Terms of Service

1. Service Description and Scope

Ad Nomina provides business-to-business (B2B) conversion infrastructure and AI-powered voice agent solutions to lead generation partners, publishers, and call centers operating in the United States.

1.1 Services Offered

Ad Nomina's services include:

• AI Voice Agents: Automated calling and lead qualification systems
• Live Transfer Services: Qualified lead routing to partner representatives
• Compliance Engine: TCPA, FERPA, HIPAA, CMS, and CFPB compliance monitoring and documentation
• Analytics Platform: Real-time reporting, conversion metrics, and ROI dashboards
• API Integration: Technical integration with partner CRMs, lead management systems, and aggregation platforms

1.2 Business Model Clarification

Important: Ad Nomina operates exclusively as a technology service provider for business partners. We do not generate leads, market to consumers, or compete with our partners for end-user inquiries. Ad Nomina does not directly contact consumers, students, or end-users except when processing leads on behalf of partners in accordance with partner agreements.

2. Partnership Terms and Eligibility

2.1 Eligibility Requirements

To engage Ad Nomina services, partners must:

• Be a registered business entity operating legally within the United States
• Possess all necessary licenses, certifications, and regulatory approvals for their industry
• Maintain compliance with applicable federal and state laws governing lead generation and consumer contact
• Demonstrate proper consent mechanisms for all leads provided to Ad Nomina
• Have the legal authority to enter into binding agreements

2.2 Account Registration

Partners must provide accurate, complete business information during registration including:

• Legal business name and structure
• Business address, contact information, and tax identification
• Authorized representative contact details
• Industry designation and regulatory certifications

Partners are responsible for maintaining the accuracy of account information and notifying Ad Nomina of any changes within 10 business days.

2.3 Partner Agreements

Specific service terms, pricing, performance metrics, and technical specifications are governed by individual Partner Agreements executed between Ad Nomina and each business partner. These Terms of Service supplement and are incorporated into all Partner Agreements.

3. Acceptable Use Policy

Partners agree to use Ad Nomina services exclusively for lawful business purposes and in compliance with all applicable regulations.

3.1 Prohibited Uses

Partners may not:

• Provide leads without proper express written consent as required by TCPA and industry regulations
• Submit leads obtained through deceptive, fraudulent, or illegal means
• Use Ad Nomina services to harass, threaten, or make unsolicited contact with consumers
• Attempt to circumvent compliance safeguards or recording systems
• Reverse engineer, decompile, or attempt to derive source code from Ad Nomina technology
• Share API credentials, access tokens, or system integrations with unauthorized parties
• Use services in ways that violate third-party rights or applicable laws
• Submit inaccurate, outdated, or deliberately misleading lead information

3.2 Lead Quality Standards

Partners warrant that all leads provided to Ad Nomina include valid consent documentation, accurate contact information, and appropriate qualification criteria. Ad Nomina reserves the right to reject, suspend processing of, or return leads that do not meet quality or compliance standards.

4. Compliance Requirements

4.1 Partner Compliance Obligations

Partners are responsible for:

• TCPA Compliance: Obtaining and maintaining valid express written consent for all automated calling and SMS communications
• DNC Registry Compliance: Screening leads against National and internal Do Not Call lists
• FERPA Compliance: (Education partners) Ensuring proper handling of student education records and consent
• HIPAA Compliance: (Healthcare partners) Maintaining Business Associate Agreements and protecting PHI
• CMS Compliance: (Insurance partners) Following Medicare marketing guidelines and SOA requirements
• CFPB Compliance: (Financial partners) Adhering to consumer financial protection regulations

4.2 Ad Nomina Compliance Support

Ad Nomina provides compliance infrastructure including:

• Call recording and archival systems
• Consent verification and documentation tracking
• Audit trail generation and compliance reporting
• DNC scrubbing and call time restriction enforcement
• Regulatory disclosure delivery and acknowledgment tracking

4.3 Compliance Violations

Ad Nomina reserves the right to immediately suspend or terminate services if partner activities create regulatory risk, violate compliance standards, or expose Ad Nomina to legal liability. Partners are responsible for all fines, penalties, legal fees, and damages arising from their compliance failures.

5. Data Handling and Ownership

5.1 Data Ownership

Partners retain ownership of all lead data, consumer information, and business intelligence provided to Ad Nomina. Ad Nomina acts as a data processor and service provider, not as a data controller for consumer information.

5.2 Data Processing

Ad Nomina processes partner data solely for service delivery purposes including:

• Lead qualification and conversion operations
• Call routing and transfer execution
• Analytics, reporting, and performance optimization
• Compliance monitoring and audit support
• System improvement and AI model training (using anonymized, aggregated data only)

5.3 Data Security

Ad Nomina maintains enterprise-grade security measures including encryption, access controls, and regular security audits. All data is stored and processed exclusively within U.S.-based AWS infrastructure. See our Privacy Policy for detailed security practices.

5.4 Data Return and Deletion

Upon termination of partnership, Ad Nomina will, at partner's election, either return or securely delete partner data within 30 days, except where retention is required by law, regulation, or for compliance documentation purposes.

6. Payment Terms

6.1 Pricing and Billing

Service pricing, billing cycles, and payment terms are specified in individual Partner Agreements. Common billing models include:

• Per-qualified-call pricing
• Per-transfer or per-conversion fees
• Monthly service subscription fees
• Hybrid models combining base fees and performance pricing

6.2 Payment Methods

Partners must provide valid payment information (credit card, ACH authorization, or purchase order terms for approved credit accounts). Payment is due upon invoice receipt unless alternative terms are specified in writing.

6.3 Late Payment and Suspension

Accounts more than 30 days past due may be subject to late fees (1.5% per month or the maximum allowed by law, whichever is less), service suspension, and collection activities. Ad Nomina reserves the right to suspend services for non-payment after providing 10 days' written notice.

7. Service Level and Performance

7.1 Service Availability

Ad Nomina strives to maintain 99.9% uptime for core services, excluding scheduled maintenance and force majeure events. Specific Service Level Agreements (SLAs) may be negotiated in Partner Agreements.

7.2 Maintenance and Updates

Ad Nomina may perform scheduled maintenance, software updates, and system improvements that may temporarily affect service availability. Scheduled maintenance will be communicated to partners at least 48 hours in advance when possible.

7.3 Performance Metrics

Ad Nomina provides transparent reporting on conversion rates, contact attempt metrics, call quality scores, and ROI analytics. However, conversion performance depends significantly on lead quality, partner offerings, and market conditions. Ad Nomina does not guarantee specific conversion rates or revenue outcomes.

8. Intellectual Property

8.1 Ad Nomina Property

Ad Nomina retains all rights, title, and interest in:

• AI algorithms, voice agent technology, and software platforms
• Proprietary analytics, reporting tools, and dashboards
• Trademarks, logos, branding, and marketing materials
• Documentation, training materials, and technical specifications
• Methodologies, processes, and business systems

8.2 License Grant

Ad Nomina grants partners a limited, non-exclusive, non-transferable license to access and use Ad Nomina services during the term of the partnership, solely for the partner's internal business operations.

8.3 Partner Property

Partners retain ownership of their business name, trademarks, lead data, consumer relationships, and proprietary information. Ad Nomina may use partner name and logo for case studies or marketing materials only with prior written consent.

9. Warranties and Disclaimers

9.1 Ad Nomina Warranties

Ad Nomina warrants that:

• Services will be performed in a professional and workmanlike manner
• We maintain appropriate compliance infrastructure and monitoring systems
• Our technology and processes comply with applicable U.S. laws and regulations
• We have the legal authority and capacity to provide services

9.2 Partner Warranties

Partners warrant that:

• All leads provided include valid, documented consumer consent
• They possess all necessary licenses and regulatory approvals
• Lead generation practices comply with all applicable laws
• Information provided to Ad Nomina is accurate and complete

9.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AD NOMINA PROVIDES SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AD NOMINA DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE, OR SECURE SERVICE DELIVERY.

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AD NOMINA'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO SERVICES PROVIDED SHALL NOT EXCEED THE TOTAL FEES PAID BY PARTNER TO AD NOMINA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.2 Exclusion of Consequential Damages

IN NO EVENT SHALL AD NOMINA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exceptions

These limitations do not apply to: (a) Ad Nomina's gross negligence or willful misconduct, (b) death or bodily injury caused by Ad Nomina's negligence, (c) fraud or fraudulent misrepresentation, or (d) any liability that cannot be excluded or limited by law.

11. Indemnification

11.1 Partner Indemnification

Partners agree to indemnify, defend, and hold harmless Ad Nomina, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Partner's breach of these Terms or Partner Agreements
• Partner's violation of applicable laws or regulations
• Lack of proper consumer consent for leads provided
• Partner's lead generation practices or consumer relationships
• Third-party claims related to partner's use of services

11.2 Ad Nomina Indemnification

Ad Nomina will indemnify partners against claims that Ad Nomina's technology infringes third-party intellectual property rights, provided partner promptly notifies Ad Nomina of such claims and cooperates in defense efforts.

12. Term and Termination

12.1 Agreement Term

The term of partnership begins upon execution of a Partner Agreement and continues as specified therein (typically month-to-month or annual terms with automatic renewal).

12.2 Termination for Convenience

Either party may terminate the partnership for convenience with 30 days' written notice, unless different terms are specified in the Partner Agreement.

12.3 Termination for Cause

Either party may terminate immediately for cause if the other party:

• Materially breaches these Terms or Partner Agreements and fails to cure within 10 days of written notice
• Engages in fraudulent, illegal, or unethical conduct
• Becomes insolvent, files for bankruptcy, or ceases business operations
• Violates compliance requirements creating regulatory risk

12.4 Effects of Termination

Upon termination: (a) partner access to services will cease, (b) outstanding invoices become immediately due, (c) Ad Nomina will return or delete partner data as directed (subject to legal retention requirements), and (d) confidentiality obligations survive indefinitely.

13. Dispute Resolution

13.1 Informal Resolution

Parties agree to first attempt to resolve disputes through good-faith negotiation. Either party may initiate negotiation by providing written notice describing the dispute to the other party's designated representative.

13.2 Binding Arbitration

If disputes cannot be resolved through negotiation within 30 days, they shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator in the U.S. state where Ad Nomina maintains its principal place of business.

13.3 Exceptions to Arbitration

Either party may seek injunctive relief in court for:

• Intellectual property infringement
• Breach of confidentiality obligations
• Unauthorized access to systems or data
• Imminent harm requiring immediate judicial intervention

13.4 Class Action Waiver

Parties agree that disputes will be resolved individually and waive any right to participate in class actions, class arbitrations, or representative proceedings.

14. Governing Law and Jurisdiction

These Terms of Service are governed by the laws of the United States and the state in which Ad Nomina maintains its principal place of business, without regard to conflict of law principles.

Any legal proceedings (excluding arbitration) must be brought exclusively in the state or federal courts located in the jurisdiction of Ad Nomina's principal place of business, and both parties consent to the personal jurisdiction of such courts.

15. General Provisions

15.1 Entire Agreement

These Terms of Service, together with executed Partner Agreements and referenced policies, constitute the entire agreement between parties and supersede all prior agreements, representations, and understandings.

15.2 Amendments

Ad Nomina may modify these Terms of Service by providing 30 days' written notice to partners. Continued use of services after the effective date constitutes acceptance of modified terms. Material changes to Partner Agreements require mutual written consent.

15.3 Assignment

Partners may not assign or transfer their rights or obligations without Ad Nomina's prior written consent. Ad Nomina may assign these Terms in connection with a merger, acquisition, or sale of business assets.

15.4 Severability

If any provision of these Terms is found unenforceable, the remaining provisions shall continue in full force and effect. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

15.5 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Waivers must be in writing and signed by the waiving party.

15.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet/telecommunications failures.

15.7 Relationship of Parties

Ad Nomina and partners are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.

16. Contact Information

For questions regarding these Terms of Service or to provide legal notices:

Legal notices are effective upon receipt or three business days after mailing, whichever occurs first.