongg has no liability for any statement made by the Services to an End Caller.

4.4 Not an Emergency Service. THE SERVICES ARE NOT AN EMERGENCY SERVICE AND DO NOT CONNECT TO 911 OR ANY EMERGENCY SERVICE. Customer must not rely on the Services to handle emergencies, safety hazards (such as gas leaks, electrical hazards, structural damage, fire, or flooding), or medical situations. Customer is solely responsible for configuring appropriate emergency instructions and escalation paths, and PONGG HAS NO LIABILITY FOR ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE ARISING FROM ANY CALL OR MESSAGE HANDLED OR NOT HANDLED BY THE SERVICES.

4.5 No Professional Advice. Pongg does not provide legal, regulatory, compliance, tax, insurance, or other professional advice. Any template, disclosure, script, or guidance Pongg provides is for convenience only and is not a representation that it satisfies any law.

4.6 No Guaranteed Results. Any analytics, ROI estimates, projections, call-recovery metrics, case studies, or sales statements are estimates only. Pongg does not guarantee any particular number of calls answered, leads captured, bookings, revenue, savings, or return on investment.

4.7 Availability. The Services depend on Third-Party Services, internet connectivity, and other factors outside Pongg's control. The Services may be interrupted, and calls or messages may be dropped, delayed, misdirected, or not delivered. Pongg does not guarantee any level of uptime. Customer is solely responsible for maintaining backup processes for its communications.

5. Customer Compliance Responsibilities and Indemnity

5.1 Compliance With Law. Customer is solely responsible for determining which laws apply to its business and its use of the Services and for complying with them, including all laws governing telemarketing, telephone calls, text messaging, email, call recording, wiretapping, eavesdropping, artificial intelligence, consumer protection, privacy, data security, and advertising.

5.2 Call Recording and Notice. Some states (including California, Florida, Illinois, Maryland, Massachusetts, Pennsylvania, Washington, and others) require the consent of all parties to record or monitor a call. Customer is solely responsible for ensuring that End Callers receive all notices and give all consents required by law for call recording, transcription, analysis, and interaction with AI. Pongg may make a recording and AI disclosure greeting available; Customer must not disable or alter it except at Customer's own risk.

5.3 Texting and Calling Laws. Customer is solely responsible for complying with the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Telemarketing Sales Rule, state telemarketing and "mini-TCPA" laws, and Do-Not-Call rules for all calls, texts, and emails sent through the Services on its behalf, including obtaining, documenting, and retaining any required consent and honoring opt-out requests. Customer will not upload or direct outreach to any contact without the consent required by law.

5.4 Carrier Registration. Customer will provide accurate information needed for carrier registration of business messaging (such as A2P 10DLC brand and campaign registration) and will follow all carrier and messaging-provider policies. Carriers may filter, block, fine, or suspend messaging at any time, and Customer is responsible for any carrier fines or fees caused by its content or conduct.

5.5 Acceptable Use. Customer will not, and will not allow anyone to: (a) use the Services for any unlawful, deceptive, harassing, abusive, or fraudulent purpose; (b) send unsolicited marketing, spam, or messages without required consent; (c) use the Services to collect payment card numbers, bank account numbers, Social Security or government ID numbers, protected health information, or other highly sensitive data unless Pongg has agreed in writing; (d) reverse engineer, decompile, copy, scrape, resell, sublicense, or build a competing product or service from the Services or AI Output; (e) interfere with or disrupt the Services or bypass any security or usage limit; (f) use the Services in violation of any Third-Party Service policy; or (g) use the Services in any manner that could expose any Pongg Party to liability.

5.6 Accounts. Customer is responsible for all activity under its account and credentials, whether or not authorized, and for keeping credentials confidential. Customer will promptly notify Pongg of any unauthorized access.

5.7 Indemnity by Customer. Customer will defend, indemnify, and hold harmless the Pongg Parties from and against any and all claims, demands, suits, arbitrations, investigations, and proceedings, and all related losses, damages, liabilities, fines, penalties, settlements, judgments, costs, and expenses (including reasonable attorneys' and experts' fees), arising out of or relating to: (a) Customer's or its Authorized Users' access to or use of the Services; (b) Customer Data or any information, configuration, script, or instruction supplied or approved by Customer; (c) any call, text, email, or other communication made or received by or through the Services on Customer's behalf; (d) Customer's breach of these Terms or violation of any law or third-party right, including any claim under the TCPA, call-recording, wiretapping, privacy, AI-disclosure, or telemarketing laws; or (e) Customer's products, services, work performed, or dealings with End Callers or any other person. THIS INDEMNITY APPLIES EVEN IF THE CLAIM ALLEGES OR ARISES FROM THE NEGLIGENCE OF A PONGG PARTY, except to the extent finally determined to have been caused by that Pongg Party's gross negligence or willful misconduct. Pongg may control the defense of any claim with counsel of its choice at Customer's expense, and Customer will not settle any claim without Pongg's prior written consent.

6. Fees, Billing, and Renewal

6.1 Fees. Customer will pay all fees stated in its Order or on Pongg's pricing page at the time of purchase, plus any setup, add-on, overage, or other fees stated in the Order or Services. Subscription fees are flat and are not based on tokens or AI usage. All fees are in U.S. dollars.

6.2 Payment. Fees are billed in advance on a monthly or annual basis, as selected. Customer authorizes Pongg and its payment processor to automatically charge the payment method on file for all fees when due, without further authorization. Customer must keep valid payment information on file at all times.

6.3 ACH Discount. Pongg may offer a discount for paying by ACH bank transfer instead of by card, as stated in the Order or at checkout. If Customer switches from ACH to a card or other payment method, or an ACH payment is returned or reversed, the discount ends and standard pricing applies starting with the next billing period.

6.4 Automatic Renewal. SUBSCRIPTIONS AUTOMATICALLY RENEW for successive periods equal to the initial term (for example, month-to-month or annual) until cancelled as described below.

6.5 Cancellation and Final Billing Period. Customer may cancel only by written notice through its account settings or by email to Pongg. MONTHLY PLANS: cancellation takes effect at the end of the billing period FOLLOWING the billing period in which Pongg receives notice, and Customer will be charged for, and must pay, that one additional billing period. For example, if Customer cancels during its March billing period, the Services continue through the April billing period, April is billed as normal, and service ends when the April billing period ends. ANNUAL OR OTHER FIXED-TERM PLANS: Customer is committed to and must pay for the full term; cancellation stops the next renewal and does not end the current term early. Downgrades follow the same timing.

6.6 Early Termination. If Customer stops using the Services, cancels without the required notice, or Pongg terminates or suspends for Customer's breach (including non-payment or a chargeback), all fees for the remainder of the current term and, for monthly plans, the final billing period described above, become immediately due and payable.

6.7 Fees Owed Regardless of Use or Results. Fees are owed whether or not Customer uses the Services, receives calls, or achieves any particular results, and are not contingent on the delivery of any future feature or on any statement not written in these Terms or an Order.

6.8 Price Changes. Pongg may change its fees, including for Customer's account individually and for any reason, on at least 30 days' notice. For monthly plans, the new price applies starting with the first billing period after the notice period ends. For annual or other fixed-term plans, the new price applies at the next renewal. If Customer cancels before a price increase takes effect, the final billing period will be charged at the prior price.

6.9 Failed Payments. If a charge fails, Pongg may retry the payment method on file, charge any backup payment method on file, and use card-updater services to obtain updated card details. Customer authorizes these charges.

6.10 Late Payment. If any amount is more than 10 days overdue, Pongg may suspend the Services until paid; fees continue to accrue during suspension. Overdue amounts accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower. Customer will reimburse all costs of collection, including collection agency fees, court costs, and reasonable attorneys' fees. Pongg may report unpaid balances to business credit bureaus.

6.11 Chargebacks. Customer agrees not to dispute or charge back any fee with its bank or card issuer without first raising the dispute with Pongg under the Billing Disputes clause below. An unjustified chargeback is a material breach. Customer will repay the disputed amount plus a $50 administrative fee and any processor fees, and Pongg may suspend or terminate the Services. These Terms, Customer's acceptance record, and account activity may be submitted as evidence to the card issuer.

6.12 No Set-Off. Customer will pay all fees in full without any set-off, deduction, or withholding.

6.13 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, telecommunications, and similar taxes and regulatory fees, other than taxes on Pongg's net income.

6.14 No Refunds. Except as expressly stated in these Terms or required by law, all fees are non-refundable, including for partial billing periods, unused features, downtime, or early cancellation.

6.15 Billing Disputes. Customer must notify Pongg in writing of any billing dispute within 30 days of the charge, or the charge is final and Customer waives the dispute.

7. Customer Data and Privacy

7.1 Ownership. As between the parties, Customer owns Customer Data. Customer grants Pongg a worldwide, non-exclusive, royalty-free right to host, copy, process, transmit, analyze, and display Customer Data as needed to provide, maintain, secure, support, and improve the Services, to comply with law, and as otherwise permitted by these Terms.

7.2 Service Provider Role. Pongg processes Customer Data on Customer's behalf and at Customer's direction, as Customer's service provider. Pongg will not sell Customer Data or use it to market to End Callers for Pongg's own purposes.

7.3 Customer Authority. Customer represents and warrants that it has provided all notices and obtained all rights and consents needed for Pongg and its Third-Party Services to collect, record, and process Customer Data, including End Caller information, as described in these Terms.

7.4 Aggregated Data. Pongg may create and use de-identified or aggregated data that does not identify Customer or any individual (for example, for benchmarks, analytics, and improving the Services), and Pongg owns that data, during and after the term.

7.5 Service Providers. Pongg may use Third-Party Services as subprocessors, such as cloud hosting, telephony, messaging, speech-recognition, and AI model providers, to deliver the Services.

7.6 Security. Pongg maintains reasonable safeguards designed to protect Customer Data. No system is completely secure, and Pongg does not guarantee that Customer Data will not be accessed, lost, or disclosed without authorization. Pongg is not liable for any unauthorized access to Customer Data except to the extent caused by Pongg's gross negligence or willful misconduct. Pongg will notify Customer of a confirmed security breach affecting Customer Data as required by law.

7.7 Retention, Backups, and Export. Pongg retains recordings and transcripts according to its standard retention settings and may delete data under those settings at any time. Customer is solely responsible for exporting and backing up any Customer Data it needs. For 30 days after termination, Customer may request an export of Customer Data then available. After that period, Pongg may delete Customer Data without liability, except as required by law or retained in routine backups.

7.8 Legal Requests. Pongg may access, preserve, and disclose Customer Data if it believes in good faith that doing so is required by law, subpoena, or court order, or is necessary to protect the rights, property, or safety of any Pongg Party or others.

7.9 Privacy Policy. Pongg's Privacy Policy, available on its website, describes how Pongg handles personal information and is incorporated into these Terms.

8. Intellectual Property and Feedback

8.1 Pongg and its licensors own all right, title, and interest in and to the Services, including all software, AI models, prompts, scripts and call flows developed by Pongg, workflows, designs, documentation, aggregated data, and all improvements and derivative works, and all related intellectual property rights. No rights are granted by implication or otherwise except as expressly stated in these Terms.

8.2 If Customer provides suggestions, ideas, or feedback, Customer assigns all rights in them to Pongg, and Pongg may use them freely without obligation or compensation.

8.3 Customer permits Pongg to identify Customer by name and logo as a customer in marketing materials. Customer may withdraw this permission at any time by written notice.

9. Confidentiality

9.1 Each party may receive non-public information from the other that is marked confidential or should reasonably be understood as confidential ("Confidential Information"). Pongg's pricing, the Services, and these Terms' non-public terms are Pongg's Confidential Information. The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisors who need to know it and are bound by similar obligations.

9.2 Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from a third party. A party may disclose Confidential Information when legally required, after giving reasonable notice where allowed.

10. Term, Suspension, and Termination

10.1 Term. These Terms apply from acceptance until all subscriptions have ended. Each subscription runs for the term stated in the Order and renews as described in Section 6 (the "Subscription Term").

10.2 Suspension. Pongg may immediately suspend or limit the Services, in whole or in part, with or without notice, if (a) Customer breaches these Terms or its use violates Section 5; (b) required by a Third-Party Service provider or law; (c) payment is overdue or a chargeback is filed; or (d) Pongg reasonably believes suspension is necessary to protect any Pongg Party, the Services, other customers, or any third party from harm or liability. Fees continue to accrue during any suspension caused by Customer.

10.3 Termination by Pongg for Convenience. Pongg may terminate these Terms, or any subscription, for any reason or no reason (including if the account is not economically viable for Pongg) by giving Customer at least 30 days' written notice. In that case: (a) Customer's access continues through the notice period, and Customer pays for Services only through the termination date; (b) the final billing period, early termination, and remaining-term charges in Section 6 do not apply; (c) Pongg will refund any prepaid fees for the period after the termination date; and (d) Pongg will reasonably assist with data export and porting any phone number provisioned for Customer. Instead of terminating, Pongg may offer Customer continued service at a new price, which Customer may accept or decline before the termination date. This refund is Customer's sole remedy for termination under this Section.

10.4 Termination by Pongg for Cause. Pongg may terminate these Terms immediately on notice if Customer breaches Section 5, fails to pay any amount when due, files a chargeback, becomes insolvent or enters bankruptcy, or breaches any other provision and does not cure the breach within 10 days after notice.

10.5 Termination by Customer for Cause. Customer may terminate these Terms on written notice if Pongg materially breaches them and does not cure the breach within 30 days after receiving written notice describing the breach in reasonable detail.

10.6 Effect of Termination. On termination, Customer's right to use the Services ends and all unpaid fees become due immediately. Sections 1, 4, 5, 6 (as to amounts owed), 7, 8, 9, and 10 through 14, and any other provision that by its nature should survive, will survive termination.

11. Disclaimer of Warranties

11.1 THE SERVICES AND ALL AI OUTPUT ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PONGG PARTIES DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

11.2 WITHOUT LIMITING THE FOREGOING, THE PONGG PARTIES DO NOT WARRANT THAT THE SERVICES OR AI OUTPUT WILL BE ACCURATE, RELIABLE, COMPLETE, SECURE, ERROR-FREE, OR UNINTERRUPTED; THAT EVERY CALL OR MESSAGE WILL BE ANSWERED, UNDERSTOOD, RECORDED, OR DELIVERED; THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR PRODUCE ANY RESULT; OR THAT THE SERVICES OR ANY TEMPLATE OR DISCLOSURE COMPLIES WITH ANY LAW APPLICABLE TO CUSTOMER.

11.3 NO ADVICE, STATEMENT, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ANY PONGG PARTY (INCLUDING ANY SALES OR MARKETING STATEMENT) CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

12. Limitation of Liability

12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY PONGG PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, BUSINESS, JOBS, CUSTOMERS, GOODWILL, OR OPPORTUNITIES; MISSED, DROPPED, OR MISHANDLED CALLS, LEADS, OR MESSAGES; INACCURATE AI OUTPUT; LOSS OR CORRUPTION OF DATA; COST OF SUBSTITUTE SERVICES; OR BUSINESS INTERRUPTION, HOWEVER CAUSED, EVEN IF ADVISED OF THEIR POSSIBILITY.

12.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ALL PONGG PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO PONGG FOR THE SERVICES IN THE THREE (3) MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY.

12.3 THE PONGG PARTIES HAVE NO LIABILITY FOR ANY ACT OR OMISSION OF ANY THIRD-PARTY SERVICE, END CALLER, OR OTHER THIRD PARTY, OR FOR ANY FAILURE CAUSED BY CUSTOMER'S INFORMATION, CONFIGURATION, EQUIPMENT, OR INSTRUCTIONS.

12.4 IF CUSTOMER IS DISSATISFIED WITH THE SERVICES OR THESE TERMS, ITS SOLE AND EXCLUSIVE REMEDY IS TO CANCEL IN ACCORDANCE WITH SECTION 6. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY TO ALL CLAIMS AND THEORIES OF LIABILITY, INCLUDING CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, AND STATUTE, APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND ARE AN ESSENTIAL BASIS OF THE BARGAIN, WITHOUT WHICH PONGG WOULD NOT PROVIDE THE SERVICES AT THE FEES CHARGED.

12.5 NOTHING IN THIS SECTION LIMITS CUSTOMER'S PAYMENT OBLIGATIONS, INDEMNITY OBLIGATIONS, OR LIABILITY FOR BREACH OF SECTION 5 OR FOR INFRINGEMENT OR MISAPPROPRIATION OF PONGG'S INTELLECTUAL PROPERTY.

13. Governing Law, Arbitration, and Disputes

13.1 Governing Law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and by the Federal Arbitration Act.

13.2 Informal Resolution. Before starting arbitration or any other proceeding, Customer must send Pongg written notice describing the dispute and the relief sought, and the parties will negotiate in good faith for at least 30 days.

13.3 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including claims against any Pongg Party and any question about the formation, existence, scope, validity, or enforceability of these Terms or this arbitration provision (which the arbitrator, not a court, will decide), will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will take place in Dallas, Texas (or by video, if the arbitrator permits). The arbitration and any award will be confidential. Judgment on the award may be entered in any court of competent jurisdiction.

13.4 Class Action Waiver. CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or award class-wide or representative relief. If this waiver is found unenforceable as to any claim, that claim will proceed in court under the Exceptions clause below, not in arbitration.

13.5 30-Day Right to Opt Out of Arbitration. Customer may opt out of the Binding Arbitration clause above by emailing legal@pongg.com within 30 days after first accepting these Terms, with the subject line "Arbitration Opt-Out" and Customer's legal business name, account email, and a clear statement that it opts out of arbitration. If Customer opts out, disputes will be resolved exclusively in the state or federal courts located in Dallas County, Texas, and all other provisions of these Terms, including the Class Action Waiver (to the extent permitted by law), the Jury Waiver, and the Time Limit, will continue to apply. Opting out does not affect any other part of these Terms.

13.6 Exceptions. Pongg may, at its option, bring an action in the state or federal courts located in Dallas County, Texas, or in small claims court, to collect unpaid fees or enforce payment obligations. Either party may seek injunctive relief in court to protect its intellectual property or Confidential Information. Each party irrevocably consents to the exclusive personal jurisdiction and venue of the courts in Dallas County, Texas, for any matter heard in court.

13.7 Jury Waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A JURY TRIAL.

13.8 Attorneys' Fees. If Pongg prevails in any arbitration or proceeding arising out of or relating to these Terms or the Services, including to collect fees or enforce these Terms, Customer will pay Pongg's reasonable attorneys' fees, costs, and arbitration fees.

13.9 Time Limit. Any claim by Customer must be brought within one year after it arises, or it is permanently barred, to the extent permitted by law.

14. General

14.1 Changes to These Terms. Pongg may update these Terms by posting a revised version on its website and, for material changes, notifying Customer by email or in the Services at least 30 days in advance. Continued use of the Services after the effective date constitutes acceptance. If Customer objects to a material change, its sole remedy is to cancel before the change takes effect, in which case the final billing period will be charged under the prior Terms.

14.2 Notices. Pongg may give notices by email to the address on Customer's account or through the Services, and those notices are effective when sent. Customer is responsible for keeping its email address current. Customer must send notices to legal@pongg.com.

14.3 Assignment. Customer may not assign or transfer these Terms, by operation of law or otherwise, without Pongg's written consent. Pongg may assign these Terms without consent. Any prohibited assignment is void.

14.4 Force Majeure. Pongg is not liable for any delay or failure caused by events beyond its reasonable control, including carrier, internet, power, or cloud outages; failures or changes of AI model or other Third-Party Service providers; cyberattacks; severe weather; natural disasters; pandemics; labor disputes; or government action.

14.5 Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, fiduciary, or employment relationship. The Pongg Parties are intended third-party beneficiaries of Sections 5, 11, 12, and 13; there are no other third-party beneficiaries, including End Callers.

14.6 Export and Sanctions. Customer will comply with applicable U.S. export control and sanctions laws.

14.7 Entire Agreement; No Reliance. These Terms, any Orders, and the documents referenced in them are the entire agreement between the parties about the Services and supersede all prior or contemporaneous agreements, proposals, and statements. Customer acknowledges that it has not relied on any statement, promise, or representation (including any sales, demo, or marketing statement) not expressly written in these Terms. Terms in any Customer purchase order or other Customer document have no effect.

14.8 Severability; Waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permissible and modified to the minimum extent needed, and the rest will remain in full effect. No waiver is effective unless in writing, and failure to enforce a provision is not a waiver.

14.9 Electronic Acceptance. Acceptance by click, electronic signature, or use of the Services is as binding as a handwritten signature. Pongg's electronic records of acceptance may be used as evidence of Customer's agreement.

Questions about these Terms? Contact legal@pongg.com.