Terms and Conditions

§ 1 Parties and Scope

1.1 Parties. These Terms and Conditions (“Agreement”) are entered into between Phonewire, Inc., a Missouri S-Corporation with its principal place of business in O’Fallon, Illinois (“Company,” “we,” “us,” or “our”) and the business entity or sole proprietor acting in a commercial capacity that places an order, signs a service agreement, or uses Company’s services (“Customer,” “Client,” or “Buyer”).

1.2 Business Customers Only. Phonewire, Inc. sells products and services exclusively to businesses. By accepting these Terms, Customer represents and warrants that it is a business entity — including a corporation, limited liability company, partnership, or sole proprietor — purchasing products or services for commercial and not personal, family, or household use. Consumer protection statutes that apply exclusively to consumers purchasing for personal use do not apply to transactions governed by this Agreement.

1.3 Entire Agreement. This Agreement, together with any applicable Service Order, Statement of Work, Quote, or written service agreement executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No terms contained in any Customer purchase order, acknowledgment, or other Customer-originated document shall apply to or modify this Agreement unless expressly agreed to in a writing signed by an authorized officer of Company.

1.4 Acceptance. Customer accepts this Agreement by: (a) signing any agreement, service order, or quote that references these Terms; (b) submitting a purchase order or request for services; (c) making payment for any product or service; or (d) using any service provided by Company. Any of the foregoing constitutes binding acceptance of the entire Agreement.

1.5 Updates. Company reserves the right to update these Terms at any time. Updated Terms take effect immediately upon posting to phonewire.com/terms. Continued use of Company’s services after posting constitutes acceptance of the revised Terms. For active service agreements, material changes will be provided with thirty (30) days’ written notice.

§ 2 Definitions

The following capitalized terms have the meanings set forth below throughout this Agreement:

§ 3 Order Acceptance

3.1 Formation. No order for Equipment or Services is binding on Company until Company issues a written order confirmation, issues an invoice, or begins performance, whichever occurs first. Company may accept or reject any order in its sole discretion.

3.2 Customer Specifications. If Customer provides specifications, designs, or configurations, Customer represents and warrants that such specifications do not infringe any third-party intellectual property right and are technically accurate. Customer assumes full responsibility for any errors, omissions, or deficiencies in specifications it provides. Company shall not be liable for any Equipment or Services that fail to meet Customer’s needs if such failure results from inaccurate or incomplete Customer-provided specifications.

3.3 Order Changes. Changes to a confirmed order requested by Customer must be submitted in writing and are subject to Company’s written approval. Approved changes may result in adjustments to pricing, delivery timelines, and applicable fees. Changes that have already incurred costs — including special orders, custom configurations, or pre-staged Equipment — may not be cancellable without charge.

3.4 Custom Orders. Equipment ordered to Customer’s specifications (“Custom Equipment”) is non-cancellable and non-refundable once production or procurement has begun. Company may deliver between ninety percent (90%) and one hundred ten percent (110%) of the ordered quantity of Custom Equipment, and Customer agrees to accept and pay for actual quantities delivered within this range.

§ 4 Pricing and Taxes

4.1 Pricing. All prices are as stated in the applicable Service Order or quote and are valid for thirty (30) days from the date of issue unless otherwise stated. Company reserves the right to adjust pricing at any time for future orders. Price adjustments do not affect confirmed orders unless a material cost change results from Customer-requested modifications.

4.2 Price Increases for Services. For recurring Services, Company may adjust pricing upon sixty (60) days’ written notice. Customer’s continued use of Services after the effective date of a price adjustment constitutes acceptance of the new pricing. If Customer does not accept an adjustment, Customer may terminate the affected Services with written notice delivered before the adjustment effective date, subject to any applicable early termination fees.

4.3 Taxes. All prices are exclusive of applicable federal, state, and local taxes, duties, surcharges, fees, and assessments (“Taxes”). Customer is solely responsible for all Taxes applicable to its purchases. Company will collect and remit Taxes as required by applicable law and will include applicable Taxes on Customer’s invoice. If Customer claims a tax exemption, Customer must provide a valid exemption certificate prior to invoicing. Company is not responsible for Taxes arising from Customer’s failure to timely provide valid exemption documentation.

4.4 Regulatory Fees. Certain Services are subject to federal and state regulatory fees, universal service fund contributions, and similar charges that Company is required to collect. These charges are in addition to stated service prices and are reflected on Customer’s invoice.

§ 5 Payment Terms

5.1 Invoice Terms. Unless otherwise specified in a Service Order, invoices for Equipment are due upon receipt; invoices for Services are due within thirty (30) days of the invoice date (“Net 30”). All amounts are payable in U.S. dollars.

5.2 Recurring Service Billing. Monthly recurring charges for Services are billed in advance at the beginning of each service period. Non-recurring charges are billed at the time of order confirmation or upon completion of the applicable work, as specified in the Service Order.

5.3 Late Payment. Amounts not paid by the due date are subject to a late payment fee of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted by applicable Missouri law, whichever is less, compounded monthly, from the due date until paid. Company may also assess a returned payment fee of fifty dollars ($50.00) for any check or electronic payment returned for insufficient funds.

5.4 Suspension for Non-Payment. If any invoice is more than fifteen (15) days past due, Company may, without notice and without liability, suspend Services until all past-due amounts plus applicable late fees are paid in full. Suspension of Services does not relieve Customer of its payment obligations and does not constitute termination of this Agreement.

5.5 Disputed Invoices. If Customer disputes any portion of an invoice in good faith, Customer must: (a) pay all undisputed amounts by the due date; (b) notify Company in writing of the specific amounts disputed and the basis for the dispute within fifteen (15) days of the invoice date. Failure to timely dispute an invoice constitutes Customer’s irrevocable acceptance of all amounts billed. Company will not suspend Services solely for disputed amounts while a dispute is pending resolution in good faith, provided undisputed amounts are paid timely.

5.6 Collection Costs. Customer agrees to pay all reasonable costs of collection, including reasonable attorneys’ fees, incurred by Company in collecting any amounts owed under this Agreement.

5.7 Prepayment. Company may require prepayment or a security deposit as a condition of providing Services or Equipment, including at any time if Customer’s credit standing changes materially. Prepaid amounts are non-refundable except as expressly provided in this Agreement.

§ 6 Returns and Cancellation

6.1 Equipment Returns. New, uninstalled, unopened Equipment in original manufacturer packaging may be returned within ten (10) calendar days of the delivery date, subject to the following conditions:

• Customer must obtain a Return Merchandise Authorization (“RMA”) from Company prior to returning any Equipment. Unauthorized returns will not be accepted.
• Equipment must be in original, undamaged, unused condition with all original packaging, manuals, and accessories.
• A restocking fee of twenty-five percent (25%) of the purchase price will apply to all accepted returns, unless the return is due to a defect covered under warranty.
• Shipping costs for returned Equipment — including original outbound shipping, return shipping, and any re-delivery costs — are the sole responsibility of Customer and are non-refundable.
• Installation, configuration, pre-programming, licensing activation, and similar non-refundable charges are excluded from any refund.

6.2 Non-Returnable Items. The following are non-returnable and non-refundable under any circumstances:

• Custom Equipment or Equipment ordered to Customer specifications
• Equipment that has been installed, configured, programmed, registered, or activated
• Software licenses, license keys, or digital downloads once delivered
• Prepaid subscriptions, prepaid support packages, or prepaid service fees
• Equipment returned more than ten (10) calendar days after delivery
• Equipment showing signs of use, damage, modification, or missing components

6.3 Approved Refunds. Approved refunds will be issued within thirty (30) days of Company’s receipt and inspection of returned Equipment, less the restocking fee and any applicable deductions. Refunds are issued in the same form as the original payment. Any rebates, promotional discounts, or allowances applied to the original transaction will be deducted from any refund.

6.4 Service Cancellation. Customer may cancel Services subject to the following:

• Month-to-Month Services: Cancellable upon thirty (30) days’ written notice. Customer is responsible for all charges through the end of the final service period.
• Term-Commitment Services: If a Service Order specifies a minimum service term and Customer cancels prior to the end of that term without cause (as defined in § 12.3), an early termination fee (“ETF”) equal to seventy-five percent (75%) of the remaining monthly recurring charges through the end of the committed term will be due and payable immediately upon termination.
• Cancellation Notice: All cancellations must be submitted in writing to [email protected] or by certified mail. Verbal cancellations are not effective.

§ 7 Equipment Delivery and Acceptance

7.1 Delivery. Unless otherwise specified, Equipment is shipped FOB Origin (Company’s shipping location), meaning title and risk of loss transfer to Customer upon Company’s delivery of Equipment to the carrier. Customer is responsible for all freight, insurance, and shipping costs unless otherwise stated in the Service Order.

7.2 Delivery Estimates. Delivery dates provided by Company are estimates only and are not guarantees. Company is not liable for delays in delivery caused by carrier delays, manufacturer lead times, customs, force majeure events, or other circumstances beyond Company’s reasonable control. Time is not of the essence with respect to delivery unless expressly agreed to in writing.

7.3 Inspection and Acceptance. Customer must inspect all Equipment promptly upon delivery. Customer must notify Company in writing of any visible damage, shortage, or non-conformance within five (5) business days of delivery. Failure to provide timely notice constitutes Customer’s irrevocable acceptance of the Equipment as received. Claims for concealed damage or defects discoverable upon reasonable inspection that are not raised within this period are waived.

7.4 Shipping Damage. Claims for damage that occurred during shipping must be made to the carrier within the carrier’s applicable claim window, and Customer must retain all original packaging for inspection. Company will reasonably assist Customer in filing carrier claims but is not responsible for carrier losses or damage once Equipment has been accepted by the carrier.

§ 8 Limited Warranty — Equipment

8.1 Pass-Through Warranty. Company passes through to Customer, to the extent transferable and to the extent Company receives them from the manufacturer, any warranties provided by the original manufacturer of Equipment. The duration, scope, and coverage of any such warranty is determined solely by the manufacturer. Company makes no independent warranty on Equipment beyond what the manufacturer provides.

8.2 Warranty Claims. To pursue a warranty claim, Customer must: (a) contact Company to determine applicable warranty coverage and process; (b) obtain an RMA if return is required; and (c) return the Equipment freight prepaid in appropriate packaging. Company will, in its sole discretion, repair, replace, or facilitate replacement through the manufacturer, as warranted. Replacement Equipment may be new or refurbished. Repair or replacement is Customer’s exclusive remedy for warranty claims.

8.3 Warranty Exclusions. All warranties, manufacturer or otherwise, are void as to Equipment that has been: (a) modified, altered, or repaired by anyone other than Company or an authorized manufacturer service provider; (b) subjected to misuse, abuse, neglect, accident, or improper installation; (c) operated outside its specifications, ratings, or environmental requirements; (d) damaged by unauthorized software or firmware; or (e) damaged by acts outside Company’s control including power surges, flooding, or other casualty events.

8.4 No Other Equipment Warranty. EXCEPT AS SET FORTH IN § 8.1 WITH RESPECT TO MANUFACTURER WARRANTIES, COMPANY MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO EQUIPMENT, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THIS DISCLAIMER IS A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES.

§ 9 Services and Subscriptions

9.1 Service Description. The specific Services, features, pricing, and term applicable to Customer are set forth in the applicable Service Order. In the event of any conflict between a Service Order and these Terms, the Service Order controls with respect to the specific conflict.

9.2 Service Availability. Company will use commercially reasonable efforts to provide Services with reasonable continuity and reliability. Company does not guarantee uninterrupted, error-free, or completely secure service. Scheduled maintenance, carrier outages, force majeure events, and circumstances beyond Company’s reasonable control may result in service interruptions. Company is not liable for service interruptions except as may be expressly set forth in a separate Service Level Agreement (“SLA”) signed by both parties.

9.3 Auto-Renewal. Unless a Service Order specifies otherwise, Services with a defined term will automatically renew for successive periods equal to the original term (or one year, whichever is shorter) at the then-current pricing unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Company will provide Customer with written notice of an upcoming auto-renewal at least sixty (60) days before the renewal date.

9.4 Service Changes. Company reserves the right to modify, update, or discontinue any Service or feature upon sixty (60) days’ written notice. If a modification materially and adversely affects Customer’s use of a Service, Customer may terminate the affected Service within thirty (30) days of the notice without an early termination fee.

9.5 Third-Party Services. Certain Services may depend on or integrate with third-party services, networks, or platforms (including without limitation SIP carriers, cloud providers, and equipment manufacturers). Company is not responsible for the performance, availability, or terms of any third-party services. Customer’s use of third-party components may be subject to additional terms and conditions imposed by those third parties.

9.6 Number Portability. Company will make commercially reasonable efforts to port Customer’s telephone numbers in accordance with applicable FCC rules and regulations. Porting timelines depend on losing carriers, are outside Company’s control, and Company makes no guarantee as to porting completion dates. Customer is responsible for maintaining active service with its current carrier until porting is complete. Numbers are subject to portability based on regulatory requirements and carrier cooperation.

9.7 Service Address. Services are provisioned to the service address specified in the Service Order. Customer must notify Company in writing at least thirty (30) days before any service address change. Failure to notify Company of a move may result in suspension of Services and does not relieve Customer of payment obligations. Additional charges may apply to service relocations.

§ 10 E911 and Emergency Calling

10.1 E911 Limitations. VoIP and cloud-hosted telephone services may have limitations with respect to emergency (911) calling that differ from traditional wireline telephone service. Specifically:

• E911 service depends on Customer registering and maintaining an accurate registered address (also known as a “Registered Location”) with Company. Calls to 911 may route to the registered address, not the location from which the call is physically made.
• E911 service may not function during a power outage or internet service interruption unless Customer has implemented backup power for all relevant equipment.
• E911 service may not function correctly if Equipment is moved to a different address without Customer updating its Registered Location.
• Mobile or softphone applications using Company’s Services may not transmit accurate location information to emergency services.
• Company’s E911 service may route calls through a national Emergency Call Center before reaching the appropriate Public Safety Answering Point (“PSAP”), which may result in additional transfer time.

10.2 Customer Obligations. Customer is solely responsible for:

• Registering and maintaining an accurate Registered Location for each telephone number or device capable of calling 911
• Notifying all users and occupants of Customer’s premises of E911 limitations, including by posting physical notices in prominent locations as required by applicable law
• Maintaining backup power (e.g., UPS devices) and backup communications (e.g., traditional landline or cellular service) to ensure emergency calling capability during power or internet outages
• Complying with all applicable E911 requirements under federal and state law, including the Kari’s Law Act (47 U.S.C. § 1471) and RAY BAUM’S Act

10.3 E911 Disclaimer and Liability Waiver.

§ 11 Network Use and Acceptable Use Policy

11.1 Permitted Use. Services are provided solely for Customer’s legitimate internal business communications use. Customer may not resell, remarket, or make Services available to third parties as a commercial offering without Company’s prior written consent.

11.2 Prohibited Use. Customer shall not use Services to:

• Violate any applicable law, regulation, or order
• Send unsolicited commercial messages in violation of the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, or any applicable anti-spam or robocall regulation
• Engage in call spoofing, caller ID fraud, or any other fraudulent communication practice in violation of the Truth in Caller ID Act or applicable FCC rules
• Transmit unlawful, defamatory, harassing, abusive, threatening, or obscene content
• Engage in traffic pumping, access stimulation, or any scheme designed to generate or inflate call traffic for financial gain
• Transmit malware, viruses, or harmful code
• Interfere with or disrupt Company’s network, infrastructure, or any third-party network
• Use autodialing, robocalling, or predictive dialing technology in violation of the TCPA or applicable FCC regulations
• Use an abnormally high volume of calls in a manner inconsistent with normal business use and designed to exploit unlimited calling plans

11.3 Customer Responsibility for Users. Customer is responsible for all use of Services by Customer’s employees, contractors, agents, and authorized users. Customer is responsible for ensuring that all users comply with this Agreement and all applicable laws. Customer shall promptly notify Company of any unauthorized use of Services.

11.4 TCPA Compliance. Customer represents and warrants that its use of any texting, messaging, or automated calling Services complies fully with the TCPA, applicable FCC regulations, and any applicable state laws governing telemarketing, automated calls, and text messages. Customer is solely responsible for obtaining any required consents and maintaining required records. Customer shall indemnify Company for any claims, fines, or penalties arising from Customer’s non-compliance.

11.5 Network Management. Company reserves the right to implement reasonable network management practices to maintain the quality and security of Services for all customers, including rate limiting, traffic shaping, and blocking of traffic patterns consistent with fraud, abuse, or illegal activity.

§ 12 Service Suspension and Termination

12.1 Suspension by Company. Company may suspend Services immediately, without notice and without liability, if:

• Any invoice is more than fifteen (15) days past due
• Customer breaches the Acceptable Use Policy in § 11
• Company reasonably determines that Customer’s use of Services poses a risk to Company’s network, other customers, or third parties
• Company is required to do so by applicable law, regulation, or order of a governmental authority
• Customer files for bankruptcy, makes a general assignment for the benefit of creditors, or becomes subject to insolvency proceedings

12.2 Termination by Company for Cause. Company may terminate this Agreement or any Service Order immediately upon written notice if:

• Customer materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice specifying the breach in reasonable detail
• Customer breaches § 11 (Acceptable Use) in a manner that causes or is likely to cause material harm
• Customer provides false or fraudulent information to Company in connection with any order or account
• Payment default constitutes “cause” under § 5.4 and Customer fails to cure within the applicable cure period

12.3 Termination by Customer for Cause. Customer may terminate any Service Order for cause if Company materially breaches this Agreement with respect to that Service Order and fails to cure such breach within thirty (30) days after written notice from Customer specifying the breach in reasonable detail. Termination for cause is Customer’s exclusive remedy for Company’s material breach, subject to the limitations in Part IV.

12.4 Effect of Termination. Upon any termination or expiration: (a) Customer’s access to Services will cease; (b) all amounts owed by Customer become immediately due and payable; (c) any applicable ETF becomes immediately due; (d) Customer must return any Company-owned Equipment within ten (10) business days or pay the current replacement cost; and (e) each party must return or destroy the other’s Confidential Information. Sections that by their nature should survive termination do so, including without limitation §§ 5, 6, 8.4, 10.3, 13, 14, 15, 16, 17, 19, 20, and 21.

12.5 Number Portability upon Termination. Upon termination, Customer may port its telephone numbers away from Company subject to applicable FCC number portability rules, provided Customer is current on all payments at the time of the port request. Company will cooperate with a port-out request in accordance with FCC regulations.

§ 13 Intellectual Property

13.1 Company IP. All software, platforms, interfaces, documentation, configurations, code, trademarks, and other intellectual property used by Company to provide Services (“Company IP”) are and remain the exclusive property of Company or its licensors. This Agreement does not grant Customer any ownership interest in Company IP. Customer receives only a limited, non-exclusive, non-transferable, revocable license to use Company IP solely as necessary to use the Services during the term of this Agreement.

13.2 Customer Data. As between the parties, Customer owns all data, content, and information that Customer uploads, transmits, or stores through Company’s Services (“Customer Data”). Customer grants Company a limited license to process and use Customer Data solely to provide the Services. Company will not access, use, or disclose Customer Data except as necessary to provide Services, comply with applicable law, or respond to a lawful legal process.

13.3 Feedback. If Customer provides suggestions, ideas, or feedback to Company regarding Company’s products or services, Company may use such feedback without restriction or compensation to Customer.

13.4 No Reverse Engineering. Customer shall not reverse engineer, decompile, disassemble, or attempt to derive source code from any software or system used to provide the Services.

§ 14 Confidentiality and Data

14.1 Confidentiality Obligations. Each party agrees to hold the other’s Confidential Information in confidence and not to disclose it to any third party without the other party’s prior written consent, except: (a) to employees, agents, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; (b) as required by applicable law, regulation, or court order (with prompt written notice to the other party to the extent legally permitted); or (c) to enforce this Agreement.

14.2 CPNI. Customer Proprietary Network Information (“CPNI”) is subject to the requirements of 47 U.S.C. § 222 and applicable FCC regulations. Company will protect CPNI in accordance with those requirements. Company may use CPNI to provide and improve Services and as otherwise permitted by law. By accepting these Terms, Customer authorizes Company to use CPNI to market Services to Customer that Company is authorized to provide.

14.3 No Sensitive Data. Customer shall not transmit, store, or use Company’s Services to process data subject to heightened regulatory requirements — including but not limited to Protected Health Information (“PHI”) under HIPAA, cardholder data under PCI DSS, or government-classified information — unless Customer and Company have entered into a separate written agreement (e.g., a Business Associate Agreement for PHI) expressly governing such data.

14.4 Security. Company will implement commercially reasonable technical and organizational security measures to protect Customer Data. However, no security system is impenetrable, and Company does not guarantee that its systems will be secure against all possible breaches. Company will notify Customer within a reasonable time of becoming aware of any confirmed breach of security involving Customer Data.

14.5 Data Retention. Company retains call detail records and service logs as required by applicable law and regulatory requirements. Upon termination, Customer may request export of its data within thirty (30) days; after that period, Company may delete Customer Data without further notice.

§ 15 Disclaimer of Warranties

The parties acknowledge that they are commercial entities of comparable sophistication and that the allocation of risk in this Agreement, including these warranty disclaimers, reflects a reasonable commercial bargain negotiated at arm’s length.

§ 16 Limitation of Liability

16.1 Exclusion of Consequential Damages.

16.2 Cap on Liability.

16.3 Basis of Bargain. The parties acknowledge that the limitations of liability set forth in this Section 16 reflect a reasonable and mutually agreed allocation of commercial risk, constitute an essential element of the basis of the bargain between the parties, and that Company would not have entered into this Agreement without these limitations. The parties further acknowledge that the pricing reflects and is conditioned upon these limitations.

16.4 Essential Remedy. If any remedy provided in this Agreement fails of its essential purpose, the limitations of liability and disclaimers of warranties in this Agreement shall nonetheless continue to apply to the fullest extent permitted by law.

§ 17 Indemnification

17.1 Customer Indemnification of Company. Customer shall defend, indemnify, and hold harmless Company and its officers, directors, shareholders, employees, agents, successors, and assigns (collectively, “Company Indemnitees”) from and against any and all claims, actions, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Customer’s breach of any representation, warranty, or obligation in this Agreement
• Customer’s violation of any applicable law, including without limitation the TCPA, CAN-SPAM Act, Truth in Caller ID Act, HIPAA, PCI DSS, or any applicable privacy law
• Any claim by a third party arising from Customer’s use of Services, including claims arising from Customer’s communications, data, or content transmitted through Company’s Services
• Customer’s failure to comply with E911 obligations in § 10
• Customer’s violation of the Acceptable Use Policy in § 11
• Any claim arising from Customer-provided specifications that infringe a third party’s intellectual property rights

17.2 Indemnification Procedure. The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) give the indemnifying party reasonable control over the defense and settlement of the claim; and (c) provide reasonable assistance to the indemnifying party at the indemnifying party’s expense. The indemnifying party shall not settle any claim in a manner that imposes any obligation, restriction, or liability on the indemnified party without the indemnified party’s prior written consent.

§ 18 Force Majeure

18.1 Force Majeure Events. Neither party shall be in default or liable for any delay or failure in performance (other than payment obligations) to the extent that such delay or failure is caused by circumstances beyond the affected party’s reasonable control, including without limitation: acts of God, natural disasters, pandemic, epidemic, fire, flood, earthquake, war, terrorism, civil unrest, government action or inaction, regulatory changes, network or internet infrastructure failures, carrier outages, labor disputes, supply chain disruptions, or failure of third-party service providers (“Force Majeure Event”).

18.2 Notice and Mitigation. The affected party must promptly notify the other party in writing of a Force Majeure Event and use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable. If a Force Majeure Event affecting Company’s performance continues for more than sixty (60) days, either party may terminate the affected Services without liability by providing written notice, subject to Customer’s obligation to pay for Services received prior to termination.

§ 19 Dispute Resolution and Arbitration

19.1 Informal Resolution. Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate informal resolution by providing written notice to the other describing the dispute in reasonable detail. The parties will have thirty (30) days from such notice to attempt good-faith resolution. If the dispute is not resolved within that period, either party may proceed to arbitration as provided herein.

19.2 Mandatory Arbitration.

19.3 Arbitration Costs. The cost of arbitration shall be allocated in accordance with AAA Commercial Arbitration Rules. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and arbitration costs from the non-prevailing party.

19.4 Exceptions. Notwithstanding § 19.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction without first exhausting the informal resolution process in § 19.1, where necessary to prevent irreparable harm or preserve the status quo. Either party may also pursue collection of undisputed past-due amounts through appropriate legal action without arbitration.

19.5 No Class Actions.

19.6 Statute of Limitations. Any claim or cause of action arising from or relating to this Agreement must be brought within two (2) years after the date on which the claiming party first knew or should have known of the facts giving rise to the claim, regardless of the applicable statute of limitations. Claims not brought within this period are permanently barred.

§ 20 Governing Law and Venue

20.1 Governing Law. This Agreement and all transactions, disputes, and claims arising hereunder are governed by the laws of the State of Missouri, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

20.2 Venue. For any matters not subject to arbitration under § 19 (including injunctive relief and collection actions), the parties consent to the exclusive jurisdiction and venue of the state courts of St. Louis County, Missouri, or the United States District Court for the Eastern District of Missouri. Each party waives any objection to personal jurisdiction or venue in these courts.

20.3 Missouri UCC. To the extent that any transaction under this Agreement involves the sale of goods, it is governed by Article 2 of the Uniform Commercial Code as adopted in Missouri. Warranty disclaimers and limitations of liability herein are intended to be effective under applicable UCC provisions.

§ 21 General Provisions

21.1 Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from this Agreement, without affecting the validity or enforceability of the remaining provisions. The parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the original intent of the severed provision.

21.2 Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. A waiver of any specific breach or default does not constitute a waiver of any other breach or default, whether of the same or different kind. All waivers must be in writing signed by the waiving party to be effective.

21.3 Amendment. This Agreement may not be modified, amended, or supplemented except by a writing signed by authorized representatives of both parties, except that Company may update these Terms as provided in § 1.5 and may update pricing as provided in § 4.2.

21.4 Assignment. Customer may not assign, transfer, delegate, or sublicense this Agreement or any of its rights or obligations hereunder — in whole or in part, voluntarily or by operation of law — without Company’s prior written consent, which may not be unreasonably withheld. Company may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this provision is null and void. This Agreement is binding on and inures to the benefit of the parties and their respective permitted successors and assigns.

21.5 No Third-Party Beneficiaries. This Agreement is made solely for the benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.

21.6 Notices. All notices required or permitted under this Agreement must be in writing and will be deemed effective when: (a) delivered personally; (b) sent by nationally recognized overnight courier; (c) sent by certified mail, return receipt requested, postage prepaid; or (d) sent by email to the address specified in the applicable Service Order, with confirmation of receipt. Notices to Company must be sent to: Phonewire, Inc., 1111 S Lincoln Ave, Suite 652, O’Fallon, IL 62269, Attn: Legal, or by email to [email protected].

21.7 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other’s behalf.

21.8 Electronic Signatures and Records. The parties agree that electronic signatures — including signatures executed through DocuSign or similar platforms, or acceptance by checkbox, click-through, or other electronic means — are valid, binding, and enforceable to the same extent as original ink signatures. The parties also agree to conduct transactions, communications, and recordkeeping electronically to the extent permitted by the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.

21.9 Counterparts. This Agreement and any Service Order may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Electronic delivery of an executed counterpart is as effective as physical delivery.

21.10 Headings. Section headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.

21.11 Entire Agreement. This Agreement, together with all applicable Service Orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings of any kind, whether oral or written. Customer acknowledges that it has not relied on any representation or promise by Company that is not expressly contained in this Agreement.

21.12 Website Information. Information and content provided on Company’s website is for general informational purposes only. Company does not warrant the accuracy, completeness, or currency of any information on its website. Website information is subject to change without notice and does not constitute a binding offer or warranty by Company.

21.13 Export Controls. Customer agrees to comply with all applicable U.S. export control laws and regulations, including the Export Administration Regulations (15 C.F.R. Part 730 et seq.) and the International Traffic in Arms Regulations. Customer shall not export, re-export, transfer, or provide Equipment or Services to any country, entity, or person on any applicable U.S. government restricted party list, or in any manner that would violate applicable export control laws.