Terms and Conditions

Version v0926_5 · Effective Date: September 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.

1. Definitions

“AUP” means the Acceptable Use Policy published at /acceptable-use-policy.

“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, summaries, 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.

“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 regardless of actual usage, seat count reductions, or location closures.

“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, summarization, integration, and related services.

“SLA” means the Service Level Agreement made available by Company.

“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.

2.4 Order of Precedence. In the event of a conflict, the following order controls, in descending priority: (1) any signed addendum (Data Processing Agreement, Business Associate Agreement, PCI addendum, or similar); (2) the most recent fully executed Service Agreement, Statement of Work, or Change Order; (3) the Proposal identified in the Service Agreement; (4) these Terms; (5) the SLA; (6) the AUP; (7) the Support Policy; (8) the Documentation. Where two provisions within these Terms address the same subject matter, the more specific provision controls.

2.5 Incorporated Policies. The SLA, AUP, Privacy Policy, and Support Policy are incorporated into and form part of this Agreement, and current versions are available on our website. Company may update the SLA, AUP, and 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 /terms-conditions as of the Effective Date. Company maintains a dated archive of prior versions, and Customer may request a copy of the applicable version 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, 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.

3.2 Initial Term. The Initial Term begins on the Service Commencement Date and continues for the number of months stated in the Service Agreement, or if none is stated, forty-eight (48) months.

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 will use commercially reasonable efforts to send Customer a courtesy reminder of the upcoming renewal not less than thirty (30) days before the non-renewal notice deadline; failure to send such a reminder does not affect the automatic renewal.

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 on a month-to-month basis at Company’s then-current rates, terminable by either party on thirty (30) days’ written notice. 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.

3.6 Termination Events. Each of the following is a “Termination Event”: (a) Customer terminates this Agreement or any Service before the end of the Term for any reason other than 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, all remaining amounts payable by Customer for the balance of the then-current Term become immediately due and payable 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.

(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) Accelerated Recurring Charges — one hundred percent (100%) of the MRC set forth in the Service Agreement, multiplied by the number of months remaining in the then-current Term, calculated from the effective date of the Termination Event through the scheduled expiration of the Term; (2) Recoupment of Waived and Discounted Non-Recurring Charges — the full amount of any NRC that Company waived, discounted, or agreed to amortize over the Term; (3) Recoupment of Third-Party Credits and Incentives — the full amount of any credits, rebates, promotional allowances, or incentives that Company obtained from or funded through a Third-Party Provider for Customer’s benefit and that Company is required to repay, forfeit, or reimburse as a result of the Termination Event; (4) Equipment — for any Company-provided equipment not returned to Company in good working order, less ordinary wear, within thirty (30) days of the Termination Event, the greater of the unamortized book value or the then-current replacement cost, plus return shipping and restocking charges; and (5) Arrears — all accrued and unpaid Fees, pass-through charges, taxes, surcharges, interest, administrative fees, and costs of collection through the date of payment.

(c) Cap. Notwithstanding subsection (b), in no event shall the Early Termination Charge exceed the aggregate amount Customer would have paid Company had this Agreement remained in effect for the full Term, less amounts actually paid by Customer, plus the amounts described in subsections (b)(2) through (b)(5).

(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, in whole or in part, to any payment method on file, including by ACH debit, and agrees that the payment authorization executed with the Service Agreement remains in full force and effect until all amounts are paid in full. 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.

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.

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.

3.10 Survival. Sections 1, 3.5–3.10, 4, 5.9, 6, 7, 8.2, 9, 11, 12, 13, 14, and 15 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. 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 otherwise stated. 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.

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 Texas 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 Street, Suite 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 Monthly Volume Commitment, and Customer’s actual usage is less, Customer shall pay the difference. Reductions in seats, users, locations, or usage do not reduce the MRC during the Term.

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 33% of the amount referred, whether or not suit or arbitration is commenced, in addition to amounts recoverable under Section 15.13.

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.

5.2 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.

5.3 911 and Emergency Services. VoIP 911/E911 may not function during power, internet, or network outages, and requires accurate registered location information for each device. Customer is responsible for registering and updating location information, for notifying and educating all users of these limitations, and for obtaining acknowledgments from users where appropriate. Customer’s indemnity under Section 12.1 includes claims arising from 911 service limitations.

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 and Summaries.

(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.

(f) Summaries. The Services also generate AI summaries of calls. Summaries are produced by automated means without human review, are derived from transcriptions and may compound any inaccuracy in them, and are provided “AS IS” and “AS AVAILABLE.” Subsections (b) through (e) of this Section 6.2 apply equally to summaries, and the original audio recording — not any summary — is the authoritative record of any call.

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.

6.4 AI Transcription and Summaries — Plan Inclusions and Usage.

(a) Included volume. Plans that include AI transcription and summaries (Business and Advanced) include five hundred (500) transcriptions and summaries per Agency Account per billing cycle. Each recorded call that is transcribed and summarized counts as one (1) toward this total. Included volumes are measured per Agency Account, reset at the start of each billing cycle, and do not roll over; unused amounts are not carried forward, credited, or refunded.

(b) Exceeding included volume. When Customer reaches its included monthly volume, Customer will be prompted to upgrade to a higher plan to continue generating transcriptions and summaries. Upgrades take effect immediately and the higher included volume applies upon upgrade; downgrades and cancellations take effect at the next billing cycle.

(c) Counting and re-processing. Each call processed counts toward the included volume; re-processing a call may count again.

(d) Scope and limits. Transcription and summarization apply only to calls recorded through RingCentral and other supported integrations; the Services cannot process audio they did not capture. Supported call length is up to sixty (60) minutes per call; longer calls may be split. The supported language is English, or as otherwise published by Company from time to time.

(e) As available; changes. AI transcription and summaries are provided “AS IS” and “AS AVAILABLE.” Included volumes, supported languages, length limits, processing times, and feature availability may change, and Company may modify, suspend, or discontinue the features, in each case with at least thirty (30) days’ notice for material changes except where a shorter period is required by law, a Third-Party Provider, or to address fraud, abuse, or security.

(f) Fair use. These features are intended for ordinary business call volumes and may be rate-limited or reviewed for abnormal or automated bulk use.

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, and display 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 Data. Company may generate and use aggregated and de-identified data derived from use of the Services for analytics, benchmarking, capacity planning, research, and product improvement, provided such data does not identify Customer, any individual, or any communication, and Company does not attempt to re-identify it.

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 the Privacy Policy at /privacy-policy-2, incorporated by reference.

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 business continuity and disaster recovery plans designed to minimize disruption and commits to commercially reasonable recovery objectives. Uninterrupted service is not guaranteed. Remedies for downtime are limited to SLA credits, which are Customer’s sole and exclusive remedy for any failure to meet service availability commitments.

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).

10.2 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. Customer’s disputes with a Third-Party Provider do not excuse, offset, or delay Customer’s payment obligations to Company.

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.

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. Customer’s sole and exclusive remedy for any failure to meet service availability commitments is the SLA credit. (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.

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.

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 may award all remedies available at law or in equity, including attorneys’ fees and costs under Section 15.13. 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. 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 small claims court.

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.

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. 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. No assignment relieves Customer of any payment obligation, including the Early Termination Charge. 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 Street, Suite 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, denial-of-service 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.

15.13 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.

Inteveo EcoLink, LLC — Master Terms and Conditions