Terms & Conditions

These Master Terms and Conditions (the “Terms”), together with any executed Service Agreement, Statement of Work (SOW), order form, Service Level Agreement (SLA), Acceptable Use Policy (AUP), Data Processing Agreement (DPA) or other supplemental document incorporated herein 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,” “you,” or “user”).

This Agreement supersedes all prior oral or written proposals, agreements, or understandings relating to its subject matter.
 

1. Delivery of Services

1.1 Introduction. Company shall provide, and Customer shall pay for, the services set forth in the applicable Service Agreement(s) (the “Services”) for the Initial Term and any Renewal Term, subject to these Terms.

1.2 General. Provision of Services is subject to Company’s credit approval. Company may require a security deposit, prepayment, or other assurances in the event of a material adverse change in Customer’s financial condition.

1.3 Scope. Each Service Agreement shall describe the Services, applicable fees, billing information, and other terms. In case of conflict, the order of precedence is: (a) Service Agreement/SOW; (b) these Terms; (c) SLA; (d) AUP; (e) Documentation.

1.5 Incorporated Policies.

The following documents are incorporated into and form part of this Agreement, each as may be updated from time to time in accordance with its terms:

– Service Level Agreement (SLA) – defines service availability commitments and service credits.
– Acceptable Use Policy (AUP) – sets out acceptable and prohibited uses of the Services.
– Data Processing Agreement (DPA) and, if applicable, Business Associate Agreement (BAA) – govern the processing of Customer Data, including PHI.
– Support Policy – defines support hours, severity levels, response targets, and escalation procedures.

Current versions of these documents are available at: https://ecolink.inteveo.com/legal

In the event of conflict, the order of precedence shall be:
(a) Service Agreement or Statement of Work (most recent),
(b) these Terms,
(c) the SLA,
(d) the AUP,
(e) the Support Policy, and
(f) Documentation.

For clarity:
– SLA, AUP, and Support Policy may be updated by Company upon 30 days’ notice (material changes only).
– DPA and BAA may be modified only by mutual written agreement of the parties.

1.4 Term. Initial Term: Unless otherwise stated, each Service has an Initial Term of four (4) years from its Effective Date. Renewal: Each Service auto-renews unless 90 days’ notice is provided. Holdover: If Services continue past expiration, they convert to month-to-month at current rates. Early Termination/Liquidated Damages: Customer shall pay liquidated damages equal to the committed Monthly Recurring Charges (MRCs) remaining, minus direct avoidable costs.

2. Fees and Payment

2.1 Fees. Customer shall pay all fees set forth in the Service Agreement(s), plus pass-through costs for third-party products or services procured on Customer’s behalf, and applicable taxes, fees, or surcharges.

2.2 Fee Changes. After the Initial Term, Company may adjust fees with thirty (30) days’ notice. Customer may object within ten (10) days; Company may then withdraw the increase or terminate the affected Service without penalty.

2.3 Payment Terms. Invoices are due Net 15 unless otherwise stated. Initial invoices include non-recurring fees and the first month’s recurring fees.

2.4 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. Services may be suspended after five (5) business days’ notice. Reinstatement may require payment in full and a $250 reconnection fee per location.

2.5 Billing Disputes. Disputes must be submitted in writing within 15 days. Undisputed amounts remain payable.

2.6 Default. Default occurs if payment remains unpaid after 7 days’ notice, or if either party materially breaches and fails to cure within 30 days (5 days for security issues). Company may suspend immediately for unlawful use or AUP violations.

2.7 Underutilization. If Customer fails to meet its Monthly Volume Commitment (MVC), Customer shall pay the difference between MVC and actual usage.

3. Acceptable Use; Compliance

3.1 Acceptable Use Policy. Customer shall comply with the AUP as updated from time to time. Material changes reducing Customer’s rights allow termination within 30 days without ETF.

3.2 Messaging / TCPA / A2P 10DLC. Customer is responsible for compliance with TCPA, CTIA, and A2P 10DLC/TCR registration, consent, opt-out, and fees.

3.3 911 / Emergency Services. VoIP 911/E911 may not function during outages and may require accurate location information. Customer assumes responsibility for notices and user education.

4. Confidentiality and Data

4.1 Confidentiality. Each party shall protect the other’s Confidential Information with at least the same care it uses for its own.

4.2 Customer Data. Customer retains ownership. Customer grants Company a license to process such data for service delivery.

4.3 Security; Incidents. Company will implement commercially reasonable safeguards and notify Customer without undue delay of any confirmed Security Incident.

5. Intellectual Property

Company retains all rights in its technology, software, and materials. Customer shall not reverse engineer or use the Services to create a competing product. Feedback may be used by Company without restriction.

6. Representations and Warranties

6.1 Company. Company warrants it has authority to enter into the Agreement and will perform Services consistent with industry standards. SLA remedies are Customer’s sole remedy.

6.2 Customer. Customer warrants it has authority to use the Services, will comply with all laws, and assumes responsibility for e-commerce taxes/tariffs.

7. Limitation of Liability and Indemnity

7.1 Disclaimer. Except as expressly provided, the Services are provided “as is” and “as available.” All implied warranties are disclaimed to the fullest extent permitted by law.

7.2 Limitation of Liability. Company’s total liability shall not exceed amounts paid by Customer for affected Services in the twelve (12) months preceding the event.

7.3 Consequential Damages Waiver. Neither party will be liable for indirect or consequential damages.

7.4 Indemnity. Customer shall indemnify Company for claims arising from Customer’s acts, omissions, breaches, or unlawful use of Services.

8. Miscellaneous

8.1 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, pandemics, supply-chain disruptions, or DDoS attacks.

8.2 Non-Solicitation. During the Term and for 12 months thereafter, Customer shall not solicit Company personnel involved in delivery of Services, except through general advertising.

8.3 Governing Law; Dispute Resolution. This Agreement is governed by Texas law. Disputes are subject to binding arbitration under AAA rules in Austin, Texas. Jury trials and class actions are waived.

8.4 Assignment. Customer may not assign without Company’s consent, except to a non-competitor successor. Company may assign to affiliates or in change of control.

8.5 Notices. Notices shall be delivered by email, courier, or certified mail to addresses in the Service Agreement and are effective upon delivery.

8.6 Entire Agreement. This Agreement supersedes all prior understandings. Amendments must be in writing signed by both parties.

8.7 Survival. Payment, confidentiality, indemnities, limitations of liability, and dispute resolution provisions survive termination.

Attachments Incorporated by Reference

– Service Level Agreement (SLA)

– Acceptable Use Policy (AUP)

– Data Processing Agreement (DPA/BAA, if applicable)

– Support Policy

9. Export Control and Sanctions

Customer represents and warrants that it is not, and will not permit users to be: (a) located in, or a national or resident of, any country subject to U.S. Government embargo or trade sanctions (including without limitation Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, and Luhansk regions of Ukraine); 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 and regulations.

10. Insurance Coverage

Company represents that it maintains commercially reasonable levels of general liability, cyber liability, and errors & omissions insurance. Company has no obligation to add Customer as an additional insured unless otherwise agreed in writing.

11. Intellectual Property Indemnity

11.1 Indemnity. Company shall defend and indemnify Customer against any third-party claim alleging that the Services, as provided by Company and used in accordance with the Terms, infringe such third party’s U.S. intellectual property rights.

11.2 Exclusions. This indemnity 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.

11.3 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 IP infringement.

12. Publicity Rights

Unless otherwise agreed in writing, Company may identify Customer as a client in its marketing materials, case studies, presentations, proposals, and website. Customer may opt out of publicity by providing written notice.

13. Audit and Compliance

Company may audit Customer’s use of the Services to verify compliance with the Terms and AUP. Any such audit shall be conducted remotely, during normal business hours, and in a manner that minimizes disruption. If non-compliance is discovered, Customer shall promptly remediate and pay any applicable fees.

14. Open Source Software

The Services may contain or include open source software components licensed under separate terms. Such components are provided subject to their applicable license terms, which shall govern Customer’s use of those components in lieu of the Terms.

15. Data Residency and Sovereignty

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

16. Restricted Data Categories

Customer shall not upload or transmit into the Services any data subject to heightened legal protection (including PHI, PCI DSS data, GLBA-regulated data, or export-controlled technical data) without a separate signed addendum (such as a BAA or PCI addendum).

17. Security Overview

Company will maintain a written information security program that includes:

– Access controls;

– Encryption of data in transit and at rest (where supported);

– Logging and monitoring;

– Regular vulnerability assessments;

– Incident response procedures.

Company may provide Customer with summary certifications (e.g., SOC 2 Type II, penetration testing results) under NDA.

18. Business Continuity and Disaster Recovery

Company maintains business continuity and disaster recovery (BC/DR) plans designed to minimize disruption. While Company commits to commercially reasonable recovery objectives, uninterrupted service is not guaranteed. Remedies for downtime are limited to SLA credits.

19. Arbitration and Dispute Resolution (Enhanced)

19.1 Arbitration. Disputes shall be resolved under binding arbitration in Travis County, Texas, administered by the AAA. The arbitrator shall have exclusive authority to determine arbitrability.

19.2 Class Action and Jury Trial Waiver. Each party waives any right to jury trial and any right to participate in class, collective, or representative actions.

19.3 Injunctive Relief. Either party may seek injunctive relief in state or federal courts in Travis County, Texas for IP or confidentiality violations.

20. Change Management

All modifications or expansions of Services must be documented via a written Change Order signed by both parties. Each Change Order shall reference the Terms and incorporate them by reference.

21. API Terms of Use

If Company provides APIs, Customer may use them only as documented and solely to enable integration with Customer’s systems. Customer shall not (a) exceed rate limits, (b) reverse engineer APIs, or (c) use APIs to create a competing service. Company may suspend API access in case of abuse.

22. Governing Language

The controlling language of the Agreement is English. Translations are provided for convenience only. In case of conflict, the English version prevails.

23. Accessibility

Company will use commercially reasonable efforts to align the Services with generally recognized accessibility standards (e.g., WCAG 2.1), but makes no warranty of compliance with the Americans with Disabilities Act (ADA) unless expressly agreed.

EcoLink Master Terms – Enterprise Edition v2.0

24. Auto-Renewal

Failure by Customer to provide timely written notice of termination as required shall result in automatic renewal of the Services for the applicable Renewal Term. Customer remains obligated for all fees and charges for each Renewal Term.

25. Price Adjustments

Company may adjust pricing for any Renewal Term by providing at least thirty (30) days’ prior written notice. Pricing during the Initial Term shall remain fixed unless otherwise stated in the Service Agreement.

26. Non-Refundable Fees

All fees paid are non-refundable, regardless of usage, except where expressly required by law. Customer acknowledges and agrees that early termination charges, prepaid fees, and recurring charges are not subject to refund or offset.

27. Customer Data Rights and Responsibilities

27.1 Customer retains ownership of all Customer Data. Company is granted a limited license to process, transmit, and store Customer Data solely for the purpose of providing the Services.

27.2 Customer warrants that it has all necessary rights to submit Customer Data and that such data does not infringe any third-party rights or violate applicable law.

27.3 Customer shall not upload restricted data categories (including PHI, PCI, GLBA, or export-controlled data) without a separate signed addendum (e.g., BAA).

28. Aggregated Data Rights

Company may generate and use aggregated, anonymized data derived from Customer’s use of the Services for analytics, benchmarking, research, and product improvement, provided that such data does not identify Customer or any individual.

29. Third-Party Integrations Disclaimer

Company is not responsible or liable for failures, errors, or interruptions caused by third-party services, integrations, or APIs, including but not limited to AMS360, Applied Epic, ImageRight, Salesforce, or other third-party systems. Customer acknowledges that third-party changes may impact the Services, and such events shall not constitute a breach by Company.

30. Liability Cap

Company’s aggregate liability for all claims arising under or relating to this Agreement shall not exceed the total fees paid by Customer to Company in the twelve (12) months preceding the event giving rise to the claim.

31. Expanded Force Majeure

Force Majeure events include, without limitation, DDoS attacks, cloud service provider failures, carrier outages, labor shortages, pandemics, epidemics, and other events beyond Company’s reasonable control. Such events shall excuse Company’s performance for the duration of the event and reasonable recovery period thereafter.

32. Suspension Rights

Company may suspend Services immediately, with or without notice, if: (a) required to do so by law or regulation; (b) Customer fails to pay undisputed amounts when due; (c) Customer’s use poses a security risk or may subject Company to liability; or (d) Customer breaches the AUP or Terms. Suspension shall not relieve Customer of payment obligations.

33. Beta and Trial Services

Beta, evaluation, or trial Services are provided ‘as is’ without warranties of any kind, and are excluded from SLA commitments. Company may discontinue Beta or trial Services at any time without liability.

34. Service Modifications

Company reserves the right to modify, enhance, or discontinue features of the Services from time to time, provided that the core functionality of the Services is not materially reduced during the Term. Such modifications shall not constitute a breach of this Agreement.

35. Training and Onboarding Disclaimer

Company is not obligated to provide training, onboarding, or implementation services except where expressly purchased in a Service Agreement or Professional Services agreement.

36. Customer Account Responsibility

Customer is solely responsible for (a) designating and managing its administrative users, (b) safeguarding access credentials, and (c) all activities occurring under Customer’s accounts, whether authorized or not. Company shall not be liable for unauthorized access caused by Customer’s failure to secure accounts or credentials.

37. Regulatory Compliance Responsibility

Customer is solely responsible for ensuring its use of the Services complies with all applicable industry-specific regulations (including without limitation insurance, financial services, or telecommunications regulations). Company disclaims responsibility for Customer’s compliance obligations beyond those expressly stated in this Agreement.

EcoLink Master Terms – Enterprise SaaS v3.25