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 St. Louis, Missouri (“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. Pre-contractual Communications, including without limitation email, SMS, voice, website chat, and AI Tool output, are governed by § 22 and do not constitute order acceptance regardless of the language used.

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. Prices stated in any Communication other than a written quote or Service Order — including without limitation prices stated in website chat, AI chatbot output, SMS, email, voice conversation, social media, or marketing material — are non-binding estimates only and are governed by § 22.

4.2 Price Adjustments for Recurring Services. For standard recurring Services, Company may adjust pricing upon advance written notice. The required notice period varies by the state in which Customer’s principal place of business is located, as follows:

• California, Colorado, New York, Maryland, and Virginia: Company will provide no fewer than thirty (30) days’ written notice prior to the effective date of any standard recurring price adjustment.
• All other states and jurisdictions: Company will provide no fewer than fifteen (15) days’ written notice prior to the effective date of any standard recurring price adjustment.

The notice periods in this § 4.2 apply to standard recurring pricing only. Adjustments to Promotional Pricing — including modification, reduction, or discontinuation of any discount or promotional credit — are governed exclusively by § 4.3 and are not subject to the notice periods set forth in this § 4.2. 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 Promotional Pricing and Discounts

4.3.1 Nature of Promotional Pricing. Company may, at its sole discretion, offer Promotional Pricing to Clients as a line-item reduction on invoices or Service Orders. Promotional Pricing is temporary, discretionary, and conditional. It does not represent a permanent modification to the standard rates applicable to the Services and does not constitute a contractual commitment to maintain such pricing for any specified duration. Unless a specific expiration date or guaranteed term is expressly stated in a signed Service Order, all Promotional Pricing is provided on an at-will basis from the date of first application and may be modified or discontinued by Company at any time in its discretion.

4.3.2 Continuation Conditions. Promotional Pricing is offered in consideration of Client’s continued, uninterrupted, and compliant use of Services at the volume and configuration existing at the time the Promotional Pricing was applied. Promotional Pricing is conditioned upon Client’s ongoing satisfaction of all of the following:

• (a) Payment of all invoices in full by the due date specified on each invoice;
• (b) Maintenance of all Services, licenses, seats, lines, and features at or above the volume active at the time the Promotional Pricing was first applied;
• (c) Absence of any notice of cancellation, request to cancel, or expression of intent to terminate all or any portion of the Services, whether submitted in writing, verbally, or through any other means;
• (d) No assignment, transfer, or change of ownership or control of Client’s business or the account, including any sale, merger, acquisition, or restructuring that results in a change in the beneficial owner of the account; and
• (e) Compliance with all terms and conditions of this Agreement.

Failure to satisfy any of the foregoing conditions constitutes grounds for immediate forfeiture of Promotional Pricing as provided in § 4.3.3.

4.3.4 Scheduled Modification of Promotional Pricing With Notice. In circumstances not involving a triggering event under § 4.3.3, Company may modify or discontinue Promotional Pricing upon advance written notice to Client as follows:

• (a) California, Colorado, New York, Maryland, and Virginia: Company will provide no fewer than thirty (30) days’ written notice prior to the effective date of any modification or discontinuation of Promotional Pricing.
• (b) All other states and jurisdictions: Company will provide no fewer than fifteen (15) days’ written notice prior to the effective date of any modification or discontinuation of Promotional Pricing.

Notice under this section will be delivered by email to the address on file for the account. It is Client’s responsibility to maintain a current and accurate email address with Company. Company’s obligation under this section is satisfied upon sending notice to the email address on file, regardless of whether such notice is received or read by Client.

4.3.5 Effect of Forfeiture or Discontinuation. Upon forfeiture or discontinuation of Promotional Pricing under § 4.3.3 or § 4.3.4, the rates applicable to the affected Services will revert to Company’s then-current standard rates for such Services, as reflected in the applicable Service Order or Company’s then-current published rate schedule. Client’s obligation to pay at the revised rate begins on the effective date of the forfeiture or modification. Company is not required to provide a credit, refund, or offset for any period during which Client paid standard rates following forfeiture of Promotional Pricing.

4.3.6 Reinstatement. The forfeiture, modification, or discontinuation of Promotional Pricing does not obligate Company to reinstate such pricing at any future time. Any reinstatement of Promotional Pricing, if offered, will be at Company’s sole discretion and will be subject to all conditions set forth in this § 4.3 as of the date of reinstatement.

4.3.7 Retention Offers. Nothing in this § 4.3 prohibits Company from, in its discretion, offering a Client alternative Promotional Pricing, a revised rate, or a retention incentive at any point before, during, or after a cancellation request. Any such offer, if accepted, will constitute new Promotional Pricing subject to all conditions of this § 4.3 as of the date of acceptance. The existence of this section does not require Company to make any retention offer.

4.4 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.

4.5 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 Pricing, 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.
• Effect on Promotional Pricing: Customer acknowledges that submission of a cancellation notice or any expression of intent to cancel all or any portion of the Services constitutes a triggering event under § 4.3.3 and may result in the immediate forfeiture of any Promotional Pricing applied to the account, subject to the California- and Colorado-specific provisions of § 4.3.3(b). Cancellation of Promotional Pricing does not itself constitute cancellation of the underlying Services; Customer remains responsible for payment at standard rates through the end of the applicable service period or notice period.

§ 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.

§ 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 (“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. Non-payment also constitutes a triggering event for forfeiture of Promotional Pricing as provided in § 4.3.3(a), which may take effect independently of and in addition to any suspension of Services under this section.
• 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, 21, and 22 (including §§ 22.1 through 22.13).

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.

All screenshots, images, and depictions of software applications appearing on the Company’s website and marketing materials are provided for general illustration only, do not form part of any contract, and are not a representation of the specific product the Customer will receive. The software application provided to the Customer may differ materially in appearance, features, and functionality depending on the specific product, plan, and configuration supplied. Software applications are developed and maintained by third-party manufacturers and may be changed, updated, or discontinued at any time without notice; accordingly, the images and descriptions appearing on the Company’s website may not reflect the current version of any software. To the fullest extent permitted by law, the Company makes no representation or warranty that any software or product delivered to the Customer will match the images, screenshots, or descriptions shown.

§ 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 § 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, may update standard pricing as provided in § 4.2, and may modify Promotional Pricing as provided in § 4.3.

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., 120 S Central Ave Ste 400, Saint Louis, MO 63105-1705, 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, Marketing, and Communication Content. Information and content provided on Company’s website, in marketing materials, in advertising, in product listings, and through any Communication (as defined in § 22) — including content generated by AI Tools — is for general informational purposes only. Company does not warrant the accuracy, completeness, or currency of any such content. All such content is subject to change without notice and does not constitute a binding offer, quote, warranty, or commitment by Company. The treatment of all Communications, including AI Tool output, is further governed by § 22.

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.

21.14 Limited Marketing License. By accepting this Agreement, Customer grants to Company a non-exclusive, royalty-free, worldwide license to use Customer’s trade name, company name, and logo (collectively, “Customer Marks”) for the sole purpose of identifying Customer as a Phonewire customer or showcasing work performed for Customer in Company’s marketing and promotional materials and activities, including without limitation: commercial and YouTube videos; display of Customer Marks in marketing materials, on Company’s websites, and in advertising; radio and podcast advertising; tutorial and demonstration videos; customer reference and portfolio lists; website photographs and imagery; press releases; written or video interviews; social media marketing posts and campaigns; case studies; and other promotional, advertising, and public relations purposes (collectively, “Permitted Marketing Uses”).

This license does not grant Company any ownership interest in Customer Marks, does not authorize Company to use Customer Marks in any manner that disparages Customer or materially misrepresents Customer’s relationship with Company, and does not restrict Customer’s ownership, use, or licensing of Customer Marks to any other party. If Customer provides Company with written trademark usage guidelines, Company will use Customer Marks in material conformance with those guidelines on a prospective basis. No compensation, royalty, or approval is owed by Company to Customer for any Permitted Marketing Use.

If Customer wishes to revoke this license with respect to future uses, Customer must submit written notice to [email protected]. Revocation is effective on a prospective basis only from the date of Company’s receipt of written notice; it does not require Company to remove or retract Customer Marks from materials already published, distributed, broadcast, aired, posted, or otherwise disseminated prior to receipt of written notice. Revocation of this license does not affect Customer’s payment obligations or any other obligations under this Agreement.

Installation photography, job site imagery, before-and-after photos, video footage, and other work documentation created by Company in the ordinary course of performing Services at Customer’s location are Company-created materials and do not require a separate license from Customer. Company’s use of such materials for Permitted Marketing Uses is authorized by this Agreement and is further described in Company’s Privacy Policy (phonewire.com/privacy-policy). This § 21.14 survives termination or expiration of this Agreement.

§ 22 Communications, AI Tools, and Non-Binding Statements

22.1 Channels and Contexts Covered. This Section 22 applies to all communications between Company and Customer or any prospective customer, at all stages of the relationship — pre-contractual, sales, post-sale, billing, technical support, account management, renewal, and termination — including without limitation: email; SMS, MMS, RCS, and any other text-messaging format; instant messaging and chat conducted on Company’s website, support portal, mobile applications, or third-party platforms; telephone, video, and voice conversations (including recorded calls, voicemail, and IVR interactions); social media direct messages and posts; ticketing-system updates and automated notifications; communications generated, drafted, summarized, transcribed, suggested, classified, routed, or transmitted in whole or in part by an artificial intelligence system, large language model, automated assistant, voice agent, or chatbot (each, an “AI Tool”); and informational content on Company’s website, blog, knowledge base, marketing materials, brochures, advertisements, social media, and product listings (collectively, “Communications”). For the avoidance of doubt, this Section applies with equal force to Communications occurring after a Service Order has been executed, after Equipment has been delivered, or after Services have been activated.

22.2 No Offer; No Acceptance; No Contract Formation; No Modification.

The foregoing limitations in this § 22.2 apply exclusively to Company’s Communications. Nothing in this Section 22 limits, reduces, or waives any obligation, liability, or commitment arising from Customer’s own Communications, including without limitation any Electronic Acceptance by Customer of an Official Document as provided in § 22.12.

22.3 AI Tools — Express Disclaimer. Customer acknowledges that Company uses AI Tools (including but not limited to chatbots, conversational assistants, voice agents, email-drafting assistants, ticket-classification engines, and support-summary generators) to facilitate customer engagement, information delivery, and routine inquiries before, during, and after the sales relationship. Customer further acknowledges that AI Tools may produce output that is:

• inaccurate, incomplete, outdated, internally inconsistent, fabricated, or hallucinated;
• inconsistent with Company’s current pricing, inventory, billing records, account status, ticket status, dispatch schedule, product specifications, lead times, compatibility, manufacturer authorizations, or service availability;
• unrepresentative of Company’s actual product offerings, service capabilities, dealer or partner status, contractual positions, account-management procedures, or business policies; and/or
• presented in a confident, authoritative, or definitive tone notwithstanding any of the foregoing.

Any output, statement, recommendation, summary, quote, estimate, specification, scope description, configuration, compatibility opinion, ticket update, dispatch confirmation, billing statement, credit notation, cancellation notice, or commitment generated, suggested, or transmitted by an AI Tool is not binding on Company under any circumstances and shall not be relied upon. Customer’s sole avenue for accurate, binding information — at any stage of the relationship — is a written quote, written order confirmation, executed Service Order, or written confirmation issued by an authorized human representative of Company through Company’s official ticketing, billing, or support channels.

22.4 Non-Binding Subject Matter — Specific Items. Without limiting § 22.2 or § 22.3, Customer expressly acknowledges and agrees that the following categories of statements are not binding on Company when made in or through any Communication (including AI Tool output) and shall not be relied upon by Customer:

(a) Pricing. Any price, discount, rebate, credit, promotion, bundled rate, MRC, NRC, or quoted amount for Equipment, Services, installation, configuration, programming, support, training, licensing, porting, or shipping. Pricing is binding only when set forth in a written quote or Service Order issued by Company and accepted as provided in § 1.4.

(b) Inventory and Availability. Any statement regarding stock levels, on-hand quantities, in-stock status, availability dates, lead times, ship dates, manufacturer availability, discontinuation, end-of-life status, allocation, or substitution options.

(c) Scope and Requirements. Any statement regarding the completeness of scope, the totality of Equipment, software, licenses, accessories, cabling, network bandwidth, electrical or environmental requirements, integrations, or third-party items required to make a system, deployment, or solution function as intended or as advertised. Final scope is determined only after Company’s site survey, design review, and issuance of a written Service Order.

(d) Compatibility and Interoperability. Any statement regarding compatibility with Customer’s existing systems, networks, internet circuits, SIP carriers, paging systems, door access, intercom adapters, peripherals, applications, or third-party platforms.

(e) Performance and Specifications. Any statement regarding product performance, throughput, call quality, simultaneous-call capacity, feature behavior, voicemail or transcription accuracy, AI feature output quality, or fitness for Customer’s particular use case.

(f) Trade-In, Buyback, and Solicitations to Purchase. Any solicitation, valuation, offer to purchase, expression of interest, or invitation to deal by Company in acquiring, accepting in trade, refurbishing, recycling, repurposing, or assigning resale credit for Customer’s existing telephone equipment, headsets, hardware, software licenses, paging systems, telephone numbers, domains, or other assets. Company does not make trade-in, buyback, or asset-purchase offers through any Communication. Any such transaction is binding only when documented in a written purchase or trade-in agreement signed by an authorized officer of Company.

(g) Installation Schedules and Availability. Any statement regarding installation availability, technician dispatch, scheduling, project duration, completion dates, milestone dates, after-hours availability, or onsite-versus-remote service mix. Schedules are binding only as set forth in a written Service Order or a written project plan signed by both parties.

(h) Installation and Professional-Services Costs. Any labor rate, hourly rate, flat fee, trip charge, travel reimbursement, after-hours premium, expedite fee, change-order rate, or programming charge. Such costs are binding only as set forth in a written Service Order.

(i) Ownership, Authorization, Title, and Provenance. Any statement regarding manufacturer authorization, dealer or distributor status, partner tier, certification level, distribution rights, ownership of intellectual property, license entitlements, account ownership, telephone number ownership or portability eligibility, domain ownership, license assignability, or chain of title.

(j) Regulatory, Legal, Tax, and Accounting Statements. Any statement regarding regulatory compliance (including but not limited to FCC, state PUC, TCPA, HIPAA, PCI DSS, Kari’s Law, RAY BAUM’S Act, STIR/SHAKEN, CPNI, or 911-routing requirements), licensing, lawful use, taxation, surcharges, USF, or fees. Such statements are general information only and do not constitute legal, tax, regulatory, or accounting advice.

(k) Warranty, Refund, and Service-Level Statements. Any statement regarding warranty coverage, RMA eligibility, return eligibility, refund eligibility, service uptime, response time, restoration time, or remediation, except as set forth in §§ 8 and 9 and the applicable Service Order or SLA.

(l) Billing, Invoicing, Credits, and Account Adjustments. Any statement regarding billing accuracy, invoice content, late fees, payment status, account balance, payment due dates, payment-arrangement terms, credit issuance, refund authorization, dispute resolution outcomes, plan reconciliation, proration, recurring-charge calculation, taxability, or write-off authorization. Billing changes, credits, refunds, and adjustments are effective only when posted to Customer’s account by an authorized human representative of Company and reflected on a Company-issued invoice or written confirmation.

(m) Technical Support and Ticket Outcomes. Any statement regarding ticket creation, ticket number, ticket priority, ticket escalation, ticket status, expected or committed resolution time, dispatch availability, dispatch commitment, technician arrival window, troubleshooting completeness, root-cause analysis, or remediation success. A ticket exists only when issued through Company’s official ticketing system and confirmed via Company’s standard ticket-confirmation channel.

(n) Account Changes and Service Modifications. Any statement regarding the processing or completion of account changes, plan changes, feature additions or removals, line additions or removals, user provisioning or deprovisioning, password resets, address changes, porting requests, cancellations, suspensions, holds, or reinstatements. Such changes are effective only when processed by an authorized human representative of Company and confirmed in writing.

(o) Renewal, Term Modification, and Cancellation Statements. Any statement regarding renewal pricing, renewal terms, contract extensions, early-termination calculations, ETF amounts or waivers, contract end dates, auto-renewal status, opt-out windows, cancellation effective dates, or modification of existing terms. All such matters are governed exclusively by §§ 5, 6, 9.3, and 12 and the executed Service Order, regardless of any contrary statement made in any Communication.

(p) Service Restoration and Outage Estimates. Any statement regarding the cause, duration, or estimated restoration time of any service interruption, outage, degradation, or carrier event.

22.5 No Reliance; Waiver of Reliance-Based Claims. Customer represents and agrees that, in entering into this Agreement, in executing any Service Order, in continuing to use Services, in remitting payment of any invoice, and in interacting with Company’s support, billing, or account-management functions at any stage, Customer has not relied — and will not rely — on any Communication or any statement made through any Communication, and that all material terms of the parties’ relationship are contained exclusively in the executed written Agreement and the applicable Service Order. To the maximum extent permitted by applicable law, Customer waives any claim, defense, theory, or cause of action — including without limitation claims sounding in promissory estoppel, equitable estoppel, detrimental reliance, fraudulent inducement, fraudulent concealment, negligent misrepresentation, innocent misrepresentation, unfair or deceptive trade practices, breach of the implied covenant of good faith and fair dealing, or breach of any extracontractual duty — premised on any Communication that is inconsistent with, omitted from, or not expressly contained in the executed written Agreement.

22.6 Liability Waiver for AI Tool and Communication Errors in All Contexts.

This waiver covers, without limitation, claims premised on:

• (i) inaccuracy, incompleteness, hallucination, fabrication, omission, or contradiction in any Communication, including AI Tool output;
• (ii) Customer’s reliance on a Communication for any billing, refund, credit, account-status, or service decision, including reliance on AI-stated balances, due dates, payment-arrangement terms, credit amounts, or refund timing;
• (iii) Customer’s reliance on a Communication for technical-support guidance, troubleshooting, configuration, network, or security advice, whether or not such guidance is followed and whether or not Customer’s reliance results in system downtime, data loss, or third-party harm;
• (iv) statements in a Communication suggesting that a ticket has been opened, escalated, prioritized, dispatched, or resolved; that a technician has been scheduled or will arrive within a stated window; that a credit, refund, write-off, or billing adjustment has been issued, approved, or applied; that a cancellation, port-out, suspension, plan change, line addition or removal, or other account modification has been received, processed, or completed; or that any other action has been taken on Customer’s account, in each case where the stated action has not in fact been completed by an authorized human representative of Company through Company’s official systems;
• (v) delay, failure, or error in any AI-Tool-mediated routing, classification, or summarization that affects the timeliness or accuracy of human follow-up;
• (vi) any business interruption, lost profits, lost revenue, lost data, downtime, missed regulatory or contractual obligation, reputational harm, or third-party claim asserted against Customer that results, in whole or in part, from any of the foregoing.

To request or confirm any binding action affecting Customer’s account — including billing adjustments, credits, refunds, payment arrangements, plan changes, line changes, password resets, cancellations, port-outs, dispatches, or technical remediation — Customer must obtain written confirmation from an authorized human representative of Company through Company’s official ticketing, billing, or support channels. An AI Tool’s statement that an action has been taken does not, by itself, constitute proof or confirmation that the action has been taken, and Customer agrees that it has an affirmative obligation to verify, through Company’s official channels, that any material action it has requested has in fact been completed. Customer’s failure to verify shall not give rise to any claim against Company.

22.7 No Authority to Bind. No employee, contractor, agent, AI Tool, automated system, ticketing system, or third-party representative of Company has authority to bind Company to any term, price, scope, schedule, warranty, credit, refund, adjustment, or commitment except by means of (a) a written instrument signed by an authorized officer of Company, or (b) Company’s standard written order confirmation, written quote, written ticket confirmation, or written billing-adjustment process. Any actual or apparent authority arising from any Communication, including AI Tool output, is expressly disclaimed.

22.8 AI Disclosure and Consent. By using Company’s website, chat, SMS, voice, email, support portal, ticketing system, or other communication channels, Customer acknowledges and consents to: (a) the use of AI Tools to facilitate or generate Communications at any stage of the relationship, including responses that may be drafted, transcribed, summarized, suggested, classified, routed, or fully generated by an AI Tool with or without further human review; (b) the recording, logging, processing, transcription, analysis, and storage of Communications for quality assurance, fraud prevention, security, training, dispute resolution, billing, and service-improvement purposes, in accordance with Company’s Privacy Policy and applicable law; and (c) Company’s right to use AI Tools without disclosing in each individual interaction whether a specific Communication, or portion thereof, was authored by a human or generated by an AI Tool. Where applicable law requires affirmative disclosure of AI use, this Section, together with Company’s on-page chatbot notices and channel-level disclosures, constitutes such disclosure.

22.9 Recording and Monitoring of Voice and Electronic Communications. Voice, video, chat, SMS, and email communications between Customer and Company may be recorded, transcribed, and monitored for the purposes set forth in § 22.8. Customer consents to such recording, transcription, and monitoring on behalf of itself, its officers, employees, contractors, agents, and representatives, to the maximum extent permitted by applicable federal and state law (including without limitation the federal Wiretap Act, 18 U.S.C. § 2511, and all state one-party-consent, two-party-consent, and all-party-consent recording statutes). Customer is solely responsible for notifying its own personnel and any other call participants of this consent and for obtaining any further consent required under applicable law.

22.10 Order of Precedence. In the event of any conflict between this Section 22 and any Communication, this Section 22 controls. In the event of any conflict between this Section 22 and an executed Service Order, written quote countersigned by an authorized officer of Company, or signed amendment, the executed instrument controls solely with respect to the specific conflict.

22.11 Material Term; Severability; Survival. This Section 22 is a material part of the basis of the bargain between the parties, and Company would not have entered into this Agreement, extended any pricing, or provided any post-sale support without it. Each subsection of this Section 22 is intended to be independent and severable. If any portion is held unenforceable in any jurisdiction, the remainder of this Section 22 continues in full force and effect in that jurisdiction, and the entirety of this Section 22 continues in full force and effect in every other jurisdiction. This Section 22 survives termination or expiration of this Agreement and applies to Communications occurring before, during, and after the term.

22.12 Customer Electronic Acceptance of Official Documents.

(a) Definitions. For purposes of this § 22.12:

(b) Binding Effect on Customer; Irrevocability. An Electronic Acceptance is immediately and irrevocably binding on Customer upon transmission, regardless of whether Company has acknowledged it. Customer may not rescind, withdraw, or condition an Electronic Acceptance after it has been sent. Any subsequent Communication by Customer purporting to rescind, modify, or qualify an Electronic Acceptance is without legal effect on Customer’s obligations, though it does not obligate Company to acknowledge the original Electronic Acceptance or proceed with the order.

(c) Condition Precedent — Company Acknowledgment. Notwithstanding § 22.12(b), no contract, obligation, or commitment of any kind arises on the part of Company unless and until Company transmits a Company Acknowledgment to Customer. Company is under no obligation to issue a Company Acknowledgment and may decline to do so in its sole discretion, without liability to Customer. Upon Company’s issuance of a Company Acknowledgment: (i) a binding contract is formed between the parties on the terms of the Official Document; (ii) Customer’s obligations under that contract are deemed to have arisen at the moment Customer transmitted the Electronic Acceptance; and (iii) Company’s obligations under that contract arise as of the date of the Company Acknowledgment. A Company-issued invoice bearing the same number as the referenced Official Document, transmitted to Customer with language identifying it as a Company Acknowledgment or as confirmation of Customer’s approval, constitutes a Company Acknowledgment for all purposes under this § 22.12.

(d) Effect of Material Modifications. If an Electronic Acceptance contains, in addition to acceptance language, any request or instruction that would, if implemented, alter any material term of the Official Document — including without limitation the quantity, unit price, total price, product model, scope of work, delivery address, installation address, or payment terms — the following rules apply:

• The Electronic Acceptance is not effective as an acceptance of the existing Official Document.
• Company will, at its sole discretion, prepare a new Official Document reflecting the requested modification, which will be subject to its own separate Electronic Acceptance and Company Acknowledgment process under this § 22.12.
• Customer’s communication is interpreted as Customer’s pre-authorization of the new Official Document to be prepared by Company, provided that such pre-authorization does not bind Customer until Company issues the new Official Document and Company issues a Company Acknowledgment following a new Electronic Acceptance or execution through Company’s checkout or e-sign process. Company is under no obligation to prepare or issue a new Official Document reflecting the requested modification.

(e) Non-Material Inquiries Do Not Affect Acceptance. An Electronic Acceptance that also contains a question, comment, or request that does not alter any material term of the Official Document — including without limitation questions about installation scheduling where no specific installation date is stated in the Official Document, delivery logistics, technician contact information, or other operational details — is treated as a clean and unconditional Electronic Acceptance of the Official Document. Any such question or request is treated as a separate, non-binding inquiry that Company will address at its discretion and that does not modify, condition, or qualify Customer’s acceptance.

(f) Authority; Personal Liability. Any individual who transmits an Electronic Acceptance on behalf of a business entity represents and warrants that: (i) they are duly authorized to enter into binding legal commitments on behalf of that entity; (ii) no additional approvals, co-signatures, or internal authorizations are required to bind the entity; and (iii) the entity will be fully bound by the resulting contract. If any such representation is false, the individual transmitting the Electronic Acceptance assumes personal liability for all obligations arising from the contract as if they were the contracting party.

(g) Thread Integrity. An Electronic Acceptance is valid only if transmitted within the same email thread, SMS conversation, or messaging chain as the Official Document to which it responds, such that the connection between the Electronic Acceptance and the Official Document is objectively determinable from the thread record. A reply sent in a new, separate email thread or conversation — even if it references the Official Document by quote number or description — does not constitute an Electronic Acceptance under this § 22.12. Company may, at its sole discretion, treat such a separate-thread reply as an Electronic Acceptance if it elects to do so in a Company Acknowledgment, but is under no obligation to do so.

(h) Asymmetric Application. This § 22.12 applies exclusively to Customer’s Communications. Nothing in this § 22.12 shall be construed to create any obligation, commitment, offer, acceptance, warranty, or representation on the part of Company arising from any Communication by Company, including any Company Acknowledgment, except as expressly stated in the Company Acknowledgment itself. Company Acknowledgments are binding on Company only to the extent of the specific Official Document they reference and do not constitute modifications to this Agreement or create any rights or obligations beyond those stated in the referenced Official Document.

(i) Form Submissions. Submission of Company’s online quote-acceptance form at phonewire.com/checkout constitutes a written Electronic Acceptance of the referenced Official Document under this § 22.12 and is not subject to the non-binding-communications provisions of §§ 22.1 through 22.11. Such form submissions are governed exclusively by this § 22.12 and the executed written Agreement.

(j) Survival. This § 22.12 survives termination or expiration of this Agreement and applies to Electronic Acceptances transmitted before, during, and after the term.

22.13 Telecommunications Services; Carrier of Record; No Markup.

(a) Software and managed services. The hosted PBX appliance subscription, hosted PBX, managed-service support, Voicemail-to-Text, transcription, AI Receptionist, chat, software add-ons, and Telecom Account Management service (collectively, the “Managed Services”) are cloud software and managed information-technology services provided by Phonewire. The Managed Services do not constitute telecommunications service, interconnected VoIP service, or a telecommunications offering, and are priced and billed exclusive of telecommunications taxes, fees, and surcharges.

(b) Carrier of record. Inbound and outbound calling, SIP trunking, and telephone numbers (the “Telecommunications Services”) are furnished by a third-party underlying carrier (the “Carrier”), which is the telecommunications carrier of record for the Customer. The Carrier is solely responsible for assessing, collecting, and remitting all federal, state, and local telecommunications taxes, Universal Service Fund contributions, 911 and E911 fees, and regulatory surcharges applicable to the Telecommunications Services.

(c) No markup; billing agent. Where Phonewire presents charges for Telecommunications Services on its invoice, Phonewire does so solely as a disclosed billing agent of the Carrier and bills such charges at the Carrier’s cost without markup. Phonewire derives no margin from telecommunications usage, numbers, or regulatory surcharges. Customer acknowledges that Phonewire is not the provider or reseller of the Telecommunications Services.

(d) Sales and software tax. Managed Services may be subject to ordinary sales, use, or software-access tax depending on the Customer’s jurisdiction; any such tax is separate from, and in addition to, the telecommunications taxes administered by the Carrier.