If you purchase or enable the Togo Voice AI Agent Service, the Addendum located below is incorporated into and made part of the Agreement solely with respect to your use of that feature.

PLEASE READ THIS ADDENDUM CAREFULLY. THIS ADDENDUM, TOGETHER WITH THE TERMS OF SERVICE AND ORDER, IS A BINDING CONTRACT FOR THE USE OF THE BALTO SOFTWARE, INC. SERVICE. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THIS ADDENDUM THEN DO NOT ACCESS OR USE THE TOGO VOICE AI AGENT SERVICE.

ADDENDUM ONE
ADDITIONAL TERMS AND CONDITIONS
FOR TOGO VOICE AI AGENT SERVICE

This Addendum is made as of the date it is fully executed (“Effective Date”) by and between Balto Software, Inc. (“Balto”) and the other party identified in the signature block below (“Client,” and together with Balto, the “Parties”).

Balto and Client are parties to an agreement or agreements for products and/or services provided by Balto to Client (“Agreement”). If Togo Voice AI Agent is listed on the Order Form, then the following terms and conditions apply to Client’s use of the Togo Voice AI Agent Service, in addition to the other terms and conditions of the Software as a Service Terms of Service executed by the Parties (the “Agreement”).

In the event of any conflict between this Addendum and the Agreement, the provisions of this Addendum will apply solely with respect to the Togo Voice AI Agent Service.

1.0 ADDITIONAL DEFINITIONS

1.1 “Customer Content” means all Inputs provided by or on behalf of Client to the Togo Voice AI Agent Service, and all Outputs generated by the Togo Voice AI Agent Service from such Inputs.  
1.2 “Input” means Client’s inputs to the Togo Voice AI Agent Service, which may include but is not limited to voice recordings and other audio.
1.3 “Output” means sound recordings, voice models, synthesized speech, call metadata, or other content or outputs generated by the Togo Voice AI Agent Service, based on such Inputs.

2.0 TOGO VOICE AI AGENT SERVICE

2.1 New Subprocessor. Balto shall engage subprocessor Cartesia AI, Inc. (“Cartesia”) to process Customer Content in order to provide the Togo Voice AI Agent Service. Client hereby expressly agrees that this notice fulfills any requirement of Balto to notify Client of a new subprocessor under any applicable data processing addendum between the Parties, and Client approves Cartesia as a subprocessor. Cartesia and Balto will process Inputs and generate Outputs to provide the Togo Voice AI Agent Service to Client, for support, debugging, security and abuse prevention, compliance with the Agreement, to comply with applicable law, to improve and develop Balto’s and Cartesia’s products and services, and for aggregated analytics and benchmarking purposes.
2.2 Output. Client acknowledges that due to the nature of generative AI tools, Client’s Outputs may not be unique and other users of the Togo Voice AI Agent Service may create outputs that are substantially similar or the same as Client’s Output. Client hereby waives and releases Balto from any claim that another user’s output is the same as, or reproduces, any of Client’s Output.
2.3 Usage. In addition to a Platform Fee, the Fees associated with using the Togo Voice AI Agent Service are assessed on a per-minute basis. The maximum number of monthly minutes will be set forth in the Order Form. Client is permitted to exceed the maximum, and will be billed monthly in arrears in the amount of the additional fee per minute listed on the Order Form. Invoices for overages must be paid within 30 days of receipt.
2.4 Data Retention. Balto does not guarantee retention of Customer Content for any specified time period. Balto will use commercially reasonable efforts to honor requests to delete Customer Content. Balto shall not be liable for any failure of Cartesia to delete Customer Content to the extent such failure is outside of Balto’s reasonable control.
2.5 No SLA. Notwithstanding anything to the contrary in the Agreement, Balto does not make any guarantee regarding the availability or uptime of the Togo Voice AI Agent Service, and downtime of the Togo Voice AI Agent Service will not constitute downtime under any applicable service level agreement. Client acknowledges that telephony involves third-party carriers and that service availability and call quality may vary. Client understands and agrees that the Togo Voice AI Agent Service is provided on an “AS IS” and “AS AVAILABLE” basis to the extent permitted by applicable law.
2.6 Rights in Customer Content. Client represents and warrants that it has all rights necessary to provide Customer Content to Balto for use in accordance with this Addendum, and that Client’s provision and use of Customer Content with the Togo Voice AI Agent Service will not infringe or misappropriate any third-party intellectual property rights.
2.7 Notices. Client is solely responsible for (a) obtaining all necessary consents and permissions from its end users and other recorded parties in compliance with applicable law; (b) providing all legally required notices and disclosures regarding the recording of conversations; (c) providing all legally required notices and disclosures regarding interaction with an artificial-intelligence-powered virtual assistant; and (d) complying with all applicable federal, state, and local privacy and recording laws.
2.8 No Emergency Use. Client shall not use the Togo Voice AI Agent Service for emergency services, medical triage, crisis response, or any use where failure, delay, or inaccuracy of the Togo Voice AI Agent Service could result in personal injury, death, or significant property damage.

3.0 RESTRICTIONS

3.1 Unauthorized Use. Client may not do any of the following in connection with its use of the Togo Voice AI Agent Service, unless applicable laws or regulations prohibit these restrictions:

i. Use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Togo Voice AI Agent Service;
ii. Use any part of the Togo Voice AI Agent Service or any Output to research and develop products, models and services that compete with Balto or Cartesia;
iii. Access or use the Togo Voice AI Agent Service in any manner that materially disables, overburdens, damages, disrupts or impairs the Togo Voice AI Agent Service or interferes with any other party’s access to or use of the Togo Voice AI Agent Service or use any device, software or routine that causes the same;
iv. Circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Togo Voice AI Agent Service;
v. Use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Togo Voice AI Agent Service to monitor, extract, copy or collect information or data from or through the Togo Voice AI Agent Service, or engage in any manual process to do the same;
vi. Upload, submit, create, transmit, display, perform, post, store, or otherwise make available through the Togo Voice AI Agent Service (all of the foregoing, “Make Available”), including Inputs and Outputs, any content that is unlawful, threatening, defamatory, obscene, excessively violent, deceptive, fraudulent, libelous, unethical, violates privacy or publicity rights, harassing, abusive, hateful, discriminatory, or cruel, or otherwise use the Services in a manner that is obscene, excessively violent, harassing, hateful, cruel, abusive, inciting, organizing, promoting or facilitating violence or criminal activities. Client acknowledges that Balto has no obligation to monitor Customer Content but reserves the right to do so and to suspend or terminate access if Balto reasonably believes Client is in violation of this provision;
vii. Make Available, including Inputs and Outputs, any content that:

a. Constitutes unsolicited advertising, junk or bulk email, political advertising, or medical device or pharmaceutical advertising;
b. Involves contests, sweepstakes, barter, advertising, pyramid schemes, or other similar commercial activities or sales, without Balto’s prior written express consent;
c. Is intended to mislead voters about the time, place, means or eligibility requirements for voting;
d. Targets minors and promotes sexual content, graphic violence, obscenity, or other mature themes, or otherwise shames, humiliates, bullies, or celebrates the suffering of minors, including content that threatens a minor with bullying or harassment;

viii. Post or otherwise Make Available audio of a voice of a deceased person, a candidate for a political office, or any other person’s voice without that person’s express permission;
ix. Impersonate any person or entity, including any employee or representative of Balto, or falsely state or otherwise misrepresent Client’s affiliation with any person or entity;
x. Direct the Togo Voice AI Agent Service to generate any Output in violation of any applicable intellectual property right, contractual restriction, privacy or publicity right of any other person, or otherwise violate any applicable law or regulation in connection with Client’s access to or use of the Togo Voice AI Agent Service;
xi. Access or use the Togo Voice AI Agent Service in any way not expressly permitted by this Addendum.
xii. Use the Togo Voice AI Agent Service in a manner that violates any applicable laws, regulations, rules, or regulator guidance, including those governing telecommunications, marketing/advertising, wiretapping, consumer protection, AI and data privacy, such as the Telephone Consumer Protection Act, Telemarketing and Consumer Fraud and Abuse Prevention Act, the Do-Not-Call Implementation Act, the Federal Trade Commission Act, the Federal Communications Commission Rules, the Telemarketing Sales Rule, applicable state wiretapping and telemarketing laws and international equivalents, Do-Not-Call CTIA messaging guidelines, 10DLC registration requirements, and carrier policies. Client acknowledges that it is solely responsible for ensuring compliance with all such laws and regulations in its use of the Togo Voice AI Agent Service, and Balto makes no representations regarding Client’s compliance;
xiii. Generating or deploying cloned or synthesized voices of any person without verifiable prior consent from that person and compliance with all applicable laws. Client shall maintain records of all such consents and provide them to Balto upon request; or
xiv. Make any outbound calls, record calls or capture transcripts, or utilize AI in connection with calls, without providing all notices and obtaining all proper consents necessary, including proper express written consent before making calls utilizing AI-generated voices.

3.2 Third Party Terms. Client shall be responsible for compliance with any and all applicable third party terms of service and privacy policies for platforms, networks and/or websites that they run their applications on, including but not limited to, Facebook, Android, Blackberry or iOS/App Store.

4.0 INDEMNIFICATION

4.1 Client hereby agrees, at its own expense, to indemnify, defend and hold harmless Balto against any suit, claim, or proceeding brought against Balto that arises from Client’s violation of Section 3, provided that Balto (i) promptly notifies Client in writing of any such suit, claim or proceeding, (ii) allows Client, at Client’s own expense, to direct the defense of such suit, claim or proceeding, (iii) gives Client all reasonable information and assistance necessary to defend such suit, claim or proceeding, and (iv) does not enter into any settlement of any such suit, claim or proceeding without Client’s written consent, which shall not be unreasonably withheld.    

5.0 LIMITATION OF LIABILITY

5.1 Notwithstanding anything to the contrary in the Agreement, except for Balto’s gross negligence or willful misconduct, Balto’s liability under this Addendum shall not exceed the fees paid or payable by Client under this Agreement during the twelve months prior to the event giving rise to liability, regardless of the theory of liability.