1. Scope and precedence

This Outbound Calling Addendum (the "Addendum") applies whenever the Customer uses the Rinqly service to place calls: outbound campaigns, agent-placed calls to a list the Customer supplies, and any other feature that dials a number the Customer provided rather than answering a call made to the Customer.

The Addendum supplements the Rinqly Terms of Service (the "Terms"), which continue to apply in full. Where the Addendum and the Terms conflict on outbound calling, the Addendum prevails. Capitalised terms not defined here have the meaning given in the Terms.

The Addendum takes effect on the Effective Date and continues while the Customer's outbound calling is active. Clauses 9 to 14 survive its termination.

2. Allocation of responsibility between the parties

Rinqly provides software. The Customer decides who is called, when, and why: the Customer supplies every telephone number, chooses the campaign and its timing, and writes or approves the script and the opening line. Rinqly does not sell, rent, source, enrich or recommend contact lists, and does not review the Customer's lists for lawfulness.

As between the parties, the Customer is the seller and the initiator of every call placed through its account, is responsible for compliance with the Telephone Consumer Protection Act, the Telemarketing Sales Rule, and all other applicable federal, state and local law, and bears the cost of any failure of that compliance.

This clause allocates responsibility between the parties only. It does not determine how a court or a regulator will characterise either party, and neither party represents that it does. Nothing in this Addendum limits any obligation Rinqly owes directly under applicable law.

5. Do Not Call lists

Before each marketing campaign the Customer must scrub the list against the National Do Not Call Registry using data no more than 31 days old, and against the Customer's own internal do-not-call list. The Customer must maintain a written internal do-not-call policy, train anyone who uses the service on it, and keep each do-not-call request for at least five years.

Rinqly maintains an opt-out list of people who asked a Rinqly agent not to be called again and will not dial them for the Customer. That list is an additional safeguard. It is not a substitute for the Customer's own scrubbing and it does not cover requests made to the Customer by any other route.

6. Prohibited lists and targets

The Customer must not use the service to call:

Any purchased, rented, traded, scraped or otherwise third-party contact list.
Consumers on a mobile telephone where the Customer has no prior relationship with them and no prior express written consent (cold business-to-consumer calling).
Emergency lines, hospital or health-care patient rooms, nursing homes, or any number the Customer knows or should know has been reassigned to a different person.
Anyone who has asked the Customer, Rinqly, or a previous vendor of the Customer to stop calling.
Any number outside the United States, or any recipient the Customer has been told by Rinqly not to call.

7. Calling hours

Rinqly places calls only between 8:00 a.m. and 9:00 p.m. at the called party's local time, using the time zone the Customer supplies for each contact. The Customer is responsible for that time zone being correct.

Several states impose a narrower window, a state registration requirement, or both. Where a state rule is stricter than the window above, the Customer must set the campaign's calling hours accordingly; Rinqly's default window is not a representation that a call within it is lawful in every state.

8. Disclosures on every call

Every outbound call must, at its beginning, state the Customer's legal or trade name, state the purpose of the call, and make clear that the caller is an automated artificial-voice assistant. Rinqly's agents are configured to do this and the Customer must not remove, delay or contradict it in any script, opening line or instruction.

Every campaign must present a telephone number the called party can call back, which must be answered or reach a voicemail identifying the Customer, and which must not be a premium-rate number. Where the called party's state requires notice that a call is monitored, recorded or transcribed, the Customer must ensure that notice is given.

9. Opt-out and revocation

A called party may withdraw consent by any reasonable means: telling the agent, telling the Customer, replying to a message, or writing. The Customer must honour every revocation, remove the number from every list it holds, and pass it to any vendor acting for it, within the time the law allows and sooner where practical.

For calls made with an artificial or prerecorded voice, Rinqly's agents provide an automated interactive opt-out: the called party may say that they want to be removed, or press the key the agent names, at any point in the call. The instruction is given within the opening seconds of the call, the request ends the call, and the number is added to Rinqly's opt-out list.

Where a call reaches an answering machine or voicemail, the message left must identify the Customer, give the callback number, and give a toll-free number or other cost-free method by which the called party can opt out. The Customer must monitor that route and act on requests received through it.

Rinqly applies an opt-out received through its agents to every channel it operates for that Customer. That is Rinqly's policy; the Customer remains responsible for its own channels and for any narrower or wider scope the law requires of it.

10. Records and cooperation

Each party keeps the records it is best placed to hold, for at least five years:

The Customer keeps: evidence of consent for each number called, including what the called party saw or heard and when they agreed; the origin of each contact list; its National Do Not Call scrub records; its internal do-not-call policy and every do-not-call request; and the scripts and opening lines it used.
Rinqly keeps: the call detail records for calls placed through the service, the transcripts and summaries the service generates, the campaign and opt-out event logs, and the record of this Addendum with the Customer's signature.
Rinqly does not record or store call audio, and neither party may rely on the other to hold a record it has not been told is held.

11. Complaints, suspension and termination

If Rinqly receives a complaint, a carrier or regulator notice, or a legal claim concerning calls placed through the Customer's account, Rinqly will notify the Customer and the Customer will provide the records listed in clause 10 within five business days of request.

Rinqly may suspend or terminate the Customer's outbound calling immediately and without notice where it receives such a complaint or notice, where it has reason to believe this Addendum has been breached, or where a carrier flags the Customer's traffic, and may keep it suspended until the matter is resolved to Rinqly's reasonable satisfaction. Rinqly may decline to activate outbound calling for any account.

Fees for a period in which outbound calling was suspended because of the Customer's breach are not refunded. Suspension is not Rinqly's only remedy and is not a waiver of any other.

12. What Rinqly does

Rinqly will: enforce the calling window in clause 7 using the time zone supplied; instruct its agents to give the disclosures in clause 8 and the opt-out in clause 9; maintain the opt-out list described in clause 5 and refuse to dial numbers on it; keep the records listed in clause 10; and act on complaints it receives.

These are operational measures, not a compliance service. Rinqly does not verify consent, does not scrub the National Do Not Call Registry for the Customer, does not review contact lists, and gives no assurance that any campaign is lawful.

13. Indemnification

The Customer will defend, indemnify and hold harmless Meridal Group LLC, its members, officers, employees and suppliers from and against any third-party claim, regulatory investigation, fine, penalty, judgment, settlement and reasonable attorneys' fees to the extent arising from: (a) the Customer's breach of this Addendum or the Terms; (b) a declaration made by the Customer in this Addendum being inaccurate or incomplete; (c) calls placed at the Customer's instruction without the consent required by clause 3; or (d) the Customer's violation of applicable law.

This indemnity does not apply to the extent a claim arises from Rinqly's own negligence, wilful misconduct, or breach of this Addendum or the Terms.

Rinqly will notify the Customer promptly of any claim for which it seeks indemnity, will give the Customer control of the defence of that claim with counsel reasonably acceptable to Rinqly, and will cooperate at the Customer's expense. The Customer may not settle a claim in a way that imposes an obligation or an admission on Rinqly without Rinqly's written consent. Rinqly may participate in the defence with its own counsel at its own cost.

Whether a particular penalty is recoverable under an indemnity is a matter of the applicable law of the forum, and nothing in this clause is a representation that every amount listed will be recoverable in every case.

14. No legal advice; governing law

Nothing in this Addendum, in the Rinqly service, or in Rinqly's documentation is legal advice, and Rinqly's operational measures do not make a campaign lawful. The Customer is responsible for obtaining its own legal advice about the calls it places.

This Addendum is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming, and each waives any objection to venue there. Nothing in this clause limits either party's right to seek injunctive relief where it is available.

Rinqly may update this Addendum. A material change carries a new version date, and the Customer will be asked to accept the new version before its next campaign starts; the version accepted is the version that governs the calls placed under it. The Customer's acceptance is recorded with the signatory's name, title, IP address, browser, timestamp, and an unchanging copy of the document signed.

Outbound Calling Addendum