Terms and Conditions

2.1. Connect Service Exclusions. No 0+ or Operator Assisted Calling; May Not Support x11 Calling. The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls or calling card calls). The Service may not support 311, 511 and/or other x11 (other than certain specified dialing such as 911 and 411, which are provided for elsewhere in this Agreement) services in one or more (or all) service areas.

The Connect Service is not a telecommunications service and we provide it on a best effort basis. Important distinctions exist between telecommunications service and the Connect Service offering that we provide. The Service is subject to different regulatory treatment than telecommunications service. This treatment may limit or otherwise affect Customer rights of redress before regulatory agencies.

2.2. Continuant Coverage Exclusions. Coverage service does not include repair for damages, malfunctions, or performance characteristics caused by: (1) non-Continuant or Original Equipment Manufacturer (“OEM”) software or facilities; (2) use of non-Continuant or OEM furnished equipment, software, or facilities with the covered equipment; (3) use of equipment, software, or facilities not covered by Continuant’s Coverage; (4) Customer failure to follow Continuant’s installation, operation or maintenance instructions, including Customer’s failure to permit Continuant timely remote access to covered equipment; (5) failure or malfunction of equipment, software, or facilities not under Continuant’s Coverage; (6) actions of non-Continuant personnel; (7) power surge, outage, and/or electrical storm; (8) equipment misuse, abuse or mishandling; (9) force Majeure conditions as stated in the Agreement. Unless otherwise specified, Coverage does not include batteries, tapes, and/or other consumables.

3. Implementation. In the event the implementation of Services stated herein exceeds thirty (30) days due to Customer’s actions or inactions, or for incomplete or inaccurate information, implementation will be placed on hold. Customer will incur an “On-Hold Fee” equal to one month of recurring service charges or 5% of the contract value, whichever is greater. Customer is required to give ten (10) business days' notice of their desire and readiness to resume implementation. In the event implementation exceeds ninety (90) days due to Customer, the Customer will be charged for the remainder of the implementation fees and monthly service billing as stated in the SOW will commence immediately.

4. Term. Connect Service and Coverage is provided on an annual basis unless otherwsie stated in this SOW. The term begins on the date that Continuant activates Customer Connect Service unless otherwise stated in the SOW and ends on the day before the anniversary date of Customer Term. Subsequent terms of this Agreement automatically renew on an annual basis unless Customer give us written notice of non-renewal at least sixty (60) days before the end of the monthly term in which the notice is given. Expiration of the term or termination of Service will not excuse Customer from paying all accrued and unpaid charges due under this Agreement.

5. Number Transfer on Service Termination. Upon the termination of Customer Service, we may, in our sole and absolute discretion, release to Customer new service provider the telephone number that Customer ported (transferred or moved over) to us from Customer previous service provider and used in connection with Customer Service if:

• Such new service provider is able to accept such number;
• Customer account has been properly terminated;
• Customer account is completely current, including payment for all charges and applicable termination fees; and
• Customer requests the transfer upon terminating Customer account.

5.1 Connect Services Termination Fee. Customer may cancel Coverage under this SOW, in whole or in part, or as to any of Customer’s covered sites at any time, by providing Continuant with sixty (60) days’ written notice to cancel, and by paying applicable cancellation charges. In the event of the termination of this SOW under this Section the Customer forfeits all payments received by Continuant, regardless work progress, and will owe Continuant for any applicable cancellation fees as well as any outstanding costs incurred such as current labor, equipment, software, travel, or shipping costs. Cancellation charges shall equal the lesser of twelve (12) months’ charges or the remainder of the term. Customer may cancel accepted equipment, services, or software orders by providing a written notice and subject to a twenty five percent (25%) cancellation fee. The purchase of software licenses, customer requested modifications to OEM products, fabricated parts, and 3rd party provided services are non-refundable and may not be returned to Continuant for a credit.

Upon any termination or suspension, Continuant may immediately deactivate or delete Customer's account and all related information. In no event shall Continuant be liable to Customer or any third party for terminating or suspending Customer's use or access to the Services.  If Customer or Continuant terminates or suspend Customer's right to use the Services, Customer shall not be entitled to any refund or proration of any pre-paid amounts, credits, or other amounts paid to Continuant prior to the termination or suspension.

6. Acknowledgements. Regulated communications services in the applicable Home Territory provided by Nuwave Communications, Inc. (or its affiliate entity) (“Nuwave Communications”), , in partnership with Continuant. The undersigned acknowledges that they have read, accepted, and agreed to the terms of service at https://nuwave.com/policies/#Legal , and understands that all billing will begin upon license/service activation. Continuant shall pass through any additional service fees, billed to Nuwave Communications, or any additional service fees or pass through fees or surcharges billed to or assessed against Nuwave Communications by any third party service provider or governmental agency as a result of the services provided to Customer hereunder, including, but not limited to, any costs or fees attributable to any USF fees or charges to the Customer. Customer shall be the sole and responsible Party for such pass-through fees and surcharges if and as applicable. Any additional fees not disclosed to Customer upon the date of signature, other than fees assessed by a governmental agency relating directly to Services provided to a Customer, must be approved by Customer. Approval will not be unreasonably withheld. In the event Customer has purchased Continuant C4 services through CallCorp aka Total.Care, Customer agrees to the End-User License Agreement as stated in here: https://www.continuant.com/terms-and-conditions#tab-9. (Total.Care Tab of this page).

In the event, Customer purchased Continuant Connect international through NTT, Customer agrees to the terms and conditions stated here: https://www.continuant.com/terms-and-conditions#tab-10 (Continuant Connect International (NTT)).

7. Carrier of Record. Nuwave Communications, Inc. (either directly or through its affiliate entity)shall be the Carrier of Record for Voice Calling Services provided to Customer in the applicable Home Territory. As the Carrier of Record Nuwave Communications shall be responsible for providing the Voice Calling Plan Services. and has assigned the billing and collection services to Continuant. Continuant shall provide the sourcing and managing service for the Customer for Voice Calling Plan Services which includes: service order arrangement, service provisioning management, trouble reporting referral, dispute resolution, billing, collection and settlement. The application of municipal, State, Federal taxes, surcharges and regulatory assessments for the Voice Calling Plan Services shall be included on the Customer invoices, and the Carrier of Record shall be responsible for the corresponding reporting and remittance of such charges applied to Customer(s) invoices to the proper State and Federal governing bodies.

8. Emergency Calling Services.

However, other calls may incur charges if they are routed through the Emergency Call Response Center (ECRC). Two types of calls fit this profile:

• A Screened 911 call refers to a call that has been verified or filtered to confirm its origin before being connected. This can be either a Static or Dynamic E911 call. This verification can be performed manually, such as asking the caller for their name and purpose, or automatically through caller identification (Caller ID) matched against a database of known numbers. A Screened 911 call incurs a $100 charge.

• An Unprovisioned 911 call refers to an emergency call that has not been configured for any sort of E911 services and results in a call routed through an ECRC to obtain all information required to dispatch emergency services. An Unprovisioned E911 call incurs a $200 charge.

8.1. Access to Emergency Calling Services. The Services provide access to emergency calling services in specific countries, allowing most Voice Service Customers to access Emergency Services (911 in the United States and Canada, 999/112 in the United Kingdom and throughout the European Union, 999/995/993 in Singapore, and any other applicable Emergency Services number). Customer’s access may differ depending on the Customer’s location or the device(s) the Customer is using, and it works differently than Customer may have experienced using traditional wireline or wireless telephones.

8.2. Emergency Service Availability Limitations. Customer acknowledges that the Emergency Services may not be available in the event of a power failure, fraudulent use, non-payment of Services, failure of Customer’s equipment, service outage, or network or Internet congestion or outage, and Customer accepts the responsibility of ensuring that it has alternate means to make emergency calls.

8.3. Emergency Services Acknowledgement. Customer expressly acknowledge that Customer is aware and understand the limitations of the Emergency Services calls using the Services(s) as set forth in this Agreement and agrees to the terms as set forth in the attached Emergency Services Policy at https://nuwave.com/policies/.

8.4. Notification of End Users or Other Users. Customer agrees to take appropriate action to ensure all End Users and other potential users of the Services have a clear understanding of the limitations of the emergency services calls.

9. Claiming Partner of Record. Customer acknowledges that Continuant will seek Claiming Partner of Record (CPOR) association to Microsoft Customer Tenant ID under the Microsoft Partner Incentives program, and that as part of the CPOR association, Continuant may receive monetary fees, commission, or compensation from Microsoft in connection with the services provided to Customer.

Updated: May 2025

Appendix A

Device as a Service (DaaS)

This Appendix A is expressly incorporated into the attached Statement of Work between Continuant and Customer (the SOW).

Equipment: Equipment is defined in the attached SOW as DaaS (“Equipment”).

1. DEVICE AS A SERVICE APPENDIX. This Appendix contains the entire arrangement between Customer and Continuant (the “Parties”) with regards to the DaaS of equipment from Continuant and no modifications of this Exhibit shall be effective unless in writing and signed by the Parties.
   
   
2. DELIVERY AND ACCEPTANCE OF EQUIPMENT. Acceptance of the Equipment as confirmed by Customer or five (5) days after it was delivered whichever comes first.
   
   
3. TERM: DasS Service will commence on the first (1^st) of the month after delivery and remain in effect until the end of the term as specified on this SOW. At the end of each term, Coverage will automatically renew for successive one (1) month terms at Continuant’s then current rates, until a new SOW and/or term is mutually agreed upon. Either Party must give the other Party written notice of its intent not to renew thirty (30) days prior to the expiration of the existing term.
   
   
4. PAYMENTS: The monthly DaaS payments for each item of Equipment (the “Monthly DaaS Payments”) shall be set forth in the applicable SOW, shall begin to accrue on the Commencement Date of the SOW and shall be due and payable by Customer in advance on the first day of each month. Payment schedule ends on the twentieth (20^th) of each month. Any DaaS Service provided after the twentieth (20^th) of each month shall be included on the following invoice. Customer shall pay a late charge on all Monthly DaaS Payments unpaid after the due date thereof equal to one and one-half percent (1-1/2%), or the highest rate permissible by law, whichever is less.
   
   
5. NET AND NON-CANCELABLE: This is a net DaaS and Customer's obligation to pay the rent and other amounts due hereunder is unconditional and not subject to abatement, reduction or set off, defense, counterclaim or interruption of any kind. The DaaS is a non-cancelable DaaS and will not terminate in the event of any damage to or destruction of the equipment. The DaaS may be terminated only as expressly provided herein. To the extent permitted by law, Customer waives the right to (i) cancel the DaaS; (ii) repudiate the DaaS; (iii) revoke acceptance of the equipment; (iv) recover damages from Continuant for any breaches of warranty or for any other reasons; (v) grant a security interest in the equipment to a third party; (vi) deduct from rents all or any part of claimed damages resulting from Continuant's default, if any.
   
   
6. PAYMENT OF TAXES: Customer shall also pay all taxes, however designated, which are levied or based on the DaaS, the Equipment or its purchase, use, lease, DaaS, operation, control or value, including, without limitation, personal property taxes, state and local privilege or excise taxes based on gross revenue, and any penalties or interest in connection therewith, or taxes or amounts in lieu thereof paid or payable by Continuant or Customer in respect of the foregoing, but excluding taxes based on Continuant’s net income. Charges for taxes, penalties and interest, if any, shall be promptly paid by Customer. In the event Customer defaults in the payment of any such tax, Continuant may pay such tax and shall be promptly reimbursed by Customer, with interest (plus attorneys’ fees and costs if any) as additional rent.
   
   
7. ARTICLE 2A LEASE; DISCLAIMER OF WARRANTIES:
   This DaaS is a true lease, which is a "finance lease", as that term is defined under Uniform Commercial Code ("UCC") Article 2A-103. Continuant has not selected, manufactured or supplied the Equipment. Customer has selected the Equipment from the manufacturer, supplier or distributor of the Equipment (the “Vendor”). Continuant acquired the Equipment or the right to possession and use of the Equipment only in connection with this DaaS. Either Customer has assigned to Continuant its acquisition agreement for the Equipment on or before signing this DaaS or Customer's approval of the contract evidencing Continuant's purchase of the Equipment is a condition to the effectiveness of this DaaS (and Customer's execution of this DaaS evidences its approval of said contract). Continuant hereby informs Customer that Customer may have rights under the contract evidencing Continuant's purchase of the Equipment and advises Customer to contact the Vendor for a description of any such rights. If Customer has entered into any acquisition agreement with Vendor, Customer shall perform all of the obligations set forth therein as if this DaaS did not exist. 
   
   CONTINUANT HAS NOT MADE AND MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR EXPRESS OR IMPLIED WARRANTY WHATSOEVER HEREUNDER, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, OR OTHERWISE, REGARDING THE EQUIPMENT OR ANY PART OR THE DESIGN, QUALITY, OPERATION OR CONDITION THEREOF OR WITH RESPECT TO PATENT INFRINGEMENT OR THE LIKE. Continuant hereby grants, transfers and assigns to Customer during the term of this DaaS all of its right, title and interest in any express or implied warranties, indemnities or service agreements of the Vendor which are assignable by Continuant. Continuant shall permit Customer, as Customer’s sole remedy, to enforce any such representation, warranty, indemnity or service agreement against the Vendor in the name of Continuant, and not against Continuant or Assignee (as hereinafter defined).
   
   Customer acknowledges that it is not relying on Continuant’s skill or judgment to select or furnish goods suitable for any particular purpose and that there are no warranties which are not contained in this DaaS. CONTINUANT SHALL NOT BE LIABLE FOR DAMAGES, INCLUDING SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, arising out of or in connection with the performance of the Equipment or the use thereof by Customer and shall not be liable for any special, incidental or consequential damages, arising out of or in connection with Continuant’s failure to perform its obligations hereunder. Upon written request from the Customer, Continuant shall take all reasonable action requested by Customer to enforce any manufacturer’s warranty express or implied, relating to the condition or performance of the Equipment, which is enforceable by Continuant in its own name, provided, however, that Continuant shall not be obligated to resort to litigation to enforce any such warranty unless Customer shall pay all expenses incurred in connection therewith. Similarly, if any such warranty shall be enforceable by Customer in its own name, Customer shall take reasonable action requested by Continuant to enforce any such warranty. Customer shall indemnify and hold Continuant and its assigns harmless from any liability, claim, loss, damage or expense (including reasonable attorneys’ fees) of any kind or nature caused, directly or indirectly by (1) inadequacy of any Equipment for any purpose, (2) any deficiency or defect in any Equipment, (3) the use or performance of any Equipment, (4) any interruption or loss of service, use or performance of any Equipment, (5) any patent, copyright, or other infringement, or (6) any loss of business or other consequential damage whether or not resulting directly from any or all of the above. Customer acknowledges that it has made the selection of the Equipment based on its own judgment, and expressly disclaims any reliance upon statements made by Continuant. Customer acknowledges that Continuant has made no statements or representations upon which Customer is relying in leasing the Equipment, and that this DaaS contains all agreements and understandings between the parties.

8. RISK OF LOSS:
   

1. Continuant shall not be responsible for, nor shall the Monthly DaaS Payments or other sums due hereunder abate for any reason, including, but not limited to, any interruption in or loss of the service or use of the Equipment or any part thereof, or any loss or damage caused thereby, or by error in programming or instruction to the Equipment, latent defect, wear and tear, or gradual deterioration of the Equipment or any part thereof.
   
   
2. Customer assumes and shall bear the entire risk of partial or complete loss, theft, damage, destruction or other interruption or termination of use of the Equipment from any cause whatsoever as stated in the chart below, from the date of delivery of the Equipment to Customer until the Equipment is returned to and received by Continuant.

During the term of the DaaS, and until the Equipment is redelivered to Continuant, Customer shall be liable for the prompt repair of the Equipment at its sole expense. If the Equipment or any portion thereof is lost, stolen, destroyed or damaged beyond repair, Customer, at its option, will (i) continue to make the Monthly DaaS Payments, and, at Customer’s sole expense, replace the Equipment with equipment of identical manufacture and equal or greater capacity, utility and residual value to that of the Equipment replaced (in which case Customer will transfer title to the replacement Equipment to the Continuant free of all liens, claims and encumbrances), or (ii) pay Continuant on the next Monthly DaaS Payment date following the loss, theft, damage or destruction of the Equipment an amount equal to the replacement value or the minimum casualty value, whichever is greater, attached to the applicable SOW for such Equipment in effect on the date of the loss, theft, damage or destruction thereof and all rent accrued on such Equipment up to the date of payment and all other amounts then due in connection with such Equipment. Upon such payment, the SOW, or portion thereof, as applicable, will terminate with respect to the Equipment so paid for, and Continuant will transfer full ownership and title to such Equipment to Customer, free of liens, claims and encumbrances created by Continuant.

9. INSURANCE AND INDEMNITY:
   
Customer shall at all times during the term of this DaaS, at its own expense, maintain: (A) all-risk property damage insurance covering the Equipment in an amount not less than the greater of (i) the replacement value of the Equipment, or (ii) the minimum casualty value of such Equipment as set forth in the SOW, and (B) public liability coverage in such amounts, and with such companies as are in general usage by companies owning or operating similar property and engaged in a business similar to Customer's. The insurance required by this Section 9 may be obtained by Customer by endorsement on any blanket insurance policies maintained by Customer or its parent. All insurance so maintained shall provide for a thirty-day (30) prior written notice to Continuant and Assignee of any cancellation or reduction of coverages and an option in favor of Continuant or Assignee to prevent cancellation by payment of premiums, which shall promptly be repaid by Customer, and further shall provide that all insurance proceeds shall be payable to the Customer, Continuant and any Assignee as their respective interests may appear. Continuant and any such Assignee shall be named as loss payee and additional insured on all public liability insurance policies so maintained. Customer shall furnish to Continuant copies of such insurance policies and satisfactory insurance certificates on or before the Installation Date. Customer's above obligation shall commence on the date of delivery of the Equipment and shall continue until the Initial Term (or any extension or renewal thereof) of each SOW expires and the Equipment is returned to Continuant. By this Section 9, Continuant does not modify or limit any provision of this DaaS relating to disclaimer of warranties and liability, or indemnity.

Customer assumes all risk and liabilities, whether or not covered by insurance, and shall indemnify and hold Continuant and its assigns (including any Assignee) harmless of and from any liability, claim, loss, damage or expense (including reasonable attorneys’ fees) for injuries or deaths of persons and for damage to property, howsoever arising from or incident to the use, operation or storage of the Equipment, whether such injury or death to person be of agents or employees of Customer or be of third persons and whether such damage to property be of Customer, or to property of others.

10. MAINTENANCE, REPAIRS, INSTALLATION AND RETURN:
    
Unless otherwise agreed to by Continuant in writing, Customer shall, at its expense, obtain and keep in full effect, throughout the term of this DaaS, a contract from the manufacturer of the Equipment (or another reputable maintenance organization approved by Continuant) providing for prime shift maintenance service (as that term is defined by the manufacturer) and will otherwise maintain the Equipment in good working order and appearance and make all necessary adjustments and repairs thereto. Customer will at all times cooperate with Continuant in allowing the manufacturer or Continuant to control and install all engineering changes on the Equipment as when determined necessary or desirable by the manufacturer or Continuant. Upon termination of the DaaS, Customer, at its sole expense, shall return the Equipment, together with manufacturer's certificate of authenticity, if provided, to Continuant, or to such other location within the Continental U.S. designated by Continuant, in good condition and repair excepting only reasonable wear and tear, and eligible for a manufacturer’s standard, full service maintenance contract. If the Equipment returned is not so eligible, Customer shall reimburse Continuant for the cost of qualifying the Equipment for such maintenance contract eligibility. Customer shall pack the Equipment to be so returned in accordance with the manufacturer’s guidelines.

If Customer fails to return the Equipment in accordance with the preceding paragraph upon the expiration of the Initial Term or any extension thereof, Customer shall be obligated to pay to Continuant per diem rent until the Equipment is returned in addition to all other remedies available to Continuant pursuant to Section 16 hereunder.

Customer will provide the required suitable electric current to operate the Equipment, with all appropriate facilities as specified by the manufacturer. Customer will grant access to the Equipment to Continuant, its designee, or the manufacturer, during normal working hours for inspection, repair, maintenance, installation or engineering changes, and for any other reasonable purpose. Customer shall immediately notify Continuant of all details concerning any accident arising out of the alleged or apparent improper manufacture, functioning or operation of the Equipment.

11. ALTERATION AND ATTACHMENTS: Customer may make reasonable alterations or attachments to the Equipment and software in line with its business needs, except that Customer shall not make any such alteration that would create a safety hazard, impair or reduce the performance of the Equipment. If the alterations or attachments interfere with the normal or satisfactory maintenance, operation or insurability of the Equipment, or any part thereof, in such manner as to materially decrease the value of the Equipment, or create a safety hazard, Customer will, upon written notice from Continuant to that effect, promptly remove the alterations or attachments and restore the Equipment to its normal condition. In the case of increased cost of maintenance and insurance, or either, due to Customer’s alterations or attachments permitted herein, Customer shall pay such increase. Notwithstanding the preceding, the Customer is still required to comply with provisions in Section 10. herein.

12. ASSIGNMENTS:
    
Customer may not assign the DaaS or any of Customer’s rights hereunder or sublease any Equipment or its use without the prior written consent of Continuant or any such assignment or sublease shall be void. Any permitted sublessee or assignee of Customer must execute an assumption of this DaaS in form and substance acceptable to Continuant, but no sublease or assignment shall relieve Customer of any of its obligations or liabilities under this DaaS.

Continuant may assign or transfer this DaaS to an assignee or may grant a security interest in all or part of this DaaS, the Equipment and/or sums payable hereunder as collateral security for any loans or advances made or to be made to Continuant by a financial institution (such assignee or financial institution, herein, the “Assignee”), Customer hereby consents to such assignment, transfer and/or grant of security interest. Customer, upon receipt of notice of any such transfer, assignment, or grant to an Assignee and instructions from Continuant, shall pay all outstanding Monthly DaaS Payments and all other sums when due under this DaaS (hereafter, collectively, the “Payments”), to such Assignee in the manner specified in said instructions, and Customer’s obligation to make the Payments to such Assignee shall be absolute and unconditional. Upon notice of any intended transfer, assignment, or granting of a security interest: (a) Customer shall promptly submit to Continuant such documents as may be reasonably required by the intended Assignee, in form and substance satisfactory to the intended Assignee, including, without limitation: (i) A certificate that the equipment was delivered and accepted; (2) if Customer is a corporation, a certified copy of resolutions adopted by Customer's Board of Directors authorizing execution of the DaaS; (3) an acknowledgement to the Continuant's transfer, assignment or granting of a security interest; (4) a UCC Financing Statement; (b) In the event of any such assignment, transfer, or granting of a security interest: (1) Customer shall send copies of any notices which are required hereunder to be sent to Continuant to the Assignee as well as to Continuant; (2) Customer shall not permit the DaaS to be amended or any provision thereof to be waived without the prior written consent of the Assignee; (3) Customer agrees not to look to the Assignee to perform any of Continuant's obligations hereunder; (4) Customer agrees that Assignee shall be exclusively entitled to all of the rights and remedies provided to the Continuant under the DaaS; (c) no such transfer, assignment or granting of a security interest by Continuant shall relieve Continuant of any of its obligations hereunder the DaaS, or shall limit Customer's rights to look to Continuant for the performance for such obligations.

Notwithstanding any assignment, transfer or grant by Continuant, and so long as the Customer shall not be in default hereunder, neither Continuant, nor any Assignee, shall interfere with Customer’s right of quiet enjoyment and use of the Equipment. In the event that Continuant notifies Customer of its intention to transfer, assign, or grant a security interest in all or any part of this DaaS, the Equipment and/or sums payable hereunder, Customer agrees to execute such documents as may be reasonably necessary to secure and/or complete such transfer, assignment or grant.

13. USE OF EQUIPMENT:
    
Customer may in the normal course of delivery of services to its customers, provide the Equipment under this DaaS to Customer’s customers at Customer’s customer’s premises provided that in all regards Customer remains solely responsible for all legal and financial obligations under the DaaS. The Equipment will be kept will at all times be located at the location stated in the SOW, and will not be removed therefrom, without prior written consent of Continuant, which shall not be unreasonably withheld. Customer will not use the Equipment for any purpose other than which it was designed and in accordance with the manufacturer's specification. Customer will keep and maintain the Equipment free and clear of all liens, charges and encumbrances (except any placed thereon by Continuant). This DaaS shall be binding upon, and shall inure to, the benefit of the parties hereto and their respective successors and assigns.

14. TRANSPORTATION AND INSTALLATION:
    
The Equipment is to be installed at the location indicated in this SOW.

All transportation, rigging, drayage, and any other charges for the delivery of the Equipment to Customer’s premises shall be paid by the Customer, unless indicated otherwise on the SOW. All installation charges shall be paid by Customer unless indicated otherwise in this SOW. All charges for the deinstallation shall be paid by Customer. Transportation, rigging, and drayage from Customer’s premises at the termination of the E shall be arranged for by Continuant and paid by Customer.

15. DEFAULT:
    
Any one of the following events shall constitute an "Event of Default" hereunder: (a) Customer shall fail to pay when due any installment of rent or other amount due hereunder; (b) Customer shall fail to observe or perform any other agreement to be observed or performed by Customer hereunder; (c) Customer, any guarantor of the DaaS, or any partner of Customer if Customer is a partnership shall cease doing business as a going concern or make an assignment for the benefit of creditors; (d) Customer, any guarantor of the DaaS, or any partner of Customer if Customer is a partnership shall voluntarily file, take any action to authorize the filing, or have filed against it involuntarily, a petition for liquidation, reorganization, adjustment of debt or similar relief under the federal or state bankruptcy or insolvency law; (e) a trustee, receiver, or liquidator be appointed for Customer, any guarantor of the DaaS, or for all or a substantial part of the assets of Customer or any guarantor; (f) any individual Customer or individual guarantor of the DaaS, or partner of Customer if Customer is a partnership, shall die; (g) an event of default shall occur under any other obligation Customer or any guarantor of the DaaS owes to Continuant; (h) an event of default by Customer shall occur under any agreement involving Customer's or a guarantor's indebtedness to a lender for borrowed money; or (i) Customer shall have terminated its corporate existence, consolidated with, merged into, or conveyed or leased substantially all of its assets as an entity to any person unless:(i) such person executes and delivers to Continuant an agreement satisfactory in form and substance to Continuant, in its sole discretion, containing such person’s effective assumption and its agreement to pay, perform, comply with and otherwise be liable for all of Customer’s obligations having previously arisen, or then or thereafter arising, under the DaaS together with any documents, Agreements investments, certificates, opinions and filings by Continuant; and (ii) Continuant (and any Assignee) is satisfied as to the creditworthiness of such person.

16. REMEDIES:
    
Upon the occurrence of an Event of Default and at any time thereafter, Continuant or Assignee may exercise from time to time any one or more of the following remedies: (a) terminate this DaaS as to any portion or all of the Equipment; (b) take immediate possession of any or all of the Equipment; wherever situated, and for such purpose enter upon any premises without liability for so doing or requirement to post bond in any legal proceeding; (c) hold, use, rent, lease, sell or otherwise dispose of any or all of the Equipment in such manner as Continuant in its sole discretion may decide. With respect to any exercise of its rights to recover and/or dispose of any Equipment, Customer acknowledges and agrees that Continuant shall have no obligation, subject to the requirements of commercial reasonableness, to clean up or otherwise prepare the Equipment for disposition; (d) accelerate the due date of all remaining rent payments due hereunder for the entire remaining Initial Term of this DaaS or any amendment thereto, including any renewal term then in effect, whereupon said amounts shall be immediately due and payable; (e) recover the sum of: (i) any accrued and unpaid rent, plus (ii) the present value of all future DaaSs reserved in this DaaS and contracted to be paid over the unexpired Initial Term of this DaaS (or any renewal period then in effect), discounted at the rate of four percent (4%) per annum; plus (iii) the anticipated residual value of the Equipment as of the expiration of this DaaS or any renewal thereof discounted at the rate of four percent (4%) per annum, (iv) any indemnity payment, if then determinable; (v) all reasonable costs and expenses incurred by Continuant in any repossession, recovery, storage, repair, sale, re-DaaS, re-lease or other disposition of the Equipment, including but not limited to costs of transportation, possession, storage, refurbishing, advertising and broker’s fees together with all attorney’s fees and cost incurred in connection therewith or otherwise resulting from Customer’s default (including any incurred at trial, on appeal or any other proceeding) of the foregoing at the rate of one and one-half (1½%) per month (“default interest”) (f) expend such monies as Continuant deems appropriate to cure or mitigate the effect of the Event of Default, or to protect the Continuant's interest in the Equipment and this DaaS, with all such sums to be immediately reimbursed to Continuant by Customer; (g) setoff Customer's security deposit or any other property of Customer held by Continuant against any amount owed by Customer to Continuant; and (h) exercise any other remedy permitted by law, equity or any other agreements with Customer or any guarantor of this DaaS. No remedy given in this paragraph is intended to be exclusive and each shall be cumulative. No express or implied waiver by Continuant of any Event of Default shall constitute a waiver of any subsequent Event of Default.

17. REPRESENTATIONS AND WARRANTIES BY CUSTOMER:
    
Customer represents and warrants to Continuant that: (a) the DaaS constitutes the Customer's legal, valid and binding obligation and is enforceable against Customer in accordance with its terms; (b) Customer's entry into and performance under the DaaS will not result in any breach, default or violation under Customer's charter documents (articles of incorporation and bylaws in the case of a corporation or partnership agreement in the case of a partnership or articles of organization and operating agreement in the case of a limited liability Continuant) or any other agreement to which Customer is a party or to which it or its property is subject; (c) there are no suits or proceedings pending or threatened before any court, government agency or arbitrator which, if determined adversely to Customer, would have a material adverse effect on its financial condition or ability to perform its obligations under the DaaS; (d) that any financial statements or other information which Customer has furnished Continuant concerning the business or condition of Customer was true, correct and complete at the time furnished or as of the date of such financial statements; (e) the Equipment shall remain personal property; with respect to any Equipment that is the subject of any sale and leaseback transaction pursuant hereto, Customer has good title to, rights in, and/or power to transfer all of the same. The Equipment is removable from and is not essential to the premises upon which it is located regardless of its attachment to realty, and Customer agrees to take such action at its expense as may be necessary to prevent any third party from acquiring any interest in the Equipment as a result of its attachment to realty with respect to all of the Equipment leased hereto.

18. General:

1. The Equipment remains the personal property of Continuant and may be removed at any time, without notice, after termination of this DaaS. The Equipment is removable from and is not essential to the premises at which the Equipment is located.
   
   
2. At Continuant’s request, Customer shall affix to the Equipment and each unit or element thereof, in a prominent place, appropriate tags, decals, or plates stating that the Equipment is owned by Continuant, and Customer shall not cause or permit any such tags, decals, or plates to be removed, defaced or covered in any way.
   
   
3. No waiver, consent, modification or change of terms of this DaaS shall bind either party unless in writing and signed by an officer of the waiving party, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.
   
   
4. All notices and other communications hereunder shall be in writing and shall be transmitted by hand, overnight courier, United States first class mail or certified mail (return receipt requested), postage prepaid. Such notices and other communications shall be addressed to the respective party at the address set forth above or at such other address as any party may from time to time designate by notice duly given in accordance with this section. Notices shall be deemed received on the earlier of (i) three days after deposit, postage prepaid, in the United States mail, if sent by United States first class, certified, or registered mail; (ii) the next day after delivery to an overnight courier, expenses prepaid, or (iii) the date of actual delivery if delivered by hand.
   
   
5. Any provision hereof prohibited by, or unlawful or unenforceable under, any applicable law of any jurisdiction shall, at the sole option of the Continuant, be ineffective as to such jurisdiction without invalidating the remaining provisions of this DaaS; provided, however, that where the provisions of any such applicable law may be waived, they are hereby waived by Customer to the full extent permitted by law, and this shall be deemed to be a valid and binding DaaS enforceable in accordance with its terms.
   
   
6. Title to the Equipment shall at all times remain with Continuant and Customer shall protect and defend the title of Continuant and keep it free of all claims and liens other than those of Customer hereunder or created by Continuant. If the DaaS shall be construed by a court to be a lease “intended as security” and not a “true” lease, then Customer, to secure all of Customer’s payment and performance obligations under the DaaS, hereby grants to Continuant a first priority security interest in the Equipment and any and all insurance or other proceeds of the property and other collateral to which a security interest is granted.
   
   
7. This DaaS shall be binding upon and inure to the benefit of Continuant and Customer and their respective successors, assigns and permitted sublessees (subject, with respect to Customer, to the provisions of Section 12 setting forth restrictions on Customer’s ability to assign this DaaS or sublease the Equipment).
   
   
8. Customer hereby authorizes Continuant to execute and/or file against Customer in any public filing office deemed advisable by Continuant, any and all UCC financing statements (and amendments thereto) describing the Equipment and this DaaS, and Customer further irrevocably appoints Continuant as Customer’s attorney in fact to execute and/or file any and all such UCC financing statements (and amendments thereto) as Continuant considers advisable.
   
   The filing of UCC Financing Statements against Customer is precautionary and shall not be evidence that the DaaS is intended as security.
   
   
9. Notwithstanding any other provisions of this Appendix to the contrary, Customer agrees, following the execution of the DaaS by Customer, to provide to Continuant at Continuant’s demand, from time to time, any and all information reasonably required to establish Customer’s creditworthiness, including, but not limited to, financial statements and profit and loss statements, for the current period and for the proceeding three fiscal years. Continuant agrees that such information shall be kept confidential.

During the term of the DaaS, as an additional condition of Customer’s performance, Customer agrees to provide financial statements to Continuant within a reasonable period following the end of Customer’s fiscal year.

Customer and Continuant do each hereby warrant and represent that their respective signatories whose signatures appear below have been and are on the date of this DaaS duly authorized by all necessary and appropriate action to execute this DaaS.

CUSTOMER                            CONTINUANT

Print name & title                                                    Print name & title

Signature                                            Date               Signature                                             Date  

Updated: August 2024

1. Definitions. All definitions as stated in the Agreement shall apply to this SOW.
   
   
2. Scope of Work. The scope of work is included this SOW, additions to the scope may be detailed in an additional document and incorporated into this SOW and subject to all its terms and conditions. Additional services may by recognized as necessary after execution of this SOW – such additions constitute a substantial change and require a signed Change Order Form as described in Section 3 below. Additional work by Continuant will not be carried out without such change order received. Additional services will be invoiced at the agreed amount on the appropriate Change Order Form.
   
   
3. Change Management. The following events will be addressed with a Project Change Order (“PCO”). Those events include, but not limited to, any change to schedule, cost, or personnel. Unless specifically described otherwise in the Agreement, changes to this SOW will be made according to the process described herein. If not specified, approved minor or non-substantive changes will be memorialized in writing using email communications. For large or substantive changes, as determined by Continuant, a Change Order Form will be required. This form will be agreed upon by both Parties and become an attachment to and part of this Agreement after both Parties have signed.
   
   
4. Coverage Service Exclusions. Coverage service does not include repair for damages, malfunctions, or performance characteristics caused by: (1) non-Continuant or Original Equipment Manufacturer (“OEM”) software or facilities;
   (2) use of non-Continuant or OEM furnished equipment, software, or facilities with the covered equipment; (3) use of equipment, software, or facilities not covered by Continuant’s Coverage; (4) Customer failure to follow Continuant’s installation, operation or maintenance instructions, including Customer’s failure to permit Continuant timely remote access to covered equipment; (5) failure or malfunction of equipment, software, or facilities not under Continuant’s Coverage; (6) actions of non-Continuant personnel; (7) power surge, outage, and/or electrical storm; (8) equipment misuse, abuse or mishandling; (9) force Majeure conditions as stated in the Agreement. Unless otherwise specified, Coverage does not include batteries, tapes, and/or other consumables. Service Levels as defined in this SOW do not apply until system set-up, including remote access, has been completed by Continuant. Any delay by the Customer that prevents Continuant’s ability to set up and establish access to Customer’s system remotely may result in time and material charges for all Incident Management Services. Continuant does not warrant uninterrupted or error-free operation of the covered equipment. In addition, Continuant is not obligated to provide Coverage if Customer modifies or uses the covered equipment outside of manufacturer’s specifications or for any equipment with a pre-existing condition. Any maintenance issues discovered by Continuant or brought to Continuant’s attention by Customer will be considered pre-existing until the Coverage setup process is completed by Continuant. Customer-initiated system additions, product moves, or system programming changes or additions are not included under Coverage. Continuant will perform repair or other services not under Coverage at Continuant’s standard rates for such service. Customer shall notify Continuant prior to relocating covered equipment to a different physical address. Additional charges will apply if Continuant incurs costs as a result of relocation of covered equipment.
   
   
5. Term of Coverage. Coverage will begin on the Commencement Date listed on this SOW and will remain in effect until the first (1st) of the month following the end of the term as specified on this SOW. At the end of each term, Coverage will automatically renew for successive twelve (12) month terms at Continuant’s then current rates, until a new SOW and/or term is mutually agreed upon. Either Party must give the other Party written notice of its intent not to renew Coverage sixty (60) days prior to the expiration of the existing term.
   
   
6. Payments. Payments for Coverage along with applicable sales and/or use taxes are billed annually in advance of Service prior to the applicable period’s Coverage start date unless otherwise agreed upon. Any discounts/credits issued by Continuant to Customer will expire upon contract termination. In the event a credit is issued by Continuant, Customer must redeem the credit within six (6) months of the credit issue date.
   
   
7. Termination. Customer may cancel Coverage under this SOW, in whole or in part, or as to any of Customer’s covered sites at any time, by providing Continuant with sixty (60) days’ written notice to cancel, and by paying applicable cancellation charges. Cancellation charges shall equal the lesser of twelve (12) months’ charges or the remainder of the term. Any credits issued by Continuant to Customer will expire upon cancellation. Any software, including software support or services, purchased by Continuant from a 3rd party as requested by Customer under this SOW may not be cancelled during the term of this SOW. Customer may cancel accepted orders by providing a written notice and subject to a twenty five percent (25%) cancellation fee. The purchase of software licenses, customer requested modifications to OEM products, fabricated parts, and 3rd party provided services are non-refundable and may not be returned to Continuant for a credit.
   
   
8. Customer Responsibilities. Customer agrees to: (1) provide the proper environment, electrical and network connections; (2) provide remote access to the equipment under Coverage, and/or a work space for covered equipment; (3) maintain a procedure external to the software program(s) and host equipment for reconstruction of lost or altered files, data, and programs; (4) provide Continuant a list of any covered equipment with pre-existing conditions, that is, equipment suspected or known to have problems or issues in the past; (5) provide passwords necessary to access Customer’s equipment under Coverage; and (6) authorize Continuant, its employees, and affiliates to act on Customer’s behalf regarding non-financial or contractually obligating matters with related 3rd party providers and vendors as necessary to provide the Coverage.
   
   
9. Orders. Orders will be governed exclusively by the terms and conditions of the Agreement and the SOW. Terms and conditions on Customer’s Purchase Order (“PO”) shall not apply.
   
   
10. Data Processing: During the term of this SOW,  Continuant shall not use the Personally Identifiable Information (PII) for any other purpose and shall not retain PII longer than necessary to provide the services, unless otherwise required by law. The types of PII process may include but will not exceed: (1) Employee names and business contact details (phone numbers, email addresses, extension numbers); and, (2) Limited system identifiers associated with users. Under no circumstance will Continuant process any special categories of PII including but not limited to health data, biometric identifiers, or protected financial information. Continuant agrees to:   (1) Ensure all persons authorized to process PII are bound by confidentiality; (2) Implement appropriate technical and organizational measures to protect PII; (3) Obtain Customer’s written consent before engaging any sub-processors; (4) Allow Customer or its auditor to conduct reasonable audits or inspections; (5) Assist Customer in responding to individuals’ rights requests as required by law; (6) Assist Customer with compliance obligations (including breach notifications and impact assessments); and, (8) At Customer request, return or delete all PII upon termination of services, unless retention is required by law. The full Data Processing Agreement can be accessed at https://www.continuant.com/data-processing-agreement.

Updated: October 2025

1. Definitions. All definitions as stated in the Agreement apply to this SOW.
   
   
2. Scope of Work. The scope of work is included this SOW, additions to the scope may be detailed in an additional document and incorporated into this SOW and subject to all its terms and conditions. Additional services may by recognized as necessary after execution of this SOW – such additions constitute a substantial change and require a signed Change Order Form as described below. Additional work by Continuant will not be carried out without such change order received. Additional services will be invoiced at the agreed amount on the appropriate Change Order Form.
   
   
3. Change Management. The following events will be addressed with a Project Change Order (“PCO”). Those events include, but not limited to, any change to schedule, cost, or personnel. Unless specifically described otherwise in the Agreement, changes to this SOW will be made according to the process described herein. If not specified, approved minor or non-substantive changes will be memorialized in writing using email communications. For large or substantive changes, as determined by Continuant, a Change Order Form will be required. This form will be agreed upon by both Parties and become an attachment to and part of this Agreement after both Parties have signed. The purchase price of this SOW is primarily based on the total cost of the Solution, indicated by Customer, and documented in this SOW. Customer understands that changes to the total Solution cost or to specific Solution budgets that impact the scope of work areas in this SOW, after execution of this SOW will be considered a substantial change and require change management as described in this SOW. Any rework associated with Solution budget changes requires a change order. The time required to make changes, modifications, or alterations to work already completed by Continuant by request of Customer or those working on behalf of the Customer for the Solution, which is not part of a planned iterative process, is considered rework and is not part of any normal work or services provided under this SOW or Agreement.
   
   
4. Product Substitutions. Continuant reserves the right to substitute equipment of equal or better quality due to product unavailability or discontinuation in Continuant’s reasonable discretion. Continuant shall not be liable to Customer in case of product unavailability or discontinuation.
   
   
5. Progress Payments. Progress payments will be made according this SOW unless otherwise agreed upon. Work will begin once this SOW is signed, and first payment is received. No payments, regardless of description or milestone, laid out in this SOW or Agreement are to be considered refundable.
   
   
6. Coordination with Other Agents. Continuant can perform coordination activities with Customer’s trades listed in this SOW as part of the listed scope of work. Additional coordination not part of the scope of work in this SOW and may require change management as outlined in this Agreement and will entitle Continuant to additional compensation for such services. Customer agrees to be accountable for the accuracy of information provided to Continuant by Customer’s agents or any other party working on behalf of the Customer for the Solution; additional work or services required by Continuant due to incorrect, inaccurate, or untimely communication or documents constitutes a non-substantive change and requires change management as described in this Agreement.
   
   
7. Delays. Continuant will not be held responsible for delays in the work schedule due to: (1) external factors or third parties; (2) caused by Customer, or those acting on behalf of the Customer for the Solution: (3) untimely receipt of Customer documents and their respective percentage completeness; (4) network readiness; (5) the performance of Customer provided equipment; (6) any delays beyond Continuant’s reasonable control; and (7) system or equipment designs created by Customer. Additional costs may apply due to delays including travel and subcontractor costs as well as require a change order. For each phase, meeting, and deliverable listed in this SOW scope of work, Continuant will attempt to finish the work to the contracted level of effort, based on the information and time given to us by Customer. Continuant will work with the intent to complete each deliverable to the most complete state possible and deliver at the agreed upon time based on the schedule baseline. Delays in our work related to inaccurate, missing, or conflicting decisions or communications from the Customer reduced Continuant’s ability to produce deliverables in a fully complete state. If Delays occur, Continuant will not be responsible for adhering to the established deliverable date.
   
   
8. Substantial Completion. The progress of work is substantially completed when the Solution may be used for its intended purpose with only secondary functionality reductions, non-function tasks remain, or User Acceptance Testing (“UAT”) has been performed and accepted.
   
   
9. Solution Acceptance. Continuant will notify the Customer upon Solution Substantial Completion (see Section 8, Substantial Completion), Customer will have five (5) days to respond with written notice that provides specific details how the Substantial Completion criteria has not been met; otherwise, the Solution will be deemed accepted.
   
   
10. Training. (If Applicable). The Parties agree that Continuant's sole obligation for training services is to supply a qualified instructor for the number of hours designated in this SOW. Continuant neither warrants nor represents that after such training any specific individual(s) will be able to properly use or operate the Solution. Any additional training will be billed at Continuant's then prevailing rate.
    
    
11. Termination. The Customer may also terminate this SOW, in whole or in part, and without cause by providing seven (7) days written notice. In the event of the termination of this SOW under this Section the Customer forfeits all payments received by Continuant, regardless work progress, and will owe Continuant for any applicable cancellation fees as well as any outstanding costs incurred such as current labor, equipment, software, travel, or shipping costs. Any software, including software support or services, purchased by Continuant from a 3rd party as requested by Customer under this SOW may not be cancelled during the term of this SOW.
    
    
12. Orders. Orders will be governed exclusively by the terms and conditions of the Agreement and the SOW. Terms and conditions on Customer’s Purchase Order (“PO”) shall not apply.
    
    
13. Return Policy. Returns must be approved by Continuant and are subject to a 25% restocking fee plus shipping. Computer software (copyright legislation mandates no returns on opened and/or downloaded software), internal earphones, earplugs, microphones, computers, demo gear, wire, lamps, and consumables (e.g., batteries, cleaning products, fog fluid) are non-returnable, as are any items special ordered from a manufacturer, modified, or fabricated by Continuant based on Customer requirements for a specific project. Any returned items must include the original packaging complete with all components including the warranty card and owner's manual and show no signs of wear or abuse. 
    
    
14. Passing of Title/Risk of Loss. Title to the components described in the SOW (collectively, the “UC Solution”) shall pass to the Customer only after the purchase price is paid in full. Risk of loss, however, shall pass to the Customer upon delivery of the UC Solution to the Solution site.

Updated: August 2024

1. Definitions. All definitions as stated in the Agreement apply to this SOW.
   
   
2. Scope of Work. The scope of work is included this SOW, additions to the scope may be detailed in an additional document and incorporated into this SOW and subject to all its terms and conditions. Additional services may by recognized as necessary after execution of this SOW – such additions constitute a substantial change and require a signed Change Order Form as described below. Additional work by Continuant will not be carried out without such change order received. Additional services will be invoiced at the agreed amount on the appropriate Change Order Form.
   
   
3. Change Management. The following events will be addressed with a Project Change Order (“PCO”). Those events include, but not limited to, any change to schedule, cost, or personnel. Unless specifically described otherwise in the Agreement, changes to this SOW will be made according to the process described herein. If not specified, approved minor or non-substantive changes will be memorialized in writing using email communications. For large or substantive changes, as determined by Continuant, a Change Order Form will be required. This form will be agreed upon by both Parties and become an attachment to and part of this Agreement after both Parties have signed. The purchase price of this SOW is primarily based on the total cost of the Solution, indicated by Customer, and documented in this SOW. Customer understands that changes to the total Solution cost or to specific Solution budgets that impact the scope of work areas in this SOW, after execution of this SOW will be considered a substantial change and require change management as described in this SOW. Any rework associated with Solution budget changes requires a change order. The time required to make changes, modifications, or alterations to work already completed by Continuant by request of Customer or those working on behalf of the Customer for the Solution, which is not part of a planned iterative process, is considered rework and is not part of any normal work or services provided under this SOW or Agreement.
   
   
4. Progress Payments. Progress payments will be made as stated in this SOW. Work will begin once this SOW is signed, and first payment is received. No payments, regardless of description or milestone, laid out in this SOW or Agreement are to be considered refundable.
   
   
5. Coordination with Other Agents. Continuant can perform coordination activities with Customer’s trades listed in this SOW as part of the listed scope of work. Additional coordination not part of the scope of work in this SOW and may require change management as outlined in this Agreement and will entitle Continuant to additional compensation for such services. Customer agrees to be accountable for the accuracy of information provided to Continuant by Customer’s agents or any other party working on behalf of the Customer for the Solution; additional work or services required by Continuant due to incorrect, inaccurate, or untimely communication or documents constitutes a non-substantive change and requires change management as described in this Agreement.
   
   
6. Delays. Continuant will not be held responsible for delays in the work schedule due to: (1) external factors or third parties; (2) caused by Customer, or those acting on behalf of the Customer for the Solution: (3) untimely receipt of Customer documents and their respective percentage completeness; (4) network readiness; (5) the performance of Customer provided equipment; (6) any delays beyond Continuant’s reasonable control; and (7) system or equipment designs created by Customer. Additional costs may apply due to delays including travel and subcontractor costs as well as require a change order. For each phase, meeting, and deliverable listed in this SOW scope of work, Continuant will attempt to finish the work to the contracted level of effort, based on the information and time given to us by Customer. Continuant will work with the intent to complete each deliverable to the most complete state possible and deliver at the agreed upon time based on the schedule baseline. Delays in our work related to inaccurate, missing, or conflicting decisions or communications from the Customer reduced Continuant’s ability to produce deliverables in a fully complete state. If Delays occur, Continuant will not be responsible for adhering to the established deliverable date.
   
   
7. Termination. The purchase of software licenses, customer requested modifications to OEM products, fabricated parts, and 3rd party provided services are non-refundable and may not be returned to Continuant for a credit.
   
   
8. Orders. Orders will be governed exclusively by the terms and conditions of the Agreement and the SOW. Terms and conditions on Customer’s Purchase Order (“PO”) shall not apply.
   
   
9. Software Agreements. For the purchase of 3rd party software, Customer must agree to End User License Agreement ("EULA") available at https://adlumin.com/eula/ .

Updated: August 2024

1. Definitions. All definitions as stated in the Agreement apply to this SOW.
   
   
2. Scope of Work. The scope of work is included this SOW, additions to the scope may be detailed in an additional document and incorporated into this SOW and subject to all its terms and conditions. Additional services may by recognized as necessary after execution of this SOW – such additions constitute a substantial change and require a signed Change Order Form as described in Section 3 below. Additional work by Continuant will not be carried out without such change order received. Additional services will be invoiced at the agreed amount on the appropriate Change Order Form.
   
   
3. Change Management. The following events will be addressed with a Project Change Order (“PCO”). Those events include, but not limited to, any change to schedule (see Section 6, Delays), cost, or personnel. Unless specifically described otherwise in the Agreement, changes to this SOW will be made according to the process described herein. If not specified, approved minor or non-substantive changes will be memorialized in writing using email communications. For large or substantive changes, as determined by Continuant, a Change Order Form will be required. This form will be agreed upon by both Parties and become an attachment to and part of this Agreement after both Parties have signed. The purchase price of this SOW is primarily based on the total cost of the Solution, indicated by Customer and documented in this SOW. Customer understands that changes to the total Solution cost or to specific Solution budgets that impact the scope of work areas in this SOW, after execution of this SOW will be considered a substantial change and require change management as described in this SOW. Any rework associated with Solution budget changes requires a change order.  The time required to make changes, modifications, or alterations to work already completed by Continuant by request of Customer or those working on behalf of the Customer for the Solution, which is not part of a planned iterative process, is considered rework and is not part of any normal work or services provided under this SOW or Agreement.
   
   
4. Product Substitutions. Continuant reserves the right to substitute equipment of equal or better quality due to product unavailability or discontinuation in Continuant’s reasonable discretion. Continuant shall not be liable to Customer in case of product unavailability or discontinuation.
   
   
5. Progress Payments. Progress payments will be made according to the Billing Plan as defined in the Agreement. Work will begin once this SOW is signed and first payment is received. No payments, regardless of description or milestone, laid out in this SOW or Agreement are to be considered refundable.
   
   
6. Coordination with Other Agents. Continuant can perform coordination activities with Customer’s trades listed in this SOW as part of the listed scope of work. Additional coordination not part of the scope of work in this SOW and may require change management as outlined in this Agreement and will entitle Continuant to additional compensation for such services. Customer agrees to be accountable for the accuracy of information provided to Continuant by Customer’s agents or any other party working on behalf of the Customer for the Solution; additional work or services required by Continuant due to incorrect, inaccurate, or untimely communication or documents constitutes a non-substantive change and requires change management as described in this Agreement.  
   
   
7. Delays. Continuant will not be held responsible for delays in the work schedule due to: (1) external factors or third parties; (2) caused by Customer, or those acting on behalf of the Customer for the Solution: (3) untimely receipt of Customer documents and their respective percentage completeness; (4) network readiness; (5) the performance of Customer provided equipment; (6) any delays beyond Continuant’s reasonable control; and (7) system or equipment designs created by Customer. Additional costs may apply due to delays including travel and subcontractor costs as well as require a change order. For each phase, meeting, and deliverable listed in this SOW scope of work, Continuant will attempt to finish the work to the contracted level of effort, based on the information and time given to us by Customer. Continuant will work with the intent to complete each deliverable to the most complete state possible and deliver at the agreed upon time based on the schedule baseline. Delays in our work related to inaccurate, missing, or conflicting decisions or communications from the Customer reduced Continuant’s ability to produce deliverables in a fully complete state. If Delays occur, Continuant will not be responsible for adhering to the established deliverable date. 
   
   
8. Substantial Completion. The progress of work is substantially completed when the Solution may be used for its intended purpose with only secondary functionality reductions, non-function tasks remain, or User Acceptance Testing (“UAT”) has been performed and accepted.
   
   
9. Solution Acceptance. Continuant will notify the Customer upon Solution Substantial Completion (see Section 8, Substantial Completion), Customer will have five (5) days to respond with written notice that provides specific details how the Substantial Completion criteria has not been met; otherwise the Solution will be deemed accepted.
   
   
10. (If Applicable). The Parties agree that Continuant's sole obligation for training services is to supply a qualified instructor for the number of hours designated in this SOW. Continuant neither warrants nor represents that after such training any specific individual(s) will be able to properly use or operate the Solution. Any additional training will be billed at Continuant's then prevailing rate.
    
    
11. Coverage Service Exclusions. Coverage service does not include repair for damages, malfunctions, or performance characteristics caused by: (1) non-Continuant or Original Equipment Manufacturer (“OEM”) software or facilities; (2) use of non-Continuant or OEM furnished equipment, software, or facilities with the covered equipment; (3) use of equipment, software, or facilities not covered by Continuant’s Coverage; (4) Customer failure to follow Continuant’s installation, operation or maintenance instructions, including Customer’s failure to permit Continuant timely remote access to covered equipment; (5) failure or malfunction of equipment, software, or facilities not under Continuant’s Coverage; (6) actions of non-Continuant personnel; (7) power surge, outage, and/or electrical storm; (8) equipment misuse, abuse or mishandling; (9) force Majeure conditions as stated in the Agreement. Unless otherwise specified, Coverage does not include batteries, tapes, and/or other consumables. Service Levels as defined in this SOW do not apply until system set-up, including remote access, has been completed by Continuant. Any delay by the Customer that prevents Continuant’s ability to set up and establish access to Customer’s system remotely may result in time and material charges for all Incident Management Services. Continuant does not warrant uninterrupted or error-free operation of the covered equipment. In addition, Continuant is not obligated to provide Coverage if Customer modifies or uses the covered equipment outside of manufacturer’s specifications or for any equipment with a pre-existing condition. Any maintenance issues discovered by Continuant or brought to Continuant’s attention by Customer will be considered pre-existing until the Coverage setup process is completed by Continuant. Customer-initiated system additions, product moves, or system programming changes or additions are not included under Coverage. Continuant will perform repair or other services not under Coverage at Continuant’s standard rates for such service. Customer shall notify Continuant prior to relocating covered equipment to a different physical address. Additional charges will apply if Continuant incurs costs as a result of relocation of covered equipment.

12. Term of Coverage. Coverage will begin on the Commencement Date listed on each SOW and will remain in effect until the first (1st) of the month following the end of the term as specified on each SOW. At the end of each term, Coverage will automatically renew for successive twelve (12) month terms at Continuant’s then current rates, until a new SOW and/or term is mutually agreed upon. Either Party must give the other Party written notice of its intent not to renew Coverage sixty (60) days prior to the expiration of the existing term.
    
    
13. Payment. Payments for Coverage along with applicable sales and/or use taxes are billed annually in advance of Service prior to the applicable period’s Coverage start date unless otherwise agreed upon. Any discounts/credits issued by Continuant to Customer will expire upon contract termination. In the event a credit is issued by Continuant, Customer must redeem the credit within six (6) months of the credit issue date.
    
    
14. Termination. Customer may cancel Coverage under this SOW, in whole or in part, or as to any of Customer’s covered sites at any time, by providing Continuant with sixty (60) days’ written notice to cancel, and by paying applicable cancellation charges.  Cancellation charges shall equal the lesser of twelve (12) months’ charges or the remainder of the term. Any credits issued by Continuant to Customer will expire upon cancellation. Any software, including software support or services, purchased by Continuant from a 3^rd party as requested by Customer under this SOW may not be cancelled during the term of this SOW. Customer may cancel accepted orders by providing a written notice and subject to a twenty five percent (25%) cancellation fee. The purchase of software licenses, customer requested modifications to OEM products, fabricated parts, and 3^rd party provided services are non-refundable and may not be returned to Continuant for a credit. The Customer may also terminate the Solution under this SOW, in whole or in part, and without cause by providing a seven (7) days written notice. In the event of the termination of this SOW under this Section the Customer forfeits all payments received by Continuant, regardless work progress, and will owe Continuant for any applicable cancellation fees as well as any outstanding costs incurred such as current labor, equipment, software, travel or shipping costs.
    
    
15. Customer Responsibilities. Customer agrees to: (1) provide the proper environment, electrical and network connections; (2) provide remote access to the equipment under Coverage, and/or a work space for covered equipment; (3) maintain a procedure external to the software program(s) and host equipment for reconstruction of lost or altered files, data, and programs; (4) provide Continuant a list of any covered equipment with pre-existing conditions, that is, equipment suspected or known to have problems or issues in the past; (5) provide passwords necessary to access Customer’s equipment under Coverage; and (6) authorize Continuant, its employees, and affiliates to act on Customer’s behalf regarding non-financial or contractually obligating matters with related 3^rd party providers and vendors as necessary to provide the Coverage.
    
    
16. Orders. Orders will be governed exclusively by the terms and conditions of the Agreement and the SOW. Terms and conditions on Customer’s Purchase Order (“PO”) shall not apply.
    
    
17. Return Policy. Returns must be approved by Continuant and are subject to a 25% restocking fee plus shipping. Computer software (copyright legislation mandates no returns on opened and/or downloaded software), internal earphones, earplugs, microphones, computers, demo gear, wire, lamps, and consumables (i.e. batteries, cleaning products, fog fluid) are non-returnable, as are any items special ordered from a manufacturer, modified, or fabricated by Continuant based on Customer requirements for a specific project. Any returned items must include the original packaging complete with all components including the warranty card and owner's manual and show no signs of wear or abuse.
    
    
18. Passing of Title/Risk of Loss. Title to the components described in the SOW (collectively, the “UC Solution”) shall pass to the Customer only after the purchase price is paid in full. Risk of loss, however, shall pass to the Customer upon delivery of the UC Solution to the Solution site.
    

Updated: May 2025

1. Definitions. All definitions as stated in the Agreement apply to this SOW.
   
   
2. Scope of Work. The scope of work is included this SOW, additions to the scope may be detailed in an additional document and incorporated into this SOW and subject to all its terms and conditions. Additional services may by recognized as necessary after execution of this SOW – such additions constitute a substantial change and require a signed Change Order Form as described below. Additional work by Continuant will not be carried out without such change order received. Additional services will be invoiced at the agreed amount on the appropriate Change Order Form.
   
   
3. Change Management. The following events will be addressed with a Project Change Order (“PCO”). Those events include, but not limited to, any change to schedule, cost, or personnel. Unless specifically described otherwise in the Agreement, changes to this SOW will be made according to the process described herein. If not specified, approved minor or non-substantive changes will be memorialized in writing using email communications. For large or substantive changes, as determined by Continuant, a Change Order Form will be required. This form will be agreed upon by both Parties and become an attachment to and part of this Agreement after both Parties have signed. The purchase price of this SOW is primarily based on the total cost of the Solution, indicated by Customer, and documented in this SOW. Customer understands that changes to the total Solution cost or to specific Solution budgets that impact the scope of work areas in this SOW, after execution of this SOW will be considered a substantial change and require change management as described in this SOW. Any rework associated with Solution budget changes requires a change order. The time required to make changes, modifications, or alterations to work already completed by Continuant by request of Customer or those working on behalf of the Customer for the Solution, which is not part of a planned iterative process, is considered rework and is not part of any normal work or services provided under this SOW or Agreement.
   
   
4. Progress Payments. Progress payments will be made as stated in this SOW. Work will begin once this SOW is signed, and first payment is received. No payments, regardless of description or milestone, laid out in this SOW or Agreement are to be considered refundable.
   
   
5. Delays. Continuant will not be held responsible for delays in the work schedule due to: (1) external factors or third parties; (2) caused by Customer, or those acting on behalf of the Customer for the Solution: (3) untimely receipt of Customer documents and their respective percentage completeness; (4) network readiness; (5) the performance of Customer provided equipment; (6) any delays beyond Continuant’s reasonable control; and (7) system or equipment designs created by Customer. Additional costs may apply due to delays including travel and subcontractor costs as well as require a change order. For each phase, meeting, and deliverable listed in this SOW scope of work, Continuant will attempt to finish the work to the contracted level of effort, based on the information and time given to us by Customer. Continuant will work with the intent to complete each deliverable to the most complete state possible and deliver at the agreed upon time based on the schedule baseline. Delays in our work related to inaccurate, missing, or conflicting decisions or communications from the Customer reduced Continuant’s ability to produce deliverables in a fully complete state. If Delays occur, Continuant will not be responsible for adhering to the established deliverable date.
   
   
6. Termination. Block of hours may not be terminated or returned for a credit.
   
   
7. Orders. Orders will be governed exclusively by the terms and conditions of the Agreement and the SOW. Terms and conditions on Customer’s Purchase Order (“PO”) shall not apply.

Updated September 2024

1. Definitions. All definitions as stated in the Agreement shall apply to this SOW.
   
   
2. Scope of Work. The scope of work is included this SOW, additions to the scope may be detailed in an additional document and incorporated into this SOW and subject to all its terms and conditions. Additional services may by recognized as necessary after execution of this SOW – such additions constitute a substantial change and require a signed Change Order Form as described in Section 3 below. Additional work by Continuant will not be carried out without such change order received. Additional services will be invoiced at the agreed amount on the appropriate Change Order
   
   
3. Change Management. The following events will be addressed with a Project Change Order (“PCO”). Those events include, but not limited to, any change to schedule, cost, or personnel. Unless specifically described otherwise in the Agreement, changes to this SOW will be made according to the process described herein. If not specified, approved minor or non-substantive changes will be memorialized in writing using email communications. For large or substantive changes, as determined by Continuant, a Change Order Form will be required. This form will be agreed upon by both Parties and become an attachment to and part of this Agreement after both Parties have signed.
   
   
4. Progress Payments. Progress payments will be made according this SOW unless otherwise agreed upon. Work will begin once this SOW is signed, and first payment is received. No payments, regardless of description or milestone, laid out in this SOW or Agreement are to be considered refundable.
   
   
5. Termination. Customer may cancel accepted orders by providing a written notice and subject to a twenty five percent (25%) cancellation fee. The purchase of software licenses, customer requested modifications to OEM products, fabricated parts, and 3rd party provided services are non-refundable and may not be returned to Continuant for a credit. Any software, including software support or services, purchased by Continuant from a 3rd party as requested by Customer under this SOW may not be cancelled during the term of this SOW.
   
   
6. Orders. Orders will be governed exclusively by the terms and conditions of the Agreement and the SOW. Terms and conditions on Customer’s Purchase Order (“PO”) shall not apply.

Continuant is a partner of CallCorp also known as Total.Care Holdings, LLC. and has resold CallCorp’s Total.Care Contact Center to Continuant’s customer(s) (“Customer”) as Continuant Connect Contact Center-(“C4”). Customer agrees to the terms and conditions of this EULA as it relates to Total.Care. Customer employees or associates (“Users”) must be notified of this EULA and abide by these terms and conditions.

Total.Care Holdings, LLC (“Total.Care”, “we” or “us”) offers various services to you through our website and our application on the web, all of which are conditioned on your agreement to adhere to the following Terms of Service (“Terms of Service” or “Agreement”). Customer’s use of the Service and/or your registration with us constitutes your agreement to these Terms of Service. These Terms of Service shall not be amended or modified without the prior written approval of Total.Care and Customer. These Terms of Service apply to all visitors and all who access our website or Services.

Total.Care offers online software functionality primarily for call centers. We manage certain applications (“App” or “Apps”) and related support and hosting services (together with the App, the “Service” or “Services”).

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

We respect the privacy and security of our Users. You understand that by using our Services, you give consent to the collection, use and disclosure of your personally identifiable information as well as any non-personally identifiable information, as described in more detail in our Privacy Policy.

Customer affirms to be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

At our discretion, we may maintain different accounts for different types of Users. If a User opens an account on behalf of a company, organization, or other entity, then User represents and warrants that User is an authorized representative of the entity with the authority to bind the entity to these Terms of Service, and that you agree to these Terms on the entity’s behalf. By connecting to us with a third-party service, User give us permission to access and use information from that service as permitted by that third-party service, and to store your log-in credentials for that third-party service. The Service is not available to any User who has been removed from the Service by Total.Care. In the event User is using the Service as the employee or agent of an organization that has a separate commercial agreement with Total.Care for use of the Service and such agreement conflicts with this Agreement – such separate agreement shall control in the event of any conflicting terms.

1. Services

Subject to the terms and conditions of this Agreement, Total.Care will provide Customer with non-exclusive access to the Services– solely for use for Customer’s own, internal business purposes. The “Service” includes (a) the Site, (b) on-demand Total.Care tools and Total.Care API, and (c) other services provided to Customer through our reseller, Continuant www.continuant.com (“Site”) based on the plan purchased, including all software, data, text, images, sounds, videos, and other content made available through the Site, or developed via the Total.Care API (collectively, “Content”). Any new features added to or augmenting the Services are also subject to this Agreement, it being understood and agreed that new features may not be available for all pricing plans. The Services may also include basic or expanded support based on the Service plan purchased. Total.Care will use reasonable efforts to make the Services available except for: (a) planned downtime, (b) emergency maintenance, or (c) any unavailability caused by circumstances beyond our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest.

Customer is responsible for maintaining the confidentiality of login and account information and is fully responsible for any and all activities that occur under your login or account. Customer is entirely responsible for maintaining the confidentiality of the information Customer maintains for Customer’s account, including password(s), and for any and all activity that occurs under Customer’s account as a result of your failing to keep this information secure and confidential. Customer agrees and acknowledges that login(s) may only be used by one (1) person, and that Users will not share a single login among multiple people. Total.Care cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

2. Registration

By registering and/or participating in this Service, Customer agrees and represents as follows:

2.1. Customer is capable of forming a legally binding contract;

2.2. All information submitted to Total.Care or in connection with a Service is accurate and complete and that Customer will maintain and promptly update any profile supplied to Total.Care to ensure accuracy at all times;

2.3. Customer agrees to be contacted via Email, SMS and text messaging by Total.Care or by other Service users, including push notifications regarding our Services, our website, and third party (provided, however, that Customer understands all SMS and text messages received through the Service are sent to Customer or by other Users on Customer’s account and not by Total.Care);

2.4. Customer hereby grant us permission to display your profile and such other information as may be supplied by Customer on our website in connection with the provision of Services;

2.5. By using the Service, Customer grants us permission to access your account and those messages, data, information, text, graphics, audio, video or other material (“Materials”) posted/uploaded/transmitted to or through the Service using your account, solely in connection with the provision of Services. Subject to your prior written approval, Total.Care may use Customer company logo in our Site and other print material to identify Customer as a registered user of the Service and for advertising purposes;

2.6. Customer will not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by these Terms of Service; (b) use the Service to process data on behalf of any third party, (c) modify, adapt or hack the Service to falsely imply any sponsorship or association with Total.Care, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks;

2.7. Customer understands that the Service is not intended to support or carry emergency calls to any emergency services such as public safety answering points and that Total.Care will not be held liable for any claim, damages or loss (and you hereby waive any and all such claims or causes of action), arising from or relating to your (or your customers’) inability to use your Service subscription to make such emergency calls. Please make sure to have an alternate means to send and receive emergency calls;

2.8. Customer will abide by all applicable laws in your use of the Service, including without limitation any relating to dialing outbound phone numbers and sending of text or SMS messages through the Service.

3. Responsibility for User Content and Call Recording

We respect the rights of third party creators and content owners and expect that you will do the same. Given the nature of the Service and the volume of information submitted, we cannot and do not monitor all of the Materials posted or transmitted by you and other third-party information providers via the Service, including, without limitation, any Materials posted via the Service. You expressly agree that we will not be liable for Materials. We reserve the right, but are not obligated, to remove content from the Service for any reason, including content that we believe violates these Terms or our Acceptable Use Policy below.

Please note that while Total.Care offers the option for you to record calls, if you choose to use this service, then you must comply with all applicable state and federal laws, regulations and rules prior to recording any telephone calls and you expressly warrant and represent to Total.Care that you shall comply at all times. We make no representations or warranties with respect to call recording and recommend that you always secure consent before recording. You acknowledge that these representations and obligations are essential to the ability of Total.Care to provide you with access to call recordings and you further agree to indemnify, defend and hold Total.Care and its officers, directors, owners, employees, agents, consultants and vendors harmless from and against any and all third party liabilities, losses, claims, damages, causes of action, costs and expenses (including attorneys’ fees) that may be incurred by Total.Care arising out of or related to your acts or omissions in connection with your call recordings, whether such claims arise under contract, tort, statute or other legal theory.

4. Acceptable Use Policy

4.1 General

The following is a partial list of the kinds of activities that are prohibited on or through the Service: (a) submitting or using Materials that are patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) engaging in activities or submitting Materials that could be harmful to minors; (c) engaging in activity or submitting Materials that harasses or advocates harassment of another person; (d) engaging in activity that involves the transmission of “junk mail” or unsolicited mass emailing or “spam” or harvesting or otherwise collecting personally identifiable information about Service users, including names, phone numbers, addresses, email addresses, (collectively, “User Data”) without their consent; (e) engaging in activity, or submitting Materials, or promoting information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (f) submitting Materials that contain restricted or password only access pages, or hidden pages or images; (g) submitting Materials that displays pornographic or sexually explicit material of any kind; (h) submitting Materials that provide instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; (i) submitting Materials that contain viruses, Trojan horses, worms, or any other similar forms of malware, (j) engaging in activities or submitting Materials that solicit passwords or personally identifiable information for unlawful purposes from other users; (k) engaging in unauthorized commercial activities and/or sales without our prior written consent such as advertising, solicitations, contests, sweepstakes, barter, pyramid schemes, unsolicited marketing or other activities, including any activities that violate anti-spam laws and regulations including the CAN SPAM Act of 2003, the TCPA Rules (as defined below), and the Do-Not-Call Implementation Act (or any similar or analogous anti-spam, data protection, or privacy legislation in any other jurisdiction); (l) using any robot, spider, other automatic device, or manual process to monitor, copy, or “scrape” web pages or the content contained in the website or for any other unauthorized purpose without our prior written consent; (m) using any device, software, or routine to interfere or attempt to interfere with the proper working of the Service; or (n) decompiling, reverse engineering, or disassembling the software or attempting to do so. In addition, you covenant and represent that you will not use the Service for any purpose other than those that are for your internal business purposes, nor will you use this Service in violation of any applicable laws or regulations (including those relating to the recording of telephone calls telemarketing, and the sending of text or SMS messages), industry standards, third party policies (including all of the applicable guidelines published by the CTIA, the Mobile Marketing Association), or any other accepted industry associations, carrier guidelines (or any similar or analogous industry standards, third party policies or requirements in any other jurisdiction), or these Terms of Service.

4.2 Calling and Messaging through the Services

You agree to familiarize yourself with and abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account, including without limitation the electronic transmission of messages and calls that you create and initiate through the Services. Without limiting the foregoing, you agree to familiarize yourself with the legalities of any messages, calls, broadcasts, and campaigns transmitted through the Services by visiting the following websites:

• Federal Trade Commission, http://www.ftc.gov
• Federal Communications Commission, http://www.fcc.gov
• DoNotCall Registry Info, http://www.donotcall.gov

In particular, you acknowledge that the Telephone Consumer Protection Act of 1991 together with final rules and regulations (collectively, “TCPA Rules”), generally prohibits (1) the making of telemarketing calls using an artificial or prerecorded voice to residential telephones without prior express consent; and (2) the making of any non-emergency call using an automatic telephone dialing system or an artificial or prerecorded voice to a wireless telephone number, in each case, without prior express consent. You understand and agree that you are solely responsible for complying with the TCPA Rules and any other state, federal or local laws, rules and regulations, in effect from time to time, governing electronic communications between you and the owners of the phone numbers you initiate calls or messages to through the Services. Without limiting the foregoing, you represent and warrant that the owners of the phone numbers have given prior express consent or otherwise opted-in to the receipt of such calls or messages as required by any applicable law or regulation. You agree that you will include clear opt-out/unsubscribe information on your calls or messages when required to do so by any applicable law or regulation. You further agree that any individuals requesting “Do-Not-Call” (“DNC”) status shall immediately be placed on your DNC accounts list and you further agree that you will not initiate any subsequent messages or calls to any individuals after they request DNC status.

The TCPA Rules, the Federal Trade Commission, the Federal Communications Commission, the DNC list registry rules (http://www.donotcall.gov) and various state laws, rules and regulations place restrictions on certain types of phone calls and text messages. Total.Care is in no way attempting to interpret any laws, rules, or regulations. This information is provided merely as a courtesy and is not intended to replace your responsibility to familiarize yourself with and abide by the legal requirements pertaining to your use of the Services to initiate calls or messages.

5. Use of Third Party Services

As a part of our Service, we may offer integrations with websites and applications operated by various third parties and are not responsible or liable for any acts or omissions created or performed by these third parties, including any difficulties accessing their services. We provide such integrations for your convenience and reference only. We do not operate or control in any way any information, software, products or services available on such web sites or applications. Our inclusion of an integration with a website or an application does not imply any endorsement of the services or the site, its contents, or its sponsoring organization.

6. Representations and Warranties and Indemnification

Total.Care hereby represents and warrant that: (a) it has full right and power to enter into and perform under these Terms of Service, without any third-party consents or conflicts with any other agreement, (b) the Service will comply at all times with all applicable laws, regulations, and orders, including those relating to privacy and data protection; (c) use of the Service and any output will not introduce into any your systems (or third-party systems on which you use the Service) any viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code; and (d) the Service (and your use thereof) does not and will not infringe, violate, or misappropriate the intellectual property rights of any third party.

Customer hereby represents and warrants that: (a) Customer has all necessary authority, rights and permissions to submit the Materials and grant the licenses described in these Terms of Service, (b) the Materials are accurate, current and complete, (c) the Materials and your use of the Service shall not infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third party, including, without limitation, any rights of privacy or publicity or any contractual rights, (d) the Materials and your use of the Service shall not violate any applicable law or regulation or cause injury to any person; (e) your use of the Service shall not violate any agreements between you and a third party.

Customer agrees to indemnify, defend and hold harmless Total.Care, and its officers, directors, employees, agents, and contractors from and against any and all third party claims, costs, demands, damages, liabilities, or expenses, including, without limitation, reasonable attorneys’ fees, arising from or related to: (a) the Materials Customer provides or approves for publication or breach of these Terms of Service including failure to comply with the TCPA Rules or any representations or warranties in this Section 8.

Total.Care agrees to indemnify, defend and hold Customer and it’s officers, directors, employees, agents, and contractors harmless from and against any and all third party claims, costs, demands, damages, liabilities, or expenses, including, without limitation, reasonable attorneys’ fees, arising from or related to Total.Care’s: (a) gross negligence or willful misconduct, (b) breach of this Agreement or (c) violation of applicable data privacy and data protection laws or regulations.   In the event of an indemnification claim, Total.Care will not settle any claim without Customer’s prior written consent other than the payment of money damages for which you have accepted responsibility and you may participate, at its own expense, in any defense and settlement, with counsel of Customer’s choice.

7. Disclaimers and Limitations

Errors in the information contained in our Service sometimes occur. In addition, we may make changes and improvements to the Service provided herein at any time so long as the functionality of the Service is not degraded. EXCEPT AS SET FORTH HEREIN, THE SERVICE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED “AS IS.” WE AND/OR OUR SUPPLIERS, PARTNERS AND AFFILIATES DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE SERVICE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT. USE OF OUR SERVICE IS AT CUSTOMER’S OWN RISK. EXCEPT AS SET FORTH HEREIN, WE AND/OR OUR SUPPLIERS, ARE NOT LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICE OR WITH THE DELAY OR INABILITY TO USE THE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH US, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER.

LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT FOR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR AS RELATED TO EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR ITS INDEMNIFICATION OBLIGATIONS, EACH PARTY’S LIABILITY, AND THE LIABILITY OF ITS SUPPLIERS AND AFFILIATES, TO THE OTHER PARTY OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, SHALL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, NOT INCLUDING THIRD PARTY LONG DISTANCE FEES AND TAX. IN ADDITION, EXCEPT AS SET FORTH HEREIN, TOTAL.CARE WILL NOT BE LIABLE FOR (A) THE COST OR PROCUREMENT OF ANY SUBSTITUTE TECHNOLOGY OR SERVICES, (B) ANY MATTERS CONTEMPLATED BY FORCE MAJEURE BELOW, (C) THE LOSS OF ANY DATA OR OTHER TECHNICAL ISSUES, OR DAMAGES TO CUSTOMER MOBILE DEVICE OR OTHER HARDWARE OR SOFTWARE THAT IS CAUSED BY THE SERVICE (FOR CLARITY, INCLUDING ANY SYSTEMS, APPLICATIONS, CODE, PROCESSES OR METHODS USED TO PROVIDE THE SERVICE), OR (D) DAMAGES FOR ANY EMAILS OR OTHER CONTENT THAT CUSTOMER OR END USERS SEND OR POST VIA THE SERVICE. THE FOREGOING LIMITATIONS ON LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 9 IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF TOTAL.CARE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE CONTRACT BETWEEN US AND CUSTOMER. Some states do not allow the limitation of liability, so the foregoing limitation may not always apply.

ERRORS AND DELAYS

We are not responsible for any errors or delays caused by an incorrect email address provided by Customer or other technical problems beyond our reasonable control. It is Customer’s responsibility to ensure that Total.Care has updated email addresses and contact information.

8. Dispute Resolution

Any claim or controversy arising out of or relating to the use of our Service, to the goods or services provided by us, or to any acts or omissions of other users for which Customer may contend we are liable, including but not limited to any claim or controversy (“Dispute”), shall be finally, and exclusively, settled by arbitration in Salt Lake City, Utah, from which arbitration there shall be no appeal. The arbitration shall be held before one arbitrator. The arbitrator shall be selected pursuant to the AAA rules. The arbitrator shall apply the substantive law of the state of Utah, except that the interpretation and enforcement of this arbitration provision shall be governed by the U.S. Federal Arbitration Act. To begin the arbitration process, a party must make a written demand therefore. Each party shall bear its own costs and attorneys’ fees. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The arbitrator shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of arbitration under this Agreement with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved. THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN CUSTOMER AND US WILL BE RESOLVED BY BINDING ARBITRATION. CUSTOMER THUS GIVE UP CUSTOMER’S RIGHT TO GO TO COURT TO ASSERT OR DEFEND CUSTOMER RIGHTS. CUSTOMER RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.

9. Parental Control Protections

Pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify Customer that there are commercially available parental control protections (such as computer hardware, software or filtering services) that may assist Customer in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at http://internet-filter-review.toptenreviews.com.

10. Jury Trial Waiver

CUSTOMER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

11. General

Customer agrees that: (i) the Service shall be deemed solely based in Utah; and (ii) this Service shall be deemed a passive web site and service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Utah. These Terms of Service shall be governed by the internal substantive laws of the State of Utah, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. These Terms of Service, together with the Privacy Policy and any other legal notices published by us on the Service, shall constitute the entire agreement between Customer and us concerning this Service and supersedes any prior written or oral representations. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service may not be transferred or assigned by Customer without our prior written approval, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved to us. Neither party shall use the other party’s name, logos or trademarks in any publicity (including press releases) or advertising without the other party’s prior written consent.

12. Intellectual Property

All contents of the Service are copyrighted © 2020 Total Care Holdings, LLC dba Total.Care. All rights reserved. Other product and company names may be trademarks or service marks of their respective owners.

Total.Care shall own all right, title, and interest in and to Service, including all modifications, improvements, upgrades, and derivative works thereto. No intellectual property rights are assigned or transferred by Total.Care hereunder.

Total.Care, and Total.Care’s other product and service names and logos used or displayed on the Service are registered or unregistered trademarks of Total.Care (collectively, “Marks”), and Customer may only use such Marks to identify itself as a customer and user of the Service; provided Customer does not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Total.Care, its services or products.

IF CUSTOMER DOES NOT AGREE TO THE TERMS STATED ABOVE OR TO ANY CHANGES MADE IN THESE TERMS, PLEASE EXIT THIS SERVICE IMMEDIATELY

APPENDIX 1: STANDARD TERMS AND CONDITIONS

These Standard Terms and Conditions (“STC”) apply to all Services provided or sold to the Customer by Continuant and provided by NTT Cloud Communications and/or its Affiliates (individually or collectively referred to as the “NTT”) in consideration of payment based on the charges and fulfillment of the specific conditions set out in the Service Order Form (“Order”) signed by the Customer.

The Customer acknowledges and agrees that NTT is the service providing party and that Continuant’s is the Sales Partner Billing Agent and will act as its billing agent for billing and payment collection with Customer on behalf of NTT and without any markup for services purchased and provided by NTT to Customer under this Agreement. NTT shall be identified as the provider of services to Customer on all invoices and Sales Partner Billing Agent shall pass through all charges, taxes, and regulatory fees as set forth by NTT.

By signing the Order, the Customer agrees and acknowledges that the Customer has read and accepted the terms of the Agreement.

1. Definitions

Affiliate means a legal entity that controls, is controlled by, or that is under common control with either Customer or NTT. For purposes of this definition, “control” means ownership of more than 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.

Agreement means this STC, any applicable Specific Terms incorporated or into an Order, each applicable Order entered into by the parties, and any and all additional contract materials expressly incorporated into any of the foregoing.

Applicable Laws means any court judgement or statute, by-law, directive, treaty, regulation, rule or policy issued by a regulatory authority which is applicable to the general business operations of a party and (a) in the case of NTT, is applicable to NTT’s delivery, provisioning, and billing of Services; and (b) in the case of Customer, is applicable to Customer’s receipt, use of, and payment for the Services.

Charges mean all amounts to be paid by Customer for the provision of the Services, as set out more particularly in each Order (including, as applicable, the Specific Terms).

Customer means the entity identified on the applicable SOW.

Customer Data means any data of Customer that is (a) directly managed or controlled by NTT in the course of performing the Services or (b) stored in physical or virtual systems managed or controlled by NTT as a result of the Services, and expressly excludes

(i) data transmitted through either NTT’s or Customer’s networks, systems or equipment as a result of or in connection with Customer’s use of the Services, but over which NTT does not exert any direct management or control (provided that such transmitted data will be considered Customer Material, as defined below); and (ii) customer relationship management (‘CRM’) and other business administration data (including contact information for relevant Customer personnel, credentials, etc.).

Customer Material means Customer Data and any other materials, equipment, software, data, documentation, and information owned, developed, or licensed by or for Customer; and either (a) used, transmitted, installed, stored, or processed by Customer in connection with its use of the Services, or (b) provided by Customer to NTT for use, transmission, installation, storage, or processing in connection with the provision of the Services.

Customer Trade Compliance Terms means NTT’s then-current trade compliance terms applicable to Customer’s performance under the Agreement, which is made available at services.global.ntt (or successor site) and may be updated by NTT from time to time (effective upon publication).

Deliverable means any report, information, technology, outcome, or other item expressly agreed to be delivered by NTT to Customer, in accordance with the terms of the applicable Order.

Documentation means user guides, instructions, and other related materials for the Services that NTT makes available to Customer.

Effective Date means the date of successful completion of any electronic or online ordering process made available by NTT according to clause 2 below.

Force Majeure means circumstance which is beyond the reasonable control of NTT or Customer or an unexpected and disruptive event, which results in NTT or Customer being unable, delayed or otherwise hindered in its ability to observe or perform an obligation under any Order and such circumstances include, but are not limited to the following examples: (a) acts of God, earthquakes, or any natural disasters; (b) changes in Applicable Laws; (c) applicable trade or banking sanctions (except where imposed directly or indirectly against Customer or its Affiliate), acts of sovereign states, blockade, embargo, public disorder, acts of war or public enemy, or terrorism; (d) epidemics and pandemics (or a lesser spread of disease that causes interruption or delay); (e) shortages of materials or labor; (f) cable cuts or power outage; (g) cybercrime or other forms of cyber or physical sabotage; and (h) non-performance of any third party or failure of any third-party system, infrastructure, software or application (in each case, only to the extent such third party or third-party system, infrastructure, software or application is outside the control and management of the impacted party or its subcontractor).

Insolvency Event means the occurrence of a party being adjudicated as bankrupt or insolvent, making an assignment for the benefit of creditors, invoking any provision of law for general relief from its debtors, or initiating any proceeding seeking general protection from its creditors.

Intellectual Property Rights mean any of the following rights anywhere in the world, whether registered or unregistered: trade secrets, patents and application for patents, trademark rights, service mark rights and domain name rights and applications for the same, rights in unregistered trademarks and rights in trade names and business names, copyright (including copyright in software and databases), database rights, rights in designs and rights in inventions, and any rights of similar effect or nature as any of the foregoing.

NTT means the NTT entity identified as such in the table on the first page of the Order.

NTT Material means (a) the Services and associated Documentation (but expressly excluding any Third-Party Services and associated Documentation); (b) equipment (including associated firmware, software, parts and components) leased, rented, or licensed by or on behalf of NTT in order for Customer to receive and use any Services, regardless of physical location; (c) know- how, methodologies, processes, and/or Intellectual Property Rights used by NTT to provide any Services; (d) all materials, software, data, and information provided by NTT under an Order, including any identifiers, passcodes, or access keys used to access the Services; and (e) any modifications, upgrades, derivate works, and improvements to any of the foregoing.

Order means a valid order form, statement of work or other ordering instrument (in a format reasonably determined by NTT) setting out the particulars of a transaction for Services, and includes any and all additional contract materials expressly incorporated in or attached to such instrument.

Personal Data means any information relating to an identified or identifiable person or other similar definition under any Applicable Laws governing treatment of personal information or personal data.

Privacy Statement means the then-current privacy statement describing NTT’s treatment of Personal Data in its general business administration, management, and operations, which is made available at services.global.ntt (or successor site) and as may be updated by NTT from time-to-time (effective upon publication).

Service Activation means when the Services are first activated or made available to Customer, as may be more specifically set out in the Order or Specific Terms (including, where expressly stated in the Order or Specific Terms, any applicable acceptance procedures to which determination of Service Activation is subject).

Service Description means the terms of an Order (or accompanying document incorporated therein) describing the features, specifications, limitations, and functions of the ordered Services.

Service Level Agreement (or SLA) means the anticipated level of Services, as measured by availability, speed, accuracy, capacity, throughput, or other relevant metrics associated with the Services, as set forth in or incorporated into the applicable Order (whether in the Service Description by physical attachment or through reference to a URL maintained by NTT (“SLA Website”).

Services means the services to be provisioned, to be procured, by NTT for Customer, as set out in the relevant Order and more particularly detailed in the applicable Service Description.

Specific Terms means the supplemental product-specific or service-specific terms additionally applicable to any ordered Services additionally applicable to any ordered Service, as incorporated in the relevant Order (whether through physical attachment or by reference to materials published at a URL) or as incorporated into this Agreement.

Transition-In Period means, to the extent applicable, the period between the acceptance of an Order and Service Activation, during which the parties will fulfill their obligations in order to enable Customer’s use of the Services, as further described in the Order or Specific Terms.

Transition-Out Period means, to the extent applicable, the period after proper termination notice of an Order is delivered, during which the parties will fulfill their obligations in order for Customer to migrate off the Services, as further described in the Order or Specific Terms.

User means any person Customer permits to use any Services.

2. Order Formation

NTT and Customer may agree for the delivery of Services by NTT to Customer as set out in an Order. Each Order will specify the details of the applicable Services to be delivered or provisioned and will be subject to the general terms of this Agreement, and Specific Terms. As applicable based on the ordering process made available to Customer by NTT, a proposed order form will be deemed accepted (and a binding Order formed) when Customer’s successful completion of any electronic or online ordering process made available by NTT (with the completed electronic or online submission by Customer constituting the Order, subject to any additional terms that may apply to Customer’s use of such ordering system).

3. Rights Granted

During the relevant Order Term and subject to the terms of the Agreement:

1. NTT grants Customer the limited, non-exclusive, non-transferable right to use the Services (and associated Documentation) set out in the Order for its own internal use (which, unless otherwise stated in the applicable Specific Terms, will be interpreted to also include internal use by, or for the benefit of, Customer’s Affiliates); and
2. Customer grants NTT the limited, non-transferable (except as necessary for the provision of any portion of the Services by an Affiliate or subcontractor of NTT) right to use Customer Material as necessary for NTT to provide the Services set out in the Order.

4. Restriction on Use

In addition to any more specific restrictions applicable to ordered Services (as set out in the relevant Documentation or Specific Terms, as applicable), Customer may not (and will ensure that its Users do not):

1. use any Services, or NTT Material in any manner that violates Applicable Laws or the terms of the Agreement;
2. distribute, resell, sublicense, or otherwise transfer the Services, or NTT Material (including any Intellectual Property Rights therein) or permit others to do the same;
3. copy, modify, translate, disassemble, reverse engineer, or make any derivative of the Services, or NTT Material;
4. remove, obscure, or alter any trademarks or other proprietary notices appearing on or contained within the Services, or NTT Material; and
5. use Documentation for any purpose other than as strictly necessary for Customer to receive the intended benefit of the Services.

For the avoidance of doubt, using the Services as underlying technology to support or enable Customer’s business operations or commercial offerings is permitted hereunder, as long as such use does not otherwise constitute a violation of any general restriction set out in this clause above and is not prohibited by a more specific restriction set out in any applicable Specific Terms.

5. Customer obligations

In addition to any other applicable Customer obligations otherwise set out in the Order, Customer must:

1. ensure that its own systems and equipment comply with the technical requirements (as notified by NTT) necessary to use the Services;
2. maintain and use the Services: 
   1. for their intended purpose only; and
   2. always in accordance with the applicable Documentation and any additional instructions given by NTT (including those set out in any applicable ‘welcome pack’), as applicable;
3. implement a rigorous internal password management policy, including (at a minimum) keeping all access numbers, passwords and personal identification numbers used in connection with the Services confidential, preventing unauthorized access thereto, and generally safeguarding such information;
4. protect itself from the risk of losing data, files, and programs relating to or used in connection with the Products and Services by making regular backups and using antivirus software which is updated regularly; and
5. in respect to the Services:

1. 1. ensure all Users comply with the fair use policy available at the applicable Service Description, which is incorporate by this reference; and
   2. refrain from carrying out (or commissioning another party to carry out) intrusion tests, or attempt to obtain a denial of service, in connection with the Services without NTT’s prior written consent.

Customer is solely liable for any services or software which are not provided by NTT or NTT Representatives, and which are integrated into or used in combination with the Services. NTT will have no responsibility or liability whatsoever arising, in full or in part, from any third-party software or services integration not provided by the NTT or NTT Representative under the Agreement.

6. Customer’s use of the Products and provision of the Services depends on:

1. 1. the reliability, availability and continuity of connections with third parties out of NTT’s or NTT Representative’s control (including telecom carriers, public internet, and Customer’s equipment); and
   2. the accuracy and integrity of information communicated by Customer.

NTT will not be liable for any interruption or delay that is outside of NTT’s control.

6. Intellectual Property and Rights Reserved

Unless expressly stated otherwise in an Order, no Intellectual Property Rights are intended to be transferred under the Agreement. Except for those rights expressly granted in the Agreement, all rights, title, and interest (including Intellectual Property Rights) in any:

1. NTT Material remains vested in NTT; and
2. Customer Material remains vested in Customer.

In the event Customer elects to communicate to NTT any suggestions for improvement to any NTT Material, NTT will, to the extent permitted by Applicable Laws, be entitled to use such suggestions without restriction or compensation to Customer.

7. Content

Customer is solely responsible for determining the contents and suitability of all Content and ensuring Customer has the necessary rights, permissions and licenses to grant NTT the authorization to request the Services and otherwise use the Services in connection with such Content.

8. Warranties 

8.1 Each party warrants that it has the full capacity and authority to enter into the Agreement and grant any rights, licenses, permits, consents, and authorizations hereunder.

8.2 NTT warrants that the Services provided under an Order will be performed:

1. by suitably experienced individuals in a proper, workmanlike, and professional manner; and
2. in accordance with the applicable specifications set out in the Order (including any Service Description included or incorporated therein).

The warranty set out in (b) above will be void in the event any failure of the Services is due to any misuse, modification, or other unauthorized changes to the Services (or any other relevant NTT Material used in connection therewith) by Customer or any third party acting on Customer’s behalf.

EXCEPT FOR THOSE WARRANTIES EXPRESSLY SET OUT IN THE AGREEMENT, NTT DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND UNDERTAKINGS (WHETHER EXPRESS, IMPLIED, ARISING UNDER STATUTE OR OTHERWISE) RELATING TO THE SERVICES, INCLUDING ANY WARRANTIES OF PERFORMANCE, MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR SATISFACTORY QUALITY; AND THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR WILL BE TIMELY, UNINTERRUPTED, ERROR FREE OR ENTIRELY SECURE FROM INTRUSION.

ALL SUCH REPRESENTATIONS, WARRANTIES, CONDITIONS, AND UNDERTAKINGS ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, EXCLUDED FROM THE TERMS AND CONDITIONS OF THE AGREEMENT.

8.3 EXCEPT FOR THE TERMS AND CONDITIONS SPECIFICALLY SET OUT IN THE AGREEMENT, NO STATEMENTS OR INFORMATION OBTAINED BY CUSTOMER FROM (OR ON BEHALF OF) NTT IN CONNECTION WITH THE SERVICES WILL CREATE ANY WARRANTY, CONDITION OR OBLIGATION ON NTT, AND CUSTOMER ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED ON ANY SUCH STATEMENTS OR INFORMATION.

9. Invoicing

9.1 Invoicing. Charges and currency will be invoiced as set out in the applicable Order. Unless otherwise set out in the Order:

1. fixed recurring Charges will begin on Service Activation and be invoiced in advance at the start of the billing period in which such Charges arise, based on the pricing, quantities, and billing frequency set out in the Order;
2. usage-based Charges will begin on Service Activation and be invoiced in arrears, with NTT issuing the invoice following the completion of the billing period in which such Charges arise, based on the pricing and billing frequency set out in the Order, as applied to the actual volumes extracted by NTT for the relevant billing period; and
3. Payment terms will be as stated in the applicable Order.

9.2 Adjustment to Service Charges. In the event any regulatory agency, legislative body or court creates or imposes regulations, laws or other requirements relating to, notably, taxes, official fees or any other related governmental fee applicable to the Services, NTT may increase the relevant Charges accordingly. If a third-party provider changes tariffs, that result in a significant increase in the costs incurred by NTT in providing the Services, NTT may make a corresponding increase the impacted Charges, subject to at least 30 days’ notice in writing of such increase. Customer will have the right to terminate the Services impacted by the increase as of the date of the implementation of the new Charges, without penalty, by giving NTT written notice within 30 days from the date of receipt of the notice letter from NTT. Unless otherwise set out in an Order (or for a specific Service comprising part of an Order), NTT reserves the right, upon each anniversary of the relevant Service Activation date or renewal, to proportionately adjust any and all Charges applicable to ongoing Services to account for any fluctuation to NTT’s costs to provide the relevant Services to Customer, including inflation, cost-of-living-adjustments (COLA), foreign currency exchange rates, and costs of arranging, operating, or procuring underlying utilities, services, or technology.

9.3 Taxes. The Charges do not include applicable taxes or other governmental charges or fees levied on the Services in accordance with Applicable Laws (“Taxes”), which, unless Customer provides NTT with a valid exemption certification prior to the date that Services are first provided under the Agreement, must be paid or reimbursed by Customer (excluding taxes based on NTT’s income). If, following delivery of any r Services, Taxes are later assessed against NTT on the provision of such Services due to a change to Applicable Laws, NTT will invoice, and Customer will pay, such Taxes as set out in this clause. In the event any deductions or withholdings are required by Applicable Laws to be made from any of the Charges payable, Customer will gross up the payment due to NTT to ensure NTT receives the amount it would have received had such withholding not applied and Customer will then remit payment of such Taxes directly to the applicable taxing authority.

10. Confidentiality

1. Customer Data and Personal Data, which will be treated more specifically in accordance with the terms of clauses 11 (Customer Data) and 12 (Personal Data) below, respectively; and
2. information that can be shown to Discloser’s reasonable satisfaction was:

1. 1. in the public domain at the time of disclosure or becomes available to the general public afterwards other than by Recipient’s breach of the Agreement
   2. rightfully known by, or later becomes available to, Recipient on a non-confidential basis from a source other than Discloser that is not prohibited from disclosing such information to Recipient; and
   3. independently developed by Recipient without use or reference to Discloser’s Confidential Information.

1. use it only for the performance or administration of Recipient’s obligations and responsibilities under the Agreement;
2. disclose it to Recipient’s (or, if applicable, Recipient’s Affiliates’) directors, officers, professional advisors, employees, contractors, and in the case of NTT as Recipient, to any relevant subcontractor or licensor, or service provider used in the performance or administration of the Agreement, on a need-to-know basis only and subject to sufficient confidentiality obligations with such parties (and Recipient will remain fully liable for a breach of this clause 10 (Confidentiality) by any entity or individual to which it transfers the Confidential Information as set out herein); and
3. protect it using the same level of care (but no less than reasonable care) Recipient uses to protect its own confidential information.

1. Recipient’s disclosure of such Confidential Information is limited to the minimum amount necessary to comply; and
2. to the extent permitted by law, the Recipient:

1. 1. gives the Discloser prior written notice of the Disclosure Order as soon as practicable;
   2. provides the Discloser with a reasonable opportunity to make representations to the relevant authority to oppose the Disclosure Order; and
   3. reasonably cooperates with Discloser to oppose or limit the Disclosure Order or otherwise obtain the maximum possible continuing protection for such Confidential Information.

10.4 The parties acknowledge and agree that damages may be inadequate compensation in the event of a breach by Recipient of any confidentiality obligation, and, subject to the court’s discretion, the Discloser may restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or will constitute a breach.

10.5 The parties acknowledge and agree that damages may be inadequate compensation in the event of a breach by Recipient of any confidentiality obligation, and, subject to the court’s discretion, the Discloser may restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or will constitute a breach.

1. Retained for compliance purposes (including any accounting standard or the rules of any stock exchange) or as required by Applicable Laws; or
   
2. is contained in backups or other systems such that the information cannot be reasonably and practicably located and deleted.

1. in respect of any Confidential Information retained pursuant to clause 10.6 above, for as long as such information remains in the possession of Recipient; and
2. in respect of any Confidential Information constituting a trade secret, in perpetuity.

Customer acknowledges that NTT’s service obligations (if any) with respect to Customer Data are entirely dependent on the specific functions of the ordered Services (as set out in the relevant Service Description). To the extent applicable based on any Services to be provided under the Agreement, and subject to any more specific provisions set out in the Order (including the relevant Specific Terms), NTT will:

1. limit access to Customer Data to only authorized NTT personnel (including, as applicable, the personnel of any Affiliate or subcontractor of NTT) that need it to provision or support the Services;
2. permit authorized NTT personnel (including, as applicable, the personnel of any Affiliate or subcontractor of NTT) to access and use Customer Data only as necessary to carry out NTT’s obligations under the Agreement; and
3. with respect specifically to any:

1. 1. functions performed on such Customer Data by NTT (or any Affiliate or subcontractor of NTT) as a component or feature of the Services; or
   2. physical or virtual systems which store, transfer, or permit access to Customer Data and are subject to the management and control of NTT (or any Affiliate or subcontractor of NTT) as a component or feature of the Services;

maintain reasonable and appropriate technical and organizational measures designed to protect Customer Data from accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access.

Notwithstanding NTT’s obligations set out in this clause, Customer remains responsible for assessing the suitability of the Services for its business requirements and ensuring its proper use of the Services. Subject to any specific obligations that may apply to a particular Service (as set out in the relevant Order), Customer must, in connection with any functions performed by Customer, or any component or feature of the Service within its management or control, implement its own measures to maintain the appropriate security, protection, and backup of Customer Data, as determined by Customer based on its business needs and associated risks. Customer remains solely responsible for the content of Customer Data.

12. Personal Data.

Customer acknowledges and accepts, without the need for further notification or consent (unless required by Applicable Laws), that NTT may transfer (both locally and cross-border) and disclose Customer’s relationship management service ticketing, and other business administration data relating to Customer (‘Business Administration Data’) to NTT’s (and its Affiliates’) personnel, subcontractors, and third-party service providers that have a need-to-know such information for the purposes of servicing the accounts associated with Customer and otherwise administering the performance of the Agreement. NTT will process and maintain such Business Administration Data and other business administration data, including any Personal Data contained therein, in accordance with its Privacy Statement and with Applicable Laws, provided that Customer remains solely responsible for obtaining any individual consents or authorizations that may be required in connection with the contemplated processing activities set out in this clause 12 (Personal Data). To the extent NTT’s provision of any Services under the Agreement contemplates the processing of Personal Data on behalf of Customer, the parties will be bound by the DPA at the link below and comments herein, which will be deemed to be entered into by the Effective Date (as described below) of this Order: https://services.global.ntt/en- us/legal/data-privacy-and-protection, go to Global DPA.

Attachment A. Contact information of the data protection office of NTT is: NTT Cloud Communications, 32 rue Guersant, 75017 Paris, France. Attn: Group Compliance Manager and Data Protection Officer, privacyoffice@global.ntt Tel.: +33 1 44 65 25 00

Attachment B Sensitive Data is not transferred.

13. Compliance with Laws

13.1 General Compliance. Each party warrants that it will comply with Applicable Laws in connection with its performance under the Agreement, including those relating to export controls, economic sanctions, customs, and restrictions on international trade and investment (“Trade Compliance Laws”); and prevention of bribery or corruption (“ABAC Laws”).

13.2 Trade Compliance. Without limiting the generality of the obligations set out in clause 13.1 (General Compliance) above, Customer agrees to comply with NTT’s then-current Customer Trade Compliance Terms, the breach of which by Customer will be a material breach of the Agreement.

13.3 Customer will have the sole responsibility for obtaining any permit, license, exemption, or other government authorization, including any export or re-export authorization, required under any Trade Compliance Laws for the provision of any Service by NTT to Customer (or any Affiliate of Customer) pursuant to the Agreement.

13.4 Disclaimer. NTT assumes no responsibility for and will not be liable for any costs incurred or loss resulting from, Customer’s violation of Applicable Laws in connection with Customer’s performance of the Agreement, including Customer’s failure to obtain any permit, license, exemption, or other government authorization pursuant to clause 13.3 above. Without limiting any other suspension or termination rights reserved by NTT under the Agreement, in the event NTT is prevented from timely performing any obligation as a result of the denial, delay, cancellation, withdrawal, or non-renewal of any permit, license, exemption, or other government authorization required for NTT’s performance under any Applicable Laws, NTT’s failure to perform will be excused for as long as Customer’s non-compliance persists, plus a reasonable period of time for NTT, in its sole discretion, to account for any resulting impacts to delivery or provisioning estimates or milestones for the impacted Services. NTT may, following any period of excused performance under this clause 13.4(Disclaimer), condition the resumption of its performance on Customer’s written certification of compliance or production of supporting documentation, as requested by NTT.

14. Insurance

Each party will take out and maintain at its own expense adequate insurance cover with a reputable insurer, in respect of its risks under the Agreement, and will, on reasonable written request, provide evidence of such insurance to the other party.

15. Indemnities

15.1NTT indemnity. NTT will defend and indemnify Customer (and its directors, officers, and employees) from and against all third-party claims alleging that Customer’s authorized use of any NTT Material infringes the Intellectual Property Rights of such third-party. NTT will have no obligation under this clause for any infringement arising from:

1. the combination of any NTT Material with other products not supplied or specifically approved by NTT;
2. an act or omission of or attributable to the Customer, such as (without limitation) the use of a non-current release of any NTT Material as provided or instructed by NTT;
3. the modification of any NTT Material by any party other than NTT (unless approved expressly by NTT);
4. the use of any free and open source software;
5. possession or use of NTT Material (or any part thereof) by Customer (or its Users) other than in accordance with the terms of its license and instructions, as set out in the Agreement;
6. any Customer Material or, without limiting the generality of the foregoing, the content of Customer Data or other information, data, software, or material transmitted by or through Customer; and
7. the failure to use replacement items or resources provided to Customer by NTT to avoid infringement or misappropriation.

The indemnification obligation set out in this clause (and further qualified by clauses 15.4 and 15.5 below) represents NTT’s entire liability and Customer’s sole remedy for any covered third-party claim of infringement related to the NTT Material.

1. obtain for Customer a license for the continued use of the infringing material;
2. replace the infringing material with non-infringing material that is substantially equivalent in functionality;
3. repair or make those modifications to the infringing material that may be necessary to remove the alleged infringement; or
4. if there is no way of remedying the infringement, terminate the impacted Services, in whole or in part, with termination effective on written notice to Customer, and Customer will be entitled to a pro-rata refund of any part of the Charges it has pre-paid for the impacted Services intended to be supplied after the effective date of termination and will no longer be delivered as a result of termination.

1. Customer Material transmitted, stored, or used by, through, or on behalf of Customer in connection with any Services; and
2. breach by Customer (or its Users) of clause 4 (Restriction of Use) above.

15.4 Indemnification Procedures. A party seeking indemnity under either clause 15.1 or clause 15.3 must provide the indemnifying party with prompt notice of the claim; reasonably mitigate its losses in connection with the claim; give the indemnifying party sole control of the defense and settlement of the claim; and cooperate with the indemnifying party, at the indemnifying party’s expense, in defending or settling the claim.

15.5 Amounts Recoverable. The indemnification obligations set out in clauses 15.1 and 15.3 will be limited to the amount of all proved damages and expenses awarded by a court or finally agreed by the indemnifying party in a settlement of the claim (as applicable under the circumstances), in addition to the reasonable costs incurred for the indemnified party’s cooperation, as described in clause 15.4 above.

16. Limitation of Liability

16.1 Damages Exclusion and Liability Cap. To the fullest extent permitted by Applicable Laws (and subject to any specific exceptions set out in the Agreement), neither party will, in connection with any claim arising under or in relation to the Agreement, be liable (in contract, tort (delict), or otherwise) for any indirect, incidental, consequential, special, punitive, or exemplary damages; or for any loss of use, business interruption loss, loss or corruption of data, loss of anticipated or actual profits, revenue, income, or savings, or loss of goodwill, reputation, bargain, or business opportunities, each of which the parties agree are not direct damages in terms of the Agreement.

16.2 To the fullest extent permitted by Applicable Laws (and subject to any specific exceptions set out in the Agreement), NTT’s total aggregate liability to the other for all causes of action or claims (whether in contract, tort (delict), or otherwise) arising out of or related to the Agreement or a party’s performance under any Order shall not exceed the equivalent of six (6) times the monthly average of the sums invoiced to the Customer by NTT in respect of the Services that gave rise to the damage immediately preceding the event, act, or omission giving rise to the cause of action or claim. This is an overall limit and not a limit per incident.

16.3 Service Level Remedies. Notwithstanding anything to the contrary, if any unavailability, defect, impairment, or other fault in any Service is covered by a Service Level Agreement, Customer’s sole and exclusive remedies for such unavailability, defects, impairments, or faults will, to the maximum extent permitted by Applicable Laws, be limited to those stated in the applicable Service Level Agreement. Such remedies are in lieu of all other remedies.

17. Term and Termination

17.1 Term and Termination. This Agreement commences on the Effective Date and continues as set for in the Order unless either party gives the other no less than 30 days’ prior written notice of its intent to terminate and by paying any applicable fees, if any.

17.2 Each Order will have the initial term set out therein (“Order Initial Term”) and, will:

1. begin on the date of Service Activation; and
2. automatically extend on a month-to-month basis (each an “Order Renewal Term”) unless terminated by either party with no less than 30 days’ prior written notice upon expiration of the Order Initial Term or then-current Order Renewal Term (as applicable).

The Order Initial Term, any Order Renewal Terms and, to the extent applicable, any Transition-In Period or Transition-Out Period are collectively referred to as the “Order Term.”

17.3 In addition to any further termination rights set out in the relevant Order or applicable Specific Terms, either party may terminate an Order immediately upon delivery of written notice if the other party:

1. commits a material breach that cannot be remedied;
2. commits a material breach (including, for the avoidance of doubt, Customer’s failure to pay Charges when due) that can be remedied but fails to do so within 30 days after receiving prior written notice detailing the breach; or
3. becomes subject to an Insolvency Event.

For the avoidance of doubt, if the circumstances giving rise to the termination rights (as set out above) impact multiple Orders, the non-breaching party may terminate any and all affected Orders and, in the specific event of termination under clause (c) above, the Agreement in its entirety.

17.4 NTT may, without liability for any resulting loss, additionally terminate this Agreement in its entirety and cease delivery or provision of any ordered Services immediately and without notice if NTT reasonably determines that such delivery or performance would expose NTT (or any Affiliate of NTT) to any sanction, liability, prohibition, penalty, or restriction under any Trade Compliance Laws or ABAC Laws.

17.5 If an Order is terminated for any reason prior to the scheduled expiration of the Order Term (other than due to NTT’s material breach or NTT becoming subject to an Insolvency Event), the Customer must pay the applicable Early Termination Fees. NTT will calculate the Early Termination Fees and deliver a corresponding invoice to Customer, which Customer will pay in accordance with clause 16.8(b) below.

17.6 Upon termination of an Order for any reason:

1. NTT will cease providing the Services and Customer’s right to procure further access or use the Services under the Order will immediately stop;
2. all applicable Charges up to the date of termination and any applicable Early Termination Fees will become immediately due;
3. Customer will return any and all NTT Material (or, in the specific case of any Third-Party Services, Documentation or other materials related to such Third-Party Services) in its possession (as reasonably directed by NTT);
4. each party will return or destroy Personal Data as set out in the DPA (if applicable); and
5. unless otherwise set out more specifically in the Order or applicable Specific Terms (or otherwise agreed by the parties in writing as part of services to be performed during the Transition-Out Period), NTT will destroy any Customer Data stored on NTT managed or controlled systems or equipment in connection with the terminated Services (if applicable), except to the extent any Customer Data is also Personal Data, in which case clause 15.8(d) and the applicable terms of the DPA will take precedence.

17.7 In the event any Order is terminated by Customer due to NTT’s material breach or NTT becoming subject to an Insolvency Event, NTT will (to the extent applicable) promptly refund to Customer the portion of any pre-paid amounts corresponding to Services that were intended to be delivered after the effective date of termination and will no longer be delivered as a result of termination.

17.8 Survival. Unless otherwise stated herein, the termination of the Agreement (including any Order) will be without prejudice to the accrued rights and liabilities of the parties. The terms of the Agreement that are either stated to survive expiration or termination or contemplated by their nature or context to survive, will remain in full force and effect after the date of expiry or termination.

18. Suspension

18.1 In addition to any more specific suspension rights applicable to particular Services, as set out in the Specific Terms (including, for the avoidance of doubt, any rights reserved by NTT in connection with relevant maintenance procedures), and without prejudice to any other rights or remedies of NTT under the Agreement, NTT may, upon delivery of written notice, suspend the provision of Services if:

1. Customer fails to pay any past due Charges within 30 days after receiving prior written notice detailing the non- payment;
2. Customer commits any other material breach under the Agreement, including:
   1. in respect of Services, Customer’s failure to comply with the terms of an applicable fair use policy or similar limitations or restrictions on use (as set out more specifically in the Order or applicable Specific Terms);
3. it is necessary, in NTT’s reasonable opinion:
4. due to a health or safety risk to on-site personnel performing the Services at Customer’s premises (or any other location that is not under the management or control of NTT); or
   1. to prevent or mitigate a threat to the integrity or security of the Services or any NTT Material (including NTT equipment, networks, or systems), or any equipment, networks, or systems of any other NTT partner or Customer; or
   2. required by Applicable Laws or by order of a relevant regulator or law enforcement agency;

with such suspension lasting for as long as the applicable breach or condition giving rise to it continues, plus the reasonable amount of time required for re-activation after the same is addressed (“Suspension Period”).

18.2 NTT will not be liable for any loss or inconvenience suffered by Customer as a result of NTT rightfully exercising its suspension rights under the Agreement.

18.3 Charges will not be suspended during the Suspension Period.

18.4 NTT may charge Customer a reasonable re-activation fee in the event of a suspension under clause 18.1(a), 18.1(b), or 18.1(c), provided that Customer will not be charged a re-activation fee under clause 16.1(c) if it was not responsible for the risk or threat giving rise to the suspension.

18.5 NTT reserves the right to suspend Services as necessary to conduct scheduled or emergency maintenance, as such operations may be set out more particularly in the applicable Service Description. NTT will not be liable for any loss or inconvenience suffered by Customer as a result of NTT rightfully exercising its suspension rights under this clause and Charges will not be suspended during the maintenance period.

19. Modification or Discontinuance of Services Service

Delivery and Management Locations

19.1 Unless expressly agreed otherwise in this Agreement, NTT has the sole discretion to determine the service delivery and management locations, resources, and personnel it uses to provision any remotely delivered Services (“Remote Delivery Model”). NTT may modify any aspect of the Remote Delivery Model at any time, provided that such modification does not materially diminish the overall level of performance of the Services.

Service Enhancements and Modifications

1. add to or enhance the Services through the implementation of a new or updated feature or component (a “Service Enhancement”) and, if applicable, make a corresponding adjustment to the applicable Charges for the enhanced Services; and
2. modify, replace, or decommission any part, feature, or component of the Services (a “Service Modification”).

For any Service Enhancement resulting in a corresponding adjustment to the applicable Charges, NTT will deliver reasonable prior notice to Customer, which will specify (at a minimum) the effective date of such enhancement and the details of any corresponding adjustment to the associated Charges for the impacted Services.

Discontinuance of Services

1. give Customer no less than 6 months prior written notice of such discontinuance (with the stated or inferred date being referred to as the “Discontinuance Date”); and
2. use reasonable commercial efforts to offer a replacement service with a substantially similar purpose or function to Customer.

19.4 To the extent the discontinued Services are subject to any Transition-Out Period (or similar extension rights or options reserved by Customer), NTT’s obligation to provide the relevant Services beyond the Discontinuance Date due to any such transition commitments may, at NTT’s discretion, be subject to and contingent upon a modification to the applicable Charges for such Services. Any modification to the Charges pursuant to this clause will be effective from the Discontinuance Date and be determined by Customer’s proportionate share of any extended or increased costs to NTT to continue the provision of the discontinued Services for such period. For the avoidance of doubt, nothing in this clause requires NTT to provide any transition services that are not otherwise expressly agreed in the Agreement, nor extend any Services beyond the duration of any relevant Transition-Out Period (where applicable).

19.5 NTT will not be liable for any cost incurred or loss or inconvenience suffered by Customer due to NTT exercising the rights reserved under clauses 19.1 through 19.5 above. For the avoidance of doubt, in the event of any termination due to NTT’s discontinuance of Services, all Charges accrued up to the effective date of termination will still be owed by Customer as set out in the Agreement.

20. Force Majeure

20.1 Except for Customer’s payment obligations under any Order (which will not be subject to the terms set out in this clause 19 or otherwise afforded treatment under Force Majeure), neither party will be liable for any delay or failure to perform its obligations under the Agreement (including any Order) if such delay is due to Force Majeure. Without limiting the generality of the foregoing, NTT will be entitled to an equitable extension of time to deliver or perform its obligations if the delivery or performance of its suppliers or subcontractors is in any way delayed, hindered or otherwise affected by the COVID-19 pandemic (which, for the purposes of this clause, will additionally include any future variants or strains of COVID-19).

20.2 The affected party will provide prompt notice to the other party of any such Force Majeure.

20.3 If a delay or failure to perform a party's obligations is caused or anticipated due to Force Majeure, the performance of that party's obligations will be suspended until the Force Majeure has abated. Each party will continue to meet the obligations that are not affected by Force Majeure.

20.4 If a party cannot perform a material part of its obligations under any Order for more than 30 days because of Force Majeure, either party may terminate the impacted Order (or affected part thereof) without liability upon providing a written notice of termination to the other party.

1. Customer will pay all Charges accrued up to the date of termination; and
2. to the extent any Charges for the terminated Services were pre-paid, NTT will refund the portion of the pre- paid Charges covering the period following the termination date, provided that if NTT incurred any unrecoverable third-party costs for such undelivered Services prior to the date of termination, NTT may reduce the total amount refunded to Customer under this clause 20.5 by the corresponding amount of such costs.

21. General

21.1 Order of Precedence. Any inconsistency or conflict between the terms of the documents comprising the Agreement will be resolved as follows, with the terms listed first taking precedence over the latter: (a) the terms of the Order (other than the Specific Terms); (b) the applicable Specific Terms (if any); and (c) the terms of this Agreement.

21.2 Governing Law. The Agreement and any Dispute (defined below) or claim arising out of or in connection with it will be governed by, and construed in accordance with, the governing laws below, based on the Customer’s domicile, in all cases without regard to conflict of law principles. All disputes arising out of a Contract will be subject to the venue of the applicable duly authorised courts located in the applicable jurisdiction set forth below, and each Party consents to the jurisdiction of such venue. The application of the UN Convention on Contracts for International Sale of Goods is expressly excluded.

21.3 Dispute Resolution. Subject, in the case of payment disputes, to the more specific terms of clause 8.6 above, if a dispute arises out of or in connection with the Agreement (including any Order) (“Dispute”), the parties will first attempt to resolve it through good faith negotiation as set out in clause 21.3 below, provided nothing in this clause prevents a party from seeking interim or provisional relief concerning a Dispute, including a temporary restraining order or preliminary injunction.

21.4 A party may initiate Dispute negotiations by delivering to the other party a written notice describing the Dispute in sufficient detail, together with relevant supporting documents. Within 14 days of receipt of such notice (or such other time period agreed by the parties), two representatives from each party, including at least one senior executive from each (the “Committee”), will conduct a meeting to negotiate the Dispute in good faith. The Committee will determine its own procedures and any decision of the Committee will be binding on the parties. If the Committee is unable to resolve the Dispute within 14 days of their initial meeting, then either party may start, as applicable, the legal or alternative dispute resolution proceedings pursuant to clause 21.2 above.

21.5 Non-solicitation. Neither party may, during any Order Term and for the period of 6 calendar months after its termination or expiration, engage, recruit or employ (whether directly or indirectly) any employee of the other party who is or was at one time involved in the performance (in the case of NTT) or receipt (in the case of Customer) of the Services under such Order, unless such employee responds (without prompting from the hiring party or any representative acting on its behalf) to a general advertisement made in good faith for the purposes of recruitment and not merely to circumvent this clause.

21.6 Independent Contractors. Nothing in the Agreement will establish any partnership or joint venture between any of the parties or authorize any party to make or enter into any commitments for or on behalf of any other party, as agent or otherwise.

21.7 Consent to reference. Customer consents to NTT using Customer’s name, logos, and trademarks in NTT’s marketing activities, sales materials, press releases, public announcements and case studies.

21.8 Notices. Except for any NTT service delivery, operational, or similar notices to be provided to Customer in relation to any Services, which may be delivered as further set out in the Order or applicable Specific Terms, any notice required in connection with the Agreement must be in writing and will be deemed given when (a) delivered in person at the notice recipient physical address or via email to the notice recipient email address, (b) received by mail (postage prepaid, registered or certified mail, return receipt requested) at the notice recipient physical address, or (c) received by an internationally recognized courier service (proof of delivery received by the noticing party) at the notice recipient physical address.

21.9 Assignment and Delegation. Neither party may assign or otherwise transfer any of its rights or obligations under the Agreement (including any Order) without the consent of the other party, such consent not to be unreasonably withheld or delayed, except NTT may (a) assign or transfer the Agreement (including any or all Orders), upon delivery of prior written notice to Customer, as a result of a merger, consolidation, internal corporate restructuring, or sale of all or a portion of such party’s assets or business; and (b) delegate its obligations to perform any Services (or part thereof) to a subcontractor, provided that NTT will remain fully responsible for the delivery of such Services according to the terms of the applicable Order. The Agreement (including the relevant Orders) will be binding on and inure to the benefit of the parties’ respective successors and permitted assigns.

21.10 Amendment. Except where NTT expressly reserves the right to amend or update any descriptions or materials incorporated or otherwise referenced in the Agreement, as set out in the Order or applicable Specific Terms, no variation to the Agreement will be effective unless it is in writing and duly signed by the parties.

21.11 No waiver. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy will prevent or restrict the further exercise of that or any other right or remedy.

21.13 No Third-Party Rights. No one other than Customer and NTT has any rights under or in connection with the Agreement.

21.14 Severability. If any provision (or part thereof) of the Agreement is or becomes invalid, illegal, or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision (or part thereof) will be deemed deleted and the Agreement will be carried out as nearly as possible in accordance with its original terms and intent. Modification or deletion of any provision (or part thereof) under this clause will not affect the validity and enforceability of the rest of the Agreement.

21.14 Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements, communications, and understandings between them, whether written or oral, relating to the performance of the Services set out in the applicable Orders. No representation, undertaking or promise will be taken to have been given or to be implied from anything said or written in communications between the parties prior to the Effective Date, except as set out in the Agreement.

APPENDIX 2: SPECIFIC TERMS – CLOUD VOICE

2024. January 2024.

THE PRESENT SPECIFIC TERMS SHALL BE INCLUDED IN THE AGREEMENT AND SHALL DEFINE THE TERMS AND CONDITIONS APPLICABLE TO CLOUD VOICE SERVICES (THE “SERVICES”), AS SPECIFIED IN THE RELEVANT SERVICE ORDER FORM (“SOF”) AND/OR STATEMENT OF WORK (THE “SOW”) AND/OR SERVICE DESCRIPTION, AS MAY BE MODIFIED FROM TIME TO TIME. UNLESS OTHERWISE PROVIDED, CAPITALIZED TERMS SHALL HAVE THE DEFINITION PROVIDED IN THE MASTER SERVICES AGREEMENT

1. Scope of Services

These Specific Terms apply to Cloud Voice Services, which relies on Services Numbers and User Numbers, as fully defined and described in the relevant Service Description(s) and/or SOW and/or SOF.

1.1 Available Countries

Available Countries are listed in the Service Description.

Customer is aware that in certain Available Countries, Services may only be provided by Supplier acting on behalf and in the name of the relevant Supplier Affiliate, solely entitled and licensed to provide the Services.

1.2 Material Exclusions and Prohibitions

1.2.1 Customer shall comply with Applicable Laws, including telecommunication regulations, in particular when Customer decides to bring its own carrier or numbers (BYOC, BYON). Supplier disclaims any liability from Customer's and/or its carriers' failure to comply with the Applicable Laws, including any telecommunications regulations and related obligations, e.g., in relation to rights and obligations arising from an applicable licenses or routing of emergency calls.

1.2.2 Customer is prohibited to resell or distribute the Services or any licenses thereof.

1.2.3 Additional exclusions per Available Country are described further in the Service Description.

2. Routing of Emergency Calls

The following provisions shall apply and are mandatory for User Numbers only.

Customer acknowledges that in certain Available Countries, Services may be sold without emergency services feature.

2.1 General Rules

1. When available in the relevant Available Country, Supplier provides Emergency Call Services in accordance with the conditions set forth in the Agreement and as may be described in the applicable Service Description. Such provision of Emergency Call Services shall be subject to these Specific Terms at all times.
2. Customer agrees to respond to Supplier’s reasonable request according to applicable law or carrier’s request and accordingly shall provide Supplier with all the information necessary to enable the Emergency Call Services, including but not limited to the complete postal address of each User and the fixed location of the User’s terminal equipment. Customer authorizes Supplier to disclose it to third-party service providers, including without limitation, call routers, call centers, Emergency Service Centers and Public Service Answering Points (“PSAPs”), for the purpose of dispatching emergency services personnel to User location and/or subject to any additional specific country requirements. Where the Customer has a reasonable expectation, or has been informed, that the Service will be accessed by the User from multiple locations, the Customer must recommend that the User register the new address whenever accessing the Service from a new location and provide any such new address received from the User to the Supplier. Customer represents and warrants that the information provided about the User’s location as tied to the DID is and remain correct, accurate and complete (“Address Declared”).
   
3. Customer agrees and commits to provide Supplier written notice of any change of such Address Declared information in a timely manner in order to ensure the accuracy of the relevant Emergency Call Services database and shall be solely responsible for any consequence caused by failure or delay in providing or updating the information. Customer acknowledges that in case of modification of the User’s information, Supplier will modify the Address Declared as soon as possible in a timely manner from the request. The timeframe may depend on the relevant country. It is Customer’s sole responsibility to take into account this timeframe as, during this period, the Emergency Call Services will only be available for the concerned User number based on the previously provided Users information. It is Customer’s liability and responsibility to inform Users beforehand of this temporary unavailability.
4. Customer acknowledges that Supplier will not be able to accurately convey calls to the correct location of the caller, including Emergency Calls, if the information is not provided in accordance with this clause.
5. Subject to supplemental conditions relating to Dynamic or Nomadic rules, Customer recognizes and acknowledges that the Emergency Calls Services are limited to Users: (i) with a geographical address located in one of the Available Countries; (ii) with a DID corresponding to the national and local dialing plan of the country where the User is declared; and (iii) who are, when dialing to reach an Emergency Service Center, physically located at the Address Declared.
6. Customer understands and acknowledges that the use of Services from a location other than the Address Declared (“Nomadic Usage”) is possible but does not permit the accurate supply of Emergency Calls Services unless the Address Declared is updated to the address from which the Service is accessed. Customer shall therefore (i) inform its Users at the time of subscription about the non-availability of the Emergency Call Services in case of a Nomadic Usage of the Services; and (ii) clearly inform the Users at the time of subscription that each User must use another communication mean for reaching Emergency Service Centers when located at a different address than the Address Declared.
7. Should Users use the Service in a manner which does not comply with the above conditions, or the Customer not comply with its obligations under this section 2.1, Supplier shall not be held responsible for any consequences due to unavailable or inaccurate Emergency Calls routing, and Customer shall defend, indemnify and hold harmless Supplier, Supplier’s Affiliates, representatives and employees against any and all costs, claims, consequences and losses arising to Supplier due to losses, damages or other injuries (including personal injury or death) incurred by Users or any third parties arising from such Service use or Customer non-compliance.
8. Customer recognizes and agrees that when a User uses the Emergency Call Services, the Calling Line Identifier (“CLI”) is unconditionally displayed to the Emergency Services Center.
9. Customer is responsible to ensure that a valid CLI is provided within the SIP signaling of an emergency call, according to the specifications detailed in the Service Description of Cloud Voice Services, and that the CLI is a User Number provided by Supplier to the Customer as part of the Services, and that the required information for emergency services registration has been previously provided by Customer to Supplier. Customer acknowledges that the Services, including Emergency Call Services, may not function correctly or at all, (i) in case of occurrence of a Force Majeure event as defined by the applicable Agreement; (ii) in the event of absence of power, access to the Internet, network congestion or outage that is outside the control of Supplier, its suppliers or its network operators, misconfiguration of Customer’s network, equipment malfunction or other general failures associated with the Services or (iii) in the event of Emergency Services Center failure.
10. Customer agrees that Supplier, its suppliers and Supplier’s network operators shall not be held liable for any damages directly or indirectly resulting from situations or similar situations as mentioned in section 2.1(i). Neither Supplier nor its suppliers (or any of their respective Affiliates, directors, employees or agents) will be responsible or liable to Customer or any Users, or end-users for, and Customer will defend, indemnify and hold harmless Supplier, its Affiliates, representatives and employees, and suppliers from and against, any and all costs, claims, consequences and losses (including personal injury or death) arising out of or relating to a Customer’s, User’s, or an end-user’s: (a) failure to provide Supplier accurate and complete Address Declared or similar calling location data, or (b) use of the Emergency Services, except to the extent the losses are attributable to Supplier’s gross negligence.
11. CUSTOMER SHALL ENSURE USERS HAVE ACCESS TO A REGULAR TELEPHONE LINE ENABLING ROUTING OF EMERGENCY CALLS WHEN NOT PHYSICALLY LOCATED AT THE ADDRESS DECLARED. CUSTOMER SHALL BE RESPONSIBLE TO INFORM ANY USER OF THE LIMITATIONS OF THE EMERGENCY CALL SERVICES, AND SUGGEST AS A GOOD PRACTICE eg. TO OBTAIN FROM EACH USER WITH AN ACKNOWLEDGEMENT OF ANY EMERGENCY CALL SERVICES LIMITATION IN WRITING PRIOR TO USER’S FIRST USE OF THE SERVICES AND TO BRING TO USER ATTENTION WITH A MESSAGE SIMILAR TO THE FOLLOWINGS: “IMPORTANT – this service may have limitations with emergency services – you should always have an alternative connection available for this purpose. See details in the applicable Service Description”.

2.2 United States and Canada specific rules

1. Different routing solutions

1. 1. Customer understands and acknowledges that Supplier’s 911 Service capabilities are different than those offered by traditional providers of local telephone services. The Services are not intended to support Emergency Calling, and you should maintain an alternative means of Emergency Service Calling. Customer therefore agrees that the following limitations to the Emergency Call features of the Services apply: 

1. 1. 1. If the address of User is not validated due to errors (for example a post code that is not matching the street name), then the correction of these errors shall not be done in real -time. The Emergency Call Services may therefore not be correctly supplied when the correction is being made.
      2. If the primary method of routing of emergency calls is not available for the entire territories of United States or Canada, Supplier and its underlying suppliers shall utilize a second routing solution according to the applicable regulatory framework. Customer understands and agrees that the following limitations to Emergency Call Service features will apply in case the emergency call is routed via this second solution:

1. When the User places the Emergency Call, this may be routed to an Emergency Services Center, rather than to the Public Service Answering Point (“PSAP”) that would normally receive the emergency call placed from the User location.
2. The User’s physical location and CLI will not be presented to the Emergency Services Center.
3. If the User cannot speak, no information will be provided to the Emergency Services Center utilized to contact Supplier to obtain information that could allow them to dispatch emergency services to the User's location.

2. Differences with traditional 911 Emergency Services

1. 1. Cloud Voice is a VoIP telephony service. VoIP telephony services allow people to make or receive telephone calls over the Internet to or from the public switched telephone network. The nature of VoIP telephone calls, while appearing similar to traditional telephone calling services, creates unique limitations and circumstances, and Customer understands and agrees to the differences between traditional telephony service and VoIP telephony services. Customer also understands and agrees that VoIP telephone services may not provide the most timely or accurate location data if used for the Emergency Call Services, and there are certain circumstances under which the Emergency Call Services may not be available through VoIP telephony services or may be limited by comparison to traditional 911 service. Such circumstances include, but are not limited to, relocation of the User's IP-compatible Customer Premises Equipment (“CPE”) (i.e. laptop, PC, IP Phone, etc.), use by the User of a non- native telephone number, broadband connection failure, loss of electrical power, and delays that may occur in making an Address Declared available in or through the Automatic Location Information (“ALI”) database. Supplier will not be liable for such resulting errors or delays.
      
      
   2. Customer acknowledges and agrees that it is solely responsible for informing its Users of the differences between traditional telephony service and VoIP telephony services, including the lack of traditional 911 Emergency Services. Prior to establishing access to the Services for User, Customer must provide Users with a conspicuous notice as allowed by Applicable Law regarding the 911 service limitations. Additional details of those requirements can be found at https://www.fcc.gov/consumers/guides/voip-and-911-service If Customer or its Users are not comfortable with the limitations on VoIP 911 dialing, Customer and Users should have an alternative means of accessing traditional 911 services.
      
      
   3. Customer acknowledges and agree that if User experiences a power outage, Service outage or any other network disruption, Cloud Voice’s Emergency Calling features will not work. Outages of User’s electricity or problems with a User’s connectivity, including network congestion, will disrupt the Services and the User will not be able to use it for Emergency Calling. If User experiences a service outage due to a suspension of Customer’s or User’s account due to billing issues or for any other reason, User will not be able to use any Service calling features, including making Emergency Calls.

3. Placing 911 calls

When a 911 Emergency Call is made, Cloud Voice will attempt to automatically route the call to an Emergency Service Center, which will then route the call to a PSAP based on registered address information provided by Customer. The Emergency Service Center is different from the PSAP that would answer a traditional 911 call which has access to automatically generated user address information. Consequently, User may be required to provide the Username, address, and telephone number to the Emergency Service Center answering the User’s 911 call. Cloud Voice will attempt to automatically provide the Emergency Service Center dispatcher or other operator with the registered name, address and telephone number associated with the Customer account and associated phone number from which the call is made. However, for technical reasons, the dispatcher receiving the call may not be able to capture or retain User’s name, phone number, or physical location. Therefore, when making a 911 emergency call, User must immediately inform the dispatcher of his or her location (or the location of the emergency, if different). If the User is unable to speak, the dispatcher may not be able to locate the User if the location information associated with the Customer account and associated phone number is not up to date.

4. Disconnections

Users must not disconnect the 911 emergency call until told to do so by the dispatcher as the PSAP or Emergency Services Centers may not have the User’s number or contact information. If the User is inadvertently disconnected, the User must initiate a new call immediately.

5. Connection Time

For technical reasons, including network congestion, a 911 emergency call may produce a busy signal or may take longer to connect than a traditional 911 call.

6. Liability (United States and Canada only)

1. 1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER ACKNOWLEDGES AND AGREES THAT EXCEPT FOR ANY CLAIM, LOSS, FINE, PENALTY OR COST, DEATH, DAMAGE TO PERSONS OR PROPERTY CAUSED BY SUPPLIER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER SUPPLIER, ITS UNDERLYING CARRIER(S), THEIR RESPECTIVE OFFICERS OR EMPLOYEES NOR ANY OTHER THIRD PARTIES INVOLVED IN THE ROUTING, HANDLING, DELIVERY OF EMERGENCY CALL SERVICES OR ANSWERING OR RESPONDING TO EMERGENCY CALLS (the “INDEMNIFIED PARTIES”), MAY BE HELD LIABLE FOR ANY CLAIM, CAUSES OF ACTION, LOSS, FINE, PENALTY OR COST, DEATH, DAMAGE TO PERSONS OR PROPERTY (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO THE 911 SERVICES OR EMERGENCY CALL SERVICES.
   2. Customer shall defend, indemnify and hold harmless the Indemnified Parties from a claim or action of any third party (including any User) relating to (i) the absence, failure, outage of the equipment or the inability to connect to a PSAP or to the Emergency Services Center; (ii) the Internet connection and/or VoIP 911 dialing service or feature; (iii) the accuracy of the data provided by the User (including but not limited to the Address Declared, User address information, and Dispatchable Location) used to route the call to PSAP or Emergency Services Center; (iv) the inability of any User to access emergency service personnel; (v) the conduct of the PSAP or the Emergency Services Center and/or whether or how calls using VoIP 911 dialing are answered or addressed.

3. Service and fair Use Policy

Customer’s use of the Services is subject to limits and restrictions referred to and/or mentioned in the applicable Service Description.

4. Suspension

In addition to any other suspension right provided in the Agreement, if Customer fails to pay an undisputed invoice in accordance with the payment terms set out in the Agreement or the invoice (as relevant), Supplier is entitled to suspend or otherwise limit the access to the Services to dialing emergency calls and to receiving calls, during the period of non-payment by sending a written notice to Customer to remedy such breach.

Customer understands and agrees further that in the event Services are terminated pursuant to the Contract, Users will not be able to access Emergency Service Centers from the User’s DID and shall defend, indemnify and hold harmless Supplier from any claims, losses and consequences arising from such Service suspension (including third party claims from Users).

In addition, if the provision of a Service in any Available Country is found to violate any Applicable Laws or regulations or would result in any additional licensing requirements, Supplier may suspend or terminate such Service forthwith subject to written notice to Customer when the above situation occurs, including, without limitation, directed, notified, or instructed by a governmental authority to suspend or terminate the provision of the Services to Customer.

5. Claims and Liability

To the maximum extent permitted by Applicable Laws, and subject to clause Liability of the Agreement, Customer must bring any claim against Supplier related to the Services, within i) 12 months of the date of the event giving rise to the claim, ii) except for any action or dispute concerning invoices and Charges, which shall be brought within 30 days of the date of the event giving rise to the claim, which for this purpose will be interpreted as the date Customer receives the relevant invoice.

Customer shall defend, indemnify and hold harmless the Supplier, its Affiliates, directors, officers and employees and contractors against any third party claims, costs, judgments or other proceedings, obligations and expenses, including attorney fees, relating to Customer’s use, resale or modification of the Services.

6. Hardship Change of Services

Notwithstanding anything to the contrary otherwise contained in the Agreement Supplier reserves the right to change the terms and conditions and/or the Services to the extent required by law, rule or regulation or should any change make the performance of Supplier’s obligations uneconomic or otherwise excessively burdensome. In the event that any change to the terms and conditions of the Services has a material adverse effect on Customer, then Supplier and Customer shall negotiate and agree in good faith the necessary adjustments or modifications in order to preserve Supplier’s ability to perform its obligations. Should no agreement be reached within a reasonable period which shall not exceed thirty (30) days, Supplier shall have the right to terminate the Order by giving a sixty (60) day-written notice to Customer without any compensatory damages, liability or indemnity.

1. Subscription Service. Continuant Connect services which includes Continuant Managed services (“Coverage”) will be provided and licensed to Customer on a subscription basis in accordance with this SOW and the rates stated therein. Payment for Coverage is due annually in advance. Partner Services (“Services”) will be billed monthly and usage fees (“Usage Fees”) for Continuant Connect billed monthly in arrears and are due immediately upon receipt of invoice. Coverage, Services, and Usage may not be cancelled during the term of this SOW.

2. Exclusions.

Continuant Connect Service Exclusions. No 0+ or Operator Assisted Calling; May Not Support x11 Calling. The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls or calling card calls). The Service may not support 311, 511 and/or other x11 (other than certain specified dialing such as 911 and 411, which are provided for elsewhere in this Agreement) services in one or more (or all) service areas.

Continuant is not a telecommunications provider and will perform Connect Service on a best effort basis. Important distinctions exist between telecommunications service and the Connect Service offering that are provided under this SOW. The Service is subject to different regulatory treatment than telecommunications service. This treatment may limit or otherwise affect Customer rights of redress before regulatory agencies.

Continuant Coverage service does not include repair for damages, malfunctions, or performance characteristics caused by: (1) non-Continuant or Original Equipment Manufacturer (“OEM”) software or facilities; (2) use of non-Continuant or OEM furnished equipment, software, or facilities with the covered equipment; (3) use of equipment, software, or facilities not covered by Continuant’s Coverage; (4) Customer failure to follow Continuant’s installation, operation or maintenance instructions, including Customer’s failure to permit Continuant timely remote access to covered equipment; (5) failure or malfunction of equipment, software, or facilities not under Continuant’s Coverage; (6) actions of non-Continuant personnel; (7) power surge, outage, and/or electrical storm; (8) equipment misuse, abuse or mishandling; (9) force Majeure conditions as stated in the Agreement. Unless otherwise specified, Coverage does not include batteries, tapes, and/or other consumables.

3. Implementation. In the event the implementation of Services stated herein exceeds thirty (30) days due to Customer’s actions or inactions, or for incomplete or inaccurate information, implementation will be placed on hold. Customer will incur an “On-Hold Fee” equal to one month of recurring service charges or 5% of the contract value, whichever is greater. Customer is required to give ten (10) business days' notice of their desire and readiness to resume implementation. In the event implementation exceeds ninety (90) days due to Customer, the Customer will be charged for the remainder of the implementation fees and monthly service billing as stated in the SOW will commence immediately.

4. Term. Continuant Connect Service is offered as is determined in this SOW. The term begins on the date that Continuant activates Customer Connect Service and ends on the day before the anniversary date of Customer Term. Subsequent terms of this Agreement automatically renew on an annual basis unless Customer give us written notice of non-renewal at least thirty (30) days before the end of the term. Customer is purchasing the Service for full monthly terms, meaning that if Customer attempts to terminate Service prior to the end of a term, Customer will be responsible for the full month’s charges to the end of the then-current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will immediately become due and payable. Expiration of the term or termination of Service will not excuse Customer from paying all accrued and unpaid charges due under this Agreement.

5. Number Transfer on Service Termination. Upon the termination of Customer Service, we may, in our sole and absolute discretion, release to Customer new service provider the telephone number that Customer ported (transferred or moved over) to us from Customer previous service provider and used in connection with Customer Service if:

Such new service provider is able to accept such number;

Customer account has been properly terminated;

Customer account is completely current, including payment for all charges and applicable termination fees; and
Customer requests the transfer upon terminating Customer account.
Upon any termination or suspension, Continuant may immediately deactivate or delete Customer's account and all related information. In no event shall Continuant be liable to Customer or any third party for terminating or suspending Customer's use or access to the Services. If Customer or Continuant terminates or suspend Customer's right to use the Services, Customer shall not be entitled to any refund or proration of any pre-paid amounts, credits, or other amounts paid to Continuant prior to the termination or suspension.

6. Acknowledgements. Regulated communications services provided by TelAgility Corp/SIPPIO, in partnership with Continuant. The undersigned acknowledges that they have read, accepted, and agreed to the terms of service at http://www.telagility.biz/legal , and understands that all billing will begin upon license/service activation. TelAgility/SIPPIO shall pass through any additional service fees, billed to TelAgility/SIPPIO, or any additional service fees or pass through fees or surcharges billed to or assessed against TelAgility/SIPPIO by any other person, entity, TelAgility/SIPPIO or governmental agency as a result of the services provided hereunder, including, but not limited to, any costs or fees attributable to any USF fees or charges to the Customer. Customer shall be the sole and responsible Party for such pass-through fees and surcharges if and as applicable. Any additional fees not disclosed to Customer upon the date of signature, other than fees assessed by a governmental agency relating directly to Services provided to a Customer, must be approved by Customer. Approval will not be unreasonably withheld.

7. Carrier of Record. TelAgility shall be known as the Carrier of Record. As the Carrier of Record TelAgility shall be responsible for the collection of Customer invoices as appropriate (unless billing and collection services are assigned by TelAgility in its sole discretion), the application of municipal, State, Federal taxes, surcharges and regulatory assessments through its platform from all Customer invoices, and the corresponding reporting and remittance of such charges applied to Customer(s) invoices to the proper State and Federal governing bodies.
      
8. Emergency Calling Services.

8.1. Access to Emergency Calling Services. The Services provide access to emergency calling services in specific countries, allowing most Voice Service Customers to access Emergency Services (911 in the United States and Canada, 999/112 in the United Kingdom and throughout the European Union, 999/995/993 in Singapore, and any other applicable Emergency Services number). Customer’s access may differ depending on the Customer’s location or the device(s) the Customer is using, and it works differently than Customer may have experienced using traditional wireline or wireless telephones.

8.2. Emergency Service Availability Limitations. Customer acknowledges that the Emergency Services may not be available in the event of a power failure, fraudulent use, non-payment of Services, failure of Customer’s equipment, service outage, or network or Internet congestion or outage, and Customer accepts the responsibility of ensuring that it has alternate means to make emergency calls.

8.3. Notification of End Users or Other Users. Customer agrees to take appropriate action to ensure all End Users and other potential users of the Services have a clear understanding of the limitations of the emergency services calls.

9. Claiming Partner of Record. Customer acknowledges that Continuant will seek Claiming Partner of Record (CPOR) association to Microsoft Customer Tenant ID under the Microsoft Partner Incentives program, and that as part of the CPOR association, Continuant may receive monetary fees, commission, or compensation from Microsoft in connection with the services provided to Customer.

Updated: July 2025

• Tax Exempt Certificate (if applicable)
• Purchase Order (if applicable)
• Email billing contact and phone number
• Portal Access for posting invoices (if applicable)

• Invoices are dated the first day of the month for recurring charges and are generally sent within 10 days
• Two invoices may be sent:

• Continuant Connect Calling Plan (for your carrier), monthly only*

*If your carrier is NuWave, ,you will receive your invoice from a NuWave Email Contact. It is still a Continuant Invoice, due to Continuant but produced by NuWave.

• Continuant Connect Managed Services (if applicable) monthly or annually (per contract)
• Invoices include:
  • Prorated services (if services started before the billing month)
  • Service period of coverage
  • Total due for each coverage
  • Usage overage fees (if applicable)
  • Regulatory Service Fees
  • Sales Taxes

• If you have multiple locations, a Summary invoice for each type of service will be sent detailing each location along with all relevant charges.

• Continuant Connect Calling Plan: Due on receipt
• Continuant Connect Managed Services: Due net 30 days from Invoice Date unless otherwise stated in contract.

• ACH or EFT
• Check
• Remittance details are found at the bottom of each invoice.

• Invoicing, Purchase Orders, Client Billing Contact Changes:
  invoicingandcontractsupport@continuant.com
• Payment Remittance:
  ARemittances@continuant.com
• Payment Status, Past Due Invoices and Collections:
  accountsreceivable@continuant.com
• Phone: 800-652-9920

Summary for Accounting Departments

• Prepare required documents (tax certificate, PO, billing contact info) before service starts.
• Expect invoices at the start of each month, with details on charges and coverage.
• Review payment terms for each service type.
• Use the provided contacts for any questions or changes.