Service Terms & Agreement

I. THE AGREEMENT

These Terms and Conditions constitute the Master Services Agreement (the "Agreement") between Teliance Communications Inc ("Teliance", "we", "us", or "our") and the subscribing entity or individual ("Customer", "you", or "your") for Teliance's business communications and software services, including hosted PBX, VoIP, SaaS platforms, related equipment, features, and support (collectively, the "Service").

BY EXECUTING A QUOTE, ENROLLING IN, USING, OR PAYING FOR TELIANCE SERVICES, YOU AGREE TO THE PRICES, CHARGES, TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES AND CANCEL IMMEDIATELY BY CONTACTING TELIANCE.

This Agreement governs the Service and any devices used in conjunction with the Service. By activating the Service or signing a Teliance quote, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions herein. Teliance may amend this Agreement from time to time by posting notice at www.teliance.com. The most current version of this Agreement supersedes all prior versions.

II. SERVICES

A. Description: Teliance provides business communications services including hosted PBX, VoIP, and SaaS platform solutions. Services may include, but are not limited to, voice calling, call routing, voicemail, auto-attendant, call recording, conferencing, omnichannel messaging, and related features as described in the applicable quote or service order.

B. Installation: Teliance will provision the Service and, where applicable, ship and configure equipment for Customer's use. Customer is responsible for maintaining adequate broadband internet connectivity and power at each location where the Service is deployed.

C. Feature Access: Access to specific features is determined by the service plan selected in the Customer's quote. Teliance may introduce new features or modify existing features from time to time.

III. TERM AND RENEWAL

A. Contract Term: Service is offered on a contract term basis (typically 24 or 36 months, as specified in the applicable quote) commencing on the date Teliance activates Customer's account (the "Activation Date").

B. Auto-Renewal: Upon expiration of the initial term, this Agreement shall automatically renew on a month-to-month basis under the same terms and conditions unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

C. Early Termination: If Customer terminates the Service before the end of a term, Customer shall be responsible for all remaining monthly recurring charges through the end of the then-current term (calculated as the number of months remaining multiplied by the average monthly recurring charges), plus any applicable disconnect fees, all of which become immediately due and payable.

IV. COMPENSATION AND PAYMENT

A. Invoicing: Teliance will invoice Customer for all charges on a monthly basis in advance, including but not limited to: activation fees, monthly service fees, feature charges, equipment purchases, shipping charges, and any applicable taxes and regulatory fees.

B. Payment Terms: All invoices are due and payable within thirty (30) days from the invoice date (the "Due Date"). Amounts not received by the Due Date shall be considered past due.

C. Late Fees: Past due amounts shall accrue a late payment charge of one and one-half percent (1.5%) per month, applied to the outstanding balance including any previously accrued late charges.

D. Disputed Invoices: Customer must notify Teliance in writing of any disputed invoice charges within fifteen (15) days of the invoice date. Customer shall pay all undisputed amounts by the Due Date. The parties shall work in good faith to resolve any disputed charges within thirty (30) days. Failure to dispute within the specified period constitutes acceptance of the invoiced amounts.

E. Payment Responsibility: Customer is responsible for all charges incurred under Customer's account, including charges authorized by third parties with access to Customer's services.

V. TAXES AND REGULATORY FEES

A. Customer is responsible for all applicable federal, state, and local taxes, surcharges, and regulatory assessments arising from the Service, including but not limited to: sales and use taxes, Universal Service Fund (USF) contributions, E911 surcharges, telecommunications relay service fees, federal and state regulatory assessments, and number portability surcharges.

B. Teliance will itemize applicable taxes and regulatory fees on Customer's invoice. Customer shall provide Teliance with any applicable tax exemption certificates promptly upon request.

VI. EQUIPMENT

A. Return Policy: Equipment must be returned within fifteen (15) days from delivery in original packaging with all components, manuals, and accessories to qualify for a refund. A ten percent (10%) merchandise restocking fee applies to all returned equipment. Returns require a valid return authorization number from Teliance. Customer is responsible for return shipping costs.

B. Ownership: Equipment purchased by Customer becomes Customer's property upon full payment. Leased or loaned equipment remains Teliance's property and must be returned upon termination of Service.

C. Care and Maintenance: Customer is responsible for the proper care and maintenance of all equipment in Customer's possession. Damage caused by misuse, negligence, or unauthorized modification is Customer's responsibility.

VII. NUMBER PORTING

A. Letter of Authorization: To port existing telephone numbers to Teliance, Customer must provide a signed Letter of Authorization (LOA) and accurate account information for the losing carrier. Customer represents and warrants that it has the authority to port such numbers.

B. Porting Timeline: Teliance will use commercially reasonable efforts to complete number porting within standard industry timeframes. Porting timelines are subject to cooperation from the losing carrier and accuracy of information provided by Customer.

C. Customer Responsibilities: Customer must maintain active service with the losing carrier until the port is complete. Customer is responsible for any early termination fees or charges from the losing carrier.

D. Liability Limitations: Teliance shall not be liable for delays, errors, or service interruptions resulting from the porting process, including but not limited to inaccurate information provided by Customer, losing carrier delays, or regulatory complications.

E. Number Ownership: Telephone numbers are not owned by Customer but are assigned by Teliance or the applicable numbering authority. Upon termination of Service, Customer may port numbers to another carrier in accordance with applicable regulations.

VIII. EMERGENCY CALLING SERVICE (E911)

A. Non-Availability of Traditional 911 or E911: YOU ACKNOWLEDGE AND UNDERSTAND THAT THE SERVICE DOES NOT SUPPORT TRADITIONAL 911 OR E911 ACCESS TO EMERGENCY SERVICES IN THE SAME MANNER AS TRADITIONAL TELEPHONE SERVICE. Teliance offers a limited Emergency Calling Service on select lines and devices as described below, but you acknowledge that such service differs from traditional 911 in important ways. You agree to inform any persons present at the physical location where the Service is used about the limitations of emergency calling.

B. Service Outages:
1. Power Outage: Emergency Calling Service does not function without power. A power failure may require Customer to reset or reconfigure equipment before using the Service.
2. Broadband Outage: Outages by Customer's broadband provider will prevent, and network congestion may impair, ALL Service including Emergency Calling.
3. Account Suspension: Service outages due to account suspension for billing issues will prevent ALL Service including Emergency Calling.
4. Other Outages: Any service outage for any reason will prevent ALL Service including Emergency Calling.

C. Limitation of Liability: Teliance's liability is limited for any outage and/or inability to access Emergency Calling Service. Customer agrees to defend, indemnify, and hold harmless Teliance and its officers, directors, employees, affiliates, and agents from all claims, losses, damages, and expenses relating to the absence, failure, or outage of Emergency Calling Service.

D. Alternative Arrangements: Teliance does not offer primary line or lifeline services. Customer should always maintain an alternative means of accessing traditional E911 services.

IX. ACCEPTABLE USE

A. Business Use: The Service is provided for lawful business communication purposes only. Customer shall not resell, sublicense, or transfer the Service to any third party without Teliance's prior written consent.

B. Prohibited Uses: Customer shall not use the Service for: (1) auto-dialing, predictive dialing, or robocalling; (2) telemarketing or fax broadcasting without proper consent and compliance with applicable laws; (3) any unlawful purpose; (4) termination into pay-per-call or premium rate services without authorization; (5) any activity that interferes with or disrupts Teliance's network or services.

C. Network Management: Teliance reserves the right to limit, throttle, or restrict Service usage to maintain network integrity and performance for all customers.

X. CUSTOMER PROPRIETARY NETWORK INFORMATION (CPNI)

A. Collection and Use: In the course of providing the Service, Teliance collects Customer Proprietary Network Information as defined by the Federal Communications Commission (FCC), including call detail records, service usage data, and billing information. Teliance uses CPNI to provision, maintain, and improve the Service, and as otherwise required by law.

B. Protections: Teliance implements administrative, technical, and physical safeguards to protect CPNI in accordance with FCC regulations (47 C.F.R. Part 64, Subpart U). Access to CPNI is restricted to authorized personnel with a legitimate business need.

C. Opt-Out Rights: Teliance may use CPNI to market related services to Customer. Customer may opt out of such marketing at any time by notifying Teliance in writing. Opt-out requests will be processed within thirty (30) days.

D. Disclosure: Teliance will not disclose CPNI to third parties except as required by law, court order, or with Customer's express written consent.

XI. CALL RECORDING

A. Availability: Call recording features are available on select service plans. When enabled, calls may be recorded and stored in accordance with the applicable service plan.

B. Consent Requirements: Customer is solely responsible for compliance with all applicable federal and state laws regarding call recording, including but not limited to the Electronic Communications Privacy Act (18 U.S.C. Section 2511) and applicable state wiretapping statutes. Customer acknowledges that some jurisdictions require all-party consent for call recording.

C. Customer Obligations: Customer shall implement appropriate notification and consent mechanisms (such as recorded announcements) before recording any calls. Customer shall determine the applicable consent requirements for each jurisdiction in which calls are placed or received.

D. Indemnification: Customer shall indemnify and hold harmless Teliance from any claims arising from Customer's use of call recording features, including failure to obtain required consent.

XII. REGULATORY COMPLIANCE

A. Teliance provides the Service as a provider of interconnected VoIP services and complies with applicable FCC regulations, including contributions to the Universal Service Fund, compliance with the Communications Assistance for Law Enforcement Act (CALEA), and applicable state telecommunications regulations.

B. Customer shall cooperate with Teliance in complying with regulatory requirements, including providing accurate location information for E911 registration and responding to lawful process requests.

C. Customer acknowledges that regulatory requirements may change and agrees that Teliance may modify the Service as necessary to maintain regulatory compliance.

XIII. REPRESENTATIONS AND WARRANTIES

A. Mutual Representations: Each party represents and warrants that: (1) it has full power and authority to enter into this Agreement; (2) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; (3) it will comply with all applicable laws and regulations in performing its obligations hereunder.

B. Teliance Warranties: Teliance warrants that: (1) the Service will be performed in a professional and workmanlike manner consistent with industry standards; (2) it will not knowingly introduce harmful code into the Service; (3) it has and will maintain appropriate security measures to protect Customer data.

C. Customer Warranties: Customer warrants that: (1) all information provided to Teliance is accurate and complete; (2) it will use the Service in compliance with this Agreement and all applicable laws; (3) it has obtained all necessary consents and authorizations for the use of the Service.

D. Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TELIANCE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE SERVICE IS PROVIDED "AS IS" TO THE EXTENT NOT EXPRESSLY WARRANTED HEREIN.

XIV. SERVICE LEVEL AGREEMENT

A. Uptime Target: Teliance targets ninety-nine and one-half percent (99.5%) availability of the Service platform, measured on a monthly basis, excluding scheduled maintenance windows.

B. Scheduled Maintenance: Teliance will perform scheduled maintenance during off-peak hours (typically between 12:00 AM and 6:00 AM Eastern Time) and will provide Customer with at least forty-eight (48) hours advance notice for planned maintenance that may affect Service availability.

C. Support Response Times: Teliance provides tiered support with the following target response times:
1. Emergency (service down, all users affected): one (1) hour response
2. High (significant feature impaired, multiple users affected): eight (8) business hours response
3. Medium (minor feature impaired, workaround available): two (2) business days response
4. Low (general inquiry, feature request): five (5) business days response

D. Service Credits: If Teliance fails to meet the monthly uptime target, Customer may request a credit as follows:
1. 99.0% to 99.5% uptime: five percent (5%) credit of monthly recurring charges
2. 98.0% to 99.0% uptime: ten percent (10%) credit of monthly recurring charges
3. 95.0% to 98.0% uptime: twenty-five percent (25%) credit of monthly recurring charges
4. Below 95.0% uptime: Customer may elect to terminate this Agreement without early termination fees

E. Credit Requests: Customer must submit credit requests in writing within thirty (30) days of the affected month. Credits are applied against future invoices and shall not exceed the total monthly recurring charges for the affected month.

F. Exclusions: Uptime calculations exclude: scheduled maintenance, Customer-caused outages, force majeure events, internet or power outages at Customer's location, and any period during which Customer's account is suspended.

XV. CHANGES TO SERVICE

A. Teliance reserves the right to modify, enhance, or discontinue features of the Service from time to time. Teliance will provide Customer with at least thirty (30) days written notice of material changes to the Service.

B. If a material change adversely affects Customer's use of the Service, Customer may terminate this Agreement without early termination fees by providing written notice within thirty (30) days of receiving notice of the change.

C. Continued use of the Service after the effective date of any change constitutes acceptance of the modified terms.

XVI. DATA PROCESSING AND SECURITY

A. Data Roles: With respect to Customer data processed through the Service, Customer is the data controller and Teliance is the data processor. Teliance shall process Customer data only as necessary to provide the Service and in accordance with Customer's instructions.

B. Data Segregation: Teliance maintains logical separation of Customer data from other customers' data within its systems.

C. Encryption: Teliance encrypts Customer data in transit using TLS 1.2 or higher and at rest using AES-256 or equivalent encryption standards.

D. Access Controls: Teliance implements role-based access controls, multi-factor authentication for administrative access, and maintains audit logs of system access. Access to Customer data is restricted to authorized personnel with a legitimate business need.

E. Security Measures: Teliance maintains commercially reasonable administrative, technical, and physical security measures, including regular security patching, vulnerability assessments, and penetration testing.

F. Subprocessors: Teliance may engage subprocessors to assist in providing the Service. Teliance will maintain a list of subprocessors and notify Customer of material changes. Subprocessors are bound by data protection obligations substantially similar to those in this Agreement.

XVII. PRIVACY AND GDPR COMPLIANCE

A. Personal Data: For purposes of this section, "Personal Data" means any information relating to an identified or identifiable natural person processed through the Service, including call records, voicemail content, contact information, and usage data.

B. Lawful Processing: Teliance processes Personal Data on the basis of: (1) performance of the Agreement; (2) compliance with legal obligations; and (3) Teliance's legitimate business interests in operating and improving the Service. Customer is responsible for establishing and maintaining the lawful basis for processing Personal Data through the Service.

C. Data Subject Rights: To the extent required by applicable data protection law (including the EU General Data Protection Regulation), Teliance will assist Customer in responding to data subject requests regarding access, rectification, erasure, restriction, portability, and objection. Teliance will respond to Customer's requests within ten (10) business days.

D. Cross-Border Transfers: Customer data is primarily stored and processed in the United States. Where Personal Data is transferred across international borders, Teliance employs appropriate transfer mechanisms including Standard Contractual Clauses or other approved mechanisms as required by applicable law.

E. Data Retention: Teliance retains Customer data for the duration of the Agreement and for a period of sixty (60) days thereafter. Upon termination, Customer may request export of its data within thirty (30) days. After the sixty (60) day retention period, Teliance will securely destroy Customer data in accordance with industry standards.

F. Data Protection Agreement: To the extent required by applicable law, the parties agree to enter into a Data Processing Agreement incorporating the provisions of this section and any additional terms required by applicable data protection regulations.

XVIII. CONFIDENTIALITY

A. Definition: "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to: business plans, pricing, technical information, customer lists, financial data, and any information marked or reasonably understood to be confidential.

B. Obligations: Each party agrees to: (1) use the other party's Confidential Information solely for purposes of performing under this Agreement; (2) maintain the confidentiality of such information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (3) not disclose such information to third parties except as necessary to perform under this Agreement, and only to persons bound by confidentiality obligations at least as protective as those herein.

C. Exceptions: Confidential Information does not include information that: (1) is or becomes publicly available without breach of this Agreement; (2) was known to the receiving party prior to disclosure; (3) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; (4) is rightfully received from a third party without restriction.

D. Required Disclosure: A party may disclose Confidential Information to the extent required by law or court order, provided it gives the other party prompt notice (to the extent permitted by law) and cooperates in seeking protective treatment.

E. Survival: Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

XIX. INTELLECTUAL PROPERTY

A. Teliance Property: Teliance retains all right, title, and interest in and to the Service platform, software, technology, documentation, and all related intellectual property. Nothing in this Agreement grants Customer any ownership interest in Teliance's intellectual property.

B. Customer Data: Customer retains all right, title, and interest in Customer data, including call recordings, voicemails, contacts, and configuration settings. Teliance's right to use Customer data is limited to providing the Service as described herein.

C. Feedback: If Customer provides suggestions, enhancement requests, or other feedback regarding the Service, Teliance may use such feedback without restriction or obligation to Customer.

XX. LIMITATION OF LIABILITY

A. No Consequential Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. Aggregate Cap: EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (1) TEN THOUSAND DOLLARS ($10,000); OR (2) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO TELIANCE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

C. Carve-Outs: The limitations in this section shall not apply to: (1) liability arising from a party's gross negligence or willful misconduct; (2) liability arising from a breach of confidentiality obligations; (3) liability arising from fraud; (4) Customer's payment obligations; (5) indemnification obligations under this Agreement.

XXI. INDEMNIFICATION

A. Mutual Indemnification: Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (1) the indemnifying party's breach of this Agreement; (2) the indemnifying party's violation of applicable law; (3) the indemnifying party's gross negligence or willful misconduct.

B. IP Indemnification: Teliance shall indemnify Customer against third-party claims alleging that the Service infringes any valid intellectual property right, provided that Teliance may, at its option: (1) modify the Service to be non-infringing; (2) obtain a license for Customer's continued use; or (3) terminate the affected Service and refund prepaid fees for the unused period.

C. Notification: The indemnified party shall promptly notify the indemnifying party of any claim, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement of the claim.

XXII. SECURITY INCIDENT RESPONSE

A. Definition: A "Security Incident" means any unauthorized access to, acquisition of, use of, or disclosure of Customer data that compromises the security, confidentiality, or integrity of such data.

B. Notification: Teliance will notify Customer of a confirmed Security Incident within twenty-four (24) hours of discovery, providing available details including the nature of the incident, data affected, and initial remediation steps.

C. Investigation and Remediation: Teliance will promptly investigate any Security Incident, take reasonable steps to contain and remediate the incident, and provide Customer with a written incident report within thirty (30) days, including root cause analysis and corrective actions.

D. Cooperation: Teliance will cooperate with Customer in investigating and responding to a Security Incident, including providing information necessary for Customer to comply with applicable breach notification laws.

E. Cost Allocation: Teliance shall bear the costs of investigating and remediating Security Incidents caused by Teliance's failure to comply with its security obligations under this Agreement.

XXIII. CANCELLATION AND TERMINATION

A. By Customer:
1. Customer may terminate the Service prior to installation subject to a two hundred fifty dollar ($250) early termination charge.
2. Customer may terminate the Service during the contract term subject to the early termination provisions in Section III(C).
3. Customer may terminate for cause if Teliance materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.

B. By Teliance:
1. Teliance may terminate the Service immediately without notice if it determines, in its sole discretion, that termination is necessary to prevent fraud or protect its network, personnel, or services.
2. Teliance may terminate the Service upon written notice if any invoice remains unpaid for more than thirty (30) days past the Due Date.
3. Teliance may terminate for cause if Customer materially breaches this Agreement (including Acceptable Use provisions) and fails to cure within fifteen (15) days of written notice.

C. Effect of Termination: Upon termination: (1) Customer's right to use the Service ceases immediately; (2) Customer shall return all Teliance-owned equipment within fifteen (15) days; (3) all outstanding charges become immediately due and payable; (4) Customer may request data export within thirty (30) days of termination.

D. Data Return and Destruction: Teliance will make Customer data available for export for thirty (30) days following termination. After sixty (60) days, Teliance will securely destroy all Customer data except as required to be retained by law.

XXIV. FORCE MAJEURE

A. Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, earthquake; government actions, embargoes, sanctions; pandemic, epidemic; labor disputes, strikes; network outages, internet service disruptions, or telecommunications failures beyond the affected party's control; cyberattacks or denial-of-service attacks; and war, terrorism, civil unrest, or insurrection.

B. The affected party shall: (1) provide prompt notice to the other party describing the force majeure event and its expected duration; (2) use commercially reasonable efforts to mitigate the impact and resume performance; (3) provide regular updates on the status of the event.

C. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected services without liability.

XXV. DISPUTE RESOLUTION

IT IS IMPORTANT THAT YOU READ THIS SECTION CAREFULLY. THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION INSTEAD OF IN A COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION.

A. Binding Arbitration: All disputes arising out of or related to this Agreement that cannot be resolved through good-faith negotiation within thirty (30) days shall be resolved by final and binding arbitration administered in accordance with the rules of the American Arbitration Association. The arbitration shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. Sections 1-16. Either party may elect to bring qualifying disputes in small claims court instead of arbitration.

B. Claim Window: ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN TWO (2) YEARS AFTER THE DATE THE BASIS FOR THE CLAIM FIRST ARISES.

C. Fees and Expenses: Each party shall bear its own costs and expenses associated with arbitration, including attorneys' fees, unless the arbitrator determines otherwise.

XXVI. GENERAL PROVISIONS

A. Entire Agreement: This Agreement, together with any executed quotes and service orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether oral or written.

B. Assignment: Customer may not assign or transfer this Agreement without Teliance's prior written consent. Teliance may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Any prohibited assignment is null and void.

C. Severability: If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

D. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and applicable federal law, without regard to conflict of law principles. The arbitration provisions shall be governed by the Federal Arbitration Act.

E. Notices: All notices under this Agreement shall be in writing and sent to the addresses specified in the applicable quote or service order. Notices may be delivered by email, certified mail, or overnight courier and shall be deemed given upon receipt.

F. Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

G. Survival: The following sections survive termination of this Agreement: Sections VIII (E911), XI (Call Recording), XVI (Data Processing), XVII (Privacy), XVIII (Confidentiality), XIX (Intellectual Property), XX (Limitation of Liability), XXI (Indemnification), XXII (Security Incident Response), XXIII(C-D) (Effect of Termination), XXV (Dispute Resolution), and this Section XXVI.

H. Headings: Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

I. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.