Terms & Conditions

This Agreement ("Agreement") is entered into by and between Clarity Communication Advisors, Inc. ("Clarity"), a Michigan corporation with its principal office located at 2 Corporate Drive, Suite 250, Southfield, Michigan 48076, and the purchaser of Clarity's services and/or products ("Customer" or "you"). This Agreement governs Customer's purchase and use of any Clarity offerings, including but not limited to Clarity software subscriptions; unified communications services; voice, data, Internet access, connectivity, email, fax, hosting, data backup, and storage services; equipment and hardware (including but not limited to Device-as-a-Service "DaaS" offerings); SD-WAN solutions; 911 and E911 emergency services connectivity; conversation intelligence and AI-powered analysis services; wireless and mobile communications services, including services resold from third-party wireless carriers; and all other VoIP, wireless, and cloud-based communications services, whether provided as telecommunications services, commercial mobile radio services, information services, or ancillary services. By purchasing or using any of the above services or equipment (collectively, the "Services"), you agree to be legally bound by these Terms and Conditions. By entering into this Agreement, Customer represents, warrants, and agrees that you are of legal age and possess the capacity and authority to enter into and be bound by this Agreement. If you are entering into this Agreement on behalf of a legal entity, you are fully authorized to bind such entity, and all references to "Customer" or "you" shall be deemed to include both the individual and the entity represented. Any individual designated by you as an "Authorized Administrator" of your Services account is empowered to manage, configure, and modify the Services and to make purchases or changes to your account. You are solely responsible for all acts and omissions of your Authorized Administrator(s) and any other user associated with your account, including any changes or purchases made through or to your Services. This Agreement incorporates by reference, and is subject to, the current published versions of the following Clarity documents, each as posted at www.clarityvoice.com and as amended from time to time: the Privacy Policy, the 911 Statement, the Acceptable Use Policy, the Device-as-a-Service Rental Terms, the Conversation Intelligence & AI Services Addendum (collectively with this Agreement, the "Terms"). Each such document carries its own version date, and the version in effect is the most recently published version, whether published separately or as part of a combined document. "Conversation Data," "vCon," "De-identified Data," and "Conversation Intelligence Services" have the meanings given in the Conversation Intelligence & AI Services Addendum and Section 40 of this Agreement.

1. 911, E911 AND OTHER EMERGENCY SERVICE LIMITATIONS.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES PROVIDED BY CLARITY, INCLUDING ANY ASSOCIATED EQUIPMENT, DO NOT FUNCTION IN THE SAME MANNER AS TRADITIONAL WIRELINE TELEPHONE SERVICES WITH RESPECT TO 911 OR E911 EMERGENCY CALLING. THE SERVICES MAY BE SUBJECT TO NETWORK AND ELECTRICAL OUTAGES, INTERNET SERVICE DISRUPTIONS, OR OTHER TECHNICAL LIMITATIONS THAT COULD DELAY OR PREVENT THE COMPLETION OF 911 OR E911 CALLS. DETAILS OF THESE LIMITATIONS ARE PROVIDED IN CLARITY'S 911 STATEMENT, WHICH CUSTOMER HEREBY AGREES TO REVIEW AND ELECTRONICALLY SIGN PRIOR TO SERVICE ACTIVATION. CUSTOMER FURTHER AGREES TO PROMINENTLY INFORM ALL USERS, EMPLOYEES, AGENTS, GUESTS, OR OTHER THIRD PARTIES WHO MAY PLACE CALLS VIA THE SERVICES OF THE LIMITATIONS ASSOCIATED WITH 911, E911, AND OTHER EMERGENCY SERVICES. CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ENSURING THAT ALL USERS UNDERSTAND AND ACKNOWLEDGE THESE LIMITATIONS. CLARITY SHALL NOT BE LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS ARISING FROM CUSTOMER'S FAILURE TO PROPERLY INFORM END USERS OR FROM THE FAILURE OF 911 OR E911 SERVICES UNDER THESE LIMITATIONS.

2. TERM.

The initial term of this Agreement ("Initial Term") shall begin on the Activation Date, as defined in Section 5. The Initial Term shall continue for the period stated in the applicable Order. Unless otherwise specified, after the Initial Term, this Agreement shall automatically renew for successive periods of twelve (12) months or for the Initial Term duration, whichever is shorter (each, a "Renewal Term"), unless either party provides at least thirty (30) days' prior written notice of non-renewal. Additional Services purchased during the Term shall be coterminous with the Agreement unless expressly designated as part of a new agreement. Customer acknowledges and agrees that once onboarding or provisioning has commenced, this Agreement is non-cancellable, except as provided in Sections 7 and 18, and all fees due under the Agreement are fully earned and payable. Any Customer delay, inaction, or failure to complete setup shall not affect the Agreement's enforceability or Clarity's right to full payment. Clarity reserves the right to impose a reactivation fee for services that are suspended due to Customer non-payment, unauthorized termination, or other default.

3. ORDER ACCEPTANCE, AUTHORITY, AND RATIFICATION.

(a) Clarity's Acceptance of Orders. Each Order submitted by Customer is subject to acceptance by Clarity. Activation of Services by Clarity shall be deemed Clarity's acceptance of the Order. Notwithstanding the foregoing, Clarity reserves the right, exercisable within thirty (30) days following the Activation Date, to rescind any Order by written notice to Customer if Clarity reasonably determines that the Order was entered as a result of a material clerical error, manifest pricing error, or unauthorized commitment by Clarity personnel acting outside the scope of their authority. Upon such rescission, Clarity shall refund any prepaid Service fees attributable to Services not yet rendered, and neither party shall have any further obligations under the rescinded Order except for those provisions that by their nature survive termination.

(b) Customer's Authority. Customer represents and warrants that the individual entering into this Agreement and any Order on Customer's behalf has full legal power and authority to bind Customer to this Agreement and such Order. Customer further agrees that it shall not contest the validity, enforceability, or binding effect of this Agreement or any Order on grounds of any alleged lack of authority of such individual, lack of corporate authorization, or similar grounds.

(c) Ratification by Continued Use. Customer's continued use of the Services beyond thirty (30) days following the Activation Date shall constitute Customer's express ratification of this Agreement, of any applicable Order, and of the authority of the individual who entered into the Agreement and Order on Customer's behalf. Following such thirty (30)-day period, neither party may challenge the enforceability of this Agreement or any Order solely on the basis of an alleged lack of authority of the individual who executed the Agreement or Order on its behalf.

4. METHOD OF COMMUNICATION AND NOTICE.

Clarity primarily communicates with Customers via email and text message, using the contact email address and mobile telephone number provided by Customer at the time of account setup or as subsequently updated in writing. These methods shall constitute the agreed and effective means of delivering all required notices, including service updates, billing matters, invoices and payment notifications, outages, policy changes, and other time-sensitive information. By providing an email address or mobile telephone number, Customer consents to receive account, billing, service, and transactional communications at those addresses and numbers, and represents that it is authorized to provide them. Message and data rates may apply to text messages. Customer is solely responsible for monitoring its designated email account(s) and mobile number(s) and ensuring that Clarity's messages are not filtered, blocked, or ignored. Any notices required to be provided by Customer under this Agreement shall be given via (i) telephone to Clarity at (800) 676-3995 or (248) 327-4390; or (ii) U.S. Postal Service mail to: Clarity Voice, 2 Corporate Drive, Suite 250, Southfield, MI 48076. Notices sent by mail shall be deemed effective three (3) business days after posting. Customer Feedback. To the extent that Customer or its end users voluntarily provide Clarity with any feedback, suggestions, enhancements, concepts, ideas, or other input regarding Clarity's Services ("Feedback"), Customer hereby grants Clarity a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, copy, modify, distribute, and create derivative works from such Feedback for any purpose, without any obligation of confidentiality, attribution, or compensation.

5. CHARGES.

Billing for recurring Services shall commence on the earlier of (i) the date Clarity makes Services available for Customer's use, or (ii) thirty (30) days after Customer's acceptance of the applicable Order (the "Activation Date"). Customer agrees that Clarity may initiate billing upon the Activation Date regardless of whether Customer delays implementation or usage of the Services. Charges for activation, equipment, and other items listed in the "Today's Charge" column of the Order are due immediately upon Order placement. Recurring Services will be invoiced in advance on the first day of each billing cycle. Clarity establishes and may change the billing cycle applicable to Customer's account, which may be a calendar-month cycle or a cycle beginning on the anniversary of the Activation Date, and may change the billing cycle upon notice. Where Services are activated, added, upgraded, or changed during a billing cycle, Clarity will pro-rate the recurring charges for the remainder of that cycle, and may, in its discretion, bill such pro-rated charges upon activation or include them on the next full invoice. Usage-based and other non-recurring charges will be invoiced in arrears. Billing for DaaS Devices commences as provided in the DaaS Rental Terms and is not contingent on the activation, availability, or use of any other Service. Customer shall pay for all Services and Products provided under this Agreement at the rates specified in the Customer's Order. Ancillary items and functions requested by Customer that are not listed on the Order — including, but not limited to, port-out processing, customer service records (CSRs), directory assistance, and other administrative items — are charged at Clarity's then-current rates, which Clarity will quote or otherwise make available to Customer at or before the time of the request. Customer is responsible for all usage charges incurred under its account, whether authorized, unauthorized, or fraudulent, including charges for international calling and directory assistance. International calling is disabled by default and shall only be enabled upon Customer's written request. Once enabled, Customer remains responsible for all international charges incurred, including those resulting from unauthorized or fraudulent access.

6. PAYMENT AND PAYMENT METHOD.

Customer agrees to pay all fees and charges for Services and Products as set forth in the applicable Order and in accordance with these Terms and Conditions. Customer shall maintain a valid authorized electronic payment method on file at all times. Unless otherwise agreed in writing, all charges (including but not limited to recurring service fees, activation fees, equipment costs, and any applicable taxes or surcharges) shall be billed to Customer's credit card, debit card, or other authorized electronic payment method prior to equipment shipment and/or service activation. Clarity may, in its sole discretion and upon such conditions as it determines, permit a Customer to remit payment by check or by Customer-initiated electronic funds transfer; any such accommodation applies only to the Customer and period for which it is granted, may be withdrawn by Clarity at any time, and does not relieve Customer of the obligation to maintain a valid electronic payment method on file. By entering into this Agreement, Customer expressly authorizes Clarity to automatically charge the designated payment method for all recurring and one-time charges during the term of the Agreement, including any Renewal Term, until the Agreement is validly terminated pursuant to Section 2. This includes, without limitation, monthly service fees, usage-based charges, administrative fees, any applicable late or disconnect fees, and any Disconnect Fee assessed under Section 7. Customer is responsible for maintaining accurate and valid payment information at all times. Accepted payment methods include Visa, MasterCard, American Express, Discover, and ACH bank drafts (or, for Canadian Customers, Visa, MasterCard, or Discover only). Customer agrees to promptly notify Clarity of any changes to its payment method or contact information, including email address, mobile telephone number, account number, or card expiration date. Failure to maintain a valid payment method may result in immediate service suspension and applicable disconnection or reactivation fees. A fee of the greater of $20 or 2% will apply to each non-electronic check or cheque. A $25 fee will apply to any invalid ACH bank draft or returned payment. A $100 administrative fee will apply to any credit card chargeback initiated by Customer that is subsequently rejected, withdrawn, or resolved in Clarity's favor. Customer shall also be responsible for Clarity's reasonable, documented administrative and collection costs directly resulting from such chargebacks, which may be invoiced to Customer or pursued through collections. If any of these charges are not permitted by applicable law, the maximum amount allowed by law shall apply instead. Customer may not revoke payment authorization without simultaneously providing a substitute valid method of payment. Revocation of payment authorization without simultaneous provision of a substitute valid method of payment (which may include an alternate credit card, debit card, or ACH bank draft authorization) shall constitute a material breach of this Agreement if Customer fails to provide an alternative valid payment method and fails to timely pay amounts due under this Agreement, entitling Clarity to suspend Services and pursue any remedies otherwise available under this Agreement or applicable law. Upon termination of the Agreement, Clarity may charge any remaining balance, disconnection fees, Disconnect Fees assessed under Section 7, or unpaid charges to the last payment method on file. If the designated method fails for any reason, Clarity may continue to attempt billing or refer the matter to collections. Clarity reserves all rights to suspend Services, terminate the Agreement, or pursue any lawful remedies (including collection of unpaid amounts and recovery of reasonable attorneys' fees and costs) if Customer fails to make timely payments or fails to maintain a valid payment method as required by this Agreement.

7. CANCELLATION, DISCONNECT FEES, AND DOWNGRADES.

Customer must notify Clarity of its intent to cancel any or all Services at least thirty (30) calendar days in advance of the next billing cycle to avoid charges for the following cycle. Cancellations must be initiated by calling Clarity at (800) 676-3995 and following Clarity's validation and cancellation process. Clarity will then send a confirmation email to Customer summarizing the cancellation request, which Customer must complete and return to finalize the cancellation. Service is not deemed cancelled until this process is fully completed. Failure to follow the above cancellation process will result in continued billing and Customer's responsibility for all associated fees. Porting out of telephone numbers does not constitute notice of cancellation and does not relieve Customer of any obligations under this Agreement. Customer will not be entitled to any refund, credit, or proration for partial months or unused Services. Upon cancellation, all accrued and unpaid amounts then due under the Agreement shall become immediately due and payable. Early cancellation of Services (in whole or in part) prior to the expiration of the Initial Term or any Renewal Term will cause Clarity to incur damages that are difficult or impracticable to calculate, including (i) substantial up-front and ongoing costs of providing the Services, (ii) customer acquisition and implementation expenses, and (iii) loss of expected gross margin on Services that would have been provided during the remainder of the Term. Accordingly, as agreed-upon liquidated damages and not as a penalty, Customer shall pay a Disconnect Fee equal to the greater of (a) seventy-five percent (75%) of the remaining Monthly Recurring Charges due for the balance of the current Term, or (b) the total amount of discounts or incentives previously applied to Customer's account, plus (c) the full Monthly Recurring Charge for the month in which termination occurs. Any reduction in Services, volume, features, lines, or value of the Customer's account shall be considered a downgrade and treated as an early termination of the reduced portion of the Services, unless Clarity expressly agrees otherwise in writing. In such case, the Disconnect Fee set forth above shall apply on a proportional basis to the reduced or terminated portion of the Services, calculated based on the Monthly Recurring Charges attributable to that portion for the balance of the current Term. The Disconnect Fee is due upon termination and may be charged to any payment method on file in accordance with Section 6. Clarity may invoice or charge the full remaining Monthly Recurring Charges due for the balance of the current Term and apply a credit or refund of the difference between that amount and the Disconnect Fee, in which case the net amount retained by Clarity shall be the Disconnect Fee.

Authority to Bind Clarity. Any waiver, modification, release, or amendment of any provision of this Agreement, or of any of Customer's obligations under this Agreement — including without limitation obligations relating to cancellation, downgrades, Disconnect Fees, credits, discounts, late fees, or overdue amounts — shall be valid and binding on Clarity only if set forth in a writing signed by an officer of Clarity at the Vice President level or higher. Customer acknowledges and agrees that no other Clarity employee or representative has authority to grant any such waiver, modification, release, or amendment, regardless of any internal operational authority Clarity may delegate to such employee for the handling of routine customer matters. Customer acknowledges that it is not authorized to rely on any oral or written statement, agreement, email, or representation from any Clarity employee below the Vice President level as effecting any such waiver, modification, release, or amendment, and any such purported act shall be of no force or effect against Clarity.

8. CREDITS, DISCOUNTS AND PROMOTIONS.

Customer acknowledges and agrees that Clarity's Services and Products are provided "as is" and "where is," and may not be available at all times or in all locations. No credit, refund, or offset shall be provided for interruptions, outages, delays, or unavailability of Services, regardless of cause, unless expressly stated in a separate written service level agreement signed by Clarity. Any credits that Clarity elects to issue shall have no monetary value, are non-refundable, non-transferable, and may not be exchanged for cash or applied to any other account. Credits may only be used on the specific account to which they were issued and shall expire pursuant to the terms and conditions applicable to the specific credit or program. No unused or expired credits shall roll over or be reinstated upon termination of Services. All discounts and promotional offers must be requested by Customer at the time of purchase and shall apply only to the specific Services or Products identified in the Order. Discounts and promotions are not cumulative and may not be applied retroactively under any circumstances. Customer waives any claim for promotional pricing if such promotion was not requested and confirmed in writing by Clarity at the time of order. Clarity reserves the right to terminate, modify, or discontinue any discount, credit, or promotional program at any time without notice, unless otherwise agreed in a written instrument signed by a Clarity representative at the Vice President level or higher. No verbal, implied, or past practice-based discount shall be binding on Clarity.

9. TAXES.

All prices and fees for Services and Products are exclusive of any applicable taxes, levies, duties, or governmental charges of any kind, including without limitation customs duties, sales tax, use tax, value-added tax (VAT), excise tax, utility user tax, regulatory fees, universal service fees, and any similar federal, state, local, or foreign assessments (collectively, "Taxes"). All such Taxes shall be the sole responsibility of Customer and will be added to the charges on Customer's invoice, unless Customer provides Clarity with a valid and properly executed exemption certificate in advance of billing. Customer agrees that it is solely responsible for determining whether it qualifies for any tax exemption and for providing timely, accurate exemption documentation. If any amounts paid by Customer are later refunded by Clarity for any reason, the portion of such refund attributable to Taxes may not be refundable, subject to applicable law and regulatory rules. Clarity shall not be liable for, and Customer shall indemnify and hold Clarity harmless from, any penalties, interest, or liabilities arising from Customer's failure to pay Taxes or to provide valid exemption documentation.

10. REGULATORY FEE.

Clarity may charge one or more monthly fees to offset costs it incurs in complying with obligations imposed by federal, state, or local regulatory authorities, including but not limited to legal compliance, billing system modifications, administrative burdens, and governmental inquiries. These fees may include, without limitation, regulatory compliance fees, administrative fees, cost recovery surcharges, and other similar charges imposed by Clarity at its discretion. Customer acknowledges and agrees that such fees are not taxes or governmental charges and may be assessed regardless of whether they are expressly mandated by any particular regulation or statute. Customer further agrees to pay all such regulatory, administrative, and cost recovery fees as part of its obligation under this Agreement. Clarity reserves the right to modify the nature and amount of such fees from time to time to reflect changes in its compliance costs or applicable regulatory environment.

11. OVERDUE CHARGES.

All payments are due in full upon the invoice date. Unless otherwise agreed in writing, any undisputed amount not received by Clarity within sixteen (16) calendar days after the invoice date shall be deemed overdue and subject to a late fee of the greater of twenty-five dollars ($25) or one and one-half percent (1.5%) of the overdue amount per month (or the maximum rate permitted by law, if lower), compounded monthly. If any undisputed charges remain unpaid for thirty (30) days or more from the invoice date, Clarity may suspend some or all Services immediately and without further notice to Customer. Reinstatement of suspended Services may be subject to a reactivation charge equal to one (1) month's Monthly Recurring Charges then in effect, payable in advance of service reactivation. Customer shall also be responsible for any and all costs and expenses incurred by Clarity in collecting overdue amounts, including but not limited to attorneys' fees, collection agency fees, court costs, and any other legal or administrative fees arising from enforcement efforts. No waiver of Clarity's rights under this Section shall be valid unless made in a signed writing by a Clarity representative at the Vice President level or higher.

12. RATE CHANGES.

Clarity reserves the right to change its prices, plans, taxes, surcharges, regulatory fees, and other charges associated with the Services at any time, in its sole discretion. However, for Services expressly listed in Customer's Order and subject to a remaining Agreement Term of more than thirty (30) days, Clarity will not increase the base Monthly Recurring Charges for those listed Services during the balance of the Term, except as provided below. Clarity may adjust its rates at any time without notice for any of the following: (a) changes in applicable taxes, regulatory fees, or governmental surcharges; (b) international toll calling rates and pass-through costs from third-party carriers; (c) charges for items or Services not explicitly identified in the Customer's Order. Customer acknowledges that any such changes may be applied automatically and without further notice. For all other Services or pricing items not contractually fixed in the Order, Clarity may change prices at any time with or without notice.

13. DISPUTED CHARGES.

Customer must notify Clarity in writing of any disputed portion of an invoice within thirty (30) calendar days from the invoice date. Such notice must identify the specific charge(s) in dispute and include reasonable supporting documentation. If Customer fails to dispute any charge within this 30-day period, the charge shall be deemed accepted and waived. Undisputed portions of an invoice must be paid when due. Clarity will review timely disputes in good faith and will notify Customer of its determination within ten (10) business days of receiving the written dispute notice. Any amounts determined by Clarity to be validly owed shall become immediately due upon such determination. If Clarity determines that a billing error resulted in Customer being overcharged, Clarity will issue a Billing Credit to the applicable Customer account in the amount of the verified overcharge. Billing Credits shall not relate back more than three (3) months from the date Customer first notifies Clarity of the billing dispute. Billing Credits shall be Customer's sole and exclusive remedy for any billing errors or disputed charges, and Clarity shall have no further liability or obligation in connection therewith. If Customer initiates a chargeback or check rejection through a financial institution without first following the dispute procedure outlined in this Section, and the charge is later determined by Clarity to be valid, Clarity reserves the right to immediately suspend or terminate Customer's Services and to pursue any other legal or equitable remedy. Customer shall be solely responsible for all transactions and usage under its account, whether authorized or unauthorized, including any fraudulent use by end users, employees, or third parties. CLARITY SHALL HAVE NO LIABILITY FOR ANY UNAUTHORIZED ACCESS TO OR USE OF CUSTOMER'S ACCOUNT OR SERVICES.

14. CREDIT LIMIT.

All Services provided to Customer under this Agreement are subject at all times to Clarity's ongoing credit approval and review. Clarity may, in its sole discretion and without prior notice, establish, modify, suspend, or revoke any credit limit, payment term, or billing arrangement applicable to Customer. Clarity reserves the right to require a deposit, advance payment, or other form of financial security from Customer at any time as a condition of continued or additional Services. Clarity may also bill immediately for any accrued charges using any authorized Payment Method on file. Clarity shall have no liability for any suspension, delay, or refusal to provide Services based on a reassessment of Customer's creditworthiness. Clarity's exercise of rights under this Section shall be in addition to, and not in limitation of, its rights under any other Section of this Agreement, including those related to service suspension, termination, and collection of unpaid charges.

Customer acknowledges and agrees that Clarity may, in connection with the collection of delinquent amounts under this Agreement, share Customer's account and payment information with collection agencies, consumer and commercial credit reporting agencies and bureaus, and other similar entities. Any amounts that become delinquent and remain unpaid may be reported to such entities by Clarity or its collection partners, to the extent permitted by applicable law. Customer understands that such reporting may impair Customer's ability to obtain credit, financing, or other services in the future. Nothing in this Agreement authorizes reporting information concerning any individual unless such individual is personally obligated under the Agreement or has otherwise provided any consent required by applicable law.

15. PRODUCT INFORMATION IN ADVERTISING AND MARKETING COLLATERAL.

Clarity strives to provide accurate and up-to-date descriptions of its Services, Products, and features in its advertising, marketing materials, website content, and sales collateral. However, Clarity does not guarantee that any such information is complete, current, accurate, or free from typographical or technical errors. This includes, but is not limited to, information regarding pricing, features, availability, bundled offers, and technical specification. All such materials are provided solely for general informational and promotional purposes and do not form part of this Agreement or any contract between Customer and Clarity. In the event of any conflict between promotional materials and this Agreement (including the Order), the terms of this Agreement shall govern. Clarity expressly reserves the right to correct errors and to modify or discontinue advertised Services or features at any time, without obligation or liability, and without prior notice, even after Customer has relied on such materials unless specifically incorporated in a mutually signed written agreement.

16. CUSTOMER SECURITY POLICY.

a. Password Information.

Customer is solely responsible for managing and securing all usernames, passwords, and login credentials used in connection with the Services. Customer agrees to: (i) change all passwords immediately upon learning or suspecting any compromise or unauthorized access; (ii) protect all credentials from theft, loss, and unauthorized disclosure using reasonable security measures; and (iii) avoid transmitting, storing, or caching passwords in unsecured formats, including browser auto-fill or shared files.

b. End Points.

Customer agrees to implement and maintain commercially reasonable safeguards on all devices used to access the Services, including IP phones, computers, routers, and mobile devices. These safeguards shall include strong passwords, session timeouts or auto-locking screensavers, up-to-date antivirus software and firewalls, and network segmentation and access controls. Customer acknowledges that IP phones and similar hardware present the same security vulnerabilities as computers and must be protected accordingly.

c. Updates.

Certain Service features may require software, firmware, or hardware updates. Customer agrees to promptly download and install all updates provided by Clarity and to ensure security-related functionality is properly configured and activated. Customer acknowledges that failure to install updates may result in degraded or unstable service functionality.

d. Account/End User Management.

Customer is responsible for all activity on its account, including any actions by end users, administrators, or unauthorized third parties. Authorized users may have the ability to change numbers or service plans, modify payment methods, enable or disable features, alter contract terms, or trigger early termination or fees. Customer is solely responsible for controlling user permissions and monitoring all account activity. Customer agrees to disable international calling and block suspicious inbound calls if not needed, to disable email attachments containing voicemails or faxes unless necessary, to monitor end-user activity regularly, to immediately notify Clarity of any suspected security incidents and cooperate fully with investigation and remediation, and to train all users on appropriate security measures.

e. Disclaimer of Data Storage Responsibilities.

Clarity's role is limited to transmitting communications and providing incidental data storage on a best-efforts basis. Even if Customer purchases add-on storage such as call recording retention, Clarity does not guarantee the preservation, availability, or integrity of any stored data. Customer agrees that Clarity has no obligation to store, back up, or retain any Customer communications or data. Customer is solely responsible for maintaining backups outside Clarity's system. Customer acknowledges that stored data may be deleted without notice, including after Customer deletes the data or terminates Services. Clarity may impose limits on storage capacity or duration at its discretion.

17. CONSENT TO ELECTRONIC SIGNATURES AND RECORDS.

Customer acknowledges and agrees that Clarity may provide access to its Services and related agreements, notices, and communications electronically through its websites or other online platforms. By clicking "I Agree," "I Accept," or taking any similar action (including submitting a form, executing an electronic signature, or continuing use of the Services), Customer consents to conduct transactions electronically and to enter into legally binding agreements in this manner, including but not limited to this Agreement. Customer further agrees that such electronic actions constitute a valid and enforceable signature, and represent Customer's intent to be bound by the terms of any transaction or agreement entered into through Clarity's electronic systems. Customer affirms that it has access to review, store, and print copies of this Agreement and any other related contracts, records, or notices, and agrees to receive all such materials in electronic form unless and until Customer withdraws consent in writing. Clarity may rely on Customer's continued use of its electronic systems as ongoing affirmation of this consent.

18. CLARITY'S RIGHT TO TERMINATE SERVICE.

Clarity may modify the terms of this Agreement or the Services at any time upon written or electronic notice to Customer. If any modification permanently and materially diminishes the core functionality of the Services, as determined by Clarity in its reasonable discretion, Customer may terminate the affected Services within thirty (30) days of receiving notice of the modification, without incurring Disconnect Fees. Customer's continued use of the Services beyond that thirty (30)-day period shall constitute acceptance of the modified terms. Clarity may terminate this Agreement or suspend any Services at any time, with or without cause, upon thirty (30) days' written notice to Customer. In addition, Clarity may terminate this Agreement or suspend Services immediately and without notice if: (i) Customer breaches this Agreement or any incorporated policy; (ii) Clarity suspects fraudulent activity or misuse of payment methods; (iii) Customer has created or used multiple accounts to evade payment or usage restrictions; (iv) Customer engages in abusive, harassing, or inappropriate conduct toward Clarity personnel; (v) Customer fails to comply with applicable law or is credibly alleged to have violated regulatory obligations; (vi) Clarity is directed by a law enforcement or governmental authority to suspend or terminate the account; (vii) Customer becomes insolvent or subject to bankruptcy or receivership proceedings; (viii) Clarity determines, in its sole and reasonable discretion, that such action is necessary to protect the Services, prevent harm to Clarity or others, or for any other good cause; or (ix) as otherwise provided in this Agreement. Upon termination or suspension of Customer's Services, Clarity may deactivate or delete Customer's account and related data and restrict further access to the Services or stored content. Clarity shall not be liable for any losses or claims arising from such deactivation, deletion, or access restriction. Customer agrees that upon any termination or suspension of Services, no refunds, pro rata credits, or reimbursements shall be due for any amounts prepaid or billed prior to the effective date of termination. Customer's obligation to pay all accrued charges, fees, and penalties shall survive the termination of this Agreement.

19. PHONE NUMBERS.

Any phone number assigned to Customer by Clarity shall be used solely in connection with Clarity's Services. Customer shall not use, port, or transfer such number with or to any other service provider except as permitted in this Agreement. Customer acknowledges that, in franchise arrangements, Clarity may assign certain phone numbers to the franchisor rather than to the franchisee. In such cases, the franchisor shall retain full control over the phone number, including caller ID, porting rights, and directory listings, and may authorize the use of that number by the franchisee through Clarity's remote call forwarding functionality. In such situations, the franchisee shall have no independent ownership or rights in the number. Clarity permits port-out of phone numbers listed on Customer's current invoice in accordance with applicable rules of the Federal Communications Commission (FCC) and other applicable telecommunications laws and industry regulations. Porting requests must be accurate and initiated by an authorized party. Any voluntary transfer of a ported-in number to another Customer is considered immediate, irreversible, and permanent. Customer represents and warrants that all information provided in connection with any porting request, including any Letter of Agency, shall be accurate and complete. Upon termination or cancellation of the Customer's account, Customer's rights with respect to any telephone number not successfully ported out shall thereafter be governed by applicable FCC rules, carrier requirements, and Clarity's number management policies in effect at the time of termination. The same applies to any partially terminated Services. Upon request at termination, Clarity will make commercially reasonable efforts to assist with port-out, subject to Clarity's then-current rates and cooperation from third parties. Customer understands that Clarity has no control over the timing or outcome of porting and shall not be responsible for porting delays, failures, or misrouted ports caused by Customer, its agents, or any third-party service providers. Customer further acknowledges that all number porting activities are subject to applicable telecommunications laws and industry regulations, and may be governed by the terms of third-party carriers. Customer agrees not to violate any such laws or engage in deceptive or fraudulent porting practices, including but not limited to unauthorized service provider changes ("slamming") or providing false or misleading authorization information. To request the porting-in of a number to Clarity, Customer must follow Clarity's required process and provide all requested information, including a signed Letter of Agency. To port a number out, Customer must follow the instructions provided by the receiving service provider and must also respond to all requests for information or cooperation from Clarity and any other provider involved. Customer understands that successful porting requires accurate matching of account details and may require purchase of a Customer Service Record (CSR) to verify existing information. Clarity is not responsible for porting delays or failures due to Customer error, carrier actions, or other events beyond Clarity's control. Customer acknowledges that phone numbers associated with Customer's account may be ported out without Customer's authorization due to acts or omissions by third parties. Clarity cannot guarantee that such unauthorized ports can be prevented, reversed, or corrected, and disclaims all responsibility and liability for such occurrences. Customer, its end users, and its agents shall not publish, advertise, invest in, or otherwise rely on any phone number until they have confirmed that the number is active and properly functioning. This includes test-calling the number from an external network and confirming that usage charges are acceptable. Failure to do so is at Customer's sole risk. For the avoidance of doubt, a franchisor's status as subscriber of record for a telephone number confers control of the number, the associated account, and account and call-detail information as described in this Agreement; access to the content of communications (including recordings, transcripts, and message content) is governed exclusively by the Conversation Intelligence & AI Services Addendum, any written data access agreement between Clarity and the franchisor, and applicable law.

20. ANCILLARY SERVICES.

Certain ancillary Services provided by Clarity — including but not limited to caller name identification (e.g., caller ID with name) and directory listing services — are dependent on availability and functionality provided by Clarity's underlying carriers and third-party data providers. Clarity does not guarantee that such Services are available for all numbers or in all serving areas, or that information displayed or published will be correct, complete, or current. Directory listing updates submitted by Clarity are provided as a courtesy only. Clarity does not guarantee that such listings will be published accurately or at all. Customer acknowledges and agrees that, if it subscribes to directory listing services through Clarity: (i) the information provided by Customer may be disclosed to third parties, made publicly available, and used or republished without limitation; (ii) Clarity may not be able to update, correct, suppress, or remove any such listings once published; (iii) Clarity disclaims all responsibility for any direct or indirect effects resulting from publication or non-publication of Customer's directory listing information; and (iv) as a result of directory publication or errors therein, Customer may or may not receive calls, messages, mailings, or other communications from third parties, and Clarity shall have no liability relating to such communications or lack thereof. Customer represents and warrants that all information provided in connection with the directory listing service is, and shall remain, true, accurate, current, and complete, and agrees to update such information promptly if it changes. By submitting any such information, Customer grants to Clarity a worldwide, irrevocable, royalty-free, non-exclusive, fully paid license to use, disclose, transmit, and publish such information in any form or media now known or later developed. Customer hereby releases, discharges, and agrees to hold harmless Clarity, its affiliates, officers, employees, contractors, and data providers from and against any and all liability, claims, or damages arising out of or relating to the publication, use, non-use, or accuracy of directory listing information submitted through Clarity or its Services.

21. ADDITIONAL VOIP SERVICE TERMS.

Clarity's VoIP Services do not support certain types of calls, including but not limited to 0+ dialing or operator-assisted calls (such as collect calls, third-party billing calls, 900-number calls, or calling card access). These call types are not enabled and will not be completed through Clarity's network. Clarity's VoIP Services may also be unable to support access to abbreviated dialing codes (including 211, 311, 411, 511, or other "N11" services) in one or more service areas. Such access may be limited or unavailable, except as specifically provided elsewhere in this Agreement or where otherwise required by applicable law. Customer acknowledges that it is responsible for informing its users of these limitations and agrees that Clarity shall have no liability for any service disruption, missed communication, or damage resulting from the lack of access to these unsupported call types.

22. SERVICE REQUIREMENTS/LIMITATIONS.

Customer acknowledges that certain aspects of the Services are subject to legal, technical, or industry limitations. Customer is solely responsible for ensuring that its use of such features complies with all applicable laws, rules, and third-party requirements, and agrees to indemnify and hold Clarity harmless from any claims or penalties arising from misuse or noncompliance.

a. Caller ID.

Customer acknowledges that the display, transmission, and disclosure of Caller ID and other origination-related information may be subject to federal, state, or carrier-specific regulations, including but not limited to the Truth in Caller ID Act and related privacy obligations. Customer agrees to comply with all applicable Caller ID and spoofing laws and regulations. Clarity does not guarantee that any Caller ID or related information will be displayed or transmitted in connection with any communication and disclaims all responsibility for the display or accuracy of such data.

b. Text-to-Voice and Voice-to-Text.

Customer acknowledges that any features enabling the conversion of text to speech or voice to text (the "Voice/Text Features") are offered solely for convenience and are not guaranteed to be accurate, comprehensive, or error-free. These features may fail to transcribe or articulate content correctly or fully. Neither Customer nor its end users shall rely on these features as a substitute for reviewing the original voice or text content. Customer is solely responsible for verifying all communications to avoid errors, liability, or harm resulting from inaccurate transcription or conversion.

c. Text Messages.

In using any messaging services provided by Clarity, including SMS, MMS, or mobile messaging, Customer agrees to comply with all applicable laws, regulations, industry standards, and wireless carrier policies. This includes, without limitation, compliance with the Mobile Marketing Association (MMA) Guidelines, the Telephone Consumer Protection Act (TCPA), and any rules issued by the CTIA or other regulatory authorities. Clarity reserves the right to refuse to transmit, modify, truncate, or reject any message that violates such requirements or exceeds carrier-imposed limitations, in Clarity's sole discretion. Where Customer's messaging activity results in carrier penalties, campaign suspension or deregistration, filtering or blocking of Clarity number ranges, or other remediation costs, Customer shall reimburse Clarity for its reasonable, documented costs and expenses incurred as a direct result, including carrier charges, campaign remediation, and number-range rehabilitation, together with an administrative charge at Clarity's then-current rate for such remediation. Such amounts may be invoiced to Customer or charged to any authorized payment method on file.

d. Conversation Intelligence and AI Features.

Conversation Intelligence Services, as defined in the Conversation Intelligence & AI Services Addendum, are governed by that Addendum, which is incorporated into this Agreement. By activating or using any Conversation Intelligence Service, Customer accepts that Addendum. In the event of conflict between this Agreement and that Addendum with respect to Conversation Intelligence Services, the Addendum controls.

23. UNLIMITED USAGE PLAN.

Clarity's unlimited voice service offerings are intended solely for standard business use involving uninterrupted, live, person-to-person voice conversations between two individuals. Unlimited service may not be used for any of the following: conference calling, call forwarding or transferring to external systems, monitoring services, auto-dialing or robocalling, data transmissions, broadcasting, prerecorded message delivery, or any connection that does not involve continuous, direct, two-way voice dialogue between live individuals. If Clarity determines, in its reasonable discretion, that Customer is using an unlimited service offering in a manner inconsistent with this Section, Clarity may provide notice of the violation and thereafter may either terminate the affected Services or migrate Customer to an alternative plan with metered or usage-based billing. Clarity reserves the right to enforce this policy in order to preserve service quality and prevent misuse. Notwithstanding the foregoing, Customer may use Clarity-provided features such as three-way calling and Clarity-managed conference bridges, subject to any applicable terms and conditions for those specific features.

24. MONITORING; ACCEPTABLE USE POLICY.

Clarity's Acceptable Use Policy, as published by Clarity and amended from time to time, is incorporated by reference into and forms part of this Agreement, and Customer's compliance with it is a material obligation under this Agreement. Clarity and its service providers are under no obligation to monitor Customer's use of the Services but may do so at any time and without notice, to the extent permitted by law. Clarity may access, review, preserve, and disclose any information or materials associated with Customer's account or use of the Services if it determines, in its sole discretion, that such action is reasonably necessary to: comply with applicable laws, legal processes, or governmental requests; ensure proper operation or integrity of the Services; or protect Clarity's rights or the rights, safety, or property of its users, customers, partners, or third parties. Notwithstanding the foregoing, with respect to Conversation Data, Clarity's access, review, preservation, disclosure, and other use rights are limited to the uses expressly permitted in Section 4 of the Conversation Intelligence & AI Services Addendum. Clarity reserves the right, at any time and without prior notice, to remove or restrict access to any content, data, or materials submitted by Customer that Clarity determines, in its sole and absolute discretion, to infringe upon third-party rights, violate applicable law, or breach Clarity's Acceptable Use Policy or other applicable terms. Clarity shall have no liability for any removal or restriction made in good faith under this Section.

25. PUBLICITY RIGHTS.

Customer agrees that Clarity may identify Customer as a user of its Services and may reference Customer's name, logo, and trademarks in Clarity's marketing, advertising, press releases, promotional materials, case studies, trade show displays, website content, and other public communications, whether in print, electronic, broadcast, or other formats. Customer hereby grants Clarity and its affiliates an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up license (with the right to sublicense) to use, reproduce, publish, and display Customer's name, trademarks, service marks, logos, and trade dress for such purposes, subject to Clarity's obligation to use such materials in a manner consistent with Customer's brand usage guidelines, if provided. This license shall survive the termination of this Agreement unless Customer revokes it in writing with thirty (30) days' notice after termination of Services.

26. LIMITED END USER LICENSE.

Any software, hardware, firmware, or related technology provided by Clarity in connection with the Services is protected by copyright, patent, trademark, and other intellectual property laws. Clarity grants Customer a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable, non-resellable license to use such software and hardware solely during the Term of this Agreement and only for Customer's internal business use in accordance with these Terms and Conditions and any related agreements or policies issued by Clarity. This license is not a sale and conveys no ownership rights. Customer may not copy, modify, reverse engineer, disassemble, decompile, translate, or create derivative works of any software, nor permit others to do so. Upon expiration or termination of the Services or this Agreement, all license rights granted hereunder shall terminate immediately, and Customer shall cease all use of the software, hardware, and any related materials. All intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, and other proprietary rights, in and to the Services, software, hardware, and related materials ("Intellectual Property Rights") are and shall remain the exclusive property of Clarity and its licensors. No rights are granted to Customer except those expressly stated herein. No implied license or right is created by this Agreement, and all rights not expressly granted are reserved. Customer acknowledges and agrees that any misuse, disclosure, or unauthorized use of the Services or associated Intellectual Property may infringe the rights of Clarity or its licensors and may result in liability. Customer shall not use, reproduce, or disclose any Intellectual Property after termination of this Agreement or of the license granted herein. Customer represents and warrants that it shall not access, use, or disclose any such materials or information for any purpose following termination. Clarity reserves the right, in its sole discretion, to add, remove, or modify features or functionality and to provide updates, patches, fixes, or new versions of the Services, with or without notice. Clarity has no obligation to provide updates or to maintain backward compatibility. However, if Clarity makes new versions of the Services generally available at no additional charge to customers subscribing to the same edition, such versions shall also be made available to Customer. Customer acknowledges that no third party has any obligation to furnish support or maintenance for the Services, and that Clarity is solely responsible for such support to the extent required under this Agreement or applicable law. The Portal and other customer-facing interfaces are licensed for interactive use by individual authorized users. Programmatic, bulk, or unattended access to conversation data, including call recordings, transcripts, and conversation records, is a separately licensed offering subject to additional fees. Clarity may charge for any such access obtained outside a separate offering at Clarity's then-current rates, in addition to all other remedies available under this Agreement or applicable law.

27. EQUIPMENT WARRANTY.

Unless otherwise expressly stated in writing, all equipment sold or provided by Clarity is subject solely to the original manufacturer's warranty, which begins on the date of purchase. The terms, scope, and duration of any such warranty are established by the manufacturer and not by Clarity. Equipment that does not include a manufacturer's warranty is provided strictly "as is," with all faults, and without any warranties of any kind, whether express, implied, or statutory, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Customer acknowledges that Clarity is not responsible for the performance, repair, or replacement of any equipment beyond what is covered by the manufacturer's warranty. No equipment may be returned to Clarity for any reason without Clarity's prior written authorization.

28. LIMITATIONS ON TECHNICAL SUPPORT.

Clarity provides technical support to Customers via telephone and email solely for issues related to the Services and equipment provided by Clarity under this Agreement or related agreements. Support is limited to general troubleshooting and user assistance and does not include support for third-party applications, Customer-owned hardware, or network configurations outside Clarity's control. Clarity has no obligation to provide support beyond the defined Services. Where provided, Clarity's technical support is accessible through its designated support call center and is offered solely to assist Customer and its authorized users with questions or technical issues relating to the installation, configuration, or use of Clarity's Services. Clarity is not obligated to provide, and expressly disclaims any responsibility to perform, the following: on-site technical assistance; deployment or integration of Customer hardware or software; configuration of Customer devices; assignment of dedicated technical representatives; or support for third-party networks or equipment. For technical support, Customers may contact Clarity at 1-800-676-3995 or visit www.clarityvoice.com/support for additional options.

29. DISCLAIMER OF WARRANTY.

Unless expressly stated otherwise in a separate written agreement signed by Clarity, all Services, software, hardware, and related materials are provided strictly "AS IS" and "AS AVAILABLE," and Customer uses them at its sole risk. Clarity makes no warranties, express or implied, regarding the Services or any accompanying software or equipment. To the maximum extent permitted by law, Clarity expressly disclaims all warranties of any kind, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, and any warranties arising from course of dealing, usage of trade, or performance. Clarity does not warrant that the Services will meet Customer's requirements, operate uninterrupted or error-free, or be secure, timely, or free of viruses or other harmful components.

30. LIMITATION OF LIABILITY; EXCLUSIVE REMEDIES.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLARITY OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF REVENUE, PROFITS, BUSINESS OPPORTUNITIES, GOODWILL, OR DATA, OR FOR ANY SERVICE INTERRUPTION OR LOSS OF USE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES BEYOND THE DIRECT DAMAGES ACTUALLY INCURRED BY THE OTHER PARTY, AND IN NO EVENT SHALL CLARITY'S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM OR SERIES OF RELATED CLAIMS UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO ONE (1) MONTH OF CUSTOMER'S RECURRING SERVICE CHARGES. THIS LIMITATION OF LIABILITY SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY DAMAGES ARISING FROM OR RELATING TO CLARITY'S PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, REGARDLESS OF CAUSE, ORIGIN, OR THEORY OF LIABILITY, AND SHALL APPLY TO ALL CLAIMS, INCLUDING BUT NOT LIMITED TO THOSE BASED ON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. CUSTOMER AND CLARITY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION REFLECT A FAIR ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

31. INDEMNIFICATION.

CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS CLARITY, ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, SHAREHOLDERS, CONTRACTORS, AND UNDERLYING SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, DEMANDS, LOSSES, LIABILITIES, DAMAGES, JUDGMENTS, SETTLEMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF, RELATED TO, OR RESULTING FROM: (A) CUSTOMER'S USE OR MISUSE OF THE SERVICES; (B) ANY USE OF CUSTOMER'S ACCOUNT OR CREDENTIALS BY ANY PERSON, WHETHER OR NOT AUTHORIZED BY CUSTOMER; OR (C) ANY BREACH OF THIS AGREEMENT OR VIOLATION OF LAW, REGULATION, OR THIRD-PARTY RIGHTS BY CUSTOMER OR ITS END USERS. THIS INDEMNIFICATION OBLIGATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION AND SHALL INCLUDE CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, VIOLATION OF PRIVACY RIGHTS, OR MISUSE OF TELECOMMUNICATIONS SERVICES. NOTWITHSTANDING THE FOREGOING, CUSTOMER SHALL NOT BE LIABLE UNDER THIS SECTION FOR CLAIMS, LOSSES, OR DAMAGES ARISING SOLELY FROM CLARITY'S INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE. THIS INDEMNIFICATION PROVISION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT AND SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW.

32. COMPLIANCE WITH THE DIGITAL MILLENNIUM COPYRIGHT ACT OF 1998.

Pursuant to the Digital Millennium Copyright Act of 1998 (17 U.S.C. § 512), a copyright owner or its authorized agent who believes in good faith that material transmitted through Clarity's Services infringes a valid copyright may submit a written notice requesting removal of or access restriction to the allegedly infringing content. Notices and counter-notices must comply with the requirements set forth in the DMCA. Notices should be directed to Clarity's designated copyright agent at:

Clarity Communication Advisors, Inc.

Attn: Legal Department

2 Corporate Drive, Suite 250

Southfield, MI 48076

Email: legal@clarityvoice.com

The notice must include a physical or electronic signature of the copyright owner or authorized agent; a description of the copyrighted work alleged to be infringed; information sufficient to locate the material; contact information for the complaining party; a good-faith belief that the use is unauthorized; and a statement under penalty of perjury affirming the accuracy of the notice and the authority to act on the owner's behalf. Customers submitting counter-notifications must also comply with DMCA statutory requirements, and all notices and counter-notices must be truthful and submitted under penalty of perjury. Misrepresentations in either direction may result in personal liability. Clarity recommends that parties consult legal counsel before filing a notice or counter-notice. Upon receipt of a valid notice, Clarity may in good faith forward the complaint to the user who uploaded or transmitted the content in question and, where applicable, forward counter-notices to the original complainant. Clarity reserves the right, in its sole discretion, to suspend or terminate Services or accounts of Customers determined to have committed repeat acts of copyright infringement.

33. FORCE MAJEURE.

Clarity shall not be liable for any delay or failure in performance, or for any interruption of Services, to the extent caused directly or indirectly by circumstances beyond its reasonable control, including but not limited to acts of God, fire, flood, storm, explosion, earthquake, pandemic, public health emergency, war, terrorism, embargo, governmental or regulatory actions, labor disputes, strikes, equipment failures, power outages, cyberattacks, or delays in delivery or performance by suppliers or subcontractors. Any such delay or failure shall not constitute a breach of this Agreement. Clarity will use commercially reasonable efforts to resume performance as soon as practicable, but shall not be liable for any damages resulting from such force majeure events.

34. PRIVACY POLICY.

Clarity will collect, use, and disclose personal and account-related information in accordance with its Privacy Policy, which is available at www.clarityvoice.com and incorporated by reference into this Agreement. By using the Services, Customer agrees to the terms of Clarity's Privacy Policy, including any updates posted from time to time. Clarity's obligations with respect to Customer data are limited to those expressly stated in the Privacy Policy and in applicable federal, state, and international privacy and data protection laws. Customer is responsible for reviewing the Privacy Policy periodically to remain informed of its terms.

35. ELECTRONIC RECORDING AND AUTOMATED ANALYSIS.

Customer is solely responsible for complying with all applicable federal, state, provincial, and local laws governing the recording, monitoring, transcription, and automated or artificial-intelligence analysis of telephone calls and other communications, including laws requiring the consent of one or more parties to a communication and laws requiring notice to employees of electronic monitoring. Without limiting the foregoing, Customer shall: (a) provide a clear pre-call disclosure on every call that is recorded, monitored, transcribed, or analyzed, conveying (i) that the call is recorded — or, on lines where recording is not automatic, that it may be recorded — (ii) that it is or may be analyzed by automated technology, and (iii) where conversation data is shared with a franchisor, affiliate, or other third party, that the call may be shared with Customer's franchise brand or business partners and their service providers; no particular wording is required so long as each applicable element is conveyed, the sharing element may be given either in the pre-call announcement itself or in a notice the announcement directs the caller to, and standard announcements conveying these elements are provided in Clarity's Call Recording & AI Disclosure Guide; (b) provide all notices to, and obtain all acknowledgments from, its employees and agents required by applicable laws governing electronic monitoring; and (c) remain responsible under this Section regardless of whether recording or analysis is required, requested, or configured by a franchisor or other third party. Clarity provides recording and analysis functionality as a technical capability only and does not provide legal advice regarding its use. Customer agrees to defend, indemnify, and hold harmless Clarity and its officers, employees, affiliates, and contractors from and against any and all claims, losses, penalties, or damages (including attorneys' fees) arising out of or related to Customer's failure to comply with this Section or with applicable recording, monitoring, or privacy laws.

36. DISPUTES OVER ACCOUNT OWNERSHIP AND CONTROL.

The legal owner of the account is the individual or business entity (e.g., corporation, partnership, LLC) identified at the time of service initiation and listed as the customer of record. For Franchisee Customers, Clarity may recognize the Franchisor as the rightful controller of telephone numbers assigned to it, as described in Section 19 above. Any change in account ownership must be supported by legal documentation acceptable to Clarity in its sole discretion. Clarity shall have no obligation to adjudicate or intervene in any internal or third-party dispute concerning the ownership or control of any account, Service, telephone number, account data, or other related information ("Account Disputes"). In the event of any Account Dispute, Clarity reserves the right to take any action (or to decline to take any action) that it deems appropriate in its sole discretion, and shall not be liable for any consequences of such decision. Customer expressly authorizes Clarity to access, monitor, use, preserve, or disclose account data and personal information as permitted by law, including for the purposes of: (i) complying with applicable law or responding to valid legal process; (ii) protecting Clarity's rights, systems, users, or property; (iii) responding to emergencies; (iv) billing and service fulfillment; or (v) calculating or verifying applicable taxes, fees, and regulatory obligations. Customer hereby releases and agrees to hold harmless Clarity from and against any liability arising from or relating to any actions or omissions Clarity takes in connection with any Account Dispute or legal compliance effort.

37. CHOICE OF LAW, DISPUTE RESOLUTION, MEDIATION AND BINDING ARBITRATION.

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan and the United States, without regard to principles of conflicts of law. Any waiver, modification, or amendment to this Agreement must be in writing and signed by an officer of Clarity at the Vice President level or higher, as provided in Section 7. If any dispute, controversy, or claim arises between the parties relating to this Agreement, its interpretation, performance, breach, termination, applicability, or validity (each, a "Dispute"), Customer agrees to follow the dispute resolution process set forth in this Section as a condition precedent to initiating arbitration. Customer must first send Clarity a written summary of the Dispute, designating a representative at the Vice President level or higher. Within ten (10) business days of receipt, Clarity shall designate a comparable executive representative. Both parties shall engage in good faith negotiations for a minimum of thirty (30) days. If both parties agree, they may participate in voluntary non-binding mediation. If the Dispute remains unresolved after good faith negotiations and optional mediation, either party may submit the Dispute to final and binding arbitration, which shall be the sole and exclusive remedy for resolving the matter. The arbitration shall be conducted in Southfield, Michigan, under the rules of the American Arbitration Association ("AAA"), and judgment on the arbitrator's award may be entered in any court of competent jurisdiction. This agreement to arbitrate is made under a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.). The parties agree that arbitration is the exclusive forum for resolving Disputes and that neither party shall initiate or participate in any action, suit, or proceeding in breach of this Section. This provision may be pleaded as a bar and used as the basis for an injunction to prevent such proceedings. The prevailing party in any arbitration shall be entitled to recover its attorneys' fees, costs, and expenses. If either party brings a Dispute in a forum other than arbitration, the opposing party may recover its reasonable attorneys' fees and expenses incurred in enforcing this provision or staying/dismissing such proceedings. Customer acknowledges that it has had the right to litigate disputes in court, including the right to a jury trial, but knowingly and voluntarily waives those rights in favor of binding arbitration as provided herein.

Individual Arbitration and Class Action Waiver. All Disputes shall be arbitrated on an individual basis and not on a class, collective, consolidated, private-attorney-general, or other representative basis. Neither party may bring, join, or participate in any Dispute as a plaintiff, claimant, or member of a purported class, collective, consolidated, or representative proceeding, whether in arbitration or in court, and the arbitrator shall have no authority to conduct any such proceeding or to award relief to or against any person or entity that is not a party to the arbitration. Disputes involving Customer may not be joined or consolidated with disputes involving any other Clarity customer without the written consent of all parties. The arbitrator shall have exclusive authority to resolve any dispute concerning the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any assertion that all or any part of it is void or voidable, except that the validity, enforceability, and scope of this paragraph shall be decided by a court of competent jurisdiction and not by the arbitrator. To the extent applicable law grants Customer a non-waivable right to seek public injunctive relief, nothing in this Section waives that right; any claim for such relief shall proceed in a court of competent jurisdiction and shall be stayed pending arbitration of all other Disputes. If this paragraph is held unenforceable as to a particular Dispute or claim, that Dispute or claim, and only that Dispute or claim, shall proceed in a court of competent jurisdiction, and this paragraph shall remain in full force and effect as to all other Disputes and claims.

Notwithstanding anything to the contrary in this Agreement, for claims asserted by Clarity for nonpayment by Customer, Customer irrevocably submits to the personal jurisdiction of the state and federal courts serving Oakland County, Michigan and having jurisdiction over the dispute. Venue for all such actions shall lie exclusively in such courts, and Customer waives any objection based on improper venue, forum non conveniens, or lack of personal jurisdiction. Customer acknowledges that Clarity's agreement to provide Services is expressly conditioned upon this provision and that this provision constitutes a material inducement to Clarity providing the Services. To the extent permitted by Michigan law and applicable court rules, Customer agrees to accept service of process by registered or certified mail or by other methods permitted by such law and rules.

38. STATUTE OF LIMITATIONS.

To the fullest extent permitted by law, Customer agrees that any claim, dispute, or cause of action arising out of or relating to these Terms and Conditions or the use of the Services must be filed within one (1) year after the date the claim or cause of action first arose. Any claim not filed within such period shall be deemed permanently waived and barred, notwithstanding any statutory or legal limitations period to the contrary.

39. CHANGES TO SERVICES, YOUR ACCOUNT AND THESE TERMS AND CONDITIONS.

Clarity may revise these Terms and Conditions, your account settings, or any aspect of the Services from time to time. Any such changes may be communicated through written or electronic notice, including via email, your account portal, billing statements, the Clarity website, or as otherwise required by law. You agree to regularly review such communications and updates. Unless otherwise stated, updated Terms and Conditions shall become effective on the date set forth in the notice, or upon posting to the Clarity website, whichever is later, and shall supersede all prior terms. Your continued use of the Services after the effective date of any such changes constitutes your acceptance of the modified terms. Customer is solely responsible for: (i) maintaining a current and functional registered email address; (ii) regularly checking that email account, the Clarity website, and your account portal; and (iii) ensuring that Clarity communications are not blocked or diverted by email filters, security settings, or service provider limitations. If any change constitutes a material amendment in Clarity's reasonable discretion, and Customer does not accept such modified terms, Customer may terminate Service as provided in this Agreement. Notwithstanding the foregoing, the Acceptable Use Policy may be modified as provided in that Policy, except that any material change to the Acceptable Use Policy is subject to the notice and effectiveness provisions of this Section. Termination in this case must be exercised in accordance with the applicable notice requirements and will not relieve Customer of payment obligations incurred prior to termination.

40. DE-IDENTIFIED AND AGGREGATED DATA.

Customer agrees that Clarity may create de-identified and aggregated insights and datasets from Customer's use of the Services and from data generated through the Services, including Conversation Data, but excluding raw audio recordings. Before inclusion in any such insight or dataset, the data must be processed so that it does not identify and is not reasonably linkable to Customer, any individual, or any specific business ("De-identified Data"). Geographic, industry, and similar descriptive attributes may be retained only where they are not sufficiently granular to identify a specific business. Clarity owns all right, title, and interest in De-identified Data and in analyses, benchmarks, models, reports, insights, and datasets created from it. Clarity may use, disclose, license, sell, and otherwise commercialize those insights, datasets, and other derivatives for any lawful purpose during and after the Term. Clarity publicly commits, and covenants to Customer, that it will maintain De-identified Data in de-identified form, will not attempt to re-identify it, and will contractually require each recipient to comply with those restrictions. Clarity's use of aggregate customer information shall at all times comply with 47 U.S.C. § 222. This Section applies to Conversation Data and other data collected before, on, or after September 1, 2026, provided that data collected before September 1, 2026 is used under this Section only in de-identified or aggregated form meeting the standard above. This Section survives termination or expiration of this Agreement. Clarity's rights under this Section are fully assignable in connection with any merger, acquisition, reorganization, or sale of all or substantially all of Clarity's assets.

41. ASSIGNMENT; BUSINESS TRANSFERS.

Customer may not assign this Agreement without Clarity's prior written consent, except to a successor in connection with a merger or sale of substantially all of Customer's assets, upon written notice to Clarity. Clarity may assign this Agreement, in whole or in part, including its rights in De-identified Data under Section 40, without consent, in connection with any merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its assets or of the business line to which this Agreement relates. This Agreement binds and benefits the parties and their permitted successors and assigns.

42. WIRELESS SERVICES.

This Section applies to Clarity's wireless and mobile communications services, including services resold from third-party wireless carriers ("Wireless Services"). Where this Section conflicts with another provision of this Agreement with respect to Wireless Services, this Section controls.

a. Underlying Carrier; Coverage.

Wireless Services are provided over networks owned and operated by third-party carriers. Coverage, signal strength, call quality, data speeds, and network management practices — including prioritization of traffic during periods of congestion — are determined by the underlying carrier and are outside Clarity's control. Clarity does not guarantee coverage or service availability at any particular location. Customer is responsible for verifying coverage and service performance at each location and for each use case before deploying Wireless Services there, and does so at its sole risk. Lack of coverage at a given location does not constitute a modification of the Services or a diminishment of core functionality under Section 18 and does not relieve Customer of any payment obligation.

b. Devices and SIM Provisioning.

Except for DaaS Devices provided under the DaaS Rental Terms, devices used with Wireless Services are Customer's devices, whether supplied by Customer or its personnel or purchased from Clarity. Customer is solely responsible for the compatibility, acquisition, configuration, maintenance, and replacement of such devices, including eSIM capability. Clarity's support obligations under Section 28 do not extend to Customer's devices or their operating systems; support and responsibility for DaaS Devices are as provided in the DaaS Rental Terms. Where a SIM or eSIM is integrated into a DaaS Device, it is a component of that Device and remains Clarity's property. Each SIM or eSIM is provisioned as a business line under Customer's control and forms part of Customer's business communications system. Customer shall inform each assigned user, at or before provisioning, that the line is a business line and an extension of Customer's business communications system. SIMs and eSIMs remain subject to deactivation or removal upon termination or cancellation of the applicable line or Services.

c. Data Allowances; Reasonable Use.

Mobile data allowances, if any, are as stated in Customer's Order. Usage in excess of a stated allowance is billed in arrears at the rates stated in the Order. Where a mobile plan is offered as "unlimited," it is intended for normal business use, and data speeds may be reduced or usage limited in accordance with the practices of Clarity or the underlying carrier. Wireless Services are intended for business mobile use and not as a substitute for fixed broadband service.

d. Roaming; International Usage.

Wireless Services may be used while roaming, including internationally, subject to the practices and limits of the underlying carrier. Roaming, international, and data usage may incur additional charges. Customer is responsible for all such charges incurred on Customer's lines, whether authorized, unauthorized, or fraudulent, including charges resulting from lost or stolen devices. International calling remains subject to Section 5.

e. Lost or Stolen Devices.

Customer shall promptly notify Clarity to request suspension of any line associated with a lost or stolen device. Customer remains responsible for all charges incurred on the line until Clarity receives the suspension request. A request to suspend a line is not a request to cancel Services; cancellation requires the process set forth in Section 7, and a suspended line continues to be billed unless and until Services are cancelled in accordance with that Section.

This Acceptable Use Policy ("Policy") governs Customer's use of all Clarity Communication Advisors, Inc. ("Clarity") services, products, applications, and networks (the "Services"). This Policy is incorporated by reference into, and forms part of, Clarity's Terms and Conditions (the "Agreement"). Capitalized terms not defined in this Policy have the meanings given in the Agreement.

Customer is responsible for compliance with this Policy by its personnel, authorized administrators, end users, and any other person accessing the Services through Customer's account, whether or not authorized by Customer. The examples in this Policy are illustrative and not exhaustive. Clarity may modify this Policy at any time by posting a revised version, effective upon posting, except that any material change to this Policy is subject to the notice and effectiveness provisions of Section 39 of the Agreement.

1. General Prohibitions

Customer shall not use, and shall not permit any person to use, the Services:

• Unlawful or harmful conduct. For any purpose that is illegal, fraudulent, deceptive, obscene, threatening, harassing, defamatory, abusive, or invasive of another's privacy, or that violates the rights of any third party, or that infringes or misappropriates any intellectual property or proprietary right.

• Harm to minors. To exploit or harm minors in any manner, including the transmission, storage, promotion, or facilitation of child sexual abuse material or other sexually exploitative content. Clarity may report suspected violations of this provision to law enforcement and other appropriate authorities, and may disclose relevant account information in doing so.

• Malicious code. To transmit, store, or distribute any material containing viruses, worms, trojan horses, time or logic bombs, ransomware, malware, spyware, or any other code intended to damage, disrupt, surreptitiously intercept, or gain unauthorized access to any system, program, network, or data.

• Interception and unauthorized monitoring. To intercept, capture, record, sniff, monitor, decrypt, modify, or redirect any communication or data that Customer is not a party to and is not otherwise authorized to access. This provision does not restrict Customer's recording of communications to which Customer or its personnel are a party, which is governed by Section 35 of the Agreement and the Conversation Intelligence & AI Services Addendum.

• Circumvention. To bypass, disable, defeat, or otherwise circumvent any security mechanism, authentication measure, usage limitation, or compliance control of the Services, or to attempt to do so.

2. High-Risk Use

THE SERVICES MAY BE UNAVAILABLE IN THE EVENT OF POWER LOSS, LOSS OF INTERNET OR NETWORK CONNECTIVITY, LOSS OF WIRELESS COVERAGE, OR NETWORK CONGESTION. THE SERVICES ARE NOT DESIGNED, INTENDED, OR RECOMMENDED FOR USE IN ANY SITUATION IN WHICH SERVICE DISRUPTION COULD RESULT IN PERSONAL INJURY OR DEATH ("HIGH-RISK USE"). HIGH-RISK USE IS PROHIBITED EXCEPT WHERE CUSTOMER MAINTAINS FAIL-SAFE ALTERNATIVE MEANS OF COMMUNICATION AT ALL TIMES. THIS PROVISION IS IN ADDITION TO, AND DOES NOT LIMIT, THE ACKNOWLEDGMENTS AND LIMITATIONS SET FORTH IN CLARITY'S 911 STATEMENT.

3. Resale and Commercial Restrictions

• Resale; service bureau. Customer shall not sell, resell, sublicense, assign, rent, lease, or otherwise transfer the Services or any component thereof, or offer or use the Services on a service-bureau, time-sharing, or managed-service basis for the benefit of any third party, except as expressly authorized in writing by an officer of Clarity at the Vice President level or higher, or as expressly set forth in Customer's Order.

• Competitive use. Customer shall not use the Services to develop, enhance, or market any product or service that competes with the Services; to copy or replicate the features, functionality, workflows, analytical frameworks, or user interface of the Services; or to monitor the availability, performance, or functionality of the Services for competitive purposes. Violation of this provision is a material breach of the Agreement entitling Clarity to terminate immediately under Section 18 of the Agreement and to the Disconnect Fee set forth in Section 7 of the Agreement, in addition to all other remedies.

• Export and sanctions compliance. Customer represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive United States sanctions, and is not identified on any United States government list of prohibited or restricted parties. Customer shall comply with all applicable export control and economic sanctions laws and shall not export, re-export, divert, or transfer the Services in violation of such laws.

4. Access to the Services

Interactive use. The Portal and other customer-facing interfaces are licensed for interactive use by individual authorized users. Customer shall not access, navigate, or retrieve data from these interfaces by any automated means other than interfaces Clarity expressly makes available for that purpose. Prohibited means include, without limitation: crawlers, scrapers, spiders, scripts, headless browsers, robotic process automation, desktop automation software, agentic browser extensions, and artificial intelligence agents or assistants that authenticate to, navigate, or operate the Services using Customer credentials. Customer shall not provide account credentials to any automated system or third-party agent. This Section does not restrict assistive technology used as required for accessibility under applicable law.

Service limitations. Clarity may impose, modify, or remove concurrency limits, pagination, rate limits, volume thresholds, session limits, and other usage limitations at any time in its sole discretion. Customer shall not circumvent, evade, or operate continuously or unattended against any such limitation by any means, including sequential or queued automated retrieval that individually respects a limit while defeating its purpose.

Bulk and programmatic access. Bulk, programmatic, or systematic retrieval of call recordings, transcripts, or conversation records is available only under a separate Clarity offering and subject to additional fees. Clarity may charge for any such access obtained outside a separate offering at Clarity's then-current rates, as set forth in Section 26 of the Agreement.

5. Messaging

Consent and authorization. Customer is solely responsible for obtaining, documenting, and maintaining all consents and authorizations required by applicable law and by wireless carrier and industry requirements — including CTIA messaging principles and carrier campaign registration requirements, as in effect from time to time — before sending messages through the Services. Customer shall maintain records of such consents and shall produce them to Clarity upon request. Where messages are sent by or on behalf of more than one entity, including franchisors, franchisees, affiliated brands, or their service providers, Customer is responsible for ensuring that the underlying consent covers each sender and each use.

Opt-out integrity. Clarity processes standard opt-out keywords at the platform level and maintains the resulting opt-out state. Customer shall not interfere with, disable, circumvent, or attempt to override Clarity's opt-out processing. Without limiting the foregoing, Customer shall not re-add or re-import a contact who has opted out; send messages to an opted-out contact from a different telephone number, line, location, or account under the control of Customer or an affiliated entity; or instruct or encourage recipients to use non-standard opt-out language. Opt-out state is maintained per telephone number. Customer remains responsible for suppressing contact across its own locations, brands, and systems where applicable law requires broader suppression than Clarity's per-number processing provides.

Content and business categories. Clarity may decline to provision, or may discontinue, Services or messaging for any business, campaign, or content category that Clarity determines, in its sole discretion, presents elevated legal, regulatory, carrier, or reputational risk. Customer shall not use the Services to transmit sexual or sexually explicit content. Messaging is additionally subject to wireless carrier and industry requirements, which may restrict categories of content independently of this Policy.

Evasion. Customer shall not use the Services to evade or attempt to evade carrier or Clarity filtering, detection, or prevention mechanisms. Prohibited practices include intentionally misspelled or obfuscated content, non-standard opt-out language intended to defeat keyword detection, and distributing similar or identical content across multiple telephone numbers for the purpose of evading detection.

Suspension. Clarity may suspend messaging for any campaign, number, or account that a carrier or registration authority flags, or that Clarity reasonably believes violates this Policy or applicable law, pending resolution. Customer's cost-reimbursement obligation for messaging-related remediation is set forth in Section 22(c) of the Agreement.

6. Wireless Services

• Provisioned service and device type. Wireless connectivity is provisioned for a designated service and device type as identified in Customer's Order. Customer shall not use, transfer, or install wireless connectivity in equipment or for applications other than the service and device type for which it was provisioned, without Clarity's prior written approval. Without limiting the foregoing, business mobile lines provisioned for handset use may not be installed in gateways, routers, trackers, alarm or monitoring equipment, or other unattended devices.

• SIM gateways and traffic aggregation. Customer shall not install any SIM or eSIM provided in connection with the Services in a SIM box, SIM bank, GSM gateway, or similar device, and shall not use the Services to aggregate, terminate, or route bulk or wholesale voice or messaging traffic.

7. Monitoring, Enforcement, and Reporting

Clarity is under no obligation to monitor Customer's use of the Services but may do so at any time and without notice, to the extent permitted by law, consistent with Section 24 of the Agreement. Clarity may investigate any suspected violation of this Policy and may remove or disable access to any account, content, or resource that Clarity determines, in its sole discretion, violates this Policy, the Agreement, or applicable law.

Clarity may report activity that it reasonably suspects violates any law or regulation to law enforcement, regulators, carriers, or other appropriate third parties, and may disclose relevant account and customer information in connection with such reports and with any resulting investigation or proceeding.

Customer shall promptly notify Clarity upon becoming aware of any violation of this Policy involving Customer's account or personnel, and shall provide reasonable assistance to stop or remedy the violation.

Violation of this Policy constitutes a breach of the Agreement. Clarity may suspend or terminate Services in accordance with Section 18 of the Agreement. No credit or refund is due for any suspension or termination resulting from a violation of this Policy.

These Device-as-a-Service Rental Terms and Conditions ("DaaS Agreement") govern Customer's rental of telephone hardware, mobile devices, and related equipment from Clarity Communication Advisors, Inc. (each a "DaaS Device," and collectively, the "DaaS Services"). All DaaS Devices are provided as a rental service and remain the property of Clarity. This DaaS Agreement is incorporated into and forms part of the broader Clarity Terms and Conditions ("Agreement"). In the event of any conflict between this DaaS Agreement and the Agreement, the terms of this DaaS Agreement shall control, but only with respect to the DaaS Services. This DaaS Agreement supersedes and replaces any prior agreements, terms, or understandings between the parties relating specifically to DaaS Devices or equipment rentals.

1. BILLING OF DAAS SERVICES.

This DaaS Agreement covers the rental of telephone hardware, mobile devices, and related equipment from Clarity (each a "DaaS Device" and collectively the "DaaS Services") and becomes effective upon Customer's placement of an order that includes DaaS Services. Clarity will charge a recurring monthly rental fee for each DaaS Device ("DaaS Fees"), which shall appear on Customer's regular Clarity invoice and follow the same payment method and billing cycle as other Clarity Services. The rental period for each DaaS Device begins on the date the device is recorded as delivered by Clarity's designated shipping carrier (the "DaaS Activation Date"), regardless of whether any other Service has been activated, is available for use, or is in fact used by Customer, and regardless of whether the DaaS Device has been installed or configured. DaaS Fees for the first billing period will be prorated from the DaaS Activation Date through the end of that current billing cycle. Thereafter, full monthly DaaS Fees shall be charged in advance for each applicable billing cycle until the DaaS Services are terminated in accordance with this DaaS Agreement.

2. TERM AND TERMINATION DATE FOR DAAS SERVICES.

The term of this DaaS Agreement shall be coterminous with the term of Customer's Clarity Services Agreement. The rental period for each DaaS Device shall begin on the applicable DaaS Activation Date and shall terminate on the earliest of the following: (a) the date Clarity receives the applicable DaaS Device(s) back from Customer, in good condition and in accordance with Clarity's return procedures; or (b) the date Clarity receives full payment from Customer for the applicable DaaS Device(s), converting the rental to a purchase under the terms described in this DaaS Agreement. Notwithstanding the foregoing, Customer may terminate DaaS Services for any DaaS Device within thirty (30) calendar days of its DaaS Activation Date by providing written notice to Clarity and returning the DaaS Device in good and working condition. If the device is returned timely and in acceptable condition, no DaaS Fees shall be due for that Device. This early-return option applies only once per DaaS Device and does not affect other Clarity Service fees or obligations under the Agreement.

3. RETURN OR PURCHASE OF DAAS DEVICES.

Upon any termination of the DaaS Agreement or applicable DaaS Services, Customer shall either (a) return the affected DaaS Device(s), including all accessories and materials originally provided, or (b) purchase the DaaS Device(s), in each case in accordance with Clarity's written instructions and the terms of this DaaS Agreement. A DaaS Device shall no longer be invoiced as a rented device only upon Clarity's receipt of the device and confirmation, in Clarity's sole reasonable discretion, that the return complies with this Agreement, including physical inspection and acceptance of the returned unit. Devices returned in incomplete, damaged, or non-functioning condition may be rejected or deemed purchased. If Customer fails to return the DaaS Device within thirty (30) days following termination of the applicable DaaS Services, or if the return is rejected, Customer will be deemed to have purchased that DaaS Device. The purchase price shall equal the then-current manufacturer's list price as documented by Clarity ("Manufacturer's List Price"). In such event, Clarity may charge the applicable amount using any authorized payment method on file.

4. ADDITIONAL CHARGES, TAXES, AND FEES.

The DaaS Fees charged by Clarity for DaaS Services are exclusive of all applicable taxes, fees, surcharges, and any charges for optional or ancillary services selected by Customer. Customer shall be responsible for all federal, state, local, and foreign taxes, fees, levies, and similar charges imposed in connection with the DaaS Services, including without limitation sales, use, excise, value-added, and telecommunications taxes, whether imposed directly on Clarity or Customer. Sales and use taxes may vary by jurisdiction and may be calculated based on the full retail price or Clarity's cost price, as required or permitted by applicable tax law. Clarity reserves the right to charge additional regulatory recovery fees, administrative fees, or pass-through surcharges, where permitted by law, and Customer agrees to pay all such amounts in accordance with Clarity's billing policies.

5. OWNERSHIP OF DAAS DEVICES.

Clarity retains full ownership of all DaaS Devices at all times during the term of this DaaS Agreement. No title, ownership interest, or security interest in any DaaS Device shall transfer to Customer unless and until Clarity confirms, in writing, that it has received full payment of the applicable purchase price and has expressly conveyed title. Customer shall not, and agrees not to permit any third party to: (a) use, possess, or control any DaaS Device except as expressly permitted herein; (b) sublease, assign, sell, encumber, or otherwise transfer any interest in a DaaS Device; (c) allow any lien, security interest, or other encumbrance to be placed on a DaaS Device; or (d) take any action that undermines, disputes, or impairs Clarity's ownership of any DaaS Device. Clarity may assign or transfer its ownership interest in any DaaS Device without prior notice to Customer. In the event of such an assignment, the assignee shall have all of Clarity's rights with respect to the DaaS Device, but none of Clarity's obligations under this DaaS Agreement. Customer waives any right to assert claims, offsets, or defenses against any such assignee. Upon request, Customer shall promptly execute and deliver any documents reasonably required by Clarity to protect or perfect its ownership interest in the DaaS Devices, including but not limited to Uniform Commercial Code financing statements.

6. LOSS OR DAMAGE TO DAAS DEVICES.

Customer shall inspect each DaaS Device upon delivery. If Customer fails to notify Clarity in writing within five (5) business days of delivery regarding any defect, damage, or non-conformity, the DaaS Device will be deemed delivered in good working condition and accepted as-is. Customer bears all risk of loss, theft, or damage (excluding normal wear and tear or damage covered under the manufacturer's warranty) for each DaaS Device from the time of delivery through the date of return and Clarity's written acceptance of the device. If any DaaS Device is lost, stolen, damaged, destroyed, or otherwise becomes unavailable to Clarity for any reason, Customer shall promptly (a) notify Clarity in writing and (b) pay to Clarity, within ten (10) business days, an amount equal to the Manufacturer's List Price for the affected DaaS Device. This obligation does not apply to repairable damage covered under the manufacturer's warranty and resolved through that warranty process. Any amounts due under this Section may be charged using any payment method on file.

7. CUSTOMER USAGE OF DAAS DEVICES.

Customer agrees to use each DaaS Device solely in a reasonable, normal, careful, and proper manner, and only in connection with Clarity Services. Customer shall not use any DaaS Device to obtain voice or messaging service from a provider other than Clarity, unless and until Customer purchases the device in accordance with Section 5 and receives written confirmation of title transfer from Clarity. This restriction does not prohibit ordinary use of a DaaS Device on Wi-Fi or other data networks, or with third-party applications, where such use does not involve obtaining voice or messaging service from another provider. Each DaaS Device must remain unaltered, in its original condition, and may not be defaced or modified. The device shall not be used or operated in any way that violates applicable federal, state, or local laws or regulations. All DaaS Devices must remain within the United States and may not be exported, re-exported, or transported to any foreign jurisdiction in violation of U.S. export control laws or other restrictions. Customer shall not remove, obscure, or tamper with any regulatory labels, certification markings, or identification affixed to the device. Repairs may only be performed with Clarity's prior written authorization and strictly in accordance with Clarity's instructions and approved service methods. Any breach of these use restrictions shall constitute a material violation of this DaaS Agreement and may subject Customer to fees, penalties, or early purchase obligations at Clarity's discretion.

8. RETURNS.

Customer agrees to return each DaaS Device to Clarity in fully functional, undamaged condition, at Customer's sole risk and expense. All returns must be packaged securely and shipped in accordance with Clarity's written return instructions. A restocking fee of twenty percent (20%) of the Manufacturer's List Price shall apply to any DaaS Device returned before the expiration of the then-current Term, including any device returned under the thirty (30) day early-return option in Section 2. No restocking fee applies to a DaaS Device returned at or after expiration of the Term in accordance with Clarity's return instructions. In addition, Customer shall be responsible for all shipping, handling, and logistics costs associated with the return of any DaaS Device and related hardware. Each returned DaaS Device must include all original components, peripheral devices, manuals, power adapters, cords, and accessories. If any item is missing or if the device is damaged or not fully operational in Clarity's sole and reasonable discretion, Customer may be charged up to the Manufacturer's List Price of the affected DaaS Device. Prior to returning any device or hardware that contains data, Customer is solely responsible for transferring, backing up, or otherwise safeguarding any files, data, or other content it wishes to retain. Customer acknowledges that once a device is returned, any stored information will be irretrievable and may be permanently deleted. Customer hereby waives and releases Clarity from any and all liability for the loss, destruction, or disclosure of any such data following return.

9. OPTIONAL CUSTOMER PURCHASES.

Beginning ninety (90) days after the DaaS Activation Date, Customer may elect to purchase any rented DaaS Device. Any such purchase shall be at the Manufacturer's List Price for the applicable DaaS Device, as determined by Clarity in its sole discretion and as documented at the time of purchase. Title to the DaaS Device shall not transfer unless and until Clarity receives full payment of the Manufacturer's List Price and confirms the transfer of ownership to Customer in writing. All DaaS rental billing will continue until the purchase is completed and confirmed.

10. CLARITY RIGHTS AND REMEDIES.

In the event Customer fails to return a DaaS Device or defaults on its obligation to pay the full purchase price for any DaaS Device as required under this DaaS Agreement, Clarity shall have, in addition to all other rights and remedies available at law, in equity, or under this Agreement, the right to take immediate possession of any and all unreturned DaaS Devices without prior demand, notice, or legal process, regardless of the location of the device. Customer expressly waives any claims for damages arising from Clarity's recovery of its property. Clarity further reserves the right to continue invoicing Customer for all applicable DaaS Fees, taxes, charges, and other related costs for each DaaS Device until Customer has fully complied with its return or purchase obligations under this DaaS Agreement. These remedies shall survive the expiration or termination of the Agreement and remain in full force until satisfaction of all outstanding obligations by Customer.

Warranty Disclaimer

EACH DAAS DEVICE AND ANY TELEPHONE OR OTHER HARDWARE RENTED OR PURCHASED IN CONNECTION WITH THIS DAAS AGREEMENT IS PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE," WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. CLARITY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING UNDER STATUTE OR COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CLARITY MAKES NO REPRESENTATION OR GUARANTEE REGARDING DELIVERY DATES, OR THAT ANY DAAS DEVICE IS FREE FROM CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, INCLUDING PATENT AND TRADE SECRET RIGHTS. ALL RISKS ASSOCIATED WITH THE USE OF ANY DAAS DEVICE ARE ASSUMED ENTIRELY BY THE CUSTOMER. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. TO THE EXTENT SUCH DISCLAIMERS ARE PROHIBITED BY APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE IMPLIED WARRANTY SHALL BE LIMITED TO THE MINIMUM REQUIRED UNDER SUCH LAW.

11. UPDATES, CHANGES AND VERSIONS OF THIS DAAS AGREEMENT.

Clarity reserves the right to update or modify the terms and conditions of this DaaS Agreement at any time in its sole discretion. The version of the DaaS Agreement that governs each DaaS Device shall be the version in effect on the DaaS Activation Date applicable to that specific device, including the start date for any replacement or upgraded DaaS Device. All updates and modifications shall apply prospectively unless otherwise expressly stated in writing by Clarity.

This Conversation Intelligence & AI Services Addendum ("Addendum") supplements the Clarity Communication Advisors, Inc. Terms & Conditions (the "Agreement") and governs Customer's use of Conversation Intelligence Services. Capitalized terms not defined here have the meanings in the Agreement.

1. Definitions

• "Conversation Intelligence Services" means any Clarity Service or feature that records, monitors, transcribes, summarizes, scores, classifies, or otherwise analyzes voice or messaging communications, that applies artificial intelligence to communications content, or that creates, stores, transmits, or delivers vCons, whether accessed through a Clarity user interface or delivered to a Customer-designated data environment.

• "Conversation Data" means the content and records of communications processed by Conversation Intelligence Services, including call recordings, transcripts, message content, analyses and AI outputs, and associated metadata.

• "vCon" means a structured electronic container for Conversation Data and associated metadata, consent and lawful-basis information, and analyses, based on the then-current vCon specifications published through the Internet Engineering Task Force process, as implemented by Clarity.

• "AI Outputs" means transcripts, summaries, sentiment or topic classifications, scores, and other machine-generated content produced by the Conversation Intelligence Services.

• "De-identified Data" has the meaning given in Section 40 of the Agreement.

• "LLM Subprocessor" means a third-party provider of large language or speech models engaged by Clarity to process Conversation Data.

2. The Services; License

Subject to the Agreement and this Addendum, Clarity grants Customer a limited, non-exclusive, non-transferable right to use the Conversation Intelligence Services for Customer's internal business purposes during the Term. Customer retains all rights in its Conversation Data, subject to the licenses and rights granted to Clarity in the Agreement and this Addendum. Clarity retains all rights in the Services, its prompts, configurations, analytical frameworks, and software.

3. Customer Responsibilities — Consent and Disclosure

Customer's obligations under Section 35 of the Agreement (Electronic Recording and Automated Analysis) apply in full to the Conversation Intelligence Services. Without limiting that Section, Customer shall, before recording, transcription, or AI analysis of any communication occurs:

• provide a pre-call (or pre-conversation) disclosure conveying (i) that the communication is recorded — or, where recording is not automatic, that it may be recorded — (ii) that it is or may be analyzed by automated technology, and (iii) where applicable, that it may be shared with Customer's franchise brand or business partners and their service providers, for quality, training, compliance, service-improvement, and business-analytics purposes; no particular wording is required so long as each applicable element is conveyed, and the sharing element may be given in the disclosure itself or in a notice the disclosure references;

• provide all employee electronic-monitoring notices and obtain all acknowledgments required by applicable law;

• configure the Services (including which lines, queues, and channels are recorded and analyzed) consistently with the disclosures actually given; and

• not use the Services to record or analyze communications where such recording or analysis is prohibited by applicable law.

Sensitive information. Customer shall not use the Conversation Intelligence Services as a system of record for payment card data or other sensitive information. Conversation Data storage is not a cardholder data environment and is not designed or certified for the storage of payment card data. Where Customer accepts payment card or other sensitive information on lines that are recorded, transcribed, or analyzed, Customer is responsible for configuring the redaction and recording controls made available in the Services consistently with its own obligations, including under the Payment Card Industry Data Security Standard and other applicable requirements.

Clarity makes announcement scripts and notice templates available as a courtesy in its Call Recording & AI Disclosure Guide; they do not constitute legal advice, and Customer remains solely responsible for compliance.

4. How Clarity Uses Conversation Data

Clarity uses Conversation Data only as follows, and this Section states the entirety of Clarity's use rights in identifiable Conversation Data:

• (a) Service delivery. To provide, secure, maintain, and support the Services for Customer, including generating AI Outputs for Customer, at Customer's direction and on Customer's behalf.

• (b) Service improvement on De-identified Data. To evaluate and improve the quality, accuracy, and safety of the Services — including refining the prompts, configurations, and analytical frameworks Clarity applies to third-party AI models — using De-identified Data. Where access to identifiable Conversation Data is strictly necessary to investigate a defect, quality issue, or security incident, such access is limited to personnel with a need to know, logged, and not used to build any cross-customer asset in identifiable form.

• (c) Legal and safety. As required by law, legal process, or to protect the Services, Clarity, its customers, or the public, consistent with Section 24 of the Agreement.

• (d) De-identified and aggregated insights. As set out in Section 40 of the Agreement.

5. Historical Conversation Data

Conversation Data created before September 1, 2026 ("Historical Conversation Data") is governed by this Addendum from that date forward. Clarity may include Historical Conversation Data in De-identified Data under Section 40 of the Agreement, applying the same de-identification standard and exclusions (including the exclusion of raw audio). Identifiable Historical Conversation Data will be disclosed to a franchisor only where such disclosure is consistent with the disclosures and consents in place when the conversation occurred, or where newly authorized under a written data access agreement between Clarity and the franchisor and, where applicable, the Franchise Data Sharing Consent.

6. No AI Model Training; LLM Subprocessors

Clarity does not train or fine-tune any AI model on identifiable Conversation Data, and does not permit any third party to do so. Clarity's Conversation Intelligence Services operate by applying Clarity-engineered prompts and configurations to established third-party AI models. Clarity contractually requires each LLM Subprocessor to (a) process Conversation Data solely to provide the services contracted by Clarity, (b) not use Conversation Data to train or improve any model, and (c) retain Conversation Data only for the period expressly permitted by the applicable subprocessor contract and, in all events, no longer than necessary to provide the contracted service, except to the limited extent retention is required by applicable law. Clarity maintains a current list of LLM Subprocessors and other material subprocessors and will provide it to Customer upon written request, subject to a mutually executed non-disclosure agreement. Clarity will notify Customer of any change in LLM Subprocessors that materially affects the processing of Conversation Data, upon Customer's written request to receive such notifications. Because Clarity's improvements are implemented in prompts and configurations rather than embedded in model weights, deletion of Conversation Data is effective upon execution and is not limited by any model-training artifact.

7. No Biometric Identifiers

The Conversation Intelligence Services do not create, collect, or retain voiceprints or other biometric identifiers or biometric information; no voice profile is created. Customer shall not use the Services to create any of the foregoing. Any future feature involving biometric identifiers will be offered, if at all, only under a separate written agreement containing the consents and disclosures required by applicable biometric privacy laws. Speaker-separation performed within a single conversation for transcription accuracy does not involve the creation or retention of any voiceprint, voice profile, or enrollment profile.

8. Consent Metadata, Retention, Redaction, and Deletion

• Clarity attaches available consent and lawful-basis metadata to vCons consistent with the IETF vCon consent and lawful-basis specifications, so authorization context travels with each conversation record.

• Customer may configure retention periods for Conversation Data within the ranges made available in the Services; upon expiration, Conversation Data is deleted or de-identified in the ordinary course.

• Clarity makes available functionality designed to detect and remove payment card numbers and similar sensitive data elements from transcripts and AI Outputs at the time a conversation record is created. This functionality is provided as a technical capability. Clarity does not warrant that it will detect or remove every instance of payment card or other sensitive information, and Customer's responsibilities under Section 3 apply regardless of whether such functionality is enabled.

• Clarity provides Customer tools to redact or delete Conversation Data, including in response to verified consumer privacy requests received by Customer. As between the parties, Customer is the party responsible for receiving, verifying, and deciding consumer privacy requests relating to its Conversation Data; Clarity will assist as the Services provide.

• Section 16(e) of the Agreement (Disclaimer of Data Storage Responsibilities) applies to Conversation Data; Customer is responsible for exporting any Conversation Data it wishes to retain beyond configured retention periods or after termination.

9. Franchise Systems

Where Customer participates in a franchise system, disclosure of Conversation Data to a franchisor is governed by (a) a written data access agreement between Clarity and the franchisor, and (b) for Customers who are franchisees and not subscribing under franchisor-owned numbers, the Franchise Data Sharing Consent executed by Customer during onboarding. Clarity will not deliver identifiable Conversation Data to a franchisor except as authorized under those instruments and applicable law. Customer's franchisor is a separate business from Customer and receives any such Conversation Data as an independent recipient responsible for its own compliance with applicable law. Customer acknowledges that where its numbers are owned of record by its franchisor, the franchisor controls the numbers and associated account and call-detail information as described in Section 19 of the Agreement.

10. AI Output Disclaimers

AI Outputs are generated by automated systems and may be inaccurate, incomplete, or unsuitable for a given purpose, consistent with Section 22(b) of the Agreement. Customer shall not rely on AI Outputs as a substitute for reviewing the underlying communication, and shall not use AI Outputs as the sole basis for decisions with legal or similarly significant effects on individuals (including employment discipline or termination decisions) without human review. The Services are not designed to provide, and Customer shall not use them to obtain, legal, medical, or other professional advice. Customer shall not use the Conversation Intelligence Services or AI Outputs to infer, attempt to infer, classify, rank, or profile an individual based on race, color, ethnicity, national origin, religion, sex, pregnancy, sexual orientation, gender identity or expression, disability, medical condition, genetic information, age, citizenship or immigration status, or any other characteristic protected by applicable law. General sentiment, topic, quality, and service-performance analysis does not violate this restriction unless Customer configures or uses that analysis for the purpose of inferring, proxying for, or making a decision based on a protected characteristic. Customer shall not use any AI Output as the sole basis for an employment, credit, housing, insurance, health-care, or other decision producing legal or similarly significant effects on an individual.

11. Recording on User Devices

This Section applies where Customer enables recording, transcription, or analysis of communications carried over wireless lines or through any Clarity application, softphone, browser-based endpoint, or other mobile or portable device, whether owned by Customer or by the assigned user. Customer shall provide all notices, obtain all consents and acknowledgments, and adopt all policies required by applicable law before enabling those features. Without limiting the foregoing, Customer shall: (a) inform each assigned user, before such features are enabled, that the wireless service and any Clarity application or endpoint used on that user's device are part of Customer's business communications network and that business communications placed or received through them may be recorded, monitored, transcribed, and analyzed; (b) provide all employee monitoring notices and obtain all acknowledgments required by applicable law, as set forth in Section 35 of the Agreement; (c) ensure that disclosures to calling and called parties satisfy the requirements of applicable law; and (d) establish and communicate its policy for disposition of the wireless number upon separation of the assigned user. Customer's obligations and indemnity under Section 35 of the Agreement apply in full to this Section.

12. Indemnity; Order of Precedence; Survival

Customer's indemnification obligations under Sections 31 and 35 of the Agreement extend to claims arising from Customer's use of the Conversation Intelligence Services, including claims arising from inadequate disclosures or consents. In the event of conflict, this Addendum controls over the Agreement with respect to Conversation Intelligence Services, and any executed written data access agreement between Clarity and the franchisor controls over this Addendum with respect to its subject matter. Sections 4(d), 5, 6 (final sentence), 7, 8, 11, and 12 survive termination.

13. California Privacy Processing Terms

To the extent Clarity processes personal information subject to the California Consumer Privacy Act on Customer's behalf in providing the Conversation Intelligence Services, Customer discloses that personal information to Clarity solely for the following limited and specified business purposes: recording and storing communications at Customer's direction; transcribing communications; generating analytics requested or configured by Customer; providing security, fraud-prevention, support, and troubleshooting functions; improving the Services using De-identified Data as described in Section 4(b) of this Addendum; making Customer-directed disclosures; and retaining or disclosing information as required by applicable law. The parties intend that Clarity act as Customer's service provider or contractor, as applicable. Clarity shall not: (a) sell or share that personal information; (b) retain, use, or disclose it for any purpose other than those limited and specified business purposes or as otherwise permitted by applicable law; (c) retain, use, or disclose it outside the direct business relationship between Clarity and Customer; or (d) combine it with personal information received from or on behalf of another person, or collected from Clarity's own interactions with an individual, except as permitted by applicable law. Clarity shall provide the same level of privacy protection required of Customer with respect to the personal information processed under this Section, notify Customer if Clarity determines that it can no longer meet its obligations under applicable privacy law, and permit Customer to take reasonable and appropriate steps to help ensure that the personal information is used consistently with Customer's obligations and to stop and remediate unauthorized use. Clarity shall impose materially equivalent restrictions on each subprocessor that processes such personal information. Clarity may create or use data under Section 40 of the Agreement only after the applicable information satisfies the de-identification requirements stated in Section 40 and applicable law.