Terms and Conditions

Version v1126_2 · Effective Date: November 6, 2026

Preamble

These Master Terms and Conditions (the “Terms”), together with any executed Service Agreement, Statement of Work, order form, Change Order, Service Level Agreement, Acceptable Use Policy, Privacy Policy, Support Policy, and any Data Processing Agreement or Business Associate Agreement incorporated by reference (collectively, the “Agreement”), govern the provision and use of Services by and between:

Inteveo EcoLink, LLC, a Texas limited liability company (together with its affiliates, “Company,” “EcoLink,” “we,” or “us”), and the customer identified in the applicable Service Agreement (“Customer” or “you”).

Entire Agreement; Supersession. This Agreement constitutes the entire agreement between the parties as to its subject matter and supersedes all prior oral or written agreements, understandings, and communications relating to that subject matter. This Agreement does not supersede, and expressly incorporates, the Proposal, quote, or order form identified by number in the Service Agreement, which establishes the Services, quantities, pricing, discounts, credits, promotional terms, and Term applicable to Customer. In the event of a conflict between the Proposal and these Terms, the order of precedence in Section 2.4 applies. No purchase order, vendor portal terms, invoice terms, or other Customer-issued document has any effect, and any additional or conflicting terms in such a document are rejected and void, even if signed or acknowledged by Company.

Background and Purpose

A. Company provides a managed, integrated business communications solution to insurance agencies, brokers, and other business customers. Company designs the solution, procures and aggregates the components required to deliver it — including software, integration with agency management systems, recording and transcription, connectivity, equipment, and voice service obtained from one or more third-party providers — and then administers, supports, and maintains the solution for the customer over the life of the engagement.

B. Customer is purchasing that managed solution as a single integrated service. Customer has not separately negotiated, sourced, or contracted for the individual components, and relies on Company to assemble, integrate, administer, and support them.

C. Company offers the solution at a substantial discount from its standard pricing — frequently exceeding fifty percent — solely because Customer commits to purchase and maintain the complete bundle for the entire Term. That commitment is what permits Company to obtain volume-based pricing from third-party providers, to subsidize equipment and implementation, to amortize onboarding and integration effort, and to price the managed service as it has.

D. In reliance on that commitment, Company incurs obligations of corresponding duration — including third-party carrier, licensing, platform, and equipment commitments, provisioning and capacity reservation, subsidized implementation, and sales compensation — which Company cannot avoid, cancel, or mitigate if Customer terminates early or breaks the bundle.

E. The parties are sophisticated commercial entities dealing at arm’s length. Customer has a thirty (30) day period after signing in which to terminate without charge (Section 3.2A). After that period, the pricing, the Term commitment, and the consequences of early termination and Bundle Break set out in Sections 2.3 and 3 are the essential economic bargain between the parties, and each party acknowledges that Company would not have entered into this Agreement on these terms without them.

Summary of Key Commercial Terms — Please Read Before Signing

THIS SUMMARY IS PROVIDED FOR CONVENIENCE AND DOES NOT REPLACE THE FULL TERMS BELOW. IT HIGHLIGHTS THE PROVISIONS CUSTOMERS MOST OFTEN ASK ABOUT. THE FULL TEXT OF SECTION 3 CONTROLS.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SIGN THE SERVICE AGREEMENT. A PDF copy of these Terms is available on request at [email protected] at any time before or after signing.

Customer Acknowledgments

BY SIGNING A SERVICE AGREEMENT THAT REFERENCES THESE TERMS, CUSTOMER ACKNOWLEDGES AND AGREES TO EACH OF THE FOLLOWING. THESE ACKNOWLEDGMENTS ARE MATERIAL, ARE RELIED UPON BY COMPANY IN SETTING ITS PRICING, AND SURVIVE TERMINATION.

1. Opportunity to review. These Terms were made available to Customer by hyperlink in the Service Agreement before Customer signed. A PDF copy was and remains available on request at [email protected]. Customer had a reasonable opportunity to read them and to consult its own counsel.

2. Business, not consumer. Customer is a business entering into this Agreement for business purposes. It is not a consumer transaction.

3. Thirty-day exit. Customer may terminate without charge within thirty (30) days after the Effective Date (Section 3.2A). After that period, Customer has no right to terminate for convenience, dissatisfaction, or change in business circumstances.

4. Committed Term; no month-to-month. The Services are sold only for a committed Term. Company does not offer month-to-month service.

5. Pricing depends on the full bundle. The rates in the Service Agreement are a substantial discount from Company’s standard pricing, granted solely in exchange for Customer’s commitment to maintain the complete bundle for the full Term. Company would not have offered those rates otherwise.

6. What breaks the bundle. Cancelling, downgrading, or defaulting under a required third-party service; porting telephone numbers out; returning or ceasing to use bundled equipment; dropping below the committed number of users, seats, or locations; substituting another product for a bundled component; revoking a letter of authorization; or revoking the payment authorization. Each is a Termination Event.

7. Early termination is payable in full and is ascertainable now. On a Termination Event, Customer owes 100% of the Monthly Recurring Charges for every remaining month of the Term, immediately, plus a fixed per-unit charge for any Company equipment not returned within thirty (30) days, plus all amounts already past due. The amount is calculated solely from figures stated on the face of the Service Agreement and can be determined by Customer at signing.

8. Payment is absolute. Customer’s obligation to pay is absolute and unconditional, not subject to setoff, defense, counterclaim, or deduction, including any dispute with Company or any third-party provider (Section 3.5).

9. Third-party services are separate. Voice service and related equipment are provided by a third party under a separate agreement between Customer and that provider, which that provider enforces independently. That provider’s acts, omissions, outages, price changes, or termination are not Company’s breach and do not excuse Customer’s obligations to Company (Section 10.2).

10. Order of precedence. Customer acknowledges that Section 2.4 governs which document controls in the event of a conflict: the Service Agreement controls commercial terms — services, quantities, pricing, Term length, locations — and these Terms control legal terms unless the Service Agreement expressly amends a numbered Section. A general statement that the Service Agreement “takes precedence” does not change this.

11. No reliance. Customer has not relied on any statement not written in this Agreement, including anything said by a sales representative or reseller about pricing, cancellation, or contract length (Section 15.13).

1. Definitions

“AUP” means Company’s Acceptable Use Policy, as published at https://ecolink.inteveo.com/legal and made available to Customer on request. Where no AUP is published, the acceptable-use obligations in Section 5 apply in its place, and this Agreement is fully effective without an AUP.

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including pricing, product roadmaps, security documentation, and Customer Data. It does not include information that is or becomes public through no fault of the recipient, was rightfully known to the recipient without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the discloser’s Confidential Information.

“Customer Data” means data, content, and communications submitted to, transmitted through, generated by, or stored in the Services by or on behalf of Customer, including call recordings, transcriptions, voicemail, messages, and records synchronized from Customer’s systems.

“Documentation” means Company’s then-current published user and technical documentation for the Services.

“Effective Date” means the date of the last signature on the applicable Service Agreement, as recorded in the completion certificate generated by the electronic signature service.

“Fees” means all amounts payable under a Service Agreement, including Monthly Recurring Charges, Non-Recurring Charges, usage charges, pass-through charges, taxes, and surcharges.

“Initial Term” has the meaning in Section 3.2.

“Monthly Recurring Charges” or “MRC” means the recurring monthly charges for the Services set forth in the Service Agreement, as adjusted under Section 4.3. MRC is the “committed” monthly amount to which Customer is obligated for the full Term, calculated on the Committed Seats, regardless of actual usage, seat count reductions, or location closures (Section 4.8A).

“Change Order” means a document that modifies an executed Service Agreement, is in writing, references these Terms, and is signed by an authorized representative of each party. No amendment, addition, reduction, substitution, or other modification to a Service Agreement is effective except by Change Order or as otherwise expressly permitted in Sections 2.5 and 4.3. Email correspondence, verbal agreement, a support ticket, an invoice, a portal entry, and course of conduct are not a Change Order.

“Committed Seats” means the quantity of users, seats, licenses, endpoints, and locations set forth in the Service Agreement as of the Effective Date. Where the Service Agreement or Proposal states quantities for more than one line item, Committed Seats means the stated quantity for each such line item, and the commitment and floor in Section 4.8A apply to each line item separately. Committed Seats are increased from time to time under Section 4.8A, and are a floor that does not decrease during the Term for any reason.

“Bundle Break” means any act or omission by Customer that discontinues, reduces, replaces, or fails to maintain any element of the Bundle Commitment, including: cancelling, non-renewing, downgrading, or defaulting under a required Third-Party Provider agreement; porting out telephone numbers; returning, removing from service, or ceasing to use bundled equipment; reducing users, seats, or locations below the Committed Seats; substituting a third-party product or service for a bundled component; or revoking a letter of authorization required under Section 10.8. A Bundle Break is a Termination Event under Section 3.6.

“Bundle Commitment” means Customer’s commitment to purchase and maintain, for the entire Term, all components of the bundled solution identified in the Service Agreement — including the Company-provided platform and managed services, the voice service procured from a Third-Party Provider, the committed quantity of users, seats, or locations, and the equipment provided under the bundle.

“Bundled Rate” means the per-seat rate stated in the Service Agreement, offered solely in consideration of Customer’s Bundle Commitment for the full Term.

“Non-Recurring Charges” or “NRC” means one-time charges, including installation, setup, activation, provisioning, professional services, onboarding, and equipment charges.

“Proposal” means the quote, proposal, or order form identified by number in the Service Agreement.

“Renewal Term” has the meaning in Section 3.3.

“Security Incident” means a confirmed unauthorized access to, or unauthorized acquisition, disclosure, alteration, or destruction of, Customer Data in Company’s possession or control. It does not include unsuccessful access attempts, pings, port scans, or similar events that do not compromise Customer Data.

“Service Agreement” means an order document executed by both parties that references these Terms.

“Services” means the services described in a Service Agreement, including voice, messaging, call recording, transcription, integration, and related services.

“SLA” means a Service Level Agreement, if any, that Company publishes at https://ecolink.inteveo.com/legal and identifies as applicable to a Service. No SLA applies to a Service unless Company has published one for it.

“Term” means the Initial Term together with all Renewal Terms.

“Third-Party Provider” means a third party whose products or services are required for, resold with, or integrated into the Services, including RingCentral, underlying telecommunications carriers, equipment manufacturers, and agency management system vendors.

2. Delivery of Services

2.1 Provision of Services. Company shall provide, and Customer shall pay for, the Services set forth in each Service Agreement for the Term, subject to this Agreement.

2.2 Credit Approval and Assurances. Provision of Services is subject to Company’s credit approval. Customer authorizes Company to obtain consumer and commercial credit reports and to make credit inquiries regarding Customer and any guarantor, for the purpose of evaluating creditworthiness and collecting amounts owed, and consents to Company’s reporting of Customer’s payment history to credit reporting agencies. Company may require a security deposit, prepayment, letter of credit, or a personal guaranty in Company’s standard form, at the outset or upon a material adverse change in Customer’s financial condition or payment history.

2.3 Scope. Each Service Agreement describes the Services, quantities, Fees, billing arrangements, and Term. Services not expressly described are not included.

Bundled Solution; Split Invoicing. Where the Service Agreement identifies a bundled or integrated solution, Customer is purchasing a single integrated managed solution at a single bundled price. The solution is delivered through a combination of Company-provided components — including solution design, software, integration, recording, transcription, administration, connectivity, support, and hardware — together with voice service and related hardware that Company procures from a Third-Party Provider on Customer’s behalf.

(a) Term-based pricing. The rates in the Service Agreement are offered solely because Customer commits to purchase and maintain the entire bundled solution — voice, integration, managed services, support, and equipment — together, for the full Term. Customer acknowledges that Company would not have offered those rates absent that commitment, and that the commitment is a material inducement to Company’s pricing.

(b) Nature of Company’s Fees. Company’s Fees are consideration for the managed solution as a whole — including solution design, procurement and aggregation of third-party components, the negotiated bundled pricing Company makes available to Customer, integration with Customer’s systems, administration of Customer’s accounts, ongoing support, and lifecycle management — and are not consideration for the resale of any individual Third-Party Provider service. Customer acknowledges that Company’s Fees would be payable in full for the managed solution irrespective of the identity, pricing, or availability of any Third-Party Provider component.

(c) Split invoicing. The bundled price is invoiced to Customer in two parts: the portion billed directly to Customer by the Third-Party Provider under that provider’s own agreement, and the remaining portion billed by Company. This is a billing arrangement only; it does not divide the solution into separately purchased components, and amounts billed by a Third-Party Provider are not Fees under this Agreement. Company neither collects, controls, guarantees, nor is responsible for those amounts.

(d) Company’s charge is fixed and indivisible. The portion of the bundled price billed by Company is a single, indivisible Monthly Recurring Charge and is not allocated among, or attributable to, individual components. Changes to a Third-Party Provider’s charges do not change Company’s Monthly Recurring Charge, and Customer may not discontinue, reduce, or replace any component and claim a corresponding reduction in it. The unavailability, discontinuation, substitution, or replacement of any component does not reduce Company’s Fees or entitle Customer to terminate.

(e) No cross-billing effect. Amounts Customer owes or disputes with a Third-Party Provider may not be withheld, deducted, or set off against Fees owed to Company (Section 3.5). Non-payment to a Third-Party Provider, or that provider’s resulting suspension or termination, does not suspend, reduce, or excuse Customer’s obligations to Company.

(f) Early termination. The Early Termination Charge is calculated on Company’s charges only — the remaining Monthly Recurring Charges, unreturned equipment at the fixed per-unit charge, and arrears, as described in Section 3.7(b) — and does not include any amount billed to Customer directly by a Third-Party Provider. It is separate from and in addition to any charge, fee, or commitment Customer owes a Third-Party Provider under that provider’s own agreement, which that provider may enforce independently.

2.4 Order of Precedence.

(a) Commercial terms. As to commercial terms — the Services purchased, quantities, seats, locations, pricing and discounts, credits and promotional allowances, billing arrangements, the length of the Initial Term, and service addresses — the following order controls, in descending priority: (i) the most recent fully executed Service Agreement, Statement of Work, or Change Order; (ii) the Proposal identified in the Service Agreement; (iii) the Service Schedules in Section 16; (iv) these Terms.

(b) Legal terms. As to all other provisions — including term commencement and duration mechanics, renewal, termination, the Early Termination Charge, payment authorization and its duration, warranties, disclaimers, limitation of liability, indemnification, confidentiality, data and privacy, intellectual property, insurance, and dispute resolution — these Terms control over any Service Agreement, Proposal, quote, order form, purchase order, or other document, notwithstanding any contrary or additional language in that document. A Service Agreement varies a legal term only where it expressly identifies, by number, the Section of these Terms it is amending and states the amended language. General, preprinted, or boilerplate language in a Service Agreement or Proposal does not satisfy this requirement. This includes any general statement in a Service Agreement, Proposal, quote, or order form to the effect that the Service Agreement “takes precedence,” “controls,” or “prevails” over these Terms: such a statement is a general precedence provision, is given effect only as to commercial terms under subsection (a), and does not vary, override, or displace any legal term of these Terms. Where a Service Agreement contains language addressing a subject also addressed by a legal term of these Terms — including term commencement, renewal, termination, early termination charges, payment authorization and its duration, or dispute resolution — and does not expressly identify by number the Section it amends, these Terms control as to that subject.

(c) Negotiated addenda. A separately signed addendum executed by an authorized representative of each party — including a Data Processing Agreement, Business Associate Agreement, PCI addendum, or negotiated amendment — controls over both subsections (a) and (b) as to the matters it addresses.

(d) Policies and documentation. The SLA, then the AUP, then the Support Policy, then the Documentation, control in that order below these Terms.

(e) Interpretation. Where two provisions within these Terms address the same subject matter, the more specific provision controls. As between these Terms and any other document, a specific provision of these Terms addressing a subject controls over a general or unspecific provision of that other document addressing the same subject, including any general precedence, conflict, or “entire agreement” statement. Customer agrees that this Section 2.4 governs the resolution of every conflict between this Agreement’s constituent documents, notwithstanding any contrary statement in any of them. Nothing in this Section limits Section 15.1.

2.5 Incorporated Policies and Schedules. The Service Schedules in Section 16 form part of this Agreement. To the extent Company publishes an SLA, AUP, Privacy Policy, or Support Policy at https://ecolink.inteveo.com/legal and identifies it as applicable to the Services, that document is also incorporated into and forms part of this Agreement.

These Terms are complete and fully enforceable on their own. Where a policy referred to in this Agreement has not been published or made available, that policy simply does not apply, imposes no obligation on either party, and its absence does not affect the validity or enforceability of any other provision. Current versions are published at https://ecolink.inteveo.com/legal. Company will also provide a copy of any published policy, and a PDF copy of these Terms, on request at [email protected].

Reference in a signed document. A reference in a Service Agreement, Proposal, quote, or order form to Company’s “Terms and Conditions,” “standard Terms and Conditions,” “Terms,” or any similar phrase means these Terms together with every Service Schedule, policy, and annex incorporated by them, including any published SLA, AUP, Privacy Policy, and Support Policy. Customer’s acceptance of these Terms constitutes acceptance of each incorporated document, whether or not that document is separately named in the signed document.

• Company may update a published SLA, AUP, or Support Policy upon thirty (30) days’ notice for material changes.
• The Privacy Policy may be updated as provided in that policy.
• A DPA or BAA, if executed, may be modified only by mutual written agreement.

2.6 Version Control. The version of these Terms incorporated into a Service Agreement is the version identified by version number and effective date in that Service Agreement, or if none is identified, the version published at https://ecolink.inteveo.com/terms-conditions/ as of the Effective Date. Company retains a dated copy of each version of these Terms and will provide Customer with a PDF copy of the version applicable to its Service Agreement on request at [email protected] at any time. Subsequent revisions do not apply to an executed Service Agreement except as expressly permitted in Section 2.5.

3. Term, Renewal, and Early Termination

3.1 Service Commencement Date. The “Service Commencement Date” is the earlier of (a) the date Company makes the Services available to Customer for production use, or (b) sixty (60) days after the Effective Date. This Section controls over any “start date,” “subscription date,” “effective date,” or similar date stated in a Service Agreement or Proposal for purposes of determining when the Term begins and when billing begins (Section 2.4(b)). The Service Commencement Date applies regardless of whether Customer has completed onboarding, provided site access, ported numbers, or activated any Third-Party Provider service. Delays attributable to Customer, Customer’s vendors, or Customer’s carriers do not postpone the Service Commencement Date. Billing begins on the Service Commencement Date. Where the Proposal states a Start Date, the Service Commencement Date is the earlier of that date or the date Company makes the Services available for production use; a Start Date so stated may not be more than ninety (90) days after the Effective Date. Otherwise it is the earlier of availability or sixty (60) days after the Effective Date.

3.2 Initial Term. The Services are provided only for a committed Initial Term. Company does not offer the Services on a month-to-month basis. The Initial Term begins on the Service Commencement Date and continues for the period stated in the Service Agreement or, if not stated there, the period stated in the Proposal. If neither states an Initial Term, the Initial Term is forty-eight (48) months.

3.2A Thirty-Day Opt-Out. Customer may terminate this Agreement without an Early Termination Charge and without penalty by delivering written notice to Company under Section 15.8 within thirty (30) days after the Effective Date. Upon such termination Customer shall pay for Services actually rendered through the termination date, return all Company-provided equipment under Section 10.7, and remains responsible for any obligation to a Third-Party Provider under that provider’s own agreement.

This is Customer’s only right to terminate for convenience. After the thirty (30) day period expires, Customer has no right to terminate this Agreement for convenience, for dissatisfaction, for change in business circumstances, or for any reason other than Company’s uncured material breach under Section 3.8, and every termination or Bundle Break thereafter is a Termination Event under Section 3.6 giving rise to the Early Termination Charge in full.

3.3 Renewal. Upon expiration of the Initial Term this Agreement automatically renews for successive twelve (12) month Renewal Terms at Company’s then-current rates, unless either party delivers written notice of non-renewal at least ninety (90) days before the end of the then-current Term. All provisions of this Agreement, including this Section 3, apply during each Renewal Term.

Company shall send Customer written notice of each upcoming automatic renewal, identifying the renewal date, the length of the Renewal Term, the then-current rates, and the deadline for giving non-renewal notice. Company shall give that notice within the period, and by the method, required by the law of the state in which Customer’s principal place of business or service location is situated (see Annex 1); where no such law applies, Company shall give the notice not less than thirty (30) and not more than sixty (60) days before the non-renewal deadline. If Company fails to give the notice required by this Section, the Agreement shall not automatically renew; instead the Services shall continue at the then-current rates, terminable by Customer on thirty (30) days’ written notice and without an Early Termination Charge, until Company gives such notice and the applicable notice period has run.

3.4 Holdover. If, following a valid notice of non-renewal, the parties continue the Services past expiration without executing a new Service Agreement, the Services continue at Company’s then-current rates as a wind-down accommodation for up to ninety (90) days, terminable by either party on thirty (30) days’ written notice, after which the Services terminate unless a new Service Agreement is executed. This Section is a transition accommodation only and is not an offering of month-to-month service. This Section applies only where a valid and timely non-renewal notice was given; absent such notice, Section 3.3 governs and the Services renew for a full Renewal Term.

3.5 Nature of the Term Commitment. Customer’s obligation to pay the Fees for the entire Term is unconditional and is fully earned by Company as of the Effective Date. Company has established the discounted rates, waived or reduced Non-Recurring Charges, promotional credits, and equipment provided under this Agreement in direct and material reliance on Customer’s commitment to the full Term, and Company has incurred corresponding Third-Party Provider, carrier, licensing, provisioning, and personnel obligations of like duration. The monthly payment schedule is a payment accommodation extended to Customer for convenience only and does not convert Customer’s Term commitment into a month-to-month obligation. Customer acknowledges that but for the Term commitment, Company would not have offered the pricing set forth in the Service Agreement.

Customer’s obligation to pay the Fees and the Early Termination Charge is absolute and unconditional. It is not subject to, and Customer waives, any abatement, reduction, setoff, defense, counterclaim, recoupment, or deduction of any kind, whether arising from any claim Customer may have against Company or any Third-Party Provider, any dispute as to the Services, any change in Customer’s business, any loss of users, seats, or locations, or any other cause whatsoever, other than Company’s uncured material breach under Section 3.8. Customer shall pursue any claim it has against Company as a separate matter under Section 14 and shall continue performing its payment obligations while that claim is pending.

3.6 Termination Events. Each of the following is a “Termination Event”:

(a) Customer terminates, cancels, or discontinues this Agreement or any Service before the end of the Term for any reason whatsoever, including for convenience, dissatisfaction, change in business needs, reduction in staff or locations, relocation, closure, merger, acquisition, sale of the business, loss of a carrier appointment, or no reason at all, other than (i) a valid termination by Customer under Section 3.2A within the thirty (30) day opt-out period, or (ii) Company’s uncured material breach under Section 3.8;

(b) Company terminates this Agreement or any Service as a result of Customer’s default under Section 5.6 or breach of Section 6;

(c) Customer ports out, disconnects, or transfers telephone numbers associated with the Services to another provider;

(d) Customer revokes, cancels, blocks, or fails to maintain the payment authorization required under the Service Agreement;

(e) Customer cancels, fails to renew, downgrades, or defaults under a required Third-Party Provider agreement (see Section 10.1);

(f) Customer ceases using the Services for sixty (60) consecutive days following written notice from Company; or

(g) Customer purports to assign this Agreement in violation of Section 15.6.

For the avoidance of doubt, a termination by Company under clause (b) is a Termination Event with the same consequences as a termination by Customer. Customer may not avoid the Early Termination Charge by ceasing payment and causing Company to terminate.

3.7 Acceleration; Early Termination Charge.

(a) Acceleration. Upon a Termination Event — regardless of the reason for it, and whether initiated by Customer or by Company — one hundred percent (100%) of all remaining amounts payable by Customer for the entire balance of the then-current Term become immediately due and payable in full as an accelerated payment obligation, together with the amounts in subsection (b). Such amounts are payable as a debt for consideration already earned by Company, and are not liquidated damages, a penalty, or a measure of Company’s damages. Because these amounts are a debt for consideration earned and not a claim for damages, principles of mitigation and avoidable-consequences do not apply to them. In any event, the parties acknowledge that Company’s costs of performance — including its third-party carrier, licensing, platform, and equipment commitments, provisioning and capacity reservation, subsidized implementation and onboarding, and sales compensation — are incurred in reliance on Customer’s commitment to the full Term, are of corresponding duration, and are not avoidable, recoverable, or materially reducible upon early termination.

(b) Early Termination Charge. The “Early Termination Charge” equals the sum of the following, each of which is a separate and independently enforceable obligation:

(1) Remaining Term Charges — one hundred percent (100%) of the Monthly Recurring Charge set forth in the Service Agreement, multiplied by every month remaining in the then-current Term, calculated from the effective date of the Termination Event through the scheduled expiration of the Term. For Services billed on a usage, per-minute, per-message, or consumption basis, or subject to a Minimum Volume Commitment, the monthly amount used in this calculation is the greater of (i) the Minimum Volume Commitment, or (ii) the average monthly charges billed for those Services during the three (3) full calendar months preceding the Termination Event, or if fewer than three full months have elapsed, the average of all full calendar months elapsed;

(2) Equipment — Customer shall either (i) return all Company-provided equipment to Company in good working order, less ordinary wear, within thirty (30) days, at Customer’s expense and using the return process Company specifies, in which case no charge arises under this subsection; or (ii) pay Company a fixed equipment charge for each unit not so returned: eight hundred dollars ($800.00) per unit for a portable 5G hotspot or MiFi device; four hundred fifty dollars ($450.00) per unit for any other item of Company-provided equipment; or such other per-unit amount as the Service Agreement states for a given item. Equipment returned late, damaged beyond ordinary wear, or incomplete is treated as not returned. This fixed charge is a reasonable pre-estimate of the value of unreturned equipment, is agreed in advance for administrative certainty, and is avoidable in full by returning the equipment. Where Company has agreed, in a Change Order or written amendment executed by both parties and attached to or incorporated into the Service Agreement, that Customer’s Third-Party Provider agreement and the associated equipment rental will continue for the balance of the Term, the rental continues on its existing terms and no charge arises under this subsection. This subsection does not apply to equipment a Third-Party Provider rents, leases, or sells directly to Customer and bills to Customer under that provider’s own agreement. This subsection does not apply to Phone Equipment as defined in Schedule C, Section C.8, which is not returnable and is payable in full for the Term in addition to the Early Termination Charge; and

(3) Arrears — all accrued and unpaid Fees, pass-through charges, taxes, surcharges, interest, administrative fees, and costs of collection through the date of payment.

(c) Nature and proportionality. The Early Termination Charge recovers only the price Customer agreed to pay for the Term it committed to, together with unreturned equipment and amounts already due. It does not exceed the total amount Customer would have paid had this Agreement run its full Term. Under subsection (i), Customer may elect to continue receiving the Services through the scheduled end of the Term after paying, so that Customer receives the full benefit of what it pays for. The parties agree that this Section is a reasonable and proportionate allocation of risk.

(d) Payment; Authorization to Debit. The Early Termination Charge is due within ten (10) days of the Termination Event without invoice, demand, or notice. Customer authorizes Company to charge the Early Termination Charge, and all other amounts due, in whole or in part, to any payment method on file, including by ACH debit. The payment authorization executed with or alongside the Service Agreement remains in full force and effect until all amounts under this Agreement are paid in full, notwithstanding any provision of that authorization permitting revocation, cancellation, or termination; and any purported revocation by Customer before payment in full is ineffective as against amounts due and is itself a Termination Event under Section 3.6(d). If a purported revocation is nevertheless held effective, the Early Termination Charge and all other amounts remain immediately due and payable, and Customer shall provide Company with an alternative payment method sufficient to satisfy those amounts within five (5) business days; failure to do so is a separate and independent default under Section 5.6. Company will provide notice of any change in debit amount as required by applicable NACHA rules.

(e) Number Portability. Company will not refuse to port Customer’s telephone numbers on the basis of unpaid amounts. Initiating a port-out is a Termination Event under Section 3.6(c) and triggers the Early Termination Charge, which remains payable notwithstanding completion of the port.

(f) Not Damages; Reformation. The parties are sophisticated commercial entities, each represented by or having had the opportunity to consult counsel, and each acknowledges that this Section reflects an arm’s-length allocation of risk and a material inducement to Company’s pricing. If a court or arbitrator determines that any portion of this Section is unenforceable as written, that portion shall be modified and reformed to the minimum extent necessary to render it enforceable and shall be enforced as so reformed; the remaining subsections continue in full force and effect. In the alternative, and solely if acceleration under subsection (a) is held unenforceable, the parties agree that Company’s damages would be difficult or impossible to estimate as of the Effective Date due to Company’s long-term carrier, licensing, and provisioning commitments, amortized implementation costs, sales compensation, and capacity reservation, and that the amount calculated under subsection (b) constitutes a reasonable forecast of just compensation.

(g) The “early termination fee” referenced in the Service Agreement. Where a Service Agreement, Proposal, quote, order form, or other signed document refers to an “early termination fee,” “ETF,” “early termination charge,” “early termination fees apply,” or any similar term, that reference means the Early Termination Charge defined and calculated in this Section 3.7, and no other amount. Customer’s acknowledgment in any signed document that it has read, understands, and agrees to the early termination fee is an acknowledgment of, and agreement to, this Section 3.7 in full.

(h) Disclosure and acknowledgment. Customer acknowledges that: (i) these Terms were made available by hyperlink in the Service Agreement before Customer signed, and a PDF copy remains available at [email protected]; (ii) Customer had a reasonable opportunity to review them and to consult counsel; (iii) Customer is a business, not a consumer; and (iv) the Early Termination Charge is a material term and a condition of the pricing set out in the Proposal, which Customer would not have received absent this Section 3.7.

Customer further acknowledges that the Early Termination Charge is ascertainable at signing from figures stated on the face of the Service Agreement — the Monthly Recurring Charge multiplied by the months then remaining in the Term, plus any unreturned equipment and past-due amounts — and requires no information outside the signed documents. This Section and the Summary of Key Commercial Terms at the front of these Terms are conspicuous and were available to Customer before signing.

(i) Election to continue Services. Where Customer has paid the Early Termination Charge in full, Customer may elect, by written notice within thirty (30) days of payment, to continue receiving the terminated Services through the originally scheduled expiration of the Term at no additional recurring charge, subject to continued compliance with this Agreement and to Customer maintaining any required Third-Party Provider service at its own cost. This election does not extend the Term, does not entitle Customer to a refund or credit, and does not affect any other provision of this Agreement.

3.7A Continuing Managed Service and Support Charge.

(a) Bundle Break consequences control. Removal, separation, disablement, or discontinuation of the EcoLink integration or platform component, while Customer continues to use voice or other services delivered or administered through Company, is a Bundle Break and a Termination Event. In that event Section 3.7 applies in full and the Early Termination Charge becomes immediately due. Nothing in this Section reduces, replaces, defers, or substitutes for those amounts, which supersede this Section in all respects.

(b) Company’s alternative election. Where Customer continues to receive managed services, administration, or support from Company for the voice component or any other component after the EcoLink integration component has been removed or separated, Company may elect, in its sole discretion and in lieu of or in addition to declaring a Bundle Break, to continue providing those managed services and to charge Customer its then-current managed service and support fee for the affected component for the remainder of the Term. Such fee is a Fee under this Agreement, is payable on the same terms as the Monthly Recurring Charge, and is subject to Sections 3.5, 4, and 14.

(c) Election is not a waiver. Company’s election under subsection (b), or its delay in making an election, is not a waiver, release, accord, satisfaction, or election of remedies, and does not prejudice Company’s right to declare a Bundle Break and enforce Section 3.7 at any later time within the applicable limitations period (Sections 3.9A and 15.2). Where Company charges under subsection (b) and later declares a Bundle Break, amounts actually paid under subsection (b) for periods after the removal or separation are credited against the Early Termination Charge.

(d) Independent value. Customer acknowledges that Company’s managed services, administration, and support have independent value apart from the EcoLink integration component, that Customer receives that value so long as Company continues to administer and support any component, and that Company’s Fees are consideration for the managed solution as a whole under Section 2.3(b).

3.8 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches and fails to cure within thirty (30) days of written notice describing the breach in reasonable detail (five (5) days for breaches creating a security risk, and seven (7) days for Customer’s failure to pay undisputed amounts). Termination by Customer under this Section for Company’s uncured material breach is not a Termination Event and does not trigger the Early Termination Charge; in that event Company will refund prepaid, unused Fees for the terminated Service.

Conditions. Customer may terminate under this Section only if it has (i) given written notice under Section 15.8 identifying the breach and the specific provision breached in reasonable detail, (ii) allowed the full cure period to run, and (iii) given a further written notice of termination within thirty (30) days after the cure period expires. Failure to satisfy each condition waives the right, and any purported termination that does not satisfy them is a Termination Event under Section 3.6(a).

Third-Party Provider failures are not Company breach. An act, omission, outage, degradation, breach, price change, suspension, insolvency, or termination by or of a Third-Party Provider is not a material breach by Company and does not give Customer any right to terminate under this Section, regardless of whether that provider cures it. Customer’s remedies for such matters lie solely against that provider under that provider’s own agreement (Section 10.2). Cure by or of a Third-Party Provider is separate from, and is not a condition of, Company’s performance; and Company’s cure obligations run only to Company’s own obligations under this Agreement. For the avoidance of doubt, the following are not material breaches by Company: unavailability addressed by the SLA; a substitution under Section 10.1B; a modification permitted by Section 10.4; a change in a Third-Party Provider’s pricing, features, or service levels; and any matter for which this Agreement states an exclusive remedy.

3.9 Effect of Termination. Upon termination or expiration: (a) Customer’s right to use the Services ends; (b) all amounts owed become immediately due; (c) Customer may export Customer Data for thirty (30) days, after which Company may delete it in accordance with the Privacy Policy; and (d) each party returns or destroys the other’s Confidential Information on request, subject to routine backup retention and legal-hold obligations.

3.9A Disconnection Without Prejudice; Election of Remedies. Upon a Termination Event, Company may disconnect, deactivate, or cease providing the Services at any time, with or without pursuing payment, and without prejudice to any amount owed. Disconnection is not a termination of Customer’s payment obligations, is not an accord or satisfaction, does not release, reduce, or forgive the Early Termination Charge or any other amount, and does not constitute an election of remedies.

Company may pursue amounts owed by any lawful means it chooses, or by none — including charging the payment method on file under Section 3.7(d), referring the account to a collection agency under Section 4.9, reporting the delinquency to credit reporting agencies under Section 2.2, offsetting under Section 4.10, or commencing an action under Section 14.5 — and may do so in any order, at any time within the applicable limitations period, and may cease and later resume doing so. Company’s forbearance is governed by Section 15.2.

3.10 Survival. Sections 1, 3.5–3.10, 4, 5.9, 6, 7, 8.2, 9, 11, 12, 13, 14, 15, and 16 survive termination or expiration.

4. Fees and Payment

4.1 Fees. Customer shall pay all Fees set forth in each Service Agreement, plus pass-through costs for third-party products or services procured on Customer’s behalf, and all applicable taxes, regulatory fees, and surcharges. Fees are exclusive of taxes. Company may also assess cost-recovery charges, administrative charges, regulatory recovery fees, and similar surcharges. Such charges are set by Company to recover its costs of complying with regulatory obligations and are not taxes and are not amounts Company is required by law to collect from Customer. Company will identify such charges separately on the invoice. Where Customer claims exemption, Customer shall provide a valid exemption certificate and shall indemnify Company for any assessment resulting from an invalid claim.

4.2 Payment Terms. Invoices are due Net 15 unless the Service Agreement, Proposal, or invoice states different payment terms, in which case those terms apply. Where a Service Agreement provides that invoiced amounts are due immediately or upon receipt, invoiced amounts are due on the date of the invoice, and amounts unpaid thereafter accrue interest and fees under Section 4.4. The initial invoice includes NRC and the first month’s MRC. Customer shall maintain a valid payment method on file for the full Term and authorizes Company to charge all amounts due to that method. Customer shall maintain, for the full Term, both (i) a primary payment method, which shall be the ACH authorization executed with the Service Agreement, and (ii) a secondary payment method, which shall be a business credit or debit card, and authorizes Company to charge all amounts due to either method. Company may charge the secondary method, automatically and without notice or further authorization, whenever an entry against the primary method is revoked, blocked, returned, reversed, dishonored, disputed, charged back, or otherwise unavailable, or whenever any amount is past due. Customer shall keep both methods current and shall replace either within five (5) business days of its expiration, closure, or cancellation. Failure to provide or maintain both methods is a breach of this Section and a Termination Event under Section 3.6(d).

4.3 Fee Changes. Pricing during the Initial Term is fixed unless otherwise stated in the Service Agreement, except that Company may pass through increases in taxes, regulatory fees, surcharges, and Third-Party Provider charges. Company may adjust pricing for any Renewal Term upon at least thirty (30) days’ prior written notice. If Customer objects in writing within ten (10) days of such notice, Company may, at its option, withdraw the increase or terminate the affected Service effective at the end of the then-current Term without an Early Termination Charge; Customer’s objection does not itself terminate the Service or excuse payment.

4.4 Late Payments. Unpaid amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus a $35 administrative fee per occurrence. Company may suspend Services after five (5) business days’ notice. Reinstatement may require payment in full plus a $250 reconnection fee per location.

4.5 Billing Disputes. Disputes must be submitted in writing within fifteen (15) days of the invoice date, with reasonable supporting detail. Undisputed amounts remain due. Failure to dispute within the period waives the dispute. Customer may not withhold, set off, or deduct any amount from Fees owed on account of any claim against Company.

4.6 Accord and Satisfaction. Any payment tendered in an amount less than the amount due, whether or not accompanied by a notation such as “paid in full,” “in full satisfaction,” or similar language, may be accepted by Company without prejudice to its right to recover the balance. Any communication asserting that an instrument is tendered in full satisfaction of a disputed debt must be sent in writing to: Inteveo EcoLink, LLC, Attn: Disputed Payments, 500 E 4th St., Ste 132, Austin, TX 78701. Payments or communications sent elsewhere are not effective for this purpose.

4.7 Non-Refundable Fees. All Fees paid are non-refundable regardless of usage, except where expressly provided in this Agreement (including Sections 3.8 and 12.3) or required by law. Early termination charges, prepaid Fees, and recurring charges are not subject to refund or offset.

4.8 Underutilization. If a Service Agreement states a Minimum Volume Commitment (“MVC”), and Customer’s actual usage in a billing period is less, Customer shall pay the difference between the MVC and actual usage. Shortfalls do not carry forward (Schedule B, Section B.3). Reductions in seats, users, locations, or usage do not reduce the MRC during the Term.

4.8A Committed Seats; Scalability.

(a) Minimum commitment. Customer commits to the Committed Seats for the entire Term. The Monthly Recurring Charge is calculated on the Committed Seats regardless of Customer’s actual usage, headcount, staffing levels, seasonality, location closures, or the number of seats actually deployed.

(b) No reduction. Customer may not reduce the Committed Seats during the Term for any reason. Reducing, deactivating, unassigning, or ceasing to use seats does not reduce the Monthly Recurring Charge. A reduction below the Committed Seats is a Bundle Break and a Termination Event under Section 3.6, and the Early Termination Charge is calculated on the Committed Seats then in effect. Company may, in its sole discretion and only by a written Change Order signed by both parties, consent to a reduction; absent such a Change Order no reduction is effective. Any consent to a reduction is conditioned on Customer’s payment of the portion of the Early Termination Charge attributable to the removed seats for the balance of the Term, unless the Change Order expressly provides otherwise. Company’s consent to a reduction for one Customer, or on one occasion, is not a waiver, is not a precedent, and creates no right or expectation for any other Customer or occasion (Section 15.2).

(c) Additions at the guaranteed rate. Customer may add seats at any time during the Term at the same per-seat Bundled Rate stated in the Service Agreement, prorated from the date of activation. That rate is guaranteed for added seats for the remainder of the Initial Term notwithstanding Section 4.3, except that Company may pass through increases in taxes, regulatory fees, surcharges, and Third-Party Provider charges under Section 4.1. Added seats are co-terminus with the existing Term and do not extend it.

(d) Additions increase the floor. Seats added under subsection (c) become part of the Committed Seats upon activation, and the increased number is the minimum for the remainder of the Term. Customer acknowledges that the guaranteed add-on pricing in subsection (c) is offered in consideration of this subsection.

(e) Third-party seats. Where a Third-Party Provider licenses or bills seats separately, Customer shall maintain a corresponding number of seats with that provider for the Term, and shall add corresponding seats when adding seats under subsection (c). Reducing seats with a Third-Party Provider below the Committed Seats is a Bundle Break.

(f) Renewal. Upon renewal, the Committed Seats for the Renewal Term is the number in effect at the end of the prior Term, unless the parties agree otherwise in writing before the non-renewal deadline.

4.9 Costs of Collection. Customer shall pay all costs of collection incurred by Company with respect to past-due amounts, including collection agency fees of up to thirty-three percent (33%) of the amount referred, whether or not suit or arbitration is commenced, in addition to amounts recoverable under Section 15.14.

4.10 Set-Off by Company. Company may apply or set off any credit, deposit, refund, rebate, service credit, or other amount owed by Company to Customer against any amount owed by Customer to Company under this Agreement or any other agreement between the parties, including the Early Termination Charge. Customer has no corresponding right of set-off (Section 3.5).

5. Acceptable Use; Compliance; Suspension

5.1 Acceptable Use Policy. Customer shall comply with the AUP as updated from time to time. If Company makes a change to the AUP that materially and adversely affects Customer’s actual, then-current use of the Services in a manner that cannot reasonably be accommodated, Customer may terminate the affected Service without an Early Termination Charge by giving written notice within thirty (30) days of the effective date of the change, specifying in reasonable detail how the change materially and adversely affects Customer’s use. Changes required by law, regulation, or a Third-Party Provider, and changes addressing fraud, abuse, security, or network integrity, do not give rise to a termination right. Failure to give timely notice waives the right.

5.1A Acceptable Use — Core Obligations. These obligations apply whether or not an AUP is published. Customer shall not, and shall not permit any user to, use the Services to:

(a) violate any law, regulation, or third-party right, or facilitate any unlawful activity;

(b) transmit unsolicited, unlawful, deceptive, or misleading communications, including calls or messages that violate the TCPA, CAN-SPAM, CTIA guidelines, or A2P 10DLC requirements;

(c) engage in fraud, spoofing, caller-ID falsification, traffic pumping, access stimulation, robocalling in violation of law, or any scheme to evade billing or regulatory obligations;

(d) transmit or store material that is defamatory, obscene, harassing, threatening, infringing, or that constitutes child sexual abuse material;

(e) distribute malware, launch denial-of-service attacks, probe or scan networks, attempt unauthorized access, or interfere with the Services or any other user’s use of them;

(f) resell, sublicense, or provide the Services to third parties, or use the Services on behalf of any person other than Customer and its authorized users, except under a written reseller agreement with Company;

(g) exceed published rate limits, place abnormal or excessive load on the Services, or circumvent usage restrictions or security controls;

(h) use the Services in any manner that could subject Company to liability, regulatory action, or loss of a carrier or Third-Party Provider relationship; or

(i) upload data restricted under Section 6.3 without a signed addendum.

Customer is responsible for its users’ compliance with this Section. Breach of this Section is a default under Section 5.6 and permits immediate suspension under Section 5.7.

5.2 Messaging; TCPA; A2P 10DLC. Customer is solely responsible for compliance with the Telephone Consumer Protection Act, CTIA guidelines, and A2P 10DLC/TCR registration, consent, opt-out, and associated fees. Customer’s indemnity under Section 12.1 expressly includes claims under the TCPA and analogous state statutes, and is not subject to the limitation of liability in Section 11.3. Caller-identification authentication under the FCC’s STIR/SHAKEN framework is performed by the originating carrier, which is a Third-Party Provider and not Company. Customer shall not originate or cause to be originated any unlawful or illegally spoofed traffic, shall provide accurate information necessary for caller-identification authentication, and shall cooperate promptly and in good faith with any traceback request from Company, a carrier, the Industry Traceback Group, or a regulator. Company may reduce Customer’s attestation level, block or filter traffic, or suspend the Services where traffic patterns or a traceback indicate unlawful calling, and may disclose Customer’s identity and traffic records as required in response to a lawful traceback or regulatory inquiry.

5.3 911 and Emergency Services.

(a) Company is not the provider of voice or 911 service. Voice calling, including 911 and E911 service, is provided to Customer by a Third-Party Provider under a separate agreement executed directly between Customer and that provider. That provider, and not Company, is the interconnected VoIP provider for regulatory purposes, and its agreement governs 911 service, its limitations, and the parties’ respective obligations. Customer is responsible for reviewing and complying with that agreement.

(b) Limitations. VoIP 911/E911 may not function during power, internet, network, or Third-Party Provider outages, during suspension, or where registered location information is inaccurate or out of date. 911 calls may be routed to an administrative line or an emergency call relay center rather than a public safety answering point, and may not deliver Customer’s location or call-back number.

(c) Direct dialing and notification (Kari’s Law). Federal law requires that multi-line telephone systems permit users to dial 911 directly, without a prefix or access code, and provide notification to a central location where someone is likely to see or hear it when 911 is dialed. Customer shall not disable, override, reconfigure, or circumvent these functions in any system Company configures or administers on Customer’s behalf, and shall designate and maintain a valid destination to receive on-site notifications. Where Customer or a third party changes such a configuration, Customer is solely responsible for the consequences.

(d) Dispatchable location (RAY BAUM’S Act). Federal law requires that a dispatchable location — a validated street address plus building, floor, suite, room, or similar detail sufficient to locate the caller — be conveyed with a 911 call. Customer is solely responsible for registering, validating, and keeping current the dispatchable location for every device, endpoint, user, and location, and for updating it whenever a device or user moves. Company cannot detect a move and does not verify the accuracy of information Customer supplies, whether Customer enters it directly or asks Company to enter it on Customer’s behalf under Section 10.8.

(e) Nomadic and remote use. Where users take devices or softphone clients off-premises, work remotely, or connect over a network Company does not control, the registered location will be wrong unless Customer updates it. Customer shall instruct all such users accordingly.

(f) User notification. Customer shall notify all users, in writing and at least annually, of the limitations in this Section, and shall provide any notices or labeling the Third-Party Provider or applicable law prescribes.

(g) Allocation of responsibility. Customer’s indemnity under Section 12.1 expressly includes any claim, penalty, fine, or forfeiture arising from 911 or E911 service, inaccurate or unregistered location information, disabled or reconfigured direct dialing or notification, failure to notify users, or the acts or omissions of Customer’s users — and is not subject to the limitation of liability in Section 11.3. To the maximum extent permitted by law, Company is not liable for any claim, damage, injury, or loss arising from the unavailability, misrouting, delay, or failure of 911 or E911 service, or from location or configuration information Customer supplied, failed to supply, or asked Company to enter on its behalf.

5.4 Regulatory Compliance. Customer is solely responsible for ensuring its use of the Services complies with all applicable industry-specific regulations, including insurance, financial services, and telecommunications regulations. Company disclaims responsibility for Customer’s compliance obligations beyond those expressly stated in this Agreement.

5.5 Account Responsibility. Customer is solely responsible for designating and managing administrative users, safeguarding credentials, and all activity occurring under its accounts, whether authorized or not. Company is not liable for unauthorized access resulting from Customer’s failure to secure credentials or to promptly deprovision departed users.

5.6 Default. Customer is in default if: (a) undisputed payment remains unpaid after seven (7) days’ written notice; (b) Customer materially breaches and fails to cure within thirty (30) days’ written notice (five (5) days for security-related breaches); (c) Customer’s use is unlawful or violates the AUP; or (d) Customer becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed. Upon default, Company may suspend Services, terminate this Agreement under Section 3.8, and declare the Early Termination Charge immediately due under Section 3.7, in addition to all other remedies, which are cumulative.

5.7 Suspension. Company may suspend Services immediately, with or without notice, if (a) required by law, regulation, or a Third-Party Provider; (b) Customer fails to pay undisputed amounts when due; (c) Customer’s use poses a security, fraud, or toll-fraud risk or may subject Company to liability; or (d) Customer breaches the AUP or this Agreement. Suspension does not relieve Customer of payment obligations, does not extend the Term, and does not entitle Customer to SLA credits for the suspension period.

5.8 Audit. Company may audit Customer’s use of the Services to verify compliance, remotely, during normal business hours, and in a manner minimizing disruption. Customer shall promptly remediate any non-compliance and pay any resulting fees.

5.9 Export Control and Sanctions. Customer represents and warrants that neither it nor its users is (a) located in, or a national or resident of, any country subject to U.S. Government embargo or comprehensive trade sanctions, or (b) listed on any U.S. Government list of prohibited or restricted parties. Customer shall not export, re-export, or provide the Services in violation of applicable U.S. export laws.

6. Call Recording, AI Transcription, and Regulated Data

6.1 Call Recording and Consent. The Services include optional call recording. Customer is solely responsible for determining whether and how to enable recording and for obtaining all consents and providing all notices required by applicable law, including federal and state one-party and all-party consent statutes (for example, Connecticut requires the consent of all parties to a recorded telephone conversation under Conn. Gen. Stat. §52-570d), the Electronic Communications Privacy Act, and applicable state wiretap and eavesdropping laws. Company makes configurable recording announcements and periodic tone options available; Customer is responsible for configuring and using them. Customer’s indemnity under Section 12.1 expressly includes claims arising from Customer’s recording, monitoring, storage, or disclosure of communications, and is not subject to the limitation of liability in Section 11.3.

6.2 AI-Generated Transcriptions.

(a) Nature of the service. Company uses automated speech-recognition and artificial-intelligence technology to generate written transcriptions of call recordings, including recordings originating from Third-Party Providers such as RingCentral. These transcriptions are produced by automated means without human review unless expressly stated otherwise.

(b) No warranty of accuracy. AI-generated transcriptions are provided “AS IS” and “AS AVAILABLE.” Company does not represent, warrant, or guarantee that any transcription is accurate, complete, verbatim, error-free, or a faithful reproduction of the underlying audio. Accuracy varies and may be materially affected by factors outside Company’s control, including audio quality, background noise, recording equipment, overlapping or simultaneous speech, accents and dialects, speaking pace, industry-specific or technical terminology, proper names, acronyms, and words that sound alike.

(c) The original recording controls. The original audio recording — not the transcription — is the authoritative record of any call. In the event of any discrepancy between a transcription and the underlying audio recording, the audio recording governs. Transcriptions are provided solely as a convenience and productivity aid and are not a substitute for the recording itself.

(d) Customer responsibility. Customer is solely responsible for reviewing, verifying, and where appropriate correcting any transcription before relying on it for any purpose, including compliance, regulatory, underwriting, claims, legal, contractual, or recordkeeping purposes. Customer assumes all risk arising from use of, or reliance on, any transcription.

(e) Limitation. To the maximum extent permitted by law, Company shall not be liable for any error, omission, inaccuracy, or misinterpretation in any AI-generated transcription, regardless of cause and regardless of the theory of liability, nor for any loss, claim, or damage arising out of or relating to any such error, or from any decision or action taken in reliance on a transcription. This Section supplements and does not limit any other disclaimer or limitation of liability in this Agreement.

6.3 Regulated Data; Insurance Industry Customers. Customer acknowledges that the Services may process communications containing nonpublic personal information subject to the Gramm-Leach-Bliley Act (15 U.S.C. §6801 et seq.) and information subject to state insurance data security laws. With respect to such information, Company acts as a service provider to Customer and shall (a) maintain the safeguards described in Section 8.1, (b) use such information solely to provide the Services, and (c) not disclose such information except as permitted by this Agreement or required by law. Customer remains responsible for its own compliance obligations under GLBA and applicable state insurance law. Company will enter into a written addendum addressing these obligations upon request.

Customer shall not upload, transmit, or store through the Services any (i) protected health information subject to HIPAA, (ii) cardholder data subject to PCI DSS, (iii) export-controlled technical data, or (iv) biometric identifiers subject to state biometric privacy statutes, in each case without a separate signed addendum.

7. Confidentiality and Customer Data

7.1 Confidentiality. Each party shall protect the other’s Confidential Information with at least the same degree of care it uses for its own, and no less than reasonable care; shall use it only to perform under this Agreement; and shall disclose it only to personnel and advisors with a need to know who are bound by confidentiality obligations no less protective. A party may disclose Confidential Information as required by law, provided it gives prompt notice where legally permitted so the other party may seek protective relief. Confidentiality obligations survive for three (3) years after termination, and indefinitely as to trade secrets and Customer Data.

7.2 Ownership and License. Customer retains all right, title, and interest in Customer Data. Customer grants Company a non-exclusive, worldwide, royalty-free license to host, process, transmit, store, display, and transmit Customer Data solely to provide, secure, support, and improve the Services and as otherwise permitted in this Agreement and the Privacy Policy.

7.3 Customer Warranties. Customer warrants it has all rights and consents necessary to submit Customer Data to the Services and that Customer Data does not infringe third-party rights or violate applicable law.

7.4 Aggregated and De-Identified Data. Company may generate and use aggregated and de-identified data derived from use of the Services for analytics, benchmarking, capacity planning, research, product improvement, and the development, training, testing, tuning, and evaluation of models and features used to provide the Services, provided such data does not identify Customer, any individual, or any communication, and Company does not attempt to re-identify it. Company does not use identifiable Customer Data — including call recordings, transcriptions, and message content in identifiable form — to train general-purpose artificial-intelligence models or models made available to third parties, and will not do so without giving Customer prior written notice and a reasonable opportunity to object.

7.5 Data Residency. Unless expressly stated in a Service Agreement, Company does not guarantee that Customer Data will remain in any particular jurisdiction. Company may process Customer Data in the United States or other locations where Company or its subprocessors operate.

7.6 Privacy. Company’s collection and use of personal information is described in Company’s Privacy Policy, as published at https://ecolink.inteveo.com/legal and made available to Customer on request at [email protected], and incorporated by reference to the extent published. Company’s handling of Customer Data is in any event governed by Sections 6, 7, and 8 of these Terms.

7.7 Customer Proprietary Network Information. Where Customer has appointed Company as its authorized agent with respect to a Third-Party Provider account (see Section 10.8), Company receives and may modify information constituting Customer Proprietary Network Information (“CPNI”) under 47 U.S.C. §222 and 47 C.F.R. Part 64, Subpart U, including information about the quantity, technical configuration, type, destination, location, and amount of use of the services, and information contained in Customer’s billing records. Company receives that information as Customer’s agent and at Customer’s direction, and not as a telecommunications carrier.

(a) Company’s use. Company will use, disclose, and permit access to CPNI only as permitted or required by law. Company may use CPNI to provide, provision, and maintain the Services; to bill and collect; to protect against fraud, abuse, and unlawful use; to respond to Customer-initiated requests; and to market service offerings within the categories of service to which Customer already subscribes.

(b) Customer consent. Customer consents to Company’s use of, and disclosure to and access by Company’s agents and affiliates of, CPNI for the purpose of offering Customer additional communications-related products and services. Customer may withdraw this consent at any time, at no charge and with no effect on the Services, by written notice to [email protected]. Withdrawal is effective within a reasonable period after receipt and remains in effect until Customer revokes it.

(c) Safeguards. Company maintains authentication procedures, access controls, personnel training, and recordkeeping consistent with the FCC’s CPNI rules, and will notify law enforcement and affected customers of CPNI breaches as those rules require.

(d) Customer obligations. Customer shall request or obtain CPNI only with respect to its own accounts and authorized users, shall designate the individuals authorized to receive CPNI and to make account changes, and shall promptly notify Company of changes to those designations. Company may decline any request that does not satisfy applicable authentication requirements.

8. Security, Continuity, and Incidents

8.1 Security Program. Company maintains a written information security program including access controls, encryption of data in transit and at rest (where supported), logging and monitoring, regular vulnerability assessments, personnel screening and training, vendor security review, and documented incident response procedures. Company may provide summary certifications (for example SOC 2 Type II reports or penetration test summaries) under NDA.

8.2 Security Incidents. Company will notify Customer without undue delay following confirmation of a Security Incident affecting Customer Data, and will provide reasonably available information and cooperate reasonably in Customer’s own notification obligations. Notification is not an acknowledgment of fault or liability.

8.3 Business Continuity and Disaster Recovery. Company maintains BC/DR plans designed to minimize disruption and commits to commercially reasonable recovery objectives. Uninterrupted service is not guaranteed. Where Company has published an SLA applicable to a Service, the credits under that SLA are Customer’s sole and exclusive remedy for any failure to meet service availability commitments. Where no SLA applies, Company gives no availability commitment for that Service, and Customer’s remedies for unavailability are governed by Sections 11.2, 11.3, and 11.4.

9. Intellectual Property

9.1 Company IP. Company retains all right, title, and interest in the Services, its technology, software, documentation, and all improvements and derivative works. No rights are granted except as expressly stated. Customer shall not reverse engineer, decompile, disassemble, or attempt to derive source code from the Services, nor use the Services to build a competing product or service.

9.2 Feedback. Company may use, without restriction or compensation, any suggestions, feedback, or recommendations Customer provides.

9.3 API Terms. Where Company provides APIs, Customer may use them only as documented and solely to integrate with Customer’s systems. Customer shall not exceed published rate limits, reverse engineer the APIs, or use them to create a competing service. Company may suspend API access in case of abuse or excessive load.

9.4 Open Source. The Services may include open source components licensed under separate terms, which govern Customer’s use of those components in lieu of this Agreement.

9.5 Publicity. Unless otherwise agreed in writing, Company may identify Customer as a client in marketing materials, case studies, presentations, proposals, and its website, and may use Customer’s name and logo for that purpose. Customer may opt out at any time by written notice, effective prospectively.

10. Third-Party Providers and Integrations

10.1 Required Third-Party Services. Certain Services require Customer to maintain an active account and subscription with a Third-Party Provider identified in the Service Agreement (including RingCentral), which may be billed directly by that provider. Customer shall maintain such services in good standing for the full Term. Customer’s cancellation, non-renewal, downgrade, or default under any such agreement, or any suspension or termination of such services for Customer’s non-payment, constitutes a Termination Event under Section 3.6(e) and entitles Company to the Early Termination Charge, including recoupment of third-party credits under Section 3.7(b)(3).

10.1A Telephone Numbers. Customer does not own, and acquires no property right in, any telephone number assigned in connection with the Services. Numbers are assigned by carriers and are subject to applicable law, carrier requirements, and number-portability rules. Company will not refuse to port a number on the basis of unpaid amounts (Section 3.7(e)), but initiating a port-out is a Termination Event under Section 3.6(c). Customer is responsible for all charges associated with numbers assigned to it, including for numbers that are parked, unassigned, or unused, until the number is ported away or Company disconnects it at Customer’s written request. Where an LOA appoints Company as the sole entity entitled to submit port-out requests on Customer’s account, Section 10.8(f) governs.

10.1B Substitution of Third-Party Providers. Company may, at any time and at its sole discretion, change, replace, or substitute any Third-Party Provider, carrier, platform, or hardware manufacturer used to deliver a component of the Services with another offering of substantially similar overall functionality, on reasonable prior notice to Customer where practicable.

Such a substitution is not a breach of this Agreement, is not a material change, does not reduce or abate the Fees, and does not give Customer any right to terminate or to an Early Termination Charge waiver. Customer shall reasonably cooperate with a substitution, including by executing any letter of authorization, order form, or account document the replacement provider requires, porting numbers, and permitting installation. Customer’s failure to cooperate is a default under Section 5.6. Where Company directs Customer to terminate a Third-Party Provider agreement in connection with a substitution, that termination is not a Termination Event under Section 3.6(e).

If a Third-Party Provider terminates, suspends, or ceases to provide services to Customer for any reason, Customer’s payment obligations under this Agreement continue in full, and Company may at its option substitute a replacement provider under this Section or require Customer to procure replacement services at Customer’s cost.

10.2 Disclaimer. Company is not responsible or liable for failures, errors, interruptions, pricing changes, or discontinuation caused by Third-Party Providers, integrations, or APIs, including AMS360, Applied Epic, ImageRight, QQCatalyst, Salesforce, RingCentral, or other third-party systems. Third-party changes do not constitute a breach by Company.

Independence of this Agreement. This Agreement is independent of, and stands on its own apart from, any agreement between Customer and a Third-Party Provider. Customer’s rights and remedies with respect to a Third-Party Provider’s services, pricing, service levels, liability, termination, and disputes exist solely under Customer’s agreement with that provider and are enforceable only against that provider. No act, omission, breach, outage, price change, suspension, insolvency, or termination by or of a Third-Party Provider — and no dispute between Customer and a Third-Party Provider — constitutes a breach by Company, excuses or reduces Customer’s obligations under this Agreement, gives rise to any setoff, abatement, or defense against Fees or the Early Termination Charge, or gives Customer any right to terminate this Agreement. Differences between this Agreement and a Third-Party Provider agreement — including differences in term, renewal, notice periods, governing law, venue, dispute resolution, service levels, and limitations of liability — are expected, are not a conflict, and do not modify this Agreement. Each agreement is enforced on its own terms.

10.3 Beta and Trial Services. Beta, evaluation, and trial Services are provided “as is” without warranties, are excluded from the SLA, and may be modified or discontinued at any time without liability.

10.4 Service Modifications. Company may modify, enhance, or discontinue features from time to time, provided that the core functionality of the Services is not materially reduced during the Term. Such modifications do not constitute a breach.

10.5 Training and Onboarding. Company is not obligated to provide training, onboarding, or implementation services except where expressly purchased in a Service Agreement or professional services agreement.

10.6 Change Management. Modifications or expansions of Services must be documented in a written Change Order signed by both parties, referencing and incorporating these Terms. A Change Order adding Services does not extend the Term of existing Services unless expressly stated.

10.7 Equipment; Title, Risk of Loss, and Security Interest.

(a) Company-owned equipment. Equipment provided on a rental, lease, loan, or as-a-service basis remains the sole property of Company. Customer holds it as bailee, shall not sell, encumber, modify, or remove Company identification from it, shall keep it free of liens, and shall not relocate it outside the service locations identified in the Service Agreement without prior written notice to Company. Risk of loss passes to Customer on delivery. Customer shall maintain property insurance covering the equipment at full replacement value and, on request, name Company as loss payee. Customer shall return all such equipment in good working order, less ordinary wear, within thirty (30) days of termination; unreturned equipment is charged at the fixed per-unit amount under Section 3.7(b)(2).

(b) Purchased or financed equipment. Title to purchased equipment passes to Customer upon Company’s receipt of payment in full. Until payment in full, Customer grants Company a purchase-money security interest in such equipment and in all accessions, replacements, and proceeds, to secure all amounts owed under this Agreement. Customer authorizes Company to file UCC-1 financing statements, amendments, and continuations describing the collateral, in each case without Customer’s signature, and shall promptly execute any further documents Company reasonably requests to create, perfect, or continue that security interest.

(c) Remedies. Upon Customer’s default, Company may exercise all rights and remedies of a secured party under the Uniform Commercial Code, in addition to its other remedies under this Agreement. Customer shall make the equipment available to Company at a reasonable time and place on request.

(d) Warranties. Equipment is covered solely by the manufacturer’s warranty, which Company passes through to Customer to the extent transferable. Company makes no independent warranty with respect to equipment.

10.8 Company as Customer’s Authorized Agent.

(a) Appointment. Customer may appoint Company, by letter of authorization or similar instrument required by a Third-Party Provider (an “LOA”), to act as Customer’s authorized agent and administrator on Customer’s account with that provider. Where Customer makes such an appointment, Company may, on Customer’s behalf and at Customer’s direction: act as a super administrator; engage the provider’s support; sign porting letters of authorization; receive, view, and modify account, billing, service, support, credit, and CPNI records; discuss and dispute charges and request credits; submit orders and changes to services, except that order forms requiring Customer’s signature shall be signed by Customer directly; and update designated points of contact.

(b) Customer’s account, Customer’s instructions. The Third-Party Provider account is Customer’s, and the underlying services are provided by that provider under its own agreement with Customer, not by Company. Instructions Company gives under an LOA are deemed given by Customer, and Customer is bound by, and responsible for, all charges, orders, changes, and commitments resulting from them, including where the Third-Party Provider disclaims liability for acting on them.

(c) Standard of care; limitation. Company will perform Authorized Activities with reasonable care in accordance with Customer’s instructions and this Agreement. Company is not liable for any act or omission taken in good faith reliance on an instruction, approval, or information from Customer or a person Company reasonably believes to be authorized by Customer, and Company’s liability for its performance as agent is subject to Section 11.3. Customer’s indemnity under Section 12.1 includes claims arising from Company’s performance of Authorized Activities at Customer’s direction.

(d) Maintenance of the LOA. Customer shall keep any required LOA in force for the full Term. Revocation, cancellation, or material limitation of an LOA before the end of the Term is a Termination Event under Section 3.6(d) and 3.6(e), because it prevents Company from delivering the bundled Services.

(e) Compensation; disclosure of interest. Customer acknowledges and consents that Company participates in one or more Third-Party Provider partner or alliance programs and receives compensation from those providers, including compensation calculated on the recurring revenue those providers receive from Customer. Customer acknowledges this creates a conflict of interest, consents to it, and acknowledges that Company’s recommendations may be influenced by it. Customer has made its own evaluation of the Third-Party Provider services it purchases.

(f) Port-out authority. Where an LOA appoints Company as the entity entitled to submit port-out requests on Customer’s account, Company will submit a port-out request upon Customer’s written instruction and will not withhold it on the basis of unpaid amounts (Section 3.7(e)). Submission of such a request is a Termination Event under Section 3.6(c) and triggers the Early Termination Charge.

10.9 Independent Third-Party Agreements; Term Alignment. Customer’s agreement with a Third-Party Provider is separate from this Agreement and may have a different start date, initial term, renewal term, renewal notice period, pricing, and termination consequences. Customer is solely responsible for reviewing, tracking, and complying with that agreement, including its renewal and non-renewal notice deadlines, which may differ from those in Section 3.3. Company does not manage, and is not responsible for, Customer’s non-renewal or termination obligations to a Third-Party Provider, and a Third-Party Provider’s renewal, non-renewal, or termination of its services does not alter Customer’s obligations under this Agreement. Company will use commercially reasonable efforts to align renewal dates where Customer requests it in writing, but does not guarantee alignment.

10.10 Authorized Delivery Partner; No Interference with Third-Party Provider Rights.

(a) Partner status. Company is an authorized delivery partner of RingCentral, Inc. and presently integrates the Services exclusively with RingCentral for the voice component of the bundled solution. Company’s partner status is a relationship between Company and RingCentral; it creates no agency, joint venture, partnership, or joint liability between Company and RingCentral as to Customer, and Company does not act for RingCentral in contracting with Customer. This subsection is a statement of Company’s present arrangements and does not limit Company’s rights under Section 10.1B.

(b) No interference with Third-Party Provider enforcement. Nothing in this Agreement limits, waives, releases, discharges, subordinates, conditions, delays, or otherwise affects the rights or remedies of any Third-Party Provider, including RingCentral, under that provider’s own agreement with Customer. Each such provider may enforce its agreement independently, in its own name, in its own forum, and under its own governing law, without regard to this Agreement, to any dispute between Customer and Company, and to whether Company enforces, compromises, forbears from enforcing, or declines to enforce any right under this Agreement.

(c) No offset or release between agreements. A payment, credit, settlement, compromise, release, or judgment under this Agreement does not satisfy, reduce, offset, or release any amount Customer owes a Third-Party Provider, and the converse is equally true. Customer’s obligations under the two agreements are separate and cumulative, and Customer may be liable to both Company and a Third-Party Provider arising out of the same facts.

(d) No third-party beneficiary. Section 15.7 applies. This Section confirms that this Agreement does not diminish a Third-Party Provider’s separate rights; it does not confer on any Third-Party Provider any right under this Agreement.

11. Warranties, Disclaimers, and Limitation of Liability

11.1 Warranties.

(a) Company warrants that it has authority to enter into this Agreement and will perform the Services in a manner consistent with generally accepted industry standards. Where Company has published an SLA applicable to a Service, Customer’s sole and exclusive remedy for any failure to meet the availability commitment in it is the SLA credit. Where no SLA applies, Company makes no availability commitment for that Service.

(b) Customer warrants that it has authority to enter into this Agreement and to use the Services, that it will comply with all applicable laws, and that it is responsible for e-commerce taxes and tariffs arising from its use.

11.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1(a), THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

11.3 Limitation of Liability. Company’s aggregate liability for all claims arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total Fees actually paid by Customer to Company under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

This limitation applies to Company’s liability only and imposes no cap on amounts owed by Customer. It does not apply to Customer’s payment obligations (including the Early Termination Charge) or to Customer’s indemnification obligations under Sections 5.2, 5.3, 6.1, and 12.1.

11.4 Waiver of Consequential Damages. Except as provided below, neither party shall be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost data, or loss of goodwill, arising out of or relating to this Agreement, regardless of the theory of liability and even if advised of the possibility of such damages.

This waiver does not apply to, and shall not limit, reduce, or be raised as a defense to: (a) Customer’s obligation to pay Fees, the Early Termination Charge, accelerated amounts, interest, administrative fees, taxes, pass-through charges, or costs of collection; (b) Customer’s indemnification obligations; (c) either party’s breach of confidentiality obligations; or (d) Customer’s infringement or misappropriation of Company’s intellectual property. Amounts payable under Section 3.7 constitute direct contractual consideration and not consequential damages.

11.5 Allocation of Risk. The parties acknowledge that the limitations in this Section reflect an agreed allocation of risk, form an essential basis of the bargain, and would have resulted in materially different pricing had they not been agreed. These limitations apply notwithstanding the failure of essential purpose of any limited remedy.

12. Indemnification

12.1 By Customer. Customer shall defend, indemnify, and hold harmless Company, its affiliates, and their officers, directors, employees, and agents from and against any third-party claim, and all resulting damages, penalties, fines, settlements, and reasonable attorneys’ fees, arising out of or relating to: (a) Customer Data; (b) Customer’s acts, omissions, or breach of this Agreement; (c) Customer’s unlawful or unauthorized use of the Services; (d) Customer’s recording, monitoring, or transcription practices and any failure to obtain required consents; (e) claims under the TCPA or analogous state statutes; (f) claims arising from 911/E911 service limitations or inaccurate registered location information; and (g) Customer’s violation of applicable law.

12.2 By Company — Intellectual Property. Company shall defend and indemnify Customer against any third-party claim alleging that the Services, as provided by Company and used in accordance with this Agreement, infringe such third party’s U.S. intellectual property rights. This does not apply to claims arising from (a) Customer Data or Customer-provided materials; (b) modifications not made by Company; (c) combination with products or services not provided by Company; or (d) open source software governed by separate license terms.

12.3 Remedies. In the event of an infringement claim, Company may at its option (a) procure the right for Customer to continue using the Services; (b) replace or modify the Services so they are non-infringing; or (c) terminate the affected Service and refund prepaid, unused Fees. This Section states Company’s sole liability and Customer’s exclusive remedy for intellectual property infringement.

12.4 Procedure. The indemnified party shall give prompt written notice of the claim, grant the indemnifying party sole control of the defense and settlement (provided no settlement imposing liability or admission on the indemnified party is made without its consent, not unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense. Failure to give prompt notice relieves the indemnifying party only to the extent it is materially prejudiced.

12.5 Insurance. Company maintains commercially reasonable general liability, cyber liability, and errors & omissions insurance. Company has no obligation to name Customer as an additional insured unless separately agreed in writing. Customer shall maintain commercially reasonable general liability and, where applicable, professional liability and cyber liability insurance covering its use of the Services.

13. Non-Solicitation

During the Term and for twelve (12) months thereafter, Customer shall not directly or indirectly solicit for employment or engagement any Company personnel involved in the delivery of Services. This does not restrict general advertising or bona fide public job postings not targeted at such personnel. This Section does not apply, and shall not be enforced, where prohibited by applicable law, including California Business and Professions Code §16600 et seq. and comparable statutes in North Dakota, Oklahoma, and Minnesota (see Annex 1).

14. Dispute Resolution

14.1 Governing Law; FAA. This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods. This Agreement evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. §1 et seq., governs the interpretation, validity, and enforcement of this Section 14.

14.2 Informal Resolution. Before initiating arbitration, the party raising a dispute shall give written notice describing it and the parties shall confer in good faith for thirty (30) days. This Section does not apply to claims within Section 14.5 and does not toll any limitations period. A party’s failure to comply with this Section is grounds for the other party to obtain a stay of the arbitration until it has been satisfied.

14.3 Arbitration. Except as provided in Section 14.5, any dispute arising out of or relating to this Agreement shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Travis County, Texas. The arbitrator has exclusive authority to determine questions of arbitrability, including the scope, validity, and enforceability of this Section. The arbitrator shall be a practicing attorney or retired judge with substantial experience in commercial contracts and, where reasonably available, in technology or telecommunications agreements. The arbitrator may award all remedies available at law or in equity, including attorneys’ fees and costs under Section 15.14, and shall issue a written award stating the essential findings and conclusions on which it is based. The arbitrator shall limit discovery to what is proportionate to the amount in controversy and the needs of the case, and may restrict the number and length of depositions and the scope of document requests accordingly. Where no claim or counterclaim exceeds one hundred thousand dollars ($100,000), the AAA Expedited Procedures apply. Hearings may be conducted by telephone or videoconference at the election of either party or the arbitrator, and a remote hearing is not grounds to object to the arbitral forum. Judgment on the award may be entered in any court of competent jurisdiction. The arbitration and the award are confidential, except as necessary to enforce the award or as required by law.

14.4 Class Action and Jury Trial Waiver. Each party waives any right to a trial by jury and any right to bring, join, or participate in a class, collective, consolidated, or representative action. The arbitrator has no authority to preside over any class, collective, consolidated, or representative proceeding, and the parties do not consent to class arbitration. If this waiver is held unenforceable as to any claim, that claim shall be severed and litigated in the courts identified in Section 14.5, and the remainder of this Section 14 remains in effect.

14.5 Carve-Outs. Notwithstanding Section 14.3, either party may bring an action in the state or federal courts located in Travis County, Texas (a) to collect amounts due and owing under this Agreement, including the Early Termination Charge, or (b) to obtain injunctive or other equitable relief to protect intellectual property or Confidential Information. Each party consents to the personal jurisdiction and venue of those courts and waives any objection based on forum non conveniens. Either party may also bring an individual claim in a small claims court located in Travis County, Texas, provided the claim is within that court’s jurisdictional limit and is brought on an individual and not a class or representative basis.

14.6 Limitations Period. Any claim arising out of or relating to this Agreement must be commenced within two (2) years after the claim accrues, except claims for non-payment, which may be brought at any time permitted by applicable law.

15. General Provisions

15.1 Severability and Reformation. If any provision is held invalid, illegal, or unenforceable, it shall be reformed and enforced to the maximum extent permitted by law so as to give effect to the parties’ original intent, and if reformation is not possible, severed, with the remainder continuing in full force. The parties specifically intend that a determination that any part of Section 3.7 is unenforceable shall not affect the enforceability of the remainder of Section 3.7 or any other provision.

15.2 No Waiver. No failure or delay in exercising any right operates as a waiver. No waiver is effective unless in a writing signed by the waiving party. Company’s acceptance of a partial or late payment, forbearance in enforcing any provision, or continued provision of Services following a breach does not waive any right, including the right to the Early Termination Charge. Company’s election not to enforce, or to delay enforcing, any right or amount — including the Early Termination Charge, in whole or in part — is not a waiver, release, forgiveness, accord, satisfaction, or election of remedies, and does not prejudice Company’s right to enforce that or any other right at any later time within the applicable limitations period. Company’s decision to compromise, reduce, or forgo an amount owed by one customer creates no right, precedent, or expectation for any other customer.

15.3 Amendments. Except as expressly permitted in Sections 2.5 and 4.3, amendments must be in writing and signed by both parties. No employee or agent of Company has authority to modify this Agreement orally or by course of conduct.

15.4 Electronic Signatures and Records. The parties consent to conduct this transaction by electronic means. An electronic signature, including one applied through PandaDoc or a comparable platform, has the same legal effect as a handwritten signature and satisfies the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §7001 et seq.) and the Uniform Electronic Transactions Act as adopted in Texas or in Customer’s state, or, where applicable, the New York Electronic Signatures and Records Act. Each party agrees that the platform’s signature certificate, audit trail, timestamps, IP address records, and email-verification records constitute admissible evidence of execution, and waives any objection to admissibility on the ground that such records are electronic or are not originals. This Agreement may be executed in counterparts, each an original.

15.5 Authority. Each signatory represents that they are duly authorized to bind the party on whose behalf they sign. Company may rely on the apparent authority of any person signing a Service Agreement or Change Order using an email address at Customer’s domain.

15.6 Assignment. Customer may not assign this Agreement, by operation of law or otherwise, without Company’s prior written consent, except to a non-competitor successor to all or substantially all of its business or assets that assumes all obligations in writing. A merger, consolidation, sale of all or substantially all of Customer’s assets, or any change in control of Customer is an assignment for purposes of this Section. No assignment relieves Customer of any payment obligation, including the Early Termination Charge. Any purported assignment in violation of this Section is void, is a Termination Event under Section 3.6(g), and does not transfer any right to the purported assignee. Company may assign to an affiliate or in connection with a merger, acquisition, financing, or sale of assets.

15.7 Successors; No Third-Party Beneficiaries. This Agreement binds and inures to the benefit of the parties and their permitted successors and assigns. There are no third-party beneficiaries.

15.8 Notices. Notices shall be in writing and delivered by email, courier, or certified mail to the addresses in the Service Agreement, and are effective upon delivery (or, for email, upon transmission absent a bounce notification). Notices to Company must be sent to [email protected] and to Inteveo EcoLink, LLC, Attn: Legal, 500 E 4th St., Ste 132, Austin, TX 78701. Notices of non-renewal or termination must be in writing; verbal notice, a port-out request, a support ticket, or cancellation of a payment authorization does not constitute notice.

15.9 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics and epidemics, war, terrorism, civil unrest, labor shortages and disputes, supply-chain disruptions, governmental action, DDoS and other cyberattacks, cloud service provider failures, carrier outages, and utility or internet failures. Performance is excused for the duration of the event and a reasonable recovery period. Force majeure does not excuse Customer’s payment obligations, extend the Term, or entitle Customer to terminate without an Early Termination Charge, except that if a force majeure event prevents Company from providing a Service for more than sixty (60) consecutive days, either party may terminate the affected Service without an Early Termination Charge.

15.10 Cumulative Remedies; Relationship; Interpretation. All remedies are cumulative and in addition to all other remedies available at law or in equity. The parties are independent contractors; nothing creates a partnership, joint venture, agency, or employment relationship. Section headings are for convenience only. “Including” means “including without limitation.” This Agreement shall not be construed against either party as drafter.

15.11 Governing Language. The controlling language is English. Translations are for convenience only; the English version prevails.

15.12 Accessibility. Company uses commercially reasonable efforts to align the Services with generally recognized accessibility standards (for example WCAG 2.1) but makes no warranty of compliance with the Americans with Disabilities Act unless expressly agreed in writing.

15.12A Time of the Essence; Reaffirmation. Time is of the essence with respect to Customer’s payment obligations. Customer’s continued use of the Services after the commencement of any Renewal Term, after a Change Order, or after a change to a policy made in accordance with Section 2.5, constitutes Customer’s reaffirmation of this Agreement as then in effect.

15.12B Further Assurances. Each party shall execute such further documents and take such further actions as the other reasonably requests to give effect to this Agreement, including any documents Company reasonably requires to create, perfect, or continue a security interest under Section 10.7.

15.12C Maximum Extent Permitted. Every disclaimer, limitation, waiver, indemnity, and remedy in this Agreement applies to the maximum extent permitted by applicable law, and is to be construed to give Company the fullest protection that law allows. Where any such provision would be unenforceable as written, it applies in the broadest form that is enforceable, and Section 15.1 governs.

15.13 No Reliance. Customer has not relied, and does not rely, on any statement, representation, warranty, projection, or assurance not expressly set out in this Agreement, including any statement by a sales representative, reseller, or agent regarding pricing, cancellation rights, contract length, service performance, or the availability of any feature or integration. No employee, agent, reseller, or representative of Company has authority to waive, vary, or add to this Agreement, and Customer may not rely on any purported waiver or variation that is not in writing and signed as required by Section 15.3.

15.14 Attorneys’ Fees. In any action, arbitration, or proceeding to enforce or interpret this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees, expert fees, arbitration filing fees and arbitrator compensation, court costs, and expenses, including those incurred on appeal and in any collection or bankruptcy proceeding. This right is in addition to, and not in lieu of, any statutory right to fees, including under Tex. Civ. Prac. & Rem. Code §38.001.

16. Service Schedules

The following Schedules form part of this Agreement. A Schedule applies only where the Service Agreement identifies it. Capitalized terms have the meanings given above. Where a Schedule conflicts with Sections 1 through 15, the Schedule controls as to the Services it covers; Sections 1 through 15 control in all other respects. Every Schedule is subject to the committed Initial Term and the Early Termination Charge in Section 3.

16.1 Schedule A — Bundled Communications Services

A.1 Scope. Company provides a bundled communications solution that may include hosted voice procured from a Third-Party Provider, messaging, call recording, transcription, integration with Customer’s agency management system, failover connectivity, equipment, administration, and support, as described in the Service Agreement and Proposal.

A.2 Charges. Bundled Services are billed as a Monthly Recurring Charge per user, seat, or location as stated in the Service Agreement, calculated on the Committed Seats. The MRC is a committed monthly amount for the full Term. Reductions in users, seats, locations, or usage during the Term do not reduce the MRC (Section 4.8A(b)).

A.3 Additions; guaranteed rate. Users, seats, and locations added during the Term are billed at the same per-seat Bundled Rate stated in the Service Agreement — not at Company’s then-current rate — for the remainder of the Initial Term (Section 4.8A(c)). Additions are billed from the date of activation, are co-terminus with the existing Term, do not extend it, and increase the Committed Seats upon activation (Section 4.8A(d)).

A.4 Exclusions. Unless expressly itemized in the Service Agreement, bundled pricing excludes: additional active or parked numbers, including local, toll-free, and fax; additional equipment including handsets, headsets, and reception modules; shipping, handling, and expedite charges; taxes, regulatory fees, and surcharges; amounts billed directly to Customer by a Third-Party Provider; and professional services beyond those purchased under Schedule D.

A.5 Feature scope. Certain features are enabled at the account level and apply to all users; individual users cannot opt in or out separately. System and browser requirements apply for optimal performance and are set out in the Documentation.

A.6 Transcription. Where call transcription is included, a monthly usage allowance applies as stated in the Service Agreement; usage beyond the allowance is billed at the then-current rate. Transcription is governed by Section 6.2 — transcripts are AI-generated, are not guaranteed accurate, and the original audio recording is the authoritative record.

A.7 Electronic signature features. Where electronic signature functionality is included, per-user charges and envelope limits apply as stated in the Service Agreement.

A.8 Early termination. The Early Termination Charge is calculated on the Committed Seats then in effect, under Section 3.7(b).

16.2 Schedule B — Usage-Based Services and Minimum Volume Commitments

B.1 Scope. This Schedule applies to Services billed on a usage, per-minute, per-message, per-seat-hour, or other consumption basis, and to any Service Agreement stating a Minimum Volume Commitment (“MVC”).

B.2 Charges. Usage is measured by Company’s records, which are conclusive absent manifest error. Usage is billed in arrears at the rates in the Service Agreement. Partial units are rounded as stated in the Documentation.

B.3 Minimum Volume Commitment. Where the Service Agreement states an MVC, Customer shall pay the greater of actual usage charges or the MVC for each billing period. Shortfalls are billed as an underutilization charge under Section 4.8 of the Terms and do not carry forward.

B.4 Rate changes. Usage rates are subject to change on thirty (30) days’ notice where driven by carrier, regulatory, or Third-Party Provider cost changes, notwithstanding any Initial Term price protection in Section 4.3 of the Terms.

B.5 Fraud and abnormal usage. Customer is responsible for all usage originating from its accounts, including fraudulent, unauthorized, and toll-fraud usage. Company may impose usage thresholds, require deposits, or suspend Services under Section 5.7 of the Terms where usage patterns indicate fraud or abuse. Company’s monitoring is a courtesy and creates no duty to detect or prevent fraudulent usage.

B.6 Early termination. For Services under this Schedule, the accelerated monthly amount under Section 3.7(b)(1) of the Terms is the greater of (i) the MVC, or (ii) the average monthly charges billed for those Services during the three (3) full calendar months preceding the Termination Event (or, if fewer than three full months have elapsed, the average of all full calendar months elapsed), multiplied by every month remaining in the Term.

16.3 Schedule C — Equipment

C.1 Scope. This Schedule applies to handsets, headsets, routers, wireless access devices, hotspots, and other hardware provided by Company, whether rented, leased, loaned, sold, or financed. This Schedule does not apply to equipment that a Third-Party Provider rents, leases, or sells directly to Customer and bills to Customer under that provider’s own agreement; such equipment is governed solely by that provider’s terms.

C.2 Rented, leased, and loaned equipment. Title remains with Company. Customer holds the equipment as bailee, bears risk of loss from delivery, shall keep it free of liens, shall not modify it or remove Company identification, and shall not relocate it outside the service locations without prior written notice. Customer shall maintain property insurance at full replacement value and, on request, name Company as loss payee. Rental charges are part of the committed MRC and continue for the full Term.

C.3 Purchased and financed equipment. Title passes to Customer on payment in full. Until payment in full, Customer grants Company a purchase-money security interest in the equipment and all accessions, replacements, and proceeds, and authorizes Company to file UCC-1 financing statements, amendments, and continuations without Customer’s signature. Upon default, Company may exercise all rights of a secured party under the Uniform Commercial Code.

C.4 Delivery, shipping, and installation. Shipping, handling, and expedite charges are billed at cost unless expressly included in the Service Agreement. Installation and on-site configuration are provided only where purchased under Schedule D.

C.5 Warranty. Equipment is covered solely by the manufacturer’s warranty, passed through to Customer to the extent transferable. Company makes no independent warranty with respect to equipment. Company is not responsible for manufacturer discontinuation, recall, backorder, or end-of-life.

C.6 Return. Customer shall return all Company-owned equipment in good working order, less ordinary wear, within thirty (30) days of termination or expiration, at Customer’s expense, using the return process Company specifies. Equipment not returned within that period is charged at the fixed per-unit amount set out in Section 3.7(b)(2) of the Terms — $450.00 per unit unless the Service Agreement states a different amount for a given item — plus restocking and shipping charges.

C.7 Replacement. Equipment damaged beyond ordinary wear, lost, or stolen while in Customer’s possession is replaced at Customer’s expense at the fixed per-unit amount in Section 3.7(b)(2) — $800.00 for a portable 5G hotspot or MiFi device, $450.00 for any other item, unless the Service Agreement states a different amount.

C.8 Phone Equipment; non-returnable. Phone handsets, conference phones, reception phones, added-phone modules, headsets, and related phone hardware ordered for Customer (“Phone Equipment”) cannot be returned, exchanged, or cancelled once shipped. Phone Equipment is billed for the full Term regardless of use, deployment, staffing levels, relocation, or early termination, and whether purchased, financed, rented, or leased. Sections C.6 and C.7 of this Schedule and the return option in Section 3.7(b)(2) of the Terms do not apply to Phone Equipment. Amounts for Phone Equipment are not reduced, credited, refunded, or offset on early termination and are payable in addition to the Early Termination Charge. Where Phone Equipment is rented, leased, or sold directly to Customer by a Third-Party Provider and billed under that provider’s own agreement, Customer’s obligations for it are governed by that agreement and are separate from, and in addition to, Customer’s obligations to Company.

16.4 Schedule D — Professional Services, Implementation, and Training

D.1 Scope. This Schedule applies to implementation, configuration, migration, integration, onboarding, training, and other professional services purchased in a Service Agreement or Statement of Work.

D.2 Charges. Professional services are billed as fixed-fee or time-and-materials as stated in the Service Agreement. Non-Recurring Charges are earned when the work is performed and are non-refundable. Time-and-materials work is billed monthly in arrears at the stated rates. Travel and out-of-pocket expenses are billed at cost with prior approval.

D.3 Customer dependencies. Customer shall provide timely access to sites, systems, networks, credentials, data, and personnel, and shall designate a project contact with authority to make decisions. Delays attributable to Customer do not postpone the Service Commencement Date or the start of billing (Section 3.1 of the Terms), and may result in rescheduling charges.

D.4 Estimated timelines. Implementation timelines stated in a Proposal or Statement of Work are estimates, not commitments, and depend on carrier provisioning, number porting, third-party system availability, and Customer readiness.

D.5 Acceptance. Deliverables are deemed accepted ten (10) business days after delivery unless Customer gives written notice specifying a material non-conformity. Company shall use commercially reasonable efforts to correct accepted non-conformities. Correction is Customer’s sole and exclusive remedy for a non-conforming deliverable.

D.6 Change control. Changes to scope require a written Change Order under Section 10.6 of the Terms. Work performed outside the agreed scope is billed on a time-and-materials basis.

D.7 No training obligation. Company has no obligation to provide training, onboarding, or implementation except as expressly purchased (Section 10.5 of the Terms).

D.8 Ownership. Company retains all right, title, and interest in methodologies, tools, templates, and know-how used or developed in performing professional services. Customer receives a non-exclusive license to use deliverables solely in connection with the Services.

D.9 Standard onboarding; dedicated onboarding (ProServ). Standard onboarding consolidates Customer’s locations into a single unified implementation. Dedicated per-location or per-agency onboarding, and any work beyond standard onboarding scope, is professional services (“ProServ”) and is quoted and billed separately at the rate stated in the Service Agreement or, where none is stated, at Company’s then-current rate. ProServ fees are non-recurring, due as stated in the Service Agreement or on invoice, and non-refundable once work has begun. ProServ does not extend, modify, or reset the Term, is not included in the Monthly Recurring Charge, and Customer’s purchase or non-purchase of ProServ does not affect any other obligation under this Agreement. ProServ provided by Company is distinct from professional services offered by any Third-Party Provider.

D.10 No post-termination obligation. As of termination or expiration of this Agreement, Company has no obligation to service, support, administer, configure, migrate, or troubleshoot Customer’s account, systems, or data for any reason. Where Company agrees to provide assistance after that date, it does so at its sole discretion as ProServ, billed at Company’s then-current professional services rate, in one-hour minimum increments, payable in advance or on invoice as Company specifies. Nothing in this Section obligates Company to accept any request for assistance. This Section survives termination or expiration.

16.5 Schedule E — Third-Party and Integration Services

E.1 Scope. This Schedule applies where the Services include, resell, or integrate with a Third-Party Provider, including telephony providers, agency management systems, and other business applications.

E.2 Required third-party subscriptions. Where a Service Agreement identifies a required Third-Party Provider service, Customer shall maintain that service in good standing for the full Term, including where it is billed directly to Customer by that provider. Cancellation, non-renewal, downgrade, default, or suspension of that service is a Termination Event under Section 3.6(e) of the Terms.

E.3 Third-party terms. Customer’s use of a Third-Party Provider’s service is governed by that provider’s own terms, which Customer is responsible for reviewing and accepting. Company is not a party to those terms and does not assume any obligation under them.

E.4 Credits and incentives. Where Company arranges, funds, or passes through credits, rebates, or promotional incentives from a Third-Party Provider, those benefits are conditioned on Customer completing the full Term. On a Termination Event, the full amount of such credits is recoverable under Section 3.7(b)(3) of the Terms.

E.5 Disclaimer. Company is not responsible for failures, errors, interruptions, data loss, pricing changes, feature removal, API changes, or discontinuation caused by a Third-Party Provider (Section 10.2 of the Terms). Such events do not constitute a breach by Company, do not entitle Customer to SLA credits, and do not excuse or offset Customer’s payment obligations.

E.6 Integration scope. Integration with a secondary agency management system or additional application may be added subject to availability at additional cost. Company does not warrant that any integration will remain available, and a Third-Party Provider’s withdrawal of an API or integration is not a breach.

Annex 1 — State-Specific Provisions

This Annex forms part of the Agreement. It applies where Customer’s principal place of business, or the service location, is in a state named below. Where a provision of this Annex conflicts with the body of these Terms, this Annex controls for that state. Nothing in this Annex extends any right to a customer in a state not named.

A1.1 General Savings Provision. If any provision of this Agreement is prohibited, limited, or required to be modified by the law of the jurisdiction whose law a court or arbitrator determines to apply, that provision applies only to the extent permitted by that law, and is deemed modified to the minimum extent necessary to comply. No provision of this Agreement waives any right that applicable law provides may not be waived, and nothing in this Agreement limits any non-waivable statutory right or remedy.

A1.2 Automatic Renewal — Conformity with State Law. Several states regulate automatic renewal of business contracts and make the renewal unenforceable by the provider if the required notice is not given. Company shall give the renewal notice required by Section 3.3 within the window and by the method prescribed by the law of Customer’s state, including as follows:

Where Company does not give the notice required by this Section A1.2, the Agreement does not automatically renew; instead the fallback in Section 3.3 applies — the Services continue at then-current rates and Customer may terminate on thirty (30) days’ written notice without an Early Termination Charge. This table is provided for convenience, does not limit Section A1.1, and does not reflect every state law that may apply.

A1.3 Non-Solicitation of Personnel. Section 13 does not apply to, and Company will not enforce it against, a Customer whose principal place of business is in a state that prohibits or restricts such covenants, including California (Cal. Bus. & Prof. Code §16600 et seq., including §16600.5, which voids such covenants regardless of where or when they were signed and provides a private right of action), North Dakota, Oklahoma, and Minnesota. In every other state, Section 13 applies only to the extent permitted by that state’s law and is reformed under Section 15.1 to the maximum enforceable scope.

A1.4 Massachusetts. For Customers in Massachusetts: nothing in this Agreement limits or waives any right or remedy under Mass. Gen. Laws ch. 93A, and the limitation of liability, waiver of consequential damages, and dispute-resolution provisions do not apply to the extent they would be unenforceable as to a ch. 93A claim. Before commencing any ch. 93A action, Customer shall give Company written notice of the claim and a thirty (30) day opportunity to make a reasonable offer of settlement.

A1.5 Connecticut. For Customers in Connecticut: nothing in this Agreement limits or waives any right or remedy under the Connecticut Unfair Trade Practices Act. Customer specifically acknowledges that Conn. Gen. Stat. §52-570d requires the consent of all parties to a recorded telephone conversation, and that Customer, not Company, is responsible for obtaining that consent and configuring recording announcements accordingly (see Section 6.1).

Notice and opportunity to cure. Before commencing any action or arbitration asserting a claim under the Connecticut Unfair Trade Practices Act, Customer shall give Company written notice under Section 15.8 describing the claim in reasonable detail and shall allow Company thirty (30) days to respond and to make a reasonable offer of resolution. This requirement does not waive any statutory right and does not extend or shorten any limitation period; it is a contractual condition of suit intended to allow the parties to resolve disputes without litigation.

Connecticut Customers acknowledge that Company is a Texas limited liability company with its principal place of business in Austin, Texas; that Texas therefore bears a substantial relationship to the parties and the transaction; and that the choice of Texas law and the Travis County arbitral forum in Section 14 were bargained for, are material to Company’s pricing, and are reasonable. Section 14.3 permits hearings to be conducted by videoconference at either party’s election.

A1.6 California. For Customers in California: the attorneys’ fees provision in Section 15.13 applies reciprocally to both parties as required by Cal. Civ. Code §1717. Nothing in this Agreement waives any right under Cal. Civ. Code §1670.5 or any non-waivable provision of California law. Where Company processes personal information on Customer’s behalf, Company acts as a “service provider” as defined by the California Consumer Privacy Act, and processes that information solely to perform the Services and not for any other purpose.

A1.7 Recording Consent Generally. Customers in all-party consent jurisdictions — including California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Montana, Nevada, New Hampshire, Pennsylvania, and Washington — must obtain the consent of every party to a recorded communication. Several additional states, including Michigan, Oregon, and Vermont, treat recording inconsistently as between telephone and in-person communications or have unsettled or conflicting authority; Customer should treat those jurisdictions as all-party unless it has confirmed otherwise. Customer is solely responsible for determining which jurisdictions apply to its calls and for configuring the Services accordingly, including the recording announcement and periodic tone options described in Section 6.1. This list is provided for convenience only, is not legal advice, and may not reflect current law.

A1.8 Telecommunications Regulation. Company’s provision of interconnected VoIP and related services is subject to federal and state regulation, including FCC rules governing 911/E911, USF contributions, CPNI, and number portability, and to state public utility commission requirements. Charges, surcharges, and regulatory fees may change as those requirements change and are passed through under Section 4.1.

A1.9 No Waiver of Non-Waivable Rights. Nothing in this Agreement is intended to, and nothing shall be construed to, waive, limit, or disclaim any right, remedy, protection, or obligation that applicable law provides may not be waived, limited, or disclaimed. Any provision that would have that effect is modified to the minimum extent necessary to comply with that law, and is otherwise severed under Section 15.1, without affecting the remainder of this Agreement. Company’s election not to enforce a provision in one state is not a waiver of that provision in any other state or as to any other customer.

Inteveo EcoLink, LLC — Master Terms and Conditions

Text Messaging Terms of Use

By “Opting In” to or using a “Text Message Service” (as defined below) from Inteveo EcoLink, LLC, you accept these Terms & Conditions.

This agreement is between you and Inteveo EcoLink, LLC or one of its affiliates. All references to “EcoLink,” “we,” “our,” or “us” refer to Inteveo EcoLink, LLC, 500 E 4th St., Ste 132, Austin, TX 78701.

Definitions

“Opting In,” “Opt In,” and “Opt-In” refer to requesting, joining, agreeing to, enrolling in, signing up for, acknowledging, responding to, or otherwise consenting to receive one or more text messages.

“Text Message Service” includes any arrangement or situation in which we send one or more messages addressed to your mobile phone number, including text messages (such as SMS, MMS, or successor protocols or technologies).

1. SMS Consent Communication

The information (Phone Number) obtained as part of the SMS process will not be shared with third parties for marketing purposes.

By consenting to receiving text messages from us, you agreed to these Text Messaging Terms and Conditions, and our Privacy Policy at https://ecolink.inteveo.com/privacy-policy-2, incorporated herein by reference.

2. Types of SMS Communications

If you have consented to receive text messages from Inteveo EcoLink, LLC, you may receive messages related to the following specific examples: account notifications, and payment reminders.

You may withdraw your consent to the use of electronic records by replying STOP.

Text Message Service Privacy Policy

For SMS Mobile opt in we do not sell, trade, or otherwise transfer to outside parties your phone number or mobile opt in. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others’ rights, property, or safety.

3. Message Frequency

This Text Messaging Service is for conversational person-to-person communication between you and our employees. We may send you an initial message providing details about the service. After that, message frequency may vary depending on how you use our services and whether you take steps to generate more text messages from us (such as by sending a HELP request).

4. Potential Fees for SMS Messaging

We do not charge you for the messages you send and receive via this text message service. But please note that standard message and data rates may apply, depending on your carrier’s pricing plan.

5. Opt-In Method

You may opt in to receive SMS messages from Inteveo EcoLink, LLC; we will ask verbally if you want to Opt In to receive SMS messages.

6. Opt-Out Method

You can opt out of receiving SMS messages at any time by replying ‘STOP’ to any SMS message you receive, or by contacting us directly.

7. Help

If you are experiencing any issues, you can contact us directly at https://ecolink.inteveo.com/contact or call 800.501.2756.

8. Standard Messaging Disclosures

• Message and data rates may apply.
• Message frequency may vary.
• You can opt out at any time by texting “STOP”.
• Review our Privacy Policy and Terms & Conditions for complete details.