EFFECTIVE DATE: November 1, 2025

This Annual Subscription Agreement (“Agreement”) is between the Blacklist Alliance Ltd. (“Blacklist Alliance,” “we” or “us”) and the legal entity for which a Blacklist Alliance subscription plan was purchased (“Subscriber,” “you” or “your”) and sets forth the general terms and conditions of a subscription to the Blacklist Alliance service and governs how you may use and manage your Blacklist Alliance account and the Services you receive.

When you purchase a Blacklist Alliance subscription, you are confirming your understanding of the terms of this Agreement and our Privacy Policy and general Terms of Service, which are incorporated herein by reference. If your subscription plan includes prepaid legal services, please click here to review our Covered Legal Services Addendum, which is also incorporated herein by reference.

If you purchased a scrub block or downgraded your account to pay-as-you-go, click here to view our Scrub Block Terms of Service.

1. DEFINITIONS. For the purposes of this Agreement:

1. “Authorized User" means your employees, consultants, contractors, and agents (i) who are authorized by you to access and use the Service under the rights granted to you pursuant to this Agreement and (ii) for whom access to the Service has been purchased hereunder.
2. “Blacklist IP" means the Litigation Firewall System, Services, Documentation, and any and all intellectual property provided to you or any Authorized User in connection with your use of the Services. For the avoidance of doubt, Blacklist IP includes any information, data, or other content derived from our monitoring of your access to or use of the Services but does not include Customer Data.
3. “Documentation" means our Subscriber Dashboard Guide, API Documentation, and any other user manuals, handbooks, or guides provided by us relating to the Services.
4. “Litigation Firewall System” means our proprietary online application that enables users to query our Proprietary Data Feeds to scrub out high risk contact data.
5. “Proprietary Data Feeds” means the high-risk contact data, including phone numbers and email addresses, collected and analyzed by the Blacklist Alliance.
6. “Scrub” means an API request submitted by Subscriber to the Litigation Firewall System to check a number for litigation risk against Proprietary Data Feeds and/or the National DNC.
7. “Services” means the services included in your subscription, which include use of our Litigation Firewall System, litigation monitoring, case database access, online compliance training, and base legal support. All subscriptions also include the ability to scrub against the National DNC Registry (“National DNC”) with a valid Subscription Account Number (SAN) in accordance with the parameters of your National DNC subscription, as well as included state DNC registries. Higher level subscription plans include prepaid attorney services, the terms of which are described in the Covered Legal Services Addendum.
8. “Subscriber Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by Subscriber or an Authorized User through use of the Services, including data checked against the Litigation Firewall System API.
9. “Subscription Plan” means the subscription plan selected by Subscriber on the Blacklist Alliance website, together with any subsequent upgrades or downgrades to the Subscription Plan Subscriber may request.
10. “Subscription Fee” means the base monthly fee associated with the Subscription Plan.
11. “Term” means the effective term of this Agreement as detailed in Section 7.

2. Access and Documentation License. Subject to and conditioned on the timely payment of Subscription Fees and compliance with all other terms and conditions of this Agreement, Blacklist Alliance hereby grants you a non-exclusive, non-transferable right to access and use the Litigation Firewall System and the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to your internal use. Following your execution of this Agreement and payment of the initial Subscription Fee, we will provide access credentials to allow you to access the Services. Blacklist Alliance also grants you a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for your internal business purposes in connection with your use of the Services.

3. Restrictions.

1. Usage Restrictions: You shall not use or attempt to use the Litigation Firewall System to: (i) scrub data belonging to or on behalf of any third party as a reseller absent a reseller account, or in any other manner absent our express consent; (ii) scrub data records in excess of the limit included within your current subscription (not including permitted overages); (iii) circumvent the limitations of your National Do-Not-Call (DNC) Registry subscription (including subscribed area codes) or use the Subscription Account Number (SAN) of a third party without proper authorization or to scrub against DNC data for anyone other than the owner of the SAN; (iv) Access the Litigation Firewall System using more than 230 simultaneous connections, or take any other action that may impose an unreasonable or disproportionately large load on system infrastructure (as determined by us in our sole discretion), or (v) knowingly disseminate or transmit any worms, viruses or other harmful, disruptive or destructive files, code, programs or other similar technologies, or otherwise utilize the Litigation Firewall System or the Service in any manner that violates any statute, rule, or regulation.
2. General Restrictions: You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
3. Violations: We reserve the right to take any action we deem appropriate if we determine, in our sole and absolute discretion, that you have engaged in any of the restricted actions described above, or otherwise violated any of the terms of this Agreement. Such action may include suspending your access pursuant to Section 5, cancelling your account, or initiating civil or criminal legal proceedings.
4. Subscriber Data Policy. Unless Subscriber uses the Litigation Firewall System to scrub against the National Do-Not-Call (DNC) Registry, all Subscriber Data checked against the Litigation Firewall System is only retained by us for thirty (30) days. The Litigation Firewall System acts as a filter only and does not provide data included in our Proprietary Data Feeds. Scrubbed versions of any files uploaded for manual scrubbing will be automatically downloaded to Subscriber’s computer and will be deleted from our servers after 30 days. API checks for numbers listed on the National DNC Registry are maintained by us for a period of five (5) years in accordance with applicable FCC and FTC regulations. Notwithstanding the foregoing, we reserve the right to maintain System access and usage logs (including API return data) for our own internal business purposes for so long as we deem fit.

4. Reservation of Rights. We reserve all rights not expressly granted in this Agreement. Except for the limited rights and licenses expressly granted hereunder, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Blacklist IP.

5. Service Suspension. Notwithstanding anything to the contrary in this Agreement, we may temporarily suspend your access (and that of any Authorized User) to any portion or all of the Services (a “Service Suspension”) if we reasonably determine that (i) there is a threat of or an attack on the Litigation Firewall System or any of the Blacklist IP; (ii) your use of the Litigation Firewall System disrupts or poses a security risk to our company, the Blacklist IP, or to any other subscriber; or (iii) you are using the Litigation Firewall System or any aspect of the Services for fraudulent or illegal activities or otherwise in breach of the terms set forth herein. We also reserve the right to rate limit API queries we deem excessive or otherwise restrict access to the Litigation Firewall System with or without cause in our sole and absolute discretion.

A Service Suspension may also occur due to a Force Majeure event, or if a third-party vendor suspends or terminates our access to or use of any products or services required to enable your access to the Services. In such circumstances, we shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Services following any Service Suspension. We shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. The Blacklist Alliance will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any Authorized User may incur as a result of a Service Suspension.

6. Your Responsibilities and Obligations. You are responsible and liable for all uses of the Litigation Firewall System and Services under your account resulting from access you provide, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. You are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You further acknowledge and agree to the following:

1. You agree not to exceed the aggregate number of Authorized Users included with your subscription level.
2. Login details assigned to an Authorized User may only be used by that Authorized User. Multiple users may not share the same login details.
3. You agree to provide and maintain accurate and complete account and login information, including that of Authorized Users, and to promptly notify us of any changes.
4. You agree to maintain, and ensure that end users maintain, all account login details and passwords secure at all times. In the event you discover any unauthorized access and/or use of your account, you agree to immediately terminate such access and/or use, and to promptly notify us in writing
5. You agree to pay for any Litigation Firewall System scrubs that exceed the maximum included with your current subscription level.
6. You are solely responsible for maintaining all records required by applicable statutes, rules, and regulations, including (without limitation) those set forth in the Telemarketing Sales Rule (16 CFR §310.5(a)) and the Telephone Consumer Protection Act (47 U.S.C. §227).

7. Term and Termination. To purchase a Subscription Plan, you must complete the checkout process through our online credit card processor, during which a valid credit card number (“Card on File”) and billing information must be provided. This Agreement take effect on the date of such purchase (the “Billing Start Date”) and shall remain in force for a 1-, 2-, or 3-year Term as selected by you when purchasing the Subscription Plan. Upon expiry, this Agreement shall continue for additional one (1) year terms thereafter unless either party notifies the other of its intent not to renew this Agreement under the same terms no less than thirty (30) days prior to the next Renewal Date.

1. Cancellation Period: For a period of 90 days following the Billing Start Date (the “Cancellation Period”), you may cancel this Agreement without cause or penalty by notifying your account manager or by emailing us at support@blacklistalliance.com. In the event of such cancellation, all amounts owed to us shall be due and payable on or before the scheduled termination date. Following the Cancellation Period, this Agreement may only be terminated prior to its scheduled termination date by mutual agreement or if either Party commits a breach of any provision hereunder and fails to remedy such breach within ten (10) days of receiving written notice thereof by the non-breaching Party. The non-breaching Party shall then deliver a second written notice to the breaching Party terminating this Agreement, in which event this Agreement, and the licenses granted hereunder, will terminate on the date specified in such second notice.
2. Liquidated Damages: If this Agreement is terminated by you after the Cancellation Period and before the end of the Term for any other reason, you agree to pay us as liquidated damages the amount due for the previous calendar month times the number of months remaining in the Term within 30 days after such termination. The Parties agree that the liquidated damages under this clause are not intended to be and will not be punitive in effect and are instead a genuine pre-estimate of loss (which may be difficult to ascertain) resulting from early termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, if you receive any notice of late payment under this Agreement in any form, written or electronic, from us, such notice will not be deemed to be a Notice of Breach unless otherwise specified as such.

8. Billing. Subscription Fees are charged on a monthly basis (the “Subscription Period”) throughout the Term. Charges for the initial Subscription Period are payable on the Billing Start Date, and subsequent charges will be automatically billed the same day of each month thereafter (a “Renewal Date”). The Renewal Date for subscriptions that commenced on the 31st day of the month will be the last day of any month that is shorter. All Subscription Plan charges are exclusive of taxes and fees for accessing the National DNC Registry as detailed in Section 8(h).

1. Invoicing and Payment: We will invoice in advance for the upcoming Subscription Period in accordance with the Subscription Plan then in effect, with payment due upon the Renewal Date. Any Services with charges based on usage or any other charges not identifiable in advance (“Additional Fees”) will be charged in arrears on subsequent invoices. Subscriber understands and agrees that monthly Subscription Fees and Additional Fees are to be charged to the Card on File.
2. Overage Charges: Your account representative will notify you when your account is approaching or has exceeded the data request limit. Unless you discontinue usage or upgrade your Subscription Plan, by continuing to request data, you agree to be charged the overage charges associated with your Subscription Plan. Overage charges may be billed to your card at any time prior to the last day of the Subscription Period immediately following that in which the overage fees were incurred.
3. Declined Payments: If your Card on File is declined for payment, your account may be suspended until you provide a new card or otherwise update the card we have on file.
4. UNLESS YOU CANCEL YOUR SUBSCRIPTION WITHIN THE CANCELLATION PERIOD OR AT THE CONCLUSION OF THE TERM, YOU UNDERSTAND YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEE USING ANY CREDIT CARD WE HAVE ON RECORD FOR YOU.
5. Changing Your Subscription Plan: You may change your Subscription Plan to a higher- or lower-level plan by notifying your account manager or by emailing the request to support@blacklistalliance.com. If you upgrade your Subscription Plan, you agree to pay any associated subscription fees using the Card on File whenever such fees are due.
6. Pausing Your Subscription Plan: You may request a temporary pause of your Subscription Plan for a period of up two (2) months by submitting the request to your account manager or to support@blacklistalliance.com at least five (5) days prior to the upcoming Subscription Period for which the request applies. If your request is granted, Subscription Fee payments and your access to the Services will be paused until the Subscription Plan resumes. Pause requests will be considered on a case-to-case basis and may be granted or denied at our sole and absolute discretion. If a pause request is granted, the Term shall be extended for the period of the pause, and Subscription Fee payments will automatically resume at conclusion of the pause period.
7. Refund Policy and Amended Billing: Subscription Fees, Additional Fees (including overage fees) and extra scrub purchases are non-refundable except as expressly set forth in this Agreement. We reserve the right to amend the previous billing cycle to account for services that were not billed or billed incorrectly.
8. Fees for the Accessing National DNC: You may use the Litigation Firewall System to scrub against numbers on the National DNC Registry in accordance with the parameters of your SAN. Each scrub shall be counted against the scrub limit included in your subscription plan. Fees for accessing the National DNC Registry are charged by and payable to the Federal Trade Commission in connection with your National DNC Registry subscription.

9. Service Disclaimer. The Blacklist Alliance is NOT a law firm. If you request legal assistance via the Member Dashboard, any response you receive that is not from a licensed attorney is for informational purposes only and does NOT constitute legal advice. An attorney response does not automatically create an attorney-client relationship between you and the responding attorney. An attorney-client relationship can only be created by a written agreement between you and the attorney. Any actions you undertake based upon the information provided in a response is at your sole risk. As set forth in Section 10 below, under no circumstances shall the Blacklist Alliance or any responding attorney be held liable for any actions you undertake based upon a response to a legal assistance request, absent a written attorney-client relationship.

10. No Warranty. Services are provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the Service to achieve your intended results. EXCEPT AS OTHERWISE SPECIFIED HEREIN, BLACKLIST ALLIANCE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL PREVENT THIRD PARTIES FROM THREATENING OR BRINGING ANY LEGAL ACTION AGAINST YOU. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT OR MAKE ANY REPRESENTATION CONCERNING THE ACCURACY OF ANY INFORMATION, RESULTS, OR INFORMATION THAT YOU OBTAIN THROUGH THE SERVICE OR REGARDING ANY DATA OR CONTENT IN AN ACCOUNT. IF YOU RELY ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY RESULTS OR OTHER INFORMATION PROVIDED BY THE SERVICE, YOU DO SO SOLELY AT YOUR OWN RISK. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply to you.

11. Limitation of Liability and Release. In no event shall we be liable to you or any other party for any indirect, special, incidental, consequential, or punitive damages, however and wherever arising, that may result from the delivery or failure of the System or any Services, including without limitation to losses incurred due to: (a) any legal actions threatened or filed against you by a third party in any forum for any reason; (b) any actions you undertake based upon information provided to you in response to a request for legal assistance; (c) any actions undertaken (or not undertaken) on your behalf by a participating Blacklist Alliance attorney to whom you were referred; (d) API failures or restrictions, IP address restrictions, disabled API access due to payment failure, software glitches, server failures, power outages, or any other issue; (e) any delays in or failure of the System to operate as described; (f) any unauthorized disclosure of account information that may occur through the actions of any third party, such as hackers; (g) any damage to your website code or content resulting from your use of our API; (h) damages or losses of any kind resulting from actions you take in reliance upon any information provided by the Litigation Firewall System, Services, or Documentation; (i) an inability to obtain technical or customer support, including without limitation via phone, chat, or email; and (j) any other damages or losses you may incur in connection with the Litigation Firewall System, Services, or Documentation. IN NO EVENT SHALL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SERVICE EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU FOR A PERIOD OF TWO (2) MONTHS PRIOR TO BRINGING THE CLAIM. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH IN THIS SECTION MAY NOT APPLY TO YOU.

12. Indemnification. You agree to indemnify, hold harmless, and defend the Blacklist Alliance, together with its officers, directors, employees, agents, subsidiaries, and affiliates (the “Indemnified Parties”), from and against any claims, actions, proceedings, and suits (collectively “Claims”) brought against us by any third party or regulatory agency that in any way relate to your use of the System or any Service available thereunder, and expressly agree to assume liability for any damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by us in connection with any Claim subject to this section.

13. Arbitration Agreement. You agree to arbitrate all disputes and claims that arise out of or relate to your use of the Litigation Firewall System, the Services, and the Documentation. You hereby confirm that you are waiving the right to a trial by jury or to participate in any class action based on or involving claims brought in a purported representative capacity on behalf of the general public, other users, or other persons similarly situated. This arbitration provision includes, without limitation, claims arising out of or relating to the Services or your use thereof, regardless of when they may arise.

1. Opportunity to Resolve: Prior to submitting a claim or dispute to arbitration, Subscriber must first give us an opportunity to resolve any disputes or claims by emailing a Notice of Claim that includes a detailed written description of the facts giving rise to the dispute or claim, and its underlying legal basis to legal@blacklistalliance.com. Each party shall negotiate with the other in good faith to resolve the claim. If the claim is not resolved within 60 days after our receipt of the Notice of Claim, either Party may initiate arbitration.
2. Initiating Arbitration: In the event a claim is not otherwise resolved in accordance with the preceding section, either party may start arbitration proceedings. To begin arbitration, Subscriber must send a letter requesting arbitration that describes the claim to the Plura legal department at the following address: 7040 Avenida Encinas, Suite 104, Carlsbad CA 92011. The American Arbitration Association (AAA) will arbitrate all disputes in San Diego, California, USA in accordance with the AAA Commercial Arbitration Rules, which are available at www.adr.org. Each Party shall bear its own costs in connection with the arbitration proceeding, provided that the arbitrator shall have discretion to award fees and costs to the prevailing party.

14. Choice of Law. This Agreement shall be governed in all respects by the laws of the United States and the State of California. Any claim or dispute you may have against us, whether subject to mandatory arbitration or otherwise, must be brought in San Diego county, California, except that arbitration proceedings may be conducted by telephone. For any matters not subject to mandatory arbitration, you agree to submit to the personal jurisdiction of the courts located within San Diego County, California for the purpose of litigating all such claims or disputes. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim improperly, we may recover reasonable attorneys’ fees and costs, provided that we have notified you in writing of the improperly filed claim and you have failed to withdraw the claim promptly.

15. Limitation of Actions. Any claim or cause of action arising out of your use of the System must be filed within one year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by the Blacklist to enforce or exercise any provision of this Agreement or any related right shall not constitute a waiver of that right or provision.

16. General Provisions.

1. Modifications to These Terms: We reserve the right to modify the terms of this Agreement at any time in our sole discretion. For any material modifications, notice will be posted on the main user dashboard, together with a link to the updated version of the Agreement. Subscriber’s continued use of the Services after any such changes constitutes acceptance of the new Terms. The most current version of the Terms will supersede all previous versions.
2. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.
3. Assignment. Subscriber may not transfer or assign this Agreement or any rights or obligations under thereunder, by operation of law or otherwise, without our prior written consent.
4. Force Majeure. Neither party shall be liable for any default or delay in the performance of its obligations hereunder (excluding any payment obligations) if and to the extent that such default or delay arises out of causes beyond their reasonable control, including, without limitation, acts of God, including weather-related phenomenon, earthquakes, and floods; fires; acts of war or terrorism; civil disorders, including riots, rebellions, and insurrections; labor disputes, including strikes, lockouts, and work stoppages; medical emergencies, including pandemics and quarantine restrictions; network problems, including cable cuts, power outages, network failures, and computers viruses; and any other catastrophes, national emergencies, or government orders or acts. The time for any performance required hereunder shall be extended by the delay incurred as a result of such force majeure event, and if either party is unable to perform as a result of such event, it shall act with diligence to correct or mitigate such event.

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