AUTODIAL TELECOMMUNICATIONS LLC TERMS OF SERVICE

DISPUTE RESOLUTION THROUGH ARBITRATION, NOT JURY TRIALS.
These Terms of Service for Autodial Telecommunications LLC (“Autodial Telecommunications”) (this “Agreement”) constitute a legally binding agreement between you (“Customer” or “you”) and Autodial Telecommunications concerning the Autodial Telecommunications Services (“Services”). The Services encompass the systems (including hardware, software, and equipment) through which Autodial Telecommunications offers its VoIP services to Customers and other users. Your utilization of the Services implies your consent to adhere to the terms of this Agreement, as well as Autodial Telecommunications’s then-current version of its Acceptable Use Policy, accessible at www.Autodial.tech. You acknowledge that Autodial Telecommunications would not provide the Services without your acceptance of these terms.

To access the Services, you must be an active Service subscriber with a valid, authorized payment method registered with Autodial Telecommunications. It is essential to note that you are responsible for obtaining your own Internet connection to use the Services, and Autodial Telecommunications has no control over your Internet access or its quality. Autodial Telecommunications will not be held liable for any issues in the Services caused by your Internet connection or any third-party products or services.

Additional Services offered by Autodial Telecommunications can be acquired by users designated as administrators via the Autodial Telecommunications user interface or portal, or by reaching out to Autodial Telecommunications Customer Support. By authorizing users with administrative privileges, you enable them to (i) add these Services to your Autodial Telecommunications account, and (ii) commit you to make payments for these Services in accordance with the terms of your order and this Agreement. Additionally, you grant Autodial Telecommunications permission to charge your credit card account for your current statement balance each month.

You have the option to designate one or more users as an account administrator (“Administrator”) with complete administrative control over your account via the Autodial Telecommunications user interface or portal. The Administrator is the individual who agreed to the terms with Autodial Telecommunications through our online sign-up process or, if the agreement was not entered online, the individual whose name is identified on your order form. The Administrator holds the authority to make various changes to the account, such as service additions, service deletions, user assignments, account cancellations, credit card updates, and more. Furthermore, the Administrator is authorized to handle the porting of your telephone numbers to a carrier other than Autodial Telecommunications. The Administrator may assign additional administrators on the account and reassign “Administrator” status to other users. In cases where you wish to change the Administrator designation and the current Administrator is unable to make the switch, you must submit an email from the Administrator’s registered email address or provide a written request on your letterhead, executed by an officer or owner of your represented company.

If you require information on your account related to customer service records or call log details, you may request this through the Administrator. However, any information provided by Autodial Telecommunications will only be transmitted to the email address on file for the Administrator. The Administrator can also designate one or more “Company Contacts” for the account, who will receive general notices from Autodial Telecommunications concerning account updates, billing, maintenance alerts, and more. Typically, such notices are delivered via email. Initially, the Administrator will be assigned as the Company Contact, but this doesn’t necessarily mean that the Company Contact must be the Administrator.

Autodial Telecommunications reserves the right to adjust the components of specific plans at any time. It also retains the right to modify service plans, features, and pricing, provided that such changes are consistently applied to similarly situated customers. Autodial Telecommunications will make commercially reasonable efforts to provide thirty days’ notice before implementing any proposed changes. Additionally, Autodial Telecommunications may alter pricing if there are government sourced or regulated changes applicable to VoIP providers, resulting in increased costs for VoIP services. Autodial Telecommunications may also include or exclude certain international calling destinations based on commercial or legal judgment. All pricing is exclusive of taxes, fees, and other government charges.

Service Pricing and Changes
By using Autodial Telecommunications Services, you agree to pay the rates, fees, and other service charges as agreed upon in the Service Agreement between the parties or as posted in your user portal, following the payment and billing terms described below. Alongside any applicable usage-based charges, recurring charges, and one-time charges, you also agree to pay all relevant customs duties, sales taxes, import/export fees, value-added taxes, excise taxes, federal, state, local, public utility charges, universal service fees, or any other similar taxes and fees.

Please be aware that Autodial Telecommunications reserves the right to prospectively change the rates and charges for its Services, and you are required to pay the then-applicable rates and charges for the Services you use in line with this Agreement. Autodial Telecommunications will notify you of any rate changes through your portal, by emailing rate decks to your Company Contact email address, or via other commercially reasonable means. While Autodial Telecommunications will make reasonable efforts to provide you with prior notice of rate changes, it is your responsibility to review the applicable rates before using any Autodial Telecommunications Service and to pay all applicable fees and charges based on your usage.

Autodial Telecommunications also reserves the right to make prospective changes to other non-price terms of these Terms of Service and will provide you with a thirty-day advance notice of any such changes that may materially affect you. The revised Terms will be posted on the Autodial Telecommunications website. Changes will become effective on the next business day following the 30-day notice period, and unless you have objected to any changes through written notice to Autodial Telecommunications, you agree to be bound by any changes after this 30-day notice period. You are solely responsible for regularly checking the Autodial Telecommunications website and ensuring that your contact information is up to date.

Billing and Payment
Autodial Telecommunications operates primarily as a prepaid service. By accepting this Agreement, you authorize Autodial Telecommunications to apply all applicable charges and fees incurred under this Agreement to the credit card associated with your account. Prepaid service requires your account to maintain sufficient funds at all times. If your account does not have enough funds, all Services will be immediately suspended without further notice.

Upon initiating Service, you are required to deposit a fixed amount into your Autodial Telecommunications account to establish its initial prepaid value. As you use the Services and deplete the initial value through applicable fees, your credit card may be charged to restore your account value above the low-balance threshold, which you can define in the user interface.

With the exception of usage-based fees, all fees are due in advance on the first day of each billing period. Fees may include monthly recurring charges (“Service Fees”) and other non-recurring charges like activation fees, porting fees, early termination fees, regulatory compliance fees (“Regulatory Recovery Fees”), and government-mandated pass-through fees, such as Universal Service Fund fees (“USF”) and e911 fees (“Fees”). All usage-based charges, Fees, and any other non-recurring charges are due and payable in arrears on the first day of each billing period following the month they were incurred. Equipment and set-up fees must be paid when ordering Services. Please note that all payments, including those made in advance, are non-refundable.

Failure to

pay in full will result in immediate account suspension, and Autodial Telecommunications will not be liable for such suspension. If your payment is more than thirty (30) days past due, Autodial Telecommunications will assess an additional late charge of 1.5% per month (or the highest amount allowed by law, whichever is higher). You are responsible for any fees, including attorneys’ and collection fees, incurred by Autodial Telecommunications in collecting any outstanding balances. Should you cancel the Services, you agree to pay any outstanding balances. Autodial Telecommunications and its agents may use automated telephone dialing equipment or prerecorded messages to contact you in connection with this Agreement or its Services, even if the number used for contact is a cellular telephone number.

During any period of suspension due to non-payment, Services will be unavailable until the account balance is paid in full. In the event of Service termination due to non-payment or other reasons, you understand that no Services will be provided, and your assigned telephone numbers will be immediately reclaimed and no longer available to you.

Contract Termination for Convenience
In addition to Autodial Telecommunications’ right to suspend or terminate Service in accordance with the terms of this Agreement and Autodial Telecommunications’ Acceptable Use Policy, either party may terminate this Agreement at any time without penalty by sending written notice of such termination to the other party at least 30 days before the effective date of termination. Following termination, you may request a refund of your Prepaid Balance from Autodial Telecommunications. Autodial Telecommunications will refund any balance held on your behalf within 30 days of the termination, less any amounts owed to Autodial Telecommunications.

Billing Calculations and Increments
Autodial Telecommunications calculates billable call duration from the receipt of the initial “INVITE” packet to the receipt of the final “BYE” packet. Usage is billed in time increments specified in your user portal and based on the type of traffic, with usage measurement commencing upon the initiation of the first “INVITE” packet.

Actual and Fraudulent Use
As the Customer, you are responsible for all inbound and outbound call traffic costs, regardless of their source, authorization, or scope (“Actual Use”). In the event of unauthorized access to your equipment by a third party, you are accountable for all costs, fees, and charges associated with the unauthorized traffic.

You further agree to bear the risk of loss and assume liability for any prohibited, unauthorized, or fraudulent usage of Services under your Autodial Telecommunications account. If your equipment is breached, and unauthorized activity occurs, you will be responsible for all charges incurred, and Autodial Telecommunications is not obligated to investigate the authenticity of such usage or to take action to prevent it. Autodial Telecommunications may take necessary actions to prevent such usage without notice, including blocking access to particular calling numbers or geographic areas. You acknowledge that fraudulent usage billed to your account will not excuse you from paying for Services or any portion thereof.

Suggestions and Custom Development
If you provide any Suggestions regarding improvements, changes, or new features related to Autodial Telecommunications Services, you irrevocably assign all rights, titles, and interests in and to the Suggestions to Autodial Telecommunications.

In the event that you engage Autodial Telecommunications to develop improvements, changes, or new features related to the Services or your integration of the Services into your environment (“Custom Work Product”), you must do so in writing. Autodial Telecommunications may accept the engagement in writing, and you agree to pay Autodial Telecommunications for the time reasonably incurred in developing the Custom Work Product at Autodial Telecommunications’ hourly development rate of $250/hour. All rights, title, and interest in and to the Custom Work Product and any works, inventions, or other subject matter derived from it, including all intellectual property rights, will remain with Autodial Telecommunications.

E911
If you subscribe to an Interconnected VoIP service offered by Autodial Telecommunications, the Autodial Telecommunications Network can provide your office’s address, name, and phone number to Emergency Services when you dial 911. Enhanced 911 (E911) service is disabled by default and must be enabled by Autodial Telecommunications Support. In such cases, you must provide thirty (30) days’ notice to Autodial Telecommunications if you intend to use the Autodial Telecommunications Network for 911 services.

Emergency Services – 911 Dialing

1. Availability of Emergency Services

At Autodial Telecommunications, our 911 dialing service operates differently from traditional 911 service. We want to make you aware that our service may not support traditional 911 or E911 dialing. It is essential for you to inform any business invitees, guests, and other third persons at the physical location where you use our Services that traditional 911 or E911 dialing is not available. The physical location where you utilize the Service must be an actual physical street address, and not a P.O. box, mail drop, or similar address.

2. Description of 911-Type Dialing Capabilities – Activation Required

Autodial Telecommunications offers 911-type dialing service in certain areas within the U.S., but it may not be available in certain areas or non-U.S. locations. When you dial 911, your call is routed from the Autodial Telecommunications network to the Public Safety Answering Point (PSAP) or local emergency service personnel designated for the address you provided during activation. If you modify your 911 address using our online user interface, your call may be routed to a different PSAP or local emergency service personnel, who may ask for your location and additional information.

Calls dialed by handset extensions included in your Autodial Telecommunications account will be routed to the PSAP or local emergency service personnel designated for the address you provided during activation. If your equipment is used in multiple locations, and you have the necessary functionality activated, you or end users designated as administrators on your account can create additional service locations and associate your equipment with specific locations for the purpose of routing calls to local PSAPs. It is your responsibility to make necessary changes and ensure all relevant individuals are aware of this option. For any Autodial Telecommunications extensions assigned to a non-U.S. 911 location, calls placed to 911 will be routed to a U.S.-based call center that may not offer local emergency assistance to the caller, as subject to applicable local law.

3. Service Outage

You understand and agree that 911 dialing will not function during a power failure or disruption. If a power interruption occurs, the Services and 911 dialing will be unavailable until power is restored, and you may need to reset or reconfigure your equipment before using the Services or 911 dialing. Additionally, any service outages or suspension or termination of service by your broadband provider or ISP will prevent all Services, including 911 dialing, from functioning. You must ensure that your account is up to date and not suspended due to billing issues, as this may also prevent all Services, including 911 dialing, from functioning. Moreover, if there is any service outage for any reason, it will prevent all Service, including 911 dialing.

4. Possibility of Network Congestion and/or Reduced Speed for Routing or Answering 911

Please be aware that network congestion and/or reduced speed in routing a 911 communication made from your equipment may be greater than that experienced with traditional 911 dialing over public telephone networks. Additionally, 911 dialing from your equipment will be routed to the general telephone number for the local emergency service provider, which may not be answered outside business hours. It may not be routed to the specific 911 dispatcher(s) designated to receive incoming 911 calls using traditional 911 dialing. Consequently, the general telephone number for the local emergency service provider may produce a busy signal or take longer to answer compared to calls routed to the 911 dispatcher(s) designated for traditional 911 dialing.

5. Automated Number Identification

In some cases, technical limitations may prevent the PSAP and local emergency personnel from identifying your phone number when you dial 911. The emergency operators answering the call may not see your telephone number or your registered address. Therefore, you must be prepared to provide this information to them. Autodial Telecom Networks’s system is configured to send automated number identification information. However, certain telephone companies or the PSAP itself may be unable to receive this information and pass it along. In such instances, PSAP and emergency personnel may or may not be able to identify your phone number to call you back if the call is dropped, disconnected, or if you are unable to speak.

6. Limitation of Liability and Indemnification Related to 911 Services

While Autodial Telecom will make every effort to provide 911 dialing, you understand that we rely on third parties for forwarding information and routing services. As such, Autodial Telecom and its third-party providers disclaim any liability related to any forwarded information or routing errors. By entering into this Agreement, you agree to hold Autodial Telecom and its officers, directors, employees, affiliates, and agents harmless from any third-party claims, losses, damages, fines, penalties, costs, and expenses arising from or relating to your use of our 911 dialing or services. You further agree to indemnify and defend Autodial Telecom from any such third-party claims, losses, damages, fines, penalties, costs, and expenses.

Number Porting

Customer agrees to the following:

1. During the term of this Agreement, Customer grants Autodial Telecommunications and its agents the authority to initiate porting requests on its behalf for the provision of the Services. Autodial Telecommunications may place Customer’s phone numbers with a new peer without further notice to Customer, except that Autodial Telecommunications will not place Customer’s phone numbers, or otherwise enter into any agreement, that would directly result in the loss of Customer’s phone numbers.

2. Autodial Telecommunications and its agents are authorized to initiate changes to telephone service and obtain service records as needed for the provision of the Services.

3. You may designate additional service locations and associate your equipment with specific locations for the purpose of routing calls to local PSAPs, provided that your system administrator has previously activated that functionality. You are responsible for informing business invitees, household residents, guests, and other third persons at the physical location(s) where you utilize the Services of this option.

Service Compliance and Prohibited Use

You agree to use the Services in compliance with all applicable laws in the jurisdictions where you use the Services. This includes restrictions concerning copyright and other intellectual property rights, as well as regulations regarding call recording, call monitoring, call interception, and direct marketing or telemarketing. Autodial Telecommunications may provide guidelines on compliance with applicable regulations, but it is ultimately your responsibility to ensure compliance with such regulations when using our Services.

You may only use the Services for your own use and not for any commercial service or application or to interfere with the users, services, or equipment of the network. You agree not to use the Services in any way that violates intellectual property rights or any other right of any person or that violates any applicable law. Prohibited use or any action that threatens or compromises the security of Autodial Telecommunications, its vendors, other customers, or the Services, whether directly or indirectly, is strictly prohibited and may result in immediate termination of the Services without prior notice at the sole discretion of Autodial Telecommunications.

Autodial Telecommunications reserves the right to audit, track, and/or monitor your use of the Services to enforce the provisions of this Agreement, protect the interests of Autodial Telecommunications and its customers, and comply with legal requirements. Autodial Telecommunications may also apply proprietary, internal analytics tools or third-party-provided analytics-based tools to identify potentially unlawful use of the Services. Please note that Autodial Telecommunications’s Services do not change the form or content of any given call.

Confidentiality

All rates, fees, charges, network information, and data exchanged between the parties under this Agreement are considered confidential and proprietary. The parties agree not to disclose, directly or indirectly, this confidential information to any third party without prior written permission from the other party during the term of this Agreement and for a period of three (3) years following the end of the term.

Arbitration

In the event of any controversies or disputes between the parties arising out of or related to this Agreement, both parties agree to resolve them through binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in or near Washington, D.C., and the arbitrator shall be bound by the laws of the State of New York. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be enforced in any competent court of law. The parties also agree to waive their right to a trial by jury.

Limitation of Liability

Except as otherwise provided in this Agreement or for liability directly caused by Autodial Telecommunications’ reckless or intentional misconduct, Autodial Telecommunications will not be liable to you for any indirect, incidental, special, consequential, or exemplary damages. This includes damages for loss of profits, revenues, customers, opportunities, goodwill, use, data, or patent infringement or violation of any other intellectual property right, even if you claim to hold such rights. Autodial Telecommunication’s aggregate liability will not exceed the total amount you actually paid Autodial Telecommunications under this Agreement in the six-month period preceding the event giving rise to the claim.

Warranty

Autodial Telecommunications does not warrant the Services or the accuracy or correctness of the results of the Services. All Services, materials, software, or equipment are provided “as is” to the fullest extent permitted by law.

Indemnification

You agree to hold harmless, indemnify, and defend Autodial Telecommunications, its officers, directors, and employees from and against any claims, losses, damages, liabilities, costs, fines, and expenses arising out of or relating to any third-party claim relating to your use of the Services or your breach of this Agreement.

Entire Agreement

This Agreement, along with any Service Agreement and any attachments and addenda, constitutes the entire agreement between the parties, superseding any other written or oral agreements between them.

Severability

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

Survivability

Provisions that logically ought to survive termination of this Agreement shall survive, including sections relating to confidentiality, arbitration, indemnification, and limitations of liability.